Exhibit 10.15

                             STOCKHOLDERS' AGREEMENT


                  This STOCKHOLDERS'  AGREEMENT (this "Agreement"),  dated as of
August 1, 2000, by and among  AmeriCom USA,  Inc., a Delaware  corporation  (the
"Corporation"),  Robert M. Cezar and those  other  stockholders  and  beneficial
owners of the Corporation whose names are set forth on the signature pages below
(together,   the   "Stockholders"),   and  Giacomo  Torrente  (the  "Stockholder
Representative").

                  WHEREAS, each Stockholder is currently the beneficial owner of
the number of shares of common stock of the  Corporation set forth opposite such
Stockholder's name on Exhibit A attached hereto;

                  WHEREAS,   the  Stockholder   Representative  is  providing  a
personal  guarantee of a short-term  loan extended by Sterling  National Bank of
New York to the Corporation; and

                  WHEREAS,  in recognition of the  Stockholder  Representative's
willingness to provide such guarantee for the benefit of the  Corporation and in
order to induce certain  Investors (as defined below) to purchase certain shares
of capital stock of the Company in the Private Placement (as defined below), the
Stockholders  and the  other  parties  hereto  have  agreed  to enter  into this
Agreement for the benefit of the Corporation.

                  NOW THEREFORE,  in  consideration  of the mutual covenants and
agreements  contained  herein and other  good and  valuable  consideration,  the
receipt and sufficiency of which is hereby  acknowledged,  the parties intending
to be legally bound hereto hereby agree as follows:

                  1.  Definitions.  The following terms shall have the following
meanings when used herein:

                  "Cezar Trust  Shares" shall mean the 50,000 Shares held by The
                  Robert and Dianne Cezar  Grandchildrens'  Trust Dated  1/25/98
                  and the  475,883  Shares  held by the  Robert &  Dianne  Cezar
                  Irrevocable Trust Dated 1/25/98.

                  "Delivery  Event" shall occur if the Market Price per share of
                  the shares of common stock of the Corporation purchased by the
                  Investors  in the Private  Placement is less than the purchase
                  price  per  share   (appropriately   adjusted  for  splits  or
                  dividends,  combinations,  recapitalizations,  reorganizations
                  and  like  events  occurring  after  the  consummation  of the
                  Private Placement) paid by the Investors for such shares.

                  "Escrow  Agent" shall mean Kramer Levin Naftalis & Frankel LLP
                  or such  other  person or entity  mutually  designated  by the
                  Stockholder Representative, on behalf of the Stockholders, and
                  the Investors to act as escrow agent.

<PAGE>

                  "Market  Price" of any  security  shall mean as of the date of
                  determination,  (a) the  average of the  closing bid and asked
                  prices of such security for the sixty (60) consecutive trading
                  days immediately  preceding such date, as officially  reported
                  on the principal  national  securities  exchange on which such
                  security is then listed or admitted to trading; or (b) if such
                  security  is not then  listed or  admitted  to  trading on any
                  national  securities  exchange but is designated as a national
                  market  system   security  by  the  National   Association  of
                  Securities Dealers, Inc., the average closing trading price of
                  such  security  for the sixty (60)  consecutive  trading  days
                  immediately  preceding  such date;  or (c) if such security is
                  not so designated, the average of the reported closing bid and
                  asked prices of such security in the  over-the-counter  market
                  for  the  sixty  (60)  consecutive  trading  days  immediately
                  preceding such date as shown by the National  Market System of
                  the National Association of Securities Dealers, Inc. Automated
                  Quotation  System and  reported  by any member firm of the New
                  York  Stock  Exchange  selected  by  the  Corporation.  If the
                  security is not publicly held or so listed or traded,  "Market
                  Price" shall mean the fair value of the security as determined
                  in good faith by the Board of  Directors  of the  Corporation,
                  whose determination shall be conclusive.

                  "Private  Placement"  shall  mean the  currently  contemplated
                  offering  of  shares  of common  stock of the  Corporation  to
                  certain persons (the "Investors"),  with gross proceeds to the
                  Corporation of up to  $25,000,000,  with a minimum  commitment
                  amount of $10,000,000 on or before October 30, 2000.

                  "Shares" shall mean: (i) the issued and outstanding  shares of
                  capital stock of the Corporation  listed on Exhibit A attached
                  hereto,  (ii) any additional shares of capital stock hereafter
                  issued to any  Stockholder,  and (iii) any  shares of  capital
                  stock  of  the  Corporation  into  which  such  shares  may be
                  converted,  reclassified or exchanged or for which they may be
                  exchanged or exercised.

                  2. The Escrow.

                  (a) Upon  the  earlier  of (i)  October  30,  2000 or (ii) the
funding of the Private Placement and for a period of two years thereafter,  as a
guarantee  of the  value  of the  shares  of  common  stock  of the  Corporation
purchased by the Investors in the Private  Placement,  each of the  Stockholders
shall  transfer,  assign and deliver to and deposit  with the Escrow  Agent such
Stockholder's  Shares, except the Cezar Trust Shares, and shall deliver or cause
to be delivered  immediately upon the  consummation of the Private  Placement to
the Escrow Agent the certificates evidencing such Shares, duly endorsed in blank
(or with duly executed blank stock powers) for transfer. Each Stockholder hereby
represents  and  warrants  that the  number of  shares  of  common  stock of the
Corporation set forth opposite such Stockholder's name on Exhibit A includes all
shares of such Common  Stock  beneficially  owned by such  Stockholder,  whether
issued in such Stockholder's name or otherwise. The Stockholders hereby agree to
execute and deliver to the Escrow Agent an escrow  agreement and such additional
assignments and other  instruments as may be necessary or required by the Escrow
Agent to confirm and make  effective  such  transfer,  assignment,  delivery and
deposit.

                                      -2-

<PAGE>

                  (b) On the  second  anniversary  of  the  consummation  of the
Private  Placement,  if a Delivery  Event has  occurred and is in effect on such
date,  the Escrow  Agent  shall  deliver to the  Investors  or their  respective
designees,  that number of Shares whose Market  Price,  taken as a whole,  would
represent the  difference  between (i) the aggregate  purchase price paid by the
Investors  for the shares of common  stock of the  Corporation  purchased by the
Investors in the Private Placement and (ii) the Market Price of the common stock
multiplied by such number of shares of common stock of the Corporation purchased
by the Investors in the Private Placement,  to the extent the Investors or their
affiliates  still  own such  shares.  To the  extent  that any  Shares  shall be
delivered to the Investors  pursuant to this Section 2(b),  such Shares shall be
taken (w) first,  from the  escrowed  Shares of Robert M. Cezar,  except for the
Cezar Trust  Shares,  and Giacomo  Torrente on a pro rata basis in proportion to
their holdings set forth on Exhibit A hereto  (excluding the Cezar Trust Shares)
and (x) then,  to the extent  necessary,  from the escrowed  Shares of the other
Stockholders  on a pro rata basis in proportion  to their  holdings set forth on
Exhibit A hereto.  The balance of the Shares in escrow shall then be distributed
(y) first, pro rata to the  Stockholders,  in proportion to and to the extent of
their  holdings set forth on Exhibit A hereto,  and (z) then, pro rata to Robert
M. Cezar and  Giacomo  Torrente in  proportion  to their  holdings  set forth on
Exhibit A hereto (excluding the Cezar Trust Shares).

                  (c) From and after the date hereof and during the existence of
the escrow  created  pursuant  to this  Section 2, no  Stockholder  shall  sell,
assign,  transfer,  give, bequeath,  devise,  donate or otherwise dispose of, or
pledge, deposit or otherwise encumber, in any way or manner whatsoever,  whether
voluntarily  or  involuntarily,  any of the  Shares now or  hereafter  owned (of
record or beneficially)  by him, her or it, except as expressly  provided in the
escrow   agreement   and  in   accordance   with  its  terms   and   conditions.
Notwithstanding the preceding  sentence,  following the first anniversary of the
consummation of the Private  Placement,  each Stockholder,  other than Robert M.
Cezar and Giacomo Torrente,  may sell up to an aggregate of ten percent (10%) of
such Stockholder's Shares prior to the delivery or distribution of the Shares to
the  Investors  or  Stockholders,  as the case may be,  pursuant to Section 2(b)
hereof;  provided,  however,  that any such  Stockholder who is not in breach of
this  Agreement  may waive his,  her or its right to sell any or all of such ten
percent  (10%) and may  assign  in  writing  such  waived  portion  to any other
Stockholder,  other than  Robert M. Cezar and  Giacomo  Torrente,  such that the
number of Shares that such waiving  Stockholder  could  otherwise have sold, had
he, she or it not waived such right, may be sold by such assignee in addition to
the ten percent (10%) that such assignee may sell pursuant to this Section 2(c);
provided,  further,  that in no event shall all such  Stockholders,  as a group,
sell  in the  aggregate  more  than  ten  percent  (10%)  of the  total  of such
Stockholders'  Shares prior to the delivery or distribution of the Shares to the
Investors or Stockholders, as the case may be, pursuant to Section 2(b) hereof.

                  (d) The duties and  obligations  of the Escrow  Agent shall be
determined  solely by the  express  provisions  of the  escrow  agreement  to be
entered into by the Stockholders, the Investors and the Escrow Agent.

                  3. Powers of the Stockholder Representative.

                  (a) During the  existence of the escrow  created by Section 2,
the Stockholder  Representative  shall possess an irrevocable  proxy, and in his
sole discretion  shall be entitled to exercise all rights and powers to vote the
Shares and to assent to or dissent from any corporate or

                                      -3-

<PAGE>

stockholder action of any kind whatsoever, whenever such vote, assent or dissent
is required or permitted by law or otherwise, including, without limitation, the
election of directors,  amendment or repeal of the Certificate of  Incorporation
and By-Laws of the Corporation,  or any proposed increase, decrease or change in
the  classification  of the capital  stock of the  Corporation  or any  proposed
dissolution and liquidation or merger or  consolidation  of the Corporation into
or with another  corporation  or  corporations,  or any sale,  lease,  transfer,
conveyance, mortgage or encumbrance of all or any substantial part of the assets
of the Corporation.  The Stockholders hereby agree to execute and deliver to the
Stockholder  Representative such additional  agreements and other instruments as
may be necessary or required by the Stockholder  Representative or the Investors
to confirm and make effective such irrevocable proxy.

                  (b)  In  voting  the  Shares  or  in  otherwise  assenting  or
dissenting to any matter  pursuant to his authority  pursuant to this Agreement,
or in  performing  any  act in  respect  of the  control  or  management  of the
Corporation or its affairs,  the Stockholder  Representative  shall exercise his
best  judgment  in  the  interests  of the  Corporation.  In  the  event  of the
Stockholder Representative's death or incapacitation,  the Board of Directors of
the  Corporation  (the "Board"),  or a committee of directors  designated by the
Board,  shall assume the duties of the Stockholder  Representative  as set forth
herein and, in the performance of such duties,  shall exercise its best judgment
in the  interests  of the  Corporation.  As used herein,  the term  "Stockholder
Representative"  shall include Giacomo Torrente and, to the extent applicable as
set forth in this Section 3(b), the Board or a designated committee thereof.

                  (c) The  Stockholder  Representative  shall be entitled to the
advice of legal  counsel and may employ  counsel who, in the  discretion  of the
Stockholder  Representative,  may be  counsel  for  the  Corporation  or for any
Stockholder individually; and the Stockholder Representative may act in relation
to this Agreement upon the opinion or advice of any such legal counsel,  whether
retained or selected by him, by the  Corporation or otherwise.  The  Stockholder
Representative  shall not be responsible  for any loss resulting from any action
or  non-action in accordance  with any such opinion or advice.  The  Stockholder
Representative  shall not be personally liable or responsible for the payment of
the fees of any such legal counsel or for other costs or expenses in case of any
litigation arising hereunder or in connection with this Agreement.

                  (d)  The   Corporation   shall   reimburse   the   Stockholder
Representative  for all reasonable costs,  expenses and other charges (including
reasonable  attorneys' fees and disbursements)  incurred in connection with this
Section 3 and in  administering  the  irrevocable  proxy  created  hereby and in
enforcing or defending the validity of this Agreement or any part hereof, as the
Stockholder  Representative deems necessary and proper. The Corporation may seek
contribution from the Stockholders to the extent such costs,  expenses and other
charges are incurred by the Stockholder Representative in enforcing or defending
this Agreement or any part hereof.

                  (e) Notwithstanding anything to the contrary set forth herein,
the Stockholder  Representative shall not be required to perform any act, matter
or thing or incur any  liability or expense  under this  Agreement  without such
further  indemnity  as the  Stockholder  Representative  from  time to time  may
request from the Corporation.

                                      -4-

<PAGE>

                  (f) The  Stockholder  Representative  may  serve as  director,
officer and employee of the Corporation,  and may vote or cause votes to be cast
in  favor of his own  election,  appointment  or  employment  as such  director,
officer  or  employee,  with  the  same  rights  as he  would  have  had if such
Stockholder  Representative  were not a Stockholder  Representative  pursuant to
this Agreement.

                  (g) The Stockholder Representative shall not be liable for any
error of judgment or for any act of commission  or omission,  or for any mistake
of law or fact,  or for  anything  which he may do or refrain from doing in good
faith, nor generally shall he have any accountability hereunder,  except for his
own willful misconduct or gross negligence.

                  (h) The proxy  created by this Section 3 shall be  irrevocable
and shall  terminate  upon the  termination  of the escrow  created  pursuant to
Section 2.

         14.  Termination.  This Agreement shall terminate only upon the earlier
of (i) two years from the date of the  consummation  of the  Private  Placement,
(ii) the unanimous  written  consent of the Investors in their sole and absolute
discretion,  and (iii) six months from the date hereof if the Private  Placement
is not consummated.

         15.  Rights,  Obligations  and  Remedies.  The Shares are  unique,  and
recognizing  that the  remedy at law for any  breach or  threatened  breach by a
party hereto of the covenants and agreements  set forth in this Agreement  would
be  inadequate  and that any such breach or  threatened  breach would cause such
immediate and permanent  damage as would be irreparable  and the exact amount of
which would be  impossible to  ascertain,  the parties  hereto agree that in the
event of any breach or threatened  breach of any such covenant or agreement,  in
addition  to any and  all  other  legal  and  equitable  remedies  which  may be
available, any party hereto may specifically enforce the terms of this Agreement
and may obtain temporary and/or permanent  injunctive relief without posting any
bond and without the necessity of proving  actual damage by reason of any breach
or threatened breach hereof and, to the extent  permissible under the applicable
statutes  and  rules  of  procedure,  a  temporary  injunction  may  be  granted
immediately upon the commencement of any such suit and without notice.

         19.      General Provisions.

                  (a)  Notice.  All  notices,   requests,   consents  and  other
communications  hereunder  to any  party  shall be deemed  to be  sufficient  if
contained  in a written  instrument  delivered  in  person or sent by  telecopy,
nationally-recognized  overnight courier or first  class-registered or certified
mail, return receipt requested,  postage prepaid, addressed to such party at the
address set forth  below,  or such other  address,  telecopy  number or person's
attention,  as may hereafter be designated in writing by such party to the other
parties:

         If to the Corporation:             AmeriCom USA, Inc.
                                            825 Buckley Road, Suite B
                                            San Luis Obispo, California  93401
                                            Attention:  Chief Financial Officer
                                            Facsimile:  (805) 820-6228

                                      -5-

<PAGE>

         with a copy (which copy shall
         not constitute notice) to:         Kramer Levin Naftalis & Frankel LLP
                                            919 Third Avenue
                                            New York, New York  10022
                                            Attention:  Bruce Rabb, Esq.
                                            Facsimile:  (212) 715-8000


         If to any  Stockholder,  to the address set forth in Exhibit A, or such
other address as the Stockholder may designate by notice.


         If to the Stockholder Representative: Giacomo Torrente
                                               c/o Silvia Quarnstrom
                                               51 West 69th Street, Apt. 5D
                                               New York, New York  10023
                                               Facsimile:  (212) 208-0944


All such notices, requests, consents and other communications shall be deemed to
have  been  delivered  (i) in the  case of  personal  delivery  or  delivery  by
telecopy,  on the  date  of such  delivery,  (ii) in the  case  of  dispatch  by
nationally-recognized overnight courier, on the next business day following such
dispatch and (iii) in the case of mailing,  on the fifth  business day after the
posting thereof.

                  (b) Entire  Agreement.  This  Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement and understanding  among the parties hereto with respect to
the  subject  matter  hereof  and  supersedes  any and all  negotiations,  prior
discussions, or prior agreements and understandings.

                  (c)  Amendment;  Waivers.  The  terms and  provisions  of this
Agreement may not be modified or amended,  nor may any of the provisions  hereof
be waived,  temporarily or permanently,  except pursuant to a written instrument
executed by all the parties hereto.

                  (d)  Further  Assurances.  Each of the  parties  hereto  shall
execute and deliver such  documents,  instruments  and  agreements and take such
further  actions as may be  reasonably  required or  desirable  to carry out the
provisions of this Agreement and the transactions  contemplated hereby, and each
of the parties  hereto shall  cooperate  with each other in connection  with the
foregoing.

                  (e)  Successors.  This Agreement shall inure to the benefit of
and bind,  as the case may  require,  the  parties  hereto and their  respective
heirs,  executors,  administrators,  successors and assigns,  and each person to
whom any stock  certificate  representing  the  Shares is  issued,  transferred,
assigned or  hypothecated  (whether by  testamentary  disposition,  inheritance,
order of court or otherwise)  shall take the same subject to each and all of the
terms and  conditions  hereof,  and by such  person's  acceptance  of such stock
certificate  shall be bound by this Agreement in the same manner and to the same
extent as though  such person had signed  this  Agreement  as one of the parties
hereto.

                                      -6-

<PAGE>

                  (f)  Severability.  If any  one or  more  provisions  of  this
Agreement should be or become contrary to law, then such provision or provisions
only  shall be null and void and shall be deemed  separable  from the  remaining
provisions  hereof,  and its or their invalidity shall not in any way affect the
validity  of this  Agreement  as a whole or of any other  provision  or  portion
thereof.

                  (g) Governing Law; Submission to Jurisdiction.  This Agreement
shall be governed by and construed in  accordance  with the internal laws of the
State of New York without  regard to its choice of law  principles.  Each of the
parties hereto submits to the jurisdiction of any federal or state court sitting
in the State of New York in any action or proceeding  arising out of or relating
to this  Agreement,  and  agrees  that all  claims in  respect  of the action or
proceeding may be heard and determined in any such court. Each party also agrees
not to bring  any  action  or  proceeding  arising  out of or  relating  to this
Agreement  in any  other  court.  Each of the  parties  waives  any  defense  of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives any bond surety,  or other  security  that might be required of any other
party with respect thereto.

                  (h)  Waiver  of  Jury  Trial.   The  parties   hereto   hereby
irrevocably  waive all  right to a trial by jury in any  action,  proceeding  or
counterclaim arising out of or relating to this Agreement.

                  (i) Counterparts.  This Agreement may be executed in facsimile
in any  number of  counterparts  with the same force and effect as though all of
the parties hereto had signed but one instrument.

                  (j) Headings.  The headings of the several  paragraphs of this
Agreement are inserted solely for  convenience of reference,  and are not a part
of and are not intended to govern or aid in the construction of any of the terms
or provisions thereof.


                                      -7-

<PAGE>


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


                                              AMERICOM USA, INC.


                                              By: /s/ Thomas J. Hopfensperger
                                                  Name: Thomas J. Hopfensperger
                                                  Title: Chief Executive Officer



                                              STOCKHOLDER REPRESENTATIVE

                                              /s/ Giacomo Torrente
                                              --------------------------
                                              Giacomo Torrente


                                              STOCKHOLDERS:


                                              MEGAWEB TRADING LTD.

                                              By: /s/ Giacomo Torrente
                                                 -----------------------
                                                 Giacomo Torrente


                                              HELEN E. COOPER TRUSTEES,
                                              HELEN E. COOPER TRUST

                                              By: /s/ Helen E. Cooper
                                                 -----------------------
                                                 Name: Helen E. Cooper
                                                 Title: Trustee


                                              /s/ Helen E. Cooper
                                              --------------------------
                                              Helen E. Cooper

                                              /s/ Craig D. Machado
                                              --------------------------
                                              Craig D. Machado

                                              /s/ Marcia M. Machado
                                              --------------------------
                                              Marcia M. Machado


                                      -8-

<PAGE>


                                                  DAVID   H.   LOOMIS  &  SHERRY
                                                  LOOMIS    TRUSTEES   FOR   THE
                                                  BENEFIT  OF DAVID H.  LOOMIS &
                                                  SHERRY   LOOMIS  FAMILY  TRUST
                                                  UNDER AGREEMENT DATED 4/17/00

                                                  By: /s/ David H. Loomis
                                                     --------------------------
                                                  Name: David H. Loomis
                                                  Title: Trustee


                                                  /s/ David H. Loomis
                                                  --------------------------
                                                  David H. Loomis


                                                  /s/ Sherry Loomis
                                                  --------------------------
                                                  Sherry Loomis


                                                  KELKE INVESTMENTS LTD.,
                                                  C/O TWA, COCHRANE & SKATFELD


                                                  By its Director
                                                   Logberg Directors Ltd.

                                                  By: /s/ Bruce Twa
                                                     -------------------------
                                                  Name: Bruce Twa
                                                  Title: Authorized Signatory


                                                  /s/ Jayson Schwartz
                                                  --------------------------
                                                  Jayson B. Schwarz


                                      -9-

<PAGE>


                                                  STRAIT VENTURE INC.

                                                  By: /s/ Winston Lee
                                                     -------------------------
                                                  Name: Winston Lee
                                                  Title: Managing Director


                                                  STRAIT VENTURES LTD.,
                                                  C/O TWA, COCHRANE & SKATFELD

                                                  By its Director
                                                   Logberg Directors Ltd.

                                                  By: /s/ Bruce Twa
                                                     -------------------------
                                                  Name: Bruce Twa
                                                  Title: Authorized Signatory


                                                  JESSDER HOLDINGS LTD.,
                                                  C/O TWA, COCHRANE & SKATFELD

                                                  By its Director
                                                   Logberg Directors Ltd.

                                                  By: /s/ Bruce Twa
                                                     -------------------------
                                                  Name: Bruce Twa
                                                  Title: Authorized Signatory

                                                  /s/ Winston Lee
                                                  --------------------------
                                                  Winston Lee


                                      -10-

<PAGE>

                                                   THE ROBERT & DIANNE CEZAR
                                                   GRANDCHILDRENS' TRUST DATED
                                                   1/25/98

                                                   By: /s/ David H. Loomis
                                                      ------------------------
                                                   Name: David H. Loomis
                                                   Title: Trustee


                                                   ROBERT & DIANNE CEZAR
                                                   IRREVOCABLE TRUST DATED
                                                   1/25/98

                                                   By: /s/ David H. Loomis
                                                      ------------------------
                                                   Name: David H. Loomis
                                                   Title: Trustee


                                                   ROBERT M. CEZAR TRUSTEE,
                                                   ROBERT M. CEZAR IN TRUST

                                                   By: /s/ Robert M. Cezar
                                                      -------------------------
                                                   Name: Robert M. Cezar
                                                   Title: Trustee

                                                    /s/ Robert M. Cezar
                                                   --------------------------
                                                   Robert M. Cezar

                                                    /s/ Dianne Cezar
                                                   --------------------------
                                                   Dianne Cezar


                                      -11-

<PAGE>


                                    EXHIBIT A

                                     Shares

<TABLE>
<CAPTION>

Stockholder                                            Address                               Number of Shares
-----------                                            -------                               ----------------

<S>                                                    <C>                                     <C>
Robert M. Cezar                                        1003 Acorn Drive                           7,833,733
                                                       Arroyo Grande, CA  93420

The Robert & Dianne Cezar Grandchildrens' Trust        1003 Acorn Drive                              50,000
Dated 1/25/98                                          Arroyo Grande, CA  93420

Robert & Dianne Cezar Irrevocable Trust
Dated 1/25/98                                          1003 Acorn Drive                             475,883
                                                       Arroyo Grande, CA  93420

Robert M Cezar Trustee, Robert M. Cezar in Trust       1003 Acorn Drive                           5,803,396
                                                       Arroyo Grande, CA  93420

Helen E. Cooper                                        1940 Carmel Court                            328,229
                                                       Grover Beach, CA  93433

Helen E. Cooper Trustee, Helen E. Cooper Trust         1940 Carmel Court                            665,690
                                                       Grover Beach, CA  93433

David H. Loomis &                                      613 Myrtle Street                          2,260,684
Sherry Loomis Trustees For the Benefit of David &      Arroyo Grande, CA  93420
Sherry Loomis Family Trust Under Agreement Dated
4/17/00

Craig D. Machado                                       21 La Gaviota                                 20,000
                                                       Pismo Beach, CA  93449

Craig D. Machado & Marcia M. Machado Joint Tenants     21 La Gaviota                                531,121
                                                       Pismo Beach, CA  93449

Jayson B. Schwarz                                      Schwarz & Gillen                               5,000
                                                       2040 Yonge Street  Suite 220
                                                       Toronto, Ontario M4S 1Z9
                                                       Canada

Kelke Investments Ltd., c/o Twa,
Cochrane & Skatfeld                                    Chancery Court, Leeward Highway,             665,690
                                                       Providenciales, Turks and Caicos, BWI

Winston Lee                                            1080 Karina Way                               25,000
                                                       Arroyo Grande, CA  93420

<PAGE>

<S>                                                      <C>                                       <C>

Strait Venture Inc.                                    Chancery Court, Leeward Highway,               5,590
                                                       Providenciales, Turks and Caicos, BWI

Strait Ventures Ltd., c/o Twa, Cochrane & Skatfeld     Chancery Court, Leeward Highway,             460,391
                                                       Providenciales, Turks and Caicos, BWI

Jessder Holdings Ltd., c/o Twa, Cochrane & Skatfeld    Chancery Court, Leeward Highway,             200,000
                                                       Providenciales, Turks and Caicos, BWI

Megaweb Trading Ltd.                                   c/o Silvia Quarnstrom                        520,000
(Giacomo Torrente)                                     51 West 69th Street, Apt. 5D
                                                       New York, NY  10023

                                                     Total Number of Shares:                     19,850,407

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