Alex Blumkin, Director

      Alex Blumkin, age 29, graduated from high school in Odessa, Ukraine in 1987 specializing in English and other foreign languages. He attended Medical College No. 1 and graduated in 1989 with a degree in Dentistry. He graduated in 1992 from Yshinsky University with a teaching certificate in Psychology. Following graduation from college Mr. Blumkin became active in the import/export business. He established Bipa, a company engaged in trading commodities, precious metals and other natural resources.

      In 1995 Bipa was listed as one of the largest 1,000 companies of its type in the Universal Space catalog. Bipa was enormously successful. In the course of developing Bipa Mr. Blumkin developed strong American relationships consulting on a broad array of contracts establishing business activities resulting in impressive profitability. Mr. Blumkin visited the United States many times and made use of his skills and contacts learning how to apply American business methods to the economy in the Ukraine.

      Mr. Blumkin organized a new company called Exodus which introduced the first credit card in the Ukraine. The introduction of the credit card expanded the business possibilities of local companies allowing their goods and services to be purchased by individuals using credit rather than hard currency. The use of credit cards was supported and backed by the major banking systems in the Ukraine largely through the efforts of Mr. Blumkin. This success opened numerous doors and presented many new business opportunities at the global level.

      In addition to operating the credit card business Exodus became the largest advertising agency in the Ukraine. Due to his knowledge and business acumen efforts Exodus introduced the first yellow pages for telephone directories in the Ukraine. Mr. Blumkin and his associates developed the largest Exhibition Center in the Ukraine to promote international trade. Outdoor advertising including billboards and light boxes were introduced to improve the marketing of goods and services for businesses in the Ukraine. The success of Exodus led to increased business activity in numerous regions of the Ukrainian economy.

      Mr. Blumkin lived in the United States for several years beginning in 1995 as a legal immigrant. He has actively continued his business interests In the United States. In 1999 he proudly became a U.S. citizen. He has been active for the last few years in the financial sector. Investments being his area of expertise he seeks opportunities in real estate, securities and business turnarounds. He currently has ownership interests in A.S. Victory, a hotel supply company which is experiencing rapid growth. He will serve as a director until the next scheduled meeting of shareholders in January, 2001.

Richard D. Spencer, Director and Chief Financial Administrator

      Mr. Richard D. Spencer joined the office of the Comptroller of the Currency as an Assistant National Bank Examiner and obtained a full commission in 1965. He left the Comptroller in 1969 and joined Liberty National Bank in San Francisco, California, as Cashier/Chief Accounting Officer. He rejoined the Comptroller's office in 1972 for one year and then joined United States National Bank of San Diego, California. In 1974 he became Chief Executive Officer of Commercial and Farmers National Bank in Ventura, California. After four years this bank grew to over $ 100 million in assets and was sold.

      In 1978 Mr. Spencer became Chief Executive Officer of Mechanics National Bank in Los Angeles, California. During his three year tenure this bank doubled in size and grew to over $ 120 million in assets. Between 1980 and 1986 Mr. Spencer worked as President and chief operating officer of various other banks in the Western United States. Between 1986 and 1996 Mr. Spencer became Executive Vice President /Chief Administrative Officer for real estate developer, Martin V. Smith & Associates and undertook a variety of tasks. He left this organization in 1996 but was retained on a long term consulting contract.

      In January 1997 Mr. Spencer joined Channel Islands National Bank, Oxnard, California, as President/CEO/Director and worked to reorganize the bank and increase earnings. In this position he increased earnings and assets and attained @ "Premier" Performance rating from the Findley Group, the first in over ten years. Mr. Spencer resigned in June of 1998 and continues to provide consulting services to various clients. He joined R.W. Hertel & Sons, Inc., a real estate developer in 1999 and continues to act as COO/CFO for said company.

      In January 2001 Mr. Spencer was elected to the Company and is currently acting as Chief Financial Administrator.

Trish R. Francis, Director and Secretary

      Ms. Francis has had an extensive business career after completing two years of college; studying a variety of business disciplines. Ms. Francis worked for prominent plastic surgeons, where she was responsible for general office management to include detailed deciphering and transcription of surgical records, enhancement of patient care and all financial responsibilities. She managed a construction company coordinating and implementing all facets, to include restructuring of the entire organization and operating strategies.

      After moving from Oklahoma to California in 1986, Ms. Francis managed the Claremont Dental Clinic, supervising a group of doctors and employees. Upon completion of an entire office reorganization, her responsibilities took on a sophisticated management position.

      During the last ten years, Ms. Francis advanced her professional career and talents in assuming a major role by undertaking vast responsibilities for an international financial consulting organization, to include executive administrative duties and becoming the liaison between that office and the financial community. Activities consisted of preparing legal documents for corporate reorganizations and mergers. Ms. Francis also synchronized activities between the various management, legal and accounting groups.