TOUCH TONE AMERICA INC, PRES14A, 1998-02-02

TOUCH TONE AMERICA INC
PRES14A, 1998-02-02
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Touch Tone America, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:

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(5) Total fee paid:

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/ / 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:

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

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(3) Filing Party:

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(4) Date Filed:

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TOUCH TONE AMERICA, INC.

1771 E. FLAMINGO ROAD, BUILDING B, SUITE 200
LAS VEGAS, NEVADA 89119

NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 30, 1998

TO THE STOCKHOLDERS OF
TOUCH TONE AMERICA, INC.

Notice is hereby given that a Special Meeting of Shareholders of TOUCH TONE
AMERICA, INC. (the "Company") will be held at 1771 E. Flamingo Road, Building B,
Suite 200, Las Vegas, Nevada 89119, on Monday, the 30th day of March, 1998 at
nine o'clock in the morning (9:00 a.m.) for the following purposes:

1. to consider and, if deemed advisable, to pass a resolution approving
the Agreement and Plan of Reorganization, as amended, entered into by
the Company and Orix Global Communications, Inc., and authorizing the
Company to acquire all the issued and outstanding shares of Orix
Global Communications, Inc., a Nevada corporation, in consideration
for the issuance of 33,732,980 shares of the Company's Common Stock to
the stockholders of Orix. Immediately after the acquisition there
were approximately 38,301,225 shares of the Company's Common Stock
issued and outstanding.

2. if the Acquisition submitted for approval under Proposal 1 is adopted,
to consider and if deemed advisable, to elect five directors to hold
office until their successors are duly elected and qualified;

3. if the Acquisition submitted for approval under Proposal 1 is adopted,
to consider and, if deemed advisable, to pass a resolution authorizing
the Company to change its state of incorporation from the State of
California to the State of Delaware, by means of a merger of the
Company with and into a wholly owned Delaware corporation formed
solely for the purpose of completing the merger;

4. to approve the appointment by the Board of Directors of Hein +
Associates LLP as independent auditors for the fiscal year ending May
31, 1998 on the terms set forth in the accompanying Proxy Statement;
and

5. to transact such other business as may properly be brought before the
meeting or any adjournments thereof.

The text of the Agreement and Plan of Reorganization, as amended, and the
text of the Agreement and Plan of Merger are set out in Exhibit A, and B
respectively to the Proxy Statement which accompanies this notice.

The Board of Directors has fixed the close of business on March 2, 1998 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Special Meeting. A list of such shareholders will be available
for examination at the offices of the Company at 1771 E. Flamingo Road, Building
B, Suite 200, Las Vegas, Nevada 89119, at least ten days prior to the Special
Meeting.

Under Chapter 13 of the California General Corporation Law, holders of
record of Common Stock who vote against the Acquisition and the reincorporation,
may, under certain circumstances, require the Company to purchase their shares
for cash at the "fair market value". See "Rights of Dissenting Shareholders in
the accompanying Proxy Statement.

IF YOU ARE UNABLE TO ATTEND THE SPECIAL MEETING IN PERSON, KINDLY READ THE NOTES
ON THE REVERSE SIDE OF THE PROXY, THEN COMPLETE AND RETURN THE PROXY WITHIN THE
TIME SET OUT IN THE NOTES. THE PROXY IS SOLICITED BY MANAGEMENT, BUT YOU MAY
AMEND IT BY

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STRIKING OUT THE NAMES LISTED AND INSERTING THE NAME OF THE PERSON YOU WISH TO
REPRESENT YOU AT THE MEETING.

Your attention is directed to the Proxy Statement accompanying this notice
for a more complete statement regarding matters to be acted upon at the Special
Meeting.

By Order of the Board of Directors

Kerry Rogers,
President and Chief Executive Officer

Las Vegas, Nevada
March 2, 1998

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TABLE OF CONTENTS

TO THE STOCKHOLDERS OF TOUCH TONE AMERICA, INC.. . . . . . . . . . . . . . . 5
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Solicitation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . 5
Appointment and Revocation of Proxies . . . . . . . . . . . . . . . . . 5
Exercise of Discretion by Proxies . . . . . . . . . . . . . . . . . . . 6
Voting of Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
THE ACQUISITION OF ORIX GLOBAL COMMUNICATIONS. . . . . . . . . . . . . . . . 7
Background for the Acquisition. . . . . . . . . . . . . . . . . . . . . 7
Ratification by Shareholders. . . . . . . . . . . . . . . . . . . . . . 10
Management of the Company After the Acquisition . . . . . . . . . . . . 10
Prior Business Relationship Between the Parties . . . . . . . . . . . . 10
Overview of Operations and Business of Orix . . . . . . . . . . . . . . 10
Other Products and Services . . . . . . . . . . . . . . . . . . . . . . 14
Description of Orix Capital Stock . . . . . . . . . . . . . . . . . . . 15
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Institutional Private Placement . . . . . . . . . . . . . . . . . . . . 15
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . . . 18
The Board of Directors Unanimously Recommends a Vote "For" the
Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Background of Nominees. . . . . . . . . . . . . . . . . . . . . . . . . 19
Vote Required; Board Recommendation . . . . . . . . . . . . . . . . . . 20
REINCORPORATION OF THE COMPANY IN DELAWARE . . . . . . . . . . . . . . . . . 20
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Principal Reasons for the Delaware Reincorporation. . . . . . . . . . . 23
Possible Disadvantages. . . . . . . . . . . . . . . . . . . . . . . . . 24
Changes in Capital Structure Caused by the Reincorporation. . . . . . . 25
Significant Changes Caused by Reincorporation . . . . . . . . . . . . . 25
Indemnification and Limitation of Liability . . . . . . . . . . . . . . 28
Cumulative Voting for Directors . . . . . . . . . . . . . . . . . . . . 30
Other Matters Relating to Directors . . . . . . . . . . . . . . . . . . 31
Shareholder Power to Call Special Shareholders' Meeting . . . . . . . . 32
Advance Notice Requirement for Shareholder Proposals and Director
Nominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Anti-takeover Measures. . . . . . . . . . . . . . . . . . . . . . . . . 32
Loans to Officers, Directors, and Employees . . . . . . . . . . . . . . 34
Class Vote for Certain Reorganizations. . . . . . . . . . . . . . . . . 34
Inspection of Shareholder Lists . . . . . . . . . . . . . . . . . . . . 34
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Voting and Appraisal Rights in Certain Transactions . . . . . . . . . . 35
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Application of California Law after Reincorporation . . . . . . . . . . 35
Ratification of Material Changes in Constating Documents Affecting
Stockholders' Rights. . . . . . . . . . . . . . . . . . . . . . . . . . 36
Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Board Recommendation and Vote Required. . . . . . . . . . . . . . . . . 38
SELECTION OF INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . . . 38
RIGHTS OF DISSENTING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . 39
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON . . . . . . . . . . 40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . 41
STATEMENT OF EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . 42
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . 42
Compensation Committee Interlocks and Insider Participation . . . . . . 42
Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . 44

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Employment Contracts and Termination of Employment and
Change-in-Control Arrangements. . . . . . . . . . . . . . . . . . . . . 44
MARKET PRICES AND DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . 44
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK . . . . . . . . . . . . . . . . . 44
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION WITH RESPECT TO THE
ACQUISITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
STOCKHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

EXHIBITS

Agreement and Plan of Reorganization . . . . . . . . . . . . . . . . . Exhibit A
Agreement and Plan of Merger . . . . . . . . . . . . . . . . . . . . . Exhibit B
Articles of Incorporation of TTA Delaware, Inc.. . . . . . . . . . . . Exhibit C
By Laws of TTA Delaware, Inc.. . . . . . . . . . . . . . . . . . . . . Exhibit D
Audited Financial Statements of Orix at May 31, 1997 and unaudited
financial statements for the three months ended on
August 31, 1996 and 1997 . . . . . . . . . . . . . . . . . . . . . . . Exhibit E
Pro Forma Financial Information of Touch Tone America, Inc. at
May 31, 1997 and October 31, 1997 after giving effect to the
Acquisition of Orix Global Communications, Inc.. . . . . . . . . . . . Exhibit F
California General Corporation Law - Dissenters Rights . . . . . . . . Exhibit G

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TOUCH TONE AMERICA, INC.

1771 E. FLAMINGO ROAD, BUILDING B, SUITE 200
LAS VEGAS, NEVADA 89119

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 30, 1998
______________________

PROXY STATEMENT
______________________

This Proxy Statement is furnished to the shareholders of Touch Tone
America, Inc., a California corporation, (the "Company") in connection with the
solicitation by the management of the Company of proxies to be used at the
special meeting of stockholders of the Company to be held at the time and place
and for the purposes set forth in the accompanying Notice of Special Meeting.
The Special Meeting is being held for the purpose of voting upon the proposals
for (i) the acquisition of all the issued and outstanding shares in the capital
stock of Orix Global Communications, Inc. ("Orix"); (ii) the election of five
directors; (iii) the change of state of incorporation of the Company from
California to Delaware; (iv) the appointment of Hein + Associates LLP as
independent auditors; and (v) such other business as may be brought before the
Special Meeting. The Board of Directors of the Company has approved all the
actions and transactions submitted to the shareholders for consideration and
approval, and unanimously recommends the shareholders vote FOR the approval of
all such actions and transactions.

The principal executive offices of the Company are located at 1771 E.
Flamingo Road, Building B, Suite 200, Las Vegas, Nevada 89119.

GENERAL INFORMATION

SOLICITATION OF PROXIES

The solicitation of proxies is made on behalf of the Company and all the
expenses of soliciting proxies from stockholders will be borne by the Company.
In addition to the solicitation of proxies by use of the mails, officers and
regular employees may communicate with stockholders personally or by mail,
telephone, telegram or otherwise for the purpose of soliciting such proxies, but
in such event no additional compensation will be paid to any such persons for
such solicitation. The Company will reimburse banks, brokers and other nominees
for their reasonable out-of-pocket expenses in forwarding soliciting material to
beneficial owners of shares held of record by such persons. The approximate
date on which this Proxy Statement and the enclosed form of proxy are being
first sent or given to stockholders is March 2, 1998.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed proxy are directors or officers of the
Company. A stockholder desiring to appoint some other person to represent him
at the meeting may do so by striking out the printed names and inserting such
person's name in the blank space provided in the form of proxy and depositing
the completed proxy with American Securities Transfer, 1825 Lawrence Street,
#444, Denver, Colorado, 80202, not less than 48 hours, excluding Saturdays and
holidays, preceding the meeting or an adjournment of the meeting. The other
person need not be a stockholder of the Company.

A stockholder who has given a proxy may revoke it either (a) by signing a
proxy bearing a later date and depositing as aforesaid, or (b) by attending the
meeting in person and registering with the scrutineers as a stockholder
personally present, or (c) by an instrument in writing signed by the
intermediary or shareholder or his attorney authorized

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in writing, and, in the case of a corporation, executed under its corporate seal
or signed by a duly authorized officer or attorney for the corporation and
either delivered to the registered office of the Company at 1771 E. Flamingo
Road, Building B, Suite 200, Las Vegas, Nevada 89119 at any time up to and
including the last business day preceding the day of the Meeting, or any
adjournment thereof, or deposited with the Chairman of the Meeting on the day of
the Meeting, prior to the hour of commencement, or (d) in any other manner
provided by law.

EXERCISE OF DISCRETION BY PROXIES

The persons named in the enclosed form of proxy will vote the shares on any
poll in accordance with the direction of the stockholder appointing them. IN
THE ABSENCE OF ANY DIRECTION, IT IS INTENDED THE SHARES WILL BE VOTED FOR ALL
PROPOSALS SET OUT IN THE PROXY.

The enclosed form of proxy confers discretionary authority upon the persons
named therein with respect to amendments or variations to matters itemized in
the accompanying Notice of Special Meeting or on any other matter that may
properly come before the Meeting. At the time of printing of this Proxy
Statement, the management of the Company knew of no other matters that may
properly come before the Meeting other than those referred to in the
accompanying Notice of Special Meeting.

VOTING OF SHARES

On the date of the accompanying Notice of Special Meeting the Company was
authorized to issue 100,000,000 common shares and had outstanding 38,301,225
such shares, each carrying the right to one vote, so that the aggregate number
of votes attaching to all the outstanding shares is 38,301,225. The former
stockholders of Orix will be excluded from voting on Proposal 1 regarding the
ratification of the Acquisition of Orix. The aggregate number of votes
attaching to the outstanding number of shares entitled to vote on Proposal 1 is
4,568,245. In addition, the Company is authorized to issue 10,000,000 Preferred
Shares, none of which are outstanding. March 2, 1998, has been fixed in advance
by the directors as the record date for the purpose of determining members
entitled to notice of the meeting and to vote thereat. This proxy statement has
been mailed on or about March 2, 1998, to all stockholders of record at the
close of business on March 2, 1998 and to intermediaries.

In order to approve a motion proposed at the Meeting in accordance with
California law, a majority of greater than 50% of the votes cast either in
person or by proxy is required (an "ordinary resolution").

Abstentions and broker non-votes are included in the determination of the
number of shares present and entitled to vote for purposes of determining a
quorum. Abstentions and broker non-votes, however, do not constitute a vote
"for" or "against" against any special resolution and thus will be disregarded
in the calculation of a plurality or of "votes cast." Accordingly, abstentions
and broker non-votes will have the same effect as a vote against the motions.

The persons named in the accompanying Proxy as proxyholders are directors
or senior officers of the Company. A SHAREHOLDER OR AN INTERMEDIARY HOLDING
SHARES AND ACTING ON BEHALF OF AN UNREGISTERED SHAREHOLDER HAS THE RIGHT TO
APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT ON HIS BEHALF
AT THE MEETING OTHER THAN THE PERSONS NAMED IN THE PROXY AS PROXYHOLDERS. TO
EXERCISE THIS RIGHT, THE SHAREHOLDER OR INTERMEDIARY MUST STRIKE OUT THE NAMES
OF THE PERSONS NAMED IN THE PROXY AS PROXYHOLDERS AND INSERT THE NAME OF HIS
NOMINEE IN THE SPACE PROVIDED.

A shareholder or intermediary acting on behalf of a shareholder may
indicate the manner in which the persons named in the enclosed Proxy are to vote
with respect to any matter by checking the appropriate space. On any poll
required by virtue of 5% or more of the outstanding shares of the Company being
represented by proxies at the Meeting that are to be voted against a matter or
by a shareholder or proxyholder requesting a poll, those persons will vote or
withhold from voting the shares in respect of which they are appointed in
accordance with the directions, if any, given in the Proxy provided such
directions are certain.

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If the shareholder or intermediary acting on behalf of a shareholder wishes
to confer a discretionary authority with respect to any matter, then the space
should be left blank. IN SUCH INSTANCE, THE PROXYHOLDER, IF ONE PROPOSED BY
MANAGEMENT, INTENDS TO VOTE THE SHARES REPRESENTED BY THE PROXY IN FAVOR OF THE
MOTION. The enclosed Proxy, when properly signed, also confers discretionary
authority with respect to amendments or variations to the matters identified in
the Notice of Meeting and with respect to other matters which may be properly
brought before the Meeting. At the time of printing this Proxy Statement, the
management of the Company is not aware that any such amendments, variations or
other matters are to be presented for action at the Meeting. If, however, other
matters which are not now known to the management should properly come before
the Meeting, the Proxies hereby solicited will be exercised on such matters in
accordance with the best judgment of the nominees.

The Proxy must be dated and signed by the shareholder or by his attorney
authorized in writing or by the intermediary acting on behalf of a shareholder.
In the case of a corporation, the Proxy must be executed under its corporate
seal or signed by a duly authorized officer or attorney for the corporation.

COMPLETED PROXIES TOGETHER WITH THE POWER OF ATTORNEY OR OTHER AUTHORITY,
IF ANY, UNDER WHICH IT WAS SIGNED OR A NOTARIALLY CERTIFIED COPY THEREOF MUST BE
DEPOSITED WITH THE COMPANY'S TRANSFER AGENT, AMERICAN SECURITIES TRANSFER, 1825
LAWRENCE STREET, #444, DENVER, COLORADO 80202, AT LEAST 48 HOURS (EXCLUDING
SATURDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ADJOURNMENT THEREOF.
UNREGISTERED SHAREHOLDERS WHO RECEIVED THE PROXY THROUGH AN INTERMEDIARY MUST
DELIVER THE PROXY IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN BY SUCH
INTERMEDIARY.

The person duly appointed under any instrument of proxy will only be
entitled to vote the shares represented thereby if the instrument of proxy
together with any instrument which may be required as set out in the instrument
of proxy is deposited with American Securities Transfer ("AST") at the address
aforesaid not less than 48 hours, excluding Saturdays and holidays, preceding
the meeting or an adjournment of the meeting.

THE ACQUISITION OF ORIX GLOBAL COMMUNICATIONS, INC.
(PROPOSAL 1)

The shareholders of the Company, at the exclusion of the former
shareholders of Orix, are invited to consider and, if deemed advisable, to pass
a resolution approving the Agreement and Plan of Reorganization, as amended,
entered into by the Company and Orix, and authorizing the Company to acquire all
the issued and outstanding shares of Orix.

BACKGROUND FOR THE ACQUISITION

On May 15, 1997 the Company's Board of Directors engaged Cornwell
Consulting Services ("CCS") of Dover, Florida, on the recommendation of the
officers and directors, various investors and Barron Chase Securities, Inc., the
underwriter of the Company's 1996 initial public offering. CCS is a consultant
in mergers and acquisitions, the sale of corporate assets, and turn-around
specialists for telecommunications companies in financial difficulty. At the
time of the recommendation, the price of the Company's Common Stock listed on
the NASDAQ had declined from a high of $7.00 per share to $0.625 per share.
The Company was in bad financial condition, in turmoil and disarray, due to the
impact of the aborted merger attempt with Arcada Communications, Inc., the AT&T
claims which could have resulted in a substantial financial liability, and
declining long distance revenues. The Company suffered continual additional
losses from operations and as a result its capital base was eroded.

CCS recommended the Company search for a merger candidate to take over the
Company's operations and management, and to sell GetNet International, Inc, the
Company's wholly-owned subsidiary, to raise needed operating capital. A GetNet
offering package was developed and distributed to potential buyers. Two bids
were received.

An alternative plan was developed on May 22, 1997 with ORIX Global
Communications ("Orix"), one of the GetNet bidders. Orix was approached as a
reverse merger candidate, similar to the transaction contemplated with Arcada

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Communications, Inc. It was felt that this would create an infusion of
technology, management, customers, and revenues to utilize the existing GetNet
communications infrastructure. Specifically, Orix had current and planned
traffic requirements on routes for which GetNet had significant excess capacity
under "take or pay" contracts. Orix had requirements for both voice and IP
network interconnections in locations where GetNet already had negotiated space
and peering agreements. Orix had developed and was implementing an ATM
(Asynchronous Transfer Mode) based architecture, which could reduce GetNet's
operating costs by allowing the deployment of Cisco IP routers behind the ATM
switches, allowing more efficient utilization of overall bandwidth and inserting
a new level of network management. Finally, the combined usage of GetNet and
Orix, if directed to the same underlying carrier, such as Wiltel/Worldcom, could
result in better discount schedules for both companies.

A letter of intent was signed with Orix on June 20, 1997; GetNet was
removed from a sale status and existing bidders were so informed. The
definitive agreement (Agreement and Plan of Reorganization) was signed with Orix
on August 14, 1997 and Kerry Rogers, the President of Orix, was engaged as a
Consultant to the Board of Directors on a month to month basis until shareholder
approval of the definitive Agreement. Under the helm of Orix, the Company was
successful in arresting operation losses. The CCS consulting agreement
terminated September 15, 1997.

Board members Matt Barletta and Michael J. Canney, resigned on April 16,
and May 14, 1997, respectively. To facilitate the attempted turnaround and
provide CCS with the necessary power to take action, Robert C. Vaughan, Larry C.
Cornwell and Dr. Edward D. Wirth, Jr. were appointed as Directors. Mr. Vaughan
resigned on June 6, 1997, leaving Messrs. Cornwell, Wirth and Walko as the
Company's remaining Directors. Mr. Cornwell served as the interim President
until September 15, 1997 and David J. Smith remained as Secretary and Chief
Financial Officer, but terminated with the Company on September 12, 1997. Dr.
Wirth served as the acting President of the Company and GetNet until December
31, 1997. Kerry Rogers is currently President of TTA and Werner Baumann is
currently President of GetNet.

On August 11, 1997, the Company entered into an Agreement and Plan of
Reorganization (the "Agreement") pursuant to which the shareholders of Orix
would sell all the issued and outstanding common stock of Orix (the "Shares").
On November 7, 1997, the parties amended the Agreement in order to substitute
the consideration given by the Company for the Shares, as well as condition the
closing of the transaction upon certain terms. The Company agreed to acquire
all the Shares in exchange for such number of Common Shares of the Company's
Common Stock to represent after issuance 65% of all such issued and outstanding
shares after giving effect to all options, warrants or other rights calling for
issuances of Common Shares of the Company's Common Stock. One of the conditions
precedent to the Agreement was the Company remaining in compliance with the NASD
Marketplace Rules and maintaining the listing of its Common Stock on the NASDAQ
Small/Cap Market. Orix had discretion not to consummate the Acquisition if any
of the conditions precedent under the Agreement were not satisfied.

On October 16, 1997 the NASDAQ notified the Company that as a result of
its failure to produce its annual report on a timely basis and to satisfy the
requirements for continued listing on the NASDAQ Small/Cap Market, the Company's
Common Stock would be delisted. The Company had failed to meet the criteria
since approximately May 31, 1997. The NASDAQ further indicated that it had been
apprised that the Company entered into an Agreement and Plan of Reorganization
with Orix and that the combination of the two companies would satisfy the NASDAQ
capital and surplus requirements, and that the Company anticipated that its
stockholders would vote overwhelmingly in favor of the acquisition of Orix.
Nonetheless, the NASDAQ informed the Company that it would not afford it an
extension in time in which to evidence compliance with the capital and surplus
requirements for continuum listing, and that the shares would be delisted on
October 23, 1997.

The NASDAQ informed the Company, in a letter dated November 5, 1997, that
the delisting action referred in the October 16, 1997 letter was stayed. The
NASDAQ informed the Company that a formal request for a temporary exemption to
the total assets requirements of the NASDAQ Marketplace Rules would be
considered at an oral hearing scheduled for Thursday, December 4, 1997. On
December 16, 1997, the Company announced that the NASDAQ notified the Company
that as a result of its failure to satisfy the listing requirements for
continued listing on the NASDAQ Small/Cap Market the Company's Common Stock was
delisted. This determination was made by the Listing Qualification Panel
following a verbal hearing before the Panel on December 4, 1997 in connection
with the Company's request for the continued inclusion on the NASDAQ Small/Cap
Market notwithstanding its failure to meet the total assets

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and capital surplus requirements that are set forth in the NASDAQ Marketplace
Rules. Based on the contemplated acquisition of Orix and an envisaged private
placement, the Panel was of the opinion that the proposed transactions would
result in a change of control, financial structure and business, and that the
NASDAQ Marketplace Rules for initial inclusion requirements are applicable.

As a result of the delisting of the Company's Common Stock from the NASDAQ
Small/Cap Market, on December 18, 1997 Orix agreed to close the Acquisition on
the basis of new terms and conditions which included the issuance of 33,732,980
shares as consideration for all the issued and outstanding shares of Orix,
representing approximately 80% of all issued and outstanding shares of the
Common Stock of the Company after giving effect to all options, warrants and
other rights calling for issuance of Common Shares of the Company's Common
Stock. Orix also agreed to close the Acquisition if the institutional private
placement described below was consummated concurrently with the closing of the
Acquisition.

The basis upon which shares of Orix's Common Stock were exchanged for the
shares of Common Stock of the Company was established through arm's length
negotiations between the Company and Orix. There was no relationship between
Orix or its stockholders, on the one hand, and the Company, on the other hand,
prior to entering into the Agreement, except for the consulting agreement
entered into in August 1997 with Kerry Rogers, the President of Orix, to serve
as a consultant to the Board of Directors of the Company on a month to month
basis until shareholder approval of the Acquisition.

On December 31, 1997, the Company acquired all the issued and outstanding
shares of Orix Global Communications, Inc., a Nevada corporation ("Orix") in
accordance with the terms of an Agreement and Plan of Reorganization among the
Company, Orix and the stockholders of Orix (the "Acquisition"). Subject to the
ratification by the shareholders of the Company, the Acquisition was consummated
by the issuance of 33,732,980 shares of the Company's Common Stock to the
stockholders of Orix. Immediately after the acquisition there were approximately
38,301,225 shares of the Company's Common Stock issued and outstanding. As a
result of the transaction, the former shareholders of Orix acquired control of
the Company, and Orix became a wholly-owned subsidiary of the Company.

All of Orix's outstanding common stock had been held of record and
beneficially by seven shareholders. The Company has been advised that none of
the former Orix stockholders is acting as a group with respect to the Orix
common stock, nor do any of the former Orix stockholders share any dispositive
or voting powers with respect to their shares of Orix.

Orix operates as a reseller of communications network equipment and
circuits, and provides voice, Internet, data, video and wireless services in the
U.S. and international markets. See "Overview of Operations and Plan of
Business of Orix."

Proforma financial information of the Company at May 31, 1997 and
October 31, 1997 after giving effect to the Acquisition is attached to this
Proxy Statement as Exhibit F.

REASONS FOR THE ACQUISITION

The Board of Directors of the Company considered a number of factors when
approving the Acquisition including, but not limited to, the following:

(i) information concerning the financial condition and results of
operation of the Company on both historic and a prospective basis;
(ii) the historic market price and recent trading patterns of the Common
Stock of the Company and the value of the Company as a going concern
(iii) alternatives to an acquisition that might be available to the Company
and its shareholders;
(iv) the ability of Orix Global Communications to contribute to the future
growth, viability and success of the Company;
(v) the need to afford the Company's shareholders with a return on their
investment and liquidity;

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(vi) the opportunity of bringing on Orix management to manage the Company;
(vii) the need to maintain the Company's listing on the NASDAQ; and
(viii) the terms, conditions, price and other aspects of other transactions
similar to the contemplated Acquisition.

In view of the wide variety of factors considered in connection with the
evaluation of the Acquisition, the Board of Directors did not find it
practicable to assign relative weights to the specific factors considered in
reaching its decision. Barron Chase Securities, Inc. has rendered a verbal
opinion to the Board of Directors to the effect that the terms and conditions of
the Acquisition are fair to the shareholders. The principal alternative of the
Company which was considered by the Board of Directors was to attempt to raise
additional equity and shore up its capital base.

The historical trading prices of the Company's common stock have ranged
from a high $7.00 to a low of $0.625. See "Market Prices and Dividends". On
December 18, 1997 the last trading day price prior to the public announcement
that the Company had agreed to purchase all the issued and outstanding shares of
Orix Global Communications, the closing sales price as reported on the NASDAQ
was $0.625.

RATIFICATION BY SHAREHOLDERS

The Acquisition remains subject to the ratification by a majority of the
shareholders of the Company, excluding the former stockholders of Orix
("Shareholder Ratification"). Should the stockholders of the Company not ratify
the Acquisition, the Orix stockholders have the right under the Agreement to
cause the Company to undo the Acquisition and to make the parties whole and in
the same position they were in prior to the closing of the Acquisition.

MANAGEMENT OF THE COMPANY AFTER THE ACQUISITION

In connection with the Acquisition, Messrs. Kerry L. Rogers, Robert A.
Michel, W. Bruce Voss, and Eckley M. Keach were nominated to the Company's Board
of Directors. They join Messrs. Larry Cornwell, Bruce Walko, and Dr. Edward D.
Wirth. The new Board of Directors has elected the following officers: President
and Chief Executive Officer - Kerry L. Rogers, Executive Vice-President
and Secretary - Robert A. Michel, Vice-President and Chief Financial
Officer - W. Bruce Voss. Bruce Walko and Dr. Edward D. Wirth agreed to
resign as Directors of the Company following stockholder ratification of
the Acquisition.

PRIOR BUSINESS RELATIONSHIP BETWEEN THE PARTIES

On August 14, 1997, the Company engaged Kerry Rogers under an independent
contractor agreement for a period of one year to advise the Company in making
recommendations to and consulting with the Board of Directors pending
shareholder approval of the Agreement and Plan of Reorganization. As
compensation for his services, Rogers will receive an honorarium of $10,000 per
month.

On November 3, 1997, the Company agreed to hire Werner Baumann, an employee
of Orix to perform certain services for GetNet on an independent contractor
basis. His responsibilities include making recommendations to and consulting
with the Board of Directors pending shareholder approval of the Acquisition.
Mr. Baumann will receive nominal fees for his services. On January 20, 1998,
Mr. Baumann was appointed President of GetNet.

OVERVIEW OF OPERATIONS AND BUSINESS OF ORIX

ORIX operates as a reseller of communication network equipment and
circuits, and provides voice, Internet, data, video and wireless services in the
United States and international markets. ORIX is considered a VALUE ADDED
RESELLER, or VAR and the ORIX Global Gate Network is considered a VALUE ADDED
NETWORK, or VAN.

To provide voice, Internet and wireless services, ORIX developed a
high-speed data network identified as the

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<PAGE>

ORIX Global Gate Network-TM-(1). The network delivers such services as well as
new and developing technologies to Latin America and Mexico. The network is a
combination of Asynchronous Transfer Mode (ATM) and Frame Relay communication
technology that integrates high speed data switches with fiber optics, copper,
satellite, microwave and other emerging wireless technologies.

ORIX's marketing strategy is focused on immediate international
opportunities using currently available ATM and Frame Relay technology over the
ORIX Global Gate Network.

COMPANY HISTORY. The company was formed in 1996 and began business as a
learning center for business professionals to take advantage of the growing
electronic marketplace. Initially fueled by applications such as local area
networking, the birth of the World Wide Web, and a growing international
marketplace, ORIX has evolved into a many faceted and dynamic organization. The
company now maintains a presence in the United States and Mexico.

The Company's success is attributable to its ability to transform emerging
technologies into practical revenue producing products and services. This is
predicated on the company's senior management's keen understanding of
networking, technological underpinnings and theories, their ability to transform
the technologies into breakthrough products and diffuse same in international
markets.

ORGANIZATIONAL STRUCTURE. ORIX is organized as a Nevada corporation. Its
principle offices are located at 1771 East Flamingo Road, Las Vegas, Nevada
89119, (702) 792-2500. ORIX is registered with the FCC under license number
ITC-97-199.

The directors and officers of ORIX are:

Nominee Age Position
------- --- --------

Kerry Rogers 40 President, Chief Executive Officer
and Director
Robert A. Michel 42 Executive Vice President, General
Manager, Secretary, Treasurer and
Director
William Bruce Voss 49 Vice President, General Counsel and
Director
Eckley M. Keach 44 Director

The background of each member of the management team is as follows:

KERRY ROGERS serves as President, Chief Executive Officer and Director of
Orix. In August 1995, Mr. Rogers formed Digitainment Corporation with the
intent of linking Diamond In The Sun, Inc., a music production company, Video
Link, a video conferencing company, and On Ramp Internet Computer Services,
Inc., a company formed by Mr. Rogers in late 1993 to deliver Internet content
services to the Las Vegas market with emphasis on gaming and entertainment.
During the summer of 1994, he successfully launched Vegas.Com and created
Wagernet, an interactive gaming technology platform. In January 1996, he
unwound the Digitainment Corporation transaction and formed Orix Systems, Inc.
with the idea of Orix Systems, Inc. inheriting the operations of On Ramp
Internet Computer Services, Inc. In June 1996, Mr. Rogers formed Orix
Leasing, which eventually became Orix Global Communications, Inc., a provider of
telecom services. From December 1989 to August 1992, he served as Executive Vice
President of Financial Funding of Nevada, Inc., implementing and directing all
data processing for their Chicago and Nevada offices. During that time, he
created a mortgage software package successfully cutting down on the average
loan processing time from 60 days to 20 days. He sold his interest in the
company in 1992. Mr. Rogers is a Director of Vegas. Net LLC.

ROBERT A. MICHEL, serves as Executive Vice President, General Manager,
Secretary and Treasurer of Orix. He is also a Director of the Company. Mr.
Michel joined On Ramp Internet Computer Services, Inc. as General Manager

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

(1) Global Gate Network is a trademark of ORIX.

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<PAGE>

in May 1995. He continued his service as General Manager with Orix Systems,
Inc. when it was formed in January 1996 inheriting the operations of On Ramp
Internet Computer Services, Inc. Mr. Michel has over 20 years experience in
various engineering, manufacturing, and electronic/mechanical maintenance
fields, with strength developed in design and implementation of Configuration
Management programs and computer-based Information Systems. In July 1995, he
served as the National Chairman, Data Management Committee, of the Association
for Configuration and Data Management (ACDM).

WILLIAM BRUCE VOSS is currently a Director, Vice President and Chief
Financial Officer of the Company and Vice President and General Counsel to
Orix. Mr. Voss is an attorney and was admitted to the California Bar in
1975. Mr. Voss is a partner of Voss & Lawyers. From 1994 to 1997, he was
counsel to Cummins & White of Los Angeles, and Newport Beach, California, and
Taiwan where he specialized in domestic and international business
transactions and litigation. From 1990 to 1994, Mr. Voss was Of Counsel with
Haight, Brown and Bonesteell, Santa Ana, California. Mr. Voss is also Vice
President and General Counsel of Micro Optics Design Corporation, Irvine,
California, and Moncton, New Brunswick (manufacturers of optometry equipment)
and of Catalina Clipper LLC (transportation and cruise ships).

ECKLEY M. KEACH is a Director of Orix. Mr. Keach was admitted to the Bar
in South Carolina (1984), and Nevada (1984). Mr. Keach is a partner with
Goodman, Chesnoff & Keach, Attorneys at Law in Las Vegas, Nevada. Mr. Keach is
a member of the Clark County and American Bar Association; State Bar of Nevada;
South Carolina Bar; The Association of Trial Lawyers of America; Nevada Trial
Lawyers Association; California Trial Lawyers Association and National District
Attorneys Association. Mr. Keach is a graduate from the University of South
Carolina (B.S.) in 1977; and University of South Carolina (J.D.) 1983.

There are currently 20 staff employees and several full-time contract
employees. The company expects to double the number of employees within the
next year. Four support groups support the company's four technological areas,
namely Administration Support, Engineering/Technical Support, Operational
Support, and Design/Production. Until recently engineering support was
outsourced to engineering firms which maintain test labs for configuration and
operational testing.

The company's core functions are the organization, transportation and
termination of voice, data and video traffic. These core functions are
performed by the support groups and the global sales unit.

ORIX GLOBAL GATE NETWORK. ORIX Global Gate Network is a private network,
which provides private and secure access and transport of data. Using a network
of nodes and gateways, users can access private networks, such as corporate
intranets, public networks and the Internet. Access is available in any
increment supported by a particular protocol.

CONVERSION, FORMATS AND PROTOCOLS. The ORIX Global Gate Network is
comprised of circuits and equipment capable of transporting data, using a
variety of communication protocols including ATM and Frame Relay. ORIX Global
Gate Network also utilizes an X.25 international access network and transports
Internet traffic in native IP/IPX formats.

The key to the ORIX Global Gate Network is that voice, video and data are
all converted, compressed and transported in a data format over data circuits.
Prior to recent advancements in communication technology, voice traffic was
transported over voice circuits while data transport required it own data
circuits. These traditional voice networks required customers (corporate
clients) to purchase long distance voice services from one of the traditional
long distance carriers, and to pay per-minute rates. Data was sent in a
bitstream format and could not be transported simultaneously over the same voice
circuit.

The advent of the Internet, and specifically the TCP/IP protocol, allowed
data to be combined into packets, and the packets to be transported over data
circuits. These packets, referred to as IP (Internet Protocol) packets, provide
more efficacious telecommunications; for instance, they are not as susceptible
to line noise and external interference as bitstream data. In addition, if a
packet loses integrity or gets lost along the way, the intended receiver can
request for

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<PAGE>

it to be resent (instead of resending the entire file).

ORIX packages voice and video bitstreams into packets much the same way
that data is put into packets. By converting data, voice and video into a
common format, such as ATM, data can be transported over the same data circuit
simultaneously. When voice is transported over a private ATM network, the
per-minute long distance charges are averted.

The transport of voice in a data format, specifically in Internet protocal,
is not regulated in the U.S., as is the case in most countries. As countries
around the world head toward deregulation, data carriers, such as ORIX, are
getting into the voice market. This market can be very lucrative to a data
carrier because of the relatively inexpensive cost of equipment required
compared to the traditional voice switches. Competition in these markets is
growing. Viability turns on the ability of a corporation to maintain
technological leadership and attract clients. There are no assurances that Orix
will maintain their technological edge and be capable to attract new clients.

CONVERSION. The ORIX Global Gate Network utilizes high-speed switches that
convert voice to data packets (for Frame Relay transport) or cells (for ATM
transport). Once in a data format, the switches compress and mux (aggregate)
the data into larger trunks extending from the U.S. to other countries.
Transport is further enhanced through dynamic bandwidth allocation.

ORIX presently compresses data on the network to a maximum of 8:1
compression ratio using algorithms developed by leading switch manufacturers.
This allows the ORIX Global Gate Network to reduce transport costs by a factor
of eight without compromising quality. The significance of this process can be
appreciated, for instance, by the fact that a 1.5Mbps circuit from the U.S. to
Hong Kong costs approximately $60,000 per month. ORIX Global Gate Network can
compress eight 1.5Mbps voice trunks into one circuit for overseas transport.

The key to making the voice-data-voice conversion/compression work is being
able to transport the packets or cells at an extremely high rate. High-speed
switches and fiber optics are called upon to perform this part of the equation.
Technology is continually advancing the speed at which packet switching can
occur. If the frames or cells are not transported at a high enough rate, the
delay will cause echo in a voice conversation and jerky motion in a video
stream. ORIX addresses the basic challenge in voice-over-frame relay or
voice-over-ATM.

TRAFFIC SOURCES. ORIX can provide specific international transport for
carriers of all three Tier groups. Minutes are bought at the lowest price
available as long as voice quality and integrity is maintained to satisfactory
levels. Carriers are broken down by tiers on the basis of their revenue levels
as outlined below.

- Tier I (more than $1 Billion in revenue) AT&T, LDDS/WorldCom, MCI,
Frontier, Sprint.
- Tier II (between $100 Million and $1 Billion in revenue ) Network Long
Distance, LCI International, US Long Distance, ACC Long Distance,
Telco Communications, MidCom Communications, Phoenix Network.
- Tier III (between $25 and $100 Million in revenue) Total-Tel USA,
EqualNet, Incomnet, US Wats, Cherry Communications.

ORIX has signed up four Tier II carriers to provide switched
telecommunications on its network and is negotiating with others. The operating
agreements are for 12 or 36 months and may be terminated at any time in certain
circumstances. As of the date of this Proxy Statement, ORIX had commenced
service under two of the agreements. Orix has entered into confidentiality,
non-circumvention and non-competition agreements with such carriers. Moreover,
several of the carriers listed above are direct competitors of Orix. In
addition, an Internet Service Provider (ISP) buys ORIX Global Gate Network
bandwidth and resells it as dial-up access and to World Wide Web providers that
maintain websites. Video services are purchased by corporate clients desiring
to send live video feeds over the Internet, or for video conferencing
applications.

DATA CIRCUITS. Voice, data and video are transported over data circuits.
Data circuits used by the ORIX Global Gate Network are leased from a variety of
carriers, both foreign and domestic. Current carriers used by the ORIX Global
Gate Network include MCI, Sprint, IXC, and Avantel. Circuits are leased
typically for three year periods in

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<PAGE>

bandwidth/speeds of T-1 (1.544Mbps), DS-3 (45Mbps), E-1 (foreign - 2.044Mbps),
and fractions thereof. Special equipment is used for making conversions from
U.S.A. standard of T-1 to the European standard of E-1. Satellite circuits are
leased from an Andrew Corporation affiliate on a month-to-month basis.

BACKBONE HARDWARE. An essential ingredient for the ORIX Global Gate
Network is backbone hardware which can be described as fixed circuits or
point-to-point circuits. Hardware providing access to major backbones have been
acquired from U.S. companies with extensive expertise in ATM and Frame Relay
applications such as Digital Equipment Corporation, Yurie, ADC Kentrox, Northern
Telecom (Nortel), Micom (recently purchased by Nortel). All hardware purchases
are made with conditional purchase orders subject to testing. Orix is currently
testing hardware supplied by these manufacturers, and in certain cases, has been
afforded extensions to perform the tests.

OTHER PRODUCTS AND SERVICES

DEVELOPMENT. The company is dedicated to the development of new
telecommunication applications. Currently, it has invested approximately $1
million in the configuration and design of new products and services.

PROPRIETARY TECHNOLOGY. The particular combinations of software, hardware,
electronic and telecommunication technology, designed and configured by ORIX,
are proprietary, confidential and constitute company trade secrets. The company
chose not to file for patent protection for their current innovations.

MARKETS. Operations are broken down into four technological areas, namely:

- Voice Services - corporate and commercial voice applications. The
company holds a FCC 214 License that permits transport and termination
of international long distance.

- Data Services - point-to-point data transport such as corporate data.

- Internet Services - international Internet access provided to
corporate entities.

- Wireless Services - prepaid cellular and prepaid calling card network
service facilities, wireless T-1/E-1 connectivity, satellite long-haul
networks and microwave local loop services

MEXICAN OPERATIONS. ORIX has recently implemented a network segment
between the United States and several key points in Mexico. This network segment
utilizes state-of-the-art communication switches that offer the latest in data
transport and conversion technology. As a result, the network moves data
traffic more efficiently across international borders (in excess of 10 times)
than the industry standard today. It will easily transport video, voice and
data at higher transfer rates than previously possible.

ORIX is exploring the opportunity of offering a prepaid cellular and
calling card platform in Mexico. The Company is assessing profit margins and
the applicability of regulations and licensing requirements.

KANSAS CITY OPERATIONS. On January 26, 1998 Orix entered into a lease
agreement for space in Kansas City to accommodate its DSC DEX 600SC switch
purchased from DSC Corporation. The Orix Global Gate Network utilizes high
speed switches, like the DSC DEX 600SC, to aggregate voice which is converted
to data packets or cells. DSC Corporation has been contracted by Orix to
expand and upgrade the switches located in Kansas City and Las Vegas. Orix
is installing additional high speed ATM equipment allowing for transmission
of IP data throughout its network. Management expects Kansas City to become
a major hub for their Orix Global Gate Network enabling them to interface
with clients in a central U.S. location.

INTERNATIONAL INTERNET ACCESS. ORIX chose early on not to get in the
Internet Service Provider (ISP) business by correctly anticipating moves from
the major telcos to drastically cut monthly access fees. Accordingly, the
company chose to concentrate on providing access on a wholesale basis to ISP's
in developing countries. ORIX now provides access in Mexico and is presently
connecting several other countries. The service is provided through the ORIX
Global

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<PAGE>

Gate Network. The location in Mexico is a hub allowing for expansion into Latin
America and Asia.

Through these hubs ORIX can provide private data networks, X.25, X.28 (data
protocols), Frame Relay, Frame Cell and ATM services. The Company is embarking
on an ambitious marketing plan in both these high growth regions of the world.
Demand in these areas is extensive and ORIX is quickly positioning itself to
meet this demand.

WIRELESS SERVICES. The ORIX Global Gate Network can provide wireless
services through leased satellite circuits (reseller) and microwave local loops.
ORIX has successfully transported voice encapsulated in the Frame Relay protocol
over satellite from the U.S. to international distributors.

PREPAID CALLING CARDS. ORIX provides engineering/technical support and
program management for a prepaid calling card and cellular platform operating
from Las Vegas, NV. The prepaid program targets consumers with past credit
blemishes, college students, and low income areas. Surprisingly, the prepaid
program has shown success in other mainstream parts of the U.S. as well.

Future projects include prepaid cellular in Mexico and other Latin American
countries, prepaid Internet cards, prepaid video conferencing and a multi-use
prepaid card (used for gasoline, phone, food and other products).

BILLING. ORIX typically generates invoices on a weekly basis. Invoices are
delivered every Monday morning and payment is expected every Friday. Credit is
limited to the amount that a customer deposits in cash with ORIX or in an
acceptable letter of credit.

Voice services billing is generated from Call Detail Reports (CDR) obtained
from the termination providers. This CDR is processed using a proprietary
billing software application. All billing and credit terms are delineated in
the ORIX Switched Services Agreement or the accompanying Service Schedule that
is signed prior to service. Data and Internet customers are billed on a monthly
basis, normally at a flat monthly rate.

DESCRIPTION OF ORIX CAPITAL STOCK

The Orix Certificate of Incorporation (the "Orix Certificate") currently
authorizes the issuance of up to 2,500 shares of Orix Common Stock. At November
1, 1997, there were issued and outstanding 1,200 shares of Orix Common Stock.
All outstanding shares of Orix Common Stock are fully paid and non-assessable.
The summary contained herein of certain provisions of Orix's capital stock does
not purport to be complete and is qualified in its entirety by reference to the
provisions of the Certificate of Incorporation of Orix.

FINANCIAL STATEMENTS

Orix's audited financial statements as at May 31, 1997, and unaudited
financial statements for the three months ended on August 31, 1996 and 1997
are attached to this Proxy Statement as Exhibit E.

INSTITUTIONAL PRIVATE PLACEMENT

SECURITIES PURCHASE AGREEMENT. On December 31, 1997, and concurrent with
the Acquisition, the Company entered into a Securities Purchase Agreement with
Infinity Investors Limited, a Nevis West Indies corporation ("Infinity"),
pursuant to which the Company agreed to issue and sell to Infinity $2,500,000
principal amount of 8% Convertible Exchangeable Debentures due December 31, 1999
(the "Debentures"). The funds were advanced on January 6, 1998.

Effective on the first business day following the ratification by a
majority of the Company's shareholders of the Acquisition of all the issued and
outstanding shares of Orix, the outstanding principal balance (together with
accrued and unpaid interest ) of the Debentures shall be automatically exchanged
for an equal stated amount of the Company's Series B Preferred Shares. (See
below for a description of the Series B Preferred Shares). The Company agreed
to use its best lawful efforts to obtain such Shareholder Ratification as soon
as practicable following the closing of the private placement and in all events
by June 30, 1998. In addition, in the event shareholder ratification is not
obtained by then,

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<PAGE>

Infinity may require the Company and Orix, jointly and severally, to repay the
Debentures. This obligation is secured by a pledge to Infinity (x) by the
Company and each Orix shareholder of all outstanding capital stock of Orix
pursuant to a certain Stock Pledge Agreement, and (y) by Orix of all of its
assets pursuant to a certain Asset Pledge Agreement (collectively the "Pledge
Agreements"). Infinity agreed to refrain from exercising these remedies for a
period of thirty (30) days following such event during which period Orix shall
in good faith seek to repay the Debenture. Moreover, the Company further agreed
to submit to the Company's shareholders the reincorporation of the Company from
the State of California to the State of Delaware

The proceeds of the private placement, after satisfaction of the settlement
agreement with AT&T in the amount of $150,000 and payment of the expenses of the
transaction, were advanced by the Company to Orix (the "Orix Advance"). The
funds will be used to expand the Orix network, and for general working and
growth capital requirements. An amount of $420,000 was retained by the escrow
agent until consummation of the acquisition of all the issued and outstanding
shares of UCI Teleport, Inc., a Florida corporation which holds the rights to
acquire an earth satellite station in Florida. The acquisition of UCI Teleport,
Inc. was consummated on January 14, 1998. Orix agreed to reimburse the Orix
Advance to the Company no later than December 31, 1999, except in the event
Shareholder Ratification is not obtained and Infinity exercises its remedies
under the Pledge Agreements.

The Series B Preferred Shares consists of 10,000 authorized shares of
Preferred Stock and the stated value shall be $1,000 per share. The Series B
Preferred Stock shall rank prior to the Company's common stock, and to any class
or series of capital stock of the Company. The Series B Preferred Shares shall
pay a cumulative dividend of 8% per year. The holders of Series B Preferred
Shares are entitled to liquidation preference upon liquidation, dissolution or
winding up of the Company in an amount equal to $1,000 per share plus all
accrued and unpaid dividends. In certain events, including the change of control
of the Company, the Company may be required to redeem the Series B Preferred
Stock. The Company agreed to file with the Secretary of State of California the
Series B Preferred Shares Certificate of Designation as soon as practicable
after the Closing.

The Series B Preferred Stock may be converted into shares of the Company's
common stock. The "Conversion Price" shall be $1.46. During each of the
calendar months of March through July, 1998 the Conversion Price shall be reset
at the lower of $1.46. and the then applicable Reset Price. The Reset Price
shall be the daily-weighted average sales price on the principal securities
exchange for the immediately preceding calendar month. In no event shall a
holder of the Convertible Debenture be entitled to convert any portion of the
Debenture and the Option Debentures in excess of that number of shares upon
conversion of which the sum of the number of shares of Common Stock beneficially
owned would result in beneficial ownership by a holder of more than 4.9% of the
outstanding shares of Common Stock.

OPTION AGREEMENT. On December 31, 1997, the Company entered into an Option
Agreement with Infinity pursuant to which the Company agreed to grant to
Infinity an option to assign and convey to the Company debentures, preferred
shares and\or commons shares of United Petroleum Corporation, a Delaware
corporation (the "UPC Securities") with an exchange amount not to exceed in the
aggregate for all such assignments of $11,000,000 (the "Maximum Exchange
Amount"). The Option may be exercised at any time prior to the second
anniversary date of the Option Agreement. Upon exercise of the Option, the
escrow agent will issue to Infinity either 8% convertible exchangeable
debentures due December 31, 1999 (if the Shareholder Ratification has not
occurred) (the "Option Debentures") or Series C Preferred Shares (if the
Shareholder Ratification has occurred).

The Company agreed to file with the Secretary of State of California the
Series C Preferred Shares Certificate of Designation and deposited in escrow
pursuant to the terms of the Escrow Agreement the Option Debenture in the
aggregate principal balance of the Maximum Exchange Amount.

Effective on the first business day following the Shareholder Ratification
of the Acquisition of all the issued and outstanding shares of Orix, the
outstanding principal balance ( together with accrued and unpaid interest ) of
the Option Debentures shall be automatically exchanged for an equal stated
amount of the Company's Series C Preferred Shares.

The Series C Preferred Shares consists of 10,000 authorized shares of
Preferred Stock and the stated value shall

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<PAGE>

be $1,000 per share. The Series C Preferred Stock shall rank prior to the
Company's common stock, and to any class or series of capital stock of the
Company except the Series B Preferred Stock. The Series C Preferred Shares shall
pay a cumulative dividend of 8% per year. The holders of Series C Preferred
Shares are entitled to liquidation preference upon liquidation, dissolution or
winding up of the Company in an amount equal to $1,000 per share plus all
accrued and unpaid dividends.

In certain events, including the change of control of the Company, the
Company may be required to redeem the Series C Preferred Stock

The Series C Preferred Stock may be converted into shares of the Company's
common stock. The "Conversion Price" shall be $2.92. On the first day of each of
the calendar months of March through July, 1998 (each such date being a "Reset
Date") the Conversion Price shall be reset at the lower of $2.92 or two (2)
times the then applicable Reset Price. The Reset Price shall be the
daily-weighted average sales price on the principal securities exchange for the
immediately preceding calendar month.

REGULATION S UNDER THE SECURITIES ACT. The Debenture, the Option
Debentures, and the Warrant have been, and the Series B and C Preferred Shares
issued in exchange therefor shall be, issued by the Company in a private
placement pursuant to Regulation S promulgated under the Securities Act of 1933,
as amended ("Regulation S"). The Company relied on a number of facts and
representations made by Infinity in the Securities Purchase Agreement and the
Option Agreement to make the exemption available. The private placement
constitutes an offshore transaction, and did not involve any directed selling
efforts in the U.S. as such terms are defined under Regulation S.

The Company entered into a Registration Rights Agreement dated as of
December 31, 1997 affording Infinity the right to cause the Company to prepare
and file a registration statement to effect the registration under the
Securities Act of all, but not less than all, of the number of shares of Common
Stock issued upon conversion of the Debentures, the Series B or C Preferred
Shares, and the Common Shares issued upon exercise of the Warrants, in the
event Regulation S is amended or modified either (x) to increase to more than 40
the number of days contained in the Restricted Period or (y) so that the
Conversion Shares or Warrant Shares would be deemed "restricted securities"
pursuant to the Securities Act.

CERTAIN CONDITIONS TO PRIVATE PLACEMENT. As long as Infinity owns, in the
aggregate, not less than 25% of the Debenture (or an equivalent amount of Common
Stock issued upon conversion of the Debentures or the Option Debentures), a
representative of Infinity will have all the rights of a director (exclusive of
payment of director fees) but will not attend meetings of the Board of Directors
and will not be entitled to vote on matters submitted for the Board's approval.

The Company agreed to take all actions necessary such that the Company's
Common Stock will be eligible for quotation on the OTC Market unless it becomes
listed on a national exchange, and that at least ten members of the NASD
continue to be registered as market makers with respect to the Company's shares
of Common Stock

PUT AND CALL AGREEMENT. On December 31, 1997, a Put and Call Agreement was
executed among the Company and Infinity pursuant to which the Company has the
right to require that Infinity repurchase on December 31, 1999 all (but not less
than all) of the UPC Securities then owned by the Company at a purchase price
equal to the product of thirty percent (30%) multiplied by the aggregate
Exchange Amount of all UPC Securities being repurchased on the Put date. Under
the Put and Call Agreement Infinity shall have the right, but not the
obligation, for a period of thirty (30) days from December 31, 1999, to purchase
from the Company any or all of the UPC Securities then owned by the Company at a
call price of one hundred and ten percent (110%) of the aggregate Exchange
Amount of the UPC Securities then owned by the Company. Such "Exchange Amount"
means (i) with respect to debentures, the outstanding principal balance thereof,
together with accrued and unpaid interest, (ii) with respect to preferred
shares, the aggregate stated value thereof, together with accrued and unpaid
dividends, and (iii) with respect to common shares, such amount will be
determined on the basis of the average closing bid price.

EQUITY LINE. Commencing July 1, 1998 and continuing through December 1,
1998, the Company may request

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<PAGE>

that Infinity provide either (x) a structured equity funding line with a maximum
commitment of $2,500,000 (the "Equity Line") or (y) a commitment to acquire an
additional $2,500,000 stated value of Company's Series B Shares containing terms
(including the conversion price) identical to those provided in the Securities
Purchase Agreement and in the Series B Certificate of Designation (the
"Additional Series B Share Acquisition"). The terms of Equity Line provides
that the Company will issue Common Stock at a purchase price equal to 85% of the
then applicable market price of the Common Stock.

Infinity was granted a warrant to purchase 400,000 shares of Common Stock
in the event the Company fails to notify Infinity by July 31, 1998 that it
desires Infinity to provide either the Equity Line or Additional Series B Share
Acquisition. The purchase price per share of Common Stock issuable upon exercise
of the warrant shall be $1.46. During each of the calendar months of March
through July, 1998 the warrant purchase price shall be reset at the lower of
$1.46 and the then applicable Reset Price. The Reset Price shall be the
daily-weighted average sales price on the principal securities exchange for the
immediately preceding calendar month.

VOTE REQUIRED; BOARD RECOMMENDATION

Approval of the Acquisition will require the affirmative vote of the
holders of a majority of the outstanding shares of the Company's Common Stock
entitled to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ACQUISITION.

ELECTION OF DIRECTORS
(Proposal 2)

The proposal to elect the nominees for the Board of Directors listed below
is contingent upon the approval by the Shareholders of the Company submitted for
approval under Proposal 1.

Under the Agreement and Plan of Reorganization, the current Directors of
the Company agreed to tender their written resignations as of the Effective Date
of the Acquisition. Accordingly, if the Acquisition submitted for approval
under Proposal 1 is adopted, all current Directors will immediately resign. The
following individuals are nominees to take office as directors of the Company
when the resignation of the current Directors become effective. All nominees
have consented to being named herein and to serve if so elected. Shares
represented by proxies solicited hereby will be voted FOR the election of the
Board nominees unless authority to so vote is withheld.

Nominee Age Principal Occupation
------- --- --------------------

Kerry Rogers 40 President, Chief Executive Officer and
Director of the Company and Orix Global
Communication, Inc.

Robert A. Michel 42 Executive Vice President and Secretary of the
Company, and Executive Vice President,
General Manager, Secretary and Treasurer,
Orix Global Communication, Inc.

Eckley M. Keach 44 Partner, Goodman, Chesnoff & Keach, Attorneys
at Law

William Bruce Voss 49 Partner, Voss & Associates, Attorney at Law

Larry Cornwell 55 President, Cornwell Consulting Services

The Company has no reason to believe that any nominee for election will not
be able to serve his prescribed term. Should any nominee become unavailable to
serve, the proxy solicited hereby may be voted for election of such other person
as will be designated by the Board of Directors. The background of each of the
nominees is set forth below.

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<PAGE>

BACKGROUND OF NOMINEES

KERRY ROGERS currently serves as President, Chief Executive Officer and
Director of the Company and of Orix Global Communications, Inc. ("Orix"). In
August 1995, Mr. Rogers formed Digitainment Corporation with the intent of
linking Diamond In The Sun, Inc., a music production company, Video Link, a
video conferencing company, and On Ramp Internet Computer Services, Inc., a
company formed by Mr. Rogers in late 1993 to deliver Internet content services
to the Las Vegas market with emphasis on gaming and entertainment. During the
summer of 1994, he successfully launched Vegas.Com and created Wagernet, an
interactive gaming technology platform. In January 1996, he unwound the
Digitainment Corporation transaction and formed Orix Systems, Inc. with the idea
of Orix Systems, Inc. inheriting the operations of On Ramp Internet Computer
Services, Inc. In June 1996, he formed Orix Leasing, which eventually became
Orix Global Communications, Inc., a provider of telecom services. From December
1989 to August 1992, he served as Executive Vice President of Financial Funding
of Nevada, Inc., implementing and directing all data processing for their
Chicago and Nevada offices. During that time, he created a mortgage software
package successfully cutting down on the average loan processing time from 60
days to 20 days. He sold his interest in the company in 1992. Mr. Rogers is
also Director of Vegas.Net LLC.

In July 1985, Mr. Kerry Rogers was found guilty of a one-count information
charging him with being an accessory after the fact to a violation of Title 18,
United States Code, Sections 3 and 1343. Mr. Rogers was a senior officer of a
company which had borrowed funds from an individual who had, unbeknownst to Mr.
Rogers, obtained the funds by means of fraud from a Bank. Mr. Rogers
subsequently learned of the fraud, and was found liable for not reporting same
immediately to law enforcement agencies. Mr. Rogers was sentenced to one year
imprisonment. Mr. Rogers subsequently prevailed in a civil suit against the
Bank.

ROBERT A. MICHEL currently serves as Director, Executive Vice-President,
and Secretary of the Company, and Director, Executive Vice President, General
Manager, Secretary and Treasurer of Orix. Mr. Michel joined On Ramp Internet
Computer Services, Inc. as General Manager in May 1995. He continued his
service as General Manager with Orix Systems, Inc. when it was formed in January
1996 inheriting the operations of On Ramp Internet Computer Services, Inc. Mr.
Michel has over 20 years experience in various engineering, manufacturing, and
electronic/mechanical maintenance fields, with strength developed in design and
implementation of Configuration Management programs and computer-based
Information Systems. In July 1995, he served as the National Chairman, Data
Management Committee, of the Association for Configuration and Data Management
(ACDM).

ECKLEY M. KEACH is currently a director of the Company and Orix. Mr. Keach
is an attorney and was admitted to the Bar in South Carolina (1984) and Nevada
(1984). Mr. Keach is a partner with Goodman, Chesnoff & Keach, Attorneys at Law
in Las Vegas, Nevada. Mr. Keach is a member of the Clark County and American
Bar Association; State Bar of Nevada; South Carolina Bar; The Association of
Trial Lawyers of America; Nevada Trial Lawyers Association; California Trial
Lawyers Association and National District Attorneys Association.

LARRY C. CORNWELL is President and Chief Executive Officer of Cornwell
Consulting Services, Inc. ("CSC") of Dover, Florida, Mr. Cornwell has over 37
years in the telecommunications industry and has handled over 20 acquisitions,
advised on numerous mergers and assisted with several reorganizations and
restructurings of failing companies. Mr. Cornwell specializes in the
identifying of potential merger targets, assisting in their valuation,
conducting due diligence and formulating post merger strategies. Mr. Cornwell
is a director of the Company.

<PAGE>

VOTE REQUIRED; BOARD RECOMMENDATION

Election of the nominees will require the affirmative vote of the
holders of a majority of the outstanding shares of the Company's Common Stock
entitled to vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE 'FOR' THE ELECTION AS
DIRECTOR OF EACH OF THE NOMINEES LISTED ABOVE.

REINCORPORATION OF THE COMPANY IN DELAWARE
(PROPOSAL 3)
(THE PROPOSAL TO REINCORPORATE THE COMPANY IN THE
STATE OF DELAWARE IS CONTINGENT UPON THE APPROVAL
BY THE SHAREHOLDERS OF THE COMPANY OF THE ACQUISITION
SUBMITTED FOR APPROVAL UNDER PROPOSAL 1)

INTRODUCTION

For the reasons set forth below, the Board of Directors believes that
the best interests of the Company and its stockholders will be served by
changing the domicile of the Company from California Corporation Law to Delaware
Corporation Law (the "Delaware Reincorporation"). The effect of the change of
domicile will be that the Company shall cease to be a company within the meaning
of the California Corporation Law and will be a corporation under the Delaware
General Corporation Law (the "Delaware Corporation Law") as if it had been
incorporated under the Delaware Corporation Law. STOCKHOLDERS ARE URGED TO READ
CAREFULLY THE FOLLOWING SECTIONS OF THE PROXY STATEMENT, INCLUDING THE RELATED
EXHIBITS, BEFORE VOTING ON PROPOSALS WHICH, IF APPROVED, WILL AUTHORIZE THE
COMPANY TO CHANGE ITS DOMICILE TO DELAWARE.

Throughout this Proxy Statement, the term "Delaware Company" refers to
the TTA Delaware, Inc. a Delaware corporation formed by the Company in
anticipation of the Delaware Reincorporation and is the proposed successor to
the Company. Delaware Company has been inactive since inception. Upon
completion of the merger the Company will operate under the name "Orix Global
Communications Corporation."

The reincorporation of the Company to Delaware under the Delaware
Corporation Law requires approval by a resolution of stockholders passed in
general meeting by a majority vote of those voting at the meeting in person or
by proxy ("Resolution"). Upon receipt of such consent and approval, the Company
intends to change its state of incorporation from California to Delaware by the
merger (the "Merger") of the Company with and into Delaware Company. The merger
of the Company gives rise to dissent rights pursuant to the California
Corporation Law. See "Right of Dissenting Shareholders" herein for details.

The Merger will be effected in accordance with the terms of the
Agreement and Plan of Merger, a form of which is attached hereto as Exhibit B
(the "Merger Agreement"). Upon completion of the Merger, (i) the Company will
cease to exist, (ii) the stockholders of the Company's Common Stock
automatically will become the stockholders of Delaware Company, (iii) the
stockholders' rights, as stockholders of Delaware Company and no longer as
stockholders of the Company, will be governed by Delaware law, Delaware
Company's Restated Certificate of Incorporation and Delaware Company's Bylaws
rather than by California law, the Company's current Articles and Bylaws of the
Company, (iv) all options and rights to purchase shares of the Company's Common
Stock automatically will be converted into options or rights to acquire an equal
number of equivalent shares of Delaware Company's Common Stock, (v) no change
will occur in the name, physical location, business, management, assets,
liabilities or net worth of the Company and (vi) the incumbent directors and
officers of the Company will serve in their respective capacities as directors
and officers of Delaware Company.

After the effective time (the "Effective Time") of the Merger, the
Company will become a company governed

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<PAGE>

by the Delaware Corporation Law. Differences between the California Corporation
Law and the Delaware Corporation Law and between the Company's existing Bylaws
and Articles (the "California Constating Documents") and the Restated
Certificate of Incorporation and Bylaws of Delaware Company ("the "Delaware
Constating Documents"), will result in various changes to the capital structure
of the Company and in the rights of current stockholders of the Company. By
approving the Merger and Delaware Reincorporation, stockholders of the Company
will be authorizing the replacement of the California Constating Documents with
the Delaware Constating Documents, including those provisions of Delaware
Company's Restated Certificate of Incorporation and Bylaws relating to the
limitation of director liability and expanded scope of indemnification of
directors, officers and key employees under Delaware law, and including those
provisions having "anti-takeover" implications, which may be of significance to
the Company and its stockholders in the future.

Pursuant to the Merger Agreement, each outstanding share of the
Company's Common Stock, automatically will be converted into one share of
Delaware Company Common Stock, upon the Effective Time. Each stock certificate
representing issued and outstanding shares of the Company's Common Stock will be
replaced with new stock certificates representing the same number of shares of
Common Stock of Delaware Company. Following the Merger the Company will cause
Letters of Transmittal to be delivered to stockholders requesting that stock
certificates in the Company be delivered to the Company's transfer agent for
replacement by stock certificates of Delaware Company. The Common Stock of the
Company is trading on the National Association of Securities Dealers Automated
Quotation System Bulletin Board ("NASDAQ"). After the Merger, Delaware
Company's Common Stock will be traded on the NASDAQ without any interruption
having occurred to the trading of the Company's Common Stock because of the
Merger.

As part of the Delaware Reincorporation, Orix Delaware will assume all
of the obligations of the Company under the Company's outstanding stock options
or warrants. If the Company's stockholders approve the Delaware
Reincorporation, outstanding stock options or warrants to purchase the Company's
Common Stock will be exercisable for equivalent shares of Delaware Company
Common Stock, and all parties holding such options or warrants will be entitled
to purchase shares of Delaware Company's Common Stock. As part of the Delaware
Reincorporation, Orix Delaware also will assume all other employee benefit plans
and arrangements of the Company. The stockholders' approval of the Delaware
Reincorporation will constitute their approval of the assumption by Delaware
Company of the options and warrants and all other employee benefit plans and
arrangements of the Company.

The discussion set forth below is qualified in its entirety, by
reference to the Agreement and Plan of Merger, the Articles of Incorporation of
TTA Delaware, Inc. (the "Certificate of Incorporation") and the Bylaws of TTA
Delaware, Inc., draft copies of which are attached hereto as Exhibits B, C and
D, respectively.

GENERAL

The Board of Directors has unanimously approved a proposal to change the
Company's state of incorporation from California to Delaware subject to the
approval by the Shareholders of the Acquisition. The Board of Directors
believed the change in domicile to be in the best interests of the Company and
its shareholders for several reasons. The Company believes that the more
favorable corporate environment afforded by Delaware will enable it to compete
more effectively with other public companies, many of which are incorporated in
Delaware, to attract and to retain new directors, as well as encourage directors
to continue to make independent decisions in good faith on behalf of the
Company. Reincorporation in Delaware will allow the Company increased
flexibility and predictability afforded by Delaware law. Reincorporation in
Delaware will afford the Company more flexibility to execute part of its
business plan calling for expansion through acquisitions, as contemplated by the
Acquisition of Orix Global Communications, Inc. submitted for approval under
Proposal 1.

Concurrent with the reincorporation, the Company proposes to adopt or
maintain certain measures to make hostile takeovers of the Company more
difficult. The Board believes that adoption or maintenance of these measures
will enable the Board to consider fully any proposed takeover attempt to
negotiate terms that maximize the benefit to the Company and its shareholders.

In recent years, a number of major public companies have obtained the
approval of their shareholders to

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<PAGE>

reincorporate in Delaware. For the reasons explained below, the Company
believes it is beneficial and important that the Company likewise avail itself
of Delaware law.

For many years Delaware has followed a policy of encouraging
incorporation in that State. In furtherance of that policy, Delaware has
adopted comprehensive corporate law that are revised regularly to meet changing
business circumstances. The Delaware legislature is particularly sensitive to
issues regarding corporate law and is especially responsive to developments in
modern corporate law. The Delaware courts have developed expertise in dealing
with corporate issues as well as a substantial body of case law construing
Delaware's corporate law. As a result of these factors, it is anticipated that
Delaware law will provide greater predictability in the Company's legal affairs
than is presently available under California law.

In 1986, Delaware amended its corporate law to allow corporations to
limit the personal monetary liability of its directors for their conduct as
directors under certain circumstances. The directors have elected to adopt such
a provision in the Delaware certificate and bylaws. It should be noted that
Delaware law does not permit a Delaware corporation to limit or eliminate the
liability of its directors for international misconduct, bad faith conduct or
any transaction from which the director derives an improper personal benefit or
for violations of federal laws. The Board of Directors believes that Delaware
incorporation will enhance the Company's ability to recruit and retain directors
in the future, however, the shareholders should be aware that such a provision
inures to the benefit of the directors, and the interest of the Board of
Directors in recommending the reincorporation may therefore been conflict with
the interest of the shareholders. See "Indemnification and Limitation of
Liability" for a more complete discussion of these issues.

In 1987, California amended its corporate law in a manner similar to
Delaware to permit a California corporation to limit the personal monetary
liability of its directors for their conduct as directors under certain
circumstances. Nonetheless, the Board of Directors believes that the protection
from liability for directors is somewhat greater under the Delaware law than
under the California law and therefore the Company's objectives in adopting this
type of provision can be better achieved by reincorporation in Delaware.

The interests of the Board of Directors of the Company, management, and
affiliated shareholders in voting on the reincorporation proposal may not be the
same as those of unaffiliated shareholders. Delaware law does not afford
minority shareholders some of the rights and protections available under
California law. Reincorporation of the Company in Delaware may make it more
difficult for minority shareholders to elect directors and influence Company
policies. A discussion of the principal differences between California and
Delaware law as they affect shareholders begins on page 22 of this Proxy
Statement.

In addition, portions of the reincorporation proposal may have the
effect of deterring hostile takeover attempts. A hostile takeover attempt may
have a positive or a negative effect on the Company and its shareholders,
depending on the circumstances surrounding a particular takeover attempt.
Takeover attempts that have not been negotiated or approved by the board of
directors of a corporation can seriously disrupt the business of a corporation
and generally present to the shareholders the risk of terms that may be less
than favorable to all of the shareholders than would be available in a board
approved transaction. Board approved transactions may be carefully planned and
undertaken at an opportune time in order to obtain maximum value for the
corporation and all of its shareholders with due consideration to matters such
as the recognition or postponement of gain or loss for tax purposes, the
management and business of the acquiring corporation, and maximum strategic
deployment of corporate assets.

The Board of Directors recognizes that hostile takeover attempts do not
always have unfavorable consequences or effects described above and may
frequently be beneficial to the shareholders, providing all of the shareholders
with considerable value for their shares. However, the Board of Directors
believes that the potential disadvantages of unapproved takeover attempts are
sufficiently great to warrant introducing steps to reduce the likelihood of such
takeover attempts are in the best interests of the Company and its shareholders.
Accordingly, the reincorporation plan includes certain proposals that may have
the effect of discouraging or deterring hostile takeover attempts. See
"Anti-Takeover Measures" for a more complete discussion of these issues.

The proposed reincorporation would be accomplished by merging the
Company into a newly-formed Delaware

22
<PAGE>

corporation which, just before the merger, will be a wholly-owned subsidiary of
the Company (the "Delaware Company"), pursuant to an Agreement and Plan of
Merger (the "Merger Agreement"), a copy of which is attached to this Proxy
Statement. Upon the effective date of the merger, the Delaware Company's name
will be Orix Global Communications Corporation. The reincorporation will not
result in any change in the Company's business, assets or liabilities, and will
not result in any relocation of management or other employees.

The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or represented by proxy and voting at
the Special Meeting (and the affirmative vote of the holders of a majority of
the shares necessary for a quorum at the Special Meeting) is required for
approval of the reincorporation. A vote FOR the reincorporation proposal will
constitute approval of the merger, the Delaware Company Certificate, the
Delaware Company Bylaws, assumption of the indemnification agreements, the
adoption and assumption by the Delaware Company of each of the Company's stock
option, stock purchase, and employee benefit plans and all other aspects of this
Proposal. For purposes of the vote, abstentions and broker non-votes will not
be counted for any purpose in determining whether this matter has been approved.
If approved by the shareholders, it is anticipated that the reincorporation
would be completed as soon thereafter as practicable. The proposal to
reincorporate the Company in the State of Delaware is contingent upon the
approval by the Shareholders of the Company of the Acquisition submitted for
approval under Proposal 1. The reincorporation may be abandoned or the Merger
Agreement may be amended (with certain exceptions), either before or after
shareholder approval has been obtained, if the opinion of the Broad of
Directors, circumstances arise that make such action advisable; provided, that
any amendment that would affect material changes from charter provisions
discussed in this Proxy Statement would require further approval by the holders
of a majority of the outstanding shares of Common Stock.

PRINCIPAL REASONS FOR THE DELAWARE REINCORPORATION

ADVANTAGES OF DELAWARE CORPORATION LAW For many years, Delaware has
followed a policy of encouraging incorporation under its jurisdiction. In
furtherance of that policy, Delaware has long been the leading state in
adopting, construing and implementing comprehensive and flexible corporate laws
responsive to the legal and business needs of corporations. As a result,
Delaware's General Corporation Law has become widely regarded as the most
extensive and well-defined body of corporate law in the United States. Because
of Delaware's prominence as the state of incorporation for many major
corporations, both the legislature and courts in Delaware have demonstrated an
ability and a willingness to act quickly and effectively to meet changing
business needs. Moreover, the Delaware courts have rendered a substantial
number of decisions interpreting and explaining Delaware law. The Delaware
Reincorporation accordingly will be beneficial to the Company in that it will
give the Company (i) a greater degree of predictability and certainty regarding
how the Company's affairs should be conducted in order to comply with applicable
laws (such predictability and certainty resulting from a large body of case law
decided under those laws) and (ii) the comfort and security resulting from the
Company's awareness of the responsiveness of Delaware's legislature and courts
to the needs of corporations organized under Delaware's jurisdiction. For these
reasons, many American corporations have initially chosen Delaware as their home
state for their state of incorporation or have subsequently changed their
corporate domicile to Delaware in a manner similar to the Delaware
Reincorporation.

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<PAGE>

ANTITAKEOVER IMPLICATIONS. Delaware, like many other states, permits a
corporation to adopt a number of measures (through amendment of the corporate
charter or bylaws or otherwise) designed to reduce a corporation's vulnerability
to unsolicited takeover attempts. The Delaware Reincorporation is not being
proposed in order to prevent any known attempt to acquire control of the
Company, obtain representation on the Board of Directors or take any significant
action affecting the Company. Such anti-takeover measures, which would enhance
the ability of the Board of Directors to negotiate with an unsolicited bidder,
include, but are not limited to, the adoption of severance agreements for the
Company's management and key employees that become effective upon the occurrence
of a change in control of the Company and the designation and issuance of
preferred stock, the rights and preferences of which are determined by the Board
of Directors (subject to the receipt of appropriate regulatory approval).
Substantial judicial precedent also exists in the Delaware courts as to the
legal principles applicable to such defensive measures and as to the conduct of
the Board of Directors under the business judgment rule with respect to
unsolicited takeover attempts, and, in the context of a future unsolicited
takeover event, such precedent will give the Board of Directors greater
assurance and confidence that the defensive strategies and conduct of the Board
of Directors are in full compliance with applicable laws and will be effective
under the circumstances.

The Board of Directors believes that unsolicited takeover attempts may
be unfair or disadvantageous to the Company and its stockholders because:

a. a non-negotiated takeover bid may be timed to take advantage of
temporarily depressed stock prices;

b. a non-negotiated takeover bid may be designed to foreclose or
minimize the possibility of more favorable competing bids; and

c. a non-negotiated takeover bid may involve the acquisition of only
a controlling interest in the Company's stock, without affording
all stockholders the opportunity to receive the same economic
benefits.

Certain effects of the Delaware Reincorporation may be considered to
have antitakeover implications. Section 203 of the Delaware General Corporation
Law, from which Delaware Company does NOT intend to opt out, restricts certain
"business combinations" with "interested stockholders" for three years following
the date on which a person becomes an interested stockholder, unless the Board
of Directors approves the business combination. The California Corporation Law
does not contain comparable provisions with respect to business combinations.
See "Comparison of Stockholder Rights - Anti-Takeover Provisions and Interested
Stockholders."

By contrast, in a transaction in which an acquiror must negotiate with
an independent board of directors, such board of directors can and should take
account the underlying and long term values of the Company's assets, the
possibilities for alternative transactions on more favorable terms, the possible
advantages of a tax-free reorganization, the anticipated favorable developments
in the Company's business not yet reflected in the stock price and the equality
of treatment of all the Company's stockholders.

DIRECTORS' LIABILITY AND INDEMNIFICATION. Over the past decade, the
frequency and magnitude of claims and litigation against directors and officers
of corporations have increased. Over the same period, the cost of directors'
and officers' insurance policies has increased substantially, with the amount of
risk covered by such policies having significantly decreased. As a result, and
because potential personal liability associated with service as a director or
officer of a corporation can be significant, it has become increasingly
difficult for corporations to find and retain talented and experienced directors
and officers. The Delaware Reincorporation will enable the Company to reduce
the potential personal liability of members of the Board of Directors associated
with their service as directors and to expand the scope of the Company's
indemnification of its directors and officers, which should enable the Company
to continue finding and retaining talented and experienced directors and
officers.

POSSIBLE DISADVANTAGES

Despite the unanimous belief of the Board of Directors that the Delaware
Reincorporation is in the best interests of the Company and its stockholders, it
should be noted that Delaware law has been criticized by some commentators

24
<PAGE>

on the grounds that it does not afford minority stockholders the same
substantive rights and protections as are available in a number of other states.
For a comparison of stockholders' rights and the powers of management under
Delaware and California law, see "Comparison of Stockholder Rights."

Despite the unanimous belief of the Board of Directors as to the
benefits to stockholders of the Delaware Reincorporation, the Delaware
Reincorporation may be disadvantageous to the extent that it has the effect of
discouraging a future takeover attempt that is not approved by the Board of
Directors but may be deemed by a majority of the stockholders to be in their
best interests (because, for example, the possible takeover could cause
stockholders to receive a substantial premium for their shares over their then
current market value or over the stockholders' cost basis in such shares). As a
result of such effects of the Delaware Reincorporation, stockholders who might
wish to participate in a tender offer may not have an opportunity to do so. In
addition, to the extent that the Delaware Reincorporation will enable the Board
of Directors to resist a takeover or a change in control of the Company, the
Delaware Reincorporation could make it more difficult to change the existing
Board of Directors and management.

CHANGES IN CAPITAL STRUCTURE CAUSED BY THE REINCORPORATION

Currently, the Company's capital stock consists of 100,000,000
authorized shares of Common Stock, without par value, of which 38,301,225 shares
are issued and outstanding and 10,000,000 authorized shares of Preferred Stock,
without par value, none of which are issued and outstanding as of March 2, 1998.
The Delaware Company's capital stock consisted of 100,000,000 authorized shares
of Common Stock with a par value of $0.01 per share, and 10,000,000 authorized
shares of Preferred Stock with a par value of $0.01 per share.

The Board believes that capital structure of the Delaware Company more
appropriately reflects the present and future needs of the Company and
recommends that the Company's shareholders approve this proposal. The Company's
undesignated Preferred Stock may be issued from time to time in one or more
series with such rights, preferences and privileges, including dividend rates,
conversion and redemption prices, and voting rights, as may be determined by the
Board. On December 31, 1997, 38,301,225 shares of Common Stock were outstanding
and approximately 42,166,225 shares of Common Stock would be outstanding on a
fully diluted basis, assuming the exercise of all outstanding options, warrants
and rights calling for the issuance of shares of the Common Stock. The exercise
price of all such options and warrants range from $1.00 to $4.00 per share.

SIGNIFICANT CHANGES CAUSED BY REINCORPORATION

In general, the Company's corporate affairs are governed at present by
the corporate law of California, the Company's state of incorporation, and by
the Company's Amended Articles of Incorporation (the "California Articles") and
the Company's Bylaws (the "California Bylaws"), which have been adopted pursuant
to California law. The California Articles and the California Bylaws are
available for inspection during business hours at the principal executive
offices of the Company.

If the reincorporation proposal is adopted, the Company will merge with
and into, and its business will be continued by, the Delaware Company.
Following the merger, issues of corporate governance and control would be
controlled by Delaware, rather than California law (however, see "Application of
California Law After Reincorporation"). The California Articles and California
Bylaws, will, in effect, be replaced by the Certificate of Incorporation of the
Delaware Company (the "Delaware Certificate") and the Bylaws of the Delaware
Company (the "Delaware Bylaws"), the text of which are set out in Exhibits C and
D to this Proxy Statement. Accordingly, the differences among these documents
and between Delaware and California law are relevant to your decision whether to
approve the reincorporation proposal.

A number of significant differences between California and Delaware law
and among the various charter documents are summarized in the chart below.
Shareholders are requested to read the following chart in conjunction with the
discussion following the chart and the Merger Agreement, the Delaware
Certificate, and the Delaware Bylaws attached to this Proxy Statement. The
following discussion is an attempt to summarize the more important differences
in the corporation laws of Delaware and California and does not purport to be an
exhaustive discussion of all of the differences. Such differences can be
determined in full by reference to the California Corporations Code and to the
Delaware General Corporation Law. In addition, both California and Delaware law
provide that some of the statutory provisions as they affect various rights of
shares may be modified by provisions in the charter or bylaws of the

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<PAGE>
corporation. For each item summarized in the chart, there is a reference to a
page in this Proxy Statement on which a more detailed discussion appears.

ISSUE DELAWARE CALIFORNIA
- ----- -------- ----------

Limitation of Liability Delaware law permits California law contains
of Directors and the limitation of additional exceptions
Officers (See Page liability of directors to the liability
24) and officers to the limitations of
Company except in directors and officers.
connection with (i)
breaches of the duty of
loyalty; (ii) acts or
omissions not in good
faith or involving
intentional misconduct
or knowing violations
of law; (iii) the
payment of unlawful
dividends or unlawful
stock repurchases or
redemptions; or (iv)
transactions in which a
director received an
improper personal
benefit.

Indemnification of Delaware law permits California law permits
Directors and somewhat broader indemnification under
Officers (See Page 25) indemnification and certain circumstances,
could result in subject to certain
indemnification of limitations.
directors and officers
in circumstances where
California law would
not permit
indemnification.

Cumulative Voting For Cumulative voting is
Directors (See Page 27) not available under
Delaware law unless
provided in the
Certificate of
Incorporation. The
Delaware Certificate
does not provide for
cumulative voting. The
Delaware Articles do
not provide for
cumulative voting.
Cumulative voting is
mandatory upon notice
given by a shareholder
at a shareholders
meeting at

which directors are to The California Articles
be elected. California do not provide for
law permits NASDAQ cumulative voting.
National Market System
(NASDAQ) corporations
with over 800 equity
security holders to
eliminate cumulative
voting.

Number of Directors Determined solely by Determined by the Board
(See Page 27) resolution of the Board of Directors within a
of Directors. range set in the
California Bylaws.
Changes in the
authorized range must
be approved by the
shareholders.

26
<PAGE>

ISSUE DELAWARE CALIFORNIA
- ----- -------- ----------

Removal of Directors by Removal with or without Removal with or without
Shareholders (See Page cause by affirmative cause by affirmative
27) vote of a majority of vote of a majority of
the outstanding shares. the outstanding shares,
provided that shares
voting against removed
could not elect such
director under
cumulative voting.

Filling Board Vacancies Delaware law provides California law permits
(See Page 28) for the Delaware Court (a) any holder of 5% or
of Chancery to order an more of the
election to fill corporation's voting
vacancies or newly stock (Voting Stock) or
created directorships (b) the superior court
upon the application of of the appropriate
the holders of 10% of county to call a
the outstanding shares special meeting of
having a right to vote shareholders to elect
for such directors if, the entire board if,
at the time of filling after filling any
such vacancies or vacancy, the directors
directorships, the then in office who have
directors then in been elected by the
office constitute less shareholders constitute
than a majority of the less than a majority of
entire board as the directors then in
constituted immediately office.
prior to any increase.

Who May Call Special The Board of Directors, The Board of Directors,
Shareholder Meeting Chairman of the Board, the Chairman of the
(See Page 28) or the Chief Executive Board, the President,
Officer or any other or holders of 10% of
person authorized to do the shares entitled to
so under the Delaware vote at the special
Certificate of meeting.
Incorporation or
Bylaws.

Tender Offer Statute Restrict hostile two- No comparable statute.
(See page 29) step The California Articles
takeovers include a fair price
provision similar in
effect to the Delaware
statute.

Loans to Officers and Board of Directors may Loan must be approved
Directors authorize if expected or ratified by a
(See page 30) to benefit the Company. majority of the
outstanding shares.

Class Vote for Generally not required A reorganization
Reorganizations unless a reorganization transaction must
(See page 30) adversely affects a generally be approved
specific class of by a majority vote of
shares. each class of shares
outstanding.

Right of Shareholders Permitted for any Permitted for any
to Inspect Shareholder purpose reasonably purpose reasonably
List (See page 30) related to such related to such
shareholder's interest shareholder's interest
as a shareholder. as a shareholder.
Also, an absolute right
to 5% shareholders and
certain 1%
shareholders.

27
<PAGE>

ISSUE DELAWARE CALIFORNIA
- ----- -------- ----------

Appraisal Rights (See Generally available if Available in certain
Page 31) shareholders receive circumstances if the
cash in exchange for holders of 5% of the
the shares and in class assert such
certain other rights.
circumstances.

Dividends (See Page 31) Paid from surplus Generally limited to
(including paid-in and the greater of (i)
earned surplus or net retained earnings or
profits) (ii) an amount which
would leave the Company
with assets of 125% of
liabilities and current
assets of 100% or
current liabilities

Other Responsive legislature
and larger body of
corporate case law in
Delaware provides more
predictable corporate
legal environment in
Delaware.

INDEMNIFICATION AND LIMITATION OF LIABILITY

LIMITATIONS ON DIRECTOR LIABILITY. Both California and Delaware permit
a corporation to limit the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of certain duties as a
director. The California and Delaware laws adopt a self-governance approach by
enabling a corporation to take advantage of these provisions only if an
amendment to the charter limiting such liability is approved by a majority of
the outstanding shares or such language is included in the original charter.

The California Articles eliminate the liability of the directors to the
corporation to the fullest extent permissible under California law. California
law does not permit the elimination of monetary liability where such liability
is based on: (a) intentional misconduct or knowing and culpable violation of
law; (b) acts or omissions that a director believes to be contrary to the best
interests of the corporation or its shareholders, or that involve the absence of
good faith on the part of the director; (c) receipt of an improper personal
benefit; (d) acts or omissions that show reckless disregard for the director's
duty to the corporation or its shareholders, where the director in the ordinary
course of performing a director's duties should be aware of a risk of serious
injury to the corporation or its shareholders; (e) acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the corporation and its shareholders; (f) interested
transactions between the corporation and a director in which a director has a
material financial interest; and (g) liability for improper distributions,
loans, or guarantees.

The Delaware Certificate also eliminates the liability of directors to
the fullest extent permissible under Delaware law, as such law exists currently
or as it may be amended in the future. Under Delaware law, such provision may
not eliminate or limit director monetary liability for; (a) breaches of the
director's duty of loyalty to the corporation or its shareholders; (b) acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law; (c) the payment of unlawful dividends or unlawful stock
repurchases or redemptions; or (d) transactions in which the director received
an improper personal benefit. Such limitation of liability provision also may
not limit director's liability for violation of, or otherwise relieve the
Delaware Company or its directors from the necessity of complying with, federal
or state securities laws or affect the availability of non-monetary remedies
such as injunctive relief or rescission.

Shareholders should recognize that a proposed reincorporation and
associated measures are designed to shield a director from suits by the Delaware
Company or its shareholders for monetary damages for negligence or gross
negligence by the director in failing to satisfy the director's duty of care.
As a result, an action for monetary damages against a director predicated on a
breach of the duty of care would be available only if the Delaware Company or
its

28
<PAGE>

shareholders were able to establish that the director was disloyal in his
conduct, failed to act in good faith, engaged in intentional misconduct,
knowingly violated the law, derived an improper personal benefit, or approved an
illegal dividend or stock repurchase. Consequently, the effect of such measures
may be to limit or eliminate an effective remedy that might otherwise be
available to a shareholder who is dissatisfied with the Board of Directors,
decisions. Although a aggrieved shareholder could sue to enjoin or rescind an
action taken or proposed by the Board of Directors, such remedies may not be
timely or adequate to prevent or redress injury in all cases.

The Company believes that directors are motivated to exercise due care
in managing the Company's affairs primarily by concern for the best interests of
the Company and its shareholders rather than by the fear of potential monetary
damage awards. As a result, the Company believes that the reincorporation
proposal should sustain the Board of Directors' continued high standard of
corporate governance without any decrease in accountability by directors to the
Company and its shareholders.

INDEMNIFICATION OF OFFICERS AND DIRECTORS. The California Bylaws and
Delaware Bylaws relating to indemnification similarly require that the Company
and the Delaware Company, respectively, indemnify its directors and its
executive officers to the fullest extent permitted by the respective state law,
provided, that the Company may modify the extent of such indemnification by
individual contracts with its directors and executive officers, and, provided,
further, that the Company will not be required to indemnify any director or
executive officer in connection with a proceeding initiated by such person, with
certain exceptions. Such Bylaws permit the Company and the Delaware Company to
provide indemnification to their other officers, employees, and agents as set
forth in the respective state law. Such indemnification is intended to provide
the full flexibility available under such laws. The Delaware Bylaws contain
provisions similar to the California Bylaws with respect to advances in that the
Delaware Company is required to advance expenses related to any proceeding
contingent on such persons' commitment to repay any advances unless it is
determined ultimately that such persons are entitled to be indemnified.

California and Delaware have similar laws respecting indemnification by
a corporation of its officers, directors, employees, and other agents. There
are nonetheless certain differences between the laws of the two states.

California law permits indemnification of expenses incurred in
derivative or third-party actions, except that with respect to derivative
actions; (a) no indemnification may be made without court approval when a person
is adjudged liable to the corporation in the performance of that person's duty
to the corporation and its shareholders, unless a court determines such person
is entitled to indemnity for expenses, and then such indemnification may be made
only to the extent that such court shall determine; and (b) no indemnification
may be made under California law, without court approval, in respect of amounts
paid or expenses incurred in setting or otherwise disposing of a threatened or
pending action or amounts incurred in defending a pending action that is settled
or otherwise disposed of without court approval. Delaware allows
indemnification of such expenses without court approval.

Indemnification is permitted by both California and Delaware law
providing that requisite standard of conduct is met, as determined by a majority
vote of a disinterested quorum of the directors, independent legal counsel (if a
quorum of independent directors is not obtainable), a majority vote of a quorum
of the shareholders (excluding shares owned by the indemnified party), or the
court handling the action.

California law requires indemnification when an individual has
successfully defended the action on the merits (as opposed to Delaware law that
requires indemnification relating to a successful defense on the merits or
otherwise).

Delaware generally permits indemnification of expenses incurred in the
defense or settlement of a derivative or third-party action, provided there is a
determination by a disinterested quorum of the directors, by independent legal
counsel, or by a majority vote of a quorum of the shareholders that the person
seeking indemnification acted in good faith and in a manner believed to be or
(in contrast to California law as described above) not opposed to the best
interests of the corporation. Without court approval, however, no
indemnification may be made in respect of any derivative action in which such
person is adjudged liable for negligence or misconduct in the performance of his
or her duty to the corporation. Delaware law requires indemnification of
expenses when the individual being indemnified has successfully defended the
action on the merits or otherwise.

29
<PAGE>

California corporations may include in their articles of incorporation a
provision that extends the scope of indemnification through agreements, bylaws,
or other corporate action beyond that specifically authorized be statute. The
California Articles did not include such a provision.

A provision of Delaware law states that the indemnification provided by
statute shall not be deemed exclusive of any other rights under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. Under
Delaware law, rights to indemnification and expenses are non-exclusive, in that
they need not be limited to those expressly provided by statute. California law
is similar in that it permits non-exclusive indemnification if authorized in the
Company's charter. The California Articles did not contain such an enabling
provision. Under Delaware law and the Delaware Certificate, the Delaware
Company is permitted to indemnify its directors, officers, employees, and other
agents, within the limits established by law and public policy, pursuant to an
express contract, bylaw provision, shareholder vote or otherwise, any or all of
which could provide indemnification rights broader than those currently
available under the California Bylaws or the California indemnification
statutes. If the reincorporation is approved, the Company may enter into new
indemnification agreements with its officers and directors to replace those
indemnification agreements entered into under the California Articles and
California law.

The indemnification and limitation provisions of California law, and not
Delaware law, will apply to actions of the directors and officers of the Company
made prior to the proposed reincorporation.

Nevertheless, the Board of Directors has recognized in considering this
reincorporation proposal that the individuals have a personal interest in
obtaining the application of Delaware law to such indemnity and limitation of
liability issues affecting them and the Company in the event they arise from a
potential future case, and that the application of Delaware law, to the extent
that any director or officer is actually indemnified in circumstances where
indemnification would not be available under California law, would result in
expense to the Company that the Company would not incur if the Company were not
reincorporated. The Board of Directors believes, however, that the overall
effect of reincorporation is to provide a corporate legal environment that
enhances the Company's ability to attract and retain high quality directors and
thus benefits the interest of the Company and its shareholders.

There is no pending or, to the Company's knowledge, threatened
litigation to which any of its directors is a party in which the rights of the
Company or its shareholders would be affected if the Company currently were
subject to the provisions of Delaware law rather than California law.

California and Delaware corporate law, the California Bylaws and the
Delaware Bylaws, as well as any indemnity agreements, may permit indemnification
for liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act") or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Board of Directors has been advised that, in the opinion
of the Securities and Exchange Commission (the "SEC"), indemnification for
liabilities arising under the Securities Act is contrary to public policy and is
therefore unenforceable, absent a decision to the contrary by a court of
appropriate jurisdiction.

CUMULATIVE VOTING FOR DIRECTORS

Cumulative voting permits the holder of each share of stock entitled to
vote in the election of directors to cast that number of votes which equal the
number of directors to be elected. The holder may allocate all votes
represented by a share to a single candidate or may allocate those votes among
as many candidates as he chooses. Thus, a shareholder with a significant
minority percentage of the outstanding shares may be able to elect one or more
directors if voting is cumulative. In contrast, under non-cumulative voting,
the holder or holders of a majority of the shares entitled to vote in an
election of directors will be able to elect all directors of the Company.

Under California law, cumulative voting in the election of directors is
mandatory upon notice given by a shareholder at a shareholder's meeting at which
directors are to be elected. In order to cumulate votes a shareholder must give
notice at the meeting, prior to the voting, of the shareholder's intention to
vote cumulatively. If any one shareholder gives such a notice, all shareholders
may cumulate their votes. However, California law permits a company, by
amending its articles of incorporation or bylaws, to eliminate cumulative voting
when the Company's shares are listed

30
<PAGE>

on a national stock exchange or traded on the NASDAQ and are held by at least
800 equity security holders. The California Articles do not include such a
provision. Cumulative voting is not available under Delaware law unless so
provided in the corporation's certificate of incorporation. The Delaware
Certificate does not provide for cumulative voting.

The elimination of cumulative voting could deter investors from
acquiring a minority block in the Company with a view toward obtaining a board
seat and influencing Company policy. It is also conceivable that the absence of
cumulative voting might deter efforts to seek control of the Company on a basis
that some shareholders might deem favorable.

OTHER MATTERS RELATING TO DIRECTORS

NUMBER OF DIRECTORS. California law allows the number of persons
constituting the board of directors of a corporation to be fixed by the bylaws
or the articles of incorporation, or permits the bylaws to provide that the
number of directors may vary within a specified range, the exact number to be
determined by the board of directors. California law further provides that, in
the case of a variable board, the maximum number of directors may not exceed two
times the minimum number minus one. The California Bylaws provide for a Board
of Directors that may vary between five and nine members, inclusive, and the
Board of Directors has fixed the exact number of directors at seven. California
law also requires that any change in the range of a variable Board of Directors
specified in the articles and bylaws must be approved by a majority in interest
of the outstanding shares entitled to vote (or such greater proportion of the
outstanding shares as may be required by the articles of incorporation),
provided that a change reducing the minimum number of directors to less than
three cannot be adopted if votes cast against its adoption are equal to more
than 16 2/3% of the outstanding shares entitled to vote. The California Bylaws
require the aforementioned voting provisions for such changes.

Delaware law permits a board of directors to change the authorized
number of directors by amendment to the bylaws unless the number of directors is
fixed in the certificate of incorporation or the manner of fixing the number of
directors is set forth in the certificate of incorporation, in which case the
number of directors may be changed only by amendment of the certificate of
incorporation or consistent with the manner specified in the certificate of
incorporation, as the case may be. The Delaware Certificate provides that the
exact number of directors shall be fixed from time to time exclusively by the
Board of Directors by resolution.

REMOVAL OF DIRECTORS. Under California law, a director may be removed
with or without cause by the affirmative vote of a majority of the outstanding
shares, provided that the shares voted against removal would not be sufficient
to elect the director by cumulative voting. Under Delaware law, unless the
board is classified or cumulative voting is permitted, a director can be removed
from office during his term by shareholders with or without cause by the holders
of a majority of the shares then entitled to vote at an election of directors.
The Delaware Certificate provides that the Company's directors may be removed
from office at any time but only for cause by the affirmative vote of the
holders of a majority of the voting power of the then-outstanding shares of
voting Stock. The term "cause" with respect to the removal of directors is not
defined in the Delaware General Corporation Law and its meaning has not been
precisely delineated in Delaware courts.

FILLING BOARD VACANCIES. Under California law, if, after the filling of
any vacancy by the directors of a corporation, the directors then in office who
have been elected by the corporation's shareholders constitute less than a
majority of the directors then in office, then: (i) any holder of more than 5%
of the corporation's voting stock may call a special meeting of shareholders, or
(ii) the superior court of the appropriate county may order a special meeting of
the shareholders to elect the entire board of directors of the corporation.
Delaware law provides that if, at the time of filling any vacancy or newly
created directorship, the directors then in office constitute less than a
majority of the entire board of directors as constituted immediately prior to
any increase, the Delaware Court of Chancery may, upon application of any
shareholder or shareholders holding at least 10% of the total number of shares
at the time outstanding have the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships or to replace the directors chosen by the directors then in
office.

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<PAGE>

The Delaware Bylaws provide that vacancies shall, unless the Board of
Directors determines by resolution that any such vacancies be filled by the
shareholders or as otherwise provided by law, be filled only by the affirmative
vote of a majority of directors then in office, even if such directors comprise
less than a quorum of the Board of Directors.

SHAREHOLDER POWER TO CALL SPECIAL SHAREHOLDERS' MEETING

Under California law, a special meeting of shareholders may be called by
the Board of Directors, the Chairman of the Board of Directors, the President,
or the holders of shares entitled to cast not less than 10% of the votes at such
meeting and such persons as are authorized by the articles of incorporation or
bylaws. Under Delaware law, a special meeting of shareholders may be called by
the Board of Directors or by any other person authorized to do so in the
certificate of incorporation or the bylaws. The Delaware Bylaws provide that
such a meeting may be called by the Board of Directors, the Chairman of the
Board of Directors, or the Chief Executive officer. Pursuant to the Delaware
Bylaws, if the meeting is called by a person or persons other than the Board of
Directors, (i.e. by the Chairman of the Board of Directors or the Chief
Executive Officer) the Board of Directors shall determine the time and the place
of such meeting which shall be from 35 to 120 days after the receipt of the
request for the meeting.

ADVANCE NOTICE REQUIREMENT FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

There is no statutory requirement under either California or Delaware
law with regard to advance notice of director nominations and shareholder
proposals. Absent a bylaw restriction, director nominations and shareholder
proposals may be made without notice at the annual meeting. However, federal
securities laws generally provide that shareholder proposals that the proponent
wishes to include in the Company's proxy materials must be received not less
than 120 days in advance of the date stated in the proxy statement released in
connection with the previous year's annual meeting.

The Delaware Bylaws provide that, in order for director nominations or
shareholder proposals to be properly brought before the annual meeting, the
shareholder must have delivered timely notice to the Secretary of the
corporation. To be timely under the Delaware Bylaws, notice must be delivered
not less than 120 days prior to the date of the Company's proxy statement
released to stockholders in connection with the previous year's annual meeting.
If no meeting was held in the previous year or the date of the annual meeting
has been changed by more than 30 days from the date contemplated at the time of
the previous year's proxy statement, the Delaware Bylaws provide that notice
must be given not more than 90 days nor less than 60 days prior to the annual
meeting. Proper notice under federal securities laws for a proposal to be
included in the Company's proxy materials will constitute proper notice under
the Delaware Bylaws. These notice requirements help ensure that shareholders
are aware of all proposals to be voted on at the annual meeting and have the
opportunity to consider each proposal in advance of the annual meeting.

ANTI-TAKEOVER MEASURES

Delaware law has been widely viewed to permit a corporation greater
flexibility in governing its internal affairs and its relationships with
shareholders and other parties than do the laws of many other states, including
California. In particular, Delaware law permits a corporation to adopt a number
of measures designed to reduce a corporation's vulnerability to hostile takeover
attempts. Such measures are either not currently permitted or are more narrowly
drawn under California law. Among these measures are the elimination of the
right of shareholders to call special shareholders' meetings which is described
above. In addition, certain types of "poison pill" defenses (such as
shareholder rights plans) have been upheld by Delaware courts, while California
courts have yet to decide on the validity of such defenses, thus rendering their
effectiveness in California less certain.

As discussed above, numerous differences between California and Delaware
law, effective without additional action by the Delaware Company, could have a
bearing on unapproved takeover attempts. One such difference is the existence
of a Delaware statute regulating tender offers, which statute is intended to
limit coercive takeovers of companies incorporated in that state. California
has no comparable statute and the California Articles contain no provision
similar to the Delaware statute. Delaware law provides that a corporation may
not engage in any business combination with any interested shareholder for a
period of three years following the date that such shareholder became

32
<PAGE>

an interested shareholder, unless (i) prior to the date the shareholder
became an interested shareholder the Board of Directors approved the business
combination or the transaction that resulted in the shareholder becoming an
interested shareholder, or (ii) upon consummation of the transaction that
resulted in the shareholder becoming an interested shareholder, the
interested shareholder owned at least 85% of the Voting Stock, or (iii) the
business combination is approved by the Board of Directors and authorized by
66 2/3% of the outstanding Voting Stock that is not owned by the interested
shareholder. An interested shareholder means any person that is the owner of
15% or more of the outstanding Voting Stock, however, the statute provides
for certain exceptions to parties who otherwise would be designated
interested shareholders, including an exception for parties that held 15% or
more of the outstanding Voting Stock as of December 23, 1987. Any
corporation may decide to opt out of the statute in its original certificate
of incorporation or, at any time, by action of its shareholders. The Company
has no present intention of opting out of this statute.

There can be no assurances that the Board of Directors would not adopt
any further anti-takeover measures available under Delaware law (some of which
may not require shareholder approval). Moreover, the availability of such
measures under Delaware law, whether or not implemented, may have the effect of
discouraging a future takeover attempt that a majority of the Delaware Company's
shareholders may deem to be in their best interests or in which shareholders may
receive a premium for their shares over then current market prices. As a
result, shareholders who might desire to participate in such transactions may
not have the opportunity to do so. Shareholders should recognize that, if
adopted, the effect of such measures, along with the possibility of discouraging
takeover attempts, may be to limit in certain respects the rights of
shareholders of the Delaware Company compared with the rights of the
shareholders of the Company.

The Board of Directors recognizes that hostile takeover attempts do not
always have unfavorable consequences or effects described above and may
frequently be beneficial to the shareholders, providing all of the shareholders
with considerable value for their shares. However, the Board of Directors
believes that the potential disadvantages of unapproved takeover attempts (such
as disruption of the Company's business and the possibility of terms that may be
less favorable to all of the shareholders than would be available in a
board-approved transaction) are sufficiently great such that prudent steps to
reduce the likelihood of such takeover attempts and to enable the Board of
Directors to fully consider the proposed takeover attempt and actively negotiate
its terms are in the best interests of the Company and its shareholders.

In addition to the various anti-takeover measures that would be
available to the Delaware Company after the reincorporation due to the
application of Delaware law, the Delaware Company would retain the rights
currently available to the Company under California law to issue shares of its
authorized but unissued capital stock. Following the effectiveness of the
proposed reincorporation, shares of authorized and unissued Common Stock and
Preferred Stock of the Delaware Company could (within limits imposed by
applicable law) be issued in one or more transactions, or Preferred Stock could
be issued with terms, provisions, and rights that would make more difficult and,
therefore, less likely, a takeover of the Delaware Company. Any such issuance
of additional stock could have the effect of diluting the earnings per share and
book value per share of existing shares of Common Stock and Preferred Stock, and
such additional shares could be used to dilute the stock ownership of persons
seeking to obtain control of the Delaware Company.

It should be noted that the voting rights to be accorded to any unissued
series of Preferred Stock of the Delaware Company ("Delaware Preferred Stock")
remain to be fixed by the Delaware Board of Directors. Accordingly, if the
Delaware Company Board of Directors so authorizes, the holders of Delaware
Preferred Stock may be entitled to vote separately as a class in connection with
approval of certain extraordinary corporate transactions in circumstances where
Delaware law does not ordinarily require such a class vote, or might be given a
disproportionately larger number of votes. Such Delaware Preferred Stock could
also be convertible into a large number of shares of Common Stock of the
Delaware Company under certain circumstances or have other terms that might make
acquisition of a controlling interest in the Delaware Company more difficult or
more costly, including the right to elect additional directors to the Delaware
Board of Directors. Potentially, the Delaware Preferred Stock could be used to
create voting impediments or to frustrate persons seeking to effect a merger or
otherwise to gain control of the Delaware Company. Also, the Delaware Preferred
Stock could be privately placed with purchasers who might side with the
management of the Delaware Company in opposing a hostile tender offer or other
attempt to obtain control.

33
<PAGE>

If the reincorporation is approved it is not the present intention of
the Board of Directors to seek shareholder approval prior to any issuance of the
Delaware Preferred Stock or Common Stock of the Delaware Company, except as
required by law or regulation. Frequently, opportunities arise that require
prompt action, and it is the belief of the Board of Directors that the delay
necessary for shareholder approval of a specific issuance would be a detriment
to the Delaware Company and its shareholders. The Board of Directors does not
intend to issue any Preferred Stock except on terms that the Board of Directors
deem to be in the best interests of the Delaware Company and its then existing
shareholders.

LOANS TO OFFICERS, DIRECTORS, AND EMPLOYEES

California law provides that any loan or guaranty (other than loans to
permit the purchase of shares under certain stock purchase plans) for the
benefit of any officer or director, or any employee benefit plan authorizing
such loan or guaranty (except certain employee stock purchase plans), must be
approved by the shareholders of a California corporation.

Under Delaware law, a corporation may make loans to, or guarantee the
obligations of, officers or other employees when, in the judgment of the board
of directors, the loan or guaranty may reasonably be expected to benefit the
corporation. Both California law and Delaware law permit such loans or
guaranties to be unsecured and without interest. The Delaware Bylaws permit the
making of such loans or guarantees by the Delaware Company.

CLASS VOTE FOR CERTAIN REORGANIZATIONS

With certain exceptions, California law requires that mergers,
reorganizations, certain sales of assets, and similar transactions be approved
by a majority of each class of shares outstanding. Delaware law generally does
not require class voting for such transactions, except in certain situations
involving an amendment to the certificate of incorporation that adversely
affects a specific class of shares.

California law also requires that holders of a California corporation's
common stock receive non-redeemable common stock in a merger of the corporation
with the holder (or an affiliate of the holder) of more than 50% but less than
90% of its common stock, unless all of the holders of its common stock consent
to the merger or the merger has been approved by the California Commissioner of
Corporations at a "fairness" hearing. This provision of California law may have
the effect of making a cash "freezeout" merger by a majority shareholder more
difficult to accomplish. A cash freezeout merger is a transaction whereby a
minority shareholder is forced to relinquish his share ownership in a
corporation in exchange for cash, subject in certain instances to dissenters
rights. Delaware law has no comparable provision.

INSPECTION OF SHAREHOLDER LISTS

California law provides for an absolute right of inspection of the
shareholder list for shareholders holding more than 5% or more of a
corporation's Voting Stock or shareholders holding 1% or more of such shares who
have filed a Schedule 14B with the SEC. Delaware law provides no such absolute
right of shareholder inspection. However, both California and Delaware law
permit any shareholder of record to inspect the shareholder list for any purpose
reasonably related to that person's interest as a shareholder.

APPRAISAL RIGHTS

Under both California law and Delaware law, a shareholder of a
corporation participating in certain mergers and reorganizations may be entitled
to receive cash in the amount of the "fair value" (Delaware) or "fair value"
(California) of its shares, as determined by a court, in lieu of the
consideration it would otherwise receive in the transaction. The limitations on
such dissenters, appraisal rights are somewhat different in California and
Delaware.

Shareholders of a California corporation, the shares of which are listed
on a national securities exchange or on the OTC margin stock list, generally do
not have appraisal rights unless the holders of at least 5% of the class of
outstanding shares assert the appraisal right. In any reorganization in which
one corporation or the shareholders of one

34
<PAGE>

corporation own more than 5/6 of the voting power of the surviving or acquiring
corporation, shareholders are denied dissenters, rights under California law.
For this reason, appraisal rights will not be available to shareholders in
connection with the reincorporation proposal.

Under Delaware law appraisal rights are not available to shareholders
with respect to a merger or consolidation by a corporation, the shares of which
are either listed on a national securities exchange or designated as a national
market system security or an interdealer quotation system security by the
National Association of Securities Dealers, Inc., or are held of record by more
than 2,000 holders if the shareholders receive shares of the surviving
corporation of any other corporation that are similarly listed or dispersed, and
the shareholders do not receive any other property in exchange for their shares
except cash for fractional shares. Appraisal rights are also unavailable under
Delaware law to shareholders surviving a merger if no vote of those shareholders
is required to approve the merger because, among other things, the number of
shares to be issued in the merger does not exceed 20% of the shares of the
surviving corporation outstanding immediately before the merger and certain
other conditions are met.

VOTING AND APPRAISAL RIGHTS IN CERTAIN TRANSACTIONS

Delaware law does not provide shareholders with voting or appraisal
rights when a corporation acquires another business through the issuance of its
stock, whether in exchange for assets or stock or in a merger with a subsidiary.
California law treats these kinds of acquisitions in the same manner as a merger
of the corporation directly with the business to be acquired and provides
appraisal rights in circumstances described in the preceding section.

DIVIDENDS

Under California law, any dividends or other distributions to
shareholders, such as redemptions, are limited to the greater of; (i) retained
earnings, or (ii) an amount that would leave the corporation with assets
(excluding certain intangible assets) equal to at least 125% of its liabilities
(excluding certain deferred items) and current assets equal to at least 100%
(or, in certain circumstances, 125%) of its current liabilities. Delaware law
allows the payment of dividends and redemption of stock out of surplus
(including paid-in and earned surplus) or out of net profits for the current and
immediately preceding fiscal years. The Company has never paid cash dividends
and has no present plans to do so.

APPLICATION OF CALIFORNIA LAW AFTER REINCORPORATION

Under California law, certain foreign corporations (i.e., corporations
not organized under California law) are placed in a special category if they
have characteristics of ownership and operation which indicate that they have
significant contacts with California. Specifically, California law provides
that so long as the foreign company does not qualify for one of the statutory
exemptions, and if; (i) the average of certain property, payroll, and sales
factors results in a finding that more than 50% of the foreign corporation's
business is conducted in California, and in a particular fiscal year more than
50% of the foreign corporation's outstanding voting securities are held of
record by persons having addresses in California, then the foreign corporation
is subject to a number of key provisions of the California Corporations Code. A
statutory exemption from the application of California law to the foreign
corporation is provided for companies whose shares are traded as a national
market security on NASDAQ and which shares are held by at least 800 shareholders
as of the record date of its most recent annual meeting of shareholders.

On the effective date of the reincorporation, the shareholders of the
Company will automatically become shareholders of the Delaware Company and the
Delaware Company common stock will likely be traded without interruption on
NASDAQ Bulletin Board. The Company does not currently have significant contacts
with California There can be no assurance, however, that the Delaware Company
will not have significant contacts with California in the future.

If the provisions of the California Corporations Code were enforced by
California courts in a particular case, many of the Delaware laws described in
this Proxy Statement would not apply to the Delaware Company. Among the more
important provisions are those relating to standards of liability and
indemnification of directors, cumulative voting,

35
<PAGE>

number and removal of directors, filling board vacancies, shareholder meetings
and actions by unanimous consent of shareholders, loans to officers, directors
and employees, approval of certain corporation transactions, dissenters, and
appraisal rights, distributions, dividends and inspection of corporation
records. See "Significant Changes Caused by Reincorporation" and the discussion
immediately following it, above.

RATIFICATION OF MATERIAL CHANGES IN CONSTATING DOCUMENTS AFFECTING STOCKHOLDERS'
RIGHTS

The Delaware Constating Documents effectively amend the California
Constating Documents by (i) eliminating the personal liability of directors to
the fullest extent allowed under Delaware law; and (ii) providing additional
indemnification in excess of that currently provided.

The Board of Directors unanimously deems each of the foregoing changes
in the Company's Constating documents to be in the best interest of the Company
and its stockholders.

PROPOSED CHANGES IN THE LIMITED LIABILITY OF DIRECTORS AND IN THE
INDEMNIFICATION PROVIDED TO THE COMPANY'S DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS

The California Constating Documents include a provision which eliminates
officers' and directors' personal liability under certain specific circumstances
and provides for mandatory indemnification of the Company's directors, officers,
employees and agents of the Company if (i) such person acted honestly and in
good faith with a view to the best interests of the Company and (ii) in the case
of a criminal or administrative action or proceeding, such person had reasonable
grounds for believing his conduct was lawful.

The Company believes that it is important to continue to provide the
Company's directors and officers with protection from the risk of litigation and
personal liability, thereby ensuring that the Company can continue to attract
and retain experienced individuals to serve as directors and officers and that
the Company's directors and officers will continue to consider all possible
alternatives when making business decisions. The Board of Directors has
determined that it is in the best interests of the stockholders of Delaware
Company that the Certificate of Incorporation of Delaware Company include a
"Delaware Director Liability Provision" (as defined below) and that the Bylaws
of Delaware Company contain a "Delaware Indemnification Provision" (as defined
below) in order to take full advantage of the protections permitted under
Delaware law. Due to certain differences between California and Delaware law,
Delaware Company may be able to provide indemnification to its employees and
agents and limited liability to its directors under a somewhat broader range of
circumstances than currently permitted under California law. The stockholders
should note that the members of the Company's Board of Directors will be
beneficiaries of the Delaware Director Liability Provision and the Delaware
Indemnification Provision and therefore have a personal interest in their
approval.

At present, there is no pending litigation or proceeding involving a
director, officer or employee of the Company where indemnification would be
sought or allowed for in the California Constating Documents of the Company or
where a director's liability would be limited thereby.

DIRECTOR LIABILITY. The Certificate of Incorporation of Delaware
Company includes a provision eliminating the directors' personal liability for
monetary damages for a breach of the directors' duty of care to Delaware Company
or its stockholders (the "Delaware Director Liability Provision"). As a result
of the Delaware Director Liability Provision, no director of Delaware Company
will be liable for monetary damages for negligence or gross negligence occurring
after the Delaware Reincorporation. Each director will, however, remain
personally liable to Delaware Company for failure to act in good faith or to
comply with his or her duty of loyalty to Delaware Company and will continue to
be subject to equitable remedies, although such remedies in some circumstances
may not, as a practical matter, be available. In addition, under Delaware law,
each director will remain liable for engaging in a transaction from which such
director derives an improper personal benefit, for engaging in intentional
misconduct or a knowing violation of law or for the wrongful payment of a
dividend or repurchase of shares by Delaware Company where such dividend or
repurchase was willfully or negligently caused by such director. The

36
<PAGE>

Delaware Director Liability Provision also may not limit a director's liability
for violations of the federal securities laws.

The Delaware Director Liability Provision is a somewhat broader
limitation-of-liability provision in comparison to the provisions set forth in
the California Constating Documents. Delaware law also may permit the
limitation of directors' liability in a broader range of circumstances than does
California law.

INDEMNIFICATION. Delaware law provides a detailed statutory framework
covering indemnification of directors, officers, employees and agents against
liabilities and expenses arising out of legal proceedings brought against them
by reason of their status or service as directors, officers, employees or
agents. Section 145 of the General Corporation Law of Delaware ("Section 145")
provides that a director, officer, employee or agent of a corporation: (a) SHALL
be indemnified by the corporation for expenses, including attorneys' fees, in
defense of any action or proceeding if the director, officer, employee or agent
is sued by reason of his or her service to the corporation, to the extent that
such person has been successful in defense of such action or proceeding, or in
defense of any claim, issue or matter raised in such litigation; (b) MAY, in
actions other than actions by or in the right of the corporation (such as
derivative actions), be indemnified for expenses, judgments, fines, amounts paid
in settlement of such litigation and other amounts even if he or she is not
successful on the merits, 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 in a criminal proceeding, if he or she did not have reasonable
cause to believe his or her conduct was unlawful); and (c) MAY be indemnified by
the corporation for expenses (but not judgments or settlements) of any action by
the corporation or of a derivative action (such as a suit by a stockholder
alleging a breach by a director or officer of a duty owed to the corporation),
even if he or she is not successful, provided that he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, PROVIDED that no indemnification is permitted
without court approval if the person is adjudged liable to the corporation.

Delaware law also permits a corporation to elect to indemnify its
directors, officers, employees and agents under a broader range of circumstances
than that provided under Section 145. The indemnification provision in the
Bylaws of Delaware Company (the "Delaware Indemnification Provision") takes full
advantage of the Delaware indemnification laws with regard to directors and
officers and provides, among other things, that: (i) Delaware Company is
required to indemnify its directors and officers to the full extent permitted by
law, including those circumstances in which indemnification would otherwise be
discretionary; and (ii) Delaware Company may advance expenses to its directors
and officers as incurred, provided that they undertake to repay the amount
advanced unless it is ultimately determined that they are entitled to
indemnification.

Like the Bylaws of Delaware Company, the California Constating Documents
provide that the Company may indemnify its directors, officers, employees and
agents. California law, however, restricts a corporation from providing
indemnification in certain situations in which indemnification may be permitted
under Delaware law. California law, for example, prohibits indemnification of a
director for liability resulting from acts or omissions that show a reckless
disregard for the director's duty to the corporation or its shareholders in
circumstances in which the director was or should have been aware of a serious
risk of injury to the corporation or its shareholders, or for liability
resulting from acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its stockholders. Delaware law does not expressly prohibit
indemnification in such circumstances. The standard of conduct required of
persons being indemnified under California law in civil actions is also more
stringent than that applied in Delaware. Under California law, a person must
have acted in good faith and in a manner the person reasonably believed to be in
the best interests of the corporation and, in actions by or in the right of the
corporation, of its stockholders. Under Delaware law, a person must have 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.

POSSIBLE DISADVANTAGES OF INDEMNIFICATION AND DIRECTORS' LIMITED
LIABILITY GENERALLY. The Delaware Director Liability Provision and the Delaware
Indemnification Provision could have an adverse impact on the Company. In the
event that Delaware Company is injured as a result of a director's breach of
fiduciary duties, including in connection with a takeover attempt, the Delaware
Director Liability Provision could prevent Delaware Company from recovering
compensation for the damage it has suffered. The fact that a director knows
that he or she will not suffer personal

37
<PAGE>

liability for his or her negligence or gross negligence may also cause the
director to be less careful in handling Delaware Company's affairs. In
addition, the Delaware Indemnification Provision may require Delaware Company to
pay the costs of a legal defense and legal judgment arising out of injuries to
third parties caused by the acts of its directors or officers which Delaware
Company would not otherwise be obligated to pay. The comparable charter and
bylaw provisions currently in effect for the Company, however, have these same
potential adverse effects.

TAX CONSEQUENCES

The reincorporation provided for in the Merger Agreement is intended to
be a tax free reorganization under the Internal Revenue Code of 1986, as
amended. Assuming the reincorporation qualifies as a reorganization, no gain or
loss will be recognized to the holders of capital stock of the Company as a
result of consummation of the reincorporation, and no gain or loss will be
recognized by the Company or the Delaware Company. Each former holder of
capital stock of the Company will have the same basis in the capital stock of
the Delaware Company received by such holder pursuant to the reincorporation as
such holder has in the capital stock of the Company held by such holder at the
time of consummation of the reincorporation. Each shareholder's holding period
with respect to the Delaware Company's capital stock will include the period
during which such holder the corresponding Company capital stock, provided the
latter was held by such holder as a capital asset at the time of consummation of
the reincorporation. The Company has not obtained a ruling from the Internal
Revenue Service or an opinion of legal or tax counsel with respect to the
consequences of the reincorporation.

The foregoing is only a summary of certain federal income tax
consequences. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THE
SPECIFIC TAX CONSEQUENCES TO THEM OF THE PROPOSED REINCORPORATION, INCLUDING THE
APPLICABILITY OF THE LAWS OF ANY STATE OR OTHER JURISDICTION.

BOARD RECOMMENDATION AND VOTE REQUIRED

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE REINCORPORATION
OF THE COMPANY IN DELAWARE AND RELATED CHANGES TO THE RIGHTS OF SHAREHOLDERS

SELECTION OF INDEPENDENT AUDITORS
(Proposal 4)

Hein + Associates LLP, Certified Public Accountants, have been selected
by the Board of Directors as the Company's independent auditors for the current
fiscal year. The selection of Hein + Associates LLP as independent auditors for
the current fiscal year is submitted to the holders of Common Stock for
ratification. In the event this proposal does not receive the affirmative vote
of the holders of a majority of the shares of Common Stock represented at the
Special Meeting of Shareholders, the Board of Directors will consider the
selection of another firm of certified public accountants to serve as
independent auditors. In May, 1997, Hein + Associates LLP submitted their
resignation to the Board of Directors of Company in light of the auditors'
unwillingness to rely on management's representations. After the Company
implemented a number of actions, Hein + Associates LLP agreed to be reengaged as
the auditors of the Company.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF HEIN & ASSOCIATES LLP INDEPENDENT AUDITORS FOR THE FISCAL YEAR
ENDING MAY 31, 1998, Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise.

A representative of Hein + Associates LLP is expected to be present at
the Annual Meeting where he or she

38
<PAGE>

will have the opportunity to make a statement if he or she desires to do so and
such representative is expected to be available to respond to appropriate
questions.

RIGHTS OF DISSENTING SHAREHOLDERS

THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
PROVISIONS OF CHAPTER 13 OF THE CALIFORNIA GENERAL CORPORATION LAW AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PROVISIONS OF THAT CHAPTER, WHICH
ARE REPRODUCED AND ATTACHED HERETO AS APPENDIX G. See "APPENDIX G: CALIFORNIA
GENERAL CORPORATION LAW - DISSENTERS' RIGHTS."

Under Chapter 13 of the California General Corporation Law, a holder of
record of shares of Common Stock on the Record Date who votes against approval
of (i) the change of the Company's jurisdiction of incorporation from California
to Delaware; or (ii) the Acquisition and who fully complies with all of the
applicable provisions of Chapter 13 (but not otherwise) will be entitled to
require the Company to purchase any of all such shareholder's Dissenting Shares
for cash at their "fair market value" if (a) the Delaware Reincorporation or the
Acquisition is consummated, AND (b) the number of shares of Common Stock that
are Dissenting Shares is 5% or more of the total number of shares of Common
Stock outstanding. The "fair market value" of all Dissenting Shares held by
holders of record who voted against approval of the change of the Company's
jurisdiction of incorporation from California to Delaware; and (ii) the
Acquisition, will be determine as of January 20, 1998 and December 18, 1997,
respectively, which were the days before the first public announcement of the
change of jurisdiction of incorporation, and the Acquisition but will not
include appreciation or depreciation in consequence of the Acquisition. On
December 18, 1997, the closing sales price per share of Common Stock on the
NASDAQ Bulletin Board was $0.625. On January 20, 1998, the closing price was
1.50.

A shareholder who desires to claim payment of the "fair market value" of
any or all of such shareholder's Dissenting Shares under Chapter 13 of the
California General Corporation Law must:

(a) vote such Dissenting Shares (i) against the approval of the
change of jurisdiction of incorporation or (ii) against approval of the
Acquisition.

(b) make a written demand on the Company for the purchase of such
Dissenting Shares and for the payment to such shareholder in cash of the "fair
market value" of such shares, which demand will not be effective unless it is
received by the Company or its transfer agent not later than the date of the
Special Meeting in the case of the Common Stock, and

(c) submit to the Company or to the Transfer Agent, within 30 days
after the date on which the Approval Notice (as defined below) is mailed to such
shareholder by the Company, the certificates representing such Dissenting
Shares.

As discussed above, a shareholder who wishes to perfect his or her
dissenter's rights under Chapter 13 with respect to any shares of Common Stock
must vote such shares against the change of jurisdiction of incorporation or the
Acquisition. The submission by the shareholder of a proxy furnished by the
Company's Board of Directors without specification as to vote will, unless
revoked, be voted in favor of such approvals and therefore result in the loss of
such shareholder's dissenter's rights (see "GENERAL INFORMATION - Proxies").
Voting against or not in favor of such approval alone will not constitute the
separate written demand required by clause (b) above or the submission of
certificates required by clause (c) above; all three conditions must be met
separately.

The written demand required by clause (b) above must state the number of
shares of Common Stock held of record by such shareholder and that such
shareholder demands that the Company purchase such shares at their "fair market
value" and must contain a statement of the amount that such shareholder claims
to be the "fair market value" of such shares of the dates mentioned above. The
statement of "fair market value" will constitute an offer by such shareholder to
sell the Dissenting Shares at such price. A shareholder may not withdraw a
demand for payment unless the Company consents.

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<PAGE>

The certificates representing the shares of Common Stock that are the
subject of the written demand must be submitted as required by clause (c) above
in order to be endorsed with a statement that such shares are Dissenting Shares
or to be exchanged for certificates of appropriate denomination so endorsed. If
such certificates are not so submitted, the shares represented thereby will lose
their status as Dissenting Shares. At the Effective Time, the stock transfer
books of the Company will be closed and no transfer of shares may thereafter be
made unless such shares are Dissenting Shares.

Only holders of record of shares of Common Stock at the close of
business on the Record Date are entitled to vote at the Special Meeting.
Accordingly, beneficial owners who are not record holders and who wish to
dissent from the change of jurisdiction of incorporation and acquisition should
so instruct the record holder of such shares or obtain a proxy to vote such
shares. In addition, such beneficial owners should cause the record holder to
comply with, or should themselves comply with, the other procedures required to
perfect dissenters' rights, including filing the demand required by clause (b)
above and submitting certificates as required by clause (c) above.

Within 10 days of the approval of the Agreement by the Company's
shareholders at the Annual Meeting, the Company will mail a notice of approval
(the "Approval Notice") to each holder of record of Common Stock who did not
vote in favor of the change of jurisdiction of incorporation or the Acquisition
and if the number of shares of Common Stock that are Dissenting Shares is 5% or
more of the shares of Common Stock outstanding on the Record Date, to each
holder of record of Common Stock who voted against the change of jurisdiction of
incorporation or the Acquisition, and who filed a written demand on the Company
for the purchase of such shareholder's Dissenting Shares not later than the date
of the Special Meeting. The Approval Notice will include a statement of the
price determined by the Company to represent if the shareholder desires to
exercise dissenters' rights. The Approval Notice will be accompanied by a copy
of the Chapter 13. The statement of price will constitute an offer by the
Company to purchase any Dissenting Shares at the price stated.

Assuming that a shareholder has complied with all the conditions
referred to above, if the Company and such shareholder agree upon the price to
be paid for his or her Dissenting Shares, the Company will make such payment at
the agreed price (plus interest from the date of agreement) within 30 days after
the later of the Effective Time or the date on which the amount of such payment
has been agreed upon. If the Company denies that such shareholder is entitled
to payment or if the Company and the shareholder fail to agree as to the "fair
market value" of the Dissenting Shares, the shareholder may file a complaint
within six months of the date on which the Approval Notice is mailed to the
shareholder may file a complaint within six months of the date on which the
Approval Notice is mailed to the shareholder in the Superior Court of the proper
county in the State of California. The shareholder may request the court to
determine whether such shareholder is entitled to payment or to determine the
"fair market value" of such shares, or both, or the shareholder may intervene in
any action pending on such a complaint. The cost of the action (including
reasonable compensation payable to any appraisers appointed by the court) will
be assessed or apportioned as such court considers equitable, except that if the
"fair market value" exceeds the price offered by the Company, the Company will
be required to pay such costs (including, in the court's discretion, attorneys'
fees, fees of expert witnesses, and interest from the date of compliance with
clauses (a), (b) and (c) above, if the shareholder does not file a complaint or
so intervene within the six-month period, the shareholder will cease to be
entitled to require the Company to purchase any Dissenting Shares.

Any demands, notices, or other documents required to be sent to the
Company may be sent to it at 3300 N. Central Avenue, Suite 1155, Phoenix,
Arizona 85012, Attention: Secretary; and any demands, notices or other documents
required to be sent to the Transfer Agent may be sent to it at American
Securities Transfer, 1825 Lawrence. Street, #444, Denver, Colorado 80202
Attention: Kim Ziegler.

INTERESTS OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON

None of the directors or senior officers of the Company, nor any person
who has held such a position since the beginning of the last completed financial
year of the Company, nor any associate or affiliate of the foregoing persons,
has any substantial or material interest, direct or indirect, by way of
beneficial ownership of securities or otherwise, in any matter to be acted on at
the Special Meeting of Shareholders.

40
<PAGE>

On August 14, 1997, the Company engaged Kerry Rogers under an
independent contractor agreement for a period of one year to advise the Company
and making recommendations to and consulting with the Board of Directors pending
shareholder approval of the Agreement and Plan of Reorganization. As
compensation for his services, Rogers will receive an honorarium of $10,000 per
month.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 2, 1998, information with
respect to the securities holdings of all persons which the Company has reason
to believe may be deemed the beneficial owners of more than 5% of the Company's
outstanding Common Stock. The following table indicates the beneficial
ownership of such individuals numerically calculated based upon the total number
of shares of Common Stock outstanding. Also set forth in the table is the
beneficial ownership of all shares of the Company's outstanding stock, as of
such date, of all directors and executive officers, including such executive
officers as are named in the Summary Compensation Table set forth herein,
individually, and all directors and executive officers as a group. The persons
named herein hold sole voting power and investment power with respect to the
shares shown opposite their respective names, unless otherwise specified. The
information with respect to each person specified is as supplied or confirmed by
such person or based on statements filed with the Securities and Exchange
Commission.

Beneficial Ownership (1)
------------------------

Name and Address Shares Percent
---------------- ------ -------

Kerry L. Rogers 18,272,031 47.7%
1771 E. Flamingo Road
Building B, Suite 200
Las Vegas, NV 89119

John Higgins 8,573,799 22.4%
1771 E. Flamingo Road
Building B, Suite 200
Las Vegas, NV 89119

Robert A. Michel 2,811,082 7.34%
1771 E. Flamingo Road
Building B, Suite 200
Las Vegas, NV 89119

Eckley M. Keach 1,405,541 3.67%
520 S. 4th Street
Las Vegas, NV 89101

W. Bruce Voss 1,405,541 3.67%
2623 Vista Ornada
Newport Beach, CA 92660

Norman B. Walko 150,000(2) 0.39%
5107 Timberview Terrace
Orlando, FL 32819

Larry C. Cornwell 200,000(3) 0.78%
7120 Stafford Road
Dove, FL 33527

Dr. Edward D. Wirth, Jr. 0 0%
17355 Rosa Lee Way
N. Redington Beach, FL 33708

All Executive Officers and 23,894,195 62.3%
Directors as a group (7 persons)

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<PAGE>

_____________________________
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange
Act of 1934. Unless otherwise stated below, each such person has
sole voting and investment power with respect to all such shares.
Under Rule 13d-3(d), shares not outstanding which are subject to
options, warrants, rights or conversion privileges exercisable
within 60 days are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but
are not deemed outstanding for the purpose of calculating the
number and percentage owned by each other person listed.
(2) Includes 150,000 options exercisable at $4.00 per share.
(3) Includes 200,000 options exercisable at $1.00 per share.

STATEMENT OF EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table discloses, for the fiscal transition period ended,
May 31, 1997, individual compensation information relating to the executive
officers serving during the period and for each such person for the two prior
fiscal years. No Officer other than Mr. Canney received cash compensation from
the Company in excess of $100,000 during such fiscal years.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation Awards
- ------------------------------------------------------------------------------------------------------------

Name Other All
and Annual Restricted LTIP Other
Principal Comp Stock Options Pay- Compen-
Position Year(1)Salary Bonus ensation Award SARs outs sation
($) ($) ($) ($) (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Canney(2) 1997 $120,000 $0 $0 N/A -0- N/A $15,000(3)
President and Chief 1996 $ 20,000 $0 $0 -- -0- -- $0
Executive Officer 1995 $0 $0 $0 -- -0- -- $0

</TABLE>

__________________

(1) Periods presented are for the years ended May 31, 1997 and 1996, the ten
months ended May 31, 1995.
(2) Mr. Canney resigned as President and Chief Executive Officer in May 1997.
(3) Mr. Canney received a housing allowance of approximately $15,000 per year.

COMPENSATION OF DIRECTORS

The non-employee directors of the Company will receive $250 for each
meeting they attend plus expenses. Directors may also receive options as
designated by the Board of Directors.

Mr. Larry C. Cornwell, former Acting President and a Director, is a
principal of Cornwell Consulting Services, Inc. ("CCS"), a turnaround specialist
for companies in financial trouble and in need of restructuring or finding a
merger partner. Pursuant to a consulting agreement with CCS, the Company has
paid CCS approximately $65,000 through September 15, 1997 when the CCS
consulting agreement terminated.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee for the fiscal year ended May 31, 1997
consisted of Bruce Walko. During the fiscal year ended May 31, 1997, Mr. Walko
was a Director of the Company.

42
<PAGE>

OPTIONS GRANTED

The following table sets forth the options that have been granted to
Michael J. Canney, the Company's former President and Chief Executive Officer,
listed in the Executive Compensation Table.

Option/SAR Grants
Individual Grants
- --------------------------------------------------------------------------------

Options/ % of Total Options/ Exercise
SAR SARs Granted to or Base
Granted Employees in Fiscal Price Expiration
(#) Year ($/Share) Date Name
---- ------------------- --------- ---------

Michael J. Canney(2) 250,000(1) 100% $4.00 (3)
President and Chief
Executive Officer

____________________

(1) All of Mr. Canney's options are currently exercisable.
(2) Michael J. Canney resigned as President and Chief Executive Officer in May
1997.
(3) Options to buy 100,000, 25,000, 50,000 and 75,000 will expire April 1999,
April 2001, October 2001 and April 2002, respectively.

In October 1995, David J. Smith, an Officer of the Company, was granted
20,000 options exercisable at $6.00 which expire in October 1998.

In November 1996, the Company granted 60,000 options exercisable at $2.00
per share for a five year period. The options were granted to Joseph Monning, a
significant long distance sales agent, to provide long distance consulting and
assistance with the Company's long distance agents.

In March 1996, the Company granted a total of 450,000 warrants to purchase
common Stock to Messrs. Walko, Canney and Barletta, (150,000 each) then
Directors of the Company. The warrants are exercisable for a five (5) year
period at $4.00 per warrant. Each of these individual's warrants are currently
exercisable.

In March 1996, the Company granted 100,000 warrants to purchase Common
Stock to Norbert Zealander, a member of the audit committee. The Warrants are
exercisable for a five (5) year period at $4.00 per warrant and are currently
exercisable.

In connection with its public offering, the Company granted Barron Chase
Securities, Inc., warrants to purchase 150,000 shares of Common Stock and
150,000 Warrants at an exercise price of $6.00. The warrants are exercisable
through May 17, 2001.

In April 1997, the Company granted 100,000 options to purchase Common Stock
to Jim Bascom, an employee of GetNet, the Company's subsidiary, exercisable
immediately at $1.00 per share for a period of three years.

In June 1997, the Company granted Larry Cornwell options to purchase
200,000 shares at an exercise price of $1.00 per share.

43
<PAGE>

COMPENSATION OF DIRECTORS

Non-Employee Directors received $250 per meeting attended plus expenses.
Employee Directors receive only reimbursement for out-of-pocket expenses. The
foregoing statement of compensation of Directors is not a representation or
assurance that such compensation will not be paid in the future at any
particular time or in any particular amount. Mr. Cornwell and mr. Wirth may be
deemed to receive the compensation paid to CCS pursuant to its consulting
agreement while they are Directors.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Michael J. Canney, the Company's former President and Director had an
employment agreement with the Company through April 1998. In May 1997, Mr.
Canney resigned as an Officer and Director and in June 1997, brought legal
action against the Company for amounts due under his agreement. The Company has
settled this action.

MARKET PRICES AND DIVIDENDS

The Company's Common Stock is traded on the NASDAQ Bulletin Board. The
following table sets forth the high and low closing price per share on the
SmallCap Market, and the Bulletin Board as reported by NASDAQ for the periods
indicated and the closing sales prices on December 18, 1997 and January 21, 1998
the last trading day before the public announcement of the Acquisition, and the
change of domicile of incorporation of the Company.

Quarter Ended High Low Close
------------- ---- --- -----

May 31, 1996 6.75 6.75 6.75
August 31, 1996 6.75 6.75 6.75
November 30, 1996 4.0 4.0 4.0
February 28, 1997 2.125 1.938 2.125
May 31, 1997 0.719 0.625 0.656
August 30, 1997 2.188 2.0 2.0

November 28, 1997 2.125 1.938 2.125

February 27, 1998 - - -

The Company has not paid any cash dividends with respect to the Company
Common Stock. Under certain bank credit facilities, the Company is currently
precluded from paying cash dividends and making certain other restricted
payments without the prior consent of its lenders. Although it is currently
anticipated that no cash dividends will be paid on the Company Common Stock in
the foreseeable future, the Board of Directors of the Company will review its
dividends from time to time. In determining whether to declare dividends and
the amount of dividends to be declared, the Company Board will consider
relevant factors, including the Company's earnings, its capital needs and its
general financial conditions.

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

The Company's Articles of Incorporation, as amended, (the "Company
Certificate") authorizes the issuance of up to 100,000,000 shares of the Company
Common Stock, and up to 10,000,000 shares of Preferred Stock (the "Company
Preferred Stock"). At March 1, 1998, there were issued and outstanding
38,301,225 shares of the Company Common's Stock and no shares of the Company's
Preferred Stock. All outstanding shares of the Company Common Stock are fully
paid and non-assessable. In addition, as of March 2, 1998, 3,865,000 shares of
the Company Common Stock were reserved for issuance upon the exercise of certain
warrants, stock options or other rights calling for issuances of Common Shares
of the Company's Common Stock. Certificates of Designation, Preferences and
Rights of Series B

44
<PAGE>

and Series C Preferred Stock of the Company were filed with the Secretary of
State of California on January 30, 1998.

PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
WITH RESPECT TO THE ACQUISITION

Set forth below is certain unaudited pro forma consolidated financial
information with respect to the Acquisition, including an unaudited pro forma
balance sheet at october 31, 1997, and unaudited pro forma statements of
operations for the five months ended October 31, 1997 and the year ended May 31,
1997. The financial statements presented have been prepared on the basis that
the acquisition of Orix Global Communications, Inc. took place as of the date of
the balance sheet presented and at the beginning of each period for which a
statement of operations is presented. The pro forma combined financial
information does not purport to represent what the Company's financial position
or results of operations would actually have been had the Acquisition occurred
as of the dates or at the beginning of the period indicated, nor the project the
Company's financial position or results of operations for any future date or
period.

STOCKHOLDER PROPOSALS

Stockholders of the Company who intend to submit proposals to the Company's
stockholders at the annual meeting of stockholders to be held in 1998 must
submit such proposals to the Company no later than May 1, 1998, in order for
them to be included in the Company's proxy materials for such meeting.
Stockholder proposals should be directed to the attention of the Secretary of
the Company at the address of the Company set forth on the first page of this
Proxy Statement.

OTHER MATTERS

The Board of Directors is not aware of any other matters to be brought
before the Special Meeting. If any other matters, however, are properly brought
before the meeting, the persons named in the enclosed form of proxy will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their best judgment.

The contents of this Proxy Statement have been approved and its mailing has
been authorized by a resolution of the directors of the Company.

Dated at Las Vegas this 2nd day of March, 1998.

ON BEHALF OF THE BOARD

- -------------------------------------
Kerry Rogers
President and Chief Executive Officer

45
<PAGE>
TOUCH TONE AMERICA, INC.
FOR THE HOLDERS OF COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
MEETING OF THE SHAREHOLDERS--MARCH 30, 1998

The undersigned shareholder of Touch Tone America, Inc. (the "Company"),
revoking all previous proxies, hereby appoints Kerry Rogers and Robert A. Michel
and each of them acting individually, as proxies of the undersigned, and
authorizes either or both of them to vote all shares of the Company's Common
Stock held of record by the undersigned as of the close of business on March 2,
1998 at the Special Meeting of Shareholders of the Company to be held on March
30, 1997, at 9:00, and at any adjournment(s) or postponement(s) thereof (the
"Special Meeting"), according to the votes the undersigned would be entitled to
cast if then personally present.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED "FOR" THE ACQUISITION OF ALL THE ISSUED AND OUTSTANDING SHARES OF ORIX
GLOBAL COMMUNICATIONS, INC., THE ELECTION OF THE NOMINEES LISTED BELOW, THE
REINCORPORATION OF THE COMPANY IN THE STATE OF DELAWARE AND RELATED CHANGES TO
THE COMPANY'S ARTICLES OF INCORPORATION, BYLAWS AND THE RIGHTS OF SHAREHOLDERS,
AND THE APPROVAL OF HEIN + ASSOCIATES LLP AS INDEPENDENT AUDITORS OF THE
COMPANY.

PROPOSAL 1

1. The approval of the Acquisition of all the issued and outstanding shares of
Orix Global Communications, Inc. ("Orix") and the Amended Agreement and Plan of
Reorganization entered into between the Company, the shareholders of Orix, and
Orix.

/ / FOR / / AGAINST / / ABSTAIN

PROPOSAL 2

The proposal to elect the nominees for the Board of Directors listed below
is contingent upon the approval by the Shareholders of the Company of the
Acquisition submitted for approval under Proposal 1.

2. Election of Directors

/ / For nominees for director name
below / / WITHHOLD AUTHORITY TO VOTE

/ / For nominees for director named below except WITHHOLD AUTHORITY for
vote for the nominee(s) whose name(s) is (are) lined through

Nominees: Kerry Rogers, Robert A. Michel, William Bruce Voss, Larry
Cornwell, and Eckley M. Keach.
<PAGE>
PROPOSAL 3

The proposal to reincorporate the Company in the State of Delaware is
contingent upon the approval by the Shareholders of the Company of the
Acquisition submitted for approval under Proposal 1.

3. The approval of change in the Company's state of incorporation from
California to Delaware and related changes to the Company's Articles of
Incorporation, Bylaws and rights of Shareholders.

/ / FOR / / AGAINST / / ABSTAIN

PROPOSAL 4

4. The approval of Hein + Associates LLP as independent auditors of the
Company.

/ / FOR / / AGAINST / / ABSTAIN

5. In their discretion, to vote on such other matters as may properly come
before the meeting, but which are not now anticipated, to vote for the lection
of any person as a director should any person named in the proxy statement to be
elected be unable to serve or for good cause cannot serve, and to vote upon
matters incident to the conduct to the meeting.

/ / FOR / / AGAINST / / ABSTAIN

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE SPECIAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned also
hereby ratifies all that the said proxies do by virtue hereof and hereby
confirms that this proxy shall be valid and may be voted regardless of whether
the shareholder's name is signed as set forth below or a seal affixed or
description, authority or capacity of the person signing is given or any other
defect of signature exists.
Dated: _______________________ , 1998
_____________________________________
_____________________________________
(Shareholder's Signature)

Please sign this proxy exactly as the
name appears in the address above. If
shares are registered in more than
one name, all owners should sign. If
signing in a fiduciary or
representative capacity, such as
attorney-in fact, executor,
administrator, trustee or guardian,
please give full title and attach
evidence of authority. If signer is a
corporation, please sign such
officer's name and title and affix
the corporate seal, if any.

PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT TO THE COMPANY. Please
complete, sign and date this Proxy and return it promptly regardless of whether
you plan to attend the Special Meeting.
<PAGE>
AMENDED AGREEMENT AND PLAN OF REORGANIZATION

Agreement made as of the 7th day of November, 1997 by and among Touch Tone
America, Inc., a California corporation, ("Buyer"), ORIX Global Communications,
Inc., a Nevada corporation (the "Company" or "Seller") and the Shareholders of
the Company whose names and addresses are set forth on the signature page
hereof, (the "Shareholders"). Buyer, Seller, Company and Shareholders are
sometimes referred to as "party" or "parties."

The parties have agreed to amend the Agreement in order to substitute the
consideration given by the Buyer for the Shares, as well as condition the
closing of the transaction upon certain terms. Buyer agrees to acquire all the
Shares in exchange for certain shares of the Common Stock of Buyer (the "Buyer's
Stock") and the Seller and Shareholders desire to exchange the Shares for
Buyer's Stock on the terms and conditions set forth herein. In consideration of
the mutual agreements contained herein, the parties agree as follows:

1. ACQUISITION AND EXCHANGE OF SHARES.

1.01 ACQUISITION. Buyer will acquire Seller pursuant to a
reorganization whereby Seller will become a wholly owned subsidiary of Buyer.

1.02. SHARES BEING EXCHANGED. Subject to the terms and conditions of
this Agreement, at the Closing, provided for in Section 2.01 hereof (the
"Closing"), Shareholders are assigning and delivering to Buyer the Shares and
Buyer is acquiring such Shares, free and clear of all liens, claims, options,
charges and encumbrances whatsoever in exchange for such number of Common Shares
of the Buyer's Common Stock to represent after issuance 65% of all issued and
outstanding shares of the Buyer's Common Stock after giving effect to all
options, warrants or other rights calling for issuances of Common Shares of the
Buyer's Common Stock. As of the date hereof, 4,561,245 shares of Buyer's Common
Stock are issued and outstanding, and options, warrants or other rights calling
for issuances of 3,393,400 Common Shares of the Buyer's Common Stock are
outstanding.

Accordingly, as of the date hereof, and before giving effect to any
adjustments contemplated under Paragraph 1.04 below, the number of Common Shares
of the Buyer's Common stock which represent, after issuance, 65% of all issued
and outstanding shares of the Buyer's Common Stock after giving effect to all
options, warrants or other rights calling for issuances of Common Shares of the
Company currently outstanding, is 14,772,912..

1.03. SHAREHOLDERS' REPRESENTATIVE. For this transaction, the
Shareholders hereby irrevocably designate and appoint Kerry Rogers as their
representative and attorney in fact, ("Orix Shareholders' Representative"), with
full power and authority until the Closing to execute, deliver and receive on
their behalf all notices, requests, certificates and other communications
hereunder;

<PAGE>

to, fix and alter on their behalf the date, time and place of the
Closing; to waive, amend or modify any provisions of this Agreement and to take
such other action on their behalf in connection with this Agreement, the Closing
and the transactions contemplated hereby as such agent or agents deem
appropriate; provided, however, that no such waiver, amendment or modification
may be made if it would decrease the number of shares to be issued to the
Sellers under Section 1.02 hereof or increase the extent of their obligation to
indemnify Buyer under Section 8.02 hereof.

1.04. ADJUSTMENTS TO NUMBER OF SHARES. In the event that, prior to
any issuance and delivery of shares of Buyer's Common Stock to the Shareholders
at Closing pursuant hereto, the outstanding shares of Buyer's Common Stock shall
have been, with or without new consideration, increased, decreased, changed into
or exchanged for a different number or kind of shares or securities through
reorganization, recapitalization, reclassification, stock dividend, stock split,
or other like changes in Buyer's capitalization, then an appropriate and
proportionate adjustment shall be made in the number of the Buyer's Common Stock
to be thereafter issued and delivered hereunder to the Shareholders at Closing
in order for the Shareholders to acquire the proportion of the Buyer's equity
contemplated under Paragraph 1.02 above, namely 65% of all issued and
outstanding shares of the Buyer's Common Stock after giving effect to all
options, warrants or other rights calling for issuances of Common Shares of the
Buyer's Common Stock then outstanding.

2. THE CLOSING.

2.01. TIME AND PLACE. The Closing hereunder shall occur at 10:00
a.m. at the offices of Seller, or at such other time and location as may be
mutually agreed upon by Buyer and Seller, but which date shall be no later than
January 31, 1998, or 24 hours after Shareholder approval.

2.02. DELIVERIES BY THE SELLER. At the Closing, the Seller shall
deliver to Buyer, (unless previously delivered or waived), the following:

a. Certificates representing the Company Shares, duly endorsed or
accompanied by stock powers, duly endorsed, duly executed in blank, (with
signatures guaranteed by a national bank or a member firm of the New York Stock
Exchange), and otherwise in form acceptable for transfer on the books of the
Company, with all requisite stock transfer stamps attached.

b. Certificates from appropriate authorities as to the good
standing of, and payment of taxes by, the Company in the State in which it is
incorporated and each jurisdiction in which it is qualified to do business as a
foreign corporation, dated as of the most recent practicable date.

c. The opinion of the Seller's counsel referred to in Section
7.c hereof.

2
<PAGE>

d. A general release from Shareholders of all claims
Shareholders may have, as of the date of the Closing, against the Company,
Buyer, and their subsidiaries or affiliates, or directors, officers, employees
or agents of the Company, Buyer, or their subsidiaries or affiliates, except for
such rights or claims arising under this Agreement and those listed in Exhibit
2.02(d).

e. All other previously undelivered items required to be
delivered by the Seller to Buyer at or prior to the Closing.

2.03 DELIVERIES BY BUYER. At the Closing, Buyer shall deliver to the
Sellers certificates of the appropriate number of Buyers Stock.

a. Certificates representing the Company Shares, duly endorsed
or accompanied by stock powers, duly endorsed, duly executed in blank, (with
signatures guaranteed by a national bank or member firm of the New York Stock
Exchange), and otherwise in form acceptable for transfer on the books of the
Company, with all requisite stock transfer stamps attached.

b. Certificates from appropriate authorities as to the good
standing of, and payment of taxes by, the Buyer in the State in which it is
incorporated and each jurisdiction in which it is qualified to do business as a
foreign corporation, dated as of the most recent practicable date.

c. An opinion of the Buyer's counsel as referred to in Section
7.8 hereof.

d. All other previously undelivered items required to be
delivered by the Buyer to Seller at or prior to the Closing.

3. SECURITIES ACT.

3.01 INVESTMENT REPRESENTATION. Each Seller acknowledges that the
Buyer's Stock issuable pursuant to this Agreement will not have been registered
under the Securities Act of 1933 (the Securities Act") and that Seller's Buyer
Stock must be held indefinitely unless subsequently registered thereunder or an
exemption from registration is available. Seller represents and warrants to
Buyer that (i) Seller will acquire such Buyer Stock for investment, and not with
a view to the distribution thereof within the meaning of the Securities Act,
(ii) such Seller will acquire such Buyer Stock for his or her own account and
has not offered, and as of the Closing Date will not have offered and does not
intend, and as of the Closing Date will not intend, to transfer, any
participation or interest of any kind in such Buyer Stock to any other person,
and (iii) the exchange of Buyer Stock for the Shares constitutes an investment
decision of an amount and type consistent with such Seller's investment
practices and objectives. Seller and Buyer each acknowledges that each party
has been offered access to information, financial

3
<PAGE>

and otherwise, regarding each party which is deemed relevant by each party in
this investment decision, and an opportunity to discuss such information with
officers and employees of each party, and to examine each parties' books and
records. In addition, until the Closing Date hereunder, Buyer shall deliver to
Seller all filings made under the Securities Exchange Act of 1934 by Buyer.

3.02 LEGENDING OF BUYER STOCK. The shares of Buyer stock issuable
hereunder shall not be transferable except upon the conditions specified in this
Section 3, which conditions are intended to insure compliance with the
provisions of the Securities Act in respect of the transfer of any such shares
of Stock.

Each certificate for Buyer Stock issued to Seller, and each certificate for
Buyer Stock issued to subsequent transferees of Seller, shall (unless otherwise
permitted by this Section 3) be stamped or otherwise imprinted in substantially
the following form:

"The transfer of the shares represented by this certificate is subject to
compliance with the conditions specified in an Agreement, a copy of which is on
file at the office of the Corporation, and no transfer of such shares shall be
valid or effective until such conditions have been fulfilled."

3.03 RESTRICTIONS ON TRANSFERABILITY. Each Shareholder, and any
subsequent holder of a certificate of Buyer Stock bearing the restrictive legend
set forth in Section 3.02, (hereinafter in this Section 3 called the "Holder")
by acceptance thereof agrees, prior to any transfer or attempted transfer of
such Buyer Stock, to give written notice to Buyer of such Holder's intention to
effect such transfer. Each such notice shall describe the manner and
circumstances of the proposed transfer in reasonable detail, and shall contain
an undertaking by the person giving such notice to furnish an opinion of counsel
for the Holder with respect to the proposed sale, and such further information
as may reasonably be required by Buyer or counsel referred to below. Promptly
upon receiving any such notice, Buyer shall submit copies thereof to its
counsel, and the following provisions shall apply:

(i) If, in the opinion of such counsel, the proposed transfer of such
Buyer Stock may be effected without registration under the Securities Act,
Buyer shall as promptly as is practicable so notify the Holder of such
Stock, and such Holder shall thereupon be entitled to transfer such Stock
in accordance with the terms of the notice delivered by such Holder to
Buyer. Each certificate of Buyer Stock issued upon the transfer of any
such Stock shall bear the restrictive legend set forth above if in the
opinion of such counsel such legend is required in order to insure
compliance with the applicable provisions of the Securities Act;

(ii) If, in the opinion of such counsel, the proposed transfer of such
Buyer Stock may not be effected without registration under the Securities
Act of such Stock, Buyer shall

4
<PAGE>

as promptly as is practicable so notify the Holder. The Holder thereof,
agrees, as to such Stock, by acceptance thereof, that if the proposed
transfer by him cannot, in the opinion of such counsel, be effected without
such Stock under the Securities Act, such Holder will not transfer such
securities unless they have been registered under the Securities Act by
Buyer, as hereinafter provided, or unless the staff of the Securities and
Exchange Commission has stated in writing that it would raise no objection
with respect to the proposed transfer. The restrictions imposed by this
Section 3 upon the transferability of any particular share or shares of
Buyer Stock shall cease and terminate concurrently with the sale or other
disposition thereof pursuant to and in the manner contemplated by an
effective registration statement under the Securities Act, or pursuant to
and in accordance with Rule 144 promulgated under the Securities Act, (or
any similar rule or regulation hereafter promulgated). Whenever the
restrictions imposed by the Section 3 shall terminate, as hereinabove
provided, the Holder of any Buyer Stock as to which such restrictions
shall have terminated shall be entitled to receive from Buyer one or more
new certificates of Buyer Stock not bearing the restrictive legend set
forth above, and not containing any other reference to the restrictions
imposed by this Section 3.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby
represents and warrants to Buyer as follows (for the purposes of this Section 4,
the Company shall include any subsidiaries of the Company). The Company
represents and warrants:

4.01. TITLE TO THE SHARES. Each Shareholder owns, and is
transferring to Buyer at the Closing, good, valid and marketable title to the
number of Shares set forth opposite his name on the signature page hereof, free
and clear of all liens, claims, options, charges and encumbrances whatsoever.
Such shares in the aggregate represents, and will as of the Closing represent,
100% of the issued and outstanding capital stock of the Company. There are no
outstanding options, warrants, or rights to purchase or acquire any of the
Shares of the Seller.

4.02. VALID AND BINDING AGREEMENTS. As to each Shareholder, this
Agreement constitutes the valid and binding agreement of each Shareholder,
enforceable in accordance with its terms, and, as to Seller, neither the
execution and delivery of this Agreement nor the consummation by Seller of the
transaction contemplated hereby (a) violates or will violate any statute or law,
or any rule, regulation or order of any court or governmental authority; or (b)
violates or will violate, or conflicts with or will conflict with, or
constitutes a default under or will constitute a default under, any contract,
commitment, agreement, understanding, arrangement, or restriction of any kind to
which Seller is a party or by which Seller is bound.

4.03. ORGANIZATION. The Company is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Nevada,
and has corporate power and authority to own, lease, license and operate its
business and assets. The Company is duly qualified to transact business as a
foreign corporation in the State of California, and is in good standing in each
jurisdiction where the nature of its business makes such qualification necessary

5
<PAGE>

or the failure to so qualify would have a material adverse effect on its
business.

4.04. ARTICLES AND BY-LAWS. The copies of the Articles of
Incorporation and all amendments thereto of the Company, as certified by the
Secretary of the Company and of the By-Laws, as amended to the date hereof, of
the Company, as certified by its Secretary, which have heretofore been delivered
to Buyer are complete and correct copies of the Articles of Incorporation and
By-Laws of the Company as amended and in effect on the date of the Closing. All
minutes of the Company are contained in minute books of the Company heretofore
furnished to Buyer for examination and are being delivered to Buyer at the
Closing, and no minutes have been included in such minute books since such
examination by the Buyer that have not also been furnished to Buyer.

4.05. CAPITALIZATION. The total number of shares of stock which the
Company is authorized to issue is 2,500 shares of common stock of no par value
per share, of which 1,200 shares are validly issued, fully paid and
non-assessable. There is no option, warrant, agreement or understanding pursuant
to which any person or entity has or may have the right to acquire any equity
interest in the Company, or any other security convertible into any equity
interest in the Company.

4.06. FINANCIAL STATEMENTS. The Seller will deliver to Buyer balance
sheets of the Company as of May 31, 1997, and statements of operations for the
Company for the period then ending, and the report of Hein & Co., John
Steinbeck, C.P.A. pertaining thereto. These financial statements have been
prepared from the books and records of the Company, represent fairly the
financial position of the Company as of the dates appearing thereon, and the
results of operation of the Company for the period then ended, and have been
prepared in accordance with generally accepted accounting principles
consistently applied with those used in preparing financial statements of the
Company during prior fiscal periods. Except as provided for or reserved against
in the Balance Sheet dated May 31, 1997, (the "Balance Sheet") and except for
liabilities incurred in the ordinary course of the business of the Company after
the date of the balance sheet, and liabilities set forth on any of the exhibits
delivered in connection herewith, there are no liabilities of any kind, whether
accrued, absolute, contingent or otherwise, and whether or not determined or
determinable.

4.07. TAXES. The amount of the provision for liability for taxes on
the Balance Sheet is sufficient for the payment of all unpaid federal, state and
local income, franchise and property taxes of the Company accrued for or
applicable to the period ended on the date of said Balance Sheet, and all years
and periods prior thereto. The Company has collected or paid all applicable
local tax returns, intangible tax returns and other tax returns which are
required to be filed by it, and such returns and reports are true and correct.
The Company has prepared and filed all Federal, State and County and local
income, excise and other tax returns required to be filed by it, and all such
returns are true and correct. The Company has paid all taxes which have become
due pursuant to such returns, or pursuant to any assessment received by it. The
Federal income

6
<PAGE>

tax returns of the Company have not been examined by the Internal Revenue
Service. The Company has not incurred any tax liabilities other than in the
ordinary course of business; there are no tax liens upon any of the properties
or assets, real, personal or mixed, tangible or intangible, of the Company,
(except for liens of taxes not yet due); and, except as reflected in the Balance
Sheet, there are no pending questions relating to, or claims asserted for, taxes
or assessments against the Company, and there is no basis for any such question
or claim.

4.08. PATENTS, TRADEMARKS, TRADE NAMES, PROGRAMS, ETC. Exhibit 4.08
hereto contains an accurate and complete description of all patents, trademarks,
trade names, assumed names, computer programs, licenses, franchises and
copyrights, and any applications therefore, presently owned, held by, or used by
the Company, or under which the Company owns or holds any license. No products
or services of the Company, nor any patents, formula, processes, know-how, trade
secrets, trademarks, trade names, assumed names, copyrights or designations used
in the business of the Company infringe on any patents, trademarks, copyrights
or any other rights of any person. The Company has the right to market its
products and services and conduct its business as currently being conducted.
Neither the Company nor any Seller knows or has any reason to believe that there
are any claims or rights of any third parties of infringement, or any conflict
with the rights of third parties, and the Company is not in receipt of any
notice or complaint of any infringement or conflict with the rights of others in
any patents, copyrights, trademarks or trade names, or computer programs, trade
secrets or any other proprietary rights. No claims have been made by the
Company of any infringement or conflicts by others with the rights of the
Company with respect to any patents, copyrights, trademarks, computer programs,
formulations, trade names, trade secrets or proprietary information used in the
Company's business. Neither the Company nor any Seller knows of any basis for
the making of any such claim. No Seller, officer, director, employee or
consultant of the Company owns, directly or indirectly, in whole or in part, any
patents, copyrights, trademarks, trade names, computer programs, or any trade
secrets or proprietary information which are presently being used in the
Company's business.

4.09. INSURANCE. The Company has in force and effect and is covered
under policies of insurance covering such risks, and in amounts adequate for the
size and scope of its business. A description of its insurance policies is set
forth in Exhibit 4.09.

4.10. ASSETS. The Company has good and marketable title to all of
its properties, free and clear of all liens and encumbrances except as noted in
the Balance Sheet, and set forth in detail in Exhibit 4.10 hereto. The
properties and assets of the Company are in good repair and condition, and are
adequate for the conduct of the business of the Company as now being conducted,
and for the anticipated growth of the Company's business. The assets of the
Company will include those operations and investments set forth in detail in
Exhibit 4.10. In the event the Company is required to pay additional
consideration to acquire such rights, operations or investments, such payments
shall reduce the Company shares due Sellers herein by the same amount.

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<PAGE>

4.11. BANKING ARRANGEMENTS. Set forth as Exhibit 4.11 hereto and
delivered to Buyer is a complete list of each bank in which the Company has an
account, line of credit, or other banking arrangement, and the account number,
balance and signatories of each such account, line of credit and loan.

4.12. EMPLOYEES. Set forth in Exhibit 4.12 hereto and delivered to
Buyer is a complete list setting forth the name, current annual salaries of all
officers, directors and employees of the Company, together with copies of any
employment agreements or other employment commitments of the Company.

4.13. PURCHASE COMMITMENTS. The Company has performed, in all
material respects, all of the obligations required to be performed by it to date
under all purchase agreements and purchase orders as conditions precedent to the
delivery of the items called for therein. No such purchase commitment is in
excess of the ordinary, common and usual requirements of the business of the
Company.

4.14. COMMITMENTS. The Company has performed, in all material
respects, all of the obligations required to be performed by it to date under
all of its sales, rental, service and franchise agreements and commitments. No
information has come to the attention of the Company or any Seller which would
tend to indicate that any of the customers of the Company are currently, or are
likely to become, unable to perform under the terms of any agreement or
commitment entered into with it. All leases entered into by the Company
involving remaining aggregate rentals in excess of $5,000 are set forth in
Exhibit 4.14 and have been delivered to Buyer.

4.15. AGENCY AGREEMENTS. Set forth in Exhibit 4.15 hereto and
delivered to Buyer are copies of all agreements and other commitments with
franchisees, distributors, dealers, sales representatives, consultants and other
agencies and entities engaged or utilized by the Company.

4.16. LABOR AGREEMENTS AND POLICIES. The Company is not a party to
or bound by any collective bargaining agreement, and the Company or any Seller
is not aware of any attempt to organize any of the employees of the Company.
There are no strikes or other labor disputes pending, or to the knowledge of the
Company or any of the Sellers, threatened against the Company. The Company has
complied in all material respects with the Fair Labor Standards Act,
Occupational Safety and Health Act, Equal Employment Opportunity and all other
applicable Federal and State laws regarding employment, and in respect to hours
worked by and payments made to the employees of the Company.

4.17. EMPLOYMENT BENEFIT PLANS. Set forth in Exhibit 4.17 hereto and
delivered to Buyer are copies of all pension, retirement, profit-sharing, bonus,
deferred compensation, stock option, stock purchase, severance pay, vacation
policy and pay, medical, dental, life insurance, death benefit and other plans
or agreements providing benefits to employees of the Company.

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<PAGE>

There are no unfunded liabilities attributed to any employee benefit plans
providing benefits to employees of the Company, and none will arise upon the
termination of any such plans. The Company is in full compliance with all laws,
rules and regulations governing employee benefits. The Company has an
established policy that its employees may not accrue vacation time beyond the
period of 12 months.

4.18. OTHER MATERIAL CONTRACTS AND COMMITMENTS. Set forth in Exhibit
4.18 and delivered to Buyer are copies of all material contracts, agreements,
instruments and other commitments to which the Company or the Seller is a party
and which are not included in other exhibits hereto. Except as included in said
Exhibit 4.18 and such other exhibits to this Agreement, the Company is not a
party to or bound by any written or oral (a) material contract, agreement or
other instrument or understanding creating a liability; (b) material lease,
mortgage, pledge, conditional sales contract, security agreement, factoring
agreement or other similar agreement with respect to any real or personal
property, whether as lessor or lessee or otherwise; (c) material agreement or
arrangement for the borrowing of money or for a line of credit; (d) agreement or
arrangement for the sale of the assets of the Company or for the grant of any
preferential rights to purchase any of the assets, property or rights of the
Company or for the transfer or the assignment thereof other than the ordinary
course of business of the Company; (e) guarantee, surety, subordination or other
agreement for related type of agreement or arrangement; (f) agreement of any
kind with any director or officer or with any associate of any such person; (g)
material agreement or commitment for capital expenditures or for the acquisition
of fixed assets. As used in this Section 4.18, the term "material" refers to
any contract, agreement, commitment, instrument or understanding involving a
liability, actual or potential, in excess of $5,000.

4.19. PERFORMANCE OF OBLIGATIONS. The Company has performed all of
the material obligations required to be performed by it and is not in material
default under any of the agreements, leases, contracts, or other documents to
which it is a party. No party with whom the Company has an agreement or
commitment is in material default thereof. As used in this Section 4.19, the
term "material" refers to a default involving more than $500 or which, when
aggregated with other defaults, would exceed $2,000, or which would give the
nondefaulting party a right to cancel or terminate such defaulted agreement or
obligation.

4.20. CONFLICT. Neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will conflict with or
result in a breach of, or give rise to, or termination of, or accelerate the
maturity of or the performance required by any terms of the Articles of
Incorporation or By-laws, or any indenture, loan agreement, lease or other
agreement or arrangement of the Company or any Seller, or constitute a default
thereunder, or result in the creation of any lien, charge or encumbrance upon
any of the assets or properties of the Company.

4.21. LITIGATION, ETC. Except as set forth in Exhibit 4.21 hereto
and delivered to Buyer, there is no investigation by any governmental agency or
any legal proceedings pending,

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<PAGE>

or to the best knowledge of the Seller, threatened against the Company, or the
property, assets or good will thereof, and there is no outstanding order, writ,
injunction or decree of any court or governmental agency against or affecting
the Company, or against or affecting its business, property, assets, good will
or common stock.

4.22. COMPLIANCE WITH LAWS. The Company has complied in all material
respects with all laws, regulations and orders applicable to the conduct of its
business, and the Company possesses all permits, licenses and other approvals
and authorizations of all governmental agencies which are necessary to the
conduct of its business, and all said permits, licenses and other approvals and
authorizations are in full force and effect. The Company has not received any
notice of, and is not aware of any material violation of, any zoning regulation
or ordinance or of any law, order, regulation or requirement relating to the
operation of its business which remains uncured or which has not been dismissed.

4.23. RECENT TRANSACTIONS. Except as shown on the Exhibits delivered
in connection herewith, the business of the Company has been conducted
diligently and only in the ordinary course and the Company has not (a) incurred
or become subject to any obligation or liability, (absolute or contingent),
except current liabilities incurred in the ordinary course of business of the
Company, and under contracts entered into in the ordinary course of business of
the Company, none of which involves potential liability in excess of $5,000 or
is not cancelable in thirty (30) days or less notice without penalty or
liquidated damages; (b) discharged or satisfied any lien or encumbrance, or paid
any obligation, (tangible or intangible), other than liabilities shown on the
Balance Sheet and current liabilities incurred since the date of the said
Balance Sheet in the ordinary course of business of the Company; (c) mortgaged,
pledged or subjected to lien, charge or any other encumbrance, any of its
assets, real or personal, tangible or intangible; (d) sold or transferred any of
its assets, property or rights, or canceled any debts or claims except in each
case in the ordinary course of business of the Company, or entered into any
agreement or arrangement granting any preferential rights to purchase any of its
assets, property or rights or which requires consent of any third party to the
transfer and assignment of any of its assets, property or rights; (e) suffered
any extraordinary losses, (whether or not covered by insurance), or waived any
rights of substantial value; (f) made or permitted any amendment or termination
of any contract, agreement or license to which it is a party, otherwise than in
the ordinary course of business; (g) through negotiation or otherwise, made any
commitment or incurred any liability to any labor organization; (h) made capital
expenditures or entered into agreements therefor aggregating more than $5,000;
(i) issued any stock, bonds or any other corporate securities or granted any
options, warrants or other rights calling for the issuance thereof; (j) amended
its Articles of Incorporation or By-Laws.

4.24. WARRANTIES. There are no pending claims against the Company or
its insurers for breach of any warranty, or with respect to liability for
defective products or services.

4.25. BROKERS AND FINDER. Seller has not entered into an agreement
with any person,

10
<PAGE>

firm or corporation, or become indirectly a party to any such agreement, nor has
he taken any action or is he aware of any facts which would result in the
assertion of any liability or claim for the payment of any commission, brokerage
or finder's fee in connection with his execution of this Agreement or the
consummation of transactions contemplated herein.

4.26. ACCOUNTS RECEIVABLE. Marked as Schedule 4.26 hereto and
delivered to Buyer is a complete list, appropriately aged, of the accounts
receivable of the Company as a date within ten (10) days of the date hereof.
Such accounts receivable of Company are valid and collectible in full and are
not subject to defense, set-off or counterclaim on the part of the account
debtor or any known assignee of any of such accounts except for the amount of
the allowance for uncollectible accounts shown on the Schedule.

4.27. DISCLOSURE. All material facts regarding the assets, business,
operations, financial condition and prospects of the Company are reflected in
the Balance Sheet, or have been disclosed herein, or have been disclosed to
Buyer in writing set forth as Exhibit 4.27 hereto. No representation or
warranty by the Seller contained in this agreement, and no statement contained
in any certificate, schedule, exhibit, list or other writing furnished to Buyer
pursuant to the provisions hereof or in connection with the negotiation hereof,
contains any untrue statement of any material fact or omits to state a material
fact necessary in order to make the statements herein not misleading.

4.28. UPDATE. The Seller will promptly advise the Buyer in writing
of any changes in any of the representations, warranties or Exhibits herein and
these representations and warranties shall be true and correct as of the date of
the Closing as well as the date hereof, and Seller will provide Buyer with
quarterly and annual balance sheets and income statements of the Company from
the date hereof through the Closing Date.

5. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer warrants and represents
to the Seller and Shareholders as follows:

5.01. ORGANIZATION. With the exception of items in Exhibit 5.0l, the
Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of California and has corporate power and authority
to own, lease, license and operate its business and assets. The Buyer is duly
qualified to transact business as a foreign corporation and is in good standing
in each jurisdiction where the nature of its business makes such qualification
necessary or the failure to so qualify would have a material adverse effect on
its business.

5.02. CAPITAL. The authorized capital stock of Buyer consists of
100,000,000 shares of Common Stock of which 4,568,245 shares of Common Stock are
currently issued and outstanding and 100,000,000 shares of Preferred Stock of
which no shares are issued and outstanding. All of the issued and out-standing
shares are duly and validly issued, fully paid and nonassessable. There are no
outstanding subscriptions, options, rights, warrants, convertible

11
<PAGE>

securities, or other agreements or commitments obligating Buyer to issue or to
transfer from treasury any additional shares of its capital stock of any class,
except as set forth in Exhibit 5.02 hereto.

5.03. SUBSIDIARIES. Buyer does not have any subsidiaries or own any
interest in any other enterprise (whether or not such enterprise is a
corporation) except as set forth in Exhibit 5.03.

5.04. FINANCIAL STATEMENTS. The balance sheets of Buyer and the
financial statements set forth in Buyer's reports to the U.S. Securities and
Exchange Commission have been prepared in accordance with generally accepted
accounting principles and practices consistently followed by Buyer throughout
the periods indicated, and fairly present the financial position of Buyer as of
the dates of the balance sheets included in the financial statements, and the
results of operations for the period indicated. Except as provided for or
reserved against in the Balance Sheet dated May 31, 1997, (the "Balance
Sheet"), and except for liabilities incurred in the ordinary course of the
business of the Company after the date of the balance sheet and liabilities set
forth on any of the exhibits delivered in connection herewith, there are no
liabilities of any kind, whether accrued, absolute, contingent or otherwise and
whether or not determined or determinable.

5.05. ABSENCE OF CHANGES. Except as set forth in the Exhibits
herein, there has not been any change in the financial condition or operations
of Buyer, except for changes in the ordinary course of business, which changes
have not in the aggregate been materially adverse.

5.06. INVESTIGATION OF FINANCIAL CONDITION. Without in any manner
reducing or otherwise mitigating the representations contained herein, Sellers
shall have the opportunity to meet with Buyer's accountants and attorneys to
discuss the operation and financial condition of Buyer. Buyer shall make
available to Seller all books and records of Buyer.

5.07. LITIGATION. Except as set forth in Exhibit 5.07, Buyer is not
a party to any suit, action, arbitration, or legal, administrative, or other
proceeding, or governmental investigation pending or, to the best knowledge of
Buyer, threatened against or affecting Buyer or its business, assets, or
financial condition. Buyer is not in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court, department
agency, or instrumentality.

5.08. AUTHORITY. The Board of Directors of Buyer has authorized the
execution of this Agreement and the transactions contemplated herein, and Buyer
has full power and authority to execute, deliver and perform this Agreement and
this Agreement is the legal, valid and binding obligation of Buyer, is
enforceable in accordance with its terms and conditions, except as may be
limited by bankruptcy and insolvency laws and by other laws affecting the rights
of creditors generally.

12
<PAGE>

5.09. ABILITY TO CARRY OUT OBLIGATIONS. The execution and delivery
of this Agreement by Buyer and the performance by Buyer will not conflict with
or result in (a) any breach or violation of any of the provisions of or
constitute a default under any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw, or other agreement or
instrument to which Buyer is a party, or by which it may be bound, nor will any
consents or authorizations of any party other than those hereto be required, (b)
an event that would permit any party to any agreement or instrument to terminate
it or to accelerate the maturity of any indebtedness or other obligation of
Buyer, or 8 an event that would result in the creation or imposition of any
lien, charge, or encumbrance on any asset of Buyer.

5.10. VALIDITY OF BUYER'S SHARES. The shares of Buyer's Common Stock
to be delivered pursuant to this Agreement, when issued in accordance with the
provisions of this Agreement, will be duly authorized, validly issued, fully
paid and nonassessable.

5.11. ARTICLES AND BY-LAWS. The copies of the Articles of
Incorporation and all amendments thereto of the Buyer, as certified by the
Secretary of the Buyer and of the By-Laws, as amended to the date hereof, of the
Buyer, as certified by its Secretary, which have heretofore been delivered to
Seller are complete and correct copies of the Articles of Incorporation and
By-Laws of the Buyer as amended and in effect on the date of the Closing. All
minutes of the Buyer are contained in minute books of the Buyer heretofore
furnished to Seller for examination and are being delivered to Seller at the
Closing, and no minutes have been included in such minute books since such
examination by the Seller that have not also been furnished to Seller.

5.12. TAXES. The amount of the provision for liability for taxes on
the Balance Sheet is sufficient for the payment of all unpaid federal, state and
local income, franchise and property taxes of the Buyer accrued for or
applicable to the period ended on the date of said Balance Sheet and all years
and periods prior thereto. The Buyer has collected or paid all applicable local
tax returns, intangible tax returns and other tax returns which are required to
be filed by it, and such returns and reports are true and correct. The Buyer
has prepared and filed all Federal, State and County and local income, excise
and other tax returns required to be filed by it and all such returns are true
and correct. The Buyer has paid all taxes which have become due pursuant to
such returns or pursuant to any assessment received by it. The Federal income
tax returns of the Buyer have not been examined by the Internal Revenue Service.
The Buyer has not incurred any tax liabilities other than in the ordinary course
of business; there are no tax liens upon any of the properties or assets, real,
personal or mixed, tangible or intangible, of the Buyer, (except for liens of
taxes not yet due); and, except as reflected in the Balance Sheet, there are no
pending questions relating to, or claims asserted for, taxes or assessments
against the Buyer, and there is no basis for any such question or claim. Seller
is aware there is a need to amend the payroll tax. As of this date it has not
been determined how much. Buyer will notify Seller of final result.

5.13. PATENTS, TRADEMARKS, TRADE NAMES, PROGRAMS, ETC. Exhibit 4.08
hereto contains an accurate and complete description of all patents, trademarks,
trade names, assumed names,

13
<PAGE>

computer programs, licenses, franchises and copyrights, and any applications
therefore, presently owned, held by, or used by the Buyer, or under which the
Buyer owns or holds any license. No products or services of the Buyer, nor any
patents, formula, processes, know-how, trade secrets, trademarks, trade names,
assumed names, copyrights or designations used in the business of the Buyer
infringe on any patents, trademarks, copyrights or any other rights of any
person. The Buyer has the right to market its products and services and conduct
its business as currently being conducted. The Buyer does not know or has any
reason to believe that there are any claims or rights of any third parties of
infringement or any conflict with the rights of third parties and the Buyer is
not in receipt of any notice or complaint of any infringement or conflict with
the rights of others in any patents, copyrights, trademarks or trade names, or
computer programs, trade secrets or any other proprietary rights. No claims
have been made by the Buyer of any infringement or conflicts by others with the
rights of the Buyer with respect to any patents, copyrights, trademarks,
computer programs, formulations, trade names, trade secrets or proprietary
information used in the Buyer's business. The Buyer does not know of any basis
for the making of any such claim. No officer, director, employee or consultant
of the Buyer owns, directly or indirectly, in whole or in part, any patents,
copyrights, trademarks, trade names, computer programs, or any trade secrets or
proprietary information which are presently being used in the Buyer's business.

5.14. INSURANCE. The Buyer has in force and effect and is covered
under policies of insurance covering such risks and in amounts adequate for the
size and scope of its business. Until such time as new management can review
such policies, Touch Tone America, Inc. is required to keep all insurance
policies, (liability and otherwise), in full force and effect. A description of
its insurance policies is set forth in Exhibit 5.14.

5.15. ASSETS. The Buyer has good and marketable title to all of its
properties, free and clear of all liens and encumbrances except as noted in the
Balance Sheet and set forth in detail in Exhibit 5.15. hereto. The properties
and assets of the Buyer are in good repair and condition and are adequate for
the conduct of the business of the Buyer as now being conducted and for the
anticipated growth of the Buyer's business. The assets of the Buyer will
include those operations and investments set forth in detail in Exhibit 5.15.
In the event Buyer is required to pay additional consideration to acquire such
rights, operations or investments, such payments shall reduce the Buyer shares
due Sellers herein by the same amount.

5.16. BANKING ARRANGEMENTS. Set forth as Exhibit 5.16 hereto and
delivered to Seller is a complete list of each bank in which the Buyer has an
account, line of credit, or other banking arrangement and the account number,
balance and signatories of each such account, line of credit and loan.

5.17. EMPLOYEES. Set forth in Exhibit 5.17 hereto and delivered to
Seller is a complete list setting forth the name, current annual salaries of all
officers, directors and employees of the Buyer, together with copies of any
employment agreements or other

14
<PAGE>

employment commitments of the Buyer.

5.18. PURCHASE COMMITMENTS. The Buyer has performed, in all material
respects, all of the obligations required to be performed by it to date under
all purchase agreements and purchase orders as conditions precedent to the
delivery of the items called for therein. No such purchase commitment is in
excess of the ordinary, common and usual requirements of the business of the
Buyer.

5.19. COMMITMENTS. The Buyer has performed, in all material
respects, all of the obligations required to be performed by it to date under
all of its sales, rental, service and franchise agreements and commitments. No
information has come to the attention of the Buyer which would tend to indicate
that any of the customers of the Buyer are currently, or are likely to become,
unable to perform under the terms of any agreement or commitment entered into
with it. All leases entered into by the Buyer involving aggregate rentals in
excess of $5,000 are set forth in Exhibit 5.19 and have been delivered to
Seller.

5.20. AGENCY AGREEMENTS. Set forth in Exhibit 4.15 hereto and
delivered to Seller are copies of all agreements and other commitments with
franchisees, distributors, dealers, sales representatives, consultants and other
agencies and entities engaged or utilized by the Buyer.

5.21. LABOR AGREEMENTS AND POLICIES. The Buyer is not a party to or
bound by any collective bargaining agreement and the Buyer is not aware of any
attempt to organize any of the employees of the Buyer. There are no strikes or
other labor disputes pending, or to the knowledge of the Buyer, threatened
against the Buyer. The Buyer has complied in all material respects with the
Fair Labor Standards Act, Occupational Safety and Health Act, Equal Employment
Opportunity and all other applicable Federal and State laws regarding employment
and in respect to hours worked by and payments made to the employees of the
Buyer.

5.22. EMPLOYMENT BENEFIT PLANS. Set forth in Exhibit 5.22 hereto and
delivered to Seller are copies of all pension, retirement, profit-sharing,
bonus, deferred compensation, stock option, stock purchase, severance pay,
vacation policy and pay, medical, dental, life insurance, death benefit and
other plans or agreements providing benefits to employees of the Buyer. There
are no unfunded liabilities attributed to any employee benefit plans providing
benefits to employees of the Buyer, and none will arise upon the termination of
any such plans. The Buyer is in full compliance with all laws, rules and
regulations governing employee benefits. The Buyer has an established policy
that its employees may not accrue vacation time beyond the period of 12 months.

5.23. OTHER MATERIAL CONTRACTS AND COMMITMENTS. Set forth in Exhibit
5.23 and delivered to Seller are copies of all material contracts, agreements,
instruments and other commitments to which the Buyer is a party and which are
not included in other exhibits hereto. Except as included in said Exhibit 4.18
and such other exhibits to this Agreement, the Buyer is

15
<PAGE>

not a party to or bound by any written or oral (a) material contract, agreement
or other instrument or understanding creating a liability; (b) material lease,
mortgage, pledge, conditional sales contract, security agreement, factoring
agreement or other similar agreement with respect to any real or personal
property, whether as lessor or lessee or otherwise; (c) material agreement or
arrangement for the borrowing of money or for a line of credit; (d) agreement or
arrangement any for the sale of the assets of the Buyer or for the grant of any
preferential rights to purchase any of the assets, property or rights of the
Buyer or for the transfer or the assignment thereof other than the ordinary
course of business of the Buyer; (e) guarantee, surety, subordination or other
agreement for related type of agreement or arrangement; (f) agreement of any
kind with any director or officer or with any associate of any such person; (g)
material agreement or commitment for capital expenditures or for the acquisition
of fixed assets. As used in this Section 4.18, the term "material" refers to
any contract, agreement, commitment, instrument or understanding involving a
liability, actual or potential, in excess of $5,000.

5.24. PERFORMANCE OF OBLIGATIONS. The Buyer has performed all of the
material obligations required to be performed by it and is not in material
default under any of the agreements, leases, contracts, or other documents to
which it is a party. No party with whom the Buyer has an agreement or
commitment is in material default thereof. As used in this Section 4.19, the
term "material" refers to a default involving more than $500 or which, when
aggregated with other defaults, would exceed $2,000, or which would give the
nondefaulting party a right to cancel or terminate such defaulted agreement or
obligation.

5.25. CONFLICT. Neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will conflict with or
result in a breach of, or give rise to, or termination of, or accelerate the
maturity of or the performance required by any terms of the Articles of
Incorporation or By-laws or any indenture, loan agreement, lease or other
agreement or arrangement of the Buyer, or constitute a default thereunder, or
result in the creation of any lien, charge or encumbrance upon any of the assets
or properties of the Buyer.

5.26. LITIGATION, ETC. Except as set forth in Exhibit 5.26 hereto
and delivered to Seller, there is no investigation by any governmental agency or
any legal proceedings pending, or to the best knowledge of the Buyer, threatened
against the Buyer, or the property, assets or good will thereof, and there is no
out-standing order, writ, injunction or decree of any court or governmental
agency against or affecting the Buyer, or against or affecting its business,
property, assets, good will or common stock.

5.27. COMPLIANCE WITH LAWS. The Buyer has complied in all material
respects with all laws, regulations and orders applicable to the conduct of its
business, and the Buyer possesses all permits, licenses and other approvals and
authorizations of all governmental agencies which are necessary to the conduct
of its business and all said permits, licenses and other approvals and
authorizations are in full force and effect. The Buyer has not received any
notice of, and is not aware of any material violation of, any zoning regulation
or ordinance or of any law, order,

16
<PAGE>

regulation or requirement relating to the operation of its business which
remains uncured or which has not been dismissed.

5.28. RECENT TRANSACTIONS. Except as shown on the Exhibits delivered
in connection herewith, the business of the Buyer has been conducted diligently
and only in the ordinary course and the Buyer has not (a) incurred or become
subject to any obligation or liability (absolute or contingent) except current
liabilities incurred in the ordinary course of business of the Buyer and under
contracts entered into in the ordinary course of business of the Buyer, none of
which involves potential liability in excess of $5,000 or is not cancelable in
thirty days or less notice without penalty or liquidated damages; (b) discharged
or satisfied any lien or encumbrance or paid any obligation (tangible or
intangible) other than liabilities shown on the Balance Sheet and current
liabilities incurred since the date of the said Balance Sheet in the ordinary
course of business of the Buyer; (c) mortgaged, pledged or subjected to lien,
charge or any other encumbrance, any of its assets, real or personal tangible or
intangible; (d) sold or transferred any of its assets, property or rights or
canceled any debts or claims except in each case in the ordinary course of
business of the Buyer, or entered into any agreement or arrangement granting any
preferential rights to purchase any of its assets, property or rights or which
requires consent of any third party to the transfer and assignment of any of its
assets, property or rights; (e) suffered any extraordinary losses (whether or
not covered by insurance) or waived any rights of substantial value; (f) made or
permitted any amendment or termination of any contract, agreement or license to
which it is a party, otherwise than in the ordinary course of business; (g)
through negotiation or otherwise, made any commitment or incurred any liability
to any labor organization; (h) made capital expenditures or entered into
agreements therefor aggregating more than $5,000; (i) issued any stock, bonds or
any other corporate securities or granted any options, warrants or other rights
calling for the issuance thereof; (j) amended its Articles of Incorporation or
By-Laws.

5.29. WARRANTIES. There are no pending claims against the Buyer or
its insurers for breach of any warranty or with respect to liability for
defective products or services.

5.30. BROKERS AND FINDER. Buyer has not entered into an agreement
with any person, firm or corporation, or become indirectly a party to any such
agreement nor has he taken any action or is he aware of any facts which would
result in the assertion of any liability or claim for the payment of any
commission, brokerage or finder's fee in connection with his execution of this
Agreement or the consummation of transactions contemplated herein.

5.31. ACCOUNTS RECEIVABLE. Marked as Schedule 5.31 hereto and
delivered to Seller is a complete list, appropriately aged, of the accounts
receivable of the Buyer as a date within ten (10) days of the date hereof. Such
accounts receivable of Buyer are valid and collectible in full and are not
subject to defense, set-off or counterclaim on the part of the account debtor or
any known assignee of any of such accounts except for the amount of the
allowance for uncollectible accounts shown on the Schedule.

17
<PAGE>

5.32. DISCLOSURE. All material facts regarding the assets, business,
operations, financial condition and prospects of the Buyer are reflected in the
Balance Sheet, or have been disclosed herein, or have been disclosed to Buyer in
writing set forth as Exhibit 5.32 hereto. No representation or warranty by the
Buyer contained in this agreement and no statement contained in any certificate,
schedule, exhibit, list or other writing furnished to Seller pursuant to the
provisions hereof or in connection with the negotiation hereof, contains any
untrue statement of any material fact or omits to state a material fact
necessary in order to make the statements herein not misleading.

5.33. UPDATE. The Buyer will promptly advise the Seller in writing
of any changes in any of the representations, warranties or Exhibits herein and
these representations and warranties shall be true and correct as of the date of
the Closing as well as the date hereof, and Buyer will provide Seller with
quarterly and annual balance sheets and income statements of the Buyer from the
date hereof through the Closing Date.

6. OBLIGATIONS OF BOTH PARTIES PRIOR TO CLOSING DATE. During the period
from the date hereof to the Closing date, both parties shall cause the
following:

6.01. Refrain from doing any of the types of acts described in
paragraph 4.23 hereof, or entering into any of the types of contracts,
agreements, instruments or other commitments of the nature described or referred
to in paragraph 4.18 hereof, without the prior written consent of the other
party.

6.02. Give each party's representative full access, during normal
business hours and upon reasonable notice, to all of the assets, properties,
books, financial records, accounts and sales records of each party, working
papers of its accountants, agreements and commitments of each party, and furnish
each parties' representatives all such information concerning the business of
each party, as each party may request, including copies of all the documents
described in this Agreement and the exhibits hereto; provided, however, that any
furnishing of such information to each party for investigation by each party
shall not affect the right of each party to rely upon the representations and
warranties made by each party in this Agreement; and provided, further, that
each party will hold in strictest confidence all documents and information
concerning the other party, and, if the transactions contemplated in this
Agreement shall not be consummated, shall maintain such confidence and
immediately thereafter return all such documents to the other party.

6.03. Conduct its business and operations in the manner in which the
same had heretofore been conducted, except as other-wise consented to by each
party and in conformity with all applicable laws, maintain its properties in
good repair and operating condition, and maintain its books of accounts in a
manner which accurately reflects all items of its income, expenses and
liabilities, in accordance with generally accepted accounting principles
consistently

18
<PAGE>

applied.

6.04. Use its best efforts to maintain and preserve its business
organization and to preserve its relationships with its customers, suppliers,
employees and others having business relations with it, to the extent that the
going business of each party shall be unimpaired at the Closing.

6.05. Not to merge or consolidate with, or agree to sell any of the
operations being conducted by it, or (otherwise than in the ordinary course of
business) any of its assets necessary to or utilized in connection with such
operations to any other organization, or enter into any agreement to do any of
the foregoing, in each case without the prior consent of the other party.

6.06. Deliver to each party promptly after they become available
balance sheet and income statement and its subsidiaries, certified by the
Company's accountants for the fiscal period ending September 30, 1997, and
copies of all communications to its Stockholders.

6.07. Not to take any action or omit to take any action if the effect
thereof is or may be to cause any of the representations or warranties of either
party to be inaccurate or incomplete in any respect as if such representations
or warranties were made at and as of the Closing.

6.08. Not to declare or pay any dividend or other distributions of
any shares of its capital stock or issue any capital stock or any security
convertible into its capital stock or options to purchase its capital stock
except in any transactions disclosed in Exhibit 6.08 hereto.

From and after the date of this Agreement and until the Closing Date (the
"Interim Period"):

6.09. Each Party's OPERATION OF BUSINESS. Each party shall operate
its business only in the usual, regular and ordinary manner and, to the extent
consistent with such operation, keep the business organization intact and
preserve the present business relationships with customers, suppliers and others
having business dealings with each party.

6.10. CERTAIN TRANSACTIONS. Neither party shall enter into any
transaction, take any action nor fail to take any action which would result in,
or could reasonably be expected to result in or cause, any of the
representations, warranties, disclosures, agreements or covenants of either
party contained in this Agreement, the exhibits hereto or any document delivered
pursuant to this Agreement or in connection with the consummation of the
transactions contemplated hereby, not being true and complete at and as of the
time immediately after the occurrence of such transaction or the action is taken
or failed to be taken and also on the Closing Date. Notwithstanding anything to
the contrary herein, each party shall be entitled to split its stock, increase
its authorized shares and issue shares of its common and preferred stock.

19
<PAGE>

6.11. CORPORATE ACTION; APPROVALS AND CONSENTS. Each party shall
take or cause to be taken all action and will use its best efforts to obtain in
writing as promptly as possible all approvals and consents required to be
obtained in order to effectuate the consummation of the transactions
contemplated hereby.

6.12. ADVICE OF CHANGES. During the Interim Period, each party shall
promptly advise the other party in writing of any fact which, if existing or
known at the date of this Agreement, would have been required to be set forth in
or disclosed pursuant to this Agreement.

6.13. ACCESS TO PROPERTIES AND RECORDS. Each party and their
counsel, accountants and other representatives shall be given full access during
normal business hours to all of the properties, personnel, books, tax returns,
contracts, commitments and records of their other party and shall be furnished
with all such documents and information with respect to the affairs of the other
party or their counsel or accountants may from time to time reasonably request.

6.14. CARRY ON IN REGULAR COURSE. Each party shall carry on its
business diligently and substantially in the same manner as heretobefore with
such changes as agreed upon by its Board of Directors..

6.15. CONTRACTS AND COMMITMENTS. Except as otherwise provided
herein, neither party shall enter into any contract or commitment or engage in
any transaction not in the usual and ordinary course of business and consistent
with past practices without the written consent of the other party..

6.16. COMPLIANCE WITH LAWS. Each party will duly comply with all
applicable laws as may be required for the valid and effective consummation of
the transactions contemplated by this Agreement.

7. CONDITIONS TO OBLIGATIONS OF EACH PARTY.

Each party's obligations under this Agreement are subject to the
satisfaction at or prior to the Closing of each of the following conditions (all
or any of which may be waived in writing in full or in part by each party):

(a) The representations and the warranties of each party set forth in
this Agreement shall be true and complete in all material respects as of the
Closing date. All of the terms, provisions and conditions of this Agreement to
be performed or complied with by each party before the Closing shall have duly
been complied with and performed;

(b) Each party shall receive at the Closing legal title to all of the
certificates representing the Shares, free and clear of all liens, pledges,
encumbrances of any kind, nature or description, with exception of legends
referenced in Section 3.

20
<PAGE>

(c) Each party shall have received an opinion of counsel dated the
Closing and addressed to the other party to the same effect of Sections 4.03 and
4.05 of this Agreement, and to the further effect that (i) this Agreement has
been duly executed by, and is a valid and binding obligation, except that such
counsel may assume, unless having reason to believe otherwise, the legal
capacity and genuineness of all signatures; (ii) based on statements and
representations to such counsel, which such counsel has no reason to believe are
inaccurate, and the share certificates relating to the Shares and books of the
Company which such counsel has examined, each party owns and is transferring at
the Closing, good, valid and marketable title to the number of shares set forth
in Section 1.01 hereof free and clear of all liens, options, charges and
encumbrances whatsoever; (iii) to the best knowledge of such counsel, each party
has good and marketable title to all of its properties and assets, subject to no
mortgage, pledge, lien, conditional sale agreement, encumbrance, or charge,
other than encumbrances reflected on the balance sheet dated May 31, 1997; (iv)
except as may be specified by such counsel such counsel does not know of any
action, proceeding, or investigation pending or threatened against, or relating
to it, its properties or business, the Shares, the capital stock, or the
transactions contemplated by this Agreement; (v) neither the execution or
delivery of this Agreement nor the consummation of the transactions contemplated
hereby: (a) violates or will violate or conflicts or will conflict with, or
constitutes a default under or will constitute a default under, any term or
provision of the Articles of Incorporation or the By-Laws, as amended, to the
best knowledge of such counsel, of any contract, commitment or other agreement,
understanding, arrangement, restriction of which either party is bound; (b) will
cause, or give any person grounds to cause (with or without notice the passage
of time or both) the maturity of any liability or obligation to be accelerated,
or will increase any such liability or obligation; or will give any person, firm
or corporation with which a party has any contractual relations the right to
cancel or amend such contractual relations, or (c) violates or will violate any
statute, law or any rule, regulation or order of any court or other governmental
authority.

(d) Each party shall have received the audited balance sheet as of May
31, 1997 and Statement of Income for the period then ending and completed its
due diligence investigation, which shall disclose no adverse trend in the
financial condition, business, operations, prospects, properties or assets of
the other party in the other party's sole opinion.

(e) Company has entered into an employment agreement with Kerry Rogers
for his employment by the company after the Closing on such terms that are
acceptable to Buyer and Rogers.

8. INDEMNIFICATION.

8.01. SURVIVAL. All agreements, representations, statements and
warranties contained herein or in any certificate, schedule, list, document, or
other writing, delivered pursuant hereto or in connection with the transactions
contemplated herein shall survive the execution and delivery of this Agreement,
the Closing of the transactions contemplated herein and any

21
<PAGE>

investigation made at any time with respect to any of the foregoing or any
information the parties may have in respect thereto.

8.02. SELLER HOLD HARMLESS. Seller covenants and agrees with Buyer
that it will hold Buyer harmless from and hereby indemnify Buyer against any
and all damages, costs, expenses or other liabilities, including reasonable
attorney's fees (herein called "Damages") resulting to Buyer or the Company and
arising from the inaccuracy or the breach of any one or more of the
representations, warranties, covenants, statements or agreements made by Seller
in this Agreement or in connection with the transactions contemplated herein.

8.03. BUYER'S NOTICE. If at any time after the Closing Buyer has
reason to believe that it is entitled to indemnification under Section 8.02, or
any claim or dispute exists that could, unless successfully defended, entitle
Buyer to indemnification under Section 8.02, Buyer shall give notice to Seller
of the facts entitling Buyer to indemnification or the nature of the claim or
dispute. The Seller shall have the right to defend, settle or compromise any
third party claim or dispute that would entitle Buyer to indemnification at the
Seller's own expense using counsel of their choice which counsel shall be
reasonably acceptable to Buyer. If the Seller refuses or fails promptly to
defend or compromise any such claim or dispute, or in the event Seller's defense
of such claim or dispute is not successful, or if Buyer is otherwise entitled to
indemnification under Section 8.02, the Seller will promptly pay or reimburse
Buyer in the full amount of any Damages which Buyer becomes obligated to pay or
pays or suffers at any time as a result of any of the matters specified in
Section 8.02.

8.04. COMPANY AND BUYER'S HOLD HARMLESS. Buyer covenants and agrees
with Seller that it will hold Seller harmless from and hereby indemnifies Seller
against any and all damages, costs, expenses or other liabilities, including
reasonable attorney's fees (herein called "Damages") resulting to Seller and
arising from the inaccuracy or the breach of any one or more of the
representations, warranties, covenants, statements or agreements made by Buyer
in this Agreement or in connection with the transactions contemplated herein.

8.05. NOTICE. If at any time after the Closing Seller has reason to
believe that he is entitled to indemnification under Section 8.04, or any claim
or dispute exists that could, unless successfully defended, entitle Seller to
indemnification under Section 8.04, Seller shall give notice to Buyer of the
facts entitling Seller to indemnification or the nature of the claim or dispute.
Buyer shall have the right to defend, settle or compromise any third party claim
or dispute that would entitle Seller to indemnification at the Buyer's own
expense through counsel of its choice. If the Buyer refuses or fails promptly to
defend or compromise any such claim or dispute, or in the event Buyer's defense
of such claim or dispute is not successful, or if Seller is otherwise entitled
to indemnification under Section 8.04, the Buyer will promptly pay or reimburse
Seller in the full amount of any Damages which Seller becomes obligated to pay
or pays or suffers at any time as a result of any of the matters specified in
Section 8.04.

22
<PAGE>

9. TERMINATION.

This agreement may be terminated prior to the Closing as follows:

9.01. TERMINATION WITHOUT LIABILITY. Buyer may terminate this
Agreement by giving written notice to the Seller without conferring liability,
in the event that the conditions specified in Section 7 of this Agreement are
not satisfied or waived at the Closing.

9.02. TERMINATION WITHOUT LIABILITY. Seller may terminate this
Agreement by giving written notice to Buyer without conferring liability, in the
event that the conditions specified in Section 8 of this Agreement are not
satisfied or waived at the Closing.

9.03. TERMINATION WITHOUT EFFECT ON LIABILITY. Buyer or Seller may
terminate this Agreement by giving written notice to the other party at or prior
to the Closing, without prejudice to any rights it or they may have if the other
party has failed in the observance or in the due and timely performance of any
of its material covenants or agreements contained herein, and such failure is
due to the fault of the other party, or if there shall have been a material
breach of the other party's warranties and representations herein contained.

9.04. EXHIBITS. At the time of execution hereof all Exhibits
required herein may not have been completed. The parties agree to use their
best efforts to complete the Exhibits as soon as practicable. If such Exhibits
are not completed on or prior to September 15, 1997, or the information
contained therein is deemed by a party to be unsatisfactory, and such party
gives notice to the other party within ten (10) days of receipt of such Exhibit,
this Agreement shall be null and void and have no further effect.

10. MISCELLANEOUS.

10.01. NOTICES. All notices, requests, demands, or other
communications hereunder shall be in writing and shall be deemed to have been
duly given when sent by certified mail, return receipt requested:

(I) If to Buyer, addressed to:

Touch Tone America, Inc.
4110 North Scottsdale Road Suite 170
Scottsdale, Arizona 85251

With a copy to:
Gary Blume
11807 Tatum Blvd Suite 108
Pheonix, AZ 85028

23
<PAGE>

(ii) If to Sellers, addressed to:

Orix Global Communications, Inc.
1771 E. Flamingo Road., Suite #B-200
Las Vegas, Nevada 89119

With a copy to:

Bruce Voss, Esquire
General Counsel

or such other address as Buyer or Sellers shall designate by notice given as
provided herein.

10.02. PUBLIC ANNOUNCEMENTS. No public announcement of the
transactions provided for herein shall be made by the Seller unless the same
shall be approved in advance in writing by Buyer.

10.03. EXPENSES. Except as otherwise expressly provided herein, each
of the parties hereto shall pay its or his own fees and expenses incident to the
negotiation, preparation, execution and consummation of this Agreement,
including all fees and expenses of their respective counsel and accountants
incurred in connection with this Agreement and all other agreements, documents,
certificates, applications and other instruments prepared in connection
herewith.

10.04. SUCCESSORS. This Agreement shall inure to the benefit of and
be binding upon the Seller and its heirs, legal representatives and successors
and permitted assigns, and Buyer and its respective successors and permitted
assigns.

10.05. LAW TO APPLY. This Agreement shall be construed and enforced
in accordance with the laws of the State of Nevada. The parties hereby agree
that dispute concerning this Agreement or the construction or enforcement
thereof shall be resolved by binding arbitration before the American Arbitration
Association.

10.06. ASSIGNMENT. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other parties hereto.

10.07. ENTIRE AGREEMENT. This Agreement contains the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior arrangements, proposals or understandings, written
or oral, by or among any of the parties hereto with respect to such purchase and
sale or other transactions, which arrangements, proposals and under-standings
shall be of no further force and effect. No amendment or modification of this
Agreement shall be effective for any purpose unless the same shall be in writing
signed by all

24
<PAGE>

of the parties hereto or their successors in interest.

10.08. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

10.09. SECTION HEADINGS. The section headings herein are for
convenience only and shall not affect the construction hereof.

10.10. SUBSEQUENT ACQUISITIONS AND MERGERS.

(a) The parties acknowledge that Buyer has embarked on a program
of acquisition and merger in order to grow its business. Notwithstanding any
contrary provision in this Agreement, any such transaction is expressly
permitted hereby and shall not constitute a breach of any representation,
warranty, term or condition in this Agreement.

(b) During the period from the date of this Agreement to the
Closing date, the Seller shall bring all acquisition candidates to the attention
of Buyer and the Seller shall cause the Company to, refrain from taking any
action to, directly or indirectly, encourage, initiate or engage in discussions
or negotiations with, or provide any information to, any other person, firm,
corporation or other entity or group, other than Buyer concerning any
acquisition candidates.

11.0 CONDITION TO PERFORMANCE.

11.1 CONDITIONS PRECEDENT TO PERFORMANCE. This Agreement, and any
performance hereunder, is specifically subject to, as the following express
conditions precedent,

a. The Buyer and Seller shall have received all permits, authorizations,
regulatory approvals and third party consents necessary for the consummation of
the acquisition, and all applicable legal requirements shall have been
satisfied.

a. All of Seller's shareholders shall have approved this Agreement. Buyer and
Seller shall have the corporate authority to enter into this Agreement.

c. Each party and its agents, attorneys and representatives shall have full
and free access to the properties, book and records of the other party (the
confidentiality of which the investigating party agrees to retain) for purposes
of conducting investigations of the other party.

d. Proper and legal approval of the shareholders of Touch Tone America, Inc.,
as required and necessary in conformity with all requirements of the By-Laws of
Touch Tone America, Inc., and the Corporation Law of the State of California of
the transaction contemplated under this

25
<PAGE>

Agreement as well as all other matters necessary to give effect to this
transaction determined in the sole discretion of Orix Global Communications,
Inc. This approval must be by December 15,1997 unless mutually extended, or
this Agreement is null and void. All expenses relating to seeking and obtaining
Shareholder approval are to be borne by Touch Tone America, Inc., whether such
approval is successful or not.

e. Seller will not have a net worth less than $500,000.

f. Buyer shall have filed all reports required under Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.

g. The Buyer will be in good standing and in full compliance with the NASDAQ
rules and regulations, and the common stock of the Buyer will be listed with the
NASDAQ SmallCap Market, and will remain listed with such Market following any
decision and action taken by NASDAQ concerning Buyer's compliance with NASDAQ
rules and regulations whether or not such decision or action follows a review or
hearing. Buyer must also satisfy any and all conditions established by the
NASDAQ for the Buyer to maintain its listed status, and perform any and all
representations and undertakings made to the NASDAQ.

11.2 CONDITION SUBSEQUENT TO PERFORMANCE. This Agreement, and any
performance hereunder, is specifically subject to, as an express condition
subsequent, namely that the Buyer will be in good standing and in full
compliance with the NASDAQ rules and regulations, and the common stock of the
Buyer will be listed with the NASDAQ SmallCap Market, and will remain listed
with such Market following any decision and action taken by NASDAQ concerning
Buyer's compliance with NASDAQ rules and regulations whether or not such
decision or action follows a review or hearing, in no event for a period of no
less than 150 days from the date of Closing. Buyer must also satisfy any and
all conditions established during such period by the NASDAQ for the Buyer to
maintain its listed status, and perform any and all representations and
undertakings made to the NASDAQ.

11.3 FAILURE TO SATISFY CONDITIONS. Should Buyer fail to satisfy any of
the conditions precedent set out under paragraph 11.1 above or the conditions
subsequent set out under paragraph 11.2 above, the Seller and the Shareholders
may at their discretion and without liability, terminate this Agreement, in
which case the Agreement between the parties would be null, void, unenforceable
and without effect. In the event the Seller and the Shareholders terminate this
Agreement pursuant to a failure by Buyer to satisfy the conditions subsequent
set out under paragraph 11.2 above, the parties agree to do all things necessary
and useful to undo the transaction contemplated under this Agreement and the
make the parties whole and in the same position they were in prior to the
closing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

26
<PAGE>

TOUCH TONE AMERICA, INC.

By: ---------------------------------
Acting President

ORIX GLOBAL COMMUNICATIONS,
INC.

By: ---------------------------------
President

27
<PAGE>

Shares of
Company Stock Shares of
Delivered Buyer To
To Buyer Be Received
The Shareholders At Closing At Closing Signature
- ---------------- ---------- ---------- ---------

28
<PAGE>

AMENDED AGREEMENT AND PLAN OF REORGANIZATION

Agreement made as of the 18th day of December, 1997 by and among Touch Tone
America, Inc., a California corporation, ("Buyer"), ORIX Global Communications,
Inc., a Nevada corporation (the "Company" or "Seller") and the Shareholders of
the Company whose names and addresses are set forth on the signature page
hereof, (the "Shareholders"). Buyer, Seller, Company and Shareholders are
sometimes referred to as "party" or "parties."

The parties entered into an Agreement and Plan of Reorganization dated
August 11, 1997 (the "Agreement") pursuant to which the Shareholders agreed to
sell 1,200 shares of common stock, no par value per share, of the Company,
constituting all the issued and outstanding common stock of the Company (the
"Shares"). The Agreement and Plan of Reorganization was further amended on
November 7, 1997 (the "November 7, 1997 Agreement") in order to substitute the
consideration given by the Buyer for the Shares, as well as condition the
closing of the transaction upon certain terms.

As a result of the Company common stock being delisted from the NASDAQ
SmallCap Market on December 17, 1997, the parties agreed to amend the November
7, 1997 Agreement as provided below.

NOW THEREFORE, for good and valuable consideration, the parties hereby agree as
follows:

1. Section 1.2 of the November 7, 1997 Agreement is modified to read
henceforth as follows:

" 1.02. SHARES BEING EXCHANGED. Subject to the terms and conditions
of this Agreement, at the Closing, provided for in Section 2.01 hereof
(the "Closing"), Shareholders are assigning and delivering to Buyer
the Shares and Buyer is acquiring such Shares, free and clear of all
liens, claims, options, charges and encumbrances whatsoever in
exchange for such number of Common Shares of the Buyer's Common Stock
to represent after issuance 80% of all issued and outstanding shares
of the Buyer's Common Stock after giving effect to all options,
warrants or other rights calling for issuances of Common Shares of the
Buyer's Common Stock. As of the date hereof, 4,561,245 shares of
Buyer's Common Stock are issued and outstanding, and options, warrants
or other rights calling for issuances of 3,265,000 Common Shares of
the Buyer's Common Stock are outstanding.

Accordingly, as of the date hereof, and before giving effect
to any adjustments contemplated under Paragraph 1.04 below,
the number of Common Shares of the Buyer's Common stock
which represent,

<PAGE>

after issuance, 80% of all issued and outstanding shares of the
Buyer's Common Stock after giving effect to all options, warrants or
other rights calling for issuances of Common Shares of the Company
currently outstanding, is 31,304,980. "

2. All other provisions of the Agreement remain in effect and binding on the
parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

TOUCH TONE AMERICA, INC.

By: /s/ Dr. Edward D. Wirth
-----------------------------------
Acting President

ORIX GLOBAL COMMUNICATIONS, INC.

By: /s/ Kerry Rogers
-----------------------------------
Kerry Rogers, President

<PAGE>

AMENDED AGREEMENT AND PLAN OF REORGANIZATION

Agreement made as of the 31st day of December, 1997 by and among Touch Tone
America, Inc., a California corporation, ("Buyer"), ORIX Global Communications,
Inc., a Nevada corporation (the "Company" or "Seller") and the Shareholders of
the Company whose names and addresses are set forth on the signature page
hereof, (the "Shareholders"). Buyer, Seller, Company and Shareholders are
sometimes referred to as "party" or "parties."

The parties entered into an Agreement and Plan of Reorganization dated
August 11, 1997, which was subsequently amended on November 7, 1997 and
December 18, 1997 (the "Agreement") to condition the Agreement on new terms and
conditions and to afford the Seller and the Shareholders additional
consideration for the acquisition of the Shares in light of certain material
events which include the financial condition of the Buyer and its subsidiary,
the Buyer's common stock being delisted from the NASDAQ SmallCap Market on
December 17, 1997 and the structure and conditions attaching to that certain
private placement by a foreign institutional investor in convertible securities
of the Buyer closing concurrently with the execution of this amendment.

As a result of, the parties agreed to amend Agreement as provided below.

NOW THEREFORE, for good and valuable consideration, the parties hereby agree as
follows:

1. Section 1.2 of the November 7, 1997 Agreement is modified to read
henceforth as follows:

"1.02. SHARES BEING EXCHANGED. Subject to the terms and conditions
of this Agreement, at the Closing, provided for in Section 2.01 hereof
(the "Closing"), Shareholders are assigning and delivering to Buyer
the Shares and Buyer is acquiring such Shares, free and clear of all
liens, claims, options, charges and encumbrances whatsoever in
exchange for such number of Common Shares of the Buyer's Common Stock
to represent after issuance 80% of all issued and outstanding shares
of the Buyer's Common Stock after giving effect to all options,
warrants or other rights calling for issuances of Common Shares of the
Buyer's Common Stock ( escept for issuances pursuant to a Securities
Purchase Agreement and an Option Agreement with certain offshaore
investment funds dated on even date hereof (the "Contemperaneous
Issuances"). As of the date hereof, 4,561,245 shares of Buyer's Common
Stock are issued and outstanding, and options, warrants or other
rights calling for issuances of 3,865,000 Common Shares of the Buyer's
Common Stock are outstanding,

<PAGE>

except for the Contemperaneous Issuances.

Accordingly, as of the date hereof, and before giving effect to any
adjustments contemplated under Paragraph 1.04 below, the number of
Common Shares of the Buyer's Common stock which represent, after
issuance, 80% of all issued and outstanding shares of the Buyer's
Common Stock after giving effect to all options, warrants or other
rights calling for issuances of Common Shares of the Company currently
outstanding, is 33,732,9800, except for the Contemperaneous
Issuances."

2. Upon Closing, Buyer agrees to execute the Stock Pledge Agreement and remit
to Infinity Investors Limited, under the Stock Pledge Agreement the Shares,
who will hold the Shares in accordance with the terms of such Stock Pledge
Agreement.

3. The parties agree that Section 11.1(d) of the Agreement is amended to make
such condition precedent a condition subsequent to performance under the
Agreement. As a result Section 11.1(d) of the Agreement is purged and the
Agreement is further amended by adding a new Section 11.2(b) which would
read as follows:

Proper and legal approval of the shareholders of Touch Tone America,
Inc., as required and necessary in conformity with all requirements of
the By-Laws of Touch Tone America, Inc., and the Corporation Law of
the State of California of the transaction contemplated under this
Agreement as well as all other matters necessary to give effect to
this transaction determined in the sole discretion of Orix Global
Communications, Inc. This approval must be by June 30,1998 unless
mutually extended, or this Agreement is null and void. All expenses
relating to seeking and obtaining Shareholder approval are to be borne
by Touch Tone America, Inc., whether such approval is successful or
not.

4. Buyer and Orix hereby covenant and agree to operate the Buyer and Orix
preceding the consummation of the Shareholders ratification as if the
Reorganization has occurred, provided however, the separate corporate
existence of Orix shall be maintained, and Buyer will not commingle the
assets and liabilities of Orix with the assets and liabilities of Buyer or
any other subsidiary.

5. Section 11.1(g) and 11.2 of the Agreement are hereby modified by
substituting all references to listing obligations with the NASDAQ
SmallCap Market to "the electronic quotation medium known as the OTC
Bulletin Board". The additional proviso will be added to Section 11.1(g)
and 11.2 of the Agreement, namely: " Buyer will take all actions necessary
such that the Buyer's Common Stock will be eligible for quotation on the
OTC Market and "active" securities (as such term is defined by NASD
regulations) satisfying the frequency of quotation requirement and traded
on the OTC market." Section 11.2 of the Agreement will henceforth be
referred to as Section 11.2(a).

<PAGE>

6. Section 11.3 of the Agreement is hereby modified by prefacing said Section
with the following

"Subject to the Stock Pledge Agreement,"

7. The Shareholders agree that they shall not sell, transfer or otherwise
dispose of any of the shares of Common Stock of the Corporation received by
them under the Agreement or otherwise prior to January 1, 1999, unless such
sale, transfer or other disposition occurs as a selling shareholder
pursuant to an underwriter offering of no less than $2.5 million by the
Corporation of its Common Stock.

8. All other provisions of the Agreement remain in effect and binding on the
parties.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first above written.

TOUCH TONE AMERICA, INC.

By: /s/ Dr. Edward D. Wirth
---------------------------------
Acting President

ORIX GLOBAL COMMUNICATIONS, INC.

By: /s/ Kerry Rogers
---------------------------------
President

<PAGE>

AGREEMENT AND PLAN OF MERGER
OF TTA DELAWARE, INC.,
A DELAWARE CORPORATION,

AND

TOUCH TONE AMERICA, INC.
A CALIFORNIA CORPORATION

THIS AGREEMENT AND PLAN OF MERGER dated as of March __, 1998 (the
"Agreement") is between TTA Delaware, Inc., a Delaware corporation ("TTA
Delaware"), and Touch Tone America, Inc., a California corporation ("TTA"). TTA
Delaware and TTA are sometimes referred to herein as the "Constituent
Corporations."

RECITALS

A. TTA Delaware is a corporation duly organized and existing under the
laws of the State of Delaware and has an authorized capital of 100,000,000
shares of Common Stock, with a par value of $0.01 per share ("TTA Delaware
Common Stock"), and 10,000,000 shares of preferred stock ("TTA Delaware
Preferred Stock"). As of November __, 1997 100 shares of TTA Delaware Common
Stock were issued and outstanding, all of which are held by TTA, and no shares
of TTA Delaware Preferred Stock were issued and outstanding.

B. TTA is a corporation duly organized and existing under the laws of the
State of California and has an authorized capital of 100,000,000 shares of
Common Stock, no par value ("TTA Common Stock"), and 10,000,000 shares of
preferred stock ("TTA Preferred Stock"). As of March __, 1998, 38,301,225
shares of TTA's Common Stock are issued and outstanding, and options, warrants,
or other rights calling for issuances of 3,865,000 Common Shares of TTA's Common
Stock are outstanding. No shares of TTA Preferred Stock are issued and
outstanding.

C. The Board of Directors of TTA has determined that, for the purpose of
effecting the reincorporation of TTA in the state of Delaware, it is advisable
and in the best interests of TTA and its shareholders that TTA merge with and
into TTA Delaware upon the terms and conditions herein provided.

D. The respective Boards of Directors of TTA Delaware and TTA have
approved this Agreement and have directed that this Agreement be submitted to a
vote of their respective shareholders and executed by the undersigned officers.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth herein, TTA Delaware and TTA hereby agree, subject to the terms and
conditions hereinafter set forth, as follows:

MERGER

1.1 Merger. In accordance with the provisions of this Agreement, the
Delaware General Corporation Law and the California Corporations Code, TTA shall
be merged with and into TTA Delaware (the "Merger"), the separate existence of
TTA shall cease and TTA Delaware shall survive the Merger and shall continue to
be governed by the laws of the State of Delaware, and TTA Delaware shall be, and
is herein sometimes referred to as, the "Surviving Corporation," and the name of
the Surviving Corporation shall be Touch Tone America, Inc.

1.2 Filing the Effectiveness. The Merger shall become effective when the
following actions shall have been completed:

(a) This Agreement and the Merger shall have been adopted and
approved by the shareholder of each Constituent Corporation in accordance
with the requirements of the Delaware General Corporation Law and the
California Corporations Code;

<PAGE>

(b) All of the conditions precedent to the consummation of the Merger
specified in this Agreement shall have been satisfied or duly waived by the
party entitled to satisfaction thereof;

(c) An executed and acknowledged counterpart of this Agreement
meeting the requirements of the Delaware General Corporation Law shall have
been filed with the Secretary of State of the State of Delaware; and

(d) An executed counterpart of this Agreement meeting the
requirements of the California Corporations Code shall have been filed with
the Secretary of State of the State of California.

The date and time when the Merger shall become effective, as aforesaid, is
herein called the "Effective Date of the Merger."

1.3 Effect of the Merger. Upon the Effective Date of the Merger, the
separate existence of TTA shall cease and TTA Delaware, as the Surviving
Corporation, (i) shall continue to possess all of its assets, rights, powers and
property as constituted immediately prior to the Effective Date of the Merger,
(ii) shall be subject to all actions previously taken by this and TTA's Boards
of Directors, (iii) shall succeed, without other transfer, to all of the assets,
rights, powers and property of TTA in the manner as more fully set forth in
Section 259 of the Delaware General Corporation Law, (iv) shall continue to be
subject to all of its debts, liabilities and obligations as constituted
immediately prior to the Effective Date of the Merger, and (v) shall succeed,
without other transfer, to all of the debts, liabilities and obligations of TTA
in the same manner as if TTA Delaware had itself incurred them, all as more
fully provided under the applicable provisions of the Delaware General
Corporation Law and the California Corporations Code.

CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

2.1 Certificate of Incorporation. The Certificate of Incorporation of TTA
Delaware as in effect immediately prior to the Effective Date of the Merger
shall continue in full force and effect as the Certificate of Incorporation of
the Surviving Corporation until duly amended in accordance with the provisions
thereof and applicable law.

2.2 Bylaws. The Bylaws of TTA Delaware as in effect immediately prior the
Effective Date of the Merger shall continue in full force and effect as the
Bylaws of the Surviving Corporation until duly amended in accordance with the
provisions thereof and applicable laws.

2.3 Directors and Officers. The directors and officers of TTA immediately
prior the Effective Date of the merger shall be the directors and officers of
the Surviving Corporation until their respective successors shall have been duly
elected and qualified or until as otherwise provided by law, or the Certificate
of Incorporation of the Surviving Corporation or the Bylaws of the Surviving
Corporation.

III

MANNER OF CONVERSION OF STOCK

3.1 TTA Common Stock. Upon the Effective Date of the Merger each share of
TTA Common Stock, no par value, issued and outstanding immediately prior thereto
shall, by virtue of the Merger and without any action by the Constituent
Corporations, the holder of such shares of any other person, be changed and
converted into and exchanged for one fully paid and nonassessable share of
Common Stock, with a par value of $0.01 per share, of the Surviving Corporation.

3.2 TTA Incentive Stock Option Plans, Options, Warrants, Convertible
Securities. Upon the Effective Date of the merger, the Surviving shall assume
and continue all Incentive Stock Options of TTA. As of the date hereof, there

2
<PAGE>

are options, warrants, or other rights calling for issuances of 3,393,400 Common
Shares of TTA's Common Stock are outstanding. Each outstanding and unexercised
option, warrant or other right to purchase TTA Common Stock shall become an
outstanding and unexercised option, warrant or right to purchase the Surviving
Corporation's Common Stock on the basis of one share of the Surviving
Corporation's Common Stock for each share of TTA Common Stock issuable pursuant
to any such option, warrant, or right on the same terms and conditions and at an
exercise price per share equal to the exercise price applicable to any such TTA
option, warrant, or right at the Effective Date of the Merger.

A number of shares of the Surviving Corporation's Common Stock shall be
reserved for issuance upon the exercise of options, warrants, or rights equal to
the number of shares of TTA Common Stock so reserved immediately prior to the
Effective Date of the Merger.

3.3 TTA Delaware Common Stock. Upon the Effective Date of the Merger,
each share of Common Stock, no par value, of TTA Delaware issued and outstanding
immediately prior thereto shall, by virtue of the merger and without any action
by Delaware, the holder of such shares or any other person, be canceled and
returned to the status of authorized but unissued shares.

3.4 Certificates. After the Effective Date of the Merger, each
outstanding certificate theretofore representing shares of TTA Common Stock
shall be deemed for all purposes to represent the same number of whole shares of
the Surviving Corporation's Common Stock.

GENERAL

4.1 Covenants of TTA Delaware. TTA Delaware covenants and agrees that it
will, on or before the Effective Date of the Merger:

(a) Qualify to do business as a foreign corporation in the states of
Nevada and Arizona and in connection therewith irrevocably appoint an agent
for service of process as required under the law of the respective states;

(b) File any and all documents with Franchise Tax Boards of the states
where it is doing business necessary for the assumption by TTA Delaware of
all of the franchise tax liabilities of TTA and for obtaining a tax
clearance certificate; and

4.2 Further Assurances. From time to time, as and when required by TTA
Delaware or by its successors or assigns, there shall be executed and delivered
on behalf of TTA such deeds and other instruments, and there shall be taken or
caused to be taken by TTA Delaware and TTA such further and other actions, as
shall be appropriate or necessary in order to vest or perfect in or conform of
record or otherwise by TTA Delaware the title to and possession of all the
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of TTA and otherwise to carry out the purposes of this Agreement,
and the officers and directors of TTA Delaware are fully authorized in the name
and on behalf of TTA or otherwise to take any and all such action and to execute
and deliver any and all such deeds and other instruments.

4.3 Abandonment. At any time before the filing of this Agreement with the
Secretary of State of the State of Delaware, this Agreement may be terminated
and the Merger may be abandoned for any reason whatsoever by the Board of
Directors or either TTA or TTA Delaware, or both, notwithstanding the approval
of this Agreement by the shareholders of TTA or by the sole stockholder of TTA
Delaware, or by both.

4.4 Amendment. The Boards of Directors of the Constituent Corporations
may amend this Agreement at any time prior to the filing of this Agreement with
the Secretaries of States of the states of California and Delaware, provided
that an amendment made subsequent to the adoption of this Agreement by the
shareholders of either Constituent

3
<PAGE>

Corporation shall not: (1) alter or change the amount or kind of shares,
securities, cash, property and/or rights to be received in exchange for or on
conversion of all or any of the shares of any class or series thereof of such
Constituent Corporation, (2) alter or change any term of the Certificate of
Incorporation of the Surviving Corporation to be effected by the Merger, (3)
alter or change any of the terms and conditions of this Agreement if such
alteration or change would adversely affect the holders of any class of shares
or series thereof of such Constituent Corporation, or (4) alter or change any of
the principal terms of this Agreement.

4.5 Registered Office. The registered office of the Surviving Corporation
in the state of Delaware is located at Corporation Trust Center, 30 The Green,
Dover, Kent County, Delaware 19901 and The Corporation Trust Company is the
registered agent of the Surviving Corporation at such address.

4.6 Expenses. Each party to the transactions contemplated by this
Agreement shall pay its own expenses, if any, incurred in connection with such
transactions.

4.7 Agreement. Executed copies of this Agreement will be on file and
available for inspection during business hours at the principal office of TTA at
3300 N. Central Avenue, Suite 1155 Phoenix, Arizona 85012 and copies thereof
will be furnished to any shareholder of either Constituent Corporation, upon
request and without cost.

4.8 Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
state of Delaware and, so far as applicable, the merger provisions of the
California Corporations Code.

4.9 Counterparts. In order to facilitate the filing and recording of this
Agreement, the same may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same instrument.

IN WITNESS WHEREOF, this Agreement, having first been approved by
resolutions of the Boards of Directors of TTA Delaware and TTA is hereby
executed on behalf of each of such two corporations and attested by their
respective officers thereunto duly authorized.

TTA Delaware, Inc.,
a Delaware corporation

By:_________________________________________
Name:
Title:
ATTEST:

Name:
Title:

TOUCH TONE AMERICA, INC.,
a California corporation

By:_________________________________________
Name:
Title:

ATTEST:

4
<PAGE>

CERTIFICATE OF INCORPORATION

TTA DELAWARE, INC.

I, THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, as from time to time amended, do
hereby certify as follows:

FIRST: The name of the Corporation is TTA Delaware, Inc..

SECOND: The registered office of the Corporation in the state of
Delaware is Corporation Trust Center, 30 The Green, Dover, Kent County, Delaware
19901. The name of its registered agent in the state of Delaware at such
address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as from
time to time in effect.

FOURTH: The Total authorized capital stock of the Corporation shall be
110,000,000 shares consisting of:

1. 100,000,000 shares of Common Stock, with a par value of $0.01 per
share, and

2. 10,000,000 shares of Preferred Stock, with a par value of $0.01
per share.

The Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in
series and, by filing a certificate pursuant to the applicable law of the state
of Delaware, to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences and rights
of the shares of each such series and any qualifications, limitations or
restrictions thereon.

The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:

(a) the number of shares constituting that series and the distinctive
designation of that series;
(b) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends
on shares of that series;
(c) whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such
voting rights;
(d) whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such event as the Board
of Directors shall determine;
(e) whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption,
including the date or upon or after which they shall be
redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
(f) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

<PAGE>

(g) the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of
payment of shares of that series;
(h) any other relative rights, preferences and limitations of that
series. Dividends on outstanding shares of Preferred Stock shall
be paid or declared and set apart for payment before any
dividends shall be paid or declared and set apart for payment
before any dividends shall be paid or declared and set apart for
payment on the common shares with respect to the same dividend
period.

If upon any voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the assets available for distribution to holders
of shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series of Preferred
Stock in accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any) payable with respect thereto.

The number of authorized shares of Preferred Stock may be increased or
decreased by the affirmative vote of the holders of a majority of the votes of
all classes of voting securities of the Corporation without a class vote of the
Preferred Stock, or any series thereof, except as otherwise provided in the
resolution or resolutions fixing the voting rights of any series of the
Preferred Stock.

FIFTH: The name and mailing address of the incorporator is as follows:

Kerry Rogers
1771 E. Flamingo Road, Building B, Suite 200
Las Vegas, Nevada 89119

SIXTH: BOARD OF DIRECTORS

1. The business of the Corporation shall be managed under the
direction of the Board of Directors except as otherwise provided by law. In
addition to the powers and authority expressly conferred upon them by statute or
by this Certificate of Incorporation or the Bylaws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation. Election of
Directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.

2. Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the number of
directors constituting the entire Board of Directors shall be fixed from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors (excluding, for the purpose of
determining the number of directors constituting the entire Board, any vacancies
in the Board of Directors). Commencing with the 1998 Annual Meeting of
Stockholders of the Corporation, the directors, other than those who may be
elected by the holders of any series of Preferred Stock under specified
circumstances, shall be divided into three classes, as nearly equal in number as
possible, with the term of office of the first class to expire at the 1999
Annual Meeting of Stockholders, the term of office of the second class to expire
at the 2000 Annual Meeting of Stockholders and the term of office of the third
class to expire at the 2001 Annual Meeting of Stockholders, with each director
to hold office until such director's successor shall have been duly elected and
qualified. At each Annual Meeting of Stockholders, (i) Directors elected to
succeed those directors whose terms expire shall be elected for a term of office
to expire at the third succeeding Annual meeting of Stockholders after their
election and (ii) if authorized by a resolution of the Board of Directors,
directors may be elected to fill any vacancy on the Board of Directors,
regardless of how such vacancy shall have been created.

3. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, and unless the Board of Directors otherwise determines,
newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death,
disability, resignation, retirement, disqualification, removal from office or
other cause shall be filled only by a majority vote of the directors

<PAGE>

then in office, though less than a quorum, and directors so chosen shall hold
office for a term expiring at the Annual Meeting of Stockholders at which the
term of office of the class to which they have been elected expires and until
such director's successor shall have been duly elected or qualified. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.

4. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any director, or the entire Board of Directors, may be
removed from office at any time, but only for cause by the affirmative vote of
the holders of a majority of the voting power of the then outstanding shares of
voting stock.

5. Notwithstanding any other provision of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the capital stock required by law, this
Certificate of Incorporation or any series of Preferred Stock, the affirmative
vote of the holders of at least 80 percent of the voting power of all of the
then-outstanding shares of the capital stock entitled to vote for the election
of directors, voting together as a single class, shall be required to alter,
amend or repeal this Article SIXTH.

SEVENTH: Subject to the rights of the holders of any series of
Preferred Stock, (A) any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders and (B) special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board of Directors, or by
the Board of Directors pursuant to a resolution adopted by a majority of the
entire Board of Directors. Notwithstanding any other provisions of this
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular classes or series of the capital stock of the
Corporation required by law, this Certificate of Incorporation or any series of
Preferred Stock, the affirmative vote of the holders of at least 80 percent of
the voting power of all of the then-outstanding shares of capital stock entitled
to vote for the election of directors, voting together as a single class, shall
be required to alter, amend or repeal this Article SEVENTH.

EIGHTH: The Board of Directors may make, alter or repeal the By-Laws
of the Corporation subject to the power of the holders of the capital stock of
the Corporation to alter, amend or repeal the By-Laws.

NINTH: The Directors of the Corporation shall be protected from
personal liability, through indemnification or otherwise, to the fullest extent
permitted under the General Corporation Law of the State of Delaware as from
time to time in effect.

1. A Director of the Corporation shall under no circumstances have
any personal liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director except for those breaches and
acts or omissions with respect to which the General Corporation Law of the State
of Delaware, as from time to time amended, expressly provides that this
provision shall not eliminate or limit such personal liability of Directors.
Neither the modification or repeal of this paragraph 1 of Article NINTH nor any
amendment to said General Corporation Law that does not have retroactive
application shall limit the right of Directors hereunder to exculpation from
personal liability for any act or omission prior to such amendment, modification
or repeal.

<PAGE>

Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgements, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith. Such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors.
The right to indemnification shall be a contract right and shall include the
right to be paid by the Corporation the expenses in defending any such
proceeding in advance of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such expenses incurred
by a Director or officer (and not in any other capacity in which service was or
is rendered by such person while a Director or officer, including without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such Director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such Director or
officer is not entitled to be indemnified under this Certificate, the
Corporation's Bylaw or otherwise. The Corporation may, by action of its Board
of Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of Directors and
officers.

3. If a claim contemplated under this Article NINTH is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation, to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of providing such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

4. The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in this
Certificate shall not be exclusive of any other right which any person may have
or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

5. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another Corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
___________, 1997.

Larry Cornwell
Sole Incorporation

<PAGE>

TTA DELAWARE, INC.
(a Delaware corporation)
BYLAWS

ARTICLE I
offices

SECTION 1.01. Registered Office. The registered office of TTA
Delaware, Inc. (hereinafter called the "Corporation") in the State of Delaware
shall be at No. 30 The Green, Dover, Kent County, Delaware, 19901, and the name
of the registered agent in charge thereof shall be The Corporation Trust
Company.

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 meeting. An annual
meeting of the stockholders of the Corporation shall be held on the third
Wednesday of June of each year at 10:00 am or at such other date and time as may
be designated by the Board of Directors; provided, however, that should said day
fall upon a legal holiday, the annual meeting of stockholders shall be held at
the same time on the next day thereafter ensuing which is a full business day.
At each annual meeting Directors shall be elected, and any other proper business
may be transacted.

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, by the Chairman of the Board, or 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 him personally,
or by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him at his post office address furnished by him to the
Secretary of the Corporation for such purpose or, if he shall not have furnished
to the Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him 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.

SECTION 2.05. Adjourned Meeting and Notice Thereof. Any meeting of
stock-holders may be adjourned from time to time by the vote of a majority of
the shares represented either in person or by proxy whether or not a quorum is
present. When a stockholders, meeting is adjourned to another time or place,
notice need not

<PAGE>

be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. However, if the adjournment is for more than 30 days or if
after t adjournment a new record date is fixed for the adjourned meeting, notice
of the adjourned meeting shall be given to each stockholder record entitled to
vote at the meeting.

SECTION 2.06. 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 in voting interest 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 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. If a quorum is present, the affirmative vote of the majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by classes is required by law or the Certificate of Incorporation of the
Corporation. If there be no such quorum, the holders of a majority of such
shares so present or represented may adjourn the meeting from time to time until
a quorum shall have been obtained.

SECTION 2.07. Voting and Record Date

(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 him and registered in his 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 he shall. have expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his 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 his proxy appointed by an instrument in
writing, subscribed by such stockholder or by his 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 he 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 in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat and thereon, a quorum being present. The vote at any meeting of the
stockholders on any question need not be by ballot, unless so

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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 2.08. 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.

SECTION 2.09. Judges. 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 a judge or judges to act with respect to such vote. Each judge so
appointed shall first subscribe an oath faithfully to execute the duties of a
judge at such meeting with strict impartiality and according to the best of his
ability. Such judges 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 judges shall be in writing and
subscribed and delivered by them to the Secretary of the Corporation. The
judges need not be stockholders of the Corporation, and any officer of the
Corporation may be a judge on any question other than a vote for or against a
proposal in which he shall have a material interest.

SECTION 2.10. 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, 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.

SECTION 2.11. Notice of Stockholder Nominations and Proposed
Business.

(a) At any meeting of the stockholders, (i) nominations for the election of
directors and (ii) business to be brought before any such stockholders' meeting
may only be made or proposed (A) pursuant to the Corporation's notice of
meeting, (B) by or at the direction of the Board of Directors or (C) by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of the notice provided for in this Bylaw, who shall be entitled to vote
at such meeting and who complies with the notice procedures set forth in this
Bylaw.

(b) Any stockholder may nominate one or more persons for election as directors
at a stockholders, meeting or propose business to be brought before a
stockholders, meeting, or both, pursuant to clause (C) of paragraph (a), only if
the stockholder has given timely notice thereof in proper written form to the
Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the
stockholders' meeting; provided, however, that if less than 100 days' notice or
other prior public disclosure of the date of the meeting is given or made to the
stockholders, notice by the stockholder to be timely must be received no later
than the close of business on the 10th day following the earlier of the day on
which notice of the date of the meeting was mailed or other public disclosure
was made. To be in proper written form a stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
meeting:

(1) a brief description of the business proposed and/or persons nominated, as
applicable, and the reasons for proposing such business or making such
nomination;

3
<PAGE>

(2) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business or making such nomination, and the name and
address of the beneficial owner, if any, on whose behalf the proposal is made;

(3) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made;

(4) with respect to any nomination, (i) a description of all arrangements and
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made, (ii) the name, age, business address and residence
address of such nominee, (iii) the class and number of shares of capital stock
of the Corporation owned beneficially and of record by such nominee and (iv) the
written consent of the proposed nominee to being named in the solicitation
material and to serving as a director if elected; and

(5) such other information regarding each nominee or matter of business to be
proposed as would be required to be included in solicitations of proxies, or is
otherwise required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended.

(c) Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any stockholders' meeting and no stockholder may nominate any
person for election at any stockholders' meeting except in accordance with the
procedures set forth in this Bylaw. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that any proposed business
and/or any proposed nomination for election as director was not properly brought
or made before the meeting or made in accordance with the procedures prescribed
by these Bylaws, and if he should so determine, he shall so declare to the
meeting and any such proposed business or proposed nomination for election as
director not properly brought transacted or considered.

ARTICLE III
Board of Directors

SECTION 3.01. General Powers. The property, business and affairs of
the Corporation shall be managed by the Board. The Board may delegate the
management of the day-to-day operations of the business of the Corporation to a
management company or other person provided that the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board of Directors.

SECTION 3.02. Number and Term of Office. Subject to the rights of
the holders of any series of Preferred Stock to elect additional directors under
specified circumstances, the number of Directors constituting the entire Board
shall be fix from time to time exclusively by the Board pursuant to a resolution
adopted by a majority of the entire Board (excluding, for the purpose of
determining the number of directors constituting the entire Board, any vacancies
in the Board). Commencing with the 1998 Annual Meeting of Stockholders of the
Corporation, the directors, other than those who may be elected by the holders
of any series of Preferred Stock under specified circumstances, shall be divided
into three classes, as nearly equal in number as possible, with the term of
office of the first class to expire at the 1999 Annual Meeting of Stockholders,
the term of office of the second class to expire at the 2000 Annual Meeting of
Stockholders and the term of office of the third class to expire at the 2001
Annual Meeting of Stockholders, with each director to hold office until such
director's successor shall have been duly elected and qualified. At each Annual
Meeting of Stockholders, commencing with the 1999 Annual Meeting of
Stockholders, (i) Directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third succeeding
Annual Meeting of Stockholders after their election by a resolution of the Board
of Directors, acted to fill any vacancy on the Board of Directors, such vacancy
shall have been created.

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.

<PAGE>

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 be 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 his successor shall have been elected and shall
qualify or until he 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 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 Meeting of the Board may be held at such times
and place within or without the State of Delaware 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 Meeting of the Board shall
be held whenever called by the Chairman of the Board, the President or a
majority of the authorized number of directors (excluding, for the purpose of
determining the number of directors constituting the entire Board, any vacancies
in Board). Except as otherwise provided by law or by these Bylaw of the time
and place of each such special meeting shall be mailed to each director,
addressed to him at his 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 him
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 votes 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. Members of the Board of Directors or any Committee may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes presence in person at such
meeting. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of Directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.

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

<PAGE>

members of the Board or of such committee, as the case may be, and such written
consent is filed proceedings of the Board or committee. Such action by written
consent shall have the same force and effect as a unanimous vote of such
directors.

SECTION 3.12. Removal of Directors provisions of the Certificate of
Incorporation, any director may be removed at any time, but only for 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 him on account of his 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 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. Officers. The officers of the Corporation shall be a
President, one or more Vice Presidents (the number thereof and their respective
titles to be determined by the Board), a Secretary and a Treasurer. Any number
of offices may be held by the same person.

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 by the Board. Each officer
shall hold office until his successor shall have been duly chosen and shall
qualify or until his 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 Treasurers, 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 without prejudice of the rights, if any, of the
Corporation under any contract to which the officer is a party. Any such
resignation shall take effect at the time specified

<PAGE>

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 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. If there is no Chairman of the Board, or in the event of the
Chairman of the Board's inability or refusal to act, the President shall perform
the duties of the Chairman of the Board and when so acting, shall have all of
the power of and be subject to all of the restrictions upon the Chairman of the
Board.

SECTION 4.08. The Vice Presidents. Each Vice President shall have
such powers and perform such duties as the Board may from time to time
prescribe. At the request of the President, or in case of the President's
absence or inability to act upon the request of the Board, a Vice President
shall perform the duties of the President and when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President.

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 appointed in one or more
books provided for that purpose; he shall see that all notices are duly given in
accordance with these Bylaws and as required by law; he 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
shall perform all the duties incident to the office of Secretary and such other
duties as may from time to time be assigned to him by the Board.

SECTION 4.10. The Treasurer. The Treasurer 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 shall
receive, and give receipts for, moneys due and payable to the Corporation from
any source whatsoever. He 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. He shall, in general, perform all other duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him 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. None of such
officers shall be prevented from receiving such compensation by reason of the
fact that he 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 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, Corporate Records

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

<PAGE>

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, any
Vice President or the Treasurer (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.

SECTION 5.05. Records and Reports. The Corporation shall keep
adequate and correct books and records of account and shall keep minutes of the
proceedings of its stockholders, Board and committees of the Board and shall
keep at its principal executive office, or at the office of its transfer agent
or registrar, a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of shares held by each. Such minutes
shall be kept in written form. Such other books and records shall be kept
either in written form or in any other capable of being converted into written
form.

SECTION 5.06. Representations of Shares of Other Corporations. The
Chairman of the Board, the President or any Vice President and the Secretary or
Assistant Secretary of this Corporation are authorized to vote, represent and
exercise on behalf of this Corporation all rights incident to any and all shares
of any other Corporation or Corporations standing in the name of this
Corporation. The authority herein granted to said officers to vote or represent
on behalf of this Corporation any and all shares held by this Corporation in any
other Corporation or Corporations may be exercised either by such officers in
person or by any other person authorized so to do by proxy or power of attorney
duly executed by said officers.

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 him. 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 or a Vice President, and by the Secretary or an Assistant Secretary or
by the Treasurer or an Assistant Treasurer. Any of 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 canceled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so canceled, except in cases provided for in Section 6.04.

<PAGE>

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 his 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 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. The Board may in its
discretion, before the issuance of such new certificate, require the owner of
the lost, stolen, destroyed or mutilated certificate, or the legal
representative of the owner to make an affidavit or affirmation setting forth
such facts as to the loss, destruction or mutilation as it deems necessary.

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 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. The Directors of the Corporation shall be protected
from personal liability, through indemnification or otherwise, to the fullest
extent permitted under or otherwise, to the fullest extent permitted under the
General Corporation Law of the State of Delaware as from time to time in effect.

1. A Director of the Corporation shall under no circumstances
have any personal liability to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director except for those breaches and
acts or omissions with respect to which the General Corporation Law of the State
of Delaware, as from time to time amended, expressly provides that this
provision shall not eliminate or limit such personal liability of Directors.
Neither the modification or repeal of this paragraph 1 of Article NINTH nor any
amendment to said General Corporation Law that does not have retroactive
application shall limit the right of Directors hereunder to exculpation from
personal liability for any act or omission prior to such amendment, modification
or repeal.

<PAGE>

2. Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "Proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgements, fines ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
paragraph(b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors. The right to indemnification conferred in this Bylaw shall
be a contract right and shall include the right to be paid by the Corporation
the expenses in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a Director or officer (and
not in any other capacity in which service was or is rendered by such person
while a Director or officer, including without limitation, service to an
employee benefit plan) in advance of the final disposition of a proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such Director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such Director or officer is not entitled to be
indemnified under this Bylaw or otherwise. The Corporation may, by action of
its Board of Directors, provide indemnification to employees and agents of the
Corporation with the same scope and effect as the foregoing indemnification of
Directors and officers.

3. If a claim under paragraph (a) of this Bylaw is not paid in
full by the Corporation within thirty days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation, the claimant may at anytime thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of providing such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

4. The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Bylaw shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

<PAGE>

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 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 in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
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 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 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 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
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 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 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 and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

SECTION 7.08. Constituent Corporations. For the 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

<PAGE>

provisions of this Article with respect to the resulting or surviving
corporation as he would if he 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
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. Seal. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the name of the Corporation and
words and figures showing that the Corporation was incorporated in the State of
Delaware and the year of incorporation.

SECTION 8.02. 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.

SECTION 8.03. 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.

<PAGE>

CERTIFICATE OF SECRETARY

The undersigned, being the duly elected Secretary TTA Delaware, Inc.,
a Delaware corporation, hereby certifies that the Bylaws to which this
Certificate is attached were duly adopted by the Board of Directors of said
Corporation on _______________, 1997.

--------------------------------------
By: , Secretary

<PAGE>

EXHIBIT E

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

FINANCIAL STATEMENTS
FOR THE PERIOD FROM
JUNE 26, 1996 (INCEPTION)
TO MAY 31, 1997

<PAGE>

INDEX TO FINANCIAL STATEMENTS

PAGE

INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . . . . . . . . . . . .F-2

BALANCE SHEETS - May 31, 1997 and August 31, 1997 (unaudited). . . . . . . .F-3

STATEMENTS OF OPERATIONS - For the Period from June 26, 1996 (inception)
to May 31, 1997 and For the Three Months Ended
August 31, 1996 and 1997 (unaudited) . . . . . . . . . . . . . . .F-4

STATEMENT OF STOCKHOLDERS' EQUITY - For the Period from June 26, 1996
(inception) to May 31, 1997 and For the Three Months Ended
August 31, 1997 (unaudited) . . . . . . . . . . . . . . . . . . . .F-5

STATEMENTS OF CASH FLOW - For the Period from June 26, 1996 (inception)
to May 31, 1997 and For the Three Months Ended
August 31, 1996 and 1997 (unaudited) . . . . . . . . . . . . . . .F-6

NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . .F-7

F-1

<PAGE>

INDEPENDENT AUDITOR'S REPORT

The Stockholders and Board of Directors
ORIX Global Communications, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheet of ORIX Global Communications,
Inc. as of May 31, 1997, and the related statement of operations, stockholders'
equity, and cash flows for the period from June 26, 1996 (inception) to May 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ORIX Global Communications,
Inc. as of May 31, 1997, and the results of its operations and its cash flows
for the period from June 26, 1996 (inception) to May 31, 1997, in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, as of May 31, 1997 the Company has negative working
capital of $266,441, and has suffered significant losses from operations that
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 3. The financial statements do not include any adjustments relating to the
recoverability and classification of reported asset amounts or the amounts and
classification of liabilities that might result from the outcome of this
uncertainty.

HEIN + ASSOCIATES LLP
Certified Public Accountants

Orange, California
November 10, 1997

F-2

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

BALANCE SHEETS

MAY 31, AUGUST 31,
---------- ----------
1997 1997
---------- ----------
(undaudited)
ASSETS
------

CURRENT ASSETS:
Cash $ 2,317 $ -
Accounts receivable 38,167 40,673
Loan receivable from related party 47,200 33,700
Advance to shareholder - 24,000
Equipment held for resale 17,767 -
---------- ---------
Total current assets 105,451 98,373

PROPERTY AND EQUIPMENT, net 498,687 719,816

DEPOSITS 13,499 13,499
---------- ---------

TOTAL ASSETS $ 617,637 $ 831,688
---------- ---------
---------- ---------

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

CURRENT LIABILITIES
Bank overdraft $ - $ 1,013
Accounts payable 295,864 618,523
Accrued liabilities 76,028 -
---------- ---------
Total current liabilities 371,892 619,536

COMMITMENTS (Note 7) - -

STOCKHOLDERS' EQUITY:
Common stock, no par value, 2,500 shares authorized,
1,200 shares issued and outstanding 479,330 509,330
Accumulated deficit (233,585) (297,178)
---------- ---------
Total stockholders' equity 245,745 212,152
---------- ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 617,637 $ 831,688
---------- ---------
---------- ---------

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-3

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

STATEMENTS OF OPERATIONS

OPERATING EXPENSES:
Cost of services 547,273 - 650,331
Selling, general and administrative
expenses 389,632 - 380,092
Bad debt expense related to related party
receivable 176,138 - 137,222
--------------- ----------- -------------
Total operating expenses 1,113,043 - 1,167,648
--------------- ----------- -------------

LOSS FROM OPERATIONS (230,341) - (63,593)

INTEREST EXPENSE 3,244 - -
--------------- ----------- -------------

NET LOSS $ (233,585) $ - $ (63,593)
--------------- ----------- -------------
--------------- ----------- -------------

NET LOSS PER COMMON SHARE $ (194.65) $ - $ (52.99)
--------------- ----------- -------------
--------------- ----------- -------------

</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-4

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 26, 1996 (INCEPTION) TO MAY 31, 1997 AND
FOR THE THREE MONTHS ENDED AUGUST 31, 1997 (UNAUDITED)

COMMON STOCK TOTAL
------------------------ ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT DEFICIT EQUITY
--------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Common stock issued 1,000 $ 100 $ - $ 100

Issuance of stock for fixed assets contributed at historical
cost 200 429,230 - 429,230
Compensation contributed - 50,000 - 50,000
Net loss - - (233,585) (233,585)
--------- ---------- ----------- ------------

BALANCE, May 31, 1997 1,200 479,330 (233,585) 245,745

Compensation contributed (unaudited) - 30,000 - 30,000
Net loss (unaudited) - - (63,593) (63,593)
--------- ---------- ----------- ------------

BALANCE, August 31, 1997 (unaudited) 1,200 $ 509,330 $ (297,178) $ 212,152
--------- ---------- ----------- ------------
--------- ---------- ----------- ------------

</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-5

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

STATEMENTS OF CASH FLOWS

FOR THE PERIOD FOR THE THREE MONTHS ENDED
FROM JUNE 26, AUGUST 31,
1996 (INCEPTION) -----------------------------
TO MAY 31, 1997 1996 1997
--------------- ----------- -------------
(unaudited) (unaudited)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (233,585) $ - $ (63,593)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 26,284 - 33,577
Compensation contributed 50,000 - 30,000
Write-off of related party receivable 233,125 - 137,257
Changes in operating assets and
liabilities:
Accounts receivable (38,167) - (2,506)
Due from related party (233,125) - (137,257)
Equipment held for resale (17,767) - 17,767
Deposits (13,499) - -
Accounts payable 295,864 - 322,659
Accrued liabilities 76,028 - (76,028)
------------ ---------- -------------
Net adjustments 378,743 - 325,469
------------ ---------- -------------
Net cash provided by operating activities 145,158 - 261,876
------------ ---------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to related party (47,200) - (24,000)
Repayment of loan to related party - - 13,500
Purchase of property and equipment (95,741) - (254,706)
------------ ---------- -------------
Net cash used in investing activities (142,941) - (265,206)
------------ ---------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 100 - -
Bank overdraft - - 1,013
------------ ---------- -------------
Net cash provided by financing activities 100 - 1,013
------------ ---------- -------------

NET INCREASE (DECREASE) IN CASH 2,317 - (2,317)

CASH AND CASH EQUIVALENTS, beginning of
period - - 2,317
------------ ---------- -------------

CASH AND CASH EQUIVALENTS, end of
period $ 2,317 $ - $ -
------------ ---------- -------------
------------ ---------- -------------

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments for:
Interest $ 3,244 $ - $ -
------------ ---------- -------------
------------ ---------- -------------
Income taxes $ - $ - $ -
------------ ---------- -------------
------------ ---------- -------------

Non-cash investing and financing
transactions:
Issuance of 200 shares of common
stock in exchange for equipment and furniture $ 429,230 $ - $ -
------------ ---------- -------------
------------ ---------- -------------

</TABLE>

SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS.

F-6

<PAGE>

ORIX GLOBAL COMMUNICATIONS, INC.

NOTES TO FINANCIAL STATEMENTS
(INFORMATION SUBSEQUENT TO MAY 31, 1997 IS UNAUDITED)

1. THE COMPANY:

ORIX Global Communications, Inc. (the Company) was incorporated in the
state of Nevada on June 26, 1996. The Company operates in the
telecommunication industry where they provide line services for the
transmitting of voice and data communications to Mexico and other parts of
the world. The corporate offices are located in Las Vegas, Nevada.

2. SIGNIFICANT ACCOUNTING POLICIES:

STATEMENT OF CASH FLOWS - For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.

IMPAIRMENT OF LONG-LIVED ASSETS - In the event that facts and circumstances
indicate that the cost of assets or other assets may be impaired, an
evaluation of recoverability would be performed. If an evaluation is
required, the estimated future undiscounted cash flows associated with the
asset would be compared to the asset's carrying amount to determine if a
write-down to market value or discounted cash flow is required.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
Depreciation of equipment and furniture is calculated using the
straight-line method over the estimated useful lives (ranging from 5 to 7
years) of the respective assets. The cost of normal maintenance and
repairs is charged to operating expense as incurred. Material expenditures
which increase the life of an asset are capitalized and depreciated over
the estimated remaining useful life of the asset. The cost of fixed assets
sold, or otherwise disposed of, and the related accumulated depreciation is
removed from the accounts, and any gains or losses are reflected in current
operations.

EQUIPMENT HELD FOR RESALE - Equipment held for resale is carried at the
lower of cost or market and represents equipment purchased by the Company
for resale to its customers.

INCOME TAXES - The Company accounts for income taxes under the liability
method, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included
in the financial statements or tax returns. Under this method, deferred
tax assets and liabilities are determined based on the difference between
the financial statements and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences are
expected to reverse.

REVENUE RECOGNITION - Revenues are recognized upon use of lines by
customers. The line usage is monitored and the customers are billed
according to the minutes used. A contract is entered into establishing the
price to be charged for the minutes used.

LOSS PER SHARE - Loss per share for the Company is computed using the
weighted average number of common shares outstanding during the period.
Common stock equivalents have been excluded from the computation because
their effect would be antidilutive.

STOCK BASED COMPENSATION - In October 1995, the Financial Accounting
Standards Board issued a new statement titled "Accounting for Stock-Based
Compensation" (FAS 123) which the Company adopted upon incorporation. FAS
123 encourages, but does not require, companies to recognize compensation
expense

F-7

<PAGE>

for grants of stock, stock options, and other equity instruments to
employees based on fair value. Companies that do not adopt the fair value
accounting rules must disclose the impact of adopting the new method in the
notes to the financial statements. Transactions in equity instruments with
non-employees for goods or services must be accounted for on the fair value
method. The Company has elected not to adopt the fair value accounting
prescribed by FAS 123 for employees, and will be subject only to the
disclosure requirements prescribed by FAS 123.

USE OF ESTIMATES - The preparation of the Company's financial statements in
conformity with generally accepted accounting principles requires the
Company's management to make estimates and assumptions that affect the
amounts reported in these financial statements and accompanying notes.
Actual results could differ from those estimates.

The Company's financial statements are based upon a number of significant
estimates, including the allowance for doubtful accounts, technological
obsolescence of inventories and fixed assets, the estimated useful lives
selected for property and equipment and the realizability of deferred tax
assets. Due to the uncertainties inherent in the estimation process, it is
at least reasonably possible that these estimates will be further revised
in the near term and such revisions could be material.

CONCENTRATIONS OF CREDIT RISK - Credit Risk represents the accounting loss
that would be recognized at the reporting date if counterparties failed
completely to perform as contracted. Concentrations of credit risk
(whether on or off balance sheet) that arise from financial instruments
exist for groups of customers or groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly effected by changes in economic
characteristics that would cause their ability to meet contractual
obligations to be similarly effected by changes in economic or other
conditions. In accordance with FAS Statement No. 105, DISCLOSURE OF
INFORMATION ABOUT FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK AND
FINANCIAL INSTRUMENTS WITH CONCENTRATIONS OF CREDIT RISK, the credit risk
amounts shown, in Note 9, do not take into account the value of any
collateral or security.

FAIR VALUE OF FINANCIAL INSTRUMENTS - The estimated fair values for
financial instruments under FAS Statement No. 107, DISCLOSURES ABOUT FAIR
VALUE OF FINANCIAL INSTRUMENTS, are determined at discrete points in time
based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. The estimated fair
values of the Company's financial instruments, which includes all cash,
accounts receivables, and accounts payable, approximates the carrying value
in the financial statements at May 31, 1997.

IMPACT OF RECENTLY ISSUED STANDARDS - The FASB has issued Statement of
Financial Accounting Standards 128, "Earnings per Share" and Statement of
Financial Accounting Standards 129 "Disclosure of Information About an
Entity's Capital Structure." Statement 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion 15 "Earnings per Share." Statement 128
provides for the calculation of "basic" and "diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing
income available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted reflects the potential
dilution of securities that could share in the earnings of an entity,
similar to fully diluted earnings per share. Statement 129 establishes
standards for disclosing information about an entity's capital structure.
Statements 128 and 129 are effective for financial statements issued

F-8

<PAGE>

for periods ending after December 15, 1997. Their implementation is not
expected to have a material effect on the financial statements.

Additionally, the FASB has issued Statement of Financial Accounting
Standards 130, "Reporting Comprehensive Income" and Statement of Financial
Accounting Standards 131 "Disclosures About Segments of an Enterprise and
Related Information." Statement 130 establishes standards for reporting
and display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes in equity
except those resulting from investments by owners and distributions to
owners. Among other disclosures, Statement 130 requires that all items
that are required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial statement
that displays such information with the same prominence as other financial
statements. Statement 131 supersedes Statement of Financial Accounting
Standards 14 "Financial Reporting for Segments of a Business Enterprise."
Statement 131 establishes standards on the way that public companies report
financial information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements issued to the public. It also
establishes standards for disclosures regarding products and services,
geographic areas and major customers. Statement 131 defines operating
segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.

Statements 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Because of the recent issuance of these
standards, management has been unable to fully evaluate the impact, if any,
the standards may have on the future financial statement disclosures.
Results of operations and financial position, however, will be unaffected
by implementation of these standards.

INTERIM FINANCIAL INFORMATION - The August 31, 1996 and 1997 financial
statements have been prepared by the Company without audit. In the opinion
of management, the accompanying unaudited financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary for a
fair presentation of the Company's financial position as of August 31, 1997
and the results of its operations and cash flows for the three month
periods ended August 31, 1996 and 1997. The results of operations for the
three month periods ended August 31, 1996 and 1997 are not necessarily
indicative of those that will be obtained for the entire fiscal year.

3. BASIS OF PRESENTATION:

The financial statements have been prepared on a going concern basis, which
contemplates, among other things, the realization of assets and the
satisfaction of liabilities in the normal course of business. However,
there is substantial doubt about the Company's ability to continue as a
going concern because

F-9

<PAGE>

of the magnitude of its loss for the period ended May 31, 1997. The
Company's continued existence is dependent upon its ability to complete its
merger with Touch Tone America, Inc., as described in Note 10, to raise
substantial capital, to generate revenues and to significantly improve
operations.

Management is taking several actions to mitigate the above factors,
including the attempt to complete the Touch Tone America, Inc. merger, the
negotiation for and completion of a private placement of equity securities,
and to increase revenues.

Accordingly, the financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts
or the amount and classification of liabilities or any other adjustment
that might be necessary should the Company be unable to continue as a going
concern.

4. LOAN RECEIVABLE:

The Company has a loan receivable from a related party which is owned by
90% of the stockholders of ORIX. The amounts were used to help establish
credit with the related party's largest vendor. Subsequent to year-end
approximately $13,500 has been repaid.

5. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

MAY 31, 1997 AUGUST 31, 1997
------------ ---------------
(unaudited)
Electronic equipment $ 171,631 $ 378,323
Computer hardware 150,650 163,179
Computer software 130,152 158,232
Office equipment and furniture 72,538 79,943
----------- -------------
Total property and equipment 524,971 779,677
Less accumulated depreciation (26,284) (59,861)
----------- -------------
Property and equipment, net $ 498,687 $ 719,816
----------- -------------
----------- -------------

Depreciation expense for property and equipment charged to operations for
the periods ended May 31, 1997 and August 31, 1997 was $26,284 and $33,577,
respectively.

6. INCOME TAXES:

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities are presented below:

F-10

<PAGE>

MAY 31, 1997
------------
Deferred tax assets (liabilities):
Current
Deferred revenue $ 3,222
Net operating loss carryforwards 87,507
Other 272
-----------
Total current 91,001
Long-term
Depreciation (10,725)
-----------
Total gross deferred tax assets 80,276
Less valuation allowance 80,276
-----------
Net deferred tax assets $ -
-----------
-----------

The Company had net operating loss carryforwards of approximately $202,095
at May 31, 1997. The net operating carryforwards expire beginning in 2012.

7. COMMITMENTS:

The Company leases its facilities from a related party under a
month-to-month operating lease. Rent expense amounted to $58,870 for the
period ended May 31, 1997 and was based on the percentage of actual space
used. The Company leases a vehicle under a non-cancelable operating leases
which expires June, 2000. Rent expense for this lease amounted to $2,567
for the period ended May 31, 1997. The future annual minimum payments
under the non-cancelable leases are as follows:

YEAR ENDED MAY 31,
----------------------------
1998 $ 15,402
1999 15,402
2000 1,283
----------
Minimum lease payments $ 32,087
----------
----------

8. RELATED PARTY:

During the period ended May 31, 1997, the Company paid expenses for and
received funds from an entity owned by a shareholder and president of the
Company. A receivable totaling approximately $233,000 at May 31, 1997 was
written-off as uncollectible at year-end. Common expenses of the Companies
are allocated based upon actual usage.

F-11

<PAGE>

9. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK, MAJOR CUSTOMERS AND OTHER RISKS
AND UNCERTAINTIES:

During the period ended May 31, 1997, the Company had sales to its largest
customer in the amount of $815,516 (92% of revenue). Accounts receivable
from this customer totaled $38,167 as of May 31, 1997. The Company
operates primarily in one industry: telecommunications. Financial
instruments that subject the Company to credit risk consist primarily of
accounts receivable.

10. SUBSEQUENT EVENTS:

On August 11, 1997, the Company entered into an Agreement and Plan of
Reorganization with Touch Tone America, Inc., a California Corporation,
("Touch Tone"). Such agreement was subsequently amended on November 7,
1997. Touch Tone is to acquire all of the issued and outstanding shares of
the Company in exchange for Touch Tone common stock which will represent
approximately sixty-five percent of the resulting common stock of Touch
Tone after the merger on a fully diluted basis.

F-12
<PAGE>

EXHIBIT F
<PAGE>

TOUCH TONE AMERICA, INC.

PRO FORMA FINANCIAL INFORMATION

The following pro forma financial information is presented to reflect the
purchase by Touch Tone America, Inc. ("TTA") of ORIX Global Communications, Inc.
("ORIX"). The purchase arises from an August 11, 1997 Agreement and Plan of
Reorganization between the entities which was subsequently amended on November
7, 1997 and December 18, 1997. The transaction was consummated on
December 31, 1997, however, it is subject to approval by TTA shareholders.

For accounting purposes, the transaction will be accounted for as a reverse
acquisition, whereby ORIX will acquire TTA. Due to the limited operations of
TTA, no goodwill will be recognized as a result of the transaction. For
accounting purposes, the TTA tangible assets and liabilities will be recorded at
historical cost, which represents in management's opinion their fair market
value. Additionally, the historical financial information of TTA does not take
into account any adjustments that may be required as a result of TTA's wholly
owned subsidiary, GetNet International, Inc. ("GetNet") Chapter 11 Bankruptcy
filing on December 18, 1997.

The accompanying pro forma financial information includes:

1. A Pro Forma Balance Sheet as of October 31, 1997, prepared as if the
transaction occurred as of that date.

2. A Pro Forma Statement of Operations for the year ended May 31, 1997,
prepared as if the transaction occurred on June 1, 1996.

3. A Pro Forma Statement of Operations for the five months ended October
31, 1997, prepared as if the transaction occurred on June 1, 1996.

The pro forma financial information was derived from the audited financial
statements of TTA and ORIX as of May 31, 1997 and for the year then ended, as
well as the October 31, 1997 unaudited financial statements of TTA and ORIX for
the five months then ended.

The assumptions used in preparing the pro forma adjustments are described in the
footnotes to the pro forma financial statements. However, due to the
uncertainties inherent in the assumption process, it is at least reasonably
possible that the assumptions might require further revision and that such
revision could be material.

The pro forma financial information should be read in conjunction with the
historical financial statements of TTA and ORIX which were used to prepare the
pro forma financial information.

The pro forma financial information presented is not necessarily indicative of
that which would have been attained had the transaction actually occurred at an
earlier date nor do they present results to be obtained in the future.

-1-
<PAGE>

TOUCH TONE AMERICA, INC.

PRO FORMA BALANCE SHEET
OCTOBER 31, 1997
(UNAUDITED)

HISTORICAL
----------------------------------
ORIX GLOBAL
TOUCH TONE COMMUNICATIONS, PRO FORMA PRO FORMA
AMERICA, INC. INC. ADJUSTMENTS COMBINED
-------------- --------------- -------------- --------------
ASSETS
CURRENT ASSETS:
<S> <C> <C> <C> <C>
Cash $ - $ 3,000 $ 2,500,000 $ 2,503,000
Trade receivables, net 70,000 80,000 - 150,000
Loan receivable - 34,000 - 34,000
Prepaid expenses 26,000 - - 26,000
Other receivables - 41,000 (a) (37,000) 4,000
-------------- --------------- -------------- --------------
Total current assets 96,000 158,000 2,463,000 2,717,000
-------------- --------------- -------------- --------------

PROPERTY AND EQUIPMENT, net 878,000 759,000 - 1,637,000

OTHER ASSETS:
Intangibles, net 501,000 - (b) (501,000) -
Deposits 78,000 13,000 - 91,000
-------------- --------------- -------------- --------------

TOTAL ASSETS $ 1,553,000 $ 930,000 $ 1,962,000 $ 4,445,000
-------------- --------------- -------------- --------------
-------------- --------------- -------------- --------------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 965,000 $ 879,000 $ - $ 1,844,000
Accrued liabilities 483,000 - - 483,000
Deferred revenues 58,000 25,000 - 83,000
Current portion of capital lease
obligations 59,000 - - 59,000
Due to ORIX 37,000 - (a) (37,000) -
Other liabilities 285,000 - - 285,000
-------------- --------------- -------------- --------------
Total current liabilities 1,887,000 904,000 (37,000) 2,754,000
-------------- --------------- -------------- --------------

8% CONVERTIBLE DEBENTURE (d) 2,500,000 2,500,000

CAPITAL LEASE OBLIGATIONS 47,000 - - 47,000
-------------- - -------------- -------------- --------------

STOCKHOLDERS' EQUITY:
Preferred stock - - - -
Common stock 8,437,000 529,000 - 8,966,000
Accumulated deficit (8,818,000) (503,000) (501,000) (9,822,000)
-------------- --------------- -------------- --------------
Total stockholders' equity
(deficit) (381,000) 26,000 (501,000) (856,000)
-------------- --------------- -------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 1,553,000 $ 930,000 $ 1,962,000 $ 4,445,00
-------------- --------------- -------------- --------------
-------------- --------------- -------------- --------------

</TABLE>

-2-
<PAGE>

TOUCH TONE AMERICA, INC.

PRO FORMA STATEMENT OF OPERATIONS
YEAR ENDED MAY 31, 1997
(UNAUDITED)

HISTORICAL
--------------------------------
ORIX GLOBAL
TOUCH TONE COMMUNICATIONS, PRO FORMA PRO FORMA
AMERICA, INC. INC. ADJUSTMENTS COMBINED
------------- --------------- ------------- ---------------

<S> <C> <C> <C> <C>
REVENUES $ 1,992,000 $ 883,000 $ - $ 2,875,000
------------- --------------- ------------- ---------------

OPERATING EXPENSES:
Cost of services 1,990,000 547,000 - 2,537,000
Selling, general and
administrative 2,605,000 364,000 - 2,969,000
Amortization,
depreciation and 580,000 26,000 (c) (168,000) 438,000
impairment

Severance 334,000 - - 334,000
Other 375,000 176,000 - 551,000
------------- --------------- ------------- ---------------
5,884,000 1,113,000 (168,000) 6,829,000
------------- --------------- ------------- ---------------
LOSS FROM OPERATIONS (3,892,000) (230,000) 168,000 (3,954,000)
------------- --------------- ------------- ---------------

OTHER EXPENSES:

Interest expense 84,000 3,000 - 87,000
Absorbed merger and
acquisition costs 381,000 - - 381,000
------------- --------------- ------------- ---------------
465,000 3,000 - 468,000
------------- --------------- ------------- ---------------
NET LOSS $ (4,357,000) $ (233,000) $ 168,000 $ (4,422,000)
------------- --------------- ------------- ---------------
------------- --------------- ------------- ---------------

NET LOSS PER SHARE $ (0.12)
---------------
---------------

WEIGHTED AVERAGE SHARES OUTSTANDING (e) 37,056,099
---------------
---------------

</TABLE>

-3-

<PAGE>

TOUCH TONE AMERICA, INC.
PRO FORMA STATEMENT OF OPERATIONS
FIVE MONTHS ENDED OCTOBER 31, 1997
(UNAUDITED)

<S> <C> <C> <C> <C>
REVENUES $ 611,000 $ 1,845,000 $ - $ 2,456,000
------------- --------------- ------------- ---------------

OPERATING EXPENSES:
Cost of services 845,000 1,221,000 - 2,066,000
Selling, general and
administrative 792,000 660,000 - 1,452,000
Amortization, depreciation and
impairment 155,000 82,000 (c) (70,000) 167,000

Write off of related party
receivable - 151,000 - 151,000
------------- --------------- ------------- ---------------
1,792,000 2,114,000 (70,000) 3,836,000
------------- --------------- ------------- ---------------
LOSS FROM OPERATIONS (1,181,000) (269,000) 70,000 (1,380,000)
------------- --------------- ------------- ---------------

OTHER INCOME (EXPENSES):
Interest income and other 81,000 - - 81,000

Interest (expense) (9,000) - - (9,000)
------------- --------------- ------------- ---------------
72,000 - - 72,000
------------- --------------- ------------- ---------------
NET LOSS $ (1,109,000) $ (269,000) $ 70,000 $ (1,308,000)
------------- --------------- ------------- ---------------
------------- --------------- ------------- ---------------

NET LOSS PER SHARE $ (0.03)
---------------
---------------

WEIGHTED AVERAGE SHARES OUTSTANDING (e) 37,820,980
---------------
---------------

</TABLE>

-4-

<PAGE>

TOUCH TONE AMERICA, INC.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

(a) To eliminate intercompany advances.

(b) To reflect the reverse acquisition of TTA by ORIX and reflect only the
tangible assets and liabilities of TTA at historical cost.

(d) To reflect the issuance of a $2,500,000 convertible debenture for cash in
conjunction with the closing of the TTA/ORIX merger.

(e) To reflect the issuance of 33,732,980 shares of common stock to acquire
ORIX.

-5-

<PAGE>

CALIFORNIA GENERAL CORPORATION LAW

CHAPTER 13. DISSENTERS' RIGHTS

1300 [SHORT FORM MERGER; PURCHASE OF SHARES AT FAIR MARKET VALUE; "DISSENTING
SHARES" AND DISSENTING SHAREHOLDER].

(a) If the approval of the outstanding shares (Section 152) of a
corporation is required for a reorganization under subdivisions (a) and (b) or
subdivision (e) OR (f) of Section 1201, each shareholder of the corporation
entitled to vote on the transaction and each shareholder of a subsidiary
corporation in a short-form merger may, by complying with this chapter, require
the corporation in which the shareholder holds shares to purchase for cash at
their fair market value the shares owned by the shareholder which are dissenting
shares as defined in subdivision (b). The fair market value shall be determined
as of the day before the first announcement of the terms of the proposed
reorganization or short-form merger, excluding any appreciation or depreciation
in consequence of the proposed action, but adjusted for any stock split, reverse
stock split, or share dividend which becomes effective thereafter.
(b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:
(1) Which were not immediately prior to the reorganization or short-form
merger either (A) listed on any national securities exchange certified by the
Commissioner of Corporations

1302 [DISSENTING SHARES, STAMPING OR ENDORSING]

Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder, the shareholder shall submit to the corporation at
its principal office or at the office of any transfer agent thereof, (a) if the
shares are certified securities, the shareholder's certificates representing any
shares which the shareholder demands that the corporation purchase, to be
stamped or endorsed with a statement that the shares are dissenting shares or to
be exchanged for certificates of appropriate denomination so stamped or endorsed
or (b) if the shares are uncertificated securities, written notice of the number
of shares which the shareholder demands that the corporation purchase, upon
subsequent transfers of the dissenting shares on the books of the corporation,
the new certificates, initial transaction statement, and other written
statements issued therefor shall bear a like statement, together with the name
of the original dissenting holder of the shares. (Last amended by Ch. 766, L.
'86, eff. 1-1-87).

1303 [DISSENTING SHAREHOLDER ENTITLED TO AGREED PRICE WITH INTEREST; TIME OF
PAYMENT].

(a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
shareholder is entitled to the agreed price with interest thereon at the legal
rate on judgements from the date of the agreement. Any agreements fixing the
fair market value of any dissenting shares as between the corporation and the
holders thereof shall be filed with the secretary of the corporation.

<PAGE>

(b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount thereof
has been agreed or within 30 days after any statutory or contractual conditions
to the reorganization are satisfied, whichever is later, and in case of
certified securities, subject to surrender of the certificates therefor, unless
provided otherwise by agreement. (Last amended by Ch. 766, L. '86, eff.
1-1-87).

1304 [DISSENTERS ACTIONS; JOINDER; CONSOLIDATION; APPOINTMENT OF APPRAISERS]

(a) If the corporation denies that the shares are dissenting shares, or the
corporation and the shareholder fail to agree upon the fair market value of the
shares, then the shareholder demanding purchase of such shares as dissenting
shares or any interested corporation, within six months after the date on which
notice of the approval by the outstanding shares (Section 152) or notice
pursuant to subdivision (i) of Section 1110 was mailed to the shareholder, but
not thereafter, may file a complaint in the superior court of the proper county
praying the court to determine whether the shares are dissenting shares or the
fair market value of the dissenting shares or both or may intervene in any
action pending on such a complaint.
(b) Two or more dissenting shareholders may join as plaintiffs or be joined
as defendants in any such action and two or more such actions may be
consolidated.
(c) On the trial of the action, the court shall determine the issues. If
the status of the shares as dissenting shares is in issue, the court shall
determine the issues. If the status of the shares as dissenting shares is in
issue, the court shall first determine that issue. If the fair market value of
the dissenting shares is in issue, the court shall determine, or shall appoint
one or more impartial appraisers to determine, the fair market value of the
shares.

1305 [APPRAISERS DUTY AND REPORT; COURT JUDGEMENT; PAYMENT; APPEAL; COSTS OF
ACTION].

(a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed
by the court, the appraisers, or a majority of them, shall make and file a
report in the office of the clerk of the court. Thereupon, on the motion of any
party, the report shall be submitted to the court and considered on such
evidence as the court considers relevant. If the court finds the report
reasonable, the court may confirm it.
(b) If a majority of the appraisers appointed fail to make and file a
report within 10 days from the date of their appointment or within such further
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.
(c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market value
of each dissenting share multiplied by the number of dissenting shares which any
dissenting shareholder who is a party, or who has intervened, is entitled to
require the corporation to purchase, with interest thereon at the legal rate
from the date on which judgment was entered.

<PAGE>

(d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment. Any party may appeal from the judgment.
(e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the
court considers equitable, but, if the appraisal exceeds the price offered by
the corporation, the corporation shall pay the costs (including in the
discretion of the court attorneys' fees, fees of expert witnesses and interest
at the legal rate on judgments from the date of compliance with Sections 1300,
1301 and 1302 if the value awarded by the court for the shares is more than 125
percent of the price offered by the corporation under subdivision (a) of Section
1301). (Last amended by Ch. 766 L. '86, eff. 1-1-87.)
COMMENT: To encourage fair treatment of dissenters, prior law requires the
corporation to pay the costs of an appraisal action if the appraisal amount
exceeds the price offered by the corporation. This subdivision expands that
policy to provide that in the event the appraisal is more than 125% of the price
offered by the corporation the corporation MAY be required in the discretion of
the court, to pay, in addition to the costs, attorneys' and other fees, as well
as interest thereon.

1306 [DISSENTING SHAREHOLDERS: EFFECT OF PREVENTION OF PAYMENT OF FAIR MARKET
VALUE].

To the extent that the provisions of Chapter 5 prevent the payment to any
holders of dissenting shares of their fair market value, they shall become
creditors of the corporation for the amount thereof together with interest at
the legal rate on judgments until the date of payment, but subordinate to all
other creditors in any liquidation proceeding, such debt to be payable when
permissible under the provisions of Chapter 5.
SOURCE: NEW.
COMMENT: Chapter 5 protects creditors of the corporation and certain
classes of shareholders from distributions detrimental to their interests. This
section extends the prohibitions of Chapter 5 to distributions resulting from
corporate purchases of dissenting shares.
If the purchase of dissenting shares is prohibited by Chapter 5, holders of
dissenting shares so affected becomes creditors of the corporation until payment
is permissible under those provisions. Given the nature of their creditor
status, the holders of dissenting shares who are creditors of the corporation
pursuant to this section are subordinate to all other creditors in the event of
any liquidation proceedings.

1307 [DISSENTING SHARES, DISPOSITION OF DIVIDENDS].

Cash dividends declared and paid by the corporation upon the dissenting
shares after the date of approval of the reorganization by the outstanding
shares (Section 152) and prior to payment for the shares by the corporation
shall be credited against the total amount to be paid by the corporation
therefor.

<PAGE>

1308 [DISSENTING SHARES, RIGHTS AND PRIVILEGES]

Except as expressly limited in this chapter, holders of dissenting shares
continue to have all the rights and privileges incident to their shares, until
the fair market value of their shares is agreed upon or determined. A
dissenting shareholder may not withdraw a demand for payment unless the
corporation consents thereto.

1309 [DISSENTING SHARES, LOSS OF STATUS]

Dissenting shares lose their status as dissenting shares and the holders
thereof cease to be dissenting shareholders and cease to be entitled to require
the corporation to purchase their shares upon the happening of any of the
following:
(a) The corporation abandons the reorganization. Upon abandonment of the
reorganization, the corporation shall pay on demand to any dissenting
shareholder who has initiated proceedings in good faith under this chapter all
necessary expenses incurred in such proceedings and reasonable Attorneys' fees.
(b) The shares are transferred prior to their submission for endorsement in
accordance with Section 1302 or are surrendered for conversion into shares of
another class in accordance with the articles.
(c) The dissenting shareholder and the corporation do not agree upon the
status of the shares as dissenting shares or upon the purchase price of the
shares, and neither files a complaint or intervenes in a pending action as
provided in Section 1304, within six months after the date on which notice of
the approval by the outstanding shares or notice pursuant to subdivision (i) of
Section 1110 was mailed to the shareholder.
(d) The dissenting shareholder, with the consent of the corporation,
withdraws the shareholder's demand for purchase of the dissenting shares.

1310 [SUSPENSION OF CERTAIN PROCEEDINGS WHILE LITIGATION IS PENDING].

If litigation is instituted to test the sufficiency or regularity of the
votes of the shareholders in authorizing a reorganization, any proceedings under
Sections 1304 and 1305 shall be suspended until final determination of such
litigation.

1311 [CHAPTER INAPPLICABLE TO CERTAIN CLASSES OF SHARES].

This chapter, EXCEPT SECTION 1312, does not apply to classes of shares
whose terms and provisions specifically set forth the amount to be paid in
respect to such shares in the event of a reorganization or merger. (Last amended
by Ch. 919, L. '88, eff. 1-1-89.)

<PAGE>

1312 [VALIDITY OF REORGANIZATION OR SHORT FORM MERGER, ATTACK ON; SHAREHOLDERS'
RIGHTS; BURDEN OF PROOF].

(a) No shareholder of a corporation who has a right under this chapter to
demand payment of cash for the shares held by the shareholder shall have any
right at law or in equity to attack the validity of the reorganization or
short-form merger, or to have the reorganization or short-form merger set aside
or rescinded, except in an action to test whether the number of shares required
to authorize or approve the reorganization have been legally voted in favor
thereof; but any holder of shares of a class whose terms and provisions
specifically set forth the amount to be paid in respect to them in the event of
a reorganization or short-form merger is entitled to payment in accordance with
those terms and provisions OR, IF THE PRINCIPAL TERMS OF THE REORGANIZATION ARE
APPROVED PURSUANT TO SUBDIVISION (b) OF SECTION 1202, IS ENTITLED TO PAYMENT IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THE APPROVED REORGANIZATION.

(b) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, subdivision (a) shall not
apply to any shareholder of such party who has not demanded payment of cash for
such shareholder's shares pursuant to this chapter; but if the shareholder
institutes any action to attack the validity of the reorganization or short-form
merger or to have the reorganization or short-form merger set aside or
rescinded, the shareholder shall not thereafter have any right to demand payment
of cash for the shareholder's shares pursuant to this chapter. The court in any
action attacking the validity of the reorganization or short-form merger or to
have the reorganization or short-form merger set aside or rescinded shall not
restrain or enjoin the consummation of the transaction except upon 10 days,
prior notice to the corporation and upon a determination by the court that
clearly no other remedy will adequately protect the complaining shareholder or
the class of shareholders of which such shareholder is a member.
(c) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, in any action to attack the
validity of the reorganization or short-form merger or to have the
reorganization or short-form merger set aside or rescinded, (1) a party to a
reorganization or short-form merger which controls another party to the
reorganization or short-form merger shall have the burden of proving that the
transaction is just and reasonable as to the shareholders of the controlled
party, and (2) a person who controls two or more parties to a reorganization
shall have the burden of proving that the transaction is just and reasonable as
to the shareholders of any party so controlled. (Last amended by Ch. 919, L.
'88, eff. 1-1-89.)

- ---------------------
Ch. 919, L. '88, eff. 1-1-89, added matter in italic