SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant |X| Filed by Party other than the Registrant |_|

|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 Under Rule 14a-12

BREK ENERGY CORPORATION.
(Name of Registrant as specified in its charter)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.
|_| Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applied:
____________________________________________________________
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
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1. Amount previously paid: _______________________________
2. Form, Schedule or Registration Statement No.: _________
3. Filing Party: _________________________________________
4. Date Filed: ___________________________________________

BREK ENERGY CORPORATION.
19th Floor, 80 Gloucester Road
Wanchai, Hong Kong, SAR
(852) 2289-9581

Dear Stockholder:

We invite you to attend the annual meeting of stockholders on September
__, 2002 at Pacific Place Conference Centre, Fuji Room, 88 Queensway, Hong Kong,
SAR. The meeting will begin promptly at 10:00 a.m. At the annual meeting, you
will be asked:

1. to elect six directors to serve until the next annual meeting
of stockholders and until their successors have been elected
and qualify;

2. to ratify the appointment of Deloitte Touche Tohmatsu to serve
as independent public accountants for the 2002 fiscal year;

3. to approve the amendment of Brek Energy's Articles of
Incorporation to increase the number of authorized shares of
Brek Energy common stock;

4. to approve the amendment of Brek Energy's Articles of
Incorporation to authorize the issuance of preferred stock;
and

5. to approve such other matters as may properly come before the
annual meeting or any adjournment of the annual meeting.

The accompanying formal notice of the meeting and proxy statement describe
more fully the matters to be presented at the annual meeting. The board of
directors recommends that you vote in favor of the specific proposals set forth
above.

Whether or not you expect to be present at the meeting, it is important
that you complete, sign and date the enclosed proxy card as promptly as possible
and return it in the enclosed envelope. This will ensure a quorum at the meeting
and avoid additional expense to Brek Energy for further solicitation. In the
event you are able to attend the meeting, you may revoke your proxy and vote
your shares in person.

Ian Robinson
Chairman of the Board of Directors
August __, 2002

Hong Kong, SAR

- 2 -

BREK ENERGY CORPORATION.
19th Floor, 80 Gloucester Road
Wanchai, Hong Kong, SAR
(852) 2289-9581

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER __, 2002

To the Stockholders of Brek Energy Corporation.:

Time: 10:00 a.m.

Date: September __, 2002

Place: Pacific Place Conference Centre, Fuji Room, 88 Queensway, Hong
Kong, SAR

Purpose: to elect six directors to serve until the next annual meeting
of stockholders and until their successors have been elected
and qualify;

to ratify the appointment of Deloitte Touche Tohmatsu to serve
as independent public accountants for the 2002 fiscal year;

to approve the amendment of Brek Energy's Articles of
Incorporation to increase the number of authorized shares of
Brek Energy common stock;

to approve the amendment of Brek Energy's Articles of
Incorporation to authorize the issuance of preferred stock;
and

to approve such other matters as may properly come before the
annual meeting or any adjournment of the annual meeting.

All stockholders are cordially invited to attend the meeting, but only
stockholders of record on August __, 2002 are entitled to notice of and to vote
at the meeting.

Whether or not you expect to be present at the meeting, it is important
that you complete, sign and date the enclosed proxy card and return it in the
enclosed envelope as promptly as possible. This will ensure a quorum at the
meeting and avoid additional expense to Brek Energy for further solicitation. In
the event you are able to attend the meeting, you may revoke your proxy and vote
your shares in person should you wish to do so.

BY ORDER OF THE BOARD OF DIRECTORS

Kenneth G.C. Telford
Secretary
August __, 2002

Hong Kong, SAR

BREK ENERGY CORPORATION
19th Floor, 80 Gloucester Road
Wanchai, Hong Kong, SAR

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

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

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

Approximate date proxy material first sent
to stockholders:

August __, 2002

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

Summary - Questions and Answers

Q: Who may vote at the meeting?

A: Our stockholders, as recorded in our stock register on August__, 2002, may
vote at the meeting.

Q: How can I vote at the meeting

You may vote in person at the meeting or by proxy. We recommend you vote
by proxy even if you plan to attend the meeting. You can always change
your vote at the meeting.

Q: Who is soliciting my proxy?

A: Our Board of directors is soliciting your proxy.

Q: How do proxies work?

A: Giving us your proxy means you authorize us to vote your shares at the
meeting in the manner you direct. You may vote for all, some, or none of
our director candidates. You may also vote for or against the other
proposals or abstain from voting.

If you give us your proxy, but do not specify how to vote, we will vote
your shares in favor of our director candidates and in favor of each of
the other proposals.

Q: How can I revoke a proxy?

A: You may revoke your proxy before it is voted by:

- submitting a new proxy with a later date;

- notifying Kenneth G.C. Telford, our Secretary, in writing before the
meeting; or

- voting in person at the meeting.

Q: How many shareholders need attend the meeting?

A: In order to carry on the business of the meeting, we must have a quorum.
This means at least one-third of the outstanding shares of common stock
must be represented at the meeting, either by proxy or in person. Broker
non-votes count for purposes of a quorum. Broker non-votes occur when a
broker returns a proxy but does not have authority to vote on a particular
proposal.

Q: What if my shares are held in the name of my broker?

A: Unless otherwise instructed by you, your broker will vote in favor of each
director nominee, in favor of ratifying the auditors and in favor of
increasing the amount of common stock authorized. As to the other
proposals, your broker will vote your shares for you only if you instruct
you broker how to vote for you. Your broker should mail information to you
that will explain how to give it these instructions.

Q: What stockholder approvals are needed to approve the proposals?

A: Proposal 1 - Election of Directors

For a nominee to be elected a director, a plurality of the votes cast at
the election must be voted in favor of his election. Abstentions and
broker non-votes will have no effect on the election of directors.

Proposal 2 - Ratification of Auditors

To ratify the appointment of Deloitte Touche Tohmatsu to serve as
independent public accountants for the 2002 fiscal year, at least 10% of
the shares of common stock present in person or represented by proxy must
vote in favor of ratification.

Proposals 3 and 4 - Amendments to Articles of Incorporation to increase
the amount of authorized common stock and to authorize preferred stock

To amend Brek Energy's Articles of Incorporation, at least a majority of
the outstanding shares of common stock must vote in favor of amendment.
Abstentions and broker non-votes will have the same effect as a vote
against amendment.

Q: Why does Brek want to increase its authorized common stock and add
authorized preferred stock?

A: In order to give us more flexibility in raising capital and to provide
shares to be issued under the shareholders' rights plan we recently
adopted..

Q: Does Brek have any current plans to issue any capital stock?

A: Except for the common stock we expect to issue in exchange for Gasco
shares, we have no current plans to issue any capital stock.

Q: What does the Brek Board of directors recommend?

A: Our Board of directors recommends that our stockholders vote FOR each
director candidate and FOR all other proposals.

Q: If I have questions, who can I contact for answers?

A: You should contact: Brek Energy Investor Relations
Peter Forward, (888) 305-8233

Security Ownership Of Certain Beneficial Owners And Management

The following table and notes set forth as of the record date, the number
of shares of Brek Energy's common stock beneficially owned by (i) each person
who served as Brek Energy's Chief Executive Officer during the 2001 fiscal year,
(ii) the highest compensated executive officers who were serving as executive
officers at the end of the 2001 fiscal year whose individual total cash
compensation for the 2001 fiscal year exceeded US$100,000 (together with each
person who served as Brek Energy's Chief Executive Officer during the 2001
fiscal year, the "named executive officers"), (iii) each director and nominee
for director of Brek Energy, (iv) all executive officers and directors of Brek
Energy as a group and (v) each person or group of persons known by Brek Energy
to beneficially own more than five percent (5%) of the outstanding common stock.
All information is taken from or based upon information provided by such persons
to Brek Energy or available through public filings by the beneficial owner.

Name and Address of Number of Shares Percentage
Beneficial Owner Beneficially Owned Ownership
------------------ ---------

Gregory M. Pek 1,782,500(1)(2) 8.05%
Ravi K. Daswani 485,461(1)(2) 2.19%
Power Technology Investment
Corporation(10) 1,333,333(3)(4) 5.96%
Douglas Moore 391,667(2)(4)(5) 1.76%
Ian Robinson 595,000(1)(2) 2.69%
James Pratt 95,000(1)(2) 0.43%
Andrew Leitch 0 0.00%
Kenneth Telford 300,000(2)(6) 1.35%
Steve Corbin 65,415(2)(7) 0.30%
Barry Conn 25,000(2)(8) 0.11%

Executive Officers and
Directors as a group 3,740,043(9) 16.39%

- ----------

(1) Includes options to purchase 75,000 shares of common stock.

(2) All options expire on October 31, 2006 and are exercisable for $0.40 per
share.

(3) Includes warrants to purchase 333,333 shares of common stock.

(4) All warrants expire on March 5, 2005 and are exercisable for $11.40 per
share.

(5) Includes options to purchase 125,000 shares and warrants to purchase
66,667 shares of common stock.

(6) Includes options to purchase 200,000 shares

(7) Includes options to purchase 50,000 shares.

(8) Includes options to purchase 25,000 shares.

(9) Includes options to purchase 700,000 shares and warrants to purchase
66,667 shares of common stock.

(10) Power Technology Investment Corporation is a wholly owned subsidiary of
Power Corporation of Canada, a Canadian corporation the shares of which
are listed on the Toronto Stock Exchange and traded under the symbol
"POW".

PROPOSAL #1 - ELECTION OF DIRECTORS

Brek Energy's directors are to be elected at each annual meeting of
stockholders. The six nominees for election as directors at this meeting are set
forth below. All are recommended by the board of directors of Brek Energy, and
each is currently a director of Brek Energy:

Gregory Pek
Ravi Daswani
Douglas Moore
Ian Robinson
James Pratt
Andrew Leitch

The six nominee-directors receiving a plurality of votes cast at the
meeting will be elected as Brek Energy's directors to serve until the next
annual meeting of stockholders and until their successors are elected and
qualify.

The board of directors unanimously recommends that stockholders vote for
each nominee for the board of directors.

Directors And Executive Officers

The following table sets forth certain information concerning the
Directors and Executive Officers of Brek Energy:

Nominee Principal Occupation Age
- ------- -------------------- ---

Gregory Pek Director, President and Chief Executive 47
Officer of Brek Energy

Kenneth G.C. Telford Chief Financial Officer and Secretary of 53
Brek Energy

Ravi Daswani Director of Brek Energy 35

Nominee Principal Occupation Age
- ------- -------------------- ---

Douglas Moore Director of Brek Energy and Chief 43
Executive Officer of Henderson Cyber
Limited (listed on the Growth Enterprise
Market of the Stock Exchange of Hong Kong)

Ian Robinson Chairman of the Board of Directors of 63
Brek Energy and independent
management consultant

James Pratt Director of Brek Energy and Deputy- 53
Chairman of GSM Association

Andrew Leitch Director of Brek Energy and Board 58
member Citicorp Everbright China Fund
Limited

Gregory M. Pek has been a Director of Brek since March 3, 1999 and has been a
Director of First Ecommerce Asia Limited since its inception. Mr. Pek was
President and Chief Executive Officer since March 3, 1999 until June 27, 2000.
Mr. Pek assumed the position of President and co-Chief Executive Officer on
October 16, 2000 until August 31, 2001 when he became Chief Executive Officer
upon the resignation of Mr. Daswani. He was from March 1994 to February 1999 an
executive officer of David Resources Company Limited, a petroleum and wine
trading company, Kong Tai International Holdings Company Limited, a real
property investment company and from September 1998 to February 1999 a director
of Singapore Hong Kong Properties Investment Limited, a real property investment
company. Before 1994, Mr. Pek was a director and officer of a number of public
companies in Canada. Mr. Pek is a director of Gasco Energy, Inc. and Vallenar
Energy Corp., which are subsidiaries of Brek.

Ravi K. Daswani has been a Director of Brek since March 3, 1999 and was a
Director of First Ecommerce Asia Limited since its inception until July 2001.
Mr. Daswani was Chief Operating Officer of Brek from March 3, 1999 until August
31,2001 and co-Chief Executive Officer from October 16, 2000 to August 31,2001
when he retired to pursue other business interests. From December 1997 to
February 1999 Mr. Daswani was the managing director and co-owner of Asia
Internet Limited, a Hong Kong Internet service provider. For more than three
years before December 1997, he was the managing director of a wholesale and
retail apparel business called Daswani S.A., a Panamanian company. He has
established international operations trading in dry goods, consumer electronics,
apparel and Internet services in Africa, Latin America and Asia

Ian Robinson has been a Director of Brek since February 24, 2000, was appointed
Vice-Chairman on November 29, 2000 and Chairman on January 19, 2001. For more
than the last five years Mr. Robinson has been the managing director of Robinson
Management Limited,

which provides financial planning and business advice, forensic accounting
services and insolvency services. Mr. Robinson has 45 years of experience as a
Chartered Accountant and was a former senior partner of the Hong Kong office of
the international accountancy firm Ernst & Young, an accountancy and auditing
services firm. He has been based in Hong Kong since 1980 servicing the Asia
region and has had experience in major countries around the world. Mr. Robinson
specializes in corporate rescue, restructuring, insolvency, investigation,
business valuation and trouble shooting generally. Mr. Robinson also is a member
of the Supervisory Board and the Executive Committee of the Hong Kong Housing
Society, a non-governmental provider of low and middle income housing.

Douglas Moore has been a Director of Brek since October 27, 1999. Mr. Moore is
the Chief Executive Officer of Henderson Cyber Limited, the high technology
ecommerce subsidiary of the Henderson Group, which consists of Henderson Land
Development Company Limited, a property development company, and its
subsidiaries. Mr. Moore is also the Head of Strategic Planning of Henderson
Land. From 1994 until early 2000, Mr. Moore was the Head of the Hong Kong Market
of Credit Suisse, a bank, and a director of Credit Suisse Investment Advisory
(Hong Kong) Limited, the bank's investment advisory subsidiary. Prior to 1994,
Mr. Moore practiced international and Canadian tax law with the Hong Kong office
of McMillan Binch, a Canadian law firm. He is a Canadian and a Hong Kong lawyer.

James Pratt was appointed to Brek's Board of Directors in June 2000. Mr. Pratt
is Deputy Chairman of the GSM Association, which is a wireless
telecommunications industry representative body consisting of more than 636
wireless network operators and key manufacturers and suppliers to the wireless
industry. Mr. Pratt was previously Managing Director of Asia Wireless, a
division of Telstra International, Telstra Corporation of Australia where he
oversaw all of Telstra Group's wireless operations and investments throughout
the Asia Pacific Region. Mr. Pratt was formerly Chief Executive Officer of
Peoples Phone, a wireless telecom provider in Hong Kong, since 1996. Prior to
this he was general manager of the telecommunications division of Mitsubishi
Electric Australia. Mr. Pratt has more than thirty years international
management experience in the Asia Pacific telecommunications industry.

Mr. Andrew Leitch was appointed to Brek Energy's board of directors in April
2002. Mr. Leitch is both a Chartered Accountant (Canada) and a Certified Public
Accountant (USA). He has an international and diversified career spanning some
25 years with Deloitte & Touche, an accountancy and auditing services firm, and
has held senior executive positions in certain varied commercial enterprises.
Mr. Leitch has 20 plus years of experience in international business. He worked
as the Chief Operating Officer for Vapotronics Inc., a biotech company in San
Diego from 2000-2001. While Mr. Leitch was with Deloitte & Touche, Hong Kong
from 1994-2000, he was the Vice Chairman of the Management Committee (1997-2000)
and Executive Director of Corporate Finance (1994-1997). Mr. Leitch currently
holds a board position with Citicorp Everbright China Fund Limited, an
investment fund.

Kenneth G.C. Telford has been Brek's Chief Financial Officer and Secretary since
July 1, 2000. Mr. Telford is both a Chartered Accountant (Canada) and Certified
Public Accountant (USA). Mr. Telford has been a partner in Sadovnick Telford +
Skov, Chartered Accountants in Canada and Telford Sadovnick, PLLC, Certified
Public Accountants in the United States since 1994. Mr. Telford was also
previously a partner in the international accounting firm Touche Ross &

Co. (now Deloitte & Touche) as well as Chief Operating Officer and Chief
Financial Officer of an automotive rental company called Tropical Rent a Car
Systems, Inc. Mr. Telford has advised numerous companies, operating in both
North America and Asia Pacific, on a broad range of financial and business
matters including the financial management requirements of U.S. publicly listed
companies. Mr. Telford is a director of Vallenar Energy Corp., which is a
subsidiary of Brek.

Committees of The Board Of Directors

The Audit Committee

The Audit Committee consists of Ian Robinson, Douglas Moore and James Pratt. The
Audit Committee is responsible for (i) reviewing the scope of and the fees for
the annual audit, (ii) reviewing with the independent auditors the corporate
accounting practices and policies, (iii) reviewing with the independent auditors
their final report, and (iv) being available to the independent auditors during
the year for consultation purposes. Each of the members of the Audit Committee
is independent within the meaning of Rule 4200(a)(15) of the NASD listing
standards.

The Compensation Committee

Brek Energy established a Compensation Committee in February 2000. The
Compensation Committee is responsible for (i) approving compensation of the
Chief Executive Officer and (ii) granting stock options to employees. The
Compensation Committee consists of Douglas Moore, James Pratt and Ian Robinson.

The Nominating Committee

Brek Energy established a nominating committee in May 2002. The Nominating
Committee is responsible for making recommendations to the full board regarding
nominees for election as directors, reviewing the structure, size and
composition of the Board, compensation of Board members, the balance and
expertise of Board members and the Brek Energy's overall organizational health,
particularly succession plans for top management.. The Nominating Committee
consists of Messrs. Robinson, Leitch, Moore and Pratt. Stockholders of Brek
Energy are invited to recommend candidates for director to its secretary,
Kenneth G.C. Telford.

Director Compensation

Directors who are employees of Brek Energy receive no additional
compensation for service on the board of directors or any committee of the
board. Commencing April 1, 2001, Brek Energy began remunerating its directors
who are not employees of Brek Energy HK$ 20,000 (approximately US$ 2,564) per
quarter and the Chairman HK$35,000 (approximately US$ 4,487) per month. Eric
Pinkney, who served as a director of Brek Energy from November 29, 2000 until
June 25, 2001, received consulting fees of US$ 10,000 per month from December
2000 through February 2001. On October 31, 2001 all directors, except Douglas
Moore, who had existing options and warrants rescinded those options and
warrants and received 75,000 fully vested options exercisable at $0.40 until
October 31, 2006. Douglas Moore rescinded his

options and warrants and received 125,000 fully vested options exercisable at
$0.40 until October 31, 2006. All Directors who had not previously been granted
options received 75,000 options exercisable at $0.40 until October 31, 2006.

Meetings of the Board and Committees

During 2001 the board held five meetings with the remaining board action
taken by unanimous consent of the directors. Each of the Audit Committee and
Compensation Committee held three meetings during 2001. During 2001, all
incumbent directors attended 75% or more of the meetings of the board and the
committees on which they served.

Summary Compensation Table

The following summary compensation table sets forth the cash compensation
earned for 2001, 2000 and 1999, by each named executive officer. Brek Energy
paid no compensation to any employee in 1997 or 1998.

- --------------------------------------------------------------------------------------------------------------------------------
Annual compensation Long term compensation

Awards Payouts

Shares of
common
Restricted stock
Name and Principal other annual stock underlying LTIP All Other
Position Year Salary Bonus compensation award(s) options Payouts Compensation(2)

Gregory Pek, CEO 2001 $218,710 $107,097 $15,484 -- 75,000 -- --
2000 238,172 -- -- -- 200,000 -- --
1999 167,742 -- -- -- 100,000 -- --
Ravi Daswani, COO (1) 2001 154,839 109,677 4,473 -- 75,000 -- --
2000 238,172 -- -- -- 200,000 -- --
1999 167,742 -- -- -- 100,000 -- --
Kenneth Telford, CFO 2001 259,994 117,419 13,005 -- 200,000 -- --

2000 Did not -- -- -- 100,000 -- --
exceed
100,000

Steve Corbin, President, 2001 202,581 45,800 1,548 -- 50,000 -- --
First Ecom Systems
Limited
2000 Did not -- -- -- 30,000 -- --
exceed
100,000

1999 Did not -- -- -- 20,000 -- --
exceed
100,000

Barry Conn, Senior Vice
President, First Ecom
Systems Limited 2001 157,419 -- 1,548 -- 25,000 -- --

2000 Did not -- -- -- 20,000 -- --
exceed
100,000
- --------------------------------------------------------------------------------------------------------------------------------

- ----------

(1) Resigned August 2001.

(2) Other annual compensation consisted of housing expense, directors fees and
employer contributions to the mandatory provident fund in Hong Kong (which
is a program similar to Social Security in the United States)

Employment Agreements

Gregory Pek.

Brek entered into an employment agreement with Gregory Pek, its President
and Chief Executive Officer, the term of which commenced in January 1999. This
agreement provided that Brek would pay Mr. Pek a monthly salary of HK $100,000
(approximately USD 12,820) plus an additional month's salary per calendar year
of service as a year-end payment. In January 2000 Mr. Pek's monthly salary was
increased to HK $150,000 (approximately USD 19,230); however, in December 2000
Mr. Pek agreed to have his monthly salary temporarily reduced to HK $100,000
(approximately USD 12,820). Brek entered into new six-month employment
agreements with Mr. Pek covering the period from March 1, 2001 to August 31,
2001. During this period, Mr. Pek's aggregate monthly salary was HK $165,000
(approximately USD 21,150) plus an additional lump-sum payment equal to four
months' salary was paid to Mr. Pek in August 2001. In August 2001 Brek entered
into new one-year employment agreements with Mr. Pek that provide for an
aggregate monthly salary of HK $165,000 (approximately USD 21,150) plus an
additional month's salary per calendar year of service as a year-end payment.
These agreements will terminate on August 31, 2002. At the request of Mr. Pek,
his agreements are not being extended past August 31, 2002. Because the
agreements are not being extended, Brek must pay a termination payment to Mr.
Pek in August 2002 equal to three months' salary. Brek believes that it will be
able to engage another Chief Executive Officer in a timely fashion, and that no
harm will come to Brek due to Mr. Pek's decision not to continue as its Chief
Executive Officer.

Ravi Daswani.

Brek entered into an employment agreement with Ravi Daswani, who served as
the Senior Vice President and Chief Operating Officer until his resignation in
August 2001, the term of which commenced in January 1999. This agreement
provided that Brek would pay Mr. Daswani a monthly salary of HK $100,000
(approximately USD 12,820) plus an additional month's salary per calendar year
of service as a year-end payment. In January 2000 Mr. Daswani's monthly salary
was increased to HK $150,000 (approximately USD 19,230); however, in December
2000 Mr. Daswani agreed to have his monthly salary temporarily reduced to HK
$100,000 (approximately USD 12,820). Brek entered into a new six-month
employment agreement with Mr. Daswani covering the period from March 1, 2001 to
August 31, 2001. Under this agreement, Mr. Daswani was paid (i) a monthly salary
of HK $150,000 (approximately USD 19,230), (ii) an additional lump-sum payment
equal to four months' salary on August 31, 2001 and (iii) a prorated portion of
one month's salary, equal to HK $100,000

(approximately USD 12,820), on August 31, 2001. At the request of Mr. Daswani,
his agreements were not renewed.

Kenneth Telford.

Brek entered into employment agreements with Kenneth Telford, its Chief
Financial Officer, the terms of which commenced in March 2001. Pursuant to these
agreements, Brek paid Mr. Telford an aggregate monthly salary of HK $165,000
(approximately USD 21,250), for the period from March 1, 2001 through September
30, 2001, issued Mr. Telford warrants to purchase 50,000 shares of Brek's common
stock at an exercise price of USD 1.25 per share and paid Mr. Telford an
additional lump-sum payment in August 2001 equal to four months' salary. The
agreements also provided for an additional month's salary per calendar year of
service as a year-end payment. In August 2001 Brek entered into new one-year
employment agreements with Mr. Telford that provide for an aggregate monthly
salary of HK $165,000 (approximately USD 21,250) plus an additional month's
salary per calendar year of service as a year-end payment. This agreement will
terminate on August 31, 2002 unless Brek chooses to extend the term of the
agreement. If Brek does not choose to extend the term of the agreement, the
agreement provides that Brek must pay a termination payment to Mr. Telford in
August 2002 equal to three months' salary.

Brek and Mr. Telford have agreed to extend his employment for one year
beginning in August 2002. Under the new arrangement with Mr. Telford, he will be
paid $27,000 per month. In addition, he will have the option of working less
than full time if he chooses, and if he receives payment from other than Brek
for time devoted to a job other than being an executive of Brek, Brek may reduce
its payments to Mr. Telford by an amount equal to 80% of the amount of such
other payments in excess of $3,000 (which reduction may not exceed $10,000)

Option Grants In Last Fiscal Year

The following table presents information concerning individual grants of
options to purchase common stock made during the fiscal year ended December 31,
2001 to each of the named executive officers.

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

Option grants in Fiscal year ended Dec. 31,2001

Individual grants
- -----------------------------------------------------------------------------------------------------------------------------------
Potential realizable value at
assumed annual rates of Stock
price appreciation for option
term
Percent of
Total options
Number of securities granted to Exercise of Value at
underlying options employees in base price Expiration grant date
Name granted (1) fiscal year ($/Sh) Market price Date 0% 5% 10%

Gregory Pek, CEO 75,000 5.9% $0.40 $0.41 31-Oct-06 750 9,246 19,523

Ravi Daswani (2) 75,000 5.9% 0.40 0.41 31-Oct-06 750 9,246 19,523

Ian Robinson 75,000 5.9% 0.40 0.41 31-Oct-06 750 9,246 19,523

Douglas Moore 125,000 9.8% 0.40 0.41 31-Oct-06 1,250 15,409 32,539

James Pratt 75,000 5.9% 0.40 0.41 31-Oct-06 750 9,246 19,523

Marc Bruner 75,000 5.9% 0.40 0.41 31-Oct-06 750 9,246 19,523

Ken Telford 200,000 15.6% 0.40 0.41 31-Oct-06 2,000 24,655 52,062

Steve Corbin 50,000 3.9% 0.40 0.41 31-Oct-06 500 6,164 13,015

Barry Conn 25,000 2.0% 0.40 0.41 31-Oct-06 250 3,082 6,508
- -----------------------------------------------------------------------------------------------------------------------------------

- ----------

(1) All of the options granted are fully vested and exercisable until October
31, 2006

(2) Resigned August 2001.

Aggregated Option Exercises In Last Fiscal Year and Fiscal Year End
Option Values

The following table sets forth the value of unexercised options to
purchase common stock for each named executive officer on December 31, 2001. No
options were exercised by the named executive officers during 2001.

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

Number of securities underlying Value of Unexercised In-The-
unexercised options at fiscal Money options at fiscal year end
Shares year end (#) (1) ($)
acquired on value ------------------------------- --------------------------------
Name exercise (#) realized ($) Exercisable Unexercisable Exercisable Unexercisable

Gregory Pek, CEO 0 0 75,000 0 $0 0
Ravi Daswani (2) 0 0 75,000 0 0 0
Ian Robinson 0 0 75,000 0 0 0
Douglas Moore 0 0 125,000 0 0 0
James Pratt 0 0 75,000 0 0 0
Marc Bruner 0 0 75,000 0 0 0
Ken Telford 0 0 200,000 0 0 0
Steve Corbin 0 0 50,000 0 0 0
Barry Conn 0 0 25,000 0 0 0
- -----------------------------------------------------------------------------------------------------------------------

- ----------

(1) Based on a December 31, 2001 closing price of US$0.40 per share.

(2) Resigned August 2001.

Report of Audit Committee

The Audit Committee reviewed and discussed Brek Energy's audited financial
statements as of and for the year ended December 31, 2001 with management, and
discussed with Brek Energy's independent auditors at that time the matters
required to be discussed by SAS 61. The Audit Committee also received the
written disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 and discussed with them their
independence. Based upon the foregoing, the Audit Committee recommended to the
board of directors that the audited financial statements be included in Brek
Energy's 2001 Annual Report on Form 10-K.

The Audit Committee

Ian Robinson
Douglas Moore
James Pratt

Compensation Committee Report on Executive Compensation

Brek Energy offers compensation packages designed to attract and retain
outstanding employees and to encourage and reward the achievement of corporate
goals. Through broad-based employee ownership of Brek Energy's common stock,
Brek Energy seeks to align employee financial interests with long-term
stockholder value.

Executive officers receive total compensation packages in line with their
responsibilities and expertise. Brek Energy believes that the majority of an
executive's compensation should be closely tied to overall performance of Brek
Energy. Accordingly, base salaries for executive officers in most cases are
relatively competitive, but are accompanied by significant stock option grants.

Base Salaries.

Salaries for Brek Energy's executive officers are based on the executive's
contribution to Brek Energy's performance, level of responsibility, experience
and breadth of knowledge. Base salaries for executive officers generally are
designed to be competitive with those paid by competitors in the electronic
commerce and internet industries. These base salaries are combined with stock
option grants, so that a good portion of the executive's pay is tied to Brek
Energy performance. Brek Energy did not utilize salary surveys for executive
officers in 2001.

Stock-Based Compensation.

Brek Energy seeks to align the long-term interests of its executive
officers with those of its stockholders. As a result, each executive officer
receives a significant stock option grant when he or she joins Brek Energy or is
promoted to executive officer. Grant sizes are determined based on various
subjective factors, primarily related to the individual's anticipated

contributions to Brek Energy's success. Brek Energy intends to grant additional
stock options to executive officers from time-to-time based on performance and
potential.

Replacement Option Grants

On October 31, 2001, the named executive officers set forth below rescinded
options and warrants to purchase Brek Energy common stock, and Brek Energy
reissued a like number of new options having five-year terms and exercise prices
equal to the then-fair value of the stock (which were lower than the exercise
prices of the options and warrants rescinded). The Compensation Committee felt
replacing the options for the named executive officers set forth in the table
below with options having a lower exercise price was warranted to provide the
desirable long-term incentive to such named executive officers and to align
their interests with those of the stockholders.

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

Length (months) of
Number of Exercise price of option/warrant term
options/warrants options/warrants remaining at Date of
rescinded rescinded Replacement
--------------------- ------------------- --------------------
Number New
of new exercise
Name options price Options Warrants Options Warrants Options Warrants

Gregory Pek, CEO 75,000 0.40 150,000 -- 5.05 -- 46 --
50,000 -- 7.65 -- 32 --
Ravi Daswani(1) 75,000 0.40 150,000 -- 5.05 -- 46 --
50,000 -- 7.65 -- 32 --
Ian Robinson 75,000 0.40 50,000 50,000 5.05 1.25 46 53
Douglas Moore 125,000 0.40 100,000 30,000 5.05 1.25 46 53
James Pratt 75,000 0.40 50,000 30,000 5.05 1.25 46 53
Ken Telford 200,000 0.40 100,000 50,000 5.05 1.25 46 53
Steve Corbin 50,000 0.40 20,000 50,000 5.05 1.25 46 53
10,000 7.65 32
Barry Conn 25,000 0.40 20,000 25,000 5.05 1.25 46 53
- --------------------------------------------------------------------------------------------------------------------

- ----------

(1) Resigned August 2001.

Chief Executive Officer Compensation.

Mr. Pek received US$ 341,291 in cash compensation from Brek Energy during
2001. Mr. Pek's compensation was competitive with what may have been paid to an
individual with similar responsibilities in a similar industry.

Ongoing Review.

The Compensation Committee will evaluate Brek Energy's compensation
policies on an ongoing basis to determine whether they enable Brek Energy to
attract, retain and motivate key

personnel. To meet these objectives, Brek Energy may from time to time increase
salaries, award additional stock options or provide other short- and long-term
incentive compensation to executive officers.

Section 162(m).

Compensation payments in excess of US$ 1 million to the Chief Executive
Officer or the other four most highly compensated executive officers are subject
to a limitation on deductibility for Brek Energy under Section 162(m) of the
Internal Revenue Code of 1986. Certain performance-based compensation is not
subject to the limitation on deductibility. The Compensation Committee does not
expect cash compensation in 2002 to its Chief Executive Officer or any other
executive officer to be in excess of US$ 1 million. Brek Energy intends to
maintain qualification of its 2001 and 1999 Stock Option Plans for the
performance-based exception to the US$ 1 million limitation on deductibility of
compensation payments.

The Compensation Committee

Ian Robinson
Douglas Moore
James Pratt

Stock Performance Graph

The following graph provides a comparison of the performance of Brek Energy's
common stock for the 2001 year, against the performance of the Technology and
NASDAQ indices during the same period. The Stock Performance Graph shall not be
deemed incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except to the extent that First Ecom.com
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

[LINE GRAPH OMITTED]

PROPOSAL #2 - RATIFICATION OF APPOINTMENT OF AUDITORS

The board of directors of Brek Energy has selected the firm of Deloitte
Touche Tohmatsu to serve as its independent auditors for the year ended December
31, 2002. While the ratification of the selection of Deloitte Touche Tohmatsu as
Brek Energy's independent public accountants is not required to be submitted for
stockholder approval, the board has elected, as a matter of policy, to seek
ratification of its selection by the affirmative vote of at least 10% of the
shares represented and voting at the meeting. If the stockholders fail to ratify
the selection of Deloitte Touche Tohmatsu, the board will reconsider the matter.

Notwithstanding the ratification by the stockholders of the appointment of
Deloitte Touche Tohmatsu, the board of directors may, if the circumstances
dictate, appoint other independent accountants.

The board of directors unanimously recommends that the stockholders vote
for the ratification of Deloitte Touche Tohmatsu to serve as Brek Energy's
independent auditors for the fiscal year ending December 31, 2002.

Representatives of Deloitte Touche Tohmatsu will attend the annual
meeting, will have the opportunity to make a statement should they wish to do so
and will be available to respond to appropriate questions.

Deloitte Touche Tohmatsu was confirmed as Brek Energy's independent
accountants by the shareholders at the 2001 annual meeting held January 29,
2002. Deloitte Touch Tohmatsu expressed an unqualified opinion on Brek Energy's
financial statements for the year ended December 31, 2001 and for the period
from September 16,1998 (date of inception) to December 31, 2001 on March 11,
2002.

Audit Fees

The aggregate fees paid to Deloitte Touche Tohmatsu for professional
services rendered for the audit of our annual financial statements for the
fiscal year ended December 31, 2001, and for the reviews of the financial
statements included in our quarterly reports on Form 10-Q for that fiscal year,
were US$ 80,000.

Financial Information System Design and Implementation Fees

We did not pay any fees to Deloitte Touche Tohmatsu for financial
information systems design and implementaion services for the fiscal year ended
December 31, 2001.

All Other Fees

In 2001, in addition to the fees for the audit services described under the
caption "Audit Fees" above, we paid Deloitte Touche Tohmatsu US$19,500 for
reviewing certain SEC filings and

advising us regarding our accounting for certain transactions and US$ 21,800 for
corporate income tax services. We also paid Deloitte & Touche, an affiliate of
Deloitte Touche Tohmatsu, US$9,500 for performing a due diligence review of
Gasco before we invested in it and $26,000 for performing a due diligence review
of another company we considered acquiring (but did not) called Viapay Limited.

PROPOSAL #3
AMEND ARTICLES OF INCORPORATION TO AUTHORIZE ADDITIONAL
SHARES OF COMMON STOCK

Brek Energy's Articles of Incorporation currently authorize the issuance
of up to 300,000,000 shares of common stock. The board of directors has
approved, subject to approval by Brek Energy's stockholders, an amendment to the
Articles of Incorporation to increase the authorized number of shares of common
stock to 500,000,000. The purpose of the proposed increase is to make additional
shares of common stock available for issuance from time to time as and when the
board of directors deems it advisable as well as shares to be issued under the
Shareholders' Rights issued on March 20, 2002. The proposed increase is
reflected in Article Three of the form of Amended and Restated Articles of
Incorporation which is annexed to this proxy statement as Annex A.

The additional shares of common stock, if so authorized, could be issued
at the discretion of the board of directors without any further action by the
stockholders, except as required by applicable law or regulation, in connection
with acquisitions, future financings and other corporate purposes. The
additional shares of common stock could also be used to permit a stock split or
a stock dividend, or to render more difficult or prevent a merger, tender offer,
proxy contest or other change in control of Brek Energy. Such shares will only
be issued upon a determination by the Board of Directors that a proposed
issuance is in the best interests of Brek Energy and its stockholders.

Brek Energy's common shares do not have preemptive rights. No change in
total stockholder equity would result from the proposed increase of the number
of authorized shares of common stock; however, any future issuance of such
additional shares of common stock could, depending on the circumstances, reduce
total stockholder equity, have a dilutive effect on earnings per share, reduce
the voting power of currently issued and outstanding shares of common stock, and
have other similar dilutive effects on the currently issued and outstanding
shares of common stock.

The board of directors unanimously recommends that the stockholders vote
to approve the amendment to the Articles of Incorporation to increase the number
of authorized shares of common stock from 300,000,000 to 500,000,000.

PROPOSAL #4
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO
AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK

Brek Energy's Articles of Incorporation currently authorizes only one
class of capital stock - shares of Brek Energy common stock. The board of
directors has approved, subject to approval by Brek Energy's stockholders, an
amendment to the Articles of Incorporation to create a class of preferred stock
initially consisting of 50,000,000 shares, which shares may be designated and
issued in one or more series with rights, preferences and privileges determined
by the board of directors. Such proposed class of preferred stock is reflected
in Article Three of the form of Amended and Restated Articles of Incorporation
which is annexed to this proxy statement as Annex A.

We cannot state or estimate at the present time the terms of the preferred
stock we propose be authorized because the Brek Energy board does not
contemplate any offering of such preferred stock in the near future, although
the board will not seek further authorization by the stockholders in the event
there is any issuance of such preferred stock by the board.

The terms of the preferred stock to be authorized, including dividend
rates, conversion rights, voting rights, redemption prices, maturity dates,
designations, preferences, limitations, restrictions and other similar matters
will be determined by the board at a later date, without the vote or approval of
the stockholders. Any future issuance of the preferred stock to be authorized
could, depending on the circumstances, reduce total stockholder equity, have a
dilutive effect on earnings per share, reduce the voting power of currently
issued and outstanding shares of Brek Energy common stock, and have other
similar dilutive effects on the currently issued and outstanding shares of
common stock. Such preferred stock will only be issued upon a determination by
the board that a proposed issuance is in the best interests of Brek Energy and
its stockholders.

The purpose of authorizing the shares of preferred stock is to make an
additional class of shares apart from the shares of common stock available for
issuance should the board ever deem such an issuance to be advisable. The board
believes that the availability of authorized but unissued shares of preferred
stock can be of considerable value by providing an alternative form of
consideration in connection with the raising of capital or the acquisition of
other businesses through the issuance of securities by Brek Energy, the terms
and characteristics of which can be determined by the board at the time of the
actual issuance based on market conditions and to meet other circumstances
existing at such time.

The shares of preferred stock to be authorized could also be used to
implement a stockholder rights plan, or issued in order to defeat a hostile
takeover attempt. Any such stockholder rights plan would likely contain
provisions that would allow Brek Energy's stockholders (other than an acquiring
person who has not been approved by the Brek Energy board) to obtain either Brek
Energy shares or shares of the acquiring person at a substantial discount from
the market price of such shares. In addition, if Brek Energy were to become the
target of a hostile takeover attempt, Brek Energy could try to prevent the
takeover by issuing shares of preferred stock, the effect of which would be to
reduce the voting power of the then issued and outstanding shares of common
stock and increase the cost of the takeover. The adoption of a stockholder
rights plan or the issuance of shares of preferred stock could make it

more difficult for any person to obtain control of Brek Energy through a merger,
tender offer, proxy contest or other means, which could potentially inhibit
stockholders from realizing a higher share price for their stock than that which
would be available in the public markets. However, the board believes that such
measures would have the effect of (i) deterring those transactions in Brek
Energy's common stock that could lead to a "creeping" takeover of Brek Energy
without the payment of a control premium, (ii) encouraging prospective acquirors
to negotiate with the board and (iii) maximizing stockholder value in the event
of a sale of Brek Energy. The board has no knowledge of any current, threatened
or contemplated attempt to take over the control of Brek Energy.

The board of directors unanimously recommends that the stockholders vote to
approve the amendment to the Articles of Incorporation to authorize the issuance
of 50,000,000 shares of preferred stock in one or more series.

OTHER MATTERS

The board of directors knows of no business other than the matters set
forth in this proxy statement which will be presented at the meeting. Inasmuch
as matters not known at this time may come before the meeting, the enclosed
proxy confers discretionary authority with respect to such matters as may
properly come before the meeting and it is the intention of the persons named in
the proxy to vote in accordance with their judgment on such matters.

STOCKHOLDER PROPOSALS FOR NEXT YEAR

Any stockholder proposal for the annual meeting to be held in 2003 must be
sent to the Secretary at Brek Energy's principal executive office. The deadline
for receipt of a proposal to be considered for inclusion in the proxy statement
is December 31, 2002.

DISSENTERS' RIGHTS

Stockholders of Brek Energy will have no dissenters' or appraisal rights
with respect to any of the proposals to be voted upon at the annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our
directors, executive officers and greater-than-ten-percent beneficial owners
file reports of their ownership and changes in ownership of Brek Energy stock on
Forms 3, 4 and 5 with the Securities and Exchange Commission. To our knowledge,
based solely on a review of copies of reports furnished to us and certain
written representations, during the fiscal year ended December 31, 2001 all
Section 16(a) filing requirements applicable to our directors, executive
officers and greater-than-ten-percent beneficial owners were complied with.

ADDITIONAL INFORMATION

All information contained in this proxy statement relating to the
occupations, affiliations and securities holdings of directors and officers of
Brek Energy and their relationship and transactions with Brek Energy is based
upon information received from the individual directors and officers. All
information relating to any beneficial owner of more than five percent of Brek
Energy's common stock is based upon information contained in reports filed by
such owner with the Securities and Exchange Commission.

INCORPORATION BY REFERENCE

The annual report of Brek Energy on Form 10-K for the year ended December
31, 2001, as amended, which includes financial statements and accompanies this
proxy statement, is being mailed to stockholders together with this proxy
statement, and is hereby incorporated in this proxy statement by reference.

A copy of the exhibits to the annual reports will be furnished to any
stockholder upon written request and payment of a nominal fee.

Brek Energy Corporation Proxy

solicited by the board of directors for the annual
meeting of stockholders to be held September __, 2002

The undersigned hereby constitutes, appoints, and authorizes Gregory Pek
and Ian Robinson, and each of them acting individually, as the true and lawful
attorney and proxy of the undersigned, with full power of substitution and
appointment, for and in the name, place and stead of the undersigned to act for
and vote as designated below, all of the undersigned's shares of the common
stock of Brek Energy Corporation, a Nevada corporation, at the annual meeting of
the stockholders to be held September __, 2002, at Pacific Place Conference
Centre, Fuji Room, 88 Queensway, Hong Kong, SAR at 10:00 a.m. Hong Kong time,
and at any and all adjournments thereof, with respect to the matters set forth
below and described in the Notice of Annual Meeting dated August __, 2002,
receipt of which is hereby acknowledged.

1. Election of Directors For All Withold from all
|_| |_|

For all nominees except:

2. Ratification of Independent Auditors For Against Abstain
|_| |_| |_|

3. Increase Authorized Common Stock For Against Abstain
|_| |_| |_|

4. Authorize Preferred Stock For Against Abstain
|_| |_| |_|

The proxy is authorized to vote upon any other business as may properly
come before the annual meeting or any adjournment thereof.

The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorney and
proxy may lawfully do by virtue hereof.

This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder(s). If no direction is made, this proxy will be
voted "for" proposals 1, 2, 3 and 4. This proxy confers discretionary authority
in respect of matters not known or determined at the time of the mailing of the
notice of the annual meeting of stockholders to the undersigned.

DATED: ______________________, 2002 NUMBER OF SHARES _________

Signature(s) of Stockholder(s)
================================================================================

Signature(s) of Stockholder(s)

Signature(s) should agree with the name(s) shown hereon. Executors,
administrators, trustees, guardians and attorneys should indicate their capacity
when signing. Attorneys should submit powers of attorney. When shares are held
by joint-tenants, both should sign. 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.

This proxy is solicited on behalf of the board of directors
of Brek Energy Corporation

Please sign and return this proxy
using the enclosed pre-paid envelope.

The giving of a proxy will not affect your
right to vote in person if you attend the meeting.

ANNEX A

FORM OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION

BREK ENERGY CORPORATION

The undersigned hereby adopts the following Restated Articles of
Incorporation:

ARTICLE ONE [NAME].

The name of the corporation is: BREK ENERGY COPORATION

ARTICLE TWO [PURPOSES].

The purposes for which the corporation is organized are to engage in any
activity or business not in conflict with the laws of the State of Nevada or of
the United States of America, and without limiting the generality of the
foregoing, specifically:

(B) [OMNIBUS]. To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations organized
pursuant to the laws under which the corporation is organized and any and all
acts amendatory thereof and supplemental thereto.

(C) [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry on
its business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such state,
territory, or foreign country, and to have and maintain in any state, territory,
or foreign country a business office, plant, store or other facility.

(D) [PURPOSES TO BE CONSTRUED AS POWERS]. The purpose specified
herein shall be construed both as purposes and powers and shall be in no way
limited or restricted by reference to, or inference from, the terms of any other
clause in this or any other article, but the purposes and powers specified in
each of the clauses herein shall be regarded as independent purposes and powers,
and the enumeration of specific purposes and powers shall not be construed to
limit or restrict in any manner the meaning of general terms or the general
powers of the corporation; nor shall the expression of one thing be deemed to
exclude another, although it be of like nature not expressed.

A-1

ARTICLE THREE [CAPITAL STOCK].

The corporation shall have authority to issue an aggregate of FIVE Hundred
Million (500,000,000) shares of common stock, PAR VALUE ONE MILL ($0.001) per
share (the "Common Stock"), and FIFTY Million (50,000,000) shares of preferred
stock (the "Preferred Stock", and together with the Common Stock, the "Capital
Stock")). Authority is hereby vested in the board of directors to prescribe the
classes, series and the number of each class or series of stock and the voting
powers, designations, preferences, limitations and restrictions and relative
rights of each class or series of stock. The board shall establish all such
designations by resolution and shall file a certificate of designation with the
Nevada secretary of state setting forth the resolution before the issuance of
any shares of the class or series.

The holders of shares of Capital Stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.

The corporation's Capital Stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors, provided that
the consideration so fixed is not less than par value.

The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.

ARTICLE FOUR [DIRECTORS].

The affairs of the corporation shall be governed by a Board of Directors
of no more than eight (8) nor less than one (1) person.

ARTICLE FIVE [ASSESSMENT OF STOCK]

The capital stock of the corporation, after the amount of the subscription
price or par value has been paid in, shall not be subject to pay debts of the
corporation, and no paid up stock and no stock issued as fully paid up shall
ever be assessable or assessed.

ARTICLE SIX [PERIOD OF EXISTENCE].

The period of existence of the corporation shall be perpetual.

A-2

ARTICLE SEVEN [BY-LAWS].

The initial By-laws of the corporation shall be adopted by its Board of
Directors. The power to alter, amend, or repeal the By-laws, or to adopt new
By-laws, shall be vested in the Board of Directors, except as otherwise may be
specifically provided in the By-laws.

ARTICLE EIGHT [STOCKHOLDERS' MEETINGS].

Meetings of stockholders shall be held at such place within or without the
State of Nevada as may be provided by the By-laws of the corporation. Special
meetings of the stockholders may be called by the President or any other
executive officer of the corporation, the Board of Directors, or any member
thereof, or by the record holder or holders of at least ten percent (10%) of all
shares entitled to vote at the meeting. Any action otherwise required to be
taken at a meeting of the stockholders, except election of directors, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by stockholders having at least a majority of the voting
power.

ARTICLE NINE [CONTRACTS OF CORPORATION].

No contract or other transaction between the corporation and any other
corporation, whether or not a majority of the shares of the capital stock of
such other corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact that any of
the directors of this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any director of this
corporation, individually, or any firm of which such director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in any contract
or transaction of the corporation; provided, however, that the fact that he or
such firm is so interested shall be disclosed or shall have been known to the
Board of Directors of this corporation, or a majority thereof; and any director
of this corporation who is also a director or officer of such other corporation,
or who is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors of this corporation that shall
authorize such contract or transaction, and may vote thereat to authorize such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so interested.

ARTICLE TEN [LIABILITY OF DIRECTORS AND OFFICERS].

No director or officer shall have any personal liability to the
corporation or its stockholders for damages for breach of fiduciary duty as a
director or officer, except that this Article Ten shall not eliminate or limit
the liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of the Nevada Revised Statutes.

A-3

IN WITNESS WHEREOF, the undersigned, has executed these Amended and
Restated Articles of Incorporation this __ day of _________, 2002.

================================================================================

Name:
Title:

A-4