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<SEC-DOCUMENT>/in/edgar/work/0001023175-00-000233/0001023175-00-000233.txt : 20000927
<SEC-HEADER>0001023175-00-000233.hdr.sgml : 20000927
ACCESSION NUMBER:		0001023175-00-000233
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20000925

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLENNIUM QUEST INC
		CENTRAL INDEX KEY:			0001117057
		STANDARD INDUSTRIAL CLASSIFICATION:	 [
]		IRS NUMBER:				870430320
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10SB12G
			SEC ACT:		
			SEC FILE NUMBER:	000-31619
			FILM NUMBER:		727989
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4089 MT OLYMPUS WAY
				CITY:			SALT LAKE CITY
				STATE:			UT
				ZIP:			84124
				BUSINESS PHONE:		8012786990
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		4089 MT OLYMPUS WAY
					CITY:			SALT LAKE CITY
					STATE:			UT
					ZIP:			84124
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                     US SECURITIES & EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-SB

                 GENERAL FORM FOR REGISTRATION OF SECURITIES
                           OF SMALL BUSINESS ISSUER
      Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                            MILLENNIUM QUEST, INC.
                (Name of Small Business Issuer in its charter)

              Delaware                                   87-0430320
   -------------------------------                    -----------------
   (State or Other Jurisdiction of                     (IRS Employer
   Incorporation or Organization)                      Identification No.)

              4089 Mount Olympus Way, Salt Lake City, Utah 84124
       ---------------------------------------------------------------
            (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number: (801) 278-6990


Securities to be registered under Section 12(b) of the Act:


Securities to be registered under Section 12(g) of the Act:

Common Stock, Par Value $0.001

<PAGE>

TABLE OF CONTENTS

ITEM NUMBER AND CAPTION

Part I                                                                Page No.

Item 1.  Description of Business .........................................1

Item 2.  Management's Discussion and Analysis or Plan of Operation........7

Item 3.  Description of Property..........................................9

Item 4.  Security Ownership of Certain Beneficial Owners and Management...9

Item 5.  Directors, Executive Officers, Promoters and Control Persons.....10

Item 6.  Executive Compensation...........................................11

Item 7.  Certain Relationships and Related Transactions...................11

Item 8.  Description of Securities........................................12

PART II

Item 1.  Market Price of and Dividends on the Registrant's Common
         Equity and Other Shareholder Matters.............................12

Item 2.  Legal Proceedings................................................13

Item 3.  Changes in and Disagreements with Accountants....................13

Item 4.  Recent Sales of Unregistered Securities..........................13

Item 5.  Indemnification of Directors and Officers........................13

PART F/S.............................................................16, F-1

PART III

Item 1.  Index to Exhibits................................................16

Item 2.  Description of Exhibits..........................................17

SIGNATURES................................................................17

<PAGE>

                       ITEM 1.  DESCRIPTION OF BUSINESS

General

     Millennium Quest, Inc. (the "Company"), a Delaware corporation, is
attempting to locate a business enterprise which it may acquire, merge or
reorganize with, or become engaged in.  The Company has been inactive for
several years, and to date has not located any specific business enterprise
for its involvement, nor has it entered into any arrangement or agreements
with respect thereto.

History

     Millennium Quest, Inc. (the "Company") was organized under the laws of
the state of Delaware on February 4, 1986, under the name "Teracom, Inc.," for
the purpose of seeking a business opportunity which the Company could acquire,
merge with, or become engaged in.  Immediately following the organization of
the Company, it sold a total of 400,000 shares of common stock, as presently
constituted, to its officers, directors and other shareholders for a total of
for a total of $20,000 in cash.  In order to provide the Company with
additional capital to seek to acquire or enter into a business opportunity, in
March, 1987, the Company completed a public offering of 806,750 shares of
common stock at a sales price of $.20 per share, as presently constituted
after giving effect to a 1 for 10 reverse split effected by the Company in
January, 1989, described below, or an aggregate offering of $161,350.
Following the offering, the original officers, directors and shareholders
contributed back to the Company a total of 58,750 shares of common stock, to
meet certain dilution requirements of the Utah Securities Division, the state
in which the offering was conducted.  The offering was registered by
qualification in the state of Utah, and was made in reliance on Rule 504 of
Regulation D under the Securities Act of 1933, as amended.  The Company
received net proceeds from the offering of approximately $133,000 after
offering costs.

     In December, 1988, the Company entered into a reorganization with Dix
Hills Equities Group, Inc. ("Dix Hills"), a closely-held Delaware corporation,
which transaction was later rescinded in May, 1994, as described below.  Under
the terms of the reorganization, the Company acquired all of the issued and
outstanding shares of Dix Hills in exchange for the issuance of a total of
4,592,000 shares of restricted common stock, or a controlling interest of
approximately 80%, to the Dix Hills shareholders.  As a result of this
transaction, Dix Hills, a company engaged in the air conditioning and heating
business, became a wholly-owned subsidiary of the Company.  In connection with
the reorganization, the officers and directors of the Company resigned, and
the designees of Dix Hills were appointed as the new directors and officers of
the Company; the Company effected a 1-for-ten reverse split in its issued and
outstanding shares; and the Company changed its name to "Dix Hills Equities
Group, Inc."  All share figures in this report give effect to the 1 for 10
reverse split described above.

     In October, 1991, a group of interested shareholders, consisting of
Coombs & Company, a Washington state partnership, and the present officers and
directors, filed a lawsuit in the United States District Court for the
District of Utah, against Dix Hills and the new management of the Company (the
"Dix Hills Group"), alleging a number of claims against the Dix Hills


<PAGE>

Group, including federal securities law claims.  In September, 1993, the
parties to the lawsuit entered into a settlement agreement, under the terms of
which the Dix Hills Group agreed to rescind the reorganization agreement, and
to return the control and status of the public company back to its
pre-acquisition officers and directors.  The settlement agreement provided for
the payment by the Dix Hills Group to the Company of the sum of $80,000.   In
connection with the settlement, in May, 1994, the Dix Hills Group returned to
the Company, for cancellation, all of the 4,592,000 post-split shares of
common stock issued in the reorganization, together with an additional 186,360
shares of common stock owned by former management.   As a result of the
settlement agreement, the Dix Hills Group resigned as officers and directors
of the Company, and present management was appointed.

     In April, 2000, the Company changed its name to "Millennium Quest, Inc."
In February, 1999, the Company issued a total of 1,000,000 shares of
restricted common stock, to its officers, directors and two other
shareholders, in consideration of the efforts undertaken by these individuals
to accomplish the recission, described above, and to reactivate the business
of the Company.

Business - General

     As indicated, the Company is seeking a business enterprise for
acquisition, reorganization or merger, or participation by the Company.  Over
the past few months, the Company's efforts have been focused on updating the
Company's financial statements and preparing this filing, and the Company has
not conducted any substantive review of any business ventures for possible
acquisition or participation by the Company.  The Company has not entered into
any agreement, nor does it have any commitment or understanding to enter into
or become engaged in a transaction as of the date of this filing.  The Company
will investigate, review, and evaluate business opportunities as they become
available and will seek to acquire or become engaged in business opportunities
at such time as specific opportunities warrant.

     It is anticipated that opportunities will be  made available to the
Company through its officers and directors and through professional advisors
including securities broker-dealers and through members of the financial
community.

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis regarding the quality of
the other firm's management and personnel, the asset base of such firm or
enterprise, the anticipated acceptability of new products or marketing
concepts, the merit of the firms business plan, and numerous other factors
which are difficult, if not impossible, to analyze through the application of
any objective criteria.

     For the past few years, the Company has had no active business
operations, and has been seeking to acquire an interest in a business with
long-term growth potential.  The Company currently has no commitment or
arrangement to participate in a business and cannot now predict what type of
business it may enter into or acquire.  It is emphasized that the business
objectives discussed herein are extremely general and are not intended to be
restrictive on the discretion of the Company's management.

                                      2
<PAGE>

     There are no plans or arrangements proposed or under consideration for
the issuance or sale of additional securities by the Company prior to the
identification of an acquisition candidate.  Consequently, management
anticipates that it may be able to participate in only one potential business
venture, due primarily to the Company's limited capital.  This lack of
diversification should be considered a substantial risk, because it will not
permit the Company to offset potential losses from one venture against gains
from another.

     The Company has voluntarily filed this registration statement on Form
10-SB to become subject to the reporting requirements under the Securities
Exchange Act of 1934 (the "Exchange Act"), based on management's belief that
the Company's reporting status will enhance its ability to locate and acquire
a business opportunity.  The Company intends to continue to voluntarily file
reports under the Exchange Act, regardless of whether its obligation to do so
is suspended by rule or statute.

Selection of a Business

     The Company anticipates that businesses for possible acquisition will be
referred by various sources, including its officers and directors,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will not engage in any general solicitation or advertising for a
business opportunity, and will rely on personal contacts of its officers and
directors and their affiliates, as well as indirect associations between them
and other business and professional people.  By relying on "word of mouth,"
the Company may be limited in the number of potential acquisitions it can
identify.  While it is not presently anticipated that the Company will engage
unaffiliated professional firms specializing in business acquisitions or
reorganizations, such firms may be retained if management deems it in the best
interest of the Company.

     Compensation to a finder or business acquisition firm may take various
forms, including one-time cash payments, payments based on a percentage of
revenues or product sales volume, payments involving issuance of securities
(including those of the Company), or any combination of these or other
compensation arrangements.  Consequently, the Company is currently unable to
predict the cost of utilizing such services.  Management of the Company will
not be paid a finder's fee for locating a business opportunity.

     The Company will not restrict its search to any particular business,
industry, or geographical location, and management reserves the right to
evaluate and enter into any type of business in any location.  The Company may
participate in a newly organized business venture or a more established
company entering a new phase of growth or in need of additional capital to
overcome existing financial problems.  Participation in a new business venture
entails greater risks since in many instances management of such a venture
will not have proved its ability, the eventual market of such venture's
product or services will likely not be established, and the profitability of
the venture will be unproved and cannot be predicted accurately.  If the
Company participates in a more established f-in-n with existing financial
problems, it may be subjected to risk because the financial resources

                                      3
<PAGE>

of the Company may not be adequate to eliminate or reverse the circumstances
leading to such financial problems.

     In seeking a business venture, the decision of management will not be
controlled by an attempt to take advantage of any anticipated or perceived
appeal of a specific industry, management group, product, or industry, but
will be based on the business objective of seeking long-term capital
appreciation in the real value of the Company.  The Company will not acquire
or merge with a business or corporation in which the Company's officers,
directors, or promoters, or their affiliates or associates, have any direct or
indirect ownership interest.

     The analysis of new businesses will be undertaken by or under the
supervision of the officers and directors.  In analyzing prospective
businesses, management will consider, to the extent applicable, the available
technical, financial, and managerial resources; working capital and other
prospects for the future; the nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; the potential for growth and expansion; the potential for profit;
the perceived public recognition or acceptance of products, services, or trade
or service marks; name identification; and other relevant factors.

     The decision to participate in a specific business may be based on
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes, and other factors which are
difficult, if not impossible, to analyze through any objective criteria.  It
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand significantly,
change product emphasis, change or substantially augment management, and other
factors.

     The Company will analyze all available factors and make a determination
based on a composite of available facts, without reliance on any single
factor.  The period within which the Company may participate in a business
cannot be predicted and will depend on circumstances beyond the Company's
control, including the availability of businesses, the time required for the
Company to complete its investigation and analysis of prospective businesses,
the time required to prepare appropriate documents and agreements providing
for the Company's participation, and other circumstances.

Acquisition of a Business

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, or other reorganization
with another corporation or entity; joint venture; license; purchase and sale
of assets; or purchase and sale of stock, the exact nature of which cannot now
be predicted.  Notwithstanding the above, the Company does not intend to
participate in a business through the purchase of minority stock positions.
On the consummation of a transaction, it is likely that the present management
and shareholders of the Company will not be in control of the Company.  In
addition, a majority or all of the Company's directors may, as part of

                                      4
<PAGE>

the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders.

     In connection with the Company's acquisition of a business, the present
shareholders of the Company, including officers and directors, may, as a
negotiated element of the acquisition, sell a portion or all of the Company's
Common Stock held by them at a significant premium over their original
investment in the Company.  As a result of such sales, affiliates of the
entity participating in the business reorganization with the Company would
acquire a higher percentage of equity ownership in the Company.  Management
does not intend to actively negotiate for or otherwise require the purchase of
all or any portion of its stock as a condition to or in connection with any
proposed merger or acquisition.  Although the Company's present shareholders
did not acquire their shares of Common Stock with a view towards any
subsequent sale in connection with a business reorganization, it is not
unusual for affiliates of the entity participating in the reorganization to
negotiate to purchase shares held by the present shareholders in order to
reduce the amount of shares held by persons no longer affiliated with the
Company and thereby reduce the potential adverse impact on the public market
in the Company's common stock that could result from substantial sales of such
shares after the business reorganization.  Public investors will not receive
any portion of the premium that may be paid in the foregoing circumstances.
Furthermore, the Company's shareholders may not be afforded an opportunity to
approve or consent to any particular stock buy-out transaction.

     In the event sales of shares by present shareholders of the Company,
including officers and directors, is a negotiated element of a future
acquisition, a conflict of interest may arise because directors will be
negotiating for the acquisition on behalf of the Company and for sale of their
shares for their own respective accounts.  Where a business opportunity is
well suited for acquisition by the Company, but affiliates of the business
opportunity impose a condition that management sell their shares at a price
which is unacceptable to them, management may not sacrifice their financial
interest for the Company to complete the transaction.  Where the business
opportunity is not well suited, but the price offered management for their
shares is high, Management will be tempted to effect the acquisition to
realize a substantial gain on their shares in the Company.  Management has not
adopted any policy for resolving the foregoing potential conflicts, should
they arise, and does not intend to obtain an independent appraisal to
determine whether any price that may be offered for their shares is fair.
Stockholders must rely, instead, on the obligation of management to fulfill
its fiduciary duty under state law to act in the best interests of the Company
and its stockholders.

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance on exemptions from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of the transaction, the Company may agree to register such
securities either at the time the transaction is consummated, under certain
conditions, or at specified times thereafter.  Although the terms of such
registration rights and the number of securities, if any, which may be
registered cannot be predicted, it may be expected that registration of
securities by the Company in these circumstances would entail substantial
expense to the Company.  The issuance of substantial additional securities and
their potential sale into any trading market which may develop in the
Company's securities may have a depressive effect on such market.

                                      5
<PAGE>

     While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to structure the acquisition as a so-called
"tax-free" event under sections 351 or 368(a) of the Internal Revenue Code of
1986, (the "Code").  In order to obtain tax-free treatment under section 351
of the Code, it would be necessary for the owners of the acquired business to
own 80% or more of the voting stock of the surviving entity.  In such event,
the shareholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity.  Section 368(a)(1) of the Code
provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation.  Generally, the Company will be
the acquiring corporation in such a business reorganization, and the tax-free
status of the transaction will not depend on the issuance of any specific
amount of the Company's voting securities.  It is not uncommon, however, that
as a negotiated element of a transaction completed in reliance on section 368,
the acquiring corporation issue securities in such an amount that the
shareholders of the acquired corporation will hold 50% or more of the voting
stock of the surviving entity.  Consequently, there is a substantial
possibility that the shareholders of the Company immediately prior to the
transaction would retain less than 50% of the issued and outstanding shares of
the surviving entity.  Therefore, regardless of the form of the business
acquisition, it may be anticipated that stockholders immediately prior to the
transaction will experience a significant reduction in their percentage of
ownership in the Company.

     Notwithstanding the fact that the Company is technically the acquiring
entity in the foregoing circumstances, generally accepted accounting
principles will ordinarily require that such transaction be accounted for as
if the Company had been acquired by the other entity owning the business and,
therefore, will not permit a write-up in the carrying value of the assets of
the other company.
The manner in which the Company participates in a business will depend on the
nature of the business, the respective needs and desires of the Company and
other parties, the management of the business, and the relative negotiating
strength of the Company and such other management.

     The Company will participate in a business only after the negotiation and
execution of appropriate written agreements.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such
closing, will outline the manner of bearing costs if the transaction is not
closed, will set forth remedies on default, and will include miscellaneous
other terms.

Operation of Business After Acquisition

     The Company's operation following its acquisition of a business will be
dependent on the nature of the business and the interest acquired.  The
Company is unable to predict whether the Company will be in control of the
business or whether present management will be in control of the Company
following the acquisition.  It may be expected that the business will present
various risks, which cannot be predicted at the present time.

                                      6
<PAGE>

Governmental Regulation

     It is impossible to predict the government regulation, if any, to which
the Company may be subject until it has acquired an interest in a business.
The use of assets and/or conduct of businesses which the Company may acquire
could subject it to environmental, public health and safety, land use, trade,
or other governmental regulations and state or local taxation.  In selecting a
business in which to acquire an interest, management will endeavor to
ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company.  In
certain circumstances, however, such as the acquisition of an interest in a
new or start-up business activity, it may not be possible to predict with any
degree of accuracy the impact of government regulation.  The inability to
ascertain the effect of government regulation on a prospective business
activity will make the acquisition of an interest in such business a higher
risk.

Competition

     The Company will be involved in intense competition with other business
entities, many of which will have a competitive edge over the Company by
virtue of their stronger financial resources and prior experience in business.
There is no assurance that the Company will be successful in obtaining
suitable investments.

Employees

     The Company is a development stage company and currently has no
employees.  Executive officers, who are not compensated for their time
contributed to the Company, will devote only such time to the affairs of the
Company as they deem appropriate, which is estimated to be no more than 20
hours per month per person, until such time as the Company enters into active
negotiations to acquire or reorganize with a business.  Management of the
Company expects to use consultants, attorneys, and accountants as necessary,
and does not anticipate a need to engage any full-time employees so long as it
is seeking and evaluating businesses.  The need for employees and their
availability will be addressed in connection with a decision whether or not to
acquire or participate in a specific business industry.

      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

     Six Months Ended June 30, 2000 and 1999 and Calendar Years Ended
     December 31, 1999 and 1998

     The Company has had no revenue from continuing operations for the six
month periods ended June 30, 2000 and 1999, or the years ended December 31,
1999 and 1998.   General and administrative expenses for the six month periods
ended June 30, 2000 and 1999, and for the years ended December 31, 1999 and
1998, consisted of general corporate administration costs.

                                      7
<PAGE>

These costs were $5,000 and $10,506 for the six month periods ended June 30,
2000 and 1999, respectively.  These costs were $17,076 and $2,147 for the
years ended December 31, 1999 and 1998, respectively.  All remaining expenses
are attributable to costs and professional fees incurred to update the Company
in order to make a Form 10-SB filing.

     The Company had an interest income of $533 and $612 for the six month
periods ended June 30, 2000 and 1999.  Interest income for the Company for the
years ended December 31, 1999 and 1998, was $1,144 and $1,386.

     As a result of all of these factors, the Company has realized a net loss
for the six months ended June 30, 2000 and 1999 of $4,467 and $9,894,
respectively, and for the years ended December 31, 1999 and 1998, a net loss
of $15,932 and $761, respectively.

Liquidity and Capital Resources

     At June 30, 2000, the Company had working capital of approximately
$35,020, as compared to working capital of approximately $35,620 at December
31, 1999.  Working capital as of both dates consists of cash.  Although the
Company's most significant assets consist largely of cash and cash
equivalents, the Company has no intent to become, or hold itself out to be,
engaged primarily in the business of investing, reinvesting, or trading in
securities.  Accordingly, the Company does not anticipate being required to
register pursuant to the Investment Company Act of 1940, and expects to be
limited in its ability to invest in securities, other than cash equivalents
and government securities, in the aggregate amount of over 40% of its assets.
There can be no assurance that any investment made by the Company will not
result in losses.

     The Company has very limited liquid assets, and such assets may not be
sufficient for the Company to meet its operating needs over the next twelve
months.  The Company does not anticipate, however, that it will require
substantial revenue, or additional cash assets,  until it enters into an
acquisition or reorganization transaction with a business opportunity.  The
Company has no material revenues and its needs for capital will in all
likelihood change dramatically if it acquires an interest in a business
opportunity in the next twelve months.  The Company's current operating plan
is to (a) cover the administrative and reporting requirements of a public
company; and (b) search for, and investigate, potential businesses, products,
technologies and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect to the acquisition of
any business, product, technology or company, and there can be no assurance
that the Company will be able to identify any such business, product,
technology or entity suitable for an acquisition or reorganization
transaction.  Moreover, there can be no assurance the Company will be
successful in its efforts to enter into consummate an acquisition or
reorganization transaction on terms favorable or beneficial to the Company and
its shareholders, or that it, or its successor, will be able to effectively
manage the business opportunity the Company acquires or becomes engaged in.

                                      8
<PAGE>


                       ITEM 3.  DESCRIPTION OF PROPERTY

     The Company uses offices and related clerical services at 4089 Mount
Olympus Way, Salt Lake City, Utah 84124, provided by Terry Cononelos, the
Secretary/Treasurer and a Director of the Company at no charge.

     The Company owns no properties.

          ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                AND MANAGEMENT

     The following table sets forth as of the date of filing of this report,
the number and percentage of the outstanding shares of common stock 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.

                                             Common
Name and Address                             Shares       Percent of Class(1)
- -------------------                          --------     ------------------

Dimitri Cocorinis(2)(4)
1346 East Harrison Avenue
Salt Lake City, Utah 84105                    436,925         22.27

Terry Cononelos(3)(4)
4089 Mount Olympus Way
Salt Lake City, Utah 84124                    436,925         22.27

Jack Coombs(4)
2581 East 1300 South
Salt Lake City, Utah 84108                    295,000         15.04

All Executive officers and Directors
 as a Group (2 persons)                       873,850         44.54


(1)     All shares are held of record and beneficially.

(2)     Dimitri Cocorinis is the President and a Director of the Company.

(3)     Terry Cononelos is the Secretary/Treasurer and a Director of the
        Company.

(4)     These individuals were issued restricted stock in February, 1999, in
        consideration of services rendered to the Company.


                                      9
<PAGE>

              ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                             AND CONTROL PERSONS

Directors and Officers

     The following table sets forth the names, ages, and positions with the
Company for each of the directors and officers of the Company.

Name                               Age    Positions(1)                Since

Dimitri Cocorinis                   45    President and Director      1994
Terry Cononelos                     46    Secretary/Treasurer and
                                          Director                    1994


(1)     All executive officers are elected by the Board and hold office until
the next Annual Meeting of stockholders and until their successors are elected
and qualify.

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

     Dimitri Cocorinis, is the President and a director of the Company.  Mr.
Cocorinis has been a registered investment advisor for Wasatch Advisors, an
investment advisory firm, for over ten (10) years.  As an employee of Wasatch
Advisors, Mr. Cocorinis is a senior trader and a money manager of mutual funds
for institutional investors.  From approximately 1980 until his current
employment at Wasatch Advisors, Mr. Cocorinis was a real estate agent for
Sugarhouse Realty, a Salt Lake City based real estate company.  Mr. Cocorinis
received his bachelor of arts degree from the University of Utah in
philosophy.  He also has a liberal arts degree from Franklin College in
Lugano, Switzerland.

     Terry Cononelos, is the Secretary and a director of the Company.  Mr.
Cononelos has been a real estate agent with Chapman Richards, a Salt Lake City
real estate firm,  for the past eight years.  From 1980 until his current
position, he was a real estate agent at Sugarhouse Realty.  Mr. Cononelos
received his bachelor's degree in accounting from the University of Utah in
1977.

     Mr. Cocorinis and Mr. Cononelos are cousins.

Other Shell Company Activities

     Neither of the officers and directors are involved in any other shell
corporations, as an officer, director or principal shareholder, and have not
had any such involvement for over ten (10) years.

                                      10
<PAGE>

                       ITEM 6.  EXECUTIVE COMPENSATION

     The Company has no agreement or understanding, express or implied, with
any officer, director, or principal stockholder, or their affiliates or
associates, regarding employment with the Company or compensation for
services.  The Company has no plan, agreement, or understanding, express or
implied, with any officer, director, or principal stockholder, or their
affiliates or associates, regarding the issuance to such persons of any shares
of the Company's authorized and unissued common stock.  There is no
understanding between the Company and any of its present stockholders
regarding the sale of a portion or all of the common stock currently held by
them in connection with any future participation by the Company in a business.
There are no other plans, understandings, or arrangements whereby any of the
Company's officers, directors, or principal stockholders, or any of their
affiliates or associates, would receive funds, stock, or other assets in
connection with the Company's participation in a business.  No advances have
been made or contemplated by the Company to any of its officers, directors, or
principal stockholders, or any of their affiliates or associates.

     There is no policy that prevents management from adopting a plan or
agreement in the future that would provide for cash or stock based
compensation for services rendered to the Company.

     On acquisition of a business, it is possible that current management will
resign and be replaced by persons associated with the business acquired,
particularly if the Company participates in a business by effecting a stock
exchange, merger, or consolidation as discussed under "BUSINESS." In the event
that any member of current management remains after effecting a business
acquisition, that member's time commitment and compensation will likely be
adjusted based on the nature and location of such business and the services
required, which cannot now be foreseen.

     In February, 1999, the Company granted to its officers and directors, and
two other shareholders, a total of 1,000,000 shares of restricted common
stock, for services rendered on behalf of the Company over the preceding
several years.  (See "ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.")

           ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In February, 1999, the Company issued a total of 1,000,000 shares of
restricted common stock to its two officers and directors, and to two other
shareholders for services rendered by these individuals over the preceding
several years in effecting a recission of the transaction with Dix Hills,
described under "ITEM 1.  BUSINESS," and in undertaking efforts to bring the
Company current.  These shares were issued as follows: Terry Cononelos and
Dimitri Cocorinis (officers and directors) - 350,000 shares each; Jack Coombs
- - 250,000 shares; and Jeff Helotes - 50,000 shares.   At the time of issuance
of these shares, and since the date of issuance, there has been no market for
the common stock of the Company.  These shares were issued in reliance upon
the exemption from registration set forth under Section 4(2) of the Securities
Act of 1933, as amended, and applicable exemptions in the state of Utah.


                                      11
<PAGE>

     Except for the transaction described above, there are no proposed
transactions and no transactions during the past two years to which the
Company was (or is) a party, and in which any officer, director, or principal
shareholder, or their affiliates or associates, was also a party.

                      ITEM 8.  DESCRIPTION OF SECURITIES

     The Company is authorized to issue 20,000,000 shares of common stock, par
value $0.001 per share, of which 1,961,643 shares are issued and outstanding.
Holders of common stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of stockholders.  Shares of common stock do
not carry cumulative voting rights and, therefore, holders of a majority of
the outstanding shares of common stock will be able to elect the entire board
of directors, and, if they do so, minority stockholders would not be able to
elect any members to the board of directors.  The Company's board of directors
has authority, without action by the Company's stockholders, to issue all or
any portion of the authorized but unissued shares of common stock, which would
reduce the percentage ownership in the Company of its stockholders and which
may dilute the book value of the common stock.  Stockholders of the Company
have no pre-emptive rights to acquire additional shares of common stock.  The
common stock is not subject to redemption and carries no subscription or
conversion rights.  In the event of liquidation of the Company, the shares of
common stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.  Holders of common stock are entitled to
receive such dividends as the board of directors may from time to time declare
out of funds legally available for the payment of dividends.  The Company has
not paid dividends on its common stock and does not anticipate that it will
pay dividends in the foreseeable future.

     The Company is also authorized to issue a total of 5,000,000 shares of
preferred stock, par value $0.001 per share, none of which are issued and
outstanding.  The Company does not currently have any plans to issue any
shares of preferred stock.  The Company's board of directors has authority,
without action by the shareholders, to issue all or any portion of the
unissued 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 such series.  The preferred stock, if and when issued, may
carry rights superior to those of the common stock.

                                   PART II

                ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE
           REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

     There is no established trading market for the common stock, and there
has not been a trading market in the Company's common stock for the past
several years.  For the past several years, there have been no public
transactions in the common stock of the Company, to the best knowledge of the
Company.  The Company's common stock is not quoted on the OTC Bulletin Board,
the "pink sheets," or in any other quotation system.  Following the filing and
review of this Form 10-SB, the Company anticipates that it will seek to have
its common stock quoted on the OTC Bulletin Board; however, there can be no
assurance the Company will be successful in accomplishing this objective.

                                      12
<PAGE>


     Since its inception, no dividends have been paid on the Company's common
stock.  The Company intends to retain any earnings for use in its business
activities, so it is not expected that any dividends on the common stock will
be declared and paid in the foreseeable future.

     At September 15, 2000, there were approximately 166 holders of record of
the Company's Common Stock.

                          ITEM 2.  LEGAL PROCEEDINGS

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

          ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                     ACCOUNTING AND FINANCIAL DISCLOSURE

     There have been no changes in or disagreements with accountants since the
Company's organization.

               ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES

     In February, 1999, the Company issued a total of 1,000,000 shares of
restricted common stock to its officers and directors and two other
shareholders, for services rendered.  (See "ITEM 7.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.")

              ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware Corporation Law provides in relevant part as
follows:

     (a)     A corporation shall have power to 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 the 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, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such action,
suit or proceeding if the person acted in good faith and in a manner the
person 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 the person's 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, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which the person 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 the person's conduct was
unlawful.

                                      13
<PAGE>

     (b)     A corporation shall have power to 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 the 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
against expenses (including attorneys' fees) actually and reasonably incurred
by the person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c)     To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d)     Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the present or former director, officer, employee or agent is proper in the
circumstances because the person has met the applicable standard of conduct
set forth in subsections (a) and (b) of this section. Such determination shall
be made, with respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) by a committee of such directors designated by majority vote of such
directors, even though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (4) by the stockholders.

     (e)     Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions, if any, as
the corporation deems appropriate.

     (f)     The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other

                                      14
<PAGE>

rights to which those seeking indemnification or advancement of expenses may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.

     (g)     A corporation shall have power to purchase and maintain insurance
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 against any liability asserted
against such person and incurred by such person in any such capacity, or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability under
this section.

     (h)     For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect
to the resulting or surviving corporation as such person would have with
respect to such constituent corporation if its separate existence had
continued.

     (i)     For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any 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 such
person 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 section.

     (j)     The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

     (k)     The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees).

                                      15
<PAGE>

                                   PART F/S
                             FINANCIAL STATEMENTS

     The following financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on page F-1.

     (a)      Audited Financial Statements

     Independent Auditors' Report
     Balance Sheet  as of December 31, 1999
     Statements of Operations for the years ended December 31, 1999 and 1998
         and for the period from inception on February 4, 1986 through
         December 31, 1999
     Statement of Stockholders' Equity from inception on February 4, 1986
         through December 31, 1999
     Statements of Cash Flows for the years ended December 31, 1999 and 1998
         and For the period from inception on February 4, 1986 through
         December 31, 1999
     Notes to Financial Statements

     (b)     Unaudited Financial Statements

     Balance Sheet as of June 30, 2000
     Statements of Operations for the six months ended June 30, 2000 and 1999
          and for the period from inception on February 4, 1986 through June
          30, 2000
     Statement of Stockholders' Equity from inception on February 4, 1986
          through June 30, 2000
     Statements of Cash Flows for the six months ended June 30, 2000 and 1999
          and for The period from inception on February 4, 1986 through June
          30, 2000
     Notes to Unaudited Financial Statements

                                   PART III

     ITEM 1.  INDEX TO EXHIBITS

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


Exhibit       SEC Ref.
No.           No             Description/Title of Document              Page
- --------      --------       -----------------------------------       ------
1              (3)(i)        Articles of Incorporation, as amended      E-1

2              (3)(ii)       Bylaws                                     E-15

               (27)          Financial Data Schedules*

    *  The Financial Data Schedules are presented only in the electronic
filing with the Securities and Exchange Commission

                                   16
<PAGE>

                       ITEM 2.  DESCRIPTION OF EXHIBITS

See Item 1, Part III, above.

                                  SIGNATURES

     In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.

                                            MILLENNIUM QUEST, INC.


Date: September 15, 2000                    By: /s/ Dimitri Cocorinis
                                            ----------------------------
                                            Dimitri Cocorinis, President

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



Date: September 15, 2000                     /s/ Dimitri Cocorinis
                                             ----------------------------
                                             Dimitri Cocorinis, Director



Date: September 15, 2000                     /s/ Terry Cononelos
                                             ----------------------------
                                             Terry Cononelos, Director


                                      17

<PAGE>

                            MILLENNIUM QUEST, INC.
                  (Formerly Dix Hills Equities Group, Inc.)
                         [A Development Stage Company]



                                   CONTENTS

                                                       PAGE

Independent Auditors' Report                            F-2


Balance Sheet, December 31, 1999                        F-3


Statements of Operations, for the years ended
  December 31, 1999 and 1998 and for the period
  from inception on February 4, 1986 through
  December 31, 1999                                     F-4


Statement of Stockholders' Equity from inception
  on February 4, 1986 through December 31, 1999         F-5


Statements of Cash Flows for the years ended
  December 31, 1999 and 1998 and for the period
  from inception on February 4, 1986 through
  December 31, 1999                                     F-7


Notes to Financial Statements                           F-8


                                      F-1
<PAGE> 18

                        PRITCHETT, SILER & HARDY, P.C.
                         CERTIFIED PUBLIC ACCOUNTANTS
                              430 East 400 South
                          Salt Lake City, Utah 84111
                         (801)328-2727 - FAX 328-1123


                         INDEPENDENT AUDITORS' REPORT



Board of Directors
MILLENNIUM QUEST, INC.
(Formerly Dix Hills Equities Group, Inc.)
Salt Lake City, Utah

We have audited the accompanying balance sheet of Millennium Quest, Inc. [a
development stage company] at December 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the years ended December
31, 1999 and 1998 and from inception on February 4, 1986 through December 31,
1999.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these 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 financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the 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 opinions.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Millennium Quest, Inc. as of
December 31, 1999, and the results of its operations and its cash flows for
the years ended December 31, 1999 and 1998, and from inception on February 4,
1986 through December 31, 1999, in conformity with generally accepted
accounting principles.



/s/ Pritchett, Siler & Hardy, P.C.

PRITCHETT, SILER & HARDY, P.C.

February 9, 2000
Salt Lake City, Utah

                                    F-2
<PAGE> 19

                            MILLENNIUM QUEST, INC.
                  (Formerly Dix Hills Equities Group, Inc.)
                         [A Development Stage Company]


                                BALANCE SHEET



                                    ASSETS


                                                        December 31,
                                                            1999
                                                       -------------
CURRENT ASSETS:
  Cash in bank                                         $     35,620
                                                       -------------
                                                       $     35,620
                                                       =============


                     LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
  Accounts payable                                     $      2,399
                                                       -------------
     Total Current Liabilities                         $      2,399
                                                       -------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value,
    5,000,000 shares authorized, no
    shares issued and outstanding                                 -
  Common stock, $.001 par value,
    200,000,000 shares authorized,
    1,961,643 shares issued and
    outstanding                                               1,962
  Capital in excess of par value                            161,088
  Deficit accumulated during the
    development stage                                      (129,829)
                                                       -------------
     Total Stockholders' Equity                              33,221
                                                       -------------
                                                       $     35,620
                                                       =============




The accompanying notes are an integral part of this financial statement.

                                     F-3

<PAGE> 20

                            MILLENNIUM QUEST, INC.
                  (Formerly Dix Hills Equities Group, Inc.)
                         [A Development Stage Company]



                           STATEMENTS OF OPERATIONS

                                        Years Ended          From Inception
                                        December 31,         on February 4,
                                ---------------------------- 1986 Through
                                   1999             1998     December 31, 1999
                                ------------- -------------- ---------------
REVENUE                         $          -  $           -  $            -
                                ------------- -------------- ---------------
OPERATING EXPENSES:
  General and administrative          17,076          2,147          63,726
                                ------------- -------------- ---------------
LOSS FROM OPERATIONS                 (17,076)        (2,147)        (63,726)
                                ------------- -------------- ---------------
OTHER INCOME:
  Interest and other income            1,144          1,386          19,723
                                ------------- -------------- ---------------
      Total Other Income               1,144          1,386          19,723
                                ------------- -------------- ---------------
LOSS BEFORE INCOME TAXES             (15,932)          (761)        (44,003)

CURRENT TAX EXPENSE                        -              -               -

DEFERRED TAX EXPENSE                       -              -               -
                                ------------- -------------- ---------------
LOSS FROM CONTINUING OPERATIONS      (15,932)          (761)        (44,003)
                                ------------- -------------- ---------------
DISCONTINUED OPERATIONS:
  Loss from operations of
    discontinued subsidiary                -              -        (131,258)
  Gain on disposal of
    discontinued subsidiary                -              -          45,432
                                ------------- -------------- ---------------
LOSS FROM DISCONTINUED
  OPERATIONS                               -              -         (85,826)
                                ------------- -------------- ---------------
NET LOSS                        $    (15,932) $        (761) $     (129,829)
                                ============= ============== ===============
INCOME (LOSS) PER COMMON SHARE:
  Income (loss) from continuing
    operations                  $       (.01) $        (.00) $         (.02)
  (Loss) from discontinued
    operations                             -              -            (.05)
  Gain on disposal of subsidiary           -              -             .02
                                ------------- -------------- ---------------
LOSS PER COMMON SHARE           $       (.01) $        (.00) $         (.04)
                                ============= ============== ===============


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

                                     F-4
<PAGE> 21

                            MILLENNIUM QUEST, INC.
                  (Formerly Dix Hills Equities Group, Inc.)
                         [A Development Stage Company]


                      STATEMENT OF STOCKHOLDERS' EQUITY

                      FROM INCEPTION ON FEBRUARY 4, 1986

                          THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                                               Earnings
                                                                                               (Deficit)
                                                                                               Accumulated
                                    Preferred Stock            Common Stock       Capital in   During the
                                  ---------- ---------- ------------ ------------ Excess of    Development
                                   Shares      Amount     Shares       Amount     Par Value    Stage
                                  ---------- ---------- ------------ ------------ ------------ ------------
<S>                               <C>        <C>        <C>          <C>          <C>          <C>
BALANCE, February 4, 1986                 -  $       -            -  $         -  $         -  $         -

Shares issued to initial
  stockholders for cash,
  February, 1986 at $.05 per
  share, restated for stock split         -          -      400,000          400       19,600            -

Net income for the period
  ended December 31, 1986                 -          -            -            -            -          288
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1986                -          -      400,000          400       19,600          288

Shares of common stock sold
  to public for cash, March
  1987 at $.20 per share                  -          -      806,750          807      132,243            -

Shares issued to initial
  stockholders contributed back
  to Company to meet dilution
  requirements                            -          -      (58,750)         (59)          59            -

Net loss for the year
  ended December 31, 1987                 -          -             -           -            -         (958)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1987                -          -    1,148,000        1,148      151,902         (670)

Shares issued for acquisition
  of subsidiary, December 27,
  1988 at $.001 per share                 -          -    4,592,000        4,592       (4,592)           -

Net loss for the year
  ended December 31, 1988                 -          -            -            -            -      (21,039)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1988                -          -    5,740,000        5,740      147,310      (21,709)

Net loss for the year
  ended December 31,  1989                -          -            -            -            -          (40)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1989                -          -    5,740,000        5,740      147,310      (21,749)

Net loss for the year
  ended December 31, 1990                 -          -            -            -            -          (40)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1990                -          -    5,740,000        5,740      147,310      (21,789)

Net loss for the year
  ended December 31, 1991                 -          -            -            -            -     (131,261)
                                  ---------- ---------- ------------ ------------ ------------ ------------

                                    [Continued]

                                        F-5
</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>

                              MILLENNIUM QUEST, INC.
                     (Formerly Dix Hills Equities Group, Inc.)
                           [A Development Stage Company]

                         STATEMENT OF STOCKHOLDERS' EQUITY

                        FROM INCEPTION ON FEBRUARY 4, 1986

                             THROUGH DECEMBER 31, 1999

                                    [Continued]

                                                                                               Earnings
                                                                                               (Deficit)
                                                                                               Accumulated
                                    Preferred Stock            Common Stock       Capital in   During the
                                  ---------- ---------- ------------ ------------ Excess of    Development
                                   Shares      Amount     Shares       Amount     Par Value    Stage
                                  ---------- ---------- ------------ ------------ ------------ ------------
<S>                               <C>        <C>        <C>          <C>          <C>          <C>
BALANCE, December 31, 1991                -          -    5,740,000        5,740      147,310     (153,050)

Net loss for the year
 ended December 31, 1992                  -          -            -            -            -            -
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1992                -          -    5,740,000        5,740      147,310     (153,050)

Net loss for the year
  ended December 31, 1993                 -          -            -            -            -            -
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1993                -          -    5,740,000        5,740      147,310     (153,050)

Cancellation of shares for
  Recission of previous acquisition
  agreement, May 4, 1994, at $.001
  per share                               -          -   (4,778,360)      (4,778)       4,778            -

Other adjustments                         -          -            3            -            -            -

Net income for the year
  ended December 31, 1994                 -          -            -            -            -       44,939
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1994                -          -      961,643          962      152,088     (108,111)

Net loss for the year
  ended December 31, 1995                 -          -            -            -            -       (5,040)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1995                -          -      961,643          962      152,088     (113,151)

Net income for the year
  ended December 31, 1996                 -          -            -            -            -          991
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1996                -          -      961,643          962      152,088     (112,160)

Net loss for the year
  ended December 31, 1997                 -          -            -            -            -         (976)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1997                -          -      961,643          962      152,088     (113,136)

Net loss for the year
  ended December 31, 1998                 -          -            -            -            -         (761)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1998                -          -      961,643          962      152,088     (113,897)

Shares issued for services
  rendered, February 26, 1999
  at $.01 per share                       -          -    1,000,000        1,000        9,000            -

Net loss for the year
  ended December 31, 1999                 -          -            -            -            -      (15,932)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1999                -  $       -    1,961,643  $     1,962  $   161,088  $  (129,829)
                                  ========== ========== ============ ============ ============ ============

     The accompanying notes are an integral part of this financial statement.

                                        F-6
</TABLE>
<PAGE> 23
<TABLE>
<CAPTION>

                              MILLENNIUM QUEST, INC.
                     (Formerly Dix Hills Equities Group, Inc.)
                           [A Development Stage Company]

                             STATEMENTS OF CASH FLOWS

                                                             For the
                                                            Years Ended        From Inception
                                                            December 31,       on February 4,
                                                   --------------------------- 1986 Through
                                                      1999             1998    December 31,1999
                                                   ------------- ------------- --------------
<S>                                                <C>           <C>           <C>
Cash Flows from Operating Activities:
   Net Income (loss)                               $    (15,932) $       (761) $    (129,829)
                                                   ------------- ------------- --------------
   Adjustments to reconcile net loss to net cash
     used by operating activities:
       Non-cash expense                                  10,000             -         10,000
       Amortization expense                                   -             -            200
       Changes in assets and liabilities:
         Increase (decrease) in accounts payable         (1,000)        1,170          2,399
                                                   ------------- ------------- --------------
         Total Adjustments                                9,000         1,170         12,599
                                                   ------------- ------------- --------------
         Net Cash Flows (Used) by
         Operating Activities                            (6,932)          409       (117,230)
                                                   ------------- ------------- --------------
Cash Flows from Investing Activities:
   Organization costs                                         -             -           (200)
                                                   ------------- ------------- --------------
         Net Cash (Used) by Investing Activities              -             -           (200)
                                                   ------------- ------------- --------------
Cash Flows from Financing Activities:
   Proceeds from common stock issuance                        -             -        181,350
   Stock offering costs                                       -             -        (28,300)
                                                   ------------- ------------- --------------
Net Cash Provided by Financing Activities                     -             -        153,050
                                                   ------------- ------------- --------------
Net Increase (decrease) in cash                          (6,932)          409         35,620

Cash at Beginning of Period                              42,552        42,143              -
                                                   ------------- ------------- --------------
Cash at End of Period                              $     35,620  $     42,552  $      35,620
                                                   ============= ============= ==============

Supplemental Disclosures of Cash Flow information:
  Cash paid during the period for:
    Interest                                       $          -  $          -  $           -
    Income taxes                                   $          -  $          -  $           -


Supplemental schedule of Noncash Investing and Financing Activities:

   Year ended December 31, 1999:
     The Company issued 1,000,000 shares of common stock for services rendered valued at
     $10,000 (or $.01 per share).

   Year ended December 31, 1998:
     None

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

                                   F-7
</TABLE>
<PAGE> 24


                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - The Company was organized under the laws of the State of
Delaware on February 4, 1986 as Teracom, Inc.  The name was subsequently
changed to Dix Hills Equities Group, Inc. in connection with an acquisition of
a subsidiary in December, 1988.  The acquisition was subsequently rescinded
during 1994 [See Note 5].  During April 2000, the name of the Company was
changed to Millennium Quest, Inc  The Company has not commenced planned
principal operations and is considered a development stage company as defined
in SFAS No. 7.  The Company has, at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.

Organization Costs - The Company previously expensed its organization costs,
which reflect amounts expended to organize the Company, over sixty [60] months
using the straight line method.

Restatement of Financial Statements - During January, 1989, the company
effected a 1 for 10 reverse split of its common stock.  The financial
statements have been restated to reflect these changes for all periods
presented [See Note 3].

Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amount of revenues and expenses
during the reporting period.  Actual results could differ from those
estimated.

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented [See Note 6].

Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires an asset/liability approach for the effect of income
taxes [See Note 2].

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed
Securities ", SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", and SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities   deferral of the effective date of FASB statement No. 133 ( an
amendment of FASB Statement No. 133.)," were recently issued.  SFAS No. 132,
133, 134, 135, 136 and 137 have no current applicability to the Company or
their effect on the financial statements would not have been significant.

                               F-8
<PAGE> 25

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 -INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  FASB
109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or
tax credit carryforwards.  At December 31, 1999, the Company has available
unused operating loss carryforwards  of approximately $109,000, which may be
applied against future taxable income and which expire in various years
through 2019.

The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized in the financial
statements for the loss carryforwards.  The net deferred tax assets are
approximately $37,000, and $31,600 as  of December 31, 1999 and 1998 with an
offsetting valuation allowance at each year end of the same amount, resulting
in a change in the valuation allowance of approximately $5,400 and $200 during
1999 and 1998.

NOTE 3 - CAPITAL STOCK

Public Offering of Common Stock - During March, 1987, the Company completed a
public offering of 806,750 shares of its previously authorized, but unissued
common stock.  This offering was registered by qualification in the State of
Utah and was made in reliance on Rule 504 of Regulation D under the Securities
Act of 1933.  An offering price of $.20 per share was arbitrarily determined
by the Company and the sales agent.  Total proceeds of the offering amounted
to $161,350 and stock offering costs of $28,300 were offset against capital in
excess of par value.

Stock Split - In January, 1989, the Board of Directors authorized a 1 for 10
reverse stock split, thereby decreasing the number of shares issued and
outstanding to 5,740,000.  All references in the accompanying financial
statements to the number of common and per-share amounts have been restated to
reflect the stock split for all periods presented.

Preferred Stock - The Company has 5,000,000 shares of preferred stock
authorized $.001 par value with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors.  No
shares are issued and outstanding at December 31, 1999.

Cancellation of Common Stock - During 1994, 4,778,360 shares of common stock
were returned for cancellation due to the recission of the acquisition which
had occurred in 1988.

Common Stock - During February 1999, the Company issued 1,000,000 shares of
its previously authorized, but unissued common stock.  This stock was issued
for services rendered valued at $10,000 (or $.01 per share).

                               F-9
<PAGE> 26

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - RELATED PARTY TRANSACTIONS

Management Compensation -  During the year ended December 31, 1999 the Company
issued 1,000,000 shares of common stock for services rendered valued at
$10,000.  During 1998 the Company did not pay any compensation to its officers
or directors.

Office Space - The Company has not had a need to rent office space.  An
officer/shareholder of the Company is allowing the Company to use his home as
a mailing address, as needed, at no expense to the Company.


NOTE 5 - ACQUISITION/RECISSION

In December, 1988, the Company entered into an acquisition agreement wherein
the Company issued 4,592,000 shares of common stock to acquire all of the
issued and outstanding shares of Dix Hills Equities Group, Inc., making it a
wholly owned subsidiary of the Company.  The Company changed its name to Dix
Hills Equities Group, Inc.  A Class Action Securities fraud lawsuit was
subsequently filed against the Company and its officers (post acquisition) in
October, 1991.  In September of 1993 an agreement was reached to rescind the
acquisition agreement and to return the control and status of the parent
company back to its pre-acquisition officers.  In May, 1994, 4,592,000 shares
of common stock issued for the acquisition were returned for cancellation
along with an additional 186,360 shares owned by former management.

NOTE 6 - LOSS PER SHARE

The following data shows the amounts used in computing loss per share for the
periods presented:

                                             For the          From Inception
                                            Year Ended        on February 4,
                                           December 31,       1986  Through
                                     ------------------------ December 31,
                                           1999     1998      1999
                                     ------------ ----------- ------------
Loss from continuing operations
available to common shareholders
(numerator)                          $   (15,932) $      (761)$   (44,003)

Loss from discontinued operations
available to common shareholders
(numerator)                                    -            -    (131,258)

Gain on disposal of discontinued
Subsidiary (numerator)                         -            -      45,432
                                     ------------ ------------ -----------
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator)     1,810,955      961,643   2,845,912
                                     ------------ ------------ -----------

                               F-10
<PAGE> 27

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - SUBSEQUENT EVENTS

On April 10, 2000 the Company filed a certificate of amendment with the state
of Delaware changing the name of the Company to Millennium Quest, Inc.  The
Company also reduced the number of authorized shares of preferred stock from
10,000,000 to 5,000,000 shares.

<PAGE> 28


                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]




                             CONTENTS

                                                               PAGE



Unaudited Balance Sheet, June 30, 2000                          F-13


Unaudited Statements of Operations, for the
  six months ended June 30, 2000 and 1999 and for the
  period from inception on February 4, 1986
  through June 30, 2000                                         F-14


Unaudited Statement of Stockholders' Equity, from
  inception on February 4, 1986 through June 30, 2000           F-15

Unaudited Statements of Cash Flows, for the six
  months ended June 30, 2000 and 1999, and for the period
  from inception on February 4, 986 through June 30, 2000       F-18

Notes to Unaudited Financial Statements                         F-19

<PAGE> 29

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                  [A Development Stage Company]

                     UNAUDITED BALANCE SHEET

                              ASSETS

                                                                  June 30,
                                                                   2000
                                                                -------------
CURRENT ASSETS:
   Cash in bank                                                 $     35,020
                                                                -------------
        Total Current Assets                                          35,020
                                                                -------------
                                                                $     35,020
                                                                =============

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                             $      6,266
                                                                -------------
        Total Current Liabilities                                      6,266
                                                                -------------

STOCKHOLDERS' EQUITY:
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized, no shares issued and outstanding                          -
   Common stock, $.001 par value, 20,000,000 shares
     authorized, 1,961,643 shares issued and outstanding               1,962
   Capital in excess of par value                                    161,088
  Deficit accumulated during the development stage                  (134,296)
                                                                -------------
        Total Stockholders' Equity                                    28,755
                                                                -------------
                                                                $     35,020
                                                                =============


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

                               F-13
<PAGE> 30

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                  [A Development Stage Company]


                UNAUDITED STATEMENTS OF OPERATIONS



                                         For the Six           From Inception
                                         Months Ended          on February 4,
                                          June 30,             1986 Through
                                   --------------------------- June 30,
                                       2000          1999      2000
                                   ------------- ------------- -------------
REVENUE                            $           - $          -  $          -

OPERATING EXPENSES:
  General and Administrative              5,000        10,506        68,726
                                   ------------- ------------- -------------
LOSS FROM OPERATIONS                     (5,000)      (10,506)      (68,726)
                                   ------------- ------------- -------------
OTHER INCOME:
  Interest Income                           533           612        20,256
                                   ------------- ------------- -------------
       Total Other Income                   533           612        20,256
                                   ------------- ------------- -------------
LOSS BEFORE INCOME TAXES                 (4,467)       (9,894)      (48,470)

CURRENT TAX EXPENSE                           -             -             -

DEFFERED TAX EXPENSE                          -             -             -
                                   ------------- ------------- -------------
LOSS FROM CONTINUING OPERATIONS          (4,467)       (9,894)      (48,470)
                                   ------------- ------------- -------------
DISCONTINUED OPERATIONS:
  Loss from operations of
    discontinued subsidiary                   -             -      (131,258)
  Gain on disposal of discontinued
    subsidiary                                -             -        45,432
                                   ------------- ------------- -------------
LOSS FROM DISCONTINUED OPERATIONS             -             -       (85,826)
                                   ------------- ------------- -------------
NET LOSS                           $     (4,467) $     (9,894) $   (134,296)
                                   ============= ============= =============
INCOME (LOSS) PER COMMON SHARE:
  (Loss) from continuing
    operations                     $       (.00) $       (.00) $       (.02)
  (Loss) from discontinued
    operations                                -             -          (.05)
  Gain on disposal of subsidiary              -             -           .02
                                   ------------- ------------- -------------
LOSS PER COMMON SHARE              $       (.00) $       (.00) $       (.05)
                                   ============= ============= =============




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

                               F-14

<PAGE> 31

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]


           UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY

                FROM INCEPTION ON FEBRUARY 4, 1986

                      THROUGH JUNE 30, 2000
<TABLE>
<CAPTION>

                                                                                               Earnings
                                                                                               (Deficit)
                                                                                               Accumulated
                                    Preferred Stock            Common Stock       Capital in   During the
                                  ---------- ---------- ------------ ------------ Excess of    Development
                                   Shares      Amount     Shares       Amount     Par Value    Stage
                                  ---------- ---------- ------------ ------------ ------------ ------------
<S>                               <C>        <C>        <C>          <C>          <C>          <C>
BALANCE, February 4, 1986                 -  $       -            -  $         -  $         -  $         -

Shares issued to initial
  stockholders for cash,
  February, 1986 at $.05 per
  share, restated for stock split         -          -      400,000          400       19,600            -

Net income for the period
  ended December 31, 1986                 -          -            -            -            -          288
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1986                -          -      400,000          400       19,600          288

Shares of common stock sold
  to public for cash, March
  1987 at $.20 per share                  -          -      806,750          807      132,243            -

Shares issued to initial
  stockholders contributed back
  to Company to meet dilution
  requirements                            -          -      (58,750)         (59)          59            -

Net loss for the year
  ended December 31, 1987                 -          -             -           -            -         (958)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1987                -          -    1,148,000        1,148      151,902         (670)

Shares issued for acquisition
  of subsidiary, December 27,
  1988 at $.001 per share                 -          -    4,592,000        4,592       (4,592)           -

Net loss for the year
  ended December 31, 1988                 -          -            -            -            -      (21,039)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1988                -          -    5,740,000        5,740      147,310      (21,709)

Net loss for the year
  ended December 31,  1989                -          -            -            -            -          (40)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1989                -          -    5,740,000        5,740      147,310      (21,749)

Net loss for the year
  ended December 31, 1990                 -          -            -            -            -          (40)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1990                -          -    5,740,000        5,740      147,310      (21,789)

Net loss for the year
  ended December 31, 1991                 -          -            -            -            -     (131,261)
                                  ---------- ---------- ------------ ------------ ------------ ------------

                                    [Continued]

                                       F-15

</TABLE>
<PAGE> 32
<TABLE>
<CAPTION>

                              MILLENNIUM QUEST, INC.
                     (Formerly Dix Hills Equities Group, Inc.)
                           [A Development Stage Company]

                    UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY

                        FROM INCEPTION ON FEBRUARY 4, 1986

                               THROUGH JUNE 30, 2000

                                    [Continued]


                                                                                               Earnings
                                                                                               (Deficit)
                                                                                               Accumulated
                                    Preferred Stock            Common Stock       Capital in   During the
                                  ---------- ---------- ------------ ------------ Excess of    Development
                                   Shares      Amount     Shares       Amount     Par Value    Stage
                                  ---------- ---------- ------------ ------------ ------------ ------------
<S>                               <C>        <C>        <C>          <C>          <C>          <C>
BALANCE, December 31, 1991                -          -    5,740,000        5,740      147,310     (153,050)

Net loss for the year
 ended December 31, 1992                  -          -            -            -            -            -
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1992                -          -    5,740,000        5,740      147,310     (153,050)

Net loss for the year
  ended December 31, 1993                 -          -            -            -            -            -
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1993                -          -    5,740,000        5,740      147,310     (153,050)

Cancellation of shares for
  Recission of previous acquisition
  agreement, May 4, 1994, at $.001
  per share                               -          -   (4,778,360)      (4,778)       4,778            -

Other adjustments                         -          -            3            -            -            -

Net income for the year
  ended December 31, 1994                 -          -            -            -            -       44,939
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1994                -          -      961,643          962      152,088     (108,111)

Net loss for the year
  ended December 31, 1995                 -          -            -            -            -       (5,040)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1995                -          -      961,643          962      152,088     (113,151)

Net income for the year
  ended December 31, 1996                 -          -            -            -            -          991
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1996                -          -      961,643          962      152,088     (112,160)

Net loss for the year
  ended December 31, 1997                 -          -            -            -            -         (976)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1997                -          -      961,643          962      152,088     (113,136)

Net loss for the year
  ended December 31, 1998                 -          -            -            -            -         (761)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, December 31, 1998                -          -      961,643          962      152,088     (113,897)

Shares issued for services
  rendered, February 26, 1999
  at $.01 per share                       -          -    1,000,000        1,000        9,000            -

Net loss for the year
  ended December 31, 1999                 -          -            -            -            -      (15,932)
                                  ---------- ---------- ------------ ------------ ------------ ------------

                                   [Continued]

                                       F-16
</TABLE>
<PAGE> 33
<TABLE>
<CAPTION>

                              MILLENNIUM QUEST, INC.
                     (Formerly Dix Hills Equities Group, Inc.)
                           [A Development Stage Company]

                    UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY

                        FROM INCEPTION ON FEBRUARY 4, 1986

                               THROUGH JUNE 30, 2000

                                    [Continued]



                                                                                               Earnings
                                                                                               (Deficit)
                                                                                               Accumulated
                                    Preferred Stock            Common Stock       Capital in   During the
                                  ---------- ---------- ------------ ------------ Excess of    Development
                                   Shares      Amount     Shares       Amount     Par Value    Stage
                                  ---------- ---------- ------------ ------------ ------------ ------------
<S>                               <C>        <C>        <C>          <C>          <C>          <C>
BALANCE, December 31, 1999                -          -    1,961,643        1,962      161,088     (129,829)

Net loss for the period
  ended June 30, 2000                     -          -            -            -            -       (4,467)
                                  ---------- ---------- ------------ ------------ ------------ ------------
BALANCE, June 30, 2000                    -  $       -    1,961,643  $     1,962  $   161,088  $  (134,296)
                                  ========== ========== ============ ============ ============ ============




     The accompanying notes are an integral part of this financial statement.

                                       F-17
</TABLE>
<PAGE> 34
<TABLE>
<CAPTION>

                              MILLENNIUM QUEST, INC.
                     (Formerly Dix Hills Equities Group, Inc.)
                           [A Development Stage Company]

                        UNAUDITED STATEMENTS OF CASH FLOWS


                                                          For the Six           From Inception
                                                          Months Ended          on February 4,
                                                            June 30,            1986 Through
                                                    --------------------------- June 30,
                                                         2000        1999       2000
                                                    ------------- ------------- --------------
<S>                                                 <C>           <C>           <C>
Cash Flows from Operating Activities:
  Net Income (loss)                                 $     (4,467) $     (9,894) $    (134,296)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
      Non-cash expense                                         -        10,000         10,000
      Amortization expense                                     -             -            200
      Changes in assets and liabilities:
        Increase (decrease) in accounts payable            3,867             -          6,266
                                                    ------------- ------------- --------------

      Net Cash Flows (Used) by Operating Activities         (600)          106       (117,830)
                                                    ------------- ------------- --------------
Cash Flows from Investing Activities:
  Organization costs                                           -             -           (200)
                                                    ------------- ------------- --------------
      Net Cash (Used) by Investing Activities                  -             -           (200)
                                                    ------------- ------------- --------------
Cash Flows from Financing  Activities:
  Proceeds from common stock issuance                          -             -        181,350
  Stock offering costs                                         -             -        (28,300)
                                                    ------------- ------------- --------------
      Net Cash Provided by Financing Activities                -             -        153,050
                                                    ------------- ------------- --------------
Net Increase (decrease) in cash                             (600)          106         35,020

Cash at Beginning of Period                               35,620        42,552              -
                                                    ------------- ------------- --------------
Cash at End of Period                               $     35,020  $     42,658  $      35,020
                                                    ============= ============= ==============
Supplemental Disclosures of Cash Flow information:

  Cash paid during the period for:
    Interest                                        $          -  $          -  $           -
    Income taxes                                    $          -  $          -  $           -


Supplemental Schedule of Noncash Investing and Financing Activities:

   For the period ended June 30, 2000:
     None

   For the period ended June 30, 1999:
      The Company issued 1,000,000 shares of common stock for services rendered valued at $10,000
      (or $.01 per share)


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

                                    F-18
</TABLE>
<PAGE> 35


                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

             NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - The Company was organized under the laws of the State of
Delaware on February 4, 1986 as Teracom, Inc.  The name was subsequently
changed to Dix Hills Equities Group, Inc. in connection with an acquisition of
a subsidiary in December, 1988.  The acquisition was subsequently rescinded
during 1994.  During April 2000 the name of the Company was changed to
Millennium Quest, Inc.  The Company has not commenced planned principal
operations and is considered a development stage company as defined in SFAS
No. 7.  The Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.

Condensed Financial Statements -  The accompanying financial statements have
been prepared by the Company without audit.  In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
June 30, 2000 and 1999 and for the periods then ended have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1999
audited financial statements.  The results of operations for the periods ended
June 30, 2000 are not necessarily indicative of the operating results for the
full year.

Organization Costs - The Company previously amortized its organization costs,
which reflect amounts expended to organize the Company, over sixty [60] months
using the straight line method.

Restatement of Financial Statements - During January, 1989, the company
effected a 1 for 10 reverse split of its common stock.  The financial
statements have been restated to reflect these changes for all periods
presented [See Note 3].

Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.

Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amount of revenues and expenses
during the reporting period.  Actual results could differ from those
estimated.

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented [See Note 4].

                               F-19
<PAGE> 36

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

             NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

Income Taxes -The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires an asset/liability approach for the effect of income
taxes [See Note 2].

Recently Enacted Accounting Standards -  Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities", SFAS No. 134, "Accounting for Mortgage-Backed
Securities ", SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections", SFAS No. 136, "Transfers of Assets to a not for profit
organization or charitable trust that raises or holds contributions for
others", and SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities   deferral of the effective date of FASB statement No. 133 ( an
amendment of FASB Statement No. 133.)," were recently issued.  SFAS No. 132,
133, 134, 135, 136 and 137 have no current applicability to the Company or
their effect on the financial statements would not have been significant.

NOTE 2 -INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  FASB
109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or
tax credit carryforwards.  At June 30, 2000 the Company has available unused
operating loss carryforwards of approximately $114,000, which may be applied
against future taxable income and which expire in various years through 2020.

The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized in the financial
statements for the loss carryforwards.  The net deferred tax assets are
approximately $38,500 as of June 30, 2000 with an offsetting valuation
allowance at period end of the same amount, resulting in a change in the
valuation allowance of approximately $1,500 during the period ended June 30,
2000.

NOTE 3 - CAPITAL STOCK

Public Offering of Common Stock - During March, 1987, the Company completed a
public offering of 806,750 shares of its previously authorized, but unissued
common stock.  This offering was registered by qualification in the State of
Utah and was made in reliance on Rule 504 of Regulation D under the Securities
Act of 1933.  An offering price of $.20 per share was arbitrarily determined
by the Company and the sales agent.  Total proceeds of the offering amounted
to $161,350 and stock offering costs of $28,300 were offset against capital in
excess of par value.

                               F-20
<PAGE> 37

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 3 - CAPITAL STOCK [CONTINUED]

Stock Split - In January, 1989, the Board of Directors authorized a 1 for 10
reverse stock split, thereby decreasing the number of shares issued and
outstanding to 5,740,000.  All references in the accompanying financial
statements to the number of common and per-share amounts have been restated to
reflect the stock split for all periods presented.

Preferred Stock - The Company has 5,000,000 shares of preferred stock
authorized $.001 par value with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors.  No
shares are issued and outstanding at June 30, 2000.

Cancellation of Common Stock - During 1994, 4,778,360 shares of common stock
were returned for cancellation due to the recission of the acquisition which
had occurred in 1988.

Common Stock - During February 1999, the Company issued 1,000,000 shares of
its previously authorized, but unissued common stock.  This stock was issued
for services rendered and is valued at $10,000 (or $.01 per share).

NOTE 4 - LOSS PER SHARE

The following data show the amounts used in computing loss per share for the
periods presented:


                                          For the Six          From Inception
                                          Months Ended         on February 4,
                                            June 30,           1986 Through
                                     ------------------------- June 30,
                                         2000        1999      2000
                                     ------------ ------------ -------------
Loss from continuing operations
available to common shareholders
(numerator)                          $    (4,467) $    (9,894) $    (48,470)
                                     ------------ ------------ -------------
Loss from discontinued operations
available to common shareholders
(numerator)                          $         -  $         -  $   (131,258)
                                     ------------ ------------ -------------
Gain on disposal of discontinued
Subsidiary (numerator)               $         -  $         -  $     45,432
                                     ------------ ------------ -------------
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator)     1,961,643    1,657,773    2,815,317
                                     ------------ ------------ -------------

                               F-21
<PAGE> 38

                      MILLENNIUM QUEST, INC.
            (Formerly Dix Hills Equities Group, Inc.)
                   [A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS

Management Compensation - During the six months ended June 30, 1999 the
Company issued 1,000,000 shares of common stock for services rendered valued
at $10,000.

Office Space - The Company has not had a need to rent office space.  An
officer/shareholder of the Company is allowing the Company to use his home as
a mailing address, as needed, at no expense to the Company.


NOTE 6 - ACQUISITION/RECISSION

In December, 1988, the Company entered into an acquisition agreement wherein
the Company issued 4,592,000 shares of common stock to acquire all of the
issued and outstanding shares of Dix Hills Equities Group, Inc., making it a
wholly owned subsidiary of the Company.  The Company changed its name to Dix
Hills Equities Group, Inc.  A Class Action Securities fraud lawsuit was
subsequently filed against the Company and its officers (post acquisition) in
October, 1991.  In September of 1993 an agreement was reached to rescind the
acquisition agreement and to return the control and status of the parent
company back to its pre-acquisition officers.  In May, 1994, 4,592,000 shares
of common stock issued for the acquisition were returned for cancellation
along with an additional 186,360 shares owned by former management.


                               F-22

<PAGE> 39

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


                                                                    Exhibit 1
              RESTATED CERTIFICATE OF INCORPORATION
                                OF
                          TERACOM, INC.

       (Changed herein to "Dix Hills Equities Group, Inc.")

   (Under Section 242 of the Delaware General Corporation Law)

     This Restated Certificate of Incorporation was proposed to the
stockholders of TeraCom, Inc., a corporation organized under the laws of the
State of Delaware (the "Corporation") by the Board of Directors on December
14, 1988, and duly adopted by the requisite number of stockholders entitled to
vote, in accordance with the provisions of the Delaware General Corporation
Law, as amended. The Certificate of Incorporation as previously and herewith
amended is hereby restated to read in its entirety as follows:

     FIRST: The name of the corporation is Dix Hills Equities Group, Inc. (the
"Corporation").

     SECOND: The address of the registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
City of Wilmington, County of New Castle, Delaware 19801.  The name and
address of the Corporation's registered agent in the State of Delaware is the
Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware 19801.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized under the
General Corporation Law of the State of Delaware.

     FOURTH: 1. The total. number of shares of stock which the Corporation
shall have authority to issue is Two Hundred Ten Million (210,000,000) shares,
consisting of Two Hundred Million (200,000,000) shares of Common Stock, par
value $0.001 per share (the "Common Stock"), and Ten Million (10,000,000)
shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").

     2.  Shares of Preferred Stock may be issued from time to time in one or
more series as may be established from time to time by resolution of the Board
of Directors of the Corporation (the "Board of Directors"), each of which
series shall consist of such number of shares and have such distinctive
designation or title as shall be fixed by resolution of the Board of Directors
prior to the issuance of any shares of such series.  Each such class or series
of Preferred Stock shall have such voting powers, full or limited, or no
voting powers, and such preferences and relative, participating, optional or
other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated in such resolution of the Board of Directors
providing for the issuance of such series of Preferred Stock.  The Board of
Directors is further authorized to increase or decrease (but not below the
number of shares of such class or series

                               E-1

<PAGE>

then outstanding) the number of shares of any series subsequent to the
issuance of shares of that series.

     FIFTH: In furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind, alter or amend in any respect
the Bylaws of the Corporation (the "Bylaws").

     SIXTH: Notwithstanding Article Fifth hereof, the Bylaws may be adopted,
rescinded, altered or amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the holders of not less than
eighty percent (80%) of the voting power of all outstanding shares of Voting
Stock (as defined in paragraph (f) of Section 3 of Article Fourteenth hereof),
regardless of class and voting together as a single voting class; provided,
however, that where such action is approved by a majority of the Continuing
Directors (as defined in paragraph (a) of Section 3 of Article Fourteenth
hereof), the affirmative vote of a majority of the voting power of all
outstanding shares of voting Stock, regardless of class and voting together as
a single voting class, shall be required for approval of such action.

     SEVENTH: The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors.  Except as may otherwise be
provided pursuant to Section 2 of Article Fourth hereof in connection with
rights to elect additional directors under specified circumstances which may
be granted to the holders of any series of Preferred Stock, the exact number
of directors of the Corporation shall be determined from time to time by a
Bylaw or Amendment thereto provided that the number of directors shall not be
reduced to less than three (3), except that there need be only as many
directors as there are stockholders in the event that the outstanding shares
are held of record by fewer than three (3) stockholders.

     Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.

     EIGHTH: 1.  At the first Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") after the authorized number of directors is
six (6) or more, the Board of Directors shall be divided into three (3)
classes: Class I, Class II and Class III.  The number of directors in each
class shall be the whole number contained in such quotient obtained by
dividing the authorized number of directors by three (3).  If a fraction is
also contained in such quotient, then additional directors shall be
apportioned as follows: If such fraction is one-third, the additional director
shall be a member of Class I; and if such fraction is two-thirds, one of the
additional directors shall be a member of Class I and the other shall be a
member of Class II. Each director shall serve for a term ending on the date of
the third Annual Meeting following the Annual Meeting at which such director
was elected; provided, however, that the directors first elected to Class I
shall serve for a term ending on the date of the first Annual Meeting
following their election, the directors first elected to Class II shall serve
for a term ending on the date of the second Annual Meeting following their
election and the directors first elected to Class III shall serve for a term
ending on the date of the third Annual Meeting following their election.

                               E-2
<PAGE>

     Whenever the authorized number of directors shall be reduced to less than
six (6) directors, the existing directors shall serve out the remainder of
their terms based upon their respective classes and each subsequently elected
director shall serve for a one (1) year term.  At such subsequent time as the
authorized number of directors is six (6) or more directors, the prior
paragraph shall again become operative.

     2.     Notwithstanding the foregoing provisions of this Article Eighth:
each director shall serve until his successor is elected and qualified or
until his death, resignation or removal; no decrease in the authorized number
of directors shall shorten the term of any incumbent director; and additional
directors, elected pursuant to Section 2 of Article Fourth hereof in
connection with rights to elect such additional directors under specified
circumstances which may be granted to the holders of any series of Preferred
Stock, shall not be included in any class, but shall serve for such term or
terms and pursuant to such other provisions as are specified in the resolution
of the Board of Directors establishing such series.

     NINTH: Except as may otherwise be provided pursuant to Section 2 of
Article Fourth hereof in connection with rights to elect additional directors
under specified circumstances which may be granted to the holders of any
series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal or other causes, shall be
filled solely by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors.  Any
director elected in accordance with the preceding sentence shall hold office
for the remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified or until such director's
death, resignation or removal, whichever
first occurs.

     TENTH: Except for such additional directors as may be elected by the
holders of any series of Preferred Stock pursuant to the terms thereof
established by a resolution of the Board of Directors pursuant to Article
Fourth hereof, any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than eighty percent (80%)
of the voting power of all outstanding shares of Voting Stock entitled to vote
in connection with the election of such director regardless of class and
voting together as a single voting class; provided, however, that where such
removal is approved by a majority of the Continuing Directors, the affirmative
vote of a majority of the voting power of all outstanding shares of Voting
Stock entitled to vote in connection with the election of such director,
regardless of class and voting together as a single voting class, shall be
required for approval of such removal.

     ELEVENTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called Annual
Meeting or at a special meeting of stockholders of the corporation, unless
such action requiring or permitting stockholder approval is approved by a
majority of the Continuing Directors, in which case such action may be
authorized or taken by the written consent of the holders of outstanding
shares of Voting Stock having not less than the minimum voting power that
would be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were present

                               E-3
<PAGE>


and voted, provided, all other requirements of applicable law and this
Certificate have been satisfied.  Except as specifically set forth in this
Article Eleventh, no action may be taken by stockholders by written consent.

     TWELFTH: Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of the Board of
Directors or by the Chairman of the Board.  Special meetings may not be called
by any other person or persons.  Each special meeting shall be held at such
date and time as it requested by the person or persons calling the meeting
within the limits fixed by law.

     THIRTEENTH: Meetings of stockholders of the Corporation may be held
within or without the State or Delaware, as the Bylaws may provide.  The books
of the Corporation may be kept (subject to any provision of applicable law)
outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the Bylaws.

     FOURTEENTH: 1. Subject to the provisions of Section 2 of this Article
Fourteenth, in addition to any vote required by law, no Business Combination
(as defined in paragraph (b) of Section 3 of this Article Fourteenth) shall be
consummated unless approved by the affirmative vote of the holders of not less
than: (a) eighty percent (80%) of the voting power of all outstanding shares
of Voting Stock, regardless of class and voting together as a single voting
class; (b) a majority of the voting power of all outstanding shares of voting
Stock, other than shares held by any Interested Stockholder which is (or the
Affiliate or Associate of which is) a party to such Business combination or by
any Affiliate or Associate of such Interested Stockholder regardless of class
and voting together as a single voting class; and (c) the affirmative votes
referred to in paragraphs (a) and (b) of this Section 1 shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or proportion may be specified, by law, or in any agreement between
the Corporation and any national securities exchange or any other person, or
otherwise.

     2.  Notwithstanding the provisions of Section 1 of this Article
Fourteenth, a Business Combination may be approved if all of the conditions
specified in either of the following paragraphs (a) or (b) have been
satisfied:

          (a)     both of the following conditions specified in clauses (i)
and (ii) of this paragraph (a) have been satisfied if:

               (i)     there are one (1) or more Continuing Directors and a
majority of such continuing Directors shall have approved such Business
Combination; and

               (ii)     such Business Combination shall have been approved by
the affirmative vote of the Corporation's stockholders required by law, if any
such vote is so required; or

          (b)     all of the following conditions specified in clauses (i)
through (vii) of this paragraph (b) have been satisfied if:

                               E-4
<PAGE>

               (i)     such Business Combination shall have been approved by
the affirmative vote of holders of a majority of the voting power of all
outstanding shares of voting Stock, regardless of class and voting together as
a single voting class;

               (ii)     the aggregate amount of (A) the cash and (B) the Fair
Market Value (as defined in paragraph (i) of     Section 3 of this Article
Fourteenth), as of the date of the consummation of the Business Combination
(the "Consummation Date"), of consideration other than cash received or to be
received, per share, by holders of shares of Common Stock in such Business
Combination, shall be at least equal to the higher of the following:

                    (I)  (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid or agreed to be paid by the Interested Stockholder which is (or the
Affiliate or Associate of which is) a party to such Business Combination for
any shares of Common Stock (x) within the two (2) year period immediately
prior to and including the date of the final public announcement of the terms
of the proposed Business Combination (the "Announcement Date"), or (y) in the
transaction in which it became an Interested Stockholder, whichever is higher;
or

                    (II) the Fair Market Value per share of Common Stock (x)
on the Announcement Date, or (y) on the date on which the Interested
Stockholder became an Interested Stockholder (the "Determination Date"),
whichever is higher;

               (iii) the aggregate amount of (A) the cash and (B) the Fair
Market Value, as of the Consummation Date, of consideration other than cash
received or to be received, per share, by holders of shares of any class of
outstanding Voting Stock other than Common Stock in such Business Combination,
shall be equal to the highest of the following (it being intended that the
requirements of this clause (iii) shall be required to be met with respect to
every class of outstanding Voting Stock other than Common Stock, whether or
not such Interested Stockholder (or such Affiliate or Associate) has
previously acquired any shares of a
particular class of Voting Stock):

                    (I) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers' fees) paid
or agreed to be paid by the Interested Stockholder for any shares of such
class of Voting Stock (x) within the two (2) year period immediately prior to
the Announcement Date, or (y) in the transaction in which it became an
Interested Stockholder, whichever is higher;

                    (II) (if applicable) the highest preferential amount per
share to which the holders of shares of such class of Voting Stock are
entitled in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation; or

                    (III) the Fair Market Value per share of such class of
Voting Stock (x) on the Announcement Date, or (y) on the Determination Date,
whichever is higher:

                               E-5
<PAGE>

               (iv) the consideration to be received by the holders of a
particular class of outstanding Voting Stock (including Common Stock) shall be
in cash or in the same form as the Interested Stockholder has previously paid
(or agreed to pay) for shares of such class of Voting Stock; if the Interested
Stockholder has paid for shares of any class of Voting Stock with varying
forms of consideration, the form of consideration to be received by holders of
shares of such class of Voting Stock shall be either cash or the form used to
acquire the largest number of shares of such class of Voting Stock previously
acquired by such Interested Stockholder; and the price determined in
accordance with clauses (ii) and (iii) of this paragraph (b) shall be subject
to appropriate adjustment in the event of any stock dividend, stock split,
combination of shares or similar event;

               (v) after such Interested Stockholder has become an Interested
Stockholder, and prior to the consummation of such Business Combination,
neither such Interested Stockholder nor any of its Affiliates or Associates
shall have become the beneficial owner of any additional shares of Voting
Stock, except (A) as part of the transaction which resulted in such Interested
Stockholder becoming an interested Stockholder, or (B) upon conversion of
convertible securities acquired by it prior to such Interested Stockholder
becoming an Interested Stockholder, upon exercise of warrants acquired by it
prior to such interested Stockholder becoming an Interested Stockholder, or as
a result of a stock split or a pro rata stock dividend;

               (vi) after such interested Stockholder has become an Interested
Stockholder, neither such Interested stockholder nor any of its Affiliates or
Associates shall have received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees, pledges
or other financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in connection with
such Business Combination or otherwise: and

               (vii) a proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (or
any subsequent provisions replacing such Act, rules and/or regulations) shall
be mailed to stockholders of the Corporation at least thirty (30) days prior
to the consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act, rules
and/or regulations or such subsequent provisions).

     3.     For the purposes of this Restated Certificate of Incorporation,
the following definitions shall apply:

          (a) "Continuing Director" means: (i) any member of the Board of
Directors who (A) is not an Interested Stockholder or an Affiliate or
Associate of an Interested Stockholder and (B) was a member of the Board of
Directors prior to the time that an Interested Stockholder became an
Interested Stockholder; and (ii) any person who is elected or nominated to
succeed a Continuing Director, or to join the Board of Directors, by a
majority of the Continuing Directors.

                               E-6
<PAGE>

          (b)     "Business Combination" means any one or more of the
following transactions referred to in clauses (i) through (vi) of this
paragraph (b):

               (i) any merger or consolidation of the corporation or any
Subsidiary (as defined in paragraph (h) of this Section 3 with or into (A) any
Interested Stock holder or (B) any other corporation (whether or not itself an
Interested Stockholder) which immediately before is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested Stock
holder;

               (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of related transactions) to
or with any Interested Stockholder, Affiliate and/or any Associate of any
Interested Stockholder of any assets of the Corporation and/or any subsidiary
where such assets have an aggregate Fair Market Value of One Million Dollars
($1,000,000) or more;

               (iii) the issuance or transfer by the corporation and/or any
Subsidiary (in one transaction or a series of related transactions) of any
equity securities of the corporation and/or any subsidiary to a person which,
immediately prior to such issuance or transfer, is an Interested Stockholder
or an Affiliate or Associate of an Interested Stockholder, where such equity
securities have an aggregate Fair Market Value of One Million Dollars
($1,000,000) or more other than a pro rata distribution;

               (iv) the adoption of any plan or proposal for the liquidation
or dissolution of the Corporation;

               (v) any reclassification of securities (including any reverse
stock split) or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any similar
transaction (whether or not with or into or otherwise involving an Interested
Stockholder), which has the effect, directly or indirectly, of increasing the
percentage of the outstanding shares of any class of equity or convertible
securities of the Corporation or any Subsidiary which is directly or
indirectly owned by any Interested Stockholder or by any Affiliate and/or
Associate of any Interested Stockholders or (vi) any agreement, contract or
other arrangement providing for any of the transactions described in clauses
(i) through (v) of this paragraph (b).

          (c)     A "person" means an individual, firm, partnership, tenant,
corporation or other entity.

          (d)     "Interested Stockholder" means any person who or which,
together with its Affiliates and Associates, as of the record date for the
determination of stockholders entitled to notice of, and to vote on, any
Business Combination, the removal of a director or the adoption of any
proposed amendment, alteration, recission or repeal of any provision of this
Restated Certificate of incorporation or any Bylaw, or immediately prior to
the Consummation Date:

                               E-7
<PAGE>

               (i)     is the beneficial owner (as defined in paragraph (e) of
this Section 3), directly or indirectly, of ten percent (10%) or more of the
voting power of (A) all outstanding shares of Voting stock or (B) all
outstanding shares of the capital stock of a Subsidiary having general voting
power ("Subsidiary Stock"); or

               (ii)     is an assignee of or has otherwise succeeded to any
share of Voting Stock or Subsidiary Stock which was, at any time within the
two (2) year period prior thereto, beneficially owned by any person who at
such time was an Interested Stockholder, and such assignment or succession
shall have occurred in the course of a transaction or series of transactions
not involving a public offering within the meaning of the Securities Act of
1933, as amended, and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules and/or regulations); provided, however,
that the term "Interested Stockholder" shall not include (A) the Corporation
or any Subsidiary, (B) any profit sharing, employee stock ownership or other
employee benefit plan of then Corporation or any Subsidiary, or any trustee
of, or fiduciary with respect to, any such plan when acting in such capacity
or (c) any beneficial owner of ten percent (10%) or more of the outstanding
Voting Stock on the effective date of this Restated Certificate of
Incorporation.

          (e)     A person is the "beneficial owner" of any shares of capital
stock:

               (i)     which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly;

               (ii)     which such person or any of its Affiliates or
Associates has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise, or (8) the right to vote
pursuant to any agreement, arrangement or understanding: or

               (iii)     which are beneficially owned, directly or indirectly,
by any other person with which such first mentioned person or any of its
Affiliates or Associates has any agreement or understanding for the purpose of
acquiring, holding, voting or disposing of any shares of capital stock of the
Corporation or a Subsidiary, as the case may be.

          (f)     "Voting Stock" means the capital stock of the Corporation
having general voting power. For the purpose of determining whether a person
is an Interested Stockholder pursuant to paragraph (d) of this Section 3, the
number of shares of Voting Stock ox Subsidiary Stock, as the case may be,
deemed to be outstanding shall include shares deemed owned by a beneficial
owner through application of paragraph (e) of this Section 3, but shall not
include any other shares of Voting Stock or Subsidiary Stock, as the case may
be, which may be issuable to any other person pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants
or options, or otherwise.

                               E-8
<PAGE>

          (g)     "Affiliate" and "Associate" have the respective meanings
given to those terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended, as in effect on January 1,
1988.

          (h)     "Subsidiary" means any corporation of which a controlling
interest of any class of equity security is owned, directly or indirectly, by
the Corporation, or which is otherwise controlled, directly or indirectly, by
the corporation.

          (i)     "Fair Market Value" means (i) in the case of stock (A) the
highest closing sale price during the thirty (30) day period including and
immediately preceding the date in question of a share of such stock on the
Composit Tape for New York Stock Exchange-Listed Stocks, or (B) if such stock
is not quoted on the Composite Tape, the highest closing sale price during
such thirty (30) day period on the New York Stock Exchange, or (C) if such
stock is not listed on such Exchange, the highest closing sale price during
such thirty (30) day period on the principal United States securities exchange
registered under the Securities Exchange Act of 1934, as amended, on which
such stock is listed, or (D) if such stock is not listed on any such exchange,
the highest closing bid quotation with respect to a share of such stock on the
National Association of Securities Dealers, Inc. Automated Quotations System
or-any system then in use during any such thirty (30) day period, or (E) if no
such quotations are available, the fair market value on the date in question
of a share of such stock as determined in good faith by a majority of the
Continuing Directors (or if there are no Continuing Directors, then by a
majority of the Board of Directors), and (ii) in the case of property other
than cash or stock, the fair market value of such property on the date in
question as deter-mined in good faith by a majority of the continuing
Directors (or if there are no continuing Directors, then by a majority of the
Board of Directors).

          (j)     In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than cash received or to
be received" as used in clauses (ii) and (iii) of paragraph (b) of Section 2
of this Article Fourteenth shall include the shares of Common Stock and/or the
shares of any other class of Voting Stock retained by the holder of such
shares.

     4.     A majority of the Continuing Directors shall have the power and
duty to determine, for purposes of this Article Fourteenth, on the basis of
information known to them:

          (a) whether a person is an Interested Stockholder, (b) the number of
shares of Voting Stock or Subsidiary Stock beneficially owned by any person,
(c) whether a person is an Affiliate or Associate of another person, (d)
whether a person has an agreement, arrange-went or understanding with another
person as to the matters referred to in clause (vi) of paragraph (b), or
clause (ii) or (iii) of paragraph (e), of Section 3 of this Article
Fourteenth, (e) whether any particular assets of the Corporation and/or any
Subsidiary have an aggregate Fair Market Value of One Million Dollars
($1,000,000) or more, or (f) whether the consideration received for the
issuance or transfer of securities by the corporation and/or any subsidiary
has an aggregate Fair Market Value of One Million Dollars ($1,000,000) or
more.  In furtherance and not in limitation of the preceding powers and duties
set forth in this Section 4, a majority of the Continuing

                               E-9
<PAGE>

Directors shall have the power and duty to interpret all of the terms and
provisions of this Article Fourteenth.

     5.     Nothing contained in this Article Fourteenth shall be construed to
relieve any Interested Stockholder or any Affiliate or Associate thereof from
any fiduciary obligation imposed by law.

     6.     The fact that any action or transaction complies with the
provisions of this Article Fourteenth shall not be construed to impose any
fiduciary duty, obligation or responsibility on the Board of Directors or any
member thereof to approve such action or transaction or recommend its adoption
or approval to the stockholders of the Corporation, nor shall such compliance,
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of, or action and responses
taken with respect to, such action or transaction.

     7.     Pursuant to the provisions of Section 203(b)(i) of the Delaware
General Corporation Law ("DGCL"), the Corporation hereby expressly elects not
to be governed by Section 203 of the DGCL.

     FIFTEENTH:  To the maximum extent permissible under Section 262 of the
General Corporation Law of the State of Delaware, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights with respect
to any Business Combination involving the Corporation and any Interested
Stockholder (or any Affiliate or Associate of any Interested Stockholder),
which requires the affirmative vote specified in paragraph (a) of Section 1 of
Article Fourteenth hereof.

     SIXTEENTH: The provisions set forth in this Article Sixteenth and in
Articles Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth, Fourteenth and Fifteenth hereof may not be repealed, rescinded,
altered or amended in any respect, and no other provision or provisions may be
adopted which impair(s) in any respect the operation or effect of any such
provision, except by the affirmative vote of the holders of not less than
eighty percent (80%) of the voting power of all outstanding shares of Voting
Stock regardless of class and voting together as a single voting class, and,
where such action is proposed by an Interested Stockholder or by any Associate
or Affiliate of an Interested Stockholder, the affirmative vote of the holders
of a majority of the voting power of all outstanding shares of Voting Stock,
regardless of class and voting together as a single class, other than shares
hold by the interested Stockholder which proposed (or the Affiliate or
Associate of which proposed) such action, or any Affiliate or Associate of
such Interested Stockholder: provided, however, that where such action is
approved by a majority of the Continuing Directors, the affirmative vote of a
majority of the voting power of all outstanding shares of Voting Stock,
regardless of class and voting together as a single voting class, shall be
required for approval of such action.

     SEVENTEENTH: The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in this
Restated Certificate of Incorporation in the

                               E-10
<PAGE>

manner now or hereafter prescribed by applicable law, and all rights conferred
on stockholders herein are granted subject to this reservation.
Notwithstanding the preceding sentence, the provisions set forth in Articles
fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth,
Fourteenth, Fifteenth and Sixteenth may not be repealed, rescinded, altered or
amended in any respect, and no other provision or provisions may be adopted
which impair(s) in any respect the operation or effect of any such provision,
unless such action is approved as specified in Article Sixteenth hereof.

     EIGHTEENTH: No director of the corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the directors
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
corporation Law, or (iv) for any transaction from which the director derived
an improper personal benefit.

     NINETEENTH: No contract or other transaction of the Corporation with any
other person, firm or corporation, or in which this corporation is interested,
shall be affected or invalidated by: (a) the fact that any one or more of the
directors or officers of the Corporation is interested in or is a director or
officer of such other firm or corporation; or, (b) the fact that any director
or officer of the Corporation, individually or jointly with others, may be a
party to or, may be interested in any such contract or transaction, so long as
the contract or transaction is authorized, approved or ratified at a meeting
of the Board of Directors by sufficient vote thereon by directors not
interested therein, to which such fact of relationship or interest has been
disclosed, or the contract or transaction has been approved or ratified by
vote or written consent of the shareholders entitled to vote, to whom such
fact of relationship or interest has been disclosed, or so long as the
contract or transaction is fair and reasonable to the Corporation.  Each
person who may become a director or officer of the Corporation is hereby
relieved from any liability that might otherwise arise by reason of his
contracting with the Corporation for the benefit of himself or any firm or
corporation in which he may in any way be interested.

     TWENTIETH: The officers, directors and other members of management of the
Corporation shall be subject to the doctrine of corporate opportunities as to
areas in which the Corporation has expressed an interest as determined from
time to time by resolution of the Board of Directors.  When such areas of
interest are delineated, all such business opportunities within such areas of
interest which come to the attention of the officers, directors and other
members of management of the Corporation shall be disclosed promptly to the
Corporation and made available to it.  The Board or Directors may reject any
business opportunity presented to it, and thereafter any officer, director or
other member of management may avail himself of such opportunity.  Until such
time as the Corporation, through its Board of Directors, has designated an
area of interest, the officers, directors and other members of management of
the Corporation shall be free to engage in such areas of interest on their own
and the provisions hereof shall not limit the rights of any officer, director
or other member of management of the Corporation to continue a business
existing prior to the time that such area of interest is designated by the
Corporation.  This provision shall not be construed to release any employee of
the Corporation (other than an officer, director or member of management) from
any duties which such employee may have to the Corporation.

                               E-11
<PAGE>

     By execution of this Restated Certificate of Incorporation, the President
and Secretary of the Corporation do hereby certify that the foregoing Restated
Certificate of Incorporation of the Corporation was authorized and approved at
a special meeting of shareholders duly called and held on December 27, 1988,
at which a quorum was present.  As of December 14, 1988, the record date for
such meeting, the number of shares of the corporation issued and outstanding
and entitled to vote on the foregoing Restated Certificate of Incorporation
was 11,480,000, of which a total of 6,155,937 shares, or approximately 53.62%
of the outstanding common stock, voted for adoption of the foregoing Restated
Certificate of Incorporation, and no shares voted against such Restated
Certificate of Incorporation.

     IN WITNESS WHEREOF, TERACOM, INC. has caused this Restated Certificate of
Incorporation to be executed by the President, to be attested to by its
Secretary, and its corporate seal to be affixed hereto this 24th of March,
1989.

                                   (the "Corporation)

Attest:                             TERACOM, INC.


 /s/ Lawrence LoScalzo, Jr.         By /s/ Lawrence LoScalzo, Sr.
- --------------------------------       ----------------------------------
Lawrence LoScalzo, Jr., Secretary       Lawrence LoScalzo, Sr., President




[SEAL]

                               E-12

                 CERTIFICATE OF AMENDMENT TO THE

             RESTATED CERTIFICATE OF INCORPORATION OF

                  DIX HILLS EQUITIES GROUP, INC.

           (Changed herein to "MILLENNIUM QUEST, INC.")


     The following Certificate of Amendment to the Restated Certificate of
Incorporation of the above-named corporation is adopted pursuant to the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.  We the undersigned as president and secretary of Dix Hills Equities
Group, Inc., do hereby certify:

     That the board of directors of said corporation duly adopted on March 7,
2000, in accordance with Section 222 of the General Corporation Law of the
State of Delaware, resolutions to amend the Restated Certificate of
Incorporation as follows:

     1.     The FIRST ARTICLE of the Restated Certificate of Incorporation
shall be amended to read as follows:

     FIRST:     The name of the Corporation is:  Millennium Quest, Inc. (the
"Corporation").

     2.     The first paragraph of the FOURTH ARTICLE of the Restated
Certificate of Incorporation, shall be amended to read as follows:

     FOURTH:     1.  The total number of shares of stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000) shares,
consisting of Twenty Million (20,000,000) shares of Common Stock, par value
$0.001 per share (the "Common Stock"), and Five Million (5,000,000) shares of
Preferred Stock, par value $0.001 per share (the "Preferred Stock").

     3.     The remainder of the FOURTH ARTICLE shall remain unchanged and
unmodified.

     4.     By execution of this Certificate of Amendment to the Restated
Certificate of Incorporation, the president and secretary of the Corporation
do hereby certify that the foregoing Certificate of Amendment to the Restated
Certificate of Incorporation was duly adopted by holders of a majority of the
issued and outstanding common stock of the Corporation on March 7, 2000.  As
of such date, the number of shares of the Corporation issued and outstanding
and entitled to vote on the foregoing amendment to the restated certificate of
incorporation is 1,961,643, of which a total of 1,168,850 shares, or in excess
of a majority of the outstanding common stock, voted for adoption of the
foregoing amendment, and no shares voted against such amendment.

                               E-13
<PAGE>

     DATED this 31st day of March, 2000.

                                   DIX HILLS EQUITIES GROUP, INC.



                                   By /s/ Dimitri Cocorinis
                                     ------------------------------
                                       Dimitri Cocorinis, President



                                   By /s/ Terry Cononelos
                                      ------------------------------------
                                       Terry Cononelos, Secretary/Treasurer

STATE OF UTAH          )
                       :ss.
COUNTY OF SALT LAKE    )

     On this 31st day of March, 2000, before me, a notary public, personally
appeared Dimitri Cocorinis, being by me first duly sworn, who acknowledged to
me that he is the person who executed the foregoing Certificate of Amendment
to the Restated Certificate of Incorporation of Dix Hills Equities Group,
Inc.; and to the best of his knowledge, information and belief, the statements
made in the Certificate of Amendment are true.


                                    /s/ Carolyn S. Christensen
                                        ------------------------------
My Commission Expires:                   NOTARY PUBLIC
August 25, 2001                          Residing in Salt Lake County


STATE OF UTAH          )
                       :ss.
COUNTY OF SALT LAKE    )

     On this 31st day of March, 2000, before me, a notary public, personally
appeared Terry Cononelos, being by me first duly sworn, who acknowledged to me
that he is the person who executed the foregoing Certificate of Amendment to
the Restated Certificate of Incorporation of Dix Hills Equities Group, Inc.;
and to the best of his knowledge, information and belief, the statements made
in the Certificate of Amendment are true.


                                    /s/ Carolyn S. Christensen
                                       --------------------------------
My Commission Expires:                  NOTARY PUBLIC
August 25, 2001                         Residing in Salt Lake County

<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>


                                                          Exhibit 2
                             BYLAWS

                               OF

                      MILLENNIUM QUEST, INC.

                            ARTICLE I

                             OFFICES

     Section 1.01     Registered Office.  The registered office shall be in
the city of Wilmington, county of New Castle, state of Delaware.

     Section 1.02     Locations of Offices.  The corporation may also have
offices at such other places both within and without the state of Delaware as
the board of directors may from time to time determine or the business of the
corporation may require.

                            ARTICLE II

                           STOCKHOLDERS

     Section 2.01     Annual Meeting.  The annual meeting of the stockholders
shall be held on the second Tuesday of the fourth month following the end of
the corporation's fiscal year or at such other time designated by the board of
directors and as is provided for in the notice of the meeting; provided, that
whenever such date falls on a legal holiday, the meeting shall be held on the
next succeeding business day, beginning with the year following the filing of
the certificate of incorporation, for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.  If
the election of directors shall not be held on the day designated herein for
the annual meeting of the stockholders, or at any adjournment thereof, the
board of directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient.

     Section 2.02     Special Meetings.  Special meetings of the stockholders
may be called at any time by the chairman of the board, the president, or by
the board of directors, or in their absence or disability, by a vice
president, and shall be immediately called by the president, or in his absence
or disability, by a vice president, or by the secretary, on the written
request of the holders of not less than one-tenth of all the shares entitled
to vote at the meeting, such written request to state the purpose or purposes
of the meeting and to be delivered to the president, a vice president, or the
secretary.  In case of failure to call such meeting within 90 days after such
request, such stockholder or stockholders may call the same.

     Section 2.03     Place of Meetings.  The board of directors may designate
any place, either within or without the state of incorporation, as the place
of meeting for any annual meeting or for any special meeting called by the
board of directors.  A waiver of notice signed by all stockholders entitled to
vote at a meeting may designate any place, either within or without

                               E-15
<PAGE>

the state of incorporation, as the place for the holding of such meeting.  If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be at the principal office of the corporation.

     Section 2.04     Notice of Meetings.  The secretary or assistant
secretary, if any, shall cause notice of the time, place, and purpose or
purposes of all meetings of the stockholders (whether annual or special), to
be mailed at least ten days, but not more than sixty days, prior to the
meeting, to each stockholder of record entitled to vote.

     Section 2.05     Waiver of Notice.  Any stockholder may waive notice of
any meeting of stockholders (however called or noticed, whether or not called
or noticed and whether before, during, or after the meeting), by signing a
written waiver of notice or a consent to the holding of such meeting, or an
approval of the minutes thereof.  Attendance at a meeting, in person or by
proxy, shall constitute waiver of all defects of notice regardless of whether
waiver, consent, or approval is signed or any objections are made, unless
attendance is solely for the purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  All such waivers, consents, or approvals shall
be made a part of the minutes of the meeting.

     Section 2.06     Fixing Record Date.  For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect to any change, conversion, or exchange of
stock, or for the purpose of any other lawful action, the board of directors
may fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than sixty days and, in
case of a meeting of stockholders, not less than ten days prior to the date on
which the particular action requiring such determination of stockholders is to
be taken.  If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting, the day preceding the date on
which notice of the meeting is mailed shall be the record date.  For any other
purpose, the record date shall be the close of business on the date on which
the resolution of the board of directors pertaining thereto is adopted.  When
a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.  Failure to comply with this section
shall not affect the validity of any action taken at a meeting of
stockholders.

     Section 2.07     Voting Lists.  The officers of the corporation shall
cause to be prepared from the stock ledger at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, the principal business
office

                               E-16
<PAGE>

of the corporation, or, at the place where the meeting is to be held.  The
list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.  The original stock ledger shall be the only evidence as to who are
the stockholders entitled to examine the stock ledger, the list required by
this section, or the books of the corporation, or to vote in person or by
proxy at any meeting of stockholders.

     Section 2.08     Quorum.  Stock representing one-third of the voting
power of all outstanding stock of the corporation entitled to vote, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute or by the certificate of incorporation.  If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented.  At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted which might have been transacted
at the meeting as originally notified.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 2.09   Vote Required.  When a quorum is present at any meeting,
the vote of the holders of stock having a majority of the voting power present
in person or represented by proxy shall decide any question brought before
such meeting (including the election of each director at a meeting where
directors are elected), unless the question is one on which by express
provision of the statutes of the state of Delaware or of the certificate of
incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.

     Section 2.10     Voting of Stock.  Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, subject to the
modification of such voting rights of any class or classes of the
corporation's capital stock by the certificate of incorporation.

     Section 2.11     Proxies.  At each meeting of the stockholders, each
stockholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case
the instrument authorizing such proxy to act shall have been executed in
writing by the registered holder or holders of such stock, as the case may be,
as shown on the stock ledger of the corporation or by his attorney thereunto
duly authorized in writing.  Such instrument authorizing a proxy to act shall
be delivered prior to or at the beginning of such meeting to the secretary of
the corporation or to such other officer or person who may, in the absence of
the secretary, be acting as secretary of the meeting.  In the event that any
such instrument shall designate two or more persons to act as proxy, a
majority of such persons present at the meeting, or, if only one be present,
that one shall (unless the instrument shall

                               E-17
<PAGE>

otherwise provide) have all of the powers conferred by the instrument upon all
persons so designated.  Persons holding stock in a fiduciary capacity shall be
entitled to vote the stock so held, and the persons whose shares are pledged
shall be entitled to vote, unless the transfer by the pledgor in the books and
records of the corporation shall have expressly empowered the pledgee to vote
thereon, in which case the pledgee, or his proxy, may represent such stock and
vote thereon.  No proxy shall be voted or acted on after three years from its
date, unless the proxy provides for a longer period.

     Section 2.12     Written Consent to Action by Stockholders.  Unless
otherwise provided in the certificate of incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice, and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by all of the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.  Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                           ARTICLE III

                            DIRECTORS

     Section 3.01     Number, Term, and Qualifications.  The number of
directors which shall constitute the whole board shall be not less than one
nor more than eleven.  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 of the stockholders or a special
meeting called for such purpose, except as provided in section 3.02 of this
article, and each director elected shall hold office until his successor is
elected and qualified.  Directors need not be residents of the state of
incorporation or stockholders of the corporation.

     Section 3.02     Vacancies and Newly Created Directorships.  Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify.  If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

     Section 3.03     General Powers.  The business of the corporation shall
be managed under the direction of its board of directors which may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute or by the certificate of incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.

                               E-18
<PAGE>

     Section 3.04     Regular Meetings.  A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of stockholders.  The
board of directors may provide by resolution, the time and place either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.

     Section 3.05      Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the president, vice president,
or any two directors.  The person or persons authorized to call special
meetings of the board of directors may fix any place, either within or without
the state of incorporation, as the place for holding any special meeting of
the board of directors called by them.

     Section 3.06     Meetings by Telephone Conference Call.  Members of the
board of directors may participate in a meeting of the board of directors or a
committee of the board of directors by means of conference telephone or
similar communication equipment in which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting.

     Section 3.07     Notice.  Notice of any special meeting shall be given at
least five days prior thereto by written notice delivered personally or mailed
to each director at his regular business address or residence, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in
United States mail so addressed, with postage thereon prepaid.  If notice be
given by telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.  Any director may waive notice
of any meeting.  Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

     Section 3.08     Quorum.  A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than a majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

     Section 3.09     Manner of Acting.  The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the board of directors, and individual directors shall have no power as
such.

     Section 3.10     Compensation.  By resolution of the board of directors,
the directors may be paid their expenses, if any, of attendance at each
meeting of the board of directors, and may be paid a fixed sum for attendance
at each meeting of the board of directors or a stated salary as director.  No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

                               E-19
<PAGE>

     Section 3.11     Presumption of Assent.  A director of the corporation
who is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting,
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof, or shall
forward such dissent by registered or certified mail to the secretary of the
corporation immediately after the adjournment of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

     Section 3.12     Resignations.  A director may resign at any time by
delivering a written resignation to either the president, a vice president,
the secretary, or assistant secretary, if any.  The resignation shall become
effective on its acceptance by the board of directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.

     Section 3.13     Written Consent to Action by Directors.  Any action
required to be taken at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a
committee, may be taken without a meeting, if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors, or all of
the members of the committee, as the case may be.  Such consent shall have the
same legal effect as a unanimous vote of all the directors or members of the
committee.

     Section 3.14     Removal.  At a meeting expressly called for that
purpose, one or more directors may be removed by a vote of a majority of the
shares of outstanding stock of the corporation entitled to vote at an election
of directors.

                            ARTICLE IV

                             OFFICERS

     Section 4.01     Number.  The officers of the corporation shall be a
president, one or more vice presidents, as shall be determined by resolution
of the board of directors, a secretary, a treasurer, and such other officers
as may be appointed by the board of directors.  The board of directors may
elect, but shall not be required to elect, a chairman of the board, and the
board of directors may appoint a general manager.

     Section 4.02     Election, Term of Office and Qualifications.  The
officers shall be chosen by the board of directors annually at its annual
meeting.  In the event of failure to choose officers at an annual meeting of
the board of directors, officers may be chosen at any regular or special
meeting of the board of directors.  Each such officer (whether chosen at an
annual meeting of the board of directors to fill a vacancy or otherwise) shall
hold his office until the next ensuing annual meeting of the board of
directors and until his successor shall have been chosen and qualified, or
until his death or until his resignation or removal in the manner provided in
these bylaws.  Any one person may hold any two or more of such offices, except
that the president shall not also be the secretary.  No person holding two or
more offices shall act in or

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execute any instrument in the capacity of more than one office.  The chairman
of the board, if any, shall be and remain director of the corporation during
the term of his office.  No other officer need be a director.

     Section 4.03     Subordinate Officers, Etc.  The board of directors from
time to time may appoint such other officers or agents as it may deem
advisable, each of whom shall have such title, hold office for such period,
have such authority, and perform such duties as the board of directors from
time to time may determine.  The board of directors from time to time may
delegate to any officer or agent the power to appoint any such subordinate
officer or agents and to prescribe their respective titles, terms of office,
authorities, and duties.  Subordinate officers need not be stockholders or
directors.

     Section 4.04     Resignations.  Any officer may resign at any time by
delivering a written resignation to the board of directors, the president, or
the secretary.  Unless otherwise specified therein, such resignation shall
take effect upon delivery.

     Section 4.05     Removal.  Any officer may be removed from office at any
special meeting of the board of directors called for that purpose or at a
regular meeting, by the vote of a majority of the directors present at such
meeting, with or without cause.  Any officer or agent appointed in accordance
with the provisions of section 4.03 hereof may also be removed, either with or
without cause, by any officer upon whom such power of removal shall have been
conferred by the board of directors.

     Section 4.06     Vacancies and Newly Created Offices.  If any vacancy
shall occur in any office by reason of death, resignation, removal,
disqualification or any other cause, or if a new office shall be created, then
such vacancies or newly created offices may be filled by the board of
directors at any regular or special meeting.

     Section 4.07     The Chairman of the Board.  The chairman of the board,
if there by such an officer, shall have the following powers and duties:

          (a)  He shall preside at all stockholders' meetings;

          (b)  He shall preside at all meetings of the board of directors; and

          (c)  He shall be a member of the executive committee, if any.

     Section 4.08     The President.  The president shall have the following
powers and duties:

          (a)  If no general manager has been appointed, he shall be the chief
executive officer of the corporation, and, subject to the direction of the
board of directors, shall have general charge of the business, affairs and
property of the corporation and general supervision over its officers,
employees and agents;

          (b)  If no chairman of the board has been chosen, or if such officer
is absent or disabled, he shall preside at meetings of the stockholders and
board of directors;

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          (c)  He shall be a member of the executive committee, if any;

          (d)  He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by the
board of directors; and

          (e)  He shall have all power and perform all duties normally
incident to the office of a president of a corporation and shall exercise such
other powers and perform such other duties as from time to time may be
assigned to him by the board of directors.

     Section 4.09     The Vice Presidents.  The board of directors may, from
time to time, designate and elect one or more vice presidents, one of whom may
be designated to serve as executive vice president.  Each vice president shall
have such powers and perform such duties as from time to time may be assigned
to him by the board of directors or the president.  At the request or in the
absence or disability of the president, the executive vice president or, in
the absence or disability of the executive vice president, the vice president
designated by the board of directors (or in the absence of such designation by
the board of directors, by the president), as senior vice president, 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 on, the president.

     Section 4.10     The Secretary.  The secretary shall have the following
powers and duties:

          (a)     He shall keep or cause to be kept a record of all of the
proceedings of the meetings of the stockholders and of the board of directors
in books provided for that purpose;

          (b)     He shall cause all notices to be duly given in accordance
with the provisions of these bylaws and as required by statute;

          (c)     He shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing stock of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of
the corporation under its seal shall have been duly authorized in accordance
with these bylaws, and when so affixed he may attest the same;

          (d)     He shall see that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;

          (e)  He shall have charge of the stock ledger and books of the
corporation and cause the such books to be kept in such manner as to show at
any time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for,
the names alphabetically arranged and the addresses of the holders of record
thereof, the amount of stock held by each holder and time when each became
such holder of record; and he shall exhibit at all reasonable times to any
director, on application, the original or duplicate stock ledger.  He shall
cause the

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stock ledger referred to in section 6.04 hereof to be kept and exhibited at
the principal office of the corporation, or at such other place as the board
of directors shall determine, in the manner and for the purpose provided in
such section;

          (f)  He shall be empowered to sign certificates representing stock
of the corporation, the issuance of which shall have been authorized by the
board of directors; and

          (g)  He shall perform in general all duties incident to the office
of secretary and such other duties as are given to him by these bylaws or as
from time to time may be assigned to him by the board of directors or the
president.

     Section 4.11     The Treasurer.  The Treasurer shall have the following
powers and duties:

          (a)  He shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;

          (b)  He shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation
in such banks or trust companies or with such banks or other depositories as
shall be selected in accordance with section 5.03 hereof;

          (c)  He shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in section 5.04 hereof) drawn upon the
authorized depositories of the corporation, and cause to be taken and
preserved property vouchers for all monies disbursed;

          (d)  He shall render to the board of directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of his transactions as treasurer, and render a full financial
report at the annual meeting of the stockholders, if called on to do so;

          (e)  He shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;

          (f)  He shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements giving such
information as he may desire with respect to any and all financial
transactions of the corporation; and

          (g)  He shall perform in general all duties incident to the office
of treasurer and such other duties as are given to him by these bylaws or as
from time to time may be assigned to him by the board of directors or the
president.

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     Section 4.12     General Manager.  The board of directors may employ and
appoint a general manager who may, or may not, be one of the officers or
directors of the corporation.  The general manager, if any, shall have the
following powers and duties:

          (a)  He shall be the chief executive officer of the corporation and,
subject to the directions of the board of directors, shall have general charge
of the business affairs and property of the corporation and general
supervision over its officers, employees and agents;

          (b)  He shall have the exclusive management of the business of the
corporation and of all of its dealings, but at all times subject to the
control of the board of directors;

          (c)  Subject to the approval of the board of directors or the
executive committee, if any, he shall employ all employees of the corporation,
or delegate such employment to subordinate officers, or such division chiefs,
and shall have authority to discharge any person so employed; and

          (d)  He shall make a report to the president and directors
quarterly, or more often if required to do so, setting forth the result of the
operations under his charge, together with suggestions looking to the
improvement and betterment of the condition of the corporation, and shall
perform such other duties as the board of directors shall require.

     Section 4.13     Salaries.  The salaries or other compensation of the
officers of the corporation shall be fixed from time to time by the board of
directors except that the board of directors may delegate to any person or
group of persons the power to fix the salaries or other compensation of any
subordinate officers or the agents appointed in accordance with the provision
of section 4.03 hereof.  No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a director of the
corporation.

     Section 4.14     Surety Bonds.  In case the board of directors shall so
require, any officer or agent of the corporation shall execute to the
corporation a bond in such sums and with such surety or sureties as the board
of directors may direct, conditioned upon the faithful performance of his
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his hands.

                            ARTICLE V

           EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
                  AND DEPOSIT OF CORPORATE FUNDS

     Section 5.01     Execution of Instruments.  Subject to any limitation
contained in the certificate of incorporation or these bylaws, the president
or any vice president or the general manager, if any, may, in the name and on
behalf of the corporation, execute and deliver any contract or other
instrument authorized by the board of directors.  The board of directors may,
subject to any limitation contained in the certificate of incorporation or in
these bylaws, authorize

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any officer or agent to execute and deliver any contract or other instrument
in the name and on behalf of the corporation; any such authorization may be
general or confined to specific instances.

     Section 5.02     Loans.  No loan or advance shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred or conveyed
as security for the payment of any loan, advance, indebtedness, or liability
of the corporation, unless and except as authorized by the board of directors.
Any such authorization may be general or confined to specific instances.

     Section 5.03     Deposits.  All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks or
trust companies or with such bankers or other depositories as the board of
directors may select, or as from time to time may be selected by any officer
or agent authorized to do so by the board of directors.

     Section 5.04     Checks, Drafts, Etc.  All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these bylaws,
evidences of indebtedness of the corporation shall be signed by such officer
or officers or such agent or agents of the corporation and in such manner as
the board of directors from time to time may determine.  Endorsements for
deposits to the credit of the corporation in any of its duly authorized
depositories shall be in such manner as the board of directors from time to
time may determine.

     Section 5.05     Bonds and Debentures.  Every bond and debenture issued
by the corporation shall be evidenced by an appropriate instrument which shall
be signed by the president or a vice president and by the secretary and sealed
with the seal of the corporation.  The seal may be a facsimile, engraved or
printed.  Where such bond or debenture is authenticated with the manual
signature of an authorized officer of the corporation or other trustee
designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the corporation's officers named
thereon may be a facsimile.  In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture, shall cease
to be an officer of the corporation for any reason before the same has been
delivered by the corporation, such bond or debenture may nevertheless be
adopted by the corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer.

     Section 5.06     Sale, Transfer, Etc. of Securities.  Sales, transfers,
endorsements, and assignments of stocks, bonds and other securities owned by
or standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to
any such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by any
officer or agent thereunto authorized by the board of directors.

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     Section 5.07     Proxies.  Proxies to vote with respect to stock of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any
vice president and the secretary or assistant secretary of the corporation, or
by any officer or agent thereunto authorized by the board of directors.

                            ARTICLE VI

                          CAPITAL SHARES

     Section 6.01     Stock Certificates.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by the president
or any vice president and the secretary or assistant secretary, and sealed
with the seal (which may be a facsimile, engraved or printed) of the
corporation, certifying the number and kind, class or series of stock owned by
him in the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or any assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice
president, secretary, or assistant secretary may be a facsimile.  In case any
officer who shall have signed, or whose facsimile signature or signatures
shall have been used on any such certificate, shall cease to be such officer
of the corporation, for any reason, before the delivery of such certificate by
the corporation, such certificate may nevertheless be adopted by the
corporation and be issued and delivered as though the person who signed it, or
whose facsimile signature or signatures shall have been used thereon, has not
ceased to be such officer.  Certificates representing stock of the corporation
shall be in such form as provided by the statutes of the state of
incorporation.  There shall be entered upon the stock books of the corporation
at the time of issuance of each share, the number of the certificate issued,
the name and address of the person owning the stock represented thereby, the
number and kind, class or series of such stock and the date of issuance
thereof.  Every certificate exchanged or returned to the corporation shall be
marked "canceled" with the date of cancellation.

     Section 6.02     Transfer of Stock.  Transfers of stock of the
corporation shall be made on the books of the corporation by the holder of
record thereof, or by his attorney thereunto duly authorized by a power of
attorney duly executed in writing and filed with the secretary of the
corporation or any of its transfer agents, and on surrender of the certificate
or certificates, properly endorsed or accompanied by proper instruments of
transfer, representing such stock.  Except as provided by law, the corporation
and transfer agents and registrars, if any, shall be entitled to treat the
holder of record of any stock as the absolute owner thereof for all purposes,
and accordingly shall not be bound to recognize any legal, equitable, or other
claim to or interest in such stock on the part of any other person whether or
not it or they shall have express or other notice thereof.

     Section 6.03      Regulations.  Subject to the provisions of articles IV
and V of the certificate of incorporation, the board of directors may make
such rules and regulations as they may deem expedient concerning the issuance,
transfer, redemption and registration of certificates for stock of the
corporation.

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     Section 6.04     Maintenance of Stock Ledger at Principal Place of
Business.  A stock ledger (or ledgers where more than one kind, class or
series of stock is outstanding) shall be kept at the principal place of
business of the corporation, or at such other place as the board of directors
shall determine, containing the names alphabetically arranged of original
stockholders of the corporation, their addresses, their interest, the amount
paid on their shares, and all transfers thereof and the number and class of
stock held by each.  Such stock ledgers shall at all reasonable hours be
subject to inspection by persons entitled by law to inspect the same.

     Section 6.05     Transfer Agents and Registrars.  The board of directors
may appoint one or more transfer agents and one or more registrars with
respect to the certificates representing stock of the corporation, and may
require all such certificates to bear the signature of either or both.  The
board of directors may from time to time define the respective duties of such
transfer agents and registrars.  No certificate for stock shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such stock, and until registered by a
registrar, if at such date the corporation had a registrar for such stock.

     Section 6.06     Closing of Transfer Books and Fixing of Record Date.

          (a)  The board of directors shall have power to close the stock
ledgers of the corporation for a period of not to exceed sixty days preceding
the date of any meeting of the stockholders, or the date for payment of any
dividend, or the date for the allotment of rights or capital stock shall go
into effect, or a date in connection with obtaining the consent of
stockholders for any purpose.

          (b)  In lieu of closing the stock ledgers as aforesaid, the board of
directors may fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock
or to give such consent.

          (c)  If the stock ledgers shall be closed or a record date set for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for or such record date
shall be at least ten days immediately preceding such meeting.

     Section 6.07     Lost or Destroyed Certificates.  The corporation may
issue a new certificate for stock of the corporation in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the board of directors may, in their discretion, require the owner of the
lost or destroyed certificate or his legal representatives, to give the
corporation a bond in such form and amount as the board of directors may
direct, and with such surety or sureties as may be satisfactory to the board,
to indemnify the corporation and its transfer agents

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<PAGE>

and registrars, if any, against any claims that may be made against it or any
such transfer agent or registrar on account of the issuance of such new
certificate.  A new certificate may be issued without requiring any bond when,
in the judgment of the board of directors, it is proper to do so.

                           ARTICLE VII

             EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 7.01     How Constituted.  The board of directors may designate
an executive committee and such other committees as the board of directors may
deem appropriate, each of which committees shall consist of one or more
directors.  Members of the executive committee and of any such other committee
shall be designated annually at the annual meeting of the board of directors;
provided, however, that at any time the board of directors may abolish or
reconstitute the executive committee or any such other committee.  Each member
of the executive committee and of any such other committee shall hold office
until his successor shall have been designated or until his resignation or
removal in the manner provided in these bylaws.

     Section 7.02     Powers.  During the intervals between meetings of the
board of directors, the executive committee shall have and may exercise all
powers of the board of directors in the management of the business and affairs
of the corporation, except for the power to fill vacancies in the board of
directors or to amend these bylaws, and except for such powers as by law may
not be delegated by the board of directors to an executive committee.

     Section 7.03     Proceedings.  The executive committee, and such other
committees as may be designated hereunder by the board of directors, may fix
its own presiding and recording officer or officers, and may meet at such
place or places, at such time or times, and upon such notice (or without
notice) as it shall determine from time to time.  It will keep a record of its
proceedings and shall report such proceedings to the board of directors at the
meeting of the board of directors next following.

     Section 7.04     Quorum and Manner of Acting.  At all meetings of the
executive committee, and of such other committees as may be designated
hereunder by the board of directors, the presence of members constituting a
majority of the total authorized membership of the committee shall be
necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of such committee.  The members of
the executive committee, and of such other committees as may be designated
hereunder by the board of directors, shall act only as a committee and the
individual members thereof shall have no powers as such.

     Section 7.05     Resignations.  Any member of the executive committee,
and of such other committees as may be designated hereunder by the board of
directors, may resign at any time by delivering a written resignation to
either the president, the secretary, or assistant secretary, or to the
presiding officer of the committee of which he is a member, if any shall have
been appointed and shall be in office.  Unless otherwise specified therein,
such resignation shall take effect upon delivery.

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<PAGE>


     Section 7.06     Removal.  The board of directors may at any time remove
any member of the executive committee or of any other committee designated by
it hereunder either for or without cause.

     Section 7.07     Vacancies.  If any vacancy shall occur in the executive
committee or of any other committee designated by the board of directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and continued
to act, unless such committee consisted of more than one member prior to the
vacancy or vacancies and is left with only one member as a result thereof.
Such vacancy may be filled at any meeting of the board or directors.

     Section 7.08     Compensation.  The board of directors may allow a fixed
sum and expenses of attendance to any member of the executive committee, or of
any other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of the said
committee.

                           ARTICLE VIII

                 INDEMNIFICATION, INSURANCE, AND
                  OFFICER AND DIRECTOR CONTRACTS

     Section 8.01     Indemnification: Third Party Actions.  The corporation
shall have the power to 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 proceedings, 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
attorney's fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit, or
proceeding, 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, 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 on a plea of nolo
contendere or its equivalent, does not, of itself, create a 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, he had reasonable cause to
believe that his conduct was unlawful.

     Section 8.02     Indemnification: Corporate Actions.  The corporation
shall have the power to 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,

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<PAGE>

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 attorney's fees), actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit, if he
acted in good faith and in a manner he reasonably believed to be or not
opposed to the best interests of the corporation except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine on application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper.

     Section 8.03     Determination.  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
sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees),
actually and reasonably incurred by  him in connection therewith.  Any other
indemnification under sections 8.01 and 8.02 hereof, unless ordered by a
court, shall be made by the corporation only in the specific case on a
determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable
standard or conduct set forth in sections 8.01 or 8.02 hereof.  Such
determination shall be made either (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders by a majority
vote of a quorum of stockholders at any meeting duly called for such purpose.


     Section 8.04     Advances.  Expenses incurred by an officer or director
in defending a civil or criminal action, suit, or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit, or
proceeding on receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation as authorized by this
section.  Such expenses incurred by other employees and agents may be so paid
on such terms and conditions, if any, as the board of directors deems
appropriate.

     Section 8.05     Scope of Indemnification.  The indemnification and
advancement of expenses provided by, or granted pursuant to, sections 8.01,
8.02, and 8.04:

          (a)     shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office; and

          (b)     shall, unless otherwise provided when authorized or
ratified, continue as to a person who ceased to be a director, officer,
employee, or agent of the corporation, and shall inure to the benefit of the
heirs, executors, and administrators of such a person.

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<PAGE>

     Section 8.06     Insurance.  The corporation may purchase and maintain
insurance 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 against any liability
asserted against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against any such liability.

     Section 8.07     Officer and Director Contracts.  No contract or other
transaction between the corporation and one or more of its directors or
officers, or between the corporation and any corporation, partnership,
association, or other organization in which one or more of the corporation's
directors or officers are directors, officers, or have a financial interest,
is either void or voidable solely on the basis of such relationship or solely
because any such director or officer is present at or participates in the
meeting of the board of directors or a committee thereof which authorizes the
contract or transaction, or solely because the vote or votes of each director
or officer are counted for such purpose, if:

          (a)  the material facts of the relationship or interest are
disclosed or known to the board of directors or committee and the board or
committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though the
disinterested directors be less than a quorum;

          (b)  the material facts of the relationship or interest is disclosed
or known to the stockholders and they approve or ratify the contract or
transaction in good faith by a majority vote of the shares voted at a meeting
of stockholders called for such purpose or written consent of stockholders
holding a majority of the shares entitled to vote (the vote of the common or
interested directors or officers shall be counted in any such vote of
stockholders); or

          (c)  the contract or transaction is fair as to the corporation at
the time it is authorized, approved, or ratified by the board of directors, a
committee thereof, or the stockholders.

                           ARTICLES IX

                           FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                            ARTICLE X

                            DIVIDENDS

     The board of directors may from time to time declare, and the corporation
may pay, dividends on its outstanding stock in the manner and on the terms and
conditions provided by the certificate of incorporation and by law.

                               E-31
<PAGE>

                            ARTICLE XI

                            AMENDMENTS

     All bylaws of the corporation, whether adopted by the board of directors
or the stockholders, shall be subject to amendment, alteration, or repeal, and
new bylaws may be made, except that:

          (a)  no bylaw adopted or amended by the stockholders shall be
altered or repealed by the board of directors; and

          (b)  no bylaw shall be adopted by the board of directors which shall
require more than the stock representing a majority of the voting power for a
quorum at a meeting of stockholders, or more than a majority of the votes cast
to constitute action by the stockholders, except where higher percentages are
required by law; provided, however, that:

               (1)     if any bylaw regulating an impending election of
directors is adopted or amended or repealed by the board of directors, there
shall be set forth in the notice of the next meeting of the stockholders for
the election of directors, the bylaws so adopted or amended or repealed,
together with a concise statement of the changes made; and

               (2)     no amendment, alteration, or repeal of this Article XI
shall be made except by the stockholders.

                     CERTIFICATE OF SECRETARY

     The  undersigned  does  hereby certify  that he/she is the secretary of
Millennium Quest, Inc., a corporation duly organized and existing under and by
virtue of the laws of the state of Delaware; that the above and foregoing
bylaws of said corporation were duly and regularly adopted as such by the
board of directors of said corporation by unanimous consent dated March 31,
2000, and that the above and foregoing bylaws are now in full force and effect
and supersede and replace any prior bylaws of the corporation.

     DATED this 31st day of March, 2000.


                                    /s/ Terry Cononelos
                                    -------------------------------
                                        Terry Cononelos, Secretary

                               E-32

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<ARTICLE> 5

<S>                             <C>                     <C>
<PERIOD-TYPE>                   YEAR                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999             DEC-31-2000
<PERIOD-END>                               DEC-31-1999             JUN-30-2000
<CASH>                                          35,620                  35,020
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                                35,620                  35,020
<PP&E>                                               0                       0
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                  35,620                  35,020
<CURRENT-LIABILITIES>                            2,399                   6,266
<BONDS>                                              0                       0
<PREFERRED-MANDATORY>                                0                       0
<PREFERRED>                                          0                       0
<COMMON>                                         1,962                   1,962
<OTHER-SE>                                      31,259                  26,792
<TOTAL-LIABILITY-AND-EQUITY>                    35,620                  35,020
<SALES>                                              0                       0
<TOTAL-REVENUES>                                 1,144                     533
<CGS>                                                0                       0
<TOTAL-COSTS>                                        0                       0
<OTHER-EXPENSES>                                17,076                   5,000
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   0                       0
<INCOME-PRETAX>                               (15,932)                 (4,467)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                           (15,932)                 (4,467)
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                  (15,932)                 (4,467)
<EPS-BASIC>                                     (0.01)                  (0.00)
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