EXHIBIT 99.1

                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
                        SAFE HARBOR COMPLIANCE STATEMENT
                         FOR FORWARD-LOOKING STATEMENTS

     In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Oak Brook Capital II, Inc. ("Oak Brook" or the
"Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe 
harbor provisions.

     "Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All forward-
looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of Oak Brook. The 
Company undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, Oak Brook undertakes no obligation 
to update or revise forward-looking statements to reflect changed assumptions, 
the occurrence of unanticipated events or changes to future operating results
over time.

     Oak Brook provides the following risk factor disclosure in connection with
its continuing effort to qualify its written and oral forward-looking statements
for the safe harbor protection of the Reform Act and any other similar safe
harbor provisions. Important factors currently known to management that could
cause actual results to differ materially from those in forward-looking
statements include the disclosures contained in the Quarterly Report on
Form 10-QSB to which this statement is appended as an exhibit and also 
include the following:

FORWARD LOOKING STATEMENTS

THIS QUARTERLY REPORT AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY 
OAK BROOK CAPITAL II, INC. (HEREINAFTER REFERRED TO AS "OAK BROOK" AND/OR 
"COMPANY") OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE 
"FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 
1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE 
SECURITIES LITIGATION REFORM ACT OF 1995. FIFTEEN U.S.C.A. SECTIONS 77Z-2 
AND 78U-5 (SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE
INTENT, BELIEF OR CURRENT EXPECTATIONS OF OAK BROOK AND MEMBERS OF ITS 
MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE 
BASED. PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING 
STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND 
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE 
CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY 
KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY 
FROM THOSE IN FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE SAFE HARBOR 
COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS INCLUDED AS EXHIBIT 99.1 
TO THIS FORM 10QSB, AND ARE HEREBY INCORPORATED HEREIN BY REFERENCE. THE 
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING 
STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED 
EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.

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RISK FACTORS

1. YEAR 2000.

It is possible that the Company's currently installed computer system, 
software products or other business systems, or those of the Company's 
customers, vendors or resellers, working either alone or in conjunction with 
other software or systems, will not accept input of, store, manipulate and 
output dates for the years 1999, 2000 or thereafter without error or 
interruption (commonly known as the "Year 2000" problem). The Company has 
conducted a review of its business systems, including its computer systems,
and is querying its customers, vendors and resellers as to their progress in 
identifying and addressing problems that their computer systems may face in 
correctly interrelating and processing date information as the year 2000 
approaches and is reached. 

The detail planning and inventory for the majority of the Company's legacy 
systems that are being modified for Year 2000 compatibility has been 
completed and such systems are in remediation.

The estimated cost of the Company's Year 2000 efforts is $1,000 to 
$1,500  over 1998 and 1999, the majority of which represents redirection
of internal resources. However, there can be no assurance that the Company 
will identify all such Year 2000 problems in its computer systems or those 
of its customers, vendors or resellers in advance of their occurrence or 
that the Company will be able to successfully remedy any problems that are 
discovered. The expenses of the Company's efforts to identify and address 
such problems, or the expenses or liabilities to which the Company may become 
subject as a result of such problems, could have a material adverse effect on 
the Company's business, financial condition and results of operations. 

In addition, failure of the Company to identify and remedy Year 2000 
problems could put the Company at a competitive disadvantage relative to 
companies that have corrected such problems.

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2. Control by Principal Shareholders, Officers and Directors.  

The Company's principal shareholders, officers and directors will 
beneficially own approximately ninety percent (90%) of the 
Company's Common Stock.  As a result, such persons may have the
ability to control the Company and direct its affairs and
business.  Such concentration of ownership may also have the
effect of delaying, deferring or preventing change in control of
the Company.  See "Principal Stockholders."

3. Conflicts of Interest.

Certain conflicts of interest exist between the Company and its 
officers and directors.  They have other business interests to which
they devote their attention, and they may be expected to continue 
to do so although management time should be devoted to the business 
of the Company.  As a result, conflicts of interest may arise that 
can be resolved only through their exercise of such judgment as is 
consistent with his fiduciary duties to the Company.  See 
"Management," and "Conflicts of Interest."

The Company's President, Vice President and all current shareholders 
own all of the issued and outstanding stock of three (3) additional 
corporations (Oak Brook Capital I, III and IV) which are shell companies
formed May 15-18.  The Form 10-SB registration statement of Oak Brook 
Capital I, III and IV may become effective by lapse of time on or about 
December 28-31, respectively.   (See "Item 5. Directors, Executive
Officers, Promoters, and Control Persons---Other Blind Pool Activities.")
Thus, the Company may be in competition with Oak Brook Capital I, III
and IV in seeking merger candidates.

The Company's President and Vice President may form Newport
Capital I, Inc., which is a shell company with the same capital
structure and business plan as Oak Brook Capital I, III and IV, and
the Company.  They may also elect, in the future, to form one or more
additional public shell companies with a business plan similar or
identical to that of the Company.  Any such additional shell
companies would also be in direct competition with the Company for
available business opportunities.  (See Item 5 - "Directors, Executive
Officers, Promoters and Control Persons - Conflicts of Interest.")

It is anticipated that Company's President and Vice President
may actively negotiate or otherwise consent to the purchase of a portion 
of their common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction.  In this process, the Company's
President and/or Vice President may consider their own personal pecuniary

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benefit rather than the best interests of other Company shareholders, and 
the other Company shareholders are not expected to be afforded the 
opportunity to approve or consent to any particular stock buy-out 
transaction.  See "Conflicts of Interest."

4. Possible Need for Additional Financing.  

The Company has very limited funds, and such funds may not be adequate 
to take advantage of any available business opportunities.  Even if the 
Company's funds prove to be sufficient to acquire an interest in, or 
complete a transaction with, a business opportunity, the Company may not 
have enough capital to exploit the opportunity.  The ultimate success of 
the Company may depend upon its ability to raise additional capital. The
Company has not investigated the availability, source, or terms that
might govern the acquisition of additional capital and will not do so
until it determines a need for additional financing.  If additional
capital is needed, there is no assurance that funds will be available
from any source or, if available, that they can be obtained on terms
acceptable to the Company.  If not available, the Company's opera-
tions will be limited to those that can be financed with its modest
capital.

5. Regulation of Penny Stocks.  

The Company's securities, when available for trading, will be subject to
a Securities and Exchange Commission rule that imposes special sales 
practice requirements upon broker-dealers who sell such securities to 
persons other than established customers or accredited investors.  For 
purposes of the rule, the phrase "accredited investors" means, in 
general terms, institutions with assets in excess of $5,000,000, or 
individuals having a net worth in excess of $1,000,000 or having an 
annual income that exceeds $200,000 (or that, when combined with a 
spouse's income, exceeds $300,000).  For transactions covered by the rule, 
the broker-dealer must make a special suitability determination for the 
purchaser and receive the purchaser's written agreement to the transaction 
prior to the sale.  Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that
might develop therefor.

In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks."  Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and
15g-7 under the Securities Exchange Act of 1934, as amended. 
Because the securities of the Company may constitute "penny stocks"

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within the meaning of the rules, the rules would apply to the Company 
and to its securities.  The rules may further affect the ability
of owners of Shares to sell the securities of the Company in any
market that might develop for them.

Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse. 
Such patterns include (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses.  The Company's
management is aware of the abuses that have occurred historically in
the penny stock market.  Although the Company does not expect to
be in a position to dictate the behavior of the market or of broker-
dealers who participate in the market, management will strive within
the confines of practical limitations to prevent the described patterns
from being established with respect to the Company's securities.

6. No Operating History.  

The Company was formed in May of 1998 for the purpose of registering 
its common stock under the 1934 Act and acquiring a business opportunity.
The Company has no operating history, revenues from operations, or assets 
other than cash from private sales of stock.  The Company faces all of 
the risks of a new business and the special risks inherent in the 
investigation, acquisition, or involvement in a new business opportunity.
The Company must be regarded as a new or "start-up" venture with all of
the unforeseen costs, expenses, problems, and difficulties to which
such ventures are subject.  

7. No Assurance of Success or Profitability.  

There is no assurance that the Company will acquire a favorable business 
opportunity.  Even if the Company should become involved in a business
opportunity, there is no assurance that it will generate revenues or
profits, or that the market price of the Company's Common Stock will
be increased thereby.

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8. Reporting Requirements May Delay Or Preclude Acquisition.

Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"),
requires companies subject thereto to provide certain information about 
significant acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the relative 
size of the acquisition.  The time and additional costs that may be 
incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an 
otherwise desirable acquisition by the Company.  Acquisition prospects
that do not have or are unable to obtain the required audited statements 
may not be appropriate for acquisition so long as the reporting 
requirements of the 1934 Act are applicable.  

9. Lack of Market Research or Marketing Organization.  

The Company has neither conducted, nor have others made available to it, 
results of market research indicating that market demand exists for the 
transactions contemplated by the Company.  Moreover, the Company does not 
have, and does not plan to establish, a marketing organization.  Even in the 
event demand is identified for a merger or acquisition contemplated by
the Company, there is no assurance the Company will be successful in 
completing any such business combination.  

10. Possible Business - Not Identified and Highly Risky.  

The Company has not identified and has no commitments to enter into or
acquire a specific business opportunity and therefore can disclose the
risks and hazards of a business or opportunity that it may enter into
in only a general manner, and cannot disclose the risks and hazards of
any specific business or opportunity that it may enter into.  An
investor can expect a potential business opportunity to be quite risky. 
The Company's acquisition of or participation in a business
opportunity will likely be highly illiquid and could result in a total
loss to the Company and its stockholders if the business or
opportunity proves to be unsuccessful.  See  Item 1 "Description of
Business."

11. Type of Business Acquired.  

The type of business to be acquired may be one that desires to avoid 
effecting its own public offering and the accompanying expense, delays, 
uncertainties, and federal and state requirements which purport to protect 
investors. Because of the Company's limited capital, it is more likely than 
not that any acquisition by the Company will involve other parties whose
primary interest is the acquisition of control of a publicly traded
company.  Moreover, any business opportunity acquired may be

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currently unprofitable or present other negative factors.

12. Impracticability of Exhaustive Investigation.  

The Company's limited funds and the lack of full-time management will 
likely make it impracticable to conduct a complete and exhaustive 
investigation and analysis of a business opportunity before the Company 
commits its capital or other resources thereto.  Management decisions,
therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Com-
pany had more funds available to it, would be desirable.  The
Company will be particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking the Company's
participation.  A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related
to preliminary aspects of completing an acquisition transaction,
whether or not any business opportunity investigated is eventually
acquired.

13. Lack of Diversification.  

Because of the limited financial resources that the Company has, it is 
unlikely that the Company will be able to diversify its acquisitions or 
operations.  The Company's probable inability to diversify its activities 
into more than one area will subject the Company to economic fluctuations 
within a particular business or industry and therefore increase the risks 
associated with the Company's operations.  

14. Possible Reliance upon Unaudited Financial Statements.  

The Company generally will require audited financial statements from
companies that it proposes to acquire.  No assurance can be given,
however, that audited financials will be available to the Company.  In
cases where audited financials are unavailable, the Company will have
to rely upon unaudited information received from target companies'
management that has not been verified by outside auditors. The lack
of the type of independent verification which audited financial
statements would provide, increases the risk that the Company, in
evaluating an acquisition with such a target company, will not have
the benefit of full and accurate information about the financial
condition and operating history of the target company.  This risk
increases the prospect that the acquisition of such a company might
prove to be an unfavorable one for the Company or the holders of the
Company's securities.

<PAGE> 

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and 
thus will be required to furnish certain information about significant 
acquisitions, including audited financial statements for any business 
that it acquires.  Consequently, acquisition prospects that do not have, 
or are unable to provide reasonable assurances that they will be able to 
obtain, the required audited statements would not be considered by the 
Company to be appropriate for acquisition so long as the reporting 
requirements of the Exchange Act are applicable.  Should the Company, 
during the time it remains subject to the reporting provisions of the 
Exchange Act, complete an acquisition of an entity for which audited 
financial statements prove to be unobtainable, the Company would be 
exposed to enforcement actions by the Securities and Exchange Commission 
(the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its
management.  The legal and other costs of defending a Commission
enforcement action are likely to have material, adverse consequences
for the Company and its business.  The imposition of administrative
sanctions would subject the Company to further adverse consequences.

In addition, the lack of audited financial statements would prevent the 
securities of the Company from becoming eligible for listing on NASDAQ, 
the automated quotation system sponsored by the National Association of 
Securities Dealers, Inc., or on any existing stock exchange.  Moreover, 
the lack of such financial statements is likely to discourage broker-dealers 
from becoming or continuing to serve as market makers in the securities 
of the Company.  Without audited financial statements, the Company would 
almost certainly be unable to offer securities under a registration statement 
pursuant to the Securities Act of 1933, and the ability of the Company to 
raise capital would be significantly limited until such financial statements 
were to become available.

15. Other Regulation.  

An acquisition made by the Company may be of a business that is subject to 
regulation or licensing by federal, state, or local authorities.  Compliance
with such regulations and licensing can be expected to be a time-consuming, 
expensive process and may limit other investment opportunities of the Company.

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16. Dependence upon Management; Limited Participation of Management.  

The Company currently has two individuals who are serving as its sole 
officers and directors.  The Company will be heavily dependent upon 
their skills, talents, and abilities to implement its business plan,
and may, from time to time, find that the inability of the sole 
officers and directors to devote their full time attention to the
business of the Company results in a delay in progress toward
implementing its business plan.   Furthermore, since only two individuals
are serving as the sole officers and directors of the Company, it will be
entirely dependent upon their experience in seeking, investigating, and
acquiring a business and in making decisions regarding the Company's
operations.  See "Management."  Because investors will not be able to
evaluate the merits of possible business acquisitions by the Company,
they should critically assess the information concerning the Company's
sole officer and director.

17. Lack of Continuity in Management.  

The Company does not have an employment agreement with its sole officers 
and directors, and as a result, there is no assurance that they will 
continue to manage the Company in the future.  In connection with 
acquisition of a business opportunity, it is likely the current officers 
and directors of the Company may resign.  A decision to resign will be 
based upon the identity of the business opportunity and the nature of the 
transaction, and is likely to occur without the vote or consent of the 
stockholders of the Company.  

18. Indemnification of Officers and Directors.  

The Company's Articles of Incorporation provide for the indemnification 
of its directors, officers, employees, and agents, under certain 
circumstances, against attorney's fees and other expenses incurred by them
in any litigation to which they become a party arising from their association
with or activities on behalf of the Company.  The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company 
therefor if it is ultimately determined that any such person shall not 
have been entitled to indemnification.  This indemnification policy could 
result in substantial expenditures by the Company which it will be unable 
to recoup.  

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19. Director's Liability Limited.  

The Company's Articles of Incorporation exclude personal liability of its 
directors to the Company and its stockholders for monetary damages for 
breach of fiduciary duty except in certain specified circumstances.  
Accordingly, the Company will have a much more limited right of action 
against its directors than otherwise would be the case.  This provision 
does not affect the liability of any director under federal or applicable 
state securities laws.  

20. Dependence upon Outside Advisors.  

To supplement the business experience of its sole officer and director,
the Company may be required to employ accountants, technical experts, 
appraisers, attorneys, or other consultants or advisors.  The selection 
of any such advisors will be made by the Company's President without any
input from stockholders.  Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company.  In the event the
President of the Company considers it necessary to hire outside
advisors, he may elect to hire persons who are affiliates, if they are
able to provide the required services.

21. Leveraged Transactions.

There is a possibility that any acquisition of a business opportunity by 
the Company may be leveraged, i.e., the Company may finance the acquisition 
of the business opportunity by borrowing against the assets of the business 
opportunity to be acquired, or against the projected future revenues or
profits of the business opportunity.  This could increase the
Company's exposure to larger losses.  A business opportunity acquired
through a leveraged transaction is profitable only if it generates
enough revenues to cover the related debt and expenses.  Failure to
make payments on the debt incurred to purchase the business
opportunity could result in the loss of a portion or all of the assets
acquired.  There is no assurance that any business opportunity
acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

22.  Competition.  

The search for potentially profitable business opportunities is intensely
competitive.  The Company expects to be at a disadvantage when competing
with many firms that have substantially greater financial and management
resources and capabilities than the Company.  These competitive conditions
will exist in any industry in which the Company may become interested. 

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23. No Foreseeable Dividends.  

The Company has not paid dividends on its Common Stock and does not 
anticipate paying such dividends in the foreseeable future.

24. Loss of Control by Present Management and Stockholders. 

The Company may consider an acquisition in which the Company
would issue as consideration for the business opportunity to be
acquired an amount of the Company's authorized but unissued
Common Stock that would, upon issuance, represent the great majority
of the voting power and equity of the Company.  The result of such
an acquisition would be that the acquired company's stockholders and
management would control the Company, and the Company's
management could be replaced by persons unknown at this time. 
Such a merger would result in a greatly reduced percentage of
ownership of the Company by its current shareholders. In addition, the
Company's President and/or Vice President could sell their control 
block of stock at a premium price to the acquired company's 
stockholders.

25. No Public Market Exists.  

There is no public market for the Company's common stock, and no 
assurance can be given that a market will develop or that a shareholder 
ever will be able to liquidate his investment without considerable 
delay, if at all.  If a market should develop, the price may be highly
volatile.  Factors such as those discussed in this "Risk Factors" 
section may have a significant impact upon the market price of the 
securities offered hereby.  Owing to the low price of the securities,
many brokerage firms may not be willing to effect transactions in the
securities.  Even if a purchaser finds a broker willing to effect a 
transaction in these securities, the combination of brokerage 
commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price.  Further, many lending institutions will
not permit the use of such securities as collateral for any loans.

26. Rule 144 Sales.

All of the outstanding shares of Common Stock held by present 
stockholders are "restricted securities" within the meaning of 
Rule 144 under the Securities Act of 1933, as amended. 

As restricted shares, these shares may be resold only pursuant to an
effective registration statement or under the requirements of Rule 144
or other applicable exemptions from registration under the Act and as
required under applicable state securities laws.  Rule 144 provides in
essence that a person who has held restricted securities for a
prescribed period may, under certain conditions, sell every three

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months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock
or the average weekly trading volume during the four calendar weeks
prior to the sale.  As a result of revisions to Rule 144 which 
became effective on or about April 29, 1997, there will be no limit on
the amount of restricted securities that may be sold by a nonaffiliate
after the restricted securities have been held by the owner for a period
of two years.  A sale under Rule 144 or under any other exemption
from the Act, if available, or pursuant to subsequent registrations of
shares of Common Stock of present stockholders, may have a
depressive effect upon the price of the Common Stock in any market
that may develop.  Of the total 1,228,000 shares of common stock held
by present stockholders of the Company, 1,105,200 shares which were
issued pursuant to Rule 701, will become available for resale under Rule
144, on or about February 3, 1999, and the remaining 122,800 shares
will become available for resale starting in May, 1999.

27. Blue Sky Considerations.

Because the securities registered hereunder have not been registered for
resale under the blue sky laws of any state, the holders of such shares
and persons who desire to purchase them in any trading market that might 
develop in the future, should be aware that there may be significant state
blue-sky law restrictions upon the ability of investors to sell the 
securities and of purchasers to purchase the securities.  Some jurisdictions
may not under any circumstances allow the trading or resale of blind-pool or
"blank-check" securities.  Accordingly, investors should consider the
secondary market for the Company's securities to be a limited one.