EXHIBIT 4.2

Offering Memorandum                                                Confidential
Dated July 14, 1997

                            L W Global (U.S.A.), Inc.
                            (A Delaware Corporation)


                                 300, 000 Shares


                          At a Price of $.01 Per Share

     L W Global (U.S.A.),  Inc., a Delaware  corporation  (the "Company"),  is a
company which is in the office supply, equipment and maintenance business.

     The Company's  principal  office is located at 222 Lakeview  Avenue,  Suite
160-124, West Palm Beach, FL 33401.

     AN INVESTMENT IN THE COMPANY IS  SPECULATIVE  AND INVOLVES A HIGH DEGREE OF
RISK.  INVESTMENT IN THE SECURITIES  OFFERED HEREBY IS SUITABLE ONLY FOR PERSONS
OF SUBSTANTIAL  FINANCIAL MEANS WHO CAN AFFORD A TOTAL LOSS OF THEIR  INVESTMENT
AND WILL BE SOLD ONLY TO  ACCREDITED  OR OTHERWISE  QUALIFIED  INVESTORS.  FOR A
DISCUSSION OF THE MATERIAL RISKS IN CONNECTION  WITH THE PURCHASE OF THE SHARES,
SEE "INVESTMENT RISK CONSIDERATIONS".

     The SECURITIES ARE BEING OFFERED WITHOUT  REGISTRATION UNDER THE SECURITIES
ACT OF 1933,  AS AMENDED  (The  "ACT"),  IN  RELIANCE  UPON The  EXEMPTION  FROM
REGISTRATION  AFFORDED  BY  SECTIONS  4(2)  AND 3(b) OF The  SECURITIES  ACT AND
REGULATION D PROMULGATED THEREUNDER.

     THIS MEMORANDUM HAS NOT BEEN REVIEWED OR APPROVED OR  DISAPPROVED,  NOR HAS
The ACCURACY OR ADEQUACY OF THE INFORMATION SET FORTH HEREIN BEEN PASSED UPON BY
The SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  ADMINISTRATOR.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFERING IS BEING
MADE  PURSUANT  TO THE  EXEMPTIONS  AFFORDED  BY  SECTIONS  4(2)  OR 3(b) OF THE
SECURITIES  ACT OF 1933 AND RULE 504 OF REGULATION D PROMULGATED  THEREUNDER AND
STATE SMALL CORPORATE OFFERING  REGISTRATION  PROVISIONS.  PURSUANT TO RULE 504,
THE SHARES SOLD HEREBY WILL NOT BE SUBJECT TO ANY  LIMITATIONS ON RESALE THEREOF
UNDER FEDERAL LAW. THE SHARES MAY,  HOWEVER,  BE SUBJECT TO  LIMITATIONS  ON THE
OFFER AND SALE AND THE  RESALE  OF THE  SHARES  IMPOSED  BY The BLUE SKY LAWS OF
INDIVIDUAL  STATES.  IN  ADDITION,  The  COMPANY  INTENDS  TO FILE THE  REQUIRED
DOCUMENTS IN CERTAIN OTHER STATES  IDENTIFIED  BY MANAGEMENT AS HAVING  POSSIBLE
INVESTOR  INTEREST AND USE ITS BEST EFFORTS TO QUALIFY The SHARES FOR  SECONDARY
TRADING IN SUCH STATES, THOUGH NO ASSURANCE CAN BE GIVEN THAT IT WILL BE ABLE TO
QUALIFY THE SHARES FOR SECONDARY  TRADING IN ANY SUCH STATES IN WHICH IT SUBMITS


                                        1

<PAGE>



SUCH  APPLICATIONS  AND  DOCUMENTS.  AN  INABILITY  TO  QUALIFY  The  SHARES FOR
SECONDARY TRADING WILL CREATE SUBSTANTIAL  RESTRICTION ON The TRANSFERABILITY OF
SUCH SHARES WHICH MAY NEGATE The BENEFIT OF The  EXEMPTION  PROVIDED BY RULE 504
OF  REGULATION  D. SEE "RISK  FACTORS." THE COMPANY WILL USE ITS BEST EFFORTS TO
CAUSE The SHARES TO BE LISTED ON THE  ELECTRONIC  BULLETIN BOARD OPERATED BY The
NATIONAL  ASSOCIATION OF SECURITIES DEALERS,  INC. AS A MARKET IN WHICH THEY MAY
BE TRADED. THERE IS NO ASSURANCE THAT SUCH LISTING WILL BE OBTAINED OR THAT IF A
LISTING  IS  OBTAINED  THAT  ANY  MARKET  FOR THE  SHARES  WILL  DEVELOP,  OR IF
DEVELOPED, THAT IT WILL BE SUSTAINED.

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

              Subscription                           Proceeds to the
              Price               Commissions(1)         Company

Per Share     $0.01                  $ -0-                $ 300
        ----------------------------------------------------------------

(1) The Shares are being sold by the Company's  sole Officer and no  commissions
will be paid in connection with the Offering.

                            L W Global (U.S.A.), Inc.
                               222 Lakeview Avenue
                                  Suite 160-124
                            West Palm Beach, FL 33401
                                 (407) 833-5092

                                        2

<PAGE>



                            CONFIDENTIAL INFORMATION

     THE INFORMATION  CONTAINED IN THIS OFFERING  MEMORANDUM IS CONFIDENTIAL AND
PROPRIETARY TO THE COMPANY AND IS BEING  SUBMITTED TO  PROSPECTIVE  INVESTORS IN
THE  COMPANY  SOLELY  FOR SUCH  INVESTORS'  CONFIDENTIAL  USE  WITH THE  EXPRESS
UNDERSTANDING  THAT, WITHOUT THE PRIOR WRITTEN  PERMISSION OF THE COMPANY,  SUCH
PERSONS  WILL NOT RELEASE  THIS  DOCUMENT OR DISCUSS THE  INFORMATION  CONTAINED
HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS OFFERING  MEMORANDUM FOR ANY PURPOSE
OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THE SHARES.

     A PROSPECTIVE  INVESTOR, BY ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM,
AGREES PROMPTLY TO RETURN TO THE COMPANY THIS OFFERING  MEMORANDUM AND ANY OTHER
DOCUMENTS OR INFORMATION  FURNISHED IF THE  PROSPECTIVE  INVESTOR  ELECTS NOT TO
PURCHASE ANY OF THE SHARES OFFERED HEREBY.

     THE  INFORMATION  PRESENTED  HEREIN WAS  PREPARED  BY THE  COMPANY IS BEING
FURNISHED BY THE COMPANY SOLELY FOR USE BY  PROSPECTIVE  INVESTORS IN CONNECTION
WITH THE  OFFERING  NOTHING  CONTAINED  HEREIN  IS,  OR SHOULD BE RELIED ON AS A
PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

     THIS OFFERING MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN
ALL THE INFORMATION THAT A PROSPECTIVE  INVESTOR MAY DESIRE IN INVESTIGATING THE
COMPANY.  EACH  INVESTOR  MUST  CONDUCT  AND RELY ON ITS OWN  EVALUATION  OF THE
COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS AND RISKS INVOLVED.
IN MAKING AN INVESTMENT  DECISION WITH RESPECT TO THE SHARES SEE "RISK  FACTORS"
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
THE PURCHASE OF SHARES.

     THIS  OFFERING  MEMORANDUM  DOES  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY JURISDICTION  WHERE, OR TO ANY
PERSON TO WHOM,  IT IS  UNLAWFUL  TO MAKE  SUCH  OFFER OR  SOLICITATION  IN SUCH
JURISDICTION.  EXCEPT AS OTHERWISE INDICATED, THIS OFFERING MEMORANDUM SPEAKS AS
OF THE DATE HEREOF.  NEITHER THE DELIVERY OF THIS  OFFERING  MEMORANDUM  NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF.

     NO PERSON  HAS BEEN  AUTHORIZED  TO GIVE ANY  INFORMATION  OTHER  THAN THAT
CONTAINED  IN THIS  OFFERING  MEMORANDUM,  OR TO  MAKE  ANY  REPRESENTATIONS  IN
CONNECTION  WITH THE  OFFERING  MADE HEREBY,  AND, FI GIVEN OR MADE,  SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE  COMPANY.  THE COMPANY  DISCLAIMS  IN, OR OMISSION  FROM,  THIS  OFFERING
MEMORANDUM  OR ANY  OTHER  WRITTEN  OR ORAL  COMMUNICATION  TRANSMITTED  OR MADE
AVAILABLE TO THE RECIPIENT.


                                        3

<PAGE>




FOR RESIDENT OF ALL STATES:

     THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OR THE  SECURITIES  LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
ON EXEMPTIONS FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON THE  TRANSFERABILITY  AND RESALE
AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES
ACT AND SUCH LAWS PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  THE SHARES
HAVE NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE UNITED  STATES  SECURITIES  AND
EXCHANGE  COMMISSION.  ANY  STATE  SECURITIES  COMMISSION  OR  OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.







                                        4

<PAGE>



                        NOTICES TO PROSPECTIVE INVESTORS

     THIS OFFERING  MEMORANDUM  IS SUBMITTED IN CONNECTION  WITH THE OFFERING OF
THE SHARES AND MAY NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. BY ACCEPTING
DELIVERY  OF THIS  OFFERING  MEMORANDUM,  EACH  RECIPIENT  AGREES TO RETURN THIS
OFFERING  MEMORANDUM AND ALL OTHER  DOCUMENTS IF THE RECIPIENT DOES NOT AGREE TO
PURCHASE ANY OF THE SHARES TO THE COMPANY AT ITS ADDRESS  LISTED ON THE COVER OF
THE OFFERING MEMORANDUM.

     THESE  SECURITIES ARE SUBJECT TO  RESTRICTIONS ON THE  TRANSFERABILITY  AND
RESALE  AND  MAY  NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  BY THE
SECURITIES ACT OF 1933, AS AMENDED,  AND THE APPLICABLE  STATE  SECURITIES LAWS.
PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM,  INVESTORS SHOULD BE AWARE THAT
THEY WILL BE  REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS  INVESTMENT  FOR AN
INDEFINITE PERIOD OF TIME.

     IN  MAKING  AN  INVESTMENT  DECISION,  INVESTORS  MUST  RELY ON  THEIR  OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

     THIS  OFFERING  MEMORANDUM  DOES  NOT  CONSTITUTE  AN  OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO PURCHASE SHARES TO ANY PERSON IN ANY STATE OR IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL,  SUBJECT TO THE
PRECEDING  SENTENCE.  THIS OFFERING MEMORANDUM IS INTENDED FOR THE EXCLUSIVE USE
OF THE PERSON TO WHOM IT IS DELIVERED BY AN  AUTHORIZED  AGENT OF THE COMPANY ON
BEHALF OF THE COMPANY.

     PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL
OFFERING  MEMORANDUM OR ANY PRIOR OR SUBSEQUENT  COMMUNICATIONS AS LEGAL, TAX OR
INVESTMENT ADVICE.  EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL,  ACCOUNTANT OR
BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED MATTERS COVERING HIS INVESTMENT.

     THE SHARES ARE OFFERED  SUBJECT TO THE  ACCEPTANCE BY THE COMPANY OF OFFERS
BY  PROSPECTIVE  INVESTORS,  ALLOCATION  OF  SHARES  BY THE  COMPANY  AND  OTHER
CONDITIONS  SET FORTH  HEREIN.  THE  COMPANY MAY REJECT ANY OFFER IN WHOLE OR IN
PART AND NEED NOT ACCEPT OFFERS IN THE ORDER RECEIVED.


                                        5

<PAGE>



     THIS CONFIDENTIAL  OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT
OF A  MATERIAL  FACT OR OMIT TO  STATE A  MATERIAL  FACT  NECESSARY  TO MAKE THE
STATEMENTS  MADE IN LIGHT OF THE  CIRCUMSTANCES  UNDER WHICH THEY WERE MADE, NOT
MISLEADING.  IT  CONTAINS A FAIR  SUMMARY  OF THE  MATERIAL  TERMS AND  DOCUMENT
PURPORTED TO BE SUMMARIZED HEREIN.

     THE SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933,  AS AMENDED,  OR THE  SECURITIES  LAWS OF CERTAIN  STATES AND ARE BEING
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT AND SUCH  LAWS.  THE  SHARES  UNDERLYING  THE  SHARES  ARE  SUBJECT  TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS  PURSUANT TO  REGISTRATION  OR
EXEMPTION  THEREFROM.  THE SHARES HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE COMMISSION OR OTHER REGULATORY  AUTHORITY,  NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MEMORANDUM.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

     THE SUBSCRIPTION PRICE FOR THE SHARES IS PAYABLE IN FULL UPON SUBSCRIPTION.
THE  OFFERING  PRICE WAS  DETERMINED  ARBITRARILY  BY THE  COMPANY  AND BEARS NO
RELATIONSHIP TO ASSETS,  EARNINGS, BOOK VALUE OR ANY OTHER CRITERIA OF VALUE. NO
REPRESENTATION  IS MADE THAT THE SHARES HAVE MARKET VALUE OF, OR COULD BE RESOLD
AT, THAT PRICE (SEE "RISK FACTORS," "DILUTION," AND "USE OF PROCEEDS).

     THE  SHARES  WILL BE OFFERED BY THE  COMPANY ON A BEST  EFFORTS  BASIS TO A
SELECT GROUP OF INVESTORS WHO MEET CERTAIN SUITABILITY STANDARDS. NO COMMISSIONS
AND NO NON-ACCOUNTABLE OR ACCOUNTABLE EXPENSE ALLOWANCE OF ANY KIND WILL BE PAID
FROM OR DEDUCTED FROM THE PROCEEDS  RAISED  HEREBY.  THE COMPANY WILL ABSORB ALL
MARKETING EXPENSES ASSOCIATED WITH THIS OFFERING 9SEE "USE OF PROCEEDS").

     THE  COMPANY  HAS  AGREED  TO  PROVIDE,  PRIOR TO THE  CONSUMMATION  OF THE
TRANSACTIONS  CONTEMPLATED HEREIN, TO EACH POTENTIAL PURCHASER OF SECURITIES (OR
HIS  REPRESENTATIVES)  OR BOTH) THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE
ANSWERS  FROM,  THE COMPANY OR ANY PERSON  ACTING ON ITS BEHALF  CONCERNING  THE
TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL  INFORMATION,
TO  THE  EXTENT  THEY  POSSESS  SUCH  INFORMATION  OR  CAN  ACQUIRE  IT  WITHOUT
UNREASONABLE  EFFORT  OR  EXPENSE  NECESSARY  TO  VERIFY  THE  ACCURACY  OF  THE
INFORMATION SET FORTH HEREIN.

     THIS  OFFERING  MEMORANDUM  DOES NOT  CONSTITUTE AN OFFER TO ANY PERSON WHO
DOES NOT MEET THE SUITABILITY  STANDARDS DESCRIBED HEREIN.  REPRODUCTION OF THIS
OFFERING MEMORANDUM IS STRICTLY PROHIBITED.


                                        6

<PAGE>



     NO  PERSON  IS  AUTHORIZED  TO  GIVE  ANY   INFORMATION   OR  TO  MAKE  ANY
REPRESENTATION  NOT CONTAINED IN THIS OFFERING  MEMORANDUM EXCEPT AS NOTED ABOVE
WITH REGARD TO QUESTIONS ASKED OF THE COMPANY AND OF THOSE  AUTHORIZED TO ACT ON
ITS BEHALF.  NO OFFERING  LITERATURE OR ADVERTISING  HAS BEEN  AUTHORIZED BY THE
COMPANY  EXCEPT  THE   INFORMATION   CONTAINED   HEREIN.   ANY   INFORMATION  OR
REPRESENTATION  NOT  CONTAINED  HEREIN  MUST NOT BE RELIED  UPON AS HAVING  BEEN
AUTHORIZED  BY THE COMPANY OR ITS  OFFICERS AND  DIRECTORS.  EXCEPT AS OTHERWISE
INDICATED,  THIS  OFFERING  MEMORANDUM  SPEAKS AS OF THE DATE ON THE COVER  PAGE
NEITHER THE DELIVERY OF THIS  OFFERING  MEMORANDUM  NOR ANY SALE MADE  HEREUNDER
SHALL,  UNDER ANY  CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE  COMPANY  SINCE THE  RESPECTIVE  DATES AT WHICH THE
INFORMATION IS GIVEN HEREIN OR THE DATE HEREOF.

     ANY UNSOLD SHARES MAY BE PURCHASED BY THE COMPANY OR ITS  AFFILIATES ON THE
SAME TERMS AS SHARES PURCHASED BY OTHER INVESTORS.

                     NOTICES TO RESIDENTS OF CERTAIN STATES

                           NOTICE TO ALABAMA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
ALABAMA  SECURITIES ACT. A REGISTRATION  STATEMENT  RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES  COMMISSION.  THE COMMISSION DOES
NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY  SECURITIES,  NOR DOES IT PASS UPON
THE ACCURACY OR COMPLETENESS OF THIS OFFERING MEMORANDUM.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     ANYTHING TO THE  CONTRARY  HEREIN  NOTWITHSTANDING,  THE  INVESTMENT  OF AN
ALABAMA  PURCHASER  WHO IS NOT AN ACCREDIT  INVESTOR MAY NOT EXCEED TWENTY (20%)
PER CENT OF SUCH  PURCHASER'S  NET  WORTH,  EXCLUSIVE  OF  PRINCIPAL  RESIDENCE,
FURNISHINGS AND AUTOMOBILES.

                           NOTICE TO ALASKA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE ALASKA  SECURITIES ACT
AND MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THAT ACT OR EXEMPTION THEREFROM.

                           NOTICE TO ARIZONA RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED   UNDER  THE  ARIZONA
SECURITIES  ACT AND ARE BEING SOLD IN RELIANCE UPON THE  EXEMPTION  CONTAINED IN
SECTION  44-184(1)  OF SUCH  ACT.  THESE  SECURITIES  MAY  NOT BE  SOLD  WITHOUT
REGISTRATION UNDER SUCH ACT OR EXEMPTION THEREFROM.


                                        7

<PAGE>



     ARIZONA  RESIDENTS  MUST HAVE  EITHER  (i) A MINIMUM  NET WORTH OF AT LEAST
SEVENTY FIVE THOUSAND  ($75,000)  DOLLARS  (EXCLUDING HOME, HOME FURNISHINGS AND
AUTOMOBILES)  AND A  MINIMUM  ANNUAL  GROSS  INCOME  OF  SEVENTY  FIVE  THOUSAND
(475,000)  DOLLARS;  OR (iii) A NET WORTH OF AT LEAST TWO  HUNDRED  TWENTY  FIVE
THOUSAND ($225,000) DOLLARS (AS COMPUTED ABOVE).

                          NOTICE TO ARKANSAS RESIDENTS

     THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION
14(b)(14) OF THE ARKANSAS  SECURITIES ACT AND SECTION 4(2) OF THE SECURITIES ACT
OF 1933. A  REGISTRATION  STATEMENT  RELATING TO THESE  SECURITIES  HAS NOT BEEN
FILED  WITH  THE  ARKANSAS  SECURITIES  DEPARTMENT  OR WITH THE  SECURITIES  AND
EXCHANGE  COMMISSION.  NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON
THE VALUE OF THESE SECURITIES,  MADE ANY  RECOMMENDATIONS  AS TO THEIR PURCHASE,
APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     NOTWITHSTANDING  ANYTHING  TO  THE  CONTRARY  HEREIN,  AN  INVESTMENT  BY A
NON-ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%) PER CENT OF THE  INVESTOR'S
NET WORTH AT THE TIME OF PURCHASE, ALONE OR JOINTLY WITH SPOUSE.

                         NOTICE TO CALIFORNIA RESIDENTS

     IF THE  COMPANY  ELECTS TO SELL  SHARES IN THE STATE OF  CALIFORNIA,  IT IS
UNLAWFUL TO  CONSUMMATE  A SALE OR TRANSFER  OF THE  SHARES,  OR OTHER  INTEREST
THEREIN,  OR TO RECEIVE ANY  CONSIDERATION  THEREFOR  WITHOUT THE PRIOR  WRITTEN
CONSENT OF THE  COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,  EXCEPT
AS PERMITTED IN THE COMMISSIONER'S RULES.

                         NOTICE TO CONNECTICUT RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE CONNECTICUT  SECURITIES
ACT  AND  MAY  NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  OR  EXEMPTION
THEREFROM.

                          NOTICE TO DELAWARE RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE DELAWARE SECURITIES ACT
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION OR EXEMPTION THEREFROM.



                                        8

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                           NOTICE TO FLORIDA RESIDENTS

     THE SHARES  REFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY, THE HOLDER
IN A TRANSACTION EXEMPT UNDER SECTION 517.061 OF THE FLORIDA SECURITIES ACT. THE
SHARES  HAVE NOT BEEN  REGISTERED  UNDER  SAID ACT IN THE STATE OF  FLORIDA.  IN
ADDITION, ALL FLORIDA RESIDENTS SHALL HAVE THE PRIVILEGE OF VOIDING THE PURCHASE
WITHIN  THREE (3) DAYS AFTER THE FIRST TENDER OF  CONSIDERATION  IS MADE BY SUCH
PURCHASER  TO THE ISSUER,  AN AGENT OF THE ISSUER,  OR AN ESCROW AGENT OR WITHIN
THREE (3) DAYS AFTER THE  AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH
PURCHASER, WHICHEVER OCCURS LATER.

                           NOTICE TO GEORGIA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE GEORGIA  SECURITIES ACT
OF 1973, AS AMENDED.  IN RELIANCE UPON AN EXEMPTION FROM  REGISTRATION SET FORTH
IN SECTION  9(M) OF SUCH ACT AND THE  SECURITIES  CANNOT BE SOLD OR  TRANSFERRED
EXCEPT  IN A  TRANSACTION  WHICH IS  EXEMPT  UNDER  SUCH ACT OR  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR IN A TRANSACTION  WHICH IS
OTHERWISE IN COMPLIANCE WITH SAID ACT.

                            NOTICE TO IDAHO RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE CONNECTICUT  SECURITIES
ACT  AND  MAY  NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  OR  EXEMPTION
THEREFROM.

     ANYTHING   TOT  HE   CONTRARY   NOTWITHSTANDING,   THE   INVESTMENT   BY  A
NON-ACCREDITED  INVESTOR MAY NOT EXCEED TEN (10%) PER CENT OF THE INVESTOR'S NET
WORTH.

                           NOTICE TO INDIANA RESIDENTS

     EACH INVESTOR  PURCHASING  SHARES MUST WARRANT THAT HE HAS EITHER (i) A NET
WORTH  (EXCLUSIVE OF HOME,  HOME FURNISHING AND  AUTOMOBILES)  EQUAL TO AT LEAST
THREE (3) TIMES THE AMOUNT OF HIS  INVESTMENT BUT IN N O EVENT LESS THAN SEVENTY
FIVE THOUSAND  (475,000)  DOLLARS OR (ii) A NET WORTH  (EXCLUSIVE OF HOME,  HOME
FURNISHING AND AUTOMOBILES OF TOW (2) TIMES HIS INVESTMENT BUT IN NOT EVENT LESS
THAN THIRTY  THOUSAND  ($30,000)  DOLLARS AND A GROSS INCOME OF THIRTY  THOUSAND
($30,000) DOLLARS.

                            NOTICE TO IOWA RESIDENTS

     IOWA  RESIDENTS MUST HAVE EITHER (i) A NET WORTH OF AT LEAST FORTH THOUSAND
($40,000)  DOLLARS  (EXCLUSIVE OF HOME, HOME  FURNISHINGS AND AUTOMOBILES) AND A
MINIMUM ANNUAL GROSS INCOME OF FORTH THOUSAND ($40,000)  DOLLARS,  OR (ii) A NET
WORTH OF AT LEAST  ONE  HUNDRED  TWENTY  FIVE  THOUSAND  ($125,000)  DOLLARS  AS
COMPUTED ABOVE.

                                        9

<PAGE>





                           NOTICE TO KANSAS RESIDENTS

     AN INVESTMENT BY A  NON-ACCREDITED  INVESTOR  SHALL NOT EXCEED TWENTY (20%)
PER CENT OF THE INVESTOR'S NET WORTH; EXCLUDING PRINCIPAL RESIDENCE, FURNISHINGS
THEREIN AND PERSONAL AUTOMOBILES.

                          NOTICE TO KENTUCKY RESIDENTS

     THESE  SECURITIES  REPRESENTED BY THIS CERTIFICATE (OR OTHER DOCUMENT) HAVE
BEEN  ISSUED  PURSUANT  TO  A  CLAIM  OF  EXEMPTION  FROM  THE  REGISTRATION  OR
QUALIFICATION  PROVISIONS  OF FEDERAL AND STATE  SECURITIES  LAWS AND MAY NOT BE
SOLD OR TRANSFERRED  WITHOUT  COMPLIANCE WITH THE  REGISTRATION OR QUALIFICATION
PROVISIONS  OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS OR  APPLICABLE
EXEMPTIONS THEREIN.

     ANYTHING  TO THE  CONTRARY  HEREIN  NOTWITHSTANDING,  THE  INVESTMENT  BY A
NON-ACCREDITED INVESTOR MAY NOT EXCEED TEN (10%) OF THE INVESTOR'S NET WORTH.

                            NOTICE TO MAINE RESIDENTS

     THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM  REGISTRATION
WITH THE BANK  SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION  1052(2)(R) OF
TITLE 32 OF THE MAINE REVISED STATUES. THESE SECURITIES MAY BE DEEMED RESTRICTED
SECURITIES  AND AS SUCH THE  HOLDER  MAY NOT BE ABLE TO  RESELL  THE  SECURITIES
UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS OR UNLESS
AN EXEMPTION UNDER SUCH LAWS EXISTS.

                          NOTICE TO MARYLAND RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE MARYLAND SECURITIES ACT
IN RELIANCE UPON THE EXEMPTION FROM  REGISTRATION SET FORTH IN SECTION 11-602(9)
OF SUCH ACT. UNLESS THESE  SECURITIES ARE REGISTERED,  THEY MAY NOT BE REOFFERED
FOR SALE OR RESOLD  IN THE STATE OF  MARYLAND,  EXCEPT  AS A  SECURITY,  OR IN A
TRANSACTION EXEMPT UNDER SUCH ACT.

                        NOTICE TO MASSACHUSETTS RESIDENTS

     MASSACHUSETTS  RESIDENTS MUST HAVE HAD EITHER (i) A MINIMUM NET WORTH OF AT
LEAST FIFTY THOUSAND  ($50,000)  DOLLARS  (EXCLUDING  HOME, HOME FURNISHINGS AND
AUTOMOBILES)  AND  HAD  DURING  THE  LAST  YEAR,  OR IT IS  ESTIMATED  THAT  THE
SUBSCRIBER  WILL HAVE  DURING THE  CURRENT  TAKE YEAR,  TAXABLE  INCOME OF FIFTY


                                       10

<PAGE>



THOUSAND  ($50,000)  DOLLARS,  OR (ii) A NET WORTH OF AT LEAST ONE HUNDRED FIFTY
THOUSAND ($150,000) DOLLARS (AS COMPUTED ABOVE).

                          NOTICE TO MICHIGAN RESIDENTS

           THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE  MICHIGAN
SECURITIES ACT AND MAY NOT BE SOLD OR  TRANSFERRED  WITHOUT  REGISTRATION  UNDER
THAT ACT OR EXEMPTION THEREFROM.

           THE COMPANY  SHALL  PROVIDE ALL  MICHIGAN  INVESTORS  WITH A DETAILED
WRITTEN  STATEMENT OF THE APPLICATION OF THE PROCEEDS OF THE OFFERING WITHIN SIX
(6) MONTHS  AFTER  COMMENCEMENT  OF THE OFFERING OR UPON  COMPLETION,  WHICHEVER
OCCURS  FIRST,  AND WITH  ANNUAL  CURRENT  BALANCE  SHEETS AND INCOME  STATEMENT
THEREAFTER.

                          NOTICE TO MINNESOTA RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER CHAPTER 80 OF THE MINNESOTA
SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF FOR
VALUE EXCEPT PURSUANT TO REGISTRATION OR OPERATION OF LAW.

                         NOTICE TO MISSISSIPPI RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
MISSISSIPPI   SECURITIES  ACT.  A  REGISTRATION   STATEMENT  RELATING  TO  THESE
SECURITIES  HAS NOT BEEN FILED WITH THE  MISSISSIPPI  SECRETARY OF STATE OR WITH
THE SECURITIES AND EXCHANGE  COMMISSION.  NEITHER THE SECRETARY OF STATE NOR THE
COMMISSION  HAS PASSED UPON THE VALUE OF THESE  SECURITIES,  NO HAS  APPROVED OR
DISAPPROVED THE OFFERING. THE SECRETARY OF STATE DOES NOT RECOMMEND THE PURCHASE
OF THESE OR ANY OTHER SECURITIES.

     THERE IS NOT ESTABLISHED  MARKET FOR THESE  SECURITIES AND THERE MAY NOT BE
ANY MARKET FOR THESE SECURITIES IN THE FUTURE.  THE SUBSCRIPTION  PRICE OF THESE
SECURITIES  HAS  BEEN  ARBITRARILY  DETERMINED  BY  THE  ISSUER  AND  IS  NOT AN
INDICATION OF THE ACTUAL VALUE OF THESE SECURITIES.

     THE PURCHASER OF THESE SECURITIES MUST MEET CERTAIN  SUITABILITY  STANDARDS
AND MUST BE ABLE TO BEAR THE ENTIRE LOSS OF HIS  INVESTMENT.  ADDITIONALLY,  ALL
PURCHASERS  WHO ARE NOT  ACCREDITED  INVESTORS MUST HAVE A NET WORTH OF AT LEAST
THIRTY  THOUSAND  ($30,000)  DOLLARS  AND  INCOME OF THIRTY  THOUSAND  ($30,000)
DOLLARS  OR A NET  WORTH OF  SEVENTY  FIVE  THOUSAND  ($75,000)  DOLLARS.  THESE
SECURITIES  MAY NOT BE  TRANSFERRED  FOR A PERIOD  OF ONE (1) YEAR  EXCEPT  IN A
TRANSACTION  WHICH  IS  EXEMPT  UNDER  THE  MISSISSIPPI  SECURITIES  ACT OR IN A
TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.

                                       11

<PAGE>





                          NOTICE TO MISSOURI RESIDENTS

     THESE  SECURITIES  ARE SOLD TO,  AND BEING  ACQUIRED  BY,  THE  HOLDER IN A
TRANSACTION EXEMPTED UNDER SECTION 10, SUBSECTION  409.402(b),  MISSOURI UNIFORM
SECURITIES ACT (RMSO 1969).

     THE SHARES HAVE TO BEEN REGISTERED UNDER SAID ACT IN THE STATE OF MISSOURI,
UNLESS THE SHARES ARE  REGISTERED,  THEY MAY NOT BE  REOFFERED  OR RESOLD IN THE
STATE OF MISSOURI,  EXCEPT AS A SECURITY,  OR IN A TRANSACTION EXEMPT UNDER SAID
ACT.

     ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN INVESTOR MUST HAVE A MINIMUM
ANNUAL INCOME OF THIRTY THOUSAND  ($330,000) DOLLARS AND A NET WORTH OF AT LEAST
THIRTY   THOUSAND   ($30,000)(DOLLARS,   EXCLUSIVE  OF  HOME,   FURNISHINGS  AND
AUTOMOBILES OR A NET WORTH OF SEVENTY FIVE THOUSAND  ($75,000) DOLLARS EXCLUSIVE
OF HOME, FURNISHINGS AND AUTOMOBILES.

     AN INVESTMENT BY A  NON-ACCREDITED  INVESTOR  SHALL NOT EXCEED TWENTY (20%)
PER CENT OF THE INVESTOR'S NET WORTH.

                           NOTICE TO MONTANA RESIDENTS

     EACH MONTANA  RESIDENT WHO  SUBSCRIBES  FOR THE  SECURITIES  BEING  OFFERED
HEREBY  AGREES NOT TO SELL THESE  SECURITIES  FOR A PERIOD OF TWELVE (12) MONTHS
AFTER DATE OF PURCHASE.

     ANYTHING   TO  THE   CONTRARY   NOTWITHSTANDING,   THE   INVESTMENT   BY  A
NON-ACCREDITED  INVESTOR MAY NOT EXCEED TWENTY (20%) PER CENT OF THE  INVESTOR'S
NET WORTH.

                          NOTICE TO NEBRASKA RESIDENTS

     THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE NEBRASKA SECURITIES ACT AND
MAY NOT BE SOLD WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

                        NOTICE TO NEW HAMPSHIRE RESIDENTS

     EACH NEW  HAMPSHIRE  INVESTOR  PURCHASING  SHARES MUST  WARRANT THAT HE HAS
EITHER (i) A NET WORTH  (EXCLUSIVE OF HOME, HOME FURNISHING AND  AUTOMOBILES) OF
TWO HUNDRED FIFTY THOUSAND ($250,000) DOLLARS OR (iii) A NET WORTH (EXCLUSIVE OF
HOME,  HOME  FURNISHINGS  AND  AUTOMOBILES  OF ONE HUNDRED  TWENTY FIVE THOUSAND
($125,000) DOLLARS AND FIFTY THOUSAND ($50,000 DOLLARS ANNUAL INCOME.

                                       12

<PAGE>



                         NOTICE TO NEW JERSEY RESIDENTS

     THE ATTORNEY  GENERAL OF THE STATE HAS NOT PASSED ON OR ENDORSED THE MERITS
OF THIS OFFERING.  THE FILING OF THE WITHIN OFFERING DOES TO CONSTITUTE APPROVAL
OF THE ISSUE OR THE SALE THEREOF BY THE BUREAU OF SECURITIES  OR THE  DEPARTMENT
OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW JERSEY.  ANY  REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

                     NOTICE TO NORTH DAKOTA RESIDENTS

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
COMMISSION OF THE STATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE CONTRARY IS
CRIMINAL OFFENCE.

                          NOTICE TO NEW YORK RESIDENTS

     THIS  OFFERING  MEMORANDUM  HAS NOT BEEN  REVIEWED BY THE ATTORNEY  GENERAL
PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS
NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

     THIS OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE  STATEMENTS  MADE IN
LIGHT OF THE  CIRCUMSTANCES  UNDER  WHICH THEY WERE  MADE,  NOT  MISLEADING.  IT
CONTAINS A FAIR  SUMMARY OF THE  MATERIAL  TERMS AND  DOCUMENTS  PURPORTED TO BE
SUMMARIZED HEREIN.

                       NOTICE TO NORTH CAROLINA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
NORTH  CAROLINA  SECURITIES  ACT. THE NORTH  CAROLINA  SECURITIES  ADMINISTRATOR
NEITHER  RECOMMENDS  NOR  ENDORSES  THE  PURCHASE OF ANY  SECURITY,  NOR HAS THE
ADMINISTRATOR  PASSED ON THE  ACCURACY OR ADEQUACY OF THE  INFORMATION  PROVIDED
HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                          NOTICE TO OKLAHOMA RESIDENTS

     THESE  SECURITIES  RENDERED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE OKLAHOMA  SECURITIES ACT. THE SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT  AND MAY NOT BE SOLD OR TRANSFERRED  FOR VALUE
IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION OF THEM UNDER THE SECURITIES ACT OF
1933 AND/OR THE OKLAHOMA  SECURITIES ACT OF AN OPINION OF COUNSEL TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.


                                       13

<PAGE>



     ANYTHING TO THE CONTRARY NOTWITHSTANDING,  AN INVESTMENT BY A NON-ACCREDITS
INVESTOR SHALL NOT EXCEED THEN (10%) PER CENT OF THE INVESTOR'S NET WORTH.








                                       14

<PAGE>



                           NOTICE TO OREGON RESIDENTS

     THE SECURITIES  OFFERED HAVE BEEN REGISTERED WITH THE DIRECTOR OF THE STATE
OF OREGON UNDER THE PROVISIONS OF OAR  441-65-240.  THE INVESTOR IS ADVISED THAT
THE DIRECTOR HAS MADE ONLY A CURSORY  REVIEW OF THE  REGISTRATION  STATEMENT AND
HAS NOT REVIEWED THIS DOCUMENTS  SINCE THIS DOCUMENT IS NOT REQUIRED TO BE FILED
WITH THE DIRECTOR.

     THE INVESTOR MUST RELY ON THE  INVESTOR'S  OWN  EXAMINATION  OF THE COMPANY
CREATING THE SECURITIES,  AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND
RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

                        NOTICE TO PENNSYLVANIA RESIDENTS

     ANY  PERSON  WHO  ACCEPTS  AN  OFFER  TO  PURCHASE  THE  SECURITIES  IN THE
COMMONWEALTH OF PENNSYLVANIA IS ADVISED,  THAT PURSUANT TO SECTION 207(m) OF THE
PENNSYLVANIA SECURITIES ACT, HE SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE,
AND RECEIVE A FULL  REFUND OF ANY  CONSIDERATION  PAID,  WITHOUT  INCURRING  ANY
LIABILITY,  WITHIN TWO (20) BUSINESS DAYS FROM THE TIME THAT HE RECEIVES  NOTICE
OF THIS WITHDRAWAL  RIGHT AND RECEIVES THE PLACEMENT  OFFERING  MEMORANDUM.  ANY
PERSON  WHO WISHES TO  EXERCISE  SUCH  RIGHT OF  WITHDRAWAL  IS ADVISED TO GIVEN
NOTICE BY LETTER OR  TELEGRAM  SENT TO  POSTMARKED  BEFORE THE END OF THE SECOND
BUSINESS  DAY AFTER  EXECUTION.  IF THE REQUEST FOR  WITHDRAWAL  IS  TRANSMITTED
ORALLY,  WRITTEN  CONFIRMATION MUST BE GIVEN. ANY PERSON WHO PURCHASES INTERESTS
WHO IS A  PENNSYLVANIA  RESIDENT  WILL NOT SELL SUCH  INTERESTS  FOR A PERIOD OF
TWELVE (12) MONTHS BEGINNING WITH THE CLOSING DATE.  PENNSYLVANIA RESIDENTS MUST
HAVE  EITHER  (i) A  MINIMUM  NET  WORTH OF THIRTY  THOUSAND  ($30,000)  DOLLARS
(EXCLUDING  HOME,  HOME FURNISHING AND  AUTOMOBILES)  AND A MINIMUM ANNUAL GROSS
INCOME OF THIRTY  THOUSAND  ($30,000)  DOLLARS,  OR (ii) A NET WORTH OF AT LEAST
SEVENTY FIVE THOUSAND  ($75,000) DOLLARS (AS COMPUTED ABOVE0, AND MAY NOT INVEST
MORE THAN TEN (10%) PER CENT OF THEIR NET WORTH  (EXCLUSIVE OF THE  SUBSCRIBER'S
HOME, HOME FURNISHINGS AND AUTOMOBILES).

                       NOTICE TO SOUTH CAROLINA RESIDENTS

     THESE  SECURITIES  ARE OFFERED  PURSUANT TO A CLAIM OF EXEMPTION  UNDER THE
SOUTH CAROLINA  UNIFORM  SECURITIES  ACT. A REGISTRATION  STATEMENT  RELATING TO
THESE  SECURITIES  HAS  NOT  BEEN  FILED  WITH  THE  SOUTH  CAROLINA  SECURITIES
COMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY
SECURITIES,  NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                                       15

<PAGE>



                        NOTICE TO SOUTH DAKOTA RESIDENTS

     THE SHARES HAVE NOT BEEN REGISTERED UNDER CHAPTER 47.31 OF THE SOUTH DAKOTA
SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF FOR
VALUE EXCEPT PURSUANT TO REGISTRATION, EXEMPTION THEREFROM OR OPERATION OF LAW.

     SOUTH DAKOTA RESIDENTS MUST HAVE EITHER (i) A MINIMUM NET WORTH OF AT LEAST
SIXTY  THOUSAND   ($60,000)  DOLLARS   (EXCLUDING  HOME,  HOME  FURNISHINGS  AND
AUTOMOBILES) AND A MINIMUM GROSS INCOME OF SIXTY THOUSAND ($60,000) DOLLARS,  OR
(ii) A NET WORTH OF AT LEAST TWO HUNDRED TWENTY FIVE THOUSAND ($225,000) DOLLARS
(AS COMPUTED ABOVE).

                          NOTICE OF TENNESSEE RESIDENTS

     ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY INVESTOR
SHALL NOT EXCEED TEN (10%) PER CENT OF THE INVESTOR'S NET WORTH.

                            NOTICE OF TEXAS RESIDENTS

     THIS OFFERING MEMORANDUM IS FOR THE INVESTOR'S CONFIDENTIAL USE AND MAY NOT
BE REPRODUCED. ANY ACTION CONTRARY TO THESE RESTRICTIONS MAY PLACE SUCH INVESTOR
AND THE ISSUER IN VIOLATION OF THE TEXAS SECURITIES ACT.

     ANYTHING TO THE CONTRARY  NOTWITHSTANDING,  AN  INVESTMENT  BY ANY INVESTOR
SHALL NOT EXCEED TEN (10%) PER CENT OF THE INVESTOR'S NET WORTH.

                            NOTICE TO UTAH RESIDENTS

           THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE UTAH SECURITIES
ACT AND MAY  NOT NE  SOLD  WITHOUT  REGISTRATION  UNDER  THAT  ACT OR  EXEMPTION
THEREFROM.

                         NOTICE TO WASHINGTON RESIDENTS

     THESE SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE WASHINGTON  SECURITIES
ACT AND THE  ADMINISTRATOR  OF  SECURITIES  OF THE STATE OF  WASHINGTON  HAS NOT
REVIEWED THE OFFERING OR OFFERING  MEMORANDUM.  THESE SECURITIES MAY NOT BE SOLD
WITHOUT REGISTRATION UNDER THE ACT OR EXEMPTION THEREFROM.

     IT IS THE  RESPONSIBILITY  OF ANY  INVESTOR  PURCHASING  SHARES TO  SATISFY
ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT  TERRITORY  OUTSIDE THE
UNITED STATES IN CONNECTION WITH ANY SUCH

                                       16

<PAGE>



PURCHASE,  INCLUDING  OBTAINING ANY REQUIRED  GOVERNMENTAL  OR OTHER CONSENTS OR
OBSERVING ANY OTHER APPLICABLE REQUIREMENTS.







                                       17

<PAGE>



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

                               OFFERING MEMORANDUM
--------------------------------------------------------------------------------

                            L W Global (U.S.A.), Inc.
                            (A Delaware Corporation)

                     Offering Memorandum Dated July 14, 1997

                                 300,000 Shares

     L W Global (U.S.A.),  Inc., (the  "Company"),  a Delaware  corporation,  is
offering on a "best efforts, no minimum basis" up to a maximum of 300,000 shares
of common stock ("Common  Stock"),  $.001 par value,  at $0.01 per Share.  Since
there is no minimum,  no proceeds  will be held in escrow  account and all funds
will be immediately available to the Company.

     The Company  intends to apply for inclusion of the Common Stock on the Over
the Counter Electronic Bulletin Board. There can be no assurances that an active
trading market will develop,  even if the securities are accepted for quotation.
Additionally,  even if the Company's  securities  are accepted for quotation and
active  trading  develops,  the Company is still  required  to maintain  certain
minimum criteria  established by NASDAQ, of which there can be no assurance that
the Company will be able to continue to fulfill such criteria.

     Prior to this  offering,  there has been no public  market  for the  common
stock of the Company.  The price of the Shares  offered  hereby was  arbitrarily
determined  by the Company and does not bear any  relationship  to the Company's
assets,  book value,  net worth,  results of operations or any other  recognized
criteria of value. For additional  information  regarding the factors considered
in determining  the offering price of the Shares,  see "Risk Factors - Arbitrary
Offering Price," "Description of Securities".

     The Company does not presently file reports or other  information  with the
Securities and Exchange Commission ("Commission"). However, following completion
of this  offering,  the Company  intends to furnish its  security  holders  with
annual reports containing audited financial statements and such interim reports,
in each case as it may determine to furnish or as may be required by law.

     THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
COMMISSION  OF ANY STATE  SECURITIES  COMMISSION  PASSED  UPON THE  ACCURACY  OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

     THE SECURITIES ARE OFFERED BY THE COMPANY SUBJECT TO PRIOR SALE, ACCEPTANCE
OR AN OFFER TO PURCHASE, WITHDRAWAL,  CANCELLATION OR MODIFICATION OF THE OFFER,
WITHOUT NOTICE.  THE COMPANY RESERVES THE RIGHT TO REJECT ANY ORDER, IN WHOLE OR
IN PART, FOR THE PURCHASE OF ANY OF THE SECURITIES OFFERED HEREBY.

                                        1

<PAGE>






     This  offering  involves  special risks  concerning  the Company (see "Risk
Factors").  Investors should  carefully review the entire  Memorandum and should
not  invest  any funds in this  Offering  unless  they can  afford to lose their
entire  investment.  In making an investment  decision,  investors  must rely on
their own examination of the issuer and the terms of the Offering, including the
merit and risks involved.


                                OFFERING SUMMARY

     The  following  summary  information  is  qualified  in its entirety by the
detailed  information  and  financial  statements  and notes  thereto  appearing
elsewhere in this Memorandum.

     The Company is in the business of providing  equipment,  supplies and other
products and  maintenance to the financial and business  community.  The Company
was incorporated in the State of Delaware and its principal  executive office is
located at 222 Lakeview  Avenue,  Suite 160--124,  West Palm Beach, FL 33401 and
its telephone number is (561) 833-5092

                                  RISK FACTORS

     THE SECURITIES  OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK.  ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE  INVESTMENT  SHOULD PURCHASE
THESE SECURITIES. PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT DECISION,
SHOULD  CAREFULLY READ THIS  PROSPECTUS  AND CONSIDER,  ALONG WITH OTHER MATTERS
REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS:

Risk Factors Relating to the Business of the Company

     Start-up  or  Development  Stage  Company.  The  Company  did not  have any
operations  before its organization  and is a "start-up" or "development  stage"
company.  No  assurances  can be given that the Company  will be able to compete
with other  companies in its industry.  The purchase of the  securities  offered
hereby  must be  regarded  as the  placing  of funds at a high  risk in a new or
"start-up"  venture  with all the  unforeseen  costs,  expenses,  problems,  and
difficulties to which such ventures are subject. See "Use of Proceeds to Issuer"
and "Description of Business."

     No Assurance of  Profitability.  To date, the Company has not generated any
revenues  from  operations.  The Company  does not  anticipate  any  significant
revenues in the near future. The Company's ability to successfully implement its
business plan is dependent on the completion of this  Offering.  There can be no
assurance  that  the  Company  will be  able to  develop  into a  successful  or
profitable business.

     No Assurance of Payment of Dividends.  No  assurances  can be made that the
future  operations of the Company will result in additional  revenues or will be
profitable. Should the operations of the Company become profitable, it is likely
that the Company  would  retain much or all of its  earnings in order to finance


                                        2

<PAGE>



future growth and expansion. Therefore, the Company does not presently intend to
pay  dividends,  and it is not  likely  that any  dividends  will be paid in the
foreseeable future. See "Dividend Policy."

     Possible Need for  Additional  Financing . The Company  intends to fund its
operations and other capital needs for the next 12 months substantially from the
operations  and proceeds of this  Offering,  but there can be no assurance  that
such funds will be  sufficient  for these  purposes.  The  Company  may  require
additional  amounts of capital  for its future  expansion,  operating  costs and
working  capital.  The  Company  has  made  no  arrangements  to  obtain  future
additional  financing,  and if  required,  there can be no  assurance  that such
financing  will be  available,  or that  such  financing  will be  available  on
acceptable terms. See "Use of Proceeds."

     Dependence on Management. The Company's success is principally dependent on
its current management personnel for the operation of its business.

     Broad Discretion in Application of Proceeds . The management of the Company
has broad  discretion  to  adjust  the  application  and  allocation  of the net
proceeds  of this  offering,  in  order to  address  changed  circumstances  and
opportunities.  As a result of the foregoing, the success of the Company will be
substantially  dependent  upon the  discretion and judgment of the management of
the Company with respect to the  application  and allocation of the net proceeds
hereof.  Pending use of such proceeds, the net proceeds of this offering will be
invested by the Company in temporary,  short-term interest-bearing  obligations.
See "Use of Proceeds."

     Arbitrary  Offering  Price.  There has been no prior public  market for the
Company's  securities.  The price to the public of the Shares offered hereby has
been  arbitrarily  determined  by the Company and bears no  relationship  to the
Company's earnings, book value or any other recognized criteria of value.

     Immediate  and  Substantial  Dilution.  An investor in this  offering  will
experience immediate and substantial dilution.

     Lack of Prior Market for  Securities  of the  Company.  No prior market has
existed for the  securities  being offered  hereby and no assurance can be given
that a market will develop subsequent to this offering.

     No Escrow of  Investors'  Funds.  This  offering  is being  made on a "best
efforts,  no minimum  basis" As such,  all the funds from this  Offering will be
immediately available to the Company.

                                 USE OF PROCEEDS

     The  Company  will  receive  the  proceeds  from the  Offering  for working
capital.

                                 DIVIDEND POLICY

     Holders of the  Company's  Common Stock are entitled to dividends  when, as
and if  declared  by the  Board  of  Directors  out of funds  legally  available
therefor.  The Company does not  anticipate  the  declaration  or payment of any
dividends in the foreseeable future.  The Company intends to retain earnings, if

                                        3

<PAGE>



any, to finance the development  and expansion of its business.  Future dividend
policy will be subject to the  discretion  of the Board of Directors and will be
contingent  upon future  earnings,  if any, the Company's  financial  condition,
capital requirements,  general business conditions and other factors. Therefore,
there can be no assurance that any dividends of any kind will ever be paid.


                                   THE COMPANY

     The Company is in the business of providing  equipment,  supplies and other
products and maintenance to offices,  businesses and financial institutions.  In
addition,  the company is negotiating  with other companies in the office supply
field with the intent of acquiring all of the shares or assets of one or more of
these   companies.   However,   if  the  company  is  unable  to  complete   the
acquisition/acquisitions  it will continue to operate its existing  business and
expand its activities through internal growth.

Management

     Dale B. Finfrock,  Jr. , is the Company's sole Director,  and its President
and Secretary.

                             EXECUTIVE COMPENSATION

     Since  the  Company  was  recently  incorporated,   it  has  no  historical
information  with respect to executive  compensation.  At the  conclusion of the
Offering, the Company does not intend to compensate its officers for services to
the Company from the  proceeds of this  Offering and will only do so when and if
the Company generates profits.

Compensation of Directors

           Directors  are not paid fees for their  services nor  reimbursed  for
expenses of attending board meetings.

                            DESCRIPTION OF SECURITIES

Shares

     The Company is offering  hereby a "best  efforts,  no minimum  basis" up to
300,000 shares of Common Stock at $.01 per Share.

Common Stock

     The authorized  capital stock of the Company consists of 20,000,000  shares
of Common  Stock,  $.001 par  value.  Holders  of the  Common  Stock do not have
preemptive  rights  to  purchase  additional  shares  of  Common  Stock or other
subscription  rights.  The Common Stock carries no conversion  rights and is not
subject to  redemption or to any sinking fund  provisions.  All shares of Common
Stock are entitled to share equally in dividends from sources legally  available
therefor  when,  as  and if  declared  by  the  Board  of  Directors  and,  upon
liquidation or dissolution of the Company, whether voluntary or involuntary,  to
share  equally  in the  assets of the  Company  available  for  distribution  to


                                        4

<PAGE>



stockholders.  All outstanding shares of Common Stock are validly authorized and
issued,  fully paid and  nonassessable,  and all shares to be sold and issued as
contemplated  hereby,  will be validly  authorized  and  issued,  fully paid and
nonassessable.  The Board of Directors is authorized to issue additional  shares
of  Common  Stock,  not  to  exceed  the  amount  authorized  by  the  Company's
Certificate  of  Incorporation,  on such  terms  and  conditions  and  for  such
consideration  as the Board may deem  appropriate  without  further  stockholder
action.  The above  description  concerning the Common Stock of the Company does
not purport to be complete.  Reference is made to the Company's  Certificate  of
Incorporation  and Bylaws which are available for inspection  upon proper notice
at the Company's offices,  as well as to the applicable statutes of the State of
Florida for a more complete description concerning the rights and liabilities of
stockholders.

     Prior to this  offering,  there has been no market for the Common  Stock of
the Company,  and no predictions can be made of the effect,  if any, that market
sales of shares or the  availability  of shares for sale will have on the market
price prevailing from time to time.  Nevertheless,  sales of significant amounts
of the Common  Stock of the Company in the public  market may  adversely  affect
prevailing market prices,  and may impair the Company's ability to raise capital
at that time through the sale of its equity securities.

     Each  holder  of  Common  Stock is  entitled  to one vote per  share on all
matters on which such  stockholders  are  entitled to vote.  Since the shares of
Common Stock do not have cumulative  voting rights,  the holders of more than 50
percent of the shares  voting for the  election of  directors  can elect all the
directors  if they  choose  to do so and,  in such  event,  the  holders  of the
remaining shares will not be able to elect any person to the Board of Directors.


                              PLAN OF DISTRIBUTION

     The Company has no underwriter for this Offering. The Offering is therefore
a self- underwriting.  The Shares will be offered by the Company at the offering
price of $.01 per Share.

Price of the Offering.

     There is no, and never has been,  a market for the Shares,  and there is no
guaranty that a market will ever develop for the Company's shares. Consequently,
the  offering  price has been  determined  by the Company.  Among other  factors
considered in such  determination  were estimates of business  potential for the
Company,  the  Company's  financial  condition,  an  assessment of the Company's
management  and the general  condition of the  securities  market at the time of
this Offering. However, such price does not necessarily bear any relationship to
the assets, income or net worth of the Company.

     The offering  price should not be  considered  an  indication of the actual
value of the  Shares.  Such  price is  subject  to  change as a result of market
conditions and other factors,  and no assurance can be given that the Shares can
be resold at the Offering Price.

     There can be no assurance  that an active  trading market will develop upon
completion of this Offering, or if such market develops,  that it will continue.
Consequently,  purchasers  of the  Shares  offered  hereby  may not find a ready
market for Shares.


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<PAGE>



                             ADDITIONAL INFORMATION

     Each investor  warrants and represents to the Company that, prior to making
an investment  in the Company,  that he has had the  opportunity  to inspect the
books and  records of the Company  and that he has had the  opportunity  to make
inquiries to the  officers and  directors of the Company and further that he has
been provided full access to such information.


                       INVESTOR SUITABILITY STANDARDS AND
                             INVESTMENT RESTRICTIONS

Suitability

     Shares will be offered and sold pursuant an exemption  under the Securities
Act, and exemptions  under  applicable state securities and Blue Sky laws. There
are different  standards under these federal and state  exemptions which must be
met by prospective investors in the Company.

     The Company will sell Shares only to those Investors it reasonably believes
meet certain suitability requirements described below.

     Each   prospective   Investor  must  complete  a   Confidential   Purchaser
questionnaire  and  each  Purchaser  Representative,  if any,  must  complete  a
Purchaser Representative Questionnaire.

     EACH INVESTOR MUST BE RESPONSIBLE FOR  DETERMINING  THAT IT IS PERMITTED TO
INVEST  IN THE  COMPANY,  THAT ALL  APPROPRIATE  ACTIONS  TO  AUTHORIZE  SUCH AN
INVESTMENT HAVE BEEN TAKEN,  AND THAT ANY  REQUIREMENTS  THAT ITS INVESTMENTS BE
DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET.

     An investor will qualify as an  accredited  Investor if it falls within any
one of the  following  categories  at the time of the sale of the Shares to that
Investor:

     (1) A bank as defined  in  Section  3(a)(2)  of the  Securities  Act,  or a
savings  and loan  association  or  other  institution  as  defined  in  Section
3(a)(5)(A) of the Securities Act,  whether acting in its individual or fiduciary
capacity; a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934;  an insurance  company as defined in Section  2(13) of the
Securities Act; an investment  company  registered under the Investment  Company
Act of 1940 or a business  development company as defined in Section 2(a)(48) of
that Act; a Small  Business  Investment  Company  licensed by the United  States
Small Business  Administration under Section 301(c) or (d) of the Small Business
Investment  Act of 1958;  a plan  established  and  maintained  by a state,  its
political  subdivisions,  or any  agency  or  instrumentality  of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of $5,000,000;  an employee  benefit plan within the meaning of
the Employee  Retirement Income Security Act of 1974, if the investment decision
is made by a plan  fiduciary,  as defined in Section 3(21) of that Act, which is
either a bank, savings and loan association,  insurance  company,  or registered


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investment  adviser,  or if the employee benefit plan has total assets in excess
of $5,000,000,  or, if a self-directed  plan with the investment  decisions made
solely by persons that are accredited investors;

     (2) A private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940;

     (3) An organization  described in Section 501(c)(3) of the Internal Revenue
Code with total assets in excess of $5,000,000;

     (4) A director or executive officer of the Company.

     (5) A natural person whose  individual  net worth,  or joint net worth with
that  person's  spouse,  at the time of such  person's  purchase  of the  Shares
exceeds $1,100,000;

     (6) A natural person who had an individual  income in excess of $200,000 in
each of the two most recent years or joint income with that  person's  spouse in
excess of $300,000 in each of those years and has a  reasonable  expectation  of
reaching the same income level in the current year;

     (7) A trust with total assets in excess of  $5,000,000,  not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person as describe in Rule 506(b)(2)(ii) of Regulation D; and

     (8) An entity in which all of the equity  owners are  accredited  investors
(as defined above).

     As used in this Memorandum,  the term "net worth" means the excess of total
assets over total  liabilities.  In  computing  net worth for the purpose of (5)
above, the principal residence of the investor must be valued at cost, including
cost of improvements,  or at recently appraised value by an institutional lender
making a secured loan, net of  encumbrances.  In determining  income an investor
should add to the investor's  adjusted gross income any amounts  attributable to
tax exempt income  received,  losses claimed as a limited partner in any limited
partnership,  deductions claimed for depletion, contributions to an IRA or KEOGH
retirement plan, alimony payments, and any amount by which income form long-term
capital gains has been reduced in arriving at adjusted gross income.

     In  order to meet  the  conditions  for  exemption  from  the  registration
requirements under the securities laws of certain  jurisdictions,  investors who
are  residents  of  such   jurisdiction  may  be  required  to  meet  additional
suitability requirements.

     An  Investor  that  does  not  qualify  as  an  accredited  Investor  is  a
nonaccredited Investor and may acquire Shares only if:

     (1)  The  Investor  is  knowledgeable   and  experienced  with  respect  to
investments  in  limited   partnerships  either  alone  or  with  its  Purchaser
Representative, if any; and

     (2) The Investor  has been  provided  access to all  relevant  documents it
desires or needs; and


                                        7

<PAGE>



     (3) The  Investor is aware of its limited  ability to sell and/or  transfer
its Shares in the Company; and

     (4) The Investor can bear the economic risk  (including  loss of the entire
investment) without impairing its ability to provide for its financial needs and
contingencies in the same manner as it was prior to making such investment.

     THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE DISCRETION TO DETERMINE IF A
POTENTIAL INVESTOR MEETS OR FAILS TO MEET THE SUITABILITY STANDARDS SET FORTH IN
THIS SECTION.

Additional Suitability Requirements for Benefit Plan Investors

     In addition to the foregoing  suitability standards generally applicable to
all Investors,  the Employee  Retirement Income Security Act of 1934, as amended
("ERISA"), and the regulations promulgated thereunder by the Department of Labor
impose certain additional suitability standards for Investors that are qualified
pension,  profit-sharing  or stock bonus plans  ("Benefit  Plan  Investor").  In
considering  the purchase of Shares,  a fiduciary  with respect to a prospective
Benefit Plan  Investor  must  consider  whether an investment in the Shares will
satisfy the prudence  requirement of Section  404(a)(1)(B) of ERISA, since there
is not expected to be any market  created in which to sell or otherwise  dispose
of the Shares.  In addition,  the fiduciary must consider whether the investment
in Shares will satisfy the diversification  requirement of Section  404(a)(1)(C)
of ERISA.


Restrictions on Transfer or Resale of Shares

     The  Availability  of Federal and state  exemptions and the legality of the
offers and sales of the Shares are  conditioned  upon,  among other things,  the
fact that the purchase of Shares by all  Investors are for  investment  purposes
only  and  not  with  a  view  to  resale  or  distribution.  Accordingly,  each
prospective Investor will be required to represent in the Subscription Agreement
that it is  purchasing  the Shares for its own  account  and for the  purpose of
investment  only, not with a view to, or in accordance with, the distribution of
sale of the  Shares and that it will not sell,  pledge,  assign or  transfer  or
offer to sell, pledge, assign or transfer any of its Shares without an effective
registration  statement under the Securities Act, or an exemption there from and
an opinion of counsel  acceptable  to the Company  that  registration  under the
Securities Act is not required and that the transaction  complies with all other
applicable Federal and state securities or Blue Sky laws.





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