AGM INC, 10SB12G, 1999-10-26

AGM INC
10SB12G, 1999-10-26

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U.S. 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 (G) OF THE SECURITIES EXCHANGE ACT OF 1934

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

NEVADA 33-0850648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

610 NEWPORT CENTER DRIVE, SUITE 800
NEWPORT BEACH, CALIFORNIA 92660
(Address of principal executive offices) (Zip code)

(949) 719-1977
(Registrant's telephone number, including area code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.001
Title of Class

<PAGE>

TABLE OF CONTENTS

PART I

Item 1 Description of Business.

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

Item 3 Description of Property.

Item 4 Security Ownership of Certain Beneficial Owners and
Management.

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

Item 6 Executive Compensation.

Item 7 Certain Relationships and Related Transactions.

Item 8 Description of Securities.

PART II

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

Item 2 Legal Proceedings.

Item 3 Changes In and Disagreements With Accountants.

Item 4 Recent Sales of Unregistered Securities.

Item 5 Indemnification of Directors and Officers.

PART F/S

Financial Statements.

PART III

Item 1 Index to Exhibits.

Item 2 Description of Exhibits.

<PAGE>

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

The Company was organized under the Laws of the State of Nevada, on April 9,
1998, and is a "blank check" or "shell" company whose primary purpose is to
engage in a merger with, or acquisition of one or a small number of private
firms. Such firms are expected to be private corporations, partnerships or
sole proprietorships. Since inception, the primary activity of the Company
has been directed towards organizational efforts. The Company has not
engaged in preliminary efforts to identify possible merger or acquisition
candidates and has no market studies available to it. The Company has no
business opportunities under contemplation for acquisitions.

BUSINESS OBJECTIVES

The Company plans to seek one or more potential businesses that Management
believes warrant the Company's involvement. As a result of its limited
resources, the number of potential businesses available will be extremely
limited. The Company will not restrict its search to any particular
industry. Nevertheless, Management does not intend to become involved with
a company that is an "investment company" under the Investment Company Act
of 1940; with a company that is a broker or dealer of investment securities
or commodities; or with any company in which the officers, directors or
shareholders of the target company are officers or directors of the Company.
These business objectives are extremely general and are not intended to be
restrictive upon the discretion of Management. Except for the general
limitations contained above, management has not developed and does not
intend to develop specific criteria to be followed in the search for and
selection of a business acquisition. Shareholders will therefore have
extremely limited information as to Management's specific intentions and
investors will be unable to determine even the industries which Management
might consider.

The target company may be (i) in its preliminary or developmental stage,
(ii) a "financially troubled" business or (iii) a going concern. It is
impossible to determine the capital requirements of the target business or
whether such business may require additional capital. Some target companies
may seek to establish a public trading market for their securities.

The analysis of potential business endeavors will be undertaken by or under
the supervision of Management. Management is comprised of individuals of
varying business experience, and Management will rely on its own collective
business judgment in evaluating businesses that the Company may acquire or
participate. See "Item 5 - Directors, Executive Officers, Promoters and
Control Persons." Locating and investigating specific business proposals may
take an extended period of time. If a business is located, the negotiation,
drafting, and execution of relevant agreements, disclosure documents and
other instruments will require substantial time, effort, and expense. The
time periods of these subsequent steps cannot be determined. If a specific
business endeavor cannot be located the costs incurred in the investigation
are not likely to be recovered. The failure to consummate an attempted
transaction would likely result in the loss of the costs incurred.

Applicable regulations require the reporting of certain information
regarding businesses acquired, including the filing of certified financial
statements of such companies. Thus, if during the pendency of this
registration statement, the Company determines that a material acquisition
is probable, this document will be appropriately revised, including the
addition of audited financial statements of the business to be acquired.
Consequently, a target company that does not have, or cannot obtain, audited
financial statements will not likely be considered by Management.

Shareholders of the Company are relying totally upon the business judgment
of Management. Shareholders will not likely be consulted or provided any
disclosure documentation in connection with any acquisition engaged in by
the Company, unless required by state corporate law or the Federal
securities laws. Although Management does not anticipate a sale of their
Company shares in connection with an acquisition, in the event Management
does enter into an agreement to do so, the remaining shareholders of the
Company may not be afforded an equal opportunity to do so. As Management
intends to offer a controlling interest in the Company, it is probable that
a change of control will occur as a result of an acquisition engaged in by
the Company. To the best knowledge of the Company, there are no lock-up
agreements or understandings between the Company and its shareholders or
among the shareholders which has the effect of restricting the
transferability of any shareholders stock holdings. There are no
arrangements, agreements, or understandings between non-management
shareholders and management under which non-management shareholders may
directly or indirectly participate in or influence the management of the
Company's affairs, and there are no agreements concerning the election of
members of the Board of Directors.

<PAGE>

Management has voluntarily elected to file this Form 10-SB with the
Securities and Exchange Commission pursuant to the recent requirement of the
National Association of Securities Dealers (NASD) that companies seeking to
have their securities quoted on the Over-The-Counter Bulletin Board must
first be subject to the reporting requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). As such,
subsequent to the effectiveness hereof, the Company will be filing periodic
reports as required under the Exchange Act. Management anticipates that the
Company will continue to voluntarily file periodic reports in the event that
its obligation to file such reports is suspended under the Exchange Act.
Any potential target company must have financial statements which can be
audited and prepared as required by Rule 310 of Regulation S-B and/or
Regulation S-X.

A number of states have enacted statutes, rules and regulations limiting the
sale of securities of "blank check" companies in their respective
jurisdictions. Some states prohibit the initial offer and sale as well as
any subsequent resale of securities of shell companies to residents of their
states. In such an event, the shareholders of the Company, as well as the
shareholders of any target company, may be limited in their ability to
resell shares of the Company. To the best knowledge of the Company, the
following states may have such limitations (this list is not exhaustive and
a significant number of other states may also have such limitations):
Connecticut, Georgia, Oregon, Washington, and Florida.

COMPETITION

Inherent difficulties exist for any new company seeking to enter an
established field. The Company will remain an insignificant participant
among the firms which engage in mergers with and acquisitions of privately
financed entities. There are many established venture capital and financial
concerns which have significantly greater financial and personnel resources,
technical expertise and experience than the Company. The Company is also
subject to competition from numerous other recently formed public and
private entities with business objectives similar to those of the Company.

REGULATION

The Investment Company Act of 1940 ("Investment Act") defines an investment
company as an issuer which is or holds itself out as being engaged primarily
in the business of investing, reinvesting or trading of securities. The
Company does not intend to engage primarily in the activities of purchasing,
trading or selling securities and intends to conduct its activities so as to
avoid being classified as an "investment company" under the Investment Act.
The Company could be expected to incur significant registration and
compliance costs if required under the Investment Act, and the regulations
promulgated thereunder.

Section 3(a) of the Investment Act provides exclusions from its application
for companies which are not primarily engaged in the business of investing,
reinvesting or trading in "investment securities". Management intends to
implement its business plan in a manner which will result in the
availability of this exception from the definition of "investment company".
Accordingly, Management will continue to review the Company's activities
from time to time with a view toward reducing the likelihood that the
Company could be classified as an "investment company".

The Company's plan of business may involve changes in its capital structure,
management, control, and business, especially if it consummates its plan to
acquire or merge with another entity. Each of these areas are regulated by
the Investment Act, which regulations have the purported purpose of
protecting purchasers of investment company securities. Since the Company
will not register as an investment company, its shareholders will not be
afforded these purported protections.

<PAGE>

Even if the Company restricts its activities as described above, it is
possible that it may be classified as an inadvertent investment company.
This would be most likely to occur if significant delays are experienced in
locating a business opportunity.

The Company intends to vigorously resist classification as an investment
company and to take advantage of any exemptions or exceptions from
application of the Investment Act, including an exception which allows an
entity a one-time option during any three (3) year period to claim an
exemption as a "transient" investment company. The necessity of asserting
any such contention, or making any other claim of exemption, could be time
consuming, costly or even prohibitive, given the Company's limited resources.

The Company intends to structure a merger or acquisition in such a manner as
to minimize Federal and state tax consequences to the Company and its
shareholders, and to any target company and its shareholders. Under Section
368 of the Internal Revenue Code of 1986, as amended (the "Code"), a
statutory merger or consolidation is an exempt transaction and may be tax
free to the companies and their shareholders if effected in accordance with
state law. A tax free reorganization may require the Company to issue a
substantial portion of its securities in exchange for the securities or
assets of a target firm. Consequently, a tax free reorganization may result
in substantial dilution of the ownership interests of the present
shareholders of the Company. Even if a merger or consolidation is
undertaken in accordance with the Code, there is no assurance that tax
regulations will not change and result in the Company or its shareholders
incurring a significant tax liability.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection
with trades in any stock defined as a penny stock. The Commission has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Such exceptions include any equity security listed on
Nasdaq and any equity security issued by an issuer that has (i) net tangible
assets of at least $2,000,000, if such issuer has been in continuous
operation for three years, (ii) net tangible assets of at least $5,000,000,
if such issuer has been in continuous operation for less than three years,
or (iii) average annual revenue of at least $6,000,000, if such issuer has
been in continuous operation for less than three years. Unless an exception
is available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith.

EMPLOYEES

The Company presently has no employees other than its officers. Each of the
officers has employment and/or other business associations elsewhere. None
of the officers has allocated more than a minimal amount of time to the
affairs of the Company.

FACILITIES

Since its inception, the Company has maintained its offices rent free at the
office of its President, M. Richard Cutler, 610 Newport Center Drive, Suite
800, Newport Beach, CA 92660. Mr. Cutler has agreed that the Company may
remain until consummation of a Business Combination. The Company will
utilize a minimal amount of space. There are no other preliminary
agreements with respect to future offices or facilities, however, following
the consummation of an acquisition, it is anticipated that the Company's
offices will change to those of the target company.

YEAR 2000 COMPLIANCE

As the Company does not have any material assets nor any computer systems,
it has not done an evaluation of its Year 2000 compliance. Management does
not anticipate that there will be any consequences, material or immaterial,
negative or positive, to the Company as a result of the Year 2000 computer
problem. As a result of a Business Combination or merger, however, the
Company may inherit computer systems that are not Year 2000 compliant, or
enter into contracts or business dealings with suppliers, contractors, or
others that are not Year 2000 compliant. Management cannot anticipate the
impact of such future occurrences. Failure to satisfactorily address the
Year 2000 issue could have a material adverse effect on the Company.

<PAGE>

RISK FACTORS

AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN MATERIAL
RISKS TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO CAREFULLY
CONSIDER THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF THE
COMPANY.

1. SHELL CORPORATION. This type of company is commonly called a "shell"
corporation because the company does not have any assets or operations and
has been formed for the specific purpose of acquiring all or substantially
all of the ownership of an existing business. These transactions are
consummated by issuing or transferring large blocks of the Company's equity
shares to the principals of the business that is acquired. Any such
issuance will involve significant dilution in the equity interest in the
Company held by the pre-reorganization shareholders of the Company with the
result that the pre-reorganization shareholders of the Company will have a
substantially lower aggregate interest in the outstanding shares of the
Company after giving effect to the reorganization. See, "Description of
Business." Prospective investors should be aware that privately-held
companies often times merge or reorganize with a public shell as a means of
"going-public" without having to incur the time, expense and disclosure
obligations normally associated with the going-public process. In the event
the Company merges with a privately-held company subsequent to the
effectiveness of this registration statement, investors will not have had
the benefit of receiving disclosure of such company's operations and
financial condition prior to making their investment. See, "Description of
Business." Prospective investors should also be aware that management of
the Company, acting in compliance with the Bylaws of the Company and Nevada
Corporation Law, intends to structure any reorganization with an operating
business in a manner that will allow the Board of Directors of the Company
to approve the selection of the operating business and all of the terms of
the reorganization, including the appointment of the successor officers and
directors, without the need or request for shareholder approval. See,
"Description of Business."

2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR OPERATIONS.
The Company was only recently formed and has no material assets, revenues or
operations. Since inception management of the Company has paid, without
reimbursement, expenses of the Company. Management expects that the
Company's working capital requirements will be nominal and will be satisfied
through additional capital contributions by management as required. The
report of the Company's independent auditors on the Company's September 30,
1999 financial statements includes a qualification regarding the Company's
ability to continue as a going concern. In its report, the Company's
independent auditors state that the Company needs an additional capital
infusion in order to fund current expenditures, acquire business
opportunities and achieve profitable operations, and that such factors raise
substantial doubt about the Company's ability to continue as a going
concern.

3. RELIANCE ON MANAGEMENT; LACK OF EXPERIENCE. The Company is dependent on
its officers and directors' personal abilities to evaluate business
opportunities that may be presented in the future. Since management has not
identified a proposed business or industry in which it will search for an
acquisition target, it is unlikely that management will have any prior
experience in the technical aspects of the industry or the business within
that industry which may be acquired. See, "Description of Business" and
"Management."

4. MINIMAL TIME COMMITMENT OF MANAGEMENT. The current officers and
directors engage in other activities and will devote only a minimal amount
of their time to the Company. See, "Management."

5. CONTROL BY MANAGEMENT. Management of the Company presently owns
approximately 82.5% of the outstanding Common Stock of the Company.
Therefore, until such time as the Company acquires an operating business,
management of the Company will have the power to elect all of the Company's
Board of Directors, amend the Company's Certificate of Incorporation, and
approve a merger, consolidation with another company or sale of all or
substantially all of the Company's assets. See, "Principal Shareholders"
and "Description of Securities."

6. PREFERRED STOCK. The Company is authorized to issue 2,000,000 shares of
$0.001 par value preferred stock ("Preferred Stock"). The Preferred Stock
may be issued from time to time in one or more series, and the Board of
Directors, without action by the holders of the Common Stock, may fix or
alter the voting rights, redemption provisions, (including sinking fund
provisions), dividend rights, dividend rates, liquidation preferences,
conversion rights and any other rights preferences, privileges and
restrictions of any wholly unissued series of Preferred Stock. The Board of
Directors, without stockholder approval, can issue shares of Preferred Stock
with rights that could adversely affect the rights of the holders of Common
Stock. No shares of Preferred Stock presently are outstanding, and the
Company has no present plans to issue any such shares. The issuance of
shares of Preferred Stock could adversely affect the voting power of holders
of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company or other corporate action.

<PAGE>

7. COMPETITION. Numerous large, well-financed firms with large cash
reserves are engaged in the acquisition of companies and businesses. The
Company expects competition to be intense for available target businesses.

8. LACK OF FACILITIES. The Company's office is located within a suite of
offices leased by the legal firm employing the Company's President. The use
of the facilities is provided to the Company at no charge and the Company
does not intend to rent other office space until an acquisition target
business is identified and acquired. The lack of any separate facilities
for the Company's operations may work to the Company's future detriment.
See, "Property."

9. POTENTIAL SALES PURSUANT TO RULE 144. All 1,000,000 shares of Common
Stock currently outstanding are "restricted securities" as that term is
defined in Rule 144 promulgated under the Securities Act of 1933, as
amended. In addition, all 1,000,000 shares of Common Stock are eligible for
resale under Rule 144. In general, under Rule 144 a person (or persons
whose shares are aggregated) who has satisfied a one-year holding period
may, under certain circumstances, sell within any three month period, a
number of shares which does not exceed the greater of 1% of the then
outstanding shares of Common Stock, or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity
limitation by a person who is not an affiliate of the Company and who has
satisfied a two-year holding period. The Company is unable to predict the
effect that sales of the Company's securities under Rule 144 or otherwise,
may have on the then prevailing market price of the Common Stock; it can be
expected, however, that the sale of any substantial number of shares of
Common Stock would have a depressive effect on the market price of the
Common Stock.

10. MARKET FOR THE COMMON STOCK OF THE COMPANY. The Company's securities do
not currently, and have not in the past, traded on any active or liquid
public market. Thus, there is currently no market for the Company's
securities and there can be no assurance that a trading market will develop
or, if one develops, that it will continue. Even if a trading market should
develop, the market may be substantially limited or unsustained. There are
currently no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Management believes that the Company has minimal cash requirements during
the next 12 months. The Company does not anticipate any significant changes
in the number of its employees, does not plan to engage in research and
development and does not plan to purchase or sell plant or equipment.

The Company is a "blank check" or "shell" company and as such expects to
concentrate primarily on the identification and evaluation of prospective
merger or acquisition "target" entities including private corporations,
partnerships or sole proprietorships. Management believes that target
companies will be limited to privately financed companies and expects to be
precluded from other public companies.

Management intends to identify prospects through present associations such
as its officers and directors, attorneys, and similar persons. The Company
does not anticipate engaging the services of professional firms that
specialize in business acquisitions and reorganizations. Nor does
Management intend to hire independent consultants or advisors for merger
related services. In the event that professional firms specializing in
business acquisitions and reorganizations, consultants, or advisors are
engaged, they may be paid, in addition to customary fees, a finder's fee for
introductions resulting in a business combination or merger. The finder's
fee may be up to ten percent (10%) of the value of the transaction, and may
be payable in equity securities of the Company. It is not anticipated that
finder's fees or other acquisition related compensation will be paid to
Management or their affiliates. If incurred, there is currently a minimal
amount of funds available to pay consulting or other service fees, and the
proceeds of future financings or funds from the target company would be
utilized.

<PAGE>

Management expects to conduct a preliminary evaluation of target companies.
Such preliminary evaluations are not expected to be an in-depth evaluation
of the target company's operations. Nevertheless, this evaluation should
provide a sufficient overview to eliminate many prospects from further
consideration. Shareholders will not likely be consulted or provided any
disclosure documentation in connection with any acquisition engaged in by
the Company, unless required by state corporate law or the Federal
securities laws.

The specific method or form by which a Business Combination may be
structured cannot be determined at this time. It could involve a merger or
consolidation; merger or consolidation of the acquired business into a
subsidiary of the Company; an exchange of shares of stock, with or without
payment in cash; or an acquisition of assets. Although Management does not
anticipate a sale of their Company shares in connection with an acquisition,
in the event Management does enter into an agreement to do so, the remaining
shareholders of the Company may not be afforded an equal opportunity to do
so. As Management intends to offer a controlling interest in the Company,
it is probable that a change of control will occur as a result of an
acquisition engaged in by the Company.

It is not presently anticipated that the Company will acquire or merge with
a business or company in which the Company's promoters, management or their
affiliates or associates directly or indirectly have an ownership interest,
however there is no agreement, policy, or understanding to prevent such a
transaction. In the event of such a non-arm's length transaction,
Management would seek an independent appraisal of the transaction.
Notwithstanding the foregoing, there is the potential that a conflict of
interest will arise between the Company and its management in which case
Management's fiduciary duties may be compromised. Any remedy available
under state corporate law would, in such an event, most likely be
prohibitively expensive and time consuming. There are no arrangements,
agreements, or understandings between non-management shareholders and
management under which non-management shareholders may directly or
indirectly participate in or influence the management of the Company's
affairs, and there are no agreements concerning the election of members of
the Board of Directors.

A merger will likely be made through the exchange of the Company's stock
which has been authorized but unissued (and perhaps the balance of the
Company's assets) for stock of the target company. The Company has not
established a specific minimum level of earnings or assets which a target
company must satisfy. Moreover, Management may identify a target company
which is generating losses or which has negative equity, which may have a
material adverse effect on the price of the Company's common shares.

Negotiations with target company management can be expected to focus on the
percentage of the Company which target company shareholders would acquire in
exchange for their shareholdings in the target company. The Company's
shareholders will, in all likelihood, hold no more than a relatively small
percentage of the common shares of the Company following any merger or
acquisition. This percentage may be subject to even further reduction in
the event the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the
Company's then shareholders.

The exact terms and format of any acquisition will be determined by the
Company's Management and, unless required by law, the Company's shareholders
will not have the opportunity to vote on the acquisition. The Company may
be required to file or maintain a registration statement to register any
securities to be issued in connection with any acquisition.

There are no plans, proposals, arrangements or understandings with respect
to the sale of additional securities to affiliates or others following the
registered distribution but prior to the location of a business opportunity.

If the Company does not consummate a transaction after expenditure of time
and funds in investigation and analysis of a business opportunity, the
losses incurred may adversely affect the Company's ability to carry out its
business objectives. It is also possible that the Company may expend all of
its resources without ever successfully acquiring any business opportunity.

The Company is not currently a party to any loan agreements or
understandings. It is not presently anticipated that the Company will
become a party to any loan agreement or understanding as a result of a
Business Combination. Following the consummation of a Business Combination,
the Company may, in Management's discretion, enter into loan agreements or
understandings in the course of funding its growth and/or operations.

<PAGE>

Some target companies may not need additional capital but may desire to
merge with the Company for purpose of establishing a public trading market
for its shares. In such event, Management of the target company may desire
to avoid the delays, expenses, and other perceived adverse consequences of
undertaking a public offering. Such a merger, in all likelihood, would
involve the exchange of the Company's stock, including the authorized but
unissued stock with the outstanding shares of the target company.

ITEM 3 - DESCRIPTION OF PROPERTY

ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 15, 1999, certain information
with respect to the Company's equity securities owned of record or
beneficially by (i) each Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.

<PAGE>

COMMON STOCK
<TABLE>
<S> <C> <C> <C>
Title Percent of
of Class Name and Address of Beneficial Owner Common Stock Outstanding

Common Stock M. Richard Cutler 680,000 68.0%
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

Common Stock Brian A. Lebrecht 145,000 14.5%
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

Common Stock Vi Bui 145,000 14.5%
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

All Directors and Officers as a Group (2) 825,000 82.5%

</TABLE>

The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable. Beneficial ownership is determined in accordance with the
rules of the Commission and generally includes voting or investment power
with respect to securities. Shares of stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed outstanding
for purposes of computing the percentage of the person holding such options
or warrants, but are not deemed outstanding for purposes of computing the
percentage of any other person.

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

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

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

Name Age Positions
M. Richard Cutler 41 President, Treasurer, Director (1998)
Brian A. Lebrecht 30 Secretary (1998)

M. RICHARD CUTLER, 41, is President, Treasurer and a Director of the
Company, and has been since its inception. Mr. Cutler founded the Cutler
Law Group in August 1996. Mr. Cutler has practiced in the general corporate
and securities area since his graduation from law school. Mr. Cutler is a
graduate of Brigham Young University (B.A., magna cum laude, 1981); and
Columbia University School of Law (J.D. 1984). While at Columbia, Mr.
Cutler was honored as a Harlan Fiske Stone Scholar, was Managing Editor of
the Columbia Journal of Law and Social Problems, received a Recognition of
Achievement with Honors in Foreign and International Law, Parker School of
Foreign and Comparative Law and was honored for best senior writing for
"United States v. Ross: A Solution to the Automobile Container Dilemma?"
published in the Columbia Journal of Law & Social Problems in 1983. Mr.
Cutler was admitted to the State Bar of Texas in 1984 and the State Bar of
California in 1990. After law school, Mr. Cutler joined the national law

<PAGE>

firm of Jones, Day, Reavis & Pogue where he practiced in the corporate,
securities and mergers and acquisitions departments. Mr. Cutler
subsequently spent five years in the corporate and securities department of
Akin, Gump, Strauss, Hauer & Feld, a Dallas law firm. Subsequently, Mr.
Cutler was with the Los Angeles office of Kaye, Scholer, Fierman, Hayes &
Handler, a New York based law firm, where he continued his general business
and securities practice. In 1991, Mr. Cutler founded the law firm of
Horwitz, Cutler & Beam, where he practiced corporate and securities law for
five years. Mr. Cutler has been admitted to the U.S. Federal District
Courts, Central and Northern Districts of California, as well as the U.S.
Court of Appeals, Ninth Circuit. Mr. Cutler is the author of "Comparative
Conflicts of Law: Effectiveness of Contractual Choice of Forum," published
in the Texas International Law Journal in 1985. Mr. Cutler also serves the
Company as corporate and securities counsel. See "Certain Transactions."

BRIAN A. LEBRECHT, 30, is Secretary of the Company, and has been since its
inception. Mr. Lebrecht joined the Cutler Law Group in December 1996, and
assists clients primarily in the areas of corporate finance and mergers and
acquisitions, including private placements, public and private offerings,
Securities and Exchange Commission and Blue Sky compliance and reporting
requirements, asset and stock purchases, and general corporate practice. His
clientele includes emerging growth companies in the areas of health care,
finance, clothing and apparel, Internet commerce, retail, gas and service
stations, giftwares, manufacturers representatives, mail order,
high-technology manufacturing, and a wide array of service industries. He is
an adjunct professor of Business Law at the University of California, San
Diego Extension, is active with the Service Corps of Retired Executives
(SCORE) and the Greater San Diego Chamber of Commerce Small Business
Development Center (SBDC), and is a licensed California Real Estate Broker.
Mr. Lebrecht is a graduate of the University of San Diego with a Bachelors
in Business Administration in 1991, and a J.D. and M.B.A. in 1995, and is
licensed to practice law in the State of California and the United Stated
District Court for the Southern District of California. Immediately prior
to joining the Law Offices of M. Richard Cutler, Brian was the proprietor of
The Law Offices of Brian A. Lebrecht in San Diego, California, focusing on
business transactions, formations, and acquisitions as well as estate
planning. His past experiences include a position in the legal department of
the Federal Home Loan Mortgage Corporation (Freddie Mac) in Washington,
D.C., a position within the General Counsel's office of a major Southern
California construction supplier, and representation of consumer interests
before the California State Contractors License Board and the California
State Banking Department, culminating in published works in the California
Regulatory Law Reporter.

As Management intends to offer a controlling interest in the Company, it is
probable that a change of management control will occur as a result of an
acquisition engaged in by the Company.

ITEM 6 - EXECUTIVE COMPENSATION

The Company has not paid its executive officers any remuneration since
inception to date nor does it intend to until such time as the Company
acquires an operating business. The Company provides no compensation to its
directors and does not intend to until such time, if ever, as the Company
acquires an operating business.

The Company's President, M. Richard Cutler, also serves as corporate and
securities counsel to the Company. There are currently no amounts due and
owing to Mr. Cutler for legal fees, and it is not anticipated that there
will be any amounts due and owing at the time of selection of a Business
Combination candidate.

Since the officers and directors are also the current shareholders they may
be expected to receive financial gain if a target company makes arrangements
to acquire a sufficient amount of stock to obtain control of the Company.
Since Management cannot now predict the form or structure of any possible
Business Combination, investors should be aware that additional compensation
with Management could be negotiated in connection with a Business
Combination. These arrangements could include consulting agreements,
membership on Boards or committees, legal services or other arrangements.
Consequently, there can be no present prediction of all compensation that
might ultimately be paid to Management.

<PAGE>

SUMMARY COMPENSATION TABLE

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities from inception through October 15, 1999.
Other than as set forth herein, no executive officer's salary and bonus
exceeded $100,000 in any of the applicable years. The following information
includes the dollar value of base salaries, bonus awards, the number of
stock options granted and certain other compensation, if any, whether paid
or deferred.

SUMMARY COMPENSATION TABLE

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

M. Richard Cutler 1999 -0- -0- -0- -0- -0- -0- -0-
President, Treasurer

1998 -0- -0- -0- -0- -0- -0- -0-

Brian A. Lebrecht 1999 -0- -0- -0- -0- -0- -0- -0-
Secretary

1998 -0- -0- -0- -0- -0- -0- -0-

</TABLE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)

Number of Securities Percent of Total
Underlying Options/SAR's
Options/SAR's Granted to Employees Exercise of Base Price
Name Granted (#) In Fiscal Year ($/Sh) Expiration Date

M. Richard Cutler -0- -0- N/A N/A

Brian A. Lebrecht -0- -0- N/A N/A

</TABLE>

ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company will not enter into any transactions with any officer, director
or controlling shareholder of the Company until such time, if ever, as the
Company acquires an operating business. At such time, it is expected that
the Company will experience a change in control, including a complete change
in the Board of Directors and management of the Company.

Certain conflicts of interest now exist and will continue to exist between
the Company and its officers and directors due to the fact that each has
other business interests to which he devotes his primary attention. Each
officer and director may continue to do so notwithstanding the fact that
Management time should be devoted to the business of the Company. Each of
the Company's officers and directors are or may become involved in other
personal and business ventures.

The officers, directors and founders are and may become, in their individual
capacities, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Thus, there exists potential for
conflicts of interest, including, among other things, time, effort, and
corporate opportunity, involved in anticipation with such other business
entities and transactions. Conflicts may arise if a target company or its
principals seek to acquire some or all of the stock holdings of present
Management.

<PAGE>

M. Richard Cutler, attorney at law, has acted as corporate and securities
counsel to the corporation. Mr. Cutler owns 680,000 shares of the Company
and is an officer and director. Mr. Lebrecht owns 145,000 shares of the
Company's common stock and works with Mr. Cutler at the Cutler Law Group.

If a prospective Business Combination candidate required the sale of some or
all of the shareholdings of the officers and directors, the officers and
directors would be free to negotiate and effect such sales. Consequently,
the Company's Management would receive pecuniary gain which may not be
available to other shareholders.

The Company has no specified procedure for the resolution of current or
potential conflicts of interest between the Company, its officers, and
directors or affiliated entities. Shareholders who believe that the Company
has been harmed by failure of an officer or director to appropriately
resolve any conflict of interest may be able to bring a suit to enforce
their rights or the Company's rights.

Management may be issued additional securities of the Company at the
discretion of the Board of Directors in accordance with their fiduciary
obligations under state corporate law.

BLANK CHECK ACTIVITIES

Management is involved in one other blank check company. In 1994,
Wellspring Investments, Inc., a Delaware corporation, was formed as a blank
check, or shell company. In March 1999, Wellspring filed a Form 10-SB with
the Securities and Exchange Commission. As of the date hereof, Wellspring
does not have any material business operations and as not completed a
Business Combination transaction.

ITEM 8 - DESCRIPTION OF SECURITIES

The Company's securities do not currently, and have not in the past, traded
on any active or liquid public market. Thus, there is currently no market
for the Company's securities and there can be no assurance that a trading
market will develop or, if one develops, that it will continue. Even if a
trading market should develop, the market may be substantially limited or
unsustained. There are currently no plans, proposals, arrangements or
understandings with any person with regard to the development of a trading
market in any of the Company's securities. To the best knowledge of the
Company, there are no lock-up agreements or understandings between the
Company and its shareholders or among the shareholders which has the effect
of restricting the transferability of any shareholders stock holdings.

COMMON STOCK

The Company's Articles of Incorporation authorize the issuance of 20,000,000
shares of common stock, $0.001 par value per share. The holders of each
share of common stock (i) have equal rights to dividends from funds legally
available therefore, when, as and if declared by the Company's Board of
Directors, (ii) are entitled to share in all assets of the Company available
for distribution, (iii) do not have pre-emptive, subscription or conversion
rights and (iv) are entitled to one non-cumulative vote at all shareholder
meetings.

All shares of common stock now outstanding are fully paid for and
non-assessable.

Stockholders have no cumulative voting rights, which means that Stockholders
owning more than 50% of the outstanding stock can vote to elect all
directors. Accordingly, the remaining Stockholders would not be able to
elect any of the Company's directors.

<PAGE>

PREFERRED STOCK

The Company is authorized to issue up to 2,000,000 shares of Preferred
Stock, par value $0.001. The Preferred Stock of the Company can be issued in
one or more series as may be determined from time to time by the Board of
Directors without further stockholder approval. In establishing a series
the Board of Directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix
the number of shares in such series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike in every
particular. No shares of Preferred Stock have been issued.

NON-CUMULATIVE VOTING

The Articles of Incorporation and Bylaws of the Company specify that
shareholders will not have the right to accumulate their shares for the
purpose of electing directors of the Company. Consequently, all directors
of the Company will be elected by the present majority shareholders.

COMMON STOCK DIVIDENDS

The Company does not presently anticipate that it will pay dividends on its
Common Stock at any time in the foreseeable future. The payment of
dividends will depend, among other things, upon the earnings, assets,
general financial condition, and other factors. In the event that the
Company successfully completes a merger or acquisition as contemplated
hereunder, the Management of the acquired company will, in all likelihood,
have sole and exclusive authority to determine whether Common Stock
dividends will be paid thereafter.

The Company intends to furnish holders of its common stock annual reports
containing audited financial statements and to make public quarterly reports
containing unaudited financial information.

TRANSFER AGENT

The transfer agent for the common stock is Transfer Online, 227 Pine Street,
Suite 300, Portland, Oregon 97204, telephone (503) 227-2950.

<PAGE>

PART II

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

MARKET INFORMATION

To the best knowledge of the Company, there are no lock-up agreements or
understandings between the Company and its shareholders or among the
shareholders which has the effect of restricting the transferability of any
shareholders stock holdings.

STOCKHOLDERS

As of October 15, 1999, the Company had 1,000,000 shares of Common Stock
outstanding and held by 8 shareholders of record.

DIVIDENDS

The Company has not paid cash dividends on its Common Stock in the past and
does not anticipate doing so in the foreseeable future.

ITEM 2 - LEGAL PROCEEDINGS

The Company is not presently, but may from time to time be involved in
various claims, lawsuits, disputes with third parties, actions involving
allegations of discrimination, or breach of contract actions incidental to
the operation of its business. The Company is not currently involved in any
such litigation which it believes could have a materially adverse effect on
its financial condition or results of operations.

ITEM 3 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Effective May 17, 1999, Haskell & White LLP, Certified Public Accountants,
were engaged by the Company as their principal auditors to audit the
Company's financial statements. There have been no changes in accountants
or disagreements of the type required to be reported under this Item 3
between the Company and its independent auditors since their date of
engagement.

<PAGE>

ITEM 4 - RECENT SALES OF UNREGISTERED SECURITIES

In April 1998, the Company issued 1,000,000 shares of Common Stock, for
total consideration valued at $1,000, to 7 parties, including 680,000 shares
to M. Richard Cutler, 145,000 shares to each of Brian A. Lebrecht and Vi
Bui, and 6,000 shares to each of five (5) unafilliated and accredited
investors. There was no underwriter involved in this issuance. The
issuance was conducted pursuant to Section 4(2) under the Securities Act of
1933. The Company has conducted no other issuances of securities.

ITEM 5 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation Laws of the State of Nevada and the Company's Bylaws provide
for indemnification of the Company's Directors for liabilities and expenses
that they may incur in such capacities. In general, Directors and Officers
are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that
the indemnitee had no reasonable cause to believe were unlawful.
Furthermore, the personal liability of the Directors is limited as provided
in the Company's Articles of Incorporation.

The Company does not currently maintain a policy of Directors and Officers
Liability Insurance.

<PAGE>

PART F/S

FINANCIAL STATEMENTS

The Financial Statements required by this Item are included at the end of
this report beginning on Page F-1.

PART III

ITEM 1 - INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION

3.1 Articles of Incorporation of the Company.

3.2 Bylaws of the Company.

23.1 Consent of Haskell & White LLP, Independent
Certified Public Accountants.

27.1 Financial Data Schedule

ITEM 2 - DESCRIPTION OF EXHIBITS

Not applicable

SIGNATURES

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

AGM, Inc.

Dated: October 26, 1999 /s/ M. Richard Cutler

By: M. Richard Cutler
Its: President

<PAGE>

Audited Financial Statements

AGM, INC.
(A Development Stage Enterprise)

As of September 30, 1999 and December 31, 1998,
the Nine Months Ended September 30, 1999,
the Period From Inception,
April 9, 1998, through, December 31, 1998,
and the Period From Inception,
April 9, 1998, through September 30, 1999

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Table of Contents

Page

Independent Auditors' Report

Financial Statements

Balance Sheets 2

Statements of Operations 3

Statements of Stockholders' Equity (Deficit) 4

Statements of Cash Flows 5

Notes to Financial Statements 6

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
AGM, Inc.

We have audited the accompanying balance sheets of AGM, Inc.
(a Development Stage Enterprise) (the "Company") as of
September 30, 1999 and December 31, 1998, and the related statements
of operations, stockholders' equity (deficit) and cash flows for the
nine months ended September 30, 1999, the period from inception,
April 9, 1998, through December 31, 1998, and the period from
inception, April 9, 1998, through September 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our 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 the
Company as of September 30, 1999 and December 31, 1998, and the
results of its operations and its cash flows for the nine months
ended September 30, 1999, the period from inception, April 9, 1998,
through December 31, 1998, and the period from inception,
April 9, 1998, through September 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 1 to the financial statements, the Company has no
operations and no liquid resources. Such matters raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are also described in
Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Haskell & White LLP
HASKELL & WHITE LLP

October 15, 1999

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Balance Sheets

ASSETS

As of As of
September 30, December 31,
1999 1998

Cash $ - $ -

Total assets $ - $ -

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Payable to related party $ 385 $ 385

Total liabilities 385 385

Contingencies (Note 2)

Stockholders' equity (deficit)
Preferred stock, $0.001 par
value; 2,000,000 shares
authorized; no shares issued
and outstanding - -
Common Stock, $0.001 par
value; 20,000,000 shares
authorized; 1,000,000 shares
issued and outstanding 1,000 1,000
Deficit accumulated during the
development stage (1,385) (1,385)

Total stockholders'
equity (deficit) (385) (385)

Total liabilities and
stockholders' equity
(deficit) $ - $ -
</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Statements of Operations

For the For the
Period From Period From
Inception, Inception,
Nine Months April 9, 1998, April 9, 1998
Ended Through Through
September 30, December 31, September 30,
1999 1998 1999

General and administrative expenses $ - $ 1,385 $ 1,385

Net loss $ - $ 1,385 $ 1,385

</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Statements of Stockholders' Equity (Deficit)

Common Stock Accumulated
Shares Amount Deficit Total

Balances, April 9, 1998 - $ - $ - $ -

Issuance of common stock
for services 1,000,000 1,000 - 1,000

Net loss for the period from
inception, April 9, 1998,
through December 31, 1998 - - (1,385) (1,385)

Balances, December 31, 1998 1,000,000 1,000 (1,385) (385)

Net loss for the nine months
ended September 30, 1999 - - - -

Balances, September 30, 1999 1,000,000 $ 1,000 $(1,385) $ (385)

</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Statements of Cash Flows

Increase (Decrease) in Cash

For the For the
Period From Period From
Inception, Inception,
Nine Months April 9, 1998, April 9, 1998
Ended Through Through
September 30, December 31, September 30,
1999 1998 1999

Cash flows from operating activities

Net loss $ - $ (1,385) $ (1,385)

Issuance of common stock for services - 1,000 1,000

Increase in payable to related party - 385 385

Net cash used by
operating activities - - -

Net increase (decrease) in cash - - -

Cash, beginning of period - - -

Cash, end of period - - -

</TABLE>

See Accompanying Notes to Financial Statements

<PAGE>

AGM, INC.
(A Development Stage Enterprise)

Notes to Financial Statements

1. Business, Capital Structure, and Significant Accounting Policies

Business

AGM, Inc. (A Development Stage Enterprise) (the "Company") was
incorporated on April 9, 1998 under the laws of the State of Nevada.
The Company intends to develop operating opportunities through business
combinations or mergers. To date, the Company has not conducted any
significant operations and its activities have focused primarily on
incorporation activities and organizational efforts. Expenses related
to these activities have been paid by an entity owned by the Company's
majority stockholder. As a result, the Company has recorded a $385
payable to related party as of September 30, 1999 and December 31, 1998.
Since the Company has not yet commenced any principal operations, and
has not yet earned significant revenues, the Company is considered to
be a development stage enterprise as of September 30, 1999 and
December 31, 1998.

Capital Structure

On April 10, 1998, the Company's Board of Directors approved
the issuance of 1,000,000 common shares to the Company's founders for
services, which were valued at a nominal amount approximating fair value.
Of these shares, 825,000 shares were issued to officers of the Company.
As of September 30, 1999 and December 31, 1998, one individual, an
officer of the Company, has a 68% ownership interest and no other
stockholder has a greater than 15% ownership interest.

Management Estimates

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

<PAGE>

1. Business, Capital Structure, and Significant Accounting Policies
(continued)

Going Concern and Management's Plans

The Company has not commenced significant operations and has
no liquid resources. Such matters raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans
with respect to these conditions are to search for additional sources
of capital and new operating opportunities. In the interim, the
Company will require minimal overhead, and key administrative and
management functions will be provided by stockholders. Accordingly,
the accompanying financial statements have been presented under the
assumption that the Company will continue as a going concern.

2. Year 2000 Computer Issue

The Company has not prepared an evaluation of potential issues
related to year 2000 compliance. Management does not anticipate that
there will be any significant consequences to the Company as a result
of the year 2000 computer problem based on the fact that it has no
significant assets, computer systems, or business partners. As a
result of a business combination or merger, however, the Company may
inherit computer systems that are not year 2000 compliant, or contracts
or business dealings with suppliers, contractors, or others that are
not year 2000 compliant. Failure to satisfactorily address the year
2000 issue could have a material adverse effect on the Company.

FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APRIL 9, 1998
NO. C7819-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE

ARTICLES OF INCORPORATION
OF
AGM, INC.

FIRST: The name of the corporation is AGM, Inc.

SECOND: It's resident agent and registered office in the
State of Nevada is as follows: State Agent and Transfer Syndicate,
Inc. located at 318 N. Carson Street, Suite 214, Carson City, Nevada
89701.

THIRD: This Corporation is authorized to issue two classes
of shares of stock to be designated as "Common Stock" and "Preferred
Stock". The total number of shares of Common Stock which this
Corporation is authorized to issue is Twenty Million (20,000,000)
shares, par value $0.001. The total number of shares of Preferred
Stock which this Corporation is authorized to issue is Two Million
(2,000,000) shares, par value $0.001.

The shares of Preferred Stock may be issued from time to time
in one or more series. The Board of Directors of the Corporation
(the "Board of Directors") is expressly authorized to provide for
the issue of all or any of the shares of the Preferred Stock in one
or more series, and to fix the number of shares and to determine or
alter for each such series, such voting powers, full or limited, or
no voting powers, and such designations, preferences, and relative,
participating, optional, or other rights and such qualifications,
limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such shares (a "Preferred Stock
Designation") and as may be permitted by the General Corporation Law
of the State of Nevada. The Board of Directors is also expressly
authorized to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any
series subsequent to the issue of shares of that series. In case
the number of shares of any such series shall be so decreased, the
shares constituting such decrease shall resume the status that they
had prior to the adoption of the resolution originally fixing the
number of shares of such series.

FOURTH: The governing body of this 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.

The names and addresses of the first board of directors which
shall consist of one (1) member are as follows:

M. Richard Cutler
610 Newport Center Drive
Suite 800
Newport Beach, CA 92660

<PAGE>

FIFTH: The name and address of the incorporator signing the
Articles of Incorporation is as follows:

M. Richard Cutler
610 Newport Center Drive
Suite 800
Newport Beach, California 92660

SIXTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by
paragraph 1 of Section 78.037 of the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented.

SEVENTH: The corporation shall, to the fullest extent
permitted by Section 78.751 of the General Corporation Law of the
State of Nevada, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify
under said section from and against any and all expenses,
liabilities, or other matters referred to in or covered by said
section.

I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, does make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have hereunto
set my hands this 23rd day of March, 1998.

/s/ M. Richard Cutler
M. Richard Cutler, Incorporator

STATE OF CALIFORNIA )
) SS.
COUNTY OF ORANGE )

On this 23 day of March, 1998, before me, the undersigned
Notary Public, personally appeared M. Richard Cutler, personally
known to me (or prove to me on the basis of satisfactory evidence)
to be the person whose name is subscribed to the within Instrument
and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the
instrument.

WITNESS my hand and official seal.

[NOTARY SEAL] /s/ Kerry E. Fennell
Notary Public

BYLAWS

AGM, INC.
a Nevada corporation

<PAGE>

BYLAWS

AGM, INC.
a Nevada corporation

ARTICLE I
OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office . . . . . . . . . . . 1
Section 2. Other Offices. . . . . . . . . . . . . 1

ARTICLE II
DIRECTORS - MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Powers, Standard of Care . . . . . . . 1
A. Powers. . . . . . . . . . . . . . . . . . . . . . . . 1
B. Standard of Care; Liability . . . . . . . . . . . . . 1
C. Exception for Close Corporation . . . . . . . . . . . 2
Section 2. Number and Qualification of Directors. 2
Section 3. Election and Term of Office of
Directors. . . . . . . . . . . . . . . . . . . 2
Section 4. Vacancies. . . . . . . . . . . . . . . 2
Section 5. Removal of Directors . . . . . . . . . 3
Section 6. Place of Meetings. . . . . . . . . . . 3
Section 7. Annual Meetings. . . . . . . . . . . . 4
Section 8. Other Regular Meetings . . . . . . . . 4
Section 9. Special Meetings/Notices . . . . . . . 4
Section 10. Waiver of Notice . . . . . . . . . . . 5
Section 11. Quorums. . . . . . . . . . . . . . . . 5
Section 12. Adjournment. . . . . . . . . . . . . . 5
Section 13. Notice of Adjournment. . . . . . . . . 5
Section 14. Board of Directors Provided by
Articles or Bylaws . . . . . . . . . . . . . . 5
Section 15. Directors Action by Unanimous Written
Consent. . . . . . . . . . . . . . . . . . . . 5
Section 16. Compensation of Directors. . . . . . . 6
Section 17. Committees . . . . . . . . . . . . . . 6
Section 18. Meetings and Action of Committees. . . 6
Section 19. Advisory Directors . . . . . . . . . . 6

ARTICLE III
OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Officers . . . . . . . . . . . . . . . 6
Section 2. Election of Officers . . . . . . . . . 7
Section 3. Subordinate Officers, Etc. . . . . . . 7
Section 4. Removal and Resignation of Officers. . 7
Section 5. Vacancies. . . . . . . . . . . . . . . 7
Section 6. Chairman of the Board. . . . . . . . . 7
Section 7. President and Chief Executive Officer. 7
Section 8. Vice President . . . . . . . . . . . . 8
Section 9. Secretary. . . . . . . . . . . . . . . 8
Section 10. Chief Financial Officer. . . . . . . . 8

<PAGE>

ARTICLE IV
SHAREHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. Place of Meetings. . . . . . . . . . . 9
Section 2. Annual Meeting . . . . . . . . . . . . 9
Section 3. Special Meetings . . . . . . . . . . . 9
Section 4. Notice of Meetings - Reports . . . . .10
Section 5. Quorum . . . . . . . . . . . . . . . .11
Section 6. Adjourned Meeting and Notice Thereof .11
Section 7. Waiver or Consent by Absent
Shareholders . . . . . . . . . . . . . . . . .11
Section 8. Maintenance and Inspection of Bylaws .12
Section 9. Annual Report to Shareholders. . . . .12
Section 10. Financial Statements . . . . . . . . .13
Section 11. Annual Statement of General
Information13

ARTICLE IX
AMENDMENTS TO BYLAWS . . . . . . . . . . . . . . . . . . . . . . . .14
Section 1. Amendment by Shareholders. . . . . . .14
Section 2. Amendment by Directors . . . . . . . .14
Section 3. Record of Amendments . . . . . . . . .14

ARTICLE X
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Section 1. Shareholders' Agreements . . . . . . .14
Section 2. Effect of Shareholders' Agreements . .14
Section 3. Subsidiary Corporations. . . . . . . .15
Section 4. Accounting Year. . . . . . . . . . . .15
Section 5. Form . . . . . . . . . . . . . . . . .15

<PAGE>

BYLAWS
OF
AGM, INC.
A NEVADA CORPORATION

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office for
the transaction of business of the Corporation is hereby fixed and
located at 610 Newport Center Drive, Suite 800, Newport Beach, CA
92660. The location may be changed by the Board of Directors in
their discretion, and additional offices may be established and
maintained at such other place or places, either within or outside
of Nevada, as the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices
may at any time be established by the Board of Directors at any
place or places where the Corporation is qualified to do business.

ARTICLE II
DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.

A. Powers: Subject to the provisions of the Nevada
Corporations Code (hereinafter the "Act"), and subject to any
limitations in the Articles of Incorporation of the Corporation
relating to action required to be approved by the Shareholders, or
by the outstanding shares, the business and affairs of the
Corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board of Directors. The
Board of Directors may delegate the management of the day-to-day
operation of the business of the Corporation to a management company
or other persons, provided that the business and affairs of the
Corporation shall be managed, and all corporate powers shall be
exercised, under the ultimate direction of the Board.

B. Standard of Care; Liability:

(i) Each Director shall exercise such powers and
otherwise perform such duties, in good faith, in the matters such
Director believes to be in the best interests of the Corporation,
and with such care, including reasonable inquiry, using ordinary
prudence, as a person in a like position would use under similar
circumstances.

<PAGE>

(ii) In performing the duties of a Director, a
Director shall be entitled to rely on information, opinions,
reports, or statements, including financial statements and other
financial data, in which case prepared or presented by:

(a) One or more officers or employees of
the Corporation whom the Director believes to be reliable and
competent in the matters presented,

(b) Counsel, independent accountants or
other persons as to which the Director believes to be within such
person's professional or expert competence, or

(c) A Committee of the Board upon which
the Director does not serve, as to matters within its designated
authority, which committee the Director believes to merit
confidence, so long as in any such case the Director acts in good
faith, after reasonable inquiry when the need therefor is indicated
by the circumstances and without knowledge that would cause such
reliance to be unwarranted.

C. Exception for Close Corporation. Notwithstanding the
provisions of Section 1 of this Article, in the event that the
Corporation shall elect to become a close corporation, its
Shareholders may enter into a Shareholders' Agreement. Said
Agreement may provide for the exercise of corporate powers and the
management of the business and affairs of the Corporation by the
Shareholders; provided, however, such agreement shall, to the extent
and so long as the discretion or powers of the Board of Directors in
its management of corporate affairs is controlled by such agreement,
impose upon each Shareholder who is a party hereof, liability for
managerial acts performed or omitted by such person pursuant thereto
otherwise imposed upon Directors; and the Directors shall be
relieved to that extent from such liability.

Section 2. Number and Qualification of Directors. The
authorized number of Directors of the Corporation shall be at least
one (1) but not more than seven (7) until changed by a duly adopted
amendment to the Articles of Incorporation or by an amendment to
this Section 2 of Article II of these Bylaws, adopted by the vote or
written consent of Shareholders entitled to exercise majority voting
power as provided in the Act.

Section 3. Election and Term of Office of Directors.
Directors shall be elected at each annual meeting of the
Shareholders to hold office until the next annual meeting. Each
Director, including a Director elected to fill a vacancy, shall hold
office until the expiration of the term for which elected and until
a successor has been elected and qualified.

Section 4. Vacancies.

A. Vacancies on the Board of Directors may be filled by
a majority of the remaining Directors, though less than a quorum, or
by a sole remaining Director, except that a vacancy created by the
removal of a Director by the vote or written consent of the
Shareholders, or by a court order, may be filled only by the vote of
a majority of the shares entitled to vote, represented at a duly
held meeting at which a quorum is present, or by the written consent
of holders of the majority of the outstanding shares entitled to
vote. Each Director so elected shall hold office until the next
annual meeting of the Shareholders and until a successor has been
elected and qualified.

<PAGE>

B. A vacancy or vacancies on the Board of Directors
shall be deemed to exist in the event of the death, resignation or
removal of any Director, or if the Board of Directors by resolution
declares vacant the office of a Director who has been declared of
unsound mind by an order of court or convicted of a felony.

C. The Shareholders may elect a Director or Directors at
any time to fill any vacancy or vacancies not filled by the
Directors, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to vote.

D. Any Director may resign, effective on giving written
notice to the Chairman of the Board, the President, the Secretary,
or the Board of Directors, unless the notice specifies a later time
for that resignation to become effective. If the resignation of a
Director is effective at a future time, the Board of Directors may,
prior to the effective date of a Director's resignation, elect a
successor to take office when the resignation becomes effective.

E. No reduction of the authorized number of Directors
shall have the effect of removing any Director before that
Director's term of office expires.

Section 5. Removal of Directors.

A. The entire Board of Directors, or any individual
Director, may be removed from office as provided by the Act. In
such case, the remaining members, if any, of the Board of Directors
may elect a successor Director to fill such vacancy for the
remaining unexpired term of the Director so removed.

B. No Director may be removed (unless the entire Board
is removed) when the votes cast against removal or not consenting in
writing to such removal would be sufficient to elect such Director
if voted cumulatively at an election at which the same total number
of votes were cast (or, if such action is taken by written consent,
all shares entitled to vote, were voted) and the entire number of
Directors authorized at the time of the Directors most recent
election were then being elected; and when by the provisions of the
Articles of Incorporation the holders of the shares of any class or
series voting as a class or series are entitled to elect one or more
Directors, any Director so elected may be removed only by the
applicable vote of the holders of the shares of that class or series.

Section 6. Place of Meetings. Regular meetings of the
Board of Directors shall be held at any place within or outside the
state that has been designated from time to time by resolution of
the Board. In the absence of such resolution, regular meetings
shall be held at the principal executive office of the Corporation.
Special meetings of the Board shall be held at any place within or
outside the state that has been designated in the notice of the
meeting, or, if not stated in the notice or there is no notice, at
the principal executive office of the Corporation. Any meeting,
regular or special, may be held by conference telephone or similar
communication equipment, so long as all Directors participating in
such meeting can hear one another, and all such Directors shall be
deemed to have been present in person at such meeting.

<PAGE>

Section 7. Annual Meetings. Immediately following each
annual meeting of Shareholders, the Board of Directors shall hold a
regular meeting for the purpose of organization, the election of
officers and the transaction of other business. Notice of this
meeting shall not be required. Minutes of any meeting of the Board,
or any committee thereof, shall be maintained as required by the Act
by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

A. Other regular meetings of the Board of Directors
shall be held without call at such time as shall from time to time
be fixed by the Board of Directors. Such regular meetings may be
held without notice, provided the time and place of such meetings
has been fixed by the Board of Directors, and further provided the
notice of any change in the time of such meeting shall be given to
all the Directors. Notice of a change in the determination of the
time shall be given to each Director in the same manner as notice
for such special meetings of the Board of Directors.

B. If said day falls upon a holiday, such meetings shall
be held on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

A. Special meetings of the Board of Directors for any
purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any
two Directors.

B. Notice of the time and place for special meetings
shall be delivered personally or by telephone to each Director or
sent by first class mail or telegram, charges prepaid, addressed to
each Director at his or her address as it is shown in the records of
the Corporation. In case such notice is mailed, it shall be
deposited in the United States mail at least four days prior to the
time of holding the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered
personally or be telephone or to the telegram company at least 48
hours prior to the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated to
either the Director or to a person at the office of the Director who
the person giving the notice has reason to believe will promptly
communicate same to the Director. The notice need not specify the
purpose of the meeting, nor the place, if the meeting is to be held
at the principal executive office of the Corporation.

<PAGE>

Section 10. Waiver of Notice.

A. The transactions of any meeting of the Board of
Directors, however called, noticed, or wherever held, shall be as
valid as though had at a meeting duly held after the regular call
and notice if a quorum be present and if, either before or after the
meeting, each of the Directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the
minutes thereof. Waivers of notice or consent need not specify the
purposes of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made part of the
minutes of the meeting.

B. Notice of a meeting shall also be deemed given to any
Director who attends the meeting without protesting, prior thereto
or at its commencement, the lack of notice to such Director.

Section 11. Quorums. A majority of the authorized number
of Directors shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 12 of this
Article II. Every act or decision done or made by a majority of the
Directors present at a meeting duly held at which a quorum was
present shall be regarded as the act of the Board of Directors,
subject to the provisions of the Act. A meeting at which a quorum
is initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken is
approved by at least a majority of the required quorum for that
meeting.

Section 12. Adjournment. A majority of the directors
present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and
place of the holding of an adjourned meeting need not be given,
unless the meeting is adjourned for more than 24 hours, in which
case notice of such time and place shall be given prior to the time
of the adjourned meeting to the Directors who were not present at
the time of the adjournment.

Section 14. Board of Directors Provided by Articles or
Bylaws. In the event only one Director is required by the Bylaws or
the Articles of Incorporation, then any reference herein to notices,
waivers, consents, meetings or other actions by a majority or quorum
of the Board of Directors shall be deemed or referred as such
notice, waiver, etc., by the sole Director, who shall have all
rights and duties and shall be entitled to exercise all of the
powers and shall assume all the responsibilities otherwise herein
described, as given to the Board of Directors.

Section 15. Directors Action by Unanimous Written Consent.
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting and with the same force and
effect as if taken by a unanimous vote of Directors, if authorized
by a writing signed individually or collectively by all members of
the Board of Directors. Such consent shall be filed with the
regular minutes of the Board of Directors.

<PAGE>

Section 16. Compensation of Directors. Directors, and
members as such, shall not receive any stated salary for their
services, but by resolution of the Board of Directors, a fixed sum
and expense of attendance, if any, may be allowed for attendance at
each regular and special meeting of the Board of Directors;
provided, however, that nothing contained herein shall be construed
to preclude any Director from serving the Corporation in any other
capacity as an officer, employee or otherwise receiving compensation
for such services.

Section 17. Committees. Committees of the Board of
Directors may be appointed by resolution passed by a majority of the
whole Board. Committees shall be composed of two or more members of
the Board of Directors. The Board may designate one or more
Directors as alternate members of any committee, who may replace any
absent member at any meeting of the committee. Committees shall
have such powers as those held by the Board of Directors as may be
expressly delegated to it by resolution of the Board of Directors,
except those powers expressly made non-delegable by the Act.

Section 18. Meetings and Action of Committees. Meetings
and action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article II, Sections 6, 8, 9, 10,
11, 12, 13 and 15, with such changes in the context of those
Sections as are necessary to substitute the committee and its
members for the Board of Directors and its members, except that the
time of the regular meetings of the committees may be determined by
resolution of the Board of Directors as well as the committee, and
special meetings of committees may also be given to all alternate
members, who shall have the right to attend all meetings of the
committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of
these Bylaws.

Section 19. Advisory Directors. The Board of Directors
from time to time may elect one or more persons to be Advisory
Directors, who shall not by such appointment be members of the Board
of Directors. Advisory Directors shall be available from time to
time to perform special assignments specified by the President, to
attend meetings of the Board of Directors upon invitation and to
furnish consultation to the Board of Directors. The period during
which the title shall be held may be prescribed by the Board of
Directors. If no period is prescribed, the title shall be held at
the pleasure of the Board of Directors.

ARTICLE III
OFFICERS

Section 1. Officers. The principal officers of the
Corporation shall be a President, a Vice President, a Secretary, and
a Chief Financial Officer who may also be called Treasurer. The
Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents, one
or more Assistant Secretaries, one or more Assistant Treasurers, and
such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article III. Any number of offices
may be held by the same person.

Section 2. Election of Officers. The principal officers
of the Corporation, except such officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen by the Board of Directors, and each shall
serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment.

<PAGE>

Section 3. Subordinate Officers, Etc. The Board of
Directors may appoint such other officers as the business of the
Corporation may require, each of whom shall hold office for such
period, have such authority and perform such duties as are provided
in the Bylaws or as the Board of Directors may from time to time
determine.

Section 4. Removal and Resignation of Officers.

A. Subject to the rights, if any, of an officer under
any contract of employment, any officer may be removed, either with
or without cause, by a majority of the Directors at that time in
office, at any regular or special meeting of the Board of Directors,
or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

B. Any officer may resign at any time by giving written
notice to the Board of Directors. Any resignation shall take effect
on the date of the receipt of that notice or at any later time
specified in that notice; and, unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to
make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the
officer is a party.

Section 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in the Bylaws for regular
appointments to that office.

Section 6. Chairman of the Board.

A. The Chairman of the Board, if such an officer be
elected, shall, if present, preside at the meetings of the Board of
Directors and exercise and perform such other powers and duties as
may, from time to time, be assigned by the Board of Directors or
prescribed by the Bylaws. If there is no President, the Chairman of
the Board shall, in addition, be the Chief Executive Officer of the
Corporation and shall have the powers and duties prescribed in
Section 7 of this Article III.

Section 7. President and Chief Executive Officer.
Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there is such an
officer, the President along with the Chief Executive Officer of the
Corporation shall, subject to the control of the Board of Directors,
have general supervision, discretion and control of the business and
officers of the Corporation. The President or the Chief Executive
Officer shall preside at all meetings of the Shareholders and, in
the absence of the Chairman of the Board, or if there be none, at
all meetings of the Board of Directors. The President and Chief
Executive Officer, jointly, shall have the general powers and duties
of management usually vested in the office of President and Chief
Executive Officer of a corporation, each shall be ex officio a
member of all the standing committees, including the Executive
Committee, if any, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the Bylaws.

<PAGE>

Section 8. Vice President. In the absence or disability
of the President or Chief Executive Officer, the Vice Presidents, if
any, in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President or Chief
Executive Officer, as the case may be, and when so acting, shall
have all the powers of, and be subject to all the restrictions upon,
the President or the Chief Executive Officer. The Vice Presidents
shall have such other powers and perform such other duties as from
time to time may be prescribed for them, respectively, by the Board
of Directors or the Bylaws, the President, the Chief Executive
Officer, or the Chairman of the Board.

Section 9. Secretary.

A. The Secretary shall keep, or cause to be kept, a book
of minutes of all meetings of the Board of Directors and
Shareholders at the principal office of the Corporation or such
other place as the Board of Directors may order. The minutes shall
include the time and place of holding the meeting, whether regular
or special, and if a special meeting, how authorized, the notice
thereof given, and the names of those present at Directors' and
committee meetings, the number of shares present or represented at
Shareholders' meetings and the proceedings thereof.

B. The Secretary shall keep, or cause to be kept, at the
principal office of the Corporation or at the office of the
Corporation's transfer agent, a share register, or duplicate share
register, showing the names of the Shareholders and their addresses;
the number and classes or shares held by each; the number and date
of certificates issued for the same; and the number and date of
cancellation of every certificate surrendered for cancellation.

C. The Secretary shall give, or cause to be given,
notice of all the meetings of the Shareholders and of the Board of
Directors required by the Bylaws or by law to be given. The
Secretary shall keep the seal of the Corporation in safe custody,
and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by the Bylaws.

Section 10. Chief Financial Officer or Treasurer.

A. The Chief Financial Officer shall keep and maintain,
or cause to be kept and maintained, in accordance with generally
accepted accounting principles, adequate and correct accounts of the
properties and business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, earnings (or surplus) and shares issued. The books
of account shall, at all reasonable times, be open to inspection by
any Director.

<PAGE>

B. The Chief Financial Officer shall deposit all monies
and other valuables in the name and to the credit of the Corporation
with such depositaries as may be designated by the Board of
Directors. The Chief Financial Officer shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an
account of all of the transactions of the Chief Financial Officer
and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed
by the Board of Directors or the Bylaws.

ARTICLE IV
SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings. Meetings of the
Shareholders shall be held at any place within or outside the state
of Nevada designated by the Board of Directors. In the absence of
any such designation, Shareholders' meetings shall be held at the
principal executive office of the Corporation.

Section 2. Annual Meeting.

A. The annual meeting of the Shareholders shall be held,
each year, as follows:

Time of Meeting: 10:00 A.M.
Date of Meeting: Second Tuesday in April

B. If this day shall be a legal holiday, then the
meeting shall be held on the next succeeding business day, at the
same time. At the annual meeting, the Shareholders shall elect a
Board of Directors, consider reports of the affairs of the
Corporation and transact such other business as may be properly
brought before the meeting.

C. If the above date is inconvenient, the annual meeting
of Shareholders shall be held each year on a date and at a time
designated by the Board of Directors within ninety days of the above
date upon proper notice to all Shareholders.

Section 3. Special Meetings.

A. Special meetings of the Shareholders for any purpose
or purposes whatsoever, may be called at any time by the Board of
Directors, the Chairman of the Board, the President, or by one or
more Shareholders holding shares in the aggregate entitled to cast
not less than 10% of the votes at any such meeting. Except as
provided in paragraph B below of this Section 3, notice shall be
given as for the annual meeting.

<PAGE>

B. If a special meeting is called by any person or
persons other than the Board of Directors, the request shall be in
writing, specifying the time of such meeting and the general nature
of the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the Chairman of the Board, the President,
any Vice President or the Secretary of the Corporation. The officer
receiving such request shall forthwith cause notice to be given to
the Shareholders entitled to vote, in accordance with the provisions
of Sections 4 and 5 of this Article, indicating that a meeting will
be held at the time requested by the person or persons calling the
meeting, not less than 35 nor more than 60 days after the receipt of
the request. If the notice is not given within 20 days after
receipt of the request, the person or persons requesting the meeting
may give the notice in the manner provided in these Bylaws. Nothing
contained in this paragraph of this Section shall be construed as
limiting, fixing or affecting the time when a meeting of
Shareholders called by action of the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.

A. Notice of any Shareholders meetings, annual or
special, shall be given in writing not less than 10 days nor more
than 60 days before the date of the meeting to Shareholders entitled
to vote thereat by the Secretary or the Assistant Secretary, or if
there be no such officer, or in the case of said Secretary or
Assistant Secretary's neglect or refusal, by any Director or
Shareholder.

B. Such notices or any reports shall be given personally
or by mail or other means of written communication as provided in
the Act and shall be sent to the Shareholder's address appearing on
the books of the Corporation, or supplied by the Shareholder to the
Corporation for the purpose of notice, and in the absence thereof,
as provided in the Act by posting notice at a place where the
principal executive office of the Corporation is located or by
publication at least once in a newspaper of general circulation in
the county in which the principal executive office is located.

C. Notice of any meeting of Shareholders shall specify
the place, the day and the hour of meeting, and (i) in case of a
special meeting, the general nature of the business to be transacted
and that no other business may be transacted, or (ii) in the case of
an annual meeting, those matters which the Board of Directors, at
the date of mailing of notice, intends to present for action by the
Shareholders. At any meetings where Directors are elected, notice
shall include the names of the nominees, if any, intended at the
date of notice to be presented for election.

D. Notice shall be deemed given at the time it is
delivered personally or deposited in the mail or sent by other means
of written communication. The officer giving such notice or report
shall prepare and file in the minute book of the Corporation an
affidavit or declaration thereof.

<PAGE>

E. If action is proposed to be taken at any meeting for
approval of (i) contracts or transactions in which a Director has a
direct or indirect financial interest, (ii) an amendment to the
Articles of Incorporation, (iii) a reorganization of the
Corporation, (iv) dissolution of the Corporation, or (v) a
distribution to preferred Shareholders, the notice shall also state
the general nature of such proposal.

Section 5. Quorum.

A. The holders of a majority of the shares entitled to
vote at a Shareholders' meeting, present in person, or represented
by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise
provided by the Act or by these Bylaws.

B. The Shareholders present at a duly called or held
meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by a majority of the shares required
to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.

A. Any Shareholders' meeting, annual or special, whether
or not a quorum is present, may be adjourned from time to time by
the vote of the majority of the shares represented at such meeting,
either in person or by proxy, but in the absence of a quorum, no
other business may be transacted at such meeting.

B. When any meeting of Shareholders, either annual or
special, is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are
announced at a meeting at which the adjournment is taken, unless a
new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than 45 days from the date set for the
original meeting, in which case the Board of Directors shall set a
new record date. Notice of any adjourned meeting shall be given to
each Shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Section 4 of this Article. At
any adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.

Section 7. Waiver or Consent by Absent Shareholders.

A. The transactions of any meeting of Shareholders,
either annual or special, however called and noticed, shall be valid
as though had at a meeting duly held after regular call and notice,
if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each of the Shareholders entitled to
vote, not present in person or by proxy, sign a written waiver of
notice, or a consent to the holding of such meeting or an approval
of the minutes thereof.

B. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any regular
or special meeting of Shareholders, except that if action is taken
or proposed to be taken for approval of any of those matters
specified in Section E of Section 4 of this Article, the waiver of
notice or consent shall state the general nature of such proposal.
All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

<PAGE>

C. Attendance of a person at a meeting shall also
constitute a waiver of notice of such meeting, except when the
person objects, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in
the notice. A Shareholder or Shareholders of the Corporation
holding at least 5% in the aggregate of the outstanding voting
shares of the Corporation may (i) inspect, and copy the records of
Shareholders' names and addresses and shareholdings during usual
business hours upon five days prior written demand upon the
Corporation, and/or (ii) obtain from the transfer agent by paying
such transfer agent's usual charges for such a list, a list of the
Shareholders' names and addresses who are entitled to vote for the
election of Directors, and their shareholdings, as of the most
recent record date for which such list has been compiled or as of a
date specified by the Shareholders subsequent to the day of demand.
Such list shall be made available by the transfer agent on or before
the later of five days after the demand is received or the date
specified therein as the date as of which the list is to be
compiled. The record of Shareholders shall also be open to
inspection upon the written demand of any Shareholder or holder of a
voting trust certificate, at any time during usual business hours,
for a purpose reasonably related to such holder's interest as a
Shareholder or as a holder of a voting trust certificate. Any
inspection and copying under this Section may be made in person or
by an agent or attorney of such Shareholder or holder of a voting
trust certificate making such demand.

Section 8. Maintenance and Inspection of Bylaws. The
Corporation shall keep at its principal executive office, or if not
in this state, at its principal business office in this state, the
original or a copy of the Bylaws amended to date, which shall be
open to inspection by the Shareholders at all reasonable times
during office hours. If the principal executive office of the
Corporation is outside the state and the Corporation has no
principal business office in this state, the Secretary shall, upon
written request of any Shareholder, furnish to such Shareholder a
copy of the Bylaws as amended to date.

Section 9. Annual Report to Shareholders.

A. Provided the Corporation has 100 Shareholders or
less, the Annual Report to Shareholders referred to in the Act is
expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the Board of Directors from issuing annual or other
period reports to Shareholders of the Corporation as they deem
appropriate.

<PAGE>

B. Should the Corporation have 100 or more Shareholders,
an Annual Report to Shareholders must be furnished not later than
120 days after the end of each fiscal period. The Annual Report to
Shareholders shall be sent at least 15 days before the annual
meeting of the Shareholders to be held during the next fiscal year
and in the manner specified in Section 4 of Article V of these
Bylaws for giving notice to Shareholders of the Corporation. The
Annual Report to Shareholders shall contain a Balance Sheet as of
the end of the fiscal year and an Income Statement and Statement of
Changes in Financial Position for the fiscal year, accompanied by
any report of independent accountants or, if there is no such
report, the certificate of an authorized officer of the Corporation
that the statements were prepared without audit from the books and
records of the Corporation.

Section 10. Financial Statements.

A. A copy of any annual financial statement and any
Income Statement of the Corporation for each quarterly period of
each fiscal year, and any accompanying Balance Sheet of the
Corporation as of the end of each such period, that has been
prepared by the Corporation shall be kept on file at the principal
executive office of the Corporation for 12 months from the date of
its execution, and each such statement shall be exhibited at all
reasonable times to any Shareholder demanding an examination of such
statement or a copy shall be made for any such Shareholder.

B. If a Shareholder or Shareholders holding at least 5%
of the outstanding shares of any class of stock of the Corporation
make a written request to the Corporation for an Income Statement of
the Corporation for the three month, six month or nine month period
of the then current fiscal year ended more than 30 days prior to the
date of the request, and a Balance Sheet of the Corporation at the
end of such period, the Chief Financial Officer shall cause such
statement to be prepared, if not already prepared, and shall deliver
personally or mail such statement or statements to the person making
the request within 30 days after the receipt of such request. If
the Corporation has not sent to the Shareholders its Annual Report
for the last fiscal year, this report shall likewise be delivered or
mailed to such Shareholder or Shareholders within 30 days after such
request.

C. The Corporation also shall, upon the written request
of any Shareholder, mail to the Shareholder a copy of the last
annual, semi-annual or quarterly Income Statement which it has
prepared and a Balance Sheet as of the end of such period. This
quarterly Income Statement and Balance Sheet referred to in this
Section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the Corporation or the
certificate of authorized officer of the Corporation such that
financial statements were prepared without audit from the books and
records of the Corporation.

Section 11. Annual Statement of General Information. The
Corporation shall, in a timely manner, in each year, file with the
Secretary of State of Nevada, on the prescribed form, the statement
setting forth the authorized number of Directors, the names and
complete business or residence addresses of all incumbent Directors,
the names and complete business or residence addresses of the Chief
Executive Officer, Secretary and Chief Financial Officer, the street
address of its principal executive office or principal business
office in this state and the general type of business constituting
the principal business activity of the Corporation, together with a
designation of the agent of the Corporation for the purpose of the
service of process, all in compliance with the Act.

<PAGE>

ARTICLE IX
AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders. New Bylaws may be
adopted or these Bylaws may be amended or repealed by the vote or
written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the Articles of
Incorporation of the Corporation set forth the number of authorized
Directors of the Corporation, the authorized number of Directors may
be changed only by amendment to the Articles of Incorporation.

Section 2. Amendment by Directors. Subject to the rights
of the Shareholders to adopt, amend or repeal the Bylaws, as
provided in Section 1 of this Article IX, and the limitations of the
Act, the Board of Directors may adopt, amend or repeal any of these
Bylaws other than an amendment to the Bylaws changing the authorized
number of Directors.

Section 3. Record of Amendments. Whenever an amendment
or new Bylaw is adopted, it shall be copies in the corporate book of
Bylaws with the original Bylaws, in the appropriate place. If any
Bylaw is repealed, the fact of repeal with the date of the meeting
at which the repeal was enacted or written assent was filed shall be
stated in the corporate book of Bylaws.

ARTICLE X
MISCELLANEOUS

Section 1. Shareholders' Agreements. Notwithstanding
anything contained in this Article X to the contrary, in the event
the Corporation elects to become a close corporation, an agreement
between two or more Shareholders thereof, if in writing and signed
by the parties thereto, may provide that in exercising any voting
rights, the shares held by them shall be voted as provided therein
or in the Act, and may otherwise modify the provisions contained in
Article IV, herein as to Shareholders' meetings and actions.

Section 2. Effect of Shareholders' Agreements. Any
Shareholders' Agreement authorized by the Act, shall only be
effective to modify the terms of these Bylaws if the Corporation
elects to become a close corporation with the appropriate filing of
an amendment to its Articles of Incorporation as required by the Act
and shall terminate when the Corporation ceases to be a close
corporation. Any other provisions of the Act or these Bylaws may be
altered or waived thereby, but to the extent they are not so altered
or waived, these Bylaws shall be applicable.

Section 3. Subsidiary Corporations. Shares of the
Corporation owned by a subsidiary shall not be entitled to vote on
any matter.

<PAGE>

Section 4. Accounting Year. The accounting year of the
Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Form. The corporate seal shall be circular in
form, and shall have inscribed thereon the name of the Corporation,
the date of its incorporation, and the word "Nevada" to indicate the
Corporation was incorporated pursuant to the laws of the State of
Nevada.

<PAGE>

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

1. I am the duly elected and acting secretary of AGM,
Inc., a Nevada corporation; and

2. The foregoing Bylaws, consisting of 16 pages, are the
Bylaws of this Corporation as adopted by the Board of Directors in
accordance with the Nevada Business Corporation Act and that such
Bylaws have not been amended and are in full force and effect.

IN WITNESS WHEREOF, I have subscribed my name and affixed
the seal of this Corporation on April 10, 1998.

/s/ Brian A. Lebrecht
_________________________________
Brian A. Lebrecht, Secretary

INDEPENDENT AUDITORS' CONSENT

We agree to the inclusion in this Form 10-SB of our report, dated
October 15, 1999, on our audit of the financial statements of
AGM, Inc. for the nine months ended September 30, 1999, the
period from inception, April 9, 1998, through December 31, 1998,
and the period from inception, April 9, 1998, through
September 30, 1999.

/s/ Haskell & White LLP
HASKELL & WHITE LLP

Newport Beach, California
October 26, 1999

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<PERIOD-TYPE> 9-MOS OTHER
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1999 APR-09-1998
<PERIOD-END> SEP-30-1999 DEC-31-1998
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