

                 Instructions For The Use of SCOR Form


              Introduction

              This form has been developed pursuant to the Small
          Business Investment Incentive Act of 1980 (now contained in
          Section 19 of the Securities Act of 1933) which prescribes
          state and federal cooperation in furtherance of the
          policies expressed in that Act of a substantial reduction
          in costs and paperwork to diminish the burden of raising
          investment capital, particularly by small business, and a
          minimum interference with the business of capital
          formation.

              This is the general registration form for
          corporations registering under state securities laws
          securities that are exempt from registration with the
          Securities and Exchange Commission (the "SEC") under Rule
          504 of Regulation D.  It is designed to be used by
          companies, the attorneys and accountants for which are not
          necessarily specialists in securities regulation.

              Historically, state legislatures have generally
          followed two approaches to the registration of public
          offerings of securities.  Some states deal solely with the
          disclosure made to investors.  In addition to disclosure,
          other states may also apply substantive fairness standards
          for public offerings in order to assure that the terms and
          structure of the offering are fair to investors.  In
          particular, those standards are designed to require the
          promoters of the enterprise to share its potential risks
          and rewards fairly with the public investors.  Those
          standards vary from state to state and as a general rule
          must be complied with by a company in order to register its
          securities in those states.

              You may anticipate receiving comments from
          examiners in many of the states in which registration is
          sought.  Depending upon the regulatory approach taken by
          the state, those comments may be limited to requests for
          disclosure of additional information or may also require
          that certain terms of the offering be modified to comply
          with the state's substantive fairness criteria.  Failure to
          resolve outstanding comments can lead to denial of an
          application for registration.

              A company, prior to using the form, may wish to
          contact the staff of the securities administrator of each
          state in which the offering is to be filed to review
          applicable substantive fairness standards.  It may be
          possible to arrange a prefiling conference with the
          administrator's staff.  The states that apply such
          standards may identify those standards in an appendix to
          these instructions or may use other means to make them
          available.

              To be eligible to use SCOR, a company must comply
          with each of the following requirements:  A.  The company
          must be a corporation organized under the laws of one of
          the states or possessions of the United Sates which engages
          in or proposes to engage in a business other tan petroleum
          exploration or production or mining or other extractive
          industries.  "Blind pool" offerings and other offerings for
          which the specific business or properties cannot now be
          described are ineligible for SCOR.

              B.  The securities may be offered and sold only on
          behalf of the company, and the form may not be used by any
          selling security-holder (including purchasing underwriters
          in a firm commitment underwriting) to register his
          securities for resale.

              C.  The offering price for common stock (and the
          exercise price, if the securities are options, warrants or
          rights for, and the conversion price if the securities are
          convertible into, common stock) must be equal to or greater
          than $5.00 per share.  By execution of the application and
          the filing of the SCOR in any state, the company thereby
          agrees with the state securities administrator that the
          company will not split its common stock, or declare a stock
          dividend, for two years after the effectiveness of the
          registration; provided, however, that in connection with a
          subsequently registered public offering, the company may
          upon application and consent of the administrator take
          such action.

              D.  The company may engage selling agents to sell
          the securities.  Commissions, fees, or other remuneration
          for soliciting any prospective purchaser in connection with
          this offering may only be paid to persons who, if required
          to be registered, the company believes, and has reason to
          believe, are appropriately registered in the state.

              E.  This form shall not be available for the
          securities of any company if the company or any of its
          officers, directors, 10% stockholders, promoters or any
          selling agents of the securities to be offered, or any
          officer, director, or partner of such selling agent:
              (i) has filed a registration statement which is the
          subject of a currently effective registration stop order
          entered pursuant to any state's securities law within five
          years prior to the filing of the application for
          registration hereunder;
              (ii)  has been convicted within five years prior to
          the filing of the application for registration hereunder of
          any felony or misdemeanor in connection with the offer,
          purchase or sale of any security or any felony involving
          fraud or deceit, including, but not limited to, forgery,
          embezzlement, obtaining money under false pretenses,
          larceny, or conspiracy to defraud;
              (iii)  is currently subject to any state
          administrative enforcement order or judgment entered by
          that state's securities administrator within five years
          prior to the filing of the application for registration
          hereunder or is subject to any state's administrative
          enforcement order or judgment in which fraud or deceit,
          including but not limited to making untrue statements of
          material facts and omitting to state material facts, was
          found and the order or judgment was entered within five
          years prior to the filing of the application for
          registration hereunder;
              (iv)  is subject to any state's administrative
          enforcement order or judgment which prohibits, denies, or
          revokes the use of any exemption from registration in
          connection with the offer, purchase, or sale of securities;
              (v)  is currently subject to any order, judgment,
          or decree of any court of competent jurisdiction
          temporarily or preliminarily restricting or enjoining, or
          is subject to any order, judgement or decree of any court
          of competent jurisdiction, permanently restraining or
          enjoining, such party from engaging in or continuing any
          conduct or practice in connection with the purchase or sale
          of any security or involving the making of any false
          filing with the state entered within five years prior to
          the filing of the application for registration hereunder;
              (vi)  the prohibitions of paragraphs (i) - (iii)
          and (v) above shall not apply if the person subject to the
          disqualification is duly licensed or registered to conduct
          securities related business in the state in which the
          administrative order or judgment was entered against such
          person or if the broker-dealer employing such party is
          licensed or registered in this state and the Form B-D filed
          with this state discloses the order, conviction, judgment,
          or decree relating to such person.  No person disqualified
          under this subsection may act in a capacity other than that
          for which the person is licensed or registered; and
              (vii) any disqualification caused by this section
          is automatically waived if the state securities
          administrator or agency of the state which created the
          basis for disqualification determines upon a showing of
          good cause that it is not necessary under the circumstances
          that registration be denied.
              If any of the circumstances in clauses (ii), (iii),
          or (v) of the preceding paragraph has occurred more than
          five years from the date of the application for
          registration hereunder, these circumstances should be
          described in response to Question 45 as a Miscellaneous
          Factor.

              F.  Use of the form is available to any offering of
          securities by a company, the aggregate offering price of
          which within or outside this state shall not exceed
          $1,000,000, less the aggregate offering price for all
          securities sold within the twelve months before the start
          of, and during the offering of, the securities under SEC
          Rule 504 in reliance on any exemption under section 3(b) of
          the Securities Act of 1933 or in violation of section
          5(a) of that act.  The form is not available to a company
          that is an investment company (including mutual funds) or
          is subject to the reporting requirements of Section 13 or
          Section 15(d) of the Securities Exchange Act of 1934.

              G.  The company shall file with the SEC a Form D of
          Regulation D under the Securities Act of 1933 claiming
          exemption of the offering from registration under such act
          pursuant to Rule 504.  A copy of the Form D with
          appropriate state signature pages shall be filed with the
          administrator at the same time as filed with the SEC.



                        General Requirements For Use of Form

              The SCOR form, when properly filled in, signed and
          submitted, together with the exhibits scheduled below and a
          Form U-1 Uniform Application to Register Securities,
          constitutes an application for registration for the states
          listed at the bottom of the cover page of the form.  There
          should be filed with each state there listed a signed
          original of the form, together with an executed Form U-1
          and a signed original of the consent to service of
          process constituting Exhibit 7.  Any references in the Form
          U-1 to SEC registration and effectiveness should be
          disregarded and Questions 6 and 8(a) of the Form U-a are
          inapplicable.  The Form U-1 should set forth the amount of
          securities being registered in that state and the method of
          calculating the filing fee, and there should be enclosed a
          check for the amount of the filing fee.  Each state must
          separately declare the registration effective by an order
          to that effect unless that state has some other procedure
          applicable to registration on the SCOR form.  Once
          registration is effective as to a given state, the
          effective date should be noted at the bottom of the cover
          page of the form.  Any changed or revised Disclosure
          Document must also be signed.

              Each question in each paragraph of the form should
          be responded to.  If the question or series of questions is
          inapplicable, so indicate.  Each answer should be clearly
          and concisely stated and in the space provided however,
          notwithstanding the specificity of the questions, responses
          should not involve nominal, immaterial or insignificant
          information.

              If the provided space is insufficient, additional
          space should be created.  Care should be taken to assure
          that the form is accurately and completely reproduced.
          Small type sizes should not be used, and script or italic
          type styles should be avoided.

              There must be submitted to the administrator an
          opinion of an attorney licensed to practice in a state or
          territory of the United States that the securities to be
          sold in the offering have been duly authorized and when
          issued upon payment of the offering price will be legally
          and validly issued, fully paid and nonassessable and
          binding on the company in accordance with their terms.

              The Disclosure Document on the SCOR form
          constitutes the offering circular or prospectus and the
          form once filled out, filed and declared effective may be
          reproduced by the company by copy machine or otherwise for
          dissemination to potential investors.  (The company is
          cautioned to control the copying and distribution to
          preclude inaccurate or unreadable copies from being used
          and to prevent other unauthorized uses for which the
          company may nevertheless be deemed responsible.)
          Reproduced copies should be on white paper and should be
          stapled or secured in the left margin without a cover of
          any type.   (Note that these are regulatory requirements --
          don't try to get fancy.)

              The company should expect that the office of the
          administrator may have comments and questions concerning
          the answers set forth on the form and that changes may be
          required to be made to the answers before the registration
          is declared effective.  Comments and questions may either
          be included in a letter or made by telephone communication
          initiated by the office of the administrator in response to
          the filing.

              No offers or sales may be made in a state until the
          registration has been declared effective by the
          administrator.  To make offers or sales before the
          registration is effective could lead to a stop order or
          other proceeding which would preclude use of the form in
          this or any other state and could give rise to a right of
          rescission by investors enforceable against management,
          principal stockholders and the selling agents as well as
          the company.  When the registration has been declared
          effective in a state, offers and sales may be made in that
          state even though registration in other states has not been
          declared effective.  The Disclosure Document must be
          delivered to each investor before the sale is made, e.g.
          (a) before any order is entered; (b) any subscription
          agreement is signed; or (c) any part of the purchase price
          is received.  The registration statement will be effective
          only for the same time period specified in the order of the
          administrator, which may be different for different states;
          however, no registration statement shall remain effective
          in a particular state for a period greater than one year.

              After the registration has been declared effective,
          and while the offering is still in progress, if any portion
          of the form should need to be changed or revised because of
          a material event concerning the company or the offering to
          make it accurate and complete, it shall be so changed,
          revised, or supplemented.  If changed, revised or
          supplemented (including an addition on the cover page of
          another state in which the offering has been registered)
          the form as so changed, revised, or supplemented, clearly
          marked to show changes from the previously filed version,
          should be filed and cleared with the administrator of this
          state before use.  If any of the changes or revisions are
          of such significance that they are material to the making
          of an investment decision by an investor, and if the
          minimum proceeds have not been raised, after filing with
          and clearance by the administrator, the Disclosure Document
          on this form as so changed, revised or supplemented should
          be recirculated to persons in this state that have
          previously subscribed, and they should be given the
          opportunity to rescind or reconfirm their investment.

              Options, warrants, and similar rights to purchase
          securities constitute a continuous offering of the
          underlying securities during the exercise period and
          require the securities to be registered and the Disclosure
          Document to be kept continuously current throughout the
          exercise period through the use of the above amendment
          procedure or by means of a supplement, as appropriate.
          Upon any change, revision or supplement to the Disclosure
          Document, a copy must be promptly furnished to the holders
          of options, warrants, and similar rights.

              Any and all supplemental selling literature or
          advertisements announcing the offering should be filed by
          the company and cleared with the securities administrator
          of each state prior to publication or circulation within
          that state.  An announcement should not be a sales
          motivation device and should normally contain no more than
          the following: (1) the name of the company, (2)
          characterization of the company as indicated on the cover
          page of the Disclosure Document, (3) address and telephone
          number of the company, (4) a brief indication in ten words
          or less of the company's business or proposed business, (5)
          the number and type of securities offered and the offering
          price per security, (6) the name, address and telephone
          number of any selling agent authorized to sell the
          securities, (7) a statement that the announcement does not
          constitute an offer to sell or solicitation of an offer to
          purchase and that any such offer must be made by official
          Disclosure Document, (8) how a copy of the Disclosure
          Document may be obtained, and (9) the company's corporate
          logo.  Clip and return coupons requesting a copy of the
          Disclosure Document are permitted in printed announcements.
          (For example, an announcement in "tombstone" format with a
          black-lined border and using the following language would
          ordinarily be acceptable: "50,000 shares, common stock; $5
          per share; (logo) XYZ Corporation, a development stage
          database computer software company now conducting
          operations; Midtown, Ohio; Selling agent: ABC Securities,
          1234 Main Street, Midtown, Ohio, (321) 123-4567.  This
          announcement does not constitute an offer to sell or the
          solicitation of an offer to buy the securities, which offer
          may be made only by means of an official Disclosure
          Document; A copy of the Disclosure Document may be obtained
          by contacting the selling agent at the above address and
          telephone number."  A similar announcement as a classified
          advertisement is acceptable in most states.

              The issuance of any but routine press releases or
          the granting of interviews to news media during, or at
          about the same time of, an offering could constitute
          indirect advertising, which if not precleared with the
          securities administrator would be prohibited.  Any unusual
          news article or news program featuring the company during
          this period, particularly if present or future earnings, or
          the pending offering, are mentioned, could delay or cause
          suspension of the effectiveness of the registration and
          disrupt the offering.  Consequently, any such news article
          or news program, no matter by whom it may be initiated,
          should generally be discouraged during this period.


                 Instructions as to Specific Captions and Questions

              BE VERY CAREFUL AND PRECISE IN ANSWERING ALL
          QUESTIONS.  GIVE FULL AND COMPLETE ANSWERS SO THAT THEY ARE
          NOT MISLEADING.  UNDER THE CIRCUMSTANCES INVOLVED, DO NOT
          DISCUSS ANY FUTURE PERFORMANCE OR OTHER ANTICIPATED EVENT
          UNLESS YOU HAVE A REASONABLE BASIS TO BELIEVE THAT IT WILL
          ACTUALLY OCCUR WITHIN THE FORESEEABLE FUTURE.  IF ANY
          ANSWER REQUIRING SIGNIFICANT INFORMATION IS MATERIALLY
          INACCURATE, INCOMPLETE OR MISLEADING, THE COMPANY, ITS
          MANAGEMENT AND PRINCIPAL STOCKHOLDERS MAY HAVE LIABILITY TO
          INVESTORS.  THE SELLING AGENTS SHOULD EXERCISE APPROPRIATE
          DILIGENCE TO DETERMINE THAT NO SUCH INACCURACY OR
          INCOMPLETENESS HAS OCCURRED, OR THEY ALSO MAY BE LIABLE.

              A.  Cover Page.  The cover page of the Disclosure
          Document is a summary of certain essential information and
          should be kept on one page if at all possible.  For
          purposes of characterizing the company on the cover page,
          the term "development stage" has the same meaning as that
          set forth in Statements of Financial Accounting Standards
          No. 7 (June 1, 1975).

              B.  Risk Factors.  The company should avoid
          generalized statements and include only those factors which
          are unique to the company.  No specific number of risk
          factors is required to be identified.  If more than 16
          significant risk factors exist, add additional lines and
          number as appropriate.  Risk factors may be due to such
          matters as cash flow and liquidity problems, inexperience
          of management in managing a business in the particular
          industry, dependence of the company on an unproven product,
          absence of an existing market for the product (even though
          management may believe a need exists), absence of an
          operating history of the company, absence of profitable
          operations in recent periods, an erratic financial history,
          the financial position of the company, the nature of the
          business in which the company is engaged or proposes to
          engage, conflicts of interest with management, arbitrary
          establishment of offering price, reliance on the efforts of
          a single individual, or absence of a trading market if a
          trading market is not expected to develop.  Cross reference
          should be made to the questions where details of the risks
          are described.

              C.  Business and Properties.  The inquiries made
          under Business and Properties elicit information concerning
          the nature of the business of the company and its
          properties.  Make clear what aspects of the business are
          presently in operation and what aspects are planned to be
          in operation in the future.  The description of principal
          properties should provide information which will reasonably
          inform investors as to the suitability, adequacy,
          productive capacity and extent of utilization of the
          facilities used in the enterprise.  Detailed descriptions
          of the physical characteristics of the individual
          properties or legal descriptions by metes and bounds are
          not required and should not be given.  As to Question 4, if
          more than five events or milestones exist, add additional
          lines as necessary.  A "milestone" is a significant point
          in the company's development or an obstacle which the
          company must overcome in order to become profitable.

              D.  Offering Price Factors.  Financial information
          in response to Questions 5, 6, and 7 should be consistent
          with the financial statements.  Earnings per share for
          purposes of Question 5 should be calculated by dividing
          earnings for the last fiscal year by the weighted average
          of outstanding shares during that year.  No calculations
          should be shown for periods of less than one year or if
          earnings are negative or nominal.  For purposes of Question
          8, the "offering price" of any options, warrants, or rights
          or convertible securities in the offering is the respective
          exercise or conversion price.

              E.  List of Proceeds.  Use of proceeds should be
          stated with a high degree of specificity.  Suggested (but
          not mandatory) categories are: leases, rent, utilities,
          payroll (by position or type), purchase or lease of
          specific items of equipment or inventory, payment of notes,
          accounts payable, etc., marketing or advertising costs,
          taxes, consulting fees, permits, professional fees,
          insurance and supplies.  Categories will vary depending on
          the company's plans.  Use of footnotes or other explanation
          is recommended where appropriate.  Footnotes should be used
          to indicate those items of offering expenses that are
          estimates.  Set forth in separate categories all payments
          which will be made immediately to the company's executive
          officers, directors, and promoters, indicating by footnote
          that these payments will be so made to such persons.  If a
          substantial amount is allocated to working capital, set
          forth separate sub-categories for use of the funds in the
          company's business.

              If any substantial portion of the proceeds has been
          allocated for particular purposes, a statement to that
          effect as one of the Use of Net Proceeds categories should
          be included together with a statement of the amount of
          proceeds not so allocated and a footnote explaining how the
          company expects to employ such funds not so allocated.

              F.  Plan of Distribution.  In Question 26 if the
          proposed business of the company requires a minimum amount
          of proceeds to commence, or to proceed with, the business
          in the manner proposed, there shall be established an
          escrow with a bank or savings and loan association or other
          similar depository institution acting as independent escrow
          agent with which shall be immediately deposited all
          proceeds received from investors until the minimum amount
          of proceeds has been raised.  Any failure to deposit funds
          promptly into the escrow shall be grounds for enforcement
          proceedings against the persons involved.  The date at
          which the funds will be returned by the escrow agent if the
          minimum proceeds are not raised shall not be later than one
          year from the date of effectiveness of the registration in
          this state.

              G.  Capitalization.  Capitalization should be shown
          as of a date no earlier than that of the most recent
          financial statement provided pursuant to Question 46.  If
          the company has mandatory redeemable preferred stock,
          include the amount thereof in "long term debt" and so
          indicate by footnote to that category in the capitalization
          table.

              H.  Officers and Key Personnel of the Company.  The
          term "Chief Executive Officer" means the officer of the
          company who has been delegated final authority by the board
          of directors to direct all aspects of the company's
          affairs.  The term "Chief Operating Officer" means the
          officer in charge of the actual day-to-day operations of
          the company's business.  The term "Chief Financial Officer"
          means the officer having accounting skills who is primarily
          in charge of assuring that the company's financial books
          and records are properly kept and maintained and financial
          statements prepared.

              The term "key personnel" means persons such as vice
          presidents, production managers, sales managers, or
          research scientists and similar persons, who are not
          included above, but who make or are expected to make
          significant contributions to the business of the company,
          whether as employees, independent contractors, consultants
          or otherwise.

              I.  Principal Stockholders.  If shares are held by
          family members, through corporations or partnerships, or
          otherwise in a manner that would allow a person to direct
          or control the voting of the shares (or share in such
          direction or control -- as, for example, a co-trustee) they
          should be included as being "beneficially owned."  An
          explanation of these circumstances should be set forth in a
          footnote to the "Number of Shares Now Held."

              J.  Management Relationships, Transactions and
          Remuneration.  For purposes of Question 39(b), a person
          directly or indirectly controls an entity if he is part of
          the group that directs or is able to direct the entity's
          activities or affairs.  A person is presumptively a member
          of a control group if he is an officer, director, general
          partner, trustee or beneficial owner of a 10% or greater
          interest in the entity.  in Question 40, the term "Cash"
          should indicate salary, bonus, consulting fees,
          non-accountable expense accounts and the like.  The column
          captioned "Other" should include the value of any options
          or securities given, any annuity, pension or retirement
          benefits, bonus or profit-sharing plans, and personal
          benefits (club memberships, company cars, insurance
          benefits not generally available to employees, etc.)  The
          nature of these benefits should be explained in a footnote
          to this column.

              K.  Financial Statements.  Attach to the Disclosure
          Document for the company and its consolidated subsidiaries,
          a balance sheet as of the end of the most recent fiscal
          year.  If the company has been in existence for less than
          one fiscal year, attach a balance sheet as of the date
          within 135 days of the date of filing the registration
          statement.  If the first effective date of state
          registration, as set forth on the cover page of this
          Disclosure Document, is within 45 days after the end of the
          company's fiscal year and financial statements for the most
          recent fiscal year are not available, the balance sheet may
          be as of the end of the preceding fiscal year and there
          shall be included an additional balance sheet as of an
          interim date at least as current as the end of the
          company's third fiscal quarter of the most recently
          completed fiscal year.  Also attach, for the company and
          its consolidated subsidiaries and for its predecessors,
          statements of income and cash flows and statements of
          changes in stockholders' equity for the last fiscal year
          preceding the date of the most recent balance sheet being
          attached, or such shorter period as the company (including
          predecessors) has been in existence.  In addition, for any
          interim period between the latest reviewed or audited
          balance sheet and the date of the most recent interim
          balance sheet being attached, provide statements of income
          and cash flows.  Financial statements shall be prepared in
          accordance with generally accepted accounting principles.
          If the company has not conducted significant operations,
          statements of receipts and disbursements shall be included
          in lieu of statements of income.  Interim financial
          statements may be unaudited.  All other financial
          statements shall be audited by independent certified public
          accountants; provided, however, that if each of the
          following four conditions are met, such financial
          statements in lieu of being audited may be reviewed by
          independent certified public accountants in accordance with
          the Accounting and Review Se tandards promulgated by the
          American Institute of Certified Public Accountants:  (a)
          the company shall not have previously sold securities by
          means of an offering involving the general solicitation of
          prospective investors by means of advertising, mass
          mailings, public meetings, "cold call" telephone
          solicitation or any other method directed toward the
          public, (b) the company has not been previously required
          under federal or state securities laws to provide audited
          financial statements in connection with the sale of its
          securities, (c) the aggregate amount of all previous sales
          of securities by the company (exclusive of debt financings
          with banks and similar commercial lenders) shall not exceed
          $1,000,000, and (d) the amount of the present offering does
          not exceed $500,000.

              If since the beginning of its last fiscal year the
          company has acquired another business, provide a pro forma
          combined balance sheet as of the end of the fiscal year,
          and a pro forma combined statement of income as if the
          acquisition had occurred at the beginning of the company's
          last fiscal year, if any of the following exists:  (a) the
          investments in and advances to the acquired business by the
          company and its subsidiaries (other than the acquired
          business) exceeds 20% of the company's assets on its
          consolidated balance sheet at the end of the company's last
          fiscal year, (b) the company's and its subsidiaries (other
          than the acquired business) proportionate share of the
          total assets (after intercompany eliminations) of the
          acquired business exceeds 20% of the assets on the
          consolidated balance sheet, or (c) the company's and its
          subsidiaries (other than the acquired business) equity in
          income from continuing operations before income taxes,
          extraordinary items and cumulative effect of a change in
          accounting principle, of the acquired business exceeds 20%
          of such income of the company and its consolidated
          subsidiaries for the company's last fiscal year.

              The financial statements should reflect all stock
          splits (including reverse stock splits), stock dividends
          and recapitalizations even if they have occurred since the
          date of the financial statements.

              V.  Exhibits

              There shall be filed with the Administrator at the
          same time as the filing of the SCOR form copies of each of
          the following documents to the extent applicable as
          exhibits to which the Administrator may refer in reviewing
          the SCOR form and which will be available for public
          inspection by any person upon request.

              1.  Form of Selling Agency Agreement.

              2.  Company's Articles of Incorporation or other
          charter documents and all amendments thereto.

              3.  Company's by-laws, as amended to date.

              4.  Copy of any resolutions by directors setting
          forth terms and provisions of capital stock to be issued.

              5.  Any indenture, form of note or other
          contractual provision containing terms of notes or other
          debt, or of options, warrants, or rights to be offered.

              6.  Specimen of security to be offered (including
          any legend restricting resale).

              7.  Consent to service of process (Form U-2)
          accompanied by appropriate corporate resolution (Form
          U-2A).

              8.  Copy of all advertising or other materials
          directed to or to be furnished investors in the offering.

              9.  Form of escrow agreement for escrow of
          proceeds.

              10.  Consent to inclusion in Disclosure Document of
          accountant's report.

              11.  Consent to inclusion in Disclosure Document of
          tax advisor's opinion or description of tax consequences.

              12.  Consent to inclusion in Disclosure Document of
          any evaluation of litigation or administrative actions by
          counsel.

              13.  Form of any subscription agreement for the
          purchase of securities in this offering.

              14.  Opinion of counsel required in paragraph III,
          D, of these instructions.

              15.  Schedule of residence street addresses of
          officers, directors and principal stockholders.

              16.  Work sheets showing computations of responses
          to Questions 6, 7(a), 8(a), 8(b) and 17(b), using forms
          attached to these instructions.


