Drayton Richdale Corp – ‘PRE 14A’ for 5/12/00

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               39    144K 

Document Table of Contents

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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 (AMENDMENT NO.  )

Filed  by  the  registrant                    [X]                               

Filed  by  a  party  other  than  the  registrant  [_]                          

Check  the  appropriate  box:                                                   

[X]  Preliminary  proxy  statement                                              

[_]  Confidential,  for  use  of  the  Commission  only  (as  permitted  by     
Rule  14a-6(e)(2))                                                    

[_]  Definitive  proxy  statement                                               

[_]  Definitive  additional  materials                                          

[_]  Soliciting  material  pursuant  to  Rule  14a-12                           

legalopinion.com                                                      
------------------------------------------------------------------------------  
     (Name  of  Registrant  as  Specified  in  Its  Charter)

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

Payment  of  filing  fee  (check  the  appropriate  box):                       

[X]  No  fee  required                                                          

[_]  Fee  computed  on  table  below per Exchange Act Rules 14a-6(i)(1) and 0-11

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

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

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

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

      (3)  Per  unit  price  or  other  underlying value of transaction computed
pursuant  to  Exchange  Act  Rule  0-11                       

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

(4)  Proposed  maximum  aggregate  value  of  transaction:          

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

(5)  Total  fee  paid:                                              

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

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[_]  Fee  paid  previously  with  preliminary  materials.                       

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

(1)  Amount  previously  paid:                                        

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

(2)  Form,  schedule  or  registration  statement  no.:               

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(3)  Filing  party:                                                   

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(4)  Date  filed:                                                     

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legalopinion.com
 formerly Eurotronics Holdings, Inc.
 Two Union Square, 42nd Floor, 601 Union Street, Seattle, WA 98101

 NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 23, 2000

To  the  shareholders  of  legalopinion.com:                                    

       NOTICE  IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders (the
"Meeting")  of  legalopinion.com  will  be  held at 34700 Pacific Coast Highway,
Suite  303,  Capistrano  Beach,  California  92624, on June 23, 2000 at 10:00am,
local  time,  and  for  the  following  purposes:                               

 Purposes of the Meeting

       The  Meeting  is  called  by the Management to consider and vote upon the
following  Proposals  and to transact such other business as may come before the
Meeting  or  any  postponement  or  adjournment  thereof.                       

PROPOSAL  No.  1  Ratify  or  excuse  present management for corporate inaction,
before  the  change  of control as of August 9, 1999, and for missing records in
the  minute  book  for  the  period  September  30,  1997  to December 31, 1997.

PROPOSAL  No. 2  Ratify our previous acquisition of legalopinion.com, formerly a
private  Alberta  corporation.                                                  

PROPOSAL  No.  3  Approve  that certain Agreement for purchase of $42,000,000 of
media  advertising  in  exchange  for  the  issuance  of shares of common stock.

PROPOSAL  No.  4  Approve  a  shelf  registration  for  the  issuance  of  up to
28,000,000  shares  of common stock in connection with the obligations for media
advertising  in  Proposal No. 3 and to raise additional capital for the Company.

PROPOSAL  No.  5  Approve  that  certain  stock  option  plan.                  

PROPOSAL No. 6  Ratify Management's decision to engage new Auditors, and approve
the  appointment  of KPMG as our new corporate auditors, beginning in year 2000.

 PROPOSAL  No.  7  Approve  an  increase  of  authorized  shares to 200,000,000.

PROPOSAL  No.  8  Elect  Directors  to  serve  until  the  next  meeting  of  
shareholders.                                                                   

       Only  holders  of  record  of  the Company's common stock at the close of
business on the "Record  Date" shall  be entitled to notice of and to vote at   
the Meeting. The  vote of each shareholder  will  be  important at this Meeting.

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       Your  attention  is directed to the accompanying Proxy Statement. You are
urged  to attend in person or by proxy. If you do not plan to attend personally,
and  wish  to  have  your  vote counted, you are urged to execute and return the
attached  Proxy  at  your earliest convenience. Please Return Proxies to William
Stocker,  34700  Pacific  Coast Highway, Suite 303, Capistrano Beach, California
92624.  The  prompt  return  of the proxy will be of assistance in preparing for
the  Meeting  and  your cooperation in this respect will be greatly appreciated.

Dated:  May  15th,  2000                                                        

By  Order  of  the  Board  of  Directors:                                       

_____________/S/_____________                                                   
John  Marencik                                                                  
President  and  CEO                                                             

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legalopinion.com
 formerly Eurotronics Holdings, Inc.
 Two Union Square, 42nd Floor, 601 Union Street, Seattle, WA 98101

 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
 JUNE 23, 2000

       This  Proxy Statement is furnished in connection with the solicitation of
Proxies  by  the  Board  of Directors of legalopinion.com, a Nevada Corporation,
(the  "Company"), to be voted at a Meeting of Shareholders (the "Meeting") to be
held  at  34700  Pacific  Coast Highway, Suite 303, Capistrano Beach, California
92624,  on  June 23, 2000 at 10:00am, local time, and for the purposes stated in
the  notice  of  shareholders  meeting  furnished  herewith.                    

        The  Proposals  as  described  herein  are  submitted  to  the Company's
shareholders  after  due  consideration and upon recommendation by the Company's
Board  of Directors. Solicitations will be made by mail and expenses incurred in
connection  with  the  solicitation will be borne by the Company. This statement
was  sent  on  May 26, 2000 to all the shareholders of record as of the close of
business  on  May  15,  2000  (the  "Record  Date")  stated  in  the  notice  of
shareholders  meeting  furnished  herewith.                                     

 THE PROXY

       The  enclosed Proxy, even though executed and returned, may be revoked at
any  time  before  being  voted,  by  written notice, mailed or delivered to the
Company,  or  by  a request for return of the Proxy at the Meeting. By returning
your  signed  proxy on the enclosed form, you authorize the proxy holder to vote
your  shares  as  you  indicate  on the items of business to be presented at the
meeting  and  to  vote  your  shares  in accordance with the proxy holder's best
judgment  in  response to proposals initiated by others at the meeting. Proxies,
which  are  executed  but  do not specify a vote for, against, or in abstention,
will  be voted for the proposals contained herein. The proxy must be received by
the  Company  prior  to  the  Meeting  to  be  effective.                       

        All costs incurred for the solicitation of proxies shall be borne by the
Company.  The  Company  anticipates  paying  no  other  compensation  for  the  
solicitation  of proxies, but the Company may reimburse brokers or other persons
holding  stock  in  their  names,  or in the names of nominees, for the expenses
incurred  in  transmitting  proxy  materials  to  the  principals.              

 VOTING SECURITIES

        The  Company  presently  has only one class of voting stock outstanding,
namely  its common stock. This Company's Common Voting Stock of par value $0.001
per  share,  of  which  50,000,000  Total  Authorized  shares are authorized and
32,151,942  shares  are  issued  and  outstanding  as of the closing date on the
Record  Date.  Each outstanding share is entitled to one vote. Only shareholders
of record at the close of business on the Record Date are entitled to notice and
to  vote  at the Meeting. The presence at the Meeting in person or by Proxy of a
majority  of  the  shares  entitled  to  vote  shall constitute a quorum for the
transaction  of  business.                                                      

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DISSENTERS' RIGHTS

       There  are no proposals made by management for the present acquisition of
any  businesses  or  assets  which  would  give  rise  to  dissenter's rights to
appraisal  or  repurchase of shares. However in Proposal 2, we seek approval and
ratification  for  our  former acquisition of our current businesses and assets.
Accordingly,  the  following  information:  The  actions described in this proxy
statement  involve  our  previous  acquisition  of  our  present  subsidiary and
businesses by a reorganization of the Company as a wholly owned subsidiary. The 
Company is currently organized as a Nevada Corporation, and Nevada law provides 
a mechanism for shareholders that disagree with the reorganization to sell their
securities back to the Corporation at a price established in accordance with the
statute.  This  mechanism  is  known as dissenters' rights. The full text of the
dissenters'  rights  statutes  may be found in Nevada Code '30-1-1301, et seq. A
full  copy  of  the  dissenters'  rights  statute will be provided to interested
shareholders  upon  request.  In  summary  form the dissenters rights provisions
allow  shareholders  that disagree with certain actions to obtain the fair value
of their shares. In order to comply with the statute, the Company is required to
give  notice  of  the  availability of dissenters rights, and the shareholder is
then  obligated  to  notify  the Company of the shareholder's intent to exercise
dissenters'  rights and demand payment. The Company is then obligated to pay the
fair  value  of  the  shares  to  the  demanding  shareholder.  Procedures  are 
established  for  determining  fair  value  in  the event of a disagreement. The
statute  also  covers  other  details  concerning  the  process  for dissenting.

        There  are  exceptions for the availability of dissenters' rights in the
event  that  a  Company  is  publicly held and its shares are publicly traded or
quoted.  The  Company  intends  to  offer  dissenters'  rights  to  dissenting  
shareholders, and intends to pay such dissenting shareholders the fair value for
their  shares.  The  fair  value  provided by law is not the same as the current
market value. A dissenter from our acquisition is not entitled to the benefit of
the  acquisition  in  determining  the  fair  value  of  their shares. We do not
recommend  that  shareholders  dissent,  for the reason that the acquisition has
enhanced  the  value  of  shares  of  our  common  stock.                       

        In  order  to  assert  dissenters' rights, a dissenting shareholder must
provide  the  Company  with a written notice of intent to demand payment for the
shares  if  the  proposed  ratification  action  is approved. The notice must be
delivered  to the Company before the shareholders meeting on the reorganization.
In  addition,  such  dissenting shareholder must not vote in favor of the action
dissented  from.                                                                

 PROPOSALS BY SHAREHOLDERS

       A  shareholder  proposal  is  your recommendation or requirement that the
Company or its Board of Directors take action which action you intend to propose
at  the Meeting. Your proposal should state as clearly as possible the course of
action that you believe the company should follow. If your proposal is placed on
the  company's  proxy  ballot,  the company must also provide in the form of the
proxy  ballot, boxes for shareholders to vote in favor, against,                
or  to abstain. The Next Annual Meeting of shareholders is tentatively scheduled
for  the  third  Friday  in  June  of  year  2001. If you desire to place such a
proposal  before  shareholders  at  the next annual meeting of shareholders, you
must  do  so  in  compliance  with regulations and procedures established by the
Securities  and  Exchange  Commission.  The  deadline for submitting shareholder
proposals  within  this  process  is  March  15,  2001.                         

Item  1.  Our  Company.  Please see our Annual Report on Form 10-K-SB (furnished
with  this Information Statement) for further information. Our company is an SEC
reporting  Company.                                                             

Item 2.  Business to be Acquired. There are no businesses or assets sought to be
acquired  by  us  at  the  Meeting.  However in Proposal 2, we seek approval and
ratification  for  our  former acquisition of our current businesses and assets.

Item  3.  Change  of  Control of the Company. No proposal or action proposed for
the  Meeting  involves  any  change  of  control  of  our  company.             

Item  4.  Discussion  of  Specific  Proposals.                                  

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PROPOSAL No. 1

Ratify or excuse present management for corporate inaction, before the change of
control as of August 9, 1999, and for missing records in the minute book for the
period  September  30,  1997  to  December  31,  1997.                          

        Our  company  was  inactive and dormant from late 1997 until its present
management  acquired  control  about  August  9, 1999. We have reconstructed the
history of our corporation and reported it in our Annual Report which we provide
you with this statement. Notwithstanding our best efforts, we have not been able
to locate or supply our minute book with entries from September 30, 1997 through
December  31  of  that year. This proposal discloses that our present management
has  been  in  control of our company only since August 9, 1999, and we ask that
shareholders  ratify  our actions since that date, to reorganize our company for
the  benefit  of  shareholders,  and that shareholders acknowledge the period of
inaction,  and  ratify  that  present  management  has  acted  reasonably  in   
reconstructing  our  history  and  resuming  our  public  reporting.            

PROPOSAL No. 2

Ratify  our previous acquisition of legalopinion.com, formerly a private Alberta
corporation.                                                                    

       As  reported  in  our  Annual  Report  (Form  10-K  for  1999), we became
legalopinion.com.  We remind you of the pertinent information reported there. On
April  7,  1999  the  Private  Alberta  Corporation, legalopinion.com issued 100
shares  of  common stock for cash of $45,000.00. These shares have been acquired
by  us  in  the  Reorganization.  On  or  about May 15, 1999 Baycove Investments
Limited  (Baycove)(a  private  company  incorporated  in  Ireland),  and Bondock
Capital  Ltd.  (Bondock)(a  private  Alberta  company) offered to sell, and this
Issuer offered to buy 100% of a third private Alberta company, legalopinion.com.
(Alberta).  Baycove  and Bondock were each 50% owners of legalopinion (Alberta).
The  price was 9,000,000 shares of common stock of this issuer, plus $100,000.00
United States Dollars. This offer was accepted by the shareholders of the Issuer
on  August  9, 1999. On July 28, 1999, legalopinion.com was duly incorporated in
the  State of Nevada. On August 9, 1999, the shareholders of Eurotronics Holding
Corporation  approved  the  following corporate reorganization: legalopinion.com
(Nevada)  and  Eurotronics  Holding  (Utah)  merged.  We  are  legalopinion.com 
(Nevada),  the surviving corporation. We acquired 100% of the outstanding common
shares  of  legalopinion.com,  Inc. (Alberta) for cash consideration of $100,000
and the issuance of 9,000,000 new shares of our common stock. This proposal asks
that  our  shareholders  approve  and  ratify this acquisition and these acts to
accomplish  it.                                                                 

PROPOSAL No. 3

Approve  that certain Agreement for purchase of $42,000,000 of media advertising
for  stock.                                                                     

        Management  concluded  an agreement with Venture Capital Media, Ltd., an
unrelated  international business company organized under the laws of St. Lucia,
West  Indies  on  May  1,  2000.  This agreement replaces the original agreement
dated  November  22, 1999. Venture is in the advertising business and has access
to  media  advertising, including television, radio, billboard, print, internet,
sponsorship  promotions  and  other  media.  The  renegotiated  agreement is for
$42,000,000.00 worth of media advertising for our company, on or before June 30,
2001.  Each  side  has  the  right to terminate, however, within 30 days notice.
Payment shall be made in stock, valued quarterly. For the first quarter of 2000,
the  stock  value  is  set  at $2.00 per share. The valuation for later quarters
shall  be  the  average  closing  price for the month before to the start of the
quarter,  less 25% percent. We are to allocate and register 20,000,000 shares of
stock  for  this  purpose  for  delivery  as  earned.  To  date,  $10,000,000 of
advertising credit has been provided under the original contract in exchange for
5,000,000  shares  of  the  Company's  outstanding stock. Please see "Exhibit to
Proposal  3"  attached  hereto.                                                 

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PROPOSAL No. 4

Approve  a  shelf  registration  for  the issuance of up to 28,000,000 shares of
common  stock  in  connection  with  the  obligations  for  media advertising in
Proposal  No.  3  and  to  raise  additional  capital  for  the  Company.       

   In  order  to  fulfill  the obligations in the agreement with Venture Capital
Media,  Ltd.  As  outlined  in  Proposal  No. 3 and the needs of the Company for
additional  capital over the next two years, management recommends the filing of
what  is  commonly  referred  to as a "shelf registration statement" pursuant to
Rule  415  of  the  Securities  Act.  Upon  effectiveness  of  the  registration
statement, the Company would be permitted to issue shares from time to time over
a  two  year  period.                                                           

PROPOSAL No. 5

Approve  that  certain  stock  option  plan.                                    

     The  Company  Compensatory  Stock  Option  Plan  authorizes the granting of
options  for  up  to  3,000,000  shares  of the Company's common stock over five
years.  As  an  incentive to obtain and retain employees as defined in the plan.
Option  shares  can be granted with an exercise price of 80% of the market value
based  upon  a  four  week  average  trading  price.                            

See the attached legalopinion.com 2000 Compensatory Stock Option Plan.

PROPOSAL No. 6

Ratify Management's decision to engage new Auditors, and approve the appointment
of  KPMG  as  our  new  corporate  auditors,  beginning  in  year  2000.        

      There  has  been  no disagreement with our existing auditors. We have come
some distance during 1999, in reorganizing our company for shareholders. We have
determined  that our auditing requirements have grown in complexity and require,
in  the  best  interests  of  all  concerned,  that  we  seek the services of an
internationally  recognized  large firm of auditing and corporate specialists of
the  highest  quality and reputation. We are a company with substantial Canadian
assets,  a  Canadian  subsidiary,  and we are a public corporation organized and
operating in the United States. KPMG is recognized in both the United States and
Canada  and  provides us with the ability to address all accounting and auditing
issues  as  may  arise  from  the  requirements  of  either  jurisdiction.      

PROPOSAL No. 7

Approve  an  increase  of  authorized shares in legalopinion.com to 200,000,000.

     The  Articles of Incorporation of our Corporation presently authorize us to
issue  a total of 50,000,000 shares of par value $0.001 per share. This proposal
would  authorize  the  Board  of  Directors to increase this total authorized to
200,000,000  shares.  This  authorization to increase the total allowed does not
issue  any additional shares. It would allow the Corporation to issue additional
shares,  as  appropriate,  in  the  future, to raise working capital, if needed,
and/or  to  compensate  service  providers  in stock rather than cash, as may be
appropriate  in  the future. Management recommends this proposal as necessary to
carry  forward  our  corporate  growth  and furtherance of our current business.

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PROPOSAL No. 8

Elect  Directors  to  serve  until  the  next  meeting  of  shareholders. Brian 
Lovig is the only officer standing for re-election.                             

       Management  is  proposing the reelection of one of its previous directors
and  the  election  as  well  of  three new directors to constitute our board of
directors  and  to  serve  until  the next meeting of shareholders. The business
experience  and  biographies  of  all  the  proposed  Directors  are as follows:

       The  Directors  and Officers elected on August 9, 1999, were Don Crompton
(elected  President),  Brian  Lovig  (elected  Treasurer) and Rae Meier (elected
Secretary).                                                                     

       The  three  new  directors up for election are John Marencik, Joey Guerra
and  Tom  Dean.                                                                 

      John  Marencik,  age  48, serves as President, Chief Executive Officer and
Director for the Registrant. Mr. Marencik has over twenty years of experience in
the  sales,  marketing,  relations,  and  management.  He  has  been the CEO and
President of EnviroQuest Technologies for the past ten years. Mr. Marencik has a
Bachelors  Degree  in  Medicine from University of Missouri at Kansas City and a
Masters  in  Business  administration  from  Rockhurst  University.             

     J.L.  (Joey)  Guerra, Jr., age 44, serves as a Director for the Registrant.
Mr. Guerra has seventeen years experience in the areas of brokerage, acquisition
and development of real estate.   He has acquired and sold industrial buildings,
warehouses,  office buildings and raw land for investor and investment entities.
Mr.  Guerra  is  a  licensed  Texas  Real  Estate  Broker.                      

       Thomas  M.  Dean,  age  55, serves as a Director for the Registrant.  Mr.
Dean  has  over  thirty-three  years  experience  in  financial  and  investment
consulting,  investment  banking, retail brokerage, and investor relations.  For
the  past  eight years he has been the President and founder of a New York based
financial  consulting,  merchant  bank  firm.                                   

The  next  following  table  sets  forth  summary  information  concerning  the 
compensation  during  the periods indicated of the of the Company's Officers and
Directors.  The  table  identifies  grants  of options to purchase the Company's
Common  Stock.                                                                  

Regulation S-K requires disclosure of compensation for the Company's most highly
compensated executive officers who have annual salaries and bonuses in excess of
$100,000.  No  executive  officer  has received this amount of compensation over
the  past  three  years,  however,  the  following information is furnished with
respect  to  the  CEO  of  the  Company  as  required  by  the  Regulation  S-K.

EXECUTIVES OFFICERS AND DIRECTORS COMPENSATION AND OPTIONS

                                                        [Enlarge/Download Table]

                                                                                                                        
                                                           Long Term Compensation                                       
                      Annual                               Awards                                 Payouts               
                      Compensation                                                                                      

A               B     C               D          E         F                         G            H          I          
                                                 Other                                                                  
Name                                             Annual    Restricted                Securities              All Other  
And                                              Compen    Stock                     Underlying   LTIP       Compen     
Principal                                        Sation    Award(s)                  Option/      Payouts    sation     
Position        Year  Salary($)       Bonus($)        ($)                       ($)  SARs(#)            ($)          ($)
------------------------------------------------------------------------------------------------------------------------
John Marencik   2000  $       63,000  $       0  $      0  $                      0               (a)(b)(c)  $         0
CEO (1)         1999  $            0  $       0  $      0  $                      0               $       0  $         0
                1998  $            0  $       0  $      0  $                      0               $       0  $         0

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NOTES  TO  TABLE:                                                               

John  Marencik  has  the  following  options  and/or  grants  of  common  stock:
(a)     100,000  shares  as  additional compensation for serving on the Board of
Directors.                                                                      
(b)     Option  to purchase in year 2000 up to 47,500 shares at $0.01 per share.
(c)     Option  to  purchase  up  to  100,00  shares at $1.98 per shares vesting
quarterly  after  December  1,  2000                                            

(d)     John  Marencik's  annual  salary is $84,000.00.  The commencement of his
compensation  was  April  of  2000,  therefore,  his  annual  salary for 2000 is
adjusted  to  $63,000.00.                                                       

Item 5.  SEC Reporting. Please see our Annual Report on Form 10-K-SB for further
information  (furnished  with  this  statement). Our company is an SEC reporting
company  pursuant  to  Section  12(g)  of  the  Securities  Act.                

Item  6.  Vote  Required  by  State  Law.  Over fifty percent of the outstanding
shares of the Company's Common Stock must be present in person or by proxy for a
quorum  to  conduct  business, and each matter must be approved by a majority of
those  shares  present  in  order  to  be  validly  authorized.                 

Item  7.  Stock.  Please  see our 1999 Annual Report on Form 10-K-SB for further
information  (See  Exhibit  A).                                                 

Item  8.  Financial Statements. Please see our Annual Report on Form 10-K-SB for
our  latest  audited  financial  statements.  We  have  also enclosed un-audited
financial  statements  for  the  quarter  ending March 31, 2000 (See Exhibit B).

Item  9.  Other  Matters.  As  of the date of this proxy statement, the Board of
Directors  of  the  Company  knows  of no matters to be presented to the Meeting
other  than  those matters set forth in the notice of the meeting. Nevertheless,
if  any  other  matters are presented at the meeting, it is the intention of the
proxies  named  in the enclosed form of proxy to vote on such matters exercising
their  judgement.                                                               

 (additional Information concerning Our Corporation is available on request)

Dated:  May  15,  2000                                                          

By  Order  of  the  Board  of  Directors                                        

_____________/S/_____________                                                   
John  Marencik                                                                  
President  and  CEO                                                             

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 EXHIBIT A

legalopinion.com

10K-SB
For the Annual Period Ending December 31, 1999

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 EXHIBIT B

legalopinion.com

UNAUDITED FINANCIAL STATEMENTS
For the Quarterly Period Ending March 31, 2000

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Consolidated  Financial  Statements  of                                         

LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
For  the  three  months  ended  March  31,  2000                                

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Consolidated  Balance  Sheet                                                    
$  United  States                                                               

March  31,  2000  and  December  31,  1999                                      

--------------------------------------------------------------------------------
                                                              2000          1999
                                     (Unaudited-Prepared
                                         by  Management)

Assets                                                                          

Current  assets                                                                 
Cash                                             $       56,851     $     23,080
Prepaid  expenses  (note  3)                          7,025,669       10,000,920
--------------------------------------------------------------------------------
                                                      7,082,520       10,024,000
Fixed  assets  (note  4)                                 25,433           25,558
--------------------------------------------------------------------------------
                                                $     7,107,953     $ 10,049,558

Liabilities  and  Stockholders'  Equity                                         
Current  liabilities                                                            
Accounts  payable  and  accrued  liabilities       $     73,941     $    141,979
Long  -term  debt                                                               
Stockholders'  loans  (note  5)                         854,780          527,899
--------------------------------------------------------------------------------
                                                        928,721          669,878
Stockholders'  equity                                                           
Capital  stock                                                                  
Authorized:                                                                     
200,000,000  common  shares  with  a  par  value                                
of  $0.0001  per  share                                                         
Issued:                                                                         
31,083,942  common  shares                                31,084          31,084
Additional  paid-in  capital                          10,000,516      10,000,516
Deficit accumulated during the development stage      (3,852,368)      (651,920)
--------------------------------------------------------------------------------
                                                       6,179,232       9,379,680
================================================================================
                                                 $     7,107,953     $10,049,558

See  accompanying  notes  to  consolidated  financial  statements               

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Consolidated  Statement  of  Loss                                               
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

                           From  inception
                            (April  17,  1999)  to
                                              March  31,  2000              2000
--------------------------------------------------------------------------------
Revenue                                                                         
Directory  fees                                 $     4,314          $     3,875
--------------------------------------------------------------------------------
                                                      4,314                3,875

Expenses                                                                        
Accounting  and  legal                              116,099               36,676
Advertising  and  promotion                       3,075,279            3,006,796
Attorney  directory  enrollment                      93,275               34,825
Cost  of  recapitalization  (note  2)               100,000                    0
Credit  card  commissions                             3,908                1,006
Depreciation                                          6,175                1,879
Foreign  exchange  gain                               (151)                (401)
General  and  administrative                         25,580               13,353
Investor  relations                                  56,517               28,043
Management fees paid to related party (note6)        99,287               38,648
Travel  and  legal  conventions                      35,825                8,309
Wages  and  employee  benefits                        6,055                6,055
Web-site  and  technology  maintenance              238,833               29,134
--------------------------------------------------------------------------------
                                                  3,856,682            3,204,323
================================================================================
Net  loss                                 $     (3,852,368)     $    (3,200,448)

Weighted  average  number  of  shares                                 31,083,942
Loss  per  share                                                    $     (0.10)

 See accompanying notes to consolidated financial statements

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Consolidated  Statement  of  Cash  Flows                                        
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

                               From  inception
                               (April  7,  1999)  to
                                                March  31,  2000            2000
--------------------------------------------------------------------------------
Operating  activities                                                           
Net  loss                                   $     (3,852,368)     $  (3,200,448)
Items  non-involving  cash                                                      
Advertising  paid with share consideration         2,975,172           2,975,172
Depreciation                                           6,175               1,879
Changes  in  non-cash  working  capital                                         
Prepaid  expenses                                      (841)                  79
Accounts  payable  and  accrued  liabilities          60,791            (68,038)
--------------------------------------------------------------------------------
                                                   (811,071)           (291,356)

Financing                                                                       
Stockholders'  loans                                854,780              326,881
Investing                                                                       
Issuance  of  shares                                 45,000                    0
Purchase  of  fixed  assets                        (31,608)              (1,754)
--------------------------------------------------------------------------------
                                                     13,392              (1,754)

Change  in  foreign  currency  denominated                                      
  cash  balance                                       (250)                    0
Increase  in  cash                                   56,851               33,771
Cash,  beginning  of  period                              0               23,080
Cash,  end  of  period                         $     56,851         $     56,851
Supplementary  information:                                                     
  Interest  paid                                         0                     0
  Income  taxes  paid                                    0                     0

Non-cash  investing  and  financing  activities:                                
Issuance  of  capital  stock  for  services  to                                 
be  received                                    10,000,000                     0
Issuance  of  common  stock  for  common  stock                                 
of  a  private  corporation                            900                     0

 See accompanying notes to consolidated financial statements

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Consolidated  Statement  of  Stockholders'  Equity                              
$  United  States                                                               

Period  from  date  of  Inception  (April  7,  1999)  to  March  31,  2000      
(Unaudited  -  Prepared  by  Management)                                        

                                                        [Enlarge/Download Table]


                                                                                                    
                                                                      Accumulated                   
                                                         Additional   During the     Total          
                                  Number                 Paid in      Development    Stockholders'  
                                  of shares   Amount     Capital      Stage          Equity         
Issued for cash on April 7, 1999         100  $ 45,000   $         0  $          0   $       45,000 

Adjustment to record capital                                                                        
transaction (note2)               26,083,842   (14,416)        1,016             0          (13,400)

Net loss for the period ended                                                                       
December 31, 1999                          0         0             0      (651,920)        (651,920)

Issuance of shares for services                                                                     
(note3)                            5,000,000       500     9,999,500             0       10,000,000 

Balance, December 31, 1999        31,083,942    31,084    10,000,516      (651,920)       9,379,680 

Net Loss for the period ended                                                                       
March 31, 2000                             0         0             0    (3,200,448)      (3,200,448)

Balance, March 31, 2000                                                                             
(Unaudited)                       31,083,942  $ 31,084   $10,000,516   ($3,852,368)  $    6,179,232 

 See accompanying notes to consolidated financial statements

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Notes  to  Consolidated  Financial  Statements                                  
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

legalopinion.com  was  incorporated  under the laws of the State of Utah for the
primary  purpose  of investigating and evaluating prospective mineral properties
for  possible  acquisition.  Effective August 9, 1999, the Company acquired 100%
of  the  outstanding  shares  of  legalopinion.com,  Inc., a private corporation
incorporated  on  April  7,  1999  under  the  laws  of  Alberta.  Prior  to the
acquisition,  LegalOpinion.com was a non-operating public shell corporation with
nominal net assets.  For accounting purposes this transaction has been accounted
for  as a recapitalization of legalopinion.com, Inc. (see note 2).  As part of a
capital  transaction  with  legalopinion.com,  Inc.,  the  Company continued its
registration jurisdiction from Utah to Nevada and changed its principal activity
to  the  development  of an online directory service that provides consumers and
attorneys  the  ability  to  interact.                                          
1.     SIGNIFICANT  ACCOUNTING  POLICIES:                                       
a)     Going  concern                                                           
These  financial statements have been prepared on the going concern basis, which
assumes  the  realization of assets and liquidation of liabilities in the normal
course  of  business.  As  shown  in  the consolidated financial statements, the
Company has generated insignificant revenues and has accumulated a deficit since
inception  of  $3,852,368.  This  factor,  among others raises substantial doubt
about  the  Company's  ability  to  continue  as a going concern.  The Company's
ability  to  continue as a going concern is dependent on its ability to generate
future  profitable  operations  and receive continued financial support from its
stockholders  and  other  investors.                                            
Management's  plans  with  respect  to  generating  future profitable operations
include  the  launch  of  an  external  advertising  campaign  (see note 3), the
anticipated  results  of which are sales sufficient to cover operating expenses.
Management is also anticipating certain stockholders to provide additional funds
in  the  form  of  stockholders  loans.                                         
b)     Translation  of  financial  statements                                   
The  Company's  wholly  owned subsidiary, legalopinion.com, Inc. operates in the
United  States  and  Canada  and  accordingly,  a  portion of its operations are
conducted  in  Canadian  currency.                                              
The  method  of  translation  applied  is  as  follows:                         
i)     Monetary assets and liabilities are translated at the rate of exchange in
effect  at  the  balance sheet date, being US $1.00 per Cdn. $1.46 (December 31,
1999  -  $1.44).                                                                
ii)     Non-monetary  assets  and  liabilities  are  translated  at  the rate of
exchange in effect at the time of acquisition of the assets or assumption of the
liabilities.                                                                    
iii)     Revenues  and expenses are translated at the exchange rate in effect at
the  transaction  date.                                                         
iv)     Foreign exchange gains and losses on translation are included in income.

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Notes  to  Consolidated  Financial  Statements                                  
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

1.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):                          
c)     Basis  of  presentation  and  consolidation                              
The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiary.  All  material  inter-company  transactions  and
balances  have  been  eliminated.                                               
To March 31, 2000, the Company is primarily focused on the process of developing
its  business  and  no  significant  revenues  have  been  generated  to  date. 
Accordingly,  the Company is considered to be a development state enterprise for
financial  reporting  purposes.                                                 
d)     Fixed  assets                                                            
Fixed assets are recorded at cost.  Depreciation is provided using the following
methods  and  annual rates which are intended to amortize the cost of the assets
over  their  estimated  useful  life:                                           

Asset     Method     Rate                                                       

Computer  equipment     Declining  balance     30%                              
Furniture  and  fixtures     Declining  balance     20%                         

e)     Income  taxes                                                            
The  Company accounts for income taxes by the asset and liability method.  Under
the  asset  and  liability  method,  deferred  tax  assets  and  liabilities are
recognized  for  the future tax consequences attributable to differences between
the  financial statement carrying amounts of existing assets and liabilities and
their  respective  tax  bases  and operating loss and tax credit carry forwards.
Deferred  tax  assets  and  liabilities  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets  and  liabilities of a change in tax rates is recognized in income in the
period  that  includes  the  enactment  date.                                   
f)     Management  estimates                                                    
The  preparation  of  financial  statements  in  conformity  with  United States
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that affect the reported amounts of assets and liabilities and
disclosures  of  contingent  assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.     
g)     Financial  instruments                                                   
The  fair  values  of  the  Company's  cash  and  accounts  payable  and accrued
liabilities  approximate  their  carrying  values  due  to  the relatively short
periods  to maturity of the instruments.  It is not possible to arrive at a fair
value  for  stockholders' loans as a maturity date is not determinable, there is
not a ready market for such instruments and given the nature of the relationship
between  the  stockholder and the Company.  The maximum credit risk exposure for
all  financial  assets  is  the  carrying  amount  of  those  assets.           

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Notes  to  Consolidated  Financial  Statements                                  
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

1.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):                          
h)     Loss  per  share                                                         
Loss  per  share has been calculated using the weighted average number of common
shares  outstanding  during  the  period.                                       
i)     Accounting  standards  change                                            
In  June  1998,  the  Financial  Accounting Standards Board issued SFAS no. 133,
"Accounting  for  Derivative  Instruments  and Hedging Activities."  Adoption of
this  statement  is  not  expected to have a significant impact on the Company's
results  of  operations  or  financial  position.                               

2.     CAPITAL  TRANSACTION:                                                    
Effective  August  9,  1999, the Company acquired 100% of the outstanding common
shares of LegalOpinion.Com, Inc., a private corporation incorporated on April 7,
1999  under  the  laws of Alberta, Canada for cash consideration of $100,000 and
the issuance of 9,000,000 common shares from treasury.  The transaction has been
accounted  for  as  if  it  were  a  capital  transaction,  effectively  as  if 
LegalOpinion.com,  Inc.  had  issued  shares  for the net assets of the Company.
Accordingly,  this  transaction  has been measured at the carrying amount of the
assets  and  liabilities  of  the Company with the excess of the carrying amount
reflected  as  a  charge to operations.  In addition, the from inception figures
presented  on  the consolidated statement of loss, stockholders' equity and cash
flows  reflect  the  results from operations and cash flows of LegalOpinion.com,
Inc.  for  the  period  from  incorporation  on April 7, 1999 to March 31, 2000,
combined  with  those of the legal parent from the date of acquisition on August
9,  1999.                                                                       

3.     PREPAID  EXPENSES:                                                       
The  Company  entered  into  an  agreement  on  November  22,  1999  whereby  an
advertising  service  provider  agreed  to  provide  $40,000,000  of advertising
services  in  exchange  for common shares of the Company.  As at March 31, 2000,
5,000,000  common  shares were issued to the advertising service provider.  This
transaction  has  been  recorded at $10,000,000, the estimated fair value of the
advertising  services  to  be received.  As at March 31, 2000, $2,975,172 of the
committed advertising had ran leaving $7,024,828 ($10,000,000 as at December 31,
1999)  still  recorded  as  a  prepaid  expense.                                
This  agreement for delivery of advertising services was renegotiated during the
first  quarter.  Under  the  revised agreement, the Company will no longer issue
blocks of shares in advance but will only issue shares for the value of specific
advertising  as it is approved and booked.  The advertising service provider has
agreed  to  provide up to $32,000,000 of additional advertising prior to June 1,
2001  subject  to a thirty (30) day cancellation provision.  The price per share
is  calculated  based  on a 25% discount to the average closing price during the
last  month  of  each  calendar  quarter  during  2000.                         

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LEGALOPINION.COM                                                                
(A  Development  Stage  Enterprise)                                             
Notes  to  Consolidated  Financial  Statements                                  
$  United  States                                                               

For  the  three  month  period  ended  March  31,  2000                         
(Unaudited  -  Prepared  by  Management)                                        

4.     FIXED  ASSETS:                                                           
                                                           2000         1999
                                        Accumulated       Net  book     Net book
                            Cost       amortization          value       value
--------------------------------------------------------------------------------
Computer  equipment     $     26,204     $     5,602     $     20,602    $22,273
Furniture and fixtures         5,404             573            4,831      3,285
                        $     31,608     $     6,175     $     25,433    $25,558

5.     STOCKHOLDERS'  LOANS:                                                    
Stockholders'  loans  are  unsecured, do not bear interest and have no specified
terms  of  repayment.  As  the  stockholders have indicated in writing that they
will  not  request repayment in the next fiscal year, the entire amount has been
shown  as  a  long  term  liability.                                            

6.     INCOME  TAXES:                                                           
At  December  31,  1999,  the Company had a net operating loss carry forward for
United  States income tax purposes of approximately $4,500,000 and a non-capital
loss carry forward for Canadian income tax purposes of approximately $3,800,000.
The  net  operating loss and non-capital loss carry forward expire in increments
beginning  in  2000  and 2006 respectively.  No amount has been reflected on the
balance  sheet  for  future income taxes as any future income tax asset has been
fully  offset  by  a  valuation  allowance.                                     

7.     SUBSEQUENT  EVENT:                                                       
In  April  2000, the Company issued 468,000 common shares at $1.75 per share for
total  consideration  of  $819,000  paid  as  follows:                          

Cash                                        $     120,750                       
Repayment  of  stockholders'  loans               698,250                       
-----------------------------------               -------                       
                $          819,000

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 Exhibit to Proposal 3

 VENTURE MEDIA CAPITAL, LTD. AGREEMENT

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 AGREEMENT

     THIS  AGREEMENT  is  made  by  and  between  legalopinion.com,  a  business
corporation  incorporated  under  the  laws of the State of Nevada with its head
office  located  at  Two  Union  Square, 601 Union Street - 42nd Floor, Seattle,
Washington  98101  ("Client"), and Venture Capital Media, Ltd., an international
business  company  organized  under  the  laws  of  St. Lucia with its principal
offices  located  at  46  Micoud  Street,  Castries,  Saint  Lucia  West  Indies
("Agency").                                                                     

WHEREAS  Client  is  an  online  directory  service offering the convenience and
quality  of  in-home  and in-business legal consultation at an affordable price;
WHEREAS  Agency  is  in  the  advertising  business  and  has  access  to  Media
Advertising  including, without limitation, television, radio, billboard, print,
internet,  sponsorships,  promotions  or  other  advertising;  and              
WHEREAS  Client  and Agency recognize certain synergies between the two entities
which  enable  Client  to trade up to Forty-Two Million ($42,000,000) Dollars of
its  common  stock  to  Agency  in  exchange  for  Media  Advertising.          

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises contained in this
Agreement,  the  parties  agree  as  follows:                                   

  1.     NATURE  OF AGREEMENT.     Client engages Agency and Agency agrees to be
engaged  by Client to provide Media Advertising throughout the United States and
Canada  in exchange for certain shares of the registered common stock of Client.

  2.     DEFINITIONS.     For  the  purposes  of  this  agreement, the following
terms,  as  used  in  this Agreement, are understood to have the meanings stated
herein:                                                                         

A.     MEDIA ADVERTISING - Media Advertising shall consist of television, radio,
billboard,  print,  internet,  sponsorships,  promotions  or  other advertising.

B.     RATE  CARD  -  Rate Card refers to the maximum published rate for a given
Media  Advertising  product  (also  referred  to  as  the  published rate card).

  3.     EFFECTIVE  DATE.     The  Effective  Date  of  this  Agreement shall be
November 22nd, 1999 regardless of the date this Agreement becomes fully executed
by  the  parties  hereto.                                                       

  4.      PURPOSE  OF AGREEMENT.      As stated above, Client engages Agency and
Agency  agrees to be engaged by Client to provide media adverting throughout the
United States and Canada in exchange for certain shares of the registered common
stock  of  Client.  This   (Section)  of  the  Agreement  sets  forth  the terms
governing  the  procurement of various Media Advertising by Agency for Client in
exchange  for  the  issuance  of  the  registered  common  stock  of  Client.   

A.     AGREEMENT  AMOUNT.     The  parties hereto agree that it is their present
intention  to  transact  up  to forty-two million ($42,000,000) dollars of Media
Advertising  in  exchange  for  shares of the registered common stock of Client.

B.     TERM  OF AGREEMENT.      The parties hereto anticipate transacting the up
to  forty-two million ($42,000,000) dollars of Media Advertising and stock on or
before  June 30, 2001.  However, both Client and Agency, and each of them, shall
have  the right to terminate this Agreement upon thirty (30) days written notice
given  in  accordance  with  the  notice  provision  included  below.           

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C.     VALUATION  OF  CLIENT'S  STOCK.     Client's common stock shall be valued
quarterly.  For  the first quarter commencing January 1st, 2000, Client's common
stock  shall  be  valued  at  two  ($2.00) dollars per share.  The valuation for
subsequent quarters shall be the average closing price for the month previous to
the  start  of  the  subsequent  quarter  less  twenty-five (25%) percent. As an
example, the valuation for the second quarter shall be the average closing price
during  the  month  of  March,  2000  less  twenty-five  (25%)  percent.        

D.     ADVERTISING ALLOTMENT.    Client shall allot and allocate up to forty-two
million  ($42,000,000)  dollars  of  stock  and  shall  file  forthwith  a Shelf
Registration Statement for 20,000,000 Shares. Stock shall be delivered to Agency
as  Selection  of  Advertising  is completed based on the price per share in the
evaluation  method  stated  above.                                              

E.     SELECTION  OF  ADVERTISING.   Agency shall recommend Media Advertising to
Client  by submitting a description of the Media Advertising, which includes: i)
demographic  information  on  the  recommended advertising; ii)  a Rate Card, as
defined  in   2(B),  hereinabove;  iii)  the  cost  of  the  proposed  Media    
Advertising;  iv) a statement as to whether any commissions or ancillary charges
are  assessable; v) the number of shares being received by the media outlet; vi)
the  media  outlet's  understanding  as  to the nature and length of any private
restriction  on  the  sale  of  such  shares;  and  vii)  the  basis of Agency's
recommendation.  In  the event that a given media outlet does not publish a Rate
Card,  Agency  shall  submit  a  pricing  letter  from  such  outlet  in  its   
recommendation.  Media  Advertising  shall be deemed approved if not rejected by
Client  within  five  (5)  business  days  from  Client's  receipt  of  Agency's
recommendation.  Agency,  upon  receipt  of approval or failure to reject, shall
attempt to commit the recommended Media Advertising and, upon commitment, obtain
confirmation from the media outlet for the media buy submitted to Client. Agency
shall  submit  said  confirmation to the Client after which Client shall deliver
the  shares  in  accordance  with   4(G)  hereof.                               

      1.     SPONSORSHIPS  &  PROMOTIONS.     Client and Agency acknowledge that
an  area  of  Media  Advertising  known  as  Sponsorships & Promotions  requires
special  treatment.  Nothing  herein  shall  require  Agency  to  furnish  such 
opportunities  to  Client;  however,  should  Agency  provide  Sponsorships  or 
Promotions  to Client, the parties hereto agree that such opportunities shall be
contracted  pursuant  to  the  following  procedure:                            

A.     The  Sponsorship  or Promotion will go through the  advertising selection
process  specified  earlier  in  this   4(e).                                   

B.     Once  the  Sponsorship  or  Promotion  has  been  approved  either in the
affirmative  or through the Client's failure to reject, the Agency shall confirm
the  transaction  with  the  media  outlet  negotiating  the  price  term.      

C.     The  Agency  will  then  cause a "deal memo" to be circulated amongst the
parties (i.e. Agency, Client and Media Outlet), which memo shall memorialize the
details  of  the  Sponsorship  or  Promotion.                                   

D.     After  the Client, Agency and media outlet execute the "deal memo," which
is  understood  to  be  a  detailed description of the sponsorship or promotion,
Agency  shall  receive  its  full portion of the negotiated price.  Agency shall
release the media outlet and Client to fulfill the sponsorship or promotion on a
direct  basis.  Should  the  Client  and  media  outlet  fail  to  execute their
relationship  on  a  direct basis, Client shall receive a credit with Agency for
that  part  of  the  negotiated  price  already  paid  to  Agency.              

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E.     Client  shall  fund  the  Media  Outlet's  portion  of the Sponsorship or
Promotion.                                                                      

F.     Press  releases  may  be  issued announcing the Sponsorship or Promotion.

F.     PRICING  OF  ADVERTISING.    Prices  charged  by  the  Agency  for  Media
Advertising  shall  not  exceed  the  maximum rate published on the current rate
card. The parties hereto agree that certain media outlets may not publish a Rate
Card.  In  the  event  that  a  given media outlet does not publish a Rate Card,
Agency shall submit a pricing letter from such outlet in its recommendation.  In
the  absence  of a rate card or pricing letter, Media Advertising shall not cost
Client  more than one hundred (100%) percent over the price for which such Media
Advertising, Sponsorship or Promotion could be purchased for cash given the same
scheduling requirements.   By its execution of this Agreement, Client stipulates
that  Agency  is  in  the  barter  business  and that Agency's cost of acquiring
certain  media  has  no  bearing,  whatsoever,  on  the  price charged to Client
provided  that  the price charged does not exceed the criteria set forth in this
4(F).                                                                           

G.     DELIVERY  OF  SHARES.     Following  approval  of  Media  Advertising  by
Client,  whether  by actual approval or by failure to reject, and media outlet's
confirmation  of  placement,  Client  will cause registered shares of its common
stock  to  be issued in a dollar amount equal to the value of the approved media
buy,  calculated  based  on  the stock valuation applicable during that quarter.
Client  shall  provide  Agency  with  certified  copies  of:  1)  a  Directors  
Resolution,  2)  a  Treasury Order, 3) applicable Private Restriction Covenants,
and  4)  instructions  to  Client's  Transfer Agent.  Agency shall designate the
manner  in  which  share  certificates  are  to  be  registered and to whom said
certificates  are  to  be  delivered.                                           

H.     STOCK  LEGENDS  &  FREE  TRADING  SHARES.                                

     1.     Client's  counsel,  the  Law  Offices of Karl E. Rodriguez Ltd., has
been  directed  to  prepare and file with the Securities and Exchange Commission
(SEC)  a  shelf  registration  statement  to  register forthwith the issuance of
sufficient  shares  to  satisfy  all of the obligations of the Client under this
Agreement.                                                                      

2.     Upon  completion  of  the  shelf  registration,  Client shall immediately
deliver  to  the Agency's counsel, William Richmond, such quantity of registered
shares  as  is  necessary  to  compensate  Agency  fully  for all approved Media
Advertising.  An  amount of these registered shares, equal to 100,000 shares per
month from the 1st of December, 1999 plus 33,333 shall be made available as free
trading  immediately  following  registration.                                  

3.     Upon  receipt of the registered shares, Agency's counsel shall release to
Client's  counsel such shares of restricted stock as issued by Client to Agency,
described  more fully on Addendum "A," as amended from time-to-time by agreement
of  counsel,  so  that Client's counsel may return same to Client's Treasury for
cancellation.                                                                   

     4.     The  Registered  Shares  shall  be  subject to a private restriction
covenant  permitting  the  sale  monthly  of  not more than the number of shares
indicated  on  the  schedule  immediately  below:                               

Period                   #  Shares/Month               Total          
------                   ---------------               -----          
As  of  12/1/99                   N/A                  33,000           
12/1/99-05/31/00                 100,000               600,000            
06/1/00-09/30/00                 120,000               480,000            

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10/1/00-01/31/01                 130,000               520,000            
02/1/00-07/31/01                 140,000               840,000            
08/1/01-01/31/02                 150,000               900,000            
02/1/02-12/31/02                 160,000             1,760,000            
----------------                 -------             ---------            
                                         5,133,000

     This  private  restriction covenant shall apply to any shares registered to
the  Agency,  The  Allan R. Hackel Organization and Norman Alvis or any officer,
director,  employee  or  associate  of  these  parties  or  any corporate entity
controlled directly or indirectly by the above parties.  The Agency shall obtain
from the other parties, referred to immediately above, their undertaking to work
with  the  Client or the Client's investor relations representative when selling
stock  to  distribute  the  sale of the free trading shares out over the trading
days  of  each  month  and  not  sell  into  bids  which  depress  the  market  
unnecessarily.                                                                  

The  above  stated  schedule  shall  be  subject  to the following additions and
modifications:                                                                  

A.     Additional  free  trading  shares  shall  result from Agency's receipt of
1,726,727  shares  of  one-year  privately  restricted  stock,  which Agency has
already  committed  to acquire media on behalf of Client.  Said 1,726,727 shares
of  one-year privately restricted stock replace Rule 144 stock originally issued
on  or  before  December  17th,  1999 and shall be free trading on December 17th
2000.                                                                           

B.     Additional  free  trading  shares  may  result  under  section  4(E),    
hereinabove, in the event that the Client approves advertising that requires the
issuance  of  additional  free  trading  shares.                                

C.     The  remaining stock not covered under the above schedule or in A-B above
shall  be  subject to a Private Restriction and shall not become tradeable until
January 1st, 2003.  Effective January 1st, 2003 all such shares shall be free of
restriction  and  available  for  immediate  sale  subject  to  the  rules  and 
regulations  promulgated  by  the  Securities  &  Exchange  Commission  (SEC).  

D.     In  the  event  of early termination under SECTION 4(B), hereof, Agency's
monthly  allocation  of  free  trading  shares  may  not increase to the maximum
outlined  in  the  above  schedule.  If this Agreement is early  terminated then
Agency  shall  have  the right to sell a pro rated number of free trading shares
based  on the percentage of the forty-two million ($42,000,000) dollars of Media
Advertising  approved  and  committed  at the point of contract termination. For
example,  in  the  event  this Agreement is terminated after Agency has acquired
fifty  (50%)  percent  of  the  forty-two million ($42,000,000) dollars of Media
Advertising  allotted  under  this Agreement then Agency's monthly allocation of
saleable  free  trading  shares  shall  not  exceed  one hundred thirty thousand
(130,000)  shares.  In  no  event  shall  Agency's  saleable free trading shares
decrease  from  Agency's  base  allocation  of  100,000  shares  per  month.    

F.     The  parties  hereto  acknowledge  and agree that Agency may instruct the
Client  to  register  shares  of  the  Client's stock in the name of arms length
third  parties  who  provide Media Advertising.  Agency may direct the Client to
amend  the private restriction covenants on shares issued to these third parties
pursuant  to  SECTION 4(E), above.  Agency and either the Client or the Client's
investor  relations  representative  shall  coordinate their efforts so that the
private  restriction  applicable  to media outlets, as established under SECTION
4(E)(VI),  provides  for  the orderly release of shares so as not to depress the
market  unnecessarily.                                                          

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I.     VERIFICATION  OF  ADVERTISING.  Agency  shall  provide  Client  with     
verification that Media Advertising has run within sixty (60) days of the end of
the  month  in  which such Media Advertising ran.  In the event that Client does
not  receive  verification from Agency within said sixty (60) day period, Client
shall  inform  Agency in writing that verification has not been received. Agency
shall  have  an additional sixty (60) days to provide such verification.  In the
event  that  Agency  cannot  obtain verification within sixty (60) days from its
receipt  of  written  notice,  Client  shall  be  entitled  to replacement Media
Advertising of equal value.  In the event that any approved advertising does not
run  or  is  not  verified  it  will  be the obligation of Agency to replace the
advertising  with  other approved advertising of equal value or return the stock
Agency  received  in  payment  for  the Media Advertising that was not verified.
However,  in  the  event  of  a FORCE MAJEURE under SECTION 13, hereof, Agency's
obligations  under  this SECTION 4(I) shall be suspended until such condition is
eliminated.  Once  said  condition  is  eliminated,  Agency shall provide either
verification,  or  backup  verification,  not  later than one hundred and twenty
(120)  days  following  the  elimination  of  such  FORCE  MAJEURE.             

J.     TERMINATION  OF  AGREEMENT.      In the event that either party elects to
terminate  this Agreement under SECTION 4(B), above, the parties expressly agree
that  any  Media  Advertising  previously  approved  shall  be  fully  funded in
accordance  with the provisions of this SECTION 4.  Similarly, Client's right to
verification  and Agency's responsibility to provide verification or replacement
Media  Advertising  or  return  the  stock shall survive any termination of this
Agreement.                                                                      

SECTION 5.       CLIENT'S DEFAULT.   Any default by Client in the payment of any
amount when due under this agreement, or any extension hereof, or any failure by
Client  to  fulfill any other provisions of this Agreement shall entitle Agency,
at  its  sole  option,  to terminate this Agreement upon ten (10) days notice in
accordance  with  SECTION  9, below, and notwithstanding any provision hereof to
the  contrary,  Client  shall  remain  liable  to  Agency for all loss or damage
sustained  by  Agency  by  reason  of  any  such  failure  or  default.         

SECTION 6.       LACK OF REPRESENTATIONS BY AGENCY.     Agency will use its best
efforts to recommend Media Advertising, which Agency believes will be beneficial
to  Client.  Client's  execution of this Agreement indicates its acknowledgement
that  Agency  has  made  no  representations, express or implied,  regarding the
ultimate  success  or failure of the Media Advertising to be run pursuant to the
Agreement.  Further,  Client  acknowledges  that  Agency will not be liable with
respect  to  the success or failure of any media run pursuant to this Agreement.

SECTION  7.     NONCOMPETITION  &  NONCIRCUMVENTION.    Both  parties  to  this 
Agreement  agree  that  during  the  term  of  this Agreement each will refrain,
directly or indirectly from utilizing information gained from the other party in
any  way  other  than  as  contemplated  hereunder.  Further, neither party will
circumvent  the  other  party  by  attempting  to take advantage of research and
development  performed  by  either  party.  Client  specifically  agrees  not to
circumvent  Agency  by entering into negotiations with a media outlet introduced
to Client  by Agency.  The parties realize that this noncompete/noncircumvention
provision  is  an  essential  and  material  part  of  this  agreement.  At  the
termination  of  this Agreement or any renewals or extensions hereof, each party
shall return to the other any and all confidential information received pursuant
hereto.                                                                         

SECTION  8.      RECIPROCAL  INDEMNIFICATION.                                   

A.     CLIENT'S  INDEMNIFICATION.  Client  shall  protect, defend, indemnify and
hold  harmless  Agency  and  its  officers, directors, employees, successors and
assigns  from  and  against  any losses, damages (including, without limitation,
consequential  damages  and  penalties)  and  expenses  (including,  without    
limitation,  reasonable  counsel  fees,  costs  and  expenses  incurred  in     
investigating and defending against the assertion of such liabilities) which may
be  sustained,  suffered  or  incurred  by  Agency  and its officers, directors,
employees,  successors  and assigns which are related to any breach by Client of
its  representations  and  warranties,  or  of its covenants, in this Agreement.

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Further,  Client  specifically  agrees  to  protect,  defend, indemnify and hold
harmless  Agency  from  and  against  any  losses, damages and expenses incurred
defending  against  a shareholder derivative action initiated by shareholders of
Client  provided  such  action  by  a shareholder or shareholders is not brought
about  as  a  result  of  breach of the Agency's representations, warranties and
covenants  under  this  Agreement.                                              

B.      AGENCY'S  INDEMNIFICATION.  Agency  shall protect, defend, indemnify and
hold  harmless  Client,  and  its officers, directors, employees, successors and
assigns  from  and  against  any losses, damages (including, without limitation,
consequential  damages  and  penalties)  and  expenses  (including,  without    
limitation,  reasonable  counsel  fees,  costs  and  expenses  incurred  in     
investigating and defending against the assertion of such liabilities) which may
be  sustained,  suffered  or  incurred  by  Client  and its officers, directors,
employees,  successors and assigns which are based upon  any breach by Agency of
its  representations  and  warranties,  or  of its covenants, in this Agreement.

SECTION  9.    NOTICES.  All  necessary  notices  or  correspondence required or
permitted  to be given hereunder shall be in writing and shall be deemed to have
been  properly given when hand delivered or when mailed postage prepaid by first
class  certified  mail,  return  receipt  requested:                            

If  to  Client:                                                                 

LEGALOPINION.COM                                                      
TWO  UNION  SQUARE                                                              
601  UNION  STREET  -  42ND  FLOOR                                              
SEATTLE,  WASHINGTON  98101                                                     

If  to  Agency:                                                                 

VENTURE  CAPITAL  MEDIA,  LTD.                                        
46  MICOUD  STREET                                                              
CASTRIES,  SAINT  LUCIA                                                         
WEST  INDIES                                                                    

SECTION  10.    PUBLIC ANNOUNCEMENTS.  Except as may be required by law, neither
party  shall  make  any  public  announcement  or  filing  with  respect  to the
transactions  provided  for herein without the prior consent of the other party,
which  consent  shall  not  unreasonably  be  withheld.                         

SECTION  11.   ATTORNEY'S  FEES.  If either party hereto shall breach any of the
terms  hereof,  such  party  shall  pay  to  the non-defaulting party all of the
non-defaulting party's costs and expenses, including reasonable attorneys' fees,
incurred  by  such  party  enforcing  the  terms  of  this  Agreement.          

SECTION  12.   BENEFIT.  This Agreement shall be binding upon and shall inure to
the  benefit  of the parties hereto and their respective successors and assigns.
Nothing  in  this  Agreement  shall  be  construed to create any rights in third
parties  as  third party beneficiaries or otherwise. This Agreement shall not be
assigned  to any party without the prior written consent of the other party, but
no  such  assignment  shall  relieve  the  assigning  party  of its obligations.

SECTION  13.     FORCE MAJEURE.   Whenever a period of time is herein prescribed
for  the  taking  of  any action by either party hereto, such party shall not be
liable  or  responsible  for  any  delays  due  to  strikes, riots, acts of God,
shortages  of  labor or materials, war, governmental laws and regulations or any
other  cause  whatsoever  beyond  the  control  of  such  party.                

SECTION  14.   AMENDMENT  AND  WAIVER.  This  Agreement  may  be amended, or any
provision of this Agreement may be waived, provided that any amendment or waiver
will  be  binding  on  Client only if such amendment or waiver is set forth in a
writing  executed  by  Client, and provided that any amendment or waiver will be
binding  upon  Agency only if such amendment or waiver is set forth in a writing
executed by Agency. The waiver of any party of a breach of any provision of this
Agreement  shall  not  operate  or  be  construed  as  a  waiver of any other or
subsequent  breach.                                                             

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SECTION  15.   CONSTRUCTION  &  APPLICABLE LAW. This Agreement shall be governed
by,  construed and enforced in accordance with the laws of the State of New York
as  if  the  Agreement  were  fully executed and performed under the laws of the
State  of  New York so that the principles of conflicts of laws would not apply.

SECTION  16.   SEVERABILITY.  Should  any  provision  of  this  Agreement  be   
determined  to  be  invalid,  illegal  or  unenforceable by a court of competent
jurisdiction,  then  such provision shall be amended by the parties hereto so as
to  make it valid, legal and enforceable but keeping it as close to its original
meaning  as  possible.  The  invalidity,  illegality  or unenforceability of any
provision  shall not affect in any manner the other provisions herein contained,
which  remain  in  full  force  and  effect.                                    

SECTION  17.  GRAMMATICAL  USAGE.  Throughout  this  Agreement, reference to the
neuter  gender  shall  be  deemed  to  include  the  masculine and feminine, the
singular  the plural and the plural the singular, as indicated by the context in
which  used.                                                                    

SECTION 18.  HEADINGS; CONTEXT. The headings of the sections  and paragraphs    
contained  in  this Agreement are for convenience of reference only and do    
not  form  a part hereof and in no way modify, interpret or construe the meaning
of  this  Agreement.                                                            

SECTION  19.  COUNTERPARTS.  This  Agreement  may  be  executed  in  numerous   
counterparts,  all  of  which  shall  be  considered one and the same agreement.

SECTION  20.  ENTIRE  AGREEMENT. This Agreement contains all of the terms agreed
upon  by  the  parties  with respect to the subject matter of this Agreement and
supersedes  all  prior agreements, representations and warranties of the parties
as  to  the  subject  matter  of  this  Agreement.                              

    BY  CAUSING  THIS  AGREEMENT  TO  BE  EXECUTED  HERE  BELOW,  THE  PARTIES
ACKNOWLEDGE  THAT  THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE
BOUND  BY  ITS  TERMS  AND  CONDITIONS.                                         

     IN  WITNESS  WHEREOF,  Agency  and  Client  have executed this Agreement in
multiple  duplicate  originals.                                                 

AGREED TO & ACCEPTED BY:                                AGREED TO & ACCEPTED BY:

VENTURE  CAPITAL  MEDIA,  LTD.          LEGALOPINION.COM                        

By:  ________/S/_________ Date May 5, 2000     By: ___________/S/__________ Date
April  17,  2000                                                                
NICHOLAS  JOHN  ,  SECRETARY                  JOHN  MARENCIK,  PRESIDENT  &  CEO
and  not  individually                        and  not  individually            

______/s/_______________________   _________/s/__________________________       
Witness                                  Witness                                

ST.  LUCIA                                   PROVINCE  OF  BRISTISH  COLUMBIA   
CASTRIES,  SS.                                                                  

MAY  5,  2000                                APRIL  17,  2000                   

Hewanorra Corporate Secretary, Ltd., Secretary     John Marencik, President &   
                                              CEO  of legalopinion.com
of  Venture Capital Media, Ltd., personally        personally appeared before   
appearedbefore  me  and acknowledged his           me and acknowledged his      
execution of the foregoing instrument              execution of the foregoing   
to be the free act and deed of Venture             instrument to be the free    
Capital Media,  Ltd.                               act and deed of              
                                                legalopinion.com, a Nevada
                                  corporation.
Before  me,                                        Before  me,                  

___________/S/______________               ___________/S/_____________________  
Delia  Daniel                              F.  Spelling                         
Notary  Public                             Notary  Public                       
My  commission  does  not  expire:         My Commission expires: N/A           

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ADDENDUM "A"

CERT.  #               ISSUE  DATE                    SHARES  ISSUED  
--------               -----------                    --------------  

7293                    11/30/1999                              1,333,333       
7294                    11/30/1999                                333,333(1)    
7330                    12/17/1999                              2,000,001       
7331                    12/17/1999                                250,000       
7332                    12/17/1999                                250,000       
7333                    12/17/1999                                666,667       
7334                    12/17/1999                                 83,333       
7335                    12/17/1999                                 83,333       

   (1) INDICATES CERTIFICATE ON DEPOSIT WITH THREE EFF

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 Exhibit to Proposal No. 5

 2000 COMPENSATORY STOCK OPTION PLAN

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legalopinion.com

 2000 COMPENSATORY STOCK OPTION PLAN

1.       Purpose  of  this  Plan.                                               

          This  Compensatory  Stock  Option  Plan  ("Plan")  is  intended  as an
employment  incentive,  to  aid  in  attracting  and  retaining in the employ or
service  of  legalopinion.com  ("Company"),  a  Nevada  corporation,  and  any  
Affiliated  company,  persons  of  experience and ability and whose services are
considered  valuable,  to encourage the sense of proprietorship in such persons,
and  to  stimulate  the  active  interest of such persons in the development and
success  of  the  Company.  This Plan provides for the issuance of non-statutory
stock  options  ("CSOs"  or  "Options")  which  are  not  intended to qualify as
"incentive  stock  options"  within  the  meaning of Section 422 of the Internal
Revenue  Code of 1986, as amended ("Code"). Certain other terms also are defined
in  Paragraph  17  and  elsewhere  of  this  Plan.                              

2.       Administration  of  this  Plan.                                        

          The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee ("Committee") of the Board
which  shall  consist of at least two members of the Board. At any time that the
Committee  is  not duly constituted, the Board itself shall have and fulfill the
duties  herein  allocated  to the Committee. The Committee shall have full power
and  authority  to  designate Plan participants, to determine the provisions and
terms  of  respective  CSOs  (which need not be identical as to number of shares
covered by any CSO, the method of exercise as related to exercise in whole or in
installments,  or  otherwise),  including  the  CSO  price, and to interpret the
provisions  and  supervise the administration of this Plan. The Committee may in
its  discretion provide that certain CSOs not vest (that is, become exercisable)
until  expiration  of  a certain period after issuance or until other conditions
are  satisfied,  so  long  as  not  contrary  to  this  Plan.                   

          A  majority of the members of the Committee shall constitute a quorum.
All  decisions  and  selections  made  by  the Committee pursuant to this Plan's
provisions  shall  be made by a majority of its members. Any decision reduced to
writing  and  signed by all of the members shall be fully effective as if it had
been  made  by a majority at a meeting duly held. The Committee shall select one
of  its  members  as  its chairman and shall hold its meetings at such times and
places  as  it  deems  advisable.  Each  Option  shall be evidenced by a written
agreement  containing  terms  and  conditions  established  by  the  Committee  
consistent  with  the  provisions  of  this  Plan.                              

3.       Designation  of  Participants                                          

          Only  Employees  as defined in sections 6.b and 17.g shall be eligible
for  participation  in  this  Plan.  The  Committee  shall  have  full  power to
designate,  from  among  eligible  individuals,  the persons to whom CSOs may be
granted.  A  person  who  has  been  granted  a  CSO hereunder may be granted an
additional  CSO  or  CSOs, if the committee shall so determine. Persons eligible
under  this Plan additionally may be granted one or more options under any other
compensation or stock option plan or awarded shares under any other benefit plan
of  the Company. No Option shall confer any right upon the Optionee with respect
to  the continuation of his employment (or his position as an Employee) with the
Company or any Affiliated Company, and shall not interfere with the right of the
Company  or any Affiliated Company to terminate such relationship(s) at any time
in  accordance  with  law  and  any  agreements  then  in  force.               

4.       Stock  Reserved  for  this  Plan.                                      

          Subject  to  adjustment  as  provided in Paragraph 9 below, a total of
3,000,000  Shares  of  Common  Stock  of  the Company ("Option Stock" or "Option
Shares")  shall  be  subject to this Plan. The Option Stock subject to this Plan
shall  consist of unissued shares of Common Stock or previously issued shares of
Common  Stock  reacquired and held by the Company or any Affiliated Company, and
such  number  of Option Shares shall be and is hereby reserved for sale for such
purpose.  Any Option Shares which may remain unsold and which are not subject to
outstanding  CSOs at the termination of this Plan shall cease to be reserved for
the  purpose  of this Plan, but until termination of this Plan the Company shall
at  all  times reserve a sufficient number of shares to meet the requirements of
this  Plan. Should any CSO expire or be cancelled prior to its exercise in full,
the  unexercised  Option  Shares  theretofore  subject  to such CSO may again be
subjected  to  a  CSO  under  this  Plan.                                       

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5.       Option  Exercise  Price.                                               

          The  purchase (grant) price of each share of Option Stock made subject
to  an  Option  shall be equal to 80% of the market price based upon the average
trading price during the four week period ending on the Friday before the Option
is  exercised.                                                                  

6.       Exercise  Period;  Vesting.                                            

          (a)      An  Option  shall have a term of not more than five (5) years
from  the  date  of  grant  and  shall  automatically  terminate:               

                     (i)          Upon  termination of the Optionee's employment
with  the  Company  for  cause;                                                 

                     (ii)         At the expiration of a period to be determined
by  the  Committee  at  the  time of grant which is not to exceed six (6) months
following  the date of termination of the Optionee's employment with the Company
without  cause  for any reason other than death; provided that if no such period
is specified in the Option, the Option shall automatically terminate thirty days
following  termination  of Optionee's employment; provided, further, that if the
Optionee  dies  within  such  period,  subclause  (iii)  below  shall  apply; or

                     (iii)        At  the expiration of twelve (12) months after
the  date  of  death  of  the  Optionee; provided, that the Committee may in its
discretion provide that any Option not be exercisable after the Optionee's death
or  may  be  exercised  for a further period which shall be not less than twelve
months.                                                                         

                     (iv)        Unless  otherwise  specified  in the Option, if
termination is due to the Optionee's "permanent and total disability" within the
meaning of Section 422(c)(6) of the Code, an Option may be exercised at any time
within  twelve  (12)  months  following  termination  of  employment  or  the   
relationship.                                                                   

          (b)     "Employee"  and  "Employment with the Company" as used in this
Plan shall include employment or relationship as an officer, director, employee,
consultant  or  adviser  with  the Company or any Affiliated Company in any such
capacity,  even  if employment or engagement in another capacity ceases. Options
granted  under  this  Plan  shall  not  be affected by an employee's transfer of
employment  among  the  Company  and  any  one  or more Affiliated Companies. An
Optionee's  employment  with  the  Company  shall  not  be deemed interrupted or
terminated  by  a  bona  fide  leave  of  absence  (such  as sabbatical leave or
employment by the Government) duly approved, military leave or sick leave. As to
consultants,  advisers  or  other non-employee providers of services, employment
with  the  Company  shall  be  deemed  to  cease  upon formal termination of the
Optionee's  engagement.                                                         

          (c)     Each  Option  may be made exercisable (that is, vest) in whole
or  in  installments,  cumulative  or  otherwise, during its term, or subject to
other  restrictions  or  limitations. Unless otherwise set forth in the granting
resolution, an Option shall vest immediately upon grant. If an Option is made to
vest  over time, any portion not vested at the time of termination of employment
or relationship as an Employee with the Company shall lapse as if never granted.
Nothing  contained  in this Section shall be construed to extend the term of any
Option  or  to permit anyone to exercise an Option after expiration of its term,
nor  shall  it  be  construed  to  increase the number of shares as to which any
Option  is exercisable from the amount exercisable on the date of termination of
the  Optionee's  employment  or  the  relationship.                             

7.       Exercise  Options.                                                     

          (a)      The  Committee,  in  granting  CSOs, shall have discretion to
determine  the terms upon which CSOs shall be exercisable, subject to applicable
provisions  of this Plan. Once available for purchase, unpurchased Option Shares
shall  remain  subject  to  purchase  until  the  CSO  expires  or terminates in
accordance  with  Paragraph 6 above. Unless otherwise provided in the CSO, a CSO
may  be  exercised  in  whole  or  in part, one or more times, but no CSO may be
exercised  for  a  fractional  share. Resulting fractions shall be rounded up or
down,  as  appropriate.                                                         

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          (b)     CSOs  may  be  exercised solely by the Optionee or a permitted
transferee  during  his  lifetime  or by a spouse or former spouse pursuant to a
qualified  domestic  relations  order, or if the Option permits, after his death
(with respect to the number of shares which the Optionee could have purchased at
the  time  of  death)  by  the  person  or  persons  entitled  thereto under the
decedent's  will  or  the  laws  of  descent  and  distribution.                

          (c)     The  purchase  price of the Option Shares as to which a CSO is
exercised  shall  be  paid  or  delivered in full at the time of exercise and no
Option  Shares  shall  be  issued  until full payment is made therefore. Payment
shall  be  made  by  any  one  or  more  of  the  following  means:             

                     (i)          in  cash,  represented  by  bank  or cashier's
check,  certified  check  or  money  order,  or  made  by  bank  wire  transfer;

                     (ii)         by  offsetting against the purchase price of a
cash  obligation  of  the  Company  which is both liquidated (meaning the dollar
amount  is  fixed  and  known  or  easily  determinable)  and  uncontested;     

                     (iii)        with  the  prior approval of the Committee, by
delivering  shares  of  the  Company's Common Stock which have been beneficially
owned by the Optionee, the Optionee's spouse or both of them, for a period of at
least  six (6) months prior to the time of exercise (the "Delivered Stock"), the
Delivered  Stock  to be valued by the Committee in good faith at its Fair Market
Value  on  the  date  of  exercise;                                             

                     (iv)        with  the  prior  approval of the Committee, by
delivery  of  shares  of  corporate  stock  which  are  freely tradeable without
restriction  and  which  are part of a class of securities which has been listed
for trading on the Nasdaq National Market System, the Nasdaq Small Cap Market or
a  national securities exchange, with an aggregate Fair Market Value on the date
of  exercise  equal  to  or greater than the exercise price of the Option Shares
being  purchased  under  the  Option  ("Other  Shares");  or                    

                     (v)          with  the  prior approval of the Committee, by
delivering  to  the  Company  the  Optionee's personal recourse promissory note,
adequately  secured  by property other than the Option Shares thereby purchased,
containing  such  terms  and  conditions  as  the  Committee  shall  determine. 

          (d)     An  Option  shall  be  deemed  exercised  when  written notice
thereof,  accompanied  by  the  appropriate  payment in full, is received by the
Company.  No  holder  of  an  Option  shall  be,  or  have any of the rights and
privileges  of,  a  shareholder  of  the Company in respect of any Option Shares
purchasable  upon exercise of an Option unless and until certificates evidencing
such  shares  shall  have  been  issued  by  the  Company  to  him,  her  or it.

8.       Non-Transferability  of  Options.                                      

           No  Option  shall  be  assignable or otherwise transferable except by
will  or  by  operation of law, pursuant to a qualified domestic relations order
(as  defined  in  Rule  16b-3  of the Securities and Exchange Commission, or any
successor  rule),  or  pursuant  to  Title  I  of the Employee Retirement Income
Security  Act  of 1974, as amended (ERISA), or rules thereunder. No CSO shall be
pledged or hypothecated in any manner, whether by operation of law or otherwise,
nor  be  subject  to  execution,  attachment  or  similar  process.  The  same  
restrictions  on  transfer  or  assignment  shall  apply to any heirs, devisees,
beneficiaries,  legal  representatives or other persons acquiring this Option or
an  interest herein under such an instrument or by operation of law. Any attempt
to  transfer  or  otherwise  dispose  of an Option in contravention of its terms
shall  void  the  Option.                                                       

9.       Reorganization  and  Recapitalization  of  the  Company.               

          (a)      No  Limit  Imposed on Corporate Powers. The existence of this
Plan  and  Options  granted  hereunder  shall not affect in any way the right or
power  of  the  Company  or  its  shareholders  to make or authorize any and all
adjustments,  recapitalizations,  reorganizations  or  other  changes  in  the  
Company's  capital  structure or its business, or any merger or consolidation of
the  Company,  or  any  issue of bonds, debentures or other indebtedness, or any
preferred  or prior preference stocks senior to or affecting the Common Stock or
the  rights  thereof,  or  the dissolution or liquidation of the Company, or any
sale,  exchange or transfer of all or any part of its assets or business, or any
other  corporate act or proceeding, whether of a similar character or otherwise.

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          (b)     Certain Adjustments to be Made. The Option Shares with respect
to  which Options may be granted hereunder are shares of the Common Stock of the
Company  as  currently  constituted.  In certain instances, the number of shares
purchasable upon exercise of Options and the exercise price shall be adjusted as
provided  herein.  All  adjustments made under this Section shall be made by the
Committee  in good faith in its sole discretion. Every adjustment in outstanding
options  shall  be  made  without  change  in  the total price applicable to the
unexercised  portion  of  the  Option but with a corresponding adjustment in the
exercise  price  per  share  and  numbers  (and  if  applicable,  kind) of share
purchasable.                                                                    

          (c)     Stock Splits, Stock Combinations, Etc. If, and whenever, prior
to  delivery  by  the  Company  of all of the Option Shares which are subject to
Options  granted  hereunder,  the Company shall effect a split or combination of
the  Common  Stock  or other capital readjustment, the payment of a Common Stock
dividend,  or  recapitalization, reclassification or other increase or reduction
of  the  number  of  shares  of  the  Common Stock outstanding without receiving
compensation  therefor in money, services or property, then the number of Option
shares available under this Plan and the number of Option shares with respect to
which  Options  granted  hereunder  may thereafter be exercised shall (i) in the
event  of  an  increase  in the number of outstanding shares of Common Stock, be
proportionately  increased  , and the cash consideration payable per share shall
be  proportionately  reduced; and (ii) in the event of a reduction in the number
of  outstanding shares of Common Stock, be proportionately reduced, and the cash
consideration  payable  per  share  shall  be  proportionately  increased.      

          (d)     Certain  Other Changes in the Common Stock. If the outstanding
Common  Stock  shall  be  hereafter  increased  or decreased, or changed into or
exchanged  for  a  different number or kind of shares or other securities of the
Company  or  of  another  corporation,  by  reason  of  reorganization,  merger,
consolidation, share exchange or other business combination in which the Company
is the surviving parent corporation, appropriate adjustment shall be made by the
Committee  in  the  number  and  kind of shares for which Options may be granted
under  the Plan. In addition, the Committee shall make appropriate adjustment in
the  number  and  kind of shares as to which outstanding and unexercised Options
shall  be  exercisable, to the end that the proportionate interest of the holder
of  the  Option  shall,  to  the extent practicable, be maintained as before the
occurrence  of  such  event.                                                    

          (e)     Certain  Defined Reorganization. For purposes of this Section,
the  term "Reorganization" shall mean any reorganization, merger, consolidation,
share  exchange,  or other business combination pursuant to which the Company is
not  the  surviving  parent  corporation  after  the  effective  date  of  the  
Reorganization,  or  any sale or lease of all or substantially all of the assets
of  the  Company,  and  the term "Reorganization Agreement" shall mean a plan or
agreement  with  respect  to  a Reorganization. Nothing herein shall require the
Company  to  adopt  a  Reorganization  Agreement,  or  to make provision for the
adjustment,  change,  conversion,  or  exchange  of  any  Options, or the shares
subject  thereto,  in  any  Reorganization Agreement which it does adopt. In the
event  of  a  Reorganization  (as  hereinafter  defined),  then,                

                     (i)          If there is no Reorganization Agreement, or if
the  Reorganization  Agreement does not specifically provide for the adjustment,
change,  conversion,  or exchange of the outstanding and unexercised options for
cash  or  other  property  or  securities  of  another  corporation,  then  any 
outstanding  and  unexercised  options shall terminate as of a future date to be
fixed  by  the  Committee;  or,                                                 

                     (ii)         If  there  is  a Reorganization Agreement, and
the  Reorganization  Agreement specifically provides for the adjustment, change,
conversion,  or  exchange of the outstanding and unexercised options for cash or
other  property or securities of another corporation, the Committee shall adjust
the  shares under such outstanding and unexercised options, and shall adjust the
shares  remaining  under  the  Plan which are then available for the issuance of
options  under  the Plan of Reorganization Agreement for the adjustment, change,
conversion,  or  exchange  of  such  options  and  shares.                      

                     (iii)        The  Committee  shall provide to each Optionee
then  holding  an  outstanding  and unexercised Option not less than thirty (30)
calendar  days'  advance  written  notice  of  any  date  fixed by the Committee
pursuant  to  this  Section  13 and of the terms of any Reorganization Agreement
providing for the adjustment, change, conversion, or exchange of outstanding and
unexercised  Options.  Except  as  the  Committee  may  otherwise  provide, each
Optionee  shall have the right during such period to exercise his Option only to
the  extent that the Option was exercisable on the date such notice was provided
to  the  Optionee.                                                              

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          (f)      Dissolution  or  Liquidation. In the event of the dissolution
or  liquidation  of  the  Company, any outstanding and unexercised options shall
terminate  as  of  a  future  date  to  be  fixed  by  the  Committee.          

          (g)     No Adjustments to be Made. Except as expressly provided above,
the  Company's  issuance  of  shares  of  its  capital  stock  of  any class, or
securities  convertible  into shares of its capital stock of any class, for cash
or  property,  or  for  labor  or  services, either upon direct sale or upon the
exercise  of  rights  or  warrants  to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into or exchangeable for shares
of  capital  stock  or other securities of the Company, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of Option
shares  subject  to CSOs granted hereunder or the purchase price of such shares.

10.     Purchase  for  Investment.                                              

          Unless  the  Option  Shares  covered by this Plan have been registered
under  the  Act  prior to issuance, each person exercising a CSO under this Plan
may  be  required  by the Company to give a representation in writing that he is
acquiring  such  shares for his or her own account for investment and not with a
view  to,  or for sale in connection with, the distribution of any part thereof.

11.     Effective  Date  and  Expiration  of  this  Plan.                       

          This  Plan  shall  be  effective  as of January 1,2000 the date of its
adoption  by  the Board, and no CSO shall be granted pursuant to this Plan after
its  expiration.  This  Plan shall expire on December 31, 2005 except as to CSOs
then  outstanding,  which shall remain in effect until they have expired or been
exercised.                                                                      

12.     Amendments  or  Termination.                                            

          The  Committee  or  Board may amend, alter or discontinue this Plan at
any  time in such respects as it shall deem advisable in order to conform to any
change in any other applicable law, or in order to comply with the provisions of
any  rule  or  regulation  of the Securities and Exchange Commission required to
exempt  this  Plan  or any CSOs granted thereunder from the operation of Section
16(b) of the Exchange Act, or in any other respect not inconsistent with Section
16(b)  of  the  Exchange Act; provided, that no amendment or alteration shall be
made  which would impair the rights of any participant under any CSO theretofore
granted,  without  his  consent  (unless made solely to conform such CSO to, and
necessary  because of, changes in the foregoing laws, rules or regulations), and
except  that  no  amendment  or alteration shall be made without the approval of
shareholders  which  would  increase the total number of shares reserved for the
purposes  of  this  Plan  (except  as  provided  in  Paragraph  9) or extend the
expiration  date  of  this  Plan  as  set  forth  in  Paragraph  11.            

13.     Government  Regulations.                                                

          This  Plan,  and  the granting and exercise of CSOs hereunder, and the
obligation  of  the  Company  to sell and deliver Option Shares under such CSOs,
shall  be  subject  to  all  applicable laws, rules and regulations, and to such
approvals  by  any governmental agencies or national securities exchanges as may
be  required.                                                                   

14.     Liability.                                                              

          No  member  of  the  Board  of  Directors  or  the  Committee, nor any
Employees or agents of the Company or any Affiliated Company shall be personally
liable  for  any  action,  omission  or  determination  made  in  good  faith in
connection  with  this  Plan.                                                   

15.     Options  in  Substitution  for  Other  Options.                         

          The Committee may, in its sole discretion, at any time during the term
of this Plan, grant new options to an Employee as defined under this Plan or any
other stock option plan of the Company on the condition that such Employee shall
agree  to  and  surrender for cancellation one or more outstanding options which
represent  the  right  to  purchase (after giving effect to any previous partial
exercise  thereof) a number of shares, in relation to the number of shares to be
covered by the new conditional grant hereunder, determined by the Committee. The
Employee's  consent to the substitution of a new option plan must be obtained or
the terms of this Option Plan shall remain in effect as to the Employee. Options
may  be  granted  under  this Plan from time to time in substitution for similar
rights held by employees of other corporations who are about to become employees
of the Company or an Affiliated Company as a result of a merger or consolidation

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of  the  employing corporation with the Company or an Affiliated Company, or the
acquisition  by  the  Company  or  an  Affiliated  Company  of the assets of the
employing  corporation,  or  the  acquisition  by  the  Company or an Affiliated
Company  of stock of the employing corporation as the result of which such other
corporation  becomes  an  Affiliated  Company.                                  

16.     Withholding  Taxes.                                                     

          Pursuant  to  applicable  federal  and  state laws, the Company may be
required  to  collect  withholding taxes upon the exercise of a CSO. The Company
may  require,  as  a  condition  to  the  exercise  of  a CSO, that the Optionee
concurrently  pay  to  the  Company  the entire amount or a portion of any taxes
which  the  Company  is required to withhold by reason of such exercise, in such
amount  as the Committee or the Company in its discretion may determine. In lieu
of  part  or all of any such payment, the Optionee may elect to have the Company
withhold from the shares to be issued upon exercise of the option that number of
shares  having  a  Fair  Market  Value  equal to the amount which the Company is
required  to  withhold.                                                         

17.     Other  Definitions.                                                     

          Whenever  used  in  this  Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth below:

          a.        "Act"  means  the  U.S.  Securities Act of 1933, as amended.

          b.       "Affiliated  Company"  means  any Parent or Subsidiary of the
Company.                                                                        

          c.       "Award"  or  "grant"  means  any grant of a CSO (Option) made
under  this  Plan.                                                              

          d.       "Board  of  Directors"  means  the  Board of Directors of the
Company.  The  term  "Committee"  is  defined  in  Section  2  of  this  Plan.  

          e.       "Common  Stock" or "Common Shares" means the common stock, $.
par value per share, of the Company, or in the event that the outstanding Common
shares  are  hereafter  changed  into  or  exchanged  for  different  shares  or
securities  of the Company or any other issuer, such other shares or securities.

          f.        "Date  of  Grant" means the day the Committee authorizes the
grant  of  a  CSO or such later date as may be specified by the Committee as the
date  a  particular  grant  will  become  effective.                            

          g.       "Employee"  means  and  includes  the  following persons: (i)
executive officers, officers and directors (including advisory and other special
directors) of the Company or an Affiliated Company, (ii) full-time and part-time
employees  of  the Company or an Affiliated Company (iii) persons engaged by the
Company  or  an Affiliated Company as a consultant, advisor or agent; and (iv) a
lawyer,  law  firm,  accountant  or  accounting  firm,  or other professional or
professional  firm  engaged  by  the  Company  or  an  Affiliated  Company.     

          h.       "Optionee"  means  an  Employee  to  whom  a  CSO is granted.

          i.        "Parent"  means  any  corporation  owning 50% or more of the
total  combined  voting  stock  of  all  classes  of  the  Company or of another
corporation  qualifying  as  a  Parent  within  this  definition.               

          j.        "Subsidiary"  means  a corporation in which more than 50% of
the  total  combined  capital  stock of all classes is held by the Company or by
another  corporation  qualifying  as  a  Subsidiary  within  this  definition.  

18.     Litigation.                                                             

          In  the  event  that any Optionee or Optionee's successor should bring
any  lawsuit  or other action or proceeding ("Action") against the Company or an
Affiliated  Company based upon or arising in relation to an Option, an Optionee,
or  successor,  as  the  case  may be, and the Optionee does not prevail in such
Action,  then  the  Optionee  shall  be  required  to  reimburse  the Company or

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Affiliated  Company's  costs and expenses, including reasonable attorneys' fees,
incurred  in  defending  such  action  and appealing any award by a lower court.

19.     Miscellaneous  Provisions.                                              

          The  place  of  administration  of  this Plan shall be in the State of
Washington  (or subsequently, wherever the Company's principal executive offices
are  located), and the validity, construction, interpretation and effect of this
Plan  and  of  its  rules,  regulations  and  rights  relating  to  it, shall be
determined  solely  in  accordance  with  the  laws  of  the  State of Nevada or
subsequent  state  of  domicile,  should  the  Company  be  redomiciled. Without
amending  this  Plan,  the  Committee  may  issue  Options and Options Shares to
Employees  of  the  Company  who  are  foreign nationals or employed outside the
United  States,  or  both,  on  such  terms  and conditions different from those
specified in this Plan but consistent with the purpose of this Plan, as it deems
necessary  and  desirable to create equitable opportunities given differences in
tax laws in other countries. All expenses of administering this Plan and issuing
Option  and  Option  Shares  shall  be  borne  by  the  Company.                

          By  signature  below,  the  undersigned officers of the Company hereby
certify  that  the foregoing is a true and correct copy of the 1999 Compensatory
Stock  Option  Plan  of  the  Company.                                          

DATED:                                                                          

legalopinion.com

By:  _____Rae Meier______________              By:_____/s/_________             
Authorized  Officer                          Rae Meier                
                             Secretary

legalopinion.com

CERTIFICATION OF PLAN ADOPTION

          I,  the undersigned Secretary of this corporation, hereby certify that
the  foregoing  Compensatory  Stock  Option  Plan  of  this corporation was duly
approved by the requisite number of holders of the issued and outstanding common
stock  of  this  corporation  as  of  the  date  below.                         

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Date  of  Approval:                                                             

 /s/
   Rae Meier
 Secretary
39

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		12/31/05		36
		6/30/01		7		23
		6/1/01		20
		3/15/01		6
		12/1/00		10
		6/23/00		3		5
		5/26/00		5
Filed on:		5/15/00		5		10			10QSB
For Period End:		5/12/00
		5/5/00		29
		5/1/00		7
		4/17/00		29
		3/31/00		10		21			10QSB
		12/31/99		11		21			10-K,  10KSB/A
		11/22/99		7		20
		8/9/99		3		20			3
		7/28/99		7
		5/15/99		7
		4/17/99		15
		4/7/99		7		20
		12/31/97		3		7
		9/30/97		3		7			10QSB
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