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<SEC-DOCUMENT>0001013176-01-000040.txt : 20010129
<SEC-HEADER>0001013176-01-000040.hdr.sgml : 20010129
ACCESSION NUMBER:		0001013176-01-000040
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MESSIDOR LTD
		CENTRAL INDEX KEY:			0000788611
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MANAGEMENT SERVICES [8741]
		IRS NUMBER:				820404220
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	033-02783-S
		FILM NUMBER:		1516452

	BUSINESS ADDRESS:	
		STREET 1:		1981 EAST 4800 SOUTH SUITE 100
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84117

	MAIL ADDRESS:	
		STREET 1:		1981 EAST 4800 SOUTH SUITE 100
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84117
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FRAMEWAVES, INC. 10-KSB 12-31-2000
<TEXT>



             U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB

[X]  Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2000, or

[  ] Transition report pursuant to section 13 or 15(d) of the
Securities Exchange act of 1934 for the transition period from
to

                 Commission File No.  33-2783-S

                        FRAMEWAVES, INC.
   (Name of Small Business Issuer as specified in its charter)

            Nevada                          82-0404220
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

  1981 East 4800 South, Suite 100, Salt Lake City, Utah, 84117
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (801) 272-9294

Former name and address if changed since last report:  Messidor Limited
                                   Groningensingel 1 Arnhem 6835A
                                   The Netherlands

Former fiscal year if changed since last report:  October 31

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [  ] No [X]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [ X ]

The Registrant's revenues for its most recent fiscal year:  $0

The aggregate market value of voting stock held by non-affiliates:  $0

At January 25, 2001, the Registrant had outstanding 1,208,569 shares of common
stock,par value $0.001.

Documents incorporated by reference:  None.

<PAGE>

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                            Page

Part I

1.   Description of Business                              		        3

2.   Description of Property                              		        5

3.   Legal Proceedings                                              5

4.   Submission of Matters to a Vote of Security Holders   		       5

Part II

5.   Market for Common Equity and Related Stockholder Matters       6

6.   Management's Discussion and Analysis or Plan of Operation      7


7.   Financial Statements                                 		        8

8.   Changes in and Disagreements with Accountants      		          8
     on Accounting and Financial Disclosure

Part III

9.   Directors, Executive Officers, Promoters and Control Persons   8


10.  Executive Compensation                                		       9

11.  Security Ownership of Certain Beneficial Owners and Management 9


12.  Certain Relationships and Related Transactions         	       10

13.  Exhibits and Reports on Form 8-K                      	 	      10

Signatures                                                          11


                                2
<PAGE>

FORWARD-LOOKING STATEMENT NOTICE

     When used in this report, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and
similar expressions are intended to identify forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding events, conditions, and financial trends that may
affect the Company's future plans of operations, business
strategy, operating results, and financial position.  Persons
reviewing this report are cautioned that any forward-looking
statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may
differ materially from those included within the forward-looking
statements as a result of various factors.  Such factors are
discussed under the headings "Item 1.  Description of Business,"
and "Item 6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations," and also include general
economic factors and conditions that may directly or indirectly
impact the Company's financial condition or results of
operations.

                             PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

     FrameWaves, Inc. (the "Company" or "FrameWaves") was
originally incorporated under the name of Messidor Limited on
December 23, 1985 as a development stage company for the purpose
of engaging in all lawful transactions permitted under the State
of Nevada, including the acquisition of various business
opportunities to provide profit and maximize shareholder value.
In January of 1986, Messidor Limited registered securities with a
Form S-18 under the Securities Act of 1933 in order to fund
business operations.  The offering was closed in March of 1987,
and the Company successfully sold 1,500,000 units consisting of
one share of common stock and four of each class of A, B and C
redeemable common stock purchase warrants.  In 1988, the Company
entered into an exploration agreement and option to sublease with
Arcal Investments to explore mining opportunities.  However, the
Company was unable to acquire adequate capital to continue
operations and could not pursue the Arcal Agreement or any other
agreement, and in 1989 the Company turned dormant.

     On October 10, 2000, by court order, a Nevada District Court
appointed shareholder Thomas A. Thomsen as custodian of Messidor
Limited for the purpose of paying back-fees owed to the State of
Nevada, to call an annual meeting of stockholders to elect three
directors, and to take the Company in a positive direction.  On
November 2, 2000, Messidor Limited held its annual meeting of
stockholders where three directors were elected.

     On December 27, 2000, the shareholders, at a special
meeting, changed the Company's name from Messidor Limited to
FrameWaves, Inc.  The shareholders also approved the acquisition
of Corners, Inc. ("Corners"), a Nevada corporation, whereby the
Company exchanged 1,000,000 shares of the Company's common stock
for all of Corner's issued and outstanding shares of common
stock.  Corners had incorporated on November 17, 1998 in the
State of Nevada to provide custom framing for interior designers
in conjunction with business contacts provided by Corners'
officers and directors.  Since its inception, Corners has had
limited operations due to its officers and directors other
obligations, however, the officers and directors have maintained
their business contacts with certain interior designers.
Further, FrameWaves intends to use Corners as an operating
subsidiary and actively pursue the custom framing business by
utilizing Corners' business contacts to procure contracts for
future operations, and to engage in a comprehensive and
aggressive marketing campaign, including but not limited to,
soliciting unknown but potential business contacts through direct
mailings, media, and other mediums that will generate leads to
contracts for future operations

                                3
<PAGE>

Principal Products and Services

     FrameWaves principal product and service consists of
providing customized frames to interior designers and retail
consumers.  This will be accomplished by interfacing directly
with designers and consumers where they will be presented with a
selection of FrameWaves' materials and styles in order to
determine the type and quality of frame desired.  FrameWaves will
then customize frames to the clients' specifications.  Such
customization might entail the ordering, designing,
manufacturing, or the subcontracting of work in order to meet the
clients' needs.  This product and service will allow FrameWaves
to be a complete and professional supplier of customized frames
to the interior designers and retail customers.  However, the
Company is a development stage company with no operations and has
yet to engage in any contract negotiations with frame suppliers,
interior designers or retail consumers.

Marketing

     FrameWaves intends to market its product and service to
interior designers and retail consumers through established
business contacts of the officers and directors, direct mailing
program targeting interior designers, and word of mouth.
FrameWaves might also market its products and services by
advertising in widely distributed magazines that Management
considers influential among designers and consumers. These
advertisements will focus on FrameWaves' ability to be a complete
and professional supplier of customized frames.  However, the
Company is in its development stage and has not yet launched any
of the above marketing strategies, and there is no assurance that
such marketing strategies will be launched in the future.
Additionally, the Company cannot predict whether it will, in the
future, be dependent upon one or a few major customers.

Raw Materials and Principal Suppliers

     The Company has yet to engage in any contract negotiations
with any suppliers of custom frames or raw materials for such
frames.  Accordingly, the Company is unable to predict the
sources and availability of raw materials and the names of any
principal suppliers.  Notwithstanding, Management believes that
there are numerous reliable sources for custom frames and raw
materials for such frames.

Governmental Regulation

     There is no meaningful government regulation that directly
affects FrameWaves' business.  However, FrameWaves potential
suppliers are subject to federal, state, local or foreign
environmental laws and regulations relating to the handling and
management of certain chemicals used and generated in
manufacturing frame products.  Management believes that it is
reasonably likely that the trend in environmental litigation and
regulation will continue toward stricter standards and that
changes in the laws and regulations could indirectly affect
FrameWaves in the form of higher purchasing costs.

Competition

     The custom framing industry is highly competitive, and
includes a large number of wholesale, retail and other
specialized competitors, none of which dominate the market.  A
number of the companies competing directly with the FrameWaves
have superior knowledge and experience, including established
contacts and networks, as well as financial and other resources
greater than those of the Company.  These factors create a highly
competitive environment in which the Company's future customers
will continuously evaluate which product suppliers to use,
resulting in pricing pressures and the need for ongoing
improvements in customer service.

                                4
<PAGE>


     Management believes that competition in the custom framing
industry is generally a function of timeliness of delivery,
price, quality, reliability, product design, product availability
and customer service.  Management further believes that
FrameWaves can compete favorably with other custom framing
companies by: (i) interfacing directly with designers and
consumers and customizing frames to clients' specifications;
(ii) utilizing its officers' business contacts, (iii) providing a
broad range of products and services; and (iv) developing strong
name recognition within the custom framing community.  However,
the Company is in its development stage and has not yet entered
into the market, and there is no assurance that the Company can
successfully enter and compete in the custom framing market.

Employees

     The Company currently has no employees.  Executive officers
will devote only such time to the affairs of the Company as they
deem appropriate, which is estimated to be approximately 20 hours
per month per person.  The need for employees will be addressed
at such time operations prove successful.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company utilizes office space at 1981 East 4800 South,
Suite 100, Salt Lake City, Utah, 84117, provided by Thomas A.
Thomsen, an officer and director of the Company.  The Company
does not pay rent for this office space.

ITEM 3.  LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings, and to
the best of its knowledge, no such proceedings by or against the
Company have been threatened.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Annual Meeting

     On October 10, 2000, a Nevada District Court Judge, by court
order A423737-P, appointed shareholder Thomas A. Thomsen as
custodian of the Company for the purpose of paying back-fees owed
to the State of Nevada and to begin a positive direction.  The
order authorized Mr. Thomsen to mail notice to the 462
shareholders holding 16,560,000 shares as of the record date July
31, 2000, and to call an annual meeting for the sole purpose of
electing three directors.  The order further stated that the
number of shares represented at the annual meeting would
constitute a quorum for such purpose.

     On November 2, 2000, the Company held its annual meeting of
stockholders whereby 295,858 shares of record were represented,
thereby constituting a quorum for the purpose of electing three
directors.  At the annual meeting, the shareholders voted, and
such votes were tallied, for the following directors.

                                   Number of Votes
Election of Directors   For            Against         Abstain

Thomas A. Thomsen     295,858            -0-             -0-
Dianne Hatton-Ward    295,858            -0-             -0-
Susan Santage         295,858            -0-             -0-

                                5
<PAGE>

Special Meeting

     On December 27, 2000, the Company held a special meeting of
shareholders whereby proxies were solicited from the 462
shareholders holding 16,560,000 shares as of the record date
December 11, 2000.  At the special meeting, the shareholders
voted, and such votes were tallied, for the following
propositions:

     Votes cast and tallied in favor of amending and restating
     the Articles of Incorporation and Bylaws of the Company,
     decreasing the authorized capital from 500,000,000 to
     110,000,000 shares of stock, of which 100,000,000 were
     designated common stock, par value $0.001, and 10,000,000
     were designated preferred stock, par value $0.001, and
     changing the Company's name to FrameWaves, Inc. were
     10,296,558, with no shares abstaining from or against the
     proposal;

     Votes cast and tallied in favor of a hundred (100) to one
     (1) reverse split of the Company's issued and outstanding
     Common Stock for holders of record as of December 11, 2000,
     whereby fractional shares were rounded up to the nearest
     whole share, and no shareholder's ownership was reduced
     below a round lot of one hundred shares were 10,296,558,
     with no shares abstaining from or against the proposal;

     Votes cast and tallied in favor of acquiring Corners, a
     custom framing business, in exchange for 1,000,000 shares of
     FrameWaves' restricted common stock were 10,296,558, with no
     shares abstaining from or against the proposal;

     Votes cast and tallied in favor of adopting the Company's
     2000 Stock Option Plan with 2,000,000 shares of common stock
     to be allocated for stock grants pursuant to the Plan were
     10,296,558, with no shares abstaining from or against the
     proposal; and

     Votes cast and tallied ratifying the appointment of Burnham
     & Schumm PC as the Company's independent auditors were
     10,296,558, with no shares abstaining or against the
     proposal.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     There is currently no active market for the securities of
FrameWaves.  Nor is there any assurance a market will develop for
the securities, and if a market does develop, that it will
continue.  There is also no assurance as to the depth or
liquidity of any such market or the prices at which holders may
be able to sell their securities.

     At January 17, 2001, the Company had approximately 466
shareholders owning 1,298,569 shares of FrameWaves' issued and
outstanding common stock, of which 68,569 are free trading.

     FrameWaves has not paid any dividends since its inception,
and it is not likely that any dividends on its common stock will
be declared at any time in the foreseeable future.  Any dividends
will be subject to the discretion of FrameWaves' Board of
Directors, and will depend upon, among other things, the
operating and financial condition of FrameWaves, its capital
requirements and general business conditions.  There can be no
assurance that any dividends on FrameWaves' common stock will be
paid in the future.

                                6
<PAGE>

Recent Sales of Unregistered Securities.

     The following is a detailed list of securities sold within
the past three years without registration under the Securities
Act.  All issuances are numerically reported in post-split form.

     In December of 2000, the Company issued 42,969 shares
pursuant to shareholder approval of a hundred (100) to one (1)
reverse split of the Company's issued and outstanding common
stock whereby shareholder ownership that was fractionalized or
reduced below a round lot of 100 shares were rounded up to the
nearest whole share or round lot of 100 shares, respectively.

     In December of 2000, the Company issued 1,000,000 shares of
restricted common stock to officers and directors of the Company
in exchange for 1,500 shares of Corners' common stock.  The
following table details the recipient's name, amount of stock
received, and consideration paid.  All shares were issued in a
private transaction, not involving any public solicitation or
commissions, and without registration in reliance on the
exemption provided by Section 4(2) of the Securities Act.

Name                        Amount Received    Consideration Paid
Thomas A. Thomsen           333,334 shares     500 Corner shares
Dianne Hatton-Ward          333,333 shares     500 Corner shares
Susan Santage               333,333 shares     500 Corner shares

     In November of 2000, the Company issued 100,000 shares of
restricted common stock to Thomas A. Thomsen, an officer and
director of the Company, in exchange for $5,000 cash and $5,000
in services performed on behalf of the Company by resurrecting
and reviving it from dormancy and making necessary and timely
cash advances.  The shares were issued in a private transaction,
not involving any public solicitation or commissions, and without
registration in reliance on the exemption provided by Section
4(2) of the Securities Act.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION

Quasi-Reorganization

     On December 27, 2000, the Company's shareholders approved to
adopt quasi-reorganization accounting procedures, which allowed
the Company to eliminate its previous accumulated deficit of
approximately $235,000 against additional paid-in capital, and to
change its fiscal year end to December 31.  Therefore, the
adoption of quasi-reorganization accounting procedures gave the
Company a "fresh start" for accounting purposes.  The Company is
also considered as re-entering a new development stage on
December 31, 1993, as it discontinued all of its previous
operations.

Years Ended December 31, 2000, 1999 and 1998

     The Company generated no costs or revenues from operations
for the years ended December 31, 2000, 1999 and 1998.  This is
due to the Company being in the development stage with no
operations.

     The Company had general and administrative expenses of
$16,379 for the year ended December 31, 2000, compared to $0 for
the years ended December 31, 1999 and 1998.  This increase in
expenses is due to accounting, legal and other professional costs
associated with reviving the Company from dormancy.

     As a result of the foregoing, the Company realized a net
loss of $16,379 for the year ended December 31, 2000, compared to
no income or loss for the years ended December 31, 1999 and 1998.

                                7
<PAGE>


     Again, this increase in the Company's net loss is
attributable to accounting, legal and other professional costs
associated with reviving the Company from dormancy.

Liquidity and Capital Resources

     At December 31, 2000, the Company's assets consisted of
$5,910 in cash on hand.  The Company's liabilities consisted of a
$1,562 in accounts payable, giving the Company a working capital
of $4,348.

     Currently, the Company has no material commitments for
capital expenditures, and Management believes that it has
sufficient cash to meet its operational needs for the next twelve
months.  If required, Management may attempt to raise additional
capital for its current operational needs through loans from its
officers, debt financing, equity financing or a combination of
financing options.  However, there are no existing
understandings, commitments or agreements for such an infusion;
nor can there be assurances to that effect.

     The Company's operating plan is to pursue the business of
its newly acquired and wholly owned subsidiary Corners by (i)
handling all the administrative requirements of a public company,
(ii) utilizing the business contacts of its officers and
directors to procure contracts for future operations, and (iii)
engaging in a comprehensive marketing campaign, including but not
limited to, soliciting unknown but potential business contacts
through direct mailings, media, and other mediums that will
generate leads to contracts for future operations.  At present,
the Company has no understandings, commitments or agreements with
respect to any business contacts, contracts or operations.
Further, there can be no assurance that the Company would be
successful in consummating any contracts on favorable terms or
that it will be able to profitably manage business operations.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page 12.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     None.

                            PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Officers

     The following table sets forth the name, age, and position
of each officer and director of the Company.

Name                Age  Positions               	    	    Since
Thomas A. Thomsen   25   President and Director  	        	November, 2000
Dianne Hatton-Ward  44   Vice President and Director      	November, 2000
Susan Santage       39   Secretary/ Treasurer and Director	November, 2000


     All directors hold office until the next annual meeting of stockholders
or until their successors are duly elected and qualified.  Officers serve at
the discretion of the Board of Directors.

                                8
<PAGE>


     The following is information on the business experience of
each officer and director.

     Thomas A. Thomsen, President and Director.  Mr. Thomsen
graduated from the University of Utah in May of 2000 with a BS in
Finance.  Since March of 1999, Mr. Thomsen has worked for
Interwest Transfer Company, and provides stock analysis,
issuances and transfers.  From 1990 to 1999, Mr. Thomsen was
employed by the Granite School District whereby he provided
security and maintenance for Granger High School.

     Dianne Hatton-Ward, Vice President and Director.  Ms. Hatton-
Ward is currently a part-time student at Westminster College.
Since 1994, Ms. Hatton-Ward has worked as control scheduler for
Qwest Communications International, Inc., a telecommunications
company, where she is responsible for the design and support of
several applications like client interfacing, job applications
and job-flows.

     Susan Santage, Secretary, Treasurer and Director.  Ms.
Santage graduated from Salt Lake Community College in 1989 with
an AAS in Graphic Design.  In 1984, Ms. Santage graduated from
the Salt Lake School of Interior Design.  From 1989 to the
present date, Ms. Santage has engaged in freelance graphic design
where she has contracted with notable companies like Break-thru
Industries, KLCY Radio Station, Phoenix Aviation, Inc., and the
Salt Lake Community College.

ITEM 10.  EXECUTIVE COMPENSATION

     The Company has no agreement or understanding, express or
implied, with any director, officer or principal stockholder, or
their affiliates or associates, regarding compensation in the
form of salary, bonuses, stocks, options, warrants or any other
form of remuneration, for services performed on behalf of the
Company.  Nor are there compensatory plans or arrangements,
including payments to any officer in relation to resignation,
retirement, or other termination of employment, or any change in
control of the Company, or a change in the officer's
responsibilities following a change in control of the Company.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth as of January 25, 2001, the
number and percentage of the 1,298,569 issued and outstanding
shares of the Company's common stock, par value $0.001, which
according to the information supplied to the Company, were
beneficially owned by (i) each person who is currently a director
of the Company, (ii) each executive officer, (iii) all current
directors and executive officers of the Company as a group and
(iv) each person who, to the knowledge of the Company, is the
beneficial owner of more than 5% of the outstanding common stock.
Except as otherwise indicated, the persons named in the table
have sole voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.

Name and Address of Directors    Amount and Nature    Percent of
Executive Officers and 5%         of Beneficial        Class
Beneficial Owners                  Ownership       of Common Stock


Thomas A. Thomsen  (1) (2)          436,285           33.6%
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

Dianne Hatton-Ward  (1)             333,333            25.7
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

                                       9

<PAGE>

Susan Santage  (1)                  333,333            25.7
1981 East 4800 South, Suite 100
Salt Lake City, Utah  84117

Directors and Executive           1,102,951           84.9%
Officers as a Group:  Three
Persons

  (1)  Officer and director of the Company.
  (2)  Mr. Thomsen owns 433,334 shares directly, and 2,951 shares
       indirectly through European Holdings, Inc.  Mr. Thomsen owns and
       controls European Holdings, Inc.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In December of 2000, the Company issued 1,000,000 shares of
restricted common stock to officers and directors of the Company
in exchange for 1,500 shares of Corners common stock.  The
following table details the affiliate's name, amount of stock
received, and consideration paid.

Name                Amount Received   Consideration Paid
Thomas A. Thomsen   333,334 shares    500 shares of Corners common stock
Dianne Hatton-Ward  333,333 shares    500 shares of Corners common stock
Susan Santage       333,333 shares    500 shares of Corners common stock


     In November of 2000, the Company issued 100,000 shares of
restricted common stock to Thomas A. Thomsen, an officer and
director of the Company, in exchange for $5,000 cash and $5,000
in services performed on behalf of the Company by resurrecting
and reviving it from dormancy and making necessary and timely
cash advances.

     The Company utilizes office space at 1981 East 4800 South,
Suite 100, Salt Lake City, Utah, 84117, provided by Thomas A.
Thomsen, an officer and director of the Company.  The Company
does not pay rent for this office space.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     Copies of the following documents are included as exhibits
to this report pursuant to Item 601 of Regulation S-B.

Exhibits.

SEC Ref.No.  Title of Document                  		            Location
2.1          Agreement and Plan of Reorganization      	      Attached
3.1          Amended and Restated Articles of Incorporation   Attached
3.2          Amended and Restated Bylaws                      Attached

Form 8-K Filings.

  No reports on Form 8-K were filed for the fourth quarter year ended
  December 31, 2000.

                               10
<PAGE>


SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   FRAMEWAVES, INC.
Date:  January 25, 2001
                                   /s/Thomas A. Thomsen
                                   Thomas A. Thomsen, President

     In accordance with the Exchange Act, this report has been
signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

January 25, 2001                 /s/Thomas A. Thomsen
                                 Thomas A. Thomsen, President
                                 and Director

January 25, 2001                 /s/Diane Hatton-Ward
                                 Diane Hatton-Ward, Vice
                                 President and Director

January 25, 2001                 /s/Susan Santage
                                 Susan Santage,
                                 Secretary/Treasurer and Director

                                   11
<PAGE>



                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

                              INDEX

                                                       Page

Independent Auditor's Report                           13

Financial Statements:

  Consolidated Balance Sheets                          14

  Consolidated Statements of Operations                15

  Consolidated Statements of Stockholders' Equity      16

  Consolidated Statements of Cash Flows                18

  Notes to Consolidated Financial Statements           19


                               12
<PAGE>


                     Burnham & Schumm, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS


1981 East Murray-Holladay Road                    A Professional Corporation
Suite 215                                         Officers:
Salt Lake City, Utah 84117                        Lonnie K.Burnham, C.P.A.
Phone (801) 272-0111                              Ted Schumm, C.P.A.
Fax (801) 272-0125



INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of FrameWaves, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of
FrameWaves, Inc. (Formerly Messidor Limited) (a Nevada
corporation) and subsidiary as of December 31, 2000 and 1999, and
the related consolidated statements of income, stockholders'
equity and cash flows for the years ended December 31, 2000,
1999, and 1998.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of FrameWaves, Inc. and subsidiary as of December 31,
2000 and 1999, and the results of their operations and their cash
flows for the years ended December 31, 2000, 1999 and 1998 in
conformity with generally accepted accounting principles.




/s/ Burnham & Schumm
Salt Lake City, Utah
January 12, 2001

                               13
<PAGE>



                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

                   CONSOLIDATED BALANCE SHEETS
                   DECEMBER 31, 2000 AND 1999


Assets
                                   December 31,       December 31,
                                          2000               1999
Current Assets:
  Cash                                 $ 5,910             $   --

     Total current assets              $ 5,910             $   --

     Total Assets                      $ 5,910             $   --


Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable                     $ 1,562              $  --

     Total current                       1,562                 --


Stockholders' Equity:
  Common stock, $.001 par value
    100,000,000 shares authorized,
    1,208,569 and 65,600
    issued and outstanding               1,209                 66
  Additional paid-in capital            19,518                (66)
  Deficit accumulated during the
    development stage                  (16,379)                --

     Total Stockholders' Equity          4,348                 --

     Total Liabilities and Stockholders'
       Equity                          $ 5,910             $   --


  The accompanying notes are an integral part of the financial statements.

                               14
<PAGE>

                   FRAMEWAVES, INC. AND SUBSIDIARY
                      (Formerly Messidor Limited)
                     (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF OPERATIONS
              YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


                                                       For the period
                                                       December 31, 1993
                                                       (Quasi-Reorganization)
                                                       Through
                                                       December 31,
                           2000      1999      1998      2000



Revenues                  $  --     $  --     $  --     $  --

Expenses, general
  and administrative     16,379         --        --    16,379

  Operating loss        (16,379)        --        --   (16,379)

Other income
  (expense)                  --        --        --        --

  Net Loss             $(16,379)    $  --     $  --   $(16,379)

Net loss per share     $   (.13)    $  --     $  --   $   (.13)


  The accompanying notes are an integral part of the financial statements.

                                     15
<PAGE>


                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                Deficit
                                                                                Accumulated
                                                                 Additional     During the
                                            Common Stock         Paid-in        Development
                                        Shares        Amount     Capital        Stage
<S>                                    <C>          <C>        <C>             <C>
Blance, December 31, 1993              65,600       $   66     $   (66)        $  --

Net loss accumulated for
  the period December 31, 1993
  (quasi-reorganization)
  through December 31, 1997                 --           --           --           --

Balance, December 31, 1997              65,600           66          (66)          --

Net loss for the year ended
  December 31, 1998                         --           --           --           --

Balance, December 31, 1998              65,600           66          (66)          --

Net loss for the year
 ended December 31, 1999                   --            --          --            --

Balance, December 31, 1999              65,600     $     66    $    (66)        $  --

</TABLE>

  The accompanying notes are an integral part of the financial statements.


                                 16
<PAGE>


                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - CONTINUED
          YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>                                                                             Deficit
                                                                                      Accumulated
                                                                 Additional           During the
                                              Common Stock         Paid-in            Development
                                          Shares        Amount     Capital            Stage
<S>                                      <C>           <C>         <C>                <C>
Balance, December 31, 1999               65,600        $   66      $  (66)            $  --

Common stock issued for cash
  and services at $.10/ share
  on November 3, 2000                   100,000           100       9,900                --

Contribution by shareholder
  for Company expenses paid
  directly by shareholder                    --            --       9,817                --

Common stock issued in
  acquisition of subsidiary,
  Corners, Inc. on December 27, 2000  1,000,000         1,000         (90)               --

Common stock issued due to
  rounding up shareholders with
  less than 100 shares after
  100 for 1 reverse stock split
  effective December 27, 2000            42,969            43         (43)               --

Net loss for the year ended
December 31, 2000                            --            --           --           (16,379)

Balance, December 31, 2000            1,208,569       $ 1,209     $ 19,518          $(16,379)

</TABLE>

  The accompanying notes are an integral part of the financial statements.

                                        17
<PAGE>


                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

              CONSOLIDATED STATEMENTS OF CASH FLOWS
          YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

                                                          		     For the period
                                                    			          December 31,
                                                                 1993
                                                   			          (Quasi-
                                                                 Reorganization)
                                                        			      Through
                                                  		             December 31,
                                   			 2000         1999      1998      2000
Cash flows from
  operating activities:
    Net loss                     		$(16,379)    $  --     $  --      $(16,379)

Adjustments to reconcile net income
  to cash provided by
  operating activities:
    Contribution from
      Shareholder                     9,817         --       --         9,817
    Common stock issued
      for services                    5,000         --       --         5,000
    Increase in
      accounts payable                1,562         --       --         1,562

  Net cash used
    by operating
    activities:                          --         --       --            --

Cash flows from investing activities:
    Cash received in
    acquisition of
    subsidiary                          910         --       --           910

Cash flows from financing activities:
    Issuance of
      common stock                    5,000         --       --         5,000

Net increase in cash                  5,910         --       --         5,910

Cash, beginning of period                --         --       --           --

Cash, end of period                $  5,910      $  --    $  --      $  5,910

Interest paid                      $     --      $  --    $  --     $     --

Income taxes paid                  $     --      $  --    $  --     $     --


  The accompanying notes are an integral part of the financial statements.

                                       18
<PAGE>

                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   Summary of Business and Significant Accounting Policies

     a.   Summary of Business

          The Company was incorporated under the laws of the
          State of Nevada on December 23, 1985.  The Company was
          formed to pursue business opportunities.  The Company
          was unsuccessful in its operations.  During 1993,
          Management determined it was in the best interest of
          the Company to discontinue its previous operations.
          The Company is considered to have re-entered into a
          new development stage on December 31, 1993.  Because
          the Company discontinued its previous operations and
          is selling new potential business opportunities, the
          Company adopted quasi-reorganization accounting
          procedures to provide the Company a "fresh start" for
          accounting purposes.

     b.   Principles of Consolidation

          The consolidated financial statements contain the
          accounts of the Company and its wholly-owned
          subsidiary, Corners, Inc.  All significant
          intercompany balances and transactions have been
          eliminated.

     c.   Cash Flows

          For purposes of the statement of cash flows, the
          Company considers all highly liquid investments
          purchased with a maturity of three months or less to
          be cash or cash equivalents.

     d.   Net Loss Per Share

          The net loss per share calculation is based on the
          weighted average number of shares outstanding during
          the period.

     e.   Use of Estimates

          The preparation of financial statements in conformity
          with generally accepted accounting principles requires
          management to make estimates and assumptions that
          affect certain reported amounts and disclosures.
          Accordingly, actual results could differ from those
          estimates.
                               19
<PAGE>



                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)


Notes to Financial Statements - Continued


2.   Quasi-Reorganization

     December 27, 2000, the shareholders of the Company approved
     to adopt quasi-reorganization accounting procedures.  Quasi-
     reorganization accounting allowed the Company to eliminate
     its previous accumulated deficit of approximately $235,000
     against additional paid-in capital.  Therefore, the
     adoption of quasi-reorganization accounting procedures gave
     the Company a "fresh start" for accounting purposes.  The
     Company is also considered as re-entering a new development
     stage on December 31, 1993, as it discontinued all of its
     previous operations.  These financial statements have been
     restated to reflect the change.

3.   Stock Split

     On December 27, 2000, the Company approved a 100 for 1
     reverse split of the issued and outstanding common stock
     but no shareholder's ownership shall be less than 100
     shares.  An additional 42,969 shares were issued as a
     result of rounding up to the 100 share minimum.

     The 100 for 1 reverse split has been retroactively applied
     in the accompanying financial statements.

4.   Amended Articles of Incorporation

     On December 27, 2000, the Company amended its articles of
     incorporation to change its name from Messidor Limited to
     FrameWaves, Inc.  In addition, the Company decreased its
     authorized shares from 500,000,000 to 110,000,000 shares of
     stock of which 100,000,000 shall be designated common stock
     and 10,000,000 shall be designated preferred stock.  At
     December 31, 2000, no preferred stock has been issued by
     the Company.  The Company has the authorization to issue
     the preferred stock in one or more series and to determine
     the voting rights, preferences as to dividends and
     liquidation, conversion rights, and other rights of each
     series.

5.   Issuance of Common Stock

     On November 3, 2000, the Company issued 100,000 shares of
     its $.001 par value common stock for an aggregate price of
     $10,000.  $5,000 was received in cash and $5,000 for
     services rendered.

6.   Stock Options and Warrants

     The Company has designated 2,000,000 shares of its
     authorized and unissued common stock to a future stock
     option plan.  At December 31, 2000, there are no options or
     warrants outstanding to acquire the Company's common stock.

                               20
<PAGE>


                 FRAMEWAVES, INC. AND SUBSIDIARY
                   (Formerly Messidor Limited)
                  (A Development Stage Company)


Notes to Financial Statements - Continued


7.   Acquisition of Subsidiary

     On December 27, 2000, the Company acquired 100% of the
     outstanding common shares of Corners, Inc. in exchange for
     the issuance of 1,000,000 shares of its previously
     authorized but unissued common stock.  Corners, Inc. was
     purchased at book value of $910 or $.001 per share.  The
     acquisition has been accounted for on the purchase method
     and 100% of the purchase price was allocated to cash.
     Corners, Inc. did not have any significant revenues or
     expenses during the year ended December 31, 2000; therefore,
     pro forma condensed statement of operations is not
     presented.

8.   Income Taxes

     The Company has had no taxable income under Federal or
     State tax laws.



                               21
<PAGE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>



Exhibit 2.1
FrameWaves, Inc.
10-KSB

              AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization ("the Agreement"),
dated as of the 27th day of December, 2000, by and between
FrameWaves, a Nevada corporation ("FrameWaves") and Corners,
Inc., a Nevada corporation, ("Corners") and the shareholders of
Corners ("Shareholders"), with reference to the following:

          A.  FrameWaves is a Nevada corporation organized on
     December 23, 1985.  FrameWaves has authorized capital stock
     of 100,000,000 shares of common stock, $.001 par value, of
     which 208,569 shares are issued and outstanding and
     10,000,000 shares of preferred stock, $.001 par value, of
     which no shares are issued and outstanding.

          B.  Corners, Inc. is a privately held corporation
     organized under the laws of the State of Nevada on November
     17, 1998.  Corners has authorized capital stock of
     50,000,000 shares of common stock, $.001 par value, of which
     1,500 shares are issued and outstanding.

          C.  The respective Boards of Directors of FrameWaves
     and Corners have deemed it advisable and in the best
     interests of FrameWaves and Corners that FrameWaves acquire
     Corners, pursuant to the terms and conditions set forth in
     this Agreement.

          D.  FrameWaves and Corners propose to enter into this
     Agreement which provides that FrameWaves shall acquire all
     of the outstanding shares of Corners, in exchange for
     1,000,000 shares of FrameWaves restricted common stock.

          E.  The parties desire the transaction to qualify as a
     tax-free reorganization under Section 368 (a)(1)(B) of the
     Internal Revenue Code of 1986, as amended.

     NOW, THEREFORE, the parties hereto agree as follows:

                            ARTICLE 1
                         THE ACQUISITION

1.01  At the Closing, a total of 1,500 common shares, which
represents all of the outstanding shares of Corners shall be
acquired by FrameWaves in exchange for 1,000,000 restricted
common shares of FrameWaves.  The shares of FrameWaves to be
issued in this transaction shall be issued as set forth in
Exhibit A to this Agreement.

1.02  At the Closing, Corners will cause it's shareholders to
deliver certificates for the outstanding shares of Corners, duly
endorsed so as to make FrameWaves the sole holder thereof, free
and clear of all claims and encumbrances and FrameWaves shall
deliver a transmittal letter directed to the transfer agent of
FrameWaves directing the issuance of shares to the shareholders
of Corners as set forth on Exhibit A of this Agreement.

                            E-1
<PAGE>

1.03  Following the reorganization there will be a total of
1,208,569 shares, $.001 par value, issued and outstanding in
FrameWaves.

1.04  Following the reorganization, Corners will be a wholly owned
subsidiary of FrameWaves.

                            ARTICLE 2
                           THE CLOSING

2.01  The consummation of the transactions contemplated by
this Agreement (the "Closing") shall take place at Interwest
Transfer Company, 1981 East 4800 South, Suite 100, Salt Lake
City, Utah, 84117 on or before December 27, 2000, (the "Closing
Date") or at such other place or date and time as may be agreed
to in writing by the parties hereto.

                            ARTICLE 3
       REPRESENTATIONS AND WARRANTIES OF FRAMEWAVES, INC.

     FrameWaves hereby represents and warrants to Corners as
follows:

3.01  FrameWaves shall deliver to Corners, on or before
Closing, each of the following:

          (a) Financial Statements.  Unaudited financial
     statements of FrameWaves including, but not limited to,
     balance sheets and profit and loss statements for the
     periods ending November 30, 2000, and December 31, 1999,
     prepared in accordance with generally accepted accounting
     principles and which fairly present the financial condition
     of FrameWaves at the dates thereof.  (Schedule A)

          (b) Property.  An accurate list and description of all
     property, real or personal, owned by FrameWaves of a value
     equal to or greater than $1,000.  (Schedule B.)

          (c) Liens and Liabilities.  A complete and accurate
     list of all material liens, encumbrances, easements,
     security interests or similar interests in or on any of the
     assets listed on Schedule A.  (Schedule C.)  A complete and
     accurate list of all debts, liabilities and obligations of
     FrameWaves incurred or owing as of the date of this
     Agreement.  (Schedule C.1.)

          (d) Leases and Contracts.  A complete and accurate list
     describing all material terms of each lease (whether of real
     or personal property) and each contract, promissory note,
     mortgage, license, franchise, or other written agreement to
     which FrameWaves is a party which involves or can reasonably
     be expected to involve aggregate future payments or receipts
     by FrameWaves (whether by the terms of such lease, contract,
     promissory note, license, franchise or other written
     agreement or as a result of a guarantee of the payment of or
     indemnity against the failure to pay same) of $1,000 or more
     annually during the twelve-month period ending December 31,
     2000, or any consecutive

                               E-2

<PAGE>

     twelve-month period thereafter, except any of said
     instruments which terminate or are cancelable without
     penalty during such twelve-month period.  (Schedule D.)

          (e) Loan Agreements.  Complete and accurate copies of
     all loan agreements and other documents with respect to
     obligations of FrameWaves for the repayment of borrowed
     money.  (Schedule E.)

          (f) Consents Required.  A complete list of all
     agreements wherein consent to the transaction herein
     contemplated is required to avoid a default thereunder; or
     where notice of such transaction is required at or
     subsequent to closing, or where consent to an acquisition,
     consolidation, or sale of all or substantially all of the
     assets is required to avoid a default thereunder.  (Schedule F.)

          (g) Articles and Bylaws.  Complete and accurate copies
     of the Certificate and Articles of Incorporation and Bylaws
     of FrameWaves together with all amendments thereto to the
     date hereof.  (Schedule G.)

          (h) Shareholders.  A complete list of all persons or
     entities holding capital stock of FrameWaves or any rights
     to subscribe for, acquire, or receive shares of the capital
     stock of FrameWaves (whether warrants, calls, options, or
     conversion rights), including copies of all stock option
     plans whether qualified or nonqualified, and other similar
     agreements.  (Schedule H.)

          (i) Officers and Directors.  A complete and current
     list of all officers and directors of FrameWaves.  (Schedule I.)

          (j) Salary Schedule.  A complete and accurate list (in
     all material respects) of the names and the current salary
     rate for each present employee of FrameWaves who received
     $1,000 or more in aggregate compensation from FrameWaves
     whether in salary, bonus or otherwise, during the year 1999,
     or who is presently scheduled to receive from FrameWaves a
     salary in excess of $1,000 during the year ending December
     31, 2000, including in each case the amount of compensation
     received or scheduled to be received, and a schedule of the
     hourly rates of all other employees listed according to
     departments.  (Schedule J.)

          (k) Litigation.  A complete and accurate list (in all
     material respects) of all material civil, criminal,
     administrative, arbitration or other such proceedings or
     investigations (including without limitations unfair labor
     practice matters, labor organization activities,
     environmental matters and civil rights violations) pending
     or, to the knowledge of FrameWaves threatened, which may
     materially and adversely affect FrameWaves.  (Schedule K.)

          (l) Tax Returns.  Accurate copies of all Federal and
     State tax returns for FrameWaves for the last fiscal year.
     (Schedule L.)

                               E-3
<PAGE>


          (m) Agency Reports.  Copies of all material reports or
     filings (and a list of the categories of reports or filings
     made on a regular basis) made by FrameWaves under ERISA,
     EEOC, FDA and all other governmental agencies (federal,
     state or local) during the last fiscal year.  (Schedule M.)

          (n) Banks.  A true and complete list (in all material
     respects), as of the date of this Agreement, showing (1) the
     name of each bank in which FrameWaves has an account or safe
     deposit box, and (2) the names and addresses of all
     signatories.  (Schedule N.)

          (o) Jurisdictions Where Qualified.  A list of all
     jurisdictions wherein FrameWaves is qualified to do business
     and is in good standing.  (Schedule O.)

          (p) Subsidiaries.  A complete list of all subsidiaries
     of FrameWaves.  (Schedule P.) The term "Subsidiary" or
     "Subsidiaries" shall include corporations, unincorporated
     associations, partnerships, joint ventures, or similar
     entities in which FrameWaves has an interest, direct or
     indirect.

          (q) Union Matters.  An accurate list and description
     (in all material respects) of all union contracts and
     collective bargaining agreements of FrameWaves, if any.
     (Schedule Q.)

          (r) Employee and Consultant Contracts.  A complete and
     accurate list of all employee and consultant contracts which
     FrameWaves may have, other than those listed in the schedule
     on Union Matters.  (Schedule R.)

          (s) Employee Benefit Plans.  Complete and accurate
     copies of all salary, stock options, bonus, incentive
     compensation, deferred compensation, profit sharing,
     retirement, pension, group insurance, disability, death
     benefit or other benefit plans, trust agreements or
     arrangements of FrameWaves in effect on the date hereof or
     to become effective after the date thereof, together with
     copies of any determination letters issued by the Internal
     Revenue Service with respect thereto.  (Schedule S.)

          (t) Insurance Policies.  A complete and accurate list
     (in all material respects) and a description of all material
     insurance policies naming FrameWaves as an insured or
     beneficiary or as a loss payable payee or for which
     FrameWaves has paid all or part of the premium in force on
     the date hereof, specifying any notice or other information
     possessed by FrameWaves regarding possible claims
     thereunder, cancellation thereof or premium increases
     thereon, including any policies now in effect naming
     FrameWaves as beneficiary covering the business activities
     of FrameWaves.  (Schedule T.)

          (u) Customers.  A complete and accurate list (in all
     material respects) of the customers of FrameWaves, including
     presently effective contracts of FrameWaves to be assigned
     to FrameWaves, accounting for the principle revenues of
     FrameWaves,
                               E-4
<PAGE>

      indicating the dollar amounts of gross income of each such
     customer for the current period.  (Schedule U.)

          (v) Licenses and Permits.  A complete list of all
     licenses, permits and other authorizations of FrameWaves.
     (Schedule V.)

3.02  Organization, Standing and Power.  FrameWaves is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada with all requisite
corporate power to own or lease its properties and carry on its
businesses as are now being conducted.

3.03  Qualification.  FrameWaves is duly qualified and is licensed
as a foreign corporation authorized to do business in each
jurisdiction wherein it conducts its business operations.  Such
jurisdictions, which are the only jurisdictions in which
FrameWaves is duly qualified and licensed as a foreign
corporation, are shown in Schedule O.

3.04  Capitalization of FrameWaves.  The authorized capital stock
of FrameWaves consists of 100,000,000 shares of Common Stock,
$.001 par value, of which 208,569 shares are currently issued and
outstanding and 10,000,000 shares of Preferred Stock, $.001 par
value, of which no shares are currently issued and outstanding.
There are no preemptive rights with respect to the FrameWaves
stock.

3.05  Authority.  The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate actions, including but
not limited to duly and validly authorized action and approval by
the Board of Directors, on the part of FrameWaves.  This
Agreement constitutes the valid and binding obligation of
FrameWaves enforceable against it in accordance with its terms,
subject to the principles of equity applicable to the
availability of the remedy of specific performance.  This
Agreement has been duly executed by FrameWaves and the execution
and delivery of this Agreement and the consummation of the
transactions contemplated by this Agreement shall not result in
any breach of any terms or provisions of FrameWaves' Certificate
and Articles of Incorporation or Bylaws or of any other
agreement, court order or instrument to which FrameWaves is a
party or bound by.

3.06  Absence of Undisclosed Liabilities.  FrameWaves has no
material liabilities of any nature, whether fixed, absolute,
contingent or accrued, which were not reflected on the financial
statements set forth in Schedule A or otherwise disclosed in this
Agreement or any of the Schedules or Exhibits attached hereto.

3.07  Absence of Changes.  Since November 30, 2000, there has not
been any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of
FrameWaves, except for changes resulting from completion of those
transactions described in Section 5.01.

                               E-5
<PAGE>


3.08  Tax Matters.  All taxes and other assessments and levies
which FrameWaves is required by law to withhold or to collect
have been duly withheld and collected, and have been paid over to
the proper government authorities or are held by FrameWaves in
separate bank accounts for such payment or are represented by
depository receipts, and all such withholdings and collections
and all other payments due in connection therewith (including,
without limitation, employment taxes, both the employee's and
employer's share) have been paid over to the government or placed
in a separate and segregated bank account for such purpose.
There are no known deficiencies in income taxes for any periods
and further, the representations and warranties as to absence of
undisclosed liabilities contained in Section 3.06 includes any
and all tax liabilities of whatsoever kind or nature (including,
without limitation, all federal, state, local and foreign income,
profit, franchise, sales, use and property taxes) due or to
become due, incurred in respect of or measured by FrameWaves
income or business prior to the Closing Date.

3.09  Options, Warrants, etc.  Except as otherwise described in
Schedule H, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which FrameWaves or
its shareholders are a party or by which FrameWaves or its
shareholders are bound, or are a party, calling for the issuance
of shares of capital stock of FrameWaves or any securities
representing the right to purchase or otherwise receive any such
capital stock of FrameWaves.

3.10  Title to Assets.  Except for liens set forth in Schedule C,
FrameWaves is the sole unconditional owner of, with good and
marketable title to, all assets listed in the schedules as owned
by it and all other property and assets are free and clear of all
mortgages, liens, pledges, charges or encumbrances of any nature
whatsoever.

3.11  Agreements in Force and Effect.  Except as set forth in
Schedules D and E, all material contracts, agreements, plans,
promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which FrameWaves is a party
are valid and in full force and effect on the date hereof, and
FrameWaves has not breached any material provision of, and is not
in default in any material respect under the terms of, any such
contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or
default would have a material adverse effect upon the business,
operations or financial condition of FrameWaves.

3.12  Legal Proceedings, Etc.  Except as set forth in Schedule K,
there are no civil, criminal, administrative, arbitration or
other such proceedings or investigations pending or, to the
knowledge of either FrameWaves or the shareholders thereof,
threatened, in which, individually or in the aggregate, an
adverse determination would materially and adversely affect the
assets, properties, business or income of FrameWaves.  FrameWaves
has substantially complied with, and is not in default in any
material respect under, any laws, ordinances, requirements,
regulations or orders applicable to its businesses.

3.13  Governmental Regulation.  To the knowledge of FrameWaves and
except as set forth in Schedule K, FrameWaves is not in violation
of or in default with respect to any applicable law or

                               E-6
<PAGE>

any applicable rule, regulation, order, writ or decree of any
court or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business,
operations or financial condition of FrameWaves.

3.14  Brokers and Finders.  FrameWaves shall be solely responsible
for payment to any broker or finder retained by FrameWaves for
any brokerage fees, commissions or finders' fees in connection
with the transactions contemplated herein.

3.15  Accuracy of Information.  No representation or warranty by
FrameWaves contained in this Agreement and no statement contained
in any certificate or other instrument delivered or to be
delivered to Corners pursuant hereto or in connection with the
transactions contemplated hereby (including without limitation
all Schedules and exhibits hereto) contains or will contain any
untrue statement of material fact or omits or will omit to state
any material fact necessary in order to make the statements
contained herein or therein not misleading.

3.16  Subsidiaries.  Except as listed in Schedule P, FrameWaves
does not have any other subsidiaries or own capital stock
representing ten percent (10%) or more of the issued and
outstanding stock of any other corporation.

3.17  Consents.  Except as listed in Schedule F, no consent or
approval of, or registration, qualification or filing with, any
governmental authority or other person is required to be obtained
or accomplished by FrameWaves or any shareholder thereof in
connection with the consummation of the transactions contemplated
hereby.

3.18  Improper Payments.  Neither FrameWaves, nor any person
acting on behalf of FrameWaves has made any payment or otherwise
transmitted anything of value, directly or indirectly, to (a) any
official or any government or agency or political subdivision
thereof for the purpose of influencing any decision affecting the
business of FrameWaves (b) any customer, supplier or competitor
of FrameWaves or employee of such customer, supplier or
competitor, for the purpose of obtaining, retaining or directing
business for FrameWaves or (c) any political party or any
candidate for elective political office nor has any fund or other
asset of FrameWaves been maintained that was not fully and
accurately recorded on the books of account of FrameWaves.

3.19  Copies of Documents.  FrameWaves has made available for
inspection and copying by Corners and its duly authorized
representatives, and will continue to do so at all times, true
and correct copies of all documents which it has filed with the
Securities and Exchange Commission and all other governmental
agencies which are material to the terms and conditions contained
in this Agreement.  Furthermore, all filings by FrameWaves with
the Securities and Exchange Commission, and all other
governmental agencies, including but not limited to the Internal
Revenue Service, have contained information which is true and
correct, to the best knowledge of the Board of Directors of
FrameWaves, in all material respects and did not contain any
untrue

                               E-7
<PAGE>

statement of a material fact or omit to state any material fact
necessary to make the statements made therein not misleading or
which could have any material adverse effect upon the financial
condition or operations of FrameWaves or adversely effect the
objectives of this Agreement with respect to Corners including,
but not limited to, the issuance and subsequent trading of the
shares of common stock of FrameWaves to be received hereby,
subject to compliance by the shareholders of Corners with
applicable law.

                            ARTICLE 4
         REPRESENTATIONS AND WARRANTIES OF CORNERS, INC.

     Corners hereby represents and warrants to FrameWaves as
follows:

4.01  Corners shall deliver to FrameWaves, on or before Closing,
the following:

          (a) Financial Statements.  Unaudited financial
     statements of Corners including, but not limited to, balance
     sheets and profit and loss statements for the periods ending
     November 30, 2000, and December 31, 1999, prepared in
     accordance with generally accepted accounting principles and
     which fairly present the financial condition of Corners at
     the dates thereof.  (Schedule AA)

          (b) Property.  An accurate list and description of all
     property, real or personal owned by Corners of a value equal
     to or greater than $1,000.  (Schedule BB)

          (c) Liens and Liabilities.  A complete and accurate
     list of all material liens, encumbrances, easements,
     security interests or similar interests in or on any of the
     assets listed on Schedule AA.  (Schedule CC.)  A complete
     and accurate list of all debts, liabilities and obligations
     of Corners incurred or owing as of the date of this
     Agreement.  (Schedule CC.1.)

          (d) Leases and Contracts.  A complete and accurate list
     describing all material terms of material leases (whether of
     real or personal property) and each contract, promissory
     note, mortgage, license, franchise, or other written
     agreement to which Corners is a party which involves or can
     reasonably be expected to involve aggregate future payments
     or receipts by Corners (whether by the terms of such lease,
     contract, promissory note, license, franchise or other
     written agreement or as a result of a guarantee of the
     payment of or indemnity against the failure to pay same) of
     $1,000 or more annually during the twelve-month period
     ending December 31, 2000 or any consecutive twelve-month
     period thereafter, except any of said instruments which
     terminate or are cancelable without penalty during such
     twelve-month period.  (Schedule DD.)

          (e) Loan Agreements.  Complete and accurate copies of
     all loan agreements and other documents with respect to
     obligations of Corners for the repayment of borrowed money.
     (Schedule EE.)

                               E-8
<PAGE>


          (f) Consents Required.  A complete list of all
     agreements wherein consent to the transaction herein
     contemplated is required to avoid a default thereunder; or
     where notice of such transaction is required at or
     subsequent to closing, or where consent to an acquisition,
     consolidation, or sale of all or substantially all of the
     assets is required to avoid a default thereunder.  (Schedule
     FF.)

          (g) Articles and Bylaws.  Complete and accurate copies
     of the Articles of Incorporation and Bylaws of Corners,
     together with all amendments thereto to the date hereof.
     (Schedule GG.)

          (h) Shareholders.  A complete list of all persons or
     entities holding capital stock of Corners or any rights to
     subscribe for, acquire, or receive shares of the capital
     stock of Corners (whether warrants, calls, options, or
     conversion rights), including copies of all stock option
     plans whether qualified or nonqualified, and other similar
     agreements.  (Schedule HH.)

          (i) Officers and Directors.  A complete and current
     list of all officers and directors of Corners.  (Schedule
     II.)

          (j) Salary Schedule.  A complete and accurate list (in
     all material respects) of the names and the current salary
     rate or each present employee of Corners who received $1,000
     or more in aggregate compensation from Corners whether in
     salary, bonus or otherwise, during the year 1999, or who is
     presently scheduled to receive from Corners a salary in
     excess of $1,000 during the year ending December 31, 2000,
     including in each case the amount of compensation received
     or scheduled to be received, and a schedule of the hourly
     rates of all other employees listed according to
     departments.  (Schedule JJ.)

          (k) Litigation.  A complete and accurate list (in all
     material respects) of all material civil, criminal,
     administrative, arbitration or other such proceedings or
     investigations (including without limitations unfair labor
     practice matters, labor organization activities,
     environmental matters and civil rights violations) pending
     or, to the knowledge of Corners threatened, which may
     materially and adversely affect Corners.  (Schedule KK.)

          (l) Tax Returns.  Accurate copies of all Federal and
     State tax returns for Corners, if any.  (Schedule LL.)

          (m) Agency Reports.  Copies of all material reports or
     filings (and a list of the categories of reports or filings
     made on a regular basis) made by Corners under ERISA, EEOC,
     FDA and all other governmental agencies (federal, state or
     local).  (Schedule MM.)

                               E-9
<PAGE>

          (n) A true and complete list (in all material
     respects), as of the date of this Agreement, showing (1) the
     name of each bank in which Corners has an account or safe
     deposit box, and (2) the names and addresses of all
     signatories.  (Schedule NN.)

          (o) Jurisdictions Where Qualified.  A list of all
     jurisdictions wherein Corners is qualified to do business
     and is in good standing.  (Schedule OO.)

          (p) Subsidiaries.  A complete list of all subsidiaries
     of Corners.  (Schedule PP.) The term "Subsidiary" or
     "Subsidiaries" shall include corporations, unincorporated
     associations, partnerships, joint ventures, or similar
     entities in which Corners has an interest, direct or
     indirect.

          (q) Union Matters.  An accurate list and description
     (in all material respects of union contracts and collective
     bargaining agreements of Corners, if any.  (Schedule QQ.)

          (r) Employee and Consultant Contracts.  A complete and
     accurate list of all employee and consultant contracts which
     Corners may have, other than those listed in the schedule on
     Union Matters.  (Schedule RR.)

          (s) Employee Benefit Plans.  Complete and accurate
     copies of all salary, stock option, bonus, incentive
     compensation, deferred compensation, profit sharing,
     retirement, pension, group insurance, disability, death
     benefit or other benefit plans, trust agreements or
     arrangements of Corners in effect on the date hereof or to
     become effective after the date thereof, together with
     copies of any determination letters issued by the Internal
     Revenue Service with respect thereto.  (Schedule SS.)

          (t) Insurance Policies.  A complete and accurate list
     (in all material respects) and description of all material
     insurance policies naming Corners as an insured or
     beneficiary or as a loss payable payee or for which Corners
     has paid all or part of the premium in force on the date
     hereof, specifying any notice or other information possessed
     by Corners regarding possible claims thereunder,
     cancellation thereof or premium increases thereon, including
     any policies now in effect naming Corners as beneficiary
     covering the business activities of Corners.  (Schedule TT.)

          (u) Customers.  A complete and accurate list (in all
     material respects) of the customers of Corners, including
     all presently effective contracts of Corners to be assigned
     to Corners, accounting for the principle revenues of
     Corners, indicating the dollar amounts of gross revenues of
     each such customer for the current period.  (Schedule UU.)

          (v) Licenses and Permits.  A complete list of all
     licenses, permits and other authorizations of Corners.
     (Schedule VV.)

4.02  Organization, Standing and Power.  Corners is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Nevada, under the name of Corners, Inc.,
with all requisite corporate power to own or lease its properties
and carry on its business as is now being conducted.

                              E-10
<PAGE>


4.03  Qualification.  Corners is duly qualified and licensed as a
foreign corporation authorized to do business in each
jurisdiction wherein it conducts business operations.  Such
jurisdictions, which are the only jurisdictions in which Corners
is duly qualified and licensed as a foreign corporation, is shown
in Schedule OO.

4.04  Capitalization of Corners.  The authorized capital stock of
Corners consists of 50,000,000 shares of Common Stock, $.001 par
value, of which the only shares issued and outstanding are 1,500
shares issued to the shareholders listed on Schedule HH, which
shares were duly authorized, validly issued and fully paid and
nonassessable.  There are no preemptive rights with respect to
the Corners stock.

4.05  Authority.  The execution and delivery of this Agreement and
consummation of the transactions contemplated herein have been
duly authorized by all necessary corporate action, including but
not limited to duly and validly authorized action and approval by
the Board of Directors, on the part of Corners.  This Agreement
constitutes the valid and binding obligation of Corners,
enforceable against it in accordance with its terms, subject to
the principles of equity applicable to the availability of the
remedy of specific performance.  This Agreement has been duly
executed by Corners and the execution and delivery of this
Agreement and the consummation of the transactions contemplated
by this Agreement shall not result in any breach of any terms or
provisions of Corners 's Articles of Incorporation or Bylaws or
of any other agreement, court order or instrument to which
Corners is a party or bound.

4.06  Absence of Undisclosed Liabilities.  Corners has no material
liabilities of any nature, whether fixed, absolute, contingent or
accrued, which were not reflected on the financial statements set
forth in Schedule AA or otherwise disclosed in this Agreement or
any of the Schedules or Exhibits attached hereto.

4.07  Absence of Changes.  Since its inception, there has not been
any material adverse change in the condition (financial or
otherwise), assets, liabilities, earnings or business of Corners,
except for changes resulting from completion of those
transactions described in Section 5.02.

4.08  Tax Matters.  All taxes and other assessments and levies
which Corners is required by law to withhold or to collect have
been duly withheld and collected, and have been paid over to the
proper government authorities or are held by Corners in separate
bank accounts for such payment or are represented by depository
receipts, and all such withholdings and collections and all other
payments due in connection therewith (including, without
limitation, employment taxes, both the employee's and employer's
share) have been paid over to the government or placed in a
separate and segregated bank account for such purpose.  There are
no known deficiencies in income taxes for any periods and
further, the representations and warranties as to absence of
undisclosed liabilities contained in Section 4.06 includes any
and all tax liabilities of whatsoever kind or nature (including,
without limitation, all federal, state, local and foreign income,
profit,

                              E-11
<PAGE>

franchise, sales, use and property taxes) due or to become due,
incurred in respect of or measured by Corners income or business
prior to the Closing Date.

4.09  Options, Warrants, etc.  Except as otherwise described in
Schedule HH, there are no outstanding options, warrants, calls,
commitments or agreements of any character to which Corners or
its shareholders are a party or by which Corners or its
shareholders are bound, or are a party, calling for the issuance
of shares of capital stock of Corners or any securities
representing the right to purchase or otherwise receive any such
capital stock of Corners.

4.10  Title to Assets.  Except for liens set forth in Schedule CC,
Corners is the sole and unconditional owner of, with good and
marketable title to, all the assets and patents listed in the
schedules as owned by them and all other property and assets are
free and clear of all mortgages, liens, pledges, charges or
encumbrances of any nature whatsoever.

4.11  Agreements in Force and Effect.  Except as set forth in
Schedules DD and EE, all material contracts, agreements, plans,
promissory notes, mortgages, leases, policies, licenses,
franchises or similar instruments to which Corners is a party are
valid and in full force and effect on the date hereof, and
Corners has not breached any material provision of, and is not in
default in any material respect under the terms of, any such
contract, agreement, plan, promissory note, mortgage, lease,
policy, license, franchise or similar instrument which breach or
default would have a material adverse effect upon the business,
operations or financial condition of Corners.

4.12  Legal Proceedings, Etc.  Except as set forth in Schedule KK,
there are no civil, criminal, administrative, arbitration or
other such proceedings or investigations pending or, to the
knowledge of Corners, threatened, in which, individually or in
the aggregate, an adverse determination would materially and
adversely affect the assets, properties, business or income of
Corners.  Corners has substantially complied with, and is not in
default in any material respect under, any laws, ordinances,
requirements, regulations or orders applicable to its businesses.

4.13  Governmental Regulation.  To the knowledge of Corners and
except as set forth in Schedule KK, Corners is not in violation
of or in default with respect to any applicable law or any
applicable rule, regulation, order, writ or decree of any court
or any governmental commission, board, bureau, agency or
instrumentality, or delinquent with respect to any report
required to be filed with any governmental commission, board,
bureau, agency or instrumentality which violation or default
could have a material adverse effect upon the business,
operations or financial condition of Corners.

4.14  Broker and Finders.  Corners shall be solely responsible for
payment to any broker or finder retained by Corners for any
brokerage fees, commissions or finders' fees in connection with
the transactions contemplated herein.

4.15  Accuracy of Information.  No representation or warranty by
Corners contained in this Agreement and no statement contained in
any certificate or other instrument delivered or to be delivered
to FrameWaves pursuant hereto or in connection with the
transactions contemplated

                              E-12
<PAGE>

hereby (including without limitation all Schedules and Exhibits
hereto) contains or will contain any untrue statement of a
material fact or omits or will omit to state any material fact
necessary in order to make the statements contained herein or
therein not misleading.

4.16  Subsidiaries.  Except as listed in Schedule PP, Corners does
not have any other subsidiaries or own capital stock representing
ten percent (10%) or more of the issued and outstanding stock of
any other corporation.

4.17  Consents.  Except as listed in Schedule FF, no consent or
approval of, or registration, qualification or filing with, any
other governmental authority or other person is required to be
obtained or accomplished by Corners or any shareholder thereof,
in connection with the consummation of the transactions
contemplated hereby.

4.18  Improper Payments.  No person acting on behalf of Corners
has made any payment or otherwise transmitted anything of value,
directly or indirectly, to (a) any official or any government or
agency or political subdivision thereof for the purpose of
influencing any decision affecting the business of Corners, or
(b) any political party or any candidate for elective political
office, nor has any fund or other asset of Corners been
maintained that was not fully and accurately recorded on the
books of account of Corners.

4.19  Copies of Documents.  Corners has made available for
inspection and copying by FrameWaves and its duly authorized
representatives, and will continue to do so at all times, true
and correct copies of all documents which it has filed with any
governmental agencies which are material to the terms and
conditions contained in this Agreement.  Furthermore, all filings
by Corners with governmental agencies, including but not limited
to the Internal Revenue Service, have contained information which
is true and correct in all material respects and did not contain
any untrue statement of a material fact or omit to state any
material fact necessary to make the statements made therein not
misleading or which could have any material adverse effect upon
the financial condition or operations of Corners or adversely
affect the objectives of this Agreement.

4.20  Investment Intent of Shareholders.  Each shareholder of
Corners represents and warrants to FrameWaves that the shares of
FrameWaves being acquired pursuant to this Agreement are being
acquired for his own account and for investment and not with a
view to the public resale or distribution of such shares and
further acknowledges that the shares being issued have not been
registered under the Securities Act and are "restricted
securities" as that term is defined in Rule 144 promulgated under
the Securities Act and must be held indefinitely unless they are
subsequently registered under the Securities Act or an exemption
from such registration is available.

                              E-13
<PAGE>



                            ARTICLE 5
              CONDUCT AND TRANSACTIONS PRIOR TO THE
                EFFECTIVE TIME OF THE ACQUISITION

5.01  Conduct and Transactions of FrameWaves.  During the period
from the date hereof to the date of Closing, FrameWaves shall:

          (a) Conduct its operations in the ordinary course of
     business, including but not limited to, paying all
     obligations as they mature, complying with all applicable
     tax laws, filing all tax returns required to be filed and
     paying all taxes due;

          (b) Maintain its records and books of account in a
     manner that fairly and correctly reflects its income,
     expenses, assets and liabilities.

     FrameWaves shall not during such period, except in the
ordinary course of business, without the prior written consent of
Corners:

          (c) Except as otherwise contemplated or required by
     this Agreement, sell, dispose of or encumber any of its
     properties or assets;

          (d) Except as set forth in paragraph 5.01(c) above,
     declare or pay any dividends on shares of its capital stock
     or make any other distribution of assets to the holders
     thereof;

          (e) Except as set forth in paragraph 5.01(d) above,
     issue, reissue or sell, or issue options or rights to
     subscribe to, or enter into any contract or commitment to
     issue, reissue or sell, any shares of its capital stock or
     acquire or agree to acquire any shares of its capital stock;

          (f) Except as otherwise contemplated and required by
     this Agreement, amend its Articles of Incorporation or merge
     or consolidate with or into any other corporation or sell
     all or substantially all of its assets or change in any
     manner the rights of its capital stock or other securities;

          (g) Except as contemplated or required by this
     Agreement, pay or incur any obligation or liability, direct
     or contingent, of more than $1,000;

          (h) Incur any indebtedness for borrowed money, assume,
     guarantee, endorse or otherwise become responsible for
     obligations of any other party, or make loans or advances to
     any other party;

          (i) Make any material change in its insurance coverage;

                              E-14
<PAGE>


          (j) Increase in any manner the compensation, direct or
     indirect, of any of its officers or executive employees;
     except in accordance with existing employment contracts;

          (k) Enter into any agreement or make any commitment to
     any labor union or organization;

          (l) Make any capital expenditures.

5.02 Conduct and Transactions of Corners.  During the period from
the date hereof to the date of Closing, Corners shall:

          (a) Obtain an investment letter from each shareholder
     of Corners in a form substantially like that attached hereto
     as Exhibit B;

          (b) Conduct the operations of Corners in the ordinary
     course of business.

     Corners shall not during such period, except in the ordinary
course of business, without the prior written consent of
FrameWaves:

          (c) Except as otherwise contemplated or required by
     this Agreement, sell, dispose of or encumber any of the
     properties or assets of Corners;

          (d) Declare or pay any dividends on shares of its
     capital stock or make any other distribution of assets to
     the holders thereof;

          (e) Issue, reissue or sell, or issue options or rights
     to subscribe to, or enter into any contract or commitment to
     issue, reissue or sell, any shares of its capital stock or
     acquire or agree to acquire any shares of its capital stock;

          (f) Except as otherwise contemplated and required by
     this Agreement, amend its Articles of Incorporation or merge
     or consolidate with or into any other corporation or sell
     all or substantially all of its assets or change in any
     manner the rights of its capital stock or other securities;

          (g) Except as otherwise contemplated and required by
     this Agreement, pay or incur any obligation or liability,
     direct or contingent, of more than $1,000;

          (h) Incur any indebtedness for borrowed money, assume,
     guarantee, endorse or otherwise become responsible for
     obligations of any other party, or make loans or advances to
     any other party;

          (i) Make any material change in its insurance coverage;

                              E-15
<PAGE>


          (j) Increase in any manner the compensation, direct or
     indirect, of any of its officers or executive employees;
     except in accordance with existing employment contracts;

          (k) Enter into any agreement or make any commitment to
     any labor union or organization;

          (l) Make any material capital expenditures.

          (m) Allow any of the foregoing actions to be taken by
     any subsidiary of Corners.

                            ARTICLE 6
                      RIGHTS OF INSPECTION

6.01  During the period from the date of this Agreement to the
date of Closing of the acquisition, FrameWaves and Corners agree
to use their best efforts to give the other party, including its
representatives and agents, full access to the premises, books
and records of each of the entities, and to furnish the other
with such financial and operating data and other information
including, but not limited to, copies of all legal documents and
instruments referred to on any schedule or exhibit hereto, with
respect to the business and properties of FrameWaves or Corners,
as the case may be, as the other shall from time to time request;
provided, however, if there are any such investigations: (1) they
shall be conducted in such manner as not to unreasonably
interfere with the operation of the business of the other parties
and (2) such right of inspection shall not affect in any way
whatsoever any of the representations or warranties given by the
respective parties hereunder.  In the event of termination of
this Agreement, FrameWaves and Corners will each return to the
other all documents, work papers and other materials obtained
from the other party in connection with the transactions
contemplated hereby, and will take such other steps necessary to
protect the confidentiality of such material.

                            ARTICLE 7
                      CONDITIONS TO CLOSING

7.01  Conditions to Obligations of Corners.  The obligation of
Corners to perform this Agreement is subject to the satisfaction
of Corners to the following conditions precedents, to be
performed by FrameWaves, on or before the Closing unless waived
in writing by Corners.

          (a) Representations and Warranties.  There shall be no
     information disclosed in the schedules delivered by
     FrameWaves which in the opinion of Corners would materially
     adversely affect the proposed transaction and intent of the
     parties as set forth in this Agreement.  The representations
     and warranties of FrameWaves set forth in Article 3 hereof
     shall be true and correct in all material respects as of the
     date of this Agreement and as of the Closing as though made
     on and as of the Closing, except as otherwise permitted by
     this Agreement.

                              E-16
<PAGE>


          (b) Performance of Obligations.  FrameWaves shall have
     in all material respects performed all agreements required
     to be performed by it under this Agreement and shall have
     performed in all material respects any actions contemplated
     by this Agreement prior to or on the Closing and FrameWaves
     shall have complied in all material respects with the course
     of conduct required by this Agreement.

          (c) Corporate Action.  FrameWaves shall have furnished
     minutes, certified copies of corporate resolutions and/or
     other documentary evidence satisfactory to counsel for
     Corners that FrameWaves has submitted with this Agreement
     and any other documents required hereby to such parties for
     approval as provided by applicable law.

          (d) Consents.  Execution of this Agreement by the
     shareholders of Corners and any consents necessary for or
     approval of any party listed on any Schedule delivered by
     FrameWaves whose consent or approval is required pursuant
     thereto shall have been obtained.

          (e) Financial Statements.  Corners shall have been
     furnished with unaudited financial statements of FrameWaves
     including, but not limited to, balance sheets and profit and
     loss statements for the periods that ended December 31, 1999
     and November 30, 2000, prepared in accordance with generally
     accepted accounting principles and which fairly present the
     financial condition of FrameWaves at the dates thereof.

          (f) Statutory Requirements.  All statutory requirements
     for the valid consummation by FrameWaves of the transactions
     contemplated by this Agreement shall have been fulfilled.

          (g) Governmental Approval.  All authorizations,
     consents, approvals, permits and orders of all federal and
     state governmental agencies required to be obtained by
     FrameWaves for consummation of the transactions contemplated
     by this Agreement shall have been obtained.

          (h) Changes in Financial Condition of FrameWaves.
     There shall not have occurred any material adverse change in
     the financial condition or in the operations of the business
     of FrameWaves, except expenditures in furtherance of this
     Agreement.

          (i) Absence of Pending Litigation.  FrameWaves is not
     engaged in or threatened with any suit, action, or legal,
     administrative or other proceedings or governmental
     investigations pertaining to this Agreement or the
     consummation of the transactions contemplated hereunder.

          (j) Authorization for Issuance of Stock.  Corners shall
     have received in form and substance satisfactory to counsel
     for Corners a letter instructing and authorizing the
     Registrar and Transfer Agent for the shares of common stock
     of FrameWaves to issue stock certificates representing
     ownership of FrameWaves common stock to Corners

                              E-17
<PAGE>

     shareholders in accordance with the terms of this Agreement
     and a letter from said Registrar and Transfer Agent
     acknowledging receipt of the letter of instruction and
     stating to the effect that the Registrar and Transfer Agent
     holds adequate supplies of stock certificates necessary to
     comply with the letter of instruction and the terms and
     conditions of this Agreement.

7.02  Conditions to Obligations of FrameWaves.  The obligation of
FrameWaves to perform this Agreement is subject to the
satisfaction of FrameWaves to the following condition precedents,
to be performed by Corners, on or before the Closing unless
waived in writing by FrameWaves.

          (a) Representations and Warranties.  There shall be no
     information disclosed in the schedules delivered by Corners,
     which in the opinion of FrameWaves, would materially
     adversely affect the proposed transaction and intent of the
     parties as set forth in this Agreement.  The representations
     and warranties of Corners set forth in Article 4 hereof
     shall be true and correct in all material respects as of the
     date of this Agreement and as of the Closing as though made
     on and as of the Closing, except as otherwise permitted by
     this Agreement.

          (b) Performance of Obligations.  Corners shall have in
     all material respects performed all agreements required to
     be performed by it under this Agreement and shall have
     performed in all material respects any actions contemplated
     by this Agreement prior to or on the Closing and Corners
     shall have complied in all respects with the course of
     conduct required by this Agreement.

          (c) Corporate Action.  Corners shall have furnished
     minutes, certified copies of corporate resolutions and/or
     other documentary evidence satisfactory to Counsel for
     FrameWaves that Corners has submitted with this Agreement
     and any other documents required hereby to such parties for
     approval as provided by applicable law.

          (d) Consents.  Any consents necessary for or approval
     of any party listed on any Schedule delivered by Corners,
     whose consent or approval is required pursuant thereto,
     shall have been obtained.

          (e) Financial Statements.  FrameWaves shall have been
     furnished with unaudited financial statements of Corners
     including, but not limited to, balance sheets and profit and
     loss statements for the periods that ended December 31, 1999
     and November 30, 2000, prepared in accordance with generally
     accepted accounting principles and which fairly present the
     financial condition of Corners at the dates thereof.

          (f) Statutory Requirements.  All statutory requirements
     for the valid consummation by Corners of the transactions
     contemplated by this Agreement shall have been fulfilled.

                              E-18
<PAGE>


          (g) Governmental Approval.  All authorizations,
     consents, approvals, permits and orders of all federal and
     state governmental agencies required to be obtained by
     Corners for consummation of the transactions contemplated by
     this Agreement shall have been obtained.

          (h) Employment Agreements.  Existing Corners employment
     agreements will have been delivered to counsel for
     FrameWaves.

          (i) Changes in Financial Condition of Corners.  There
     shall not have occurred any material adverse change in the
     financial condition or in the operations of the business of
     Corners, except expenditures in furtherance of this
     Agreement.

          (j) Absence of Pending Litigation.  Corners is not
     engaged in or threatened with any suit, action, or legal,
     administrative or other proceedings or governmental
     investigations pertaining to this Agreement or the
     consummation of the transactions contemplated hereunder.

          (k) Shareholder Approval.  The Corners shareholders
     shall have approved the Agreement and Plan of
     Reorganization.

                            ARTICLE 8
                  MATTERS SUBSEQUENT TO CLOSING

8.01  Covenant of Further Assurance.  The parties covenant and
agree that they shall, from time to time, execute and deliver or
cause to be executed and delivered all such further instruments
of conveyance, transfer, assignments, receipts and other
instruments, and shall take or cause to be taken such further or
other actions as the other party or parties to this Agreement may
reasonably deem necessary in order to carry out the purposes and
intent of this Agreement.

                            ARTICLE 9
             NATURE AND SURVIVAL OF REPRESENTATIONS

9.01  All statements contained in any written certificate,
schedule, exhibit or other written instrument delivered by
FrameWaves or Corners pursuant hereto, or otherwise adopted by
FrameWaves, by its written approval, or by Corners by its written
approval, or in connection with the transactions contemplated
hereby, shall be deemed representations and warranties by
FrameWaves or Corners as the case may be.  All representations,
warranties and agreements made by either party shall survive for
the period of the applicable statute of limitations and until the
discovery of any claim, loss, liability or other matter based on
fraud, if longer.

                              E-19
<PAGE>




                           ARTICLE 10
   TERMINATION OF AGREEMENT AND ABANDONMENT OF REORGANIZATION

10.01  Termination.  Anything herein to the contrary
notwithstanding, this Agreement and any agreement executed as
required hereunder and the acquisition contemplated hereby may be
terminated at any time before the Closing as follows:

          (a) By mutual written consent of the Boards of
     Directors of FrameWaves and Corners.

          (b) By the Board of Directors of FrameWaves if any of
     the conditions set forth in Section 7.02 shall not have been
     satisfied by the Closing Date.

          (c) By the Board of Directors of Corners if any of the
     conditions set forth in Section 7.01 shall not have been
     satisfied by the Closing Date.

10.02  Termination of Obligations and Waiver of Conditions;
Payment of Expenses.  In the event this Agreement and the
acquisition are terminated and abandoned pursuant to this Article
10 hereof, this Agreement shall become void and of no force and
effect and there shall be no liability on the part of any of the
parties hereto, or their respective directors, officers,
shareholders or controlling persons to each other.  Each party
hereto will pay all costs and expenses incident to its
negotiation and preparation of this Agreement and any of the
documents evidencing the transactions contemplated hereby,
including fees, expenses and disbursements of counsel.

                           ARTICLE 11
              EXCHANGE OF SHARES; FRACTIONAL SHARES

11.01  Exchange of Shares.  At the Closing, FrameWaves shall
issue a letter to the transfer agent of FrameWaves with a copy of
the resolution of the Board of Directors of FrameWaves
authorizing and directing the issuance of FrameWaves shares as
set forth on Exhibit A to this Agreement.

11.02  Restrictions on Shares Issued to Corners.  Due to the
fact that Corners will receive shares of FrameWaves common stock
in connection with the acquisition which have not been registered
under the 1933 Act by virtue of the exemption provided in Section
4(2) of such Act, those shares of FrameWaves will contain the
following legend:

               The shares represented by this
          certificate have not been registered under
          the Securities Act of 1933.  The shares have
          been acquired for investment and may not be
          sold or offered for sale in the absence of an
          effective Registration Statement for the
          shares under the Securities Act of 1933 or an
          opinion of counsel to the Corporation that
          such registration is not required.

                              E-20
<PAGE>


                           ARTICLE 12
                          MISCELLANEOUS

12.01  Construction.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Nevada
excluding the conflicts of laws.

12.02  Notices.  All notices necessary or appropriate under
this Agreement shall be effective when personally delivered or
deposited in the United States mail, postage prepaid, certified
or registered, return receipt requested, and addressed to the
parties last known address which addresses are currently as
follows:

          If to "FrameWaves"

          FrameWaves, Inc.
          1981 East 4800 South, Suite 100
          Salt Lake City, UT 84117
          Attn: Thomas A. Thomsen, President

          If to "Corners"

          Corners, Inc.
          1129 E. 5690 S.
          Salt Lake City, UT 84121
          Attn: Thomas A. Thomsen, President

12.03  Amendment and Waiver.  The parties hereby may, by
mutual agreement in writing signed by each party, amend this
Agreement in any respect.  Any term or provision of this
Agreement may be waived in writing at any time by the party which
is entitled to the benefits thereof, such waiver right shall
include, but not be limited to, the right of either party to:

          (a) Extend the time for the performance of any of the
     obligations of the other;

          (b) Waive any inaccuracies in representations by the
     other contained in this Agreement or in any document
     delivered pursuant hereto;

          (c) Waive compliance by the other with any of the
     covenants contained in this Agreement, and performance of
     any obligations by the other; and

          (d) Waive the fulfillment of any condition that is
     precedent to the performance by the party so waiving of any
     of its obligations under this Agreement.  Any writing on the
     part of a party relating to such amendment, extension or
     waiver as provided in this Section 12.03 shall be valid if
     authorized or ratified by the Board of Directors of such
     party.

                              E-21
<PAGE>


12.04  Remedies not Exclusive.  No remedy conferred by any of
the specific provisions of this Agreement is intended to be
exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.  The election of any one or more remedies
by FrameWaves or Corners shall not constitute a waiver of the
right to pursue other available remedies.

12.05  Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.

12.06  Benefit.  This Agreement shall be binding upon, and
inure to the benefit of, the respective successors and assigns of
FrameWaves and Corners and its shareholders.

12.07  Entire Agreement.  This Agreement and the Schedules and
Exhibits attached hereto, represent the entire agreement of the
undersigned regarding the subject matter hereof, and supersedes
all prior written or oral understandings or agreements between
the parties.

12.08  Each Party to Bear its Own Expense.  FrameWaves and
Corners shall each bear their own respective expenses incurred in
connection with the negotiation, execution, closing, and
performance of this Agreement, including counsel fees and
accountant fees.

12.09  Captions and Section Headings.  Captions and section
headings used herein are for convenience only and shall not
control or affect the meaning or construction of any provision of
this Agreement.

                              E-22
<PAGE>


Executed as of the date first written above.

FrameWaves, Inc.                             Corners, Inc.
a Nevada corporation                         a Nevada corporation



By: /s/Thomas A. Thhomsen             By: /s/Thomas A. Thomsen
Thomas A. Thomsen, President            Thomas A. Thomsen, President

     The undersigned hereby approves the Agreement and Plan of
Reorganization with FrameWaves, Inc., a Nevada corporation.  The
undersigned hereby represents and warrants that the undersigned
has read the Agreement and Plan of Reorganization with
FrameWaves, Inc., and understands its terms and conditions.

Shareholders of Corners, Inc., a Nevada corporation


/s/Thomase A. Thomsen
Thomas A. Thomsen

/s/Diane Hatton-Ward
Diane Hatton-Ward

/s/Susan Santage
Susan Santage

                              E-23
<PAGE>

EXHIBIT A


     Name of                                      Number of
     Shareholder                                  Shares

     Thomas A. Thomsen                            333,334

     Dianne Hatton-Ward                           333,333

     Susan Santage                                333,333

                              E-24
<PAGE>

EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT

ACQUIRER:      [Name of Corners shareholder]
ISSUER:        FrameWaves, Inc.
SECURITY:      Common Stock, par value $.001
QUANTITY:      333,333 Shares

     In connection with the acquisition of the above-listed
Securities of the Company, I, the purchaser represent to the
Company the following:

     (1)  Investment.  I am aware of the Company's business
affairs and financial condition.  I am acquiring the Securities
for investment for my own account only and not with a view to, or
for resale in connection with, any "distribution" thereof within
the meaning of the Securities Act of 1933 (as Amended).  These
securities have not been registered under the Securities Act by
reason of a specific exemption therefrom, which exemption depends
on, among other things, the bona fide nature of the investment
intent as expressed herein.  In this connection I understand
that, in view of the Securities and Exchange Commission ("SEC"),
the statutory basis for such exemption may be unavailable if my
representation was predicated solely upon a present intention to
hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until
an increase or decrease in the market price of the Securities or
for the period of one year or any other fixed period in the
future.

     (2)  Restrictions on Transfer Under Securities Act.  I
further acknowledge and understand that the Securities must be
held indefinitely unless they are subsequently registered under
the Securities Act or unless an exemption from such registration
is available.  Moreover, I understand that the Company is under
no obligation to register the Securities.  In addition, I
understand that the certificate evidencing the Securities will be
imprinted with a legend which prohibits the transfer of the
Securities unless they are registered or unless the Company
receives an opinion of counsel reasonably satisfactory to the
Company that such registration is not required.

     (3)  Sales Under Rule 144.  I am aware of the adoption of
Rule 144 by the SEC promulgated under the Securities Act, which
in substance permits limited public resale of securities acquired
in a non- public offering subject to the satisfaction of certain
conditions, including: (i) the availability of certain current
public information about the Company, (ii) the resale being made
through a broker in an unsolicited "broker's transaction" or in
transactions directly with a " market maker," and (iv) the amount
of securities sold during any three-month period not exceeding
specified limitations (generally 1% of the total shares
outstanding).

     (4)  Limitations on Rule 144.  I further acknowledge and
understand that the Company is not now, and at any time I wish to
sell the Securities may not be, satisfying the public information
requirement of Rule 144, and, in such case, I would be precluded
from selling the Securities under Rule 144 even if the minimum
holding period had been satisfied.

                              E-25
<PAGE>


     (5)  Sales Not Under Rule 144.  I further acknowledge that,
if all the requirements of Rule 144 are not met, then Regulation
A, or some other registration exemption will be required; and
that, although Rule 144 is not exclusive, the staff of the
Commission has expressed its opinion (i) that persons proposing
to sell private placement securities other than in a registered
offering or exemption from registration is available for such
offers or sales, and (ii) that such persons and the brokers who
participate in the transactions do so their own risk.

     (6)  Stop Transfer Instructions.  I further understand that
stop transfer instructions will be in effect with respect to the
transfer of the Securities consistent with the above.

     (7)  Additional Representations and Warranties.  In
addition, I represent and warrant:

          (i) That I have had the opportunity to ask
          questions of, and receive answers from, the
          Company (or its agents) concerning the
          Company and my proposed acquisition of the
          Securities;

          (ii) That I have concluded that I have
          sufficient information upon which to base my
          decision to acquire the Securities;

          (iii) That I have made my own
          determination of the value of the Securities
          and have not relied upon any statements,
          representations or warranties of the Company
          regarding the value of the Securities or the
          business prospects of the Company;

          (iv) That I understand that in acquiring the
          Securities, I am making a highly speculative
          investment with the knowledge that the
          Company is in the initial stages of
          development;

          (v) That I am capable of bearing the
          economic risk and burdens of the investment,
          the possibility of complete loss of all of
          the investment, and the possible inability to
          readily liquidate the investment due to the
          lack of   public market; and

          (vi) That I understand that, in selling and
          transferring the Securities, the Company had
          relied upon an exemption from the
          registration requirements of the Securities
          Act and that, in an attempt to effect
          compliance with all the conditions of such
          exemption, the Company is relying in good
          faith upon all of my foregoing
          representations and warranties.

SIGNATURE OF ACQUIRER                   Date: December 27, 2000

______________________________________
[Name of Corners shareholder]

                              E-26
<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


Exhibit 3.1
FrameWaves, Inc.
10-KSB

        AMENDED AND RESTATED ARTICLES OF INCORPORATION
                              OF
                       MESSIDOR LIMITED


  Pursuant to NRS 78.403 of the Nevada Business Corporations Act,
MESSIDOR LIMITED (the"Corporation") adopts the following Amendment
and Restatement of its Articles of Incorporation by stating the following:

     FIRST:  The present name of the Corporation is Messidor Limited

     SECOND:  The following amendment and restatement to its Articles

of Incorporation were adopted by majority vote of shareholders of the

Corporation on December 27, 2000 in the manner prescribed by Nevada law:

         AMENDED AND RESTATED ARTICLES OF INCORPORATION
                            OF
                     MESSIDOR LIMITED

                         ARTICLE I
                           NAME

     The name of the Corporation shall be:  FrameWaves, Inc.

                        ARTICLE II
                     PERIOD OF DURATION

     The Corporation shall continue in existence perpetually
unless sooner dissolved according to law.

                        ARTICLE III
                    PURPOSES AND POWERS

     The  purpose for which said Corporation is formed and the nature
of the objects proposed to be transacted and carried on by it is to
engage in any and all other lawful activity as provided by the laws
of the State of Nevada

                         ARTICLE IV
                      AUTHORIZED SHARES

     The total number of shares of all classes of capital stock which
the corporation shall have authority to issue is 110,000,000
shares. Stockholders shall not have any  preemptive rights, nor shall
stockholders have the right to cumulative voting in the election of
directors or for any other purpose.

                            E-27
<PAGE>


The classes and the aggregate number of shares of
stock of each class which the corporation shall have
authority to issue are as follows:

           (a)   100,000,000 shares of common stock,
                 $0.001 par value ("Common Stock");

           (b)  10,000,000 shares of preferred stock,
                $0.001 par value ("Preferred Stock").

      The Preferred Stock may be issued from time to
time in one or more series, with such distinctive
serial designations as may be stated or expressed in
the resolution or resolutions providing for the
issue of such stock adopted from time to time by
the Board of Directors; and in such resolution
or resolutions providing for the issuance of shares
of each particular series, the Board of Directors
is also expressly authorized to fix: the right to
vote, if any; the consideration for which the shares
of such series are to be issued; the number of
shares constituting such series, which number may be
increased (except as otherwise fixed by the Board of
Directors) or decreased (but not below the number
of shares thereof then outstanding) from time to time
by action  of  the  Board of Directors; the rate of
dividends upon which and the times at which
dividends on shares of such series shall be payable
and the preference, if any, which such dividends
shall have relative to dividends on shares of any
other class or classes or any other series of stock
of the corporation; whether such dividends shall
be cumulative or noncumulative, and if cumulative,
the date or dates from which dividends on  shares  of
such series shall be cumulative; the rights, if any,
which the holders of shares of such series shall
have in the event of any voluntary or involuntary
liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of the
affairs of the corporation; the rights, if any, which
the holders of shares of such series shall have to
convert such shares into or exchange such shares
for shares of any other class or classes or any
other series of stock of the corporation or for any
debt securities of the corporation and the terms
and conditions, including price and rate of
exchange, of such conversion or exchange; whether
shares of such series shall be subject to
redemption, and the redemption price or prices and
other terms of redemption, if any, for shares of such
series including, without limitation, a redemption
price or prices payable in shares of Common
Stock; the terms and amounts of any sinking fund for
the purchase or redemption of shares of such series;
and any and all other designations, preferences,
and relative, participating, optional or other
special rights, qualifications, limitations or
restrictions thereof pertaining to shares of
such series' permitted by law.

     The Board of Directors of the Corporation may
from time to time authorize by resolution the
issuance of any or all shares of the Common Stock
and the Preferred Stock herein authorized in
accordance with  the terms and conditions set
forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons,
corporations or entities, for such consideration, and
in the case of the Preferred Stock, in one or more
series, all as the Board of Directors in its
discretion may determine and without any vote or
other action by the stockholders, except as
otherwise required by law.  The capital stock, after
the amount of the subscription price, or par value,
has been paid in shall not be subject to assessment
to pay the debts of the corporation.

                      ARTICLE V
         ACQUISITION OF CONTROLLING INTEREST

      The Corporation elects not to be governed by
the terms and provisions of Sections 78.378 through
78.3793, inclusive, of the Nevada Revised Statutes,
as the same may be amended, superseded, or replaced
by any successor section, statute, or provision.  No
amendment to these Articles of Incorporation,
directly or indirectly, by merger or consolidation or
otherwise, having the effect of amending or repealing
any of the provisions of this paragraph shall apply
to or have any
                          E-28
<PAGE>

effect on any transaction involving acquisition of
control by any person or any transaction with
an interested stockholder occurring prior to such
amendment or repeal.

                     ARTICLE VI
      COMBINATIONS WITH INTERESTED STOCKHOLDERS

     The Corporation elects not to be governed by
the terms and provisions of Sections 78.411 through
78.444, inclusive, of the Nevada Revised Statutes,
as the same may be amended, superseded, or replaced
by any successor section, statute, or provision.

                    ARTICLE VII
              LIMITATION ON LIABILITY

      A director or officer of the Corporation
shall have no personal liability to the
Corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer,
except for damages for breach of fiduciary duty
resulting from (a) acts or omissions which
involve intentional misconduct, fraud, or a
knowing violation of law, or (b) the payment of
dividends in violation of section 78.300 of the
Nevada Revised Statutes as it may from time to time
be amended or any successor provision thereto.

                    ARTICLE VIII
         PRINCIPAL OFFICE AND RESIDENT AGENT

      The address of the Corporation's registered
office in the state of Nevada is 3230 East
Flamingo Road, # 156, Las Vegas, Nevada, 89121.
The name of its initial resident agent in the
state of Nevada is Gateway Enterprises, Inc.
Either the registered office or the resident
agent may be changed in the manner provided by law.

                     ARTICLE IX
                     AMENDMENTS

      The Corporation reserves the right to amend,
alter, change, or repeal all or any portion of the
provisions contained in these articles of
incorporation from time to time in accordance with
the laws of the state of Nevada, and all rights
conferred on stockholders herein are granted subject
to this reservation.

                      ARTICLE X
          ADOPTION AND AMENDMENT OF BYLAWS

      The board of directors shall not adopt the
original bylaws, but  shall adopt other bylaws in
their discretion.  The power to alter, amend, or
repeal the bylaws or adopt new bylaws shall be
vested in  the board of directors, but the
stockholders of the Corporation may also alter,
amend, or repeal the bylaws or adopt new bylaws.
The bylaws may contain any provisions for the
regulation or management of the affairs of the
Corporation not inconsistent with the laws of
the state of Nevada now or hereafter existing.

                         E-29
<PAGE>

                     ARTICLE XI
                      DIRECTORS

     The governing board of the Corporation shall be
known as the board of directors.  The number of
directors comprising the board of directors shall
be fixed and may be increased or decreased from time
to time in the manner provided in the bylaws of the
Corporation, except that at no time shall there be
less than one nor more than five directors.  The
initial board of directors shall consist of three
persons who are as follows:

          Name                               Address
     Dianne Hatton-Ward               1981 East 4800 South,
                                      Suite 100
                                      Salt Lake City, Utah 84117

     Susan Santage                    1981 East 4800 South,
                                      Suite 100
                                      Salt Lake City,Utah 84117

     Thomas A. Thomsen                1981 East 4800 South,
                                      Suite 100
                                      Salt Lake City, Utah 84117

     THIRD:  The number of shares of the

corporation outstanding and entitled to vote at the

time of the adoption of said amendment was

16,560,000.

     FOURTH:   The number of shares voted for such

amendment and restatement was 10,296,558 or  62.17%

and the number voted against such amendment was 0 or 0%.




     DATED:  December 27, 2000

                                   MESSIDOR LIMITED
                                   /s/ Tom Thomsen
                                   Thomas A. Thomsen,
                                   President

                                   /s/ Susan Santage
                                   Susan Santage,
                                   Vice President

                                   /s/ Dianne Hatton-Ward
                                   Dianne Hatton-Ward, Secretary/Treasurer


                                E-30
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>


Exhibit 3.2
FrameWaves Inc.
10-KSB



                            BYLAWS OF
                        FRAMEWAVES, INC.

                            ARTICLE I

                             OFFICES

      Section 1.     Registered Office.  The registered office of
the  Corporation shall be located at 3230 East Flamingo  Road,  #
156,  Las Vegas, Nevada, 89121.  The name of its initial resident
agent in the state of Nevada is Gateway Enterprises, Inc.

       Section  2.      Other  Offices.   Other  offices  may  be
established  by  the Board of Directors at any place  or  places,
within  or without the State of Nevada, as the Board of Directors
may   from  time  to  time  determine  or  the  business  of  the
Corporation may require.

                           ARTICLE II

                    MEETINGS OF STOCKHOLDERS

      Section 1.     Place of Meetings.  Meetings of stockholders
shall  be  held either at the principal executive office  or  any
other  place within or without the State of Nevada which  may  be
designated either by the Board of Directors pursuant to authority
hereinafter granted to said Board, or by the written  consent  of
all stockholders entitled to vote thereat, given either before or
after   the  meeting  and  filed  with  the  Secretary   of   the
Corporation; provided, however, that if no place is designated or
so  fixed,  stockholder meetings shall be held at  the  principal
executive office of the Corporation.

      Section 2.     Annual Meetings.  The annual meetings of the
stockholders  shall  be held each year  on  a  date  and  a  time
designated  by the Board of Directors.  At the annual meeting  of
stockholders, only such business shall be conducted as shall have
been properly brought before the meeting.  To be properly brought
before  an  annual  meeting, business must be  specified  in  the
Notice  of Meeting given by or at the direction of the  Board  of
Directors, otherwise properly brought before the meeting by or at
the  direction  of  the Board of Directors or otherwise  properly
brought before the meeting by a stockholder.  For business to  be
properly  brought  before the annual meeting  by  a  stockholder,
including the nomination of a director, the stockholder must have
given  timely notice thereof in writing to the Secretary  of  the
Corporation.   To  be  timely,  a stockholder's  notice  must  be
delivered  to, or mailed and received at, the principal executive
offices of the Corporation not more than five business days after
the  giving of notice of the date and place of the meeting to the
stockholders.   A  stockholder's notice to  the  Secretary  shall
inform as to each matter the stockholder proposes to bring before
the  annual  meeting  (i)  a brief description  of  the  business
desired  to be brought before the annual meeting and the  reasons
for conducting such business at the annual meeting, (ii) the name
and  record  address of the stockholder proposing such  business,
(iii)  the  class and numbers of shares of the Corporation  which
are  beneficially owned by the stockholder and (iv) any  material
interest  of  the  stockholder in such business.  Notwithstanding
anything in the Bylaws to the contrary, no business shall be

                              E-31
<PAGE>

conducted  at  the annual meeting except in accordance  with  the
procedures set forth in this Section.  The chairman of the annual
meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting
in  accordance  with the provisions of this Section,  and  if  he
should  so determine, he shall so declare to the meeting and  any
such  business  not  properly before the  meeting  shall  not  be
transacted.

      Section 3.     Special Meetings.  Special meetings  of  the
stockholders,  for  any purpose or purposes  whatsoever,  may  be
called at any time by the Chairman of the Board, the President or
by  a majority of the Board of Directors, or by such other person
as the Board of Directors may designate.

     For business to be properly brought before a special meeting
by  a  stockholder, including the nomination of a  director,  the
stockholder must have given timely notice thereof in  writing  to
the  Secretary of the Corporation.  To be timely, a stockholder's
notice  must  be  delivered to, or mailed and  received  at,  the
principal executive offices of the Corporation not more than five
business days after the giving of notice of the date and place of
the  meeting to the stockholders.  A stockholder's notice to  the
Secretary shall inform as to each matter the stockholder proposes
to  bring before a special meeting (i) a brief description of the
business desired to be brought before the special meeting and the
reasons for conducting such business at the special meeting, (ii)
the  name  and  record address of the stockholder proposing  such
business, (iii) the class and number of shares of the Corporation
which  are  beneficially owned by the stockholder  and  (iv)  any
material interest of the stockholder in such business.

      Section  4.     Notice of Stockholders' Meetings.   Written
notice  of each annual or special meeting signed by the President
or a Vice President, or the Secretary, or an Assistant Secretary,
or  by  such  other  person or persons  as  the  directors  shall
designate, shall be delivered personally to, or shall  be  mailed
postage  prepaid, to each stockholder of record entitled to  vote
at  such meeting.  If mailed, the notice shall be directed to the
stockholder at his address as it appears upon the records of  the
Corporation, and service of such notice by mail shall be complete
upon such mailing, and the time of the notice shall begin to  run
from  the  date  it is deposited in the mail for transmission  to
such  stockholder.  Personal delivery of any such notice  to  any
officer  of a corporation or association, or to any member  of  a
partnership,  shall constitute delivery of such  notice  to  such
corporation, association or partnership.  All such notices  shall
be  delivered  or sent to each stockholder entitled  thereto  not
less  than  ten  nor more than sixty days before each  annual  or
special  meeting, and shall specify the purpose or  purposes  for
which  the meeting is called, the place, the day and the hour  of
such meeting.

     Any stockholder may waive notice of any meeting by a writing
signed by him, or his duly authorized attorney, either before  or
after the meeting.

      Section  5.      Voting.  At all meetings of  stockholders,
every  stockholder entitled to vote shall have the right to  vote
in  person  or by written proxy the number of shares standing  in
his  own  name  on  the stock records of the Corporation.   There
shall  be  no cumulative voting.  Such vote may be viva  voce  or
ballot; provided, however, that all elections for directors  must
be  by  ballot upon demand made by a stockholder at any  election
and before the voting begins.


                              E-32
<PAGE>

      Section 6.     Quorum.  The presence in person or by  proxy
of  the  holders of a majority of the shares entitled to vote  at
any  meeting  shall  constitute a quorum for the  transaction  of
business.   The  stockholders present at a duly  called  or  held
meeting  at which a quorum is present may continue to do business
until  adjournment,  notwithstanding  the  withdrawal  of  enough
stockholders to leave less than a quorum.

      Section  7.      Ratification and Approval  of  Actions  at
Meetings.   Whenever the stockholders entitled  to  vote  at  any
meeting consent, either by: (a) A writing on the records  of  the
meeting or filed with the Secretary; (b) Presence at such meeting
and  oral consent entered on the minutes; or (c) Taking  part  in
the  deliberations at such meeting without objection; the  doings
of  such  meeting  shall  be as valid as  if  had  at  a  meeting
regularly called and noticed.  At such meeting, any business  may
be  transacted which is not excepted from the written consent  or
to  the consideration of which no objection for want of notice is
made at the time.  If any meeting be irregular for want of notice
or  of  such  consent,  provided a quorum  was  present  at  such
meeting,  the  proceedings of the meeting  may  be  ratified  and
approved  and  rendered likewise valid and  the  irregularity  or
defect  therein waived by a writing signed by all parties  having
the  right to vote at such meeting.  Such consent or approval  of
stockholders  may be by proxy or attorney, but all  such  proxies
and powers of attorney must be in writing.

     Section 8.     Proxies.  At any meeting of the stockholders,
any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing, which instrument shall  be
filed  with the Secretary of the Corporation.  In the event  that
any  such  instrument  in writing shall  designate  two  or  more
persons to act as proxies, a majority of such persons present  at
the  meetings,  or, if only one shall be present, then  that  one
shall  have and may exercise all of the powers conferred by  such
written  instrument upon all of the persons so designated  unless
the  instrument shall otherwise provide.  No such proxy shall  be
valid  after  the expiration of six months from the date  of  its
execution, unless coupled with an interest, or unless the  person
executing it specifies therein the length of time for which it is
to  continue in force, which in no case shall exceed seven  years
from  the date of its execution.  Subject to the above, any proxy
duly  executed  is not revoked and continues in  full  force  and
effect  until an instrument revoking it or a duly executed  proxy
bearing  a  later  date  is  filed  with  the  Secretary  of  the
Corporation.

      Section 9.     Action Without a Meeting.  Any action  which
may  be  taken by the vote of stockholders at a meeting,  may  be
taken  without a meeting if authorized by the written consent  of
stockholders  holding at least a majority of  the  voting  power;
provided  that  if  any greater proportion  of  voting  power  is
required  for  such  action  at  a  meeting,  then  such  greater
proportion  of written consents shall be required.  This  general
provision  for action by written consent shall not supersede  any
specific provision for action by written consent contained in the
Nevada  Revised  Statutes.   In  no  instance  where  action   is
authorized  by written consent need a meeting of stockholders  be
called or noticed.

                              E-33
<PAGE>

                           ARTICLE III

                            DIRECTORS

     Section 1.     Powers.  Incorporation, these Bylaws, and the
provisions  of  the Nevada Revised Statutes as to  action  to  be
authorized  or approved by the stockholders, and subject  to  the
duties  of directors as prescribed by these Bylaws, all corporate
powers  shall be exercised by or under the authority of, and  the
business  and  affairs of the Corporation  must  be  managed  and
controlled by, the Board of Directors.  Without prejudice to such
general powers, but subject to the same limitations, it is hereby
expressly  declared that the directors shall have  the  following
powers:

      First.   To  select  and remove all  officers,  agents  and
employees  of the Corporation, prescribe such powers  and  duties
for  them  as  may not be inconsistent with law, the Articles  of
Incorporation or the Bylaws, fix their compensation  and  require
from them security for faithful service.

      Second.   To  conduct, manage and control the  affairs  and
business  of  the  Corporation,  and  to  make  such  rules   and
regulations  therefor not inconsistent with law, the Articles  of
Incorporation or the Bylaws, as they may deem best.

      Third.   To change the registered office of the Corporation
in  the  State  of Nevada from one location to another,  and  the
registered  agent in charge thereof, as provided  in  Article  I,
Section  1,  hereof; to fix and locate from time to time  one  or
more subsidiary offices of the Corporation within or without  the
State of Nevada, as provided in Article I, Section 2, hereof,  to
designate  any place within or without the State of  Nevada,  for
the  holding  of  any stockholders' meeting or meetings;  and  to
adopt, make and use a corporate seal, and to prescribe the  forms
of  certificates of stock, and to alter the form of such seal and
of such certificates from time to time, as in their judgment they
may deem best, provided such seal and such certificates shall  at
all times comply with the provisions of law.

     Fourth.  To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms as may be  lawful,
in  consideration of cash, services rendered, personal  property,
real  property or leases thereof, or in the case of shares issued
as  a  dividend,  against  amounts transferred  from  surplus  to
capital.

      Fifth.   To  borrow  money and incur indebtedness  for  the
purpose  of  the  Corporation, and to cause to  be  executed  and
delivered  therefor,  in  the corporate name,  promissory  notes,
bonds,   debentures,   deeds   of  trust,   mortgages,   pledges,
hypothecations or other evidence of debt and securities therefor.

      Sixth.   To make the Bylaws of the Corporation, subject  to
the Bylaws, if any, adopted by the stockholders.

                              E-34
<PAGE>


      Seventh.   To,  by resolution or resolutions  passed  by  a
majority  of  the whole Board, designate one or more  committees,
each committee to consist of one or more of the directors of  the
Corporation,  which, to the extent provided in the resolution  or
resolutions, shall have and may exercise the powers of the  Board
of Directors in the management of the business and affairs of the
Corporation,  and may have power to authorize  the  seal  of  the
Corporation  to be affixed to all papers on which the Corporation
desires to place a seal.  Such committee or committees shall have
such  name  or names as may be determined from time  to  time  by
resolution adopted by the Board of Directors.

      Section 2.     Number and Qualification of Directors.   The
number  of  directors constituting the whole Board shall  be  not
less  than one nor more than five.  The first Board shall consist
of   three  directors.   Thereafter,  within  the  limits   above
specified,  the  number  of  directors  shall  be  determined  by
resolution  of  the Board of Directors or by the stockholders  at
the  annual meeting.  All directors must be at least 18 years  of
age.  Unless otherwise provided in the Articles of Incorporation,
directors need not be stockholders.

      Section 3.     Election, Classification and Term of Office.
Each  director  shall  be  elected  at  each  annual  meeting  of
stockholders by a plurality of votes cast at the election, but if
for  any  reason  the  directors are not elected  at  the  annual
meeting  of  stockholders, each director may be  elected  at  any
special  meeting of stockholders by a plurality of votes cast  at
the election.

     The Board of Directors shall not be divided into classes and
each  director shall serve for a term ending on the date  of  the
next  annual  meeting of stockholders following  the  meeting  at
which  such  director  was elected and  until  his  successor  is
elected and qualified; provided, that the Board of directors  may
adopt  an amendment in the future dividing the Board of Directors
in to two or more classes on such terms as shall be determined by
resolution of the Board of Directors.

      In  the  event of any decrease in the authorized number  of
directors,  each director then serving as such shall nevertheless
continue as a director until the expiration of his current  term,
or his earlier resignation, removal from office or death.

      Section  4.      Vacancies.   Vacancies  in  the  Board  of
Directors may be filled by a majority of the remaining directors,
though  less than a quorum, or by a sole remaining director,  and
each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.

      A  vacancy or vacancies in the Board of Directors shall  be
deemed  to exist in case of the death, resignation or removal  of
any  director,  or  if  the authorized  number  of  directors  be
increased.

      If  the  Board  of Directors accepts the resignation  of  a
director  tendered to take effect at a future time, the Board  or
the  stockholder  shall have power to elect a successor  to  take
office  when  the  resignation is to become effective,  and  such
successor shall hold office during the remainder of the resigning
director's term of office.

                              E-35
<PAGE>


      Section 5.     Place of Meeting.  Regular meetings  of  the
Board  of Directors shall be held at any place within or  without
the State of Nevada as designated from time to time by resolution
of  the  Board or by written consent of all members of the Board.
In the absence of such designation regular meetings shall be held
at  the  principal executive office of the Corporation.   Special
meetings of the Board may be held either at a place so designated
or at the principal executive office.

      Members  of the Board, or any committee designated  by  the
Board, may participate in a meeting of such Board or committee by
means   of   a   conference  telephone  network  or   a   similar
communications method by which all persons participating  in  the
meeting can hear each other.  Such participation shall constitute
presence in person at such meeting.  Each person participating in
such meeting shall sign the minutes thereof, which minutes may be
signed in counterparts.

      Section 6.     Organization Meeting.  Immediately following
each annual meeting of stockholders, the Board of Directors shall
hold  a regular meeting for the purpose of organization, election
of  officers, and the transaction of other business.   Notice  of
such meetings is hereby dispensed with.

      Section 7.     Special Meetings.  Special meetings  of  the
Board  of Directors for any purpose or purposes may be called  at
any time by the Chairman of the Board, President or by any two or
more directors.

      Written  notice  of the time and place of special  meetings
shall  be delivered personally to the directors or sent  to  each
director by mail or other form of written communication (such  as
by  telegraph, Federal Express package, or other similar forms of
written communication), charges prepaid, addressed to him at  his
address as it is shown upon the records of the Corporation, or if
it   is   not  so  shown  on  such  records  or  is  not  readily
ascertainable,  at  the  place  in  which  the  meetings  of  the
directors  are regularly held.  In case such notice is mailed  or
otherwise communicated in writing, it shall be deposited  in  the
United  States  mail  or delivered to the appropriate  delivering
agent at least seventy-two hours prior to the time of the holding
of  the meeting.  In case such notice is Personally delivered, it
shall  be  so delivered at least twenty-four hours prior  to  the
time  of  the  holding  of the meeting.  Such  mailing,  personal
delivery  or other written communication as above provided  shall
be due, legal and personal notice to such director.

      Section  8.     Notice of Adjournment.  Notice of the  time
and  place of holding an adjourned meeting need not be  given  to
absent  directors if the time and place be fixed at  the  meeting
adjourned.

      Section  9.      Ratification and Approval.   Whenever  all
directors entitled to vote at any meeting consent, either by: (a)
A  writing  on  the  records of the meeting  or  filed  with  the
Secretary; (b) Presence at such meeting and oral consent  entered
on  the minutes; or (c) Taking part in the deliberations at  such
meeting without objection; the doings of such meeting shall be as
valid  as  if had at a meeting regularly called and noticed.   At
such meeting any business may be transacted which is not excepted
from  the  written consent or to the consideration  of  which  no
objection for want of notice is made at the time.

                              E-36
<PAGE>

      If  any meeting be irregular for want of notice or of  such
consent,  provided  a  quorum was present at  such  meeting,  the
proceedings  of  the  meeting may be ratified  and  approved  and
rendered  likewise valid and the irregularity or  defect  therein
waived  by a writing signed by all directors having the right  to
vote at such meeting.

      Section  10.     Action  Without  a  Meeting.   Any  action
required or permitted to be taken at any meeting of the Board  of
Directors  or  of  any committee thereof may be taken  without  a
meeting if a written consent thereto is signed by all the members
of the Board or of such committee.  Such written consent shall be
filed with the minutes of proceedings of the Board or committee.

      Section 11.    Quorum.  A majority of the authorized number
of  directors shall be necessary to constitute a quorum  for  the
transaction   of  business,  except  to  adjourn  as  hereinafter
provided.   Every act or decision done or made by a  majority  of
the  directors  present at a meeting duly assembled  at  which  a
quorum  is present shall be regarded as the act of the  Board  of
Directors, unless a greater number be required by law or  by  the
Articles of Incorporation.

      Section 12.    Adjournment.  A quorum of the directors  may
adjourn any directors' meeting to meet again at a stated day  and
hour  provided,  however, that in the  absence  of  a  quorum,  a
majority  of  the  directors present at any  directors'  meeting,
either regular or special, may adjourn from time to time until  a
quorum shall be present.

      Section 13.    Fees and Compensation.  The Board shall have
the   authority  to  fix  the  compensation  of  directors.   The
directors  may  be paid their expenses, if any, of attendance  at
each  meeting  of  the  Board and may be paid  a  fixed  sum  for
attendance  at  each meeting of the Board or a stated  salary  as
director.   No  such  payment shall preclude  any  director  from
serving  the  Corporation in any other capacity  as  an  officer,
agent,  employee  or  otherwise, and receiving  the  compensation
therefor.  Members of committees may be compensated for attending
committee meetings.

      Section  14.    Removal.  Any director may be removed  from
office  with  or  without  cause  by  the  vote  of  stockholders
representing  not  less  than  two-thirds  of  the   issued   and
outstanding capital stock entitled to voting power.

                           ARTICLE IV

                            OFFICERS

      Section  1.      Officers.  The officers of the Corporation
shall  be  a  President,  a  Secretary  and  a  Treasurer.    The
Corporation  may  also have, at the discretion of  the  Board  of
Directors,  one or more additional Vice Presidents, one  or  more
Assistant  Secretaries,  one  or  more  Assistant  Treasurers,  a
Chairman of the Board, a chief executive officer, chief financial
officer,  and  such  other  officers  as  may  be  appointed   in
accordance  with  the provisions of Section 3  of  this  Article.
Officers  other  than  the Chairman of  the  Board  need  not  be
directors.  One person may hold two or more offices.

                              E-37
<PAGE>


      Section 2.     Election.  The officers of this Corporation,
except  such officers as may be appointed in accordance with  the
provisions  of Section 3 or Section 5 of this Article,  shall  be
chosen annually by the Board of Directors and each shall hold his
office  until  he shall resign or shall be removed  or  otherwise
disqualified  to  serve, or his successor shall  be  elected  and
qualified.

      Section  3.      Subordinate Officers, Etc.  The  Board  of
Directors may appoint such other officers as the business of  the
Corporation may require, each of whom shall hold office for  such
period,  have  such  authority and perform  such  duties  as  are
provided  in these Bylaws or as the Board of Directors  may  from
time to time determine.

      Section 4.     Removal and Resignation.  Any officer may be
removed,  either  with or without cause, by  a  majority  of  the
directors at the time in office.  Any officer may resign  at  any
time  by  giving  written notice to the Board of  Directors,  the
President  or  the  Secretary  of  the  Corporation.   Any   such
resignation shall take effect at the date of the receipt of  such
notice  or  at  any  later time specified  therein;  and,  unless
otherwise  specified therein, the acceptance of such  resignation
shall not be necessary to make it effective.

      Section 5.     Vacancies.  A vacancy in any office  because
of  death,  resignation, removal, disqualification or  any  other
cause shall be filled in the manner prescribed in the Bylaws  for
regular appointments to such office.

      Section 6.     Chairman of the Board.  The Chairman of  the
Board, if there be such a position, shall preside at all meetings
of  the  Board of Directors and exercise and perform  such  other
powers and duties as may be from time to time assigned to him  by
the Board of Directors or prescribed by these Bylaws.

      Section  7.      President.  Subject  to  such  supervisory
powers, if any, as may be given by the Board of Directors to  the
Chairman  of  the  Board, the President  shall,  subject  to  the
control  of  the  Board  of Directors, have general  supervision,
direction  and  control  of  the business  and  officers  of  the
Corporation.  In the absence of the Chairman of the Board, or  if
there  be  none,  he  shall  preside  at  all  meetings  of   the
stockholders  and at all meetings of the Board of Directors.   He
shall  be  ex  officio a member of all committees, including  the
executive  committee, if any, and shall have the  general  powers
and  duties  of  management  usually  vested  in  the  office  of
president of a corporation, and shall have such other powers  and
duties as may be prescribed by the Board of Directors or by these
Bylaws.

     Section 8.     Vice-President.  In the absence or disability
of  the President, the Vice Presidents, in order of their rank as
fixed  by  the  Board of Directors, or if not  ranked,  the  Vice
President designated by the Board of Directors, shall perform all
the  duties of the President, and when so acting shall  have  all
the  powers of, and be subject to all the restrictions upon,  the
President.  The Vice Presidents shall have such other powers  and
perform  such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or these Bylaws.

                              E-38
<PAGE>


      Section  9.      Secretary.  The Secretary shall  keep,  or
cause  to  be kept, a book of minutes at the principal  executive
office  or such other place as the Board of Directors may  order,
of  all meetings of directors, committees and stockholders,  with
the time and place of holding, whether regular or special, and if
special,  how authorized, the notice thereof given, the names  of
those present at directors' and committee meetings, the number of
shares  present or represented at stockholders' meetings and  the
proceedings thereof.

      The  Secretary  shall keep, or cause to  be  kept,  at  the
principal  executive office (1) a share register, or a  duplicate
share  register,  revised  annually, showing  the  names  of  the
stockholders,  alphabetically  arranged,  and  their  places   of
residence,  the number and classes of shares held  by  each,  the
number  and  date of certificates issued for the  same,  and  the
number  and date of cancellation of every certificate surrendered
for cancellation; (2) a copy of the Articles of Incorporation and
all  amendments thereto certified by the Secretary of State;  and
(3) a copy of the Bylaws and all amendments thereto certified  by
the Secretary.

      The  Secretary shall give, or cause to be given, notice  of
all  the  meetings of the stockholders, committees and  Board  of
Directors  required by the Bylaws or by law to be given,  and  he
shall keep the seal of the Corporation in safe custody, and shall
have  such other powers and perform such other duties as  may  be
prescribed by the Board of Directors or the Bylaws.

      Section  10.     Treasurer.  The Treasurer shall  keep  and
maintain,  or  cause  to  be  kept and maintained,  adequate  and
correct  accounts of the properties and business transactions  of
the  Corporation, including accounts of its assets,  liabilities,
receipts,  disbursements,  gains, losses,  capital,  surplus  and
shares.   Any surplus, including earned surplus, paid-in  surplus
and surplus arising from a reduction of stated capital, shall  be
classified  according to source and shown in a separate  account.
The books of account shall at all times be open to inspection  by
any director.

      The  Treasurer shall deposit all monies and other valuables
in  the  name  and  to  the credit of the Corporation  with  such
depositories as may be designated by the Board of Directors.   He
shall disburse the funds of the Corporation as may be ordered  by
the  Board  of  Directors,  shall render  to  the  President  and
directors,  whenever they request it, an account of  all  of  his
transactions as Treasurer and of the financial condition  of  the
Corporation,  and shall have such other powers and  perform  such
other  duties  as may be prescribed by the Board of Directors  or
the Bylaws.

                            ARTICLE V

                          MISCELLANEOUS

      Section  1.     Record Date and Closing Stock  Books.   The
Board  of Directors may fix a day, not more than sixty (60)  days
prior  to  the  holding of any meeting of stockholders,  and  not
exceeding  thirty  (30) days preceding the  date  fixed  for  the
payment  of any dividend or distribution or for the allotment  of
rights,  or when any change or conversion or exchange  of  shares
shall  go into effect, as a record date for the determination  of
the  stockholders entitled to notice of and to vote at  any  such
meeting,   or   entitled  to  receive  any   such   dividend   or
distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion

                              E-39
<PAGE>

or  exchange  of  shares, and in such case only  stockholders  of
record on the date so fixed shall be entitled to notice of and to
vote  at such meetings, or to receive such dividend, distribution
or  allotment of rights, or to exercise such rights, as the  case
may  be, notwithstanding any transfer of any shares on the  books
of  the  Corporation after any record date is fixed as aforesaid.
The  Board  of  Directors may close the books of the  Corporation
against transfers of shares during the whole or any part  of  any
such period.

        Section   2.       Inspection   of   Corporate   Records.
Stockholders  shall  have  the right to  inspect  such  corporate
records  at  such times and based upon such limitations  of  such
rights  as  may be set forth in the Nevada Revised Statutes  from
time to time.

      Section 3.     Checks, Drafts, Etc.  All checks, drafts  or
other  orders  for payment of money, notes or other evidences  of
indebtedness,   issued  in  the  name  of  or  payable   to   the
Corporation,  shall  be  signed or endorsed  by  such  person  or
persons  and  in  such manner as, from time  to  time,  shall  be
determined by resolution of the Board of Directors.

      Section 4.     Contract, Etc., How Executed.  The Board  of
Directors,  except  as otherwise provided  in  these  Bylaws  may
authorize any officer or officers, agent or agents to enter  into
any contract, deed or lease or execute any instrument in the name
of  and  on behalf of the Corporation, and such authority may  be
general  or  confined  to  specific  instances;  and  unless   so
authorized  by  the  Board of Directors,  no  officer,  agent  or
employee   shall  have  any  power  or  authority  to  bind   the
Corporation by any contract or engagement or to pledge its credit
to render it liable for any purpose or to any amount.

      Section  5.      Certificates of Stock.  A  certificate  or
certificates for certificated shares of the capital stock of  the
Corporation  shall be issued to each stockholder  when  any  such
shares  are fully paid up.  All such certificates shall be signed
by  the Chairman of the Board, President or a Vice President, and
may  be  signed  by  the  Treasurer, Secretary  or  an  Assistant
Secretary,  or be authenticated by facsimiles of their respective
signatures;    provided,   however,   that   every    certificate
authenticated by a facsimile of a signature must be countersigned
by  a transfer agent or transfer clerk, and by a registrar, which
registrar cannot be the Corporation itself.

      Certificates for certificated shares may be issued prior to
full payment under such restrictions and for such purposes as the
Board  of Directors or the Bylaws may provide; provided, however,
that  any such certificate so issued prior to full payment  shall
state  the  amount  remaining unpaid and  the  terms  of  payment
thereof.

     The Board of Directors is hereby authorized, pursuant to the
provisions of Nevada Revised Statutes Section 78.235(4) to  issue
uncertificated shares of some or all of the shares of any or  all
of its classes or series.

      Section  6.      Representation  of  the  Shares  of  Other
Corporation.   The  President  or any  Vice  President,  and  the
Secretary  or  Assistant  Secretary,  of  this  Corporation   are
authorized  to  vote, represent and exercise on  behalf  of  this
Corporation  all  rights incident to any and all  shares  of  any
other  corporation or corporations standing in the name  of  this
Corporation.  The authority

                              E-40
<PAGE>


herein granted to said officers to vote or represent on behalf of
this  Corporation any and all shares held by this Corporation  in
any other corporation or corporations may be exercised either  by
such  officers in person or by any person authorized so to do  by
proxy or power of attorney duly executed by said officers.

                           ARTICLE VI

                           AMENDMENTS

      Section  1.     Power of Stockholders.  New Bylaws  may  be
adopted or these Bylaws may be amended or repealed by the vote of
stockholders entitled to exercise a majority of the voting  power
of the Corporation or by the written assent of such stockholders.

      Section 2.     Power of Directors.  Subject to the right of
stockholders  as  provided in Section 1 of  this  Article  VI  to
adopt, amend or repeal Bylaws, Bylaws may be adopted, amended  or
repealed by the Board of Directors.

                           ARTICLE VII

          TRANSACTIONS INVOLVING DIRECTORS AND OFFICERS

      Section 1.     Validity of Contracts and Transactions.   No
contract or transaction between the Corporation and one  or  more
of  its directors or officers, or between the Corporation and any
other  corporation, firm, association, or other  organization  in
which  one or more of its directors or officers are directors  or
officers or are financially interested, shall be void or voidable
solely for this reason, or solely because the director or officer
is  present  at or participates in the meeting of  the  Board  of
Directors  or committee that authorizes or approves the  contract
or  transaction,  or  because their votes are  counted  for  such
purpose, provided that:

       (a)    the  material  facts  as  to  his,  her,  or  their
relationship  or interest and as to the contract  or  transaction
are  disclosed  or  are known to the Board of  Directors  or  the
committee and noted in the minutes, and the Board of Directors or
committee,  in good faith, authorizes the contract or transaction
in   good  faith  by  the  affirmative  vote  of  a  majority  of
disinterested directors, even though the disinterested  directors
are less than a quorum;

       (b)    the  material  facts  as  to  his,  her,  or  their
relationship  or interest and as to the contract  or  transaction
are  disclosed or are known to the stockholders entitled to  vote
thereon, and the contract or transaction is specifically approved
or  ratified in good faith by the majority of shares entitled  to
vote, counting the votes of the common or interested directors or
officers; or

     (c)  the contract or transaction is fair as to the Corporation as
          of the time it is authorized or approved.

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<PAGE>


      Section  2.      Determining Quorum.  Common or  interested
directors may be counted in determining the presence of a  quorum
at  a  meeting of the board of directors or of a committee  which
authorizes, approves or ratifies the contract or transaction.

                          ARTICLE VIII

           INSURANCE AND OTHER FINANCIAL ARRANGEMENTS

      The Corporation may purchase and maintain insurance or make
other  financial arrangements on behalf of any person who  is  or
was a director, officer, employee or agent of the Corporation, or
is  or  was  serving  at  the request of  the  Corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise  for  any
liability  asserted  against  him  and  liability  and   expenses
incurred  by him in his capacity as a director, officer, employee
or  agent, or arising out of his status as such, whether  or  not
the  Corporation has the authority to indemnify him against  such
liability   and  expenses.   The  insurance  or  other  financial
arrangements may be provided by the Corporation or by  any  other
person  or entity approved by the Board of Directors including  a
subsidiary of the corporation.

      Such  other  financial arrangements made by the Corporation
may include the following:

     (a)  The creation of a trust fund;

     (b)  The establishment of a program of self-insurance;

      (c)   The securing of its obligation of indemnification  by
granting a security interest or other lien on any assets  of  the
Corporation; or

      (d)   The establishment of a letter of credit, guaranty  or
surety.   No financial arrangement may provide protection  for  a
person  adjudged  by  a  court of competent  jurisdiction,  after
exhaustion of all appeals therefrom, to be liable for intentional
misconduct,  fraud  or a knowing violation of  law,  except  with
respect to the advancement of expenses or indemnification ordered
by a court as provided in Article IX hereof.

                           ARTICLE IX

                         INDEMNIFICATION

      Section  1.      Action Not By Or On Behalf Of Corporation.
The  Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative (other than an action  by  or  in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or
is  or  was  serving  at  the request of  the  Corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust or other enterprise,  against
expenses (including attorneys' fees), fees, judgments, fines, and
amounts  paid in settlement, actually and reasonably incurred  by
him
                              E-42
<PAGE>


in  connection with the action, suit or proceeding if he acted in
good  faith and in a manner reasonably believed to be in  or  not
opposed  to  the  best  interests of the  Corporation,  and  with
respect  to  any criminal action or proceeding, had no reasonable
cause  to  believe his conduct was unlawful.  The termination  of
any  action,  suit or proceeding by judgment, order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent
does  not,  of itself, create an presumption that the person  did
not  act  in  good  faith  and in a manner  which  he  reasonably
believed  to  be in or not opposed to the best interests  of  the
Corporation,  and,  with  respect  to  any  criminal  action   or
proceeding, had reasonable cause to believe that his conduct  was
unlawful.

      Section 2.     Action By Or On Behalf Of Corporation.   The
Corporation shall indemnify any person who was or is a  party  or
is  threatened to be made a party to any threatened,  pending  or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he  is
or was a director, officer, employee or agent of the Corporation,
or  is  or  was  serving at the request of the Corporation  as  a
director,  officer,  employee or agent  of  another  corporation,
partnership,  joint  venture, trust, or other enterprise  against
expenses,  including  amounts paid in settlement  and  attorneys'
fees  actually and reasonably incurred by him in connection  with
the  defense or settlement of the action or suit if he  acted  in
good faith and in a manner he reasonably believed to be in or not
opposed  to  the best interests of the Corporation,  except  that
indemnification may not be made for any claim, issue or matter as
to  which  such a person shall have been adjudged by a  court  of
competent   jurisdiction,  after  exhaustion   of   all   appeals
therefrom, to be liable to the Corporation or for amounts paid in
settlement to the Corporation, unless and only to the extent that
the  court in which the action or suit was brought or other court
of  competent jurisdiction determines upon application  that,  in
view  of  all  of the circumstances of the case,  the  person  is
fairly and reasonably entitled to indemnity for such expenses  as
the court deems proper.

      Section  3.     Successful Defense.  To the extent  that  a
director, officer, employee or agent of the Corporation has  been
successful  on the merits or otherwise in defense of any  action,
suit  or proceeding referred to in Section 1 or 2 of this Article
IX,  or in defense of any claim, issue or matter therein, he must
be  indemnified  by  the Corporation against expenses  (including
attorneys'  fees)  actually and reasonably  incurred  by  him  in
connection with the defense.

      Section 4.     Determination Of Right To Indemnification In
Certain Circumstances.  Any indemnification under Section I or  2
of  this  Article  IX,  unless ordered by  a  court  or  advanced
pursuant to this Article IX, must be made by the Corporation only
as  authorized  in  the specific case upon a  determination  that
indemnification of the director, officer, employee  or  agent  is
proper  in the circumstances.  The determination must be made  by
the Stockholders, the Board of Directors by a majority vote of  a
quorum  consisting of directors who were not parties to the  act,
suit  or  proceeding,  or  if a majority  vote  of  a  quorum  of
directors who were not parties to the act, suit or proceeding  so
orders, by independent legal counsel in a written opinion, or  if
a quorum consisting of directors who were not parties to the act,
suit  or  proceeding  cannot be obtained,  by  independent  legal
counsel in a written opinion.

      Section  5.      Advance Payment of Expenses.  Expenses  of
officers  and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the

                              E-43
<PAGE>


Corporation  as  they are incurred and in advance  of  the  final
disposition of the action, suit or proceeding upon receipt of  an
undertaking by or on behalf of the director or officer  to  repay
the amount if it is ultimately determined by a court of competent
jurisdiction  that  he is not entitled to be indemnified  by  the
Corporation  as  authorized in this Article.  The  provisions  of
this  subsection  (5)  of this Article IX shall  not  affect  any
rights  to  advancement of expenses to which corporate  personnel
other  than  directors  or officers may  be  entitled  under  any
contract or otherwise by law.

     Section 6.     Not Exclusive.

       (a)   The  indemnification  and  advancement  of  expenses
authorized in or ordered by a court pursuant to any other section
of this Article IX or any provision of law:

      (i)   does not exclude any other rights to which  a  person
seeking  indemnification  or  advancement  of  expenses  may   be
entitled  under  the Articles of Incorporation  or  any  statute,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except  that
indemnification, unless ordered by a court pursuant to subsection
2  of  this  Article IX or for the advancement of  expenses  made
pursuant  to this Article IX may not be made to or on  behalf  of
any  director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing  violation of the law and was material to  the  cause  of
action; and

     (ii) continues for a person who has ceased to be a director,
officer,  employee  or agent and inures to  the  benefit  of  the
heirs, executors and administrators of such a person.

      (b)   Without  limiting the foregoing, the  Corporation  is
authorized to enter into an agreement with any director, officer,
employee  or  agent of the Corporation providing  indemnification
for  such  person  against expenses, including  attorneys'  fees,
judgments, fines and amounts paid in settlement that result  from
any threatened, pending or completed action, suit, or proceeding,
whether   civil,   criminal,  administrative  or   investigative,
including any action by or in the right of the Corporation,  that
arises  by  reason  of the fact that such  person  is  or  was  a
director, officer, employee or agent of the Corporation, or is or
was  serving  at  the request of the Corporation as  a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture,  trust or other enterprise, to  the  full  extent
allowed  by law, except that no such agreement shall provide  for
indemnification  for  any  actions  that  constitute  intentional
misconduct, fraud, or a knowing violation of law and was material
to the cause of action.

      Section  7.      Certain Definitions.  For the purposes  of
this Article IX, (a) any director, officer, employee or agent  of
the  Corporation who shall serve as a director, officer, employee
or  agent of any other corporation, joint venture, trust or other
enterprise  of which the Corporation, directly or indirectly,  is
or  was a stockholder or creditor, or in which the Corporation is
or  was  in  any  way  interested, or (b) any director,  officer,
employee  or agent of any subsidiary corporation, joint  venture,
trust  or other enterprise wholly owned by the Corporation, shall
be  deemed  to be serving as such director, officer, employee  or
agent at the request of the Corporation, unless the

                              E-44
<PAGE>

Board  of Directors of the Corporation shall determine otherwise.
In  all other instances where any person shall serve as director,
officer, employee or agent of another corporation, joint venture,
trust  or other enterprise of which the Corporation is or  was  a
stockholder  or  creditor, or in which it  is  or  was  otherwise
interested,  if it is not otherwise established that such  person
is or was serving as such director, officer, employee or agent at
the  request  of the Corporation, the Board of Directors  of  the
Corporation may determine whether such service is or was  at  the
request of the Corporation, and it shall not be necessary to show
any  actual  or prior request for such service.  For purposes  of
this   Article  IX  references  to  a  corporation  include   all
constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person
who  is  or was a director, officer, employee or agent of such  a
constituent  corporation or is or was serving at the  request  of
such constituent corporation as a director, officer, employee  or
agent  of  another  corporation, joint venture,  trust  or  other
enterprise  shall stand in the same position under the provisions
of  this  Article IX with respect to the resulting  or  surviving
corporation  as  he  would  if he had  served  the  resulting  or
surviving corporation in the same capacity.  For purposes of this
Article  IX,  references  to  "other enterprises"  shall  include
employee  benefit plans; references to "fines" shall include  any
excise  taxes  assessed on a person with respect to  an  employee
benefit  plan; and references to "serving at the request  of  the
corporation"  shall  include any service as a director,  officer,
employee or agent of the Corporation which imposes duties on,  or
involves services by, such director, officer, employee, or  agent
with  respect  to an employee benefit plan, its participants,  or
beneficiaries;  and a person who acted in good  faith  and  in  a
manner  he  reasonably  believed to be in  the  interest  of  the
participants and beneficiaries of an employee benefit plan  shall
be  deemed  to have acted in a manner "not opposed  to  the  best
interests of the Corporation" as referred to in this Article IX.


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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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