EXHIBIT 4

                             NEVADA REVISED STATUTES
                         SECTION 92A.300 THROUGH 92A.500
                        RIGHTS OF DISSENTING STOCKHOLDERS

92A.300. Definitions

         As used in NRS 92A.300 to 92A.500, inclusive, unless the context
otherwise requires, the words and terms defined in NRS 92A.305 to 92A.335,
inclusive, have the meanings ascribed to them in those sections.

92A.305. "Beneficial stockholder" defined

         "Beneficial stockholder" means a person who is a beneficial owner of
shares held in a voting trust or by a nominee as the stockholder of record.

92A.310. "Corporate action" defined

         "Corporate action" means the action of a domestic corporation.

92A.315. "Dissenter" defined

         "Dissenter" means a stockholder who is entitled to dissent from a
domestic corporation's action under NRS 92A.380 and who exercises that right
when and in the manner required by NRS 92A.400 to 92A.480, inclusive.

92A.320. "Fair value" defined

         "Fair value," with respect to a dissenter's shares, means the value of
the shares immediately before the effectuation of the corporate action to which
he objects, excluding any appreciation or depreciation in anticipation of the
corporate action unless exclusion would be inequitable.

92A.325. "Stockholder" defined

         "Stockholder" means a stockholder of record or a beneficial stockholder
of a domestic corporation.

92A.330. "Stockholder of record" defined

         "Stockholder of record" means the person in whose name shares are
registered in the records of a domestic corporation or the beneficial owner of
shares to the extent of the rights granted by a nominee's certificate on file
with the domestic corporation.

92A.335. "Subject corporation" defined

         "Subject corporation" means the domestic corporation which is the
issuer of the shares held by a dissenter before the corporate action creating
the dissenter's rights becomes effective or the surviving or acquiring entity of
that issuer after the corporate action becomes effective.


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92A.340. Computation of interest

         Interest payable pursuant to NRS 92A.300 to 92A.500, inclusive, must be
computed from the effective date of the action until the date of payment, at the
average rate currently paid by the entity on its principal bank loans or, if it
has no bank loans, at a rate that is fair and equitable under all of the
circumstances.

92A.350. Rights of dissenting partner of domestic limited partnership

         A partnership agreement of a domestic limited partnership or, unless
otherwise provided in the partnership agreement, an agreement of merger or
exchange, may provide that contractual rights with respect to the partnership
interest of a dissenting general or limited partner of a domestic limited
partnership are available for any class or group of partnership interests in
connection with any merger or exchange in which the domestic limited partnership
is a constituent entity.

92A.360. Rights of dissenting member of domestic limited(liability company

         The articles of organization or operating agreement of a domestic
limited( liability company or, unless otherwise provided in the articles of
organization or operating agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the interest of a dissenting
member are available in connection with any merger or exchange in which the
domestic limited(liability company is a constituent entity.

92A.370. Rights of dissenting member of domestic nonprofit corporation

         1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or by-laws, any member of any constituent domestic
nonprofit corporation who voted against the merger may, without prior notice,
but within 30 days after the effective date of the merger, resign from
membership and is thereby excused from all contractual obligations to the
constituent or surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have existed if
there had been no merger and the membership had been terminated or the member
had been expelled.

         2. Unless otherwise provided in its articles of incorporation or
by-laws, no member of a domestic nonprofit corporation, including, but not
limited to, a cooperative corporation, which supplies services described in
chapter 704 of NRS to its members only, and no person who is a member of a
domestic nonprofit corporation as a condition of or by reason of the ownership
of an interest in real property, may resign and dissent pursuant to subsection
1.

92A.380. Right of stockholder to dissent from certain corporate actions and to
obtain payment for shares

         1. Except as otherwise provided in NRS 92A.370 and 92A.390, a
stockholder is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of any of the following corporate actions:

                  (a) Consummation of a plan of merger to which the domestic
corporation is a constituent entity: (1) If approval by the stockholders is
required for the merger by NRS 92A. 120 to 92A.160, inclusive, or the articles
of incorporation, regardless of whether the stockholder is entitled to vote on
the plan of merger; or (2) If the domestic corporation is a subsidiary and is
merged with its parent pursuant to NRS 92A.180.


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                  (b) Consummation of a plan of exchange to which the domestic
corporation is a constituent entity as the corporation whose subject owner's
interests will be acquired, if his shares are to be acquired in the plan of
exchange.

                  (c) Any corporate action taken pursuant to a vote of the
stockholders to the event that the articles of incorporation, by-laws or a
resolution of the board of directors provides that voting or nonvoting
stockholders are entitled to dissent and obtain payment for their shares.

         2. A stockholder who is entitled to dissent and obtain payment pursuant
to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action
creating his entitlement unless the action is unlawful or fraudulent with
respect to him or the domestic corporation.

92A.390. Limitations on right of dissent: Stockholders of certain classes or
series; action of stockholders not required for plan of merger

         1. There is no right of dissent with respect to a plan of merger or
exchange in favor of stockholders of any class or series which, at the record
date fixed to determine the stockholders entitled to receive notice of and to
vote at the meeting at which the plan of merger or exchange is to be acted on,
were either listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers, Inc., or held
by at least 2,000 stockholders of record, unless:

                  (a) The articles of incorporation of the corporation issuing
the shares provide otherwise; or

                  (b) The holders of the class or series are required under the
plan of merger or exchange to accept for the shares anything except: (1) Cash,
owner's interests or owner's interests and cash in lieu of fractional owner's
interests of: (I) The surviving or acquiring entity; or (II) Any other entity
which, at the effective date of the plan of merger or exchange, were either
listed on a national securities exchange, included in the national market system
by the National Association of Securities Dealers, Inc., or held of record by a
least 2,000 holders of owner's interests of record; or (2) A combination of cash
and owner's interests of the kind described in sub( subparagraphs (I) and (II)
of subparagraph (1) of paragraph (b).

         2. There is no right of dissent for any holders of stock of the
surviving domestic corporation if the plan of merger does not require action of
the stockholders of the surviving domestic corporation under NRS 92A.130.

92A.400. Limitations on right of dissent: Assertion as to portions only to
shares registered to stockholder; assertion by beneficial stockholder

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

         2. A beneficial stockholder may assert dissenter's rights as to shares
held on his behalf only if:

                  (a) He submits to the subject corporation the written consent
of the stockholder of record to the dissent not later than the time the
beneficial stockholder asserts dissenter's rights; and


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                  (b) He does so with respect to all shares of which he is the
beneficial stockholder or over which he has power to direct the vote.

92A.410. Notification of stockholders regarding right of dissent

         1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, the notice of the meeting must
state that stockholders are or may be entitled to assert dissenters' rights
under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those
sections.

         2. If the corporate action creating dissenters' rights is taken by
written consent of the stockholders or without a vote of the stockholders, the
domestic corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.

92A.420. Prerequisites to demand for payment for shares

         1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, a stockholder who wishes to
assert dissenter's rights:

                  (a) Must deliver to the subject corporation, before the vote
is taken, written notice of his intent to demand payment for his shares if the
proposed action is effectuated; and

                  (b) Must not vote his shares in favor of the proposed action.

         2. A stockholder who does not satisfy the requirements of subsection 1
and NRS 92A.400 is not entitled to payment for his shares under this chapter.

92A.430. Dissenter's notice: Delivery to stockholders entitled to assert rights;
contents

         1. If a proposed corporate action creating dissenters' rights is
authorized at a stockholders' meeting, the subject corporation shall deliver a
written dissenter's notice to all stockholders who satisfied the requirements to
assert those rights.

         2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:

                  (a) State where the demand for payment must be sent and where
and when certificates, if any, for shares must be deposited;
                  (b) Inform the holders of shares not represented by
certificates to what extent the transfer of the shares will be restricted after
the demand for payment is received;

                  (c) Supply a form for demanding payment that includes the date
of the first announcement to the news media or to the stockholders of the terms
of the proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;

                  (d) Set a date by which the subject corporation must receive
the demand for payment, which may not be less than 30 nor more than 60 days
after the date the notice is delivered; and

                  (e) Be accompanied by a copy of NRS 92A.300 to 92A.500,
inclusive.


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92A.440. Demand for payment and deposit of certificates; retention of rights of
stockholder

         1. A stockholder to whom a dissenter's notice is sent must:

                  (a) Demand payment;

                  (b) Certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the dissenter's notice for
this certification; and

                  (c) Deposit his certificates, if any, in accordance with the
terms of the notice.

         2. The stockholder who demands payment and deposits his certificates,
if any, before the proposed corporate action is taken retains all other rights
of a stockholder until those rights are canceled or modified by the taking of
the proposed corporate action.

         3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the dissenter's
notice, is not entitled to payment for his shares under this chapter.

92A.450. Uncertificated shares: Authority to restrict transfer after demand for
payment; retention of rights of stockholder

         1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment is
received.

         2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are canceled or modified by the taking of the proposed corporate
action.

92A.460. Payment for shares: General requirements

         1. Except as otherwise provided in NRS 92A.470, within 30 days after
receipt of a demand for payment, the subject corporation shall pay each
dissenter who complied with NRS 92A.440 the amount the subject corporation
estimates to be the fair value of his shares, plus accrued interest. The
obligation of the subject corporation under this subsection may be enforced by
the district court:

                  (a) Of the county where the corporation's registered office is
located; or

                  (b) At the election of any dissenter residing or having its
registered office in this state, of the county where the dissenter resides or
has its registered office. The court shall dispose of the complaint promptly.

         2. The payment must be accompanied by:

                  (a) The subject corporation's balance sheet as of the end of a
fiscal year ending not more than 16 months before the date of payment, a
statement of income for that year, a statement of changes in the stockholders'
equity for that year and the latest available interim financial statements, if
any;

                  (b) A statement of the subject corporation's estimate of the
fair value of the shares;

                  (c) An explanation of how the interest was calculated;


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                  (d) A statement of the dissenter's rights to demand payment
under NRS 92A.480; and

                  (e) A copy of NRS 92A.300 to 92A.500, inclusive.

92A.470. Payment for shares: Shares acquired on or after date of dissenter's
notice

         1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set forth in
the dissenter's notice as the date of the first announcement to the news media
or to the stockholders of the terms of the proposed action.

         2. To the extent the subject corporation elects to withhold payment,
after taking the proposed action, it shall estimate the fair value of the
shares, plus accrued interest, and shall offer to pay this amount to each
dissenter who agrees to accept it in full satisfaction of his demand. The
subject corporation shall send with its offer a statement of its estimate of the
fair value of the shares, an explanation of how the interest was calculated, and
a statement of the dissenters' right to demand payment pursuant to NRS 92A.480.

92A.480. Dissenter's estimate of fair value: Notification of subject
corporation; demand for payment of estimate

         1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due, and
demand payment of his estimate, less any payment pursuant to NRS 92A.460, or
reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of
his shares and interest due, if he believes that the amount paid pursuant to NRS
92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his
shares or that the interest due is incorrectly calculated.

         2. A dissenter waives his right to demand payment pursuant to this
section unless he notifies the subject corporation of his demand in writing
within 30 days after the subject corporation made or offered payment for his
shares.

92A.490. Legal proceeding to determine fair value: Duties of subject
corporation; powers of court; rights of dissenter

         1. If a demand for payment remains unsettled, the subject corporation
shall commence a proceeding within 60 days after receiving the demand and
petition the court to determine the fair value of the shares and accrued
interest. If the subject corporation does not commence the proceeding within the
60(day period, it shall pay each dissenter whose demand remains unsettled the
amount demanded.

         2. A subject corporation shall commence the proceeding in the district
court of the county where its registered office is located. If the subject
corporation is a foreign entity without a resident agent in the state, it shall
commence the proceeding in the county where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
entity was located.

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


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         4. The jurisdiction of the court in which the proceeding is commenced
under subsection 2 is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend a decision on the
question of fair value. The appraisers have the powers described in the order
appointing them, or any amendment thereto. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.

         5. Each dissenter who is made a party to the proceeding is entitled to
a judgment:

                  (a) For the amount, if any, by which the court finds the fair
value of his shares, plus interest, exceeds the amount paid by the subject
corporation; or

                  (b) For the fair value, plus accrued interest, of his
after(acquired shares for which the subject corporation elected to withhold
payment pursuant to NRS 92A.470.

92A.500. Legal proceeding to determine fair value: Assessment of costs and fees

         1. The court in a proceeding to determine fair value shall determine
all of the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment.

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

                  (a) Against the subject corporation and in favor of all
dissenters if the court finds the subject corporation did not substantially
comply with the requirements of NRS 92A.300 to 92A.500, inclusive; or

                  (b) Against either the subject corporation or a dissenter in
favor of any other party, if the court finds that the party against whom the
fees and expenses are assessed acted arbitrarily, vexatiously or not in good
faith with respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.

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

         4. In a proceeding commenced pursuant to NRS 92A.460, the court may
assess the costs against the subject corporation, except that the court may
assess costs against all or some of the dissenters who are parties to the
proceeding, in amounts the court finds equitable, to the extent the court finds
that such parties did not act in good faith in instituting the proceeding.

         5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68
or NRS 17.115.

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