SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[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 240.14a-11(c) or 240.14a-12

                           IRVINE PACIFIC CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

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


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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


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

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

- --------------------------------------------------------------------------------
     (4)  Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
     (5)  Total fee paid:

[ ]  Fee paid previously with preliminary materials.

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

     (1)  Amount Previously Paid:

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

- --------------------------------------------------------------------------------
     (3)  Filing Party:

- --------------------------------------------------------------------------------
     (4)  Date Filed:





                           IRVINE PACIFIC CORPORATION
                            1731 TWENTY FIRST STREET
                         SANTA MONICA, CALIFORNIA 90404

October 31, 2003

Dear Shareholders:

         You  are  cordially   invited  to  attend  a  special  meeting  of  the
shareholders  of Irvine  Pacific  Corporation,  which will be held at 10:  a.m.,
pacific time, on November __, 2003, at our offices  located at 1721 Twenty First
Street,  Santa  Monica,  CA 90404.  At the special  meeting,  we will ask you to
consider  and vote on a  proposal  to change the state of  incorporation  of the
Company from Colorado to Delaware.

         The reincorporation  will result in a change in the Company's name from
Irvine  Pacific  Corporation to iMedia  International,  Inc. It will not however
result in a change in our headquarters,  business, jobs, management, location of
any of our offices or facilities,  number of employees,  assets,  liabilities or
net worth. We believe it will be beneficial to the Company and its  shareholders
in the long run to obtain the benefits of Delaware's  comprehensive  widely used
and extensively  interpreted  corporate law. We further believe the benefits are
supported  by the fact that more than half of the  Fortune 500  publicly  traded
companies are incorporated in Delaware.  Because of differences between the laws
of Colorado and Delaware,  as well as differences  between the Company's charter
and bylaws before and after the reincorporation, the reincorporation will effect
some changes in your rights as shareholders of the Company. The most significant
of these changes are  discussed in detail in the  accompanying  proxy  statement
under  "Comparison of Shareholder  Rights Before and After the  Reincorporation"
beginning on page 5. We expect that the reincorporation  will be tax-free to you
for U.S.  federal income tax purposes.  Upon completion of the  reincorporation,
your shares will continue to be quoted on the Pink Sheets.

         The board of  directors  of the Company has  unanimously  approved  the
reincorporation proposal.  Approval of the proposal by shareholders will require
the  affirmative  vote of the holders of a majority of all the votes entitled to
be cast by the holders of our common stock.

         Your   board  of   directors   recommends   that  you  vote  "FOR"  the
reincorporation in Delaware.

         Your vote is very  important,  regardless  of the  number of shares you
own.  Whether or not you intend to be present at the special  meeting in person,
please  complete,  date and sign the  enclosed  proxy  card and return it in the
envelope  provided for that purpose.  If your shares are held in an account at a
brokerage firm or bank, you must instruct the brokerage firm or bank how to vote
your shares. I look forward to your support.


                                                      Sincerely,

                                                      David MacEachern, Chairman





                                       2


                           IRVINE PACIFIC CORPORATION
                            1721 Twenty First Street
                         Santa Monica, California 90404
                                 (310) 453-4499

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                     To be held on Friday, November 7, 2003

To our Shareholders:

         You are cordially  invited to attend a special  meeting of shareholders
of Irvine Pacific Corporation, a Colorado corporation.

         When:      Friday , November 7, 2003 at 10: a.m., pacific time.

         Where:     1721 Twenty First Street, Santa Monica, California 90404.

         Why:       1.   To  consider  and vote on a proposal  to  reincorporate
                         Irvine  Pacific  Corporation  ("IPC") from the State of
                         Colorado to the State of Delaware.  The reincorporation
                         is to be effected  pursuant to an Agreement and Plan of
                         Merger by and  between  iMedia  International,  Inc,  a
                         Delaware  corporation  ("iMedia")  and a  wholly  owned
                         subsidiary  of IPC,  pursuant  to which IPC will  merge
                         with  and  into  the  iMedia,  and  iMedia  will be the
                         surviving corporation.  Approval of the reincorporation
                         proposal    will    constitute    approval    of    the
                         reincorporation  merger and the  Agreement  and Plan of
                         Merger.

                    2.   To transact  such other  business as may properly  come
                         before  the  meeting,  including  any  postponement  or
                         adjournment  thereof to solicit  additional  proxies in
                         favor of  proposal  1 above in the event that there are
                         not sufficient  votes for approval of proposal 1 at the
                         meeting.

         Shareholders  of record of Irvine  Pacific  Corporation at the close of
business on October 22, 2003, are entitled to vote at the special meeting or any
postponements or adjournments thereof.

         Because  the  shares of our  common  stock are not listed on a national
exchange of quoted on Nasdaq, you are entitled to assert dissenters' rights with
respect to the reincorporation  proposal under the Colorado Business Corporation
Act.

         Whether  or not you  intend to be  present  at the  special  meeting in
person,  we urge you to please  complete,  date and sign the enclosed  proxy and
return it in the  envelope  provided  for that  purpose,  which does not require
postage if mailed in the United States.

Santa Monica, California
October  31, 2003

We urge you to complete, date and sign the enclosed proxy and return it promptly
in the enclosed envelope. The proxy is revocable at any time prior to its use.



                                       3


                           IRVINE PACIFIC CORPORATION
                            1721 Twenty First Street
                         Santa Monica, California 90404
                                 (310) 453-4499


                         SPECIAL MEETING OF SHAREHOLDERS
                            Friday, November 7, 2003



                                 PROXY STATEMENT

         This proxy  statement is being  furnished  to holders of common  stock,
$.001  ("IPC  Common  Stock"),  of  Irvine  Pacific   Corporation,   a  Colorado
corporation  (the "Company" or "IPC"),  in connection  with the  solicitation of
proxies  by  our  board  of  directors  for  use  at a  special  meeting  of our
shareholders,  or any  adjournment or postponement  thereof,  to be held at 1721
Twenty First Street, Santa Monica,  California 90404 on Friday, November 7, 2003
at 10: a.m.,  pacific time.  This proxy statement and the  accompanying  form of
proxy are being first mailed to our shareholders on or about October 31, 2003.

         The special meeting has been called for the following purposes:

         1.       To  consider  and  vote on a  proposal  to  reincorporate  the
                  Company  from the State of Colorado to the State of  Delaware.
                  The reincorporation is to be effected pursuant to an Agreement
                  and Plan of Merger  by and  between  the  Company  and  iMedia
                  International,  Inc., a Delaware corporation  ("iMedia") and a
                  wholly owned subsidiary of the Company,  pursuant to which the
                  Company  will merge with and into  iMedia,  and iMedia will be
                  the  surviving  corporation.  Approval of the  reincorporation
                  proposal  will  constitute  approval  of  the  reincorporation
                  merger and the Agreement and Plan of Merger.

         2.       To transact  such other  business as may properly  come before
                  the meeting, including any postponement or adjournment thereof
                  to solicit  additional proxies in favor of proposal 1 above in
                  the event that there are not sufficient  votes for approval of
                  proposal 1 at the meeting.

         Only  shareholders  of record at the close of  business  on October 22,
2003  are  entitled  to vote  at the  special  meeting  or any  adjournments  or
postponements  thereof.  At the close of  business  on the record  date,  we had
58,475,558  shares of IPC Common Stock  outstanding  and entitled to vote at the
special meeting.

         As of the close of business on the record date,  directors and officers
of the Company  beneficially  owned 28,053,510 shares of IPC Common Stock. Which
represents  approximately  48.61% of the voting power of IPC Common Stock. As of
the close of business  on the record  date,  Waletta  Far East LTD  beneficially
owned 5,440,000 shares of IPC Common Stock, representing 9.48% of the shares and
voting power of IPC Common Stock.  These parties which  collectively hold 58.09%
of the voting  power of IPC Common  Stock have  informed  us that they intend to
vote all of the shares of IPC Common Stock  beneficially  owned by them in favor
of the reincorporation proposal.

         Our executive  offices are located at 1721 Twenty First  Street,  Santa
Monica,  California 90404,  telephone (310) 453-4499.  The shares represented by
each valid proxy  received in a timely manner will be voted in  accordance  with
the  choices you  indicate  on the proxy.  A valid proxy will be voted "FOR" the
proposals  listed on the proxy card  unless  otherwise  indicated  on such proxy
card.  Shareholders  who hold their  shares in street  name must  provide  their
broker with  instructions on how to vote the "street name" shares. A broker will
not be permitted to vote on the reincorporation  proposal without  instructions.
If you abstain from voting or you fail to vote,  or to instruct  your broker how
to vote any shares  held for you in your  broker's  name,  it will have the same
effect as a vote against the reincorporation proposal.



                                       4


                               SUMMARY TERM SHEET

The  following is only a summary of certain  material  information  contained in
this document.  You should  carefully review this entire document along with the
annexes attached hereto to understand the proposal fully.

     o    Time and Place of Special  Meeting (See cover page,  Notice of Special
          Meeting  of  Shareholders):  Friday,  November  7,  2003 at 10:  a.m.,
          Pacific Time, at 1721 Twenty First  Street,  Santa Monica,  California
          90404.

     o    Record Date (See page 1): You can vote at the  special  meeting if you
          owned  common  stock of  Irvine  Pacific  Corporation  at the close of
          business on October 22, 2003.

     o    Proposal to be Voted on (See page 2): We are  proposing  to change our
          state of  incorporation  from  Colorado to Delaware by merging  into a
          wholly owned  subsidiary.  We sometimes  refer to this proposal as the
          reincorporation proposal.

     o    Our Reasons for the Reincorporation Proposal (See page 3): The primary
          reason for the reincorporation  from Colorado to Delaware is to obtain
          the benefits of Delaware's comprehensive,  widely used and extensively
          interpreted corporation law.

     o    Our Name in Connection with the Reincorporation:  Our name will change
          in connection  with the  reincorporation;  we will continue  operation
          under the name "iMedia International, Inc."

     o    Effect of Approving the Reincorporation  Proposal (See page 5): If the
          reincorporation  proposal is approved, the reincorporation merger will
          be consummated and the Company will be  incorporated in Delaware.  The
          reincorporation  will  not  change,   headquarters,   business,  jobs,
          management,  location of any of our offices or  facilities,  number of
          employees, assets, liabilities or net worth. Our current directors and
          officers  will  become  the  directors  and  officers  of iMedia  upon
          effectiveness of the reincorporation. None of our subsidiaries will be
          changing their respective  states or jurisdictions of incorporation in
          connection with the reincorporation proposal.

     o    Effect of Not Approving the Reincorporation  Proposal (See page 5): If
          the  reincorporation  proposal  fails to obtain the vote  required for
          approval,  the reincorporation  merger will not be consummated and the
          Company  will  continue to operate as a  corporation  incorporated  in
          Colorado.

     o    What You Will Receive in the Reincorporation  Merger (See page 4): You
          will not need to exchange your existing stock  certificates  for stock
          certificates  of  iMedia.  Each of your  shares  of IPC  Common  Stock
          automatically will be converted into one share of iMedia Common Stock,
          and each of your  shares of IPC Common  Stock,  with  respect to which
          dissenters'  rights are not validly  perfected,  automatically will be
          converted into one share of common stock of iMedia.

     o    Effect of the  Reincorporation  on the  Trading of Your  Shares of IPC
          Common   Stock   (See   page  3):  At  the   effective   time  of  the
          reincorporation merger, your shares of IPC Common Stock will become an
          equivalent  number of shares of iMedia  Common Stock and will continue
          to be quoted on the Pink Sheets.

     o    Recommendation of the Board of Directors of the Company (See page 16):
          The board of directors of the Company  recommends  that you vote "For"
          the reincorporation proposal.

     o    Vote Required (See page 1): Approval of the  reincorporation  proposal
          will require the affirmative  vote of the holders of a majority of all
          of the votes entitled to be cast by.  Approval of the  reincorporation
          proposal will constitute  approval of the  reincorporation  merger and
          the Merger Agreement.

     o    How to Vote Your Shares (See pages 1-2):  Complete,  date and sign the
          enclosed  proxy card and mail it in the  enclosed  return  envelope as
          soon as  possible,  so that  your  shares  may be  represented  at the


                                       5


          special meeting. In order to assure that your vote is obtained, please
          send us your  completed,  dated and signed proxy even if you currently
          plan to attend the special meeting in person.

     o    How to Revoke  Your  Proxy  (See page 2):  You may  revoke  your proxy
          either by  delivering  to the Secretary of the Company a signed notice
          of  revocation  or a later dated and properly  executed  proxy,  or by
          attending the meeting and voting in person.

     o    Dissenters' Rights (See pages 16-17): Because the shares of our common
          stock are not listed on a National  Exchange or quoted on Nasdaq,  the
          holder of such shares is entitled to dissenters' rights under Colorado
          law in  connection  with the  reincorporation.  We do not  expect  the
          holder of our common stock to exercise such rights.

     o    Voting of Shares Held in "Street  Name" (See page 1): Your broker will
          not be permitted, without your instructions,  to vote your shares held
          in street name on the reincorporation proposal. You should, therefore,
          be sure to provide your broker with  instructions  on how to vote your
          shares.  Failure to vote,  or to instruct  your broker how to vote any
          shares held for you in your broker's  name,  will have the same effect
          as a vote against the reincorporation proposal.

     o    Tax Effects of the Reincorporation  (See page 16): We believe that the
          reincorporation  will be tax-free to our  shareholders and you will be
          entitled  to the same  aggregate  basis in the shares of iMedia as the
          aggregate basis you have in our common stock. Everyone's tax situation
          is different  and you should  consult  with your  personal tax advisor
          regarding the tax effects of the reincorporation.

     o    Changes in Shareholder  Rights (See pages 5-15):  After  completion of
          the  reincorporation  merger,  the rights of all shareholders  will be
          governed by Delaware law and by the Company's Delaware  certificate of
          incorporation   and   bylaws.   The  most   significant   changes   in
          shareholders'   rights  before  and  after  the   reincorporation  are
          discussed in detail in "Proposal  1--Reincorporation of the Company as
          a Delaware  Corporation--Comparison  of Shareholder  Rights Before and
          After the Reincorporation" on pages 5-15.

     o    Whom You Should Call with  Questions:  If you have further  questions,
          you  may  contact  our  Executive   President,   Kelly   Konzelman  on
          310-453-4499.





























                                       6


                                TABLE OF CONTENTS

VOTING MATTERS  ...............................................................7
RECORD DATE; SHARES OUTSTANDING AND VOTING RIGHTS .............................7
QUORUM AND VOTE REQUIRED .....................................................10
PROXIES AND VOTING PROCEDURES .................................................7
PROPOSAL 1 ....................................................................8
GENERAL .......................................................................8
NO CHANGE IN NAME, BUSINESS, JOBS, PHYSICAL LOCATION, ETC. ....................8
REASONS FOR THE REINCORPORATION ...............................................8
IMEDIA ........................................................................9
THE MERGER AGREEMENT .........................................................20
EFFECTIVE TIME ................................................................9
EFFECT OF NOT OBTAINING THE REQUIRED VOTE FOR APPROVAL .......................10
COMPARISON OF SHAREHOLDER RIGHTS BEFORE AND AFTER THE REINCORPORATION ........10
FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION MERGER ................16
ACCOUNTING TREATMENT OF THE REINCORPORATION MERGER ...........................16
REGULATORY APPROVAL ..........................................................17
DISSENTERS' RIGHTS FOR THE HOLDER OF IPC COMMON STOCK ........................17
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND CERTAIN
    BENEFICIAL OWNERS ........................................................18
SOLICITATION PROCEDURES ......................................................18
OTHER BUSINESS ...............................................................18
    ANNEX A AGREEMENT AND PLAN OF MERGER .....................................20
    ANNEX B CERTIFICATE OF INCORPORATION OF THE COMPANY ......................25
    ANNEX C BYLAWS OF THE COMPANY ............................................29
    ANNEX D COLORADO BUSINESS CORPORATION ACT ................................45


























                                       7


                                 VOTING MATTERS

         RECORD DATE; SHARES OUTSTANDING AND VOTING RIGHTS

         Our board of  directors  has fixed the close of business on October 22,
2003 as the record date for the determination of holders of shares of IPC Common
Stock  entitled to receive  notice of and to vote at the special  meeting or any
adjournments or  postponements  thereof.  At the close of business on the record
date,  the Company had 58,475,558  outstanding.  Each  outstanding  share of IPC
Common Stock is entitled to one vote. Approval of the  reincorporation  proposal
will constitute approval of the reincorporation merger and the Merger Agreement.

         QUORUM AND VOTE REQUIRED

         The  presence,  in person or by proxy,  of the holders of a majority of
the outstanding  shares of IPC Common Stock is necessary to constitute a quorum.
Abstentions  and broker  non-votes  will be  considered  present at the  special
meeting for the purpose of  calculating  a quorum.  If there are not  sufficient
votes in  attendance at the meeting in person or by proxy to constitute a quorum
for approval of any matters to be voted upon at the special meeting, the special
meeting may be adjourned to permit further  solicitation  of proxies in order to
achieve a quorum.

         You may vote in favor of, abstain,  or vote against the reincorporation
proposal. The reincorporation proposal will only be implemented if we obtain the
required shareholder vote.

         PROXIES AND VOTING PROCEDURES

         All shares of IPC Common Stock represented by properly executed proxies
received prior to or at the special meeting,  and not revoked,  will be voted in
accordance  with the  instructions  indicated in those  proxies.  If no specific
instructions  are given on the proxy card with  respect to the  matter(s)  to be
acted upon at the special meeting,  shares of IPC Common Stock  represented by a
properly  executed  proxy  will be voted  "FOR" the  proposals  set forth on the
accompanying proxy card.

         Shareholders who hold their shares through nominees such as a broker or
a bank (i.e., in street name) must provide their broker with instructions on how
to vote the street name  shares.  If your broker  holds your shares in its name,
your  broker may not vote your  shares on the  reincorporation  proposal  absent
instruction  from you.  Consequently,  without your voting  instruction  on this
item, a broker non-vote will occur.  Failure to vote, or to instruct your broker
how to vote any shares held for you in your  broker's  name,  will have the same
effect as a vote against the reincorporation proposal.

         The election  inspector  appointed for the meeting will tabulate  votes
cast in person or by proxy at the special meeting.  Jeffrey Thomas,  will act as
inspector of election for the special meeting.

         Each proxy  should be  completed,  dated,  signed and  returned  in the
envelope provided for that purpose.  Proxies properly executed and returned in a
timely  manner  will be voted at the  special  meeting  in  accordance  with the
directions noted in the proxy.  Any shareholder  giving a proxy has the power to
revoke it any time before it is voted,  either by delivering to the secretary of
the Company a signed notice of revocation or a later dated and properly executed
proxy or by attending  the special  meeting and voting in person.  Attendance at
the meeting will not in itself revoke a proxy.  Any written notice of revocation
or  subsequent  proxy  should  be sent so as to be  delivered  to our  executive
offices, Attention: Kelly Konzelman, or hand delivered to Kelly Konzelman at the
address  of our  executive  offices,  at or  before  the vote to be taken at the
special  meeting.  In order to assure that your vote is obtained,  please return
your properly  completed,  dated and executed  proxy to us even if you currently
plan to attend the special meeting in person.

         So far as the Company's board of directors is aware,  the proposals set
forth in the  accompanying  proxy card are the only  matters to be acted upon at
the special  meeting.  If any other  matters  are  properly  brought  before the
special meeting,  including without limitation,  a motion to adjourn the special
meeting to another  time and/or  place for the purpose of,  among other  things,
disseminating  information  regarding  material  developments  relating  to  the
reincorporation  proposal, or soliciting additional proxies in favor of approval


                                       8


of  the  reincorporation  proposal,  the  persons  whose  names  appear  on  the
accompanying proxy card will vote the shares represented by such proxy upon such
matters in their discretion;  provided, however, that if the Company proposes to
adjourn the special  meeting for the purpose of soliciting  additional  votes in
favor of the reincorporation  proposal, and seeks a vote of shareholders on such
adjournment,  no proxy that is voted  against the last proposal set forth on the
proxy card (or on which a shareholder  elects to abstain on such matter) will be
voted in favor of any  adjournment  for the  purpose  of  soliciting  additional
proxies if such  proposal to adjourn is made by the Company.  Should the special
meeting be  reconvened,  all  proxies  will be voted in the same  manner as they
would have been voted when the special meeting was originally  convened,  except
for proxies effectively revoked or withdrawn prior to the time proxies are voted
at the reconvened special meeting.

                                   PROPOSAL 1
                  REINCORPORATION OF IRVINE PACIFIC CORPORATION
                            IN THE STATE OF DELAWARE

         GENERAL

         At the special  meeting  shareholders  of the Company  will be asked to
vote upon the  reincorporation  of the Company from the State of Colorado to the
State of Delaware. The reincorporation will be effected pursuant to an Agreement
and Plan of Merger, dated as of October ___, 2003 (the "Merger  Agreement"),  by
and between the Company and iMedia a wholly owned subsidiary of the Company.  On
October __, 2003,  the boards of directors of each of the companies  unanimously
approved  the  Merger  Agreement,  and  subsequently  the  Company,  as the sole
stockholder of iMedia,  adopted the Merger  Agreement.  The Merger  Agreement is
attached as Annex A to this proxy statement.

         NO CHANGE IN, BUSINESS, JOBS, PHYSICAL LOCATION, ETC.

         The  reincorporation  merger will effect a change in the legal domicile
of the Company, the name of the Company and other changes of a legal nature, the
most  significant of which are described below under the heading  "Comparison of
Shareholder  Rights  Before  and  After  the   Reincorporation."   However,  the
reincorporation  merger  will not  result in any  changes  in our  headquarters,
business, jobs, management, location of our office, number of employees, assets,
liabilities  or net worth  (other than as a result of the costs  incident to the
reincorporation  merger,  which are immaterial).  Our management,  including all
directors   and  officers,   will  remain  the  same  in  connection   with  the
reincorporation  merger and will assume identical  positions with iMedia.  There
will be no new employment  agreements for executive  officers or other direct or
indirect interest of the current directors or executive  officers of the Company
in the  reincorporation  merger  as a result  of the  reincorporation.  Upon the
effective time of the  reincorporation  merger,  your shares of IPC Common Stock
will be converted into an equivalent number of shares of iMedia Common Stock.

         REASONS FOR THE REINCORPORATION

         Delaware is a nationally recognized leader in adopting and implementing
comprehensive  and flexible  corporate laws. The General  Corporation Law of the
State of Delaware (the "DGCL") is frequently  revised and updated to accommodate
changing legal and business  needs.  Almost 60% of the Fortune 500  corporations
are  incorporated in Delaware.  With the  anticipated  growth of the Company and
changes  in  the  composition  of our  management  and  board  of  directors  in
connection with the recent acquisition of Hollywood Previews,  Inc. a California
corporation,  we think it will be beneficial to the Company and its shareholders
to obtain the benefits of Delaware corporate law.

         In addition, Delaware has established a specialized court, the Court of
Chancery,  having exclusive  jurisdiction over matters relating to the DGCL. The
Chancery Court has no jurisdiction  over criminal and tort cases,  and corporate
cases are heard by judges,  without  juries,  who have many years of  experience
with corporate  issues.  Traditionally,  this has meant that the Delaware courts
are able in most cases to process corporate  litigation  relatively  quickly and
effectively.  By  comparison,  many states,  including  Colorado,  do not have a
specialized judiciary over matters relating to corporate issues.



                                       9


         Delaware courts have developed  considerable  expertise in dealing with
corporate  legal issues and produced a substantial  body of case law  construing
Delaware  corporate laws, with multiple cases  concerning areas that no Colorado
court has  considered.  Because our  judicial  system is based  largely on legal
precedents,  the  abundance  of  Delaware  case law should  serve to enhance the
relative clarity and predictability of many areas of corporate law, which should
offer added  advantages  to the Company by allowing our board of  directors  and
management to make corporate  decisions and take corporate  actions with greater
assurance as to the validity and consequences of those decisions and actions.

         iMedia

         iMedia, our wholly owned subsidiary, was incorporated under the DGCL on
October __, 2003 under the name "iMedia  International,  Inc.,"  exclusively for
the  purpose  of merging  with the  Company.  The  address  and phone  number of
iMedia's  principal  office are the same as those of the  Company.  Prior to the
reincorporation  merger,  iMedia will have no material assets or liabilities and
will not have carried on any business.

         Upon  completion  of the  reincorporation  merger,  the  rights  of the
stockholders  of iMedia  will be  governed  by the DGCL and the  certificate  of
incorporation   and  the  bylaws  of  iMedia  (the   "Delaware   Certificate  of
Incorporation"   and  the  "Delaware   Bylaws,"   respectively).   The  Delaware
Certificate of Incorporation  and the Delaware Bylaws are attached to this proxy
statement as Annexes B and C, respectively.

         THE MERGER AGREEMENT

         The Merger Agreement provides that the Company will merge with and into
iMedia,  with iMedia  being the  surviving  corporation.  Pursuant to the Merger
Agreement,  iMedia  will  assume  all  assets and  liabilities  of the  Company,
including  obligations  under our outstanding  indebtedness  and contracts.  Our
existing  board of directors and officers will become the board of directors and
officers of iMedia for identical terms of office. Our existing subsidiaries will
become the subsidiaries of iMedia.

         At the effective time of the  reincorporation  merger, each outstanding
share of IPC Common  Stock,  with  respect to which  dissenters'  rights are not
validly  perfected,  automatically  will be  converted  into one share of common
stock, par value $0.001, of iMedia ("iMedia Common Stock"). You will not have to
exchange your existing stock  certificates of the Company for stock certificates
of iMedia.  However,  after  consummation  of the  reincorporation  merger,  any
stockholder  desiring a new form of stock  certificate  may submit the  existing
stock certificate to iMedia's transfer agent for cancellation,  and obtain a new
Delaware form of certificate.

         The Merger Agreement was unanimously approved by the board of directors
of the Company and the board of directors of iMedia and subsequently was adopted
by  the  Company,   as  the  sole   stockholder  of  iMedia.   Approval  of  the
reincorporation  proposal (which  constitutes  approval of the Merger Agreement)
requires the  affirmative  vote of the holders of a majority of all of the votes
entitled to be cast.

         EFFECTIVE TIME

         If  approved  by the  requisite  vote of it,  is  anticipated  that the
reincorporation  merger,  and  consequently  the  reincorporation,  will  become
effective  at the time set forth in each of the  Articles  of Merger to be filed
with the Secretary of State of Colorado  (together with the Merger Agreement) in
accordance  with Article  7-111-105 of the CBCA and the Certificate of Merger to
be filed with the  Secretary of State of Delaware in  accordance  with ss.252 of
the DGCL.  However,  the Merger  Agreement  may be  terminated  and abandoned by
action  of the  board of  directors  of the  Company  at any  time  prior to the
effective  time of the  reincorporation  merger,  whether  before  or after  the
approval by holders of shares of IPC Common Stock,  if the board of directors of
the Company determines for any reason, in its sole judgment and discretion, that
the  consummation of the  reincorporation  merger would be inadvisable or not in
the best interests of the Company and its shareholders.






                                       10




         EFFECT OF NOT OBTAINING THE REQUIRED VOTE FOR APPROVAL

         If the reincorporation  proposal fails to obtain the requisite vote for
approval,  the  reincorporation  merger will not be consummated  and the Company
will continue to be incorporated in Colorado.

         COMPARISON OF SHAREHOLDER RIGHTS BEFORE AND AFTER THE REINCORPORATION

         Because  of  differences  between  the  CBCA and the  DGCL,  as well as
differences  between  the  Company's  charter  and  bylaws  before and after the
reincorporation,  the reincorporation  will effect some changes in the rights of
the  Company's   shareholders.   Summarized   below  are  the  most  significant
differences  between the rights of the  shareholders  of the Company  before and
after the reincorporation, as a result of the differences among the CBCA and the
DGCL, the Articles of  Incorporation  of the Company (the "Colorado  Articles of
Incorporation")  and the Bylaws of the Company (the  "Colorado  Bylaws") and the
Delaware  Certificate of Incorporation  and the Delaware Bylaws.  In addition to
the changes  described below,  certain  technical  changes have been made to the
Delaware  Certificate of Incorporation  and Delaware Bylaws in comparison to the
Colorado Articles of Incorporation  and Colorado Bylaws to reflect  non-material
differences  between the DGCL and the CBCA. The summary below is not intended to
be  relied  upon  as  an  exhaustive  list  of  all  differences  or a  complete
description of the differences, and is qualified in its entirety by reference to
the CBCA, the Colorado Articles of Incorporation, the Colorado Bylaws, the DGCL,
the Delaware Certificate of Incorporation and the Delaware Bylaws.

                     VOTE REQUIRED FOR ELECTION OF DIRECTORS

The Colorado  Bylaws  provide that a        The Delaware  Bylaws  provide that a
majority  of the shares  entitled to        plurality of the votes of the shares
vote for  directors  is  required in        present in person or  represented by
order to elect a director.                  proxy at a meeting  and  entitled to
                                            vote for  directors  is  required in
                                            order to elect a director.


                    ACTION BY SHAREHOLDERS WITHOUT A MEETING

As   required   by  the  CBCA,   the        Consistent   with  the  DGCL  which,
Colorado Bylaws provide that (i) any        unlike the CBCA, permits stockholder
action  required or  permitted to be        action  to be  taken  by  less  than
taken at a shareholders' meeting may        unanimous   written   consent,   the
be taken without a meeting if all of        Delaware  Bylaws  provide  that  any
the  shareholders  entitled  to vote        action  that  could  be  taken at an
thereon  consent  to such  action in        annual   or   special   meeting   of
writing  and (ii)  action by written        stockholders  may be taken without a
consent is to be effective as of the        meeting,  without  prior  notice and
date the last  writing  necessary to        without a vote if  written  consents
effect the action is received by the        are   signed  by  the   holders   of
secretary of the Company, unless all        outstanding  stock  having  not less
of the written consents necessary to        than  the  minimum  number  of votes
effect  the  action  specify a later        that would be necessary to authorize
date  as the  effective  date of the        or take such  action at a meeting at
action.                                     which all  shares  entitled  to vote
                                            thereon were  present and voted.  In
                                            addition,   consistent   with   DGCL
                                            requirements,  the  Delaware  Bylaws
                                            contain the following two provisions
                                            which  are not  provided  for by the
                                            Colorado Bylaws:  (i) in order to be
                                            effective, all written consents must
                                            be  delivered  to  iMedia  within 60
                                            days of the earliest  dated  consent
                                            delivered to iMedia, and (ii) prompt
                                            notice  of  the  action  by  written
                                            consent   must  be  given  to  those
                                            stockholders  who have not consented
                                            in  writing  and who,  if the action
                                            had been taken at a  meeting,  would
                                            have been  entitled to notice of the
                                            meeting if the record  date for such
                                            meeting   had  been  the  date  that
                                            written   consents   signed   by   a
                                            sufficient number of stockholders to
                                            take the action  were  delivered  to
                                            iMedia.


                                       11


                              REMOVAL OF DIRECTORS


As   required   by  the  CBCA,   the        The    Delaware    Certificate    of
Colorado  Articles of  Incorporation        Incorporation  and  Delaware  Bylaws
and Colorado Bylaws provide that any        provide the same right of removal of
director  may be  removed,  with  or        directors as the  Colorado  Articles
without  cause,  only by the holders        of Incorporation and Colorado Bylaws
of IPC Common  Stock and only if the        except that the vote required of the
votes   cast  in  favor  of  removal        holders of iMedia  Common  Stock for
exceed   the  votes   cast   against        removal was modified, as required by
removal.                                    the DGCL,  to a majority vote of the
                                            shares of iMedia  Common  Stock then
                                            entitled  to vote at an  election of
                                            directors.


                                 INDEMNIFICATION

The Colorado Bylaws require that the        The Delaware Bylaws provide that the
Company   indemnify   the  following        officers and directors of iMedia are
persons,  only if such persons acted        to be  indemnified  to  the  fullest
in good  faith and in a manner  such        extent  permitted  by Delaware  law.
persons reasonably believed to be in        The  Delaware  Bylaws do not contain
or not opposed to the best interests        the following  provisions  that were
of the Company,  and with respect to        expressly  required by Colorado  law
any  criminal  proceeding,   had  no        (but  not  by  Delaware   law):  (i)
reasonable   cause  to  believe  the        limiting    indemnification   of   a
person's  conduct was unlawful:  (i)        director or officer  with respect to
directors,  except with respect to a        a   personal   benefit    improperly
personal benefit improperly received        received or (ii) the  requirement of
by such  directors and (ii) officers        a  notice  to  stockholders  in  the
and  employees,  except with respect        event  of  indemnification   of,  or
to matters  in which  such  officers        advancement    of    expenses    to,
and  employees  are  adjudged  to be        directors  of  the   corporation  in
liable    for    their   own   gross        connection  with a proceeding  by or
negligence or willful misconduct and        in the right of the corporation.  In
except  with  respect  to a personal        addition, the Delaware Bylaws do not
benefit improperly  received by such        expressly  prohibit  indemnification
officers and employees. In addition,        of an  officer  or  employee  if the
as required by the CBCA, the Company        officer or  employee  is adjudged to
is  required  to give  shareholders,        be liable  for gross  negligence  or
with or before  the  notice  for the        willful  misconduct  or require that
next shareholders' meeting, a notice        iMedia   indemnify    employees   of
of  all   indemnification   of,   or        iMedia, but instead permit iMedia to
advancement    of    expenses    to,        indemnify   employees  when  and  as
directors    of   the   Company   in        authorized by appropriate  corporate
connection  with a proceeding  by or        action  using  applicable   Delaware
in the right of the corporation.            standards.   It   should  be  noted,
                                            however,  that the  Delaware  Bylaws
                                            are   otherwise   similar   to   the
                                            Colorado   Bylaws  with  respect  to
                                            mandatory  indemnification by iMedia
                                            of directors and officers,  and that
                                            all  such  persons  must act in good
                                            faith and in a manner  such  persons
                                            reasonably  believed to be in or not
                                            opposed  to the  best  interests  of
                                            iMedia,  and  with  respect  to  any
                                            criminal    proceeding,    had    no
                                            reasonable   cause  to  believe  the
                                            person's conduct was unlawful.


                                            In  addition,  the  Delaware  Bylaws
                                            contain the following provisions not
                                            currently  contained in the Colorado
                                            Bylaws: (i) mandatory  reimbursement
                                            of   expenses   of   directors   and
                                            officers,   upon   receipt   of   an
                                            undertaking  by  such  director  and
                                            officer   to   repay   all   amounts
                                            advanced   if  such   director   and
                                            officer is ultimately determined not
                                            to be entitled to indemnification by
                                            iMedia,  (ii) a  clarification  that
                                            any  repeal  or   amendment  of  the
                                            indemnification provisions contained
                                            in  the  Delaware  Bylaws  will  not
                                            adversely   affect   any   right  or
                                            protection  in respect of any act or
                                            omission occurring prior to the time
                                            of such repeal or modification,  and



                                       12


                                            (iii)     iMedia    will     provide
                                            indemnification   to  directors  and
                                            officers with respect to proceedings
                                            commenced by the director or officer
                                            only   if   commencement   of   such
                                            proceeding  has been  authorized  by
                                            the board of directors of iMedia.

                    NOTICE OF ADJOURNMENTS AND OTHER ACTIONS

Consistent   with  the   CBCA,   the        The Delaware  Bylaws provide for the
Colorado  Bylaws require that (i) if        same  notice   requirements  as  the
the authorized shares of the Company        Colorado Bylaws, except that the set
are to be  increased,  at  least  30        notice period for an increase in the
days'  notice  shall be given to the        authorized   shares  was  eliminated
shareholders of record and (ii) if a        because  Delaware does not require a
shareholder meeting is adjourned for        set  notice  period  notice  and the
more than 120 days (in which  case a        120-day   notice   in  the  case  of
new  record  date is to be  fixed by        adjournments  was changed to a 0-day
the  board  of   directors   of  the        notice to reflect Delaware law.
Company),  notice  shall be given to
record  holders as of the new record
date.


                                   RECORD DATE

Consistent   with  the   CBCA,   the        Consistent   with  the   DGCL,   the
Colorado  Bylaws  provide  that with        Delaware  Bylaws differ with respect
respect to all actions requiring the        to  the   Colorado   Bylaws  in  the
fixing of a record  date  (including        following  ways:  (i)  the  Delaware
distributions)    other    than    a        Bylaws  provide that the record date
shareholder    action   by   written        is  not to  precede  the  date  upon
consent,  the record  date is not to        which  the  resolution   fixing  the
be  more  than 70  days  before  the        record  date is adopted by the board
meeting   or  action   requiring   a        of directors,  (ii) when applicable,
determination of shareholders.  With        the  record  date  is not to be more
respect to a  shareholder  action by        than 60 days  before the  meeting or
written consent,  the record date is        action  requiring  determination  of
the  date on  which a  writing  upon        stockholders,  except in the case of
which  the  action is taken is first        an action by  written  consent,  the
received by the Company.                    record date for which must be not be
                                            more  than 10 days  after  the  date
                                            upon which the resolution fixing the
                                            record  date is adopted by the board
                                            of directors,  and (iii) in the case
                                            of   a   stockholder   meeting,   in
                                            addition to the maximum limit of the
                                            record  date  being not more than 60
                                            days before the  meeting,  a minimum
                                            limit  applies to the record date of
                                            not  less  than 10 days  before  the
                                            meeting.


            AMENDMENT TO THE ARTICLES (CERTIFICATE) OF INCORPORATION

Under  the CBCA,  amendments  to the        Under the DGCL, stockholders are not
Colorado  Articles of Incorporation,        entitled   to  enact,   without  any
other  than  ministerial  amendments        action   taken   by  the   board  of
authorized by the directors  without        directors,   an   amendment  to  the
shareholder  action, may be proposed        Delaware        Certificate       of
by the  board  of  directors  of the        Incorporation.   Amendments  to  the
Company or by the  holders of shares        Delaware        Certificate       of
representing  at least 10% of all of        Incorporation generally require that
the votes entitled to be cast on the        the  board  of  directors   adopt  a
amendment. The board of directors of        resolution    setting    forth   the
the  Company  must   recommend   the        amendment,       declaring       its
amendment   to   the   shareholders,        advisability  and submitting it to a
unless   the   amendment   is  being        vote of the stockholders.
proposed  by  the  shareholders,  or
unless   the   board  of   directors
determines   that   because   of   a
conflict   of   interest   or  other
special circumstances it should make
no  recommendation  and communicates
the basis for its  determination  to
the shareholders with the amendment.



                                       13



                             AMENDMENT TO THE BYLAWS


The Colorado Bylaws provide that the        The Delaware Bylaws provide that the
board  of   directors   may   amend,        board of  directors  of  iMedia  may
restate  or repeal the bylaws of the        amend,  restate or repeal the bylaws
Company by the  affirmative  vote of        of  iMedia  at  any   meeting  by  a
two-thirds of the full board.               majority of the directors present at
                                            a  meeting  at  which  a  quorum  is
                                            present.


                                 PREFERRED STOCK

The     Colorado     Articles     of        The    Delaware    Certificate    of
Incorporation authorize the board of        Incorporation   contains  a  similar
directors  of the  Company  to issue        authorization   for  the   board  of
shares of preferred  stock in one or        directors  with respect to preferred
more  series,  and to fix  for  each        stock. The Board is permitted to fix
series the number,  dividend rights,        whether or not the holders of shares
conditions of redemption,  rights on        of a series of preferred  stock will
dissolution, voting rights (but only        have voting  rights and the terms of
to the limited  extent the preferred        those voting rights,  in addition to
stock is  granted  the right to vote        the  voting   rights   provided   by
by the CBCA),  conversion privileges        Delaware law. No shares of preferred
and other rights and  limitations to        stock  will be issued in  connection
the extent permitted by the CBCA. No        with the reincorporation.
shares   of   preferred   stock  are
currently issued or outstanding.            The  authorized  shares of preferred
                                            stock  for both the  Company  today,
                                            and    for    iMedia    after    the
                                            reincorporation, may be used for any
                                            proper corporate purpose approved by
                                            the   board  of   directors.   Their
                                            availability  enables  the  board of
                                            directors  to act  with  flexibility
                                            and dispatch when favorable  capital
                                            raising or acquisition opportunities
                                            arise which permit the use of equity
                                            securities  other than common stock.
                                            Under  certain  circumstances,   the
                                            preferred     stock    could    have
                                            anti-takeover  effects. The terms of
                                            the preferred stock, and in the case
                                            of iMedia,  the ability of the board
                                            of directors  to give the  preferred
                                            stock  a  wider   array  of   voting
                                            rights,  could  discourage or thwart
                                            persons seeking to effect a takeover
                                            or  otherwise  gain  control  of the
                                            Company or iMedia.


                                   DISSOLUTION

Under   the   CBCA,   the  board  of        Media  will be  subject  to the same
directors  of the Company may submit        voting requirement with respect to a
a proposal of voluntary  dissolution        dissolution  of  iMedia  as  is  the
of the  Company to the  shareholders        Company  but  only if the  board  of
of  the  Company  entitled  to  vote        directors   of   iMedia    initially
thereon.  The board of  directors of        approves the  dissolution of iMedia.
the  Company  must   recommend  such        If the board of  directors  does not
dissolution to the  shareholders  as        approve   such   dissolution,    the
part  of the  dissolution  proposal,        stockholder    vote   required   for
unless the board of directors of the        approving a  diissolution  of iMedia
Company determines that because of a        is a  unanimous  written  consent of
conflict   of   interest   or  other        all  stockholders  entitled  to vote
special circumstances it should make        thereon.
no  recommendation  and communicates
the basis for its  determination  to
the shareholders.



                                       14



                                    DIVIDENDS

The     Colorado     Articles     of        The    Delaware    Certificate    of
Incorporation  permit  the  board of        Incorporation   contains   the  same
directors  of the Company to declare        provision     with     respect    to
dividends    from   funds    legally        declaration   of  dividends  as  the
available  for  that  purpose.  This        Colorado  Articles of Incorporation.
provision  is  subject  to the  CBCA        However,  unlike  in  Colorado,  the
requirement   that  the  payment  of        concepts  of par value,  capital and
distributions      is      generally        surplus are  retained  in  Delaware.
permissible   unless   after  giving        The  DGCL  defines  surplus  as  the
effect    to   the    dividend    or        excess  of  the  net  assets  of the
distribution,  the corporation would        corporation  over the capital of the
be  unable  to pay its debts as they        corporation.        Unless       the
become  due in the  usual  course of        corporation's   board  of  directors
business,  or if the total assets of        determines otherwise, the capital of
the  corporation  would be less than        the  corporation  is  equal  to  the
the  sum  of its  total  liabilities        aggregate par value of the shares of
plus  the   amount   that  would  be        stock  having par value.  Therefore,
needed,   if  the  corporation  were        the   provision   with   respect  to
dissolved  at the time the  dividend        dividends     in    the     Delaware
was    paid,    to    satisfy    the        Certificate  of   Incorporation   is
preferential  rights of shareholders        subject to the DGCL requirement that
whose   preferential   rights   upon        permits a corporation to declare and
dissolution of the  corporation  are        pay  dividends out of surplus or, if
greater    than    those    of   the        there is no surplus,  out of the net
shareholders receiving the dividend.        profits for the fiscal year in which
Because  Colorado law dispenses with        the dividend is declared  and/or for
the  concepts of par value of shares        the preceding fiscal year.
as well as statutory  definitions of
capital  and   surplus,   the  above
limitation  is the  only  limitation
with respect to the  declaration  of
dividends  by the board of directors
of the Company.


                       CORPORATE RECORDS (FORM OF RECORDS)

Under  the  CBCA,   the  Company  is        Consistent   with  the   DGCL,   the
required   to  keep   as   permanent        Delaware        Certificate       of
records  minutes of all  meetings of        Incorporation   provides   that  any
the  shareholders  and the  board of        records  maintained  by Media in the
directors of the  Company,  a record        regular   course  of  its  business,
of   all   actions   taken   by  the        including its stock ledger, books of
shareholders   or   the   board   of        account  and  minute  books,  may be
directors  of the Company  without a        kept on,  or by means  of,  or be in
meeting,  a  record  of all  actions        the form of, any information storage
taken by a committee of the board of        device or method,  provided that the
directors  of  the  Company,  and  a        records  so  kept  can be  converted
record of all  waivers of notices of        into  clearly   legible  paper  form
meetings of shareholders  and of the        within a reasonable  time.  The DGCL
board of directors of the Company or        does not  require  that  iMedia keep
any   committee   of  the  board  of        any   specific    records   at   any
directors.  In  addition,  the  CBCA        particular  place or for a  specific
requires   the   Company   to   keep        period of time.
specific  records  at its  principal
office,   including   the   Colorado
Articles   of   Incorporation,   the
Colorado  Bylaws and the  minutes of
all  shareholders'   meetings,   and
records  of  all  action   taken  by
shareholders  without a meeting, for
the past three years.


                        EXAMINATION OF BOOKS AND RECORDS

Under  the  CBCA,   any   record  or        Under  the  DGCL,   the   inspection
beneficial    shareholder   of   the        rights of the stockholders of iMedia
Company  may,  upon 5 days'  written        are the same as under  Colorado law,
demand,   inspect  certain  records,        except:  (i) there is no requirement
including    shareholder    actions,        that  a   stockholder   has  been  a
minutes  of  shareholder   meetings,        stockholder for at least 3 months or
communications with shareholders and        is a  stockholder  of at least 5% of
recent  financial   statements.   In        all outstanding  shares of any class
addition,   upon  5  days'   written        of shares  when the  demand is made,
demand,  any  such  shareholder  may        and (ii) if iMedia refuses to permit



                                       15


inspect the list of shareholders and        inspection  or does not reply to the
certain  other  corporate   records,        demand  within 5 business days after
including minutes of the meetings of        the  demand   has  been  made,   the
board of  directors  of the Company,        stockholder  may  apply to the Court
if the  shareholder  either  (i) has        of  Chancery  for an order to compel
been a  shareholder  for at  least 3        such inspection.
months or (ii) is a  shareholder  of
at  least  5%  of  all   outstanding
shares of any  class of shares  when
the  demand is made,  provided  that
the demand is made in good faith for
a proper purpose  reasonably related
to  such  person's  interests  as  a
shareholder.

                          BUSINESS COMBINATION STATUTE

The  CBCA  does  not   contain   any        Section 203 of the DGCL provides for
business combination provisions.            a three-year  moratorium  on certain
                                            business      combinations      with
                                            "interested            stockholders"
                                            (generally,    persons    who   own,
                                            individually   or  with  or  through
                                            other  persons,  15% or  more of the
                                            corporation's   outstanding   voting
                                            stock).  However, the DGCL permits a
                                            corporation   to  opt   out  of  the
                                            restrictions  imposed by Section 203
                                            and  iMedia has opted out of Section
                                            203 of  the  DGCL  in  its  Delaware
                                            Certificate of Incorporation.


                         DISSENTERS' (APPRAISAL) RIGHTS

Under  the  CBCA,  shareholders  are        The DGCL provides  appraisal  rights
entitled  to  exercise   dissenters'        only in the  case  of a  stockholder
rights  in  the  event  of   certain        objecting  to  certain   mergers  or
mergers,  share  exchanges,   sales,        consolidations.   Thus,   under  the
leases,     exchanges    or    other        DGCL, stockholders have no appraisal
dispositions of all or substantially        rights in a sale,  lease or exchange
all   of   the   property   of   the        of  all  or  substantially  all of a
corporation.  Shareholders  also may        corporation's assets.
dissent  in the  case  of a  reverse
stock split that  reduces the number        Appraisal  rights  in  Delaware  are
of shares  owned to a fraction  of a        available to record holders only.
share or to  scrip if such  scrip is
to be acquired for cash or voided.

Dissenters'  rights in Colorado  are
available to both record holders and
beneficial holders.


                               DERIVATIVE ACTIONS

Under  the  CBCA,  if a court  finds        The DGCL's requirements for bringing
that a derivative action was brought        derivative actions are substantially
without  reasonable cause, the court        similar  to those  contained  in the
may require the plaintiff to pay the        CBCA,  except that the DGCL does not
defendants'    reasonable   expenses        impose  (i)  the  reasonable   cause
attributable  to the defense of such        requirement  and (ii)  the  security
action,   exclusive  of   attorney's        requirement imposed by the CBCA.
fees. In addition,  the Company may,
at any time before  final  judgment,
require  the  plaintiff  to  give  a
security    for   the    costs   and
reasonable  expenses  which  may  be
incurred  by the  Company  or  other
parties  named as  defendants in the
defense  of  such  action,  but  not
including  attorney's  fees,  if the
shareholder  instituting  the action
holds    less   than   5%   of   the
outstanding  shares  of any class of
the  Company,  unless  the shares so
held  have a market  value in excess
of $25,000.  If the court then finds
that  the  action   was   instituted
without cause,  the  corporation may
have  recourse  to such  security in
the amount determined by the court.


                                       16


                    REACQUISITION OF STOCK BY THE CORPORATION

Under  the  CBCA,  the  Company  may        The  DGCL   requires  that  (i)  all
acquire its own  shares,  subject to        repurchases  of  shares by iMedia be
certain  limitations,  and except in        made of out of  surplus  and  (ii) a
certain  circumstances,  such shares        purchase of shares redeemable at the
will   constitute   authorized   but        option  of  iMedia  not be made  for
unissued shares.                            more  than the  price  at which  the
                                            shares may then be redeemed.

                                            Under  the  DGCL,  shares  of  stock
                                            issued by  iMedia as fully  paid and
                                            afterwards   reacquired   by  iMedia
                                            without   applying    "capital"   in
                                            connection  with such  reacquisition
                                            have the status of "treasury shares"
                                            if the board of  directors  does not
                                            by  resolution   retire  the  shares
                                            reacquired.  Treasury  shares differ
                                            from  stock that is  authorized  and
                                            unissued  in  that  treasury  shares
                                            that have a par value are freed from
                                            the  requirement  that  they must be
                                            sold at not less than par.


                                  FRANCHISE TAX

There is no franchise tax in                The DGCL  requires  corporations  to
Colorado.                                   pay franchise tax annually  (current
                                            maximum is $165,000 a year).


          FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION MERGER

         The  following  discussion  addresses the material  federal  income tax
consequences  of the  reincorporation  merger that are  applicable to holders of
shares of IPC Common Stock. The discussion does not deal with all federal income
tax  consequences  that may be relevant to a particular  holder of shares of IPC
Common  Stock  or  IPC  Common  Stock,  or  any  foreign,  state  or  local  tax
considerations.  ACCORDINGLY,  HOLDERS OF IPC COMMON  STOCK ARE URGED TO CONSULT
THEIR OWN TAX ADVISORS AS TO THE SPECIFIC FEDERAL,  FOREIGN, STATE AND LOCAL TAX
CONSEQUENCES TO THEM AS A RESULT OF THE REINCORPORATION MERGER.

         The  following  discussion  is based upon the Internal  Revenue Code of
1986,  as  amended  (the  "Code"),  applicable  Treasury  Regulations,  judicial
authority and  administrative  rulings and practice,  all as of the date hereof.
The  Company has not and will not  request a ruling  from the  Internal  Revenue
Service regarding the tax consequences of the reincorporation merger.

         The Company believes that the reincorporation  merger and the resulting
reincorporation  of the Company  from  Colorado to Delaware  will  constitute  a
tax-free  reorganization  within  the  meaning  of  Section  368(a) of the Code.
Accordingly,  for  federal  income  tax  purposes:  (i) no gain or loss  will be
recognized by the holders of shares of IPC Common Stock upon consummation of the
reincorporation  merger; (ii) the aggregate tax basis of shares of iMedia Common
Stock received in the  reincorporation  merger will be the same as the aggregate
tax basis of shares of IPC Common Stock exchanged in the reincorporation merger;
and (iii) the holding  period of the shares of iMedia  Common Stock  received in
the  reincorporation  merger  will  include  the period for which  shares of IPC
Common Stock were held.

               ACCOUNTING TREATMENT OF THE REINCORPORATION MERGER

         The  reincorporation  merger will be accounted for as a reverse  merger
whereby, for accounting purposes,  the Company will be considered the accounting
acquiror  and  iMedia  will  be  treated  as the  successor  to  the  historical
operations of the Company.  Accordingly,  the historical financial statements of
the Company,  which  previously  have been  reported to the  Commission on forms
10-KSB and 10-QSB,  among others,  as of and for all periods through the date of
this proxy statement, will be treated as the financial statements of iMedia.


                                       17


                               REGULATORY APPROVAL

         To  the  Company's   knowledge,   the  only   required   regulatory  or
governmental approval or filing necessary in connection with the consummation of
the  reincorporation  merger  will  be the  filing  of the  Articles  of  Merger
(including the Merger Agreement) with the Secretary of State of Colorado and the
filing of the Certificate of Merger with the Secretary of State of Delaware.

YOUR  BOARD OF  DIRECTORS  RECOMMENDS  THAT YOU VOTE  "FOR" THE  REINCORPORATION
PROPOSAL (PROPOSAL 1)

           DISSENTERS' RIGHTS FOR THE HOLDER OF COLORADO COMMON STOCK

         The holders of IPC Common Stock are entitled to  dissenters'  rights of
appraisal  under  Colorado law in connection  with the  reincorporation  merger.
Summarized  below are the  dissenters'  rights of the holder of IPC Common Stock
and the  statutory  procedures  required to be followed in order to perfect such
rights.  A copy of Article  113 of the CBCA,  which is the  provision  governing
dissenters'  rights under the CBCA, is attached to this proxy statement as Annex
D. The  following  summary is  qualified in its entirety by reference to Article
113 of the CBCA, and such Article should be reviewed carefully by each holder of
IPC Common Stock.  Failure to comply  strictly with all conditions for asserting
rights as a dissenting  shareholder,  including the time limits,  will result in
loss of such dissenters' rights by the dissenting shareholder.

         A record holder of IPC Common Stock may assert dissenters' rights as to
fewer than all of the  shares of IPC  Common  Stock  registered  in such  record
holder's name only if the record  holder  dissents and does not vote in favor of
the  reincorporation  proposal  with  respect to all shares of IPC Common  Stock
beneficially  owned by any one person and causes the Company to receive  written
notice  which  states such  dissent and the name,  address and federal  taxpayer
identification  number,  if any, of each  beneficial  holder on whose behalf the
record holder asserts dissenters' rights.

         A beneficial holder of IPC Common Stock may assert  dissenters'  rights
as to the  shares  held  on such  beneficial  shareholder's  behalf  only if the
beneficial  holder  causes the  Company to receive the record  holder's  written
consent to the dissent  not later than the time the  beneficial  holder  asserts
dissenters'  rights and the  beneficial  holder  dissents  and causes the record
holder to refrain  from  voting in favor of the  reincorporation  proposal  with
respect to all shares of IPC Common Stock owned by the beneficial holder.

         If the holder of IPC Common  Stock  wishes to dissent,  it must send to
the Company,  before the vote on the  reincorporation  merger is taken,  written
notice of its intention to demand  payment for its shares of IPC Common Stock if
the  reincorporation   merger  is  effectuated.   Neither  a  vote  against  the
reincorporation  proposal nor any proxy directing such vote, nor abstention from
voting on the  reincorporation  proposal  will  satisfy  the  requirement  for a
written notice to the Company. All such notices should be mailed to the Company,
1721 Twenty First Street, Santa Monica,  California 90404, Attention:  Corporate
Secretary.

         If the  reincorporation  merger is authorized  at the special  meeting,
then,  within ten days  thereafter,  we will provide to the holder of IPC Common
Stock,  if still entitled to demand  payment,  a written  notice  containing all
information  required by Colorado law. The dissenting  holder entitled to demand
payment  must,  in  accordance  with the  provisions of Article 113 of the CBCA,
demand  payment and deposit  share  certificates  representing  such  dissenting
holder's shares of IPC Common Stock.

         We will pay to the holder of IPC Common Stock,  if eligible,  and if it
has validly exercised its dissenters'  rights under Article 113 of the CBCA, the
amount we  estimate  is the fair value of the  dissenting  holder's  shares plus
interest at the rate provided in Article 113 of the CBCA from the effective date
of the  reincorporation  until  the  payment  date.  We also  will  provide  the
information  required by Article 113 of the CBCA to the dissenting  owner of IPC
Common Stock entitled to receive payment.


                                       18


         If the  holder of  shares of IPC  Common  Stock has  validly  exercised
dissenters'  rights  under  Article  113 of the CBCA and  believes  that (i) the
amount  offered or paid is less than the fair value of such  holder's  shares or
that the interest was  incorrectly  calculated,  (ii) we have failed to make the
payment within sixty days of the deadline for receiving payment demand, or (iii)
we do not return deposited  certificates  when required to do so, the dissenting
holder may give notice to us of such holder's  estimate of the fair market value
of such  holder's  shares and the amount of interest  due and demand  payment of
such estimate,  less any payment previously made by us, or the dissenting holder
may  reject  our offer and  demand  payment  of the fair value of the shares and
interest due. If a dissenting  holder's demand for payment  remains  unresolved,
then we may,  within sixty days of receipt  thereof,  commence a proceeding  and
petition  the court to  determine  the fair  value of such  dissenting  holder's
shares and  interest due  thereon.  If we do not timely make such a request,  we
must pay the dissenting  holder the amount set forth in such holder's demand for
payment.

         SECURITY  OWNERSHIP OF  DIRECTORS  AND  EXECUTIVE  OFFICERS AND CERTAIN
         BENEFICIAL OWNERS

         The following table sets forth  information as of August 1, 2003, as to
the beneficial  ownership of IPC Common Stock by (i)  beneficial  owners of more
than 5% of , (ii) each  director,  our named  executive  officers  and (iii) all
directors and executive  officers as a group.  Unless otherwise  indicated,  the
person  named  below has sole  voting  and  investment  power and that  person's
address is c/o Hollywood Previews,  Inc. 1721 Twenty First Street, Santa Monica,
California  90404.  Shares of IPC Common  Stock  subject  to  options  currently
exercisable  or  exercisable  within 60 days following the date of the table are
deemed  outstanding  for  computing the share  ownership  and  percentage of the
person holding such options,  but are not deemed  outstanding  for computing the
percentage of any other person.




                                         Total Number
         Name/Title                       of Shares      Percentage Ownership(1)

David MacEachern, CEO and Chairman       11,727,510               20.05%

Scott Kapp, President and Director       10,884,000               18.63%

Franklin H. Unruh, CFO and Director       5,442,000                9.30%

All Directors and Executive Officers     28,053,510               47.97%
(3 persons)

Waletta Far East LTD(2)                   5,440,000                9.30%

         (1)The percentage ownership is based on 58,475,558 shares outstanding.


         (2) Waletta Far East Ltd. Is beneficially owned by Carroll Lavenski.


                             SOLICITATION PROCEDURES

         In  addition  to  solicitation  by  mail,  we may  solicit  proxies  by
telephone,  facsimile, or by personal interviews. The cost of soliciting proxies
will be paid by the Company.  Our directors,  officers and employees  engaged in
such  solicitation  will receive no separate  compensation  for these  services.
Brokerage houses,  nominees,  fiduciaries and other custodians will be requested
to forward  soliciting  materials  to the  beneficial  owners of shares  held of
record by them and will be reimbursed for their reasonable expenses in doing so.




                                       19


                                 OTHER BUSINESS

         We do not anticipate  that any other matters will be brought before the
special meeting.  However,  if any additional matters shall properly come before
the meeting,  it is intended that the persons  authorized  under proxies may, in
the absence of  instructions  to the  contrary,  vote or act on those matters in
accordance with their best judgment.

                                                       BY THE BOARD OF DIRECTORS

                                                      David MacEachern, Chairman
                                                        Santa Monica, California
                                                                October __, 2003




































                                       20


                                                                         ANNEX A

                          AGREEMENT AND PLAN OF MERGER

         This   AGREEMENT   AND  PLAN  OF  MERGER   (hereinafter   called   this
"Agreement"), dated as of October __, 2003, is entered into between the Company,
a public  company  incorporated  in the State of Colorado  (the  "Company")  and
iMedia and a wholly owned subsidiary of the Company ("iMedia").

                                    RECITALS

         WHEREAS, the board of directors of each of the Company and iMedia deems
it advisable,  upon the terms and subject to the conditions herein stated,  that
the Company be merged  with and into  iMedia,  and that iMedia be the  surviving
corporation (the "Reincorporation Merger"); and

         WHEREAS, the Company will submit this Agreement for approval by the
holders of shares of common stock, $.001, of the Company ("IPC Common Stock").

         NOW, THEREFORE,  in consideration of the premises and of the agreements
of the parties hereto contained herein, the parties hereto agrees as follows:

                                    ARTICLE I
                   THE REINCORPORATION MERGER; EFFECTIVE TIME

         1.1.     The Reincorporation Merger.

         Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement,  at the Effective Time (as defined in Section 1.2), the Company shall
be merged with and into iMedia  whereupon the separate  existence of the Company
shall cease. iMedia shall be the surviving  corporation  (sometimes  hereinafter
referred to as the "Surviving  Corporation") in the  Reincorporation  Merger and
shall  continue  to be  governed  by the  laws of the  State  of  Delaware.  The
Reincorporation   Merger  shall  have  the  effects  specified  in  the  General
Corporation  Law of the State of  Delaware,  as amended  (the "DGCL") and in the
Colorado  Business  Corporation  Act, as amended (the "CBCA") and the  Surviving
Corporation  shall  succeed,  without other  transfer,  to all of the assets and
property  (whether real,  personal or mixed),  rights,  privileges,  franchises,
immunities and powers of the Company,  and shall assume and be subject to all of
the  duties,  liabilities,  obligations  and  restrictions  of  every  kind  and
description  of the Company,  including,  without  limitation,  all  outstanding
indebtedness of the Company.

         1.2.     Effective Time.

         Provided that the condition set forth in Section 5.1 has been fulfilled
or waived in accordance with this Agreement and that this Agreement has not been
terminated  or abandoned  pursuant to Section 6.1, on the date of the closing of
the  Reincorporation  Merger,  the  Company and iMedia  shall cause  Articles of
Merger to be executed  and filed with the  Secretary  of State of Colorado  (the
"Colorado  Articles of Merger") and a  Certificate  of Merger to be executed and
filed with the  Secretary of State of Delaware  (the  "Delaware  Certificate  of
Merger").  The  Reincorporation  Merger shall become effective upon the date and
time specified in the Colorado  Articles of Merger and the Delaware  Certificate
of Merger (the "Effective Time").




                                       21


                                   ARTICLE II
                 CHARTER AND BYLAWS OF THE SURVIVING CORPORATION

         2.1.     The Certificate of Incorporation.

         The certificate of  incorporation  of iMedia in effect at the Effective
Time shall be the  certificate of  incorporation  of the Surviving  Corporation,
until amended in accordance with the provisions  provided  therein or applicable
law.

         2.2.     The Bylaws.

         The  bylaws of iMedia in  effect  at the  Effective  Time  shall be the
bylaws of the  Surviving  Corporation,  until  amended  in  accordance  with the
provisions provided therein or applicable law.

                                   ARTICLE III
               OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION

         3.1.     Officers.

         The officers of the Company at the Effective Time shall, from and after
the Effective  Time, be the officers of the Surviving  Corporation,  until their
successors  have been duly  elected or  appointed  and  qualified or until their
earlier death, resignation or removal.

         3.2.     Directors.

         The directors and the members of the various committees of the board of
directors  of the  Company  at the  Effective  Time  shall,  from and  after the
Effective Time, be the directors and members of such committees of the Surviving
Corporation,  until their  successors  have been duly elected or  appointed  and
qualified or until their earlier death, resignation or removal.

                                   ARTICLE IV
                        EFFECT OF MERGER ON CAPITAL STOCK

         4.1.     Effect of Merger on Capital Stock.

         At the Effective  Time, as a result of the  Reincorporation  Merger and
without any action on the part of the Company, iMedia or the shareholders of the
Company:

                  (a)  Each  share  of  IPC  Common  Stock  (other  than  shares
         ("Dissenting  Shares")  that  are  owned by  shareholders  ("Dissenting
         Shareholders") exercising dissenters' rights pursuant to Article 113 of
         the Colorado Business Corporation Act, as amended (the "CBCA")), issued
         and  outstanding  immediately  prior  to the  Effective  Time  shall be
         converted  (without the  surrender of stock  certificates  or any other
         action) into one fully paid and  non-assessable  share of common stock,
         par value $0.001,  of iMedia  ("iMedia  Common  Stock"),  with the same
         rights, powers and privileges as the shares so converted and all shares
         of IPC Common Stock shall be  cancelled  and retired and shall cease to
         exist.

                  (b)  Each  option,  warrant,  purchase  right,  unit or  other
         security of the Company issued and outstanding immediately prior to the
         Effective  Time  shall  be  converted  into and  shall be an  identical
         security of iMedia.

         4.2.     Certificates.

         At and after the Effective  Time, all of the  outstanding  certificates
which  immediately prior thereto  represented  shares of IPC Common Stock (other
than  Dissenting  Shares),  IPC Common  Stock,  or options,  warrants,  purchase
rights,  units or other  securities  of the  Company  shall  be  deemed  for all
purposes to evidence  ownership of and to represent the shares of the respective


                                       22


iMedia Common  Stock,  or options,  warrants,  purchase  rights,  units or other
securities  of iMedia,  as the case may be,  into which the shares of IPC Common
Stock, or options,  warrants,  purchase rights, units or other securities of the
Company  represented by such certificates have been converted as herein provided
and shall be so registered on the books and records of the Surviving Corporation
or its transfer agent. The registered owner of any such outstanding  certificate
shall,  until such  certificate  shall have been  surrendered  for  transfer  or
otherwise accounted for to the Surviving Corporation or its transfer agent, have
and be entitled to exercise  any voting and other rights with respect to, and to
receive any dividends and other  distributions upon, the shares of iMedia Common
Stock,  or options,  warrants,  purchase  rights,  units or other  securities of
iMedia, as the case may be, evidenced by such outstanding certificate,  as above
provided.

         4.3.     Dissenters' Rights.

         No Dissenting  Shareholder shall be entitled to shares of iMedia Common
Stock  under this  Article IV unless  and until the  holder  thereof  shall have
failed to perfect  or shall have  effectively  withdrawn  or lost such  holder's
right to  dissent  from the  Reincorporation  Merger  under  the  CBCA,  and any
Dissenting Shareholder shall be entitled to receive only the payment provided by
Article  113 of the  CBCA  with  respect  to  Dissenting  Shares  owned  by such
Dissenting Shareholder.  If any person or entity who otherwise would be deemed a
Dissenting  Shareholder  shall  have  failed to  properly  perfect or shall have
effectively  withdrawn  or lost the right to dissent  with respect to any shares
which would be  Dissenting  Shares but for that failure to perfect or withdrawal
or loss of the right to dissent,  such  Dissenting  Shares  shall  thereupon  be
treated as though  such  Dissenting  Shares had been  converted  into  shares of
iMedia Common Stock pursuant to Section 4.1 hereof.

                                    ARTICLE V
                                    CONDITION

         5.1.     Condition   to  Each   Party's   Obligation   to  Effect   the
Reincorporation Merger.

         The   respective   obligation  of  each  party  hereto  to  effect  the
Reincorporation  Merger is subject to receipt prior to the Effective Time of the
requisite approval of this Agreement and the transactions contemplated hereby by
each of the holders of IPC Common Stock pursuant to the CBCA and the Articles of
Incorporation of the Company.

                                   ARTICLE VI
                                   TERMINATION

         6.1.     Termination.

         This Agreement may be terminated, and the Reincorporation Merger may be
abandoned,  at any time prior to the  Effective  Time,  whether  before or after
approval of this Agreement by the  shareholders of the Company,  if the board of
directors of the Company  determines  for any reason,  in its sole  judgment and
discretion,  that  the  consummation  of the  Reincorporation  Merger  would  be
inadvisable or not in the best interests of the Company and its shareholders. In
the event of the termination  and abandonment of this Agreement,  this Agreement
shall become null and void and have no effect, without any liability on the part
of either  the  Company  or  iMedia,  or any of their  respective  shareholders,
directors or officers.

                                   ARTICLE VII
                            MISCELLANEOUS AND GENERAL

         7.1.     Modification  or  Amendment.  Subject  to  the  provisions  of
applicable  law, at any time prior to the Effective Time, the parties hereto may
modify or amend  this  Agreement;  provided,  however,  that an  amendment  made
subsequent to the approval of this  Agreement by the holders of IPC Common Stock
shall not (i) alter or change the amount or kind of shares  and/or  rights to be
received in  exchange  for or on  conversion  of all or any of the shares or any
class or series thereof of such corporation,  (ii) alter or change any provision
of the certificate of incorporation of the Surviving  Corporation to be effected
by the  Reincorporation  Merger,  or (iii)  alter or change  any of the terms or
conditions of this Agreement it such alteration or change would adversely affect
the  holders  of any  class or  series of  capital  stock of any of the  parties
hereto.



                                       23


         7.2.     Counterparts.

         This Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall together constitute the same agreement.

         7.3.     GOVERNING LAW.

         THIS AGREEMENT  SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL
BE INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE
STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

         7.4.     Entire Agreement.

         This  Agreement  constitutes  the entire  agreement and  supercedes all
other prior  agreements,  understandings,  representations  and warranties  both
written and oral, among the parties, with respect to the subject matter hereof.

         7.5.     No Third Party Beneficiaries.

         This Agreement is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.

         7.6.     Severability.

         The  provisions  of this  Agreement  shall be deemed  severable and the
invalidity or unenforceability of any provision shall not affect the validity or
enforceability  of the  other  provisions  hereof.  If  any  provision  of  this
Agreement,  or the  application  thereof to any person or any  circumstance,  is
determined  by any court or other  authority  of  competent  jurisdiction  to be
invalid  or  unenforceable,  (a) a suitable  and  equitable  provision  shall be
substituted  therefor  in  order  to  carry  out,  so far as  may be  valid  and
enforceable,  the intent and purpose of such invalid or unenforceable  provision
and (b) the remainder of this Agreement and the application of such provision to
other  persons or  circumstances  shall not be  affected by such  invalidity  or
unenforceability,  nor shall  such  invalidity  or  unenforceability  affect the
validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.

         Headings.

         The headings  therein are for  convenience  of reference  only,  do not
constitute  part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.




                                       24


         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly  authorized  officers  of the  parties  hereto as of the date  first
written above.

                                                  IRVINE PACIFIC CORPORATION,
                                                  a Colorado corporation

                                                  By: __________________________

                                                  Name: David MacEachern
                                                  Title: Chief Executive Officer


                                                  IMEDIA INTERNATIONAL, INC.
                                                  a Delaware corporation

                                                  By:___________________________

                                                  Name: David MacEachern
                                                  Title: Chief Executive Officer
























                                       25


                                                                         ANNEX B

                          CERTIFICATE OF INCORPORATION
                                       OF
                           IMEDIA INTERNATIONAL, INC.
                            (A Delaware Corporation)

         I, the undersigned,  for the purposes of incorporating and organizing a
corporation  under the General  Corporation  Law of the State of  Delaware  (the
"DGCL"),  do execute this Certificate of Incorporation  and do hereby certify as
follows:



FIRST.  The  name  of  the  corporation  is  iMedia  International,   Inc.  (the
"Corporation").

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

THIRD. The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the DGCL.

FOURTH.  The maximum  number of shares of capital  stock which this  Corporation
shall have  authority to issue is  FIVE-HUNDRED  TWENTY  MILLION  (520,000,000),
Consisting of FIVE HUNDRED MILLION  (500,000,000)  shares of Common Stock, $.001
par value,  and TWENTY MILLION  (20,000,000)  shares of Preferred Stock at $.001
par value. The preferences,  qualifications,  limitations,  restrictions and the
special  or  relative  rights in  respect  of the  shares  of each  class are as
follows:

         Section 1. Preferred Stock.

         The  Preferred  Stock  may be  issued  from time to time in one or more
series.  All  shares  of  Preferred  Stock  shall be of equal  rank and shall be
identical,  except in respect of the matters that may be fixed and determined by
the Board of Directors as  hereinafter  provided,  and each share of each series
shall be identical  with all other shares of such series,  except as to the date
from which dividends are cumulative. The Board of Directors hereby is authorized
to cause  such  shares to be issued in one or more  classes  or series  and with
respect  to each  such  class or series to fix and  determine  the  designation,
powers,  preferences  and  rights  of the  shares of each  such  series  and the
qualifications, limitations or restrictions thereof.

         The  authority  of the Board of  Directors  with respect to each series
shall include, but not be limited to, determination of the following:

                  (1)  the  number  of  shares   constituting   a  series,   the
         distinctive  -designation of a series and the stated value of a series,
         if different from the par value;

                  (2) whether  the shares or a series are  entitled to any fixed
         or determinable  dividends,  the dividend rate (if any) on such shares,
         whether  the  dividends  are  cumulative  and the  relative  rights  or
         priority of dividends on shares of that series;

                  (3)  whether a series has  voting  rights in  addition  to the
         voting  rights  provided  by law and the terms and  conditions  of such
         voting rights;

                  (4)  whether  a series  will  have or  receive  conversion  or
         exchange  privileges and the teens and conditions of such conversion or
         exchange privileges;



                                       26


                  (5)  whether  the  shares of a series are  redeemable  and the
         terms  and  conditions  of such  redemption,  including  the  manner of
         selecting  shares  for  redemption  if less than all  shares  are to he
         redeemed,  the date or dates on or after which the shares in the series
         will be redeemable and the amount payable in case of redemption;

                  (6)  whether  a  series  will  have a  sinking  fund  for  the
         redemption  or  purchase  of the shares in the series and the terms and
         the amount of such sinking fund;

                  (7) the right of a series to the  benefit  of  conditions  and
         restrictions  on the creation of indebtedness of the Corporation or any
         subsidiary,  on the issuance of any additional capital stock (including
         additional  shares of such series or any other series),  on the payment
         of dividends or the making of other  distributions  on any  outstanding
         stock  of  the  Corporation  and  the  purchase,  redemption  or  other
         acquisition by the Corporation,  or any subsidiary,  of any outstanding
         stock of the Corporation;

                  (8) the  rights  of a  series  in the  event of  voluntary  or
         involuntary  liquidation,  dissolution or winding up of the Corporation
         and the relative rights of priority of payment of a series; and

                  (9) any  other  relative,  participating,  optional  or  other
         special  rights,  qualifications,  limitations or  restrictions of such
         series.

         Dividends on outstanding shares of Preferred Stock shall be paid or set
apart for payment  before any  dividends  shall be paid or declared or set apart
for payment on the Common Stock with respect to the same dividend period.

         If upon  any  voluntary  or  involuntary  liquidation,  dissolution  or
winding up of the Corporation the assets  available for  distribution to holders
of shares of  Preferred  Stock of all series shall be  insufficient  to pay such
holders  the full  preferential  amount to which  they are  entitled,  then such
assets shall be distributed ratably among the shares of all series in accordance
with the respective preferential amounts (including unpaid cumulative dividends,
if any, payable with respect thereto).

         Section 2. Common Stock - General Provisions.

         The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to every
other share of Common Stock,  except as otherwise provided herein or required by
law.

         Shares of Common  Stock  authorized  hereby  shall  not be  subject  to
preemptive  rights.  The  holders  of shares of  Common  Stock now or  hereafter
outstanding  shall have no preemptive  right to purchase or have offered to them
for  purchase  any of such  authorized  but  unissued  shares,  or any shares of
Preferred Stock,  Common Stock or other equity securities issued or to be issued
by the Company.

         Subject to the  preferential  and other dividend  rights  applicable to
Preferred  Stock,  the  holders of shares of Common  Stock  shall be entitled to
receive such dividends  (payable in cash, stock or otherwise) as may be declared
on the Common  Stock by the Board of  Directors at any time or from time to time
out of any funds legally available therefor.

         In the event of any voluntary or involuntary liquidation,  distribution
or winding up of the Corporation, after distribution in full of the preferential
or other amounts to be distributed to the holders of shares of Preferred  Stock,
the  holders of shares of Common  Stock  shall be entitled to receive all of the
remaining   assets  of  the  Corporation   available  for  distribution  to  its
stockholders, ratably in proportion to the number of shares of Common Stock held
by them.

         Section 3. Common Stock - Other Provisions.

         (a) Voting Rights.  The shares of Common Stock shall have the following
voting rights:


                                       27


         Each share of Common Stock shall entitle the holder thereof to one vote
upon all matters upon which stockholders have the right to vote.

         Except as otherwise  required by applicable  law, the holders of shares
of Common Stock shall vote  together as one class on all matters  submitted to a
vote of  stockholders  of the  Corporation  (or,  if any  holders  of  shares of
Preferred  Stock are entitled to vote together with the holders of Common Stock,
as a single class with such holders of shares of Preferred Stock).

         (b) Dividends and  Distributions.  Except as otherwise provided in this
Certificate of Incorporation,  holders of Common Stock shall be entitled to such
dividends and other  distributions in cash, stock or property of the Corporation
as may be declared  thereon by the Board of  Directors  from time to time out of
assets  or  funds  of the  Corporation  legally  available  therefor;  provided,
however,  that in no event may, the rate of any dividend  payable on outstanding
shares of any class of Common Stock be greater than the dividend rate payable on
outstanding  shares  of the other  class of  Common  Stock.  All  dividends  and
distributions  on the Common Stock payable in stock of the Corporation  shall be
made in shares of  Common  Stock.  In no event  will  shares of Common  Stock be
split,  divided or combined  unless the  outstanding  shares of the Common Stock
shall be proportionately split, divided or combined.

         (c) Options,  Rights or Warrants. The Corporation may make offerings of
options,  rights or warrants  to  subscribe  for shares of capital  stock to all
holders of Common Stock if an identical  offering is made  simultaneously to all
the holders of stock.  All such  offerings of options,  rights or warrants shall
offer the respective  holders of Common Stock the right to subscribe at the same
rate per share.

FIFTH. The name and mailing address of the incorporator is Kelly Konzelman, 1721
Twenty First Street, Santa Monica, California 90404.

SIXTH. The Board of Directors is authorized to adopt,  amend or repeal bylaws of
the Corporation ("Bylaws"), provided that the power of the Board of Directors to
adopt,  amend or repeal  Bylaws  may be limited  by an  amendment  to the Bylaws
adopted by the holders of common stock that provides that a particular  Bylaw or
Bylaws may only be adopted,  amended or repealed by the holders of common stock.
The  Corporation  may, in its Bylaws or otherwise,  impose  restrictions  on the
transfer of its shares.

SEVENTH.  Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws.

EIGHTH.

(a) The number of directors of the Corporation shall be not less than three, the
exact  number of which and the  method by which the  directors  shall be elected
shall be as set forth in the Bylaws.

(b) Any  vacancies on the Board of  Directors  shall be filled by the holders of
common  stock or by  directors  elected by the  holders  of common  stock in the
manner provided for in the Bylaws.

(c) Any  director  or the entire  Board of  Directors  may be  removed,  with or
without  cause,  by the  holders  of a  majority  of  the  voting  power  of the
outstanding shares of the common stock.

NINTH. A director of the  Corporation  shall not be liable to the Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except to the extent that such exemption from liability or limitation
thereof is not  permitted  under the DGCL as  currently in effect or as the same
may hereafter be amended. If the DGCL is hereafter amended to eliminate or limit
further the liability of a director,  then, in addition to the  elimination  and
limitation  of liability  provided by the preceding  sentence,  the liability of
each director shall be eliminated or limited to the fullest extent  permitted by
the DGCL as so amended.  Any amendment,  modification  or repeal of this Article
Ninth  shall be  prospective  only and shall not  adversely  affect any right or
protection  of a director  of the  Corporation  that  exists at the time of such
amendment, modification or repeal.

TENTH.  The  Corporation  shall  indemnify  and  hold  harmless,  including  the
advancement of expenses, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, and in accordance with the Bylaws,


                                       28


any  person  who  was or is  made or is  threatened  to be  made a  party  or is
otherwise involved in any action, suit or proceeding,  whether civil,  criminal,
administrative  or  investigative,  by reason  of the fact that he or she,  or a
person for whom he or she is the legal  representative,  is or was a director or
officer of the Corporation  or, while a director or officer of the  Corporation,
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust,  enterprise  or  nonprofit  entity,  including  service  with  respect to
employee  benefit plans  maintained or sponsored by the  Corporation (a "Covered
Person")  (including  the heirs,  executors,  administrators  and estate of such
Covered Person), against all liability and loss suffered and expenses (including
attorneys'  fees)  reasonably  incurred by such Covered Person.  The Corporation
may, to the extent  authorized  from time to time by the Board,  grant rights to
indemnification  and to the  advancement of expenses to any employee or agent of
the  Corporation  to the fullest  extent of the provisions of this Article Tenth
with respect to the indemnification and advancement of expenses of directors and
officers of the  Corporation.  Without  limiting the generality or the effect of
the foregoing,  the  Corporation  may enter into one or more agreements with any
person that provide for indemnification  greater or different than that provided
in this  Article  Tenth.  No  amendment  or repeal of this  Article  Tenth shall
adversely affect any right or protection  existing  hereunder or pursuant hereto
immediately prior to such amendment or repeal.

ELEVENTH.  The Corporation expressly elects not to be governed by Section 203 of
the DGCL.

         IN WITNESS  WHEREOF,  I have signed this  Certificate of  Incorporation
this ___ day of October 2003.



                                                      __________________________
                                                      Kelly Konzelman
                                                      Incorporator


























                                       29



                                                                         ANNEX C

                                     BYLAWS
                                       OF
                           IRVINE PACIFIC CORPORATION
                            (A Delaware Corporation)


                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1.1. Annual Meetings.

         If required  by  applicable  law,  an annual  meeting of the holders of
common stock shall be held each year during the month of May or such other month
as may be designated  by the board of directors  (the "Board of  Directors")  on
such date and at such time and place, if any, either within or outside the State
of Delaware,  as may be designated by the Board of Directors  from time to time.
At such  meeting,  the  holders of the  common  stock  shall  elect the Board of
Directors  and shall  transact  such other  business as may be brought  properly
before the  meeting.  Holders of Class B common  stock and any other  non-voting
stock may be invited,  and to the extent there is a matter on which such holders
are entitled to vote shall be invited,  to attend the annual meeting,  but shall
not vote except  with  respect to matters on which their vote is required by the
General  Corporation  Law of the State of  Delaware,  as it may be amended  (the
"DGCL") or the certificate of  incorporation  of the  Corporation,  as it may be
amended (the "Certificate of Incorporation").

         Section 1.2. Special Meetings.

         1.2.1.  Special  meetings  of  stockholders  entitled  to  vote at such
meeting may be called at any time by the Chairman of the Board of Directors, the
President  (if he is also a member  of the Board of  Directors)  or the Board of
Directors,  to be held at such date,  time and place,  if any,  either within or
outside  the State of Delaware  as may be  determined  by such person or persons
calling the meeting and stated in the notice of the meeting.  A special  meeting
shall be called  by the  President  or the  Secretary  upon one or more  written
demands (which shall state the purpose or purposes  therefore)  signed and dated
by the  holders of shares  representing  not less than ten  percent of all votes
entitled  to be  cast  on any  issue(s)  that  may be  properly  proposed  to be
considered at the special meeting.  If no place is designated in the notice, the
place of the meeting shall be the principal office of the Corporation.

         1.2.2. Business transacted at any special meeting of stockholders shall
be limited to the purpose of purposes stated in the notice of such meeting.

         Section 1.3. Notice of Meetings.

         Whenever stockholders are required or permitted to take any action at a
meeting, a notice of the meeting stating the place, if any, date and hour of the
meeting, and the means of remote  communications,  if any, by which stockholders
and proxy holders may be deemed to be present in person and vote at such meeting
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting is called,  shall be given to each stockholder  entitled to vote at such
meeting.  Unless otherwise  provided by law, the Certificate of Incorporation or
these  Bylaws,  the notice of any  meeting  shall be given not less than ten nor
more than sixty days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited  in  the  United  States  mail,  postage  prepaid,   directed  to  the
stockholder  at such  stockholder's  address as it appears on the records of the
Corporation.

         Section 1.4. Adjournments.



                                       30


         Any meeting of stockholders,  annual or special,  may be adjourned from
time to time, to reconvene at the same or some other place,  and notice need not
be given of any such adjourned meeting if the time, place,  thereof, if any, and
the means of remote  communications,  if any,  by which  stockholders  and proxy
holders may be deemed to be present in person and vote at such adjourned meeting
are announced at the meeting at which the adjournment is taken. At the adjourned
meeting  the  Corporation  may  transact  any  business  which  might  have been
transacted at the original  meeting.  If the adjournment is for more than thirty
days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting,  notice of the adjourned  meeting shall be given to each stockholder of
record entitled to vote at the meeting.

         Section 1.5. Quorum.

         At each meeting of stockholders, except where otherwise provided by law
or the Certificate of Incorporation  or these Bylaws,  the holders of a majority
in voting power of the outstanding  shares of stock entitled to vote on a matter
at the meeting,  present in person or represented by proxy,  shall  constitute a
quorum. Shares entitled to vote as a separate class or series may take action on
a matter at a meeting only if a quorum of those shares is present.  For purposes
of the  foregoing,  where a  separate  vote by class or  classes  or a series or
multiple series is required for any matter,  the holders of a majority in voting
power of the outstanding shares of such class or classes or a series or multiple
series,  present in person or represented by proxy, shall constitute a quorum to
take action with respect to that vote on that matter. In the absence of a quorum
of the holders of any class or series of stock entitled to vote on a matter, the
holders of such class or series so present or represented may, by majority vote,
adjourn  the  meeting of such class or series  with  respect to that matter from
time to time in the manner  provided  by  Section  1.4 of these  Bylaws  until a
quorum of such class or series shall be so present or represented. Shares of its
own  capital  stock  belonging  on  the  record  date  for  the  meeting  to the
Corporation or to another  corporation,  if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be counted
for quorum purposes;  provided,  however, that the foregoing shall not limit the
right of the  Corporation  or any  subsidiary of the  Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

         Section 1.6. Organization.

         1.6.1.  The  chairman  of the  annual  or any  special  meeting  of the
stockholders shall be the Chairman of the Board of Directors,  or in the absence
of the Chairman, any person designated by the Board of Directors. The Secretary,
or in the absence of the  Secretary,  an Assistant  Secretary,  shall act as the
secretary of the meeting,  but in the absence of the Secretary and any Assistant
Secretary,  the  chairman  of the  meeting  may  appoint  any  person  to act as
secretary of the meeting.

         1.6.2.  The  order  of  business  at  each  such  meeting  shall  be as
determined  by the  chairman of the meeting.  The chairman of the meeting  shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts and things as are  necessary or desirable for the proper
conduct of the meeting,  including,  without limitation,  the adjournment of any
meeting,  the  establishment  of  procedures  for the  maintenance  of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the  Corporation,  restrictions  on  entry  to such  meeting  after  the time
prescribed  for the  commencement  thereof  and the  opening  and closing of the
voting polls.  The chairman of the meeting shall have  absolute  authority  over
matters  of  procedure  and  there  shall be no  appeal  from the  ruling of the
chairman.

         1.6.3.  If  disorder  shall  arise that  prevents  continuation  of the
legitimate business of the meeting, the chairman may announce the adjournment of
the  meeting  and quit the chair and upon the  chairman  so doing the meeting is
immediately adjourned.

         1.6.4. The chairman may ask or require that anyone who is not a bona
fide stockholder or proxyholder leave the meeting.

         Section 1.7. Inspectors.



                                       31


         Prior to any meeting of  stockholders,  the Board of Directors may, and
shall if required by law,  appoint one or more inspectors to act at such meeting
and make a written  report  thereof  and may  designate  one or more  persons as
alternate  inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at the meeting of stockholders, the person presiding
at the meeting may, and shall if required by law, appoint one or more inspectors
to  act  at  the  meeting.  The  inspectors  need  not  be  stockholders  of the
Corporation,  and any director or officer of the Corporation may be an inspector
on any matter  other than a vote for or against  such  director's  or  officer's
election to any position  with the  Corporation  or on any other matter in which
such  officer or director may be directly  interested.  Each  inspector,  before
entering  upon the  discharge of his or her duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according to the best of his or her ability.  The inspectors shall ascertain the
number of shares outstanding and the voting power of each,  determine the shares
represented  at the meeting and the validity of proxies and  ballots,  count all
votes and ballots,  determine and retain for a reasonable period a record of the
disposition of any challenges  made to any  determination  by the inspectors and
certify their  determination of the number of shares  represented at the meeting
and their count of all votes and ballots.  The  inspectors may appoint or retain
other persons to assist them in the  performance  of their duties.  The date and
time of the  opening  and  closing of the polls for each  matter  upon which the
stockholders  will vote at a  meeting  shall be  announced  at the  meeting.  No
ballot,  proxy or vote, nor any revocation  thereof or change thereto,  shall be
accepted by the inspectors  after the closing of the polls.  In determining  the
validity and counting of proxies and ballots cast at any meeting of stockholders
of the Corporation, the inspectors may consider such information as is permitted
by applicable law.

         Section 1.8. Voting; Proxies; Nominations; Stockholder Proposals.

         1.8.1.  Unless otherwise  provided in the Certificate of Incorporation,
each  stockholder  entitled  to vote at any  meeting  of  stockholders  shall be
entitled to one vote for each share of stock held by such stockholder  which has
voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate  action in
writing  without a meeting may  authorize  another  person or persons to act for
such  stockholder by proxy, but no such proxy shall be voted or acted upon after
three years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable  and if,
and only as long as, it is coupled with an interest sufficient in law to support
an  irrevocable  power,  regardless  of whether  the  interest  with which it is
coupled is an  interest in the stock  itself or an  interest in the  Corporation
generally.  A  stockholder  may revoke  any proxy  which is not  irrevocable  by
attending the meeting and voting in person or by filing an instrument in writing
revoking the proxy or another duly executed  proxy bearing a later date with the
Secretary of the Corporation.  Voting at meetings of stockholders need not be by
written ballot unless the holders of a majority of the outstanding shares of all
classes of stock  entitled to vote thereon  present in person or  represented by
proxy at such  meeting  shall so  determine.  Except where  applicable  law, the
Certificate  of  Incorporation  or these Bylaws  require a different  vote, if a
quorum  exists,  action on a matter  other than the  election  of  directors  is
approved if the votes cast  favoring the action  exceed the votes cast  opposing
the action. In an election of directors,  a plurality of the votes of the shares
present in person or  represented by proxy at a meeting and entitled to vote for
directors is required in order to elect a director.

         1.8.2.  Nomination  of  persons to stand for  election  to the Board of
Directors  at any  annual or  special  stockholders  meeting  may be made by the
holders of the Corporation's common stock at any time prior to the vote thereon.

         1.8.3. At any meeting of stockholders,  a resolution or motion shall be
considered for vote only if the proposal is brought properly before the meeting,
which shall be determined by the chairman of the meeting in accordance  with the
following provisions:

                  1.8.3.1 Notice  required by these Bylaws and by all applicable
federal or state statutes or regulations shall have been given to, or waived by,
all stockholders  entitled to vote on such proposal. In the event notice periods
of different  lengths apply to the same proposed  action under different laws or
regulations,  appropriate  notice shall be deemed  given if there is  compliance
with the greater of all applicable notice requirements.

                  1.8.3.2  Proposals may be made by the Board of Directors as to
matters  affecting  holders  of any class of stock  issued  by the  Corporation.
Proposals may also be made by the holders of shares of common stock.



                                       32


                  1.8.3.3 Any  proposal  made by the Board of  Directors  or the
holders  of shares of  common  stock may be made at any time  prior to or at the
meeting if only the holders of common stock are entitled to vote thereon.

                  1.8.3.4 Any  stockholder  who gives notice of any  stockholder
proposal shall deliver  therewith the text of the proposal to be presented and a
brief written statement of the reasons why such stockholder  favors the proposal
and setting forth such stockholder's  name and address,  the number and class of
all shares of each class of stock of the Corporation  beneficially owned by such
stockholder  and any  financial  interest of such  stockholder  in the  proposal
(other than as a stockholder).

         Section 1.9. Fixing Date for Determination of Stockholders of Record.

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

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

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

         Section 1.10. List of Stockholders Entitled to Vote.

         The officer who has charge of the stock ledger shall  prepare and make,
at least ten (10) days before every meeting of stockholders,  a complete list of
the  stockholders  entitled to vote at the  meeting,  arranged  in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting at least
ten (10) days prior to the meeting  (i) on a  reasonably  accessible  electronic
network,  provided that the information  required to gain access to such list is
provided with the notice of meeting or (ii) during  ordinary  business  hours at
the principal  place of business of the  Corporation.  The list of  stockholders
must also be open to examination  at the meeting as required by applicable  law.
Except  as  otherwise  provided  by law (a) the stock  ledger  shall be the only
evidence as to who are the stockholders entitled by this Section 1.10 to examine
the list of  stockholders  required by this Section 1.10 or to vote in person or
by proxy at any  meeting  of  stockholders  and (b)  failure  to prepare or make
available  the list of  stockholders  shall not effect the  validity  of actions
taken at the meeting.



                                       33


         Section 1.11. Consent of Stockholders in Lieu of Meeting.

         Unless otherwise  restricted by the Certificate of  Incorporation,  any
action required or permitted to be taken at any annual or special meeting of the
stockholders may be taken without a meeting,  without prior notice and without a
vote,  if a consent or consents in writing,  setting  forth the action so taken,
shall be signed by the  holders of  outstanding  stock  having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the  Corporation by delivery to its registered  office
in the State of Delaware,  its  principal  place of  business,  or an officer or
agent  of the  Corporation  having  custody  of the  book in  which  minutes  of
proceedings of  stockholders  are recorded.  Delivery made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt  requested.  Every  written  consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be effective
unless,  within  sixty  days of the  earliest  dated  consent  delivered  to the
Corporation in the manner provided by the previous  sentence,  written  consents
signed by a  sufficient  number of holders to take action are  delivered  to the
Corporation in the manner  provided by the previous  sentence.  Prompt notice of
the taking of the  corporate  action  without a meeting  by less than  unanimous
written  consent  shall,  to the  extent  required  by law,  be  given  to those
stockholders  who have not  consented in writing and who, if the action had been
taken at a meeting,  would have been  entitled  to notice of the  meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient  number  of  holders  to  take  the  action  were  delivered  to  the
Corporation.

         Section 1.12. Meeting by Remote Communication.

         If  authorized  by the Board of Directors in its sole  discretion,  and
subject to such  guidelines  and procedures as the Board of Directors may adopt,
stockholders  and   proxyholders   not  physically   present  at  a  meeting  of
stockholders may, by means of remote communication: (a) participate in a meeting
of  stockholders;  and (b) be deemed  present in person and vote at a meeting of
stockholders  whether such meeting is to be held at a designated place or solely
by means of  remote  communication,  provided  that  (i) the  Corporation  shall
implement  reasonable  measures to verify that each  person  deemed  present and
permitted  to  vote  at the  meeting  by  means  of  remote  communication  is a
stockholder or  proxyholder,  (ii) the Corporation  shall  implement  reasonable
measures to provide such stockholders and proxyholders a reasonable  opportunity
to  participate  in  the  meeting  and  to  vote  on  matters  submitted  to the
stockholders,  including an opportunity  to read or hear the  proceedings of the
meeting  substantially  concurrently  with  such  proceedings,  and (iii) if any
stockholder or  proxyholder  votes or takes other action at the meeting by means
of  remote  communication,  a  record  of such  vote or  other  action  shall be
maintained by the Corporation.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 2.1. Powers; Number; Qualifications.

         The  business  and  affairs of the  Corporation  shall be managed by or
under the  direction  of the  Board of  Directors,  except  as may be  otherwise
provided by law or in the Certificate of  Incorporation.  The Board of Directors
shall  consist  of not  less  than  three  members,  the  number  thereof  to be
determined by the Board of Directors.  Any increase or decrease in the number of
directors between annual meetings shall be approved by the holders of the common
stock. Directors must be natural persons at least eighteen years of age but need
not be stockholders of the Corporation.

         Section 2.2.  Election;  Term of Office;  Resignation;  Removal;  Newly
Created Directorships; Vacancies; Director Emeritus.




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         2.2.1. Election; Term of Office.

         The Board of  Directors  shall be  elected  at each  annual  meeting of
stockholders by the holders of the common stock. Each director shall hold office
until his or her  successor is elected and  qualified or until his or her death,
earlier resignation, removal or disqualification.

         2.2.2. Resignation.

         Any  director  may  resign  at any time  upon  notice  to the  Board of
Directors  or to  the  President  or the  Secretary  of  the  Corporation.  Such
resignation  shall  take  effect  at the  time  specified  therein,  and  unless
otherwise  specified  therein,  no  acceptance  of  such  resignation  shall  be
necessary to make it effective.

         2.2.3. Removal.

         Any director or the entire Board of Directors  may be removed,  with or
without cause,  by holders of a majority of the voting power of the  outstanding
shares of the common  stock.  A vacancy on the Board of Directors  caused by any
such  removal  may be  filled  by the  holders  of  common  stock  or,  if  such
stockholders  shall fail to fill such  vacancy,  by a majority of the  remaining
directors at any time before the end of the unexpired term.

         2.2.4. Newly Created Directorships; Vacancies.

         Unless otherwise  provided in the Certificate of Incorporation or these
Bylaws,  newly  created  directorships   resulting  from  any  increase  in  the
authorized  number of directors  between annual  meetings shall be filled by the
vote of the holders of the common stock and the director or directors  filling a
newly created  directorship  or  directorships  shall hold office until the next
annual meeting of  stockholders  and until his or their  successor or successors
have been elected and qualified.  A vacancy  occurring in the Board of Directors
that is not required by these Bylaws to be filled by the holders of common stock
shall be filled by the affirmative  vote of a majority of the remaining  members
of the Board of Directors even if the remaining directors constitute less than a
quorum.  A director elected to fill a vacancy shall be elected for the unexpired
term of such director's predecessor in office.

         2.2.5. Director Emeritus.

         The Board of  Directors  may,  at its  discretion,  designate a retired
director as Director  Emeritus.  Each  designation  shall be for a period of one
year and may be renewed for additional one-year terms. A Director Emeritus shall
provide  consulting and advisory services to the Board of Directors as requested
from  time to time by the  Board  of  Directors  and may be  invited  to  attend
meetings of the Board of Directors,  but shall not vote or be counted for quorum
purposes  or have any of the duties or  obligations  imposed  on a  director  or
officer of the  Corporation  under the DGCL,  the  Corporation's  Certificate of
Incorporation  or these  Bylaws or  otherwise  be  considered  a director of the
Corporation.  A Director  Emeritus shall be entitled to benefits and protections
in accordance with Section 8.4 of these Bylaws (Indemnification of Directors and
Officers) and shall be compensated  for his services and reimbursed for expenses
incurred in his capacity as Director  Emeritus as the Board of  Directors  shall
from time to time establish.

         Section 2.3. Annual and Regular Meetings.

         The Board of Directors  shall hold its annual meeting without notice on
the same day and the same place as, but just  following,  the annual  meeting of
the holders of common  stock,  or at such other  date,  time and place as may be
determined by the Board of Directors. Regular meetings of the Board of Directors
shall  be held  without  notice  at  such  dates,  times  and  places  as may be
determined by the Board of Directors by resolution.




                                       35


         Section 2.4.      Special Meetings; Notice.

         2.4.1.  Special  meetings of the Board of Directors  may be held,  with
proper notice,  upon the call of the Chairman of the Board of Directors or by at
least two members of the Board of  Directors at such time and place as specified
in the notice.

         2.4.2.  Notice of the date,  time and place of each special  meeting of
the Board of Directors  shall be given to each  director at least two days prior
to such meeting.  The notice of a special meeting of the Board of Directors need
not state the  purposes of the meeting.  Notice to each  director of any special
meeting   may  be  given  in  person;   by   telephone,   telegraph,   teletype,
electronically  transmitted  facsimile,  or other  means  of wire or  electronic
transmission;  or by mail or private  carrier.  Oral notice to a director of any
special meeting is effective when communicated.  Written notice to a director of
any special meeting is effective at the earliest of: (i) the date received; (ii)
five days after it is mailed;  or (iii) the date shown on the return  receipt if
mailed by registered or certified mail, return receipt requested,  if the return
receipt  is  signed  by or on  behalf  of the  director  to whom the  notice  is
addressed.

         Section  2.5.   Participation  in  Meetings  by  Conference   Telephone
Permitted.

         Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these Bylaws,  directors or members of any committee  designated by the Board of
Directors,  may  participate  in a meeting of the Board of  Directors or of such
committee,  as the  case  may be,  by means  of  conference  telephone  or other
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Bylaw shall constitute presence in person at such meeting.

         Section 2.6. Quorum; Vote Required for Action.

         At all meetings of the Board of  Directors a majority of the  directors
then in office shall constitute a quorum for the transaction of business at such
meeting. The vote of a majority of the directors present at a meeting at which a
quorum  is  present  shall  be the act of the  Board  of  Directors  unless  the
Certificate of  Incorporation  or these Bylaws shall require a vote of a greater
number.  In case at any meeting of the Board of  Directors a quorum shall not be
present,  a majority of the  directors  present may,  without  notice other than
announcement  at the  meeting,  adjourn  the  meeting  from time to time until a
quorum can be obtained.

         Section 2.7. Organization.

         The Board of Directors shall elect a Chairman of the Board of Directors
from among its members.  If the Board of Directors  deems it  necessary,  it may
elect a  Vice-Chairman  of the Board of  Directors  from  among its  members  to
perform the duties of the Chairman of the Board of Directors in such  chairman's
absence and such other duties as the Board of Directors may assign. The Chairman
of the Board of Directors or, in his absence,  the Vice-Chairman of the Board of
Directors, or in his absence, any director chosen by a majority of the directors
present, shall act as chairperson of the meetings of the Board of Directors. The
Secretary,  any  Assistant  Secretary,  or any  other  person  appointed  by the
chairperson shall act as secretary of each meeting of the Board of Directors.

         Section 2.8. Action by Directors Without a Meeting.

         Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors,  or of any committee thereof, may be taken without a meeting
if all members of the Board of Directors or of such  committee,  as the case may
be, consent thereto in writing or by electronic  transmission and the writing or
writings or electronic transmission are filed with the minutes of proceedings of
the Board of Directors or committee.  Such filings shall be in paper form if the
minutes  are  maintained  in paper form and shall be in  electronic  form if the
minutes are maintained in electronic form.

         Section 2.9. Compensation of Directors.



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         Unless  otherwise  restricted by the  Certificate of  Incorporation  or
these Bylaws,  the Board of Directors shall determine and fix the  compensation,
if any, and the reimbursement of expenses which shall be allowed and paid to the
directors.  Nothing herein contained shall be construed to preclude any director
from serving the Corporation in any other capacity or any of its subsidiaries in
any other capacity and receiving proper compensation therefore.

                                   ARTICLE III
                                   COMMITTEES

         Section 3.1. Committees.

         The Board of Directors  may, by a vote of the majority of the directors
then in office,  designate one or more committees,  each committee to consist of
one or more of the  directors of the  Corporation.  The Board of  Directors  may
designate one or more directors as alternate  members of any committee,  who may
replace any absent or  disqualified  member at any meeting of the committee.  In
the  absence  or  disqualification  of a member of a  committee,  the  member or
members thereof present at any meeting and not disqualified from voting, whether
or not such  member or members  constitute  a quorum,  may  unanimously  appoint
another  member of the Board of  Directors to act at the meeting in the place of
any such  absent or  disqualified  member.  Any such  committee,  to the  extent
permitted by law and provided in the  resolution of the Board of Directors or in
these  Bylaws,  shall have and may exercise all the powers and  authority of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
Corporation,  and may authorize the seal of the Corporation to be affixed to all
papers which may require it.

         Section 3.2. Committee Rules.

         Unless  the  Board of  Directors  otherwise  provides,  each  committee
designated by the Board of Directors  may adopt,  amend and repeal rules for the
conduct of its business. In the absence of a provision by the Board of Directors
or a provision in the rules of such committee to the contrary, a majority of the
entire  authorized number of members of such committee shall constitute a quorum
for the  transaction of business,  the vote of a majority of the members present
at a meeting at the time of such vote if a quorum is then  present  shall be the
act of such  committee,  and in other respects each committee  shall conduct its
business  in the same manner as the Board of  Directors  conducts  its  business
pursuant to Article II of these Bylaws.  Each committee shall prepare minutes of
its meetings  which shall be delivered to the Secretary of the  Corporation  for
inclusion in the Corporation's records.

                                   ARTICLE IV
                                    OFFICERS

         Section 4.1. Officers; Election.

         The Board of Directors shall, annually or at such times as the Board of
Directors may designate,  appoint a President, a Secretary and a Treasurer,  and
elect from among its members a Chairman. The Board of Directors may also appoint
one or more Vice Presidents,  one or more Assistant Vice Presidents, one or more
Assistant  Secretaries,  and one or more  Assistant  Treasurers  and such  other
officers as the Board of Directors  may deem  desirable or  appropriate  and may
give any of them such further  designations or alternate  titles as it considers
desirable.  The Board of Directors may delegate,  by specific resolution,  to an
officer the power to appoint other specified officers or assistant officers. Any
number of  offices  may be held by the same  person  unless the  Certificate  of
Incorporation or these Bylaws provide otherwise. Each officer shall be a natural
person who is eighteen years of age or older.

         Section 4.2. Term of Office; Resignation; Removal; Vacancies.

         Unless  otherwise  provided in the resolution of the Board of Directors
appointing  any officer,  each  officer  shall hold office until the next annual
meeting of the Board of Directors at which his or her successor is appointed and
qualified or until his or her earlier  resignation  or removal.  Any officer may
resign at any time upon notice given in writing or by electronic transmission to
the  Corporation.  Such  resignation  shall  take  effect at the time  specified
therein,   and  unless  otherwise   specified  therein  no  acceptance  of  such
resignation shall be necessary to make it effective.  The Board of Directors may
remove any officer with or without cause at any time.  Any such removal shall be
without  prejudice to the contractual  rights of such officer,  if any, with the


                                       37


Corporation,  but the  appointment  of an  officer  shall not of  itself  create
contractual  rights.  The Board of Directors may also delegate to an officer the
power to remove  other  specified  officers or assistant  officers.  Any vacancy
occurring in any office of the  Corporation  by death,  resignation,  removal or
otherwise may be filled by the Board of Directors.  An officer appointed to fill
a vacancy shall serve for the unexpired term of such officer's  predecessor,  or
until such officer's earlier death, resignation or removal.

         Section 4.3. Temporary Delegation of Duties.

         In the case of the absence of any officer,  or his inability to perform
his duties, or for any other reason deemed sufficient by the Board of Directors,
the Board of Directors may delegate the powers and duties of such officer to any
other  officer or to any director  temporarily,  provided that a majority of the
directors  then in office  concur and that no such  delegation  shall  result in
giving to the same person conflicting duties.

         Section 4.4. Chairman.

         The Chairman of the Board of Directors shall preside at all meetings of
the  Board of  Directors  and of the  stockholders  at which he or she  shall be
present and shall have and may exercise  such powers as may,  from time to time,
be  assigned  to him or her by the Board of  Directors  or as may be provided by
law.

         Section 4.5. Chief Executive Officer.

         The Chief  Executive  Officer (the  "CEO"),  if one is appointed by the
Board of Directors,  shall perform all duties customarily delegated to the chief
executive  officer of a  corporation  and such other  duties as may from time to
time be assigned to the CEO by the Board of Directors and these Bylaws.

         Section 4.6. President.

         If there is no  separate  CEO,  the  President  shall be the CEO of the
Corporation;  otherwise,  the President  shall be responsible to the CEO for the
day-to-day  operations of the Corporation.  The President shall have general and
active management of the business of the Corporation;  shall see that all orders
and  resolutions  of the Board of Directors  are carried into effect;  and shall
perform  all  duties  as may  from  time to time be  assigned  by the  Board  of
Directors or the CEO.

         Section 4.7. Vice Presidents.

         The Vice President or Vice Presidents  shall have such powers and shall
perform such duties as may, from time to time, be assigned to him or her or them
by the Board of  Directors,  the CEO or the  President  or as may be provided by
law.

         Section 4.8. Secretary.

         The  Secretary  shall  have the duty to record the  proceedings  of the
meetings of the stockholders,  the Board of Directors and any committees thereof
in a book to be  kept  for  that  purpose,  shall  authenticate  records  of the
Corporation,  shall see that all notices are duly given in  accordance  with the
provisions  of these  Bylaws or as required by law,  shall be  custodian  of the
records of the  Corporation,  may affix the  corporate  seal to any document the
execution of which, on behalf of the Corporation,  is duly authorized,  and when
so affixed  may attest the same,  and,  in  general,  shall  perform  all duties
incident to the office of  secretary of a  corporation  and such other duties as
may, from time to time, be assigned to him or her by the Board of Directors, the
CEO or the President or as may be provided by law.

         Section 4.9. Treasurer.

         The Treasurer  shall have charge of and be  responsible  for all funds,
securities,  receipts and  disbursements of the Corporation and shall deposit or
cause to be  deposited,  in the name of the  Corporation,  all  moneys  or other
valuable effects in such banks,  trust companies or other depositories as shall,
from time to time, be selected by or under  authority of the Board of Directors.
If required by the Board of Directors,  the Treasurer  shall give a bond for the


                                       38


faithful  discharge  of his or her  duties,  with such surety or sureties as the
Board of Directors may determine.  The Treasurer  shall keep or cause to be kept
full and  accurate  records of all receipts  and  disbursements  in books of the
Corporation,  shall maintain books of account and records and exhibit such books
of  account  and  records  to any of the  directors  of the  Corporation  at any
reasonable  time,  shall receive and give receipts for monies due and payable to
the  Corporation  from any  source  whatsoever,  shall  render  to the CEO,  the
President and to the Board of Directors,  whenever requested,  an account of the
financial  condition  of the  Corporation,  and, if called to do so, make a full
financial  report at the annual  meeting of the  stockholders,  and, in general,
shall  perform  all  the  duties  incident  to  the  office  of  treasurer  of a
corporation  and such other duties as may, from time to time, be assigned to him
or her by the Board of Directors, the CEO or the President or as may be provided
by law.

         Section 4.10. Assistant Secretaries and Assistant Treasurers.

         The Assistant  Secretaries  and  Assistant  Treasurers,  if any,  shall
perform  such  duties  as  shall be  assigned  to them by the  Secretary  or the
Treasurer, respectively, or by the President, the CEO or the Board of Directors.
In the  absence  or at  the  request  of the  Secretary  or the  Treasurer,  the
Assistant Secretaries or Assistant Treasurers,  respectively,  shall perform the
duties and exercise the powers of the  Secretary or  Treasurer,  as the case may
be.

         Section 4.11. Other Officers.

         The other officers,  if any, of the Corporation  shall have such powers
and  duties  in the  management  of the  Corporation  as  shall be  stated  in a
resolution of the Board of Directors which is not inconsistent with these Bylaws
and,  to the extent  not so stated,  as  generally  pertain to their  respective
offices,  subject  to the  control  of the  Board  of  Directors.  The  Board of
Directors  may require any officer,  agent or employee to give  security for the
faithful performance of his or her duties.

         Section 4.12. Bond of Officers.

         The Board of  Directors  may  require  any officer or agent to give the
Corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the Board of  Directors  for such terms and  conditions  as the
Board of Directors may specify,  including  without  limitation for the faithful
performance of such officer's  duties and for the restoration to the Corporation
of any property  belonging to the  Corporation in such  officer's  possession or
under the control of such officer.

         Section 4.13. Compensation.

         The salaries and other  compensation  of the officers shall be fixed or
authorized  from time to time by the Board of  Directors.  No  officer  shall be
prevented from receiving such salary or other compensation by reason of the fact
that he is also a director of the Corporation.

                                    ARTICLE V
                                      STOCK

         Section 5.1. Stock Certificates and Uncertificated Shares.

         The  shares  of  stock  in the  Corporation  shall  be  represented  by
certificates,  provided that the Board of Directors may provide by resolution or
resolutions  that  some  or  all  of  any  or  all  classes  or  series  of  the
Corporation's  stock shall be uncertificated  shares.  Any such resolution shall
not apply to shares  represented by a certificate  theretofore issued until such
certificate is surrendered to the Corporation.  Notwithstanding  the adoption of
such a resolution by the Board of Directors,  every holder of stock  represented
by certificates,  and upon request every holder of uncertificated  shares, shall
be entitled to have a certificate signed by or in the name of the Corporation by
the  Chairman  of the Board of  Directors,  if any, or the  President  or a Vice
President,  and by the Treasurer or an Assistant Treasurer,  or the Secretary or
an Assistant Secretary, of the Corporation, representing the number of shares of
stock  registered  in  certificate  form owned by such  holder.  Any and all the


                                       39


signatures  on the  certificate  may be by a  facsimile.  In case  any  officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate  shall have ceased to be such officer,  transfer agent
or  registrar  before  such  certificate  is  issued,  it may be  issued  by the
Corporation  with the same effect as if such person were such officer,  transfer
agent or registrar at the date of issue.

         Section 5.2. Lost, Stolen or Destroyed Stock Certificates;  Issuance of
New Certificates.

         The Corporation may issue a new certificate of stock or  uncertificated
shares in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such owner's legal representative,  to
give the  Corporation  a bond in such form and amount (not  exceeding  twice the
value of the stock  represented  by such  certificate)  and with such surety and
sureties as the secretary may require in order to indemnify it against any claim
that may be made against it on account of the alleged loss, theft or destruction
of  any  such   certificate   or  the  issuance  of  such  new   certificate  or
uncertificated shares.

         Section 5.3. Transfer of Stock.

         Subject to any  transfer  restrictions  set forth or referred to on the
stock  certificate or of which the Corporation  otherwise has notice,  shares of
the  Corporation  shall be  transferable  on the books of the  Corporation  upon
presentation  to the  Corporation  or to the  Corporation's  transfer agent of a
stock certificate signed by, or accompanied by an executed  assignment form, the
holder of record thereof,  his duly authorized  legal  representative,  or other
appropriate  person as permitted by the DGCL. The  Corporation  may require that
any transfer of shares be accompanied by proper evidence reasonably satisfactory
to the Corporation or to the Corporation's  transfer agent that such endorsement
is genuine and effective.  Upon  presentation of shares for transfer as provided
above, the payment of all taxes, if any,  therefor,  and the satisfaction of any
other  requirement of law,  including  inquiry into and discharge of any adverse
claims of which the  Corporation has notice,  the Corporation  shall issue a new
certificate to the person entitled thereto and cancel the old certificate. Every
transfer  of stock  shall be entered on the stock  books of the  Corporation  to
accurately  reflect the record  ownership of each share.  The Board of Directors
also may make such  additional  rules and  regulations  as it may deem expedient
concerning the issue,  transfer,  and registration of certificates for shares of
the capital stock of the Corporation.

         Section 5.4. Preferred Stock.

         Shares of preferred stock shall be issued by the Corporation only after
filing  a  Preferred  Stock  Designation   described  in  the  Articles  of  the
Corporation's  Certificate of Incorporation with the Delaware Secretary of State
and satisfying all other  requirements of the Certificate of  Incorporation  and
the DGCL with respect thereto.

         Section 5.5. Holders of Record.

         The Corporation  shall be entitled to treat the holder of record of any
share of stock as the  holder in fact  thereof  and,  accordingly,  shall not be
bound to recognize  any equitable or other claim to or interest in such share on
the part of any other  person,  whether  or not it shall  have  express or other
notice thereof, except as may be allowed by these Bylaws or required by the laws
of Delaware.




                                       40


         Section  5.6.  Shares  Held for the  Account of a  Specified  Person or
Persons.

         The Board of Directors may adopt a procedure  whereby a stockholder  of
the Corporation may certify in writing to the Corporation  that all or a portion
of the  shares  registered  in the  name of such  stockholder  are  held for the
account of a specified person or persons.

                                   ARTICLE VI
        EXECUTION OF INSTRUMENTS; CHECKS AND ENDORSEMENTS; DEPOSITS; ETC.

         Section 6.1. Execution of Instruments.

         Except as otherwise  provided by the Board of Directors,  the Chairman,
the CEO, the President, any Vice President, the Treasurer or the Secretary shall
have the  power to  execute  and  deliver  on  behalf  of and in the name of the
Corporation  any  instrument  requiring  the  signature  of an  officer  of  the
Corporation.  Unless  authorized  to do so by these  Bylaws  or by the  Board of
Directors,  no  assistant  officer,  agent or  employee  shall have any power or
authority to bind the  Corporation in any way, to pledge its credit or to render
it liable pecuniarily for any purpose or in any amount.

         Section 6.2. Borrowing.

         No loan  shall be  contracted  on  behalf  of the  Corporation,  and no
evidence  of  indebtedness  shall be issued,  endorsed  or accepted in its name,
unless  authorized  by the Board of Directors or a committee  designated  by the
Board of  Directors  so to act.  Such  authority  may be general or  confined to
specific instances.  When so authorized,  an officer may (a) effect loans at any
time for the  Corporation  from any bank or other  entity and for such loans may
execute and deliver  promissory  notes or other evidences of indebtedness of the
Corporation; and (b) mortgage, pledge or otherwise encumber any real or personal
property, or any interest therein,  owned or held by the Corporation as security
for the payment of any loans or obligations of the Corporation,  and to that end
may execute and deliver for the Corporation such instruments as may be necessary
or proper in connection with such transaction.

         Section 6.3. Attestation.

         All  signatures  authorized  by  this  Article  may be  attested,  when
appropriate or required,  by any officer of the  Corporation  except the officer
who signs on behalf of the Corporation.

         Section 6.4. Checks and Endorsements.

         All  checks,   drafts  or  other  orders  for  the  payment  of  money,
obligations,  notes or other evidences of indebtedness issued in the name of the
Corporation  and other  such  instruments  shall be signed or  endorsed  for the
Corporation by such officers or agents of the  Corporation as shall from time to
time be determined by resolution of the Board of Directors, which resolution may
provide for the use of facsimile signatures.

         Section 6.5. Deposits.

         All funds of the Corporation not otherwise  employed shall be deposited
from  time  to  time  to  the  Corporation's  credit  in  such  banks  or  other
depositories as shall from time to time be determined by resolution of the Board
of  Directors,  which  resolution  may  specify  the  officers  or agents of the
Corporation  who shall have the power,  and the manner in which such power shall
be  exercised,  to make such  deposits  and to  endorse,  assign and deliver for
collection and deposit checks,  drafts and other orders for the payment of money
payable to the Corporation or its order.

         Section 6.6. Voting of Securities and Other Entities.

         Unless otherwise provided by resolution of the Board of Directors,  the
Chairman,  Chief Executive Officer, or the President,  or any officer designated
in writing by any of them,  is  authorized  to attend in person,  or may execute


                                       41


written instruments  appointing a proxy or proxies to represent the Corporation,
at all meetings of any  corporation,  partnership,  limited  liability  company,
association,  joint venture,  or other entity in which the Corporation holds any
securities  or other  interests and may execute  written  waivers of notice with
respect  to any  such  meetings.  At all  such  meetings,  any of the  foregoing
officers, in person or by proxy as aforesaid and subject to the instructions, if
any, of the Board of Directors,  may vote the securities or interests so held by
the  Corporation,  may  execute  any  other  instruments  with  respect  to such
securities or interests, and may exercise any and all rights and powers incident
to the ownership of said securities or interests.  Any of the foregoing officers
may execute  one or more  written  consents to action  taken in lieu of a formal
meeting  of  such   corporation,   partnership,   limited   liability   company,
association, joint venture, or other entity.

                                   ARTICLE VII
                        DIVIDENDS AND OTHER DISTRIBUTIONS

         Section 7.1. Dividends and Other Distributions.

         Subject  to  the   provisions   of  the  DGCL,   dividends   and  other
distributions may be declared by the Board of Directors in such form,  frequency
and amounts as the  condition  of the affairs of the  Corporation  shall  render
advisable.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 8.1. Fiscal Year.

         The fiscal year of the Corporation  shall be determined by the Board of
Directors.

         Section 8.2. Seal.

         The  Corporation may have a corporate seal and shall be in such form as
may be approved from time to time by the Board of Directors.  The corporate seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any  other  manner  reproduced.  The  impression  of the seal may be made and
attested  by  either  the   Secretary  or  any   Assistant   Secretary  for  the
authentication of contracts or other papers requiring the seal.

         Section 8.3.  Waiver of Notice of Meetings of  Stockholders,  Directors
and Committees.

         Whenever  notice is required to be given by law or under any  provision
of the Certificate of  Incorporation  or these Bylaws, a written waiver thereof,
signed by the person entitled to notice, or a waiver by electronic  transmission
by the  person  entitled  to  notice,  whether  before or after the time  stated
therein,  shall be deemed  equivalent  to  notice.  Attendance  of a person at a
meeting shall  constitute a waiver of notice of such meeting,  except (i) in the
case when the person attends a meeting for the express purpose of objecting,  at
the beginning of the meeting,  to the  transaction  of any business  because the
meeting is not lawfully  called or convened and (ii) in the case when the person
attends  the  meeting  for  the  purpose  of  objecting  to  consideration  of a
particular  matter at the  meeting  that is not within the  purpose or  purposes
described in the notice of the meeting,  the person objects to  considering  the
matter when it is presented.  Neither the business to be transacted  at, nor the
purpose of, any regular or special  meeting of the  stockholders,  directors  or
members of a committee of directors  need be specified in any written  waiver of
notice or any  waiver by  electronic  transmission  unless  so  required  by the
Certificate of Incorporation or these Bylaws.

         Section 8.4. Indemnification of Directors and Officers.

         8.4.1. Directors and Officers.

         The  Corporation  shall  indemnify  and hold  harmless,  to the fullest
extent  permitted by applicable  law as it presently  exists or may hereafter be
amended, any person who was or is made or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding,  whether civil,  criminal,
administrative or investigative (a "proceeding"),  by reason of the fact that he


                                       42


or she, or a person for whom he or she is the legal representative,  is or was a
director or officer of the  Corporation  or,  while a director or officer of the
Corporation,  is or was serving at the request of the Corporation as a director,
officer,  employee or agent of another  corporation or of a  partnership,  joint
venture, trust,  enterprise or nonprofit entity,  including service with respect
to employee benefit plans (a "Covered  Person"),  against all liability and loss
suffered and expenses  (including  attorneys' fees) reasonably  incurred by such
Covered Person. Notwithstanding the preceding sentence, the Corporation shall be
required to indemnify a Covered Person in connection  with a proceeding (or part
thereof)  commenced  by such  Covered  Person only if the  commencement  of such
proceeding  (or part  thereof)  by the  Covered  Person  was  authorized  in the
specific case by the Board of Directors. A Director Emeritus shall be considered
to be an officer of the Corporation for all purposes of this Section 8.4.

         8.4.2. Prepayment of Expenses.

         The  Corporation   shall  to  the  fullest  extent  not  prohibited  by
applicable law promptly pay the expenses (including attorneys' fees) incurred by
a  Covered   Person  in  defending  any  proceeding  in  advance  of  its  final
disposition,  provided,  however,  that,  to the extent  required  by law,  such
payment of expenses in advance of the final  disposition of the proceeding shall
be made only upon receipt of an  undertaking by such Covered Person to repay all
amounts advanced if it should be ultimately  determined that such Covered Person
is not entitled to be indemnified under this Section 8.4 or otherwise.

         8.4.3. Nonexclusivity of Rights.

         The rights  conferred  on any Covered  Person by this Section 8.4 shall
not be  exclusive  of any other  rights  which such  Covered  Person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,  these Bylaws,  agreement,  vote of stockholders or disinterested
directors or otherwise.

         8.4.4. Other Sources.

         The  Corporation's  obligation,  if any,  to  indemnify  or to  advance
expenses  to any  Covered  Person  who was or is  serving  at its  request  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust,  enterprise or nonprofit  entity shall be reduced by any amount
such Covered  Person may collect as  indemnification  or advancement of expenses
from such other corporation,  partnership,  joint venture,  trust, enterprise or
non-profit enterprise.

         8.4.5. Amendment or Repeal.

         Any repeal or modification of the foregoing  provisions of this Section
8.4 shall not adversely affect any right or protection  hereunder of any Covered
Person in respect  of any act or  omission  occurring  prior to the time of such
repeal or modification.

         8.4.6. Other Indemnification and Prepayment of Expenses.

         This Section 8.4 shall not limit the right of the  Corporation,  to the
extent and in the manner  permitted  by law,  to  indemnify  persons  other than
Covered  Persons  and to  advance  expenses  to such other  persons  when and as
authorized by appropriate corporate action.

         8.4.7. Insurance.

         The  Corporation  may purchase and maintain  insurance on behalf of any
person that the  Corporation is permitted to indemnify in accordance  with these
Bylaws  against any liability  asserted  against any such person and incurred by
such person  whether or not the  Corporation  would have the power to  indemnify
such person  against such  liability  under the DGCL.  Any such insurance may be
procured  from any  insurance  company  designated  by the  Board of  Directors,
whether  such  insurance  company is formed  under the laws of this state or any
other  jurisdiction  of the United States or elsewhere,  including any insurance
company in which the Corporation has an equity interest  through stock ownership
or otherwise.



                                       43


         8.4.8. Selection of Counsel.

         Notwithstanding   any  other   provision   of  this  Section  8.4,  the
Corporation may condition the right to  indemnification  of, and the advancement
of  expenses  to,  a  Covered  Person  on its  right  to  select  legal  counsel
representing  such Covered  Person on the terms of this  Subsection  8.4.8.  The
Corporation shall have the right to select counsel for any Covered Person in any
legal  action  that may give rise to  indemnification  under  this  Section  8.4
provided  that:  (a) the  Corporation  consults with the Covered  Person seeking
indemnification  with respect to the selection of competent  legal counsel;  and
(b) the Corporation  pays all reasonable fees and costs incurred by the attorney
in defending the Covered Person (subject to the  Corporation's  right to recover
such fees and costs if it is determined at the conclusion of the action, suit or
proceeding that there is no right of indemnification). Notwithstanding any other
provision  of this Section 8.4, the  Corporation  shall not be  responsible  for
indemnification  of, or the  advancement  of expenses to, any Covered Person who
declines to use counsel  reasonably  selected by the  Corporation as provided in
this Subsection 8.4.8.  Counsel shall be deemed to be reasonably selected by the
Corporation  if such  counsel  is a  competent  attorney  who can  independently
represent the Covered Person consistent with the applicable ethical standards of
the Code of Professional Responsibility.

         Section 8.5. Interested Directors; Quorum.

         No contract or transaction  between the  Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership,  association  or other  organization  in  which  one or more of its
directors or officers are directors or officers,  or have a financial  interest,
shall be void or voidable solely for this reason, or solely because the director
or  officer  is  present  at or  participates  in the  meeting  of the  Board of
Directors or committee thereof which authorizes the contract or transaction,  or
solely  because  any such  director's  or  officer's  votes are counted for such
purpose,  if:  (1)  the  material  facts  as  to  the  director's  or  officer's
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or  committee  in good faith  authorizes  the  contract  or  transaction  by the
affirmative votes of a majority of the disinterested directors,  even though the
disinterested  directors be less than a quorum;  or (2) the material facts as to
the director's or officer's  relationship  or interest and as to the contract or
transaction  are  disclosed  or are known to the  stockholders  entitled to vote
thereon, and the contract or transaction is specifically  approved in good faith
by vote of the  stockholders;  or (3) the contract or  transaction is fair as to
the  Corporation as of the time it is authorized,  approved or ratified,  by the
Board  of  Directors,  a  committee  thereof  or  the  stockholders.  Common  or
interested directors may be counted in determining the presence of a quorum at a
meeting  of the  Board of  Directors  or of a  committee  which  authorizes  the
contract or transaction.

         Section 8.6. Prohibited Transactions.

         For so long as the Corporation is a publicly-traded  company or subject
to  applicable  federal or state  securities  laws or exchange  or other  market
listing  requirements,  no extensions of credit in the form of personal loans or
other prohibited forms of assistance under Section 402 of the Sarbanes-Oxley Act
of 2002 may be made to a director or executive officer of the Corporation.

         Section 8.7. Form of Records.

         Any records  maintained by the Corporation in the regular course of its
business,  including its stock ledger, books of account and minute books, may be
kept on, or by means of, or be in the form of, any information storage device or
method,  provided that the records so kept can be converted into clearly legible
paper form within a reasonable time.

         Section 8.8. Record of Stockholders.

         The Secretary shall maintain, or shall cause to be maintained, a record
of the names and  addresses of the  Corporation's  stockholders,  in a form that
permits preparation of a list of stockholders that is arranged by class of stock
entitled  to vote and,  within  each such  class,  by series of shares,  that is
alphabetical within each class or series, and that shows the address of, and the
number of shares of each class or series held by, each stockholder.



                                       44


         Section 8.9. Addresses of Stockholders.

         Each  stockholder  shall furnish to the Secretary of the Corporation or
the  Corporation's   transfer  agent  an  address  to  which  notices  from  the
Corporation,  including  notices  of  meetings,  may  be  directed  and  if  any
stockholder  shall fail so to designate such an address,  it shall be sufficient
for any such  notice to be directed to such  stockholder  at such  stockholder's
address last known to the Secretary or transfer agent.

         Section 8.10. Amendment of Bylaws.

         The Board of Directors is  authorized  to adopt,  amend or repeal these
Bylaws at any annual  meeting  of the Board of  Directors  or any other  meeting
called for that purpose.  The holders of shares of common stock entitled to vote
also may adopt additional  Bylaws and may amend or repeal any Bylaw,  whether or
not  adopted by them,  at an annual  stockholders  meeting or a special  meeting
called, wholly or in part, for such purpose. The power of the Board of Directors
to  adopt,  amend  or  repeal  Bylaws  may be  limited  by an  amendment  to the
Certificate  of  Incorporation  or an  amendment  to the  Bylaws  adopted by the
holders of common stock that provides that a particular Bylaw or Bylaws may only
be adopted, amended or repealed by the holders of common stock.

         Section 8.11. Gender.

         The  masculine  gender  if and when  used in these  Bylaws is used as a
matter of  convenience  only and shall be  interpreted  to include the  feminine
gender as the circumstances indicate.

         Section 8.12. Definitions.

         Terms not otherwise defined in these Bylaws shall have the meanings set
forth in the DGCL.






















                                       45


                                                                         ANNEX D

                        COLORADO BUSINESS CORPORATION ACT
                                   Article 113
                               Dissenters' Rights

7-113-101. DEFINITIONS

For purposes of this article:

(1)  "Beneficial  shareholder"  means the  beneficial  owner of shares held in a
voting trust or by a nominee as the record shareholder.

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

(3)  "Dissenter"  means a shareholder  who is entitled to dissent from corporate
action under section  7-113-102 and who exercises  that right at the time and in
the manner required by part 2 of this article.

(4) "Fair value", with respect to a dissenter's  shares,  means the value of the
shares  immediately  before the effective date of the corporate  action to which
the  dissenter   objects,   excluding  any   appreciation   or  depreciation  in
anticipation  of the corporate  action except to the extent that exclusion would
be inequitable.

(5) "Interest"  means  interest from the effective date of the corporate  action
until the date of payment, at the average rate currently paid by the corporation
on its  principal  bank  loans or, if none,  at the legal rate as  specified  in
section 5-12-101, C.R.S.

(6) "Record shareholder" means the person in whose name shares are registered in
the  records  of a  corporation  or the  beneficial  owner  of  shares  that are
registered  in the name of a nominee to the extent such owner is  recognized  by
the corporation as the shareholder as provided in section 7-107-204.

(7) "Shareholder" means either a record shareholder or a beneficial shareholder.

7-113-102. RIGHT TO DISSENT

(1) A  shareholder,  whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of any
of the following corporate actions:

         (a)  Consummation  of a plan of merger to which  the  corporation  is a
party if:

                  (I)  Approval  by the  shareholders  of  that  corporation  is
required for the merger by section  7-111-103 or 7-111-104 or by the articles of
incorporation; or

                  (II) The  corporation is a subsidiary  that is merged with its
parent corporation under section 7-111-104;

         (b)  Consummation  of a plan of share exchange to which the corporation
is a party as the corporation whose shares will be acquired;

         (c) Consummation of a sale,  lease,  exchange,  or other disposition of
all, or  substantially  all,  of the  property  of the  corporation  for which a
shareholder vote is required under section 7-112-102 (1); and

         (d) Consummation of a sale,  lease,  exchange,  or other disposition of
all, or  substantially  all,  of the  property  of an entity  controlled  by the


                                       46


corporation if the  shareholders of the  corporation  were entitled to vote upon
the consent of the corporation to the disposition  pursuant to section 7-112-102
(2).  (1.3) A shareholder is not entitled to dissent and obtain  payment,  under
subsection (1) of this section,  of the fair value of the shares of any class or
series of shares  which  either  were listed on a national  securities  exchange
registered under the federal Securities  Exchange Act of 1934, as amended, or on
the national  market system of the national  association  of securities  dealers
automated  quotation  system,  or were held of record by more than two  thousand
shareholders, at the time of:

         (a) The record date fixed under  section  7-107-107  to  determine  the
         shareholders entitled to receive notice of the shareholders' meeting at
         which the corporate action is submitted to a vote;

         (b)  The  record  date  fixed  under  section  7-107-104  to  determine
         shareholders  entitled to sign  writings  consenting  to the  corporate
         action; or

         (c) The effective date of the corporate  action if the corporate action
         is authorized other than by a vote of shareholders.

         (1.8) The  limitation  set forth in  subsection  (1.3) of this  section
shall not apply if the shareholder  will receive for the  shareholder's  shares,
pursuant to the corporate action, anything except:

                  (a) Shares of the  corporation  surviving the  consummation of
         the plan of merger or share exchange;

                  (b)  Shares of any other  corporation  which at the  effective
         date of the plan of merger or share exchange either will be listed on a
         national  securities  exchange  registered under the federal Securities
         Exchange Act of 1934, as amended,  or on the national  market system of
         the national  association  of securities  dealers  automated  quotation
         system,   or  will  be  held  of  record  by  more  than  two  thousand
         shareholders;

                  (c) Cash in lieu of fractional shares; or

                  (d) Any combination of the foregoing  described shares or cash
         in lieu of fractional shares.

         (2) (Deleted by  amendment,  L. 96, p.  1321,ss.30,  effective  June 1,
1996.)

         (2.5) A  shareholder,  whether or not entitled to vote,  is entitled to
dissent and obtain payment of the fair value of the shareholder's shares in the`
event of a  reverse  split  that  reduces  the  number  of  shares  owned by the
shareholder  to a  fraction  of a share or to scrip if the  fractional  share or
scrip so created is to be acquired  for cash or the scrip is to be voided  under
section 7-106-104.

         (3) A shareholder is entitled to dissent and obtain payment of the fair
value of the  shareholder's  shares in the event of any corporate  action to the
extent provided by the bylaws or a resolution of the board of directors.

         (4) A  shareholder  entitled  to  dissent  and obtain  payment  for the
shareholder's  shares under this article may not challenge the corporate  action
creating  such  entitlement  unless the action is  unlawful or  fraudulent  with
respect to the shareholder or the corporation.

7-113-103. DISSENT BY NOMINEES AND BENEFICIAL OWNERS

         (1) A record shareholder may assert dissenters' rights as to fewer than
all the shares  registered in the record  shareholder's  name only if the record
shareholder  dissents with respect to all shares  beneficially  owned by any one
person and causes the  corporation  to receive  written notice which states such
dissent and the name, address,  and federal taxpayer  identification  number, if
any, of each person on whose behalf the record shareholder  asserts  dissenters'
rights.  The  rights  of a record  shareholder  under  this  subsection  (1) are
determined as if the shares as to which the record shareholder  dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.


                                       47


         (2) A beneficial  shareholder may assert  dissenters'  rights as to the
shares held on the beneficial shareholder's behalf only if:

         (a) The beneficial  shareholder  causes the  corporation to receive the
         record shareholder's  written consent to the dissent not later than the
         time the beneficial shareholder asserts dissenters' rights; and

         (b) The  beneficial  shareholder  dissents  with  respect to all shares
         beneficially owned by the beneficial shareholder.

         (3)  The  corporation  may  require  that,  when a  record  shareholder
dissents  with  respect  to the  shares  held  by any  one  or  more  beneficial
shareholders,  each such beneficial  shareholder must certify to the corporation
that  the  beneficial   shareholder   and  the  record   shareholder  or  record
shareholders of all shares owned beneficially by the beneficial shareholder have
asserted, or will timely assert,  dissenters' rights as to all such shares as to
which there is no limitation on the ability to exercise  dissenters' rights. Any
such  requirement  shall be stated in the  dissenters'  notice given pursuant to
section 7-113-203.

7-113-201. NOTICE OF DISSENTERS' RIGHTS

         (1) If a proposed  corporate action creating  dissenters'  rights under
section 7-113-102 is submitted to a vote at a shareholders'  meeting, the notice
of the meeting  shall be given to all  shareholders,  whether or not entitled to
vote. The notice shall state that  shareholders are or may be entitled to assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the  materials,  if any,  that,  under  articles  101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action  taken at the  shareholders'  meeting  for which the
notice was to have been given,  but any  shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding  payment
for the  shareholder's  shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (1).

         (2) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-102 is authorized  without a meeting of shareholders  pursuant to
section 7-107-104,  any written or oral solicitation of a shareholder to execute
a writing  consenting to such action  contemplated in section 7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters'  rights under this article,  by a copy of this
article,  and by the materials,  if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders  entitled to vote on
the  proposed  action  if the  proposed  action  were  submitted  to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken  pursuant to section  7-107-104  for which the
notice was to have been given,  but any  shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding  payment
for the  shareholder's  shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (2).

7-113-202. NOTICE OF INTENT TO DEMAND PAYMENT

         (1) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-102  is  submitted  to a vote at a  shareholders'  meeting and if
notice of  dissenters'  rights has been given to such  shareholder in connection
with the action  pursuant to section  7-113-201 (1), a shareholder who wishes to
assert dissenters' rights shall:

                  (a) Cause  the  corporation  to  receive,  before  the vote is
         taken, written notice of the shareholder's  intention to demand payment
         for the  shareholder's  shares  if the  proposed  corporate  action  is
         effectuated; and

                  (b) Not vote the  shares  in favor of the  proposed  corporate
         action.

         (2) If a proposed  corporate action creating  dissenters'  rights under
section  7-113-102 is authorized  without a meeting of shareholders  pursuant to



                                       48


section  7-107-104  and if notice of  dissenters'  rights has been given to such
shareholder in connection with the action  pursuant to section  7-113-201 (2), a
shareholder who wishes to assert  dissenters' rights shall not execute a writing
consenting to the proposed corporate action.

         (3) A shareholder  who does not satisfy the  requirements of subsection
(1)  or (2)  of  this  section  is  not  entitled  to  demand  payment  for  the
shareholder's shares under this article.

7-113-203. DISSENTERS' NOTICE

         (1) If a proposed  corporate action creating  dissenters'  rights under
section   7-113-102  is  authorized,   the  corporation  shall  give  a  written
dissenters'  notice to all  shareholders  who are entitled to demand payment for
their shares under this article.

         (2) The  dissenters'  notice required by subsection (1) of this section
shall be given no later than ten days after the effective  date of the corporate
action creating dissenters' rights under section 7-113-102 and shall:

                  (a) State that the corporate  action was  authorized and state
         the effective date or proposed effective date of the corporate action;

                  (b) State an address  at which the  corporation  will  receive
         payment  demands  and the  address of a place  where  certificates  for
         certificated shares must be deposited;

                  (c) Inform  holders of  uncertificated  shares to what  extent
         transfer of the shares will be restricted  after the payment  demand is
         received;

                  (d)  Supply a form for  demanding  payment,  which  form shall
         request a dissenter to state an address to which payment is to be made;

                  (e) Set the date by which the  corporation  must  receive  the
         payment demand and  certificates for  certificated  shares,  which date
         shall not be less than thirty  days after the date the notice  required
         by subsection (1) of this section is given;

                  (f) State the requirement  contemplated  in section  7-113-103
         (3), if such requirement is imposed; and

                  (g) Be accompanied by a copy of this article.

7-113-204. PROCEDURE TO DEMAND PAYMENT

         (1) A shareholder who is given a dissenters' notice pursuant to section
7-113-203 and who wishes to assert  dissenters' rights shall, in accordance with
the terms of the dissenters' notice:

                  (a) Cause the corporation to receive a payment  demand,  which
         may be the payment demand form  contemplated  in section  7-113-203 (2)
         (d), duly completed, or may be stated in another writing; and

                  (b) Deposit the  shareholder's  certificates  for certificated
         shares.

         (2) A shareholder who demands payment in accordance with subsection (1)
of this  section  retains  all  rights  of a  shareholder,  except  the right to
transfer the shares,  until the effective date of the proposed  corporate action
giving rise to the shareholder's exercise of dissenters' rights and has only the
right to  receive  payment  for the  shares  after  the  effective  date of such
corporate action.

         (3) Except as provided in section  7-113-207 or 7-113-209  (1) (b), the
demand for payment and deposit of certificates are irrevocable.


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         (4)  A  shareholder  who  does  not  demand  payment  and  deposit  the
shareholder's  share  certificates  as  required by the date or dates set in the
dissenters' notice is not entitled to payment for the shares under this article.

7-113-205. UNCERTIFICATED SHARES

         (1) Upon receipt of a demand for payment under section 7-113-204 from a
shareholder  holding  uncertificated  shares,  and in  lieu  of the  deposit  of
certificates  representing the shares, the corporation may restrict the transfer
thereof.

         (2) In all other respects, the provisions of section 7-113-204 shall be
applicable to shareholders who own uncertificated shares.

7-113-206. PAYMENT

         (1) Except as provided in section 7-113-208, upon the effective date of
the corporate action creating dissenters' rights under section 7-113-102 or upon
receipt of a payment demand pursuant to section  7-113-204,  whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment  demand,  at the address shown on the  corporation's  current  record of
shareholders  for the record  shareholder  holding the dissenter's  shares,  the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.

         (2) The payment made pursuant to  subsection  (1) of this section shall
be accompanied by:

                  (a) The corporation's  balance sheet as of the end of its most
         recent  fiscal  year or, if that is not  available,  the  corporation's
         balance  sheet  as of the end of a fiscal  year  ending  not more  than
         sixteen months before the date of payment, an income statement for that
         year, and, if the corporation  customarily  provides such statements to
         shareholders,  a statement of changes in shareholders'  equity for that
         year and a statement of cash flow for that year,  which  balance  sheet
         and statements  shall have been audited if the corporation  customarily
         provides audited financial  statements to shareholders,  as well as the
         latest  available  financial  statements,  if any,  for the  interim or
         full-year period, which financial statements need not be audited;

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

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

                  (d) A statement  of the  dissenter's  right to demand  payment
         under section 7-113-209; and

                  (e) A copy of this article.

7-113-207. FAILURE TO TAKE ACTION

         (1) If the effective date of the corporate action creating  dissenters'
rights under section  7-113-102  does not occur within sixty days after the date
set by the corporation by which the corporation  must receive the payment demand
as provided in section  7-113-203,  the  corporation  shall return the deposited
certificates  and release the transfer  restrictions  imposed on  uncertificated
shares.

         (2) If the effective date of the corporate action creating  dissenters'
rights under section 7-113-102 occurs more than sixty days after the date set by
the  corporation  by which the  corporation  must receive the payment  demand as
provided in section 7-113-203, then the corporation shall send a new dissenters'
notice,  as  provided  in section  7-113-203,  and the  provisions  of  sections
7-113-204 to 7-113-209 shall again be applicable.

7-113-208.  SPECIAL PROVISIONS RELATING TO SHARES ACQUIRED AFTER ANNOUNCEMENT OF
PROPOSED CORPORATE ACTION



                                       50


         (1) The  corporation  may,  in or with  the  dissenters'  notice  given
pursuant to section 7-113-203,  state the date of the first announcement to news
media or to shareholders of the terms of the proposed  corporate action creating
dissenters'  rights under section  7-113-102 and state that the dissenter  shall
certify in writing,  in or with the  dissenter's  payment  demand under  section
7-113-204,  whether  or not  the  dissenter  (or  the  person  on  whose  behalf
dissenters'  rights are asserted)  acquired  beneficial  ownership of the shares
before  that  date.  With  respect to any  dissenter  who does not so certify in
writing,  in or with the payment  demand,  that the  dissenter  or the person on
whose  behalf the  dissenter  asserts  dissenters'  rights  acquired  beneficial
ownership of the shares before such date, the corporation may, in lieu of making
the payment  provided in section  7-113-206,  offer to make such  payment if the
dissenter agrees to accept it in full satisfaction of the demand.

         (2) An offer to make payment under subsection (1) of this section shall
include or be accompanied by the information required by section 7-113-206 (2).

7-113-209. PROCEDURE IF DISSENTER IS DISSATISFIED WITH PAYMENT OR OFFER

         (1) A dissenter  may give notice to the  corporation  in writing of the
dissenter's  estimate  of the fair  value of the  dissenter's  shares and of the
amount of interest due and may demand payment of such estimate, less any payment
made under section  7-113-206,  or reject the corporation's  offer under section
7-113-208  and demand  payment of the fair value of the shares and interest due,
if:

                  (a) The dissenter  believes that the amount paid under section
         7-113-206  or offered  under  section  7-113-208  is less than the fair
         value  of  the  shares  or  that  the  interest  due  was   incorrectly
         calculated;

                  (b) The  corporation  fails  to  make  payment  under  section
         7-113-206  within  sixty-days  after the date set by the corporation by
         which the corporation must receive the payment demand; or

                  (c) The corporation does not return the deposited certificates
         or release the transfer  restrictions imposed on uncertificated  shares
         as required by section 7-113-207 (1).

         (2) A dissenter  waives the right to demand  payment under this section
unless the dissenter  causes the  corporation to receive the notice  required by
subsection (1) of this section within thirty days after the corporation  made or
offered payment for the dissenter's shares.

7-113-301. COURT ACTION

         (1) If a demand for payment under section 7-113-209 remains unresolved,
the  corporation  may,  within sixty days after  receiving  the payment  demand,
commence a proceeding  and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence the proceeding
within the sixty-day period, it shall pay to each dissenter whose demand remains
unresolved the amount demanded.

         (2)  The  corporation  shall  commence  the  proceeding   described  in
subsection (1) of this section in the district court of the county in this state
where the  corporation's  principal office is located or, if the corporation has
no principal  office in this state, in the district court of the county in which
its registered  office is located.  If the corporation is a foreign  corporation
without a registered  office,  it shall  commence the  proceeding  in the county
where the registered  office of the domestic  corporation  merged into, or whose
shares were acquired by, the foreign corporation was located.

         (3) The corporation shall make the dissenters, whether or not residents
of this  state,  whose  demands  remain  unresolved  parties  to the  proceeding
commenced  under  subsection  (2) of this section as in an action  against their
shares, and all parties shall be served with a copy of the petition.  Service on
each dissenter  shall be by registered or certified  mail, to the address stated
in such  dissenter's  payment  demand,  or if no such  address  is stated in the
payment  demand,  at the address shown on the  corporation's  current records of
shareholder holding the dissenter's shares, or as provided by law.


                                       51


         (4) The  jurisdiction of the court in which the proceeding is commenced
under  subsection  (2) of this section 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 in any amendment to such order. The parties to
the  proceeding  are entitled to the same  discovery  rights as parties in other
civil proceedings.

         (5) Each  dissenter  made a party  to the  proceeding  commenced  under
subsection  (2) of this section is entitled to judgment for the amount,  if any,
by which  the  court  finds  the  fair  value of the  dissenter's  shares,  plus
interest,  exceeds  the amount paid by the  corporation,  or for the fair value,
plus interest,  of the dissenter's  shares for which the corporation  elected to
withhold payment under section 7-113-208.

7-113-302. COURT COSTS AND COUNSEL FEES

         (1) The  court  in an  appraisal  proceeding  commenced  under  section
7-113-301 shall determine all costs of the proceeding,  including the reasonable
compensation and expenses of appraisers  appointed by the court. The court shall
assess the costs against the corporation; except that the court may assess costs
against all or some of the dissenters,  in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously, or not
in good faith in demanding payment under section 7-113-209.

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

                  (a) Against the  corporation and in favor of any dissenters if
         the court finds the corporation did not  substantially  comply with the
         requirements of part 2 of this article; or

                  (b) Against either the corporation or one or more  dissenters,
         in favor of any other party,  if the court finds that the party against
         whom the fees and expenses are assessed acted arbitrarily, vexatiously,
         or not in good  faith  with  respect  to the  rights  provided  by this
         article.

                  (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 corporation, the court may award to said counsel reasonable
         fees to be paid out of the amounts  awarded to the  dissenters who were
         benefited.
















                                       52


                           IRVINE PACIFIC CORPORATION
                            1721 TWENTY FIRST STREET
                         SANTA MONICA, CALIFORNIA 90414
                                 (310) 453-4499
                    Proxy for Special Meeting of Shareholders
                         to be Held on November __, 2003


           THIS PROXY IS SOLICITED ON BEHALF OF OUR BOARD OF DIRECTORS


         The undersigned  hereby appoints David  MacEachern,  with full power of
substitution,  as a proxy or proxies to represent the  undersigned  at a special
meeting of  shareholders  to be held on November __, 2003 or any  adjournment or
postponement thereof and to vote thereat, as designated below, all the shares of
common  stock  of  Irvine  Pacific  Corporation,  a  Colorado  corporation  (the
"Company"),  held of  record by the  undersigned  at the  close of  business  on
October  22,  2003,  with all the power that the  undersigned  would  possess if
personally  present,  in  accordance  with the  instructions  noted  hereon,  as
follows:


         THE BOARD OF  DIRECTORS  RECOMMENDS A VOTE "FOR" THE  PROPOSALS  LISTED
BELOW.  IF NOT  OTHERWISE  SPECIFIED,  THIS PROXY WILL BE VOTED  PURSUANT TO THE
BOARD OF DIRECTORS' RECOMMENDATION.


         PLEASE  VOTE,  DATE AND SIGN THIS  PROXY ON THE OTHER  SIDE AND  RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.

Has your address changed?                     Do you have any comments?

________________________________________________________________________________


Detach here if you are returning your proxy card by mail


The Board of Directors  recommends a vote "FOR" Proposal 1 and "FOR" Proposal 2.
To vote in accordance with the Board of Directors'  recommendation,  merely sign
below; no boxes need to be checked.


         1. To consider  and vote on the  reincorporation  of the Company in the
State of Delaware,  to be effected  pursuant to an Agreement and Plan of Merger,
dated October __ 2003, by and between the Company and iMedia International, Inc.
and a wholly owned subsidiary of the Company  ("iMedia"),  pursuant to which the
Company  will  merge  with  and  into  iMedia,   and  iMedia  will  survive  the
reincorporation   merger  (approval  of  this   reincorporation   proposal  will
constitute approval of the reincorporation  merger and the Agreement and Plan of
Merger);


         |_| FOR |_| AGAINST |_| ABSTAIN


         2. To approve any  proposal  which may be  submitted  by the Company to
adjourn the  special  meeting to a later date to solicit  additional  proxies in
favor of Proposal 1 above in the event that there are not  sufficient  votes for
approval of Proposal 1 at the special meeting.


         |_| FOR |_| AGAINST |_| ABSTAIN

     Please mark
|X|  votes as in
     this example.

                           The shares represented by this proxy will be voted as
                           directed   by   the   shareholder.   In  his  or  her
                           discretion,  any named  proxy may vote on such  other
                           business  as may  properly  come  before the  special
                           meeting or any adjournments or postponements thereof.

                           This proxy  revokes all prior proxies with respect to
                           the  special  meeting  and may be  revoked  prior  to
                           exercise. Receipt of the Notice of Special Meeting of
                           Shareholders and the proxy statement  relating to the
                           special meeting is hereby acknowledged.

                           Mark box at right if you plan to attend  the  Special
                           Meeting.                                          |_|

                           Mark box at right if an address change or comment has
                           been marked on the reverse side of this card.     |_|

                           Please complete, sign, date and return the proxy card
                           promptly, using the enclosed envelope.

                           Please  sign  exactly as name  appears  hereon.  When
                           shares are held by joint  tenants,  both should sign.
                           When signing as attorney, as executor, administrator,
                           trustee or guardian,  please give full title as such.
                           If a corporation,  please sign in full corporate name
                           by  president  or  other  authorized  officer.  If  a
                           partnership,  please  sign  in  partnership  name  by
                           authorized person.

Signature     Date:








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