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                                                                   Exhibit 10.11


                               WILLIAMS LAW GROUP
                               2503 W. GARDNER CT.
                                 TAMPA FL 33611


Gerhard Melnyk
MGM Group
2505 Lake Jackson Circle
Orlando FL

Re: Response to your questions concerning SSI

Dear Gerhard,

You have recently asked us to respond to the following questions:

o    How does your process differ from most public shell/reverse merger
     transactions?

o    Does your company have stockholders with fully free trading stock that they
     can sell immediately after the merger closes?

o    What information is furnished to shareholders of SSI?

o    Are there alternatives to the structure you utilize?

o    Will the SEC's concerns about shell merger transactions make your process
     more difficult?

     o    In that connection, we understand that the SEC permits shell merger
          transactions under Rule 419. Is there any difference between your
          transaction structure and a transaction done under Rule 419?

In response your questions, we submit the following:

We believe our transactions differ from the typical public shell/reverse merger
transactions in that our transactions are structured to fully comply with the
registration provisions of federal securities laws. In our transaction, our
shares are transferred to shareholders of the private company from our treasury
stock under an SEC registration statement. Many typical public shell transaction
do not utilize unissued treasury stock but instead involve the transfer of
issued and outstanding shares from existing insider and non-insider
shareholders, allegedly in compliance with Rule 144(k) but actually in violation
of the registration provisions of the 1933 Act. Although our process may take a
little longer to accomplish, it is accomplished without violating federal
securities laws.

You then asked us why it was that everyone buying trading shells was engaged in
transactions violating federal securities laws without getting caught. We don't
know. We pointed out to you that the law in this area was clear. In that
connection, we told you the following:

With respect to the transfer of non-insider shares, in an SEC Administrative
Proceeding found in Securities Exchange Act of 1934 Rel. No. 41123 / March 1,
1999, Admin. Proc. File No. 3-8584, In the Matter of Jacob Wonsover, concerning
the fraudulent sale of shares under SEC Rule 144(k), the SEC held that:

     Even if the Seven Shareholders had held their shares for the three years
     mandated by Rule 144(k), their sales still would not be covered by the safe
     harbor. As Wonsover knew: (1) Gibori actively managed each of the accounts
     at issue, (2) six of the Seven Shareholders' accounts were opened using
     Gil-Med's address, and (3) two accounts were opened on behalf of relatives
     of Gibori. The Division introduced evidence, uncontradicted by Wonsover,
     that nearly all of the proceeds from



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     sales for the Nineteen Shareholders were deposited in bank accounts owned
     or controlled by Gibori. Because the accounts of the Seven Shareholders
     (and, indeed, the accounts of all Nineteen Shareholders) were nominee
     accounts controlled by Gibori, the Seven Shareholders were "affiliates" of
     Gil-Med whose stock sales could not qualify under Rule 144(k).

This means that the transfer of what would otherwise be non-insider 144(k)
shares in a controlled transaction violates the registration provisions of the
1933 Act.

We also told you that there were problems with the transfer of shares by former
insiders of the shell 91 days after they are no longer insiders. The position of
the SEC is that the date of transfer for the purposes of Rule 144(k) by a person
who is an insider or affiliate is the date a binding contract is entered into to
acquire the shares, not the date the share certificates are transferred, even if
the transfer occurs more than 90 days after the insider or affiliate ceases to
be an insider or affiliate. See Division Of Corporation Finance Manual of
Publicly Available Telephone Interpretations, Compiled by: The Office of Chief
Counsel, July 1997, Answer 104: "A person who enters into a binding contract for
the sale of restricted securities within three months after ceasing to be an
affiliate of the issuer of such securities may not utilize Rule 144(k), even
though the delivery of the securities takes place more than three months after
such person loses affiliate status."

This means that the transfer of what would otherwise be former insider 144(k)
shares in a transaction agreed upon when that person was an insider violates the
registration provisions of the 1933 Act.

We also told you that under SEC Rule 145, unregistered shares issued in a merger
are not free trading, and the minimum one-year holding period for such shares
starts all over again as of the date the merger is closed.

So our conclusion that attempting to do this transaction by merger with a
trading shell without filing a registration statement violates the 1933 and 1934
Acts is clearly supported.

You then asked us to explain if it were so obvious that these transactions
violated the law, why is everyone doing it this way and getting away with it?
This is not an easy question to answer. We know that the SEC has scarce
enforcement resources, which means that even if there are violations, they won't
necessarily be prosecuted. Or perhaps it's just that the SEC has not gotten the
word out. Through the exchange of letters between Mr. Ken Worm of the NASD and
Mr. Richard Wulff of the SEC discussed below, everyone now knows that trying to
create blank check shell companies and get them listed without registration is
illegal. But apparently everyone doesn't yet know that acquiring free trading
shares in a currently trading shell through Rule 144(k) rather than through
registration is just as illegal. We expect one day soon to see another exchange
of letters between the NASD and the SEC on this subject. And we also expect that
the SEC will put all Transfer Agents on notice of this position.

We also told you that we believed that if the SEC investigated all trading shell
mergers done in period since last July when free trading 504 stock ended, and
probably prior to that time as well, they would find that the overwhelming
majority of them violated federal securities laws. And we told you we though it
would be a relatively easy investigation to undertake. All the SEC would have to
do is obtain a list of these transactions from the NASD. They could then obtain
the stock transfer records on these companies from the Transfer Agents. They
would only need to look for blocks of non-insider shares transferred at or about
the time of the merger by multiple non-insider stockholders of the shell and for
blocks of insider shares transferred at or about 91 days after the merger by
former insider stockholders of the shell. When they found this activity, it
seems to us that the violations would be obvious.



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As to the next issue, we told you that our shareholders do not own fully free
trading stock, and our stock is not being registered for resale, such that it
can only be transferred under the provisions of Rule 144 for a period of two
years from date of issuance, which period expires in March, 2001. In addition,
my shares are being placed in a blind trust under which all sales decisions will
be made exclusively by the trustee and no details of the trust's holdings or
sales will be disclosed to me. In many typical public shell transactions,
existing stockholders of the public shell hold fully free trading stock that can
be resold anytime and in any amount they want after the merger closes.

We make full disclosure about our company and our process of going public to
shareholders of the private company because our registration statement is
declared effective by the SEC and delivered to those stockholders before the
merger closes. We also make sure the merger is then closed in full compliance
with relevant state law before trading begins.

We also explained that we could accomplish SSI's objectives without a reverse
merger through the registration of shares of SSI non-insider shareholders for
resale on form SB-2. Both our process and the selling stockholder SB-2 have the
same result: A company becomes an SEC reporting company with all free-trading
shares obtained utilizing an SEC registration statement. The only substantive
difference is the form of registration statement used. Even though SB-2 is
available, you indicated that SSI was only interested in going public through
the reverse merger process. This is consistent with our experience with other
private companies desiring to go public in today's market.

Concerning the inquiry as to whether we felt that this registration statement
would be adversely affected because a blank check merger was involved, we
pointed out that in adopting Rule 419, the SEC expressly authorized blank check
acquisitions if done under a registration statement in the manner prescribed by
the rule. In fact, we believe our transaction could be called a "Cashless Rule
419 Offering." We are technically not required to comply with Rule 419 because
the rule is designed for situations in which an acquisition company such as ours
wants to raise money before making an acquisition. We are not in the business of
raising money. But we are complying with the intent of Rule 419 in that the rule
does require the filing and dissemination before the merger closes of a
post-effective amendment containing the same disclosure as in this registration
statement.

Recent developments in this area confirm our conclusion. On January 21, 2000,
Richard K. Wulff, Chief of the Office of Small Business of the SEC wrote to Mr.
Ken Worm, Assistant Director of the OTC Compliance Unit of NASD Regulation
concerning blank check companies. The letter outlines a series of concerns about
resales of securities when a Rule 145 or Rule 419 type transaction is done
without registration. In Footnote 7 on page 2 of the letter, the SEC indicates
that in general it does not object to resales in a Rule 145 transaction such as
ours or in a Rule 419 to which our transaction is analogous if such transactions
are done "in a registered transaction such as one offered in compliance with
Rule 419." As noted above, this is just what we are doing. A copy of these
letters are attached.

We also note that in a Rule 419 merger, if the private company requires fully
registered stock as a condition of the merger, then the exact same registration
statement as we are filing in this transaction is required. Our transaction is
structured to comply in all relevant respects with the process the SEC has
prescribed for blank check company reverse merger transactions.


                                          Sincerely,



                                          Michael T. Williams, Esq.