U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                         FORM 10-KSB

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES
             EXCHANGE ACT OF 1934 [Fee Required]
          For the fiscal year ended April 30, 2000
                             OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
      For the transition period from _______________ to
                       _______________

                 Commission File No. 0-9848

                        Initio, Inc.
       (Name of small business issuer in its charter)

                Nevada                        22-1906744
   (State or other jurisdiction of        (I.R.S. Employer
  incorporation or organization)         Identification No.)
 2500 Arrowhead Drive, Carson City, Nevada             89706
  (Address of principal executive offices)            (Zip
                            Code)

 Issuer's telephone number, including area code: (702) 883-
                            2711

 Securities registered pursuant to Section 12(b) of the Act:
                            None

 Securities registered pursuant to Section 12(g) of the Act:
                Common Shares, $.01 par value

                      (Title of Class)

  Check whether the issuer (1) filed all reports required to
be  filed by Section 13 or 15(d) of the Exchange Act of 1934
during  the preceding 12 months  (or for such shorter period
that the registrant was required to file such reports),  and
(2) has been subject to the filing requirements for the past
90 days.
             Yes X    No _____
  Check  if  there is no disclosure of delinquent filers  in
response to Item 405 of Regulation S-B in this form, and  no
disclosure  will  be contained, to the best of  registrant's
knowledge,  in  definitive proxy or information   statements
incorporated by reference in Part III of this Form 10-KSB or
any  amendment to this Form 10-KSB.  [  ]

  State  Issuer's  Net Revenues for its most  recent  fiscal
year: $1,061,115.

  State the aggregate market value of the voting stock  held
by non-affiliates of the registrant:  $7,070,742 (based upon
the  average bid and asked price of the registrant's  Common
Shares, $.01 par value, as of July 21, 2000).

  State  the  number of shares outstanding of  each  of  the
issuer's  classes  of  common  equity,  as  of  the   latest
practicable date.

Common Shares, $.01 Par Value   4,645,004
  (Title of Class)         (No. of Shares Outstanding
                              at July 21, 2000)

         DOCUMENTS INCORPORATED BY REFERENCE:  None
Transitional Small Business Disclosure Form (check one):
                         Yes___    No   X

                                  PART I

Item 1. Description of Business.

  (a) General Development of Business.
      Initio, Inc. (the "Company") was incorporated under the laws  of  the
State  of Delaware in 1968 and became a publicly-owned corporation in 1970.
Effective  as  of  February  1,  1994, the Company  changed  its  State  of
incorporation from Delaware to Nevada.  The Company's principal offices are
located  at  2500  Arrowhead  Drive, Carson  City,  Nevada  89706  and  its
telephone number is (702) 883-5469.

      Prior  to  April  30,  1999, the Company,  through  its  wholly-owned
subsidiary,  Deerskin  Trading Post, Inc. ("Deerskin  Trading  Post"),  was
engaged  in  the  mail  order retail sale of consumer products  principally
through  mail  order  catalogs,  and  to  a  lesser  extent  through  media
advertising.

RECENT DEVELOPMENTS

On July 20, 2000 the Company entered into a merger agreement with Inculab,
Inc. (a Delaware corporation).  Inculab is a company, which invests in high
tech early stage companies and is in the process of building a high tech
launch center in Manhattan, which will market space as well as professional
consulting and financial services to internet and other high tech early
stage companies.

The merger agreement provides that Initio will have a 2 for 3 reverse split
and thereafter will issue approximately 27,870,000 shares of the common
stock of Initio, Inc. so that immediately after such merger the former
shareholders of Inculab shall own approximately 90% of the issued and
outstanding shares and the other Initio, Inc. shareholders shall own 10%
thereof.  The shareholders of Initio will receive value support rights at
$7.50 per share (post-split).  The co-chief executives of Initio, Inc.,
Martin Fox and Daniel DeStefano (and/or trusts for the benefit of their
children) will sell a total of 1 million shares of common stock to
EInfinity, Inc. at $3.00 per share (pre-split).  Prior to the merger the
shares of common stock of Initio, Inc., will be recapitalized and Messieurs
Fox and DeStefano and certain of their affiliates will receive class A
shares pursuant to such reorganization, which shares will be redeemable one
year and one day after the closing, at the option of the holder, at $7.50
per share (post-split).

Sale  of  Deerskin  Trading Post Operating Assets.  On May  21,  1999,  the
Company  completed the sale of certain operating assets pertaining  to  the
direct mail and e-commerce business (the "Mail Order Business") of Deerskin
Trading  Post,  to Advanced Medical Sciences, Inc. ("AMDS").   The  assets,
which  were  sold  as  of  the close of business on  April  30,  1999  (the
"Effective Date") included:

           (i)  all inventory related to the Mail Order Business as of  the
Effective Date;
          (ii)  pre-paid advertising;
          (iii)  other prepaid expenses;
           (iv)   all  of Deerskin Trading Post's fixed assets  as  of  the
Effective  Date located in Carson City, Nevada, Teterboro, New  Jersey  and
Danvers,  Massachusetts, excluding certain assets set forth  in  the  Asset
Purchase  Agreement dated April 21, 1999 between Deerskin Trading Post  and
AMDS;
          (v)  certain accounts receivable;
           (vi) all security deposits as of the Effective Date held by  the
lessors  in  connection with the leases of the Teterboro,  New  Jersey  and
Danvers,   Massachusetts  facilities  as  well  as  all  utility   deposits
maintained by Deerskin;
           (vii)   all  agreements  material to operating  the  Mail  Order
Business;
          (viii)  customer lists;
          (ix)  separations, photographs and other material relating to the
preparation  or  printing of artwork used in the Mail  Order  Business  and
Deerskin Trading Post's e-commerce business;
           (x)   Deerskin  Trading Post's proprietary mail  order  computer
software systems;
           (xi)  all right, title and interest of Deerskin Trading Post  in
trademarks, copyrights, service marks, trade names, domain names using  the
words   "Deerskin",   "Joan  Cook"  and  variations  thereof,   and   other
intellectual   property  rights,  together,  in   each   case,   with   all
registrations, applications, recordings, reissuances, extensions, renewals,
licenses  and  rights,  if any, and all claims against  third  parties  for
violation or infringement of any thereof, together with the goodwill of the
Mail Order Business;
           (xii)   all unshipped orders from customers as of the  Effective
Date  and  credit  card numbers (and the right to collect  monies  pursuant
thereto) which customers have tendered in payment for such Unfilled Orders;
           (xiii)   Deerskin Trading Post's books of account  and  records,
licenses,   permits,  sales  and  manufacturing  data,  software  programs,
computer  printouts,  data  bases and related  items,  and  other  records,
documents  and instruments relating to the acquired assets and  all  copies
thereof.

           The purchase price received for the assets was approximately  $6
million (the "Purchase Price"). The Purchase Price was paid as follows:

           (a)   $2  million  of  the  Company's  convertible  subordinated
debenture   held   by  Pioneer  Ventures  Associates  Limited   Partnership
("Pioneer") was cancelled;
           (b)  AMDS issued to Deerskin a Convertible Debenture due June 1,
2004  in  the  principal amount of $3.4 million. The Convertible  Debenture
bears  interest at a rate of 8% per annum, payable on the last day of  each
July,  October, January and April until June 1, 2004, when the  Convertible
Debenture  is  to  be redeemed by AMDS.  The Debenture is convertible  into
shares of AMDS common stock; and
          (c)  approximately $500,000 cash.

Issuance  of  Second  Subordinated Convertible  Note  to  Pioneer  Ventures
Associates  Limited Partnership.  In December 1998 the Company pursuant  to
the  terms  of that agreement, the Company issued to Pioneer a  convertible
subordinated debenture in the principal amount of $500,000, convertible  at
$1.54  per share, with interest at 8% per annum.  These funds were used  by
the Company for certain specified purposes including Internet activities.

Sale  of  Peabody,  Massachusetts  Property.   In  May  1999,  the  Company
culminated  the sale of its Peabody plant, included in the  net  assets  of
discontinued operations, for $525,000 in cash and notes, resulting in a pre-
tax gain of $ 200,000.


(b) Narrative Description of the Business.

     The Company, via its Deerskin Trading Post subsidiary, was principally
engaged  in the mail order and e-commerce retail sale of consumer  products
through  its Deerskin and Joan Cook catalogs and to a lesser extent through
media advertising. In April, 1999, the Company entered into an agreement to
sell  materially all of the assets of its Deerskin operation. In May, 1999,
the  transaction  closed  resulting in  a  pre-tax  gain  of  approximately
$2,400,000.   Since  that  time,  the Company  has  begun  the  process  of
identifying new business opportunities.

Employees.  The Company currently has 4 full-time employees.  None  of  the
Company's  employees are covered by collective bargaining agreements.   The
Company considers its employee relations to be satisfactory.

Item 2. Description of Property.

The Company's operations are conducted in the following facilities:

Location                      Use

Carson City, Nevada           Principal Executive Offices

Teterboro, NJ                 Administrative and Executive Offices

The  Company owns an approximately 81,000 square foot building on 7.5 acres
of  leased land in Carson City, Nevada.  Annual rent for this land is $700.
The  lease  expires on September 30, 2037.  The Company is responsible  for
real estate taxes on this property.  The Company has leased the facility to
the  purchaser of the assets of the Deerskin operation.  This lease expired
on  April  30, 2000. The company leased an approximately 6,000 square  foot
facility  located  in  Teterboro,  NJ.  The  Companys  administrative  and
executive offices are now located in this facility.  This lease expires  in
August 2001.

While  the Company currently has its 81,000 square ft. fulfillment  center
in  Carson City Nevada for sale at $3.8 million dollars, the Company is  in
the process of evaluating whether this property will be withdrawn from sale
and  be  utilized  by the Company as a launch and fulfillment  center.   No
decision  has,  at this time been made, and therefore no assurance  can  be
given as to what the decision will be.  Nor can any assurance be given that
if  the  property  is  sold we will in fact receive $3.8  million  for  the
property.   Initio,  Inc.  also maintains an office  at  10  Henry  Street,
Teterboro,  NJ,  where it has a one year lease expiring in August  2001  at
$35,000 per annum and occupies approximately 6000 square feet.

The  Company considers that, in general, its physical properties  are  well
maintained,  in  good  operating condition and  adequate  for  its  present
purposes.

Item 3. Legal Proceedings.

As  of  July  21, 2000 there were no legal proceedings pending against  the
Company,  nor  to  the  Company's knowledge, were any material  proceedings
against it contemplated by any governmental authority.

Item 4. Submission of Matters to a Vote of Security Holders

During  the  fourth  quarter of the fiscal year ended April  30,  2000,  no
matters were submitted to a vote of security holders.

                                  PART II

Item 5. Market for Registrant's Common Equity and Related
    Stockholder Matters.

  (a) Market Information.  The Company's Shares are traded under the symbol
"INTO"  on Nasdaq. The following table indicates high and low bid  for  the
fiscal  years ended April 30, 2000 and 1999 in the over-the-counter  market
for  the periods indicated based upon information supplied by Nasdaq.  Such
over-the-counter  market  quotations reflect inter-dealer  prices,  without
retail  mark-up, mark-down or commission and may not necessarily  represent
actual transactions:

Fiscal Year Ended              April 30, 2000     April 30, 1999
                                   Bid:                Bid:
                               High     Low       High      Low
  First Quarter                2.156    1.281     1.75      1.0625
  Second Quarter               2.406    1.187     1.185        .75
  Third Quarter                1.4375   1.0312    4.6875       .75
  Fourth Quarter               3.1250   1.0312    1.6563    1.0313

  (b)   Number of Holders of Common Stock.  As of April 30, 2000 the number
of record holders of the Company's Shares was approximately 300, which does
not include individual participants in security position listings.

  (c)   Dividends.   The  Company has never paid a cash  dividend.   Future
dividend policy will be determined by the Board of Directors based  on  the
Company's  earnings,  financial condition, capital requirements  and  other
existing  conditions.  It is anticipated that cash dividends  will  not  be
paid to the holders of shares in the foreseeable future.

Management's Discussion and Analysis of Financial Condition and Results  of
Operations, follow on page 11.

Item 6. Financial Statements.

Financial Statements, follow on page 13.

Item 7. Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure.

During  fiscal years 2000 and 1999 there were no changes in or disagreement
with  the  Company's  principal independent  accountant  on  accounting  or
financial disclosure.

                  PART III

Item 9. Directors and Executive Officers of the Company

  The Company's Board of Directors is a classified board, with one-third of
the  directors  being  elected each year for a term of  three  years.   The
following  table  sets  forth  certain information  with  respect  to  each
director and executive officer of the Company:

Name and Age             Positions with      Term    Served As
                         the Company         Expires Director
                                                     Since

Daniel A. DeStefano, 68  Chairman of the        2003 1969
                         Board, Director

Martin Fox, 65           President, Secretary,
                         Director               2003 1978

Dr. Paul Lerman,* 59     Director               2001 1998

James J. Holzinger,* 65  Director               2001 1998

Robert Lerman,* 64       Director               2002 1998

Paul  Lerman  and  Robert Lerman are cousins and are  nominees  of  Pioneer
Venture Associates Limited Partnership.

Mr.  DeStefano  was a founder of the Company and has been Chairman  of  the
Board of the Company since 1969.

Mr.  Fox  joined the Company in 1972 and has been President of the  Company
for more than five years.

Mr.  Holzinger  is,  since 1996, retired.  From 1993  -  1996,  he  was  an
Executive  Vice  President in the commercial lending department  of  Summit
Bank.

Mr.  Lerman  became a Director in February, 1998. Since 1998, he  has  been
president and a Director of Pioneer Ventures Corp. which is the manager  of
the  general  partner  of Pioneer Ventures Associates Limited  Partnership.
Mr.  Lerman is also the President and a Director of Pioneer Partners Corp.,
the  general  partner  of  an investment partnership,  Bridge  Investors  I
Limited Partnership for more than five years.

Dr. Lerman became a Director of the Company in April, 1999.  Dr. Lerman has
been the Dean of the Samuel J. Silberman College of Business Administration
at  Fairleigh Dickinson University since 1988 and a Professor  of  Business
Administration since 1990.

Each  officer's  term  expires  at each annual  meeting  of  the  Board  of
Directors  of  the  Company,  or  when their  successors  are  elected  and
qualified to serve in their stead.

The  Company  pays  directors, other than full time  employees,  an  annual
retainer  of  $3,000 plus $500 and out-of-pocket expenses  for  each  Board
meeting attended.

  * Member of the audit committee

Item 10. Executive Compensation.

      The  following  table  sets forth the cash  compensation  (consisting
entirely  of salary) paid (or accrued for) by the Company to its  President
and  Chairman  of  the  Board.   None of the executive officer's  aggregate
remuneration exceeded $100,000, for the Company's fiscal years ended  April
30, 2000, 1999 and 1998:

SUMMARY COMPENSATION TABLE

Name and
Principal
Position                      Year Annual Compensation

Martin Fox, President         2000 $150,000
                              1999   $1,500
                              1998   $1,500

Daniel DeStefano,             2000 $150,000
Chairman of the Board         1999   $1,500
                              1998   $1,500

March  25, 1998, the Company granted 250,000 stock options each to Mr.  Fox
and  Mr.  DeStefano at an exercise price of $1.95 pursuant to the Company's
1996  Employee  Stock Option Plan.  These options are  exercisable  to  the
extent  of  60% with an additional 20% exercisable on March  25,  2001  and
March  2002  presently. Neither Mr. Fox nor Mr. DeStefano  have  any  other
outstanding stock options or stock appreciation rights.

The  Company does not have employment agreements with any of its  executive
officers.

The  Company has two stock option plans, the 1991 Stock Option Plan ( 1991
Plan  )  and the 1996 Stock Option Plan ( 1996 Plan ). Under both  Plans
options  to  buy  the  Companys common stock  have  been  granted  to  key
employees and / or directors of the Company, for terms ranging from five to
ten years and which become exercisable at fixed times.


Options,  which may result in the issuance of up to 500,000 shares  of  the
Companys common stock, may be issued pursuant to the 1996 Plan.  Under  to
the  1996 Plan the Company may award either Incentive Stock Options or  Non
Qualified  Stock Options.  The terms for either may not exceed  ten  years,
while  vesting  is  either  20 % annually or  as  the  Companys  Board  of
Directors  provides. Exercise prices approximate the market price  for  the
Companys  stock, except that in the case of award to holders of more  than
10  %  of  the  Companys stock the exercise is to be set by the  Companys
Board  of  Directors.   Arising from the disposal of  all  of  its  catalog
operations,  the  Company decided that all employees  of  Deerskin  Trading
Post,  Inc., a wholly owned subsidiary of the Company who had stock options
on  shares of Initio common stock, would be fully vested effective upon the
closing  of the transaction between Deerskin Trading Post, Inc.  and  AMDS.
All such persons had until April 30, 2000 to exercise such options.


Item 11. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners.  The following table  sets
forth,  as  of July 15, 2000, information concerning the only  persons  who
are  known by the Company to own beneficially more than five percent of the
outstanding  Shares of the Company and information concerning ownership  of
outstanding Shares by all current directors and executive officers  of  the
Company  as a group.  Except as otherwise indicated, all such persons  have
both  sole  voting  and  investment power over the Shares  shown  as  being
beneficially owned by them.

Name and Address of          Amount and Nature        Percent of
Beneficial Owner          Of Beneficial Ownership     Class

Martin Fox
2500 Arrowhead Drive
Carson City, Nevada 89706         1,388,585 (1)       29.0%

Daniel A. DeStefano
2500 Arrowhead Drive
Carson City, Nevada 89706           800,010 (2)       16.7%

DeStefano Children Trust
c/o John McConeghy
42 Sterling Lane
Wayne, New Jersey 07470             530,546 (3)       11.4%

Melvyn I. Weiss
One Pennsylvania Plaza
New York, New York 10119            248,650 (4)        5.4%

Pioneer Ventures Associates
  Limited Partnership
651 Day Hill Road
Windsor, Connecticut 06095          724,675 (5)       13.5%

Robert Lerman
651 Day Hill Road
Windsor, Connecticut 06095          740,130 (6)       13.8%

James J. Holzinger
7 Canterbury Way
Wayne, New Jersey 07470              10,000           Less than 1%

Dr. Paul Lerman
1000 River Road
Teaneck, New Jersey 07666           --                    --

All Executive Officers and
Directors as a Group (5 persons)  2,938,725 (7)       51.8%


 (1) This amount includes 101,984 Shares owned by trusts for the benefit of
Mr.  Fox's  children of which Mr. Fox is a trustee and  of  which  Mr.  Fox
disclaims  beneficial ownership.  Mr. Fox has shared voting and  investment
power  over  the  Shares owned by such trusts.  This amount  also  includes
101,796 Shares owned by the Martin Fox Retirement Trust.  This amount  does
not  include  53,433 Shares owned by a trust for the benefit  of  unrelated
persons  of  which  Mr.  Fox is a trustee and of which  Mr.  Fox  disclaims
beneficial ownership. This amount also includes 150,000 shares,  which  Mr.
Fox  has  the  right  to acquire pursuant to a currently exercisable  stock
option.

(2)  This  amount  includes 72,638 Shares owned  by  the  Daniel  DeStefano
Retirement  Trust.  This  amount also includes 150,000  shares,  which  Mr.
DeStefano  has  the  right to acquire pursuant to a  currently  exercisable
stock option.

(3)  Owned  by  the  DeStefano  Children  Trust  for  the  benefit  of  Mr.
DeStefano's  adult  children,  of  which  the  trustees  are  Messrs.  John
McConeghy and Fred DeStefano (Mr. Daniel A. DeStefano's brother).

(4)  This  amount  also includes 101,984 Shares owned  by  trusts  for  the
benefit of Mr. Fox's adult children of which Mr. Weiss is a trustee and  of
which  Mr.  Weiss  disclaims beneficial ownership.  Mr.  Weiss  has  shared
voting and investment power over the Shares owned by such trusts.

(5)  Pioneer  Ventures Associates Limited Partnership is  the  owner  of  a
$1,000,000 convertible subordinated debenture which is convertible  into  a
maximum  of  400,000 shares of the Company's common stock  and  a  $500,000
convertible subordinated debenture which is convertible into a  maximum  of
324,675 shares of the Company's common stock.

(6)  This  amount  includes (i) 400,000 shares which  may  be  acquired  by
Pioneer  Ventures  Associates Limited Partnership upon  conversion  of  the
Convertible  Subordinated Debenture due May 1, 2003,  (ii)  324,675  shares
which  may  be acquired by Pioneer Ventures Associates Limited  Partnership
upon conversion of the Convertible Subordinated Debenture due December  23,
2003,  (iii) 4,400 shares held by Robert and Ellen Lerman, (iv)  1,960  and
3,500  shares  held by Texas  Enterprises, Inc. and Pioneer Capital  Corp.,
respectively, of which Mr. Lerman is the owner of 50% of the issued  shares
of  such corporations, (v) 5,495  shares held by the Robert A. Lerman Money
Pension  Plan & Trust, and (vi) 100 shares held by Ellen Lerman, his  wife.
See "Certain Relationships and Related Transactions."

(7)  See  footnotes  (1), (2) and (6) above.  This amount  includes  10,000
shares owned by Mr. Holzinger.

Item 12. Certain Relationships and Related Transactions

On  February  25,  1998, the Company entered into the Debenture  Commitment
Agreement  with  Pioneer Ventures Associates Limited Partnership  ("PVALP")
pursuant to which PVALP has agreed to make certain loans to the Company  to
be  repaid  by  the  Company in accordance with the  terms  of  convertible
subordinated   debentures  (the  "Debentures").   PVALP  initially   loaned
$3,000,000  to  the  Company and the Company issued the First  Subordinated
Debenture  due May 1, 2003 (the "First Debenture").  In May 1999  this  was
reduced to 1,000,000 and is presently convertible at $2.50 per share.

The  terms of the First Debenture include the condition that the  principal
stockholders of the Company (the "Principal Stockholders"), which   include
Mr. DeStefano and Mr. Fox, enter into the Voting Agreement.

The  Voting  Agreement  provides  that so  long  as  there  is  any  unpaid
principal amount or interest outstanding under the Debentures or so long as
the  conversion  shares are held by PVALP, the Principal Stockholders  will
vote  all of their Common Stock for the election of PVALP's designee  as  a
director  of the Company.  Mr. Robert Lerman, a director of the Company  is
PVALP's  nominee, and the President of Pioneer Ventures Corp., the managing
member  of  the general partner of PVALP.  In addition, in the event  of  a
default   under   the   Debenture  Commitment  Agreement,   the   Principal
Shareholders  agree  to  elect that number of  nominees  to  the  Board  of
directors  designated  by PVALP such that the Board  of  Directors  becomes
comprised  of  a majority of nominees of PVALP.  The Principal Shareholders
also  agree to vote in favor of the PVALP nominees so long as any  interest
or principal remains unpaid.

The  Voting Agreement also provides that the Principal Shareholders may not
transfer  any  Common Stock to any affiliate without PVALP's prior  written
consent.  "Affiliate" is defined in the Voting Agreement as (a) any spouse,
parent,  parent-in-law,  grandparent,  grandchild,  sibling,  uncle,  aunt,
niece, nephew or first cousin of the transferor or (b) any person which the
transferor directly or indirectly controls or (c) any transfer to a  person
if  the  transferor remains a beneficial owner, as that  term  is  used  in
Section 13 (d) of the Securities Exchange Act of 1934, as amended,  of  the
transferred  shares.

On  December  23, 1998, the Company pursuant to the terms of the  debenture
Commitment  Agreement, the Company issued to Pioneer the Second Convertible
Subordinated  Debenture due December 23, 2003, in the principal  amount  of
$500,000,  convertible at $1.54 per share, with interest at 8%  per  annum.
These  funds  were  used  by  the Company for  certain  specified  purposes
including Internet activities.


Item 13. Exhibits and Reports on Form 8-K.

(a) Exhibits.  See Index of Exhibits annexed hereto.

   (b) Reports on Form 8-K

The  Company  did  not  file any Current Reports on  Form  8-K  during  the
quarterly period ended April 30, 2000.


                                SIGNATURES


  Pursuant  to  the requirements of Section 13 or 15(d) of  the  Securities
Exchange  Act  of 1934, the Registrant has duly caused this  report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.

Date:  July 28, 2000     INITIO, INC.


                   /s/ Martin Fox
                   By: Martin Fox, President


Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
report  has  been signed below by the following persons on  behalf  of  the
Registrant and in the capacities and on the dates indicated.


Date:  July 28, 2000     /s/ Martin Fox
                   Martin Fox,
                   President and Director


Date:  July 28, 2000     /s/ Daniel DeStefano
                   Daniel DeStefano,
                   Chairman of the Board
                   and Director


Date:  July 28, 2000     /s/ Paul Lerman
                   Dr. Paul Lerman,
                   Director


Date:  July 28, 2000     /s/ Robert A. Lerman
                   Robert A. Lerman,
                   Director


Date: July 28, 2000 /s/ James J. Holzinger
                   James J. Holzinger,
                   Director

               INDEX OF EXHIBITS


(3)  (a)  Articles  of  Incorporation of the  Company  --  incorporated  by
reference to Exhibit 3(a) to the Companys Registration Statement  on  Form
SB-2 (File No. 33-57750) filed on February 1, 1993 (the SB-2).

 (b) By-Laws of the Company -- incorporated by reference to Exhibit 3(b) to
the SB-2.

  (c)  Certificate  of  Ownership and Merger of Initio,  Inc.,  a  Delaware
corporation  and  Initio,  Inc., a Nevada corporation  (the  "Company")  --
incorporated by reference to Exhibit 2(e) to the SB-2.

(10)  (a)  1991  Stock Option Plan, adopted by the Board  of  Directors  on
November  8,  1991  and  by  the  shareholders  on  December  20,  1991  --
incorporated   by  reference to Exhibit 10(a) to the  SB-2  (This  document
represents a  compensatory plan).

  (b)  Lease of Land under the Company's premises at 2500 Arrowhead  Drive,
Carson City, Nevada -- incorporated by reference to Exhibit No. (20)(b)  to
the Company's Annual Report on Form 10-K for the fiscal year ended February
6, 1981.

 (c) 1996 Stock Option Plan

  (d) Debenture Commitment Agreement, dated as of February 25, 1998, by and
between  the  Company and PVALP incorporated by reference to  Schedule  13D
dated February 25, 1998 filed by Martin Fox.

  (e)  Convertible Subordinated Debenture due May 1, 2003  incorporated  by
reference to Schedule 13D dated February 25, 1998 filed by Martin Fox

  (f) Voting Agreement, dated as of February 25, 1998, by and between PVALP
and  the  Principal Stockholders incorporated by reference to Schedule  13D
dated February 25, 1998 filed by Martin Fox.

  (g) Convertible Subordinated Debenture due December 23, 2003 incorporated
by reference to Schedule 13D dated December 23, 1998 filed by Martin Fox.

   (h)  Asset  Purchase  Agreement  between  Deerskin  Trading  Post,  Inc.
("Deerskin") and Advanced Medical Sciences, Inc. ("AMDS") dated  April  21,
1999  incorporated  by reference to Exhibit 10.1 to the  Company's  Current
Report on Form 8-K filed June 3, 1999.

  (i)  Convertible Debenture due June 1, 2004 incorporated by reference  to
Exhibit  10.2  to the Company's Current Report on Form 8-K  filed  June  3,
1999.

  (j)  Security  Agreement between Deerskin and AMDS, dated  May  21,  1999
incorporated  by reference to Exhibit 10.3 to the Company's Current  Report
on Form 8-K filed June 3, 1999.

 (k) Agreement and Plan of Merger and Reorganization dated July 20, 2000 by
and among Initio, Inc., Saturn Acquisition Corp., Inculab, Inc. and Certain
Shareholders.

(21)   List of Subsidiaries -- incorporated by reference to Exhibit  21  to
the SB-2.



                 Initio, Inc.

Managements Discussion and Analysis of Financial Condition and the Results
of Operations

The following discussion and analysis provides information which management
believes  is  relevant to an assessment and understanding of the  Companys
results  of  operations and financial condition. The discussion  should  be
read  in  conjunction  with the Companys Financial  Statements  and  Notes
thereto.

Managements discussion and analysis contains forward looking  statements
about the Companys future prospects. These statements are subject to risks
and  uncertainties, which could cause actual results to  differ  materially
from  those expected by Management. Readers are therefore cautioned not  to
rely  upon  on  any  such forward-looking beliefs or  judgments  in  making
investment decisions.

Results of Operation
Following several years of reduced revenues and significant operating
losses, the Company decided to dispose of all of its catalog operations.

Revenues in fiscal 2000 increased to $1,061,115 compared to $373,801 for
fiscal 1999.  This was principally due to an increase in interest received
as well as rental income of $336,000, which we received for the lease of
the Nevada Property.

Administrative expenses increased from $236,608 in fiscal 1999 to $676,812
in fiscal 2000, this was principally due to an increase in compensation to
the co-chief executive officers of $300,000 in fiscal 2000.  Interest
expense increased from $92,400 in fiscal 1999, to $234,543 in fiscal 2000,
principally due to interest paid on the $1,500,000 subordinated debenture,
which in the prior year was reported as part of discontinued operations.
The current fiscal year ending April 2000 reflects a gain on sales of the
discontinued operation (net of income taxes of $489,238) of $1,841,000.

As a result of the foregoing the year ended April 30, 2000 the Company
showed a net income of $2,814,360 compared to a net income for the year
ended April 30, 1999 of $99,229.


Liquidity and Financial Resources
In  May,  1999,  when  the Deerskin sale was consummated  and  the  Company
received  approximately  $  552,000 in  cash,  a  $  3,400,000  convertible
debenture  of  the  purchaser and was released  from  $  2,000,000  of  its
subordinated debentures.

In  February  1998, and December 1998, the Company had issued  $  3,000,000
(reduced  to $1,000,000 in May 2000) and $ 500,000, respectively, principal
amount  of  its  five year, 8% debenture, permitting the repayment  of  all
short term bank financing and funding working capital.

At  April  30th,  2000,  the Companys cash balances  were  $  550,025  and
marketable securities, valued at current market prices were approximately $
2,938,232.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of Initio, Inc.:

We  have  audited the accompanying consolidated balance sheets  of  Initio,
Inc. (a Nevada corporation) and subsidiaries as of April 30, 2000 and 1999,
and  the  related  consolidated statements of operations and  comprehensive
loss,  stockholders' equity and cash flows for the years then ended.  These
financial  statements  are the responsibility of the Company's  management.
Our  responsibility is to express an opinion on these financial  statements
based on our audits.

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

In  our opinion, the financial statements referred to above present fairly,
in  all  material  respects, the financial position  of  Initio,  Inc.  and
subsidiary  as  of  April  30, 2000 and 1999,  and  the  results  of  their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.





July 20, 2000



Arthur Andersen LLP
New York, New York

                               Initio, Inc.
        Consolidated Statement of Operations and Comprehensive Loss
                            For the Year Ended

                                  April 30, 2000           April 30, 1999


Income
  Interest                           $   396,750             $   94,708
  Gain on the sale of
    marketable securities                280,309                279,093
    Rental Income                        336,000
    Other                                 48,056                _______
                                       1,061,115                373,801

Expense
  General and Administrative             676,812                236,608
  Interest                               234,543                 92,400
                                         911,355                329,008

Income from continuing operations        149,760                 44,793

Tax benefit, net                         823,300

Income from continuing operations        973,060                 44,793

Income from discontinued
  operations, net of income tax benefit                          54,436

Gain on sale of discontinued operations
Net of income taxes of                  $489,238              1,841,300
Net income (loss)                      2,814,360                 99,229

Other comprehensive income
  Unrealized gains (losses) on
  Marketable securities
    Arising during the period             58,564                (43,178)
  Reclassification of gains realized     (56,567)              (355,943)
                                           1,997               (399,121)
  Comprehensive Income (Loss) $        2,816,357             $ (299,892)


Earnings per common share
      Basic
      Continuing operations              $0.21                   $0.01
      Income (loss) from discontinued
        operations                       $0.40                   $0.01
        Net income (loss)                $0.61                   $0.02
      Diluted
      Continuing operations              $0.20                   $0.01
      Income from discontinued
        operations                       $0.37                   $0.01
        Net income                       $0.57                   $0.02

Weighted Average Shares
      Basic                           4,640,783               4,462,682
      Diluted                         4,965,834               4,462.682

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

                               Initio, Inc.
                              Consolidated Balance Sheets
                                   As at

                                      April 30, 2000     April 30, 1999

Assets

  Cash                                     $ 550,025         $1,182,993
  Marketable Securities                    2,938,282          1,208,061
  Net assets of discontinued operations                       3,809,844
  Deferred tax asset                       1,261,762            884,000
  Building and improvements, net           1,493,120          1,506,452
  Vehicles and equipment, net                 24,155
  Convertible debenture                    3,000,000
  Other assets                               471,312            200,919
    Total assets                          $9,738,656         $8,792,269


Liabilities and Stockholders' Equity

  Liabilities
 Accounts Payable and Accrued expenses       109,286             40,777
  Income taxes payable                        45,000
  Mortgage payable                           825,577            873,774
  Other liabilities                           28,000
  Subordinated convertible debenture       1,500,000          3,500,000
     Total liabilities                     2,507,863          4,414,551

  Commitments (notes 7 & 10)

  Stockholders' Equity
  Common stock, $.01 par value, Authorized
  10,000,000 shares, 5,0525,575 issued and
  4,645,004 outstanding shares, 5,065,406
  issued and 4,636,008 outstanding shares
  respectively                                50,526             50,654
  Additional paid in capital               8,652,670          8,616,042
  Accumulated deficit                     (1,011,948)        (3,826,308)
  Accumulated comprehensive income           117,282            115,285
                                           7,808,530          4,955,673

  Less; Treasury stock, 407,571 and 429,398
    Common shares respectively              (577,737)          (577,955)
      Total stockholders' equity           7,230,793          4,377,718
      Total liabilities and
        stockholders' equity              $9,738,656         $8,792,269


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


                     Initio, Inc.
          Consolidated Statement of Stockholders' Equity
                                                            Accumulated
           Issued    Common Paid In   Accumulated Treasury  Comprehensive
           Shares    Stock  Capital   Deficit     Stock     Income
Balance                                                               Total
May 1,1998 5,271,935 52,719 8,876,678 (3,925,537) (577,955) 514,406   4,940,311

Repurchase &
retirement
of 206,529
shares      (206,529)(2,065) (260,636)                                 (262,701)

Net other
comprehensive loss                                          (399,121)  (399,121)

Net income                                99,229                         99,299


     ___________________________________________________________________________


Balance April 30, 1999
          5,065,406   50,654 8,616,042 (3,826,308) (577,955)  115,285  4,377,718


Cancellation of shares
by   employee   to  repay  loan
            (11,167)    (112)  (25,438)                                 (25,550)

Purchase and retirement
of   5,000   shares
             (5,000)     (50)   (5,126)                                  (5,176)

Exercise of employee
stock options for 51,915
shares
              25,163     252    67,192                                   67,444

Retirement of 21,827
treasury shares
             (21,827)   (218)                           218

Other comprehensive
Income                                                        1,997       1,997

Net   income                             2,814,360                    2,814,360

    ___________________________________________________________________________

Balance April 30, 2000
           5,052,575 50,526 8,652,670 (1,011,948) (577,737) 117,282   7,230,793


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

                     Initio, Inc.
             Consolidated Statement of Cash Flows
                    For the Year Ended


                                     April 30, 2000      April 30, 1999

Cash flows from Operating Activities;

  Net Income                             $2,814,360            $ 99,229
  Adjustments to reconcile net income
  to net cash used in continuing
  operations:                            (2,330,538)
  Gain on sale of discontinued operations  (280,309)           (279,093)
  Depreciation and amortization              67,434             129,912
  Stock option compensation                  47,319
  Tax benefit, net                         (377,762)
  Net increase in assets of
   discontinued operations                 (340,026)
  Net increase in other assets              (29,607)
  Net increase in other liabilities         141,509
Net cash used in continuing operations     (287,620)            (49,952)
Net cash used in discontinued operations                     (1,228,443)
                                       ____________         ____________
Net cash used in
  operating activities                     (287,620)         (1,278,395)

Cash flows from Investing Activities

  Proceeds from sales of discontinued
   operations                               552,328                  -
  Proceeds from sale of Peabody
   facility                                 253,080                  -
  Purchases of property and equipment       (78,257)             159,754
  Proceeds from collection of
    convertible debenture                   400,000                  -
  Net proceeds from Sales/(purchases)
   of marketable securities              (1,447,915)            (145,326)
  Proceeds from collection of
   mortgage receivable                        8,664
     Net cash (used in) provided by
      Investing activities                 (312,100)              14,428


Cash flows from Financing Activities

  Mortgage repayment                        (48,197)             (40,331)
  Debenture proceeds                                             500,000
  Net proceeds from issuance of
  common stock                               20,125
  Common stock repurchase                                       (262,701)
  Treasury stock repurchased and
   retired                                   (5,176)
    Net cash (used in) provided by
     financing activities                   (33,248)             196,968

  Net decrease in cash                     (632,968)          (1,066,999)
  Cash at beginning of period             1,182,993            2,249,992
  Cash at end of year                    $  550,025           $1,182,993


                                           April 30, 2000      April 30, 1999
Supplemental disclosures:

  Cash paid during the period for interest   $    206,653             $92,400

Non-Cash Investing and Financing Activities

  Non-cash proceeds received in exchange for
    Assets of discontinued operations:      $   3,400,000                  -
    Receipt of Convertible Debenture        $   2,000,000                  -
    Repayment of Subordinated
    Convertible Debenture                   $     275,000                  -
    Receipt of mortgage receivable          $      68,584           $ (43,178)



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

     Initio, Inc.
Notes to the Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Business
In past years Initio, Inc., (the Company or Initio), through its wholly
owned  subsidiary,  Initio  Acquisition  Corp.  (formerly  called  Deerskin
Trading Post, Inc. Deerskin), primarily marketed leather goods by way  of
the  Deerskin  catalog  and gifts and housewares  through  its  Joan  Cook
catalog.

In April 1999, the Company entered into an agreement to sell materially all
of  the  assets of its Deerskin operation. Since May, 1999, when the  asset
sale  was culminated, the Company has begun the process of identifying  new
business opportunities.

Basis of Presentation
The  consolidated financial statements include the accounts of the  Company
and Deerskin. All material intercompany items have been eliminated.

Use of Estimates
The  preparation  of  financial  statements in  conformity  with  generally
accepted  accounting principles requires management to make  estimates  and
assumptions  that affect the reported balances in the financial statements.
Actual results could differ from managements best estimates.

Reclassifications

Certain   items  in  the  prior  years  financial  statements  have   been
reclassified to conform to the fiscal 2000 presentation.

Marketable Securities
The  Company  has classified all of its marketable securities as  available
for  sale.  These securities are presented at their estimated  fair  market
value,  which  has  been  determined based  upon  security  market  quotes.
Realized gains and losses, calculated based upon specific identification of
shares  sold,  are  included in the determination  of  Net  Income  (Loss).
Unrealized  gains  and  losses  are  included  as  a  component  of   Other
Comprehensive Income (Loss).


Fair Value of Financial Instruments
The  carrying amounts reported in the consolidated balance sheets for cash,
accounts payable and accrued expenses approximate their fair value  due  to
their  short-term  maturities.  The amounts presented for  the  convertible
debenture, mortgage payable and the subordinated convertible debenture also
approximate fair value.

Fixed Assets

Fixed  assets  are  stated  at  cost net of  accumulated  depreciation  and
amortization.   Depreciation and amortization is computed by the  straight-
line method over the estimated useful life of the assets.



Long-Lived Assets
The  Companys  policy is to record long-lived assets at  cost,  amortizing
these  costs  over the expected useful lives of the related  assets.  Long-
lived  assets  are reviewed on a quarterly and annual basis for  impairment
whenever  events  or changes in circumstances indicate  that  the  carrying
amounts  of  the  assets may not be reasonable. Assets  are  evaluated  for
continuing  value and proper useful lives by comparison to expected  future
cash  flows.  Impairments  if  any,  are  recognized  in  the  consolidated
statements  of  operations and comprehensive income (loss)  in  the  period
identified.

Stock Based Compensation
The  Company  continues  to account for its stock  based  compensation  of
employees,  using the intrinsic value approach, described in  APB  No.  25.
The  impact on net income and income per share if the fair value method  of
accounting  for stock based compensation had been adopted would  have  been
negligible. Additional pro forma disclosures as required under Statement of
Financial  Accounting Standards (SFAS) No. 123, Accounting for  Stock-Based
Compensation,  are  presented within these Notes to Consolidated  Financial
Statements.

Earnings Per Common Share
Basic  Earnings  per Common Share, as well as Diluted Earnings  Per  Common
Share  has been computed based upon the weighted average number of actually
outstanding shares of the Companys common stock.  A reconciliation between
the  numerators and denominators of the basic and dilutive EPS computations
for net income is as follows:





                 Year ended April 30, 2000          Year ended April 30, 1999
                 -------------------------------------------------------------

                Income      Shares    Per Share  Income     Shares     Per Share
               (Numerator)(Denominator)Amounts  (Numerator)(Denominator)Amounts
Income from continuing
operations      $ 973,060                          $44,793

Income from discontinued
operations  net of income
tax (benefit)   1,841,300                           54,436
              -----------                    -------------
BASIC EPS
Net income from continuing
operations attributable to
common stock      937,060  4,640,783  $0.21      44,793     4,462,682    $0.01

Net income from
discontinued operations,
net of income tax
(benefit) attributable
to common stock 1,841,300  4,640,783  $0.40      54,436     4,462,682    $0.01

EFFECT OF DILUTIVE
SECURITIES
Stock Options                    375                              200
Subordinated Convertible
 Debentures                  324,675



                 Year ended April 30, 2000          Year ended April 30, 1999
                 -------------------------------------------------------------

                Income      Shares    Per Share  Income     Shares     Per Share
               (Numerator)(Denominator)Amounts  (Numerator)(Denominator)Amounts

DILUTIVE EPS
Net income from continuing
operations attributable to
common stock      973,060  4,965,834              $54,436    4,462,882    $0.01
Interest on Subordinated
Convertible   Debentures
                   40,000          -               -

Net income fromcontinuing
operations attributable to
common stock and assumed
option exercises1,013,060  4,965,834    $0.11     $54,436    4,462,882    $0.01
                =========  ==========  ======      ======    =========    =====

Net income (loss) from
discontinued operations,
net of income tax
attributable to common stock and assumed
option exercises1,841,300  4,965,834    $0.11     $54,436    4,462,882    $0.01
                =========  ==========  ======    ========    =========    =====

Options to purchase 500,000 and 591,242 shares of common stock out of the
total number of options outstanding as of April 30, 2000 and April 30,
1999, respectively, were not included in the computation of diluted EPS
because of their anti-dilutive effect.  The conversion of subordinated
convertible debentures to 400,000 and 1,324,675 common shares as of April
30, 2000 and April 30, 1999, respectively, were not included in the
computation of diluted EPS because of their anti-dilutive effect.

Income Taxes
Income  taxes  have been provided using the liability method. Deferred  tax
assets  and  liabilities  are determined based on differences  between  the
financial  reporting  and  tax  basis of assets  and  liabilities  and  are
measured by applying estimated tax rates and laws to taxable years in which
such differences are expected to reverse.

Recently Issued Accounting Standards
In September 1998, the Financial Accounting Standards Board (FASB) issued
SFAS   No.   133,  Accounting  for  Derivative  Instruments  and   Hedging
Activities.  The statement established accounting and reporting  standards
requiring that every derivative instrument be recorded in the balance sheet
at  fair  value.   The statement requires that changes in the  derivatives
fair  value  be  recognized  in earnings unless specific  hedge  accounting
criteria  are  met.   Special  accounting for qualifying  hedges  allows  a
derivatives gains and losses to offset related results on the hedged  item
in  the  income  statement.   The  Company does  not  currently  engage  in
derivatives  activity and does not expect the adoption of this standard  to
have  a material effect on the Companys results of operations or financial
position.

In  July  1999, the FASB approved SFAS No. 137, Accounting for  Derivative
Instruments and Hedging Activities-Deferral of the Effective Date  of  FASB
Statement  No.  133,  which amends SFAS No. 133 to be  effective  for  all
fiscal quarters of all fiscal years beginning after June 15, 2000.





2. Discontinued Operations
In  April, 1999, the Company entered into an agreement with Advance Medical
Sciences, Inc. (AMDS) for the sale of materially all of the assets of its
Deerskin  operations,  which  at  April 30,  1999  were  categorized  as  a
discontinued  operation.  In  May 1999, when the  transaction  closed,  the
Company  received approximately $552,000 in cash, a $3,400,000  convertible
debenture of the purchaser and was released from $2,000,000 payment of  its
subordinated convertible debenture, resulting in a gain before income taxes
of  approximately $ 2,124,000.  In May 1999, the Company sold its  Peabody,
Massachusetts plant for $550,000, resulting in a gain before  income  taxes
of  approximately $206,000. The Company received $275,000 in cash and a 15-
year  note  for  $275,000, bearing interest at 8 %  per  annum.  The  note
provides for monthly installments of principal and interest of $2,708.  The
operating results of the discontinued operation were:

                                Year Ended
                             April 30, 1999
                       --------------------
Revenues                         $9,682,000
Net income (loss)                    54,436
Current assets                    2,787,278
Total assets                      4,327,950
Current liabilities                 351,106
Net assets                        3,946,844

3.  Fixed Assets
Fixed  assets are recorded at cost and depreciated, using the straight-line
method  over their estimated useful lives, which generally approximates  40
years  for buildings. Leasehold improvements are amortized over the  lesser
of their useful lives or the remaining lease terms.

                                                     2000         1999
                                                   ------       ------
Building and improvements                       $2,075,244  $2,052,925
Less, accumulated depreciation and amortization    582,124     546,473
                                              ------------   -----------
                                                $1,493,120  $1,506,452
                                              ============   ===========

Vehicles and equipment                              55,938
Less accumulated depreciation                       31,783
                                             -------------   -----------
Property and equipment, net                        $24,155
                                              ============   ===========

4.  Convertible Debenture

The  $3,400,000 convertible debenture received in connection with the  sale
of the assets of the Deerskin operations bears interest at a rate of 8% per
annum  on the last day of each July, October, January and April until  June
1,  2004,  when the convertible debenture is to be redeemed by  AMDS.  This
debenture is secured by the intangibles sold by the Company to AMDS and has
a  convertible feature which allows for the conversion into shares of  AMDS
common  stock. The terms of the conversion called for in the debenture  was
$5.50  per  share  (after  giving effect to the 1  for  30  exchanges).  In
December  1999  AMDS repaid $400,000 principal amount of the debenture  and
the conversion price was adjusted to $6.00 per share.


5. Income Taxes

The provision for income taxes consist of the following:


                                        For the Years Ended April 30,


                                        2000                     1999

Current Taxes Federal           $     44,000                       -
Total Current Taxes             $     44,000                       -

Deferred Taxes-Federal         ($    867,000)                      -
Total Deferred Taxes           ($    867,000)                      -


Tax benefit, net              ($     823,000)                      -

Deferred tax assets are comprised of the following:

                                   For the Years Ended April 30,
                         2000                     1999           Change

Net   Operating  Losses     $  1,262,000      $  1,751,000     ($489,000)
Allowance                                         (867,000)      867,000

Deferred  tax  assets       $  1,262,000     $     884,000      $378,000

At  April 30, 2000 the Company had Federal net operating loss carryforwards
of  approximately $ 3,532,000.  Such losses can be utilized against  future
taxable  income and expire primarily between 2004 and 2019.  Under  section
382  of  the  Internal Revenue Code, these losses may  be  limited  due  to
ownership changes.

6. Mortgage
In 1995, the Company borrowed $ 1,000,000, of which approximately $ 826,000
was  outstanding at April 30th, 2000. The loan is secured by the  Companys
Carson  City  property, payable in monthly installments, bears interest  at
the rate of 9  %, subject to adjustment in the future, and is due in 2010.
Principal payments approximate $40,000 per annum with a balloon payment  in
the final year.

7. Subordinated Convertible Debenture
In  February  1998, the Company issued $ 3,000,0000 principal amount  of  a
five year, 8 %, debenture, which was convertible, at $ 3.00 per share, into
the  Companys  common  stock. In December 1998, the  Company  issued  a  $
500,000  principal  amount  debenture,  convertible  at  $  1.54  into  the
Companys  common  stock. The conversion feature of  these  debentures  was
greater  than  the  market value at issuance. The $3,000,000  and  $500,000
debentures  mature on May 1, 2003 and December 23, 2003 respectively,  with
all  unpaid principal and interest due.  The Company has a commitment  from
the  same  debt  holder  for  an additional $  1,500,000  to  be  used  for
acquisitions. The conversion price of future borrowings is contingent  upon
the  future market price of the Companys common stock. Two representatives
of  the  debenture  holder  have been elected to  the  Companys  Board  of
Directors. The costs of this debt issuance have been deferred and are being
amortized over the term of the debenture, using the effective interest rate
method.  When the transaction described in Note 2 closed in May  1999,  the
Company  repaid  $2,000,000 of the $3,000,000 debenture and the  conversion
price was changed to $ 2.50 per share.


8. Stockholders Equity
Stock Option Plans
The  Company has two stock option plans, the 1991 Stock Option Plan  (1991
Plan)  and  the  1996 Stock Option Plan (1996 Plan).  Under  both  Plans
options  to  buy  the  Companys common stock  have  been  granted  to  key
employees and/or directors of the Company, for terms ranging from  five  to
ten years and which become exercisable at fixed times.

Options,  which may result in the issuance of up to 500,000 shares  of  the
Companys common stock, may be issued pursuant to the 1996 Plan. Under  the
1996  Plan  the  Company may award either Incentive Stock  Options  or  Non
Qualified  Stock Options.  The terms for either may not exceed  ten  years,
while  vesting  is  either  20 % annually or  as  the  Companys  Board  of
Directors  provides. Exercise prices approximate the market price  for  the
Companys  stock, except that in the case of award to holders of more  than
10  %  of  the  Companys stock the exercise is to be set by the  Companys
Board  of  Directors. Arising from the disposal of its catalog  operations,
the  Company decided that all employees of Deerskin, who had stock  options
on  shares of Initio common stock and did not continue in the employ of the
Company shall be fully vested effective upon the closing of the transaction
between  Deerskin and AMDS. All such persons had one year  from  April  30,
1999  to  exercise  such  options.  As of April 30,  2000  all  unexercised
options for these former employees expired.  Activity for the Plans  is  as
follows for the years ended;


                                 Year Ended             Year Ended
                                 April  30th,  2000     April  30th, 1999
                                 Options  Average Price Options Average Price
Outstanding at beginning of year 591,442      $1.93     646,942     $1.92
Granted                           10,000       1.25       1,000      1.00
 Exercised                       (51,915)      1.79             -
   Expired                        38,527)      1.83     (56,500)     1.81
                              -----------   -------     -------- --------
Outstanding at end of year       511,000       1.94      591,442     1.93
                                ========       ====      =======     ====

                            Options Outstanding
                            At April 30th, 2000

Exercise Price      options   expires in     exercisable
------------------- --------- -------------- ---------------
     1.00               1,000    2009              200
     1.25              10,000    2010              -
     1.95             500,000    2008          300,000
                      511,000                  300,200
                     ========                 ========

As  a  result of the 1991 and 1996 Plans, had the Company adopted the  full
value  approach  to  accounting for employee stock options,  the  Companys
results of operations would have been for the years ended:

                              April 30, 2000      April 30, 1999
                              ------------------  -----------------
Net income (loss)As reported         $ 2,814,360            $99,229
                 Pro forma             2,787,599          ($131,771)
Income(Loss) Per Share:
Basic:           As reported               $.61              $.02
                 Pro forma                 $.60             $(.03)
Diluted          As reported               $.57              $.02

                Pro forma                  $.56             $(.03)
The  foregoing disclosures has been computed using the Black Sholes  option
pricing model with the following weighted average assumptions:



                                   2000           1999
                                   -------        -------
Risk free Interest Rate              5.63%          5.63%
Expected Lives                     4 year          4 year
Expected Volatility                    50%            50%
Expected Dividend Yield                 0%             0%


9. Related Party Transactions
In  1999, the Chairman and President of the Company waived all but  nominal
current cash compensation, though they continued to receive fringe benefits
such  as  participation  in  the  Company health  plans.  For  2000,  these
individuals each received $150,000 of compensation.

10. Lease Agreements
In accordance with the executed Asset Purchase Agreement, AMDS entered into
a  lease agreement with the Company for the entire building and parking lot
at  2500  Arrowhead  Drive,  Carson  City,  Nevada.  This  lease  agreement
terminated  on April 30, 2000.  Rental income under this lease amounted  to
$336,000 in 2000.
The  Company  has future minimum rental payments of $25,200  (approximately
$700  per  annum) under a ground lease that expires in 2037 on  its  Nevada
facility.

The  Company entered into a one year lease agreement for its administrative
office  which  begins  in August, 2000 and provides for  an  annual  rental
expense of $35,000.

11. Subsequent Event
On July 20, 2000 the Company entered into a merger agreement
with Inculab, Inc. (a Delaware corporation).  Inculab is a
company, which invests in high tech early stage companies
and is in the process of building a high tech launch center
in Manhattan, which will market space as well as
professional consulting and financial services to internet
and other high tech early stage companies.

The  merger agreement provides that Initio will have a 2 for
3  reverse  split  and  thereafter will issue  approximately
27,870,000  shares of the common stock of  Initio,  Inc.  so
that  immediately after such merger the former  shareholders
of  Inculab  shall own approximately 90% of the  issued  and
outstanding  shares and the other Initio, Inc.  shareholders
shall own 10% thereof.






                         Exhibit 27

This  schedule  contains summary information extracted from  the  Companys
audited  financial statements and is qualified in its entirety by reference
to such financial statements.

Period                        12 months           12 months
Fiscal Year End           April 30, 2000      April 30, 1999
Period End                April 30, 2000      April 30, 1999
Cash                           $ 550,025          $1,182,993
Securities                     2,938,282           1,208,061
Receivables                           -                 -
Allowances                            -                 -
Inventory                             -                 -
Current Assets                  n/a                 n/a
Property, Plant and Equipment  2,131,182           2,052,925
Accumulated Depreciation         613,907             546,473
Total Assets                   9,738,656           8,792,269
Current Liabilities               n/a               n/a
Bonds                          1,500,000           3,500,000
Preferred                             -                  -
Common                            50,526              50,654
Other Stockholders Equity      7,180,267           4,327,064
Total Liabilities & Stockholder9,738,656           8,792,269
Income                         1,061,115             378,801
Cost of Goods Sold                 -                     -
Other Expenses                   676,812             236,608
Interest Expense                 234,543              92,400
Net Income                     2,814,360              99,229
Basic Earnings Per Share             .60                 .02
Diluted Earnings Per Share           .57                 .02


                            BY-LAWS               Exhibit 1.4(b)

                               OF

                        INCULAB.COM, INC.


                      I.  CORPORATE OFFICES

  1.1       REGISTERED  OFFICE.  The  registered  office  of  the
corporation  shall  be  at 15 East North Street,  Dover,  in  the
County of Kent in the State of Delaware.

1.2   OTHER  OFFICES.  The board of directors  may  at  any  time
establish  the  principal office and any  branch  or  subordinate
offices  of  the  corporation  at  any  place  or  places  deemed
advisable.


                  II.  MEETINGS OF STOCKHOLDERS

2.1  PLACE OF MEETINGS. Meetings of stockholders shall be held at
any  place within or outside the State of Delaware designated  by
the board of directors.

2.2  ANNUAL MEETING.

     (a)   The annual meeting of stockholders shall be held  each
year  on  a  date  and  at  a time designated  by  the  board  of
directors.  At the meeting, directors shall be elected,  and  any
other proper business may be transacted.

     (b)   At  an  annual meeting of the stockholders, only  such
business  shall be conducted as shall have been properly  brought
before  the  meeting.  To be properly brought  before  an  annual
meeting, business must be: (A) specified in the notice of meeting
(or  any supplement thereto) given by or at the direction of  the
board  of  directors, (B) otherwise properly brought  before  the
meeting by or at the direction of the board of directors, or  (C)
otherwise properly brought before the meeting by a stockholder.

2.3   SPECIAL MEETING. A special meeting of the stockholders  may
be called at any time by the board of directors or the president,
but such special meeting may not be called by any other person or
persons.  Only  such business shall be considered  at  a  special
meeting  of stockholders as shall have been stated in the  notice
for such meeting.

2.4   ORGANIZATION.   Subject to Section  5.4  of  these  Bylaws,
meetings of stockholders shall be presided over by the president,
a  chairman  designated  by the board of  directors,  or  in  the
absence  of such designation, by a chairman chosen at the meeting
by the vote of a majority in interest of the stockholders present
in  person or represented by proxy and entitled to vote  thereat.
The  secretary, or in his or her absence an assistant  secretary,
or in the absence of the secretary and any assistant secretary, a
person whom the chairman of the meeting shall appoint, shall  act
as  secretary of the meeting and keep a record of the proceedings
thereof.

     The  board of directors of the corporation shall be entitled
to  make such rules or regulations for the conduct of meetings of
stockholders   as  it  shall  deem  necessary,   appropriate   or
convenient. Subject to such rules and regulations of the board of
directors,  if  any, the chairman of the meeting shall  have  the
right  and  authority  to prescribe such rules,  regulations  and
procedures  and to do all such acts as, in the judgment  of  such
chairman, are necessary, appropriate or convenient for the proper
conduct   of   the   meeting,  including,   without   limitation,
establishing  an agenda or order of business, limiting  the  time
allotted  to questions or comments by participants and regulating
the  opening  and  closing  of the polls  for  balloting.  Unless
determined  by  the  board of directors or the  chairman  of  the
meeting,  meetings of stockholders shall not be  required  to  be
held in accordance with rules of parliamentary procedure.

2.5   NOTICE OF STOCKHOLDERS' MEETINGS.   All notices of meetings
of  stockholders shall be sent or otherwise given  in  accordance
with  Section 2.6 of these Bylaws not less than ten (10) nor more
than  sixty (60) days before the date of the meeting. The  notice
shall specify the place, date, and hour of the meeting and (i) in
the case of a special meeting, the general nature of the business
to be transacted or (ii) in the case of the annual meeting, those
matters  which the board of directors, at the time of giving  the
notice,  intends  to present for action by the stockholders  (but
any  proper  matter  may be presented at  the  meeting  for  such
action). The notice of any meeting at which directors are  to  be
elected shall include the name of any nominee or nominees who, at
the  time  of  the  notice,  the board  intends  to  present  for
election.

2.6  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.  Notice of any
meeting  of stockholders shall be given either personally  or  by
mail,  telecopy, telegram or other electronic or wireless  means.
Notices  not  personally delivered shall be sent charges  prepaid
and  shall be addressed to the stockholder at the address of that
stockholder appearing on the books of the corporation or given by
the  stockholder  to the corporation for the purpose  of  notice.
Notice  shall  be  deemed to have been given  at  the  time  when
delivered  personally  or  deposited  in  the  mail  or  sent  by
telecopy, telegram or other electronic or wireless means.

     An  affidavit  of the mailing or other means of  giving  any
notice of any stockholders' meeting, executed by the secretary or
assistant  secretary of the corporation giving the notice,  shall
be prima facie evidence of the giving of such notice.

2.7   QUORUM.  The holders of a majority in voting power  of  the
stock  issued  and  outstanding and  entitled  to  vote  thereat,
present  in  person or represented by proxy, shall  constitute  a
quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise provided by  statute  or  by  the
Certificate  of Incorporation. If, however, such  quorum  is  not
present  or represented at any meeting of the stockholders,  then
either  (i)  the chairman of the meeting or (ii) the stockholders
by  the vote of the holders of a majority of the stock present in
person  or  represented by proxy shall have power to adjourn  the
meeting.

     When  a  quorum is present at any meeting, the vote  of  the
holders of a majority of the stock having voting power present in
person  or represented by proxy shall decide any question brought
before  such meeting, unless the question is one upon  which,  by
express provision of the laws of the State of Delaware or of  the
Certificate of Incorporation or these Bylaws, a vote of a greater
number  or  voting  by classes is required, in  which  case  such
express  provision shall govern and control the decision  of  the
question.

     If  a  quorum  be  initially present, the  stockholders  may
continue  to transact business until adjournment, notwithstanding
the  withdrawal  of  enough stockholders to  leave  less  than  a
quorum,  if  any  action taken is approved by a majority  of  the
stockholders initially constituting the quorum.

2.8   ADJOURNED  MEETING;  NOTICE.   Any  stockholders'  meeting,
annual  or  special, whether or not a quorum is present,  may  be
adjourned  from time to time by the vote of the majority  of  the
voting power of the shares represented at that meeting, either in
person or by proxy. In the absence of a quorum, no other business
may  be  transacted at that meeting except as provided in Section
2.7 of these Bylaws.

     When  any meeting of stockholders, either annual or special,
is  adjourned to another time or place, notice need not be  given
of  the adjourned meeting if the time and place are announced  at
the  meeting at which the adjournment is taken. However, if a new
record  date  for  the  adjourned meeting  is  fixed  or  if  the
adjournment is for more than thirty (30) days from the  date  set
for  the  original meeting, then notice of the adjourned  meeting
shall  be  given. Notice of any such adjourned meeting  shall  be
given  to  each  stockholder of record entitled to  vote  at  the
adjourned  meeting in accordance with the provisions of  Sections
2.5  and  2.6  of  these  Bylaws. At any adjourned  meeting,  the
corporation  may  transact any business  which  might  have  been
transacted at the original meeting.

2.9  VOTING.  The stockholders entitled to vote at any meeting of
stockholders   shall  be  determined  in  accordance   with   the
provisions of Section 2.12 of these Bylaws, subject to applicable
provisions of the General Corporation Law of Delaware.

     Except  as  may be otherwise provided in the Certificate  of
Incorporation, by instruments setting forth the voting rights  of
specific  classes  or series of stocks, by  these  Bylaws  or  by
applicable  law, each stockholder shall be entitled to  one  vote
for each share of capital stock held by such stockholder.

     Any stockholder entitled to vote on any matter may vote part
of  the  shares in favor of the proposal and refrain from  voting
the  remaining shares or, except when the matter is the  election
of  directors,  may vote them against the proposal;  but  if  the
stockholder  fails  to specify the number  of  shares  which  the
stockholder  is  voting affirmatively, it  will  be  conclusively
presumed that the stockholder's approving vote is with respect to
all shares which the stockholder is entitled to vote.
2.10       VALIDATION  OF  MEETINGS; WAIVER OF  NOTICE;  CONSENT.
The  transactions of  any meeting of stockholders, either  annual
or  special, however called and noticed, and wherever held, shall
be  as valid as though they had been taken at a meeting duly held
after  regular call and notice, if a quorum be present either  in
person or by proxy.

     Attendance  by  a  person at a meeting  shall  constitute  a
waiver of notice of and presence at that meeting, except when the
person objects at the beginning of the meeting to the transaction
of  any  business because the meeting is not lawfully  called  or
convened.

2.11       ACTION BY WRITTEN CONSENT.  Subject to the  rights  of
the holders of the shares of any series of Preferred Stock or any
other  class of stock or series thereof having a preference  over
the  Common Stock as to dividend or upon liquidation, any  action
required  or  permitted to be taken by the  stockholders  of  the
corporation must be effected at a duly called annual  or  special
meeting  of  stockholders  of  the corporation  and  may  not  be
effected by any consent in writing by such stockholders.

2.12       RECORD  DATE  FOR STOCKHOLDER NOTICE;  VOTING;  GIVING
CONSENTS.  For purposes of determining the stockholders  entitled
to  notice  of  any  meeting or to vote  thereat,  the  board  of
directors may fix, in advance, a record date, which shall be  not
more than sixty (60) days nor less than ten (10) days before  the
date of any such meeting, and in such event only stockholders  of
record  on the date so fixed are entitled to notice and to  vote,
notwithstanding any transfer of any shares on the  books  of  the
corporation  after the record date, except as otherwise  provided
in   the  Certificate  of  Incorporation,  by  these  Bylaws,  by
agreement or by applicable law.

     If the board of directors does not so fix a record date, the
record date for determining stockholders entitled to notice of or
to  vote  at a meeting of stockholders shall be at the  close  of
business  on  the business day next preceding the  day  on  which
notice  is  given,  or,  if notice is waived,  at  the  close  of
business on the business day next preceding the day on which  the
meeting is held.

     A determination of stockholders of record entitled to notice
of  or  to vote at a meeting of stockholders shall apply  to  any
adjournment of the meeting unless the board of directors fixes  a
new  record  date  for the adjourned meeting, but  the  board  of
directors shall fix a new record date if the meeting is adjourned
for more than thirty (30) days from the date set for the original
meeting.

     The  record date for any other purpose shall be as  provided
in Section 8.1 of these Bylaws.

2.13       PROXIES.  Every person entitled to vote for directors,
or  on any other matter, shall have the right to do so either  in
person  or  by one or more agents authorized by a written  proxy,
which may be in the form of a telegram, cablegram, or other means
of  electronic transmission, signed by the person and filed  with
the  secretary  of the corporation, but no such  proxy  shall  be
voted or acted upon after one (1) year from its date, unless  the
proxy  provides  for  a longer period. A proxy  shall  be  deemed
signed  if the stockholder's name is placed on the proxy (whether
by  manual  signature, typewriting, telegraphic  transmission  or
otherwise) by the stockholder or the stockholder's attorney-  in-
fact.  A  duly executed proxy shall be irrevocable if  it  states
that it is irrevocable and if, and only as long as, it is coupled
with  an  interest  sufficient in law to support  an  irrevocable
power.   A  stockholder  may  revoke  any  proxy  which  is   not
irrevocable by attending the meeting and voting in person  or  by
filing  an instrument in writing revoking the proxy or by  filing
another  duly  executed  proxy bearing  a  later  date  with  the
secretary of the corporation.

     A  proxy  is not revoked by the death or incapacity  of  the
maker unless, before the vote is counted, written notice of  such
death or incapacity is received by the corporation.


                         III.  DIRECTORS

3.1  POWERS. Subject to the provisions of the General Corporation
Law  of  Delaware  and to any limitations in the  Certificate  of
Incorporation or these Bylaws relating to action required  to  be
approved  by  the stockholders or by the outstanding shares,  the
business and affairs of the corporation shall be managed and  all
corporate powers shall be exercised by or under the direction  of
the board of directors.

3.2   NUMBER  AND  TERM  OF OFFICE.   The  authorized  number  of
directors  shall be not less than three (3) nor more than  eleven
(11).   Within  such  limits, the number of  directors  shall  be
initially  fixed  at four (4), which number  may  be  changed  by
resolution  of the board of directors.  An indefinite  number  of
directors  may be fixed, or the definite number of directors  may
be  changed,  by  a duly adopted amendment to the Certificate  of
Incorporation  or by an amendment to this bylaw duly  adopted  by
the stockholders or the board of directors.

     No  reduction  of  the authorized number of directors  shall
have  the  effect of removing any director before that director's
term of office expires. If for any cause, the directors shall not
have  been  elected at an annual meeting, they may be elected  as
soon  thereafter  as  convenient at a  special  meeting  of   the
stockholders  called for that purpose in the manner  provided  in
these Bylaws.

3.3   ELECTION  AND  TERM  OF OFFICE OF  DIRECTORS.    Except  as
provided  in  Section  3.4 of these Bylaws,  directors  shall  be
elected  at  each annual meeting of stockholders to  hold  office
until  the  next  annual  meeting.  Each  director,  including  a
director  elected  or  appointed to fill a  vacancy,  shall  hold
office  until  the expiration of the term for which  elected  and
until a successor has been elected and qualified.  Directors need
not  be  stockholders unless so required by  the  Certificate  of
Incorporation or by these Bylaws.

3.4   RESIGNATION  AND VACANCIES.   Any director  may  resign  on
giving  written  notice  to  the  president,  the  chairman,  the
secretary  or the board of directors, unless the notice specifies
a later time for that resignation to become effective.

     Unless   otherwise   provided   in   the   Certificate    of
Incorporation  or  by these Bylaws, vacancies  in  the  board  of
directors may be filled by a majority of the remaining directors,
even  if  less  than  a quorum, or by a sole remaining  director.
Each  director so elected shall hold office until the next annual
meeting  of  the  stockholders and until  a  successor  has  been
elected   and  qualified.  Unless  otherwise  provided   in   the
Certificate of Incorporation or these Bylaws, vacancies and newly
created  directorships  resulting  from  any  increase   in   the
authorized number of directors may be filled by a majority of the
directors then in office, although less than a quorum,  or  by  a
sole remaining director.

     If  at  any time, by reason of death or resignation or other
cause,  the corporation should have no directors in office,  then
any  officer  or  any stockholder or an executor,  administrator,
trustee   or  guardian  of  a  stockholder,  or  other  fiduciary
entrusted with like responsibility for the person or estate of  a
stockholder,  may  call  a  special meeting  of  stockholders  in
accordance   with   the   provisions  of   the   Certificate   of
Incorporation  or  these Bylaws, or may apply  to  the  Court  of
Chancery  for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

3.5   REMOVAL.   Unless otherwise restricted by statute,  by  the
Certificate of Incorporation or by these Bylaws, any director  or
any number of directors, or the entire board of directors may  be
removed,  with or without cause, by the holders of a majority  of
the shares then entitled to vote at an election of directors.

3.6  PLACE OF MEETINGS; MEETINGS BY TELEPHONE.   Regular meetings
of  the  board  of directors may be held at any place  within  or
outside the State of Delaware that has been designated from  time
to  time  by resolution of the board of directors. In the absence
of  such  a  designation, regular meetings shall be held  at  the
principal  executive office of the corporation. Special  meetings
of  the  board  of directors may be held at any place  within  or
outside  the  State of Delaware that has been designated  in  the
notice of the meeting or, if not stated in the notice or if there
is   no  notice,  at  the  principal  executive  office  of   the
corporation.

     Any  meeting, regular or special, may be held by  conference
telephone  or  similar communication equipment, so  long  as  all
directors participating in the meeting can hear one another;  and
all such directors shall be deemed to be present in person at the
meeting.

3.7   REGULAR  MEETINGS.    Regular  meetings  of  the  board  of
directors  may  be  held without notice  if  the  times  of  such
meetings are fixed by the board of directors.

3.8  SPECIAL MEETINGS; NOTICE.   Special meetings of the board of
directors for any purpose or purposes may be called at  any  time
by  the president, the chairman, the secretary or by any two  (2)
or more of the directors.

     Notice  of the time and place of special meetings  shall  be
delivered personally or by telephone to each director or sent  by
mail,  telecopy, telegram or other electronic or wireless  means,
charges  prepaid, addressed to each director at  that  director's
address  as it is shown on the records of the corporation  or  if
the  address  is  not  readily  ascertainable,  notice  shall  be
addressed  to  the  director at the city or place  in  which  the
meetings  of  directors  are regularly held.  If  the  notice  is
mailed, it shall be deposited in the United States mail at  least
three (3) days before the time of the holding of the meeting.  If
the  notice  is  delivered personally or by telephone,  telecopy,
telegram  or  other  electronic or wireless means,  it  shall  be
delivered  personally  or by telephone  or  other  electronic  or
wireless means at least twenty-four (24) hours before the time of
the  holding of the meeting. Any oral notice given personally  or
by  telephone may be communicated either to the director or to  a
person  at  the office of the director who the person giving  the
notice has reason to believe will promptly communicate it to  the
director.    A  notice  of special meeting  need  not  state  the
purpose  of  such meeting, and, unless indicated  in  the  notice
thereof,  any  and all business may be transacted  at  a  special
meeting.

3.9   QUORUM.   A majority of the authorized number of  directors
shall constitute a quorum for the transaction of business, except
to  fill  vacancies  in  the board of directors  as  provided  in
Section  3.4 and to adjourn as provided in Section 3.11 of  these
Bylaws. Every act or decision done or made by a majority  of  the
directors  present at a duly held meeting at which  a  quorum  is
present  shall be regarded as the act of the board of  directors,
subject to the provisions of the Certificate of Incorporation and
applicable law.

     A  meeting  at  which  a  quorum is  initially  present  may
continue  to transact business notwithstanding the withdrawal  of
directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.

3.10       WAIVER  OF NOTICE.   Notice of a meeting need  not  be
given  to  any  director (i) who signs a waiver of  notice  or  a
consent  to  holding the meeting or an approval  of  the  minutes
thereof, whether before or after the meeting, or (ii) who attends
the   meeting  without  protesting,  prior  thereto  or  at   its
commencement,   the  lack  of  notice  to  such  directors.   The
transactions  of  any meeting of the board,  however  called  and
noticed or wherever held, are as valid as though had at a meeting
duly  held  after regular call and notice if a quorum is  present
and if, either before or after the meeting, each of the directors
not  present  signs a written waiver of notice. All such  waivers
shall  be  filed with the corporate records or made part  of  the
minutes  of the meeting. A waiver of notice need not specify  the
purpose  of  any  regular  or special meeting  of  the  board  of
directors.

3.11       ADJOURNMENT.    A majority of the  directors  present,
whether or not constituting a quorum, may adjourn any meeting  to
another time and place.

3.12       NOTICE OF ADJOURNMENT.   Notice of the time and  place
of  holding  an adjourned meeting need not be given if  announced
unless  the  meeting is adjourned for more than twenty-four  (24)
hours.  If  the  meeting is adjourned  for more than  twenty-four
(24)  hours,  then notice of the time and place of the  adjourned
meeting shall be given.

3.13      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any
action  required  or  permitted to  be  taken  by  the  board  of
directors  may  be  taken without a meeting,  provided  that  all
members  of  the board of directors individually or  collectively
consent in writing to that action. Such action by written consent
shall  have the same force and effect as a unanimous vote of  the
board  of  directors. Such written consent and  any  counterparts
thereof shall be filed with the minutes of the proceedings of the
board.

3.14      ORGANIZATION.  Meetings of the board of directors shall
be  presided over by the president, or, in his or her absence, by
a  president  pro  tem  chosen by a  majority  of  the  directors
present.   The  secretary shall act as secretary of the  meeting,
but in his or her absence the chairman of the meeting may appoint
any person to act as secretary of the meeting.

3.15       FEES  AND  COMPENSATION OF DIRECTORS.   Directors  and
members of committees may receive such compensation, if any,  for
their services and such reimbursement of expenses as may be fixed
or  determined  by  resolution of the board  of  directors.  This
Section 3.15 shall not be construed to preclude any director from
serving  the  corporation in any other capacity  as  an  officer,
agent, employee or otherwise and receiving compensation for those
services.


                         IV.  COMMITTEES

4.1   COMMITTEES  OF  DIRECTORS.   The  board  of  directors  may
designate one (1) or more committees, each consisting of  two  or
more  directors,  to  serve  at the  pleasure  of  the  board  of
directors. The board of directors may designate one (1)  or  more
directors as alternate members of any committee, who may  replace
any  absent member at any meeting of the committee. The  purposes
and  authority  of  any committee shall be  as  provided  in  the
resolution  of the board, but no such committee shall have  power
or  authority  by itself to (i) approve or adopt or recommend  to
the  stockholders any action or matter that requires the approval
of  the stockholders or (ii) adopt, amend or repeal any Bylaw  of
the corporation.

4.2    EXECUTIVE  COMMITTEE.   The  board  of  directors,  by   a
resolution adopted by a majority of the board, may designate from
among  its members an executive committee, consisting of  two  or
more  directors  and  which,  to  the  extent  provided  in   the
resolutions,  shall  have and may exercise  all  the  powers  and
authorization of the board of directors in the management of  the
business  and  affairs of the corporation, and may authorize  the
seal of the corporation to be affixed to all papers which require
it, except that such executive committee shall not have the power
or  authority  by itself to (i) approve or adopt or recommend  to
the  stockholders any action or matter that requires the approval
of the stockholders, (ii) adopt, amend or repeal any Bylaw of the
corporation,  (iii) fill any vacancies in the board or  directors
or  in any committee, (iv) fix compensation of the directors  for
serving on the board or on any committee, (v) amend or repeal any
resolution  of  the  board which by its terms  shall  not  be  so
amendable   or   repealable,  (vi)  acquire  the  securities   or
substantially all of the assets of any other entity,  (vii)  sell
any  securities or any assets of the corporation, other  than  in
the  ordinary course of business of the corporation, to any other
entity  and (viii) merge or consolidate the corporation with  any
other entity.

4.3  MEETINGS AND ACTION OF COMMITTEES.   To the extent feasible,
meetings and actions of committees shall be governed by, and held
and  taken in accordance with, the provisions of Article  III  of
these  Bylaws,  Section  3.6  (place of  meetings),  Section  3.7
(regular  meetings), Section 3.8 (special meetings  and  notice),
Section  3.9  (quorum), Section 3.10 (waiver of notice),  Section
3.11  (adjournment),  Section 3.12 (notice of  adjournment),  and
Section 3.13 (action without meeting), with such changes  in  the
context  of  those  Bylaws  as are necessary  to  substitute  the
committee  and  its  members for the board of directors  and  its
members, provided, however, that the board of directors may adopt
rules  for the government of any committee not inconsistent  with
the provisions of these Bylaws.


                          V.  OFFICERS

5.1   OFFICERS.   The officers of this corporation shall  consist
of  a  president, one or more vice presidents, a secretary and  a
chief  financial officer, and such other officers, including  but
not limited to a chairman of the board, as may be determined from
time  to  time  by the board of directors, all of whom  shall  be
chosen  in such manner and hold their offices for such  terms  as
the  board  of directors may prescribe. Any two or more  of  such
offices  may be held by the same person.  The board of  directors
may  designate  one  or more vice presidents  as  executive  vice
presidents or senior vice presidents.  Either the chairman of the
board  or  the president, as the board of directors may designate
from  time to time, shall be the chief executive officer  of  the
corporation.   The  board of directors  may  from  time  to  time
designate  the  president  or  any other  officer  as  the  chief
operating  officer  of  the  corporation.   Any  vice  president,
treasurer   or   assistant  treasurer,  or  assistant   secretary
respectively   may exercise any of the powers of  the  president,
the  chief financial officer, or the secretary, respectively,  as
directed  by the board of directors and shall perform such  other
duties  as  are  imposed upon such officer by the Bylaws  or  the
board of directors.

5.2   TERMS OF OFFICE AND COMPENSATION.   The term of office  and
salary  of each of said officers and the manner and time  of  the
payment  of  such salaries shall be fixed and determined  by  the
board of directors and may be altered by said board from time  to
time  at  its  pleasure, subject to the rights, if any,  of  said
officers under any contract of employment.

5.3  REMOVAL; RESIGNATION OF OFFICERS AND VACANCIES.  Any officer
of the corporation may be removed at the pleasure of the board of
directors  at any meeting or by vote of stockholders entitled  to
exercise the majority of voting power of the corporation  at  any
meeting or at the pleasure of any officer who may be granted such
power by a resolution of the board of directors. Any officer  may
resign at any time upon written notice to the corporation without
prejudice  to  the rights, if any, of the corporation  under  any
contract  to which the officer is a party. If any vacancy  occurs
in  any  office  of the corporation, the board of  directors  may
choose a successor to fill such vacancy for the remainder of  the
unexpired  term  and  until  a  successor  is  duly  chosen   and
qualified.

5.4   CHAIRMAN OF THE BOARD.  The chairman of the board, if  such
an officer be elected,  shall have general supervision, direction
and  control of the corporation=s business and its officers, and,
if present, preside at meetings of the stockholders and the board
of  directors  and  exercise and perform such  other  powers  and
duties  as may from time to time be assigned to him by the  board
of  directors  or  as  may be prescribed by  these  Bylaws.   The
chairman of the board shall report to the board of directors.

5.5   PRESIDENT.   The president shall at each annual meeting and
from  time  to time report to the stockholders and the  board  of
directors all matters within his knowledge which the interest  of
the  corporation may require to be brought to their  notice,  may
sign with the treasurer or an assistant treasurer, if any, or the
secretary  or  an  assistant  secretary,  if  any,  any  or   all
certificates  of  stock of the corporation.  The president  shall
preside  at all meetings of the stockholders and at all  meetings
of  the  board of directors, may sign and execute in the name  of
the corporation all contracts or other instruments authorized  by
the  board  of directors, except in cases where the  signing  and
execution  thereof shall be expressly delegated or  permitted  by
the  board of directors or by these Bylaws to some other  officer
or  agent  of the corporation, and in general shall perform  such
duties  and, subject to the other provisions of these Bylaws  and
to  the  control  of  the board of directors,  have  such  powers
incident to the office of president and perform such other duties
and  have  such other powers as from time to time may be assigned
to him by the board of directors.

5.6   VICE  PRESIDENTS.   In case of the absence,  disability  or
death,  the  elected vice president, or one of the  elected  vice
presidents,  shall exercise all the powers and  perform  all  the
duties of the president.  If there is more than one elected  vice
president,  the order in which the elected vice presidents  shall
succeed  to  the powers and duties of the president shall  be  as
fixed  by the board of directors.  The elected vice president  or
elected  vice presidents shall have such other powers and perform
such other duties as may be granted or prescribed by the board of
directors.

5.7  SECRETARY.  The powers and duties of the secretary are:

     (a)   To  keep a book of minutes at the principal office  of
the  corporation, or such other place as the board  of  directors
may order, of all meetings of its directors and stockholders with
the  time and place of holding, whether regular or special,  and,
if  special, how authorized, the notice thereof given, the  names
of  those  present at directors' meetings, the number  of  shares
present   or  represented  at  stockholders'  meetings  and   the
proceedings thereof.

     (b)   To keep the seal of the corporation and affix the same
to all instruments which may require it.

     (c)  To keep or cause to be kept at the principal office  of
the  corporation, a share register, or duplicate share registers,
showing  the  names of the stockholders and their addresses,  the
number  of  and  classes of shares, and the number  and  date  of
cancellation of every certificate surrendered for cancellation.

     (d)   To  keep  a supply of certificates for shares  of  the
corporation, to fill in all certificates issued, and  to  make  a
proper record of each such issuance.

     (e)  To transfer upon the share books of the corporation any
and all shares of the corporation; and provided, further that  no
certificate for shares of stock shall be issued or delivered  or,
if  issued or delivered, shall have any validity whatsoever until
and  unless  it  has been signed or authenticated in  the  manner
provided  in Section 8.5 hereof.

     (f)  To make service and publication of all notices that may
be  necessary  or proper, and without command or  direction  from
anyone.  In case of the absence, disability, refusal, or  neglect
of  the  secretary to make service or publication of any notices,
then such notices may be served and/or published by the president
or  a  vice  president, or by any person thereunto authorized  by
either of them or by the board of directors or by the holders  of
a majority of the outstanding shares of the corporation.

     (g)   Generally to do and perform all such duties as pertain
to the office of secretary and as may be required by the board of
directors.

5.8  CHIEF FINANCIAL OFFICER.  The powers and duties of the chief
financial officer are:

     (a)   To supervise the corporate-wide treasury functions and
financial reporting to external bodies.

     (b)   To have the custody of all funds, securities, evidence
of  indebtedness and other valuable documents of the  corporation
and, at the chief financial officer=s discretion, to cause any or
all  thereof  to  be deposited for account of the corporation  at
such  depository as may be designated from time to  time  by  the
board of directors.

     (c)   To  receive or cause to be received, and  to  give  or
cause  to be given, receipts and acquittances for monies paid  in
for the account of the corporation.

     (d)  To disburse, or cause to be disbursed, all funds of the
corporation as may be directed by the board of directors,  taking
proper vouchers for such disbursements.

     (e)   To  render  to  the president  and  to  the  board  of
directors,   whenever   they  may  require,   accounts   of   all
transactions and of the financial condition of the corporation.

     (f)   Generally to do and perform all such duties as pertain
to  the  office of chief financial officer and as may be required
by the board of directors.


               VI.  INDEMNIFICATION OF DIRECTORS,
              OFFICERS, EMPLOYEES AND OTHER AGENTS

6.1   INDEMNIFICATION OF DIRECTORS AND OFFICERS.  The corporation
shall,  to the maximum extent and in the manner permitted by  the
General  Corporation  Law  of Delaware,  indemnify  each  of  its
directors  and  officers against expenses  (including  attorneys'
fees),  judgments, fines, settlements and other amounts  actually
and  reasonably  incurred  in  connection  with  any  proceeding,
arising by reason of the fact that such person is or was an agent
of  the corporation; provided, however, that the corporation  may
modify the extent of such indemnification by individual contracts
with its directors and executive officers and, provided, further,
that  the  corporation  shall not be required  to  indemnify  any
director  or officer in connection with any proceeding  (or  part
thereof) initiated by such person unless (i) such indemnification
is  expressly required to be made by law, (ii) the proceeding was
authorized  in  advance  by  the  board  of  directors   of   the
corporation,  (iii)  such  indemnification  is  provided  by  the
corporation,  in  its  sole discretion, pursuant  to  the  powers
vested  in the corporation under the General Corporation  Law  of
Delaware,  or (iv) such indemnification is required  to  be  made
pursuant to an individual contract. For purposes of this  Section
6.1,  a  "director" or "officer" of the corporation includes  any
person  (i)  who  is  or  was  a  director  or  officer  of   the
corporation,  (ii) who is or was serving at the  request  of  the
corporation  as  a  director or officer of  another  corporation,
partnership, joint venture, trust or other enterprise,  or  (iii)
who  was  a  director  or officer of a corporation  which  was  a
predecessor  corporation  of  the  corporation  or   of   another
enterprise at the request of such predecessor corporation.

6.2   INDEMNIFICATION OF OTHERS.   The corporation shall have the
power,  to the maximum extent and in the manner permitted by  the
General  Corporation Law of Delaware, to indemnify  each  of  its
employees and agents (other than directors and officers)  against
expenses   (including   attorneys'   fees),   judgments,   fines,
settlements and other amounts actually and reasonably incurred in
connection  with any proceeding, arising by reason  of  the  fact
that  such  person  is  or was an agent of the  corporation.  For
purposes  of  this Section 6.2, an "employee" or "agent"  of  the
corporation  (other  than  a director or  officer)  includes  any
person (i) who is or was an employee or agent of the corporation,
(ii)  who is or was serving at the request of the corporation  as
an  employee or agent of another corporation, partnership,  joint
venture,  trust or other enterprise, or (iii) who was an employee
or  agent of a corporation which was a predecessor corporation of
the  corporation or of another enterprise at the request of  such
predecessor corporation.

6.3   INSURANCE.    The  corporation may  purchase  and  maintain
insurance  on  behalf of any person who is  or  was  a  director,
officer,  employee  or agent of the corporation,  or  is  or  was
serving at the request of the corporation as a director, officer,
employee  or  agent  of another corporation,  partnership,  joint
venture, trust or other enterprise against any liability asserted
against  him  or  her  and incurred by him or  her  in  any  such
capacity, or arising out of his or her status as such, whether or
not  the corporation would have the power to indemnify him or her
against  such  liability  under the  provisions  of  the  General
Corporation Law of Delaware.

6.4   EXPENSES.   The corporation shall advance to any person who
was  or  is  a party or is threatened to be made a party  to  any
threatened,  pending  or completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  by
reason of the fact that he or she is or was a director or officer
of  the  corporation, or is or was serving at the request of  the
corporation  as  a  director or officer of  another  corporation,
partnership, joint venture, trust or other enterprise,  prior  to
the  final  disposition  of  the proceeding,  promptly  following
written  request therefor, all expenses incurred by any  director
or officer in connection with such proceeding, upon receipt of an
undertaking by or on behalf of such person to repay said  amounts
if  it  should be determined ultimately that such person  is  not
entitled  to  be  indemnified  under  this  Bylaw  or  otherwise;
provided, however, that the corporation shall not be required  to
advance  expenses to any director or officer in  connection  with
any  proceeding (or part thereof) initiated by such person unless
the  proceeding  was  authorized  in  advance  by  the  board  of
directors of the corporation.

     Notwithstanding  the foregoing, unless otherwise  determined
pursuant  to  Section  6.5,  no advance  shall  be  made  by  the
corporation to an officer of the corporation (except by reason of
the  fact  that  such  officer  is  or  was  a  director  of  the
corporation in which event this paragraph shall not apply) in any
action,    suit   or   proceeding,   whether   civil,   criminal,
administrative or investigative, if a determination is reasonably
and  promptly  made (i) by the board of directors by  a  majority
vote of a quorum consisting of directors who were not parties  to
the  proceeding,  or (ii) if such quorum is not  obtainable,  or,
even  if  obtainable,  a  quorum of  disinterested  directors  so
directs, by independent legal counsel in a written opinion,  that
the  facts  known to the decision-making party at the  time  such
determination  is made demonstrate clearly and convincingly  that
such  person  acted in bad faith or in a manner that such  person
did not believe to be in or not opposed to the best interests  of
the corporation.

6.5   NON-EXCLUSIVITY OF RIGHTS.   The rights  conferred  on  any
person  by  this Bylaw shall not be exclusive of any other  right
which  such  person  may  have  or hereafter  acquire  under  any
statute,  provision of the Certificate of Incorporation,  Bylaws,
agreement,  vote  of stockholders or disinterested  directors  or
otherwise, both as to action in his official capacity and  as  to
action  in another capacity while holding office. The corporation
is  specifically  authorized to enter into  individual  contracts
with  any or all of its directors, officers, employees or  agents
respecting  indemnification and advances, to the  fullest  extent
not prohibited by the General Corporation Law of Delaware.

6.6  SURVIVAL OF RIGHTS.   The rights conferred on any person  by
this  Bylaw shall continue as to a person who has ceased to be  a
director, officer, employee or other agent and shall inure to the
benefit  of  the heirs, executors and administrators  of  such  a
person.

6.7  AMENDMENTS.   Any repeal or modification of this Bylaw shall
only  be  prospective and shall not affect the rights under  this
Bylaw  in  effect  at the time of the alleged occurrence  of  any
action  or  omission to act that is the cause of  any  proceeding
against any agent of the corporation.


                    VII.  RECORDS AND REPORTS

7.1   MAINTENANCE  AND INSPECTION OF RECORDS.    The  corporation
shall, either at its principal executive office or at such  place
or  places as designated by the board of directors, keep a record
of  its  stockholders listing their names and addresses  and  the
number  and class of shares held by each stockholder, a  copy  of
these  Bylaws  as  amended to date, accounting  books  and  other
records.

     Any stockholder of record, in person or by attorney or other
agent,  shall, upon written demand under oath stating the purpose
thereof,  have the right during the usual hours for  business  to
inspect for any proper purpose related to his or her position  as
a  stockholder  the corporation's stock ledger,  a  list  of  its
stockholders, and its other books and records and to make  copies
or  extracts  therefrom. A proper purpose shall  mean  a  purpose
reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent is the person who
seeks  the  right to inspection, the demand under oath  shall  be
accompanied  by  a power of attorney or such other  writing  that
authorizes the attorney or other agent to so act on behalf of the
stockholder.  The  demand under oath shall  be  directed  to  the
corporation  at  its  registered office in  Delaware  or  at  its
principal place of business.

7.2  INSPECTION BY DIRECTOR. Any director shall have the right to
examine   the   corporation's  stock  ledger,  a  list   of   its
stockholders  and  its  other books and  records  for  a  purpose
reasonably  related  to his or her position as  a  director.  The
Court of Chancery in Delaware is hereby vested with the exclusive
jurisdiction to determine whether a director is entitled  to  the
inspection  sought. The Court may summarily order the corporation
to  permit the director to inspect any and all books and records,
the  stock  ledger,  and the stock list and  to  make  copies  or
extracts  therefrom. The Court may, in its discretion,  prescribe
any  limitations or conditions with reference to the  inspection,
or award such other and further relief as the Court may deem just
and proper.


                     VIII.  GENERAL MATTERS

8.1  RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.   For
purposes  of  determining the stockholders  entitled  to  receive
payment of any dividend or other distribution or allotment of any
rights  or  the stockholders entitled to exercise any  rights  in
respect  of  any other lawful action, the board of directors  may
fix,  in  advance, a record date, which shall be  not  more  than
sixty  (60)  days  before any such action.  In  that  case,  only
stockholders of record at the close of business on  the  date  so
fixed  are  entitled  to  receive the dividend,  distribution  or
allotment of rights, or to exercise such rights, as the case  may
be,  notwithstanding any transfer of any shares on the  books  of
the  corporation  after  the record  date  so  fixed,  except  as
otherwise provided in the Certificate of Incorporation, by  these
Bylaws, by agreement or by law.

     If  the  board  of directors does not so fix a record  date,
then  the  record date for determining stockholders for any  such
purpose shall be at the close of business on the day on which the
board adopts the applicable resolution or the sixtieth (60th) day
before the date of that action, whichever is later.

8.2   CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS.   From  time  to
time, the board
of  directors  shall  determine by  resolution  which  person  or
persons may sign or endorse all checks, drafts, other orders  for
payment  of money, notes or other evidences of indebtedness  that
are issued in the name of or payable to the corporation, and only
the   persons   so  authorized  shall  sign  or   endorse   those
instruments.

8.3   CORPORATE  CONTRACTS AND INSTRUMENTS;  HOW  EXECUTED.   The
board of directors, except as otherwise provided in these Bylaws,
may  authorize  any officer or officers, or agent or  agents,  to
enter into any contract or execute any instrument in the name  of
and  on  behalf of the corporation; such authority may be general
or  confined  to  specific  instances. Unless  so  authorized  or
ratified by the board of directors or within the agency power  of
an officer, no officer, agent or employee shall have any power or
authority  to bind the corporation by any contract or  engagement
or to pledge its credit or to render it liable for any purpose or
for any amount.

8.4   FISCAL  YEAR.    The fiscal year of this corporation  shall
begin  on  the first day of January of each year and end  on  the
last  day of December of the same year, or on such other days  as
the Board of directors shall determine by resolution.

8.5  STOCK CERTIFICATES. There shall be issued to each holder  of
fully  paid  shares  of the capital stock of  the  corporation  a
certificate  or  certificates for such shares.  Every  holder  of
shares of the corporation shall be entitled to have a certificate
signed by, or in the name of the corporation by the president  or
the  chairman  or  a vice president, and by the treasurer  or  an
assistant  treasurer, or the secretary or an assistant  secretary
of  such corporation representing the number of shares registered
in  certificate  form.  Any  or all  of  the  signatures  on  the
certificate  may  be  a facsimile. In case any  officer  who  has
signed  or  whose  facsimile signature has  been  placed  upon  a
certificate has ceased to be such officer before such certificate
is  issued,  it  may be issued by the corporation with  the  same
effect as if he or she were such officer at the date of issue.

8.6  SPECIAL DESIGNATION ON CERTIFICATES.   If the corporation is
authorized to issue more than one class of stock or more than one
series  of  any  class,  then the powers, the  designations,  the
preferences, and the relative, participating, optional  or  other
special  rights of each class of stock or series thereof and  the
qualifications,  limitations or restrictions of such  preferences
and/or  rights  shall be set forth in full or summarized  on  the
face  or back of the certificate that the corporation shall issue
to  represent  such class or series of stock; provided,  however,
that,  except as otherwise provided in Section 202 of the General
Corporation   Law   of  Delaware,  in  lieu  of   the   foregoing
requirements there may be set forth on the face or  back  of  the
certificate  that the corporation shall issue to  represent  such
class  or  series of stock a statement that the corporation  will
furnish  without charge to each stockholder who so  requests  the
powers,  the  designations, the preferences,  and  the  relative,
participating, optional or other special rights of each class  of
stock  or  series thereof and the qualifications, limitations  or
restrictions of such preferences and/or rights.

8.7   LOST CERTIFICATES.   The corporation may issue a new  share
certificate  or  new certificate for any other  security  in  the
place  of  any certificate theretofore issued by it,  alleged  to
have  been  lost,  stolen or destroyed, and the  corporation  may
require the owner of the lost, stolen or destroyed certificate or
the  owner's legal representative to give the corporation a  bond
(or  other adequate security) sufficient to indemnify it  against
any  claim that may be made against it (including any expense  or
liability)  on account of the alleged loss, theft or  destruction
of  any such certificate or the issuance of such new certificate.
The  board  of  directors  may adopt such  other  provisions  and
restrictions   with   reference   to   lost   certificates,   not
inconsistent  with applicable law, as it shall in its  discretion
deem appropriate.

8.8   CONSTRUCTION;  DEFINITIONS.  Unless  the  context  requires
otherwise,  the  general provisions, rules of  construction,  and
definitions  in  the General Corporation Law  of  Delaware  shall
govern  the  construction of these Bylaws. Without  limiting  the
generality  of this provision, the singular number  includes  the
plural,  the  plural number includes the singular, and  the  term
"person" includes both a corporation and a natural person.

8.9    PROVISIONS   ADDITIONAL  TO  PROVISIONS   OF   LAW.    All
restrictions,  limitations, requirements and other provisions  of
these  Bylaws  shall  be  construed,  insofar  as  possible,   as
supplemental  and additional to all provisions of law  applicable
to the subject matter thereof and shall be fully complied with in
addition  to  the  said provisions of law unless such  compliance
shall be illegal.

8.10       PROVISIONS  CONTRARY  TO  PROVISIONS  OF  LAW.     Any
article,  section, subsection, subdivision, sentence,  clause  or
phrase  of these Bylaws which upon being construed in the  manner
provided  in  Section  8.9  hereof,  shall  be  contrary  to   or
inconsistent  with any applicable provisions of  law,  shall  not
apply  so long as said provisions of law shall remain in  effect,
but such result shall not affect the validity or applicability of
any other portions of these Bylaws, it being hereby declared that
these  Bylaws would have been adopted and each article,  section,
subsection,  subdivision,  sentence, clause  or  phrase  thereof,
irrespective of the fact that any one or more articles, sections,
subsections,  subdivisions, sentences, clauses or phrases  is  or
are illegal.

8.11      NOTICES.   Any reference in these Bylaws to the time  a
notice  is  given  or  sent  means,  unless  otherwise  expressly
provided, the time a written notice by mail is deposited  in  the
United  States mails, with adequate postage prepaid for  delivery
as  First  Class  Mail; or the time any other written  notice  is
personally delivered to the recipient or is delivered to a common
carrier  for transmission, or actually transmitted by the  person
giving  the notice by electronic means, to the recipient; or  the
time  any  oral notice is communicated, in person or by telephone
or wireless, to the recipient or to a person at the office of the
recipient who the person giving the notice has reason to  believe
will promptly communicate it to the recipient.


                         IX.  AMENDMENTS

     Subject to Section 6.7 hereof, the original or other  Bylaws
of  the  corporation may be adopted, amended or repealed  by  the
stockholders  entitled  to  vote;  provided,  however,  that  the
corporation may, in its certificate of incorporation, confer  the
power  to  adopt, amend or repeal Bylaws upon the directors.  The
fact  that  such power has been so conferred upon  the  directors
shall  not divest the stockholders of the power, nor limit  their
power to adopt, amend or repeal Bylaws.
     Whenever  an amendment or new bylaw is adopted, it shall  be
copied  in  the book of Bylaws with the original Bylaws,  in  the
appropriate place. If any bylaw is repealed, the fact  of  repeal
with  the date of the meeting at which the repeal was enacted  or
the filing of the operative written consent(s) shall be stated in
said book.
                    CERTIFICATE OF AMENDMENT      Exhibit 1.4(a)

                               OF

                  CERTIFICATE OF INCORPORATION

                               OF

                       INCULAB.COM, INC.


          INCUlAB.COM, Inc., a corporation organized and existing
under  and by virtue of the General Corporation Law of the  State
of Delaware (the "Corporation"), does hereby certify as follows:

          FIRST:    The  Certificate  of  Incorporation  of   the
Corporation was filed in the Office of the Secretary of State  of
the  State of Delaware on the 24th day of August, 1999,  pursuant
to the General Corporation Law of the State of Delaware under the
name  of  Incunet.com, Inc.  A Certificate of  Amendment  of  the
Certificate of Incorporation effecting change in the name of  the
Corporation  to its present name was filed in the Office  of  the
Secretary  of State of the State of Delaware on the 20th  day  of
September, 1999.

          SECOND:   The  Certificate  of  Incorporation  of   the
Corporation is hereby amended:

               (i)    By  striking  Article  Fourth  in  its
               entirety and substituting in lieu thereof the
               following:

     AFOURTH:  The Corporation is authorized to issue  Fifty
     Five  Million  Shares in two classes  of  stock  to  be
     designated,  respectively, Preferred Stock,  par  value
     $0.1  per  share (APreferred@), and Common  Stock,  par
     value $0.001 per share (ACommon@).  The total number of
     shares  of  Common  that  the  Corporation  shall  have
     authority to issue is 50,000,000.  The total number  of
     shares  of  Preferred that the Corporation  shall  have
     authority to issue is 5,000,000.  The Preferred may  be
     issued from time to time in one or more series.

          Each  outstanding share of Common will be  entitled  to
     such  dividends, if any, as may be declared by the Board  of
     Directors  of the Corporation out of funds legally available
     therefor.   Each outstanding share of Common is entitled  to
     one  vote on all matters submitted to a vote of stockholders
     except on matters which are required to be voted exclusively
     by  holders of Preferred or any class of Preferred.  In  the
     event  of  liquidation, dissolution or  winding  up  of  the
     Corporation, each outstanding share of Common shall  receive
     on a pro rata basis any assets remaining after provision for
     payment  of  creditors and after payment of any  liquidation
     preference to any holder of Preferred.

          The  Corporation  shall  from  time  to  time   in
     accordance  with  the  laws of the  State  of  Delaware
     increase the authorized amount of its Common if at  any
     time  the number of shares of Common remaining unissued
     and  available for issuance shall not be sufficient  to
     permit the conversion of the Preferred.

          The  Board  of  Directors  is  hereby  authorized,
     subject  to  limitations  prescribed  by  law  and  the
     provisions  of  this Article FOURTH, by  resolution  to
     provide  for the issuance of Preferred in one  or  more
     series,  and to establish from time to time the  number
     of  shares to be included in each such series,  and  to
     fix  the  designation, powers, privileges,  preferences
     and  relative participating, optional or other  rights,
     if  any,  of  the  shares of each such series  and  the
     qualifications, limitations or restrictions thereof.

          The  authority  of  the Board  of  Directors  with
     respect  to  each  series shall included,  but  not  be
     limited to, determination of the following:

          A.    The number of shares constituting  that
          series (including an increase or decrease  in
          the  number of shares of any such series (but
          not  below the number of shares in any series
          then   outstanding)   and   the   distinctive
          designation of that series;

          B.    The dividend rate on the shares in that
          series,    whether   dividends    shall    be
          cumulative,  and, if so, from which  date  or
          dates,  and the relative rights of  priority,
          if  any, of payment of dividends on shares of
          that series;

          C.    Whether  that series shall have  voting
          rights   (including  multiple  or  fractional
          votes  per  share) in addition to the  voting
          rights provided by law, and, if so, the terms
          of such voting rights;

          D.     Whether   that   series   shall   have
          conversion privileges, and, if so, the  terms
          and  conditions of such privileges, including
          provision  for  adjustment of the  conversion
          rate in such events as the Board of Directors
          shall determine;

          E.   Whether or not the shares of that series
          shall  be  redeemable, and, if so, the  terms
          and  conditions of such redemption, including
          the  date  or dates upon or after which  they
          shall be redeemable, and the amount per share
          payable  in case of redemption, which  amount
          may  vary under different conditions  and  at
          different redemption rates;

          F.   Whether that series shall have a sinking
          fund  or sinking funds for the redemption  or
          purchase  of shares of that series,  and,  if
          so, the terms and amount of such sinking fund
          or funds;
          G.    The rights of the shares of that series
          in  the  event  of voluntary  or  involuntary
          liquidation, dissolution or winding up of the
          Corporation,  and  the  relative  rights   of
          priority,  if  any, of payment of  shares  of
          that series; and

          H.    Any  other relative rights, preferences
          and limitations of that series.

          No  holder  of  shares of the Corporation  of  any
     class,  now  or  hereafter authorized, shall  have  any
     preferential  or  preemptive rights to  subscribe  for,
     purchase  or  receive any shares of the Corporation  of
     any  class, now or hereafter authorized, or any options
     or warrants for such shares, or any rights to subscribe
     for, purchase or receive any securities convertible  to
     or  exchangeable for such shares, which may at any time
     be issued, sold or offered for sale by the Corporation,
     except in the case of any shares of Preferred to  which
     such  rights are specifically granted by any resolution
     or  resolutions  of  the  Board  of  Directors  adopted
     pursuant to this Article FOURTH.@

          (ii)  By  striking Article SIXTH in its  entirety,
     and substituting in lieu thereof the following:

     ASIXTH:     For the management of the business and  for
     the  conduct of the affairs of the Corporation, and  in
     further  definition, limitation and regulation  of  the
     powers of the Corporation, of its directors and of  its
     stockholders or any class thereof, as the case may  be,
     it is further provided that:

          A.    The management of the business and  the
          conduct  of  the  affairs of the  Corporation
          shall  be  vested in its Board of  Directors.
          The  number  of directors of this Corporation
          shall  be  not less than three (3)  nor  more
          than  eleven  (11).   The  exact  number   of
          directors  shall be fixed and may be  changed
          from   time   to  time,  within  the   limits
          specified  above,  by  an  amendment  to  the
          Bylaws duly adopted by the stockholders or by
          the  Board of Directors.  Any increase in the
          number  of  directors or any vacancy  in  the
          number  of  authorized  directors  shall   be
          filled by a vote of the majority of directors
          then in office.

          B.    In furtherance and not in limitation of
          the powers conferred by the laws of the State
          of   Delaware,  the  Board  of  Directors  is
          expressly  authorized to make, alter,  amend,
          or repeal the Bylaws of the Corporation.

          C.   Advance notice of stockholder nomination
          for  the  election of directors  and  of  any
          other  business to be brought by stockholders
          before  any  meeting of stockholders  of  the
          Corporation  shall  be given  in  the  manner
          provided in the Bylaws of the Corporation.

          D.     No  action  shall  be  taken  by   the
          stockholders of the Corporation except at  an
          annual   or   a   special  meeting   of   the
          stockholders  called in accordance  with  the
          Bylaws.  Special meetings of the stockholders
          may  be  called only by the Chairman  of  the
          Board of Directors of the Corporation, by the
          Chief  Executive Officer of the  Corporation,
          or  by  a vote of a majority of the Board  of
          Directors  of  the  Corporation.   No  action
          shall be taken by the stockholders by written
          consent.

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

     AEIGHTH:   To  the  fullest  extent  permitted  by  the
     General  Corporation Law of the State of  Delaware,  as
     the  same  exists or as may hereafter  be  amended,  no
     director of the Corporation shall be personally  liable
     to  the Corporation or to its stockholders for monetary
     damages for breach of fiduciary duty as a director.

          The  Corporation shall indemnify, to  the  fullest
     extent  permitted by law, any person made or threatened
     to  be  made a party to any action, suit or proceeding,
     whether    criminal,    civil,    administrative     or
     investigative, by reason of the fact that such  person,
     or  that  person=s testator or intestate is  or  was  a
     director, officer, agent or employee of the Corporation
     or  any  predecessor to the Corporation, or  serves  or
     served  at any other enterprise as a director, officer,
     agent or employee at the request of the Corporation  or
     any predecessor to the Corporation.

          The   Corporation   may  purchase   and   maintain
     insurance  on  behalf of any person who  is  or  was  a
     director,   officer,   agent   or   employee   of   the
     Corporation, or is or was serving at the request of the
     Corporation  as a director, officer, agent or  employee
     of  another  corporation, joint  venture,  partnership,
     trust  or  any  other enterprise against any  liability
     asserted against such person or incurred by such person
     in  any such capacity, or arising out of the status  of
     such person in such capacity, without regard to whether
     the  Corporation would have authority to indemnify such
     person under the law of Delaware.

          Neither  any amendment nor repeal of this  Article
     EIGHTH,  nor  the  adoption of  any  provision  of  the
     Corporation=s Certificate of Incorporation inconsistent
     with this Article EIGHTH, shall eliminate or reduce the
     effect  of  this  Article EIGHTH with  respect  to  any
     matter  occurring, or any action or proceeding accruing
     or  arising or that, but for this Article EIGHTH, would
     accrue  or  arise, prior to such amendment,  repeal  or
     adoption of an inconsistent provision.@
     ANINTH:    The affirmative vote of not less than  sixty
     six  and two thirds  (66 and 2/3rds%) percent in voting
     power  of the stock issued and outstanding and entitled
     to  vote generally in the election of directors, voting
     together as a single class, shall be required to alter,
     amend  or repeal any provision hereof relating  to  (i)
     the amendment of this Certificate of Incorporation,  of
     the Bylaws, or of both the Certificate of Incorporation
     and  the  Bylaws;  (ii) the manner in  which  vacancies
     existing  in  the directors of the Corporation  may  be
     filled; and (iii) the manner in which annual or special
     meetings  of  stockholders may be  called  and  actions
     which  may  be  taken at any such meeting.   Any  other
     provision of this Certificate of Incorporation  may  be
     amended,  altered,  or repealed, and  other  provisions
     authorized by the laws of the State of Delaware at  the
     time  in  effect may be added or inserted as prescribed
     by  said  laws at a regular or special meeting  of  the
     stockholders of the Corporation in accordance with  the
     provisions of the Bylaws.@

          THIRD:   The Corporation has received payment  for  its
capital  stock.   The  above amendment was duly  adopted  by  the
written consent of the Board of Directors and the written consent
of   a   majority   of  the  stockholders  of  the   Corporation,
respectively, in the manner prescribed by Sections 141 and 228 of
the  General  Corporation  Law  of  the  State  of  Delaware,  in
accordance  with  the provisions of Section 242  of  the  General
Corporation Law of the State of Delaware.

          IN  WITNESS  WHEREOF, the Corporation  has  caused  its
corporate seal to be hereunto affixed and this Certificate to  be
signed  by its officers thereunto duly authorized as of  the  ___
day of March, 2000.

Dated: March__, 2000

Attest:                            Inculab.com, Inc.


______________________________     By:___________________________
     Secretary                   Name: Joseph DeSena
                                      Title:   Vice President



                                          EXHIBIT 1.6(a)(iii)(D)

                       SECURITY AGREEMENT



     SECURITY AGREEMENT, dated as of _________, 2000 between

INITIO, INC., a Nevada corporation, having an address at 10 Henry

Street, Teterboro, New Jersey 07608 (the "Company"), INCULAB,

INC., a Delaware corporation, having an address at 40 Wall

Street, 59th Floor, New York, New York 10005, ("Inculab" and,

together with Company, the "Debtors") and the persons named on

the signature page as the secured parties (the "Secured

Parties").

     WHEREAS, Debtors are parties to an Agreement and Plan of

Merger and Reorganization, dated July __, 2000 (the "Merger

Agreement");

     WHEREAS, pursuant to the Merger Agreement, the Company has

effected a recapitalization pursuant to which it has issued Class

A Shares (as that term is defined in the Merger Agreement) to the

Secured Parties;

     WHEREAS, the Secured Parties have a limited right to require

the Company to purchase all or a portion of their Class A Shares

on the terms and conditions set forth in the Company's amended

Certificate of Incorporation;

     WHEREAS, the Debtors have agreed to provide a security

interest in all of their assets to secure the Sale Right (as that

term is defined in the Merger Agreement);

     NOW, THEREFORE, for good and valuable consideration, the

receipt of which is hereby acknowledged, parties hereto agree as

follows:

      1.  Definitions.  The following terms as used in this

Agreement shall have the meanings set forth below:



          (a)  The term "Liabilities" shall include any and all

indebtedness, obligations and liabilities of any kind of (i) the

Company to Secured Parties pursuant to the Sale Right held by the

Secured Parties by reason of  their ownership of their Class A

Shares; and (ii) Inculab to Secured Parties pursuant to its

guarantee of the Company's obligation pursuant to the Sale Right.

          (b)  The term "Collateral" shall mean all of the assets

and properties of Debtors, whether now or hereafter existing, ,

including without limitation, all of Debtors' right, title and

interest into and under all present and future instruments,

securities, accounts, contract rights, chattel paper, documents

and general intangibles, whether now owned or hereafter acquired,

and any and all proceeds and products of the foregoing, which

property is, and shall at all times remain, free and clear of all

liens, security interests, claims and encumbrances.



      2.  Creation of Security Interest.  As security for the

payment and satisfaction of all the Liabilities, each of the

Debtors hereby assigns, transfers, sets over and grants to

Secured Parties a security interest in and a general lien upon

the Collateral.



      3.  Debtor's Books and Records.  Each of the Debtors

warrants, represents and covenants that the books and records

relating to the Collateral are located at the principal place of

business of such Debtor, as set forth above, and such Debtor will

not change any of the same without prior written notice to

Secured Parties.



      4.  Debtors' Covenants.  At any time and from time to time,

upon the demand of Secured Parties, each Debtor at its own

expense will:  (a) deliver and pledge to Secured Parties,

indorsed and/or accompanied by such instruments of assignment and

transfer in such form and substance as Secured Parties may

request, any and all instruments, documents, securities and/or

chattel paper which are included in the Collateral as Secured

Parties may specify in their demand; (b) give, execute, deliver,

file and/or record any notice, statement, instrument, document,

agreement or other papers that may be necessary or desirable, or

that Secured Parties may request, in order to create, preserve,

perfect, or validate any security interest granted pursuant

hereto or to enable each of the Secured Parties to exercise and

enforce its rights hereunder or with respect to such security

interest; (c) keep and stamp or otherwise mark any and all

documents and chattel paper and its individual books and records

relating to inventory, accounts, chattel paper, securities and

contract rights in such manner as Secured Parties may require;

and (d) permit representatives of Secured Parties at any time to

inspect and make abstracts from such Debtor's books and records

pertaining to the Collateral.  The right is expressly granted to

Secured Parties to execute and file one or more financing

statements under the Uniform Commercial Code with respect to any

or all of the Collateral, signed only by Secured Parties, and

indicating therein the types of, and describing the items of,

Collateral herein specified.



      5.  Property In Transit.  Any of the Collateral in the

possession of, in transit to, or set apart for Secured Parties or

any of its agents, associates, affiliates, trustees or

participants shall be deemed to be subject to Secured Parties'

perfected security interest therein.



           6.  Events of Default.  The occurrence of any one or more of the

following events shall constitute an event of default ("Default")

by both of the Debtors under this Collateral Agreement:  (a) if

either Debtor shall fail to pay or perform any of the Liabilities

when due; (b) if either Debtor shall become insolvent (however

defined or evidenced) or commit an act of bankruptcy or make an

assignment for the benefit of creditors, or make or send notice

of an intended bulk transfer, or if there shall be convened a

meeting of the creditors or principal creditors of either of the

Debtors or if a committee of creditors is appointed for either of

them; (c) or if there shall be filed by or against either of the

Debtors any petition for any relief under the bankruptcy laws of

the United States now or hereafter in effect or under any

insolvency, readjustment of debt, dissolution or liquidation law

or statute of any jurisdiction now or hereafter in effect

(whether at law or in equity), which shall remain undismissed for

a period of 90 days; or (d) if any petition or application to any

court or tribunal, at law or in equity, be filed by or against

either of the Debtors for the appointment of any receiver or

trustee for either of the Debtors or any part, of the property of

either of them.  Upon the occurrence of any Default at any time

thereafter, the Liabilities shall become immediately due and

payable without notice or demand.



           7.  Rights and Remedies.  Prior to the occurrence of a Default,

the Debtors shall retain the right to sell, assign or transfer

the Collateral in the ordinary course of business.  In order to

effectuate the foregoing, the Secured Parties shall, upon request

of the Debtors, execute and deliver such certificates as Debtors

may reasonably require.  Upon Default hereunder, each of the

Debtors shall, at the request of Secured Parties and at such

Debtor's own cost and expense, assemble the Collateral at such

place or places as Secured Parties designate in such request, and

Secured Parties shall have all rights and remedies provided by

law, including those of a secured party under the Uniform

Commercial Code, in addition to the rights and remedies provided

herein or in any other agreement between Debtors and Secured

Parties.  Debtors will be liable to Secured Parties for all

expenses (including expenses for legal services of every kind)

of, or incidental to, the enforcement of any of the provisions

hereof or of any of the Liabilities, or any actual or attempted

sale or lease or disposition or any exchange, enforcement,

collection, compromise or settlement of any of the Collateral or

receipt of the proceeds thereof, and for the care of the

Collateral and defending or asserting the rights and claims of

Secured Parties in respect thereof, by litigation or otherwise,

and all such expenses shall be indebtedness and liabilities

included within the terms of this Agreement and the Liabilities.

Secured Party at any time, at its option, may apply the net cash

receipts or collections from the Collateral to the payment of the

Liabilities in whatever order and amounts Secured Parties choose.



           8.  Attorney in Fact.  To effectuate the terms and provisions

hereof, each of the Debtors hereby designates and appoints

Secured Parties and their designees or agents as attorney-in-fact

of such Debtor, irrevocably and with power of substitution, with

authority to receive, open and dispose of all mail addressed to

such Debtor, to notify the post office authorities to change the

address for delivery of mail addressed to such Debtor to such

address as Secured Parties may designate; to endorse the name of

such Debtor on any notes, acceptances, checks, drafts, money

orders, instruments or other evidences of payment or proceeds of

the Collateral that may come into Secured Parties' possession; to

sign the name of such Debtor on any invoices, documents, drafts

against and notices to account debtors of such Debtor,

assignments and requests for verification of accounts; to execute

proofs of claim and loss; to execute any endorsements,

assignments or other instruments of conveyance or transfer; to

adjust and compromise any claims under insurance policies; to

execute releases; and to do all other acts and things necessary

and advisable in the sole discretion of Secured Parties to carry

out and enforce the Security Agreement.  All acts of said

attorney or designee are hereby ratified and approved and said

attorney or designee shall not be liable for any acts of

commission or omission, nor for any error of judgment or mistake

of fact or law.  This power of attorney being coupled with an

interest is irrevocable while any of the Liabilities shall remain

unpaid, provided however that this power of attorney may not be

exercised by Secured Parties prior to a Default.



           9.  No Waiver; Cumulative Rights.  No delay on the part of

Secured Parties in exercising any power or right hereunder shall

operate as a waiver thereof; nor shall any single or partial

exercise of any power or right hereunder preclude other or

further exercise thereof or the exercise of any other power or

right.  The rights, remedies and benefits herein expressly

specified are cumulative and not exclusive of any rights,

remedies or benefits which Secured Parties may otherwise have.



           10. Amendments; Assignment; etc.  No provision hereof shall be

modified or limited except by a written instrument expressly

referring to this Agreement and to the provision so modified or

limited.  This Agreement shall be binding upon the assigns and

successors of each of the Debtors; and shall be construed

according to the laws of the State of New York.  Unless the

context otherwise requires, all terms used herein which are

defined in the Uniform Commercial Code shall have the meanings

therein stated.



     6.   Representatives of the Secured Parties.  Each of the

Secured Parties hereby irrevocably constitutes and appoints

Martin Fox and Daniel DeStefano as his exclusive representatives

to take all actions on his behalf in connection with this

Agreement, in their sole and absolute discretion, including but

not limited to executing any consents or waivers in connection

with, or any amendments to, this Agreement.

     7.   Jurisdiction:  Having negotiated the terms of this

Agreement in New York, the parties irrevocably consent and submit

to the exclusive jurisdiction of the Supreme Court of the State

of New York and the United States District Court for the Southern

District of New York and waive any objections based on venue or

forum non conveniens with respect to any action instituted

therein arising under this Agreement and agree that any dispute

with respect to any such matters shall be heard only in the

courts described above.



     8.   Counterparts.  This Agreement may be executed in one or

more counterparts, and by the different parties hereto in

separate counterparts, each of which when executed shall be

deemed to be an original but all of which taken together shall

constitute one and the same agreement.



    IN WITNESS WHEREOF, the parties hereto have executed this

Agreement as of the date first written above.

                              INITIO, INC.


                              By:
                              , President



                              INCULAB, INC.


                              By:
                              Joseph DeSena, Vice President
                                   - Business Development



SECURED PARTIES:




Martin Fox




Daniel DeStefano



MARTIN FOX RETIREMENT TRUST


By:________________________________
_______
Martin Fox, Trustee



DANIEL DESTEFANO RETIREMENT TRUST

By:________________________________
_______
               Daniel DeStefano,
          Trustee



___________________________________
_______
          Marilyn DeStefano



SAMANTHA FOX TRUST


___________________________________
_______
          Martin Fox, Trustee



JOSHUA FOX TRUST


__________________________________________
          Martin Fox, Trustee



__________________________________________
Daniel DeStefano, as Custodian for Andriana DeStefano, Danielle
DeStefano and Dain Hamilton

                                               EXHIBIT 1.6(a)(ii)


          NEITHER THIS CERTIFICATE NOR ANY RIGHTS GRANTED OR ANY
          INTEREST EVIDENCED THEREBY IS TRANSFERABLE EXCEPT AS
          EXPRESSLY PROVIDED IN THIS CERTIFICATENo.____________Rights

     VALUE SUPPORT RIGHTS WITH RESPECT TOCOMMON SHARES OFINITIO,
          INC.(A Nevada Corporation)MANDATORILY REDEEMABLE AFTER
          5:00 P.M. EASTERN TIME, ON [DATE WHICH IS SIX MONTHS
          AFTER] CLOSING OF PLAN OF MERGER AND REORGANIZATION]
          Initio, Inc., a Nevada corporation (the "Company"),
          hereby certifies that __________ (the "Registered
          Holder"), is the owner of [EQUAL TO NUMBER OF COMPANY
          SHARES] Value Support Rights ("Rights") with respect to
          the market price of Common Shares, par value $.01 per
          share, of the Company (the "Company Shares"), as
          represented by this Certificate, but subject to the
          terms set forth below:ARTICLE I    Rights.   The Rights
          have been issued to the Registered Holder pursuant to
          the Company's recapitalization relating to a reverse
          three-for-two stock split.ARTICLE II    Term.     On
          [DATE WHICH IS SIX MONTHS AFTER CLOSING OF PLAN OF
          MERGER AND REORGANIZATION] (the "Redemption Date"),
          each Right represented by this Certificate will, (a) if
          the Registered Holder remains a beneficial owner of
          Company Shares and (b)  if and only to the extent such
          Rights have value according to their terms, entitle the
          Registered Holder to receive from the Company in
          redemption of such Right a consideration payable in
          Company Shares or, in the event of a Total Disposition
          (as defined below), such other property into which
          Company Shares were converted upon such Total
          Disposition ("Other Property"), equal in value to the
          Redemption Rate (as defined below).ARTICLE III
          Redemption Procedures.   Within 20 days after the
          Redemption Date, the Company shall compare a list of
          the beneficial owners of its Company Shares (including
          the number of Company Shares held by each such
          beneficial owner) on  the Redemption Date, with a list
          of Registered Holders.  The list of beneficial owners
          at the Redemption Date shall exclude any record owner
          or beneficial owner to the extent that such record
          owner or beneficial owner is acting in its capacity as
          a broker, dealer, bank or other similar institutional
          fiduciary.  The Company and the Company Principal
          Shareholders shall have the right. by mutual agreement,
          to interpret the Value Support Rights and prescribe
          such additional procedures as they shall deem necessary
          or appropriate, and any action taken by them shall be
          final and binding on all persons.  Any Registered
          Holder whose name appears on the Redemption Date list
          shall be entitled to receive the Redemption Rate (as
          defined below) applicable to the number of Company
          Shares owned by such Registered Holder on the
          Redemption Date or the number of Value Support Rights
          held by such Registered Holder, whichever is
          less.ARTICLE IV     Redemption.    (a)  If required,
          within 20 days following the Redemption Date, the
          Company shall make payment, with respect to this
          Certificate, by issuing Company Shares (or Other
          Property), to the Registered Holder at the last address
          of the Registered Holder on the books and records of
          the Company.   (b)  The Company Shares (or Other
          Property) shall be valued at the twenty-day average
          closing price for Company Shares  (or, if there has
          been a Total Disposition, for such amount of the Other
          Property as one Company Share was converted to in the
          Total Disposition (the "Other Property Share
          Equivalent")) on Nasdaq, or such other market as shall
          then constitute the primary market for Company Shares
          (or such Other Property), during the twenty last
          consecutive trading days ending on the Redemption Date
          (the "20-Day Average").  (c) The Company Shares (or
          Other Property) shall be accompanied by a letter issued
          by the Company detailing the calculation of the
          Redemption Rate (defined in Section 5) and any
          Adjustments (defined in Section 7) as required.

               (d) A Registered Holder whose name does not appear
          on the Redemption Date list shall not be entitled to
          any Rights, notwithstanding that such Registered Holder
          may own or control this Certificate.

               (e) Within 20 days after the Redemption Date, the
          Company shall issue a press release with respect to the
          Rights containing at least the information required to
          be included in the letter referred to in Section 4(c).
          The Registered Holder shall have 110 days after the
          Redemption Date to notify the Company of any
          disagreement with its calculation.  If the Registered
          Holder shall fail to so notify the Company within such
          period, the Company's calculation shall be final and
          binding on the Registered Holder.
               (f) The directors of the Company who are not the
          Company's Principal Shareholders shall have the right
          by majority vote to interpret the Rights and prescribe
          such additional procedures as they deem necessary or
          appropriate.  Any such interpretation or prescription
          of procedures shall be final and binding on all
          persons.

          ARTICLE V Redemption Rate.         The value of each
          Right (the "Redemption Rate") shall, subject to
          adjustment as provided in section 7 below, be equal to
          the excess, if any, of $7.50 over the 20-Day Average,
          provided, however, that, if the average closing prices
          per share of Company Shares (or for the Other Property
          Share Equivalent) is $13.50 (as adjusted pursuant to
          section 7 below) or more for (a) at least 10
          consecutive trading days or (b) 25 trading days in
          total (whether consecutive or not) on Nasdaq during the
          period beginning on the date of this Certificate and
          ending on the Redemption Date (the "Performance
          Period"), the Rights shall have no value and shall be
          automatically canceled as to all Registered Holders and
          authorized transferees and the Company shall have no
          liability under this Certificate.
     6.   Total Disposition.  "Total Disposition" means (i) one
          or more mergers, consolidations or other business
          combinations including, without limitation, a tender
          offer, involving the Company after giving effect to
          which no Company Shares shall remain outstanding or
          registered under the Securities Exchange Act of 1934,
          as amended, (ii) a sale, transfer or other disposition
          in one or a series of transactions, of all or
          substantially all of the assets of the Company, or
          (iii) a reclassification of Company Shares as the
          capital stock of any other person (except that a
          transaction wherein the Company is reincorporated under
          the laws of a different state, but its capital
          structure is otherwise unchanged, shall not be deemed a
          Total Disposition).7.    Adjustments.   (a)  If, at any
          time during the Performance Period, the Company shall
          pay or make a dividend or other distribution with
          respect to Company Shares (including by way of
          reclassification of any Company Shares) in additional
          Company Shares, the Redemption Rate shall be calculated
          by multiplying the Redemption Rate otherwise determined
          in accordance with section 4 above by a fraction, (i)
          of which the numerator shall be the sum of the number
          of Company Shares outstanding at the close of business
          on the date fixed for such determination, excluding the
          effect of such dividend or distribution, plus the total
          number of Company Shares constituting such dividend or
          other distribution, and (ii) of which the denominator
          shall be the number of Company Shares outstanding at
          the close of business on the date fixed for such
          determination, excluding the effect of such dividend or
          distribution.  (b)  In the event that, at any time
          during the Performance Period, all Company Shares
          outstanding shall be subdivided or split into a greater
          number of Company Shares, the amounts used to calculate
          the Redemption Rate in accordance with section 4 shall
          be proportionately decreased, and, conversely, in the
          event that, during such period, all outstanding Company
          Shares shall be combined into a lesser number of
          Company Shares, the amounts used to calculate the
          Redemption Rate in accordance with section 4 above
          shall be proportionately increased.     (c)  For the
          purposes of this section 7, the number of Company
          Shares at any time outstanding shall not include shares
          held in the treasury of the Company and the number of
          shares constituting any such dividend or other
          distribution shall not include shares represented by
          cash issued in lieu of fractional Company Shares.8.
          Replacement of Certificates.       Prior to the
          Redemption Date, upon receipt of evidence reasonably
          satisfactory to the Company of the loss, theft,
          destruction or mutilation of this Certificate and (in
          the case of loss, theft or destruction) upon delivery
          of an indemnity agreement (with surety if reasonably
          required) in an amount reasonably satisfactory to the
          Company, or (in the case of mutilation) upon surrender
          and cancellation this Certificate, the Company will
          issue, in lieu thereof, a new Certificate of like
          tenor.9.  No Transfers, etc.  (a)  The Company and the
          transfer agent will maintain a register containing the
          names and addresses of the Registered Holders of this
          Certificate.  Any Registered Holder may change its, his
          or her address as shown on the rights register by
          written notice to the Company and the transfer agent
          requesting such change.  (b)  The Rights represented by
          this Certificate shall not be transferable by the
          Registered Holder and shall be redeemed only in favor
          of the Registered Holder, except  as expressly provided
          in this section 9(b).  The Rights represented by this
          Certificate shall not be assigned, pledged or
          hypothecated in any way (other than by will or by the
          laws of descent and distribution or by operation of law
          prior to the Redemption Date) and shall not be subject
          to execution, attachment or similar process.  In the
          event of a permitted transfer prior to the Redemption
          Date, the transferee must give notice to the Company of
          such permitted transfer and provide such other
          documents as the Company shall reasonably require to
          assure compliance with this section.  Any attempted
          transfer, assignment, pledge, hypothecation or other
          disposition of this Certificate or of any Rights
          granted hereunder contrary to the provisions of this
          section, or the levy of any attachment or similar
          process upon this Certificate or any Rights granted
          thereby, shall be null and void.10.     Mailing of
          Notices, etc.       All notices and other
          communications from the Company to the Registered
          Holder with respect to this Certificate or any Rights
          granted thereby shall be mailed by first-class
          certified or registered mail, postage prepaid, to the
          address furnished to the Company and the transfer agent
          in writing by the Registered Holder of this
          Certificate.  All notices and other communications from
          the Registered Holder of this Certificate or in
          connection herewith to the Company shall be mailed by
          first-class certified or registered mail, postage
          prepaid, to the Company at
          ____________________________.11.   No Rights as
          Stockholder.   The Registered Holder of this Right
          shall not have or exercise any rights as a stockholder
          of the Company by virtue of this Certificate or any
          Rights granted thereby.12.    Governing Law.      This
          Certificate and the Rights granted thereby shall be
          governed by and construed in accordance with the laws
          of the State of Nevada without regard to its conflict
          of law rules.13.    Acceleration of Liability and
          Liquidation of Damages.  Unless earlier canceled
          pursuant to the provisions in section 4 of this
          Certificate, the Rights shall mature and become
          immediately payable upon (i) the filing by the Company
          of a voluntary petition for relief in bankruptcy or
          (ii) the filing of an involuntary petition against the
          Company for relief in bankruptcy by three or more
          creditors (the "Accelerated Redemption Date").
          Notwithstanding anything provided in the previous
          sentence, in the event that the Company obtains an
          order dismissing such involuntary petition from the
          bankruptcy court in which the involuntary filing is
          made within ninety (90) days from the filing of the
          involuntary petition, the Redemption Date shall
          automatically be reinstated as the date upon which the
          Rights shall mature and become payable.  Upon the
          Accelerated Redemption Date the Rights shall be
          immediately payable in cash as a fully liquidated claim
          in the amount of $5.00 per Right, except to the extent
          provided in the second sentence of this section 13.
          INITIO, INC.
          By:___________________________
          (Title)


                                                      Exhibit 5.7


                     FOR IMMEDIATE RELEASE


Contact:  Martin Fox, CEO
          (201) 462 - 9000


         INITIO ANNOUNCES MERGER AGREEMENT WITH INCULAB

New Merged Entity to Pursue Early Stage Financing and Launch Sup
port
                    for High Tech Companies

Teterboro, NJ(July 20, 2000) - Initio, Inc. (Nasdaq - INTO) today

announced the execution of a merger agreement with Inculab, Inc.,

a privately held corporation.



     After giving effect to the merger and a 3-for-2 reverse

split of Initio's shares, the holders of Initio shares will hold

approximately 10% of the shares of the merged entity and the

former holders of Inculab shares will hold approximately 90% of

the shares of the merged entity.  Concurrently with the closing

of merger, 1,000,000 Initio shares (pre-split) will be sold in a

private transaction by Initio's principal shareholders, Martin

Fox and Daniel DeStefano, and certain related entities for $3.00

per share.  These shareholders will retain approximately 1.3

million Initio shares (pre-split), which will be exchanged for

Class A shares with the limited right to sell those shares to the

Company at $5.00 (pre-split) per share on the first anniversary

of the closing of the merger.  The other shareholders will

receive a value support certificate which will give them certain

rights to receive additional shares of Initio under certain

circumstances six months after the closing of the merger for no

additional consideration.  The value support certificates are

intended to provide these shareholders with value of $7.50 per

share (post-split).



     The merger is subject to a number of conditions, including

approval by the Initio Board of Directors after receipt of a

fairness opinion from an investment banking firm and the

recommendation of a special committee of independent director.

The merger is also subject to the approval of a majority of

Initio's shareholders, other than Mr. Fox, Mr. DeStefano and

certain other related shareholders.



     Since selling its principal operating assets last year,

Initio has been seeking a suitable merger partner.



     Inculab provides early stage companies with seed capital,

business guidance, web strategy development and an array of

operational services including office space.  By providing a

turnkey business development solution, Inculab enables

entrepreneurs to concentrate on quickly and effectively building

their businesses.  Inculab is in the process of building a high

tech launch center in Manhattan.



     This press release contains forward-looking statements.

Actual results could differ materially from those projected in

the forward-looking statements.  Additional information

concerning factors that could cause actual results to differ

materially from those in the forward-looking statements is

contained under the heading of Risk Factors listed from time to

time in the Company's filings with the Securities and Exchange

Commission.






                                                   EXHIBIT 7.2(c)

                                 , 2000


Inculab, Inc.
40 Wall Street
New York, New York  10005

Ladies and Gentlemen:

          We have acted as counsel to Jupiter Corp., a Nevada
corporation (the "Company"), and Jupiter Acquisition Corp., a
Delaware corporation ("Merger Sub"), in connection with the
execution and delivery of the (i) Agreement and Plan of Merger
and Reorganization, dated as of July __, 2000 (the "Merger
Agreement"), among the Company, Merger Sub, Saturn Corp., a
Delaware corporation ("Saturn"), certain shareholders of the
Company and certain shareholders of Saturn and (ii) other
instruments, documents and agreements executed and delivered by
the Company and Merger Sub pursuant to the Merger Agreement
(collectively referred to herein, together with the Merger
Agreement, as the "Merger Documents").

          This opinion is given pursuant to Section 7.2(c) of the
Merger Agreement.  Capitalized terms not otherwise defined have
the meanings assigned to them in the Merger Agreement.

          We have examined originals or copies, certified or
otherwise identified to our satisfaction, of all such records of
the Company and Merger Sub, agreements and other instruments,
certificates of officers of the Company and Merger Sub,
certificates of public officials and other documents which we
have deemed necessary as a basis for the opinions hereinafter
expressed.  In rendering this opinion, we have assumed the
genuineness of all signatures (other than those on behalf of the
Company and Merger Sub), the authenticity of all documents
submitted to us as originals, and the conformity to the originals
of all documents submitted to us as certified, conformed or
photostatic copies.

          We have not been asked to pass upon the power and
authority to enter into the Merger Agreement of any party other
than the Company and Merger Sub or to effect the transactions
contemplated thereby and, for the purposes of this opinion, we
are assuming without investigation that (i) Saturn has all requi
site power and authority and has taken all necessary corporate
action to enter into the Merger Agreement and to effect such
transactions and (ii) that each of the Merger Documents has been
duly executed and delivered by and is valid and binding on and
enforceable against, all parties thereto other than the Company
and Merger Sub.

          Based on the foregoing and upon such investigation of
law as we have deemed necessary, it is our opinion that:

          1.   The Company  is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Nevada.  Merger Sub is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.  Each of the Company and Merger Sub has the corporate
power and corporate authority to own, lease and operate its
property and to carry on their respective businesses as now
conducted.

          2.   The Company and Merger Sub each has the corporate
power and corporate authority to enter into, execute, deliver and
perform its obligations under the terms of each of the Merger
Documents to which it is a party and to incur the obligations
provided for therein.  The execution, delivery and performance of
each of the Merger Documents has been duly authorized by all
necessary corporate action on the part of the Company and Merger
Sub.  Each officer of the Company and Merger Sub executing the
Merger Documents has been duly authorized to execute and deliver
the Merger Documents on behalf of the Company and Merger Sub.

          3.   Each Merger Document has been duly executed and
delivered by the Company and Merger Sub and constitutes the valid
and legally binding obligation of the Company and Merger Sub.
The Merger Documents are enforceable against the Company and
Merger Sub in accordance with their respective terms (a) except
as such enforcement may be limited by bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights generally; and (b) subject to general principles of
equity, regardless of whether such enforceability is considered
in a proceeding in equity or at law.

          4.   Upon the filing of the Certificate of Merger in
accordance with the DGCL, the Merger will be consummated in
accordance with the Merger Documents and applicable law.

          5.   No state or federal law or regulation requires any
consent or waiver of, filing with, authorization, approval or
other action by any federal, state or other governmental
authority or regulatory body, which has not already been obtained
or done, and which is required in connection with the execution,
delivery and performance by the Company and Merger Sub of any of
the Merger Documents or is required as a condition to the
validity or enforceability of any of the Merger Documents.  To
the best of our knowledge, no consent or waiver of, filing with,
authorization, approval or other action by any shareholder or any
other person, which has not already been obtained or done, is
required in connection with the execution, delivery and
performance by the Company and Merger Sub of any of the Merger
Documents or is required as a condition to the validity or
enforceability of any of the Merger Documents.

          6.   The execution, delivery and performance of the
Merger Documents by the Company and Merger Sub does not
(a) conflict with, constitute an event of default under, or
result in a breach or violation of the general corporation laws
of the State of Delaware and the federal laws of the United
States and (b) result in a breach or violation of the Certificate
of Incorporation or By-Laws of the Company and Merger Sub as
currently in effect.  To the best of our knowledge, the
execution, delivery and performance of the Merger Documents by
the Company and Merger Sub will not (a) result in a violation of
any judgment, order, writ, injunction or decree and (b) result in
the creation of any lien or other encumbrance on any of the
assets or capital stock of either the Company or Merger Sub.

          We are members of the Bar of the State of New York and
do not purport to be experts in the laws of any jurisdiction
other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal law of
the United States.  Accordingly, we express no opinion herein as
to the laws of any jurisdiction other than the State of New York
and the United States.  To the extent that this opinion expresses
an opinion with respect to the laws of Nevada, such opinion is
based exclusively on the attached opinion of Hale Lane Peek
Dennison Howard & Anderson attached hereto.

          This opinion is rendered solely for your benefit.  The
opinion set forth herein may not be relied upon by any other
person without our prior written consent.

                              Very truly yours,







ANB/mg


                                                   EXHIBIT 7.3(b)

                                 , 2000


Initio, Inc.

        , New Jersey

Gentlemen:

          We have acted as counsel to Inculab, Inc.,(the
"Company"), a Delaware corporation, in connection with the
execution and delivery of (i) the Agreement and Plan of Merger
and Reorganization, dated as of July __, 2000 (the "Merger
Agreement"), among the Company, Saturn Acquisition Corp., a
Delaware corporation ("Merger Sub"), and Initio, Inc., a Nevada
corporation ("Initio"), certain shareholders of the Company and
certain shareholders of Initio, and (ii) other instruments,
documents and agreements executed and delivered by the Company
and Merger Sub pursuant to the Merger Agreement (collectively
referred to herein, together with the Merger Agreement, as the
"Merger Documents").

          This opinion is given pursuant to Section 7.3(b) of the
Merger Agreement.  Capitalized terms not otherwise defined have
the meanings assigned to them in the Merger Agreement.

          We have examined originals or copies, certified or
otherwise identified to our satisfaction, of all such records of
the Company, agreements and other instruments, certificates of
officers of the Company, certificates of public officials and
other documents which we have deemed necessary as a basis for the
opinions hereinafter expressed.  In rendering this opinion, we
have assumed the genuineness of all signatures (other than those
on behalf of the Company, the authenticity of all documents
submitted to us as originals, and the conformity to the originals
of all documents submitted to us as certified, conformed or
photostatic copies.

          We have not been asked to pass upon the power and
authority either to enter into the Merger Agreement of any party
other than the Company or to effect the transactions contemplated
thereby and, for the purposes of this opinion, we are assuming
without investigation that (i) Initio and Merger Sub each has all
requisite power and authority and each has taken all necessary
corporate action to enter into the Merger Agreement and to effect
such transactions, and (ii) that each of the Merger Documents has
been duly executed and delivered by and is valid and binding on
and enforceable against, all parties thereto other than the
Company.

          Based on the foregoing and upon such investigation of
law as we have deemed necessary, it is our opinion that:

          1.   The Company  is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.  The Company has the corporate power and corporate
authority to own, lease and operate its property and to carry on
its business as now conducted.

          2.   The Company has the corporate power and corporate
authority to enter into, execute, deliver and perform its
obligations under the terms of each of the Merger Documents to
which it is a party and to incur the obligations provided for
therein.  The execution, delivery and performance of each of the
Merger Documents has been duly authorized by all necessary
corporate action on the part of the Company.  Each officer of the
Company executing the Merger Documents has been duly authorized
to execute and deliver the Merger Documents on behalf of the
Company.

          3.   Each Merger Document has been duly executed and
delivered by the Company and constitutes the valid and legally
binding obligation of the Company.  The Merger Documents are
enforceable against the Company in accordance with their
respective terms (a) except as such enforcement may be limited by
bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally; and (b) subject to
general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

          4.   Upon the filing of the Certificate of Merger in
accordance with the DGCL, the Merger will be consummated in
accordance with the Merger Documents and applicable law.

          5.   No state or federal law or regulation requires any
consent or waiver of, filing with, authorization, approval or
other action by any federal, state or other governmental
authority or regulatory body, which has not already been obtained
or done, and which is required in connection with the execution,
delivery and performance by the Company of any of the Merger
Documents or is required as a condition to the validity or
enforceability of any of the Merger Documents.  To the best of
our knowledge, no consent or waiver of, filing with,
authorization, approval or other action by any shareholder or any
other person, which has not already been obtained or done, is
required in connection with the execution, delivery and
performance by the Company of any of the Merger Documents or is
required as a condition to the validity or enforceability of any
of the Merger Documents.

          6.   The execution, delivery and performance of the
Merger Documents by the Company does not (a) conflict with,
constitute an event of default under, or result in a breach or
violation of the general corporation laws of the State of
Delaware and the federal laws of the United States, and
(b) result in a breach or violation of the Certificate of
Incorporation or By-Laws of the Company as currently in effect.
To the best of our knowledge, the execution, delivery and perfor
mance of the Merger Documents by the Company will not (y) result
in a violation of any judgment, order, writ, injunction or
decree, and (z) result in the creation of any lien or other
encumbrance on any of the assets or capital stock of the Company.

          We are members of the Bar of the State of New York and
do not purport to be experts in the laws of any jurisdiction
other than the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal law of
the United States.  Accordingly, we express no opinion herein as
to the laws of any jurisdiction other than the State of New York
and the United States.

          This opinion is rendered solely for your benefit.  The
opinion set forth herein may not be relied upon by any other
person without our prior written consent.

                              Very truly yours,







                                                   Exhibit 7.3(c)
                      CONSULTING AGREEMENT



               AGREEMENT made the ____ day of _________, 2000 by

and between INITIO, INC. (the "Company"), a Nevada corporation

having an office at _________________________________________,

and Fox DeStefano & Associates LLC ("Consultant"), a Nevada

limited liability corporation having an office at 10 Henry

Street, Teterboro, New Jersey 07608.

                      W I T N E S S E T H:

          WHEREAS, the Company and Inculab, Inc. are parties to

an Agreement and Plan of Merger and Reorganization dated as of

July __, 2000 (the "Merger Agreement");

          WHEREAS, the Company desires to secure the consulting

services of Consultant and Consultant desires to provide such

services to the Company.

          NOW THEREFORE, in consideration of the mutual promises

contained herein, the parties agree as follows:

          1.  Term and Performance.  For the period beginning on

the date of this Agreement and ending on December 31, 2004,

Consultant hereby agrees that it will provide to the Company

services (the "Consulting Services") which shall consist of the

advice and services of Martin Fox ("Fox") and Daniel DeStefano

("DeStefano"), reasonably requested by the Company relating to

the management of Initio, Inc. and its subsidiaries.  This

Agreement shall terminate in the event of the death or physical

or mental incapacity of both Fox and DeStefano, provided that

such incapacity shall continue for a consecutive period of 120

days and shall prevent Fox or DeStefano, as the case may be, from

performing this Agreement.  The Consultant shall be generally

available to the Company during normal business hours.

          2.  Compensation.  As compensation for the performance

of the Consulting Services, Consultant shall receive Six Thousand

Dollars ($6,000.00) on the first day of each calendar month

(prorated with the respect to the first month of this Agreement

if the Closing under the Merger Agreement does not take place on

the first day of a month) until December 31, 2004 for up to 40

hours per month of consulting services.  In the event the Company

desires additional consulting services above the 40 hours,

Company will be billed at the rate of $200.00 per hour for each

hour (or part thereof) devoted by either of Fox or DeStefano upon

the request of the Company.  The Company will pay for the

Consulting Services within five days after being billed therefore

by Consultant.

          3.  Expenses.  In the event the Company desires that

Consultant consult on a specific project, the Company shall pay

or reimburse Consultant for all reasonable travel, hotel and

other business expenses incurred in the performance of

Consultant's duties on such specific project.  The Company shall

make such payment promptly after submission of appropriate

vouchers and other supporting data.

          4.  Offices.  From the date hereof until December 31,

2004, the Company shall provide office space to Consultant at the

Company's facility located at 10 Henry Street, Teterboro, New

Jersey 07608, or such other location within New Jersey as the

Company shall determine, together with telephone and related

services, as needed, which shall include services of two

assistants which will be provided without cost to Consultant.

          5.  Automobiles.  From the date hereof until December

31, 2004, the Company shall pay all usual costs and expenses to

operate and maintain two automobiles for the use of Consultant.

          6.  Confidential Information.  Consultant shall hold in

strict confidence and shall not use or otherwise publicly

disclose, and shall cause its officers, attorneys, accountants

and other representatives to hold in strict confidence and not to

use or publicly disclose, all information furnished or made

available by the Company which the Company indicates in advance

is confidential, other than information which is or becomes

publicly available or otherwise in the public domain.  Upon the

termination of this Agreement, Consultant shall, upon request,

return to the Company all written information so furnished and

all copies thereof and extracts therefrom.

          7.   Representations.  Consultant represents and

warrants to and agrees with the Company that neither the

execution nor performance by Consultant of this Agreement is

prohibited by or constitutes or will constitute, directly or

indirectly, a breach or violation of, or will be adversely

affected by, any written or other agreement to which Consultant

is or has been a party or by which it is bound.

          8.   Miscellaneous.

               (a)  Notices.  Except as otherwise provided

herein, all notices under this Agreement shall be in writing and

shall be deemed to have been duly given if personally delivered

against receipt or if mailed by first class registered  or

certified mail, return receipt requested, addressed to the

Company or to Consultant at their respective addresses set forth

on the first page of this Agreement, or to such other person or

address as may be designated by like notice hereunder.  Any such

notice shall be deemed to have been given on the day delivered,

if personally delivered, or on the second day after the date of

mailing if mailed.

               (b)  Parties in Interest.  This Agreement shall be

binding upon and inure to the benefit of and be enforceable by

the parties hereto and their respective heirs, legal

representatives, successors and, in the case of the Company,

assigns, but no other person shall acquire or have any rights

under or by virtue of this Agreement, and the obligations of

Consultant under this Agreement may not be assigned or delegated.

               (c)  Governing Law; Severability.  This Agreement

shall be governed by and construed and enforced in accordance

with the laws and decisions of the State of Nevada applicable to

contracts made and to be performed therein without giving effect

to the principles of conflict of laws.  The invalidity or

unenforceability of any other provision of this Agreement, or the

application thereof to any person or circumstance, in any

jurisdiction shall in no way impair, affect or prejudice the

balance of this Agreement, which shall remain in full force and

effect, or the application thereof to other persons and

circumstances.

               (d)  Entire Agreement; Modification; Waiver;

Interpretation.  This Agreement contains the entire agreement and

understanding between the parties with respect to the subject

matter hereof and supersedes all prior negotiations and oral

understandings, if any.  Neither this Agreement nor any of its

provisions may be modified, amended, waived, discharged or

terminated, in whole or in part, except in writing signed by the

party to be charged.  No waiver of any such provision or any

breach of or default under this Agreement shall be deemed or

shall constitute a waiver of any other provision, breach or

default.  All pronouns and words used in this Agreement shall be

read in the appropriate number and gender, the masculine,

feminine and neuter shall be interpreted interchangeably and the

singular shall include the plural and vice versa, as the

circumstances may require.



               IN WITNESS WHEREOF, the parties have duly executed

this Agreement as of the date first above written.



                              INITIO, INC.


                              By:___________________________
                                                     (Title)



                              FOX DESTEFANO & ASSOCIATES LLC


                              By:___________________________
                                    Martin Fox, President



                                                   Exhibit 7.3(d)

                         VOTING AGREEMENT


          AGREEMENT dated as of the ____ day of ________, 2000 by

and between INCULAB, INC., having an office at Trump Building, 40

Wall Street, 59th Floor, New York, New York 10005  ("Inculab"), and

the persons and entities set forth on the signature page hereof

(collectively hereinafter referred to as the "Inculab Principal

Shareholders").

          WHEREAS, the Inculab Principal Shareholders will have

sole or shared voting power over the common shares, $.01 par value

per share ("Common Shares"), of Initio, Inc. (the "Company") as

more specifically set forth in Exhibit A attached hereto upon the

consummation of the transactions provided for in the Agreement and

Plan of Merger and Reorganization dated as of July __, 2000 by and

among Initio, Inc., Inculab, Inc. and Certain Shareholders (the

"Merger Agreement"); and

          WHEREAS, the execution of this Agreement by the parties

hereto is a condition precedent to the consummation of the

transactions provided for in the Merger Agreement.

          NOW, THEREFORE, in consideration of the mutual promises

contained herein, the parties hereto agree as follows:

          1.  Voting by Principal Shareholders.

          Each of the Inculab Principal Shareholders agrees that,

so long as the persons and entities set forth on Exhibit B attached

hereto (the "Initio Shareholders") shall own any Shares (as that

term is defined in the Merger Agreement), each of the Inculab

Principal Shareholders shall vote all of its Common Shares, whether

now owned or hereafter acquired, for the election as director of

the Company of the two designees of Initio Shareholders at any

meeting of the Company's shareholders at which such designee shall

be nominated as a director.  Without limiting the generality of the

foregoing, the Inculab Principal Shareholders agree to execute and

deliver any and all documents, agreements and instruments,

including, without limitation, proxies, as the Initio Shareholders

shall reasonably request so that the designees of the Initio

Shareholders shall, at all times while the Initio Shareholders own

Shares, be directors of the Company.

          2.  Transfer of Common Shares to Affiliates.  During the

term of this Agreement, neither the Inculab Principal Shareholders

nor any other person who shall become a party to or bound by this

Agreement shall transfer any Common Shares, whether now or

hereafter acquired by it, without first obtaining the written

agreement of such affiliate to be bound by and subject to the terms

and conditions of this Agreement, with the same force and effect as

if such person were named as a party to this Agreement or as a

Inculab Principal Shareholder hereunder or (ii) pursuant to a

registration statement without the prior written approval of the

Initio Shareholders, which approval shall not be unreasonably

withheld.

          3.  Violation of Agreement; Consent to Injunctive Relief.

Each of the Inculab Principal Shareholders recognizes and agrees

that any violation of any of his obligations set forth in this

Agreement would cause irreparable damage which could not be

compensated by monetary damages.  Accordingly, in the event of any

breach of a Inculab Principal Shareholder's obligations under this

Agreement, such Inculab Principal Shareholder consents to the entry

of injunctive relief by a court of competent jurisdiction

restraining any such violation or threatened violation in addition

to any other remedies available at law or in equity.

          4.  Representations.  Each of the Inculab Principal

Shareholders represents and warrants that, at the date hereof, he

or it is the sole record and beneficial owner of the Common Shares

set forth opposite his or its name on Exhibit A to this Agreement.

          5.  Further Assurances.  From and after the date of this

Agreement, the parties hereto shall from time to time, at the

request of any other party and without further consideration, do,

execute and deliver, or cause to be done, executed and delivered,

all such further acts, things and instruments as may be reasonably

requested or required more effectively to evidence and give effect

to the transactions provided for in this Agreement.

          6.  Notices.  All notices, requests, demands and other

communications required or permitted under this Agreement shall be

in writing and shall be deemed to have been duly given if

personally delivered or if mailed by first class registered or

certified mail return receipt requested, or by first class mail or

overnight courier if received, addressed to the parties at their

respective addresses set forth on the first page of this Agreement,

or to such other person or address as may be designated by like

notice hereunder.

          7.  Modifications.  This Agreement may not be modified or

discharged orally, but only in writing duly executed by the party

to be charged.

          8.  Successors and Assigns.  All the covenants,

stipulations, promises and agreements in this Agreement shall bind

the parties' respective heirs, successors and assigns, whether so

expressed or not.

          9.  Headings.  The headings of the various sections of

this Agreement are for convenience of reference only and shall in

no way modify any of the terms or provisions of this Agreement.



              [This space intentionally left blank.]

          10.  Governing Law.  This Agreement shall be governed by

and construed in accordance with the laws of the State of Nevada

applicable to instruments made and to be performed entirely within

such State.

          11.  Counterparts.  This Agreement may be executed in two

or more counterparts, each of which shall be deemed an original but

all of which together shall constitute one and the same document.


          IN WITNESS WHEREOF, the parties have duly executed this

Agreement as of the date and year first above written.


                              INCULAB, INC.


                              By:
                                   Joseph DeSena, Vice President
                                   - Business Development

                              MOLINARI FAMILY PARTNERSHIP, LP


                              By:
                                 Vincent Molinari, General Partner

                              GLOBAL LINK (CHINA) COMPANY LIMITED


                              By:
                                       John Fung, President




                                         Joseph DeSena


I:\INIT\80039IM3.019
                             EXHIBIT A

                                to

                         VOTING AGREEMENT



                      Principal Shareholders


                                      No. of                %
         Name                         Shares            Ownership

Molinari Family Partnership, L.P.
Global Link (China) Company Limited
Joseph DeSena















I:\INIT\80039IM.019
                             EXHIBIT B

                                to

                         VOTING AGREEMENT



                        Initio Shareholders



                           Name

                 (1)Daniel DeStefano

                 (1)Daniel DeStefano
                 Retirement Plan Trust
                 Trustee:  Daniel DeStefano

                 DeStefano Children Trust
                 c/o John McConeghy
                 42 Sterling Lane
                 Wayne, New Jersey 07470
                 Trustees:  John McConeghy
                            Alfred DeStefano

                 (1)Martin Fox

                 (1)Martin Fox Retirement Plan Trust

                 (1)Samantha Fox Trust
                    Trustees:  Martin Fox,
                    Rita Fox, Melvyn I. Weiss

                 (1)Joshua Fox Trust
                    Trustees:  Martin Fox,
                    Rita Fox, Melvyn I. Weiss





I:\INIT\80039IM3.019
_______________________________
     (1)       The address for these individuals and entities is c/o
          Initio,  Inc.,  10  Henry Street, Teterboro,  New  Jersey
          07608.



                       AGREEMENT AND PLAN

                  OF MERGER AND REORGANIZATION





                          BY AND AMONG



                          INITIO, INC.

                    SATURN ACQUISITION CORP.,

                          INCULAB, INC.

                               AND

                      CERTAIN SHAREHOLDERS











                       TABLE OF CONTENTS

ARTICLE ITHE MERGER                                             2
     SECTION 1.2    Effective Time                              2
     SECTION 1.3    Effect of the Merger                        2
     SECTION 1.4    Certificate of Incorporation; By-Laws       2
     SECTION 1.5    Directors and Officers                      3
     SECTION 1.6    Company Recapitalization                    3
     SECTION 1.7    Effect on Capital Stock                     5
     SECTION 1.8    Exchange of Certificates                    5
     SECTION 1.9    No Further Transfers of Inculab Shares      5
     SECTION 1.10   Lost, Stolen or Destroyed Certificates      5

ARTICLE IIREPRESENTATIONS AND WARRANTIESOF THE COMPANY AND MERGER SUB 6

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF INCULAB            6

ARTICLE IVREPRESENTATIONS AND WARRANTIESOF THE PRINCIPAL
     SHAREHOLDERS                                               6

ARTICLE V AGREEMENTS PENDING THE MERGER                         6
     SECTION 5.1    Conduct of Business Pending the Merger      6
     SECTION 5.2    No Solicitation of Transactions             8
     SECTION 5.3    Confidentiality                             9
     SECTION 5.4    Access to Information                      10
     SECTION 5.5    SEC Filings                                10
     SECTION 5.6    Notification of Certain Events             10
     SECTION 5.7    Public Announcements                       11
     SECTION 5.8    Conveyance Taxes                           11

ARTICLE VI                                  ADDITIONAL AGREEMENTS     11
     SECTION 6.1    The Company's Stockholders' Meeting        11
     SECTION 6.2    Inculab's Stockholder Meeting              11
     SECTION 6.3    Directors' and Officers' Indemnification and
          Insurance 12
     SECTION 6.4    Audited Financial Statements               12
     SECTION 6.6    Further Assurances                         13

ARTICLE VII    CONDITIONS TO THE MERGER                        13
     SECTION 7.1    Conditions to Obligation of Each Party to
          Effect the Merger                                    13
     SECTION 7.2    Additional Conditions to Obligations of
          Inculab   14
     SECTION 7.3    Additional Conditions to Obligation of the
          Company   15

ARTICLE VIII   TERMINATION                                     16
     SECTION 8.1    Termination                                16
     SECTION 8.2    Effect of Termination                      16
     SECTION 8.3    Fees and Expenses                          16

ARTICLE IX                                     GENERAL PROVISIONS     17
     SECTION 9.1    Final Disclosure Schedules                 17
     SECTION 9.2    Notices                                    17

ARTICLE XMISCELLANEOUS                                         18
     SECTION 10.1   Amendment                                  18
     SECTION 10.2   Waiver                                     18
     SECTION 10.3   Headings                                   19
     SECTION 10.4   Severability                               19
     SECTION 10.5   Entire Agreement                           19
     SECTION 10.6   Assignment                                 19
     SECTION 10.7   Parties in Interest                        19
     SECTION 10.8   Failure or Indulgence Not Waiver; Remedies 19
     SECTION 10.9   Governing Law                              19
     SECTION 10.10  Counterparts                               20





                  AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER, dated as of July __, 2000
(this "Agreement"), among INITIO, INC., a Nevada corporation (the
"Company"), SATURN ACQUISITION CORP., a Delaware corporation and
wholly owned subsidiary of the Company ("Merger Sub"),  INCULAB,
INC., a Delaware corporation ("Inculab"), the shareholders of the
Company executing this Agreement (each a "Company Principal
Shareholder" and collectively the "Company Principal
Shareholders"), and the shareholders of Inculab executing this
Agreement (each an "Inculab Principal Shareholder" and
collectively the "Inculab Principal Shareholders").

                      W I T N E S S E T H:

     WHEREAS, the respective Boards of Directors of the Company,
Merger Sub and Inculab have each determined that it is advisable
and in the best interests of their respective companies and
shareholders that the Company acquire Inculab upon the terms and
subject to the conditions set forth herein and in furtherance of
such acquisition, such Boards of Directors have approved a plan
of reorganization by means of the merger of Merger Sub with and
into Inculab (the "Merger");

     WHEREAS, in furtherance of such transaction, the respective
Boards of Directors of the Company, Merger Sub and Inculab and
the Shareholders of each of Inculab and the Company, have
approved the Merger in accordance with the applicable provisions
of the Nevada General Corporation Law ("NGCL") and the Delaware
General Corporation Law ("DGCL");

     WHEREAS, for United States federal income tax purposes, it
is intended that the Merger shall qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), and that this Agreement be, and
it hereby is, adopted as a plan of reorganization for purposes of
Section 368(a) of the Code;

     WHEREAS, as a condition and inducement to entering into this
Agreement and incurring the obligations set forth herein, the
Company Principal Shareholders, among other things, have agreed
herein to vote their respective shares in favor of the
recapitalization and the Merger; and

     WHEREAS, the parties desire to make certain representations,
warranties and agreements in connection with the Merger and to
establish certain conditions to the Merger.

     NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the parties agree as follows:

                           ARTICLE I

                           THE MERGER

SECTION I.1    The Merger.

     (a)  Effective Time.  At the Effective Time (as defined in
Section 1.2), and subject to and upon the terms and conditions of
this Agreement, the NGCL and the DGCL, Merger Sub shall be merged
with and into Inculab, the separate corporate existence of Merger
Sub shall cease, and Inculab shall continue as the surviving
corporation.  Inculab as the surviving corporation after the
Merger is hereinafter sometimes referred to as the "Surviving
Corporation."

     (b)  Closing.  Unless this Agreement shall have been
terminated and the transactions herein contemplated shall have
been abandoned pursuant to Section 8.1, and subject to the
satisfaction or waiver of the conditions set forth in Article
VII, the consummation of the Merger (the "Closing") will take
place as promptly as practicable (and in any event within five
business days) after satisfaction or waiver of the conditions set
forth in Article VII, at the offices of Milberg Weiss Bershad
Hynes & Lerach LLP, One Pennsylvania Plaza, New York, New York
10119, unless another date, time or place is agreed to in writing
by the parties hereto.

SECTION I.2    Effective Time.  As promptly as practicable after
the satisfaction or waiver of the conditions set forth in Article
VII, the parties hereto shall cause the Merger to be consummated
by filing articles of merger as contemplated by the DGCL (the
"Certificate of Merger") with the Secretary of State of the State
of Delaware in such form as required by, and executed in
accordance with the relevant provisions of, the DGCL (the date
and time of such filing being hereinafter referred to as the
"Effective Time").

SECTION I.3    Effect of the Merger.  (a)  At the Effective Time,
the effect of the Merger shall be as provided in this Agreement,
the Certificate of Merger, and the applicable provisions of the
NGCL and DGCL.  Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time, all the property,
rights, privileges, powers and franchises of Merger Sub shall
vest in the Surviving Corporation, and all debts, liabilities and
duties of Merger Sub shall become the debts, liabilities and
duties of the Surviving Corporation in accordance with the NGCL
and the DGCL.

SECTION I.4    Certificate of Incorporation; By-Laws.

     (a)  Certificate of Incorporation.  At the Effective Time,
the Articles of Incorporation of Inculab shall be amended to be
substantially similar to the form attached hereto as Exhibit
1.4(a), and shall be the Articles of Incorporation of the
Surviving Corporation until thereafter amended in accordance with
the DGCL or the NGCL as the case may be and such Articles of
Incorporation.

     (b)  By-Laws.  The By-Laws of Inculab, as in effect
immediately prior to the Effective Time, a copy of which is
attached as Exhibit 1.4(b), shall be the By-Laws of the Surviving
Corporation until thereafter amended in accordance with the DGCL,
the Articles of Incorporation of the Surviving Corporation and
such By-Laws.

SECTION I.5    Directors and Officers.  The directors of Inculab
immediately prior to the Effective Time shall be the initial
directors of the Surviving Corporation, each to hold office in
accordance with the Articles of Incorporation and By-Laws of the
Surviving Corporation, and the officers of Inculab immediately
prior to the Effective Time shall be the initial officers of the
Surviving Corporation, in each case until their respective
successors are duly elected or appointed and qualified.

SECTION I.6    Company Recapitalization.  Prior to the Effective
Time, and in accordance with the applicable provisions of the
NGCL, the Company shall take all necessary action, including,
without limitation:

     (a)  Company Reverse Stock Split.  (i)  The Company shall
obtain the consent of its stockholders, to reverse split its
Common Stock, par value $0.01 per share ("Common Stock"), so that
each three (3) shares of Common Stock shall be converted and
reclassified into two (2) shares of Common Stock, par value
$0.015 per share ("Company Shares").

          (ii) Value Support Rights.  As part of the Company
reverse stock split, each beneficial owner of Company Shares
immediately prior to the Effective Time shall receive one Value
Support Right per one Company Share evidenced by a certificate in
substantially in the form of Exhibit 1.6(a)(ii) to this
Agreement, provided, however, that such Value Support Rights
shall not be issued to (A) the Company's Principal Shareholders
or the purchaser of Common Stock from the Company's Principal
Shareholders; and (B) any record owner or beneficial owner to the
extent that such record owner or beneficial owner is acting in
its capacity as a broker, dealer, bank or other similar
institutional fiduciary.  The Company shall take all steps
necessary to identify the beneficial owners, issue the Value
Support Rights and, if necessary, redeem the Value Support Rights
as contemplated by the certificate.  Prior to the Closing, the
Company and Inculab shall have the right, by mutual agreement, to
interpret the Value Support Rights and prescribe such additional
procedures as they shall deem necessary or appropriate.  After
the Closing, the directors of the Company who are not the
Company's Principal Shareholders shall have the right by majority
vote to interpret the Value Support Rights and prescribe such
additional procedures as they deem necessary or appropriate.  Any
such interpretation or prescription of procedures shall be final
and binding on all persons; and

          (iii)     Class A Common Stock.  As part of the Company
reverse stock split, the Company shall amend its Certificate of
Incorporation to provide for Class A Common Stock.  Prior to the
Effective Time, each Company Principal Shareholder shall exchange
his or its Common Stock for an equivalent number of the Company's
Class A Common Stock (the "Class A Shares").  The Class A Shares
shall be identical to the Company Shares except that:

               (A)  Purchase and Sale:  Upon the terms and
subject to the conditions contained in the Class A Shares, the
holders of Class A Shares (each a "Class A Holder") shall have
the limited right to require the Company to purchase all or any
portion of such Class A Shares, and the Company shall be
obligated to purchase such Class A Shares, in the event the right
is exercised (the "Sale Right").  On the Sale Right Closing Date
(as that term is hereinafter defined), Class A Holders shall
deliver to the Company certificates representing the Class A
Shares duly endorsed or accompanied by stock powers duly endorsed
in blank with all stock transfers and required documentary stamps
affixed together with a certificate signed by each Class A Holder
or the personal representative or executor of the estate of the
Class A Holder, as the case may be, to the effect that the Class
A Shares are (and the Class A Shares shall be delivered) free and
clear of all liens, encumbrances or rights of third parties of
every nature whatsoever, except such as are provided for
hereunder or under applicable Federal or state securities laws.

               (B)  Purchase Price.  The purchase price for the
Class A Shares shall be Seven Dollars Fifty Cents ($7.50) per
share payable at the Sale Right Closing in cash.

               (C)  Exercise Period and Sale Right Closing.  The
Sale Right shall be exercisable for a period of thirty days
beginning on the date which is the first anniversary of the
Effective Time of the Merger and ending on the thirtieth day
after such first anniversary.  The closing of the purchase and
sale of the Class A Shares (the "Sale Right Closing") shall take
place at the offices of Milberg Weiss Bershad Hynes & Lerach LLP,
One Pennsylvania Plaza, New York, New York 10119, at 10:00
o'clock a.m. on such date (the "Sale Right Closing Date") as
shall be specified by the Class A Holders in a written notice
given to the Company during the exercise period at least 30 days
prior to the designated Sale Right Closing Date, or at such other
time, date and/or place as may be agreed to by the parties.

               (D)  Guarantee; Security.  The Surviving
Corporation hereby guarantees the obligations of the Company
pursuant to the Sale Right.  As security for the payment of the
Sale Right, each of the Company and the Surviving Corporation
shall execute and deliver a security agreement, substantially in
the form of Exhibit 1.6(a)(iii)(D) hereto, which shall provide
for a security interest in all of the assets of each of the
Company and the Surviving Corporation.

               (E)  Majority of Directors.  In the event of a
failure by the Company to purchase any Class A Shares after
notice of any Class A Holder exercising the Sale Right, in
addition to the other remedies available to the Class A Holders,
the Company shall nominate, and use its best efforts to have
promptly elected or appointed, such number of individuals as
shall give the Class A Holders a majority of the total number of
directors of the Company for so long as the Company has not
fulfilled its obligations hereunder.

               (F)  Amended By-Laws.  To facilitate the
foregoing, the Company shall, concurrently with the execution of
the Certificate of Amendment, amend its by-laws in a manner
satisfactory to the Class A Holders and the Company shall not
change such amended provision of its by-laws without the consent
of the Class A Holders.

               (G)  Transfer.  In the event a Class A Holder
transfers any of his or its shares, the shares so transferred
shall no longer be subject to the Sale Right and shall be deemed
to be Company Shares without any right to a Value Support Right
as provided in Section 1.6(a)(ii) hereof.

SECTION I.7    Effect on Capital Stock.  At the Effective Time,
by virtue of the Merger and without any additional action on the
part of either Inculab, the Company, Merger Sub or the Company
Principal Shareholders:

     (a)  Capital Stock of Inculab.  Each share of common stock,
$0.001 par value, of Inculab issued and outstanding immediately
prior to the Effective Time (an "Inculab Share" and collectively,
the "Inculab Shares") shall be converted into and exchanged for
validly issued, fully paid and nonassessable shares of common
stock, $0.015 par value, of the Company so that, immediately
after the Effective Time and after giving effect to the
recapitalization contemplated by Section 1.6 hereof, 90% of the
aggregate number of issued and outstanding Company Shares,
without regard to treasury shares, shall be owned by former
shareholders of Inculab.

     (b)  Cancellation.  Each Inculab Share held in the treasury
of Inculab immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the
holder thereof, cease to be outstanding, be canceled, retired and
cease to exist without payment of any consideration therefor.

     (c)  Inculab Stock Rights.  After the Effective Time, each
holder of any option, warrant or other right to purchase Inculab
Shares (each an "Inculab Option" and collectively, the "Inculab
Options"), which is exercisable at the Effective Time, shall have
the same rights of exercise of such option, warrant or other
right as prior to the Effective Time, and shall, upon exercise of
such option, warrant or other right, receive such number of
Company Shares as the holder would have been entitled to receive
had the holder exercised his right immediately prior to the
Effective Time and been the holder of Inculab Shares at the
Effective Time, provided, however, that, as of the Effective Time
no employee option of Inculab shall have a vesting schedule over
a period less than five years and such options shall be incentive
stock options to the extent permitted by applicable law.  Each
holder of an Inculab Option, which is not exercisable at the
Effective Time, shall have the right to purchase the same number
of shares of the Company (after giving effect to the
recapitalization contemplated by Section 1.6) as were subject to
such Inculab Option at the same price as the Inculab Option was
exercisable.

SECTION I.8    Exchange of Certificates; No Fractional Shares.
At the Effective Time, each Inculab Shareholder shall surrender
its, his or her Inculab Shares, free and clear of all liens,
claims, encumbrances, restrictions and voting agreements of every
kind to the Company and shall receive in exchange therefor a
certificate or certificates representing the number of Company
Shares into which the Inculab Shares have been converted in
accordance with Section 1.7(a).  In no event shall any fractional
shares of the Company be issued and all calculations of shares
with respect to Company Shares under this Agreement shall be
rounded down to their nearest whole number and no cash payment
shall be due with respect to such fractional shares.

SECTION I.9    No Further Transfers of Inculab Shares. At the
Effective Time, the stock transfer books of Inculab shall be
closed and there shall be no further registration of transfers on
the records of Inculab of Inculab Shares which were outstanding
immediately prior to the Effective Time.  If, after the Effective
Time, certificates evidencing Inculab Shares are presented to the
Surviving Corporation for any reason, they shall be canceled and
exchanged as provided in this Article I.
SECTION I.10   Lost, Stolen or Destroyed Certificates.  In the
event any certificates evidencing Inculab Shares shall have been
lost, stolen or destroyed, the Company shall deliver the Company
Shares as required pursuant to this Article I, in exchange for
such lost, stolen or destroyed certificates, upon the making of
an affidavit of that fact by the holder thereof and delivery of a
bond in such sum as the Company may reasonably direct as
indemnity against any claim that may be made against the Company
or Inculab with respect to the certificates alleged to have been
lost, stolen or destroyed.

                           ARTICLE II

                 REPRESENTATIONS AND WARRANTIES
                  OF THE COMPANY AND MERGER SUB

     The Company and Merger Sub hereby represent and warrant to
Inculab and the Inculab Principal Shareholders those matters as
are set forth in Exhibit 2.

                          ARTICLE III

            REPRESENTATIONS AND WARRANTIES OF INCULAB

     Inculab hereby represents and warrants to the Company and
the Company Principal Shareholders those matters as are set forth
in Exhibit 3.

                           ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES
                  OF THE PRINCIPAL SHAREHOLDERS

     The Company Principal Shareholders hereby severally and not
jointly represent and warrant to Inculab and the Inculab
Principal Shareholders those matters as are set forth in Exhibit
4A.  The Inculab Principal Shareholders hereby severally and not
jointly represent and warrant to the Company and the Company
Principal Shareholders those matters as are set forth in
Exhibit 4B.

                            ARTICLE V

                  AGREEMENTS PENDING THE MERGER


SECTION V.1    Conduct of Business Pending the Merger.  Each of
Inculab and the Company covenants and agrees that, during the
period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Effective
Time, unless each of the other parties to this Agreement shall
otherwise agree in writing, each of Inculab and the Company shall
conduct its business only in the ordinary course of business and
in a manner consistent with past practice.  By way of
amplification and not limitation, except as contemplated by this
Agreement, neither Inculab nor the Company shall, during the
period from the date of this Agreement and continuing until the
earlier of the termination of this Agreement or the Effective
Time, directly or indirectly do, or propose to do, any of the
following without the prior written consent of each of the other
parties this Agreement:

     (a)  amend or otherwise change their respective Certificates
of Incorporation or By-Laws;

     (b)  except as set forth in Schedule 5.1(e) issue, sell,
pledge, dispose of or encumber, or authorize the issuance, sale,
pledge, disposition or encumbrance of, more than 100,000 shares
in the aggregate or 25,000 shares in any one transaction of their
respective capital stock of any class, or any options, warrants,
convertible securities or other rights of any kind to acquire any
shares of their respective capital stock, or any other ownership
interest (including, without limitation, any phantom interest,
except for the issuance of shares issuable pursuant to a Company
Option or an Inculab Option) in either the Company or Inculab, as
the case may be;

     (c)  sell, pledge, dispose of or encumber any of their
respective assets, except for sales of (i) immaterial assets not
in excess of $25,000 in the aggregate, (ii) securities in the
ordinary course of business, provided, however, sales may be made
of securities which are listed on the New York Stock Exchange,
American Stock Exchange or Nasdaq which are sold at then
prevailing market prices, (iii) the Company's property in Carson
City, Nevada, in an arms-length, bona fide transaction for a
purchase price in excess of the book value of such property set
forth in the Company's books and records and (iv) Inculab's sale
of securities owned by it issued by Street Solid Records, Inc.;

     (d)  declare, set aside, make or pay any dividend or other
distribution (whether in cash, stock or property or any
combination thereof) in respect of any of their respective
capital stock;

     (e)  (i) except as set forth in Schedule 5.1(e), acquire (by
merger, consolidation, or acquisition of stock or assets) any
corporation, partnership or other business organization or
division thereof or any capital stock or debt instruments
thereof, (ii) incur any indebtedness for borrowed money or issue
any debt securities, except for short-term, working capital and
commercial paper borrowings at any one time outstanding incurred
in the ordinary course of business consistent with past practice,
(iii) assume, guarantee or endorse or otherwise as an
accommodation become responsible for, the obligations of any
person or make any loans or advances, (iv) enter into or amend
any material contract or agreement outside the ordinary course of
business, (v) authorize any capital expenditures or purchase of
fixed assets which are, in the aggregate, in excess of $75,000,
or (vi) enter into or amend any contract, agreement, commitment
or arrangement to effect any of the matters prohibited by this
Section to the Merger Agreement, provided, however, that nothing
contained in this Article V shall be deemed to prohibit either
Inculab or the Company from making one or more investments in any
one entity of less than $250,000 in the aggregate;

     (f)  (i) increase the compensation payable or to become
payable to its officers or employees, (ii) grant any severance or
termination pay to, or enter into any employment or severance
agreement with any officer or other employee who is compensated
in excess of $25,000 per year, or (iii) establish, adopt, enter
into or amend any collective bargaining, bonus, profit sharing,
thrift, compensation, stock option (except acceleration of
nonvested options), restricted stock, pension, retirement,
deferred compensation, employment, termination, severance or
other plan, trust fund, policy or arrangement for the benefit of
any current or former directors, officers or employees, except,
in each case, as may be required by law;

     (g)  except as may be required as a result of a change in
law or in generally accepted accounting principles, take any
action to materially change accounting policies or procedures
(including, without limitation, procedures with respect to
revenue recognition, payments of accounts payable and collection
of accounts receivable); provided, however, this Section 5.1(g)
shall not be applicable to the Company

     (h)  make any material tax election inconsistent with past
practice or settle or compromise any material federal, state,
local or foreign tax liability or agree to an extension of a
statute of limitations;

     (i)  pay, discharge or satisfy any claims, liabilities or
obligations (absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment, discharge or
satisfaction in the ordinary course of business and consistent
with past practice of liabilities either reflected or reserved
against in their respective financial statements or incurred in
the ordinary course of business and consistent with past
practice;

     (j)  take, or agree in writing or otherwise to take, any of
the actions described in this Section or any action which would
make any of their respective representations or warranties
contained in this Agreement untrue or incorrect or cause Inculab
or the Company, as the case may be, not to perform its covenants
hereunder.

SECTION V.2    No Solicitation of Transactions.

     (a)  The Company shall not, directly or indirectly, through
any officer, director, employee, representative or agent of the
Company (i) solicit, initiate or encourage the initiation of any
inquiries or proposals regarding any merger, recapitalization,
sale of substantial assets, sale or exchange of shares of capital
stock (including without limitation by way of a tender offer) or
similar transactions involving the Company other than the Merger
(any of the foregoing inquiries or proposals being referred to
herein as an "Acquisition Proposal"), (ii) except as permitted
below, engage in negotiations or discussions concerning, or
provide any nonpublic information to any person relating to, any
Acquisition Proposal or (iii) except as permitted below, agree
to, approve or recommend any Acquisition Proposal.
Notwithstanding the foregoing, prior to the Effective Time, the
Company may (i) furnish information concerning its business
properties or assets to any person and (ii) participate in
discussions or negotiations with such person concerning an
unsolicited Acquisition Proposal if, with respect to each of
clauses (i) and (ii), in the opinion of the Board, the failure to
provide such information or to engage in such discussions or
negotiations would cause the Board to violate its fiduciary
duties to the Company's stockholders under applicable law.

     (b)  Except as set forth in this Section, neither the Board
nor any committee thereof shall (i) withdraw or modify, or
propose to withdraw or modify, in a manner adverse to Inculab,
the approval or recommendation by the Board or any such committee
thereof of this Agreement or the Merger, (ii) approve or
recommend, or propose to approve or recommend, any Acquisition
Proposal or (iii) enter into any agreement with respect to any
Acquisition Proposal.  Notwithstanding the foregoing, subject to
compliance with the provisions of this Section, prior to the
Effective Time, the Board may withdraw or modify its
recommendation of this Agreement or the Merger, or recommend a
Superior Proposal (as that term is hereinafter defined) and
terminate this Agreement in accordance with Article VIII and,
concurrently with such termination, cause the Company to enter
into an agreement with respect to any Superior Proposal), in each
case at any time after the tenth business day following Inculab's
receipt of written notice from the Company advising Inculab that
the Company has received a Superior Proposal which it intends to
accept, specifying the material terms and conditions of such
Superior Proposal.  In the event that during such ten day period
Inculab offers, in writing, five percent (5%) more than the
amount of the Superior Proposal (the "Inculab Counteroffer"), the
Company shall be required to accept the Inculab Counteroffer.
For purposes of this Agreement, a "Superior Proposal" means any
Acquisition Proposal on terms which the Company's Board
determines, in its good-faith judgment, to be more favorable,
from a financial point of view, to the Company's stockholders
than the Merger and for which there is Committed Financing, to
the extent required.  "Committed Financing" means bridge loan or
bank loan facilities from financial institutions having total
assets in excess of $100 billion committed to be provided
pursuant to an executed agreement.

     (c)  The Company shall, and shall direct or cause its
directors, officers, employees, representatives and agents to,
immediately cease and cause to be terminated any discussions or
negotiations with any parties that may be ongoing on the date
hereof with respect to any Acquisition Proposal.

     (d)  The Company shall promptly (but in no case later than
48 hours) advise Inculab orally and in writing of any proposal,
discussion, negotiation or inquiry received by the Company
regarding any Acquisition Proposal or any request for information
with respect to any Acquisition Proposal, the material terms and
conditions of any proposal, discussion, negotiation or inquiry
received by the Company regarding such Acquisition Proposal or
request and the identity of the person making such Acquisition
Proposal or request or engaging in such discussion or
negotiation.

     (e)  Nothing contained in this Section shall prohibit the
Company from (i) taking and disclosing to its stockholders a
position with respect to any tender or exchange offer by a third
party, pursuant to Rules 14d-9 and 14e-2 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
or (ii) making any disclosure to the Company's stockholders, if
the Board determines in good faith that it is required to do so
in the exercise of its fiduciary duties under applicable law;
provided, however, that neither the Company nor the Board nor any
committee thereof shall, except as permitted by this Section,
withdraw or modify, or propose publicly to withdraw or modify,
its position with respect to this Agreement or the Merger or
approve or recommend, or propose publicly to approve or
recommend, or enter into any agreement with respect to any
Acquisition Proposal.

SECTION V.3    Confidentiality.  The parties hereto shall hold in
strict confidence and shall not use or otherwise publicly
disclose, and shall cause its officers, attorneys, accountants
and other representatives to hold in strict confidence and not to
use or publicly disclose, all information furnished or made
available by any party hereto which such party indicates in
advance is confidential other than information which is or
becomes publicly available or otherwise in the public domain.
Should this Agreement be terminated or the transactions
contemplated hereby not be consummated for any reason, the
parties hereto shall, upon request, return all written
information so furnished and all copies thereof and extracts
therefrom.

SECTION V.4    Access to Information.  Upon reasonable notice,
Inculab and the Company shall and the Company shall cause its
Subsidiaries to afford to the officers, employees, accountants,
counsel and other representatives of the other parties hereto,
reasonable access, during the period prior to the Effective Time,
to all their respective properties, books, contracts, commitments
and records and, during such period, Inculab and the Company
shall (and the Company shall cause its Subsidiaries to furnish
promptly to the other parties hereto all information concerning
their respective business, properties and personnel as the other
parties hereto may reasonably request, and shall make available
to the other parties hereto the appropriate individuals
(including attorneys, accountants and other professionals) for
such discussion of Inculab's and the Company's business,
properties and personnel as the other parties hereto may
reasonably request.

SECTION V.5    SEC Filings.

     (a)  The Company and Inculab will jointly prepare and, as
promptly as practical after the date of this Agreement, the
Company shall file with the Securities and Exchange Commission
(the "SEC") a proxy statement/registration statement (the
"Preliminary Proxy Statement/Prospectus") comprising preliminary
proxy materials of the Company under the Exchange Act with
respect to the Merger and Registration Statement under the
Securities Act with respect to securities to be issued in
connection with the Merger or the transactions contemplated
thereby, and Inculab and the Company will thereafter use their
respective best efforts to respond to any comments of the SEC
with respect thereto and to cause a definitive proxy
statement/registration statement (including all supplements and
amendments thereto, the "Proxy Statement/Prospectus") and proxy
to be mailed to the Company's stockholders as promptly as
practicable.

     (b)  As soon as practicable after the date hereof, the
Company and Inculab shall prepare and file any other filings
required to be filed by each under the Exchange Act or any other
federal or state laws relating to the Merger and the transactions
contemplated hereby (collectively "Other Filings"), including,
without limitation, such documents as shall be required to list
the Surviving Corporation's Shares to be issued in the Merger on
the Nasdaq SmallCap Market.

     (c)  The information provided and to be provided by Inculab
and the Company, respectively, for use in the Preliminary Proxy
Statement/Prospectus and the Proxy Statement/Prospectus (the "SEC
Filings") shall at all times prior to the Effective Time be true
and correct in all material respects and shall not omit to state
any material fact required to be stated therein or necessary in
order to make such information not false or misleading, and
Inculab and the Company each agree to correct any such
information provided by it for use in the SEC Filings that shall
have become false or misleading.  Each SEC Filing, when filed
with the SEC or any government official, shall comply in all
material respects with all applicable requirements of law.
SECTION V.6    Notification of Certain Events.  The Company shall
give prompt notice to Inculab, and Inculab shall give prompt
notice to the Company, of (i) the occurrence or nonoccurrence of
any event the occurrence or nonoccurrence of which would be
likely to cause any representation or warranty contained in this
Agreement to become materially untrue or inaccurate or which may
make a condition to the closing of the Merger incapable of
fulfillment, or (ii) any failure of the Company or Inculab, as
the case may be, materially to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied
by it hereunder; provided, however, that the delivery of any
notice pursuant to this Section shall not limit or otherwise
affect the remedies available hereunder to the party receiving
such notice (provided that the party receiving such notice will
be deemed to have waived any recourse in respect of the matters
set forth therein if it thereafter consummates the Merger).

SECTION V.7    Public Announcements.  Promptly after the
execution and delivery of this Agreement, the Company shall
issue, and Inculab shall promptly mail a copy of the release to
its shareholders, a press release substantially in the form of
Exhibit 5.7 attached hereto.  Neither the Principal Shareholders
nor Inculab shall, without the Company's prior written consent,
issue any announcement or press release with regard to (i) the
execution of this Agreement or (ii) the transactions contemplated
hereby.  The Company shall consult in good faith with Inculab as
to the text of any further announcement or press release to be
issued by the Company with regard to (i) the execution of this
Agreement or (ii) the consummation of the transactions
contemplated hereby, provided, however, that it is expressly
understood and agreed that the foregoing shall not be deemed to
require the Company to obtain the approval of Inculab to any such
announcement or press release.

SECTION V.8    Conveyance Taxes.  Inculab and the Company shall
cooperate in the preparation, execution and filing of all
returns, questionnaires, applications, or other documents
regarding any real property transfer or gains, sales, use,
transfer, stock transfer and stamp taxes, any transfer,
recording, registration and other fees, and any similar taxes
which become payable in connection with the transactions
contemplated hereby that are required or permitted to be filed at
or before the Effective Time.

                           ARTICLE VI

                      ADDITIONAL AGREEMENTS

SECTION VI.1   The Company's Stockholders' Meeting.  The Company,
acting through the Board, shall, in accordance with applicable
law and the Company's Articles of Incorporation and By-laws,
(i) duly call, give notice of, convene and hold an annual or
special meeting of its stockholders as soon as practicable for
the purpose of considering and taking action upon the approval
and adoption of this Agreement and the approval of the Merger
(the "Stockholders' Meeting") and (ii) except as otherwise
permitted by Section 5.2 hereof, (A) include in the Proxy
Statement, and not subsequently withdraw or modify in any manner
adverse to Inculab, the recommendation of the Board that the
stockholders of the Company approve and adopt this Agreement and
approve the Merger and (B) use its reasonable best efforts to
obtain such approval and adoption.  At the Stockholders' Meeting,
the Company Principal Shareholders shall cause all Company Shares
then owned or controlled by them to be voted in favor of the
approval and adoption of this Agreement and the approval of the
Merger.

SECTION VI.2   Inculab's Stockholder Meeting.  Inculab, acting
through its Board, shall, in accordance with applicable law and
Inculab's Articles of Incorporation and By-laws, (i) duly call,
give notice of, convene and hold an annual or special meeting of
its stockholders as soon as practicable for the purpose of
considering and taking action upon the approval and adoption of
this Agreement and the approval of the Merger and Plan of
Reorganization (the "Inculab Stockholders' Meeting") and (ii)
(A) include in the Proxy Statement, and not subsequently withdraw
or modify in any manner adverse to Initio, the recommendation of
the Board that the stockholders of Inculab approve and adopt this
Agreement and approve the Merger and Plan of Reorganization and
(B) use its reasonable best efforts to obtain such approval and
adoption.  At the Inculab Stockholders' Meeting, the Inculab
Principal Shareholders shall cause all Inculab Shares then owned
or controlled by them to be voted in favor of the approval and
adoption of this Agreement and the approval of the Merger and
Plan of Reorganization.

SECTION VI.3   Directors' and Officers' Indemnification and
Insurance.  The Company shall, to the fullest extent permitted
under applicable Nevada law, the terms of the Company's
Certificate of Incorporation or By-Laws, indemnify and hold
harmless, and, after the Effective Time, the Company shall, to
the fullest extent permitted under applicable Nevada law,
indemnify and hold harmless, each present and former director,
officer or employee of the Company (collectively, the
"Indemnified Directors and Officers") against any costs or
expenses (including reasonable attorneys' fees), judgements,
losses, claims, damages and liabilities incurred in connection
with, and amounts paid in settlement of, any claim, action, suit,
proceeding or investigation, whether civil, criminal,
administrative or investigative and wherever asserted, brought or
filed, arising out of or pertaining to the Merger and the
transactions contemplated by this Agreement, for a period of six
years after the date hereof.  In the event of any such claim,
action, suit, proceeding or investigation (whether arising before
or after the Effective Time), (i) any counsel retained by the
Indemnified Directors and Officers for any period after the
Effective Time must be reasonably satisfactory to the Company,
(ii) after the Effective Time, the Company shall pay the
reasonable fees and expenses of such counsel, promptly after
statements therefor are received, and (iii) the Surviving
Corporation shall cooperate in the defense of any such matter;
provided, however, that the Surviving Corporation shall not be
liable for any settlement effected without its written consent
(which consent shall not be unreasonably withheld or delayed);
and provided further, that, in the event that any such claim or
claims for indemnification are asserted or made within such six-
year period, all rights to indemnification in respect of any such
claim or claims shall continue until the disposition of any and
all such claims.  The Indemnified Directors and Officers as a
group shall be reimbursed for the costs of only one law firm to
represent them with respect to any single action unless there is,
under applicable standards of professional conduct, a conflict on
any significant issue between the positions of any two or more
Indemnified Directors or Officers.  For a period of three years
after the Effective Time, the Company shall maintain in effect,
if available, directors and officers' liability insurance in an
amount of at least $5,000,000 having a deductible of no more than
$100,000.  This Section 6.3 shall survive the consummation of the
Merger at the Effective Time, is intended to benefit the Company,
the Company and the Indemnified Directors and Officers, shall be
binding on all successors and assigns of the Company and shall be
enforceable by the Indemnified Directors and Officers.

SECTION VI.4   Audited Financial Statements.

     (a)  Promptly following April 30, 2000, and in no event
later than July 30, 2000, the Company shall prepare and deliver
to Inculab the balance sheet of the Company at April 30, 2000 and
the related statements of income and retained earnings, cash flow
and changes in shareholder's equity for the fiscal period then
ended, certified by the Company's independent auditors (the "2000
Company Financial Statement").  The 2000 Company Financial
Statement shall be prepared in accordance with generally accepted
accounting principles, applied consistently with the Company's
1999 Financial Statement.

     (b)  Promptly following April 30, 2000, and in no event
later than August 31, 2000, Inculab shall prepare and deliver to
the Company the balance sheet of Inculab at April 30, 2000 and
the related statements of income and retained earnings, cash flow
and changes in shareholder's equity for the fiscal period then
ended, certified by Inculab's independent auditors (the "2000
Inculab Financial Statement").  The 2000 Inculab Financial
Statement shall be prepared in accordance with generally accepted
accounting principles, applied consistently.

SECTION VI.5   Tax Free Reorganization.  This Agreement and the
Merger are hereby adopted as a Plan of Reorganization for
purposes of Section 368(a) of the Code.  The Company and Inculab
shall each use its commercially reasonable best efforts to cause
the Merger to so qualify.  No party to this Agreement shall
knowingly take any action, or knowingly fail to take any action
that could reasonably be expected to jeopardize the qualification
of the Merger as a reorganization within the meaning of Section
368(a) of the Code.

SECTION VI.6   Further Assurances.  From and after the date of
this Agreement, each of the parties hereto shall, subject to the
provisions of Section 5.2 hereof, use its or his reasonable best
efforts to take, or cause to be taken, all appropriate action,
and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and
make effective the Merger and the transactions contemplated by
this Agreement.

                           ARTICLE VII

                    CONDITIONS TO THE MERGER

SECTION VII.1  Conditions to Obligation of Each Party to Effect
the Merger.  The respective obligations of each party to effect
the Merger shall be subject to the satisfaction at or prior to
the Effective Time of the following conditions:

     (a)  Opinion of Financial Advisor; Special Committee.  The
Special Committee of the Board of Directors of the Company (the
"Special Committee") shall receive the opinion of an independent
financial advisor to the effect that the terms and conditions of
the Merger are fair to (i) the Company and (ii) the Company's
stockholders other than the Company Principal Shareholders from a
financial point of view, a signed copy of which opinion shall be
delivered to Inculab, and the Special Committee shall consider such
opinion in making its recommendation to the Board of Directors as
set forth in (b) below.

     (b)  Special Committee Approval.  The Board of Directors of
the Company shall have obtained the written recommendation of the
Special Committee that the transactions contemplated herein are
fair to (i) the Company and (ii) the Company's stockholders other
than the Company Principal Shareholders.  In the event the Special
Committee is unable to make such recommendation, the Company shall
terminate this Agreement and the Closing of the Merger shall not
take place.

     (c)  Shareholder Approval.  This Agreement and the Merger
shall have been approved and adopted by (i) the requisite vote of
the shareholders of each of  the Company and Inculab, and (ii) a
majority of the voting shareholders of the Company which are not
Company Principal Shareholders and reasonable evidence thereof
shall have been delivered by each of the Company and Inculab to the
other;

     (d)  Approval of Recapitalization.  The recapitalization of
the Company and the amendment to its Articles of Incorporation to
provide for the Class A Shares shall have been approved and adopted
by the requisite vote of the Company's shareholders and the
recapitalization of the Company shall be completed immediately
prior to the Effective Time;

     (e)  No Injunctions or Restraints; Illegality.  No statute,
rule, regulation, executive order, decree, ruling, temporary
restraining order, preliminary or permanent injunction or other
order shall have been enacted, entered, promulgated, enforced or
issued by any court or governmental authority of competent
jurisdiction or shall otherwise be in effect which prohibits,
restrains, enjoins or restricts the consummation of the Merger;

     (f)  Effectiveness of Proxy Statement/Prospectus.  The Proxy
Statement/Prospectus shall have been declared effective under the
Securities Act of 1933, as amended (the "Securities Act"), and no
stop orders with respect thereto shall have been issued;

     (g)  Closing Documents.  Each party shall have delivered to
the other parties customary and usual closing documents, including
opinions of counsel.

SECTION VII.2  Additional Conditions to Obligations of Inculab.
The obligations of Inculab to effect the Merger are also subject to
the following conditions:

     (a)  Representations and Warranties; Agreements and Covenants.
The representations and warranties of the Company and the Company
Principal Shareholders contained in this Agreement shall be true
and correct in all respects at and as of the Effective  Time,
regardless of any updates in the Final Company Disclosure Schedule,
except for changes contemplated by this Agreement.  The Company and
the Company Principal Shareholders shall have performed or complied
in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by them at or
prior to the Effective Time.  Inculab shall have received
certificates to the foregoing effect executed by the Company and
each of the Company Principal Shareholders.

     (b)  No Material Adverse Effect.  There shall not have
occurred any event or change in circumstances involving the Company
that individually or when taken together with all other such events
or changes in circumstances will, or is reasonably likely to, have
a material adverse effect on the business, assets, financial
condition, prospects or results of operations of the Company.

     (c)  Opinion of Company Counsel.    Saturn shall have received
the opinion of Milberg Weiss Bershad Hynes & Lerach LLP, counsel
for the Company, dated the date of Closing, substantially in the
form of Exhibit 7.2(c) attached hereto.

     (d)  Stock Purchase Agreement.   The transactions contemplated
by the Stock Purchase Agreement among eInfinity, Inc., a California
corporation ("eInfinity"), the Company Principal Shareholders and
DeStefano Children's Trust, dated the date hereof (the "Stock
Purchase Agreement"), shall have been consummated not later than
immediately prior to the date of Closing; provided, however, that
in the event eInfinity is in breach of its obligations under the
Stock Purchase Agreement, the Closing shall be delayed by twenty-
one days.

     (e)  Minimum Net Worth.   The Company 2000 Financial Statement
shall set forth total stockholders' equity of at least $6,000,000.

SECTION VII.3  Additional Conditions to Obligation of the Company.
The obligation of the Company to effect the Merger is also subject
to the following conditions:

     (a)  Representations and Warranties; Agreements and Covenants.
The representations and warranties of Inculab and the Inculab
Principal Shareholders contained in this Agreement shall be true
and correct in all respects on and as of the Effective Time, except
for changes contemplated by this Agreement.  Inculab and the
Inculab Principal Shareholders shall have performed or complied in
all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by them on or prior
to the Effective Time.  The Company shall have received a
certificate to the foregoing effect executed by Inculab and the
Inculab Principal Shareholders.

     (b)  Opinion of Inculab Counsel.  The Company shall have
received the opinion of Kurzman Eisenberg Corbin Lever & Goodman,
LLP, counsel for Inculab, dated the date of Closing, substantially
in the form of Exhibit 7.3(b) attached hereto.

     (c)  Consulting Agreement.  The Company shall have executed
and delivered to Fox DeStefano & Associates LLC ("Consultant") a
consulting agreement with the Company substantially in the form of
Exhibit 7.3(c) attached hereto (the "Consulting Agreement").

     (d)  Voting Agreement.  Each of the Inculab Principal
Shareholders shall have executed and delivered to the Company a
voting agreement substantially in the form of Exhibit 7.3(d)
attached hereto (the "Voting Agreement").

     (e)  Lock-Up Agreements.  The holders of at least 75% of
Inculab Shares immediately prior to the Effective Time shall
execute and deliver an agreement, in form and substance reasonably
satisfactory to the Company, pursuant to which they agree not to
sell, assign or otherwise transfer any of their Company Shares
within 18 months after the Effective Time, without the Company's
prior written consent.  The holders of at least 75% of the Inculab
Options, shall execute and deliver a similar agreement pursuant to
which they will not sell, assign or otherwise transfer any of their
Company Shares acquired by exercise of such Inculab Options within
18 months after the Effective Time, without the Company's prior
written consent.

     (f)  Minimum Net Worth.  The 2000 Inculab Financial Statement
shall set forth total stockholders' equity of at least $9,000,000.

                           ARTICLE VIII

                            TERMINATION

SECTION VIII.1 Termination.  This Agreement may be terminated at
any time prior to the Effective Time, notwithstanding approval
thereof by the Company Shareholders:

     (a)  by mutual written consent duly authorized by the Boards
of Directors of Inculab and the Company; or

     (b)  by either Inculab or the Company if the Merger shall not
have been consummated by December 31, 2000; or

     (c)  by either Inculab or the Company if a court of competent
jurisdiction or governmental, regulatory or administrative agency
or commission shall have issued a nonappealable final order, decree
or ruling or taken any other action having the effect of
permanently restraining order enjoining or otherwise prohibiting
the Merger; or

     (d)  by the Company, if the Company has entered into an
agreement with respect to a Superior Proposal or has approved or
recommended a Superior Proposal, each in accordance with
Section 5.2, provided that the Company has complied with all
provisions thereof; or

     (e)  by either party if the other party is in material default
of its obligations hereunder including a failure of a condition
precedent caused by inaccuracy of a representation or warranty and
the defaulting party fails to cure such default within five
business days of receipt of written notice and demand to cure from
the party not in default.

SECTION VIII.2 Effect of Termination.  In the event of the
termination of this Agreement pursuant to Section 8.1, written
notice thereof shall forthwith be given to the other party or
parties specifying the provision hereof pursuant to which such
termination is made, and this Agreement shall forthwith become void
and there shall be no liability on the part of any party hereto or
any of its affiliates, directors, officers or shareholders except
(i) as set forth in Section 8.3 hereof, and (ii) nothing herein
shall relieve any party from liability for any breach hereof
occurring prior to termination.  The confidentiality provision in
Section 5.3 shall survive termination of this Agreement as set
forth therein.

SECTION VIII.3 Fees and Expenses.  (a) All fees and expenses
incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses, whether or not the Merger is consummated, except that
(i) if this Agreement is terminated pursuant to Sections 7.1(a),
7.1(b) or 8.1(d), then the Company shall pay Inculab promptly (but
in no event later than five business days after such termination) a
fee of $400,000, which amount shall be payable by wire transfer in
immediately available funds to an account designated by Inculab,
(ii) if this Agreement is terminated by either the Company or
Inculab pursuant to Section 8.1(e) by reason of the failure of the
Company or the Company Principal Shareholders or Inculab or the
Inculab Principal Shareholders, as the case may be, to perform any
of their material covenants and agreements contained in this
Agreement or if any of them are in material breach of their
representations and warranties contained in this Agreement, the
breaching party shall pay the other party promptly (but in no event
later than five business days after such termination) liquidated
damages of $400,000, which amount shall be payable by wire transfer
in immediately available funds to an account designated by the
other party.  The Company and Inculab each hereby acknowledges that
such amount is a reasonable estimation of the damages which will be
suffered by the non-breaching party under such circumstances.

     (b)  A fee of $400,000 shall be (i) payable to the Company if
a purchaser, or its assignee, under the Stock Purchase Agreement
shall fail to perform any of such purchaser's material covenants
and agreements or if such purchaser is in material breach of such
purchaser's representations and warranties or (ii) payable to
Inculab if [Consultant] fails to perform any of its material
covenants and agreements or if Consultant is in material breach of
its representations and warranties under the Consulting Agreement
between Consultant and Inculab.

                            ARTICLE IX

                        GENERAL PROVISIONS

SECTION IX.1   Final Disclosure Schedules.

     (a)  Company Disclosure Schedule.  The Company will update the
Company Disclosure Schedule from time to time through a date which
is not more than five business days prior to the Effective Time
(the "Final Company Disclosure Schedule Date").  On the Final
Company Disclosure Schedule Date, the Company shall deliver to
Inculab a revised Company Disclosure Schedule which will be true,
correct and complete as if the representations and warranties to
which such Company Disclosure Schedule refers were made on such
Final Company Disclosure Schedule Date.  Notwithstanding the
foregoing, any such revisions shall not be deemed to amend the
Company Disclosure Schedule unless such revisions have been
accepted in writing by Inculab.

     (b)  Inculab Disclosure Schedule.  Inculab will update the
Inculab Disclosure Schedule from time to time through a date which
is not more than five business days prior to the Effective Time
(the "Final Inculab Disclosure Schedule Date").  On the Final
Inculab Disclosure Schedule Date, Inculab shall deliver to the
Company a revised Inculab Disclosure Schedule which will be true,
correct and complete as if the representations and warranties to
which such Inculab Disclosure Schedule refers were made on such
Final Inculab Disclosure Schedule Date.  Notwithstanding the
foregoing, any such revisions shall not be deemed to amend the
Inculab Disclosure Schedule unless such revisions have been
accepted in writing by the Company.

SECTION IX.2   Notices.  All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to
have been duly given or made if and when delivered personally or by
overnight courier to the parties at the following addresses (or at
such other address for a party as shall be specified by like
notice):

     (a)  If to the Company (prior to the Effective Time) or to the
Company Principal Shareholders:

               Initio, Inc.
               10 Henry Street
               Teterboro, New Jersey 07608
               Attention:  President

          With a copy to:

               Milberg Weiss Bershad Hynes & Lerach LLP
               One Pennsylvania Plaza
               New York, New York 10119-0165
               Attention:  Arnold N. Bressler, Esq.

     (b)  If to Inculab or the Inculab Principal Shareholders:

               Inculab, Inc.
               40 Wall Street, 59th Floor
               New York, New York 10005
               Attention:  President

          With a copy to:

               Kurzman Eisenberg Corbin Lever & Goodman, LLP
               521 Fifth Avenue
               New York, New York 10175
               Attention: Andrew J. Goodman, Esq.

                            ARTICLE X

                          MISCELLANEOUS

SECTION X.1    Amendment.  This Agreement may be amended by the
parties hereto by action taken by or on behalf of their respective
Boards of Directors at any time prior to the Effective Time;
provided, however, that, after approval of the Merger by the
Shareholders of the Company, no amendment may be made which by law
requires further approval by such Shareholders without such further
approval.  This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.

SECTION X.2    Waiver.  Any party hereto may with respect to any
other party hereto (a) extend the time for the performance of any
of the obligations or other acts, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document
delivered pursuant hereto, or (c) waive compliance with any of the
agreements or conditions contained herein.  Any such extension or
waiver shall be valid only if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

SECTION X.3    Headings.  The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.

SECTION X.4    Severability.  If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner
adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest
extent possible.

SECTION X.5    Entire Agreement.  This Agreement constitutes the
entire agreement and supersedes all prior agreements and
undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof.

SECTION X.6    Assignment.  This Agreement shall not be assigned by
operation of law or otherwise.

SECTION X.7    Parties in Interest.  This Agreement shall be
binding upon and inure solely to the benefit of each party hereto
their heirs and legal representatives, and nothing in this
Agreement, express or implied, is intended to or shall confer upon
any person other than a party hereto any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement,
including, without limitation, by way of subrogation.

SECTION X.8    Failure or Indulgence Not Waiver; Remedies.  No
failure or delay on the part of any party hereto in the exercise of
any right hereunder shall impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation,
warranty or agreement herein, nor shall any single or partial
exercise of any such right preclude any other or further exercise
thereof or of any other right.

SECTION X.9    Governing Law.  This Agreement shall be governed by,
and construed in accordance with, the internal laws of the State of
Delaware applicable to contracts executed and fully performed
within the State of Delaware.  Having negotiated the terms of this
Agreement in New York, the parties irrevocably consent and submit
to the exclusive jurisdiction of the Supreme Court of the State of
New York and the United States District Court for the Southern
District of New York and waive any objections based on venue or
forum non conveniens with respect to any action instituted therein
arising under this Agreement and agree that any dispute with
respect to any such matters shall be heard only in the courts
described above.


SECTION X.10   Counterparts.  This Agreement may be executed in one
or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute
one and the same agreement.


     IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


                      INITIO, INC.


                      By:______________________________________
                                               Martin Fox,
                      President



                      SATURN ACQUISITION CORP.


                      By:_______________________________________
                                      Martin Fox, President



                      INCULAB, INC.


                      By:_________________________________________
                      ____
                           Joseph DeSena, Vice  President -
                      Business Development

                      Company Principal Shareholders:



                      ____________________________________________
                      ____
                                                          Martin
                      Fox

                      Shares Owned:    1,034,808

                      Options Owned:     250,000



__________________________________________
                         Daniel DeStefano

Shares Owned:    577,372

Options Owned: 250,000



MARTIN FOX RETIREMENT TRUST


By:_________________________________________
____
                    Martin Fox, Trustee

Shares Owned:    85,000

Options Owned:           0



DANIEL DESTEFANO RETIREMENT TRUST


By:_________________________________________
____
           Daniel DeStefano, Trustee

Shares Owned:   172,638

Options Owned:            0



____________________________________________
____
                            Marilyn
DeStefano

Shares Owned:   40,500

Options Owned:          0



SAMANTHA FOX TRUST


By:_________________________________________
_____
            Martin Fox, Trustee

Shares Owned:    45,449

Options Owned:           0



JOSHUA FOX TRUST


By:_________________________________________
_____
              Martin Fox, Trustee

Shares Owned:    56,535

Options Owned:           0



____________________________________________
_______
                     Daniel DeStefano, as
Custodian
for Andriana DeStefano, Danielle DeStefano
and Dain Hamilton

Shares Owned:   30,000

Options Owned:          0

Inculab Principal Shareholders:

MOLINARI FAMILY PARTNERSHIP, LP


By:_________________________________________
______
       Vincent Molinari, General Partner

Shares Owned:    3,845,000

Options Owned:          0



GLOBAL LINK (CHINA) COMPANY LIMITED


By:_________________________________________
______
                John Fung, President

Shares Owned:    3,915,000

Options Owned:           0



____________________________________________
_____
            Joseph DeSena

Shares Owned:    270,000

Options Owned:            0
                                                        EXHIBIT 1.4


          (a)  Form of Surviving Corporation
               Articles of Incorporation


          See attached.


          (b)  Form of Surviving Corporation
               By-Laws


          See attached.


                                                        EXHIBIT 2


    REPRESENTATIONS AND WARRANTIES OF THE
           COMPANY AND MERGER SUB

Section   Title


  2.1     Organization and Qualification;
Subsidiaries
  2.2     Articles of Incorporation and
By-Laws
  2.3     Capitalization
  2.4     Authority Relative to this
Agreement
  2.5     No Conflict; Required Filings and
Consents
  2.6     Compliance; Permits
  2.7     Financial Statement and Related
Matters
  2.8     Absence of Certain Changes or
Events
  2.9     No Undisclosed Liabilities
  2.10    Absence of Litigation
  2.11    Employee Benefit Plans; Employment
          Agreements
  2.12    Labor Matters
  2.13    Contracts
  2.14    Property Matters
  2.15    Taxes
  2.16    Environmental Matters
  2.17    Conditions Affecting the Company
  2.18    Brokers
  2.19    Change in Control Payments
  2.20    Transactions with the Company
  2.21    Completeness of Disclosure
SECTION 2.1    Organization and Qualification; Subsidiaries.  The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has the
requisite corporate power and authority and is in possession of all
franchises, grants, authorizations, licenses, permits, easements,
consents, certificates, approvals and orders ("Approvals")
necessary to own, lease and operate the properties it purports to
own, operate or lease and to carry on its business as it is now
being conducted.  The subsidiaries, as set forth in Section 2.1 of
the Disclosure Schedule (the "Subsidiaries") are the only
subsidiaries of the Company and are corporations duly organized,
validly existing and in good standing under the laws of their
incorporation.  Each of the Company and the Subsidiaries is duly
qualified or licensed as a foreign corporation to do business, and
is in good standing, in each jurisdiction where the character of
its properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary except
where the failure to be so qualified or licensed has not had, and
would not have, a material adverse effect.

SECTION 2.2    Articles of Incorporation and By-Laws.  The Company
has heretofore furnished to Inculab a complete and correct copy of
its Articles of Incorporation and By-Laws as amended to date.  Such
Articles of Incorporation and By-Laws are in full force and effect.
The Company is not in violation of any of the provisions of its
Articles of Incorporation or By-Laws.

SECTION 2.3    Capitalization.  The authorized capital stock of the
Company  consists of 10,000,000 shares of Capital Stock.  As of the
date hereof (i) 4,645,004 shares of Capital Stock are issued and
outstanding, all of which are validly issued, and 407,571 shares of
Capital Stock are held in treasury and (ii) all of the outstanding
shares of Capital Stock are fully paid and non-assessable.  Except
as set forth in Section 2.3 of the written disclosure schedule
delivered on or prior to the date hereof by the Company to Inculab
(the "Company Disclosure Schedule"), there are no options, warrants
or other rights, agreements, arrangements or commitments of any
character relating to the issued or unissued capital stock of the
Company or obligating the Company to issue or sell any shares of
capital stock of, or other equity interests in, the Company.  None
of the options, warrants, rights, agreements, arrangements or
commitments identified in Section 2.3 of the Company Disclosure
Schedule provide that a holder thereof or a party thereto shall
receive cash in respect of such options, warrants, rights,
agreements or arrangements absent action by the Board of Directors
or a committee thereof and no such action of the Board of Directors
or a committee thereof has been taken (except as may be provided
herein).  True, correct and complete copies of the forms of all
options, warrants, rights, agreements, arrangements or commitments
identified in Section 2.3 of the Company Disclosure Schedule have
been delivered to Inculab.  All shares of Capital Stock subject to
issuance as aforesaid, upon issuance on the terms and conditions
specified in the instruments pursuant to which they are issuable,
shall be duly authorized, validly issued, fully paid and
nonassessable.  Except as disclosed in Section 2.3 of the Company
Disclosure Schedule, there are no obligations, contingent or
otherwise, of the Company to repurchase, redeem or otherwise
acquire any shares of Capital Stock or to provide funds to or make
any investment (in the form of a loan, capital contribution,
guaranty or otherwise) in another entity.

SECTION 2.4    Authority Relative to this Agreement.

          (a)  Each of the Company and
Merger Sub has all necessary corporate power
and authority to execute and deliver this
Agreement and to perform its obligations
hereunder and to consummate the plan of
reorganization and all other transactions
contemplated hereby.  The execution and
delivery of this Agreement by the Company
and the consummation by the Company and
Merger Sub of the transactions contemplated
hereby have been duly and validly authorized
by all necessary corporate action, and no
other corporate proceedings on the part of
the Company and Merger Sub are necessary to
authorize this Agreement or to consummate
the transactions so contemplated (other than
the adoption of this Agreement by the
holders of at least a majority of the
outstanding shares of Capital Stock entitled
to vote in accordance with the NGCL and the
Company's Articles of Incorporation and
By-Laws). This Agreement has been duly and
validly executed and delivered by the
Company and, assuming the due authorization,
execution and delivery by Inculab, as
applicable, constitutes a legal, valid and
binding obligation of the Company
enforceable against the Company in
accordance with its terms.

          (b)  The Board of Directors of
each of the Company and of Merger Sub has
duly and validly approved and taken all
corporate action required to be taken by the
Board of Directors for the consummation of
the transactions contemplated by this
Agreement.  The Board of Directors of the
Company has determined that it is advisable
and in the best interest of the Shareholders
of the Company for the Company and Merger
Sub  to enter into a plan of reorganization
with Inculab upon the terms and subject to
the conditions of this Agreement, and will
recommend, that the Company Shareholders
approve and adopt this Agreement and the
Merger.

SECTION 2.5    No Conflict; Required Filings
and Consents.

          (a)  Except as set forth in
Section 2.5(a) of the Company Disclosure
Schedule, the execution and delivery of this
Agreement by the Company and Merger Sub does
not, and the performance of this Agreement
by the Company and Merger Sub and the
consummation of the plan of reorganization
and all other transactions contemplated
hereby will not, (i) conflict with or
violate the Articles of Incorporation or
By-Laws of either of  the Company or Merger
Sub, or (ii) in a material way conflict with
or in a material way violate any federal,
foreign, state or provincial law, rule,
regulation, order, judgment or decree
(collectively, "Laws") applicable to the
Company or Merger Sub or by which either of
their respective properties are bound or
affected.

          (b)  The execution and delivery of
this Agreement by the Company and Merger Sub
does not, and the performance of this
Agreement by the Company and Merger Sub will
not, require any consent, approval,
authorization or permit of, or filing with
or notification to, any domestic or foreign
governmental or regulatory authority except
(i) the filing and recordation of
appropriate merger or other documents as
required by the NGCL and (ii) such filings
and/or approvals as shall be necessary in
connection with the SEC Filings and the
Other Filings.

SECTION 2.6    Compliance; Permits.

          (a)  Except as disclosed in
Section 2.6(a) of the Company Disclosure
Schedule, neither the Company nor any of its
Subsidiaries is in conflict with, or in
default or violation of, (i) any Law
applicable to the Company or any of its
Subsidiaries or by which its or any of their
respective properties is bound or affected
or (ii) any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit,
franchise or other instrument or obligation
to which the Company or any of its
Subsidiaries is a party or by which the
Company or any of its Subsidiaries or any of
their respective properties are bound or
affected.

          (b)  Except as disclosed in
Section 2.6(b) of the Company Disclosure
Schedule, the Company holds all permits,
licenses, easements, variances, exemptions,
consents, certificates, orders and approvals
from governmental authorities which are
material to the operation of the business of
the Company taken as a whole as it is now
being conducted (collectively, the "Company
Permits") and the Company is in compliance
with the terms of the Company Permits.

          (c)  The Company Permits are set
forth in Section 2.6(c) of the Company
Disclosure Schedule.

SECTION 2.7    Financial Statement and
Related Matters.

          (a)  Financial Statements.  The
Company has delivered to Inculab true and
complete copies of (a) the balance sheets of
the Company at April 30, 1999 and April 30,
1998 and the related statements of income
and retained earnings, cash flow and changes
in shareholders equity for the fiscal years
then ended, certified by the Company's
auditors (the "Company Audited Financial
Statements").  The Company has also
delivered to Inculab true and complete
copies of the unaudited balance sheet of the
Company at January 31, 2000 and related
statements of income and retained earnings
and cash flows for the three-month and nine-
month period then ended (the "Third Quarter
Financial Statement").  The 2000 Company
Financial Statement, the Company Audited
Financial Statements and the Third Quarter
Company Financial Statement are hereinafter
called the "Company Financial Statements".
The Company Financial Statements have been
or will be prepared in accordance with
generally accepted accounting principles
consistently applied throughout the periods
involved, except that the Third Quarter
Financial Statement does not include all
footnotes and year-end adjustments.  The
balance sheets included in the Company
Financial Statements, including the related
notes, fairly present the financial
position, assets and liabilities (whether
accrued, absolute, contingent or otherwise)
of the Company at the dates indicated, and
the statements of income and retained
earnings, cash flows and changes in
shareholders equity included in the Company
Financial Statements fairly present the
results of operations, cash flows and
changes in shareholders equity of the
Company for the periods indicated.

          (b)  Books and Records.  The
books, records and accounts of the Company
maintained with respect to its businesses
accurately and fairly reflect, in reasonable
detail, the transactions and the assets and
liabilities of the Company.  The Company has
not engaged in any transaction, maintained
any bank account or used any of the funds of
the Company except for transactions, bank
accounts and funds which have been and are
reflected in the normally maintained books
and records of its business.

SECTION 2.8    Absence of Certain Changes or
Events.  Except as set forth in Section
2.8(a) through Section 2.8(m) of the Company
Disclosure Schedule, since April 30, 2000
the Company has conducted its business in
the ordinary course consistent with past
practice and there has not occurred:

          (a)  any change, effect or
circumstance that, individually or, when
taken together, is or is reasonably likely
to be materially adverse to the business,
assets (including intangible assets),
financial condition, prospects or results of
operations of the Company;

          (b)  any amendments or changes in
the Articles of Incorporation or By-laws of
the Company;

          (c)  any damage to, destruction or
loss of any asset of the Company (whether or
not covered by insurance) that would require
expenditures in excess of $75,000 to repair
or replace;

          (d)  any change by the Company in
its accounting methods, principles or
practices except as required by any change
in generally accepted accounting principles;

          (e)  any revaluation by the
Company of any of its assets, including,
without limitation, writing off notes or
accounts receivable provided, however, such
revaluation shall be permitted under
generally accepted accounting principles;

          (f)  any sale, pledge, disposition
of or encumbrance upon any assets of the
Company, except for sales of (i) immaterial
assets not in excess of $25,000 in the
aggregate, (ii) securities in the ordinary
course of business and (iii) the Company's
property in Carson City, Nevada, in an arm's
length, bona fide transaction for a purchase
price in excess of the book value of such
property set forth in the Company's books
and records;

          (g)  any cancellation of any debts
owed to or held by the Company;

          (h)  any execution or
implementation of any employment, bonus,
deferred compensation, severance or similar
agreement (or amendment of any such
agreement), any increase in employee welfare
or retirement benefits;

          (i)  any labor dispute or any
activity or proceeding by a labor union or
representative thereof to organize any
employees of the Company, or any lockouts,
strikes, slowdowns, picketing, work
stoppages or threats thereof by or with
respect to such employees;

          (j)  any termination or notice of
termination of any contract, lease or
agreement;

          (k)  any failure to pay the
Company's creditors or to collect debt or
obligations owed to the Company or any
change in the Company's business practices
inconsistent with prior practice;

          (l)  any contract or commitment
for capital expenditures in excess of
$75,000;

          (m)  any commitment or agreement
to undertake any of the foregoing.

SECTION 2.9    No Undisclosed Liabilities.
Except as is disclosed in Section 2.9 of the
Company Disclosure Schedule, the Company has
no liabilities (absolute, accrued,
contingent or otherwise), except liabilities
(a) in the aggregate adequately reserved or
provided for in the Company Financial
Statements (including any related notes
thereto) or (b) incurred since January 31,
2000 in the ordinary course of business
consistent with past practice.

SECTION 2.10   Absence of Litigation.
Except as set forth in Section 2.10 of the
Company Disclosure Schedule, there are no
claims, actions, suits, proceedings or
investigations pending or, to the knowledge
of the Company, threatened against the
Company or any of the Subsidiaries or any
properties or rights of the Company or any
of the Subsidiaries before any court,
arbitrator or administrative, governmental
or regulatory authority or body, domestic or
foreign.

SECTION 2.11   Employee Benefit Plans;
Employment Agreements.  (a)   Except in each
case as set forth in Section 2.11 of the
Company Disclosure Schedule, (i) there has
been no "prohibited transaction," as such
term is defined in Section 406 of the
Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and Section 4975
of the Code, with respect to any employee
pension plans (as defined in Section 3(2) of
ERISA any employee welfare plans (as defined
in Section 3(1) of ERISA) or any bonus,
stock option, stock purchase, incentive,
deferred compensation, supplemental
retirement, severance and other similar
fringe or employee benefit plans, programs
or arrangements (collectively, the "Company
Employee Plans"), which could result in any
material liability of the Company; (ii) all
Company Employee Plans are in compliance in
all material respects with the requirements
prescribed by any and all Laws (including
ERISA and the Code), currently in effect
with respect thereto (including all
applicable requirements for notification to
participants or the Department of Labor,
Pension Benefit Guaranty Corporation (the
"PBGC"), Internal Revenue Service (the
"IRS") or the Secretary of the Treasury),
and the Company has performed all material
obligations required to be performed by them
under, is not in any material respect in
default under or violation of, and has no
knowledge of any material default or
violation by any other party to, any of the
Company Employee Plans; (iii) each Company
Employee Plan intended to qualify under
Section 401(a) of the Code and each trust
intended to qualify under Section 501(a) of
the Code is the subject of a favorable
determination letter from the IRS, and
nothing has occurred which may reasonably be
expected to impair such determination; (iv)
all contributions required to be made to any
Company Employee Plan pursuant to Section
412 of the Code, or the terms of the Company
Employee Plan or any collective bargaining
agreement, have been made on or before their
due dates; (v) with respect to each Company
Employee Plan, no "reportable event" within
the meaning of Section 4043 of ERISA
(excluding any such event for which the
30-day notice requirement has been waived
under the regulations to Section 4043 of
ERISA) nor any event described in Section
4062, 4063 or 4041 of ERISA has occurred;
(vi) no withdrawal (including a partial
withdrawal) has occurred with respect to any
multiemployer plan within the meaning set
forth in Section 3(37) of ERISA that has
resulted in, or could reasonably be expected
to result in, any material withdrawal
liability for the Company; (vii) the Company
has not incurred, nor does it reasonably
expect to incur, any liability under Title
IV of ERISA (other than liability for
premium payments to the PBGC, and
contributions not in default to the
respective plans, arising in the ordinary
course), and (viii) the Company has no
liabilities for post-retirement welfare
benefits, including retiree medical
benefits.  The Company Employee Plans are
described in Section 2.11 of the Company
Disclosure Schedule and a copy of each plan
has been furnished or made available to
Inculab.

          (b)  Except as described in
Section 2.11 of the Company Disclosure
Schedule, the Company is not a party to or
bound by any oral or written employment
agreement (other than employment agreements
terminable by the Company without penalty on
notice of 30 days or less under which the
only monetary obligation of the Company is
to make current wage or salary payments and
provide current fringe benefits),
consulting, advisory or service agreement,
deferred compensation agreement,
confidentiality agreement or covenant not to
compete.  No employee of the Company whose
salary and bonus is reasonably expected to
exceed $50,000 in the Company's current
fiscal year or whose salary and bonus
exceeded such amount in the Company's prior
fiscal year has ceased to be employed by the
Company (other than through death or
retirement at normal retirement age) during
the preceding 12-month period.


SECTION 2.12   Labor Matters.  Except as set
forth in Section 2.12 of the Company
Disclosure Schedule, neither the Company nor
any of its Subsidiaries is a party to any
collective bargaining agreement or other
labor union contract applicable to persons
employed by the Company or any of its
Subsidiaries, nor does the Company or any of
its Subsidiaries know of any activities or
proceedings of any labor union to organize
any such employees.

SECTION 2.13   Contracts.

          (a)  Except as set forth in
Section 2.13(a) of the Company Disclosure
Schedule and the Company Financial
Statements, neither the Company nor the
Subsidiary is a party to or bound by
(collectively, "Company Agreements"):

                  (i)    any consignment,
distributor, dealer, sales agency,
advertising representative or advertising or
public relations contract, agreement or
commitment which the Company reasonably
anticipates will involve the payment after
the date hereof of more than $25,000 during
the Company's current fiscal year, or which
extends beyond December 31, 2000;

                 (ii)    any contract,
agreement, option, warrant, right or
commitment regarding the purchase, sale or
issuance of capital shares (or interests
therein) of the Company, including, without
limitation, the Capital Stock;

                (iii)    any contract,
agreement or commitment regarding the sale
of services by the Company, or for the
purchase of goods or services by the
Company, which the Company reasonably
anticipates will involve the receipt or
payment after the date hereof of more than
$25,000 during the Company's current fiscal
year, or which extends beyond December 31,
2000;

                 (iv)    any guarantee or
indemnification agreement for the benefit of
any third party;

                  (v)    any tax sharing
          agreements;

                 (vi)    any contract,
agreement or commitment which provides for
the incurrence by the Company of
indebtedness for borrowed money;

               (vii      any partnership or
joint venture agreement;

               (viii     any contract,
agreement or commitment pursuant to which
any person is granted a general or special
power of attorney by the Company; or

               (ix  any other contract,
agreement, commitment, understanding or
instrument involving payment or receipt
after the date hereof of more than $25,000
in the aggregate in the current fiscal year
of the Company and not terminable without
penalty by the Company on 60 days' or less
notice, or which is otherwise material to
the operations of the Company.

          (b   Except as set forth in
Section 2.13(b) of the Company Disclosure
Schedule,

               (i   each of the Company's
leases, contracts and other agreements
listed in the Company Disclosure Schedule
constitute a valid and binding obligation of
the Company and, to the Company's knowledge,
the other parties thereto, and is in full
force and effect;

               (ii  the Company has not been
declared to be in breach or default under
any of the Company Agreements and, to the
Company's knowledge, no other party to any
of the Company Agreements is in material
breach or material default thereunder; and

               (iii      true and complete
copies of all Company Agreements, including
any amendments thereto, have been made
available to Inculab for its review.

SECTION 2.14   Property Matters.  Section
2.14 of the Company Disclosure Schedule sets
forth all real property used by the Company
and each of the Subsidiaries in the conduct
of their respective businesses.  Neither the
Company nor any of the Subsidiaries has any
right, title or interest in any real
property other than the real property set
forth in Section 2.14 of the Company
Disclosure Schedule.  Except as set forth in
Section 2.14 of the Company Disclosure
Schedule, each of the Company and the
Subsidiaries has good and marketable title
to all of its properties and assets, free
and clear of all Liens, charges and
encumbrances; and all leases pursuant to
which the Company or a Subsidiary leases
from others real or personal property, are
in good standing, valid and effective in
accordance with their respective terms, and
there is not under any of such leases, any
existing material default or event of
default (or event which with notice or lapse
of time, or both, would constitute a
material default).  All assets and
properties used in the business of the
Company and each of the Subsidiaries are in
good condition and repair, ordinary wear and
tear excepted.  The assets and properties
owned, leased or licensed by the Company or
each of the Subsidiaries are all assets and
properties which are necessary for the
conduct of their respective businesses as
presently conducted.  None of the buildings,
structures, improvements, or parcels of real
estate comprising the real property used by
the Company or any of the Subsidiaries is in
material violation of, or is the subject of
any material complaint or notice of material
violation of, any applicable zoning
ordinance, building code or restrictive
covenant.  No person other than the Company
or any of the Subsidiaries owns any
equipment or other tangible assets used in
the operation of its businesses, except for
leased items and for items of immaterial
value.

SECTION 2.15   Taxes.

          (a   For purposes of this
Agreement, "Tax" or "Taxes" shall mean
taxes, fees, levies, duties, tariffs,
imposts, and governmental impositions or
charges of any kind in the nature of (or
similar to) taxes, payable to any federal,
state, local or foreign taxing authority,
including (without limitation) (i) income,
franchise, profits, gross receipts, ad
valorem, net worth, value added, sales, use,
service, real or personal property, special
assessments, capital stock, license,
payroll, withholding, employment, social
security, workers' compensation,
unemployment compensation, utility,
severance, production, excise, stamp,
occupation, premium, windfall profits,
transfer and gains taxes, and (ii) interest,
penalties, additional taxes and additions to
tax imposed with respect thereto; and "Tax
Returns" shall mean returns, reports,
information statements and other similar
documents with respect to Taxes required to
be filed with the IRS or any other federal,
foreign, state or provincial taxing
authority, domestic or foreign, including,
without limitation, consolidated, combined
and unitary tax returns.

          (b   Other than as disclosed in
Section 2.15(b) of the Company Disclosure
Schedule,

               (i    the Company and each of
its Subsidiaries have timely filed with the
appropriate taxing authorities all Tax
Returns required to be filed by them (giving
effect to valid extensions) and all such Tax
Returns are true, correct and complete in
all material respects;

               (ii  all material Taxes due
and owing by the Company and its
Subsidiaries have been timely paid or
adequately reserved for;

               (iii      there are no Tax
liens on any assets of the Company or any
Subsidiary thereof other than liens relating
to current Taxes not yet due and payable;

               (iv  neither the Company nor
any of its Subsidiaries has granted any
waiver of any statute of limitations with
respect to, or any extension of a period for
the assessment of, any Tax;

               (v   no power of attorney has
been granted with respect to any matter
relating to Taxes of the Company or any of
its Subsidiaries which is currently in
force;

               (vi  neither the Company nor
any of its Subsidiaries is, or has been, a
United States real property holding
corporation (as defined in Section 897(c)(2)
of the Code) during the applicable period
specified in Section 879(c)(1)(A)(ii) of the
Code;

               (vii      the Company and
each of its Subsidiaries have complied in
all material respects with all applicable
laws, rules and regulations relating to
Taxes required to be withheld or collected,
including, without limitation, Taxes
required to be withheld pursuant to Sections
1441 and 1442 of the Code and Taxes required
to be withheld from employee wages;

               (viii     none of the Company
or any of its Subsidiaries has received any
notice of an audit examination, deficiency,
refund litigation, proposed adjustment or
matter in controversy with respect to any
Taxes or Tax Return of the Company or any of
its Subsidiaries, and no audits or other
administrative proceedings or court
proceedings with respect to any Taxes or Tax
Returns of the Company or any of its
Subsidiaries are in progress;

               (ix  no taxing authority has
asserted that the Company or any of its
Subsidiaries was required to file any Tax
Return that was not filed;

               (x   neither the Company nor
any of its Subsidiaries is a "consenting
corporation" within the meaning of Section
341(f) of the Code or has agreed to have
Section 341(f)(2) of the Code apply to any
disposition of a subsection (f) asset (as
such term is defined in Section 341(f)(4) of
the Code) owned by the Company or any of its
Subsidiaries;

               (xi  neither the Company nor
any of its Subsidiaries is a party to or
bound by any Tax indemnity, sharing,
allocation or similar contract or
arrangement;

               (xii      neither the Company
nor any of its Subsidiaries is or has ever
been a member of a group of corporations
with which it has filed (or been required to
file) consolidated, combined, unitary or
similar Tax Returns, other than a group of
which only the Company and its Subsidiaries
are or were members;

               (xiii     neither the Company
nor any of its Subsidiaries has agreed to,
or is required to, make any adjustment under
Section 481(a) of the Code by reason of a
change in accounting method or otherwise;

               (xiv      the statute of
limitations for the assessment of Taxes has
expired for all Tax Returns of the Company
and its Subsidiaries or those Tax Returns
have been audited and closed by the
appropriate taxing authorities.

               (xv  the accruals and
reserves for Taxes (including deferred
taxes) reflected in the Company Financial
Statements are in all material respects
adequate to cover all Taxes required to be
accrued through the date thereof (including
interest and penalties, if any, thereon and
Taxes being contested) in accordance with
generally accepted accounting principles
applied on a consistent basis.

          The representations set forth in
this Section 2.15 shall not be deemed
breached in the event the Company is
required to pay a Tax not reflected in the
Company's books and records in an aggregate
amount of less than $25,000 or if the
Company shall incur additional liability
with respect to unemployment insurance as a
result of an audit by the state unemployment
insurance authorities.

          (c   The Company does not own any
property of a character, the transfer of
which pursuant to this Agreement, would give
rise to, nor will the Company or Inculab
suffer as a result of the consummation of
the Merger, any documentary, stamp or other
transfer tax.

SECTION 2.16   Environmental Matters.
Except as set forth in Section 2.16 of the
Company Disclosure Schedule, each of the
Company and its Subsidiaries: (i) has
obtained all Approvals which are required to
be obtained under, and are in compliance
with, all applicable federal, state, foreign
or local laws or any regulation, code, plan,
order, decree, judgment, notice or demand
letter issued, entered, promulgated or
approved thereunder relating to pollution or
protection of the environment, including
laws relating to emissions, discharges,
releases or threatened releases of
pollutants, contaminants, or hazardous or
toxic materials or wastes into ambient air,
surface water, ground water, or land or
otherwise relating to the manufacture,
processing, distribution, use, treatment,
storage, disposal, transport, or handling of
pollutants, contaminants or hazardous or
toxic materials or wastes ("Environmental
Laws") by the Company or its Subsidiaries or
their respective agents; (ii) is in
compliance with all terms and conditions of
such required Approvals, and also is in
compliance with all other limitations,
restrictions, conditions, standards,
prohibitions, requirements, obligations,
schedules and timetables contained in
applicable Environmental Laws; (iii) has not
received notice of any past or present
violations of Environmental Laws or any
event, condition, circumstance, activity,
practice, incident, action or plan which is
reasonably likely to interfere with or
prevent continued compliance with
Environmental Laws or which would give rise
to any common law or statutory liability, or
otherwise form the basis of any claim,
action, suit or proceeding, against the
Company or its Subsidiaries based on or
resulting from the manufacture, processing,
distribution, use, treatment, storage,
disposal, transport or handling, or the
emission, discharge or release into the
environment, of any pollutant, contaminant
or hazardous or toxic material or waste; and
(iv) has taken all actions necessary under
applicable Environmental Laws to register
any products or materials required to be
registered by the Company or its
Subsidiaries (or any of their respective
agents) thereunder; (v) there is not located
at any of the real property used by the
Company or its Subsidiaries any underground
storage tank, asbestos-containing material
or equipment containing polychlorinated
biphenyls; and (vi) the Company has provided
to Inculab all written environmentally
related audits, studies, reports, analyses,
and results of investigations prepared by,
or on behalf of, the Company that have been
performed with respect to the Company's
currently or previously owned, leased or
operated properties.

SECTION 2.17   Conditions Affecting the
Company and its Subsidiaries.  There is no
fact, development or threatened development
with respect to the markets, products,
services, clients, customers, facilities,
computer software, data bases, personnel,
vendors, suppliers, operations, assets or
prospects of the Company and its
Subsidiaries which is known to the Company
which would materially adversely affect the
business, operations or prospects of the
Company or its Subsidiaries considered as a
whole, other than such conditions as may
affect as a whole the economy generally.
The Company does not have any reason to
believe that any loss of any employee,
agent, customer or supplier or other
advantageous arrangement in respect of the
Company will result because of the
consummation of the transactions
contemplated hereby.

SECTION 2.18   Brokers and Finders.  Other
than Pug Partners, no broker, finder or
investment banker or other party is entitled
to any brokerage, finder's or other similar
fee or commission in connection with the
transactions contemplated by this Agreement
based upon arrangements made by or on behalf
of the Company or its Subsidiaries or
Affiliates.  It is understood that the fee
or commission payable to Pug Partners shall
be set forth in a separate agreement.

SECTION 2.19   Change in Control Payments.
Except as set forth on Section 2.19 of the
Company Disclosure Schedule, the Company has
no plans, programs or agreements to which it
is a party, or to which it is subject,
pursuant to which payments (or acceleration
of benefits) may be required upon, or may
become payable directly or indirectly as a
result of, the Merger or a change of control
of the Company.

SECTION 2.20   Transactions with the
Company.  Except as set forth in
Schedule 2.20 of the Company Disclosure
Schedule, neither the Company nor its
Subsidiaries, nor any of their respective
directors, officers or employees, nor any
Affiliate of any of the foregoing (as such
term is hereinafter defined), directly or
indirectly (i) has any claim of any kind
against the Company or its Subsidiaries or
is owed any amounts by the Company or its
Subsidiaries other than compensation payable
by the Company for its current (but not any
prior) pay period, (ii) is obligated to the
Company or its Subsidiaries, (iii) has any
interest (other than as a shareholder) in
the assets of the Company or its
Subsidiaries, whether pursuant to any lease,
other agreement or otherwise, (iv) is a
party to any executory agreement with the
Company or its Subsidiaries, (v) is an
adverse party, directly or indirectly, to
any litigation or other proceedings to which
the Company or its Subsidiaries or any of
their respective assets are or may be
subject, or (vi) owns, manages, operates,
controls, is employed by or is otherwise in
any manner connected with or interested in
any entity with which the Company or its
Subsidiaries have had any material business
relationships, whether as a customer,
supplier or otherwise, or which has been a
competitor, directly or indirectly, of the
Company or its Subsidiaries.

SECTION 2.21   Completeness of Disclosure.
No representation or warranty by the Company
or its Subsidiaries in this Agreement nor
any certificate, schedule, statement,
document or instrument furnished or to be
furnished to Inculab pursuant hereto, or in
connection with the negotiation, execution
or performance of this Agreement, contains
or will contain any untrue statement of a
material fact or omits or will omit to state
a material fact required to be stated herein
or therein or necessary to make any
statement herein or therein not misleading.

                                                        EXHIBIT 3


  REPRESENTATIONS AND WARRANTIES OF INCULAB

Section   Title

 3.1      Organization and Qualification;

Subsidiaries

 3.2      Articles of Incorporation and

By-Laws

 3.3      Capitalization

 3.4      Authority Relative to this

Agreement

 3.5      No Conflict; Required Filings and

Consents

 3.6      Compliance; Permits

 3.7      Financial Statement and Related

Matters

 3.8      Absence of Certain Changes or

Events

 3.9      No Undisclosed Liabilities

 3.10     Absence of Litigation

 3.11     Employee Benefit Plans; Employment

Agreements

 3.12     Labor Matters

 3.13     Contracts

 3.14     Property Matters

 3.15     Taxes

 3.16     Environmental Matters

 3.17     Conditions Affecting the Company

 3.18     Brokers

 3.19     Change in Control Payments

 3.20     Transactions with the Company

 3.21     Completeness of Disclosure
SECTION 3.1    Organization and Qualification; Subsidiaries.
Inculab is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
requisite corporate power and authority and is in possession of all
franchises, grants, authorizations, licenses, permits, easements,
consents, certificates, approvals and orders ("Approvals")
necessary to own, lease and operate the properties it purports to
own, operate or lease and to carry on its business as it is now
being conducted.  Inculab is duly qualified or licensed as a
foreign corporation to do business, and is in good standing, in
each jurisdiction where the character of its properties owned,
leased or operated by it or the nature of its activities makes such
qualification or licensing necessary except where the failure to be
so qualified or licensed has not had, and would not have, a
material adverse effect.  All of the business and operations of
Inculab are conducted through, and all of the properties and assets
of Inculab are owned, licensed or leased by, Inculab. Except as set
forth in the Inculab Disclosure Schedule (as hereinafter defined)
Inculab does not have any subsidiaries and owns no equity interest
(or right to acquire any equity interest) in any entity.

SECTION 3.2    Articles of Incorporation and By-Laws.  Inculab has
heretofore furnished to the Company a complete and correct copy of
its Articles of Incorporation and By-Laws as amended to date.  Such
Articles of Incorporation and By-Laws are in full force and effect.
Inculab is not in violation of any of the provisions of its
Articles of Incorporation or By-Laws.

SECTION 3.3    Capitalization.  The authorized capital stock of
Inculab consists of 50,000,000 shares of common stock, $0.001 par
value, and 5,000,000 shares of preferred stock, $0.01 par value.
As of the date hereof (i) no more than 10,750,000 shares of Inculab
common stock  are issued and outstanding, all of which are validly
issued, and no shares of Inculab Common Stock are held in treasury;
(ii) no shares of Inculab preferred stock are issued or
outstanding, and (iii) all of the outstanding shares of Inculab
Common Stock are fully paid and non-assessable.  Except as set
forth in Section 3.3 of the written disclosure schedule delivered
on or prior to the date hereof by Inculab to the Company (the
"Inculab Disclosure Schedule"), there are no options, warrants or
other rights, agreements, arrangements or commitments of any
character relating to the issued or unissued capital stock of
Inculab or obligating Inculab to issue or sell any shares of
capital stock of, or other equity interests in, Inculab.  None of
the options, warrants, rights, agreements, arrangements or
commitments identified in Section 3.3 of the Inculab Disclosure
Schedule provide that a holder thereof or a party thereto shall
receive cash in respect of such options, warrants, rights,
agreements or arrangements absent action by the Board of Directors
or a committee thereof and no such action of the Board of Directors
or a committee thereof has been taken (except as may be provided
herein).  True, correct and complete copies of the forms of all
options, warrants, rights, agreements, arrangements or commitments
identified in Section 3.3 of the Inculab Disclosure Schedule have
been delivered to the Company.  All shares of Capital Stock subject
to issuance as aforesaid, upon issuance on the terms and conditions
specified in the instruments pursuant to which they are issuable,
shall be duly authorized, validly issued, fully paid and
nonassessable.  Except as disclosed in Section 3.3 of the Inculab
Disclosure Schedule, there are no obligations, contingent or
otherwise, of Inculab to repurchase, redeem or otherwise acquire
any shares of Inculab Capital Stock or to provide funds to or make
any investment (in the form of a loan, capital contribution,
guaranty or otherwise) in another entity.

SECTION 3.4    Authority Relative to this
Agreement.

          (a   Inculab has all necessary
corporate power and authority to execute and
deliver this Agreement and to perform its
obligations hereunder and to consummate the
transactions contemplated hereby.  The
execution and delivery of this Agreement by
Inculab and the consummation by Inculab of
the transactions contemplated hereby have
been duly and validly authorized by all
necessary corporate action, and no other
corporate proceedings on the part of Inculab
are necessary to authorize this Agreement or
to consummate the transactions so
contemplated (other than the adoption of
this Agreement by the shareholders of
Inculab Capital Stock entitled to vote in
accordance with the Delaware General
Corporation Law and Inculab's Articles of
Incorporation and By-Laws). This Agreement
has been duly and validly executed and
delivered by Inculab and, assuming the due
authorization, execution and delivery by
Company and Merger Sub, constitutes a legal,
valid and binding obligation of Inculab
enforceable against Inculab in accordance
with its terms.

          (b   The Board of Directors of
Inculab has duly and validly approved and
taken all corporate action required to be
taken by the Board of Directors for the
consummation of the transactions
contemplated by this Agreement, has
determined that it is advisable and in the
best interest of the Shareholders of Inculab
for Inculab to enter into a business
combination with the Company upon the terms
and subject to the conditions of this
Agreement, and will recommend that the
Inculab Shareholders approve and adopt this
Agreement and the Merger.

SECTION 3.5    No Conflict; Required Filings
and Consents.

          (a   Except as set forth in
Section 3.5(a) of the Inculab Disclosure
Schedule, the execution and delivery of this
Agreement by Inculab does not, and the
performance of this Agreement by Inculab and
the consummation of the transactions
contemplated hereby will not, (i) conflict
with or violate the Articles of
Incorporation or By-Laws of Inculab or (ii)
conflict in a material way with or violate
in a material way any federal, foreign,
state or provincial law, rule, regulation,
order, judgment or decree (collectively,
"Laws") applicable to Inculab or by which
its respective properties are bound or
affected.

          (b   The execution and delivery of
this Agreement by Inculab does not, and the
performance of this Agreement by Inculab
will not, require any consent, approval,
authorization or permit of, or filing with
or notification to, any domestic or foreign
governmental or regulatory authority except
the filing and recordation of appropriate
merger or other documents as required by the
DGCL and (ii) such filings and/or approvals
as shall be necessary in connection with the
SEC Filings and the Other Filings.

SECTION 3.6    Compliance; Permits.

          (a   Except as disclosed in
Section 3.6(a) of Inculab Disclosure
Schedule, Inculab is not in conflict with,
or in default or violation of, (i) any law
applicable to Inculab or by which its
properties are bound or affected or (ii) any
note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise
or other instrument or obligation to which
Inculab is a party or by which Inculab or
its properties are bound or affected.
          (b   Except as disclosed in
Section 3.6(b) of the Inculab Disclosure
Schedule, Inculab holds all permits,
licenses, easements, variances, exemptions,
consents, certificates, orders and approvals
from governmental authorities which are
material to the operation of the business of
Inculab taken as a whole as it is now being
conducted (collectively, the "Inculab
Permits") and Inculab is in compliance with
the terms of the Inculab Permits.

          (c   The Inculab Permits are set
forth in Section 3.6(c) of the Inculab
Disclosure Schedule.

SECTION 3.7    Financial Statement and
Related Matters.

          (a   Financial Statements.
Inculab has delivered to the Company true
and complete copies of the balance sheet of
the Company at December 31, 1999 and the
related statements of income and retained
earnings, cash flow and changes in
shareholders equity for the fiscal period
then ended, certified by Inculab's auditors
(the "Inculab Audited Financial
Statements").  The Inculab Audited Financial
Statement and the 2000 Inculab Financial
Statement are hereinafter called the
"Inculab Financial Statements".  The Inculab
Financial Statements have been or will be
prepared in accordance with generally
accepted accounting principles consistently
applied throughout the periods involved.
The balance sheets included in the Inculab
Financial Statements, including the related
notes, fairly present the financial
position, assets and liabilities (whether
accrued, absolute, contingent or otherwise)
of Inculab at the dates indicated, and the
statements of income and retained earnings,
cash flows and changes in shareholders
equity included in the Inculab Financial
Statements fairly present the results of
operations, cash flows and changes in
shareholders equity of Inculab for the
periods indicated.

          (b   Books and Records.  The
books, records and accounts of Inculab
maintained with respect to its businesses
accurately and fairly reflect, in reasonable
detail, the transactions and the assets and
liabilities of Inculab.  Inculab has not
engaged in any transaction, maintained any
bank account or used any of the funds of
Inculab except for transactions, bank
accounts and funds which have been and are
reflected in the normally maintained books
and records of its business.

SECTION 3.8    Absence of Certain Changes or
Events.  Except as set forth in Section
3.8(a) through Section3.8(m) of the Inculab
Disclosure Schedule, since December 31, 1999
Inculab has conducted its business in the
ordinary course consistent with past
practice and there has not occurred:

          (a   any change, effect or
circumstance that, individually or, when
taken together, is or is reasonably likely
to be materially adverse to the business,
assets (including intangible assets),
financial condition, prospects or results of
operations of Inculab;

          (b   any amendments or changes in
the Articles of Incorporation or By-laws of
Inculab;

          (c   any damage to, destruction or
loss of any asset of Inculab (whether or not
covered by insurance) that would require
expenditures in excess of $75,000 to repair
or replace;

          (d   any change by Inculab in its
accounting methods, principles or practices
except as required by any change in
generally accepted accounting principles;

          (e   any revaluation by Inculab of
any of its assets, including, without
limitation, writing off notes or accounts
receivable provided, however, such
revaluation shall be permitted under
generally accepted accounting principles;

          (f   any sale, pledge, disposition
of or encumbrance upon any assets of
Inculab, except sales of (i) immaterial
assets not in excess of $25,000 in the
aggregate and (ii) securities in the
ordinary course of business;

          (g   any cancellation of any debts
owed to or held by Inculab;

          (h   any execution or
implementation of any employment, bonus,
deferred compensation, severance or similar
agreement (or amendment of any such
agreement), any increase in employee welfare
or retirement benefits;

          (i   any labor dispute or any
activity or proceeding by a labor union or
representative thereof to organize any
employees of Inculab, or any lockouts,
strikes, slowdowns, picketing, work
stoppages or threats thereof by or with
respect to such employees;

          (j   any termination or notice of
termination of any contract, lease or
agreement;

          (k   any failure to pay Inculab's
creditors or to collect debt or obligations
owed to Inculab or any change in Inculab's
business practices inconsistent with prior
practice;

          (l   any contract or commitment
for capital expenditures in excess of
$75,000;

          (m   any commitment or agreement
to undertake any of the foregoing.

SECTION 3.9    No Undisclosed Liabilities.
Except as is disclosed in Section 3.9 of the
Inculab Disclosure Schedule, Inculab has no
liabilities (absolute, accrued, contingent
or otherwise), except liabilities (a) in the
aggregate adequately reserved or provided
for in the Inculab Financial Statements
(including any related notes thereto) or (b)
incurred since December 31, 1999 in the
ordinary course of business consistent with
past practice.

SECTION 3.10   Absence of Litigation.
Except as set forth in Section 3.10 of the
Inculab Disclosure Schedule, there are no
claims, actions, suits, proceedings or
investigations pending or, to the knowledge
of Inculab, threatened against Inculab or
any properties or rights of Inculab before
any court, arbitrator or administrative,
governmental or regulatory authority or
body, domestic or foreign.

SECTION 3.11   Employee Benefit Plans;
Employment Agreements.  (a)   Except in each
case as set forth in Section 3.11 of the
Inculab Disclosure Schedule, (i) there has
been no "prohibited transaction," as such
term is defined in Section 406 of ERISA and
Section 4975 of the Code, with respect to
any employee pension plans (as defined in
Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), any employee welfare plans (as
defined in Section 3(1) of ERISA) or any
bonus, stock option, stock purchase,
incentive, deferred compensation,
supplemental retirement, severance and other
similar fringe or employee benefit plans,
programs or arrangements (collectively, the
"Inculab Employee Plans"), which could
result in any material liability of Inculab;
(ii) all Inculab Employee Plans are in
compliance in all material respects with the
requirements prescribed by any and all laws
(including ERISA and the Code), currently in
effect with respect thereto (including all
applicable requirements for notification to
participants or the Department of Labor,
Pension Benefit Guaranty Corporation (the
"PBGC"), Internal Revenue Service (the
"IRS") or the Secretary of the Treasury),
and Inculab has performed all material
obligations required to be performed by it
under, is not in any material respect in
default under or violation of, and has no
knowledge of any material default or
violation by any other party to, any of the
Inculab Employee Plans; (iii) each Inculab
Employee Plan intended to qualify under
Section 401(a) of the Code and each trust
intended to qualify under Section 501(a) of
the Code is the subject of a favorable
determination letter from the IRS, and
nothing has occurred which may reasonably be
expected to impair such determination; (iv)
all contributions required to be made to any
Inculab Employee Plan pursuant to Section
412 of the Code, or the terms of the Inculab
Employee Plan or any collective bargaining
agreement, have been made on or before their
due dates; (v) with respect to each Inculab
Employee Plan, no "reportable event" within
the meaning of Section 4043 of ERISA
(excluding any such event for which the
30-day notice requirement has been waived
under the regulations to Section 4043 of
ERISA) nor any event described in Section
4062, 4063 or 4041 of ERISA has occurred;
(vi) no withdrawal (including a partial
withdrawal) has occurred with respect to any
multiemployer plan within the meaning set
forth in Section 3(37) of ERISA that has
resulted in, or could reasonably be expected
to result in, any material withdrawal
liability for Inculab; (vii) Inculab has not
incurred, nor does it reasonably expect to
incur, any liability under Title IV of ERISA
(other than liability for premium payments
to the PBGC, and contributions not in
default to the respective plans, arising in
the ordinary course), and (viii) Inculab has
no liabilities for post-retirement welfare
benefits, including retiree medical
benefits.  The Inculab Employee Plans are
described in Section 3.11 of the Inculab
Disclosure Schedule and a copy of each plan
has been furnished or made available to
Parent.

          (b   Except as described in
Section 3.11 of the Inculab Disclosure
Schedule, Inculab is not a party to or bound
by any oral or written employment agreement
(other than employment agreements terminable
by Inculab without penalty on notice of 30
days or less under which the only monetary
obligation of Inculab is to make current
wage or salary payments and provide current
fringe benefits), consulting, advisory or
service agreement, deferred compensation
agreement, confidentiality agreement or
covenant not to compete.  No employee of
Inculab whose salary and bonus is reasonably
expected to exceed $50,000 in Inculab's
current fiscal year or whose salary and
bonus exceeded such amount in Inculab's
prior fiscal year has ceased to be employed
by Inculab (other than through death or
retirement at normal retirement age) during
the preceding 12-month period.

SECTION 3.12   Labor Matters.  Except as set
forth in Section 3.12 of the Inculab
Disclosure Schedule, Inculab is not a party
to any collective bargaining agreement or
other labor union contract applicable to
persons employed by Inculab, nor does
Inculab know of any activities or
proceedings of any labor union to organize
any such employees.

SECTION 3.13   Contracts.

          (a   Except as set forth in
Section 3.13(a) of the Inculab Disclosure
Schedule and the Inculab Financial
Statements, Inculab is not a party to or
bound by (collectively, "Inculab
Agreements"):

               (i   any consignment,
distributor, dealer, sales agency,
advertising representative or advertising or
public relations contract, agreement or
commitment which Inculab reasonably
anticipates will involve the payment after
the date hereof of more than $25,000 during
Inculab's current fiscal year;

               (ii  any contract, agreement,
option, warrant, right or commitment
regarding the purchase, sale or issuance of
capital shares (or interests therein) of
Inculab, including, without limitation, the
Inculab Capital Stock;

               (iii      any contract,
agreement or commitment regarding the sale
of services by Inculab, or for the purchase
of goods or services by Inculab, which
Inculab reasonably anticipates will involve
the receipt or payment after the date hereof
of more than $25,000 during Inculab's
current fiscal year;

               (iv  any guarantee or
indemnification agreement for the benefit of
any third party;

               (v   any tax sharing
          agreements;

               (vi  any contract, agreement
or commitment which provides for the
incurrence by Inculab of indebtedness for
borrowed money;

               (vii      any partnership or
          joint venture agreement;

               (viii     any contract,
agreement or commitment pursuant to which
any person is granted a general or special
power of attorney by Inculab; or

               (ix  any other contract,
agreement, commitment, understanding or
instrument involving payment or receipt
after the date hereof of more than $25,000
in the aggregate in the current fiscal year
of Inculab and not terminable without
penalty by Inculab on 60 days' or less
notice, or which is otherwise material to
the operations of Inculab.

          (b   Except as set forth in
Section 3.13(b) of the Inculab Disclosure
Schedule,

               (i   each of Inculab's
leases, contracts and other agreements
listed in the Inculab Disclosure Schedule
constitute a valid and binding obligation of
Inculab and, to Inculab's knowledge, the
other parties thereto, and is in full force
and effect;

               (ii  Inculab has not been
declared to be in breach or default under
any of the Inculab Agreements and, to
Inculab's knowledge, no other party to any
of the Inculab Agreements is in material
breach or material default thereunder; and

               (iii      true and complete
copies of all Inculab Agreements, including
any amendments thereto, have been made
available to the Company for its review.

SECTION 3.14   Property Matters.  Section
3.14 of the Inculab Disclosure Schedule sets
forth all real property used by Inculab in
the conduct of its business.  [Inculab does
not have any right, title or interest in any
real property other than the leased real
property set forth in Section 3.14 of the
Inculab Disclosure Schedule.] Except as set
forth in Section 3.14 of the Inculab
Disclosure Schedule, Inculab has good and
marketable title to all of its properties
and assets, free and clear of all Liens,
charges and encumbrances; and all leases
pursuant to which Inculab leases from others
real or personal property, are in good
standing, valid and effective in accordance
with their respective terms, and there is
not under any of such leases, any existing
material default or event of default (or
event which with notice or lapse of time, or
both, would constitute a material default).
All assets and properties used in the
business of Inculab are in good condition
and repair, ordinary wear and tear excepted.
The assets and properties owned, leased or
licensed by Inculab are all assets and
properties which are necessary for the
conduct of its business as presently
conducted.  None of the buildings,
structures, improvements, or parcels of real
estate comprising the real property used by
Inculab is in material violation of, or is
the subject of any material complaint or
notice of material violation of, any
applicable zoning ordinance, building code
or restrictive covenant.  No person other
than Inculab owns any equipment or other
tangible assets used in the operation of its
businesses, except for leased items and for
items of immaterial value.

SECTION 3.15   Taxes.

          (a   For purposes of this
Agreement, "Tax" or "Taxes" shall mean
taxes, fees, levies, duties, tariffs,
imposts, and governmental impositions or
charges of any kind in the nature of (or
similar to) taxes, payable to any federal,
state, local or foreign taxing authority,
including (without limitation) (i) income,
franchise, profits, gross receipts, ad
valorem, net worth, value added, sales, use,
service, real or personal property, special
assessments, capital stock, license,
payroll, withholding, employment, social
security, workers' compensation,
unemployment compensation, utility,
severance, production, excise, stamp,
occupation, premiums, windfall profits,
transfer and gains taxes, and (ii) interest,
penalties, additional taxes and additions to
tax imposed with respect thereto; and "Tax
Returns" shall mean returns, reports,
information statements and other similar
documents with respect to Taxes required to
be filed with the IRS or any other federal,
foreign, state or provincial taxing
authority, domestic or foreign, including,
without limitation, consolidated, combined
and unitary tax returns.

          (b   Other than as disclosed in
Section 3.15(b) of the Inculab Disclosure
Schedule,

               (i    Inculab and each of its
Subsidiaries have timely filed with the
appropriate taxing authorities all Tax
Returns required to be filed by them (giving
effect to valid extensions) and all such Tax
Returns are true, correct and complete in
all material respects;

               (ii  all material Taxes due
and owing by Inculab and its Subsidiaries
have been timely paid or adequately reserved
for;

               (iii      there are no Tax
liens on any assets of Inculab or any
Subsidiary thereof other than liens relating
to current Taxes not yet due and payable;

               (iv  neither Inculab nor any
of its Subsidiaries has granted any waiver
of any statute of limitations with respect
to, or any extension of a period for the
assessment of, any Tax;

               (v   no power of attorney has
been granted with respect to any matter
relating to Taxes of Inculab or any of its
Subsidiaries which is currently in force;

               (vi  neither Inculab nor any
of its Subsidiaries is, or has been, a
United States real property holding
corporation (as defined in Section 897(c)(2)
of the Code) during the applicable period
specified in Section 879(c)(1)(A)(ii) of the
Code;

               (vii      Inculab and each of
its Subsidiaries have complied in all
material respects with all applicable laws,
rules and regulations relating to Taxes
required to be withheld or collected,
including, without limitation, Taxes
required to be withheld pursuant to Sections
1441 and 1442 of the Code and Taxes required
to be withheld from employee wages;

               (viii     none of Inculab or
any of its Subsidiaries has received any
notice of an audit examination, deficiency,
refund litigation, proposed adjustment or
matter in controversy with respect to any
Taxes or Tax Return of Inculab or any of its
Subsidiaries, and no audits or other
administrative proceedings or court
proceedings with respect to any Taxes or Tax
Returns of Inculab or any of its
Subsidiaries are in progress;

               (ix  no taxing authority has
asserted that Inculab or any of its
Subsidiaries was required to file any Tax
Return that was not filed;

               (x   neither Inculab nor any
of its Subsidiaries is a "consenting
corporation" within the meaning of Section
341(f) of the Code or has agreed to have
Section 341(f)(2) of the Code apply to any
disposition of a subsection (f) asset (as
such term is defined in Section 341(f)(4) of
the Code) owned by Inculab or any of its
Subsidiaries;

               (xi  neither Inculab nor any
of its Subsidiaries is a party to or bound
by any Tax indemnity, sharing, allocation or
similar contract or arrangement;

               (xii      neither Inculab nor
any of its Subsidiaries is or has ever been
a member of a group of corporations with
which it has filed (or been required to
file) consolidated, combined, unitary or
similar Tax Returns, other than a group of
which only Inculab and its Subsidiaries are
or were members;

               (xiii     neither Inculab nor
any of its Subsidiaries has agreed to, or is
required to, make any adjustment under
Section 481(a) of the Code by reason of a
change in accounting method or otherwise;
               (xiv      the statute of
limitations for the assessment of Taxes has
expired for all Tax Returns of Inculab and
its Subsidiaries or those Tax Returns have
been audited and closed by the appropriate
taxing authorities.

               (xv  The accruals and
reserves for Taxes (including deferred
taxes) reflected in the Inculab Financial
Statements are in all material respects
adequate to cover all Taxes required to be
accrued through the date thereof (including
interest and penalties, if any, thereon and
Taxes being contested) in accordance with
generally accepted accounting principles
applied on a consistent basis.

          The representations set forth in
this Section 3.15 shall not be deemed
breached in the event Inculab is required to
pay a Tax not reflected in Inculab's books
and records in an aggregate amount of less
than $25,000 or if Inculab shall incur
additional liability with respect to
unemployment insurance as a result of an
audit by the state unemployment insurance
authorities.

          (c   Inculab does not own any
property of a character, the indirect
transfer of which pursuant to this
Agreement, would give rise to, nor will
Inculab suffer as a result of the
consummation of the Merger, any documentary,
stamp or other transfer tax.

SECTION 3.16   Environmental Matters.
Except as set forth in Section 3.16 of the
Inculab Disclosure Schedule, Inculab: (i)
has obtained all Approvals which are
required to be obtained under, and are in
compliance with, all applicable federal,
state, foreign or local laws or any
regulation, code, plan, order, decree,
judgment, notice or demand letter issued,
entered, promulgated or approved thereunder
relating to pollution or protection of the
environment, including laws relating to
emissions, discharges, releases or
threatened releases of pollutants,
contaminants, or hazardous or toxic
materials or wastes into ambient air,
surface water, ground water, or land or
otherwise relating to the manufacture,
processing, distribution, use, treatment,
storage, disposal, transport, or handling of
pollutants, contaminants or hazardous or
toxic materials or wastes ("Environmental
Laws") by Inculab or its agents; (ii) is in
compliance with all terms and conditions of
such required Approvals, and also is in
compliance with all other limitations,
restrictions, conditions, standards,
prohibitions, requirements, obligations,
schedules and timetables contained in
applicable Environmental Laws; (iii) has not
received notice of any past or present
violations of Environmental Laws or any
event, condition, circumstance, activity,
practice, incident, action or plan which is
reasonably likely to interfere with or
prevent continued compliance with
Environmental Laws or which would give rise
to any common law or statutory liability, or
otherwise form the basis of any claim,
action, suit or proceeding, against Inculab
based on or resulting from the manufacture,
processing, distribution, use, treatment,
storage, disposal, transport or handling, or
the emission, discharge or release into the
environment, of any pollutant, contaminant
or hazardous or toxic material or waste; and
(iv) has taken all actions necessary under
applicable Environmental Laws to register
any products or materials required to be
registered by Inculab (or any of its agents)
thereunder; (v) there is not located at any
of the real property used by Inculab any
underground storage tank,
asbestos-containing material or equipment
containing polychlorinated biphenyls; and
(vi) Inculab has provided to the Company all
written environmentally related audits,
studies, reports, analyses, and results of
investigations prepared by, or on behalf of,
Inculab that have been performed with
respect to Inculab's currently or previously
owned, leased or operated properties.

SECTION 3.17   Conditions Affecting Inculab.
There is no fact, development or threatened
development with respect to the markets,
products, services, clients, customers,
facilities, computer software, data bases,
personnel, vendors, suppliers, operations,
assets or prospects of Inculab which is
known to Inculab which would materially
adversely affect the business, operations or
prospects of Inculab considered as a whole,
other than such conditions as may affect as
a whole the economy generally.  Inculab does
not have any reason to believe that any loss
of any employee, agent, customer or supplier
or other advantageous arrangement in respect
of Inculab will result because of the
consummation of the transactions
contemplated hereby.

SECTION 3.18   Brokers and Finders.  Other
than Pug Partners, no broker, finder or
investment banker or other party is entitled
to any brokerage, finder's or other similar
fee or commission in connection with the
transactions contemplated by this Agreement
based upon arrangements made by or on behalf
of Inculab.  It is understood that the fee
or commission payable to Pug Partners shall
be set forth in a separate agreement.

SECTION 3.19   Change in Control Payments.
Except as set forth on Section 3.19 of the
Inculab Disclosure Schedule, Inculab has no
plans, programs or agreements to which it is
a party, or to which it is subject, pursuant
to which payments (or acceleration of
benefits) may be required upon, or may
become payable directly or indirectly as a
result of, the Merger or a change of control
of Inculab.

SECTION 3.20   Transactions with Inculab.
Except as set forth in Schedule 3.20 of the
Inculab Disclosure Schedule, neither
Inculab, nor any director, officer or
employee of Inculab, nor any Affiliate of
any of the foregoing (as such term is
hereinafter defined), directly or indirectly
(i) has any claim of any kind against
Inculab or is owed any amounts by Inculab
other than compensation payable by Inculab
for its current (but not any prior) pay
period, (ii) is obligated to Inculab, (iii)
has any interest (other than as a
shareholder) in the assets of Inculab,
whether pursuant to any lease, other
agreement or otherwise, (iv) is a party to
any executory agreement with Inculab, (v) is
an adverse party, directly or indirectly, to
any litigation or other proceedings to which
Inculab or any of its assets are or may be
subject, or (vi) owns, manages, operates,
controls, is employed by or is otherwise in
any manner connected with or interested in
any entity with which Inculab has had any
material business relationships, whether as
a customer, supplier or otherwise, or which
has been a competitor, directly or
indirectly, of Inculab.

SECTION 3.21   Completeness of Disclosure.
No representation or warranty by Inculab in
this Agreement nor any certificate,
schedule, statement, document or instrument
furnished or to be furnished to the Company
pursuant hereto, or in connection with the
negotiation, execution or performance of
this Agreement, contains or will contain any
untrue statement of a material fact or omits
or will omit to state a material fact
required to be stated herein or therein or
necessary to make any statement herein or
therein not misleading.
                                                       EXHIBIT 4A




                  REPRESENTATIONS AND WARRANTIES
              OF THE COMPANY PRINCIPAL SHAREHOLDERS



Section   Title

4A.1      Authority; No Violation

4A.2      No Conflict; Required Filing and
Consents

4A.3      Title to Capital Stock

4A.4      Shareholders Meeting

SECTION 4 .1   Authority; No Violation.

          (a   Each Company Principal Shareholder has full power
and authority to execute and deliver this Agreement and to perform
its or his obligations hereunder and to consummate those
transactions relevant to such Company Principal Shareholder
contemplated hereby.  With respect to any Company Principal
Shareholder which is not a natural person, the person executing
this Agreement for such Company Principal Shareholder represents
and warrants that he or she has full power and authority to bind
such Company Principal Shareholder to the obligations hereunder.

          (b   The execution, delivery and performance of this
Agreement by each Company Principal Shareholder does not conflict
with (i) any agreement or other instrument to which such Company
Principal Shareholder is a party or by which such Company Principal
Shareholder is bound or (ii) with respect to a Company Principal
Shareholder which is a corporation, its Articles of Incorporation
or by-laws.

          (c   The execution and delivery of this Agreement by each
Company Principal Shareholder which is a corporation and the
consummation by such Company Principal Shareholder of the
transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of such
Company Principal Shareholder, and no other corporate proceedings
on the part of such Company Principal Shareholder are necessary to
authorize this Agreement or to consummate the transactions so
contemplated.

          (d   This Agreement has been duly and validly executed
and delivered by each Company Principal Shareholder and, assuming
the due authorization, execution and delivery by the Company and
Inculab, constitutes a legal, valid and binding obligation of each
Company Principal Shareholder enforceable against each of them in
accordance with its terms.

SECTION 4 .2   No Conflict; Required Filing and Consents.

          (a)  The execution and delivery of this Agreement by each
Company Principal Shareholder does not, and the performance of this
Agreement by each Company Principal Shareholder and the
consummation of the transactions contemplated hereby will not, (i)
conflict with or violate any laws applicable to such Company
Principal Shareholder or by which its or his respective properties
are bound or affected, or (ii) result in any breach of or
constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or impair such Company
Principal Shareholder's rights or alter the rights or obligations
of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of a Lien on any of the properties or assets of
such Company Principal Shareholder pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Company
Principal Shareholder is a party or by which such Company Principal
Shareholder or its or his properties are bound or affected.

          (b)  The execution and delivery of
this Agreement by each Company Principal
Shareholder does not, and the performance of
this Agreement by each Company Principal
Shareholder will not, require any consent,
approval, authorization or permit of, or
filing with or notification to, any
governmental or regulatory authority,
domestic or foreign, except (i) for the
filing and recordation of appropriate merger
or other documents as required by the NGCL,
and (ii) where the failure to obtain such
consents, approvals, authorizations or
permits, or to make such filings or
notifications would not (A) prevent or delay
consummation of the Merger, or (B) otherwise
prevent each Company Principal Shareholder
from performing their respective obligations
under this Agreement.

SECTION 4 .3   Title to Capital Stock.  Each
Company Principal Shareholder has good,
valid and marketable title to the number of
shares of Capital Stock set forth below such
Company Principal Shareholder's name on the
signature page hereof, and will, upon the
exercise of stock options, if any, held by
such Company Principal Shareholder, have
good, valid and marketable title to the
number of additional shares of Capital Stock
if any, set forth below such Company
Principal Shareholder's name, in each case
free and clear of all Liens and has, or upon
exercise of the options held by him will
have, full right and power to vote and
dispose of such shares of Capital Stock as
contemplated herein.

SECTION 4 .4   Shareholders Meeting.  Each
Company Principal Shareholder hereby
represents and warrants that it or he has
voted all of its or his shares of Capital
Stock in favor of the Merger.  Each Company
Principal Shareholder agrees to take all
such steps as shall be reasonably necessary
to effectuate the transactions set forth in
this Agreement.
                                                       EXHIBIT 4B




                  REPRESENTATIONS AND WARRANTIES
                OF INCULAB PRINCIPAL SHAREHOLDERS



Section   Title

4B.1      Authority; No Violation

4B.2      No Conflict; Required Filing and
Consents

4B.3      Title to Capital Stock

4B.4      Shareholders Meeting




SECTION 4B.1   Authority; No Violation.

          (1)  Each Inculab Principal Shareholder has full power
and authority to execute and deliver this Agreement and to perform
its or his obligations hereunder and to consummate those
transactions relevant to such Inculab Principal Shareholder
contemplated hereby with respect to any Inculab Principal
Shareholder which is not a natural person, the person executing
this Agreement for such Inculab Principal Shareholder represents
and warrants that he or she has full power and authority to bind
such Inculab Principal Shareholder to the obligations hereunder.

          (2)  The execution, delivery and performance of this
Agreement by each Inculab Principal Shareholder does not conflict
with (i) any agreement or other instrument to which such Inculab
Principal Shareholder is a party or by which such Inculab Principal
Shareholder is bound or (ii) with respect to an Inculab Principal
Shareholder which is a corporation, its Articles of Incorporation
or by-laws.

          (c)  The execution and delivery of this Agreement by each
Inculab Principal Shareholder which is a corporation and the
consummation by such Inculab Principal Shareholder of the
transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of such
Inculab Principal Shareholder, and no other corporate proceedings
on the part of such Inculab Principal Shareholder are necessary to
authorize this Agreement or to consummate the transactions so
contemplated.

          (d)  This Agreement has been duly and validly executed
and delivered by each Inculab Principal Shareholder and, assuming
the due authorization, execution and delivery by the Company and
Inculab, constitutes a legal, valid and binding obligation of each
Inculab Principal Shareholder enforceable against each of them in
accordance with its terms.

SECTION 4B.2   No Conflict; Required Filing and Consents.

          (1)  The execution and delivery of this Agreement by each
Inculab Principal Shareholder do not, and the performance of this
Agreement by each Inculab Principal Shareholder and the
consummation of the transactions contemplated hereby will not, (i)
conflict with or violate any laws applicable to such Inculab
Principal Shareholder or by which its or his respective properties
are bound or affected, or (ii) result in any breach of or
constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or impair such Inculab
Principal Shareholder's rights or alter the rights or obligations
of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result
in the creation of a Lien on any of the properties or assets of
such Inculab Principal Shareholder pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such Inculab
Principal Shareholder is a party or by which such Inculab Principal
Shareholder or its or his properties are bound or affected.

          (2)  The execution and delivery of
this Agreement by each Inculab Principal
Shareholder does not, and the performance of
this Agreement by each Inculab Principal
Shareholder will not, require any consent,
approval, authorization or permit of, or
filing with or notification to, any
governmental or regulatory authority,
domestic or foreign, except (i) for the
filing and recordation of appropriate merger
or other documents as required by the
Delaware General Corporation Law, and (ii)
where the failure to obtain such consents,
approvals, authorizations or permits, or to
make such filings or notifications would not
(A) prevent or delay consummation of the
Merger, or (B) otherwise prevent each
Inculab Principal Shareholder from perform
ing their respective obligations under this
Agreement.

SECTION 4B.3   Title to Inculab Capital
Stock.  Except as set forth in Section 4B.C
of the Inculab Principal Shareholders
Disclosure Schedule, each Inculab Principal
Shareholder has good, valid and marketable
title to the number of shares of Inculab
Capital Stock set forth below such Inculab
Principal Shareholder's name on the
signature page hereof, and will, upon the
exercise of stock options, if any, held by
such Inculab Principal Shareholder, have
good, valid and marketable title to the
number of additional shares of Inculab
Capital Stock if any, set forth below such
Inculab Principal Shareholder's name, in
each case free and clear of all Liens and
has, or upon exercise of the options held by
him will have, full right and power to vote
and dispose of such shares of Inculab
Capital Stock as contemplated herein.

SECTION 4B.4   Shareholders Meeting.  Each
Inculab Principal Shareholder hereby
represents and warrants that it or he has
voted all of its or his shares of Inculab
Capital Stock in favor of the Merger.  Each
Inculab Principal Shareholder agrees to take
all such steps as shall be reasonably
necessary to effectuate the transactions set
forth in this Agreement.