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Trimedia Entertainment Group Inc – ‘DEF 14A’ for 11/18/02

On: Monday, 11/4/02, at 6:43pm ET · As of: 11/5/02 · Effective: 11/5/02 · For: 11/18/02 · Accession #: 1144204-2-1183 · File #: 0-49865

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

11/05/02  Trimedia Entertainment Group Inc  DEF 14A    11/18/02    1:165K                                   Vintage/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                47    222K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Business Combination Restrictions Dissenters' Rights
1	1st Page - Filing Submission
16	Business Combination Restrictions
20	Dissenters' Rights

DEF 14A 1st Page of 47 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A
(RULE 14A-101)
 INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
 EXCHANGE ACT OF 1934 (AMENDMENT NO. ____)

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

US PATRIOT, 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 14(a)6(i)(1) and 011.
     (1)     Title  of  each  class  of  securities to which investment applies:
             -------------------------------------------------------------------
    (2)     Aggregate  number  of  securities  to  which  investment  applies:
             -------------------------------------------------------------------
 (3)     Per  unit  price  or  other  underlying  value  of  transaction
           computed pursuant to Exchange Act Rule 011: (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
011(a)(2)  and  identify  the  filing  for  which  the  offsetting  fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  Form  or  Schedule  and  the  date  of  its  filing.                       

(1)     Amount  Previously  Paid:                                     

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

(3)     Filing  Party:                                                

(4)     Date  Filed:                                                  

DEF 14A 2nd Page of 47 TOC 1st Previous Next ↓Bottom Just 2nd
US PATRIOT, INC.
 101 CHARLES DRIVE
 BRYN MAWR, PA 19010

November 4, 2002

DEAR  FELLOW  STOCKHOLDER:                                                      

     On behalf of the Board of Directors, I am pleased to invite you to attend a
special  meeting of stockholders of US Patriot, Inc., to be held on November 18,
2002,  at  11:00 a.m., local time, at the executive offices of US Patriot, Inc.,
101  Charles  Drive,  Bryn Mawr, PA 19010.  The Notice of Special Meeting, Proxy
Statement  and  form  of  proxy  are  enclosed  with  this  letter.             

     The  matters  expected  to  be  acted  upon at the meeting are described in
detail  in  the  following  Notice  of  Special  Meeting  and  Proxy  Statement.

     I am delighted you have chosen to invest in US Patriot, Inc. and hope that,
whether  or not you plan to attend the special meeting, you will vote as soon as
possible  by  completing,  signing  and returning the enclosed proxy card in the
envelope  provided.  Your vote is important. Voting by written proxy will ensure
your  representation  at  the  special  meeting  if you do not attend in person.

I  look  forward  to  seeing  you  at  the  special  meeting.         

Very truly yours, 

      /s/ Christopher Schwartz

  CHRISTOPHER SCHWARTZ
President         

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US PATRIOT, INC.
 101 CHARLES DRIVE
 BRYN MAWR, PENNSYLVANIA 19010

 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 TO BE HELD ON NOVEMBER 18, 2002

TO  THE  STOCKHOLDERS:                                                          

     NOTICE  IS  HEREBY  GIVEN  that  the  special meeting of stockholders of US
Patriot,  Inc,  a South Carolina corporation, will be held on November 18, 2002,
at  11:00  a.m.,  local  time, at our executive offices, 101 Charles Drive, Bryn
Mawr,  Pennsylvania,  for  the  following  purposes:                            

    1.     To  approve  the  merger  of  the  Company  into  its  wholly-owned
subsidiary,  TriMedia Entertainment Group, Inc., a Delaware corporation, for the
purpose  of changing the Company's state of incorporation from South Carolina to
Delaware.                                                                       

     2.  To  act upon such other matters and transact such other business as may
properly  come  before  the special meeting or any adjournments or postponements
thereof.                                                                        

     The  Board of Directors has fixed the close of business on October 18, 2002
as  the  record date for determining the stockholders entitled to receive notice
of  and to vote, either in person or by proxy, at the special meeting and at any
and  all  adjournments  or  postponements  thereof.                             

                                       By  Order  of  the  Board of Directors:

                        /s/Christopher  Schwartz
                     Christopher  Schwartz
         President
Bala  Cynwyd,  Pennsylvania                                                     
November  4,  2002                                                              

 YOUR VOTE IS IMPORTANT.

TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
 AND MAIL IT PROMPTLY IN THE ENCLOSED, POSTAGE-PAID RETURN ENVELOPE.

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DEF 14A 4th Page of 47 TOC 1st Previous Next ↓Bottom Just 4th
  --------------------------

PROXY STATEMENT 

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

     This  Proxy  Statement is furnished to the stockholders of US Patriot, Inc.
("US PATRIOT" or the "COMPANY") in connection with the solicitation on behalf of
our  Board  of  Directors  of  proxies  to  be  voted  at the Special Meeting of
Stockholders  of  US  Patriot  (together  with any adjournments or postponements
thereof,  the  "SPECIAL MEETING").  The Special Meeting will be held on November
18,  2002 at 11:00 a.m., local time, at our executive offices, which are located
at  101  Charles  Drive,  Bryn  Mawr,  Pennsylvania  19010.                     

     This  Proxy  Statement and the accompanying proxy card were first mailed to
our  stockholders  on  or  about  November  4,  2002.                           

     All  shares  represented  by  properly  executed  proxies  will be voted in
accordance  with  directions  on  the proxies. If no direction is indicated, the
shares  will  be voted at the Special Meeting FOR the merger of the Company into
its wholly-owned subsidiary, TriMedia Entertainment Group, Inc., for the purpose
of  changing  the  Company's  state  of  incorporation  from  South  Carolina to
Delaware.  A  stockholder  executing  and returning a proxy may revoke it at any
time  before it is exercised by written notice to the Secretary of US Patriot or
by  voting  in  person  at  the  Special  Meeting.                              

     The  Board  of  Directors does not know of any matters to be brought before
the Special Meeting other than the items set forth in the accompanying Notice of
Special  Meeting  of  Stockholders.  The  enclosed  proxy  confers discretionary
authority  to  the  persons  appointed  by the Board of Directors to vote on any
other  matter  that  is  properly  presented  for action at the Special Meeting.

     The  cost  of  solicitation  of  proxies by the Board of Directors is to be
borne  by  US  Patriot.  In  addition  to  the  use of the mails, proxies may be
solicited  by  telephone  and telecopier transmission by our directors, officers
and  employees.  Arrangements  may  also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to  the  beneficial  owners  of stock held of record by such persons, and we may
reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket
expenses  incurred  by  them  in  connection  with  the  solicitation.          

YOU  ARE HEREBY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY IN THE ACCOMPANYING ENVELOPE, WHICH IS POSTAGE-PAID IF
MAILED  IN  THE  UNITED  STATES.                                                

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 ABOUT THE MEETING

WHAT  IS  THE  PURPOSE  OF  THE  SPECIAL  MEETING?                              

     At  our Special Meeting, stockholders will act upon the matters outlined in
the  Notice  of  Special Meeting of Stockholders on the cover page of this Proxy
Statement,  including  the  proposed merger of the Company into its wholly-owned
subsidiary,  TriMedia Entertainment Group, Inc., for the purpose of changing the
Company's  state of incorporation from South Carolina to Delaware.  In addition,
management  will  respond  to  appropriate  questions  from  stockholders.      

WHO  IS  ENTITLED  TO  VOTE  AT  THE  MEETING?                                  

     Only  stockholders of record of shares of Common Stock and shares of Series
A  Convertible Preferred Stock at the close of business on October 18, 2002 (the
"RECORD  DATE")  will be entitled to vote at the Special Meeting.  On the Record
Date,  25,999,000  shares  of  Common  Stock  and  1,000,000  shares of Series A
Convertible  Preferred Stock were issued and outstanding.  These securities were
the only outstanding voting securities of US Patriot.  If you were a stockholder
of  record  of shares of Common Stock on that date, you will be entitled to vote
all  of  the  shares  that  you  held  on  that  date  at  the  Special Meeting.

WHAT  ARE  THE  VOTING  RIGHTS  OF  THE  HOLDERS  OF  OUR  COMMON  STOCK?       

     Each  share  of  Common  Stock  is  entitled  to  one vote on each proposal
submitted  to stockholders.  Stockholders of record of our Common Stock may vote
on  a  matter  by  marking  the  appropriate  box  on  the  proxy.              

WHAT  ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR SERIES A CONVERTIBLE PREFERRED
STOCK?                                                                          

     Each share of Series A Convertible Preferred Stock is entitled to ten votes
on  each  proposal  submitted  to  stockholders.  Stockholders  of record of our
Series  A  Convertible  Preferred  Stock  may  vote  on  a matter by marking the
appropriate  box  on  the  proxy.                                               

WHO  CAN  ATTEND  THE  SPECIAL  MEETING?                                        

Any  stockholder  of  record  may  attend  the  Special  Meeting.     

WHAT  CONSTITUTES  A  QUORUM?                                                   

     A  two-thirds  majority  of  the  outstanding  shares  of our Common Stock,
represented in person or by proxy, shall constitute a quorum for the transaction
of business at the Special Meeting.  As of the Record Date, 25,999,000 shares of
our  Common  Stock were outstanding.  Thus, the presence, in person or by proxy,
of  the stockholders of Common Stock representing at least 17,332,667 votes will
be  required  to  establish  a  quorum.  Action on all matters scheduled to come
before  the  Special  Meeting  will be authorized by the affirmative vote of the
majority  of  shares present at the Special Meeting and entitled to vote on such
matters.  Abstentions will be treated as shares that are present and entitled to
vote  for  purposes  of  determining the presence of a quorum but as unvoted for
purposes of determining the approval of any matter submitted to the stockholders
for  a  vote.  If  a  broker  indicates  on  the  proxy  that  it  does not have
discretionary  authority  as  to  certain shares to vote on a particular matter,
those shares will not be considered as present and entitled to vote with respect
to  that  matter.                                                               

HOW  DO  I  VOTE?                                                               

     If you complete and properly sign the accompanying proxy card and return it
to  US  Patriot,  it  will  be voted as you direct.  If you are a stockholder of
record and attend the Special Meeting, you may deliver your completed proxy card
in  person.  "Street  name" stockholders who wish to vote at the Special Meeting
will  need  to obtain a proxy form from the institution that holds their shares.

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CAN  I  CHANGE  MY  VOTE  AFTER  I  RETURN  MY  PROXY  CARD?                    

     Yes.  Even  after  you  have submitted your proxy card, you may change your
vote  at  any time before the proxy is exercised by filing with the Secretary of
US  Patriot  either  a  notice  of revocation or a duly executed proxy bearing a
later date.  The powers of the proxy holders will be suspended if you attend the
Special  Meeting  in  person  and so request, although attendance at the Special
Meeting  will  not  by  itself  revoke  a  previously  granted  proxy.          

WHAT  ARE  THE  RECOMMENDATIONS  OF  THE  BOARD  OF  DIRECTORS?                 

     Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of  the Board of Directors.  The recommendation of the Board of Directors is set
forth  with  the  description of each item in this Proxy Statement.  In summary,
the  Board  of Directors recommends a vote in favor of the merger of the Company
into its wholly-owned subsidiary, TriMedia Entertainment Group, Inc., a Delaware
corporation,  for  the  purpose of changing the Company's state of incorporation
from  South  Carolina  to  Delaware,  all  as  described in detail in this Proxy
Statement.                                                                      

     With  respect  to  any  other matter that properly comes before the Special
Meeting,  the  proxy holders will vote as recommended by the Board of Directors,
or,  if  no  recommendation  is  given,  in  their  own  discretion.            

ITEM  1  -  MERGER  OF  THE  COMPANY  INTO ITS WHOLLY-OWNED SUBSIDIARY, TRIMEDIA
ENTERTAINMENT  GROUP,  INC., A DELAWARE CORPORATION, FOR THE PURPOSE OF CHANGING
THE  CORPORATION'S  STATE  OF  INCORPORATION  FROM  SOUTH  CAROLINA TO DELAWARE.

     On  October 8, 2002, we consummated a share exchange transaction with Chris
Schwartz  pursuant to which Mr. Schwartz tendered to us all of the capital stock
of Metropolitan Recording Inc. ("METROPOLITAN"), a Pennsylvania corporation that
operates a recording studio in Philadelphia, PA, in exchange for 8,000,000 newly
issued  shares  of  our  Common  Stock  and 1,000,000 newly issued shares of our
Series  A  Convertible Preferred Stock.  Metropolitan owns all of the membership
interests  of  Ruffnation Films LLC ("RUFFNATION FILMS"), a Pennsylvania limited
liability  company  that operates a film production company in Philadelphia, PA,
and  all  of  the  membership  interests  of  Snipes  Production,  LLC  ("SNIPES
PRODUCTIONS"),  a Pennsylvania limited liability company that is the producer of
the  first full-length film project of Ruffnation Films, entitled "Snipes".  Our
areas  of  operation  presently include a recording studio and a film production
operation.  In  addition,  we  intend  to  establish a record label operation, a
music  publishing  division,  a  television  production  division  and  an      
artist/athlete  management  division.  In  connection  with  the  share exchange
transaction,  we discontinued our apparel business.  Prior to the closing of the
share  exchange  transaction,  the  former officers and directors of the Company
conveyed  all of the assets and liabilities of the Company to a new entity which
is  unaffiliated  with  the Company and is controlled by the former officers and
directors  of  the Company.  In addition, our existing officers and directors at
the  time  of  the share exchange transaction resigned and Chris Schwartz became
our  sole  director  and  President.                                            

     Our Board of Directors has determined that the name of our company does not
reflect  our  business and that the name TriMedia Entertainment Group, Inc. will
more  clearly  identify  us  as a participant in the radio, television, film and
entertainment  industry  and  improve  our  marketing  and  capital  fundraising
efforts.  Accordingly,  the  Board  of  Directors has elected to retain the name
TriMedia  Entertainment  Group,  Inc.  subsequent  to  the  merger.             

     For  the  reasons set forth below, the Board of Directors believes that the
best  interests  of  the Company and its shareholders will be served by changing
the  Company's  state  of  incorporation  from  South  Carolina to Delaware (the
"REINCORPORATION").  The  Board  of  Directors has approved the Reincorporation,
which  will  be effected pursuant to the Merger Agreement described below. Under
the  Merger Agreement, the Company will be merged with and into its newly formed
Delaware  subsidiary,  TriMedia Entertainment Group, Inc. ("TRIMEDIA"). Upon the
effectiveness  of  the  Reincorporation,  TriMedia  will continue to operate the
Company's  business, under the name TriMedia Entertainment Group, Inc., with the
same  directors  and  officers  and  the  Company  will  cease  to  exist.  Each
shareholder  of the Company will hold the same number of securities representing
the  same percentage ownership interest in TriMedia as such shareholder holds in
the  Company  at  the  Effective  Date  of  the  merger.                        

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     Upon  consummation  of the merger, each share of Company Common Stock shall
be cancelled and replaced with one new share of TriMedia common stock ("TRIMEDIA
COMMON  STOCK")  and  each share of the Company's Series A Convertible Preferred
Stock  shall  be  cancelled and replaced with one new share of TriMedia Series A
Preferred  Stock  ("TRIMEDIA  SERIES  A PREFERRED STOCK"). The TriMedia Series A
Preferred  Stock  will have the same rights, designations and preferences as the
Company's  Series  A  Convertible  Preferred  Stock.                            

     Under  South  Carolina law, the affirmative vote of two-thirds (2/3) of the
outstanding  voting  securities  as  of  the Record Date of the Company's Common
Stock  and the affirmative vote of two-thirds (2/3) of each class of outstanding
voting  securities  is required for approval of the Reincorporation. Approval of
the  Reincorporation  proposal  will  constitute  approval of the Plan of Merger
between  the Company and TriMedia (the "MERGER AGREEMENT"). A copy of the Merger
Agreement  is  attached  hereto  as  Exhibit  A.  The  Merger Agreement has been
approved  by the Board of Directors of the Company and the Board of Directors of
TriMedia. If approved by the shareholders of the Company, it is anticipated that
the  merger  will become effective as soon as practicable (the "Effective Date")
following  the  Special  Meeting. However, pursuant to the Merger Agreement, the
merger  may  be abandoned or the Merger Agreement may be amended by the Board of
Directors  (except  that  the  principal  terms  may  not  be  amended  without 
shareholder  approval)  either  before  or  after  shareholder approval has been
obtained  and  prior  to  the  Effective Date if, in the opinion of the Board of
Directors  of  either the Company or TriMedia, circumstances arise which make it
inadvisable  to  proceed  under  the  original  terms  of  the Merger Agreement.

TriMedia  was  formed  for  the  sole  purpose  of  consummating  the 
Reincorpoation,  and as such, TriMedia has no financial statements to provide to
the  Company's  shareholders.  Upon  the  Effective Date of the Reincorporation,
TriMedia's  financial  statements  will  be  identical  to  the  Company's.  The
Company's  most  recent financials statement appear in its most recent quarterly
report  filed  on  Form 10-QSB for the period ended July 31, 2002 filed with the
SEC  on  September  16,  2002.                                                  

     Shareholders  of  the  Company  have  the  right  under  the South Carolina
Business  Corporation  Act  of  1988  (the  "SCBCA")  to  dissent  from  the    
Reincorporation  merger, as determined under the SCBCA. See "Dissenters' Rights"
on  page  20  of  this  Proxy  Statement.                                       

 PROCEDURES FOR PROPOSED REINCORPORATION

     Upon  approval  of  the  Reincorporation,  each  holder  of  an outstanding
certificate  theretofore  representing  Company Common Stock or Company Series A
Convertible  Preferred  Stock will be requested to surrender such certificate to
StockTrans,  Inc.  as  the  exchange  agent  (the "EXCHANGE AGENT").  As soon as
practicable  after  the surrender to the Exchange Agent of any certificate which
prior to the Reincorporation represented shares of the Company's Common Stock or
the  Company Series A Convertible Preferred Stock, together with a duly executed
transmittal  letter  and any other documents the Exchange Agent may specify, the
Exchange  Agent  shall  deliver to the person in whose name such certificate has
been  issued certificates registered in the name of such person representing the
number  of  shares  of  TriMedia  Common  Stock or TriMedia Series A Convertible
Preferred  Stock  into  which  the shares of Company Common Stock or the Company
Series  A  Convertible Preferred Stock previously represented by the surrendered
certificate  shall have been reclassified.  Until surrendered as contemplated by
the  preceding  sentences,  each  certificate  which  immediately  prior  to the
reincorporation  represented  any  shares  of  the Company's Common Stock or the
Company  Series  A  Convertible Preferred Stock shall be deemed at and after the
Reincorporation  to represent the number of full shares of TriMedia Common Stock
or  TriMedia  Series A Convertible Preferred Stock contemplated by the preceding
sentence.                                                                       
PRINCIPAL REASONS FOR THE PROPOSED REINCORPORATION

    As the Company plans for the future, the Board of Directors and management
believe that it is essential to be able to draw upon well-established principles
of corporate governance in making legal and business decisions.  The prominence 
and predictability of Delaware corporate law provide a reliable foundation on   
which the Company's governance decisions can be based and the Company believes  
that shareholders will benefit from the responsiveness of Delaware corporate law
to their needs and to those of the corporation they own.                        

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Prominence, Predictability and Flexibility of Delaware Law.                     

    Delaware has for many years followed a policy of encouraging incorporation
in that state and has been a leader in adopting, construing and implementing    
comprehensive, flexible corporate laws responsive to the legal and business     
needs of corporations organized under its laws.  Many corporations have chosen  
Delaware initially as a state of incorporation or have subsequently changed     
corporate domicile to Delaware in a manner similar to that proposed by the      
Company.  The Delaware courts have developed considerable expertise in dealing  
with corporate law issues and a substantial body of case law has developed      
construing Delaware law and establishing public policies with respect to        
corporate legal affairs.                                                        

Increased Ability to Attract and Retain Qualified Directors                     

Both South Carolina and Delaware law permit a corporation to include a
provision in its charter document which reduces or limits the monetary liability
of directors for breaches of fiduciary duty in certain circumstances.  The      
increasing frequency of claims and litigation directed against directors and    
officers has greatly expanded the risks facing directors and officers of        
corporations in exercising their respective duties.  The amount of time and     
money required to respond to such claims and to defend such litigation can be   
substantial.  It is the Company's desire to reduce these risks to its directors 
and officers and to limit situations in which monetary damages can be recovered 
against directors so that the Company may continue to attract and retain        
qualified directors who otherwise might be unwilling to serve because of the    
risks involved.  The Company believes that, in general, Delaware law provides   
greater protection to directors than South Carolina law and that Delaware case  
law regarding a corporation's ability to limit director liability is more       
developed and provides more guidance than South Carolina law.                   

Well Established Principles of Corporate Governance                             

  There is substantial judicial precedent in the Delaware courts as to the
legal principles applicable to measures that may be taken by a corporation and  
as to the conduct of the Board of Directors under the business judgment rule.   
The Company believes that its shareholders will benefit from the                
well-established principles of corporate governance that Delaware law affords.  

  The Reincorporation proposal will effect a change in the Company's name,
the legal domicile of the Company and certain other changes of a legal nature,  
certain of which are described in this Proxy Statement.  Prior to the Effective 
Date of the Reincorporation, the Company will obtain any requisite consents to  
such merger from parties with whom it may have contractual arrangements. As a   
result, the Company's rights and obligations under such contractual arrangements
will continue and be assumed by TriMedia.                                       

Vote Required                                                                   

    Approval of the Reincorporation proposal will require the affirmative vote
of the majority of outstanding voting securities of the Company on the Record   
Date entitled to vote on the proposal.  Approval of the Reincorporation proposal
will also constitute approval of (i) the Merger Agreement, (ii) the name change 
of the Company from US Patriot, Inc. to TriMedia Entertainment Group, Inc.,     
(iii) the Certificate of Incorporation and Bylaws of TriMedia, and (iv) the     
assumption by TriMedia of all of the rights and obligations of the Company.     

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSED 
REINCORPORATION IN DELAWARE                                                     

COMPARATIVE RIGHTS OF SHAREHOLDERS                                              

    The following is only a summary of the differences between the rights of a
shareholder under the SCBCA and the Delaware General Corporation Law ("DGCL")   
and is qualified in its entirety by the SCBCA, DGCL, the Articles of            
Incorporation (the "Articles") and Bylaws of the Company and the Certificate of 
Incorporation of TriMedia (the "CERTIFICATE"), a copy of which is attached      
hereto as Exhibit B and Bylaws of TriMedia, a copy of which is attached hereto  
as Exhibit C.                                                                   

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Under the Plan of Merger, the Company's shareholders whose rights are 
currently governed by South Carolina law will, upon the exchange of their shares
pursuant to the merger, become holders of shares in TriMedia and their rights as
such will be governed by Delaware law, under TriMedia's Certificate and Bylaws. 
The material differences between the rights of holders of the shares in the     
Company and shares in TriMedia, which result from differences in their governing
corporate documents and differences in Delaware and South Carolina corporate    
law, are summarized below.                                                      

Appraisal Rights Of Dissenting Shareholders                                     

    The SCBCA provides that any shareholder of a corporation generally has the
right to dissent from, and obtain payment of the fair value of their shares in  
the event of a merger, share exchange, a sale or exchange of all or             
substantially all the property of the corporation other than in the ordinary    
course of its business, or any amendment to the corporation's articles of       
incorporation that adversely affects such shareholder, provided such shareholder
otherwise complies with the requirements of South Carolina law and does not vote
in favor of the proposed action.                                                

Under the DGCL, a stockholder of a Delaware corporation is generally  
entitled to demand appraisal and obtain payment of the judicially-determined    
fair value of his or her shares in the event of any plan of merger or           
consolidation to which the corporation, is a party, provided such stockholder   
continuously holds such shares through the Effective Date of the merger and     
otherwise complies with the requirements of Delaware law for the perfection of  
appraisal rights and does not vote in favor of the merger.                      

Such appraisal rights are not available, however, when shares of the  
corporation's stock are either (i) listed on a national securities exchange or  
designated as a national market system security on an interdealer quotation     
system by the NASD or (ii) held of record by more than 2,000 holders.  In       
addition, appraisal rights are not available for any shares of stock of the     
constituent corporation surviving the merger if the merger did not require for  
its approval the vote of the stockholders of the surviving corporation.         
Notwithstanding the above, appraisal rights are available for the shares of any 
class or series of stock of a Delaware corporation if the holders thereof are   
required by the terms of an agreement of merger or consolidation to accept for  
their stock anything except: (i) shares of stock of the corporation surviving or
resulting from the merger or consolidation; (ii) shares of stock of any other   
corporation, or depository receipts in respect thereof, which at the Effective  
Date of the merger or consolidation will be listed on a national securities     
exchange or designated as a national market system security on an interdealer   
quotation system by the NASD or held of record by more than 2,000 stockholders; 
(iii) cash in lieu of fractional shares of the corporations described in (i) and
(ii); or (iv) any combination of the shares of stock, depository receipts and   
cash in lieu of fractional shares described in (i), (ii) and (iii).             

TriMedia's Certificate does not contain any provision relating to     
stockholder appraisal rights.  As TriMedia does not qualify for an exception to 
appraisal rights, its stockholders are generally entitled to appraisal rights   
under the DGCL.                                                                 

Authorized Capital                                                              

The Company's Articles provide for authorized stock consisting of     
100,000,000 shares of common stock, $0.0001 par value and 20,000,000 shares of  
preferred stock, $0.0001 par value.                                             

TriMedia's Certificate provides for authorized stock consisting of    
100,000,000 shares of common stock, $0.0001 par value and 20,000,000 shares of  
preferred stock, $0.0001 par value.                                             

Election And Size Of Board Of Directors                                         

The SCBCA requires that a board of directors consist of one or more   
individuals, with the number specified in or fixed in accordance with the       
corporation's articles of incorporation or Bylaws, that are elected at each     
annual shareholder meeting, unless their terms are staggered.  If a board of    
directors has power under the articles of incorporation or under a bylaw        
provision to fix or change the number of directors, the board of directors may  
increase or decrease by 30% or less the number of directors last approved by the
shareholders, but only the shareholders may increase or decrease by more than   

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30% of the number last approved by the shareholders.  The number of directors   
may be increased or decreased from time to time by amendment to, or in the      
manner provided in, the articles of incorporation or the Bylaws.  If authorized 
in the articles of incorporation, the SCBCA permits staggered boards of         
directors of up to three (3) separate classes.  Under South Carolina law,       
shareholders do not have cumulative voting unless the articles of incorporation 
so provide.                                                                     

The Company's Articles state that it will have not less than two (2)  
Directors unless the Company has fewer than two (2) stockholders in which case  
the number of directors may not be fewer than the number of stockholders. The   
number of Directors shall be subject to the Company's Bylaws adopted by the     
Directors or the Shareholders, and do not provide for cumulative voting. The    
Company's Bylaws provide that the number of Directors may be increased or       
decreased from time to time by amendment to the Bylaws. Directors must also be  
natural persons who are 18 years of age or older, but need not be residents of  
the State of South Carolina.                                                    

    Under the DGCL, directors, unless their terms are staggered in the form of
a classified board of directors, are elected at each annual stockholder meeting.
The certificate of incorporation may authorize the election of certain directors
by one (1) or more classes or series of shares, and the certificate of          
incorporation, an initial Bylaw or a Bylaw adopted by a vote of the stockholders
may provide for staggered terms for the directors.  The certificate of          
incorporation or the Bylaws also may allow the stockholders or the board of     
directors to fix or change the number of directors, but a corporation must have 
at least one (1) director.  Under Delaware law, stockholders do not have        
cumulative voting rights unless the certificate of incorporation so provides.   

TriMedia's Certificate provides that the board of directors will be   
comprised of one (1) initial director and does not provide for cumulative       
voting.  The initial director will serve until the first annual meeting of the  
stockholders and until their successors are elected and qualified.  TriMedia    
Inc.'s Bylaws provide that the board of directors will consist initially of one 
(1) director, who need not be a stockholder, and, thereafter, will consist of   
such number as may be fixed from time to time by resolution of the board of     
directors.  The directors will also be elected at the annual meeting of the     
stockholders and will hold office until their successors are elected and        
qualified or until their earlier resignation or removal.                        

Removal Of Directors                                                            

 The SCBCA entitles shareholders to remove directors either for cause or
without cause, unless the articles of incorporation provide that removal may be 
for cause only.  Directors elected by a particular voting group may only be     
removed by the shareholders of that voting group.  A director may be removed by 
the shareholders only at a meeting called for the purpose of removing him and   
the notice for the meeting must state that purpose.  The Company's Articles     
provide that any directors of the entire board of directors may be removed from 
office by stockholder vote at any time, without assigning cause, but only if the
holders of not less than two-thirds (2/3) of the outstanding shares of capital  
stock of the Company entitled to vote upon the election of directors, voting    
together as a single class, shall vote in favor of such removal.                

     Under the DGCL, a director of a corporation that does not have a classified
board of directors or cumulative voting may be removed with or without cause    
with the approval of a majority of the outstanding shares entitled to vote.     
Whenever the holders of a class or series of stock are entitled to elect one (1)
or more directors by the certificate of incorporation, however, a vote of the   
holders of outstanding shares of that class or series of stock will be entitled 
to remove the director or directors so elected and not a vote of all outstanding
shares as a whole.  TriMedia's Bylaws provide that any director may be removed, 
with or without cause, by the holders of a majority of the shares of capital    
stock entitled to vote at an election of directors, either by written consent or
at any special meeting of the stockholders called for that purpose, and the     
office of such director will become vacant.                                     

Vacancies On The Board Of Directors                                             

   The SCBCA provides that, unless the articles provide otherwise, vacancies
arising on the board of directors may be filled by a majority of the remaining  
directors, even if no quorum remains, or by the shareholders.  When directors   
are elected by a voting group of shareholders, only the holders of shares of    
that voting group may fill the vacancy.  Where a vacancy will be known to occur 
at some point in the future, it may be filled in advance, although the new      
director will not take office until the vacancy actually occurs.  The Company's 

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Bylaws do not contain any additions to these statutory provisions.  The         
Company's Articles state that whenever a vacancy occurs on a board of directors,
including a vacancy resulting from an increase in the number of directors, it   
may be filled by the affirmative vote of a majority of the remaining directors. 

Under the DGCL, a majority of the directors of a corporation then in  
office, although less than a quorum, may fill any vacancy on the board of       
directors, including vacancies resulting from an increase in the number of      
directors.  TriMedia's Bylaws also provide that vacancies on the board of       
directors will be filled by a majority of the directors then in office though   
less than a quorum.  The stockholders removing any director, however, may at the
time fill any such vacancy caused by such removal.  Furthermore, if the         
directors fail to fill any vacancy, the stockholders may at any special meeting 
called for that purpose fill such vacancy.  Any person elected to fill a vacancy
will hold office, subject to the right of removal as provided for in the Bylaws,
until his or her successor is elected and qualified.                            

Action By Written Consent                                                       

The SCBCA allows shareholders or all of the directors to take action  
without a meeting through the use of a written consent, unless provided         
otherwise in the article of incorporation.  The SCBCA provides that actions of  
shareholders required or permitted to be at an annual or special meeting of     
shareholders may be taken without a meeting, without prior notice, if a consent 
or consents in writing, setting forth the action so taken, is dated and signed  
by the holders of all the outstanding stock.  Within ten (10) days after        
obtaining such authorization by written consent, notice must be given to those  
shareholders who have not consented in writing or who are not entitled to vote  
on the action.  The SCBCA also allows that any action required or permitted to  
be taken at a meeting of the board of directors or committee thereof to be taken
without a meeting if a consent in writing, setting forth the action taken, is   
signed by all the members of the board of directors or the committee.  The      
Company's Articles or Bylaws do not contain any additions to these statutory    
provisions.                                                                     

     DGCL provides that, unless limited by the certificate of incorporation, any
action that could be taken by stockholders at any annual or special meeting of  
such stockholders may be taken without a meeting if a consent or consents in    
writing, setting forth the action so taken, is signed by the holders of         
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares     
entitled to vote thereon were present and voted and delivered to the            
corporation.  Prompt notice of an action taken by written consent which is not  
unanimous is required to be given to those stockholders who have not consented  
in writing.  Delaware law also provides that any action required or permitted to
be taken at any meeting of the board of directors, or at any committee thereof, 
may be taken without a meeting if all the members of the board of directors or  
committee, as the case may be, consent thereto, in writing, and the writing or  
writings are filed with the minutes of the proceedings of the board of directors
or committee.  TriMedia's Certificate and Bylaws do not contain any additions to
these statutory provisions.                                                     

Amendments To Charter                                                           

   Under the SCBCA, amendments to the corporate charter require the approval
of all the shareholders entitled to vote thereon.  The Company's Articles do not
contain any additions to these statutory provisions.                            

Under the DGCL, unless a higher vote is required in the certificate of
incorporation, an amendment to the certificate of incorporation of a corporation
may be approved by a majority of the outstanding shares entitled to vote upon   
the proposed amendment.                                                         

Amendments To Bylaws                                                            

     Under the SCBCA, Bylaws may be amended by the directors or the shareholders
unless (i) the articles of incorporation expressly provide that only            
shareholders may do so, or (ii) the shareholders provide that they may not be   
amended or repealed by the directors.  The Company's Bylaws do not contain any  
additions to these statutory provisions.  The Company's Bylaws provide that the 
directors may amend or repeal the Company's Bylaws to the extent provided in the
Bylaws, unless the SCBCA reserves the power to amend a particular bylaw         
provision exclusively to the shareholders.                                      

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The DGCL provides that a corporation's Bylaws may be amended by that  
corporation's stockholders, or, if so provided in the corporation's certificate 
of incorporation, the power to amend the corporation's Bylaws may also be       
conferred on the corporation's directors.  TriMedia's Certificate gives its     
directors the authority to make, alter or repeal the Bylaws of the corporation. 
TriMedia's Bylaws provide that the board of directors will have the power to    
make, rescind, alter, amend and repeal the Bylaws, provided however, that the   
stockholders will have the power to rescind, alter, amend or repeal any Bylaws  
made by the board of directors and to enact Bylaws, which if so expressed, will 
not be rescinded, altered, amended or repealed by the Board of Directors.       

Quorum for Shareholder Meetings and Shareholder Voting Requirements             

   Under the SCBCA, unless otherwise provided in a corporation's certificate
of incorporation, a majority of the votes entitled to be cast on a matter by a  
voting group constitutes a quorum of that voting group for action on that       
matter.  If a quorum exists, action on a matter by a voting group (other than   
the election of directors) is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the       
articles of incorporation or this act requires a greater number of affirmative  
votes.  The Company's Articles do not contain any additions to these statutory  
provisions.                                                                     

     Under the DGCL, unless otherwise provided in a corporation's certificate of
incorporation or its Bylaws, a majority of shares entitled to vote on a matter  
constitutes a quorum at a meeting of stockholders, but in no event may a quorum 
consist of less than one-third (1/3) of the shares entitled to vote on such     
matter.  In all matters other than the election of directors, the affirmative   
vote of the majority of shares present in person or represented by proxy at the 
meeting and entitled to vote on the subject matter will be the act of the       
stockholder.  TriMedia's Bylaws state that any number of stockholders, together 
holding at least one-third (1/3) of the capital stock of the corporation issued 
and outstanding and entitled to vote, who are present in person or represented  
by proxy at any meeting duly called, constitute a quorum for the transaction of 
business.  At all meetings of stockholders, all matters, except as otherwise    
provided by statute, will be determined by the affirmative vote of the majority 
of shares present in person or by proxy and entitled to vote on the subject     
matter.                                                                         

Proxies                                                                         

Under the SCBCA, a proxy is effective only for a period of eleven (11)
months, unless otherwise provided in the proxy.  The Company's Articles and     
Bylaws do not contain any additions to these statutory provisions.              

   Under the DGCL, a proxy executed by a stockholder will remain valid for a
period of three (3) years, unless the proxy provides for a longer period.       
TriMedia's Certificate and Bylaws do not contain any additions to these         
statutory provisions.                                                           

Special Meetings Of Shareholders                                                

Under the SCBCA, a special meeting of shareholders may be called by a 
corporation's board of directors or any other person authorized to do so in the 
articles of incorporation or Bylaws.  Special meetings may also be called on    
demand of at least 10% of all shares eligible to vote on the matter to be       
considered.  Only business within the purpose of the special meeting notice may 
be conducted at such meeting.  The Company's Articles and Bylaws do not provide 
any additions to these statutory provisions.                                    

The DGCL provides that special meetings of the stockholders of a      
corporation may be called by the corporation's board of directors or by such    
other persons as may be authorized in the corporation's certificate of          
incorporation or Bylaws.  TriMedia's Bylaws provide that special meetings of    
stockholders for any purpose may be called at any time by the board of directors
or by the chief executive officer, and will be called by the chief executive    
officer at the request of the holders of a majority of the outstanding shares of
capital stock entitled to vote.  Also, at a special meeting, no business will be
transacted and no corporate action will be taken other than that stated in the  
notice of the meeting.                                                          

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Vote On Extraordinary Corporate Transactions                                    

Under the SCBCA, and subject to certain exceptions (including those   
described in "Business Combination Restrictions"), the approval of a merger or  
share exchange, plan of liquidation or sale of all or substantially all of a    
corporation's assets other than in the regular course of business requires the  
recommendation of the corporation's board of directors and the affirmative vote 
of two-thirds (2/3) of the outstanding voting securities as of the Record Date  
and the affirmative vote of two-thirds (2/3) of each class of outstanding voting
securities of all the shareholders eligible to vote thereon.  The foregoing     
provisions apply to the Company.  The Company's Articles and Bylaws do not      
contain any additions to these statutory provisions.                            

The DGCL provides that, unless otherwise specified in a corporation's 
certificate of incorporation or unless the provisions of Delaware law relating  
to business combinations discussed below under "Business Combination            
Restrictions "are applicable, a sale or other disposition of all or             
substantially all of the corporation's assets, a merger or consolidation of the 
corporation with another corporation or a dissolution of the corporation        
requires the affirmative vote of the board of directors, except in certain      
limited circumstances, in addition to, with certain exceptions, the affirmative 
vote of a majority of the outstanding stock entitled to vote thereon.  The      
foregoing provisions apply to TriMedia.  TriMedia's Certificate does not contain
any additions to these statutory provisions.                                    

Inspection Of Documents                                                         

Under the SCBCA, a shareholder is entitled to (i) inspect and copy the
articles of incorporation, (ii) Bylaws, (iii) certain board and shareholder     
resolutions, (iv) certain written communications to shareholders, (v) a list of 
the names and business addresses of the corporation's directors and officers,   
and (vi) the corporation's most recent annual report during regular business    
hours, if the shareholder gives at least five (5) business days prior written   
notice to the corporation before the dated he or she wishes to inspect and copy.
In addition, a shareholder of a South Carolina corporation is entitled to       
inspect and copy other books and records of the corporation during regular      
business hours if the shareholder gives at least five (5) business days prior   
written notice to the corporation and (i) the shareholder's demand is made in   
good faith and for a proper purpose, (ii) the demand describes with             
particularity its purpose and the records to be inspected and (iii) the         
requested records are directly connected with such purpose.  The Company's      
Articles does not contain any additions to these statutory provisions.          

     The DGCL allows any stockholder, upon written demand under oath stating the
purpose thereof, the right during the usual hours for business to inspect for   
any proper purpose the corporation's (i) stock ledger, (ii) a list of its       
stockholders, and (iii) its other books and records, and to make copies or      
extracts therefrom.  A proper purpose means a purpose reasonably related to such
person's interest as a stockholder.  If the corporation refuses to permit       
inspection sought by a stockholder or does not reply to the demand within five  
(5) business days after the demand has been made, the stockholder may apply to a
court for an order to compel inspection.  TriMedia's Articles or Bylaws do not  
contain any additions to these statutory provisions.                            

Dividends                                                                       

    The SCBCA permits a corporation's board of directors to make distributions
to its shareholders as long as (i) the corporation is able to pay its debts as  
they become due in the ordinary course of business or (ii) its total assets are 
greater than the sum of its total liabilities plus the amount that would be     
necessary to satisfy the preferred shareholders upon dissolution of shareholders
whose preferential rights are superior to those receiving the distribution.  The
Company's Bylaws provide that the Board of Directors may authorize and the      
Company may make distributions to its shareholders subject to restriction by the
Company's Articles.                                                             

 Subject to any restrictions contained in a corporation's certificate of
incorporation, the DGCL generally provides that a corporation may declare and   
pay dividends out of "surplus" (defined as the excess, if any, of net assets    
(total assets less total liabilities) over capital) or, when no surplus exists, 
out of net profits for the fiscal year in which the dividend is declared and/or 
the preceding fiscal year, except that dividends may not be paid out of net     
profits if the capital of the corporation is less than the amount of capital    
represented by the issued and outstanding stock of all classes having a         
preference upon the distribution of assets.  In accordance with the DGCL,       
"capital" is determined by the board of directors and will not be less than the 
aggregate par value of the outstanding capital stock of the corporation having  
par value.                                                                      

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TriMedia's Certificate states that subject to any preferential rights 
granted for any series of preferred stock, the holders of shares of TriMedia    
Common Stock will be entitled to receive dividends, out of the funds of the     
corporation legally available therefor, at the rate and at the time or times,   
whether cumulative or noncumulative, as may be provided by the board of         
directors.  The holders of shares of the preferred stock will be entitled to    
receive dividends to the extent provided in TriMedia's Certificate or by the    
board of directors in designating the particular series of preferred stock, and 
the holders of shares of TriMedia Common Stock will not be entitled to receive  
any dividends other than the dividends referred to in TriMedia's Certificate.   
TriMedia's Bylaws state that the board of directors has the power to fix and    
vary the amount to be set aside or reserved as working capital of the           
corporation or as reserves and, subject to the requirements of TriMedia's       
Certificate, to determine whether any part of the surplus or net profits of the 
corporation will be declared as dividends and paid to the stockholders as well  
as to fix the date or dates for such payment or dividends.                      

Indemnification Of Directors And Officers                                       

     The SCBCA permits a corporation to indemnify any individual made a party to
a proceeding, by the reason of the fact that he or she is or was an officer or  
director of the corporation or is or was serving at the request of the          
corporation as a director, officer, employee or agent of the corporation or     
another entity, if he or she acted in good faith and in a manner he or she      
reasonably believed to be in, or not opposed to, the best interests of the      
corporation, and with respect to any criminal action, which they had no         
reasonable cause to believe was unlawful.  The SCBCA provides that a corporation
may advance reasonable expenses incurred by a director who is a party to a      
proceeding in advance of a final disposition of the proceeding if (i) the       
director furnishes the corporation a written affirmation of his good faith      
belief that he has met the standard of conduct; (ii) the director furnishes the 
corporation a written undertaking, executed personally or on his behalf, to     
repay the advance if it is ultimately determined that he did not meet the       
standard of conduct and (iii) a determination is made that the facts then known 
to those making the determination would not preclude indemnification.  The      
Company's Articles provide that the Company, to the fullest extent permitted by 
the SCBCA, shall indemnify any and all persons whom it shall have power to      
indemnify under the SCBCA from and against any and all expenses, liabilities or 
other matters referred to in or covered by the SCBCA, and indemnification       
provided for in the Company's Articles shall not be deemed exclusive of any     
other rights to which those indemnified may be entitled under the Bylaws,       
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his/her official capacity and as to action in another capacity     
while holding such office, and shall continue as to a person who has ceased to  
be a director, office, employee or agent, and shall inure to the benefit of the 
heir, executors and administrators of such a person.                            

Under the DGCL, a corporation may indemnify any person made a party or
threatened to be made a party to any type of proceeding (other than an action by
or in the right of the corporation) because he is or was an officer, director,  
employee or agent of the corporation or was serving at the request of the       
corporation as a director, officer, employee or agent of another corporation or 
entity, against expenses, judgments, fines and amounts paid in settlement       
actually and reasonably incurred in connection with such proceeding: (i) if he  
acted in good faith and in a manner he reasonably believed to be in or not      
opposed to the best interests of the corporation and (ii) in the case of a      
criminal proceeding, he had no reasonable cause to believe that his conduct was 
unlawful.  A corporation may indemnify any person made a party or threatened to 
be made a party to any threatened, pending or completed action or suit brought  
by or in the right of the corporation because he was an officer, director,      
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or 
other entity, against expenses actually and reasonably incurred in connection   
with the defense or settlement of such action or suit if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best      
interests of the corporation.  There may be no such indemnification, however, if
the person is found liable to the corporation unless, and only to the extent    
that, the court determines the person is entitled thereto.  A corporation must  
also indemnify a present or former director or officer agent against expenses   
actually and reasonably incurred by him who successfully defends himself in a   
proceeding to which he was a party because he was a director or officer of the  
corporation.  In addition, expenses incurred by an officer or director (or      
former director or officer, employee or agent as deemed appropriate by the board
of directors) in defending a proceeding may be paid by the corporation in       
advance of the final disposition of such proceeding upon receipt of an          
undertaking by or on behalf of such director or officer to repay such amount if 
it will ultimately be determined that he is not entitled to be indemnified by   

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the corporation.  The Delaware law indemnification and expense advancement      
provisions are not exclusive of any other rights which may be granted by the    
Bylaws, a vote of stockholders or disinterested directors, agreement or         
otherwise.  TriMedia's Certificate and Bylaws do not contain any additions to   
these statutory provisions.                                                     

Limitation Of Liability                                                         

    The SCBCA provides that a director is not personally liable for any action
taken as a director, or failure to take any action, if he performed the duties  
of his office in good faith, with the care of an ordinarily prudent person in a 
like position would exercise under similar circumstances and in a manner he     
reasonable believes to be in the best interest of the corporation and its       
shareholders.  The Company's Articles do not contain any additions to these     
statutory provisions                                                            

   The DGCL permits a corporation to adopt a provision in its certificate of
incorporation (and such provision is included in TriMedia's Certificate)        
eliminating or limiting the personal liability of a director to the corporation 
or its stockholders for monetary damages for breach of fiduciary duty as a      
director, except that such provision will not limit the liability of a director 
for (i) any breach of the director's duty of loyalty to the corporation or its  
stockholders, (ii) acts or omissions not in good faith or which involve         
intentional misconduct or a knowing violation of law, (iii) liability under     
Section 174 of the DGCL for unlawful payment of dividends or stock purchases or 
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit.  TriMedia's Certificate also adds the statement that if the   
DGCL is amended after the Effective Date of this article to authorize corporate 
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation will be eliminated or limited to 
the fullest extent permitted by the DGCL as so amended.  Furthermore, any repeal
or modification of the foregoing limitation of director liability by the        
stockholders of the corporation will not adversely affect the right or          
protection of a director of the corporation existing at the time of such repeal 
or modification.                                                                

Preemptive Rights                                                               

  Under the SCBCA, shareholders of a corporation have preemptive rights to
acquire the Company's unissued shares unless otherwise provided for in the      
articles of incorporation.  The Company's Articles provide that no holder of any
shares of the Company of any class have any preemptive right as such holder to  
purchase or subscriber for any additional issues of shares of the Company.      

The DGCL does not provide, except in limited instances, for preemptive
rights to acquire a corporation's unissued stock.  Such right may be expressly  
granted to the stockholders, however, in a corporation's certificate of         
incorporation.  TriMedia's Certificate expressly states that no preemptive      
rights will exist with respect to shares of stock or securities convertible into
shares of stock of TriMedia.                                                    

Special Redemption Provisions                                                   

  The SCBCA permits a corporation to acquire its own shares, and shares so
acquired constitute authorized but unissued shares.  The Company's Articles and 
Bylaws do not contain any additions to these statutory provisions.              

     Under the DGCL, a corporation may purchase or redeem shares of any class of
its capital stock, but subject generally to the availability of sufficient      
lawful funds therefor and provided that at all times, at the time of any such   
redemption, the corporation will have outstanding shares of one (1) or more     
classes or series of capital stock which have full voting rights that are not   
subject to redemption.  TriMedia's Certificate does not contain any additions to
these statutory provisions.                                                     

Shareholder Suits                                                               

Under the SCBCA, derivative suits may be maintained on behalf of South
Carolina corporations in federal and state court in accordance with the         
applicable rules of civil procedure.                                            

   Under the DGCL, a stockholder may institute a lawsuit against one or more
directors, either on his own behalf or derivatively on behalf of the            
corporation.  An individual stockholder may also commence a lawsuit on behalf of
himself and other similarly situated stockholders when the requirements for     

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maintaining a class action under Delaware law have been met.  TriMedia's        
Certificate and Bylaws do not contain any additions to these statutory          
provisions.                                                                     

Business Combination Restrictions                                               

 The SCBCA provides that the affirmative vote of two-thirds (2/3) of the
outstanding voting securities as of the Record Date and the affirmative vote of 
two-thirds (2/3) of each voting class of outstanding voting securities, other   
than the shares beneficially owned by an Interested Stockholder (as defined     
below), would be required to effectuate certain transactions, including without 
limitation (i) a merger or consolidation, (ii) certain sales of assets, (iii)   
certain sales of shares, (iv) liquidation or dissolution of the corporation, (v)
reclassification or recapitalization of securities or (vi) any loans or other   
financial assistance where an Invested Shareholder would benefit directly or    
indirectly involving a corporation and an Interested Stockholder (an "Affiliated
Transaction").  An "Interested Stockholder" is defined as the beneficial owner  
of more than 10% of the voting shares outstanding.  The foregoing special voting
requirement is in addition to the vote required by any other provision of the   
SCBCA.                                                                          

The special voting requirement does not apply in any of the following 
circumstances: (i) the Affiliated Transaction is approved by a majority of the  
corporation's disinterested directors; (ii) the Interested Stockholder has owned
at least 80% of the corporation's voting stock for five (5) years preceding the 
announcement of the event; (iii) the Interested Stockholder owns more than 90%  
of the corporation's voting shares; (iv) the corporation has not had more than  
300 shareholders of record at any time during the three (3) years preceding the 
announcement of the event; (v) the corporation is an investment company         
registered under the Investment Company Act of 1940; or (vi) all of the         
following conditions are met: (a) the cash and fair market value of other       
consideration to be paid per share to all holders of voting shares equals the   
highest per share price as determined by statute; (b) the consideration to be   
paid in the Affiliated Transaction is in the same form as previously paid by the
Interested Stockholder (or certain alternative benchmarks if higher); (c) during
the portion of the three (3) years proceeding the announcement date that the    
Interested Stockholder has been an Interested Stockholder, except as approved by
a majority of the disinterested directors, there will have been no default in   
payment of any full periodic dividends, no decrease in common stock dividends,  
and no increase in the voting shares owned by the Interested Stockholder, (d)   
during such three (3) year period no benefit to the Interested Stockholder in   
the form of loans, guaranties or other financial assistance or tax advantages   
has been provided by the corporation, and (e) unless approved by a majority of  
the disinterested directors, a proxy will have been mailed to holders of voting 
shares at least 25 days prior to the consummation of the Affiliated Transaction.

The Company's Articles do not contain any additions to these statutory
provisions.                                                                     

In general, the DGCL prevents an "Interested Stockholder" (defined    
generally as a person with 15% or more of a corporation's outstanding voting    
stock, with the exception of any person who owned and has continued to own      
shares in excess of the 15% limitation since December 23, 1987 or acquired the  
shares from an interested stockholder, by gift, inheritance or in a transaction 
where no consideration was exchanged) from engaging in a Business Combination   
with a Delaware corporation for three (3) years following the date such person  
became an Interested Stockholder.  The term "Business Combination" includes     
mergers or consolidations with an Interested Stockholder and certain other      
transactions with an Interested Stockholder, including, without limitation: (i) 
any merger or consolidation of the corporation or any direct or indirect        
majority-owned subsidiary of the corporation with the Interested Stockholder or 
with any other entity if the merger or consolidation is caused by the Interested
Stockholder; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) except             
proportionately as a stockholder of such corporation, to or with the Interested 
Stockholder, whether as part of a dissolution or otherwise, of assets having an 
aggregate market value equal to 10% or more of the aggregate market value of all
assets of the corporation or of certain subsidiaries thereof determined on a    
consolidated basis or the aggregate market value of all the outstanding stock of
the corporation; (iii) any transaction which results in the issuance or transfer
by the corporation or by certain subsidiaries thereof of stock of the           
corporation or such subsidiary to the Interested Stockholder, except pursuant to
certain transfers in a conversion or exchange or pro rata distribution to all   
stockholders of the corporation 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; (iv) any transaction    
involving the corporation or certain subsidiaries thereof which has the effect, 
directly or indirectly, of increasing the proportionate share of the stock of   
any class or series, or securities convertible into stock of the corporation or 
any subsidiary which is owned by the Interested Stockholder except as a result  

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of immaterial changes due to fractional share adjustments or as a result of any 
purchase or redemption of any shares of stock not caused directly or indirectly 
by the Interested Stockholder; or (v) any receipt by the Interested Stockholder 
of the benefit (except proportionately as a stockholder of such corporation) of 
any loans, advances, guarantees, pledges, or other financial benefits provided  
by or through the corporation or certain subsidiaries.                          

 The three (3) year moratorium may be avoided if: (i) before such person
became an Interested Stockholder, the board of directors of the corporation     
approved either the Business Combination or the transaction in which the        
Interested Stockholder became an Interested Stockholder, or (ii) upon           
consummation of the transaction which resulted in the stockholder becoming an   
Interested Stockholder, the Interested Stockholder owned at least 85% of the    
voting stock of the corporation outstanding at the time the transaction         
commenced (excluding shares owned by directors who are also officers of the     
corporation and by employee stock ownership plans that do not provide employees 
with the right to determine confidentially whether shares held subject to the   
plan will be tendered in a tender or exchange offer); or (iii) at or subsequent 
to such time the Business Combination is approved by the board of directors of  
the corporation and authorized at an annual or special meeting of stockholders  
(not by written consent) by the affirmative vote of the stockholders of at least
66 2/3% of the outstanding voting stock of the corporation not owned by the     
Interested Stockholder.                                                         

The Business Combination restrictions described above do not apply if,
among other things: (i) the corporation's original certificate of incorporation 
contains a provision expressly electing not to be governed by the statute; (ii) 
the corporation by action by the holders of a majority of the voting stock of   
the corporation approves an amendment to its certificate of incorporation or    
Bylaws expressly electing not to be governed by the statute (effective twelve   
(12) months after the amendment's adoption), which amendment will not be        
applicable to any business combination with a person who was an Interested      
Stockholder at or prior to the time of the amendment; or (iii) the corporation  
does not have a class of voting stock that is (a) listed on a national          
securities exchange, (b) authorized for quotation on Nasdaq or other market; or 
(c) held of record by more than 2,000 stockholders.  The statute also does not  
apply to certain Business Combinations with an Interested Stockholder when such 
combination is proposed after the public announcement of, and before the        
consummation or abandonment of, a merger or consolidation, a sale or other      
disposition of 50% or more of the aggregate market value of the assets of the   
corporation on a consolidated basis or the aggregate market value of all        
outstanding shares of the corporation, or a tender or exchange offer for 50% or 
more of the outstanding voting shares of the corporation, if the triggering     
transaction is with or by a person who either was not an Interested Stockholder 
during the previous three (3) years or who became an Interested Stockholder with
Board of Director approval, and if the transaction is approved or not opposed by
a majority of the current directors who were also directors prior to any person 
becoming an Interested Stockholder during the previous three (3) years.         

TriMedia is subject to the Business Combination restrictions described
above, and TriMedia's Certificate does not contain a provision electing not to  
be governed by the Business Combination restrictions.                           

FEDERAL TAX CONSEQUENCES

    The following discussion summarizes the material anticipated United States
federal income tax consequences relevant to the exchange of the Company Common  
Stock for TriMedia Common Stock pursuant to the merger.  This discussion is     
based on currently existing provisions of the Internal Revenue Code of 1986, as 
amended (the "Code"), existing and proposed Treasury Regulations thereunder and 
current administrative rulings and court decisions, all of which are subject to 
change and differing interpretation.  Any such change, which may or may not be  
retroactive, could alter the United States federal income tax consequences to   
the Company, TriMedia and shareholders of the Company as described herein.      

  The Company's shareholders should be aware that this discussion does not
deal with all United States federal income tax considerations that may be       
relevant to particular Company shareholders in light of their particular        
circumstances, such as shareholders who are dealers in securities, banks or     
other financial institutions, insurance companies, mutual funds or tax exempt   
organizations, shareholders who are subject to the alternative minimum tax      
provisions of the Code, who are foreign persons (i.e., persons other than (i)   
citizens or individual residents of the United States, (ii) corporations or     
partnerships created or organized in or under the laws of the United States or  
of any political subdivision thereof, (iii) estates whose income is taxable in  
the United States irrespective of source and (iv) trusts subject to the primary 
supervision of a court within the United States and control of a United States  

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fiduciary as described Section 7701(a)(30) of the Code), who do not hold their  
Company Common Stock as capital assets within the meaning of Section 1221 of the
Code, who acquired their Company Common Stock in connection with stock option or
stock purchase plans or in other compensatory transactions or who hold their    
Company Common Stock as part of a hedging, straddle, conversion or other risk   
reduction transaction.  Also, the following discussion does not address the tax 
consequences under Sections 1045 and 1202 of the Code with respect to shares of 
"qualified small business stock" (within the meaning of Section 1202 of the     
Code) or under Section 1244 of the Code with respect to shares of "section 1244 
stock" (within the meaning of Section 1244 of the Code).  In addition, the      
following discussion does not address the tax consequences of transactions      
effectuated prior or subsequent to, or concurrently with, the merger (whether or
not any such transactions are undertaken in connection with the merger),        
including without limitation any exercise of any Company stock option or any    
transaction in which shares of the Company or TriMedia capital stock are        
acquired or shares of TriMedia capital stock are disposed of.  Nor does the     
following discussion address the United States federal income tax consequences  
of the merger to holders of Company stock options, stock warrants or debt       
instruments.  The following discussion does not address the tax consequences of 
the merger under foreign, state or local tax laws.  ACCORDINGLY, HOLDERS OF THE 
COMPANY COMMON STOCK AND COMPANY SERIES A CONVERTIBLE PREFERRED STOCK ARE URGED 
TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF
THE MERGER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN TAX      
CONSEQUENCES.                                                                   

The merger is intended to qualify as a "reorganization" under Section 
368(a)(1)(F) or 368(a)(1)(A) of the Code.  Assuming the merger qualifies as a   
reorganization for purposes of the Code, then, subject to the assumptions,      
limitations and qualifications referred to herein, the merger will result in the
following United States federal income tax consequences:                        

-    No gain or loss will be recognized for United States federal income tax    
purposes by holders of the Company Common Stock or Company Series A   
Convertible Preferred Stock who exchange their Company Common Stock or
 Company Series A Convertible Preferred Stock solely for TriMedia Common
Stock or TriMedia Series A Convertible Preferred Stock in the merger. 

-    The aggregate tax basis of the TriMedia Common Stock or TriMedia Series A  
Convertible Preferred Stock received by a holder of the Company Common
     Stock or Company Series A Convertible Preferred Stock in the merger will be
the same as aggregate tax basis of the Company Common Stock or Company
Series A Convertible Preferred Stock surrendered in the merger.       

-    The holding period of the TriMedia Common Stock or TriMedia Series A       
Convertible Preferred Stock received by a holder of the Company Common
  Stock or Company Series A Convertible Preferred Stock in the merger will
include the for which the Company Common Stock or Company Series A    
Convertible Preferred Stock surrendered therefor in the was held.     

-    A holder of the Company Common Stock or Company Series A Convertible       
   Preferred Stock who exercises dissenters' rights is paid solely cash with
     respect to all of his Company Common Stock generally will recognize capital
  gain or loss measured by the between the amount of cash received and the
    tax basis of shares of the Company Common Stock. Such capital gain or loss
   will be long-term capital gain or loss if the shares of the Company Stock
   exchanged by such dissenting shareholder have been held for more than one
     year. Notwithstanding the foregoing, the amount of cash received in certain
 instances may be treated as ordinary dividend income under the rules of
   Sections 302 and 318 of the Code. Holders of the Company Common Stock who
   dissent from the merger and are paid cash for their shares of the Company
Common Stock are urged to consult their own tax advisors regarding the
   potential application of these rules. Any amount received pursuant to the
     exercise of dissenters' rights which is treated as interest will be taxable
as ordinary income.                                                   

-    The Company and TriMedia will not recognize any gain or loss solely as a   
result of the merger.                                                 

Holders of the Company Common Stock or Company Series A Convertible   
Preferred Stock will also be required to file certain information with their    
United States federal income tax returns and to retain certain records with     
regard to the merger.                                                           

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DEF 14A 19th Page of 47 TOC 1st Previous Next ↓Bottom Just 19th
    No ruling has been or will be obtained from the IRS in connection with the
merger.  A successful challenge by the IRS to the qualification of the merger as
a "reorganization" within the meaning of Section 368(a) of the Code would result
in holders of the Company Common Stock or Company Series A Convertible Preferred
Stock recognizing a taxable gain or loss for each share of the Company Common   
Stock surrendered, equal to the difference between the shareholder's basis in   
that share and the fair market value, as of the Effective Date of the merger, of
the TriMedia Common Stock or TriMedia Series A Convertible Preferred Stock      
received in exchange for the Company share.  This gain or loss would generally  
be treated as capital gain or loss for each Company shareholder.  In that event,
a holder of the Company Common Stock or Company Series A Convertible Preferred  
Stock would have an aggregate basis in TriMedia Common Stock or TriMedia Series 
A Convertible Preferred Stock received equal to its fair market value at the    
Effective Date of the merger and the holding period for such TriMedia Common    
Stock or TriMedia Series A Convertible Preferred Stock would begin on the day   
after the Effective Date of the merger.  In addition, in the event that the     
merger does not qualify as a reorganization, the Company would be treated as    
selling all of its assets to TriMedia in a fully taxable transaction and the    
Company would recognize taxable gain or loss on such sale.                      

     Amounts received by certain noncorporate shareholders of the Company may be
subject to backup withholding at a rate of 31%. However, backup withholding will
not apply to a shareholder who either (i) furnishes a correct taxpayer          
identification number and certifies that he or she is not subject to backup     
withholding by completing the substitute Form W-9 that will be included as part 
of the transmittal letter, or (ii) otherwise proves to TriMedia and its exchange
agent that the shareholder is exempt from backup withholding.                   

   THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF MATERIAL UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER AND DOES NOT PURPORT TO BE 
A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO.
THUS, HOLDERS OF THE COMPANY COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX    
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING   
TAX RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FEDERAL,     
STATE, LOCAL, FOREIGN AND OTHER APPLICABLE TAX LAWS AND THE EFFECT OF ANY       
PROPOSED CHANGES IN THE LAW.                                                    

 SECURITIES ACT CONSEQUENCES

    The shares of TriMedia's Common Stock or TriMedia Series A Preferred Stock
to be issued in exchange for shares of the Company's Common Stock or shares of  
the Company's Series A Convertible Preferred Stock are not being registered     
under the Securities Act of 1933, as amended (the "Securities Act").  In that   
regard, the Company is relying on Rule 145(a)(2) under the Securities Act, which
provides that a merger which has "as its sole purpose" a change in the domicile 
of a corporation does not involve the sale of securities for purposes of the    
Securities Act, and on interpretations of the Rule by the Securities and        
Exchange Commission (the "SEC") which indicate that the making of certain       
changes in the surviving corporation's charter documents which could otherwise  
be made only with the approval of the shareholders of either corporation does   
not render Rule 145(a)(2) inapplicable.                                         

     After the merger, TriMedia will be a publicly held company, TriMedia Common
Stock will be eligible for quotation on the NASD Over-the-Counter Bulletin      
Board, and TriMedia will file periodic reports and other documents with the SEC 
and provide to its stockholders the same types of information that the Company  
has previously filed and provided.  Shareholders whose Company Common Stock is  
freely tradeable before the merger will have freely tradeable shares of         
TriMedia's Common Stock.  Shareholders holding restricted shares of the         
Company's Common Stock or the Company's Series A Convertible Preferred Stock    
will have shares of TriMedia Common Stock or TriMedia Series A Preferred Stock  
which are subject to the same restrictions on transfer as those to which their  
present shares of the Company's Common Stock or the Company's Series A          
Convertible Preferred Stock are subject, and their stock certificates, if       
surrendered for replacement certificates representing shares of TriMedia's      
Common Stock or TriMedia Series A Preferred Stock, will bear the same           
restrictive legend as appears on their present stock certificates.  For purposes
of computing compliance with the holding period requirement of Rule 144 under   

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the Securities Act, shareholders will be deemed to have acquired their shares of
TriMedia's Common Stock or TriMedia's Series A Preferred Stock on the date they 
acquired their shares of the Company's Common Stock or the Company's Series A   
Convertible Preferred Stock.  In summary, TriMedia and its stockholders will be 
in the same respective positions under the federal securities laws after the    
merger as were the Company and the shareholders prior to the merger.            

DISSENTERS' RIGHTS

   Chapter 13 ("DISSENTERS' RIGHTS") of the SCBCA provide dissenters' rights
to shareholders of South Carolina corporations in certain situations.  Holders  
of record of Company Common Stock who comply with applicable statutory          
procedures summarized herein may be entitled to dissenters' rights under the    
Dissenters' Rights in connection with the Reincorporation proposal, because the 
Reincorporation must be effected through a merger or a sale of substantially all
of the property of the corporation other than in the usual and regular course of
business and none of the exceptions to dissenter rights set forth in the SCBCA  
are applicable.  If holders of a material number of shares exercise dissenters' 
rights, the Board of Directors anticipates that it will likely abandon the      
Reincorporation.                                                                

 A person having a beneficial interest in shares of Company Common Stock
held of record in the name of another person, such as a broker or nominee, must 
act promptly to cause the record holder to follow the steps summarized below    
properly and in a timely manner to perfect dissenters' rights.                  

    The following discussion is not a complete statement of the law pertaining
to dissenters' rights under the SCBCA and is qualified in its entirety by the   
full text of Dissenters' Rights, which are reprinted in their entirety as       
EXHIBIT D TO THIS PROXY STATEMENT.  All references in the Dissenters' Rights and
in this summary to a "shareholder" or "holder" are to the record holder of the  
shares of Company Common Stock as to which dissenters' rights may be asserted.  

Under Dissenters' Rights, where a proposed merger or sale is to be    
submitted for approval at a meeting of shareholders, the corporation must notify
each of its shareholders as of the record date for such meeting of the          
availability of dissenters' rights with respect to his or her shares of Company 
Common Stock, and must include in such notice a copy of the Dissenters' Rights  
and the materials, if any, that under the Dissenters' Rights are required to be 
given to the shareholders entitled to vote on the proposed merger or sale at the
meeting.                                                                        

   This Proxy Statement constitutes such notice to the holders of Dissenting
Shares (as defined below) and the applicable statutory provisions of the SCBCA  
are attached to this Proxy Statement as Exhibit D.  Any shareholder who wishes  
to assert such dissenters' right or who wishes to preserve his or her right to  
do so should review the following discussion carefully, because failure to      
timely and properly comply with the procedures specified will result in the loss
of dissenter's rights under the SCBCA.                                          

   If the Reincorporation, is approved by the required vote of the Company's
shareholders and is not abandoned or terminated, each holder of shares of       
Company Common Stock who does not vote in favor of the Reincorporation and who  
follows the procedures set forth in the Dissenters' Rights Provisions will be   
entitled to have his or her shares of Company Common Stock purchased by the     
Company or TriMedia for cash at their Fair Value (as defined below).  The "Fair 
Value" of shares of Company Common Stock will be determined as of the day before
consummation of the merger by which the Reincorporation will be consummated,    
excluding any appreciation or depreciation in anticipation of the proposed      
Reincorporation.  The shares of Company Common Stock with respect to which      
holders have perfected their purchase demand in accordance with the Dissenters' 
Rights Provisions and have not effectively withdrawn or lost such rights are    
referred to in this Proxy Statement as the "Dissenting Shares."                 

Under the Dissenters' Rights, a holder of Dissenting Shares wishing to
exercise dissenters' rights must deliver to the Company, prior to the vote on   
the proposed Reincorporation at the Annual Meeting a properly executed written  
notice of intent to demand payment for shares if the proposed Reincorporation is
effectuated.  The dissenting shareholder may not vote in favor of the           
Reincorporation.                                                                

Under the Dissenters' Rights, a shareholder who wishes to assert his  
dissenters' rights if the proposed Reincorporation is approved, must cause the  
Company to receive written notice of his intent to demand payment for shares    
prior to the vote taken to approve the proposal at the Annual Meeting.  Within  
ten (10) days after approval of the Reincorporation, the Company (or TriMedia)  

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DEF 14A 21st Page of 47 TOC 1st Previous Next ↓Bottom Just 21st
must mail a notice of such approval (the "Approval Notice") to all shareholders 
who filed a notice of intent to demand payment for their shares under the       
Dissenters' Rights Provisions.                                                  

     Within 10 days after such corporate action is effected, whichever is later,
the Company, or TriMedia, shall make a written offer to each dissenting         
shareholder who has made demand as provided in this section to pay an amount the
Company, or TriMedia estimates to be the fair value for such shares.  If the    
Company, or TriMedia, fails to make such offer within the period specified in   
the Dissenters' Rights Provisions or if it makes the offer and any dissenting   
shareholder fails to accept the offer within the period of 30 days thereafter,  
the Company, or TriMedia, may file an action in any court of competent          
jurisdiction in South Carolina in the county in which the registered office is  
located requesting that the fair value of the shares be determined.             

     Failure to follow the steps required by the Dissenters' Rights as described
above for perfecting dissenters' rights may result in the loss of such rights.  
If, after the Effective Time, a holder of Dissenting Shares has failed to       
perfect or has effectively withdrawn or lost his or her right to payment, such  
holder's shares will be deemed to have been converted into and to have become   
exchangeable for, at the Effective Time, the right to receive a corresponding   
number of shares of TriMedia Common Stock.                                      

     THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE MERGER
OF  THE  COMPANY INTO ITS WHOLLY-OWNED SUBSIDIARY, TRIMEDIA ENTERTAINMENT GROUP,
INC., A DELAWARE CORPORATION, FOR THE PURPOSE OF CHANGING THE COMPANY'S STATE OF
INCORPORATION  FROM  SOUTH CAROLINA TO DELAWARE.  PROXIES SOLICITED BY THE BOARD
OF  DIRECTORS  WILL BE VOTED FOR THIS AMENDMENT TO THE ARTICLES OF INCORPORATION
UNLESS  STOCKHOLDERS  SPECIFY  IN  THEIR  PROXIES  A  CONTRARY  CHOICE.         

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DEF 14A 22nd Page of 47 TOC 1st Previous Next ↓Bottom Just 22nd
ADDITIONAL INFORMATION

     US  Patriot will furnish without charge to any stockholder, upon written or
oral  request,  any  documents  filed  by  US Patriot pursuant to the Securities
Exchange  Act.  Requests  for  such documents should be addressed to US Patriot,
101  Charles Drive, Bryn Mawr, PA 19010.  Documents filed by US Patriot pursuant
to  the  Securities  Exchange  Act  may  be reviewed and/or obtained through the
Securities  and  Exchange  Commission's  Electronic  Data Gathering Analysis and
Retrieval  System,  which  is  publicly  available  through  the  Securities and
Exchange  Commission's  web  site  (http://www.sec.gov).                        

 OTHER MATTERS

     The  Board  of  Directors  knows of no business which will be presented for
consideration  at  the Special Meeting other than that shown above.  However, if
any  business  shall properly come before the Special Meeting, the persons named
in the enclosed proxy or their substitutes will vote the proxy in respect of any
such  business  in  accordance  with  their  best  judgment  pursuant  to  the  
discretionary  authority  conferred  thereby.                                   

November 4, 2002                                                                

--------------------------------------------------------------------------------
PLEASE  COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ADDRESSED  ENVELOPE,  WHICH  REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
--------------------------------------------------------------------------------

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DEF 14A 23rd Page of 47 TOC 1st Previous Next ↓Bottom Just 23rd
================================================================================

US PATRIOT, INC.
 PROXY SOLICITED BY THE BOARD OF DIRECTORS
 SPECIAL MEETING OF STOCKHOLDERS - NOVEMBER 18, 2002
 ---------------------------------------------------

The  undersigned  stockholder  of  US PATRIOT, INC. ("US PATRIOT"), revoking all
previous  proxies,  hereby constitutes and appoints Christopher Schwartz, acting
individually,  as  the  agent  and  proxy of the undersigned, with full power of
substitution  in  each,  for  and  in  the name and stead of the undersigned, to
attend  the Special Meeting of Stockholders of US Patriot to be held on November
18,  2002  at  11:00  A.M.,  local  time, at US Patriot's executive offices, 101
Charles  Drive,  Bryn Mawr, Pennsylvania 19010, and to vote all shares of Common
Stock  of  US  Patriot  which  the  undersigned  would  be  entitled  to vote if
personally  present  at  the  Special  Meeting,  and  at  any  adjournment  or  
postponement thereof; provided, that said proxies are authorized and directed to
vote  as  indicated  with  respect  to the matters set forth on the reverse side
hereof:                                                                         

This  Proxy  will  be  voted  in  the  manner directed herein by the undersigned
stockholder(s).  IF  NO  DIRECTION  IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE
MERGER  OF  THE COMPANY INTO ITS WHOLLY-OWNED SUBSIDIARY, TRIMEDIA ENTERTAINMENT
GROUP,  INC.,  A DELAWARE CORPORATION, FOR THE PURPOSE OF CHANGING THE COMPANY'S
STATE  OF  INCORPORATION  FROM  SOUTH  CAROLINA  TO  DELAWARE.  This  Proxy also
delegates  discretionary  authority  to  vote with respect to any other business
which  may  properly  come  before  the  Special  Meeting  or any adjournment or
postponement  thereof.                                                          

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE SPECIAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.  The undersigned also
hereby ratifies all that the said agents and proxies may do by virtue hereof and
hereby  confirms  that this Proxy shall be valid and may be voted whether or not
the  stockholder's name is signed as set forth below or a seal is affixed or the
description,  authority  or  capacity  of  the  person signing is given or other
defect  of  signature  exists.                                                  

(Continued  on  the  reverse  side.)                                          
-------------------------------------                                           
================================================================================

DEF 14A 24th Page of 47 TOC 1st Previous Next ↓Bottom Just 24th
1.  To approve the proposed merger of the Company into it wholly-owned          
subsidiary, TriMedia Entertainment Group, Inc., a Delaware corporation, for the 
purpose of changing the Company's state of incorporation from South Carolina to 
Delaware.                                                                       

[ ] FOR        [ ] AGAINST      [ ] ABSTAIN                         

In  their  discretion, the proxies will vote on such other business as may      
properly  come  before  the  Special  Meeting.                                  

[ ]  Please check here if you plan to  attend the Special Meeting in person.    

NOTE:  PLEASE  MARK,  DATE  AND  SIGN  THIS  PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE.                                                                       
Please sign this Proxy exactly as name(s) appear in address below.  When signing
as  attorney-in-fact,  executor,  administrator, trustee or guardian, please add
your title as such.  Corporations please sign with full corporate name by a duly
authorized  officer  and  affix  the  corporate  seal.                          

_____________________________________                                           

_____________________________________                                           
Signature(s)                 Date                                               

DEF 14A 25th Page of 47 TOC 1st Previous Next ↓Bottom Just 25th
                                                                       EXHIBIT A

AGREEMENT AND PLAN OF MERGER

  This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made as of
this ___ day of ___________, 2002, by and between US Patriot, Inc., a South     
Carolina corporation (the "Parent") and TriMedia Entertainment Group, Inc., a   
Delaware corporation (the "Subsidiary").                                        

 RECITALS:

    WHEREAS, the Parent is a corporation organized and existing under the laws
of the State of South Carolina;                                                 

   WHEREAS, the Subsidiary is a corporation organized and existing under the
laws of the State of Delaware and is a wholly-owned subsidiary of the Parent;   

    WHEREAS, the parties hereto desire that the Parent merge with and into the
Subsidiary and that the Subsidiary shall continue as the surviving corporation  
in such merger, which is intended to qualify as a tax-free reorganization under 
Section 368(a)(1)(F) or 368(a)(1)(A) of the Internal Revenue Code of 1986, as   
amended, upon the terms and subject to the conditions herein set forth and in   
accordance with the laws of the State of South Carolina and the laws of the     
State of Delaware (the "Merger").                                               

NOW THEREFORE, the parties hereto hereby agree as follows:                      

 ARTICLE I

 PRINCIPAL TERMS OF THE MERGER

  Section 1.1  Merger of Parent into Subsidiary.  At the Effective Time of
the Merger (as defined in Section 1.2 hereof), the Parent shall merge with and  
into the Subsidiary in accordance with the South Carolina Business Corporation  
Act (the "SCBCA") and the Delaware General Corporation Law (the "DGCL").  The   
separate existence of the Parent shall thereupon cease and the Subsidiary shall 
be the surviving corporation (hereinafter sometimes referred to as the          
"Surviving Corporation") and shall continue its corporate existence under the   
laws of the State of Delaware.                                                  

Section 1.2  Effective Time of the Merger.  The Merger shall become   
effective  as of the date and time (the "Effective Time of the Merger") the     
following actions are completed:  (a) appropriate articles of merger are filed  
with the Secretary of State of the State of South Carolina, and a certificate of
merger is issued by the Secretary of State of the State of South Carolina in    
accordance with the SCBCA and (b) an appropriate certificate of merger is filed 
with the Secretary of the State of Delaware in accordance with the DGCL.        

   Section 1.3  Effects of the Merger.  At the Effective Time of the Merger,
the Merger shall have the effects specified in the SCBCA, the DGCL and this     
Merger Agreement.                                                               

 Section 1.4  Certificate of Incorporation and Bylaws.  At the Effective
Time of the Merger, the Certificate of Incorporation and bylaws of the          
Subsidiary, as in effect immediately prior to the Effective Time of the Merger, 
shall become the Certificate of Incorporation and bylaws of the Surviving       
Corporation until duly amended in accordance with their terms and as provided by
the DGCL.                                                                       

    Section 1.5  Directors and Officers.  At the Effective Time of the Merger,
the directors and officers of the Subsidiary in office at the Effective Time of 
the Merger shall become the directors and officers, respectively, of the        
Surviving Corporation, each of such directors and officers to hold office,      
subject to the applicable provisions of the Certificate of Incorporation and    
bylaws of the Surviving Corporation and the DGCL, until his or her successor is 
duly elected or appointed and qualified.                                        

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Section 1.6  Shareholders' Dissenters Rights.  The Shareholders of the
Parent are entitled to dissenters' rights under Chapter 13 of the SCBCA.  In the
event that shareholders collectively owning more than one percent (1%) of the   
shares of the Parent exercise his, her or its dissenters' rights, the Parent's  
board of directors may abandon the Merger in its sole discretion.               

ARTICLE II

CONVERSION AND EXCHANGE OF STOCK

    Section 2.1  Conversion.  At the Effective Time of the Merger, each of the
following transactions shall be deemed to occur simultaneously:                 

  (a) Each share of the Parent's common stock, no par value (the "Parent's
Common Stock") issued and outstanding, immediately prior to the Effective Time  
of the Merger shall, by virtue of the Merger and without any action on the part 
of the holder thereof, be converted into and become one validly issued, fully   
paid and nonassessable share of the Surviving Corporation's common stock, par   
value $0.0001 per share (the "Surviving Corporation's Common Stock").           

    (b) Each share of the Parent's Series A Preferred Stock, no par value (the
"Parent's Series A Preferred Stock") issued and outstanding, immediately prior  
to the Effective Time of the Merger shall, by virtue of the Merger and without  
any action on the part of the holder thereof, be converted into and become one  
validly issued, fully paid and nonassessable share of the Surviving             
Corporation's Series A Preferred Stock, par value $0.0001 per share (the        
"Surviving Corporation's Series A Preferred Stock").                            

     (c) Each option to purchase shares of the Parent's Common Stock outstanding
immediately prior to the Effective Time of the Merger shall, by virtue of the   
Merger and without any action on the part of the holder thereof, be converted   
into and become an option to purchase, upon the same terms and conditions, the  
number of shares of the Surviving Corporation's Common Stock, which is equal to 
the number of shares of the Parent's Common Stock that the optionee would have  
received had the optionee exercised such option in full immediately prior to the
Effective Time of the Merger (whether or not such option was then exercisable)  
and the exercise price per share under each of said options shall be equal to   
the exercise price per share thereunder immediately prior to the Effective Time 
of the Merger, unless otherwise provided in the instrument granting such option.

(d) Each warrant to purchase shares of the Parent's Common Stock      
outstanding immediately prior to the Effective Time of the Merger shall, by     
virtue of the Merger and without any action on the part of the holder thereof,  
be converted into and become a warrant to purchase, upon the same terms and     
conditions, the number of shares of the Surviving Corporation's Common Stock    
which is equal to the number of shares of the Parent's Common Stock that the    
warrant holder would have received had the warrant holder exercised such warrant
in full immediately prior to the Effective Time of the Merger (whether or not   
such warrant was then exercisable) and the exercise price per share under each  
of said warrants shall be equal to the exercise price per share thereunder      
immediately prior to the Effective Time of the Merger, unless otherwise provided
in the instrument granting such warrant.                                        

(e) Each share of the Subsidiary's Common Stock issued and outstanding
immediately prior to the Effective Time of the Merger and held by the Parent    
shall be canceled without any consideration being issued or paid therefor.      

Section 2.2  Exchange.                                                

  (a) After the Effective Time of the Merger, each certificate theretofore
representing issued and outstanding shares of the Parent's Common Stock shall   
represent one share of the Surviving Corporation's Common Stock.                

   (b) At any time on or after the Effective Time of the Merger, each holder
of an outstanding certificate theretofore representing the Parent's Common Stock
will be requested to surrender such certificate to StockTrans, Inc. as the      
exchange agent (the "Exchange Agent").  As soon as practicable after the        

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surrender to the Exchange Agent of any certificate which prior to the Merger    
represented shares of the Parent's Common Stock, together with a duly executed  
transmittal letter and any other documents the Exchange Agent may specify, the  
Exchange Agent shall deliver to the person in whose name such certificate has   
been issued certificates registered in the name of such person representing the 
number of full shares of the Surviving Corporation's Stock into which the shares
of the Parent's Common Stock previously represented by the surrendered          
certificate shall have been reclassified.                                       

 ARTICLE III

 EMPLOYEE BENEFIT AND INCENTIVE COMPENSATION PLANS

    At the Effective Time of the Merger, each employee benefit plan, incentive
compensation plan and other similar plans to which the Parent is then a party   
shall be assumed by, and continue to be the plan of, the Surviving Corporation. 
To the extent any employee benefit plan, incentive compensation plan or other   
similar plan of the Parent provides for the issuance or purchase of, or         
otherwise relates to, the Parent's Common Stock, after the Effective Time of the
Merger such plan shall be deemed to provide for the issuance or purchase of, or 
otherwise relate to, the Surviving Corporation's Common Stock.                  

ARTICLE IV

CONDITIONS

   Consummation of the Merger is subject to the satisfaction  at or prior to
the Effective Time of the Merger of the following conditions:                   

  Section 4.1  Shareholder Approval.  This Merger Agreement and the Merger
shall have been adopted and approved by the affirmative vote of (i) a two-thirds
majority of the votes entitled to be cast by all shareholders of the Parent and 
(ii) a two-thirds majority of each class of capital stock entitled to vote on   
the Record Date fixed for determining the shareholders of the Parent entitled to
vote thereon.  This Agreement and the Merger shall also have been adopted and   
approved by the Parent as the holder of all the outstanding shares of the       
Subsidiary's Common Stock prior to the Effective Time of the Merger.            

Section 4.2  Third Party Consents.  The Parent shall have received all
required consents to and approvals of the Merger.                               

 ARTICLE V

 MISCELLANEOUS

    Section 5.1  Amendment.  This Merger Agreement may be amended, modified or
supplemented in whole or in part, at any time prior to the Effective Time of the
Merger with the mutual consent of the boards of directors of the parties hereto;
provided, however, that the Merger Agreement may not be amended after it has    
been adopted by the shareholders of the Parent in any manner which, in the      
judgment of the board of directors of the Parent, would have a material adverse 
effect on the rights of such shareholders or in any manner not permitted under  
applicable law.                                                                 

Section  5.2  Termination.  This Merger Agreement may be terminated or
abandoned by the parties hereto at any time prior to the filing of the          
certificate of merger notwithstanding approval of this Merger Agreement by the  
shareholders of either or both of the Parent or the Subsidiary.                 

   Section 5.3  Necessary Actions, etc.  If at any date after the  Effective
Time of the Merger, the Surviving Corporation shall consider that any           
assignments, transfers, deeds or other assurances in law are necessary or       
desirable to vest, perfect or confirm, of record or otherwise, in the Surviving 
Corporation, title to any property or rights of the Parent, the Parent and its  
officers and directors at the Effective Time of the Merger shall execute and    
deliver such documents and do all things necessary and proper to vest, perfect  
or confirm title to such property or rights in the Surviving Corporation, and   
the officers and directors of the Surviving Corporation are fully authorized in 
the name of the Parent or otherwise to take any and all such action.            

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  Section 5.4  Counterparts.  This Merger Agreement may be executed in any
number of counterparts, each of which shall be considered to be an original     
instrument.                                                                     

Section  5.5  Descriptive Headings.  The descriptive headings are for 
convenience of reference only and shall not control or affect the meaning or    
construction of any provision of this Merger Agreement.                         

  Section 5.6  Governing Law.  This Merger Agreement shall be construed in
accordance with the laws of the State of Delaware, except to the extent the laws
of the State of South Carolina shall mandatorily apply to the Merger.           

     IN WITNESS WHEREOF, the undersigned officers of each of the parties to this
Merger Agreement, pursuant to authority duly given by their respective boards of
directors, have caused this Merger Agreement to be duly executed on the date set
forth above.                                                                    

US  PATRIOT,  INC.                                                              

By:  ______________________________                                             
Christopher  Schwartz                                                 
Chief  Executive  Officer,  President  and  Secretary                 

TRIMEDIA  ENTERTAINMENT  GROUP,  INC.                                           

By:   ______________________________                                            
Christopher  Schwartz                                                 
Chief  Executive  Officer,  President  and  Secretary                 

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CERTIFICATES

     The undersigned, Secretary of TriMedia Entertainment Group, Inc. a Delaware
corporation, hereby certifies, pursuant to Section 252(c) of the General        
Corporation Law of the State of Delaware, that the foregoing Agreement and Plan 
of Merger to which this Certificate is attached, after having been first duly   
signed on behalf of TriMedia Entertainment Group, Inc. by its Chief Executive   
Officer and attested to by its Secretary, was duly submitted to the stockholders
of TriMedia Entertainment Group, Inc. for the purpose of considering and acting 
upon said Agreement and Plan of Merger, on the ____ day of ___________, 2002,   
and at said meeting said Agreement and Plan of Merger was adopted by the sole   
stockholder of TriMedia Entertainment Group, Inc., in accordance with the       
General Corporation Law of the State of Delaware.                               

   IN WITNESS  WHEREOF, the undersigned has executed this Certificate on the
_____ day of _______________, 2002.                                             

                    ______________________________
                     Christopher Schwartz, Secretary

The undersigned, Secretary of US Patriot, Inc., a South Carolina      
corporation, hereby certifies, pursuant to Section 33-11-103 of the South       
Carolina Statutes, that the foregoing Agreement and Plan of Merger to which this
Certificate is attached, after having been first duly signed on behalf of US    
Patriot, Inc. by its President and attested to by its Secretary, was duly       
submitted to the shareholders of US Patriot, Inc. at a meeting thereof called   
for the  purpose of considering and acting upon said Agreement and Plan of      
Merger, held after due notice on the _____ day of __________, 2002, and that at 
said meeting said Agreement and Plan of Merger was adopted by the  shareholders 
of US Patriot, Inc. in accordance with the South Carolina Business Corporation  
Act of 1988.                                                                    

  IN WITNESS WHEREOF, the undersigned has executed this Certificate on the
____ day of ____________, 2002.                                                 

                     _______________________________
                     Christopher Schwartz, Secretary

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                                                                       EXHIBIT B

CERTIFICATE OF INCORPORATION

OF

TRIMEDIA ENTERTAINMENT GROUP, INC.

     1.     The  name of the Corporation is:  TriMedia Entertainment Group, Inc.

     2.     The  address  of  its  registered office in the State of Delaware is
Corporation  Trust Center, 1209 Orange Street, in the City of Wilmington, County
of  New  Castle.  The  name  of  its  registered  agent  at  such address is The
Corporation  Trust  Company.                                                    

     3.     The  nature  of the business or purposes to be conducted or promoted
is:                                                                             

To  engage in any lawful act or activity for which corporations may be organized
under  the  General  Corporation  Law  of  Delaware.                            

     4.     The total number of shares of stock which the Corporation shall have
authority to issue is: one hundred ten million shares (110,000,000) of which one
hundred  million (100,000,000) shall be common stock, with a par value of $0.001
per  share  and  ten  million shares (10,000,000) of preferred stock, with a par
value  of $0.001 per share, and the voting powers, designations, preferences and
relative participating, optional or other special qualifications, limitations or
restrictions  thereof  are  set  forth  hereinafter:                            

(a)  The Preferred Stock may be issued in one or more series, each of which     
shall be distinctively designated, shall rank equally and shall be    
   identified in all respects except as otherwise provided in subsection (b)
of this Section 4.                                                    

(b)  Authority is hereby vested in the Board of Directors to issue from time to 
  time the Preferred Stock of any series and to state in the resolution or
   resolutions providing for the issuance of shares of any series the voting
powers, if any, designations, preferences and relative, participating,
  optional or other special rights, and the qualifications, limitations or
   restrictions of such series to the full extent now or hereafter permitted
    by the law of the State of Delaware in respect of the matters set forth in
the following clauses (i) to (viii) inclusive:                        

  (i)  the number of shares to constitute such series, and the distinctive
designations thereof;                                       

(ii) the voting powers, full or limited, if any, of such series;      

(iii) the rate of dividends payable on shares of such series, the     
          conditions on which and the times when such dividends are payable, the
   preference to, or the relation to, the payment of the dividends
   payable on any other class, classes or series of stock, whether
        cumulative or non-cumulative and, if cumulative, the date from which
dividends on shares of such series shall be cumulative;     

   (iv) the redemption price or prices, if any, and the terms and conditions
on which shares of such series shall be redeemable;         

(v)  the requirement of any sinking fund or funds to be applied to the
          purchase or redemption of shares of such series and, if so, the amount
of such fund or funds and the manner of application;        

    (vi) the rights of shares of such series upon the liquidation, dissolution
    or winding up of, or upon any distribution of the assets of, the
Corporation;                                                

(vii) the rights, if any, of the holders of shares of such series to  
       convert such shares into, or to exchange such shares for, shares of
          any other class, classes or series of stock and the price or prices or
        the rates of exchange and the adjustments at which such shares shall
         be convertible or exchangeable, and any other terms and conditions of
such conversion or exchange; and                            

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     (viii) any other preferences and relative, participating, optional or other
special rights of shares of such series, and qualifications,
  limitations or restrictions including, without limitation, any
    restriction on an increase in the number of shares of any series
 theretofore authorized and any qualifications, limitations or
         restrictions of rights or powers to which shares of any future series
shall be subject.                                           

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

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

Amanda J. Masucci, Esquire c/o Klehr Harrison Harvey Branzburg & Ellers, LLP
----------------------------------------------------------------------------
 at 260 S. Broad St., Philadelphia, PA 19102
 -------------------------------------------

6.     The  Corporation  is  to  have  perpetual  existence.          

     7.     In  furtherance  and  not  in  limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the  Bylaws  of  the  Corporation.                                              

     8.     Elections  of  Directors  need  not  be by written ballot unless the
Bylaws  of  the  Corporation  shall  so  provide.                               

     9.     The Corporation reserves the right to amend, alter, change or repeal
any  provision contained in this Certificate of Incorporation, in the manner now
or  hereafter  prescribed by statute, and all rights conferred upon stockholders
herein  are  granted  subject  to  this  reservation.                           

     10.     A director of the Corporation shall not be personally liable to the
Corporation  or  its  stockholders  for monetary damages for breach of fiduciary
duty  as  a  director  except for liability (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 Delaware General Corporation
Law,  or  (iv)  for any transaction from which the director derived any improper
personal  benefit.                                                              

    11.  Whenever  a  compromise  or  arrangement  is  proposed  between  this
Corporation  and  its  creditors  or  any  class  of  them  and/or  between this
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 hereof or on the
application  of  any  receiver or receivers appointed for this Corporation under
the  provisions  of  Section  291  of  Title  8  of  the Delaware Code 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 Title 8 of the
Delaware Code, 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  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  of  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.                                               

     I,  THE  UNDERSIGNED,  being  the  incorporator hereinbefore named, for the
purpose  of forming a corporation pursuant to the General Corporation Law of the
State  of  Delaware,  do  make this Certificate, hereby declaring and certifying
that  this  is  my  act  and  deed  and  the  facts  herein stated are true, and
accordingly  have  hereunto  set  our  hands  this  16th  day  of October, 2002.

                         ___________________________________
                        Amanda  J.  Masucci,  Incorporator

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CERTIFICATE OF AMENDMENT
OF
  CERTIFICATE OF INCORPORATION
 BEFORE PAYMENT OF CAPITAL

  OF

TRIMEDIA ENTERTAINMENT GROUP, INC.

   I, the undersigned, being the sole incorporator of TriMedia Entertainment
Group, Inc., a corporation organized and existing under and by virtue of the    
General Corporation Law of the State of Delaware,                               

DO HEREBY CERTIFY:                                                              

FIRST:  That Article Fourth of the Certificate of Incorporation be and it hereby
is amended to read in its entirety as follows:                                  

 "4.     The total number of shares of stock which the Corporation shall
have authority to issue is: one hundred twenty million shares (120,000,000) of  
which one hundred million (100,000,000) shall be common stock, with a par value 
of $0.0001 per share and twenty million shares (20,000,000) of preferred stock, 
with a par value of $0.0001 per share, and the voting powers, designations,     
preferences and relative participating, optional or other special               
qualifications, limitations or restrictions thereof set forth hereinafter:      

     (a)     The  Preferred  Stock  may be issued in one or more series, each of
which  shall  be  distinctively  designated,  shall  rank  equally  and shall be
identified  in  all  respects  except as otherwise provided in subsection (b) of
this  Section  4.                                                               

     (b) Authority is hereby vested in the Board of Directors to issue from time
to  time  the  Preferred  Stock  of any series and to state in the resolution or
resolutions  providing  for  the  issuance  of  shares  of any series the voting
powers,  if any, designations, preferences and relative, participating, optional
or  other special rights, and the qualifications, limitations or restrictions of
such  series  to  the  full  extent now or hereafter permitted by the law of the
State  of  Delaware in respect of the matters set forth in the following clauses
(i)  to (viii) inclusive:                                                       

  (i)  the number of shares to constitute such series, and the distinctive
designations thereof;                                       

(ii) the voting powers, full or limited, if any, of such series;      

(iii) the rate of dividends payable on shares of such series, the     
          conditions on which and the times when such dividends are payable, the
   preference to, or the relation to, the payment of the dividends
   payable on any other class, classes or series of stock, whether
        cumulative or non-cumulative and, if cumulative, the date from which
dividends on shares of such series shall be cumulative;     

   (iv) the redemption price or prices, if any, and the terms and conditions
on which shares of such series shall be redeemable;         

(v)  the requirement of any sinking fund or funds to be applied to the
          purchase or redemption of shares of such series and, if so, the amount
of such fund or funds and the manner of application;        

    (vi) the rights of shares of such series upon the liquidation, dissolution
    or winding up of, or upon any distribution of the assets of, the
Corporation;                                                

(vii) the rights, if any, of the holders of shares of such series to  
       convert such shares into, or to exchange such shares for, shares of
          any other class, classes or series of stock and the price or prices or
        the rates of exchange and the adjustments at which such shares shall
         be convertible or exchangeable, and any other terms and conditions of
such conversion or exchange; and                            

     (viii) any other preferences and relative, participating, optional or other
special rights of shares of such series, and qualifications,
  limitations or restrictions including, without limitation, any
    restriction on an increase in the number of shares of any series
 theretofore authorized and any qualifications, limitations or
         restrictions of rights or powers to which shares of any future series
shall be subject.                                           
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          (c)  The  number  of  authorized  shares  of  Preferred  Stock  may be
     increased or decreased by the affirmative vote of the holders of a majority
     of the votes of all classes of voting securities of the Corporation without
     a  class  vote  of  the  Preferred  Stock, or any series thereof, except as
     otherwise  provided  in  the  resolution  or  resolutions fixing the voting
rights  of  any  series  of  the  Preferred  Stock."                  

SECOND:  That the corporation has not received any payment for any of its stock.

THIRD:  That the amendment was duly adopted in accordance with the provisions of
section 241 of the General Corporation Law of the State of Delaware.            

IN WITNESS WHEREOF, we have signed this certificate this 17th day of October,   
2002.                                                                           

                                      __________________________________________
                                       By:  Amanda J. Masucci, Sole Incorporator

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                                                                       EXHIBIT C

TRIMEDIA ENTERTAINMENT GROUP, INC.

BYLAWS

 ARTICLE I
 OFFICES

TriMedia Entertainment Group, Inc. (the "Corporation") shall have a   
registered  office, a principal office and such other offices as the Board of   
Directors (the "Board") may determine.                                          

ARTICLE II
STOCKHOLDERS

 Section 1.  Annual Meeting.  The annual meeting of stockholders for the
---------------------------                                           
election of directors and the transaction of any other business shall be held on
the first Thursday of March of each year, or as soon after such date as may be  
practicable, in such city and state and at such time and place as may be        
designated by the Board, and set forth in the notice of such meeting.  If said  
day be a legal holiday, said meeting shall be held on the next succeeding       
business day.  At the annual meeting any business may be transacted and any     
corporate action may be taken, whether stated in the notice of meeting or not,  
except as otherwise expressly provided by statute or the Certificate of         
Incorporation.                                                                  

    Section 2. Special Meetings.  Special meetings of the stockholders for any
---------------------------                                           
purpose shall be called by the Secretary at the written request of a majority of
the total number of directors, by the Chairman of the Board (the "Chairman"), if
any, by the Chief Executive Officer or by the stockholders owning a majority of 
the shares outstanding and entitled to vote.  Such request shall state the      
purpose or purposes of the proposed business meeting.  Business transacted at   
any special meeting shall be limited to the purposes stated in the notice.      

    Section 3. Notice of Meetings.  Written notice of the place, date and hour
-----------------------------                                         
of any stockholders' meeting, whether annual or special, shall be given to each 
stockholder entitled to vote, by personal delivery or by mailing the same to the
address of the stockholder, as the same appears upon the records of the         
Corporation, at least ten (10) days but not more than sixty (60) days before the
day of the meeting.  Notice of a special meeting must also state the purpose or 
purposes for which the meeting is called.  Notice of any adjourned meeting need 
not be given except by announcement at the meeting so adjourned, unless         
otherwise ordered in connection with such adjournment.  Such further notice, if 
any, shall be given as may be required by law.                                  

   Section 4. Quorum.  Any number of stockholders, together holding at least
-----------------                                                     
fifty (50) percent of the capital stock of the Corporation issued and           
outstanding and entitled to vote, who shall be present in person or represented 
by proxy at any meeting duly called, shall constitute a quorum for the          
transaction of all business, except as otherwise provided by law, by the        
Certificate of Incorporation or by these Bylaws.                                

     Section 5.  Adjournment of Meetings.  If less than a quorum shall attend at
-----------------------------------                                   
the time for which a meeting shall have been called, the meeting may adjourn    
from time to time by a majority vote of the stockholders present or represented 
by proxy and entitled to vote without notice other than by announcement at the  
meeting until a quorum shall attend.  Any meeting at which a quorum is present  
may also be adjourned in like manner and for such time or upon such call as may 
be determined by a majority vote of the stockholders present or represented by  
proxy and entitled to vote.  At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken   
which might have been transacted at the meeting as originally called.           

  Section 6.  Voting List.  The Secretary shall prepare and make, at least
-----------------------                                               
ten (10) days before every election of directors, a complete list of the        

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stockholders entitled to vote, arranged in alphabetical order and showing the   
address of each stockholder and the number of shares of each stockholder.  Such 
list shall be open at the place where the election is to be held or at the      
principal office of the of the Corporation for said ten (10) days, to the       
examination of any stockholder, and shall be produced and kept at the time and  
place of election during the whole time thereof, and subject to the inspection  
of any stockholder who may be present.                                          

   Section 7.  Voting.  Each stockholder entitled to vote at any meeting may
------------------                                                    
vote either in person or by proxy, but no proxy shall be voted on or after three
(3) years from its date, unless said proxy provides for a longer period.  Each  
stockholder entitled to vote shall at every meeting of the stockholders be      
entitled to one vote for each share of stock registered in his name on the      
record of stockholders.  At all meetings of stockholders all matters, except as 
otherwise provided by statute, shall be determined by the affirmative vote of   
the majority of shares present in person or by proxy and entitled to vote on the
subject matter.  Voting at meetings of stockholders need not be by written      
ballot.                                                                         

    Section 8.  Record Date of Stockholders.  The Board shall be authorized to
---------------------------------------                               
fix in advance a date not exceeding sixty (60) days nor less than ten (10) days 
preceding the date of any meeting of stockholders, and not exceeding sixty (60) 
days preceding the date for the payment of any dividend, or the date for the    
allotment of rights, or the date when any change or conversion or exchange of   
capital stock shall go into effect, or a date in connection with obtaining the  
consent of stockholders for any purposes, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any    
such change, conversion or exchange of capital stock, or to give such consent,  
and, in such case, such stockholders and only such stockholders as shall be     
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting, and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such   
rights, or to give such consent, as the case may be, notwithstanding any        
transfer of any stock on the books of the Corporation, after such record date   
fixed as aforesaid.                                                             

     Section 9.  Conduct of Meetings; Chairman; Vice-Chairman.  The Chairman or,
--------------------------------------------------------              
if there is no Chairman or in the Chairman's absence, the Vice Chairman of the  
Board (the "Vice Chairman"), if any, the Chief  Executive Officer, or Secretary,
shall preside at all regular or special meetings of stockholders.  To the       
maximum extent permitted by law, such presiding person shall have the power to  
set procedural rules, including but not limited to rules respecting the time    
allotted to stockholders to speak, governing all aspects of the conduct of such 
meetings.                                                                       

 ARTICLE III
 DIRECTORS

 Section 1.  Number and Qualifications.  The Board shall consist of such
-------------------------------------                                 
number as may be fixed from time to time by resolution of the Board.  The       
directors need not be stockholders.  Initially, there shall be one director.    

   Section 2.  Election of Directors.  The directors shall be elected by the
---------------------------------                                     
stockholders at the annual meeting of stockholders.                             

    Section 3. Duration of Office.  The directors chosen at any annual meeting
-----------------------------                                         
shall, except as hereinafter provided, hold office until their successors are   
elected and qualified or until their earlier resignation or removal.            

Section 4.  Removal and Resignation of Directors.  Any director may be
------------------------------------------------                      
removed from the Board, with or without cause, by the holders of a majority of  
the shares of capital stock entitled to vote at an election of directors, either
by written  consent or consents or at any special meeting of the stockholders   
called for that purpose, and the office of such director shall forthwith become 
vacant.                                                                         

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     Any director may resign at any time upon written notice to the Corporation.
Such resignation shall take effect at the time specified therein, and if no time
be specified, at the time of its receipt by the Chief Executive Officer or      
Secretary.  The acceptance of a resignation shall not be necessary to make it   
effective, unless so specified therein.                                         

Section 5.  Filling of Vacancies.  Any vacancy among the directors,   
--------------------------------                                      
occurring from any cause whatsoever, may be filled by a majority of the         
remaining directors, though less than a quorum, provided, however, that the     
stockholders removing any director may at the same meeting fill the vacancy     
caused by such removal, and provided further, that if the directors fail to fill
any such vacancy, the stockholders may at any special meeting called for that   
purpose fill such vacancy.  In case of any increase in the number of directors, 
the additional directors may be elected by the directors in office before such  
increase.                                                                       

Any person elected to fill a vacancy shall hold office, subject to the
right of removal as herein before provided, until his successor is elected and  
qualified.                                                                      

   Section 6.  Regular Meetings.  The Board shall hold an annual meeting for
----------------------------                                          
the purpose of organization and the transaction of any business immediately     
after the annual meeting of the stockholders, provided a quorum of directors is 
present.  Other regular meetings may be held at such times as may be determined 
from time to time by resolution of the Board.                                   

    Section 7.  Special Meetings.  Special meetings of the Board may be called
----------------------------                                          
by the Chairman or the Chief Executive Officer.                                 

 Section 8.  Notice and Place of Meetings.  Meetings of the Board may be
----------------------------------------                              
held at the principal office of the Corporation, or at such other place as shall
be stated in the notice of such meeting.  Notice of any special meeting, and,   
except as the Board may otherwise determine by resolution, notice of any regular
meeting also, shall be mailed to each director addressed to him at his residence
or usual place of business at least two (2) days before the day on which the    
meeting is to be held, or if sent to him at such place by telegraph or cable or 
electronic transmission, or delivered personally or by telephone, not later than
the day before the day on which the meeting is to be held.  No notice of the    
annual meeting of the Board shall be required if it is held immediately after   
the annual meeting of the stockholders and if a quorum is present.              

Section 9.  Business Transacted at Meetings, etc.  Any business may be
------------------------------------------------                      
transacted and any corporate  action may be taken at any regular or special     
meeting of the Board at which a quorum shall be present, whether such business  
or proposed action be stated in the notice of such meeting or not, unless       
special notice of such business or proposed action shall be required by statute.

   Section 10.  Quorum.  A majority of the Board at any time in office shall
-------------------                                                   
constitute a quorum.  At any meeting at which a quorum is present, the vote of a
majority of the members present shall be the act of the Board unless the act of 
a greater number is specifically required by law or by the Certificate of       
Incorporation or these Bylaws.  The members of the Board shall act only as the  
Board and the individual members thereof shall not have any powers as such.     

Section 11.  Compensation.  The directors shall not receive any stated
-------------------------                                             
salary for their services as directors, but by resolution of the Board a fixed  
fee and expenses of attendance may be allowed for attendance at each meeting.   
Nothing herein contained shall preclude any director from serving the           
Corporation in any other capacity, as an officer, agent or otherwise, and       
receiving compensation therefor.                                                

     Section 12.  Action Without a Meeting.  Any action required or permitted to
-------------------------------------                                 
be taken at any meeting of the Board, or of any committee thereof, may be taken 
without a meeting if all members of the Board or committee, as the case may be, 
consent thereto in writing, and the writing or writings are filed with the      
minutes of the proceedings of the Board or committees thereof.                  

   Section 13.  Meetings Through Use of  Communications  Equipment.  Members
---------------------------------------------------------------       
of the Board, or any committee designated by the Board, shall, except as        

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otherwise provided by law, the Certificate of Incorporation or these Bylaws,    
have the power to participate in a meeting of the Board, or any committee, by   
means of a conference telephone or similar communications equipment by means of 
which all persons participating in the meeting can hear each other, and such    
participation shall constitute presence in person at the meeting.               

    Section 14.  Chairman; Vice Chairman.  The Board may elect, from among the
------------------------------------                                  
directors, a Chairman.  The Chairman shall preside at all meetings of the       
stockholders and the Board at which the Chairman is present, and shall have such
powers and perform such duties as may from time to time be assigned to the      
Chairman by the Board.  The Chairman shall, except as herein otherwise provided,
hold office until the Chairman's successor shall have been elected and qualified
or until the Chairman resigns or is removed.  If the Board elects a Vice        
Chairman, the Vice Chairman shall, in the absence or disability of the Chairman,
perform the duties and exercise the powers of the Chairman and shall have such  
powers and perform such duties as may be assigned to the Vice Chairman by the   
Board.                                                                          

ARTICLE IV
COMMITTEES

     Section 1.  Executive  Committee.  The Board may, by resolution passed by a
--------------------------------                                      
majority of the whole Board, designate one (1) or more of their number to       
constitute an Executive Committee to hold office at the pleasure of the Board,  
which Committee shall, during the intervals between meetings of the Board, have 
and exercise all of the powers of the Board in the management of the business   
and affairs of the Corporation, subject only to such restrictions or limitations
as the Board may from time to time specify, or as limited by the Delaware       
General Corporation Law, and shall have power to authorize the seal of the      
Corporation to be affixed to all documents or instruments which may require it. 

   Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution of a majority of the whole Board.                

     Any person ceasing to be a director shall, without further action, cease to
be a member of the Executive Committee.                                         

     Any vacancy in the Executive  Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution of a majority of the     
whole Board.                                                                    

Section 2.  Other Committees.  Other committees, whose members shall  
----------------------------                                          
include at least one (1) director, may be appointed by the Board or the         
Executive Committee, which committees shall hold office for such time and have  
such powers and perform such duties as may from time to time be assigned to them
by the Board or the Executive Committee.                                        

    Any member of such a committee may be removed at any time, with or without
cause, by the Board or the  Executive Committee.  Any vacancy in a committee    
occurring from any cause whatsoever may be filled by the Board or the Executive 
Committee.                                                                      

     Any person ceasing to be a director shall, without further action, cease to
be a member of any committee.                                                   

     Section 3.  Resignation.  Any member of a committee may resign at any time.
-----------------------                                               
Such resignation shall be made in writing and shall take effect at the time     
specified therein, or, if no time be specified, at the time of its receipt by   
the Chief Executive Officer or Secretary.  The acceptance of a resignation shall
not be necessary to make it effective unless so specified therein.              

Section 4.  Quorum.  A majority of the members of a committee shall   
------------------                                                    
constitute a quorum.  The act of a majority of the members of a committee       
present at any meeting at which a quorum is present shall be the act of such    
committee.  The members of a committee shall act only as a committee, and the   
individual members thereof shall not have any powers as such.                   

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Section 5.  Record of  Proceedings, etc.  Each committee shall keep a 
---------------------------------------                               
record of its acts and proceedings, and shall report the same to the Board when 
and as required by the Board.                                                   

     Section 6.  Organization, Meetings, Notices, etc.  A committee may hold its
------------------------------------------------                      
meetings at the principal office of the Corporation, or at any other place that 
a majority of the committee may at any time agree upon.  Each committee may make
such rules as it may deem expedient for the regulation and carrying on of its   
meetings and proceedings.  Unless otherwise ordered by the Executive Committee, 
any notice of a meeting of such committee may be given by the Secretary of the  
Corporation or by the chairman of the committee and shall be sufficiently given 
if mailed to each member at the address of the member or usual place of business
at least two (2) days before the day on which the meeting is to be held, or if  
sent to the member at such place by telegraph or cable, or delivered personally 
or by telephone not later than 24 hours before the time at which the meeting is 
to be held.                                                                     

   Section 7.  Compensation.  The members of any committee shall be entitled
------------------------                                              
to such compensation as may be allowed them by resolution of the Board.         

 ARTICLE V
OFFICERS

    Section 1.  Designated Officers.  The officers of the Corporation shall be
-------------------------------                                       
a Chief Executive Officer, a President, a Treasurer, and a Secretary.  Other    
officers, including one or more Assistant Secretaries, , one or more Vice       
Presidents, a Chief Financial Officer and one or more Assistant Treasurers, may 
from time to time be appointed by the Directors, which other officers shall have
such powers and perform such duties prescribed in these Bylaws or by the Board  
of Directors or the officer or committee appointing them.                       

Section 2.  Election, Term of office and Qualifications.  The officers
-------------------------------------------------------               
shall be chosen by the Board.  Each such officer shall, except as herein        
otherwise provided, hold office until his successor shall have been elected and 
qualified or until his earlier resignation or removal.  The Chief Executive     
Officer shall be a director of the Corporation, and should the Chief Executive  
Officer cease to be a director, he shall, without further action, cease to be   
such officer.  Except as provided for by law, any multiple offices may be held  
by the same person.                                                             

Section 3. Duties of Officers.                                        
------------------------------                                        

          Section 3.1  Chief Executive Officer.  The Chief Executive Officer, if
------------------------------------                        
any, of the Corporation shall have, subject to the direction and control of the 
Board, general control and management of the business affairs and policies of   
the Corporation.  The Chief Executive Officer shall participate in long-range   
planning for the Corporation and shall be available to the other officers of the
Corporation for  consultation.  The Chief Executive Officer shall possess power 
to sign all certificates, contracts and other instruments of the Corporation.   
Unless a Chairman or Vice Chairman has been elected and is present, the Chief   
Executive Officer shall preside at all meetings of the stockholders and of the  
Board.  The Chief Executive Officer shall have power to call special meetings of
the stockholders, the Board or the Executive Committee at any time.  The Chief  
Executive Officer shall perform all such other duties as are incident to the    
Office of Chief Executive Officer or as determined by the Board.                

      Section 3.2  President.  The President of the Corporation, if any,
----------------------                                      
shall be subject to the direction and control of the Chief Executive Officer and
the Board and shall have general active management of the business affairs of   
the corporation.  The President shall participate in long-range planning for the
corporation and shall be available to the other officers of the corporation for 
consultation.  The President shall possess power to sign all certificates,      
contracts and other instruments of the corporation.  In the absence of a Chief  
Executive Officer being elected by the Board, the President shall assume all    
duties assigned to the Chief Executive Officer.  The President shall perform all
such other duties as are incident to the office of President or as determined by
the Board or the Chief Executive Officer.                                       

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          Section 3.3  Vice-Presidents.  If the President is absent or disabled,
----------------------------                                
the Vice-Presidents, if any (or if more than one, in the order prescribed by the
Board), shall have and may exercise and perform the authority and duties of the 
President.  The Vice-Presidents shall perform all such duties as are incident to
the office of the Vice-President or as determined by the Board, the Chief       
Executive Officer or the President.  If more than one Vice-President is elected,
the Vice-Presidents will have titles, seniority, and duties determined by the   
Board.                                                                          

         Section 3.4  Chief Financial Officer.  The Chief Financial Officer of
------------------------------------                        
the Corporation, if any, shall be responsible for maintaining the financial     
integrity of the Corporation, shall prepare the budget, financial plans and     
financial statements and reports for the Corporation and shall monitor the      
financial performance of the Corporation and its subsidiaries.  The Chief       
Financial Officer shall perform all such duties as are incident to the office of
the Chief Financial Officer or as determined by the Board, the Chief Executive  
Officer or the President.                                                       

          Section 3.5  Treasurer.  The Treasurer will have charge and custody of
----------------------                                      
and be responsible for all funds and securities of the corporation.  The        
Treasurer will deposit all such funds in the name of the corporation in the     
depositories or invest them in the investments designated or approved by the    
Board, and will authorize disbursement of the funds of the corporation in       
payment of just demands against the corporation or as may be determined by the  
Board on securing proper vouchers.  The Treasurer will render to the Board from 
time to time, as may be required, an account of all transactions as Treasurer,  
as well as perform other such duties as are incident to the Office of the       
Treasurer or as determined by the Board, the Chief Executive Officer or the     
President.                                                                      

          Section 3.6  Secretary.  The Secretary of the Corporation shall attend
----------------------                                      
all meetings of the stockholders and all meetings of the Board and record all   
the proceedings of the meetings of the stockholders and of the Board in a book  
to be kept for that purpose and shall perform like duties for the standing      
committees when required.  The Secretary shall give, or cause to be given,      
notice of all meetings of the stockholders and special meetings of the Board and
shall keep in safe custody the seal of the Corporation and, when authorized by  
the Board, affix the same to any instrument requiring it.  The Secretary shall  
perform all such other duties as are incident to the office of Secretary or as  
determined by the Board, the Chief Executive Officer, or the President.         

 Section 4.  Removal of Officers.  Any officer of the Corporation may be
-------------------------------                                       
removed from office, with or without cause, by a vote of a majority of the      
Board.                                                                          

    Section 5.  Resignation.  Any officer of the Corporation may resign at any
-----------------------                                               
time.  Such resignation shall be in writing and shall take effect at the time   
specified therein, and if no time be specified, at the time of its receipt by   
the Chief Executive Officer or Secretary.  The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.    

    Section 6.  Filling of Vacancies.  A vacancy in any office shall be filled
--------------------------------                                      
by the Board or by the authority appointing the predecessor in such office.     

    Section 7.  Compensation.  The compensation of the officers shall be fixed
------------------------                                              
by the Board, or by any committee upon whom power in that regard may be         
conferred by the Board.                                                         

ARTICLE VI
 CAPITAL STOCK

    Section 1.  Issue of Certificates of Stock.  Certificates of capital stock
------------------------------------------                            
shall be in such form as shall be approved by the Board.  They shall be numbered
in the order of their issue and shall be signed by the (i) the Chief  Executive 
Officer and (ii) the Secretary or any Assistant Secretary and the seal of the   

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Corporation or a facsimile thereof shall be impressed or affixed or reproduced  
thereon.  Where such certificates are signed by a transfer agent or an assistant
transfer agent or by a transfer clerk acting on behalf of the  Corporation and a
registrar, the signature of any such Chief Executive Officer, Secretary or      
Assistant Secretary, may be a facsimile.  In case any officer transfer agent or 
registrar  who signed, or whose facsimile signature has been placed on a        
certificate, shall have ceased to be an officer, transfer agent or registrar    
before such certificate is issued, it may be issued by the Corporation, with the
same effect as if such person were such officer, transfer agent or registrar at 
the date of issue.                                                              

   Section 2.  Registration and Transfer of Shares.  The name of each person
-----------------------------------------------                       
owning a share of the capital stock of the Corporation shall be entered on the  
books of the Corporation together with the number of shares held by him, the    
numbers of the certificates covering such shares and the dates of issue of such 
certificates.  The shares of stock of the Corporation shall be transferable on  
the books of the Corporation by the holders thereof in person, or by their duly 
authorized attorneys or legal representatives, on surrender and cancellation of 
certificates for a like number of shares, accompanied by an assignment or power 
of transfer endorsed thereon or attached thereto, duly executed, and with such  
proof of the  authenticity of the signature as the Corporation or its agents may
reasonably require.  A record shall be made of each transfer.                   

   The Board may make other and further rules and regulations concerning the
transfer and registration of certificates  for stock and may appoint a transfer 
agent or registrar or both and may require all certificates of stock to bear the
signature of either or both.                                                    

    Section 3.  Lost, Destroyed and Mutilated Certificates.  The holder of any
------------------------------------------------------                
stock of the Corporation shall immediately notify the Corporation of any loss,  
theft, destruction or mutilation of the certificates therefor.  The Corporation 
may issue a new certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost, stolen or destroyed, and the Board may, 
in its discretion, require the owner of the lost, stolen or destroyed           
certificate, or his legal representatives, to give the Corporation a bond, in   
such sum not exceeding double the value of the stock and with such surety or    
sureties as they may require, to indemnify it against any claim that may be made
against it by reason of the issue of such new certificate and against all other 
liability in the premises, or may remit such owner to such remedy or remedies as
he may have under the laws of the State of Delaware.                            

 ARTICLE VII
DIVIDENDS, SURPLUS, ETC.

  The Board shall have power to fix and vary the amount to be set aside or
reserved as working capital of the Corporation, or as reserves, or for other    
proper purposes of the Corporation, and, subject to the requirements of the     
Certificate of Incorporation, to determine whether any, if any, part of the     
surplus or net profits of the Corporation shall be declared as dividends and    
paid to the stockholders, and to fix the date or dates for the payment of       
dividends.                                                                      

ARTICLE VIII
 MISCELLANEOUS PROVISIONS.

     Section 1.  Fiscal Year. The fiscal year of the  Corporation shall commence
-----------------------                                               
on the 1st day of November and end on the 31st day of October in each year.     

   Section 2.  Corporate  Seal.  The corporate seal shall be in such form as
---------------------------                                           
approved by the Board and may be altered at their  pleasure.  The corporate seal
may be used by causing it or a facsimile thereof to be impressed or affixed or  
reproduced or otherwise.                                                        

  Section 3.  Notices.  Except as otherwise expressly provided, any notice
-------------------                                                   
required by these Bylaws to be given shall be sufficient if deposited in the    
mail, postage prepaid, addressed to the person entitled thereto at his address, 
as the same appears upon the books of the Corporation, or by telegraphing or    
cabling the same to such person at such addresses; and such notice shall be     
deemed to be given at the time it is mailed, telegraphed or cabled.             

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     Section 4.  Waiver of Notice.  Any stockholder or director may at any time,
----------------------------                                          
by writing or by telegraph or by cable, waive any notice required to be given   
under these Bylaws, and if any stockholder or director shall be present at any  
meeting for any purpose other than objecting at the beginning of the meeting to 
the transaction of any business because the meeting is not lawfully called or   
convened, his presence shall constitute a waiver of such notice.                

   Section 5.  Checks,  Drafts, etc.  All checks, drafts or other orders for
--------------------------------                                      
the payment of money, notes or other evidences of indebtedness issued in the    
name of the Corporation, shall be signed by such officer or officers, agent or  
agents of the Corporation, and in such manner, as shall from time to time be    
designated by resolution of the Board.                                          

     Section 6.  Deposits.  All funds of the Corporation shall be deposited from
--------------------                                                  
time to time to the credit of the Corporation in such bank or banks, trust      
companies or other depositories as the Board may select, and, for the purpose of
such deposit, checks, drafts, warrants and other orders for the payment of money
which are payable to the order of the Corporation, may be endorsed for deposit, 
assigned and delivered by any officer of the Corporation, or by such agents of  
the Corporation as the Board or the Chief Executive Officer may authorize for   
that purpose.                                                                   

Section 7.  Voting Stock of Other Corporations.  Except as otherwise  
----------------------------------------------                        
ordered by the Board or the Executive Committee, the Chief Executive Officer    
shall have full power and authority on behalf of the Corporation to attend and  
to act and to vote at any meeting of the stockholders of any corporation of     
which the Corporation is a stockholder and to execute a proxy to any other      
person to represent the Corporation at any such meeting, and at any such meeting
the Chief Executive Officer or the holder of any such proxy, as the case may be,
shall possess and may exercise any and all rights and powers incident to        
ownership of such stock and which, as owner thereof, the Corporation might have 
possessed and exercised if present.  The Board or the Executive Committee may   
from time to time confer like powers upon any other person or persons.          

 Section 8.  Indemnification of Officers and Directors.  The Corporation
-----------------------------------------------------                 
shall indemnify any and all of its directors or officers, including former      
directors or officers,  and any employee, who shall serve as an officer or      
director of any corporation at the request of this Corporation, to the fullest  
extent permitted under and in accordance with the laws of the State of Delaware,
and shall pay expenses in advance related to such indemnification to the fullest
extent permitted under and in accordance with the laws of the State of Delaware.

ARTICLE IX
 AMENDMENT OF BYLAWS

  The Board shall have the power to make, rescind, alter, amend and repeal
these Bylaws, provided, however, that the stockholders shall have power to      
rescind, alter, amend or repeal any Bylaws made by the Board, and to enact      
Bylaws which if so expressed shall not be rescinded, altered, amended or        
repealed by the Board.  No change of the time or place for the annual meeting of
the stockholders for the election of directors shall be made except in          
accordance with the laws of the State of Delaware.                              

Adopted by the Board on October  ____, 2002.                                    

                     _______________________________
                     Christopher Schwartz, Secretary

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                                                                       EXHIBIT D

THE 2001 SOUTH CAROLINA CODE OF LAWS

TITLE 33 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
 CHAPTER 13.

DISSENTERS' RIGHTS

ARTICLE 1.
RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

SECTION 33-13-101. Definitions.                                                 

In this chapter:                                                                

     (1)     "Corporation"  means  the  issuer of the shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger
or  share  exchange  of  that  issuer.                                          

     (2)     "Dissenter"  means  a  shareholder  who is entitled to dissent from
corporate  action  under Section 33-13-102 and who exercises that right when and
in  the  manner  required  by  Sections  33-13-200  through  33-13-280.         

     (3)  "Fair value", with respect to a dissenter's shares, means the value of
the  shares immediately before the effectuation of the corporate action to which
the  dissenter  objects,  excluding  any  appreciation  or  depreciation  in    
anticipation  of  the corporate action to which the dissenter objects, excluding
any  appreciation or depreciation in anticipation of the corporate action unless
exclusion  would  be inequitable. The value of the shares is to be determined by
techniques  that  are  accepted  generally  in  the  financial  community.      

     (4)  "Interest"  means  interest  from  the effective date of the corporate
action  until  the  date  of  payment, at the average rate currently paid by the
corporation  on its principal bank loans or, if none, at a rate that is fair and
equitable  under  all  the  circumstances.                                      

     (5)  "Record  shareholder"  means  the  person  in  whose  name  shares are
registered  in the records of a corporation or the beneficial owner of shares to
the  extent  of  the  rights  granted  by  a  nominee certificate on file with a
corporation.                                                                    

     (6)     "Beneficial shareholder" means the person who is a beneficial owner
of  shares  held  by  a  nominee  as  the  record  shareholder.                 

     (7)     "Shareholder"  means  the  record  shareholder  or  the  beneficial
shareholder.                                                                    

SECTION 33-13-102. Right to dissent.                                            

     (A)     A  shareholder  is  entitled to dissent from, and obtain payment of
the  fair  value  of,  his shares in the event of any of the following corporate
actions:                                                                        

(1)     consummation of a plan of merger to which the corporation is a
party  (i)  if  shareholder  approval  is  required  for  the  merger by Section
33-11-103  or  the  articles of incorporation and the shareholder is entitled to
vote  on  the  merger  or (ii) if the corporation is a subsidiary that is merged
with  its parent under Section 33-11-104 or 33-11-108 or if the corporation is a
parent  that  is  merged  with  its  subsidiary  under  Section  33-11-108;     

     (2)     consummation  of  a plan of share exchange to which the corporation
is  a  party  as  the  corporation  whose  shares  are  to  be  acquired, if the
shareholder  is  entitled  to  vote  on  the  plan;                             

     (3)     consummation of a sale or exchange of all, or substantially all, of
the  property  of  the corporation other than in the usual and regular course of
business,  if  the  shareholder  is  entitled  to  vote on the sale or exchange,

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including  a  sale  in  dissolution,  but not including a sale pursuant to court
order or a sale for cash pursuant to a plan by which all or substantially all of
the  net proceeds of the sale must be distributed to the shareholders within one
year  after  the  date  of  sale;                                               

     (4)     an  amendment  of the articles of incorporation that materially and
adversely  affects  rights  in  respect  of  a  dissenter's  shares  because it:

          (i)     alters  or  abolishes  a  preferential  right  of  the shares;

        (ii)     creates,  alters,  or  abolishes  a  right  in  respect  of
redemption,  including  a provision respecting a sinking fund for the redemption
or  repurchase,  of  the  shares;                                               

          (iii)     alters  or abolishes a preemptive right of the holder of the
shares  to  acquire  shares  or  other  securities;                             

          (iv)     excludes  or  limits  the  right of the shares to vote on any
matter,  or  to  cumulate  votes,  other  than  a limitation by dilution through
issuance  of  shares  or  other  securities  with  similar  voting  rights;  or 

          (v)     reduces  the  number  of  shares owned by the shareholder to a
fraction  of  a  share  if the fractional share so created is to be acquired for
cash  under  Section  33-6-104;  or                                             

     (5)     in  the case of corporations which are not public corporations, the
approval  of  a  control share acquisition under Article 1 of Chapter 2 of Title
35;                                                                             

     (6)     any  corporate  action to the extent the articles of incorporation,
bylaws,  or  a  resolution  of  the  board  of directors provides that voting or
nonvoting  shareholders  are  entitled  to  dissent and obtain payment for their
shares.                                                                         

     (B)  Notwithstanding  subsection  (A),  no  dissenters'  rights  under this
section  are available for shares of any class or series of shares which, at the
record date fixed to determine shareholders entitled to receive notice of a vote
at  the meeting of shareholders to act upon the agreement of merger or exchange,
were either listed on a national securities exchange or designated as a national
market  system  security  on  an  interdealer  quotation  system by the National
Association  of  Securities  Dealers,  Inc.                                     

SECTION 33-13-103. Dissent by nominees and beneficial owners.                   

     (a)     A record shareholder may assert dissenters' rights as to fewer than
all  the  shares  registered in his name only if he dissents with respect to all
shares  beneficially  owned  by  any  one person and notifies the corporation in
writing  of  the  name  and  address  of  each person on whose behalf he asserts
dissenters'  rights. The rights of a partial dissenter under this subsection are
determined  as  if  the  shares  to  which he dissents and his other shares were
registered  in  the  names  of  different  shareholders.                        

     (b)     A beneficial shareholder may assert dissenters' rights as to shares
held on his behalf only if he dissents with respect to all shares of which he is
the  beneficial  shareholder  or  over  which he has power to direct the vote. A
beneficial shareholder asserting dissenters' rights to shares held on his behalf
shall  notify  the  corporation in writing of the name and address of the record
shareholder  of  the  shares,  if  known  to  him.                              

ARTICLE 2.
PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

SECTION 33-13-200. Notice of dissenters' rights.                                

     (a)     If  proposed  corporate  action  creating  dissenters' rights under
Section 33-13-102 is submitted to a vote at a shareholders' meeting, the meeting
notice must state that shareholders are or may be entitled to assert dissenters'
rights  under  this  chapter  and  be  accompanied  by  a  copy of this chapter.

     (b)     If  corporate  action  creating  dissenters'  rights  under Section
33-13-102  is taken without a vote of shareholders, the corporation shall notify
in  writing  all  shareholders  entitled  to  assert dissenters' rights that the
action  was  taken  and  send  them  the dissenters' notice described in Section
33-13-220.                                                                      

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SECTION 33-13-210. Notice of intent to demand payment.                          

     (a)     If  proposed  corporate  action  creating  dissenters' rights under
Section  33-13-102  is  submitted  to  a  vote  at  a  shareholders'  meeting, a
shareholder  who  wishes  to  assert  dissenters'  rights  (1)  must give to the
corporation  before  the  vote  is  taken written notice of his intent to demand
payment  for  his  shares if the proposed action is effectuated and (2) must not
vote his shares in favor of the proposed action. A vote in favor of the proposed
action  cast  by  the  holder  of a proxy solicited by the corporation shall not
disqualify  a  shareholder  from  demanding  payment  for  his shares under this
chapter.                                                                        

     (b)     A  shareholder  who does not satisfy the requirements of subsection
(a)  is  not  entitled  to  payment  for  his  shares  under  this  chapter.    

SECTION 33-13-220. Dissenters' notice.                                          

     (a)     If  proposed  corporate  action  creating  dissenters' rights under
Section  33-13-102  is  authorized  at  a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who satisfied the
requirements  of  Section  33-13-210(a).                                        

     (b)     The  dissenters'  notice  must  be delivered no later than ten days
after  the  corporate  action  was  taken  and  must:                           

     (1)     state  where the payment demand must be sent and where certificates
for  certificated  shares  must  be  deposited;                                 

     (2)     inform  holders of uncertificated shares to what extent transfer of
the  shares  is  to  be  restricted  after  the  payment  demand  is  received; 

     (3)     supply  a  form for demanding payment that includes the date of the
first announcement to news media or to shareholders of the terms of the proposed
corporate  action  and  requires  that  the  person asserting dissenters' rights
certify whether or not he or, if he is a nominee asserting dissenters' rights on
behalf  of  a  beneficial  shareholder,  the  beneficial  shareholder  acquired 
beneficial  ownership  of  the  shares  before  that  date;                     

     (4)     set  a  date  by  which  the  corporation  must receive the payment
demand,  which  may  not be fewer than thirty nor more than sixty days after the
date the subsection (a) notice is delivered and set a date by which certificates
for  certificated shares must be deposited, which may not be earlier than twenty
days  after  the  demand  date;  and                                            

(5)     be  accompanied  by  a  copy  of  this  chapter.              

SECTION 33-13-230. Shareholders' payment demand.                                

     (a)     A  shareholder  sent  a  dissenters'  notice  described  in Section
33-13-220 must demand payment, certify whether he (or the beneficial shareholder
on  whose  behalf  he  is  asserting  dissenters'  rights)  acquired  beneficial
ownership  of  the  shares  before  the date set forth in the dissenters' notice
pursuant  to Section 33-13-220(b)(3), and deposit his certificates in accordance
with  the  terms  of  the  notice.                                              

    (b)     The  shareholder  who  demands  payment  and  deposits  his  share
certificates  under  subsection  (a)  retains  all other rights of a shareholder
until  these  rights  are  canceled  or  modified  by the taking of the proposed
corporate  action.                                                              

     (c)  A  shareholder who does not comply substantially with the requirements
that  he  demand payment and deposit his share certificates where required, each
by  the  date  set in the dissenters' notice, is not entitled to payment for his
shares  under  this  chapter.                                                   

SECTION 33-13-240. Share restrictions.                                          

     (a)     The  corporation may restrict the transfer of uncertificated shares
from  the  date  the  demand for payment for them is received until the proposed
corporate  action  is  taken  or  the  restrictions  are  released under Section
33-13-260.                                                                      

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    (b)     The  person  for  whom  dissenters'  rights  are  asserted  as  to
uncertificated  shares  retains  all  other  rights of a shareholder until these
rights  are canceled or modified by the taking of the proposed corporate action.

SECTION 33-13-250. Payment.                                                     

     (a)     Except  as  provided  in Section 33-13-270, as soon as the proposed
corporate  action is taken, or upon receipt of a payment demand, the corporation
shall  pay  each dissenter who substantially complied with Section 33-13-230 the
amount  the  corporation  estimates  to  be  the  fair value of his shares, plus
accrued  interest.                                                              

(b)     The  payment  must  be  accompanied  by:                      

     (1)     the  corporation's  balance  sheet  as  of the end of a fiscal year
ending  not  more  than  sixteen  months  before  the date of payment, an income
statement for that year, a statement of changes in shareholders' equity for that
year,  and  the  latest  available  interim  financial  statements,  if  any;   

     (2)     a  statement of the corporation's estimate of the fair value of the
shares  and  an  explanation  of  how  the  fair  value  was  calculated;       

(3)     an  explanation  of  how  the  interest  was  calculated;     

(4)     a  statement  of  the  dissenter's  right to demand additional
payment  under  Section  33-13-280;  and                                        

(5)     a  copy  of  this  chapter.                                   

SECTION 33-13-260. Failure to take action.                                      

     (a)     If  the  corporation does not take the proposed action within sixty
days after the date set for demanding payment and depositing share certificates,
the  corporation,  within  the same sixty-day period, shall return the deposited
certificates  and  release  the  transfer restrictions imposed on uncertificated
shares.                                                                         

     (b)     If,  after  returning deposited certificates and releasing transfer
restrictions,  the  corporation  takes  the  proposed action, it must send a new
dissenters'  notice  under  Section  33-13-220  and  repeat  the  payment demand
procedure.                                                                      

SECTION 33-13-270. After-acquired shares.                                       

     (a)     A  corporation  may  elect  to withhold payment required by section
33-13-250 from a dissenter as to any shares of which he (or the beneficial owner
on whose behalf he is asserting dissenters' rights) was not the beneficial owner
on  the  date  set  forth  in  the  dissenters'  notice as the date of the first
announcement  to  news  media  or  to  shareholders of the terms of the proposed
corporate  action,  unless  the beneficial ownership of the shares devolved upon
him  by  operation of law from a person who was the beneficial owner on the date
of  the  first  announcement.                                                   

     (b)     To  the  extent  the  corporation  elects to withhold payment under
subsection  (a),  after  taking the proposed corporate action, it shall estimate
the  fair  value of the shares, plus accrued interest, and shall pay this amount
to  each  dissenter  who agrees to accept it in full satisfaction of his demand.
The  corporation  shall  send  with its offer a statement of its estimate of the
fair value of the shares, an explanation of how the fair value and interest were
calculated,  and  a  statement  of  the  dissenter's  right to demand additional
payment  under  Section  33-13-280.                                             

SECTION 33-13-280. Procedure if shareholder dissatisfied with payment or offer. 

     (a)     A  dissenter  may  notify  the  corporation  in  writing of his own
estimate  of  the fair value of his shares and amount of interest due and demand
payment of his estimate (less any payment under Section 33-13-250) or reject the
corporation's offer under Section 33-13-270 and demand payment of the fair value
of  his  shares  and  interest  due,  if  the:                                  

        (1)     dissenter  believes  that  the  amount  paid  under  Section
33-13-250  or offered under Section 33-13-270 is less than the fair value of his
shares  or  that  the  interest  due  is  calculated  incorrectly;              

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     (2)     corporation  fails  to  make  payment under Section 33-13-250 or to
offer  payment  under Section 33-13-270 within sixty days after the date set for
demanding  payment;  or                                                         
     (3)     corporation,  having  failed  to take the proposed action, does not
return  the  deposited certificates or release the transfer restrictions imposed
on  uncertificated  shares  within  sixty  days after the date set for demanding
payment.                                                                        

(b)     A  dissenter  waives  his  right to demand additional payment under this
section  unless  he  notifies  the  corporation  of  his demand in writing under
subsection  (a) within thirty days after the corporation made or offered payment
for  his  shares.                                                               
ARTICLE 3.
JUDICIAL APPRAISAL OF SHARES

SECTION 33-13-300  Court action.                                                

     (a)     If  a demand for additional payment under Section 33-13-280 remains
unsettled,  the  corporation shall commence a proceeding within sixty days after
receiving  the demand for additional payment and petition the court to determine
the  fair  value of the shares and accrued interest. If the corporation does not
commence the proceeding within the sixty-day period, it shall pay each dissenter
whose  demand  remains  unsettled  the  amount  demanded.                       

     (b)     The  corporation shall commence the proceeding in the circuit court
of  the  county  where  the  corporation's principal office (or, if none in this
State,  its  registered  office)  is  located.  If  the corporation is a foreign
corporation  without  a  registered  office in this State, it shall commence the
proceeding  in  the county in this State where the principal office (or, if none
in this State, the registered office) of the domestic corporation merged with or
whose  shares  were  acquired  by  the  foreign  corporation  was  located.     

     (c)  The corporation shall make all dissenters (whether or not residents of
this  State)  whose  demands remain unsettled parties to the proceeding as in an
action  against  their  shares and all parties must be served with a copy of the
petition.  Nonresidents  may  be  served  by  registered or certified mail or by
publication,  as  provided  by  law.                                            

     (d)  The  jurisdiction  of  the  court in which the proceeding is commenced
under  subsection (b) is plenary and exclusive. The court may appoint persons as
appraisers  to  receive evidence and recommend decisions on the question of fair
value.  The appraisers have the powers described in the order appointing them or
in any amendment to it. The dissenters are entitled to the same discovery rights
as  parties  in  other  civil  proceedings.                                     

     (e)     Each  dissenter  made  a  party  to  the  proceeding is entitled to
judgment  for the amount, if any, by which the court finds the fair value of his
shares,  plus  interest,  exceeds  the  amount  paid  by  the  corporation.     

SECTION 33-13-310. Court costs and counsel fees.                                

     (a)     The  court  in  an  appraisal  proceeding  commenced  under Section
33-13-300  shall determine all costs of the proceeding, including the reasonable
compensation  and expenses of appraisers appointed by the court. The court shall
assess the costs against the corporation, except that the court may assess costs
against  all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in  good  faith  in  demanding  payment  under  Section  33-13-280.             

     (b)     The  court  also  may  assess  the fees and expenses of counsel and
experts  for  the  respective  parties,  in  amounts  the court finds equitable:

     (1)     against  the  corporation  and in favor of any or all dissenters if
the  court  finds  the  corporation  did  not  comply  substantially  with  the 
requirements  of  Sections  33-13-200  through  33-13-280;  or                  

     (2)     against  either  the  corporation  or  a dissenter, in favor of any
other  party,  if  the  court  finds  that  the  party against whom the fees and
expenses  are assessed acted arbitrarily, vexatiously, or not in good faith with
respect  to  the  rights  provided  by  this  chapter.                          

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(c)     If  the  court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the corporation, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded the
dissenters  who  were  benefited.                                               

(d)     In  a  proceeding commenced by dissenters to enforce the liability under
Section  33-13-300(a)  of a corporation that has failed to commence an appraisal
proceeding  within the sixty-day period, the court shall assess the costs of the
proceeding  and  the  fees  and  expenses  of  dissenters'  counsel  against the
corporation  and  in  favor  of  the  dissenters.                               

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Filed as of / Effective on:	11/5/02
Filed on:	11/4/02	2	22
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Filing Submission 0001144204-02-001183 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trimedia Entertainment Group Inc – ‘DEF 14A’ for 11/18/02

On: Monday, 11/4/02, at 6:43pm ET · As of: 11/5/02 · Effective: 11/5/02 · For: 11/18/02 · Accession #: 1144204-2-1183 · File #: 0-49865

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Schedule 14A
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