PROXY INFORMATION

                         SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                        WESTNET COMMUNICATION GROUP, INC.


Time:                      11:00 AM on Thursday March 29, 2001

Place:                     Conference Room
                           2921 N. Tenaya Way
                           Las Vegas, NV 89128

Items of Business:         1.  Ratify an Agreement & Plan of Reorganization.
2.       To amend the Articles of Incorporation changing the corporate name.
3.       Appoint independent auditors.
4.       To appoint independent transfer agent and registrar.

Who can vote: You can vote if you were a shareholder on February 15, 2001. There
are 3,500,000 shares of common stock outstanding on February 15, 2001.

Date  of  Mailing:   This  notice  and  proxy  statement  are  being  mailed  to
shareholders no later than February 26, 2001.

Voting:  Each  shareholder is entitled to one vote per share owned, in person or
by proxy.  As of February 15, 2001 there were 3,500,000  shares  outstanding and
eligible to vote at the meeting.  A  shareholder  may change their vote or their
proxy prior to the meeting. If the proxy is returned but does not contain voting
instructions  it  will  be  voted  (1)  FOR  ratifying  an  Agreement  & Plan of
Reorganization,  (2) FOR  amending the  Articles of  Incorporation  changing the
corporate name, (3) FOR election of the officers, (4) FOR the appointment of the
independent  auditors,  and (5) FOR the  appointment  of the transfer  agent and
registrar.  Your  shares are counted as present at the meeting of you attend the
meeting  and vote in  person  or if you  properly  return  a proxy.  In order to
conduct the  meeting,  a majority of the shares  outstanding  as of February 15,
2001, must be present in person or by proxy at the meeting.  This is referred to
as a quorum.

I.       Agreement & Plan of Reorganization

     The  directors  entered into a Letter of Intent on February  29, 2001,  and
signed an  Acquisition  Agreement  on March 1,  2001.  The  Agreement  & Plan of
Reorganization  called for the Company to issue 14,668,400 shares of authorized,
but  unissued  $.001 par value  common  stock in exchange for 100% of the equity
interest of Merchantpark  Communications,  Inc., a Nevada  corporation,  and its
subsidiary  companies Merchant Park.COM,  Inc., a Delaware corporation and Caged
Iron, Inc., a Nevada corporation. The Company has a networth of $700,000 plus.

II.      Amendment

If the  shareholders  approve  proposal  I they  will then be asked to Amend the
Articles of Incorporation changing the corporate name to:
                        Merchantpark Communications, Inc.

III.     Directors

     To elect five directors. This years nominees are:

                                    Shawn Balaghi, President
                                    Rahim Fazal, Executive Vice President
                                    Scott Thomasson, CEO
                                    Peter Matousek, CFO
                                    Husein Kaba, Director of Network Operations

IV Independent Auditors

     To appoint an Independent  Auditor of the Combined Company.  HJ Associates,
LLC.,  50 South Main  Street,  Suite  1450,  Salt Lake  City,  UT 84144 has been
contracted by management.

V Transfer Agent

     To appoint an  independent  transfer  agent and  registrar for the combined
company.  Holladay Stock Transfer 2939 North 67th Place,  Scottsdale,  AZ 85251,
presently holds that position in both companies.