Exhibitronix, Inc.

                           Financial Statements
                                     
                         December 31, 1996 & 1995<PAGE>
/Letterhead/              Schvaneveldt & Company
                         Certified Public Company
                     275 East South Temple, Suite 300 
                        Salt Lake City, Utah 84111
                               801-521-2392

Darrell T. Schvaneveldt, C.P.A.



                        Independent Auditors Report

Board of Directors
Exhibitronix, Inc.

     I have audited the accompanying balance sheets of Exhibitronix, Inc.,
as of  December 31, 1996 and 1995, and the related statements of
operations, stockholders' equity, and cash flows for the years ended
December 31, 1996 and 1995.  These financial statements are the
responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audit. 

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

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note #3 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at December 31, 1996.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.  Management's
plans in regard to these matters are also discussed in Note #3.  The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty. 

     In my opinion, the aforementioned financial statements present fairly,
in all material respects, the financial position of Exhibitronix, Inc., as
of  December 31, 1996 and 1995, and the results of its operations and its
cash flows for the  years ended December 31, 1996 and 1995, in conformity
with generally accepted accounting principles.



/S/ Schvaneveldt & Company
Salt Lake City, Utah 
April 28, 1997

                                    F-1<PAGE>
                            Exhibitronix, Inc.
                              Balance Sheets
                        December 31, 1996 and 1995
<TABLE>
<CAPTION>

                                                          1996        1995 
                                                     ----------  ----------
<S>                                                 <C>         <C>        
Assets

Current Assets
--------------
  Cash                                               $     -0-   $     -0- 
                                                     ----------  ----------
      Total Current Assets                           $     -0-   $     -0- 
                                                     ==========  ==========
Liabilities & Stockholders' Equity 

Current Liabilities
-------------------
  Accounts Payable                                   $     600   $     500 

Stockholders' Equity
--------------------
  Common Stock 50,000,000 Shares 
   Authorized at $.001 Par Value 
   1,028,078 Shares Issued & 
   Outstanding Retroactively Restated                    1,028       1,028 
  Paid In Capital                                      125,871     125,871 
  Retained Earnings (Deficit)                         (127,499)   (127,399)
                                                     ----------  ----------
      Total Stockholders' Equity                          (600)       (500)
                                                     ----------  ----------
      Total Liabilities & 
      Stockholders' Equity                           $     -0-   $     -0- 
                                                     ==========  ==========
</TABLE>


 The accompanying notes are an integral part of these financial statements


                                    F-2<PAGE>
                            Exhibitronix, Inc.
                         Statements of Operations
              For the Years Ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                          1996        1995 
                                                     ----------  ----------
<S>                                                 <C>         <C>
Revenues                                             $     -0-   $     -0- 
                                                     ----------  ----------
Expenses
--------
  Professional Fees                                        -0-         -0- 
  Transfer Fees                                            -0-         -0- 
  License & Tax                                            100         100 
                                                     ----------  ----------
      Total Expenses                                       100         100 
                                                     ----------  ----------
      Net Loss                                       $    (100)  $    (100)
                                                     ==========  ==========
      Loss Per Share                                      (.00)       (.00)

      Weighted Average Shares 
      Outstanding                                    1,028,078   1,028,078 

</TABLE>


 The accompanying notes are an integral part of these financial statements

                                    F-3<PAGE>
                               Exhibitronix, Inc.
                        Schedule of Stockholders' Equity
              For the Period January 1, 1995 to December 31, 1996

<TABLE>
<CAPTION>

                                     Common Stock      Paid In    Accumulated 
                                  Shares     Amount    Capital       Earnings 
                                ----------------------------------------------
<S>                              <C>          <C>       <C>         <C>         
                                                                   
Balance, January 1, 1995
Retroactively Restated             1,028,078    $ 1,028  $ 125,871   $ (127,299)

Net Loss for Year Ended
December 31, 1995                                                          (100)
                                  ----------------------------------------------
Balance, December 31, 1995         1,028,078      1,028    125,871     (127,399)

Net Loss for Year Ended
December 31, 1996                                                          (100)
                                  ----------------------------------------------
Balance, December 31, 1996         1,028,078    $ 1,028  $ 125,871   $ (127,499)
                                  ==============================================

</TABLE>


   The accompanying notes are an integral part of these financial statements

                                      F-4<PAGE>
                              Exhibitronix, Inc. 
                            Statements of Cash Flows
                 For the Years Ended December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                         1996         1995 
                                                    ----------   ----------
<S>                                                <C>          <C>        
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                          $    (100)   $    (100)
  Changes in Operating Liabilities:
   Increase (Decrease) in Accounts 
     Payable                                              100          100 
                                                    ----------   ----------
       Net Cash Used by 
       Operating Activities                               -0-          -0- 

Cash Flows from Investing Activities                      -0-          -0- 
------------------------------------

Cash Flows from Financing Activities
------------------------------------
  Sale of Common Stock                                    -0-          -0- 
                                                    ----------   ----------
       Net Cash Provided by 
       Financing Activities                               -0-          -0- 
                                                    ----------   ----------
       Increase in Cash Equivalents                       -0-          -0- 

       Cash at Beginning of Period                        -0-          -0- 
                                                    ----------   ----------
       Cash at End of Period                        $     -0-    $     -0- 
                                                    ==========   ==========
Disclosures from Operating Activities
-------------------------------------
  Interest                                          $     -0-    $     -0- 
  Taxes                                                   -0-          -0- 

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      F-5<PAGE>
                          Exhibitronix, Inc.
                    Notes to Financial Statements

NOTE #1 - Organization
----------------------

     The Company was incorporated on November 29, 1986, as Fernwood
Financial, Inc., under the laws of the state of Nevada. In 1988, the
Company merged with Mimetics, Inc., a California Corporation and
changed its name to Exhibitronix, Inc.

     The Company has three subsidiaries, the Tabery Corporation, Shows
Up, and Modular Display Systems, Inc.  The Company divested half of
Modular Display Systems, Inc., in 1991.  The Tabery Corporation filed
Chapter Seven Bankruptcy in 1991, and Shows Up, ceased existence in
1991.  In 1990-1991 the Company became insolvent and disposed of all
of its assets to satisfy its creditors.  Since 1991, the Company has
had no operations. 

NOTE #2 - Significant Accounting Policies
-----------------------------------------

(A)  The Company uses the accrual method of accounting.
(B)  Revenues and directly related expenses are recognized in the
period when the goods are shipped to the customer. 
(C)  The Company considers all short term, highly liquid investments
that are readily convertible, within three months, to known amounts as
cash equivalents.  The Company currently has no cash equivalents. 
(D)  Primary Earnings Per Share amounts are based on the weighted
average number of shares outstanding at the dates of the financial
statements.  Fully Diluted Earnings Per Shares shall be shown on stock
options and other convertible issues that may be exercised within ten
years of the financial statement dates.
(E)  Inventories:   Inventories are stated at the lower of cost,
determined by the FIFO method or market.
(F)  Consolidation Policies:    The accompanying consolidated
financial statements include the accounts of the company and its
majority - owned subsidiary. Intercompany transactions and balances
have been eliminated in consolidation.
(G)  Depreciation:   The cost of property and equipment is depreciated
over the estimated useful lives of the related assets. The cost of
leasehold improvements is depreciated (amortized) over the lesser of
the length of the related assets or the estimated lives of the assets. 
 Depreciation is computed on the straight line method for reporting
purposes and for tax purposes.
(H)  Estimates:   The preparation of the financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.  Actual
results could differ from those estimates.

NOTE #3 - Going Concern
-----------------------

     The Company currently has no operations and its only source of
operating capital is from its Officers.  The Company seeks to find a
business opportunity that can be acquired through merger or stock
purchase that will provide cash flows. 


                                 F-6<PAGE>
                          Exhibitronix, Inc.
              Notes to Financial Statements -Continued-

NOTE #4 -Income Taxes & Net Operating Loss Carryforwards for Income Tax Purposes
--------------------------------------------------------------------------------

     The Company has incurred losses that can be carried forward to
offset future earnings if conditions of the Internal Revenue Codes are
met.  These losses are as follows:

<TABLE>
<CAPTION>
                                        Year            Expiration 
                                     of Loss    Amount        Date 
                                    -------------------------------
                                    <C>      <C>       <C>         
                                        1987  $ 48,186        2002 
                                        1988    24,093        2003 
                                        1989    63,043        2004 
                                        1990       100        2005 
                                        1991       100        2006 
                                        1992       100        2007 
                                        1993       100        2008 
                                        1994       100        2009 
                                        1995       100        2010 
                                        1996       100        2011 
</TABLE>

     The Company has adopted FASB 109 to account for income taxes. 
The Company currently has no issues that create timing differences
that would mandate deferred tax expense.  Net operating losses would
create possible tax assets in future years.  Due to the uncertainty as
to the utilization  of net operating loss carryforwards an evaluation
allowance has been made to the extent of any tax benefit that net
operating losses may generate. 

<TABLE>
<CAPTION>
                                                     1996      1995      1994 
                                                 --------- --------- ---------
<S>                                             <C>       <C>       <C>       
Current Tax Asset Value of Net Operating 
  Loss Carryforwards at Current Prevailing 
  Federal Tax Rate                               $ 36,260  $ 36,220  $ 36,180 
Evaluation Allowance                              (36,260)  (36,220)  (36,180)
                                                 --------- --------- ---------
     Net Tax Assets                              $    -0-  $    -0-  $    -0- 
     Current Income Tax Expense                       -0-       -0-       -0- 
     Deferred Income Tax Benefit                      -0-       -0-       -0- 

</TABLE>

                                      F-7
<PAGE>