I CRYSTAL INC, DEF 14A, 2000-05-31

I CRYSTAL INC
DEF 14A, 2000-05-31
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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SCHEDULE 14A PRIVATE
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
</TABLE>

I CRYSTAL, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

<TABLE>
<S> <C> <C>
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction
applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing party:

(4) Date filed:
</TABLE>
<PAGE>
[LOGO]

May 30, 2000

Dear Stockholder:

On behalf of the Board of Directors (the "Board") of I crystal, Inc. (the
"Company") I cordially invite you to the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on June 15, 2000 at 10:00 a.m., Pacific Standard
Time (PST) at the Company's executive office, located at 3237 King George Hwy.,
Ste. 101-B, in Surrey, British Columbia, Canada. I hope that you will be able to
attend in person. Following the formal business of the Annual Meeting,
management will be available to respond to your questions.

At the Annual Meeting, stockholders will be asked to consider and vote upon
the following matters:

(1) To ratify the past actions of the Board of Directors changing the name
of the Company to "Softnet Industries, Inc." and subsequently to "I
crystal, Inc.";

(2) To consider and vote on an amendment of the Company's Certificate of
Incorporation (the "Amended Certificate") to change the Company's name
to "iCrystal, Inc.";

(3) To consider and vote on the adoption of Amended and Restated Bylaws for
the Company (the "Amended Bylaws");

(4) To elect Larry J. Hrabi, Derek Bodnarchuk and H. Rex Hollett as
directors of the Company until the next annual meeting of stockholders;

(5) To consider and vote on the approval of the Company's 2000 Incentive
Plan (the "2000 Plan"), which would allow the Company to issue options
and stock based awards entitling the holders to exercise the awards to
acquire up to 3,000,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"). If approved, the 2000 Plan would
allow for the grant of tax qualified incentive awards to officers and
employees (including directors) and non-tax qualified awards to
non-employee directors and consultants; and

(6) To consider and vote on such other matters as may properly be presented
incident to the conduct of the Annual Meeting or any adjournment or
postponement thereof.

After careful consideration and consultation with its legal and financial
advisors, the Board has approved, and recommends that the stockholders vote FOR
the ratification of the prior changes in the Company's name instituted by the
Board, FOR adoption of the Amended Certificate changing the Company's name to
"iCrystal, Inc.," FOR the adoption of the Amended Bylaws of the Company, FOR all
nominated directors and FOR the adoption of the 2000 Plan.

At the Annual Meeting, each holder of record of shares of the Company's
Common Stock as of May 18, 2000 (the "Record Date") will be entitled to one (1)
vote on each matter properly brought before the Annual Meeting. On the Record
Date there were 14,682,800 shares of the Company's Common Stock, issued and
outstanding, not including 200,000 shares of Common Stock issued to a party
which has declined to accept such shares or an additional 1,000,000 shares of
Common Stock committed to be issued by the Company in the first quarter of 2000
and in April 2000. The Company currently has no other classes of stock.

The ratification of the prior name changes by the Company's Board of
Directors requires the approval of a majority of the holders of the Company's
Common Stock. The changing of the Company's name to "iCrystal, Inc." requires an
amendment to the Company's Certificate of Incorporation by the affirmative

<PAGE>

vote of a majority of the holders of Common Stock. Adoption of the Amended
Bylaws requires the approval of a majority of stockholders present, either in
person or by proxy, at the Annual Meeting once a quorum is present. Approval of
the 2000 Plan requires the affirmative vote of a majority of the stockholders
present at the Annual Meeting once a quorum has been achieved.

The Board of Directors believes that the ratification of the prior changes
of the Company's name to "Softnet Industries, Inc." and subsequently to "I
crystal, Inc." are warranted given conflicts between the Delaware General
Corporate Law and the Company's current Bylaws. For a further discussion see
PROPOSAL 1--TO RATIFY THE PAST ACTIONS OF THE BOARD OF DIRECTORS CHANGING THE
NAME OF THE COMPANY TO "SOFTNET INDUSTRIES, INC." AND "I CRYSTAL, INC." in the
accompanying Proxy Statement.

The Board of Directors believes that the adoption of the Amended Certificate
changing the Company's name to "iCrystal,Inc.' will better represent the
Company's current business plan as a developer of casino style and table gaming
software and as a developer of casino websites for the Internet market. For a
further discussion of the purpose of the adoption of the Amended Certificate
changing the name of the Company to "iCrystal, Inc.", see PROPOSAL 2--TO APPROVE
THE AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE
COMPANY NAME TO "iCRYSTAL, INC." in the accompanying Proxy Statement.

The Board of Directors believes that the adoption of the Amended Bylaws will
provide the Company with a governing structure which will better reflect the
Company's status as a publicly held and traded company with numerous and diverse
stockholders. For a further discussion of the purpose of the adoption of the
Amended Bylaws, see "PROPOSAL 3--TO APPROVE THE ADOPTION OF AMENDED AND RESTATED
BYLAWS OF THE COMPANY" in the accompanying Proxy Statement.

If the Amended Bylaws are approved, the stockholders will be asked to vote
for the three directors nominated by the Board of Directors, each of whom will
be elected if approved by a majority of the stockholders representing a quorum
at the Annual Meeting. Currently, the Company's Bylaws require only one director
and specify that the director is to be elected by a plurality of votes at a
stockholder's meeting. In the event the Amended Bylaws are not approved, the
Board of Directors will reconstitute itself to one director with Mr. Hrabi
nominated for election to serve as director of the Company until the next annual
meeting. For a further discussion of the names and qualifications of the
nominated Directors see "PROPOSAL 4--NOMINATION AND ELECTION OF DIRECTORS" in
the accompanying Proxy Statement.

Finally, the Board is recommending the adoption of the 2000 Plan by the
stockholders in order to keep the Company competitive in a tight high tech labor
market. For a further discussion of the purpose and effect of the 2000 Plan see
"PROPOSAL 5--APPROVAL OF THE 2000 PLAN" in the accompanying Proxy Statement.

Details of the effect of the Amended Certificate, the Amended Bylaws, the
Company's 2000 Plan and the names and qualifications of the nominees for
directors of the Company and other important information are set forth in the
accompanying Proxy Statement and should be considered carefully by stockholders.

I hope that you will attend the Annual Meeting. Whether or not you plan to
attend the Annual Meeting and regardless of the number of shares of stock you
own, please complete, date and sign the enclosed proxy card and return it
promptly in the accompanying envelope. You may, of course, attend the Annual
Meeting and vote in person, even if you have previously returned your proxy
card.

BY ORDER OF THE BOARD OF DIRECTORS

[LOGO]

Larry J. Hrabi,
Chairman of the Board

<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that I crystal, Inc. (the "Company") will hold its
Annual Meeting of Stockholders on June 15, 2000 at 10:00 a.m. Pacific Standard
Time (PST) at the Company's executive office, located at 3237 King George Hwy.,
Ste. 101-B, in Surrey, British Columbia, Canada. The Annual Meeting is being
held for the following purposes:

PROPOSAL 1: To ratify the past actions of the Board of Directors (the
"Board") changing the name of the Company to "Softnet
Industries, Inc." and subsequently to "I crystal, Inc.";

PROPOSAL 2: To consider and vote on an amendment of the Company's
Certificate of Incorporation (the "Amended Certificate") to
change the Company's name to "iCrystal, Inc.";

PROPOSAL 3: To consider and vote on the adoption of Amended and
Restated Bylaws (the "Amended Bylaws") for the Company;

PROPOSAL 4: To elect Larry J. Hrabi, Derek Bodnarchuk and H. Rex
Hollett as directors of the Company until the next annual
meeting of stockholders;

PROPOSAL 5: To consider and vote on the approval of the Company's 2000
Incentive Plan (the "2000 Plan"), which would allow the
Company to issue options and stock based awards entitling
the holders to exercise the awards to acquire up to
3,000,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"). If approved, the 2000
Plan would allow for the grant of tax qualified incentive
awards to officers and employees (including directors) and
non-tax qualified awards to non-employee directors and
consultants; and

To consider and vote on such other matters as may properly be presented
incident to the conduct of the Annual Meeting or any adjournment or postponement
thereof.

The record date for the determination of the stockholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournment or postponement of the
Annual Meeting is May 18, 2000 (the "Record Date"). Stockholders of the
Company's Common Stock, on the Record Date, will be entitled to participate in
and vote at the Annual Meeting. Each share of Common Stock represented at the
Annual Meeting will be entitled to one (1) vote on each matter properly brought
before the Annual Meeting.

Your attention is directed to the accompanying proxy information, which
summarizes each item, and the exhibits. Stockholders who do not expect to attend
the Annual Meeting in person and who are entitled to vote, are requested to
date, sign and mail the enclosed proxy card as promptly as possible in the
enclosed envelope.

Dated: May 30, 2000

BY ORDER OF THE BOARD OF DIRECTORS

[LOGO]

Larry J. Hrabi,
Chairman of the Board
<PAGE>
STOCKHOLDER INFORMATION ON ANNUAL MEETING

The enclosed materials have been prepared to provide each stockholder
entitled to vote at the Annual Meeting of Stockholders to be held on June 15,
2000 (the "Annual Meeting") with information concerning the matters to be
considered at the Annual Meeting. Please read these materials carefully before
you vote on the enclosed proxy or at the Annual Meeting.

VOTING, USE OF PROXY AND QUORUM

VOTING

We hope you can attend the Annual Meeting. If you attend, YOU CAN EITHER
VOTE AT THE ANNUAL MEETING ON BALLOTS THAT WILL BE AVAILABLE FOR SUCH USE OR YOU
CAN COMPLETE AND RETURN THE ENCLOSED PROXY CARD PRIOR TO THE ANNUAL MEETING TO
FACILITATE OUR TABULATION OF STOCKHOLDER VOTES. If you are using a proxy to
vote, please specify your choices by marking the appropriate spaces on the
enclosed proxy card, signing and dating the proxy card and returning it in the
accompanying envelope. If no directions are given and the signed proxy card is
returned, management proxy holders will vote the shares for the election of all
listed nominees in accordance with the directors' recommendations on the other
subjects listed on the proxy, and at their discretion on any other matters that
may properly come before the Annual Meeting. For approval, each proposal
requires a simple majority vote of the ballots cast, except for the approval of
the Amended Certificate and the election of directors. Ratification of the prior
name changes of the Company and approval of the Amended Certificate will require
the approval of a majority of the outstanding shares of Common Stock. Election
of directors currently requires the approval of a plurality of votes under the
Company's current Bylaws but will require the approval of a majority of the
shares represented at the Annual Meeting if Proposal 3 is approved.

In situations where a broker is prohibited from exercising discretionary
authority for a beneficial owner who has not returned his or her proxy card to
the broker (so-called "broker non-votes"), the affected shares of Common Stock
will be counted for purposes of determining whether a quorum is present for the
transaction of business but will not be included in the vote totals. Therefore,
a failure by a stockholder to return a proxy card will, in effect, be treated as
a non-vote on Proposals 1, 2, 3, 4 and 5 as shares of Common Stock cannot be
counted as a "FOR" vote if a proxy card is not returned.

REVOCABILITY

Any stockholder giving a proxy has the power to revoke it at any time before
the proxy is voted. In addition to revocation in any other manner permitted by
law, a proxy may be revoked by an instrument in writing executed by the
stockholder or by his attorney authorized in writing or, if the stockholder is a
corporation, under its corporate seal or by an officer or attorney thereof duly
authorized, and delivered to the secretary of the Company at the executive
offices of the Company, at any time up to and including the last business day
preceding the day of the Annual Meeting, or any adjournment thereof, or with the
chairman of the meeting on the day of the Annual Meeting. Attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy.

A STOCKHOLDER HAS THE RIGHT TO APPOINT A PERSON (WHO NEED NOT BE A
STOCKHOLDER) TO ATTEND AND ACT FOR AND ON BEHALF OF HIM OR HER AT THE ANNUAL
MEETING. THE DESIGNATED PERSON CAN BE SOMEONE OTHER THAN THE PERSONS DESIGNATED
IN THE ACCOMPANYING FORM OF PROXY. TO EXERCISE THIS RIGHT, THE STOCKHOLDER MAY
INSERT THE NAME OF THE DESIRED PERSON ON THE PROXY AND STRIKE OUT THE OTHER
NAMES OR MAY SUBMIT ANOTHER PROXY, IN PROPER FORM.

YOUR VOTE AND ATTENDANCE ARE IMPORTANT. PLEASE RETURN YOUR MARKED PROXY CARD
PROMPTLY SO YOUR SHARES CAN BE REPRESENTED AND TABULATED, EVEN IF YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON.

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At the Annual Meeting, there must be 51% of the outstanding shares of
Company Common Stock present, in person or by proxy, to constitute a quorum to
conduct business and vote on the Proposals.

DISSENTING STOCKHOLDERS RIGHTS

Dissenting Stockholders have no appraisal rights under Delaware law or under
the Company's Certificate of Incorporation or Bylaws in connection with the
adoption of the Amended Certificate, the Amended Bylaws or the 2000 Plan.

SOLICITATION

The Company will bear the entire cost of the solicitation of proxies,
including preparation, assembly and mailing of this proxy statement, the proxy
and any additional material furnished to stockholders. Proxies may be solicited
by directors, officers and a small number of regular employees of the Company
personally or by mail, telephone or telegraph, but such persons will not be
specially compensated for such services. Copies of solicitation materials will
be furnished to brokerage houses, fiduciaries and custodians which hold shares
of Common Stock of record for beneficial owners for forwarding to such
beneficial owners. The Company may reimburse persons representing beneficial
owners for their costs of forwarding the solicitation material to such owners.

INTERESTS OF CERTAIN PERSONS

No persons soliciting this proxy have any direct interests in any of the
matters to be voted upon. Officers and directors of the Company may have an
indirect interest in the passage of the 2000 Plan as awards under such plans may
in the future be granted to the Company's officers and directors.

OUTSTANDING COMMON STOCK

Holders of record of Common Stock at the close of business May 18, 2000,
(the "Record Date"), will be entitled to receive notice of and vote at the
Annual Meeting. Currently the Company is authorized to issue 30,000,000 shares
of Common Stock. On May 18, 2000 there were 14,682,800 shares of Common Stock
issued and outstanding, not including 200,000 shares of Common Stock issued by
the Company to a party which declined to accept such shares or 1,000,000 shares
of Common Stock committed to be issued by the Company during the first quarter
of 2000 and in April 2000. The holders of Common Stock are entitled to one
(1) vote for each share held.

YOUR VOTE IS IMPORTANT. PLEASE RETURN YOUR MARKED PROXY CARD PROMPTLY SO
YOUR SHARES CAN BE REPRESENTED, EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON.

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PROPOSAL 1--TO RATIFY THE PAST ACTIONS OF THE BOARD OF
DIRECTORS CHANGING THE NAME OF THE COMPANY TO "SOFTNET
INDUSTRIES, INC." AND "I CRYSTAL, INC."

The Board is seeking stockholder ratification of its past decisions to
change the name of the Company:

1. On November 18, 1998 from "Cable Group South, Inc." to "Softnet
Industries, Inc."; and

2. On July 29, 1999 from "Softnet Industries, Inc." to "I crystal, Inc."

Previously the Board of Directors approved amendments to the Company's
Certificate of Incorporation changing the name of the Company to "Softnet
Industries, Inc." on November 18, 1998. The name of the Company was again
changed to "I crystal, Inc." on July 29, 1999, in order to avoid a conflict with
a similarly named entity. In each case the Board took such actions based on the
provisions of the Delaware General Corporate Law (the "DGCL"), Sections 228 and
242 which provide that actions, including amendments to the Company's
Certificate of Incorporation, may be taken by written consent of the
stockholders if written consents are obtained from the number of shares of stock
required to approve such actions at a meeting. Such written consents were
obtained by the Company and the above name changes were effected.

However, Article II, Section 11 of the Company's Bylaws conflicts with the
provisions of the DGCL and requires that written consents must be obtained from
all of the Company's stockholders in order to effectuate any stockholder action
by written consent. In order to assure the efficacy of the prior name changes
and given the conflict between the Company's Bylaws and the applicable
provisions of DGCL, the Board is seeking stockholder ratification of the prior
name changes.

These actions will require the approval of a majority of the Company's
outstanding Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 1.

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PROPOSAL 2--TO APPROVE THE AMENDMENT OF
THE COMPANY'S CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY NAME TO ICRYSTAL, INC.

The Board of Directors is seeking stockholder approval of an amendment of
the Company's Certificate of Incorporation (the "Amended Certificate"), as set
forth in EXHIBIT 1 attached hereto, to change the Company's name from "I
crystal, Inc." to "iCrystal, Inc." The Board believes the name change will
better reflect the Company's ongoing business as a developer and licensor of
casino style and table game software and as a developer of Internet based casino
websites given the growing popular usage of the letter "i" to denote Internet
based or related businesses.

Approval of the Amended Certificate requires the approval of a majority of
the Company's outstanding Common Stock.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.

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PROPOSAL 3--TO APPROVE THE ADOPTION OF
AMENDED AND RESTATED BYLAWS OF THE COMPANY

The Board of Directors is seeking stockholder approval of Amended and
Restated Bylaws for the Company (the "Amended Bylaws") attached hereto as
EXHIBIT 2. The Bylaws under which the Company has operated since its inception
are typical of a small closely held company and are not typical of a publicly
held corporation like the Company which has numerous and diverse stockholders.
The Board believes that the current Bylaws are too restrictive and are not in
the best interests of the Company's stockholders. While some of the more
important revisions in the Amended Bylaws are discussed below, additional
changes are set forth in the Amended Bylaws attached as EXHIBIT 2 to this Proxy
Statement and stockholders are encouraged to review the Amended Bylaws
thoroughly before making their decision.

For example, under the current Bylaws the Company is required: (1) to have
its principal office in the State of Tennessee; (2) to have the annual meeting
of stockholders on June 2 of each year, or the next succeeding business day if
such day is a legal holiday; (3) to have only one director of the Company;
(4) to elect directors by a plurality of votes; and (5) provide only for action
by the written consent of all stockholders, despite more flexible provisions in
the Delaware General Corporate Law (the "DGCL") which allows for such actions
when written consents are solicited from the number of shares of stock required
to pass such matters. Therefore the Board of Directors believes that the current
Bylaws are not flexible enough to allow the Company to adapt quickly to changing
circumstances and are not appropriate given the Company's numerous and diverse
stockholders.

The Amended Bylaws will remove the current requirement that the Company have
its principal office in Tennessee, granting the Board the ability to establish
offices in such locations as it may from time to time determine by resolution.
The Amended Bylaws will also allow the Board to set the annual meeting date at
any time, date and place within the calendar month of March each year, thereby
providing the Company with ample time to prepare its annual audited financial
statements and annual reports prior to the solicitation of proxies for the
annual meeting.

The Amended Bylaws will also allow the Board to have more than one director,
with the number of directors to be not less than two nor more than seven, as the
Board of Directors may from time to time determine by resolution. This will
allow the Board to continue to function in the event a director falls ill,
becomes incapacitated or dies. Currently the Bylaws only provide for one
director, however, the Board has functioned with between three and four
directors in order to have a broader range of experience represented on the
Board and to provide for a broader decision making process. Increasing the
number of directors on the Board will allow the Company to adapt to new
strategic opportunities such as potential financing or strategic relationships.
It will also allow the stockholders to elect a Board composed of various
individuals with different areas of expertise to serve as directors.

The Amended Bylaws will also change the voting requirement for the election
of directors to allow for election by a majority of votes cast at a stockholders
meeting. The Amended Bylaws will also provide for amendment of the Amended
Bylaws by the vote of a majority of the directors then in office or by the vote
of a majority of the stockholders of the Company.

Finally, the Amended Bylaws will allow for actions to be taken on the
solicitation of written consents from stockholders holding that amount of stock
needed to pass a given matter. The DGCL provides that reasonable notice of such
actions must be provided to stockholders where actions are taken by a company by
means of written consents obtained from stockholders. The Board of Directors
believes allowing actions by the written consent of stockholders will provide
the Company with greater speed and more flexibility in responding to new and
changing situations.

The Company believes that these and other changes to the Bylaws are in the
best interests of both the Company and its stockholders, and are in keeping with
the Company's growing and diverse base of stockholders.

Approval of the Amended Bylaws requires the vote of a majority of the
stockholders present at the Annual Meeting, either in person or by proxy, once a
quorum is reached.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.

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PROPOSAL 4--NOMINATION AND ELECTION OF DIRECTORS

The Bylaws of the Company currently provide for only one director and any
adjustment to the number of directors would require an amendment of the
Company's Bylaws. Assuming Proposal 3 is approved at the Annual Meeting, the
stockholders will be voting to elect three directors and the Board has nominated
three persons in anticipation of such approval. If Proposal 3 is not adopted,
the Board will reconstitute itself at one director with Mr. Hrabi standing as
the nominated director for election as the director of the Company until the
next annual meeting of stockholders.

The members of the Board of Directors will each be elected until the next
annual meeting of stockholders. Assuming Proposal 3 is approved at the Annual
Meeting, the next annual meeting of stockholders will be held on such a date and
time in March 2001 as shall be determined by the Board. In each case, directors
elected at the Annual Meeting will continue in office until the next annual
meeting and until such director's successor is elected and has been qualified,
or until such director's earlier death, resignation or removal. The Amended
Bylaws state that in any election of directors, the persons receiving a majority
of the votes cast shall be deemed to be elected. The current Bylaws provide that
the director must be elected by a plurality of the votes cast. Shares of Common
Stock represented by proxies marked "withhold authority" for one or more
nominees will be counted as a negative vote for the noted nominee or nominees.

NOMINEES

The following sets forth information concerning each of the nominees for
director, as well as certain officers and key personnel of the Company,
indicating their position with the Company and their age as of the Record Date:

<TABLE>
<CAPTION>
NAME AGE POSITION POSITION HELD SINCE
---- --- -------- -------------------
<S> <C> <C> <C>
NOMINATED DIRECTORS:

Larry J. Hrabi 48 Chairman, Director and Chief
Executive Officer. December 1998

Derek Bodnarchuk 25 Acting Director. November 1999

H. Rex Hollett 68 Acting Director. March 2000

OTHER OFFICERS AND KEY PERSONNEL:

Douglas J. Slamko 45 President of the Company. Director
and President of I crystal
Software. December 1998

Gerald P. Slamko 43 Vice President, Treasurer and
Chief Financial Officer of the
Company Director, Treasurer and
Chief Financial Officer of I
crystal Software, Inc. December 1998

Fabrice L'Heureux 28 Project Development Coordinator
and Creative Director. July 1999
</TABLE>

NOMINATED DIRECTORS:

LARRY J. HRABI is the Chairman of the Company's Board of Directors and its
Chief Executive Officer. Mr. Hrabi has been a director since December 10, 1998
and the Chief Executive Officer of the Company since December 10, 1998.
Mr. Hrabi has also served as a Director and the Chief Executive Officer of the
Company's wholly owned subsidiary, I crystal Software, since August 17, 1999.
Prior to joining the

6
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Company, Mr. Hrabi was the President of Klein's Hair Care Centre, a private
manufacturing company he has owned since 1975. Mr. Hrabi is also the President
and major shareholder of Cleanse-Rite Solutions.

DEREK BODNARCHUK has acted as a member of the Company's Board of Directors
since November 3, 1999. Mr. Bodnarchuk is the president of 591879 BC Ltd., a
drive-through coffee kiosk established in October 1999 which is operated as
Celestial Blends Coffee. From August through January of 1999 Mr. Bodnarchuk was
the manager of Delrios Restaurants. Prior to that, he was a martial arts
instructor at the Academy of Martial Arts and Inner Power from December 1997
through December 1998. From June 1995 to December 1997 he was a waiter at
Delrios Restaurant.

HENRY REX HOLLETT has acted as a director of the Company since March 2000.
For the past 44 years Mr. Hollett has been the president and owner of B & H
Tire, Ltd. He also is presently on the council for the District of North
Cowichan, British Columbia, Canada, where he has held the title of Mayor for
over 10 years.

OTHER OFFICERS AND KEY PERSONNEL:

DOUGLAS J. SLAMKO is the Company's President and has served in that capacity
since December 10, 1998. Mr. Slamko has also served as a director and President
of the Company's wholly owned subsidiary, I crystal Software, Inc. ("I crystal
Software") since August 17, 1999. Prior to joining the Company, Mr. Slamko was
President of IHC International Hair Consultants Inc. ("IHC") from 1997 and the
President of HRS Hair Consultants International, Inc. since 1993. Prior to that,
Mr. Slamko was the President of Smart Hair Care (California) and similar
companies in other states which functioned as the "Smart" group of companies. As
the President of IHC, Mr. Slamko oversaw the development of that company's
franchise and licensee program, while the business grew from one location into
an international organization located in over 40 cities. Mr. Slamko has been a
director of Diversified since 1987. Mr. Slamko has over 20 years of experience
in leading company development, including such companies as Relic Rent a Car and
Budget Sports Rentals. Mr. Slamko is the brother of Gerald P. Slamko, the
Company's Treasurer and Chief Financial Officer, and Leonard Slamko who served
as a director of the Company until he entered into a consulting relationship
with the Company's master licensee, DCI, Inc. (the "Master Licensee"). The
Master Licensee is currently the only licensor of the Company's software.

GERALD P. SLAMKO is the Company's Vice President, Treasurer and Chief
Financial Officer and has served in that capacity since December 10, 1998.
Mr. Slamko has also served as a director, Treasurer and the Chief Financial
Officer of the Company's wholly owned subsidiary, I crystal Software, since
August 17, 1999. Mr. Slamko has been a member of the Canadian Institute of
Chartered Accountants of Alberta for the past 15 years. For more than 15 years
Mr. Slamko has been the President and a director of Gerald P. Slamko
Professional Corporation, a partner in the firm of Slamko Visser, chartered
accountants. Slamko Visser provides accounting services to the Company.
Mr. Slamko has over 15 years of corporate development and accounting experience.
Since 1987 Mr. Slamko has also been a director of Diversified. Mr. Slamko is the
brother of Douglas J. Slamko, the Company's President, and Leonard Slamko who
served as a director of the Company until he entered into a consulting
relationship with the Master Licensee.

FABRICE L'HEUREUX is not an executive officer but has been the Company's
Software Development Manager since July 1, 1999. Under a service contract the
Company entered into with 4250 Investments Ltd., Mr. L'Heureux is responsible
for development and design of the Company's and licensees' websites and the
Company's MetroBingo Software and the overall creative and graphic design of
Company software. Mr. L'Heureux graduated from Laval University in 1995 with a
degree in Communications and Graphic Design and a degree in "Alias Wavefront 3-D
Software for the Motion Picture Industry". He has designed numerous Websites and
was the Art Director and Multi-media Producer for ITV.net, an Internet
broadcaster based in Vancouver, B.C. He is also a creator and designer of the
MetroBingo software acquired by the Company.

7
<PAGE>
AUDIT, COMPENSATION AND NOMINATING COMMITTEES

The Board of Directors has not appointed any committees but expects to
designate a Stock Option and Compensation Committee and an Audit Committee when
required.

ACTIVITIES OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

Members of the Board of Directors are elected by the holders of the Common
Stock of the Company and represent the interests of all stockholders. The Board
of Directors meets periodically to review significant developments affecting the
Company and to act on matters requiring Board approval. Although the Board of
Directors has the ability to delegate many matters to others, it currently has
reserved such powers and functions to itself.

During fiscal 1999, the Board of Directors of the Company, consisted of
between three (3) and four (4) members, had no formal meetings and took nine (9)
actions by written consent. Although the Company's Bylaws provide for a Board of
Directors with one director, the Company has operated with a Board of Directors
of between three (3) and four (4) directors. Mr. Hrabi was a director during all
of 1999, while Mr. Leonard Slamko, resigned as a director of the Company in
November 1999. Mr. Glynn Davies and Justyn Stenner, who served as directors of
the Company during 1999, resigned in March 2000. Messrs. Hrabi, Slamko, Davies
and Stenner, as directors of the Company, were present at, or participated in
taking actions for, one hundred percent (100%) of the total number of meetings
or consents of the Board of Directors of the Company.

RESIGNATIONS OF CERTAIN DIRECTORS

Mr. Leonard Slamko resigned as a director of the Company in November 1999.
Messrs. Glynn Davies and Justyn Stenner resigned as directors in March 2000. In
March of 2000 Messrs. Derek Bodnarchuk and H. Rex Hollett became directors of
the Company. None of the former directors resigned as a result of any
disagreement with the Company.

SUMMARY COMPENSATION TABLE

The following table shows, for the three-year period ended December 31,
1999, the cash and other compensation paid to the Company's Chief Executive
Officer. No other executive officer had annual compensation in excess of
$100,000 during such period.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS------------------------------------
------------------------
ANNUAL COMPENSATION COMMON PAYOUTS
----------------------------------- STOCK UNDER ------------------------
NAME AND PRINCIPAL OTHER ANNUAL OPTION/SAR'S PREFERRED LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION GRANTED STOCK PAYOUTS COMPENSATION
--------------------------- -------- -------- -------- ------------- ------------ --------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1999 $6,000(1) -- $2,667 -- -- -- (1)
Larry Hrabi................ 1998 0 -- -- -- -- -- --
Chief Executive Officer 1997 0 -- -- -- -- -- --
</TABLE>

------------------------------

(1) Mr. Hrabi's Service Contract with the Company provided that he be granted
100,000 shares of Common Stock on or prior to November 1, 2000. The
compensation represented by the issuance of such stock is being recognized
monthly by the Company and Mr. Hrabi during the twelve month period
commencing November 1999 at a rate of $1,333. Additionally, in May 2000,
Mr. Hrabi was granted 150,000 options to acquire Common Stock, which are
immediately exercisable at $.20 per share and which expire in May 2001.

8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

On April 4, 2000 the Company's directors approved the 2000 Plan subject to
approval of the Company's Stockholders at the Annual Meeting. Prior to
April 2000, the Company had no employee stock option or other incentive plans.
To date, the Company has issued 1,350,000 options to acquire Common Stock to
various officers, directors and employees of the Company exercisable at
$.20 per share, all of which vested immediately upon issuance and which expire
in May 2001.

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

The Company had no options, exercises, or values to report for its last
fiscal year.

LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

The Company had no long term incentive plans during 1999 and therefore has
no awards to report for its last fiscal year.

COMPENSATION OF DIRECTORS

The directors of the Company are not compensated for their services although
such directors may from time to time be awarded options or other incentives
under the 2000 Plan.

CONTRACTUAL ARRANGEMENTS FOR EMPLOYMENT

On February 3, 1999 the Company entered into a Service Contract with Leonard
Slamko, whereby he agreed to serve as a marketing consultant to the Company to
develop, maintain and monitor its marketing strategies. This Service Contract
could be terminated at any time upon the provision of 14 days notice by either
party and was terminated by the Company on December 2, 1999 at which time
Mr. Slamko entered into a consulting agreement with the Master Licensee. The
Company believes Mr. Slamko's relationship with the Master Licensee will enable
it to maintain a certain degree of oversight concerning the security of the
Company's proprietary software design, and revenue generation at the Master
Licensee website. Such a relationship will also allow the Company to have
indirect feedback on how to better design and develop its products for future
licensees. Under the Service Contract Mr. Slamko was paid $5000 per month and
was entitled to receive 100,000 shares of Common Stock prior to February 3,
2000, unless the Service Contract had been previously terminated. Although the
Company was not obligated to issue the shares of Common Stock to Mr. Slamko upon
the termination of the Service Contract on December 2, 1999, all 100,000 shares
of Common Stock were issued to Mr. Slamko in recognition for marketing services
rendered to the Company during the 10 months he served under his service
contract.

On July 1, 1999 the Company entered into a Service Contract with 4250
Investments Ltd., a personal contract company, whereby Mr. L'Heureux will act as
the Company's Software Development Manager to develop Websites for its corporate
and licensee clients, to administer its MetroBingo software development project
and to oversee the overall creative, graphic direction and design efforts of the
Company. This Service Contract may be terminated at any time upon the provision
of 14 days notice by either party. Under the Service Contract 4250
Investments Ltd. was paid $4000 per month, subject to performance reviews every
three months at which time the amount of compensation could be adjusted upward
in the discretion of the President. On November 1, 1999 monthly compensation was
increased to $5,000 per month.

On November 1, 1999 the Company entered into a Service Contract with
Mr. Larry Hrabi whereby Mr. Hrabi will perform consulting work to develop and
oversee Company investor relations and the Company's overall licensing, sales
and marketing efforts. This Service Contract may be terminated at any time upon
the provision of 14 days notice by either party. Under the Service Contract,
Mr. Hrabi is paid $3000 per month, and was entitled to receive 100,000 shares of
Common Stock prior to November 1, 2000,

9
<PAGE>
unless the Service Contract has been previously terminated by either party. All
100,000 shares of Common Stock were issued to Mr. Hrabi on January 11, 2000.

On December 2, 1999 the Company entered into a Service Contract with Douglas
Slamko, whereby Mr. Slamko agreed to serve as President of the Company to
organize, implement and oversee overall operations and to direct the Company's
marketing program. This Service Contract may be terminated at any time upon the
provision of 14 days notice by either party. Under the Service Contract,
Mr. Slamko is paid $5000 per month, and was entitled to receive 100,000 shares
of Common Stock on or prior to February 3, 2000, for services provided in 1999
unless the Service Contract had been previously terminated by either party. All
100,000 shares of Common Stock were issued to Mr. Slamko on January 11, 2000.

REPORT ON PRICING OF OPTIONS/SARS

The Company had no stock option plan and issued no options during the fiscal
year ending December 31, 1999.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 3, 2000 by (i) each person
who owns beneficially more than 5% of the Company's outstanding Common Stock,
(ii) each of the Company's directors and executive officers, and (iii) all
current directors and executive officers as a group. As of April 3, 2000, and on
the Record Date, there were 14,682,800 shares of Common Stock issued and
outstanding, not including 200,000 shares of Common Stock issued by the Company
to a party which has refused to accept such shares or 1,000,000 shares of Common
Stock committed to be issued by the Company during the first quarter of 2000 and
in April 2000.

Larry J. Hrabi(2)(7)...................................... 349,535 2.3%

Douglas J. Slamko(4)(7)................................... 1,037,327 7.0%

Gerald P. Slamko(3)(7).................................... 1,232,631 8.2%

Derek Bodnarchuk(8)....................................... 100,000 *

H. Rex Hollett(9)......................................... 200,000 *

5% STOCKHOLDERS:

AG Capital Management, Ltd................................ 1,000,000 6.7%
P.O. Box 612
Times Square Providenciales
Turks 7, Caicos Islands, B.W.I.

CEDE & Co.(5)............................................. 4,722,665 32.2%
P.O. Box 222 Bowling Green Station
New York, NY 10274

CTC, Inc.................................................. 1,000,000 6.7%
40 Hillsborough St.
Roseau, Dominica, West Indies

Diversified(6)............................................ 2,500,000 16.8%
1103 Toronto Dominion Tower
Edmonton Centre
Edmonton, Alberta
T5J 2Z1 CANADA
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------------------- ----------------------- ----------------
<S> <C> <C>
Digital Commerce Bank, Ltd................................ 1,000,000 6.7%
1815 Hornby Street, Suite 404
Vancouver, B.C. V4Z 2E6
CANADA

Power Star Corp........................................... 1,450,000 9.7%
33 Saint George Street
Commonwealth of Dominica

DIRECTORS AND OFFICERS AS A GROUP (3 PERSONS):(7)......... 2,919,493 18.8%
</TABLE>

------------------------

* Indicates that shares beneficially owned does not exceed five percent (5%)of
the class.

(1) Each of the directors and officers named can be reached at the Company's
executive offices located at 3237 King George Hwy., Suite 101-B, Surrey,
B.C. V5P 1B7 Canada, except for Gerald Slamko who can be reached at #206,
11062-156th Street, Edmonton, Alberta, Canada. The persons named in the
table have sole voting and investment power with respect to all shares shown
to be beneficially owned by them, subject to community property laws, where
applicable, and the information contained in the footnotes to this table.

(2) Mr. Hrabi is a shareholder of Diversified Cosmetics International, Inc.
("Diversified") and, based on his percentage ownership in that company,
indirectly owns approximately 99,535 shares of the Common Stock. Mr. Hrabi
directly owns 100,000 shares of the Company's Common Stock. Includes 150,000
options granted in May 2000 to acquire Common Stock immediately exercisable
at $.20 per share expiring in May 2001.

(3) Mr. Gerald P. Slamko is a shareholder of Diversified and, based on his
percentage ownership in that company, indirectly owns approximately 282,327
shares of Common Stock. Mr. Slamko's common law wife, Ms. Diane Dutnall,
owns approximately 5,000 shares Common Stock through a percentage
shareholding in Diversified. Mr. Slamko directly owns 650,000 shares of the
Company's Common Stock. Includes 100,000 options granted in May 2000 to
acquire Common Stock immmediately exercisable at $.20 per share expiring in
May 2001.

(4) Mr. Douglas J. Slamko is a shareholder of Diversified and, based on his
percentage ownership in that company, indirectly owns approximately 243,831
shares of Common Stock. Mr. Slamko's wife, Linda Slamko, owns approximately
38,800 shares of Common Stock through a percentage shareholding in
Diversified. Mr. Slamko directly owns 650,000 shares of the Company's Common
Stock. Includes 300,000 options granted in May 2000 to acquire Common Stock
immediately exercisable at $.20 per share expiring May 2001.

(5) These shares represent beneficial holdings held of record in brokerage
accounts through Cede & Co.

(6) The shares of the Company's Common Stock owned by Diversified may be treated
as beneficially held by Diversified stockholders prorata to their
Diversified holdings including Doug Slamko (243,831 shares of Common Stock),
his wife Linda Slamko (38,800 shares of Common Stock), Gerald Slamko
(282,327 shares of Common Stock), his common law wife, Diane Dutnall (5,000
shares of Common Stock) and Larry Hrabi (99,535 shares of Common Stock) and
the remaining stockholders of Diversified (73.5% held by approximately 300
persons) with such percentages subject to any distributions that may be made
to creditors in the dissolution approved by Diversified's stockholders on
October 7, 1999. As a result of that decision to dissolve, Diversified plans
to distribute its shares of the Company to its shareholders, subject to
payment of the outstanding obligations.

(7) Includes percentage shareholdings in Diversified held by officers and
directors of the Company. The percentage ownership of Company Common Stock
held by the stockholder through ownership in Diversified does not take into
account the costs which will be associated with dissolving that company. A
certain portion of Company Common Stock held by Diversified will likely be
used to cover costs

11
<PAGE>
associated with its dissolution thereby reducing pro-rata the Common Stock
ownership of Diversified shareholders.

(8) Includes 100,000 options granted in May 2000 to acquire Common Stock
immediately exercisable at $.20 per share expiring May 2001.

(9) Includes 200,000 options granted in May 2000 to acquire Common Stock
immediately exercisable at $.20 per share expiring May 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 1, 1998, the Company entered into the Diversified License with
Diversified, whereby the Company agreed to license, for a period of five years,
the Internet based casino software developed by Diversified. As consideration
for the license of the casino software, the Company agreed to pay a royalty of
10% of the net revenues it obtained from the casino software to Diversified, and
Diversified was granted the Put Option to require the Company to purchase all of
the rights to the casino software from Diversified for 2,500,000 shares of the
Company's Common Stock. Messrs. Doug Slamko, Gerald Slamko and Larry Hrabi,
officers and directors of the Company, are also shareholders of Diversified. See
Part I, Item 4--Security Ownership of Certain Beneficial Owners and Management.

On December 10, 1998, Diversified exercised the Put Option and the Company
acquired the casino software from Diversified for 2,500,000 shares of its Common
Stock, issued to Diversified, as well as additional consideration in the form of
a promissory note for Cdn$100,000 (approximately U.S.$65,000) issued to
Diversified for continued development work performed on the casino software (the
"Diversified Transaction"). As a result of the Diversified Transaction, the 10%
royalty obligation was extinguished. Prior to the Diversified Transaction, the
Company became obligated to issue 2,000,000 shares of Common Stock to Doug
Slamko, Gerald Slamko and Leonard Slamko as payment for future services to be
performed for the Company over the next twelve months. Such shares were
subsequently issued on December 10, 1998. Additionally, on December 16, 1998
2,500,000 shares of Common Stock were sold to certain individuals who
facilitated the transfer of the software from Diversified to the Company.
Douglas J. Slamko the president of the Company is also a director, the Chief
Executive Officer, the President and a shareholder of Diversified and his wife
is a shareholder of Diversified. Gerald P. Slamko, the Vice President, Treasurer
and Chief Financial Officer of the Company is also a Director, Secretary,
Treasurer and a shareholder of Diversified, and his common law wife is a
shareholder of Diversified. Leonard Slamko served as a director of the Company
until he entered into a consulting relationship with the Master Licensee, and he
is also a shareholder of Diversified.

On April 8, 1999 the Company entered into an agreement with the Master
Licensee whereby the Company agreed to license to the Master Licensee a minimum
of six (6) new casino software packages and Websites per year, and to provide
any updates to such casino software and Websites for a term of 10 years at no
extra cost. The Agreement grants the Master Licensee the right to extend the
license for an additional five years. Under the Agreement, the Company will be
entitled to 40% of the Net Gaming Revenue derived from revenue generated by the
casino or Websites licensed to the Master Licensee. Net Gaming Revenue is
defined in the Agreement as gross revenues less customer payouts, e-cash
charges, fees, holdbacks, and chargebacks, and taxes or levies to which the
Master Licensee is subject. Additionally, the Company will be entitled to 50% of
up-front fees charged by the Master Licensee to any sub-licensees, and 10% of
revenue derived from sales of the software. Under the terms of an amendment to
the Licensing Agreement, the Company has the option to spend up to a specified
amount on promotion of the Master Licensee's website in exchange for an
additional 10% share of net gaming revenue, not to exceed the total amount spent
by the Company. Leonard Slamko, a director of the Company at the time the
Agreement was entered into, has entered into a consulting arrangement with the
Master Licensee. Leonard Slamko is the brother of Douglas J. Slamko and Gerald
P. Slamko.

12
<PAGE>
Effective April 14, 1999, the Company issued 1,000,000 shares of Common
Stock pursuant to a Letter of Intent with Digital Commerce Bank, Ltd. ("Digital
Commerce") whereby Digital Commerce would issue to the Company a merchant number
for use in processing credit card transactions. A non-refundable up front fee
for receipt of the Digital Commerce merchant number was paid by the Company and
recorded as an expense of $1,436,500. Although Digital Commerce is a shareholder
of the Company and provides merchant banking services to Company licensees, no
other relationship exists between the Company and Digital Commerce.

On October 7, 1999, the Company agreed to issue 1,000,000 shares of Common
Stock valued at $180,000 to CTC Inc., in lieu of payment by the Company of a
one-time service fee for the provision of electronic commerce and cash services.
All 1,000,000 of these shares were subsequently issued on January 11, 2000.
Although CTC is a shareholder of the Company and provides merchant banking
services to Company licensees, no other relationship exists between the Company
and CTC.

On October 15, 1999 the Company entered into an additional Agreement with
the Master Licensee whereby the Company agreed to license to the Master Licensee
three (3) new casino software packages and websites, including updates to such
casino software and websites for a term of 10 years. Under this Agreement the
Master Licensee has the right to extend the license indefinitely. Under the
Agreement, the Company is to be paid a fee of $100,000, payable in installments,
of which $67,000 has already been paid, with the remaining $33,000 is to be paid
upon completion of the third casino software package and website. The Company
will also be entitled to 40% of the Net Gaming Revenue derived from revenue
generated by the casino or websites licensed to the Master Licensee, up to the
first $100,000 generated per month, and 30% of Net Gaming Revenue generated per
month over $100,000. The Master Licensee shall be required to spend 10% of
monthly Net Gaming Revenue on advertising, all of which shall be subject to a
rebate by the Company. The Company had agreed to license one MetroBingo software
package and websites to the Master Licensee for no charge and a second such
software package and website for a fee of $200,000, provided that a deposit of
$10,000 was paid to the Company by December 31, 1999 and a second deposit of
$40,000 was paid on January 31, 2000 with the balance due on completion of the
software package. Neither deposit was paid and the MetroBingo site will not be
provided. Leonard Slamko, a director of the Company at the time the Agreement
was entered into, has entered into a consulting arrangement with the Master
Licensee. Leonard Slamko is the brother of Douglas Slamko and Gerald Slamko.

On May 1, 1999, the Company and the Master Licensee amended the April 8,
1999 Agreement to provide that Company could spend up to $70,000 to promote its
Internet casino website over a six month period beginning May 1, 1999. In return
the Company is eligible to retain up to an additional 10% of Net Gaming Revenue
until such time as either the total of $70,000 is spent on such promotional
activities or December 31, 1999. The term of this amendment has expired and
approximately $70,000 was spent by the Company in furtherance of that amendment
during this term. Leonard Slamko, a director of the Company at the time the
Agreement was entered into, has entered into a consulting arrangement with the
Master Licensee. Leonard Slamko is the brother of Douglas Slamko and Gerald
Slamko.

On August 28, 1999, the Company entered into an Agreement with Power Star
pursuant to which the Company purchased the rights to certain software known as
MetroBingo that was being developed by Power Star in exchange for an aggregate
of 1,450,000 shares of Common Stock valued at $275,500. Fabrice L'Heureux, the
Company's Project Development Coordinator and Creative Director through the
Company's Service Contract with 4250 Investments Ltd., formerly provided
services to Power Star in connection with the creation and development of the
MetroBingo software.

Election of the nominated directors in the event of the approval of Proposal
3 will require the vote of a majority of the stockholders present at the Annual
Meeting, either in person or by proxy, once a quorum is reached for each
nominated director. In the event Proposal 3 is not approved, Mr. Hrabi will
stand as the nominee of the Board for election as the director of the Company
until the next annual meeting of stockholders, with his election requiring a
plurality of votes cast at the Annual Meeting, either in person or by proxy,
once a quorum is reached for each nominated director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NAMED NOMINEE.

13
<PAGE>
PROPOSAL 5--APPROVAL OF THE 2000 PLAN

The Board of Directors is seeking stockholder approval of the Company's 2000
Incentive Plan ("2000 Plan"). A copy of the 2000 Plan is attached as EXHIBIT 3.

The Board of Directors of the Company has adopted the 2000 Plan which
authorizes up to a maximum of 3,000,000 shares of Common Stock to be issued on
exercise of options, stock appreciation rights ("SARs") and other incentive
awards or as restricted shares and provides for the administration of the 2000
Plan. The 2000 Plan provides for granting of incentive stock options ("ISOs"),
non-qualified stock options ("NSOs"), SARs, restricted shares and other share
based incentive awards. Grants under the 2000 Plan can be made until January 1,
2009 unless the plan is sooner terminated by the Board of Directors. To
accommodate applicable federal income tax regulations and the terms of the 2000
Plan, stockholder approval is being sought at the Annual Meeting.

Awards under the 2000 Plan are intended to attract and retain people for key
positions with the Company and its subsidiaries, to encourage and assist key
employees, directors and advisers of the Company and its subsidiaries to acquire
or retain an appropriate stake in the Company's future, to provide additional
incentives to such persons, to allow the Company to continue to rationalize the
capital held by its founders and key leaders, and to foster continued growth of
the Company.

2000 PLAN

The 2000 Plan provides for the grant to employees, officers, directors and
consultants of awards including stock options, restricted stock, reload stock
options, stock purchase warrants, other rights to acquire stock, securities
convertible into or redeemable for stock, stock appreciation rights, limited
stock appreciation rights, phantom stock, dividend equivalents, performance
units or performance shares. An award may consist of one such security or
benefit, or two or more of them in tandem or in the alternative.

Under the 2000 Plan, the Company can grant awards for the purchase up to
3,000,000 shares of Common Stock. Stock options awarded under the Plan may
consist of both "incentive stock options" (sometimes referred to as an "ISO")
within the meaning of Section 422 of the United States Internal Revenue Code of
1986, as amended (the "Code"), and non-qualified options (sometimes referred to
as an "NSO"). Incentive stock options are issuable only to employees of the
Company, while non-qualified options may be issued to non-employee directors,
consultants and others, as well as to employees of the Company.

Under the 2000 Plan, the Board, or the Compensation Committee, if one has
been appointed, has the authority to determine the persons to whom awards will
be granted, the nature of the awards, the number of shares of Common Stock to be
covered by each grant, the terms of the grant and, with respect to options,
whether the options granted are intended to be incentive stock options, the
duration and rate of exercise of each option, the exercise price per share of
Common Stock, the manner of exercise and the time, manner and form of payment
upon exercise of an option.

The exercise price for ISOs must be set at a price which is at least equal
to the fair market value of the Company's Common Stock on the date of grant. The
exercise price of NSOs will be established by the Board of Directors. The
aggregate fair market value (determined as of the date the option is granted) of
the Common Stock that any employee may purchase in any calendar year pursuant to
the exercise of ISOs may not exceed $100,000. No person who owns, directly or
indirectly, at the time of receipt granting of an ISO, more than 10% of the
total combined voting power of all classes of stock of the Company shall be
eligible to receive any ISO under the 2000 Plan unless the exercise price is at
least 110% of the grant. NSOs are not subject to this limitation.

No ISOs may be transferred by an optionee other than by will or the laws of
descent and distribution and, during the lifetime of an optionee, the option
will be exercisable only by the optionee. In the event of termination of
employment other than by death or disability, the optionee will have three
months after

14
<PAGE>
such termination or until the expiration of such option, whichever occurs first,
to exercise the option. Upon termination of employment of an optionee by reason
of death or permanent total disability, options remain exercisable for one year
thereafter or until the expiration of such option, whichever occurs first, to
the extent they were exercisable on the date of such termination. No similar
limitation applies to NSOs.

Awards under the 2000 Plan may be granted for such terms as the committee
may determine. Stock options under the 2000 Plan must be granted within ten
years from the effective date of the 2000 Plan. ISOs granted under the 2000 Plan
cannot be exercised more than 10 years from the date of grant, except that ISOs
issued to 10% or greater stockholders are limited to five year terms. All awards
granted under the 2000 Plan provide for the payment of the exercise price in
cash or by delivery to the Company of Common Shares already owned by the
optionee having a fair market value equal to the exercise price of the awards
being exercised, or by a combination of such methods of payment. Therefore, a
holder of options or other awards may be able to tender Common Stock to purchase
additional Common Shares and to fund the exercise of his awards without making
any additional cash investment. Any unexercised awards that expire or that
terminate upon an employee's ceasing to be employed with the Company become
available once again for issuance.

FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a brief summary of the principal federal income
tax consequences under present law to participants in the 2000 Plan and to the
Company. This summary is not intended to be exhaustive and, among other things,
does not describe any state or local tax consequences.

NONQUALIFIED STOCK OPTIONS. A grantee will not recognize any income, and
the Company will not be entitled to a deduction, upon the grant of an NSO. Upon
the exercise of an NSO, the holder will recognize ordinary income in an amount
equal to the excess of the fair market value of the shares acquired over the
option price, and the Company will be entitled to a corresponding deduction.

A holder's aggregate basis for Common Stock acquired upon the cash exercise
of an NSO will be equal to the fair market value of such Common Stock on the
date of exercise, and the holding period for such Common Stock will begin on
such date. Upon a disposition of Common Stock acquired pursuant to the exercise
of an NSO, a holder will recognize capital gain or loss in an amount equal to
the difference between the amount realized on such disposition and the
employee's basis in such Common Stock. Such gain or loss will be long-term
capital gain or loss if the holding period for such Common Stock is more than
one year.

INCENTIVE STOCK OPTIONS. Under federal income tax regulations, only
employees are eligible to receive an ISO. An employee will not recognize any
income, and the Company will not be entitled to a deduction, upon the grant or
timely exercise of an ISO. The exercise of an ISO may, however, affect the
computation of the employee's alternative minimum tax. An employee's aggregate
basis for Common Stock acquired upon the cash exercise of an ISO will be equal
to the option price paid for such Common Stock. The holding period for such
Common Stock will begin on the date of exercise.

If an employee disposes of Common Stock acquired pursuant to an ISO more
than two years after the date of grant and more than one year after the exercise
of such ISO, the employee will recognize long-term capital gain or loss in an
amount equal to the difference between the amount realized on such disposition
and the employee's basis in such Common Stock. Under such circumstances, the
Company will not be entitled to any deduction. If the foregoing holding period
requirements are not satisfied, a portion of such gain will be taxable as
ordinary income and the Company will be entitled to a corresponding deduction.

PAYMENT IN SHARES. A person who exercises an NSO with Common Stock will
recognize no gain or loss on the Common Stock surrendered, but will recognize
income on the options according to the rules described above for NSOs. The
number of Common Stock acquired that is equal in number to the Common Stock
surrendered will have a basis equal to the basis of the Common Stock
surrendered, and the

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holding period for such Common Stock will include the holding period for the
Common Stock surrendered. Any additional Common Stock received will have a basis
equal to the fair market value of such Common Stock when received, and the
holding period for such Common Stock will begin on such date. If the Common
Stock delivered in payment of the option price were previously acquired by the
employee through the exercise of an ISO ("ISO Common Stock "), then the Common
Stock acquired in exchange for such ISO Common Stock will be treated as ISO
Common Stock.

If an employee exercises an ISO with Common Stock for which the applicable
holding period requirements have been met, then (i) no income, gain or loss will
be recognized as a result of the exchange, (ii) the number of Common Stock
acquired that is equal in number to the Common Stock surrendered will have a
basis equal to the basis of the Common Stock surrendered and (except for
purposes of determining whether the ISO holding period requirements have been
satisfied) will have a holding period that includes the holding period of the
Common Stock surrendered, and (iii) any additional Common Stock acquired will
have a zero basis and will have a holding period that begins on the date of the
exchange. If Common Stock for which the applicable holding periods have not been
met are used to exercise an ISO, the employee will recognize ordinary income and
the Company will receive a corresponding deduction.

STOCK APPRECIATION RIGHTS. A person will not recognize any income, and the
Company will not be entitled to a deduction, upon grant of an SAR. Upon exercise
of an SAR, the amount received by a person will be taxable to the person as
ordinary income and the Company will be entitled to a corresponding deduction.

RESTRICTED SHARES. A person will not recognize any income upon the receipt
of a restricted share award unless the holder elects, within thirty days under
Section 83(b) of the Code, to recognize ordinary income in an amount equal to
the difference between the fair market value at the time of receipt of such
Common Stock and the amount, if any, paid for such Common Stock. If the election
is not made, the holder will recognize ordinary income on the date that the
restrictions are removed in an amount equal to the difference between the fair
market value of the Common Stock on such date and the amount, if any, paid for
such Common Stock. At the time the employee recognizes ordinary income, the
Company will be entitled to a corresponding deduction.

Generally, upon a disposition of restricted shares in respect to which the
holder has recognized ordinary income (i.e., a Section 83(b) election was
previously made or the restrictions were previously removed), the holder will
recognize capital gain or loss in an amount equal to the difference between the
amount realized on such disposition and the employee's basis in such Common
Stock. Such gain or loss will be long-term capital gain or loss if the holding
period for such Common Shares is more than one year. For this purpose, a
person's basis for restricted shares will be equal to the sum of the amount of
ordinary income recognized with respect to such shares and the amount, if any,
paid for such shares. The holding period for such shares will begin on the date
that such ordinary income is recognized.

CASH AWARDS. A person who receives a Cash Award will recognize ordinary
income in an amount equal to the cash received, and the Company will be entitled
to a corresponding deduction.

GRANTS TO DATE UNDER THE 2000 PLAN

On April 4, 2000, the Board of Directors adopted the 2000 Plan. Subsequently
the Board agreed to issue options for 1,350,000 shares of Common Stock to
officers, directors and employees of the Company. All such options were
exercisable at $.20 per share and were vested immediately upon issuance. All
such options expire in May 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 5.

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STOCKHOLDER PROPOSALS

Stockholders may submit proposals for consideration at the Annual Meeting
provided such proposals are submitted to the Company's main office, set forth
above, a reasonable time prior to the printing of the proxy materials on or
around June 1, 2000. Stockholder proposals for the 2001 annual meeting will, if
proposal 3 is adopted at the Annual Meeting, need to submit such proposals to
the Company's main office by October 30, 2000, or if proposal 3 is not adopted
by February 4, 2001.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Under the Exchange Act, the Company's directors, certain executive and other
officers, and any person holding more than ten percent (10%) of the Company's
Common Stock are required to report their ownership and any changes in that
ownership to the Securities and Exchange Commission (the "Commission") and any
exchange or quotation system on which the Common Stock is listed or quoted.
Specific due dates for these reports have been established and the Company is
required to report in this proxy statement any failure to file by directors and
officers and ten percent (10%) holders. The Company believes that its remaining
executive officers and directors have complied with the filing requirements
applicable to them for the period from April 10, 2000 when the Company became a
reporting company under the Securities Act of 1934.

ANNUAL REPORT

The Company is forwarding to each stockholder with this Proxy Statement an
Annual Report based on the Registration Statement filed by the Company with the
Commission on Form 10-SB. None of the exhibits referred to in the Annual Report
will be provided with the Annual Report. However, stockholders who wish to
obtain a copy of any exhibit or exhibits listed in the Annual Report, may, by
written request to the Company, obtain a copy of such exhibits upon the payment
of a nominal fee to cover the Company's for copying and mailing. Requests for
additional copies of the Annual Report or any exhibits referred to therein
should be sent to the Company at its executive office located at 3237 King
George Highway, Suite 101-B, Surrey, British Columbia, Canada, V4P 1B7.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented for
consideration at the Annual Meeting. If other matters are properly brought
before the Annual Meeting, however, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in
accordance with their best judgment.

Dated: May 30, 2000

BY ORDER OF THE BOARD OF DIRECTORS

[LOGO]

Larry J. Hrabi,
Chairman of the Board

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EXHIBIT 1

AMENDED CERTIFICATE

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CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
I CRYSTAL, INC.

It is hereby certified that:

FIRST. That a meeting of the Board of Directors of I crystal, Inc. (the
"Corporation") resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of the Corporation, declaring said amendment
to be advisable and calling for a meeting of the stockholders of the Corporation
for consideration thereof. The resolution setting forth the proposed amendment
is as follows:

"NOW THEREFORE, BE IT RESOLVED, that the Certificate of Incorporation of the
Corporation be amended by changing the Article thereof numbered "FIRST" so that,
as amended, said Article shall be and read as follows:

FIRST: THE NAME OF THE CORPORATION IS 'ICRYSTAL, INC.' "

SECOND. That thereafter, pursuant to a resolution of its Board of
Directors, the amendment was submitted for a vote of the stockholders of the
Corporation at an Annual Meeting of the Stockholders called upon notice in
accordance with Section 222 of the Delaware General Corporation Law (the
"DGCL"), and that the necessary number of shares as required by statute voted in
favor of the amendment.

THIRD. That said amendment was adopted in accordance with the provisions of
Section 242 of the DGCL.

FOURTH. That the capital of the Corporation shall not be reduced under or
by reason of said amendment.

Dated: June 15, 2000

<TABLE>
<S> <C> <C>
By: -----------------------------------------
Larry Hrabi
CHIEF EXECUTIVE OFFICER
</TABLE>

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<PAGE>
EXHIBIT 2
AMENDED AND RESTATED BYLAWS

20
<PAGE>
AMENDED AND RESTATED BYLAWS
OF
ICRYSTAL, INC.

ARTICLE I
OFFICES

SECTION 1.01 REGISTERED OFFICE. The registered office of iCrystal, Inc.
(hereinafter called the "Corporation") in the State of Delaware shall be at that
location set forth in the Corporation's Articles of Incorporation as amended
from time to time.

SECTION 1.02 OTHER OFFICES. The Corporation may also have an office or
offices at such other place or places, either within or without the State of
Delaware, as the Board of Directors (hereinafter called the "Board") may from
time to time determine or as the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.01 ANNUAL MEETINGS. Annual meetings of the stockholders of the
Corporation for the purpose of electing directors and for the transaction of
such other proper business as may come before such meetings may be held at such
time, date and place within the month of March each year as the Board shall
determine by resolution in accordance with the laws of the State of Delaware.

SECTION 2.02 SPECIAL MEETINGS. A special meeting of the stockholders for
the transaction of any proper business may be called at any time by the Board or
by the President.

SECTION 2.03 PLACE OF MEETINGS. All meetings of the stockholders shall be
held at such places, within or without the State of Delaware, as may from time
to time be designated by the person or persons calling the respective meeting
and specified in the respective notices or waivers of notice thereof.

SECTION 2.04 NOTICE OF MEETINGS. Except as otherwise required by law,
notice of each meeting of the stockholders, whether annual or special, shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to each stockholder
personally, or by depositing such notice in the United States mail, in a postage
prepaid envelope, directed to each stockholder at its post office address
furnished by it to the Secretary of the Corporation for such purpose or, if a
stockholder shall not have furnished to the Secretary its address for such
purpose, then at its post office address last known to the Secretary, or by
transmitting a notice thereof to such stockholder at such address by telegraph,
cable, or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state the
purpose or purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall have
waived such notice and such notice shall be deemed waived by any stockholder who
shall attend such meeting in person or by proxy, except as a stockholder who
shall attend such meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Except as otherwise expressly required by law,
notice of any adjourned meeting of the stockholders need not be given if the
time and place thereof are announced at the meeting at which the adjournment is
taken.

SECTION 2.05 QUORUM. Except in the case of any meeting for the election of
directors summarily ordered as provided by law, the holders of record of a
majority of the shares of stock of the Corporation entitled to be voted thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
business at any meeting of the stockholders of the Corporation or any
adjournment thereof. In the absence

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of a quorum at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time. At any such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally called.

SECTION 2.06 VOTING.

(a) Each stockholder shall, at each meeting of the stockholders, be
entitled to vote in person or by proxy each share or fractional share of the
stock of the Corporation having voting rights on the matter in question and
which shall have been held by it and registered in its name on the books of the
Corporation:

(i) on the date fixed pursuant to Section 6.05 of these Bylaws as the
record date for the determination of stockholders entitled to notice of and
to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (a) at the
close of business on the day next preceding the day on which notice of the
meeting shall be given or (b) if notice of the meeting shall be waived, at
the close of business on the day next preceding the day on which the meeting
shall be held.

(b) Shares of its own stock belonging to the Corporation or to another
corporation, if a majority of the shares entitled to vote in the election of
directors in such other corporation is held, directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum
purposes. Persons holding stock of the Corporation in a fiduciary capacity shall
be entitled to vote such stock. Persons whose stock is pledged shall be entitled
to vote, unless in the transfer by the pledgor on the books of the Corporation
such stockholder shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or its proxy, may represent such stock and vote
thereon. Stock having voting power standing of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants in
common, tenants by entirety or otherwise, or with respect to which two or more
persons have the same fiduciary relationship, shall be voted in accordance with
the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled
thereto in person or by its proxy appointed by an instrument in writing,
subscribed by such stockholder or by its attorney thereunto authorized and
delivered to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date unless said proxy
shall provide for a longer period. The attendance at any meeting of a
stockholder who may theretofore have given a proxy shall not have the effect of
revoking the same unless such stockholder shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At any meeting of the
stockholders all matters, except as otherwise provided in the Certificate of
Incorporation, in these Bylaws or by law, shall be decided by the vote of a
majority of shares represented at a meeting where a quorum is present. The vote
at any meeting of the stockholders on any question need not be by ballot, unless
so directed by the chairman of the meeting. On a vote by ballot each ballot
shall be signed by the stockholder voting, or by his proxy, if there be such
proxy, and it shall state the number of shares voted.

SECTION 2.07 LIST OF STOCKHOLDERS. The Secretary of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

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<PAGE>
SECTION 2.08 INSPECTORS OF ELECTIONS. If at any meeting of the
stockholders a vote by written ballot shall be taken on any question, the
chairman of such meeting may appoint an inspector or inspectors to act with
respect to such vote. Each inspector so appointed shall first subscribe an oath
faithfully to execute the duties of an inspector at such meeting with strict
impartiality and according to the best of his or her ability. Such inspectors
shall decide upon the qualification of the voters and shall report the number of
shares represented at the meeting and entitled to vote on such question, shall
conduct and accept the votes, and, when the voting is completed, shall ascertain
and report the number of shares voted respectively for and against the question.
Reports of inspectors shall be in writing and subscribed and delivered by them
to the Secretary of the Corporation. The inspectors need not be stockholders of
the Corporation, and any officer of the Corporation may be a inspector on any
question other than a vote for or against a proposal in which he or she shall
have a material interest.

SECTION 2.09 ACTION WITHOUT MEETING. Any action required to be taken at
any annual or special meeting of stockholders of the Corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice and without a vote at a meeting,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

ARTICLE III
BOARD OF DIRECTORS

SECTION 3.01 GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by the Board.

SECTION 3.02 NUMBER AND TERM OF OFFICE. The number of directors shall be
not less than two (2) nor more than five (5) as set by the resolutions adopted
by the Board from time to time. Directors need not be stockholders. Each of the
directors of the Corporation shall hold office until such director's successor
shall have been duly elected and shall qualify or until such director shall
resign or shall have been removed in the manner hereinafter provided.

SECTION 3.03 ELECTION OF DIRECTORS. The directors shall be elected
annually by the stockholders of the Corporation and the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.

SECTION 3.04 RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the Board or to the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time is not specified, it shall take effect immediately upon
its receipt; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

SECTION 3.05 VACANCIES. Except as otherwise provided in the Certificate of
Incorporation, any vacancy in the Board, whether because of death, resignation,
disqualification, an increase in the number of directors, or any other cause,
may be filled by vote of the majority of the remaining directors, although less
than a quorum. Each director so chosen to fill a vacancy shall hold office until
such director's successor shall have been elected and shall qualify or until
such director shall resign or shall have been removed in the manner hereinafter
provided.

SECTION 3.06 PLACE OF MEETING, ETC. The Board may hold any of its meetings
at such place or places within or without the State of Delaware as the Board may
from time to time by resolution designate or as shall be designated by the
person or persons calling the meeting or in the notice or a waiver of notice of
any such meeting. Directors may participate in any regular or special meeting of
the Board by means of

23
<PAGE>
conference telephone or similar communications equipment pursuant to which all
persons participating in the meeting of the Board can hear each other and such
participation shall constitute presence in person at such meeting.

SECTION 3.07 FIRST MEETING. The Board shall meet as soon as practicable
after each annual election of directors and notice of such first meeting shall
not be required.

SECTION 3.08 REGULAR MEETINGS. Regular meetings of the Board may be held
at such times as the Board shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday at the place where
the meeting is to be held, then the meeting shall be held at the same hour and
place on the next succeeding business day not a legal holiday. Except as
provided by law, notice of regular meetings need not be given.

SECTION 3.09 SPECIAL MEETINGS. Special meetings of the Board shall be held
whenever called by the President or a majority of the authorized number of
directors. Except as otherwise provided by law or by these Bylaws, notice of the
time and place of each such special meeting shall be mailed to each director,
addressed to such director at his or her residence or usual place of business,
at least five (5) days before the day on which the meeting is to be held, or
shall be sent to such director at such place by telegraph or cable or be
delivered personally not less than forty-eight (48) hours before the time at
which the meeting is to be held. Except where otherwise required by law or by
these Bylaws, notice of the purpose of a special meeting need not be given.
Notice of any meeting of the Board shall not be required to be given to any
director who is present at such meeting, except a director who shall attend such
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.

SECTION 3.10 QUORUM AND MANNER OF ACTING. Except as otherwise provided in
these Bylaws or by law, the presence of a majority of the authorized number of
directors shall be required to constitute a quorum for the transaction of
business at any meeting of the Board, and all matters shall be decided at any
such meeting, a quorum being present, by the affirmative vote of a majority of
the directors present. In the absence of a quorum, a majority of directors
present at any meeting may adjourn the same from time to time until a quorum
shall be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall have no
power as such.

SECTION 3.11 ACTION BY CONSENT. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 REMOVAL OF DIRECTORS. Subject to the provisions of the
Certificate of Incorporation, any director may be removed at any time, either
with or without cause, by the affirmative vote of the stockholders having a
majority of the voting power of the Corporation given at a special meeting of
the stockholders called for the purpose.

SECTION 3.13 COMPENSATION. The directors shall receive only such
compensation for their services as directors as may be allowed by resolution of
the Board. The Board may also provide that the Corporation shall reimburse each
such director for any expense incurred by a director on account of his or her
attendance at any meetings of the Board or Committees of the Board. Neither the
payment of such compensation nor the reimbursement of such expenses shall be
construed to preclude any director from serving the Corporation or its
subsidiaries in any other capacity and receiving compensation therefor.

SECTION 3.14 COMMITTEES. The Board may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of one or more of the directors of the Corporation. Any such committee, to the
extent provided in the resolution of the Board and except as otherwise limited
by law, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation

24
<PAGE>
to be affixed to all papers which may require it. Any such committee shall keep
written minutes of its meetings and report the same to the Board at the next
regular meeting of the Board. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.

ARTICLE IV
OFFICERS

SECTION 4.01 NUMBER. The officers of the Corporation shall be a Chairman,
a President, a Secretary and a Chief Financial Officer.

SECTION 4.02 ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers of
the Corporation, except such officers as may be appointed in accordance with
Section 4.03, shall be appointed annually by the Board at the first meeting
thereof held after the election of the Board. Each officer shall hold office
until his or her successor shall have been duly chosen and shall qualify or
until his or her resignation or removal in the manner hereinafter provided.

SECTION 4.03 ASSISTANTS, AGENTS AND EMPLOYEES, ETC. In addition to the
officers specified in Section 4.01, the Board may appoint other assistants,
agents and employees as it may deem necessary or advisable, including one or
more Assistant Secretaries, and one or more Assistant Chief Financial Officers,
each of whom shall hold office for such period, have such authority, and perform
such duties as the Board may from time to time determine. The Board may delegate
to any officer of the Corporation or any committee of the Board the power to
appoint, remove and prescribe the duties of any such assistants, agents or
employees.

SECTION 4.04 REMOVAL. Any officer, assistant, agent or employee of the
Corporation may be removed, with or without cause, at any time: (i) in the case
of an officer, assistant, agent or employee appointed by the Board, only by
resolution of the Board; and (ii) in the case of an officer, assistant, agent or
employee, by any officer of the Corporation or committee of the Board upon whom
or which such power of removal may be conferred by the Board.

SECTION 4.05 RESIGNATIONS. Any officer or assistant may resign at any time
by giving written notice of his resignation to the Board or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, upon receipt thereof by the Board or
the Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 4.06 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or other cause, may be filled for the
unexpired portion of the term thereof in the manner prescribed in these Bylaws
for regular appointments or elections to such office.

SECTION 4.07 THE CHAIRMAN. The Chairman, if such an officer be elected,
shall, if present, preside at 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 as may be prescribed by these Bylaws. If there is no
President, then the Chairman of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 4.08 of these Bylaws.

SECTION 4.08 THE PRESIDENT. The President of the Corporation shall be the
chief executive officer of the Corporation and shall have, subject to the
control of the Board, general and active supervision and management over the
business of the Corporation and over its several officers, assistants, agents
and employees.

SECTION 4.09 THE SECRETARY. The Secretary shall, if present, record the
proceedings of all meetings of the Board, of the stockholders, and of all
committees of which a secretary shall not have been

25
<PAGE>
appointed in one or more books provided for that purpose; he or she shall see
that all notices are duly given in accordance with these Bylaws and as required
by law; he or she shall be custodian of the seal of the Corporation and shall
affix and attest the seal to all documents to be executed on behalf of the
Corporation under its seal; and, in general, he or she shall perform all the
duties incident to the office of Secretary and such other duties as may from
time to time be assigned by the Board.

SECTION 4.10 THE CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall have the general care and custody of the funds and securities of the
Corporation, and shall deposit all such funds in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected by the
Board. He or she shall receive, and give receipts for, moneys due and payable to
the Corporation from any source whatsoever. He or she shall exercise general
supervision over expenditures and disbursements made by officers, agents and
employees of the Corporation and the preparation of such records and reports in
connection therewith as may be necessary or desirable. The Chief Financial
Officer shall, in general, perform all other duties incident to the office of
the Chief Financial Officer and such other duties as from time to time may be
assigned by the Board.

SECTION 4.11 COMPENSATION. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board. No officers shall be
prevented from receiving such compensation by reason of the fact that he or she
is also a director of the Corporation. Nothing contained herein shall preclude
any officer from serving the Corporation, or any subsidiary corporation, in any
other capacity and receiving such compensation by reason of the fact that he or
she is also a director of the Corporation. Nothing contained herein shall
preclude any officer from serving the Corporation, or any subsidiary
corporation, in any other capacity and receiving proper compensation therefor.

ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

SECTION 5.01 EXECUTION OF CONTRACTS. The Board, except as in these Bylaws
otherwise provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and on behalf
of the Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board or by these Bylaws, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or in any amount.

SECTION 5.02 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name of
or payable to the Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, assistant, agent or attorney shall
give such bond, if any, as the Board may require.

SECTION 5.03 DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board may select, or as may
be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. For the purpose of deposit and for the purpose
of collection for the account of the Corporation, the President or the Chief
Financial Officer (or any other officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation who shall from time
to time be determined by the Board) may endorse, assign and deliver checks,
drafts and other orders for the payment of money which are payable to the order
of the Corporation.

SECTION 5.04 GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to
time authorize the opening and keeping of general and special bank accounts with
such banks, trust companies or other depositories as the Board may select or as
may be selected by any officer or officers, assistant or assistants, agent or
agents, or attorney or attorneys of the Corporation to whom such power shall
have been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with the
provisions of these Bylaws, as it may deem expedient.

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ARTICLE VI
SHARES AND THEIR TRANSFER

SECTION 6.01 CERTIFICATES FOR STOCK. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates, to be in
such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by such stockholder. The
certificates representing shares of such stock shall be numbered in the order in
which they shall be issued and shall be signed in the name of the Corporation by
the President and by the Secretary or an Assistant Secretary or by the Chief
Financial Officer or an Assistant Chief Financial Officer. Any or all of the
signatures on the certificates may be a facsimile. In case any officer, transfer
agent or registrar who has signed, or whose facsimile signature has been placed
upon, any such certificate, shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have been
placed thereupon, were such officer, transfer agent or registrar at the date of
issue. A record shall be kept of the respective names of the persons, firms or
corporations owning the stock represented by such certificates, the number and
class of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective dates of
cancellation. Every certificate surrendered to the Corporation for exchange or
transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04.

SECTION 6.02 TRANSFERS OF STOCK. Transfers of shares of stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by its attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, or with a transfer clerk or a
transfer agent appointed as provided in Section 6.03, and upon surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact shall be so expressed in the entry of
transfer if, when the certificate or certificates shall be presented to the
Corporation for transfer, both the transferor and the transferee request the
Corporation to do so.

SECTION 6.03 REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these Bylaws, concerning the issue,
transfer and registration of certificates for shares of the stock of the
Corporation. It may appoint, or authorize any officer or officers to appoint,
one or more transfer clerks or one or more transfer agents and one or more
registrars, and may require all certificates for stock to bear the signature or
signatures of any of them.

SECTION 6.04 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. In any
case of loss, theft, destruction, or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, theft, destruction,
or mutilation and upon the giving of a bond of indemnity to the Corporation by
the stockholder, in such form and in such sum as the Board may direct; provided,
however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.

SECTION 6.05 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any other change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board may fix, in advance, a record date, which shall not be more than 60
nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. If in any case involving the determination of
stockholders for any purpose other than notice of or voting at a meeting of

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stockholders or expressing consent to corporate action without a meeting the
Board shall not fix such a record date, the record date for determining
stockholders for such purpose shall be the close of business on the day on which
the Board shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of such meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.

ARTICLE VII
INDEMNIFICATION

SECTION 7.01 ACTION, ETC. OTHER THAN BY OR IN THE RIGHT OF THE
CORPORATION. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, that he or she had reasonable cause to
believe that his or her conduct was unlawful.

SECTION 7.02 ACTIONS, ETC., BY OR IN THE RIGHT OF THE CORPORATION. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

SECTION 7.03 DETERMINATION OF RIGHT OF INDEMNIFICATION. Any
indemnification under Section 7.01 or 7.02 (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Section 7.01 and 7.02. Such determination shall be made
(i) by the Board by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

SECTION 7.04 INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL
PARTY. Notwithstanding the other provisions of this Article, to the extent that
a director, officer, employee or agent of the Corporation has

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been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 7.01 or 7.02, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

SECTION 7.05 PREPAID EXPENSES. Expenses incurred by an officer or director
in defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the Corporation as authorized in this Article. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board deems appropriate.

SECTION 7.06 OTHER RIGHTS AND REMEDIES. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

SECTION 7.07 INSURANCE. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this Article.

SECTION 7.08 CONSTITUENT CORPORATIONS. For purposes of this Article,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation, so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he or she would if he or she had served the resulting
or surviving corporation in the same capacity.

SECTION 7.09 OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S
REQUEST. For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.01 WAIVER OF NOTICES. Whenever notice is required to be given by
these Bylaws or the Certificate of Incorporation or by law, the person entitled
to said notice may waive such notice in writing, either before or after the time
stated therein, and such waiver shall be deemed equivalent to notice.

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<PAGE>
SECTION 8.02 AMENDMENTS. These Bylaws, or any of them, may be altered,
amended or repealed, and new Bylaws may be made, (i) by the Board, by vote of a
majority of the number of directors then in office as directors, acting at any
meeting of the Board, or (ii) by the stockholders, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made or
altered by the stockholders may be altered or repealed by either the Board or
the stockholders.

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SECRETARY'S CERTIFICATE
OF ADOPTION OF BYLAWS OF
ICRYSTAL, INC.

I, the undersigned, do hereby certify:

1. That I am the duly elected and acting Secretary of iCrystal, Inc., a
Delaware corporation.

2. That the foregoing Bylaws constitute the Bylaws of said corporation as
adopted by the Board of Directors of said corporation by unanimous written
consent of the Board of Directors on April 4, 2000, and vote of the stockholders
of said corporation on June 15, 2000.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 15(th) day of
June, 2000.

<TABLE>
<S> <C> <C>
By: -----------------------------------------
Name:
Title: Secretary
</TABLE>

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<PAGE>
EXHIBIT 3
2000 INCENTIVE PLAN

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<PAGE>
2000 INCENTIVE PLAN
OF
ICRYSTAL, INC.

Section 1. PURPOSE OF PLAN

The purpose of this 2000 Incentive Plan (this "Plan") of iCrystal, Inc., a
Delaware corporation (the "Company"), is to enable the Company to attract,
retain and motivate their employees and consultants by providing for or
increasing the proprietary interests of such employees and consultants in the
Company, and to enable the Company to attract, retain and motivate its
non-employee directors and further align their interests with those of the
shareholders of the Company by providing for or increasing the proprietary
interests of such directors in the Company. The Plan is intended to permit the
grant of Awards (as defined below) meeting the requirements of (a) Rule 701
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
as such rule may be amended from time to time, and (b) Section 25102(o) of the
Corporations Code of the State of Delaware (the "Corporations Code"), and thus
offers and sales of securities pursuant to the Plan are intended to be exempt
from (i) the registration requirements of the Securities Act if and for so long
as the Company is not subject to the reporting requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and (ii) the qualification requirements of Section 25110 of the Corporations
Code. Nothing in this Plan shall be deemed, however, to prohibit the granting of
Awards in compliance with federal and state securities laws other than pursuant
to Rule 701 and Section 25102(o).

Section 2. PERSONS ELIGIBLE UNDER PLAN

Any employee, non-employee directors, independent contractors or consultants
of the Company or any of its subsidiaries (each, a "Participant") shall be
eligible to be considered for the grant of Awards (as defined in this Plan)
under this Plan.

Section 3. AWARDS

(a) The Administrator (as hereinafter defined), on behalf of the
Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan
and that, by its terms, involves or might involve the issuance of
(i) shares of Common Stock of the Company ("Common Stock"), or (ii) a
Derivative Security (as such term is defined in Rule 16a-1 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
such Rule may be amended from time to time) with an exercise or conversion
privilege at a price related to the Common Stock or with a value derived
from the value of the Common Stock. The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."

(b) Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted
stock, stock options, reload stock options, stock purchase warrants, other
rights to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, limited stock appreciation rights, phantom
stock, dividend equivalents, performance units or performance shares, and an
Award may consist of one such security or benefit, or two or more of them in
tandem or in the alternative.

(c) Common Stock and Derivative Securities may be issued pursuant to an
Award for any lawful consideration as determined by the Administrator,
including, without limitation, services rendered by the recipient of such
Award.

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<PAGE>
(d) Subject to the provisions of this Plan, the Administrator, in its
sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted under this Plan, which terms and conditions
may include, among other things:

(i) a provision permitting the recipient of such Award, including
any recipient who is a director or officer of the Company, to pay the
purchase price of the Common Stock or Derivative Securities or other
property issuable pursuant to such Award, or such recipient's tax
withholding obligation with respect to such issuance, in whole or in
part, by any one or more of the following:

(A) the delivery of cash;

(B) the delivery of previously owned shares of capital stock of
the Company (including "pyramiding") or other property, provided that
the Company is not then prohibited from purchasing or acquiring
shares of its capital stock or such other property;

(C) a reduction in the amount of Common Stock or Derivative
Securities or other property otherwise issuable pursuant to such
Award; or

(D) the delivery of a promissory note, the terms and conditions
of which shall be determined by the Administrator;

(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the
discretion of the Administrator, upon the occurrence of specified events,
including, without limitation, a change of control of the Company, an
acquisition of a specified percentage of the voting power of the Company,
the dissolution or liquidation of the Company, a sale of substantially
all of the property and assets of the Company or an event of the type
described in Section 7 hereof; or

(iii) a provision required in order for such Award to qualify as an
incentive stock option (an "Incentive Stock Option") under Section 422 of
the Internal Revenue Code ("Code"), provided that the recipient of such
Award is eligible under the Code to receive an Incentive Stock Option.
Stock options which do not so qualify are referred to as "Nonqualified
Stock Options."

Section 4. STOCK SUBJECT TO PLAN

(a) The aggregate number of shares of Common Stock that may be issued
or issuable pursuant to all Awards (including Incentive Stock Options,
Nonqualified Stock Options and other Awards) granted under this Plan shall
not exceed three million (3,000,000) shares of Common Stock and all of which
shall be subject to adjustment as provided in Section 8 hereof.

(b) For purposes of Section 4(a) hereof, the aggregate number of shares
of Common Stock issued and issuable pursuant to all Awards granted under
this Plan shall at any time be deemed to be equal to the sum of the
following:

(i) the number of shares of Common Stock that were issued prior to
such time pursuant to Awards granted under this Plan, other than Common
Stock that was subsequently reacquired by the Company pursuant to the
terms and conditions of such Awards and with respect to which the holder
thereof received no benefits of ownership such as dividends; plus

(ii) the number of shares of Common Stock that were otherwise
issuable prior to such time pursuant to Awards granted under this Plan,
but that were withheld by the Company as payment of the purchase price of
the Common Stock issued pursuant to such Awards or as payment of the
recipient's tax withholding obligation with respect to such issuance;
plus

(iii) the maximum number of shares of Common Stock issuable at or
after such time pursuant to Awards granted under this Plan prior to such
time.

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<PAGE>
(c) In the event any Participant is deemed to be a "covered Executive"
pursuant to Section 162(m) of the Code and the exercise of all or a portion
of the Awards would preclude the Company from taking full advantage of the
compensation deductions arising from the grant of such Awards, together with
all other taxable compensation payable to Participant by the Company, by
virtue of the limitations imposed by Section 162(m) of the Code, then the
number of shares as to which Awards shall be exercisable during the
applicable tax year shall be reduced to such number as would allow the
Company to fully deduct the compensation payable to Participant.

(d) If and for so long as the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the amount of
securities offered and sold under the Plan shall not exceed the limitations
set forth in Rule 701 promulgated under the Securities Act, as such rule may
be amended from time to time.

Section 5. DURATION OF PLAN

No Awards shall be granted under this Plan after April 4, 2010. Although
Common Stock may be issued after April 4, 2010 pursuant to Awards granted prior
to such date, no Common Stock shall be issued under this Plan after April 4,
2010 (the "Termination Date").

Section 6. ADMINISTRATION OF PLAN

(a) This Plan shall be administered by an Administrator of the Board
(the "Administrator") consisting of two or more directors. In the event that
the Company becomes "publicly held" within the meaning of Section 162(m) of
the Code, then, with respect to any Awards intended to qualify for the
"performance-based compensation" exception in Section 162(m) of the Code,
the Administrator shall, to the extent necessary, consist of two or more
directors each of whom is an "outside director" within the meaning of
Section 162(m) of the Code and such Award shall not be subject to Board
approval.

(b) Subject to the provisions of this Plan, the Administrator shall be
authorized and empowered to do all things necessary or desirable in
connection with the administration of this Plan, including, without
limitation, the following:

(i) adopt, amend and rescind rules and regulations relating to this
Plan;

(ii) determine which persons are Participants and to which of such
Participants, if any, Awards shall be granted hereunder;

(iii) grant Awards to Participants and determine the terms and
conditions thereof, including the number of shares of Common Stock
issuable pursuant thereto;

(iv) accelerate the exercisability of an Award or extend the period
during which an owner of an Award may exercise his or her rights under
such Award (but not beyond the Termination Date);

(v) determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and

(vi) interpret and construe this Plan and the terms and conditions
of all Awards granted hereunder.

The interpretation and construction by the Administrator of any term or
provision of the Plan or of any Award granted under it, including without
limitation any determination of adjustments required pursuant to Section 7
hereof, shall be conclusive, unless otherwise determined by the Board of
Directors of the Company (the "Board") in which event such action by the Board
shall be conclusive, and such interpretation and construction shall be binding
upon all those who hold or are eligible to receive options under the Plan, and
all persons claiming under them. The Board or Administrator may from time to
time adopt rules and regulations for carrying out this Plan and, subject to the
provisions of this Plan, may prescribe the form or forms of the instruments
evidencing any Award granted under this Plan.

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<PAGE>

(c) The Administrator will provide to each holder annual financial
statements of the Company to the extent required by law.

Section 7. ADJUSTMENTS

If the outstanding securities of any class then subject to this Plan are
increased, decreased or exchanged for or converted into cash, property or a
different number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash
dividend) or other distribution, stock split, reverse stock split or the like,
or if substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Administrator shall make appropriate and proportionate adjustments in (a) the
number and type of shares or other securities or cash or other property that may
be acquired pursuant to Incentive Stock Options and other Awards theretofore
granted under this Plan, (b) the maximum number and type of shares or other
securities that may be issued pursuant to Incentive Stock Options, Nonqualified
Stock Options and other Awards thereafter granted under this Plan, and (c) the
maximum number of Common Shares that may be subject to stock options or stock
appreciation rights granted during any twelve-month period to any Participant,
as provided in Section 4(c) hereof; provided, however, that no adjustment shall
be made to the number of shares of Common Stock that may be acquired pursuant to
outstanding Incentive Stock Options or the maximum number of shares of Common
Stock with respect to which Incentive Stock Options may be granted under this
Plan to the extent such adjustment would result in such options being treated as
other than Incentive Stock Options; provided, further, that no such adjustment
shall be made to the extent the Administrator determines that such adjustment
would result in the disallowance of a federal income tax deduction for
compensation attributable to Awards hereunder by causing such compensation to be
other than "performance-based compensation" within the meaning of
Section 162(m)(4)(C) of the Code.

Section 8. OTHER PROVISIONS

Awards granted under this Plan shall contain such other terms and provisions
which are not inconsistent with this Plan as the Board or Administrator may
authorize, including but not limited to (a) vesting schedules governing the
exercisability of such Awards, (b) provisions for acceleration of such vesting
schedules in certain events, (c) arrangements whereby the Company may fulfill
any tax withholding obligations it may have in connection with the exercise of
such Awards, (d) provisions imposing restrictions upon the transferability of
stock acquired on exercise of such Award, whether required by this Plan or
applicable securities laws or imposed for other reasons, and (e) provisions
regarding the termination or survival of any such Award upon the optionee's
death, retirement or other terminations of employment and the extent, if any, to
which any such Award may be exercised after such event. Incentive Stock Options
shall contain the terms and provisions required of them under the Code.

Section 9. FINANCIAL ASSISTANCE

The Company is vested with authority under this Plan to assist any
Participant to whom an Award is granted hereunder (including any director or
officer of the Company or any of its subsidiaries who is also a Participant) in
the payment of the purchase price payable on exercise of that Award, by lending
the amount of such purchase price to such Participant on such terms and at such
rates of interest and upon such security (or unsecured) as shall have been
authorized by or under authority of the Board.

Section 10. COMPANY'S RIGHT OF FIRST PURCHASE AND PARTICIPATION IN
COMMON STOCK TRANSACTIONS

(a) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter
defined) for at least ninety (90) days, any stock issued on exercise of any
Award granted under this Plan shall be subject to the Company's right of
first purchase. By virtue of that right, (a) such stock may not be
transferred during the holder's lifetime to any person other than members of
the holder's Immediate Family, a partnership whose members are

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<PAGE>

the holder and/or members of the holder's Immediate Family, or a trust for
the benefit of the holder and/or members of the holder's Immediate Family,
unless such transfer occurs within fifteen (15) days following the
expiration of thirty (30) days after the Company has been given a written
notice which correctly identified the prospective transferee or transferees
and which offered the Company an opportunity to purchase such stock at its
Fair Market Value in cash, and such offer was not accepted within thirty
(30) days after the Company's receipt of that notice; and (b) upon the
holder's death, the Company shall have the right to purchase all or some of
such stock at its Fair Market Value within nine (9) months after the date of
death. This right of first purchase shall continue to apply to any such
stock after the transfer during the holder's lifetime of that stock to a
member of the holder's Immediate Family or to a family partnership or trust
as aforesaid, and after any transfer of that stock with respect to which the
Company expressly waived its right of first purchase without also waiving it
as to any subsequent transfers thereof, but it shall not apply after a
transfer of that stock with respect to which the Company was offered but did
not exercise or waive its right of first purchase or more than nine months
after the holder's death. The Company may assign all or any portion of its
right of first purchase to any one or more of its shareholders, or to a
pension or retirement plan or trust for Participants of the Company, who may
then exercise the right so assigned. Stock certificates evidencing stock
subject to this right of first purchase shall be appropriately legended to
reflect that right.

(b) While and so long as the Common Stock or any stock of any other
class subject to this Plan has not been Publicly Traded (as hereinafter
defined) for at least ninety (90) days, upon the exercise of any Awards
granted under the Plan, the Company may require that the Awards granted to
Participants be subject to such requirements as the Company may specify,
including a requirement that a Participant participate in transactions
involving the purchase or exchange of all, or substantially all, of the
Common Stock of the Company (a "Transaction"). To the full extent provided
to any other holder of Common Stock of the Company on the date a Participant
exercises the Award, Participants shall be entitled to participate in any
Transaction on the same basis as the other holders of Common Stock of the
Company.

Section 11. LIMITATIONS OF RIGHTS OF PARTICIPANTS

(a) A Participant under this Plan shall not have any interest in the
shares or in any dividends paid thereon, and shall not have any of the
rights or privileges of a shareholder with respect to such shares, until the
certificates therefor have been issued and delivered to him or her.

(b) No shares of stock issuable under the Plan shall be issued and no
certificate therefor delivered unless and until, in the opinion of legal
counsel for the Company, such securities may be issued and delivered without
causing the Company to be in violation of or to incur any liability under
any federal, state or other securities law, or any other requirement of law
or of any regulatory body having jurisdiction over the Company.

(c) The receipt of an option does not give the holder any right to
continued employment by the Company or a subsidiary for any period, nor
shall the granting of the option or the issuance of shares on exercise
thereof give the Company or any subsidiary any right to the continued
services of the holder for any period.

(d) Nothing contained in this Plan shall constitute the granting of an
Award hereunder, which shall occur only pursuant to express authorization by
the Board or the Administrator.

Section 12. AMENDMENT AND TERMINATION

The Board may alter, amend, suspend or terminate this Plan, provided that no
such action shall deprive a holder who has not consented thereto of any Award
granted to the holder pursuant to this Plan or of any of the holder's rights
under such Award. Except herein provided, no such action of the Board, unless
taken with the approval of the shareholders of the Company, may:

(a) increase the maximum number of shares for which Awards granted under
this Plan may be exercised;

37
<PAGE>
(b) reduce the minimum permissible exercise price;

(d) alter the class of Employees eligible to receive Awards under the Plan;
or

(e) amend the Plan in any other manner which the Board, in its discretion,
determines should become effective only if approved by the shareholders
even though such shareholder approval is not expressly required by this
Plan.

If an amendment to this Plan would (i) increase the maximum number of shares
of Common Stock that may be issued pursuant to (a) all Awards granted under this
Plan, (b) all Incentive Stock Options granted under this Plan, or (c) Awards
granted under this Plan during any calendar year to any one Participant,
(ii) change the class of persons eligible to receive Awards under this Plan,
(iii) otherwise materially increase the benefits hereunder accruing to
participants who are subject to Section 16 of the Exchange Act in a manner not
specifically contemplated herein or (iv) affect this Plan's compliance with
Rule 16b-3 or applicable provisions of the Code, as amended from time to time,
the amendment shall be subject to approval by the Company's shareholders to the
extent required to comply with Rule 16b-3, Sections 422 and 162(m) of the Code,
and other applicable provisions of or rules under the Code, as amended from time
to time.

Section 13. CERTAIN DEFINITIONS

As used in this Plan, the following terms shall have the following meanings:

"Fair Market Value" shall mean the fair market value of the Common Stock. If
the Common Stock is not publicly traded, fair market value shall be determined
by the Board or the Administrator and may be computed by any method which the
Board or the Administrator in good faith believes reflects the fair market value
of the Common Stock on the date of such determination, including without
limitation, reference to the book value of the Common Stock and reference to the
most recent price at which the Common Stock, or a Derivative Security of the
Company, has been issued in an arms-length transaction, provided however, that
Fair Market Value shall not be less than the exercise price paid by the
Participant to receive the subject Common Stock. If the Common Stock is publicly
traded, fair market value shall be the closing sale price per share of Common
Stock, if the Common Stock is listed on a national securities exchange or on the
NASDAQ National Market, or if the Common Stock is not then so listed, the
closing bid price per share of Common Stock, on the day in question (or, if such
day is not a trading day or if no sales of Common Stock were made on such day,
on the nearest preceding trading day on which sales of Common Stock were made),
as reported in THE WALL STREET JOURNAL, or, if trading in the Common Stock is
not then reported in THE WALL STREET JOURNAL, at such closing sale or bid price
as may then appear in what the Board or the Administrator in its judgment then
deems to be the most nearly comparable listing or reporting service.

An individual's "Immediate Family" includes only his or her spouse, parents
or other ancestors, and children and other direct descendants of that individual
or of his or her spouse (including such ancestors and descendants by adoption).

Corporate stock is "Publicly Traded" if stock of that class is listed or
admitted to unlisted trading privileges on a national securities exchange or on
the NASDAQ National Market or if sales or bid and offer quotations are reported
for that class of stock in the automated quotation system ("NASDAQ") operated by
the National Association of Securities Dealers, Inc.

Section 14. EFFECTIVE DATE OF PLAN

This Plan shall be effective as of April 4, 2000, the date upon which it was
approved by the Board of Directors of the Company, subject to approval by the
Company's stockholders.

38
<PAGE>
PROXY I CRYSTAL, INC. PROXY
3237 King George Hwy., Ste. 101-B
Surrey, British Columbia, V5P 1B7 Canada

This Proxy is Solicited on Behalf of the Board of Directors and Management
of I crystal, Inc.

The undersigned appoints Larry J. Hrabi and Douglas J. Slamko as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the Common Shares of I
crystal, Inc. held of record by the undersigned on May 18, 2000, at the Annual
Meeting of Stockholders to be held on Monday, June 15, 2000, or any adjournment
thereof.

Please check this box only if you intend to attend and vote at the Annual
Meeting.

TO ASSIST THE COMPANY IN TABULATING THE VOTES SUBMITTED BY PROXY PRIOR TO
THE ANNUAL MEETING, WE REQUEST THAT YOU MARK, SIGN, DATE AND RETURN THIS PROXY
BY JUNE 9, 2000 USING THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN THE BOX.

<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
PROPOSAL 1. RATIFICATION OF PRIOR NAME CHANGES. / / / / / /
The ratification of the prior actions of the Board Of
Directors changing the Company's to Softnet
Industries, Inc. and subsequently to I crystal, Inc.

PROPOSAL 2. CHANGE OF COMPANY NAME TO ICRYSTAL, INC. / / / / / /
The approval of an amendment to the Certificate of
Incorporation to change the Company's name from
I crystal, Inc. to iCrystal, Inc.

PROPOSAL 3. ADOPTION OF AMENDED AND RESTATED BYLAWS / / / / / /
The adoption of Amended and Restated Bylaws for the Company,
as set forth fully in the Notice to the Annual Meeting.
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
PROPOSAL 4. ELECTION OF DIRECTORS
/ / FOR all nominees / / WITHHOLD authority to vote (except as marked contrary
below)
NOMINEES: Larry J. Hrabi, Derek Bodnarchuk and H. Rex Hollett.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.

-----------------------------------------------------------------------------------

PROPOSAL 5. APPROVAL OF THE 2000 PLAN / / / / / /
The approval of the 2000 Plan.
</TABLE>

In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting. This Proxy, when
properly executed, will be voted in the manner directed by the undersigned
shareholder. If no direction is made, this Proxy will be voted "FOR" each of the
nominated directors and "FOR" each of the Proposals.

Dated: ___________________________

Signature: _______________________

PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW. WHEN SHARES ARE
HELD JOINTLY, BOTH STOCKHOLDERS
SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE
INDICATE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE INDICATE FULL
CORPORATE NAME; AND IF SIGNED BY
THE PRESIDENT OR ANOTHER
AUTHORIZED OFFICER, PLEASE SPECIFY
THE OFFICER'S CAPACITY. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED
PERSON.