SHARE PURCHASE AGREEMENT

This share  purchase  agreement  ("AGREEMENT"),  dated as of May 10,  2000 among
Phillip G. Hinds, Z.S. Merrit and Michael R. Butler  (collectively,  "SELLERS"),
Phillips 44, Inc.  ("PHILLIPS  44"), the other Phillips 44 shareholders  ("OTHER
SHAREHOLDERS"), and John Rice and Joseph Ingrassia ("BUYERS").

                              W I T N E S S E T H:

A. WHEREAS,  Phillips 44 is a corporation  duly organized  under the laws of the
State of Wyoming.

B. WHEREAS,  Buyers wishes to purchase 420,000 of the outstanding  common shares
of  Phillips  44 free and  clear of liens and  encumbrances  from  sellers  (the
"PURCHASE  SHARES")  and  360,000  shares  from the Other  Shareholders  ("OTHER
SHAREHOLDERS")  who join this  Agreement by execution of the Acceptance and Sale
Addendum attached hereto.

C. WHEREAS, prior to the transaction Buyers is not an affiliate of Phillips 44.

     NOW, THEREFORE, it is agreed among the parties as follows:

                                   ARTICLE I

                                THE CONSIDERATION

     1.1 Subject to the  conditions  set forth  herein,  Sellers  shall sell and
Buyers  shall  purchase  420,000  shares of common  stock of  Phillips  44.  The
transactions  contemplated by this Agreement  shall be completed  simultaneously
herewith.  The purchase  price for the shares to be paid by Buyers to Sellers is
$.02 in cash (THE  "CONSIDERATION")  per share for which $8,400 is herewith paid
into escrow with M.A. Littman.

     1.2 In addition,  on or before three days after the closing of the purchase
set  forth  in 1.1  above.  Buyers  shall  pay  $.02  per  share  to each  Other
Shareholder who joins this Agreement by execution of the Addendum hereto,  for a
total of 360,000  shares for which $7,200  shall be  deposited  into escrow with
M.A. Littman for Other Shareholders within three days hereafter.
<PAGE>

                                   ARTICLE II

                              CONVEYANCE OF SHARES

     2.1 The  Purchase  Shares  and the  other  shares  shall be  delivered  and
conveyed by Sellers to Buyers simultaneously  herewith, with duly executed stock
powers, upon receipt of the Consideration by Sellers and Other Shareholders.

     2.2  After  closing  with  Sellers,  the Other  Shareholders  who join this
Agreement by execution of the  Acceptance  and Sale  Addendum  will convey their
shares to Buyers and receive $.02 per share of Phillips 44 sold.

                                  ARTICLE III

     REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS TO PHILLIPS 44

         Sellers and Phillips 44 each hereby, jointly and severally,  represent,
warrant and covenant to Buyers as follows:

     3.1 Phillips 44 is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Wyoming,  and has the  corporate
power and authority to own or lease its  properties and to carry on its business
as it is now being conducted.  The Articles of Incorporation  and Amendments and
Bylaws of  Phillips  44,  copies of which have been  delivered  to  Buyers,  are
complete and accurate, and the minute books of Phillips 44, copies of which have
also been delivered to Buyers,  contain a record, which is complete and accurate
in all material  respects,  of all meetings,  and all  corporate  actions of the
shareholders and Board of Directors of Phillips 44.

     3.2 The  authorized  capital  stock of Phillips  44 consists of  50,000,000
shares of common  stock.  There are 780,000  shares of Common  Stock  issued and
outstanding. All such shares of capital stock of Phillips 44 are validly issued,
fully paid and nonassessable.  Phillips 44 has no outstanding options, warrants,
or other rights to purchase,  or subscribe to, or other  securities  convertible
into or  exchangeable  for any  shares  of  capital  stock of  Phillips  44,  or
contracts or arrangements of any kind relating to the issuance, sale or transfer
of any capital  stock or other  equity  securities  of  Phillips  44. All of the
outstanding  shares of capital stock of Phillips 44 have been  offered,  issued,
sold and delivered in compliance  with applicable  federal and state  securities
laws and none of such  securities  were,  at the time of  issuance,  subject  to
preemptive rights.

     3.3 Phillips 44 does not own nor has it ever owned any  outstanding  shares
of capital stock or other equity  interests of any  partnership,  joint venture,
trust,  corporation,  limited liability company or other entity and there are no
obligations  of  Phillips  44 to  repurchase,  redeem or  otherwise  acquire any
capital stock or equity interest of another entity.

     3.4 This Agreement has been duly authorized, validly executed and delivered
on behalf of the  Sellers and  Phillips 44 and is a valid and binding  agreement
and obligation of the Sellers and Phillips 44  enforceable  against each Seller,
jointly and  severally,  and against  Phillips 44 in accordance  with its terms,
subject to limitations  on  enforcement  by general  principles of equity and by
bankruptcy  or  other  laws  affecting  the  enforcement  of  creditors'  rights
generally,  and the Sellers and Phillips 44 each have complete and  unrestricted
power to enter into and, upon the  appropriate  approvals as required by law, to
consummate the transactions contemplated by this Agreement.

<PAGE>

     3.5 Neither the making of nor the compliance  with the terms and provisions
of this Agreement and  consummation of the transactions  contemplated  herein by
Phillips  44 will  conflict  with or  result  in a breach  or  violation  of the
Articles  of  Incorporation  or  Bylaws  of  Phillips  44,  or of  any  material
provisions of any indenture, mortgage, deed of trust or other material agreement
or  instrument  to  which  Phillips  44 is a party  or by which it or any of its
material  properties  or assets are bound,  or of any material  provision of any
law, statute, rule, regulation,  or any existing applicable decree,  judgment or
order by any court, federal or state regulatory body,  administrative agency, or
other  governmental  body having  jurisdiction  over  Phillips 44, or any of its
material  properties or assets,  or will result in the creation or imposition of
any material lien, charge or encumbrance upon any material property or assets of
Phillips  44  pursuant  to the terms of any  agreement  or  instrument  to which
Phillips  44 is a party or by which  Phillips 44 may be bound or to which any of
Phillips 44 property  is subject and no event has  occurred  with which lapse of
time or action by a third party could  result in a material  breach or violation
of or default by Phillips 44.

     3.6 Except as  disclosed  herein,  and based upon the  representations  and
warranties of the Buyers set forth herein, no authorization,  consent, approval,
exemption or other action by or notice to any  government  entity or filing with
or consent of any  governmental  body is required  for the sale of the  Purchase
Shares to Buyers pursuant to this Agreement.

     3.7   There  is  no  claim,   legal   action,   arbitration,   governmental
investigation or other legal or administrative proceeding, nor any order, decree
or judgment in progress,  pending or in effect,  or to the best knowledge of the
Sellers  threatened  against or relating to Phillips 44 or affecting  any of its
assets,  properties,  business or capital stock.  There is no continuing  order,
injunction or decree of any court, arbitrator or governmental authority to which
Phillips  44 is a party  or by  which  Phillips  44 or its  assets,  properties,
business or capital stock are bound.

     3.8 Phillips 44 has  accurately  prepared and filed all Federal,  state and
other tax returns required by law, domestic and foreign,  to be filed by it, has
paid or made  provisions  for the  payment of all taxes  shown to be due and all
additional  assessments,  and adequate provisions have been and are reflected in
the financial  statements of Phillips 44 for all current taxes and other charges
to which  Phillips 44 is subject and which are not  currently  due and  payable.
None of the Federal  income tax returns of Phillips 44 have been  audited by the
Internal Revenue Service or other foreign  governmental tax agency.  Phillips 44
has no knowledge of any  additional  assessments,  adjustments or contingent tax
liability  (whether federal or state) pending or threatened  against Phillips 44
for  any  period,  nor of any  basis  for any  such  assessment,  adjustment  or
contingency.

     3.9 Sellers are the legal, beneficial and registered owners of the Purchase
Shares,  free and clear of any  liens,  charges,  encumbrances,  voting  trusts,
shareholder agreements or rights of any kind granted to any person or entity, or
any  interest  in or the  right to  purchase  or  otherwise  acquire  any of the
Purchase  Shares from the Sellers at any time upon the  happening  of any stated
event and may transfer such shares without the consent of any third party.  Upon
closing of the  transactions  contemplated  hereby,  the Buyers will acquire all
right,  title and interest in the Purchase Shares,  free and clear of all liens,
charges or encumbrances  and will have all of Seller's  entire right,  title and
interest in and to the Purchase Shares.  All Purchase Shares owned by Sellers is
set forth hereto on Schedule 3.9.
<PAGE>


     3.10 Other  Shareholders  who join this Agreement by Addendum shall warrant
and represent  that the shares sold by such  shareholders  are free and clear of
any liens and encumbrances  and may be transferred  without consent of any third
party.

     3.11 Phillips 44 has delivered to Buyers audited financial statements dated
December 31, 1999. All such  statements,  herein  sometimes  called "PHILLIPS 44
FINANCIAL  STATEMENTS"  are complete and correct in all material  respects  and,
together  with the  notes to these  financial  statements,  present  fairly  the
financial  position  and  results of  operations  of Phillips 44 for the periods
indicated.  All  financial  statements  of  Phillips  44 have been  prepared  in
accordance with generally accepted accounting principles.

     3.12 As of the date hereof,  there is no indebtedness.  Phillips 44 and the
Sellers  hereby,   jointly  and  severally,   represent  and  warrant  that  all
outstanding  indebtedness of Phillips 44 shall have been paid and released prior
to the  closing of the  transactions  hereby  and that there are no  outstanding
liens, charges or encumbrances on the assets of Phillips 44.

     3.13 Since the dates of the  Phillips 44 Financial  Statements,  there have
not been any material adverse changes in the business or condition, financial or
otherwise,   of  Phillips  44.  Phillips  44  does  not  have  any  liabilities,
commitments  or  obligations,  secured or  unsecured  except as shown on updated
financials (whether accrued, absolute, contingent or otherwise).

     3.14 Phillips 44 is not a party to any contract performable in the future.

     3.15 The  representations  and  warranties  of the Sellers and  Phillips 44
shall be true and correct as of the date hereof.

     3.16  Phillips 44 has delivered to Buyers,  all of its corporate  books and
records for review.

     3.17 Phillips 44 has no employee benefit plan in effect at this time.

     3.18 No  representation  or  warranty by Phillips 44 or the Sellers in this
Agreement,  or any  certificate  delivered  pursuant  hereto contains any untrue
statement of a material  fact or omits to state any material  fact  necessary to
make such representation or warranty not misleading.

     3.19  Sellers or  Phillips  44 have  delivered,  to Buyers true and correct
copies  of a Form  10SB  declared  effective  by  the  Securities  and  Exchange
Commission  ("SEC") and each of its other reports to shareholders filed with the
SEC for the year ended  December 31, 1999.  Phillips 44 is a registered  company
under the Securities Exchange Act of 1934, as amended.
<PAGE>

     3.20  Phillips  44 has duly filed all  reports  required  to be filed by it
under the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934,  as amended (the  "Federal  Securities  Laws").  No such  reports,  or any
reports sent to the  shareholders of Phillips 44 generally  contained any untrue
statement of material  fact or omitted to state any material fact required to be
stated therein or necessary to make the  statements in such report,  in light of
the circumstances under which they were made, not misleading.

     3.21 The Sellers  have not  received  any general  solicitation  or general
advertising  regarding  the  shares of  Buyers's  common  stock  comprising  the
Consideration.

     3.22  Phillips  44 has  conducted  no  business  to date,  has  incurred no
liabilities and has no contract or open account affiliations whatsoever.

                                   ARTICLE IV

                        TERMINATION OF REPRESENTATION AND
               WARRANTIES AND CERTAIN AGREEMENTS; INDEMNIFICATION

     4.1 The  respective  representations  and  warranties of the parties hereto
shall survive this  Agreement  for three years and the  covenants  shall survive
hereafter.

     4.2 The right to indemnification, payment of Damages (as defined in section
4.5)  or  other  remedy  based  on any  representation,  warranty,  covenant  or
obligation  of a party  hereunder  shall not be  affected  by any  investigation
conducted  with  respect  to, or any  knowledge  acquired  (or  capable of being
acquired) at any time,  whether  before or after the  execution  and delivery of
this  Agreement,  with respect to the accuracy or  inaccuracy  of or  compliance
with, any such representation, warranty, covenant or obligation.

     4.3 The waiver of any condition to a party's  obligation to consummate  the
transactions  contemplated  hereunder,  where  such  condition  is  based on the
accuracy  of  any  representation  or  warranty,  or on  the  performance  of or
compliance  with any  covenant  or  obligation,  will not  affect  the  right to
indemnification,   payment  of   Damages,   or  other   remedy   based  on  such
representation, warranty, covenant or obligation.

     4.4  Phillips  44 and each of the  Sellers,  jointly and  severally,  shall
indemnify and hold harmless the buyers (the "BUYERS  INDEMNIFIED  PERSONS") for,
and will pay to the  Buyers  Indemnified  Persons,  the  amount  of,  any  loss,
liability,  claim,  damage  (including,   without  limitation,   incidental  and
consequential damages), cost, expense (including, without limitation,  interest,
penalties,  costs of  investigation  and  defense  and the  reasonable  fees and
expenses of attorneys  and other  professional  experts) or diminution of value,
whether or not involving a third-party claim (collectively, "DAMAGES"), directly
or indirectly arising from, attributable to or in connection with:

     (a)  any  representation or warranty made by the Sellers and Phillips 44 in
          this  agreement  or  any of  the  Sellers'  and  Phillips  44  closing
          deliveries,  that is, or was at the time made, false or inaccurate, or
          any  breach  of,  or  misrepresentation  with  respect  to,  any  such
          representation or warranty; and
<PAGE>

     (b)  any  breach by any of the  Sellers  or  Phillips  44 of any  covenant,
          agreement or obligation of the Sellers contained in this agreement.

     (c)  any  claims or  litigation  relating  to  Phillips  44 now  pending or
          threatened  or which may  hereafter be brought  against  Buyers and/or
          Phillips 44 based upon events  occurring  prior to the date hereof and
          not attributable to the acts of the Buyers.

     (d)  any and all actions, suits, proceedings, claims, demands, assessments,
          judgments,  costs, losses,  liabilities and reasonable legal and other
          expenses incident to any of the foregoing.

     4.5 The Sellers and Phillips 44 shall have no liability for indemnification
with respect to any representation or warranty, unless, on or before the [third]
anniversary  of the date  hereof,  the Buyers  notifies  the  Sellers of a claim
specifying  the basis thereof in  reasonable  detail to the extent then known by
the  Buyers.  A claim with  respect to any  covenant,  agreement  or  obligation
contained  in  this  agreement,  may  be  made  at any  time  without  any  time
limitation.

     4.6 Promptly after receipt by an  indemnified  party of written notice (the
"NOTICE OF CLAIM") of the commencement of any action, suit or proceeding against
it, or written threat thereof,  such indemnified party will, if a claim is to be
made against an indemnifying party under either of said sections, as applicable,
give notice to the indemnifying  party of the commencement of such action,  suit
or proceeding.  The indemnified party shall furnish to the indemnifying party in
reasonable  detail  such  information  as the  indemnified  party  may have with
respect  to  such  indemnification  claims  (including  copies  of any  summons,
complaint  or other  pleading  which may have been  served on it and any written
claim,  demand,  invoice,  billing or other document evidencing or assenting the
same). Subject to the limitations set forth in this section, no failure or delay
by the  indemnified  party in the  performance of the foregoing  shall reduce or
otherwise affect the obligation of the indemnifying  party to indemnify and hold
the  indemnified  party harmless except to the extent that such failure or delay
shall have materially and adversely affected the indemnifying party's ability to
defend against,  settle or satisfy any action,  suit or proceeding the claim for
which the  indemnified  party is  entitled  to  indemnification  hereunder.  The
foregoing  shall not apply to the extent  inconsistent  with the  provisions  of
section 4.8 relating to Proceedings.

     4.7 If the claim or demand  set forth in the  Notice of Claim  given by the
indemnified  party  is a  claim  or  demand  asserted  by  a  third  party,  the
indemnifying  party  shall  have 30 days  after  the Date of  Notice of Claim to
notify the  indemnified  party in writing of its  election  to defend such third
party claim or demand on behalf of the indemnified  party (the "NOTICE PERIOD");
provided,  however, that the indemnified party is authorized to file any motion,
answer or other pleading which it deems  necessary or appropriate to protect its
interests during the Notice Period.  If the indemnifying  party elects to defend
such third party claim or demand,  the indemnified party shall make available to
the indemnifying party and its agents and  representatives all records and other
materials which are reasonably required in the defense of such third party claim
or demand and shall  otherwise  cooperate  (at the sole cost and  expense of the
indemnifying  party)  with,  and  assist  (at the sole cost and  expense  of the
indemnifying  party) the indemnifying  party in the defense of, such third party
claim or demand, and so long as the indemnifying  party is diligently  defending
such third  party  claim in good  faith,  the  indemnified  party shall not pay,
settle or compromise such third party claim or demand. If the indemnifying party
elects to defend such third party claim or demand,  the indemnified  party shall
<PAGE>

have the right to control the  defense of such third  party claim or demand,  at
the indemnified party's own expense. If the indemnifying party does not elect to
defend  such third  party  claim or demand or does not defend  such third  party
claim or demand in good faith,  the  indemnified  party shall have the right, in
addition to any other right or remedy it may have hereunder at the  indemnifying
party's expense, to defend such third party claim or demand.

     4.8 The term  "Date of Notice of Claim"  shall  mean the date the Notice of
Claim is effective pursuant to section 5.5 of this Agreement.

     4.9 A claim for  indemnification for any matter not involving a third-party
claim  may be  asserted  by notice to the  party  from whom  indemnification  is
sought.

     4.10 Any legal action or proceeding  with respect to this  Agreement or any
matters arising out of or in connection with this Agreement or the  transactions
contemplated  hereby or the  documents  executed  and  delivered  in  connection
herewith,  and any action for enforcement of any judgment in respect thereof may
be brought  in the  courts of the State of  Wyoming  or of the United  States of
America for the  District of Wyoming,  and, by  execution  and  delivery of this
Agreement,  the  parties  each  hereby  accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts and appellate courts thereof.  The parties irrevocably consent to service
of  process  out of any of the  aforementioned  courts  in any  such  action  or
proceeding in accordance  with the notice  provisions  set forth in Section 5.5.
The  parties  each hereby  irrevocably  waive any  objection  that it may now or
hereafter  have to the  laying  of  venue  of any of the  aforesaid  actions  or
proceedings  arising  out  of  or in  connection  with  this  Agreement  or  the
transactions  contemplated  hereby or the  documents  execute and  delivered  in
connection  herewith  brought in the courts referred to above and hereby further
irrevocably  waive and agree, to the extent  permitted by applicable law, not to
plead or claim in any such court that any such action or  proceeding  brought in
any such court has been brought in an inconvenient  forum.  Nothing herein shall
affect  the  right of any  party  hereto to serve  process  in any other  manner
permitted by law.

                                   ARTICLE V

                              PROCEDURE FOR CLOSING

     5.1 At the Closing  Date,  the purchase  and sale shall be  effective  with
common  stock  certificates  of Phillips 44 being  delivered  duly  executed for
420,000  shares of common  stock to Buyers and the delivery of $.02 per share to
Sellers from Buyers (from the Escrow with M.A.  Littman),  together with deliver
of all other agreements, schedules, warranties, and representations set forth in
this Agreement.

     5.2 The  purchase  and sale of 360,000  shares of Phillips 44 common  stock
from the Other  Shareholders  shall occur upon tender of the Acceptance and Sale
Addendum executed by such Other Shareholders at $.02 per share.

<PAGE>
                                   ARTICLE VI

                           CONDITIONS PRECEDENT TO THE
                          CONSUMMATION OF THE PURCHASE

     The following are conditions precedent to the consummation of the Agreement
on or before the Closing Date:

     6.1 SELLERS shall have performed and complied with all of their  respective
obligations  hereunder  which are to be complied  with or performed on or before
the Closing Date and SELLERS and Phillips 44 and BUYER shall provide one another
at the Closing with a  certificate  to the effect that such party has  performed
each of the acts and  undertakings  required to be  performed by it on or before
the Closing Date pursuant to the terms of this Agreement.

     6.2 No action,  suit or proceeding shall have been instituted or shall have
been  threatened  before any court or other  governmental  body or by any public
authority to restrain,  enjoin or prohibit the transactions contemplated herein,
or which might subject any of the parties hereto or their  directors or officers
to any material liability,  fine,  forfeiture or penalty on the grounds that the
transactions  contemplated  hereby,  the parties  hereto or their  directors  or
officers, have violated any applicable law or regulation or have otherwise acted
improperly in connection  with the  transactions  contemplated  hereby,  and the
parties  hereto  have been  advised  by  counsel  that,  in the  opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

     6.3 All actions,  proceedings,  instruments and documents required to carry
out this  Agreement and the  transactions  contemplated  hereby and the form and
substance of all legal  proceedings and related matters shall have been approved
by counsel for BUYER.

     6.4 The  representations  and warranties  made by BUYER and SELLERS in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by BUYER or (2)  events or changes  (which  shall not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of Phillips 44 during or arising after the date of this Agreement.)

     6.5 All  outstanding  liabilities  of  Phillips 44 shall have been paid and
released prior to closing.

     6.6 No change in the  management  or  directors  nor exercise of control of
Phillips 44 may occur until 1.1 and 2.2 and 5.2 have been completed with deliver
of all shares of  outstanding  Phillips  44 to Buyers and  delivery  of purchase
price to the Other Shareholders.
<PAGE>

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1 This Agreement  embodies the entire agreement between the parties,  and
there have been and are no agreements,  representations  or warranties among the
parties other than those set forth herein or those provided for herein.

     7.2  To  facilitate  the  execution  of  this  Agreement,   any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

     7.3 All parties to this  Agreement  agree that if it becomes  necessary  or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

     7.4 This  Agreement  may not be amended  except by written  consent of both
parties.

     7.5 Any notices,  requests,  or other communications  required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
prepaid, addressed as follows:

To Sellers:       c/o M.A. Littman
                  10200 W. 44TH Avenue, Suite 400
                  Wheat Ridge, CO  80033

To:               John Rice
                  Joseph Ingrassia

Copy to:


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

     7.6 No press  release or public  statement  will be issued  relating to the
transactions contemplated by this Agreement without prior approval of Buyers and
Sellers.  However,  Phillips 44 may issue at any time any press release or other
public  statement  it believes on the advice of its counsel it is  obligated  to
issue to avoid liability  under the law relating to  disclosures,  but the party
issuing such press release or public statement shall make a reasonable effort to
give the other party prior  notice of and  opportunity  to  participate  in such
release or statement.

     7.7 This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which shall be  considered  one and
the same agreement. This Agreement may be executed by facsimile signatures.

<PAGE>

     7.8 This  Agreement  shall be governed by and construed in accordance  with
and enforced  under the laws of the state of Wyoming  applicable  to  agreements
made and to be performed entirely in that state.

     IN WITNESS WHEREOF, the parties have executed this Agreement this 10th day
of May.

                                             SELLERS:

                                             /s/Phillips G. Hinds
                                             __________________________
                                             Phillips G. Hinds

                                             /s/Z.S. Merrit
                                             __________________________
                                             Z.S. Merrit

                                             /s/Michael R. Butler
                                             __________________________
                                             Michael R. Butler


                                             PHILLIPS 44, INC.

                                             By:/s/John R. Rice, III
                                             __________________________


                                             BUYERS:

                                             /s/John Rice
                                             __________________________
                                             John Rice

                                             /s/Joseph Ingrassia
                                             __________________________
                                             Joseph Ingrassia


<PAGE>


                                  SCHEDULE 3.9

         SELLERS                                       PURCHASE SHARES OWNED

         Phillips G. Hinds                                  140,000

         Z.S. Merrit                                        140,000

         Michael R. Butler                                  140,000