SCHEDULE 14 C INFORMATION
Information Statement Pursuant to Section 14(c)of the Securities and Exchange
Act of 1934

Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5
(d)(2))
[X] Definitive Information Statement

LEXON TECHNOLOGIES, INC.
- --------------------------------------------
(Name of Registrant as Specified in Charter)

LEXON TECHNOLOGIES, INC.
- ----------------------------------------------------
(Name of Person(s) Filing the Information Statement)

Payment of Filing Fee (Check the appropriate box):
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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previously. Identify the previous filing by registration statement number of
the Form or Schedule and the date of its filing.

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LEXON TECHNOLOGIES, INC.

NOTICE OF ACTION BY MAJORITY CONSENT OF SHAREHOLDERS
AND
ANNOUNCEMENT OF SHAREHOLDERS' MEETING

TO THE SHAREHOLDERS OF LEXON TECHNOLOGIES, INC.:

This information statement is being furnished to our stockholders in
connection with our prior receipt of approval by written consent of the
holders of a majority of our common stock to authorize a class of preferred
stock and to elect directors. Pursuant to the above, we will:

(1) Authorize a class of 10,000,000 shares of preferred stock with rights
and privileges to be designated by the board of directors; and

(2) Elect J. Jehy Lah, Kenneth J. Eaken, and, Kyu Hong Hwang to our board
of directors.

We are also announcing a shareholders' meeting to be held Tuesday, May
20, 2003, 9:00am PST, at the Dry Creek Room, Sutton Place Hotel, 4500
MacArthur Blvd., Newport Beach, CA 92660.

THIS INFORMATION STATEMENT IS FIRST BEING MAILED TO STOCKHOLDERS ON OR
ABOUT APRIL 25, 2003. UNDER APPLICABLE FEDERAL SECURITIES LAWS, THE
AUTHORIZATION OF A PREFERRED CLASS OF STOCK AND ELECTION OF DIRECTORS CANNOT
BE MADE EFFECTIVE UNTIL AT LEAST 20 DAYS AFTER THIS INFORMATION STATEMENT IS
SENT OR GIVEN TO OUR STOCKHOLDERS.

ACTION BY WRITTEN CONSENT, RECORD DATE, OUTSTANDING SHARES AND REQUIRED VOTE

Pursuant to Section 228 of the Delaware General Corporation Law, any
action that may be taken at any meeting of our stockholders may also be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares 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 (here, a majority of the
outstanding shares of our common stock) and delivered to us.

Our Board of Directors fixed the close of business on the April 10, 2003
as the record date for the determination of holders of common stock entitled
to vote on the authorization of a class of preferred shares and the election
of directors by written stockholder consent. As of the record date, we had
19,788,778 shares of common stock outstanding. Each outstanding share of
common stock is entitled to one vote per share. The affirmative vote of a
majority of the outstanding shares of common stock was required to approve the
authorization of the class of preferred stock and elect the slate of
directors. By written consent in lieu of a meeting, the holders of a majority
of the outstanding shares of common stock approved the each of the above
actions.

BY ORDER OF THE BOARD OF DIRECTORS
/S/Kenneth J. Eaken, President
April 25, 2003
Dallas, Texas

LEXON TECHNOLOGIES, INC.

INFORMATION STATEMENT

TO THE SHAREHOLDERS OF LEXON TECHNOLOGIES, INC.:

(1) Authorize a class of 10,000,000 shares of preferred stock with rights
and privileges to be designated by the board of directors; and

(2) Elect J. Jehy Lah, Kenneth J. Eaken, and, Kyu Hong Hwang to our board
of directors.

We are also using this opportunity to announce a shareholders' meeting to
be held Tuesday, May 20, 2003, 9:00am PST, at the Dry Creek Room, Sutton Place
Hotel, 4500 MacArthur Blvd., Newport Beach, CA 92660.

ACTION BY WRITTEN CONSENT, RECORD DATE, OUTSTANDING SHARES AND REQUIRED VOTE

Our Board of Directors fixed the close of business on April 10, 2003 as
the record date for the determination of holders of common stock entitled to
vote on the implementation of the Agreement and Plan of Merger by written
stockholder consent. As of the record date, we had 19,788,778 shares of
common stock outstanding. Each outstanding share of common stock is entitled
to one vote per share. The affirmative vote of a majority of the outstanding
shares of common stock was required to approve the above actions. the holders
of a majority of the outstanding shares of common stock approved the each of
the above actions.

MANAGEMENT IS NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY. THIS INFORMATION STATEMENT IS BEING MAILED ON OR ABOUT APRIL 25, 2003
TO ALL SHAREHOLDERS OF RECORD AS OF APRIL 10, 2003.

1. AUTHORIZATION OF A CLASS OF PREFERRED SHARES
- -----------------------------------------------
In May 2002, we acquired all of the issued and outstanding stock of
Phacon Corporation, a privately-held California corporation pursuant to a
Merger Agreement. Following the merger, we intended to engage in the business
of commercializing a proprietary device and proprietary software package that
reduces the amount of electricity required to power various indoor lighting
devices in commercial buildings, factories, and office structures, as well as
outdoor street and parking lot lighting. However, market conditions and
competition in the area of electrical devices has caused the board and
management of the company to consider alternative business strategies and to
actively seek potential business acquisitions or opportunities to enter in an
effort to commence business operations outside the electrical products area.

The selection of a business opportunity in which to participate is
complex and risky. Additionally, as we have only limited resources, it may be
difficult to find good opportunities. However, the board believes that the
addition of a class of preferred shares to our authorized capitalization would
give the company greater flexibility in structuring a business combination and
perhaps enable us to reach an agreement, although no opportunity specifically
requiring the issuance of preferred shares has yet been identified.

Accordingly, the board and a majority of our shareholders have agreed to
amend our authorized capitalization to include a class of 10,000,000 preferred
shares. Shares of this preferred class may be issued, without shareholder
action, from time to time in one or more series as may be determined by the
board of directors. The board of directors is expressly granted authority,
without shareholder action, and within the limits set forth in the Delaware
Code, to:

(a) designate in whole or in part, the powers, preferences, limitations, and
relative rights, of the class of shares before the issuance of any shares of
that class;

(b) create one or more series within the class of shares, fix the number of
shares of each such series, and designate, in whole or part, the powers,
preferences, limitations, and relative rights of the series, all before the
issuance of any shares of that series;

(c) alter or revoke the powers, preferences, limitations, and relative rights
granted to or imposed upon any wholly unissued class of the shares or any
wholly unissued series of the class of shares; or

(d) increase or decrease the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors,
either before or after the issuance of shares of the series; provided that,
the number may not be decreased below the number of shares of the series then
outstanding, or increased above the total number of authorized shares of the
class of shares available for designation as a part of the series.

The board has not determined what rights and privileges it might
designate for the preferred shares, or whether there will be one or more
series of preferred shares with different rights and privileges. The board
has no present intention or agreement to issue any preferred shares. However,
in the event that an opportunity presents itself that requires the issuance of
preferred shares, the board may make such designations without consulting
shareholders, and may issue preferred shares that will have a dilutive effect
on current common stockholders.

Recommendation of our Board of Directors and Management
- -------------------------------------------------------
OUR BOARD OF DIRECTORS AND MANAGEMENT WERE UNANIMOUS IN RECOMMENDING THE
AUTHORIZATION OF A CLASS OF PREFERRED SHARES.

Written Consent of Majority Required
- ------------------------------------
The written consent of a majority of the issued and outstanding shares of
Common Stock on April 10, 2003 was required to approve the authorization of a
class of preferred shares. Members of management and other principal
shareholders holding or controlling the vote of in excess of fifty percent
(50%) of the issued and outstanding stock entitled to vote on this matter have
given their written consent and the change of capitalization will accordingly
become effective 20 days after this Notice and Information Statement is mailed
to our stockholders.

The required Amended Certificate of Incorporation of Lexon Technologies,
Inc. will be filed with the State of Delaware following the effective date.
The text of the Amended Certificate is available upon written request from any
person who sets forth a good faith representation that he or she is a
beneficial owner of our common stock. Requests should be sent to Lexon
Technologies, Inc., 2691 Richter Avenue, #124, Irvine, California 92606.

2. ELECTION OF DIRECTORS
- ------------------------
The names and ages of our current executive officers and directors and
the positions held by each of them are set forth below:

Name Age Position Dates Served
---- --- -------- ------------
J. Jehy Lah 56 Chairman of the board 7/01 to present*
Kenneth J. Eaken 49 CEO, President, director 6/02 to present*
Kyu Hong Hwang 57 Director 7/01 to present*

Each of the above directors has been elected by a majority of the
outstanding shares pursuant to written consent. Mr. Eaken was an officer and
director of Lexon prior to its merger with Phacon. The listed date for his
service represents the post-merger entity. Mr. Lah and Mr. Hwang have been
directors since the inception of Phacon and continued in that capacity
following the merger.

All of our directors will hold office until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified. The
term of office for each Officer is one year and until a successor is elected
and is qualified, subject to removal by the Board of Directors. We will
reimburse Directors for their expenses associated with attending Directors'
meetings. However, Directors have not, nor is it anticipated they will,
receive any additional compensation for attending Directors' meetings.

Biographical Information
- ------------------------
Set forth below is certain biographical information for each of our
Officers and Directors.

J. Jehy Lah, age 56, is the founder of Phacon Corporation and was
elected Chairman and Chief Executive Officer in July, 2001, upon incorporation
of the company (2001-present). Mr. Lah has been in the import/export business
for 29 years and served various companies in various capacities, including
Vice Chairman of NCR Korea, a joint venture between NCR Corporation (NYSE:NCR)
and Dongah Computers Corporation (1989-1992), Chairman and CEO of Dongah Group
of Companies (1990-1992), and Chairman and CEO of Novabrite, LLC (1999-
present). Mr. Lah joined Dongah Group of Companies in 1974, and was elected a
Board member in 1980 and Vice Chairman in 1989, while managing Dongah's
international operations from his California office (1974-1992). He also
founded East-West Trading Company, an import/export company, in 1974, and has
been President and CEO ever since (1974-present). He began his professional
career in 1973 with Korea Trade Promotion Corporation (KOTRA), after serving
in the Army for 3 years as the interpreter for Commanding Generals (1970-
1973). Mr. Lah completed pre-medicine at University of Iowa in 1970, studied
marketing and management at University of Maryland in 1973, and attended an
Executive Program at the School of Business Administration, University of
Southern California in 1986.

Kenneth J. Eaken, age 49, was appointed as our President in February
2000, and was appointed as Chairman and Chief Executive Officer in September
2000. Mr. Eaken has served as our Senior Vice President of Business
Development since joining the company in 1999. Prior to his association with
the company, Mr. Eaken served as President and Chief Executive Officer of
MapLinx Corporation (1991-1998), a marketing leader in retail desktop mapping
software that is a subsidiary of a public PC based computer Software Company.
Previously, Mr. Eaken's various executive management positions include his
position as Vice President of Marketing for Sweda Group, Inc. (1987-1991), an
international corporation, and Marketing Services Manager-International for
the Official Airline Guides (OAG)(1978-1987), owned by Dun and Bradstreet,
Inc., and AMR/American Airlines. Mr. Eaken received his Bachelor of Science
degree in Marketing from Milton College (University of Wisconsin, 1973).

Kyu Hong Hwang, age 57, is a successful private investor currently
engaged in the ownership of Hongha restaurant in Seoul . As a private investor
and entrepreneur Mr. Hwang owned Choyung Industrial Corporation representing
Polaroid and Alcon in Korea. Mr. Hwang started his business career with Daewoo
in the office of planning and coordination. Prior to his military service form
1969-1972, Mr. Hwang received a Law degree from Yunsei University in 1968.

Written Consent of Majority Required
- ------------------------------------
The written consent of a majority of the issued and outstanding shares of
Common Stock on April 10, 2003 was required to elect the slate of directors.
Members of management and other principal shareholders holding or controlling
the vote of in excess of fifty percent (50%) of the issued and outstanding
stock entitled to vote on this matter have given their written consent and the
election of directors will accordingly become effective 20 days after this
Notice and Information Statement is mailed to our stockholders.

6
EXECUTIVE COMPENSATION

The following table sets forth certain summary information concerning the
compensation paid or accrued to our chief executive officer and each of its
other executive officers that received compensation in excess of $100,000
during such periods (as determined at December 31, 2002, the end of our last
completed fiscal year for which this report is being filed):

Long Term Compensation
----------------------

Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ ------- ------ ----------

J. Jehy Lah 2002 $ 80,000* -0- -0- -0- -0- -0- -0-
Chairman 2001 $ 15,000 -0- -0- -0- -0- -0- -0-

Ken Eaken 2002 $ 62,500** -0- -0- -0- -0- -0- -0-
C.E.O. 2001 $ -0- -0- -0- -0- -0- -0- -0-

* $67,500 is being accrued.
** All salary compensation is being accrued.

Bonuses and Deferred Compensation
- ---------------------------------
Accrued compensation in the table above reflects salary accrued but not paid.

Employment Agreements
- ---------------------
Ken Eaken signed an employment contract with Lexon in February 2000 which was
amended September 2000 upon his appointment as Chief Executive Officer. The
contract was for a term of three years, automatically renewing for additional
one year terms subject to thirty days notice of termination. On completion of
the merger with Phacon, Mr. Eaken was the only officer who continued as an
employee of the company. At this filing date, Mr. Eaken's employment
agreement is the only written employment agreement in place, calling for
annual compensation of $125,000, and expiring in April 19, 2003. Mr. Eaken's
salary is accruing but has not been paid.

Since July 1, 2002, J. Jehy Lah has been accruing salary at an annual rate of
$135,000 per year, and a former director, Ben Hwang, has been accruing salary
at an annual rate of $85,000 per year, pursuant to a resolution of the board
of directors. These salary accruals will not be paid until such time as the
company has funds available for that purpose.

Compensation Pursuant to Plans
- ------------------------------
None.

Pension Table
- -------------
Not Applicable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of April 10, 2003 the name and address and
the number of shares of our Common Stock, par value $0.001 per share, held of
record or beneficially by each person who held of record, or was known by us
to own beneficially, more than 5% of the 19,788,778 shares of our Common Stock
issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group. Beneficial ownership numbers and
calculation of % of class assume the exercise of any outstanding options and
warrants and the concomitant increase in the number of outstanding shares.

Security Ownership of Certain Beneficial Owners
- -----------------------------------------------
Title of Class Name and Address Number of Shares % of Class
- -------------- ---------------- ---------------- ----------
Common Stock J. Jehy Lah 3,232,000(1) 16.53
2691 Richter Avenue, #124
Irvine, California 92606

Common Stock Joshua Kim 1,000,000 5.12
611 Hosugreen-Officetel
Gyeonggi-Do, Korea

Common Stock Hieronim Teresinski 1,500,000 7.67
9 Saddletree Drive
N. York, Ontaria, Canada

Common Stock Kenneth J. Eaken 2,576,260(2) 13.18
12131 Drujon Ln
Dallas, TX 75244

Common Stock Ben Hwang 2,366,250(3) 12.10
P.O. Box 17869
Irvine, CA 92623

Common Stock Kyu Hong Hwang 2,560,000 13.10
701 Kwanghwamoon, #145
Jongru-Ku, Seoul, Korea

Securities Ownership of Management
- ----------------------------------
Common Stock J. Jehy Lah, Chairman -see above-

Common Stock Kyu Hong Hwang, director -see above-

Common Stock Kenneth J. Eaken, director, -see above-
President and C.E.O.
--------- -----
Common Stock Officers and Directors
As a Group (3 persons) 8,368,260 42.81
========= =====
- -----------------------------------------
footnotes appear on page following

(1) Mr. Lah is the manager and controlling member of JSL Group, LLC, an entity
which holds 2,500,000 shares. JSL also holds a 50% interest in PAC21C, LLC,
an entity which holds 1,465,000 shares. Mr. Lah is also the manager of PAC21,
LLC.

(2) Mr. Eaken number includes shares representing his 25% membership interest
in PAC21C, LLC, an entity which holds 1,465,000 shares.

(3) Mr. Hwang is the manager and controlling partner of J&B Hwang, LLC, a
family limited liability company which holds 2,000,000 shares, and also has a
25% membership interest in PAC21C, LLC, an entity which holds 1,465,000
shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as indicated below, and for the periods indicted, there were no
material transactions, or series of similar transactions, since the inception
on July 18, 2001 through our fiscal year ended December 31, 2002, or any
currently proposed transactions, or series of similar transactions, to which
we are a party, in which the amount involved exceeds $60,000, and in which any
director or executive officer, or any security holder who is known by us to
own of record or beneficially more than 5% of any class of our common stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.

In July 2001, we entered into a Management Agreement with J. Jehy Lah, our
chairman, for a term of 1 year, terminable on 30 days notice by either party,
under which Mr. Lah received cash compensation of $2,500 per month. Since
July 2002, Mr. Lah is accruing salary at a rate of $135,000 per year pursuant
to an oral agreement terminable at will.

Under the above Management Agreement, Mr. Lah also sub-leased office space to
us for which we paid $2,000 per month. Since July 2002, we are sub-leasing
office space on a month to month basis from Mr. Lah at a rate of $2,530 per
month.

In July 2001, we entered into a Management Agreement with Joshua Kim, our
former vice-president and former director, for a term of 1 year, terminable on
30 days notice by either party, under which Mr. Kim received cash compensation
of $2,000 per month. Under the agreement, Mr. Kim also sub-leased office
space to us in Seoul, Korea for which we paid $1,000 per month. This
agreement expired June 30, 2002. Mr. Kim resigned as an officer and director
effective December 1, 2002.

In October 2001, we acquired certain technology from Hieronim Teresinski who
subsequently became a director, by issuing to Mr. Teresinski 1,500,000 shares
of our restricted common stock valued at $0.25 per share, or $375,000,
pursuant to an Assignment of Technology. In addition, we entered into a
Consulting Agreement with Electronic Structures, a Canadian corporation of
which Mr. Teresinski is a principal, to which we paid $10,000 per month for 3
months for further development of the technology subject to the Assignment of
Technology. The agreement expired at the end of the three months and has not
been renewed. Mr. Teresinski resigned as a director effective December 1,
2002.

Effective July 1, 2002, Ben Hwang entered into an oral consulting agreement
with us calling for a payment of $85,000 over twelve months. Mr. Hwang was a
director until his resignation effective December 1, 2002.

During fiscal 2001, we loaned money to Novabrite, LLC, a manufacturer and
developer of reflective products used in road construction and other safety
applications. J. Jehy Lah, our chairman, is also chairman and CEO of
Novabrite, and Ben Hwang, a former director, is the President. At December
31, 2002 a loan balance of $34,769 is outstanding. The loan is non-interest
bearing and payable on demand. The loan was made by Phacon Corporation prior
to the merger with Lexon on May 29, 2002, and the company has since instituted
a policy prohibiting such related party loans. Management believes the amount
to be fully collectible.

In fiscal 2002, we loaned money to former officers and directors Joshua Kim
and Ben Hwang. At December 31, 2002 loan balances totaling $18,000 are
outstanding ($15,000 to Mr. Kim, $3,000 to Mr. Hwang). The loans are non-
interest bearing and payable on demand. The loans were made by Phacon
Corporation prior to the merger with Lexon on May 29, 2002, and the company
has since instituted a policy prohibiting such related party loans.
Management believes the amounts to be fully collectible.

At December 31, 2002, we owed money to J. Jehy Lah and Kenneth Eaken totaling
$15,126 for expenses incurred by them on our behalf, primarily for travel
costs. These amounts were non-interest bearing and subsequently paid in
January 2003.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------
Our Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in connection
therewith, directors, officers, and beneficial owners of more than 10% of our
Common Stock are required to file on a timely basis certain reports under
Section 16 of the Exchange Act as to their beneficial ownership of our Common
Stock. We believe to the best of our knowledge that under the SEC's rules for
reporting of securities transactions by directors and executive officers, all
required reports for its fiscal year ended December 31, 2001 were timely
filed.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The following table sets forth, for the respective periods indicated, the
prices of our Common Stock in the over the counter market as reported by a
market maker on the NASD'S OTC Bulletin Board (the "OTCBB") and the National
Quotation Bureau's Pink Sheets for the periods for which this report is being
filed. Such over the counter market quotations are based on inter-dealer bid
prices, without markup, markdown or commission, and may not necessarily
represent actual transactions. On May 24, 2001, our Common Stock was delisted
from the OTCBB for failure to timely file our annual report. Our stock was
relisted on the OTCBB on May 2, 2002. The quotes listed for the interim
period are from the National Quotation Bureau's Pink Sheets.

Bid Quotation
-------------
Fiscal Year 2002 High Bid Low Bid
- ---------------- -------- -------
Quarter ended 12/30/02 $ 0.85 $ 0.10
Quarter ended 9/30/02 $ 0.94 $ 0.15
Quarter ended 6/30/02*
4/1/02 to 5/29/02 (pre-split) $ 0.15 $ 0.01
5/29/02 to 6/30/02 (post-split) $ 1.50 $ 0.15
Quarter ended 3/31/02 $ 0.55 $ 0.01

Fiscal Year 2001 High Bid Low Bid
- ---------------- -------- -------
Quarter ended 12/31/01 $ 0.15 $ 0.005
Quarter ended 9/30/01 $ 0.01 $ 0.01
Quarter ended 6/30/01 $ 0.12 $ 0.05
Quarter ended 3/31/01 $ 0.46 $ 0.12

Fiscal Year 2000 High Bid Low Bid
- ---------------- -------- -------
Quarter ended 12/30/00 $ 1.37 $ 0.15
Quarter ended 9/30/00 $ 1.50 $ 0.15
Quarter ended 6/30/00 $ 2.00 $ 1.50
Quarter ended 3/31/00 $ 2.75 $ 1.12

* Our stock was subject to a 10 for 1 reverse split effective May 29, 2002 in
connection with our merger with Phacon Corporation, a private California
corporation.

Trading of our common stock has been limited or sporadic.

The number of our shareholders of record at January 30, 2003 was approximately
200.

We have not paid any cash dividends to date and do not anticipate paying
dividends in the foreseeable future.

During the three month period ended December 31, 2002, in a private placement
to an unrelated accredited investor we sold 120,000 shares of our restricted
common stock, for aggregate proceeds of $100,000 shares. The shares issued in
the foregoing transaction were issued in reliance on the exemption from
registration and prospectus delivery requirements of the Act set forth in
Section 3(b) and/or Section 4(2) of the Securities Act and the regulations
promulgated thereunder.

FORM 10-KSB

We will mail a copy of our annual report without charge upon written request
from any person who sets forth a good faith representation that he or she is a
beneficial owner of our common stock. Requests should be sent to Lexon
Technologies, Inc., 2691 Richter Avenue, #124, Irvine, California 92606.

SPECIAL MEETING OF SHAREHOLDERS

We have scheduled a special meeting of shareholders Tuesday, May 20, 2003,
9:00am PST, at the Dry Creek Room, Sutton Place Hotel, 4500 MacArthur Blvd.,
Newport Beach, CA 92660.

The meeting is intended to be informational. No matters are scheduled to be
submitted to a vote of shareholders and no shareholders have submitted
proposals for business to be transacted at the meeting. Our management does
not know of any business other than referred to in this notice which may be
considered at the meeting. If any other matters should properly come before
the Special Meeting, such matters will be properly addressed and resolved and
those in attendance will vote on such matters in accordance with their best
judgment.

LEGAL MATTERS
None.

OTHER MATTERS
None.

LEXON TECHNOLOGIES, INC.
By order of the Board of Directors

/S/ Kenneth J. Eaken, President

Dallas, Texas
April 25, 2003