Omphalos, Corp – ‘DEFR14A’ on 3/10/03

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        47    178K 

Document Table of Contents

DEFR14A
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SCHEDULE 14A
 Information Required in Proxy Statement

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 (Amendment No. 3)

Filed by the Registrant                                                      [x]
Filed by a Party other than the Registrant                                   [ ]

Check the appropriate box:                                                      
[ ] Preliminary Proxy Statement                                                 
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14a-6(e)(2))                                      
[X] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 

QUIXIT, 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)(4) and 0-11.    

    1) Title of each class of securities to which transaction applies:

 2) Aggregate number of securities to which transaction applies:

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

4) Proposed maximum aggregate value of transaction:           

5) Total fee paid:                                            

[ ] Fee paid previously with preliminary materials.                             

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

1) Amount Previously Paid:                                    

2) Form, Schedule or Registration Statement No.:              

3) Filing Party:                                              

4) Date Filed:                                                

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    QUIXIT, INC.
  17 Barstow Road, Suite 301
  Great Neck, New York 11021

 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Quixit, Inc.:                                            

     A Special  Meeting of  Shareholders  of QUIXIT,  Inc.  (the "Company") will
be held at the law offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,    
P.C., Chrysler Center, 666 Third Avenue, 25th Floor, New York, New York 10017 at
10:00 a.m., Eastern time, on March 24, 2003 for the following purposes:         

1.   To elect a Board of Directors for the ensuing year;              

2.   To consider and act upon a proposal to authorize the Company to  
reincorporate in the State of Delaware;                     

     3.   To consider and act upon a proposal to amend the Company's Articles of
         Incorporation to add a provision prohibiting reverse stock splits and
similar transactions for a period of two (2) years; and     

4.   To transact such other business as may properly come before the  
meeting.                                                    

     All shareholders are invited to attend the meeting.  Shareholders of record
at the close of business on March 10, 2003, the record date fixed by the        
Board of Directors, are entitled to notice of and to vote at the meeting.  A    
complete list of shareholders entitled to notice of and to vote at the meeting  
will be open to examination by shareholders beginning 10 days prior to the      
meeting for any purpose germane to the meeting during normal business hours at  
the law offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler
Center, 666 Third Avenue, 25th Floor, New York, New York 10017.                 

 Whether or not you intend to be present at the meeting, please sign and
date the enclosed proxy and return it in the enclosed envelope.                 

                                  By Order of the Board of Directors

                 /s/ Yang Hengming

             Yang Hengming
                             President and Chief Executive
       Officer

New York, New York                                                              
March 10, 2003                                                                  

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  QUIXIT, INC.
  17 Barstow Road, Suite 301
  Great Neck, New York 11021

(516) 482-2119

 ---------------
 PROXY STATEMENT
 ---------------

Solicitation and Revocability of Proxy                                          

This proxy statement ("Proxy  Statement") and the accompanying proxy  
("Proxy") is furnished in connection with the solicitation by the Board of      
Directors (the "Board") of Quixit, Inc., a Colorado corporation (the "Company"),
for use at a Special Meeting of Shareholders (the "Special Meeting")to be held  
at the law offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,      
Chrysler Center, 666 Third Avenue, 25th Floor, New York, New York 10017 on      
March 24,  2003 at 10:00 a.m., Eastern Time,  and for any  postponement  or     
adjournment  thereof,  for the purposes set forth in the accompanying Notice of 
Special Meeting of Shareholders.                                                

     The Company will bear the cost of solicitation  of proxies.  In addition to
the solicitation of proxies by mail,  certain officers,  agents and employees of
the Company, without extra remuneration,  may also solicit proxies personally by
telephone,  telefax or other  means of  communication.  In  addition  to mailing
copies of this material to shareholders,  the Company may request  persons,  and
reimburse  them for their  expenses in connection  therewith,  who hold stock in
their names or custody or in the names of nominees  for others,  to forward such
material to those persons for whom they hold stock of the Company and to request
their authority for execution of the proxies.                                   

     A shareholder  who has given a Proxy may revoke it at any time prior to its
exercise by giving  written  notice of such  revocation  to the Secretary of the
Company, executing and delivering to the Company a letter dated Proxy reflecting
contrary instructions or appearing at the Special Meeting and voting in person. 

The mailing address of the Company's principal executive office is 17 
Barstow Road, Suite 301, Great Neck, New York 11021, and its telephone number at
this office is (516) 482-2119.                                                  

Shares Outstanding, Voting Rights and Proxies                                   

 Holders of shares of the Company's common stock, no par value per share
(the "Common Stock") of record at the close of business on March 10, 2003       
(the "Record Date") are entitled to vote at the Special Meeting or any          
postponement or adjournment thereof. On the Record Date there were issued and   
outstanding 5,000,000 shares of Common Stock. Each outstanding share of Common  
Stock is entitled to one vote.                                                  

     The holders of a majority of the outstanding shares of the Company entitled
to vote on the matters  proposed  herein,  present in person or by Proxy,  shall
constitute  a quorum at the Special  Meeting.  The approval of a majority of the
outstanding shares of Common Stock  present in person or  represented by Proxy, 
assuming a quorum at the Special Meeting, is required for the adoption of the   
matters proposed herein.                                                        

   The form of Proxy solicited by the Board affords shareholders the ability
to specify a choice among approval of, disapproval of, or abstention with       
respect to, each matter to be acted upon at the Special Meeting. Shares of      
Common Stock represented by the Proxy will be voted, except as to matters with  
respect to which authority to vote is specifically withheld. Where the solicited
shareholder indicates a choice on the form of Proxy with respect to any matter  
to be acted upon, the shares will be voted as specified. Abstentions and broker 
non-votes will not have the effect of votes in opposition to a director or      
"against" any other proposal to be considered at the Special Meeting.           

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     The persons named as proxies are James M. McKnight, Esq., Yang Hengming and
Lu Anli. All shares of Common Stock represented by properly executed proxies    
which are returned and not revoked will be voted in accordance with the         
instructions, if any, given therein. If no instructions are provided in a Proxy,
the shares of Common Stock represented by your Proxy will be voted FOR the      
Board's nominees for director and FOR the approval of Proposals 2 and 3 and     
in accordance with the Proxy holder's best judgment as to any other matters     
raised at the Special Meeting.                                                  

Dissenter's Rights                                                              

     Under Colorado law,  shareholders are not entitled to dissenter's rights of
appraisal on any proposal referred to herein.                                   

     The  approximate  date on which this Proxy  Statement and the  accompanying
form of Proxy are first being mailed to shareholders is March 10, 2003.         

 INFORMATION RELATING TO VARIOUS PROPOSALS

Information Concerning Directors                                                

    At the  time of the  Special  Meeting,  the  Board  will  consist  of  two
incumbent  members  (one of which is seeking to be elected at the Special       
Meeting) and three new members (all of which are seeking to be elected at the   
Special Meeting), in each case to hold office until the next annual or special  
meeting of shareholders at which a new Board is elected and until their         
successors  shall have been elected and qualified.  The Company's  Articles of  
Incorporation and Bylaws presently provide for a Board of no less than three (3)
and no more than seven (7) directors.  It is intended that the accompanying     
Proxy will be voted in favor of the following persons to serve as  directors,   
unless the  shareholder  indicates to the contrary on the Proxy.                

      Yang Hengming, who is an incumbent director, and Song Ruhua and Andrew Lu,
who would be new directors,  have been nominated by the Board for election as   
directors of the Company. All of the nominees have informed the Company that    
they are willing to serve, if elected, and management has no reason to believe  
that any of the nominees will be unavailable.  In the event a nominee for       
director should become  unavailable  for election,  the persons named in the    
Proxy will vote for the election of any other person who may be recommended  and
nominated by the Board for the office of director. The persons named in the     
accompanying Proxy intend to vote for the election as director of the nominees  
listed above. Information regarding directors is set forth below.               

 The following table sets forth certain information with respect to each
person who is currently a director and/or executive officer of the Company, as  
well as the persons nominated and recommended to be elected by the Board, and is
based on the records of the Company and information furnished to it by the      
persons. Reference is made to "Security Ownership of Certain Beneficial Owners  
and Management" for information pertaining to stock ownership by each director  
and executive officer of the Company and the nominees.                          

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Directors and Executive Officers                                                

The following table contains  certain  information with respect to the persons  
who are currently, or nominated to be, directors and executive officers of the  
Company.                                                                        

                                                                [Download Table]


Name             Age  Principal Occupation                    Director Since   
----             ---  --------------------                   --------------    
                                                                               
Song Ruhua       41   Nominated as Chairman of the             Pending Election
                      Board of the Company                                     

Yang Hengming    41   Presently, and Nominated to be           January 2003    
                      President and Chief Executive Officer                    

Lu Anli          34   Nominated as Vice President,             Pending Election
                      Secretary and Assistant Treasurer                        

H. Daniel Boone  64   Resigning as Director                    August 2000     


    SONG RUHUA - Mr. Song has been nominated to serve as Chairman of the Board
of the Company.  He is the Chairman of TOP Group, a Chinese conglomerate        
engaged in high tech software, hardware, education and related business.  After 
graduating from the University of Electronic Science and Technology of China in 
1983, Mr. Song accepted a position teaching physics there, and published more   
than one hundred papers.  In February of 1992, Mr. Song and two other teachers  
established TOP Group, and, in ten years, have taken it from a small private    
company with fewer than twenty employees to a large-scale hi-tech enterprise.   
Mr. Song has received many honors, including being named one of the "Ten Men of 
the Moment" in China's IT industry and one of the "Most Prominent Young People  
in China's Software Industry" in 2000, and one of China's 100 Richest Business  
People by Forbes in 2000, 2001, and 2002.                                       

     YANG HENGMING - Mr. Yang is presently President and Chief Executive Officer
of the Company, having been appointed in January 2003. He has been nominated to 
continue as President and Chief Executive Officer of the Company. Mr. Yang      
joined TOP Group in 2000 and serves as Vice President of TOP International      
Division and is responsible for TOP Group's U.S. operations. Mr. Yang received  
both B.A. and M.B.A. degrees. Prior to joining TOP Group, Mr. Yang was Chief    
Executive Officer of Chaopiao.com from 1999 to 2000 and Vice President of CCL,  
Inc. from 1197 to 1999.                                                         

   LU ANLI - Mr. Lu has been nominated to serve as Vice President, Secretary
and Assistant Treasurer of the Company.  He joined TOP Group in 1993 and serves 
as Chief Executive Officer of TOP Finances and President of TOP International   
Division.  Mr. Lu received his B.S. and M.S. degrees in telecommunications.     

   H. DANIEL BOONE - Mr. Boone, age 64, has been a director of the Company
since August 2000. He was President of the Company until his resignation in     
January 2003.  Mr. Boone will not be standing for reelection as a director or   
officer of the Company. Mr. Boone's business experience from 1995 to present    
includes being a general partner in B&F Investments,  a private  equity         
investment firm.  Additionally, he has been a consultant to several public      
companies involved in various industries and also a participant  in  various    
mergers  and  acquisition  entities,  both  public and private.                 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Pursuant to a Stock Purchase Agreement dated December 20, 2002 by and
among H. Daniel Boone, the Company, and TOP Group Corporation, a New York       
Corporation ("Top New York").on January 16, 2003, H. Daniel Boone sold an       
aggregate of 4,400,000 shares of Common Stock to TOP New York.  The shares of   
capital stock of TOP New York are owned 95% by Song Ruhua and 5% by Yang        
Hengming.  Yang Hengming is presently a director and President and Chief        
Executive Officer of the Company.  Song Ruhua has been nominated to serve as a  
director and Chairman of the Board of Directors of the Company.                 

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EXECUTIVE COMPENSATION

None of the Company's officers and/or directors presently receives any
compensation for their respective services rendered to the Company, nor have    
they received such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors.  As of the date of     
filing this report, none of the officers or directors is accruing any           
compensation pursuant to any agreement with the Company.                        

    No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of   
its employees.                                                                  

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Our records reflect that all reports which were required to be filed    
pursuant to Section 16 (A) of the Securities Exchange Act of 1934, as amended   
(the "Exchange Act") were filed on a timely basis.  We are not aware of any     
failure to comply with Section 16 (A) by any of the Company's officers,         
directors, and 10% shareholders.                                                

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following tables set forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 10, 2003, by (i) each       
director, (ii) the current Chief Executive Officer, (iii) the Chief Financial   
Officer, (iv) all persons, including groups, known to the Company to own        
beneficially more than five percent (5%) of the outstanding Common Stock of the 
Company, and (v) all executive officers and directors as a group. As of March   
10, 2003, there was a total of 5,000,000 shares of Common Stock outstanding.    

    The address of each of the following persons is c/o TOP Group Corporation,
17 Barstow Road, Suite 301, Great Neck, NY 11021.                               

Certain Holders of Common Stock 

                                        Shares of Common Stock
                                         Beneficially  Owned as of
                                           March 10, 2003(1)
                                          ----------------------------
                                         Number of          Percent of
Name of Beneficial Owner                      Shares             Class          
------------------------                      ---------          ----------     

TOP Group Corporation(2)                      4,400,000          88%            
All directors and executive                                                     
officers as a group                          4,400,000          88%           

(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
SEC.                                                                  

(2)  The shares of capital stock of TOP Group Corporation, a New York           
  corporation, are owned 95% by Song Ruhua (nominated to be a director and
    Chairman of the Board of the Company) and 5% by Yang Hengming (a director,
President and Chief Executive Office of the Company).                 

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PROPOSALS FOR VOTING

Proposal 1:    ELECTION OF DIRECTORS                                            

 The Board of Directors  has nominated  Song Ruhua, Yang Hengming and Lu
Anli for election as  directors of the Company (collectively, the "Director     
Nominees").                                                                     

Vote Required                                                                   

    The approval of a majority of the shares of Common Stock present in person
or represented by proxy, assuming a quorum of the holders of Common Stock at the
Special  Meeting,  is  required  for  election  of the Director Nominees.       
Cumulative voting in the election of directors is not allowed.                  

     The  Board of  Directors  recommends  a vote FOR  election  to the Board of
Directors of the Company for each of the Director Nominees.                     

Proposal 2: APPROVAL OF REINCORPORATION IN DELAWARE                             

     The Board has recommended, and at the Special Meeting the shareholders will
be asked to authorize the change of the Company's state of incorporation from   
Colorado to Delaware. The transaction will not result in any change in the      
business, management, assets, liabilities or net worth of the Company.          
Reincorporation in Delaware will allow the Company to take advantage of certain 
provisions of the corporate laws of Delaware. The purposes and effects of the   
proposed change are summarized below.                                           

      In order to effect the Company's  reincorporation in Delaware, the Company
will be merged into a newly  formed,  wholly-owned  subsidiary  incorporated  in
Delaware.  Prior to the merger, the Delaware subsidiary will not have engaged in
any activities except in connection with the proposed  transaction.  The mailing
address  of the  Delaware  subsidiary's  principal  executive  offices  and  its
telephone  number are the same as those of the Company.  As part of its approval
and recommendations of the Company's  reincorporation in Delaware, the Board has
approved, and recommends to the shareholders for their adoption and approval, an
Agreement and Plan of Merger (the "Reincorporation Agreement") pursuant to which
the Company will be merged with and into the Delaware subsidiary. The full texts
of the Reincorporation Agreement and the Certificate of Incorporation and Bylaws
of the successor  Delaware  corporation under which the Company's business would
be  conducted  after the  merger are set forth as Annex B, Annex C, and Annex D,
respectively,  hereto.  The  discussion  contained  in this Proxy  Statement  is
qualified in its entirety by reference to such  Annexes.  The  provisions of the
Certificate of  Incorporation  will be  substantially  identical to those of the
Company's  current  Articles  of  Incorporation,  as  amended,  except  that the
Certificate  of  Incorporation  will (i) be governed by Delaware  law,  and (ii)
include  additional  provisions  regarding  the  indemnification  of  directors,
officers and other agents. In addition, the form of Certificate of Incorporation
annexed hereto will be adjusted to give effect to the outcome of the proposals  
set forth in this Proxy Statement.                                              

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     The  reincorporation of the Company in Delaware through the above-described
merger (hereinafter referred to as the  "Reincorporation")  requires approval of
the Company's  shareholders by the affirmative vote of the holders of a majority
of the outstanding shares of Common Stock.                                      

     In the  following  discussion  of the  proposed  Reincorporation,  the term
"QUIXIT-COL"  refers to the  Company  as  currently  organized  as a  Colorado  
corporation;  the term  "QUIXIT-DEL"  refers to the new wholly-owned  Delaware  
subsidiary  of  QUIXIT-COL  that will be the surviving  corporation  after the  
completion of the transaction;  and the term "Company"  includes either or both,
as the context may require, without regard to the state of incorporation.       

   Upon shareholder approval of the Reincorporation, and upon acceptance for
filing of appropriate certificates of merger by the Secretary of State of       
Delaware and the Secretary of State of Colorado, QUIXIT-COL will be merged with 
and into QUIXIT-DEL pursuant to the Reincorporation Agreement, resulting in a   
change in the Company's state of incorporation. The Company will then be subject
to the Delaware General Corporation Law and the Certificate of Incorporation and
Bylaws set forth in Annex C and Annex D, respectively. Upon the effective time  
of the Reincorporation, each outstanding share of common stock of QUIXIT-COL    
automatically will be converted into one share of stock of QUIXIT-DEL.          

     IT WILL  NOT BE NECESSARY FOR SHAREHOLDERS OF THE COMPANY TO EXCHANGE THEIR
EXISTING STOCK CERTIFICATES FOR CERTIFICATES OF QUIXIT-DEL.  OUTSTANDING STOCK  
CERTIFICATES OF QUIXIT-COL SHOULD NOT BE DESTROYED OR SENT TO THE COMPANY.      

Principal Reasons for Changing the Company's State of Incorporation             

     The Board believes that the  Reincorporation  will provide  flexibility for
both the management and business of the Company.                                

     Delaware  is a  favorable  legal  and  regulatory  environment  in which to
operate.  For  many  years,  Delaware  has  followed  a  policy  of  encouraging
incorporation  in that state and, in  furtherance  of that  policy,  has adopted
comprehensive, modern and flexible corporate laws which are periodically updated
and  revised  to  meet  changing  business  needs.  As  a  result,   many  major
corporations   have  initially  chosen  Delaware  for  their  domicile  or  have
subsequently  reincorporated  in Delaware.  The Delaware  courts have  developed
considerable  expertise in dealing with corporate issues, and a substantial body
of case  law has  developed  construing  Delaware  law and  establishing  public
policies  with  respect  to  Delaware  corporations  thereby  providing  greater
predictability with respect to corporate legal affairs.                         

      Delaware  is a  favorable  legal and  regulatory  environment  in which to
operate.  For  many  years,  Delaware  has  followed  a  policy  of  encouraging
incorporation  in that state and, in  furtherance  of that  policy,  has adopted
comprehensive, modern and flexible corporate laws which are periodically updated
and  revised  to  meet  changing  business  needs.  As  a  result,   many  major
corporations   have  initially  chosen  Delaware  for  their  domicile  or  have
subsequently  reincorporated  in Delaware.  The Delaware  courts have  developed
considerable  expertise in dealing with corporate issues, and a substantial body
of case  law has  developed  construing  Delaware  law and  establishing  public
policies  with  respect  to  Delaware  corporations  thereby  providing  greater
predictability  with  respect to corporate  legal  affairs.  In  addition,  many
investors and securities  professionals  are more familiar and comfortable  with
Delaware   corporations  than  corporations   governed  by  the  laws  of  other
jurisdictions, even where the laws are similar.                                 

COMPARISON OF  THE RIGHTS OF HOLDERS OF QUIXIT-COL COMMON STOCK AND QUIXIT-DEL  
COMMON STOCK                                                                    

     QUIXIT-COL  is  a  Colorado   corporation   and  the  Colorado   Business
Corporation  Act and the  Articles of  Incorporation  and Bylaws of  QUIXIT-COL 
govern the rights of its shareholders. QUIXIT-DEL is a Delaware corporation and 
the rights of it shareholders are governed by the Delaware  General  Corporation
Law and the Certificate of Incorporation and Bylaws of QUIXIT-DEL.              

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Significant Differences Between the Corporation Laws of Colorado and Delaware   

      The  corporation  laws of Colorado and Delaware  differ in many  respects.
Although all the differences are not described in this Proxy Statement,  certain
provisions,  which  could  materially  impact  the  rights  of  shareholders  of
QUIXIT-COL as  compared  to the  rights of  stockholder  in  QUIXIT-DEL,  are   
discussed below.                                                                

Removal of Directors                                                            

      Directors may generally be removed with or without cause under the laws of
both Colorado and Delaware,  with the approval of a majority of the  outstanding
shares entitled to vote in an election of directors. However, no director may be
removed if the number of votes cast against such removal  would be sufficient to
elect the director.                                                             

                                                                [Download Table]

             Colorado                                      Delaware                 
-----------------------------------------  -----------------------------------------
                                                                                    
A director of a corporation  that does     A  director  of  a   corporation   that  
not have a staggered board of  directors   does  not  have  a classified  board of  
or  cumulative  voting  may be removed     directors or cumulative  voting may be   
with or without  cause with the  approval  removed  with or  without  cause  with   
of a majority of the outstanding          the  approval  of a     majority of the   
shares entitled to vote at an election of outstanding  shares entitled to vote at   
directors.  In the case of a  Colorado    an election of directors. In the case of  
corporation having cumulative  voting,    a Delaware corporation  having cumulative 
if less than the entire board is to be    voting,  if less  than the entire board   
removed,  a director  may not be removed  is to be removed, a director may not be   
without  cause if the number of shares    removed without cause if the number of    
voted  against  such removal  would be    shares  voted against such removal would  
sufficient to elect the director under    be sufficient to elect the director       
cumulative  voting. The  Articles  of     under   cumulative voting. A director of  
Incorporation  of  QUIXIT-COL do not         a corporation with a classified  board 
provide  for  a  classified   board  of   of  directors  may be removed only for    
directors  or  for cumulative voting.     cause,   unless the certificate of        
                                          incorporation otherwise provides. The     
                                          Certificate of Incorporation  of  QUIXIT  
                                          -DEL  does  not provide  for  a           
                                          classified board of directors or for      
                                          cumulative voting.                        
----------------------------------------  ----------------------------------------- 

Classified  Board  of  Directors                                                

     A classified or staggered (the term used in the CBCA) board is one on which
a certain number,  but not all, of the directors are elected on a rotating basis
each year. This method of electing directors makes changes in the composition of
the board of directors more difficult, and thus a potential change in control of
a  corporation  a  lengthier  and  more  difficult  process.                    

                                                                [Download Table]

             Colorado                                     Delaware                
----------------------------------------  ----------------------------------------
                                                                                  
The  QUIXIT-COL Articles of  Incorporation   Delaware  law permits,  but does not 
and Bylaws do note provide for a          require,  a classified board of         
staggered  board.  Colorado law permits,  directors,  pursuant to which the       
but does  not  require,  a  staggered     directors can be divided into as many as
board of  directors, pursuant  to which   three classes with staggered  terms of  
the  directors  can be  divided  into as  office,  with only one class of         
many as three classes with staggered      directors  standing for election each   
terms of office,  with only one class of  year. The QUIXIT-DEL Certificate of each
directors  standing  for  election year.  Incorporation  and Bylaws do not provide
                                          for a  classified board and QUIXIT-DEL  
                                          presently does not intend to propose    
                                          establishment of a classified board.    
----------------------------------------  ----------------------------------------

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Indemnification  and Limitation  of Liability of  Directors,  Officers and Other
Agents                                                                          

     Delaware and Colorado  have similar laws  respecting  indemnification  by a
corporation of its officers, directors,  employees and other agents. The laws of
both states  also  permit,  with  certain  exceptions,  a  corporation  to adopt
provisions in its articles or certificate of incorporation,  as the case may be,
eliminating the liability of a director to the  corporation or its  shareholders
for  monetary  damages for breach of the  director's  fiduciary  duty in certain
cases.  There are nonetheless  certain  differences  between the laws of the two
states  respecting  indemnification  and  limitation  of liability of directors,
officers  and  other  agents.                                                   

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                                                        [Enlarge/Download Table]

Colorado                                                     Delaware                  
------------------------------------------  ------------------------------------------ 
                                                                                       
The Articles of Incorporation of QUIXIT-COL The  Certificate  of   Incorporation  of   
eliminate the liability of directors  to    QUIXIT-DEL  also eliminates  the  liability
the  corporation  to the fullest extent     of directors to the  corporation or its    
permissible  under Colorado law.            stockholders  for  monetary  damages  for  
Colorado law does not permit the            breach of fiduciary   duty  as  a          
elimination  of  monetary  liability        director  to  the  fullest  extent         
where such liability is based on: (a)       permissible   under   Delaware  law,  as   
intentional  misconduct or knowing  and     such  law  exists currently  or as it may  
culpable  violations  of  law;  (b)  acts   be  amended  in the  future.  Under        
or omissions  that a director  believes     Delaware  law,  such  provision  may not   
to be contrary to the best interests of     eliminate or limit director  monetary      
the corporation or its  shareholders, or    liability  for:  (a)  breaches  of  the    
that  involve  the absence of good faith    director's  duty  of  loyalty  to  the     
on the part of the director;  (c) receipt   corporation  or its stockholders;  (b)     
of an improper personal benefit; (d) acts   acts or  omissions  not in good faith or   
or  omissions  that show  reckless          involving  intentional  misconduct or      
disregard  for the director's  duty to      knowing violations of law;  (c) the        
the  corporation  or its  shareholders,     payment of  unlawful  dividends  or        
where the director in the ordinary          unlawful stock  repurchases or             
course of  performing a director's          redemptions;  or (d)  transactions in      
duties  should  be aware  of a risk of      which the director  received an improper   
serious injury to the corporation or its    personal benefit. Such limitation of       
shareholders;  (e) acts or omissions        liability  provisions also may not limit   
that   constitute   an  unexcused           a  director's  liability  for  violation   
pattern  of inattention   that   amounts    of  or  otherwise relieve its directors    
to  an   abdication   of  the director's    from the necessity of complying with       
duty to the  corporation  and its           federal   or  state   securities   laws,   
shareholders; (f) interested                or  affect the availability  of  non-      
transactions  between the corporation and   monetary  remedies such as injunctive      
a director  in  which a  director  has a    relief or rescission.                      
material  financial interest;  and (g)                                                 
liability  for improper  distributions,                                                
loans or guarantees.                                                                   

Colorado law generally permits              Delaware law generally  permits            
indemnification of director liability,      indemnification of expenses,   including   
including  expenses  actually  and          attorney's   fees,   actually   and or     
reasonably incurred in the defense or       reasonably  incurred  in the  defense  or  
settlement  of a derivative or third-       settlement  of a third-party action,       
party  action,  provided  there  is a       provided there is a determination by a     
determination by a majority vote of a       derivative  or  majority vote of a         

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disinterested  quorum of the  directors,    disinterested  quorum of the directors,    
by  independent  legal  counsel or by a     by  independent  legal  counsel or by a    
quorum  of  the   shareholders   that       majority  vote of a majority  vote of a    
the  person  seeking indemnification        quorum  of the  stockholders  that the     
acted  in good  faith  and in the  case     person seeking  indemnification  acted in  
of conduct  in an  official  capacity,      good faith and in  a manner  reasonably    
in a manner  he or she reasonably           believed to be in, or not opposed to, the  
believed  was  in  the  best  interests     best  interests  of  the  corporation.     
of the corporation  or a benefit  plan      Without  court approval,  however,  no     
(if  acting  in a  capacity with  respect   indemnification  may  be  made  in         
to  such  a  plan).  In  other  cases,      respect of any  derivative  action in      
the director  is  entitled  to              which such  person is adjudged   liable    
indemnification  if  his or her conduct     for  negligence  or  misconduct  in  the   
was at least not opposed to the             performance  of  his  or  her  duty  to    
corporation's  best interests.  In  a       the   corporation.  Delaware law requires  
criminal  proceeding,  the  director  is    indemnification of expenses when the       
entitled to  indemnification if he or she   individual being indemnified has           
had no reasonable  cause to believe the     successfully  defended any action,         
conduct was unlawful.                       claim,  issue, or matter therein, on the   
                                            merits or  otherwise.                      

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------------------------------------------  ------------------------------------------ 
Without court  approval,  however,  no                                                 
indemnification  is available in any        Delaware  law  also  permits  a  Delaware  
action by or on behalf of the               corporation  to provide  indemnification   
corporation (i.e.,  a  derivative           in  excess  of that  provided  by          
action)  in  which  such  person  is        statute.  In contrast to Colorado  law,    
adjudged   liable  to  the  corporation     Delaware  law does not require             
or  in  any  other basis  that  he  or      authorizing  provisions in the             
she  received  an  improper   personal      certificate of incorporation and does not  
benefit.  Colorado law requires             contain express  prohibitions on           
indemnification of director expenses        indemnification  in  certain               
when  the  individual   being               circumstances.  A  court  may impose       
indemnified   has successfully  defended    limitations on  indemnification,           
any action,  claim, issue, or matter        however,  based on principles of public    
therein, on the merits or otherwise.        policy.                                    

A director  may also  apply for and         Delaware law provides that the             
obtain  indemnification as ordered by a     indemnification  provided by statute       
court under  circumstances  where the       shall not be deemed  exclusive of any      
court deems  the director   is entitled     other rights under  any  bylaw,            
to mandatory indemnification  under         agreement,   vote  of  stockholders  or    
Colorado law or when,  under all the        disinterested directors or otherwise.      
facts and circumstances,  it deems it                                                  
fair and  reasonable to award                                                          
indemnification  even though the director                                              
has not strictly met the  statutory                                                    
standards.  An officer is also entitled                                                
to  apply   for  and receive court                                                     
awarded indemnification to the same                                                    
extent as a director.                                                                  

A corporation  cannot  indemnify its                                                   
directors by any means (other than under                                               
a third party  insurance  contract) if to                                              
do  so  would  be  inconsistent  with                                                  
the  limitations  on indemnification set                                               
forth in the CBCA.                                                                     

A Colorado  corporation may indemnify                                                  
officers,  employees, fiduciaries and                                                  
agents to the same extent as directors,                                                
and may  indemnify  those  persons to a                                                
greater  extent than is available to                                                   
directors if to do so does not violate                                                 
public policy  and  is  provided  for in                                               
a  bylaw,  a  general  or specific                                                     
action of the board of directors or                                                    
shareholders or in a contract.                                                         
------------------------------------------  ------------------------------------------ 

     Both Colorado and Delaware law require  indemnification  when a director or
officer  has  successfully  defended  an  action  on  the  merits  or otherwise.

     Expenses  incurred by an officer or director in  defending an action may be
paid in advance  under  Colorado  and  Delaware  law if the  director or officer

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undertakes to repay the advances if it is ultimately  determined  that he or she
is not  entitled  to  indemnification.  In  addition,  the  laws of both  states
authorize a corporation's purchase of indemnity insurance for the benefit of its
officers,  directors,  employees and agents whether or not the corporation would
have  the  power  to  indemnify  against  the  liability  covered by the policy.

Inspection  of  Shareholder  List                                               

     Both  Delaware  and  Colorado  law allow any  shareholder  to  inspect  the
shareholder list for a purpose  reasonably related to such person's interests as
a  shareholder.                                                                 

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Consideration  for  Issuance  of  Shares                                        

                                                                [Download Table]

             Colorado                                      Delaware                 
-----------------------------------------  -----------------------------------------
                                                                                    
Shares  may  be  issued  for               Shares  may  be  issued  for             
consideration  consisting  of tangible     consideration  consisting  of tangible or
or intangible property  or  benefit to     intangible   property  or  benefit  to   
the corporation, including cash,           the corporation,  including cash,        
promissory  notes,  services  performed    promissory  notes,  services performed   
and other securities of the corporation.   and other securities of the corporation. 

Shares may not be issued for               In the absence of "actual fraud," in the 
consideration  consisting of a promissory  transaction,  the judgment of the board  
note of the  subscriber  or an affiliate   as to the value of the  consideration    
of the subscriber  unless the note is      shall be conclusive.                     
negotiable and is secured by collateral,                                            
other than the  shares,  having a fair     No provisions  restrict  the  ability  of
market value at least equal to the         the  board  to authorize  the issuance of
principal  amount of the note. The note    stock for a  promissory  note of any     
must reflect a promise to pay              type,  including an unsecured or         
independent  of the collateral and cannot  nonrecourse  note or a note secured only 
be a "nonrecourse" note.                   by the shares. Shares  with par value    
                                           cannot be issued for  consideration with 
Shares  with a par value may be  issued    a value  that  is less  than  the  par   
for  consideration less than such par      value.  Shares without  par  value  can  
value.                                     be  issued  for any  consideration       
                                           determined to be valid by the board.     
-----------------------------------------  -----------------------------------------

Dividends  and  Repurchases  of  Shares                                         

                                                        [Enlarge/Download Table]

             Colorado                                       Delaware                 
------------------------------------------  -----------------------------------------
                                                                                     
Colorado  law  dispenses  with the          The  concepts  of  par  value,   capital 
concepts of par value of shares  as  well   and  surplus  are retained  under        
as  statutory   definitions  of  capital,   Delaware  law.   Delaware  law  permits  
surplus and the like.  Colorado  law        a corporation  to declare  and pay       
permits a  corporation to declare and pay   dividends  out of surplus or,  if there  
cash or in-kind  property  dividends  or    is no  surplus,  out of net  profits  for
to  repurchase  shares  unless,  after      the fiscal year in which the  dividend   
giving effect to the transaction:  (a)      is declared  and/or for the preceding    
the corporation  would not be able to pay   fiscal year as long as the amount of     
its  debts  as  they  become  due in the    capital of the  corporation  following   
usual  course  of business;  or (b) the     the  declaration and payment of the      
corporation's  total assets would be less   dividend is not less than the  aggregate 

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than the sum of its  total  liabilities     amount of the  capital  represented  by  
plus  (unless the articles of               the  issued  and  outstanding stock  of  
incorporation  permit otherwise) the        all  classes  having  a  preference      
amount that  would  be  needed,  if  the    upon  the distribution   of  assets.   In
corporation  were  to be dissolved at the   addition,  Delaware  law generally       
time of the  distribution,  to satisfy      provides  that  a  corporation  may      
the preferential  rights upon dissolution   redeem  or repurchase its  shares   only 
of shareholders whose preferential          if  the   capital  of  the corporation   
rights are  superior to those  receiving    is  not  impaired  and  such   redemption
the distribution.                           or repurchase would not impair the       
                                            capital of the corporation.              
------------------------------------------  -----------------------------------------

To  date,  QUIXIT-COL  has  not  paid  any  cash  dividends.        

Shareholder  Voting  on  Mergers  and  Certain  Other  Transactions             

     Both  Delaware and Colorado  law  generally  require that a majority of the
shareholders  of  both  acquiring  and  target  corporations  approve  statutory
mergers.                                                                        

                                                                [Download Table]

              Colorado                                     Delaware                 
-----------------------------------------  -----------------------------------------
                                                                                    
Colorado  law does not  require a          Delaware  law  contains a similar        
stockholder  vote of the surviving         exception  to its voting requirements for
corporation in a merger (unless the        reorganizations  where shareholders of   
corporation provides  otherwise in its     the corporation  itself,  or  both,      
certificate of incorporation) if (a) the   immediately  prior  to the reorganization
merger  agreement  does  not  amend  the   will own immediately after the           
existing certificate of  incorporation,    reorganization equity securities         
(b) each share of the stock of  the        constituting more than 80 percent of the 
surviving  corporations   outstanding      voting  power of the  surviving or       
immediately before the  effective  date    acquiring corporation or its parent      
of the  merger is an  identical            entity.                                  
outstanding  share  after  the  merger,                                             
and (c)  either no shares of common stock                                           
of the surviving  corporation and no                                                
shares,  securities or  obligations                                                 
convertible  into such stock  are to be                                             
issued  or  delivered  under  the plan of                                           
merger, or the authorized,  unissued                                                
shares or the treasury shares of common                                             
stock of the surviving  corporation  to                                             
be issued or  delivered  under the plan                                             
of merger  plus  those initially                                                    
issuable  upon  conversion  of any other                                            
shares, securities or obligations  to be                                            
issued or delivered  under such plan do                                             
not exceed twenty  percent (20%) of the                                             
shares of common stock of such                                                      
constituent corporation outstanding                                                 
immediately prior to the effective date                                             
of the merger.                                                                      

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Unless one of these exceptions are                                                  
available,  Colorado law requires  that a                                           
majority  of  the  shareholders  of  both                                           
acquiring  and  target corporations                                                 
approve   statutory mergers.                                                        
-----------------------------------------  -----------------------------------------

     Both  Delaware  law and  Colorado  law also  require  that a sale of all or
substantially all of the assets of a corporation  otherwise than in the ordinary
course of business be approved by a majority of the outstanding voting shares of
the  corporation  transferring  such  assets.                                   

     Both  Colorado  and Delaware law  generally  do not require  class  voting,
except in certain  transactions  involving an amendment  to the  certificate  of
incorporation  that  adversely  affects a specific  class of shares or where the
designation  of  the  class  of  securities  includes  such  a  right.          

Stockholder Approval of Certain  Business  Combinations  under  Delaware  Law   

     In recent years,  a number of states have adopted  special laws designed to
make certain kinds of "unfriendly"  corporate  takeovers,  or other transactions
involving a corporation  and one or more of its significant  shareholders,  more
difficult.  Under Section 203, certain "business  combinations" with "interested
stockholders" of Delaware  corporations  are subject to a three-year  moratorium
unless  specified  conditions  are  met.                                        

     Section 203 prohibits a Delaware  corporation  from engaging in a "business
combination" with an "interested stockholder" for three years following the date
that such  person or entity  becomes an  interested  stockholder.  With  certain
exceptions,  an interested  stockholder is a person or entity who or which owns,
individually  or with or through  certain  other  persons or  entities,  fifteen

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percent (15%) or more of the corporation's  outstanding  voting stock (including
any  rights  to  acquire  stock  pursuant  to  an  option,  warrant,  agreement,
arrangement  or  understanding,  or upon the exercise of  conversion or exchange
rights,  and stock with respect to which the person has voting rights only),  or
is an affiliate or associate of the corporation and was the owner,  individually
or with or through  certain other persons or entities,  of fifteen percent (15%)
or more of such voting stock at any time within the previous three years,  or is
an  affiliate  or  associate  of  any  of  the  foregoing.                      

     For  purposes of Section 203, the term  "business  combination"  is defined
broadly to include mergers with or caused by the interested  stockholder;  sales
or other dispositions to the interested stockholder (except proportionately with
the corporation's  other  stockholders) of assets of the corporation of a direct
or indirect  majority-owned  subsidiary  equal in aggregate  market value of ten
percent (10%) or more of the aggregate market value of either the  corporation's
consolidated assets or all of its outstanding stock; the issuance or transfer by
the  corporation or a direct or indirect  majority-owned  subsidiary of stock of
the  corporation or such  subsidiary to the interested  stockholder  (except for
certain  transfers in a  conversion  or exchange or a pro rata  distribution  or
certain other transactions,  none of which increase the interested stockholder's
proportionate  ownership  of any class or series  of the  corporation's  or such
subsidiary's  stock or of the  corporation's  voting  stock);  or receipt by the
interested  stockholder (except  proportionately as a stockholder),  directly or
indirectly,  of any loans,  advances,  guarantees,  pledges  or other  financial
benefits provided by or through the corporation or a subsidiary.  The three-year
moratorium  imposed  on  business combinations by Section 203 does not apply if:

     (i)  Prior to the date on which  such  stockholder  becomes  an  interested
stockholder the board of directors  approves either the business  combination or
the  transaction  that  resulted in the person or entity  becoming an interested
stockholder;                                                                    

     (ii)  Upon  consummation  of  the  transaction  that  made  him  or  her an
interested  stockholder,  the interested  stockholder owns at least  eighty-five
percent  of  the  corporation's   voting  stock  outstanding  at  the  time  the
transaction commenced (excluding from the eighty-five percent calculation shares
owned by directors  who are also officers of the target  corporation  and shares
held by employee stock plans that do not give employee participants the right to
decide  confidentially  whether  to  accept  a  tender  or  exchange  offer); or

     (iii) On or after the date such  person or  entity  becomes  an  interested
stockholder, the board approves the business combination and it is also approved
at a stockholder  meeting by sixty-six and two-thirds percent of the outstanding
voting  stock  not  owned  by  the  interested  stockholder.                    

Section 203 only applies to certain publicly held corporations that have a class
of  voting  stock  that  is                                                     

(i)  Listed  on  a  national  securities  exchange,                   

     (ii) Quoted on an  interdealer  quotation  system of a registered  national
securities  association  or                                                     

(iii)  Held  of  record  by  more  than  2,000  stockholders.         

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    Although a Delaware corporation to which Section 203 applies may elect not
to be governed by Section 203, QUIXIT-DEL does not intend to so elect.          

     Section 203 will  encourage  any potential  acquirer to negotiate  with the
Company's Board of Directors. Section 203 also might have the effect of limiting
the  ability  of  a  potential  acquirer to make a two-tiered bid for TOP-DEL in
which  all  stockholders would not be treated equally. Shareholders should note,
however,  that the application of Section 203 to QUIXIT-DEL will confer upon the
Board  the  power  to  reject  a  proposed  business  combination  in  certain  
circumstances,  even  though  a potential acquirer may be offering a substantial
premium  for QUIXIT-DEL's shares over the then-current market price. Section 203
would  also  discourage certain potential acquirers unwilling to comply with its
provisions.                                                                     

Interested  Director  Transactions                                              

     Under both Delaware and Colorado law,  contracts or  transactions  in which
one or more of a corporation's  directors has an interest are generally not void
or voidable because of such interest provided that certain  conditions,  such as
obtaining the required  approval and fulfilling the  requirements  of good faith
and full  disclosure,  are met.  With certain  exceptions,  the  conditions  are
similar under Delaware and Colorado law. To authorize or ratify the transaction,
under Colorado law (a) either the shareholders or the  disinterested  members of
the board of directors  must approve any such  contract or  transaction  in good
faith  after full  disclosure  of the  material  facts,  or (b) the  contract or
transaction  must have been fair as to the  corporation.  The same  requirements
apply under Delaware law,  except that the fairness  requirement is tested as of
the time the transaction is authorized,  ratified or approved by the board,  the
shareholders  or a committee  of the board.  If board  approval  is sought,  the
contract or transaction must be approved by a majority vote of the disinterested
directors  (though  less than a majority of a quorum),  except  that  interested
directors  may  be  counted  for  purposes  of  establishing  a  quorum.        

Loans  to  Directors  and  Officers                                             

                                                                [Download Table]

             Colorado                                     Delaware                 
----------------------------------------  -----------------------------------------
                                                                                   
The board of directors  cannot make a     The  board  of  directors   may  make    
loan to a director or officer  (or  any   loans  to,  or guaranties  for,          
entity  in  which  such  person  has  an  directors  and  officers on such terms as
interest),  or guaranty  any  obligation  they deem appropriate  whenever,  in the 
of such person or entity,  until at       board's  judgment, the  loan  can  be    
least  ten days  after  notice  has been  expected  to  reasonably   benefit  the  
given to the  shareholders who would be   corporation.                             
entitled to vote on the  transaction if                                            
it were being submitted for shareholder                                            
approval.                                                                          
----------------------------------------  -----------------------------------------

Shareholder  Derivative  Suits                                                  

     Under both Delaware and Colorado law, a stockholder  may bring a derivative
action on behalf of the corporation only if the stockholder was a stockholder of
the  corporation  at the time of the  transaction  in  question or if his or her
stock  thereafter  devolved  upon  him  or  her  by  operation  of  law.        

                                                                [Download Table]

   Colorado                                                Delaware                
-----------------------------------------  ----------------------------------------
                                                                                   
Provides  that  the  corporation  or  the  Delaware does not have a similar bonding
defendant  in  a derivative  suit  may     requirement.                            
make a motion  to the  court  for an                                               
order  requiring  the  plaintiff                                                   
shareholder  to furnish a                                                          
security bond.                                                                     
-----------------------------------------  ----------------------------------------

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Appraisal/Dissenters'  Rights                                                   

     Under both  Delaware  and  Colorado  law, a  shareholder  of a  corporation
participating  in  certain  major  corporate  transactions  may,  under  varying
circumstances,  be entitled to  appraisal/dissenters'  rights  pursuant to which
such  shareholder may receive cash in the amount of the fair market value of his
or her shares in lieu of the  consideration he or she would otherwise receive in
the transaction. Under both Delaware and Colorado law, such fair market value is
determined  exclusive of any element of value arising from the accomplishment or
expectation  of  the  merger  or  consolidation.                                

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                                                        [Enlarge/Download Table]

             Colorado                                       Delaware                 
-----------------------------------------  ------------------------------------------
                                                                                     
Dissenters'  rights are not available to   Appraisal  rights are not  available (a)  
shareholders of a corporation surviving a  with respect to the sale, lease or        
merger  if no vote of the stockholders     exchange of all or substantially  all of  
of the surviving  corporation  is          the  assets  of a  corporation,  (b) with 
required to approve  the  merger  or       respect  to a merger or  consolidation    
share exchange under certain provisions    by a  corporation  the  shares of which   
of Colorado law.                           are either listed on a national           
                                           securities  exchange or are held of       
Dissenters  rights are not available to    record by more than  2,000  holders  if   
shareholders  of a Colorado   corporation  such stockholders   receive   only        
with   respect   to  a  merger  or         shares  of  the   surviving corporation   
consolidation  by a  corporation  the      or shares of any  other  corporation      
shares  of which are either  listed on a   that are either listed on a national      
national  securities  exchange  or are     securities exchange or held of record by  
held  of  record  by  more  than  2,000    more  than  2,000  holders,  plus cash in 
holders  if  such stockholders   receive   lieu of fractional shares of such         
only   shares  of  the   surviving         corporations, or  (c)  to stockholders    
corporation  or shares of any  other       of a  corporation  surviving  a merger    
corporation  that are either listed on a   if no vote of the  stockholders  of the   
national  securities exchange or held of   surviving  corporation is required to     
record by more  than  2,000  holders,      approve the merger under certain          
plus cash in lieu of fractional   shares   provisions of Delaware law.               
of  such   corporations, or  (c)  to                                                 
stockholders  of a  corporation                                                      
surviving  a merger  if no                                                           
vote of the  stockholders  of the                                                    
surviving  corporation is required to                                                
approve the merger under certain                                                     
provisions of Colorado law.                                                          
-----------------------------------------  ------------------------------------------

Dissolution                                                                     

                                                        [Enlarge/Download Table]

             Colorado                                       Delaware                   
------------------------------------------  -----------------------------------------  
                                                                                       
If  the  board  of directors initially      Unless the board of  directors  approves   
approves the dissolution,  it may be        the  proposal  to dissolve,  the           
approved by a simple  majority of the       dissolution  must  be  approved  by all    
outstanding shares of the corporation's     the stockholders  entitled to vote         
stock entitled to  vote. In the  event of   thereon. Only if the board of directors    
such a board-initiated dissolution,         initially  approves the dissolution may    
Colorado law allows a Colorado              it be approved by a simple majority of     
corporation to include in its certificate   the outstanding  shares of the             
of incorporation a supermajority            corporation's  stock entitled to vote. In  
(greater  than  a  simple  majority)        the event of such a board initiated        
voting requirement   in  connection         dissolution,  Delaware law allows a        
with   dissolutions.   Under Colorado       Delaware  corporation  to  include  in     
law,  shareholders  may only initiate       its  certificate  of incorporation  a      
dissolution by way of a judicial            supermajority (greater  than  a  simple    
proceeding.                                 majority) voting requirement in            
                                            connection with dissolutions.  QUIXIT-DEL's
                                            Certificate of  incorporation contains no  
                                            such supermajority requirement,  however,  
                                            and a majority  of  the  outstanding       
                                            shares  entitled  to  vote, voting at a    
                                            meeting at which a quorum is present,      
                                            would be sufficient to approve a           
                                            dissolution  of  QUIXIT-DEL  that had      
                                            previously been approved by its Board of   
                                            Directors.                                 
------------------------------------------  -----------------------------------------  

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Vote  Required                                                                  

     The  approval  of a majority  of the  outstanding  shares of the  Company's
Common  Stock  is  required to reincorporate in Delaware. Proxies  solicited  by
the  Board will be voted in favor of the adoption of Proposal 2 to reincorporate
the  Company  in  Delaware  unless  otherwise  indicated  thereon.              

     The  Board   recommends   a  vote  FOR  the   approval  of  the   Company's
reincorporation  in Delaware,  which is designated as Proposal 2 on the enclosed
Proxy  card.                                                                    

Proposal  3:    APPROVAL  OF  AMENDMENT OF ARTICLES OF INCORPORATION TO PROHIBIT
REVERSE STOCK SPLITS AND SIMILAR TRANSACTIONS                                   

     The  Board has determined that it would be advisable to amend the Company's
Articles  of  Incorporation  to prohibit, for a period of two (2) years from and
after  the date hereof, any reverse stock split or other transaction (a "Reverse
Stock  Split Transaction") that would reduce the number of outstanding shares of
common  stock  of  the  Company  or  any  successor  company.                   

     If the Company or its shareholders were to take any action that contravened
this  amendment,  then  the Company would be required to grant automatically and
immediately  to  each  of the Company's shareholders of record as of October 31,
2002  a  dividend  equal to the number of the number of shares held by each such
shareholder  immediately prior to the Reverse Stock Split Transaction multiplied
by  a number of shares inversely proportional to the number of shares so reduced
in the Reverse Split Transaction.  A "Reverse Stock Split Transaction" would not
include  a  reduction  of  shares  by  means  of  retirement  to  treasury  or  
cancellation.                                                                   

     This  proposed amendment is required under a Stock Purchase Agreement dated
December  20,  2002  by and among the Company, H. Daniel Boone and TOP New York,
pursuant to which Mr. Boone sold on January 16, 2003 all of his shares of common
stock of the Company to TOP New York.  The purpose of this proposed amendment is
to  deter,  for  two  years,  dilution of the shares of Common Stock held by the
present  shareholders  of  the  Company  through  a  reverse  stock  or  similar
transaction,  while  permitting  dilution by way of other types of transactions.
Accordingly,  the  Board  believes  that  this proposed amendment is in the best
interests  of  the  Company's  shareholders.                                    

     The Board has unanimously adopted and declared it advisable and unanimously
recommends  to  the  Company's  shareholders  that  the  Company's  Articles  of
Incorporation  be  amended  as  described.  A  copy of the Company's Articles of
Incorporation, as proposed to be amended by the resolution adopted by the Board,
is  attached  as  Annex  A.                                                     

 FINANCIAL AND OTHER INFORMATION

     Reference  is  made  to  the  financial  statements  and  other information
included  in  the  Company's  Annual  Report on Form 10-KSB for the period ended
December  31,  2002  (as  filed  with  the Securities and Exchange Commission on
January  31,  2003),  which  is incorporated herein by reference. A Copy of such
report  is  included  in  this  mailing.  If  you  do  not  receive             

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a copy of such report, the Company undertakes to provide to you, without        
charge, upon a written or oral request by you and by first class mail or other  
equally prompt means within one business day of receipt of such request, a copy 
of such report.  Written requests for such report should be addressed to the    
Office of the President, Quixit, Inc., c/o TOP Group Corporation, 17 Barstow    
Road, Suite 301, Great Neck, New York 11021.  The Company's telephone number at 
such office is (516) 482-2119.                                                  

 OTHER MATTERS

  The Board is not aware of any other matter other than those set forth in
this Proxy Statement that will be presented for action at the Special Meeting.  
If other matters properly come before the Special Meeting, the persons named as 
proxies intend to vote the shares they represent in accordance with their best  
judgment in the interest of the Company.                                        

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ANNEX A 

 ARTICLES OF AMENDMENT
TO

 THE ARTICLES OF INCORPORATION

OF

QUIXIT, INC.

Pursuant to the provisions of the Colorado Business Corporation Act,  
Quixit, Inc. (the "Corporation"), has adopted the following Articles of         
Amendment to its Articles of Incorporation:                                     

FIRST:     The following Article is added to the Articles of          
Incorporation:                                                                  

         "Prior to January 16, 2005, neither Quixit nor its shareholders shall
 take any action which would reduce, whether by reverse split,
        consolidation, reorganization, merger or otherwise (a "Reverse Split
      Transaction"), the number of outstanding shares of common stock of
          Quixit or any successor company; provided, however, that, in the event
     any such action is taken in contravention of this Article Eleven,
   Quixit shall automatically and immediately grant to each Quixit
        shareholder of record as of October 31, 2002 a dividend equal to (i)
        the number of shares held by each such shareholder immediately prior
    to such Reverse Split Transaction multiplied by (ii) a number of
       shares inversely proportional to the number of shares so reduced in
    such Reverse Split Transaction. Notwithstanding the foregoing, a
          'Reverse Split Transaction' shall not include a reduction of shares by
means of retirement to treasury or cancellation."           

 SECOND:     By written informal action, unanimously taken by the Board of
Directors of the Corporation effective January 16, 2003, pursuant to and in     
accordance with Article 108, Section 202 and Article 110, Section 103 of the    
Colorado Business Corporation Act, the Board of Directors of the Corporation    
duly adopted and recommended the amendments described above to the Corporation's
shareholders for their approval.                                                

THIRD:     Notice having been properly given to the shareholders in     
accordance with Article 107, Section 105 and Article 110, Section 103, at a     
meeting of shareholders held on March 24, 2003, the number of votes cast for    
the amendment by the shareholders entitled to vote on the amendment was         
sufficient for approval by the shareholders.                                    

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IN WITNESS WHEREOF, QUIXIT, INC., has caused these presents to be     
signed in its name and on its behalf by Yang Hengming, its President and Chief  
Executive Officer, and its corporate seal to be handwritten or impressed        
hereunder and attested by Lu Anli, its Chief Financial Officer, Treasurer and   
Secretary, on the 24th day of March, 2003, and its President acknowledges that  
these articles of Amendment are the act and deed of Quixit, Inc. and, under the 
penalties of perjury, that the matters and facts set forth herein with respect  
to authorization and approval are true in all material respects to the best     
knowledge, information and belief.                                              

Dated this 24th day of March, 2003.                                             

ATTEST: QUIXIT, INC.                                                            

By: _______________________________    By: __________________________________   
Yang Hengming, President and Chief         Lu Anli, Chief Financial Executive   
Executive Officer                          Officer, Treasurer and Secretary     

A-1 

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ANNEX B 

 QUIXIT, INC.,
A COLORADO CORPORATION
 AND
TOP GROUP CORPORATION,
A DELAWARE CORPORATION

AGREEMENT AND PLAN OF MERGER

    This Agreement and Plan of Merger (this "Agreement") is entered into as of
March 24, 2003, by and between Quixit, Inc., a Colorado corporation             
("QXIT-COL"), and QUIXIT, Inc., a Delaware corporation ("QUIXIT-DEL"). QXIT-COL 
and QUIXIT-DEL are sometimes referred to herein as the "Constituent             
Corporations". WHEREAS, QXIT-COL was incorporated under the laws of the State of
Colorado on May 15, 1997, and has authorized capital stock of 100,000,000 shares
of stock, no par value per share (the "QXIT-COL Common Stock"), of which        
5,000,000 shares are issued and outstanding;                                    

WHEREAS, QUIXIT-DEL was incorporated under the laws of the State of Delaware on 
February 11, 2003 and has authorized capital stock of 100,000,000 shares of     
common stock, par value $.0001 per share (the "QUIXIT-DEL Common Stock"), of    
which one share is issued and outstanding;                                      

WHEREAS, the respective Board of Directors of QXIT-COL and QUIXIT-DEL deem it   
advisable and in the best interests of their respective corporations that       
QXIT-COL merge with and into QUIXIT-DEL (the "Merger") and to enter into and    
perform this Agreement pursuant to the laws of Colorado and Delaware, as        
applicable;                                                                     

WHEREAS, the Board of Directors of QXIT-COL has approved and the shareholders of
QXIT-COL have approved this Agreement pursuant to the Colorado Business         
Corporation Act; and                                                            

WHEREAS, the Board of Directors of QUIXIT-DEL has approved and the stockholders 
of TOP have approved this Agreement pursuant to Sections 251 and 252 of the     
Delaware General Corporation Law ("DGCL").                                      

NOW, THEREFORE, QXIT-COL and QUIXIT-DEL hereby agree as follows:                

  1. Merger. Subject to the terms and conditions hereof, QXIT-COL shall be
merged with and into QUIXIT-DEL, and the separate corporate existence of        
QXIT-COL will cease, QUIXIT-DEL shall continue as the surviving corporation     
under the laws of the State of Delaware (the "Surviving Corporation") and the   
issued and outstanding shares of the capital stock of QXIT-COL shall be         
converted into shares of the capital stock of QUIXIT-DEL as provided in Section 
6 below, effective upon the filing of the Certificate of Merger with the        
Secretary of State of Delaware (the "Effective Date").                          

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     2. Registered Office of Surviving Corporation. The registered office of the
Surviving Corporation after the Merger will be 2711 Centerville Road, Suite 400,
City of Wilmington, County of New Castle, Delaware and the name of the          
registered agent of the Surviving Corporation at such address will be The       
Corporation Service Company.                                                    

3. Certificate of Incorporation. The Certificate of Incorporation of  
QUIXIT-DEL in effect immediately prior to the Merger will continue to be the    
Certificate of Incorporation of the Surviving Corporation immediately upon and  
after the Merger.                                                               

  4. By-Laws. The By-Laws of QUIXIT-DEL in effect immediately prior to the
Merger will continue to be the By-Laws of the Surviving Corporation immediately 
upon and after the Merger.                                                      

5. Officers and Directors. The directors and the officers of QXIT-COL 
immediately prior to the Merger shall be the directors and officers of the      
Surviving Corporation immediately upon and after the Merger, until their        
respective successors are duly elected and qualified.                           

     6. Conversion of QXIT-COL Shares. Upon the Effective Date, by virtue of the
Merger and without any further action on the part of the Constituent            
Corporations or their respective shareholders or stockholders, all of the shares
of the QXIT-COL Common Stock issued and outstanding immediately prior to the    
Merger shall automatically be converted on a one for one basis into fully paid  
and non-assessable shares of the QUIXIT-DEL Common Stock.                       

    7. Cancellation of QUIXIT-DEL Share. Upon the Effective Date, by virtue of
the Merger and without any further action on the part of the Constituent        
Corporations or their respective shareholders or stockholders, the one share of 
QUIXIT-DEL Common Stock issued and outstanding immediately prior to the Merger  
shall automatically be canceled.                                                

8. Stock Certificates. On and after the Effective Date, all of the    
outstanding certificates which prior to that time represented shares of QXIT-COL
Common Stock shall be deemed for all purposes to evidence ownership of and to   
represent the shares of QUIXIT-DEL Common Stock into which the shares of        
QXIT-COL Common Stock represented by such certificates have been converted as   
herein provided and shall be so registered on the books and records of          
QUIXIT-DEL or its transfer agent. The registered owner of any such outstanding  
stock certificate shall, until such certificate shall have been surrendered for 
exchange, transfer or conversion or otherwise accounted for to QUIXIT-DEL or its
transfer agent, have and be entitled to exercise any voting and other rights    
with respect to and to receive any dividend and other distributions upon the    
shares of QUIXIT-DEL evidenced by such outstanding certificate as above         
provided.                                                                       

9. Status and Rights of Surviving Corporation. Immediately after the  
Merger, the Surviving Corporation shall possess all the rights, privileges and  
powers, of a public as well as a private nature, of QXIT-COL, and all property, 
real, personal and mixed, whether tangible or intangible, and all debts due to  
QXIT-COL shall be vested in the Surviving Corporation and all and every other   
interest of QXIT-COL shall be thereafter the property of the Surviving          
Corporation as effectively as they were of QXIT-COL, and the title to any real  
estate, whether by deed or otherwise, vested in QXIT-COL or the Surviving       
Corporation, shall not revert or be in any way impaired by reason of the Merger.
Immediately after the Merger, all rights of creditors and all liens upon any    
property of the parties hereto shall be preserved unimpaired, and all debts,    
liabilities, obligations, and duties of the parties hereto shall thenceforth    
attach to the Surviving Corporation, and may be enforced against the Surviving  
Corporation to the same extent as if said debts, liabilities, obligations and   
duties had been incurred or contracted by it.                                   

10. Further Assurances. From time to time, as and when required by    
QUIXIT-DEL or by its successors and assigns, including, without limitation, the 
Surviving Corporation, there shall be executed and delivered on behalf of       
QXIT-COL such deeds and other instruments, and there shall be taken or caused to
be taken by it such further and other action, as shall be appropriate or        
necessary in order to vest, perfect in, to conform of record or otherwise in the
Surviving Corporation the title to and possession of all the property,          
interests, assets, rights, privileges, immunities, powers, franchises and       
authority of QXIT-COL and otherwise to carry out the purposes of this Agreement,
and the officers and directors of QUIXIT-DEL are fully authorized in the name   
and on behalf of QXIT-COL or otherwise to take any and all such action and to   
execute and deliver any and all such deeds and other instruments.               

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11. Termination. Notwithstanding the approval of this Agreement by the
shareholders of QXIT-COL, this Agreement may be terminated by the mutual consent
of the Boards of Directors of the parties hereto at any time prior to the       
Effective Date.                                                                 

   12. Amendment. This Agreement may be amended by the mutual consent of the
Boards of Directors of the parties hereto prior to the filing of this Agreement 
or related Certificate of Merger subject to the restrictions of Section 251(d)  
of the DGCL.                                                                    

13. Miscellaneous. This Agreement may be executed in one or more      
counterparts, each of which shall be deemed an original, and all of which shall 
constitute one and the same document. This Agreement constitutes the entire     
agreement of the parties which respect to the subject matter hereof and         
supersedes any prior or contemporaneous agreements, oral or written, relating   
thereto.                                                                        

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IN  WITNESS  WHEREOF, the parties hereto have duly executed this Agreement      
and  Plan  of  Merger  as  of  the  date  first  written  above.                

   QUIXIT,  INC.
              a  Colorado  corporation

                             By:____________________________________
           Name:  Yang  Hengming
                              Title:  President  and  Chief  Executive
Officer   

   QUIXIT, INC.,
              a  Delaware  corporation

                             By:____________________________________
           Name:  Yang  Hengming
                              Title:  President  and  Chief  Executive
Officer   

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ANNEX C 

CERTIFICATE OF INCORPORATION

OF

 QUIXIT, INC.,

The undersigned, a natural person, for the purpose of organizing a    
corporation for conducting the business and promoting the purposes hereinafter  
stated, under the provisions and subject to the requirements of the laws of the 
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the 
acts amendatory thereof and supplemental thereto, and known, identified and     
referred to as the "General Corporation Law"), hereby certifies that:           

   FIRST:  The name of the corporation is QUIXIT, INC., (the "Corporation").

    SECOND: The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808-1297,  
County of New Castle. The name of its registered agent at such address is the   
Corporation Service Company.                                                    

   THIRD: The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation  
Law.                                                                            

FOURTH: The total number of shares of all classes of stock which the  
Corporation shall have authority to issue is one hundred (100), consisting of   
100 shares of common stock, $.001 par value per share ("Common Stock").         

   FIFTH:  The name and mailing address of the sole incorporator is James M.
McKnight, Esq., c/o Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,        
Chrysler Center, 666 Third Avenue, New York, New York 10017.                    

SIXTH: The Corporation is to have perpetual existence.                

SEVENTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition and not in limitation of  
the powers of the Corporation and of its directors and of its stockholders or   
any class thereof, as the case may be, conferred by the State of Delaware, it is
further provided that:                                                          

        (A) The management of the business and the conduct of the affairs of
  the Corporation shall be vested in its Board of Directors. The number of
     directors that shall constitute the whole Board of Directors shall be fixed
    by, or in the manner provided in, the Bylaws. The phrase "whole Board" and
 the phrase "total number of directors" shall be deemed to have the same
     meaning, to wit, the total number of directors, which the Corporation would
have if there were no vacancies. No election of directors need be by  
written ballot.                                                       

       (B) After the original or other Bylaws of the Corporation have been
  adopted, amended or repealed, as the case may be, in accordance with the
  provisions of Section 109 of the General Corporation Law, and, after the
 Corporation has received any payment for any of its stock, the power to
   adopt, amend, or repeal the Bylaws of the Corporation may be exercised by
the Board of Directors of the Corporation.                            

        (C) The books of the Corporation may be kept at such place within or
    without the State of Delaware as the Bylaws of the Corporation may provide
    or as may be designated from time to time by the Board of Directors of the
Corporation.                                                          

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      EIGHTH:  The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law, as the same may be amended and      
supplemented from time to time, indemnify and advance expenses to (i) its       
directors and officers, and (ii) any person who at the request of the           
Corporation is or was serving as a director, officer, employee or agent of      
another corporation, partnership, joint venture, trust or other enterprise, from
and against any and all of the expenses, liabilities, or other matters referred 
to in or covered by said section as amended or supplemented (or any successor); 
provided, however, that except with respect to proceedings to enforce rights to 
indemnification, the Bylaws of the Corporation may provide that the Corporation 
shall indemnify any director, officer or such person in connection with a       
proceeding (or part thereof) initiated by such director, officer or such person 
only if such proceeding (or part thereof) was authorized by the Board of        
Directors of the Corporation.  The Corporation, by action of its Board of       
Directors, may provide indemnification or advance expenses to employees and     
agents of the Corporation or other persons only on such terms and conditions and
to the extent determined by the Board of Directors in its sole and absolute     
discretion.  The indemnification provided for herein shall not be deemed        
exclusive of any other rights to which those indemnified may be entitled under  
any bylaw, agreement, vote of stockholders or disinterested directors or        
otherwise, both as to action in their 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.        

     NINTH: No director of the Corporation shall be liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as a  
director, provided that this provision does not eliminate or limit the liability
of the director (i) for any breach of the director's duty of loyalty to the     
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under 
Section 174 of the General Corporation Law, or (iv) for any transaction from    
which the director derived an improper personal benefit. For purposes of the    
prior sentence, the term "damages" shall, to the extent permitted by law,       
include without limitation, any judgment, fine, amount paid in settlement,      
penalty, punitive damages, excise or other tax assessed with respect to an      
employee benefit plan, or expense of any nature (including, without limitation, 
reasonable counsel fees and disbursements). Each person who serves as a director
of the Corporation while this Article NINTH is in effect shall be deemed to be  
doing so in reliance on the provisions of this Article NINTH, and neither the   
amendment or repeal of this Article NINTH, nor the adoption of any provision of 
this Certificate of Incorporation inconsistent with this Article NINTH, shall   
apply to or have any effect on the liability or alleged liability of any        
director of the Corporation for, arising out of, based upon, or in connection   
with any acts or omissions of such director occurring prior to such amendment,  
repeal, or adoption of an inconsistent provision. The provisions of this Article
NINTH are cumulative and shall be in addition to and independent of any and all 
other limitations on or eliminations of the liabilities of directors of the     
Corporation, as such, whether such limitations or eliminations arise under or   
are created by any law, rule, regulation, bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.                                       

TENTH:  Whenever a compromise or arrangement is proposed between this 
Corporation and its creditors or any class of them and/or between the           
Corporation and its stockholders or any class of them, any court of equitable   
jurisdiction within the State of Delaware may, on the application in a summary  
way of this Corporation or of any creditor or stockholder thereof or on the     
application of any receiver or receivers appointed for this Corporation under   
the provisions of Section 291 of the General Corporation Law or on the          
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the General         
Corporation Law order a meeting of the creditors or class of creditors, and/or  
of the stockholders or class of stockholders of this Corporation, as the case   
may be, to be so summoned in such manner as the said court directs.  If a       
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or the stockholders or class of stockholders of this          
Corporation, as the case may be, agree to any compromise or arrangement and to  
any reorganization of this Corporation as consequence of such compromise or     
arrangement, the said compromise or arrangement and the said reorganization     
shall, if sanctioned by the court to which the said application has been made,  
be binding on all the creditors or class of creditors, and/or on all the        
stockholders or class of stockholders, of this Corporation, as the case may be, 
and also on this Corporation.                                                   

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         ELEVENTH:  Prior to January 15, 2005, neither the Corporation nor
its stockholders shall take any action which would reduce, whether by reverse   
split, consolidation, reorganization, merger or otherwise (a "Reverse Split     
Transaction"), the number of outstanding shares of common stock of the          
Corporation or any successor company; provided, however, that, in the event any 
such action is taken in contravention of this Article ELEVENTH, the Corporation 
shall automatically and immediately grant to each stockholder of record as of   
October 31, 2002 a dividend equal to (i) the number of shares held by each such 
stockholder immediately prior to such Reverse Split Transaction multiplied by   
(ii) a number of shares inversely proportional to the number of shares so       
reduced in such Reverse Split Transaction.  Notwithstanding the foregoing, a    
"Reverse Split Transaction" shall not include a reduction of shares by means of 
retirement to treasury or cancellation.                                         

         TWELFTH:  From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions      
authorized by the laws of the State of Delaware at the time in force may be     
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this   
Certificate of Incorporation are granted subject to the provisions of this      
Article.                                                                        

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IN WITNESS WHEREOF, I have made, signed, and sealed this Certificate of         
Incorporation on this 11th day of February 2003.                                

                       _________________________________
                       Name:     James M. McKnight, Esq.
                  Title:     Sole Incorporator

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ANNEX D 

BY-LAWS OF
 QUIXIT, INC.,

  (AS ADOPTED FEBRUARY 11, 2003)

 ARTICLE I

 OFFICES

1.1     REGISTERED OFFICE.                                                      

The registered office of QUIXIT, INC., (the "Corporation") in the     
State of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington,     
Delaware  19808-1297, and the registered agent in charge thereof shall be       
Corporation Service Company.                                                    

1.2     OTHER OFFICES.                                                          

  The Corporation may also have an office or offices at any other place or
places within or outside the State of Delaware.                                 

ARTICLE II

MEETING OF STOCKHOLDERS; STOCKHOLDERS'
CONSENT IN LIEU OF MEETING

2.1     ANNUAL MEETINGS.                                                        

   The annual meeting of the stockholders for the election of directors, and
for the transaction of such other business as may properly come before the      
meeting, shall be held at such place, date and hour as shall be fixed by the    
Board of Directors (the "Board") and designated in the notice or waiver of      
notice thereof, except that no annual meeting need be held if all actions,      
including the election of directors, required by the General Corporation Law of 
the State of Delaware (the "Delaware Statute") to be taken at a stockholders'   
annual meeting are taken by written consent in lieu of meeting pursuant to      
Section 2.10 of this Article II.                                                

2.2     SPECIAL MEETINGS.                                                       

  A special meeting of the stockholders for any purpose or purposes may be
called by the Board, the Chairman, the President or the record holders of at    
least a majority of the issued and outstanding shares of Common Stock of the    
Corporation, to be held at such place, date and hour as shall be designated in  
the notice or waiver of notice thereof.                                         

2.3     NOTICE OF MEETINGS.                                                     

   Except as otherwise required by statute, the Certificate of Incorporation
of the Corporation (the "Certificate") or these By-laws, notice of each annual  
or special meeting of the stockholders shall be given to each stockholder of    
record entitled to vote at such meeting not less than 10 nor more than 60 days  
before the day on which the meeting is to be held, by delivering written notice 
thereof to him personally, or by mailing a copy of such notice, postage prepaid,
directly to him at his address as it appears in the records of the Corporation, 
or by transmitting such notice thereof to him at such address by telegraph,     
cable or other telephonic transmission.  Every such notice shall state the      
place, the date and hour of the meeting, and, in case of a special meeting, 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     

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attend such meeting in person or by proxy, or who shall, in person or by his    
attorney thereunto authorized, waive such notice in writing, either before or   
after such meeting.  Except as otherwise provided in these By-laws, neither the 
business to be transacted at, nor the purpose of, any meeting of the            
stockholders need be specified in any such notice or waiver of notice.  Notice  
of any adjourned meeting of stockholders shall not be required to be given,     
except when expressly required by law.                                          

2.4     QUORUM.                                                                 

     At each meeting of the stockholders, except where otherwise provided by the
Certificate or these By-laws, the holders of a majority of the issued and       
outstanding shares of Common Stock of the Corporation entitled to vote at such  
meeting, present in person or represented by proxy, shall constitute a quorum   
for the transaction of business.  In the absence of a quorum, a majority in     
interest of the stockholders present in person or represented by proxy and      
entitled to vote, or, in the absence of all the stockholders entitled to vote,  
any officer entitled to preside at, or act as secretary of, such meeting, shall 
have the power to adjourn the meeting from time to time, until stockholders     
holding the requisite amount of stock to constitute a quorum shall be present or
represented.  At any such adjourned meeting at which a quorum shall be present, 
any business may be transacted which might have been transacted at the meeting  
as originally called.                                                           

2.5     ORGANIZATION.                                                           

Unless otherwise determined by the Board, at each meeting of the      
stockholders, one of the following shall act as chairman of the meeting and     
preside thereat, in the following order of precedence:                          

(a) the Chairman, if any;                                             

(b) the President;                                                    

   (c) any director, officer or stockholder of the Corporation designated by
the Board to act as chairman of such meeting and to preside thereat if the      
Chairman or the President shall be absent from such meeting; or                 

     (d) a stockholder of record who shall be chosen chairman of such meeting by
a majority in voting interest of the stockholders present in person or by proxy 
and entitled to vote thereat.                                                   

The Secretary or, if he shall be presiding over such meeting in accordance with 
the provisions of this Section 2.5 or if he shall be absent from such meeting,  
the person (who shall be an Assistant Secretary, if an Assistant Secretary has  
been appointed and is present) whom the chairman of such meeting shall appoint, 
shall act as secretary of such meeting and keep the minutes thereof.            

2.6     ORDER OF BUSINESS.                                                      

The order of business at each meeting of the stockholders shall be    
determined by the chairman of such meeting, but such order of business may be   
changed by a majority in voting interest of those present in person or by proxy 
at such meeting and entitled to vote thereat.                                   

2.7     VOTING.                                                                 

   Except as otherwise provided by law, the Certificate or these By-laws, at
each meeting of the stockholders, every stockholder of the Corporation shall be 
entitled to one vote in person or by proxy for each share of Common Stock of the
Corporation held by him and registered in his name on the books of the          
Corporation on the date fixed pursuant to Section 6.7 of Article VI as the      
record date for the determination of stockholders entitled to vote at such      

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meeting.  Persons holding stock in a fiduciary capacity shall be entitled to    
vote the shares so held.  A person whose stock is pledged shall be entitled to  
vote, unless, in the transfer by the pledgor on the books of the Corporation, he
has expressly empowered the pledgee to vote thereon, in which case only the     
pledgee or his proxy may represent such stock and vote thereon.  If shares or   
other securities having voting power stand in the record of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety or otherwise, or if two or more persons have the same   
fiduciary relationship respecting the same shares, unless the Secretary shall be
given written notice to the contrary and furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:              

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

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

    (c) if more than one votes, but the vote is evenly split on any particular
matter, such shares shall be voted in the manner provided by law.               

If  the  instrument  so  filed  shows  that  any such tenancy is held in unequal
interests,  a  majority or even-split for the purposes of this Section 2.7 shall
be  a  majority  or  even-split  in  interest.  The  Corporation  shall not vote
directly  or  indirectly  any share of its own capital stock.  Any vote of stock
may  be  given  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,  delivered  to  the  secretary  of the meeting;
provided, however, that no proxy shall be voted after three years from its date,
--------  -------                                                               
unless  said  proxy  provides  for  a  longer  period.  At  all  meetings of the
stockholders,  all  matters  (except  where  other provision is made by law, the
Certificate  or  these                                                          

By-laws) shall be decided by the vote of a majority in interest of the          
stockholders present in person or by proxy at such meeting and entitled to vote 
thereon, a quorum being present.  Unless demanded by a stockholder present in   
person or by proxy at any meeting and entitled to vote thereon, the vote on any 
question need not be by ballot.  Upon a demand by any such  stockholder for a   
vote by ballot upon any question, such vote by ballot shall be taken.  On a vote
by ballot, each ballot shall be signed by the stockholder voting, or by his     
proxy, if there be such proxy, and shall state the number of shares voted.      

2.8     INSPECTION.                                                             

    The chairman of the meeting may at any time appoint one or more inspectors
to serve at any meeting of the stockholders.  Any inspector may be removed, and 
a new inspector or inspectors appointed, by the Board at any time.  Such        
inspectors shall decide upon the qualifications of voters, accept and count     
votes, declare the results of such vote, and subscribe and deliver to the       
secretary of the meeting a certificate stating the number of shares of stock    
issued and outstanding and entitled to vote thereon and the number of shares    
voted for and against the question, respectively.  The inspectors need not be   
stockholders of the Corporation, and any director or officer of the Corporation 
may be an inspector on any question other than a vote for or against his        
election to any position with the Corporation or on any other matter in which he
may be directly interested.  Before acting as herein provided, each inspector   
shall subscribe an oath faithfully to execute the duties of an inspector with   
strict impartiality and according to the best of his ability.                   

2.9     LIST OF STOCKHOLDERS.                                                   

   It shall be the duty of the Secretary or other officer of the Corporation
who shall have charge of its stock ledger to prepare and make, at least 10 days 
before every meeting of the stockholders, a complete list of the stockholders   
entitled to vote thereat, arranged in alphabetical order, and showing the       
address of each stockholder and the number of shares registered in the name of  

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each stockholder.  Such list shall be open to the examination of any            
stockholder, for any purpose germane to any such meeting, during ordinary       
business hours, for a period of at least 10 days prior to such meeting, either  
at a place within the city where such 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.  Such 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.                                    

2.10     STOCKHOLDERS' CONSENT IN LIEU OF MEETING.                              

     Any  action  required  by the Delaware Statute to be taken at any annual or
special  meeting of the 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, by a consent in
writing,  as  permitted  by  the  Delaware  Statute.                            

ARTICLE III 

BOARD OF DIRECTORS

3.1     GENERAL POWERS.                                                         

   The business, property and affairs of the Corporation shall be managed by
or under the direction of the Board, which may exercise all such powers of the  
Corporation and do all such lawful acts and things as are not by law or by the  
Certificate directed or required to be exercised or done by the stockholders.   

3.2     NUMBER AND TERM OF OFFICE.                                              

The number of directors shall be fixed from time to time by the Board.
Directors need not be stockholders.  Each director shall hold office until his  
successor is elected and qualified, or until his earlier death or resignation or
removal in the manner hereinafter provided.                                     

3.3     ELECTION OF DIRECTORS.                                                  

    At each meeting of the stockholders for the election of directors at which
a quorum is present, the persons receiving the greatest number of votes, up to  
the number of directors to be elected, of the stockholders present in person or 
by proxy and entitled to vote thereon shall be the directors; provided, however,
                                                             --------  -------
that for purposes of such vote no stockholder shall be allowed to cumulate his  
votes.  Unless an election by ballot shall be demanded as provided in Section   
2.7 of Article II, election of directors may be conducted in any manner approved
at such meeting.                                                                

3.4     RESIGNATION, REMOVAL AND VACANCIES.                                     

    Any director may resign at any time by giving written notice to the Board,
the Chairman, the President or the Secretary.  Such resignation shall take      
effect at the time specified therein or, if the time be not specified, upon     
receipt thereof; and unless otherwise specified therein, the acceptance of such 
resignation shall not be necessary to make it effective.                        

    Any director or the entire Board may be removed, with or without cause, at
any time, by vote of the holders of a majority of the shares then entitled to   
vote at an election of directors or by written consent of the stockholders      
pursuant to Section 2.10 of Article II.                                         

  Vacancies occurring on the Board for any reason may be filled by vote of
the stockholders or by the stockholders' written consent pursuant to Section    
2.10 of Article II, or by vote of the Board or by the directors' written consent
pursuant to Section 3.6 of this Article III.                                    

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If the number of directors then in office is less than a quorum, such vacancies 
may be filled by a vote of a majority of the directors then in office.          

3.5     MEETINGS.                                                               

(a)     Annual Meetings.  As soon as practicable after each annual election of  
---------------                                                 
directors, the Board shall meet for the purpose of organization and the         
transaction of other business, unless it shall have transacted all such business
by written consent pursuant to Section 3.6 of this Article III.                 

(b)     Other Meetings.  Other meetings of the Board shall be held at such times
--------------                                                  
and at such places as the Board, the Chairman, the President or any director    
shall from time to time determine.                                              

(c)     Notice of Meetings.  Notice shall be given to each director of each     
------------------                                              
meeting, including the time, place and purpose of such meeting.  Notice of each 
such meeting shall be mailed to each director, addressed to him at his residence
or usual place of business, at least two days before the date on which such     
meeting is to be held, or shall be sent to him at such place by telegraph,      
cable, wireless or other form of recorded communication, or be delivered        
personally or by telephone not later than the day before the day on which such  
meeting is to be held, but notice need not be given to any director who shall   
attend such meeting.  A written waiver of notice, signed by the person entitled 
thereto, whether before or after the time of the meeting stated therein, shall  
be deemed equivalent to notice.                                                 

(d)     Place of Meetings.  The Board may hold its meetings at such place or    
-----------------                                               
places within or outside the State of Delaware as the Board may from time to    
time determine, or as shall be designated in the respective notices or waivers  
of notice thereof.                                                              

(e)     Quorum and Manner of Acting.  A majority of the total number of         
---------------------------                                     
directors then in office shall be present in person at any meeting of the Board 
in order to constitute a quorum for the transaction of business at such meeting,
and the vote of a majority of those directors present at any such meeting at    
which a quorum is present shall be necessary for the passage of any resolution  
or act of the Board, except as otherwise expressly required by law or these     
By-laws.  In the absence of a quorum for any such meeting, a majority of the    
directors present thereat may adjourn such meeting from time to time until a    
quorum shall be present.                                                        

(f)     Organization.  At each meeting of the Board, one of the following shall 
------------                                                    
act as chairman of the meeting and preside thereat, in the following order of   
precedence:                                                                     

(i)     the Chairman, if any;                                         

(ii)     the President (if a director); or                              

(iii)     any director designated by a majority of the directors present. 

The Secretary or, in the case of his absence, an Assistant Secretary, if an     
Assistant Secretary has been appointed and is present, or any person whom the   
chairman of the meeting shall appoint shall act as secretary of such meeting and
keep the minutes thereof.                                                       

3.6     DIRECTORS' CONSENT IN LIEU OF MEETING.                                  

  Any action required or permitted to be taken at any meeting of the Board
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 all of
the directors then in office and such consent is filed with the minutes of the  
proceedings of the Board.                                                       

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3.7     ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS       
EQUIPMENT.                                                                      

  Any one or more members of the Board may participate in a meeting of the
Board by means of conference telephone or similar communications equipment by   
which all persons participating in the meeting can hear each other, and         
participation in a meeting by such means shall constitute presence in person at 
such meeting.                                                                   

3.8     COMMITTEES.                                                             

 The Board may, by resolution or resolutions passed by a majority of the
whole Board, designate one or more committees, such committee or committees to  
have such name or names as may be determined from time to time by resolution    
adopted by the Board, and each such committee to consist of one or more         
directors of the Corporation, which to the extent provided in said resolution or
resolutions shall have and may exercise the powers 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.  A    
majority of all the members of any such committee may determine its action and  
fix the time and place of its meetings, unless the Board shall otherwise        
provide.  The Board shall have power to change the members of any such committee
at any time, to fill vacancies and to discharge any such committee, either with 
or without cause, at any time.                                                  

ARTICLE IV

OFFICERS

4.1     EXECUTIVE OFFICERS.                                                     

  The principal officers of the Corporation shall be a Chairman, if one is
appointed (and any references to the Chairman shall not apply if a Chairman has 
not been appointed), a President, a Secretary and a Treasurer, and may include  
such other officers as the Board may appoint pursuant to Section 4.3 of this    
Article IV.  Any two or more offices may be held by the same person.            

4.2     AUTHORITY AND DUTIES.                                                   

     All  officers,  as  between themselves and the Corporation, shall have such
authority and perform such duties in the management of the Corporation as may be
provided  in  these  By-laws  or,  to  the  extent  so  provided,  by the Board.

4.3     OTHER OFFICERS.                                                         

   The Corporation may have such other officers, agents and employees as the
Board may deem necessary, including one or more Assistant Secretaries, one or   
more Assistant Treasurers and one or more Vice Presidents, each of whom shall   
hold office for such period, have such authority and perform such duties as the 
Board, the Chairman or the President may from time to time determine.  The Board
may delegate to any principal officer the power to appoint and define the       
authority and duties of, or remove, any such officers, agents or employees.     

4.4     TERM OF OFFICE, RESIGNATION AND REMOVAL.                                

All officers shall be elected or appointed by the Board and shall hold
office for such term as may be prescribed by the Board.  Each officer shall hold
office until his successor has been elected or appointed and qualified or until 
his earlier death or resignation or removal in the manner hereinafter provided. 
The Board may require any officer to give security for the faithful performance 
of his duties.                                                                  

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   Any officer may resign at any time by giving written notice to the Board,
the Chairman, the President or the Secretary. Such resignation shall take effect
at the time specified therein or, if the time be not specified, at the time it  
is accepted by action of the Board. Except as aforesaid, the acceptance of such 
resignation shall not be necessary to make it effective.                        

    All officers and agents elected or appointed by the Board shall be subject
to removal at any time by the Board or by the stockholders of the Corporation   
with or without cause.                                                          

4.5     VACANCIES.                                                              

     If the office of Chairman, President, Secretary or Treasurer becomes vacant
for any reason, the Board shall fill such vacancy, and if any other office      
becomes vacant, the Board may fill such vacancy.  Any officer so appointed or   
elected by the Board shall serve only until such time as the unexpired term of  
his predecessor shall have expired, unless reelected or reappointed by the      
Board.                                                                          

4.6     THE CHAIRMAN.                                                           

     The Chairman shall give counsel and advice to the Board and the officers of
the Corporation on all subjects concerning the welfare of the Corporation and   
the conduct of its business and shall perform such other duties as the Board may
from time to time determine.   Unless otherwise determined by the Board, he     
shall preside at meetings of the Board and of the Stockholders at which he is   
present.                                                                        

4.7     THE PRESIDENT.                                                          

    Unless otherwise determined by the Board, the President shall be the chief
executive officer of the Corporation.  The President shall have general and     
active management and control of the business and affairs of the Corporation    
subject to the control of the Board and shall see that all orders and           
resolutions of the Board are carried into effect.  The President shall from time
to time make such reports of the affairs of the Corporation as the Board of     
Directors may require and shall perform such other duties as the Board may from 
time to time determine.                                                         

4.8     THE SECRETARY.                                                          

    The Secretary shall, to the extent practicable, attend all meetings of the
Board and all meetings of the stockholders and shall record all votes and the   
minutes of all proceedings in a book to be kept for that purpose.  He may give, 
or cause to be given, notice of all meetings of the stockholders and of the     
Board, and shall perform such other duties as may be prescribed by the Board,   
the Chairman or the President, under whose supervision he shall act.  He shall  
keep in safe custody the seal of the Corporation and affix the same to any duly 
authorized instrument requiring it and, when so affixed, it shall be attested by
his signature or by the signature of the Treasurer or, if appointed, an         
Assistant Secretary or an Assistant Treasurer.  He shall keep in safe custody   
the certificate books and stockholder records and such other books and records  
as the Board may direct, and shall perform all other duties incident to the     
office of Secretary and such other duties as from time to time may be assigned  
to him by the Board, the Chairman or the President.                             

4.9     THE TREASURER.                                                          

  The Treasurer shall have the care and custody of the corporate funds and
other valuable effects, including securities, shall keep full and accurate      
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the      
credit of the Corporation in such depositories as may be designated by the      
Board.  The Treasurer shall disburse the funds of the Corporation as may be     
ordered by the Board, taking proper vouchers for such disbursements, shall      
render to the Chairman, President and directors, at the regular meetings of the 
Board or whenever they may require it, an account of all his transactions as    
Treasurer and of the financial condition of the Corporation and shall 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, the Chairman or the      
President.                                                                      

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 ARTICLE V

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

5.1     EXECUTION OF DOCUMENTS.                                                 

  The Board shall designate, by either specific or general resolution, the
officers, employees and agents of the Corporation who shall have the power to   
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,     
drafts and other orders for the payment of money and other documents for and in 
the name of the Corporation, and may authorize such officers, employees and     
agents to delegate such power (including authority to redelegate) by written    
instrument to other officers, employees or agents of the Corporation.  Unless so
designated or expressly authorized by these By-laws, no officer, employee or    
agent shall have any power or authority to bind the Corporation by any contract 
or engagement, to pledge its credit or to render it liable pecuniarily for any  
purpose or amount.                                                              

5.2     DEPOSITS.                                                               

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation or otherwise as the Board or      
Treasurer, or any other officer of the Corporation to whom power in this respect
shall have been given by the Board, shall select.                               

5.3     PROXIES WITH RESPECT TO STOCK OR OTHER SECURITIES OF OTHER CORPORATIONS.

  The Board shall designate the officers of the Corporation who shall have
authority from time to time to appoint an agent or agents of the Corporation to 
exercise in the name and on behalf of the Corporation the powers and rights     
which the Corporation may have as the holder of stock or other securities in any
other corporation, and to vote or consent with respect to such stock or         
securities.  Such designated officers may instruct the person or persons so     
appointed as to the manner of exercising such powers and rights, and such       
designated officers may execute or cause to be executed in the name and on      
behalf of the Corporation and under its corporate seal or otherwise, such       
written proxies, powers of attorney or other instruments as they may deem       
necessary or proper in order that the Corporation may exercise its powers and   
rights.                                                                         

ARTICLE VI

 SHARES AND THEIR TRANSFER; FIXING RECORD DATE

6.1     CERTIFICATES FOR SHARES.                                                

Every owner of stock of the Corporation shall be entitled to have a   
certificate  certifying the number and class of shares owned by him in the      
Corporation, which shall be in such form as shall be prescribed by the Board.   
Certificates shall be numbered and issued in consecutive order and shall be     
signed by, or in the name of, the Corporation by the Chairman, the President or 
any Vice President, and by the Treasurer (or an Assistant Treasurer, if         
appointed) or the Secretary (or an Assistant Secretary, if appointed).  In case 
any officer or officers who shall have signed any such certificate or           
certificates shall cease to be such officer or officers of the Corporation,     
whether because of death, resignation or otherwise, before such certificate or  
certificates shall have been delivered by the Corporation, such certificate or  
certificates may nevertheless be adopted by the Corporation and be issued and   
delivered as though the person or persons who signed such certificate had not   
ceased to be such officer or officers of the Corporation.                       

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6.2     RECORD.                                                                 

A record in one or more counterparts shall be kept of the name of the 
person, firm or corporation owning the shares represented by each certificate   
for stock of the Corporation issued, the number of shares represented by each   
such certificate, the date thereof and, in the case of cancellation, the date of
cancellation.  Except as otherwise expressly required by law, the person in     
whose name shares of stock stand on the stock record of the Corporation shall be
deemed the owner thereof for all purposes regarding the Corporation.            

6.3     TRANSFER AND REGISTRATION OF STOCK.                                     

 The transfer of stock and certificates which represent the stock of the
Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the      
Delaware Code (the Uniform Commercial Code), as amended from time to time.      
Registration of transfers of shares of the Corporation shall be made only on the
books of the Corporation upon request of the registered holder thereof, or of   
his attorney thereunto authorized by power of attorney duly executed and filed  
with the Secretary of the Corporation, and upon the surrender of the certificate
or certificates for such shares properly endorsed or accompanied by a stock     
power duly executed.                                                            

6.4     ADDRESSES OF STOCKHOLDERS.                                              

Each stockholder shall designate to the Secretary an address at which 
notices of meetings and all other corporate notices may be served or mailed to  
him, and, if any stockholder shall fail to designate such address, corporate    
notices may be served upon him by mail directed to him at his post-office       
address, if any, as the same appears on the share record books of the           
Corporation or at his last known post-office address.                           

6.5     LOST, DESTROYED AND MUTILATED CERTIFICATES.                             

  The holder of any shares of the Corporation shall immediately notify the
Corporation of loss, destruction or mutilation of the certificate therefor, and 
the Board may, in its discretion, cause to be issued to him a new certificate or
certificates for such shares, upon the surrender of the mutilated certificates  
or, in the case of loss or destruction of the certificate, upon satisfactory    
proof of such loss or destruction, and the Board may, in its discretion, require
the owner of the lost or destroyed certificate or his legal representative to   
give the Corporation a bond in such sum and with such surety or sureties as it  
may direct to indemnify the Corporation against any claim that may be made      
against it on account of the alleged loss or destruction of any such            
certificate.                                                                    

6.6     REGULATIONS.                                                            

     The Board may make such rules and regulations as it may deem expedient, not
inconsistent with these By-laws, concerning the issue, transfer and registration
of certificates for stock of the Corporation.                                   

6.7     FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.                

     (a) 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, the Board may fix a record date, which record date shall not precede   
the date upon which the resolution fixing the record date is adopted by the     
Board, and which record date shall be not more than 60 nor less than 10 days    
before the date of such meeting.  If no record date is fixed by the Board, the  
record date for determining stockholders entitled to notice of or to vote at a  
meeting of stockholders shall be at the close of business on the day next       
preceding the day on which notice is given, or, if notice is waived, at the     
close of business on the day next preceding the day on which the meeting is     
held.  A determination of stockholders of record entitled to notice of or to    
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned   
--------  -------                                                               
meeting.                                                                        

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   (b) In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board may fix a
record date, which record date shall not precede the date upon which the        
resolution fixing the record date is adopted by the Board, and which date shall 
be not more than 10 days after the date upon which the resolution fixing the    
record date is adopted by the Board. If no record date has been fixed by the    
Board, the record date for determining stockholders entitled to consent to      
corporate action in writing without a meeting, when no prior action by the Board
is required by the Delaware Statute, shall be the first date on which a signed  
written consent setting forth the action taken or proposed to be taken is       
delivered to the Corporation by delivery to its registered office in the State  
of Delaware, its principal place of business or an officer or agent of the      
Corporation having custody of the book in which proceedings of meetings of      
stockholders are recorded. Delivery made to the Corporation's registered office 
shall be by hand or by certified or registered mail, return receipt requested.  
If no record date has been fixed by the Board and prior action by the Board is  
required by the Delaware Statute, the record date for determining stockholders  
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board adopts the resolution taking
such prior action.                                                              

   (c) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any    
rights or the stockholders entitled to exercise any rights in respect of any    
change, conversion or exchange of stock, or for the purpose of any other lawful 
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which     
record date shall be not more than 60 days prior to such action. If no record   
date is fixed, the record date for determining stockholders for any such purpose
shall be at the close of business on the day on which the Board adopts the      
resolution relating thereto.                                                    

ARTICLE VII 

SEAL

     The  Board  may  provide  a  corporate  seal,  which  shall be impressed or
handwritten  in pen, and in the form of a circle and shall bear the full name of
the  Corporation, the year of incorporation of the Corporation and the words and
figures  "Corporate  Seal  -  Delaware."                                        

ARTICLE VIII

 FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year unless  
otherwise determined by the Board.                                              

ARTICLE IX

 INDEMNIFICATION AND INSURANCE

9.1     INDEMNIFICATION.                                                        

    (a) As provided in the Certificate, to the fullest extent permitted by the
Delaware Statute as the same exists or may hereafter be amended, a director of  
the Corporation shall not be liable to the Corporation or its stockholders for  
breach of fiduciary duty as a director.                                         

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(b) Without limitation of any right conferred by paragraph (a) of this
Section 9.1, each person who was or is made a party or is threatened to be made 
a party to or is otherwise involved in any threatened, pending or completed     
action, suit or proceeding, whether civil, criminal, administrative or          
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director, officer or employee of the Corporation or is or was       
serving at the request of the Corporation as a director, officer or employee of 
another corporation or of a partnership, joint venture, trust or other          
enterprise, including service with respect to an employee benefit plan          
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged  
action in an official capacity while serving as a director, officer or employee 
or in any other capacity while serving as a director, officer or employee, shall
be indemnified and held harmless by the Corporation to the fullest extent       
authorized by the Delaware Statute, 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
permitted prior thereto), against all expense, liability and loss (including    
attorneys' fees, judgments, fines, excise taxes or amounts paid in settlement)  
reasonably incurred or suffered by such indemnitee in connection therewith and  
such indemnification shall continue as to an indemnitee who has ceased to be a  
director, officer or employee and shall inure to the benefit of the indemnitee's
heirs, testators, intestates, executors and administrators; provided, however,  
                                                         --------  -------
that such person acted in good faith and in a manner he reasonably believed to  
be in, or not opposed to, the best interests of the Corporation, and with       
respect to a criminal action or proceeding, had no reasonable cause to believe  
his conduct was unlawful; provided further, however, that no indemnification    
-------- -------  -------   
shall be made in the case of an action, suit or proceeding by or in the right of
the Corporation in relation to matters as to which it shall be adjudged in such 
action, suit or proceeding that such director, officer, employee or agent is    
liable to the Corporation, unless a court having jurisdiction shall determine   
that, despite such adjudication, such person is fairly and reasonably entitled  
to indemnification; provided further, however, that, except as provided in      
-------- -------  -------               
Section 9.1(c) of this Article IX with respect to proceedings to enforce rights 
to indemnification, the Corporation shall indemnify any such indemnitee in      
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) initiated by such indemnitee was authorized
by the Board of Directors of the Corporation.  The right to indemnification     
conferred in this Article IX shall be a contract right and shall include the    
right to be paid by the Corporation the expenses incurred in defending any such 
proceeding in advance of its final disposition (hereinafter an "advancement of  
expenses"); provided, however, that, if the Delaware Statute requires, an       
--------  -------                                       
advancement of expenses incurred by an indemnitee in his or her capacity as a   
director or officer (and not in any other capacity in which service was or is   
rendered by such indemnitee, including, without limitation, service to an       
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee, 
to repay all amounts so advanced if it shall ultimately be determined by final  
judicial decision from which there is no further right to appeal (hereinafter a 
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise.                                  

    (c) If a claim under Section 9.1(b) of this Article IX is not paid in full
by the Corporation with 60 days after a written claim has been received by the  
Corporation, except in the case of a claim for an advancement of expenses, in   
which case the applicable period shall be 20 days, the indemnitee may at any    
time thereafter bring suit against the Corporation to recover the unpaid amount 
of the claim.  If successful in whole or in part in any such suit, or in a suit 
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of any undertaking, the indemnitee shall be entitled to be paid also      
the expense of prosecuting or defending such suit.  In (i) any suit brought by  
the indemnitee to enforce a right to indemnification hereunder (but not in a    
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that, and (ii) in any suit by the Corporation to recover  
an advancement of expenses pursuant to the terms of an undertaking, the         
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct set forth in
the Delaware Statute.  Neither the failure of the Corporation (including the    
Board, independent legal counsel, or the stockholders) to have made a           
determination prior to the commencement of such suit that indemnification of the

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indemnitee is proper in the circumstances because the indemnitee has met the    
applicable standard of conduct set forth in the Delaware Statute, nor an actual 
determination by the Corporation (including the Board, independent legal counsel
or the stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the         
applicable standard of conduct or, in the case of such a suit brought by the    
indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,  
or by the Corporation to recover an advancement of expenses pursuant to the     
terms of an undertaking, the burden of proving that the indemnitee is not       
entitled to be indemnified, or to such advancement of expenses, under this      
Section or otherwise shall be on the Corporation.                               

(d) The rights to indemnification and to the advancement of expenses  
conferred in this Article IX shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, the Certificate,        
agreement, vote of stockholders or disinterested directors or otherwise.        

9.2     INSURANCE.                                                              

 The Corporation may purchase and maintain insurance, at its expense, to
protect itself and any person who is or was a director, officer, employee or    
agent of the Corporation or any person who is or was serving at the request of  
the Corporation as a director, officer, employer or agent of another            
corporation, partnership, joint venture, trust or other enterprise against any  
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 Statute.                                                               

 ARTICLE X

 AMENDMENT

     Any by-law (including these By-laws) may be adopted, amended or repealed by
the vote of the holders of a majority of  the shares then entitled to vote or by
the stockholders' written consent pursuant to Section 2.10 of Article II, or by 
the vote of the Board or by the directors' written consent pursuant to Section  
3.6 of Article III.                                                             

 * * * * *

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QUIXIT, INC.
   Special Meeting of Shareholders on March 24, 2003
 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned shareholder of Quixit, Inc. (the "Company") hereby constitutes  
and appoints each of James M. McKnight, Esq., Yang Hengming and Lu Anli, its,   
his or her true and lawful attorney and proxy, with full power of substitution, 
to vote all shares of the Company which the undersigned is entitled to vote at  
the Special Meeting of Shareholders to be held at 666 Third Avenue, 25th Floor, 
New York, New York 10017, on March 24, 2003, at 10:00 a.m., New York Time, or at
any postponement or adjournment thereof, on any and all of the proposals        
contained in the Notice of the Special Meeting of Shareholders, with all the    
powers the undersigned would possess if present personally at said meeting, or  
at any postponement or adjournment thereof.                                     

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED ON THE REVERSE SIDE and FOR THE APPROVAL OF PROPOSALS 2 
and 3.                                                                          

(Continued and to be signed and dated on the other side)

          The Board recommends a vote FOR all Proposals.         [X] Please mark
                                                                    your votes
                                                                 as this
                                                                 example

1.    Election of Directors by holders of       GRANT                WITHHOLD   
 Common Stock                              [   ]                 [   ]
                                           AUTHORITY             AUTHORITY
                                           to vote for all       to vote for all
                                        nominees listed           nominees
                                              (except as          listed at left
                     marked in the
                     contrary, see
                        instruction below)

Song Ruhua, Yang Hengming                                           
and Lu Anli                                                         

   INSTRUCTION:  To withhold authority to vote for any individual nominee,
line through the name of the nominee above.                         

2.  Proposal to reincorporate in the State     FOR         AGAINST       ABSTAIN
   of Delaware.                              [   ]         [   ]         [   ]

3.  Proposal to approve an                     FOR         AGAINST       ABSTAIN
   amendment to the Company's                [   ]         [   ]         [   ]
Articles of Incorporation                                               
to prohibit, for a period                                               
of two years, certain reverse                                           
stock split and related                                                 
transactions.                                                           

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                              The  above  named  proxy is granted  the
                                 authority,  in his discretion,  to act upon
                                   such  other  matters  as  may  properly  come
                                   before  the  meeting or any  postponement  or
          adjournment thereof.

                      Dated:  March, __ 2003

                                        ----------------------------------------
          Print Name

                                        ----------------------------------------
         Signature

                                        Please sign exactly as your name appears
                                        and return this Proxy immediately in the
                                        enclosed     stamped      self-addressed
         envelope.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		1/16/05		24
		1/15/05		32
		3/24/03		2		46			8-K
Filed on / Effective on:		3/10/03		2		6
		2/11/03		26		34
		1/31/03		22					10KSB
		1/16/03		5		24			3,  8-K
		12/31/02		22					10KSB,  5,  NT 10-K,  NT 10-K/A
		12/20/02		5		22
		10/31/02		22		32
		5/15/97		26
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/13/20  Omphalos, Corp.                   10-Q        6/30/20   36:1.9M                                   Newsfile Corp./FA