EXHIBIT 10.4

                      AGREEMENT AND PLAN OF REORGANIZATION


     This Agreement and Plan of  Reorganization  (this  "Agreement")  is entered
into as of the 7th day of February  2003,  by and among  COMMONWEALTH  EQUITIES,
INC., a Delaware corporation ("CWEQ");  SUN VACATION PROPERTIES  CORPORATION,  a
Nevada  corporation  ("SUN");  and the  shareholders  of SUN  identified  on the
signature page hereto ("SUN Shareholders").

                                    RECITALS

     WHEREAS,  SUN  Shareholders own at least 100% of the issued and outstanding
common stock of SUN; and

     WHEREAS,  CWEQ desires to acquire all of the issued and outstanding  common
stock of SUN owned by SUN Shareholders,  and SUN Shareholders desire to exchange
all of their shares of common stock in SUN for an aggregate of 44,499,425 shares
of CWEQ restricted common stock.

     WHEREAS, as a result of the above-referenced transactions, CWEQ will own at
least  80% of the  outstanding  stock  of  SUN,  SUN  will  be a  majority-owned
subsidiary of CWEQ.

     WHEREAS,  the parties desire that upon the Closing,  as defined below,  the
current officers and directors of CWEQ shall resign, and the current officer and
director SUN shall become the officer and director of CWEQ.

     NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants  and
representations  and  warranties  contained  herein and other good and  valuable
consideration,  the receipt of which is hereby  acknowledged,  CWEQ, SUN and SUN
Shareholders agree as follows:

1.   The Reorganization.

     1.1  Acquisition.

     (a) At the  Closing (as defined in section 3,  below),  CWEQ shall  acquire
from SUN  Shareholders  and SUN Shareholders  shall sell,  transfer,  assign and
convey to CWEQ 100% of all the issued and outstanding  shares of common stock of
SUN (the "SUN Shares"), in exchange for 44,499,425 shares of CWEQ's common stock
(the "CWEQ  Shares").  CWEQ shall  cause to be issued  44,499,425  shares to SUN
Shareholders immediately upon execution of this Agreement. The CWEQ Shares to be
issued to SUN  Shareholders  shall have the rights,  restrictions and privileges
set forth in CWEQ's  Articles  of  Incorporation  and in the stock  certificates
therefore.  Upon the Closing,  SUN shall become a  majority-owned  subsidiary of
CWEQ.

     (b) As a result of the issuance of common stock of CWEQ pursuant to Section
1.1(a), an aggregate of up to 50,000,000 shares will be outstanding.

     (c)  After  closing,  CWEQ  shall  cause a 1 for 10  reverse  split  of the
outstanding   capital  stock  and  increase  the  authorized  common  shares  to
200,000,000  and the authorized  preferred  shares to 25,000,000,  both with par
values of $0.001.  It is understood by all parties  pursuant to this  agreement,
CWEQ may elect to increase or decrease the reverse split after closing.

     (d) At closing,  CWEQ agrees to issue 3,500,575 Rule 144 restricted  common
shares of stock to the resigning  directors and certain  consultants as follows:
Peter Porath 1,000,191, Pride, Inc. 1,000,192, Alvin Roth 1,000,192 and John Leo
500,000 or their assignees,  for compensation of certain advisory  services on a
go forward basis.

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     1.2 Taxes.  It is the intent of the parties that this  reorganization  will
constitute  a tax-free  reorganization  within the meaning of  ss.368(a)  of the
Internal  Revenue Code of 1986, as amended.  Each party shall be responsible for
and shall pay any and all taxes,  charges or fees  attributable  to such  party,
including  individual  state and  federal  income  taxes,  arising out of, or by
reason of, the  exchange  of CWEQ  Shares for the SUN Shares,  or  otherwise  in
connection  with  the  transactions   contemplated  hereby.  Each  party  hereto
represents  and warrants  that it has relied solely on the opinions or advice of
its own  professional  advisors  with  respect to the tax  consequences  of this
transaction,  if any,  and has not relied on the opinions or advice of the other
parties  or its  professional  advisors  in any  way  with  respect  to the  tax
consequences of this transaction.

2.   Change in Management of CWEQ

     2.1  Change in Management of CWEQ.

     (a) By execution of this Agreement, Peter Porath hereby agrees to resign as
an  officer of CWEQ,  Michael  Schumacher  agrees to resign as an officer  and a
director of CWEQ,  Alvin Roth hereby  agrees to resign as a director of CWEQ and
the persons  identified  below are hereby appointed to serve as the officers and
directors of CWEQ, at the Closing,  as defined below, until their successors are
duly elected at the next meeting of  shareholders  (hereafter  identified as the
"SUN Management Team"):

                  Name                         Position with CWEQ

                  Von G. Batesole..............President, Secretary and Director
                  Peter Porath.................Director

     2.2  Change  in  Control.  The  parties  contemplate  that CWEQ will file a
current report on Form 8-K within 5 days  following  execution of this Agreement
to report the change in  control,  acquisition  of SUN and change in  management
resulting from the transaction.

3.   Closing.   The  closing  of  the   reorganization   and  the   transactions
contemplated  in this  Agreement (the  "Closing")  shall be deemed to take place
within 10 working days,  or less,  of execution of this  Agreement by all of the
parties  hereto,  whereupon the  certificates of CWEQ Shares to be issued in the
name of the SUN  Shareholders,  as set forth below,  shall be delivered to SUN's
designated representative, Von G. Batesole, President of SUN, and the SUN Shares
in the possession of SUN's designated  representative,  Von G. Batesole,  as set
forth below,  shall be  delivered  into  safekeeping  for the benefit of CWEQ by
SUN's designated representative.

     3.1 Delivery of Shares. Upon execution of this Agreement,  SUN Shareholders
shall deliver their respective  certificates and/or other documents representing
the SUN  Shares  duly  endorsed  in  blank,  free and  clear of all  claims  and
encumbrances,  to SUN's designated representative Von G. Batesole,  President of
SUN.  Prior to closing,  the CWEQ Shares shall be duly issued in the name of the
SUN  Shareholders,  and shall be duly recorded on the books and records of CWEQ.
The names of the SUN Shareholders and their respective addresses, and the number
of shares that will be issued to each  respective SUN  Shareholder are set forth
on the signature page hereto.  CWEQ's designated  representative,  Peter Porath,
CEO of CWEQ,  shall deliver  proof of issuance of the CWEQ shares,  as set forth
below, to SUN's designated representative, at the Closing.

     3.2 Closing Requirements. Subsequent to the execution of this Agreement and
prior to the  Closing,  each of the  parties  shall  execute  and  deliver  such
instruments  and documents and take such other actions as may, in the reasonable
opinion of counsel for each, be required to complete the transactions under this
Agreement.  It is contemplated that within five (5) business days after the date
of this Agreement,  or sooner, the following documents shall have been delivered
and the  following  activities  shall have taken  place,  all of which  shall be
deemed to have occurred contemporaneously at the Closing:

<PAGE>

     (a) the  securities  to be  delivered  pursuant  to  section  3.1 have been
delivered to the respective parties, duly endorsed or issued as the case may be;

     (b) delivery of all corporate  records of CWEQ to the SUN Management  Team,
including without limitation, corporate minute books (which shall contain copies
of the Articles of Incorporation and Bylaws,  as amended to the Closing),  stock
books,  stock  transfer  books,   corporate  seals,   contracts,   licenses  and
sub-licenses,  non-disclosure  and  confidentiality  agreements,  and such other
corporate books and records as may be reasonably requested;

     (c) copies of  resolutions  by SUN's Board of  Directors  authorizing  this
Agreement;

     (d) copies of  resolutions  by CWEQ's Board of Directors  authorizing  this
Agreement; and

     (e) the parties hereto have signed and delivered such other instruments and
documents,  if any,  relating to and  effecting  the  transactions  contemplated
herein.

4.   Representations  of SUN  Shareholders and SUN. SUN represents and warrants,
and to the best knowledge of the SUN Shareholders,  the SUN Shareholders  hereby
represent  and  warrant,  that  effective  this date,  the  representations  and
warranties listed below are true and correct:

     4.1 Organization.  SUN is a company duly organized, validly existing and in
good  standing  under  the laws of the  State of  Nevada,  with  full  power and
authority  to own and use its  properties  and conduct its business as presently
conducted  by it.  SUN  shall  furnish  CWEQ  with  copies  of the  Articles  of
Incorporation and the Bylaws of SUN,  including all amendments  thereto,  within
five (5) business  days of execution  of this  agreement.  Such copies are true,
correct and complete and contain all amendments through the date hereof,  which,
together  with  this  Agreement,  are  sufficient  to  effect  the  transactions
hereunder and evidence the intent of the parties hereto.

     4.2 Capitalization.  The authorized stock of SUN consists of (a) 50,000,000
shares of common stock  authorized,  par value $0.001 per share,  10,000,000  of
which are issued and outstanding and (b) 25,000,000  shares of preferred  stock,
par value $0.001 per share,  none of which have been  issued.  All of the issued
and  outstanding  equity  securities of SUN are duly and validly  authorized and
issued and are fully paid and non-assessable.

     4.3 Authority.  SUN has the requisite corporate authority to enter into and
perform its obligations  under this Agreement and to consummate the transactions
contemplated  hereby in  accordance  with the terms  hereof.  The  execution and
delivery  of this  Agreement  by SUN and the  consummation  of the  transactions
contemplated  hereby  will not violate or conflict  with any  provisions  of the
Articles of Association,  as amended,  or contravene any law, rule,  regulation,
court or  administrative  order  binding  on it, or  result in the  breach of or
constitute a default in the performance of any material  obligation,  agreement,
covenant or  condition  contained  in any material  contract,  lease,  judgment,
decree,  order,  award,  note,  loan or credit  agreement or any other  material
agreement  or  instrument  to which SUN is a party or by which it is bound,  the
default or breach of which would have a material  adverse effect on the property
and assets of SUN,  considered as a whole. SUN has taken all requisite corporate
action to authorize and approve the execution,  delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby. Upon due
execution  and delivery of this  Agreement,  this  Agreement  will  constitute a
valid,  legal and binding  obligation  of SUN and SUN  Shareholders  enforceable
against them in accordance with its terms.

     4.4 SUN Shareholders. SUN Shareholders are the owners of 100% of the issued
and outstanding common stock of SUN. Such SUN Shares are free and clear from any
security  interests,  claims,  liens, or other encumbrances and SUN Shareholders
have the unqualified right to transfer and dispose of their SUN Shares.

<PAGE>

     4.5 Due  Diligence.  Prior to Closing,  SUN shall furnish to CWEQ copies of
all documents requested by CWEQ. No due diligence  investigations  undertaken by
CWEQ   shall  in  any  event   relieve   SUN  or  SUN   Shareholders   of  their
responsibilities  for the accuracy and  completeness  of any  representation  or
warranty of SUN or of SUN  Shareholders  contained  herein or the performance of
any covenant or agreement of SUN or of SUN Shareholders contained herein.

     4.6 Approvals and Consent.  No approval,  authorization or other action by,
or filing with, any third-party,  including a governmental authority is required
in  connection  with the  execution,  delivery  and  performance  by SUN and SUN
Shareholders  of their  obligations  under this  Agreement and their  respective
performance of the transactions contemplated hereby.

     4.7  Undisclosed  Liabilities.   SUN  has  no  liabilities  or  obligations
whatsoever,  either  accrued,  absolute,  contingent  or  otherwise,  except  as
disclosed  herein  or on the  financial  statements  to be  provided  and  those
incurred in or as a result of the ordinary  course of business of SUN subsequent
to the date of the financial statements.

     4.8 Assets. The assets of SUN have been acquired in bona fide transactions,
fully  supported by appropriate  instruments  of assignment,  sale, or transfer,
where   appropriate,   and  are  offset  by  no  liabilities  or  contingencies,
contractual or otherwise, except as indicated in its financial statements.

     4.9 Litigation.  SUN is not involved in any undisclosed  pending litigation
or  governmental  investigation  or proceeding and, to the best knowledge of SUN
and SUN  Shareholders,  no  litigation,  claims,  assessments,  or  governmental
investigation  or  proceeding  is threatened  against SUN, its  shareholders  or
properties.

     4.10  Applicable  Laws.  SUN  has  complied  with  all  applicable  laws in
connection   with  its   formation,   issuance  of   securities,   organization,
capitalization  and  operations,   and  no  contingent   liabilities  have  been
threatened or claims made, and no basis for the same exists with respect to said
operations,  formation or capitalization,  including claims for violation of any
state or federal securities laws.

     4.11 Taxes. Since SUN is a newly formed entity, it has not been required to
file  any  returns.   Once  SUN  becomes  deemed  to  file,  it  will  file  all
governmental, tax or related returns and reports due or required to be filed and
has paid all taxes or  assessments  which have become due as of the date of this
Agreement,  including any employment related taxes and withholdings, and SUN, to
the best of its knowledge,  is not subject to a tax audit by any federal,  state
or local tax authority and its properties are not subject to any tax liens.

     4.12 Breach of Contracts. SUN has not breached, nor is there any pending or
threatened  claims or any legal basis for a claim that SUN has breached,  any of
the terms or conditions of any agreements,  contracts or commitments to which it
is a party or is bound and the execution and performance hereof will not violate
any provisions of applicable law of any agreement to which SUN is subject.

     4.13 Shareholder  Disclosure.  SUN  Shareholders  hereby represent that the
materials prepared and delivered by CWEQ to SUN Shareholders will have been read
and understood by SUN  Shareholders,  that each is familiar with the business of
CWEQ,  that  each  is  acquiring  the  CWEQ  Shares  under  Section  4(2) of the
Securities  Act of 1933,  (the "Act"),  commonly  known as the private  offering
exemption,  and that the shares are restricted and may not be resold,  except if
duly registered or transferred in reliance upon an exemption under the Act.

5.   Representations of CWEQ. CWEQ hereby represents and warrants that effective
this date, the representations and warranties listed below are true and correct:

<PAGE>

     5.1  Organization.  CWEQ is a corporation duly organized,  validly existing
and in good standing under the laws of the State of Delaware with full power and
authority  to own and use its  properties  and conduct its business as presently
conducted by it. CWEQ is duly qualified and in good standing to do business as a
foreign  corporation in any other jurisdiction where failure to so qualify would
have a  material  adverse  effect  on its  business  or  assets.  CWEQ  has made
available to SUN Shareholders  copies of the Articles of  Incorporation  and the
Bylaws of CWEQ, including all amendments thereto.  Such copies are true, correct
and complete and contain all amendments  through the date hereof,  together with
this Agreement,  which are sufficient to effect the  transactions  hereunder and
evidence the intent of the parties hereto.

     5.2 Capitalization. The authorized stock of CWEQ consists of (a) 50,000,000
shares of common  stock  authorized,  with a par value of $0.001,  4,000,000  of
which are issued and  outstanding and (b) 1,000,000  shares of preferred  stock,
par value $0.001,  none of which have been issued. At the time of their issuance
and delivery  pursuant to this Agreement,  all CWEQ Shares to be issued pursuant
to the terms hereof shall be duly and validly authorized and issued,  fully paid
and nonassessable. CWEQ does not have outstanding any security convertible into,
or any  warrant,  option or other right to  subscribe  for or acquire any equity
securities of stock of CWEQ; nor is CWEQ under any  obligation,  whether written
or oral, to issue any of its securities.

     5.3 Authority. CWEQ has the requisite corporate authority to enter into and
perform its obligations  under this Agreement and to consummate the transactions
contemplated  hereby in  accordance  with the terms  hereof.  The  execution and
delivery of this  Agreement  by CWEQ and the  consummation  of the  transactions
contemplated  hereby  will not violate or conflict  with any  provisions  of the
Articles of Incorporation,  as amended, or Bylaws of CWEQ or contravene any law,
rule, regulation,  court or administrative order binding on it, or result in the
breach of or constitute a default in the performance of any material obligation,
agreement,  covenant or condition  contained in any  material  contract,  lease,
judgment,  decree,  order,  award,  note, loan or credit  agreement or any other
material  agreement  or  instrument  to which  CWEQ is a party or by which it is
bound,  the default or breach of which would have a material  adverse  effect on
the  property  and  assets of CWEQ,  considered  as a whole.  CWEQ has taken all
requisite corporate action to authorize and approve the execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby.  Upon due execution and delivery of this  Agreement,  this
Agreement  will  constitute  a  valid,  legal  and  binding  obligation  of CWEQ
enforceable against it in accordance with its terms.

     5.4 Due  Diligence.  Prior to Closing,  CWEQ will furnish to SUN and/or SUN
Shareholders  copies of all documents  requested by SUN and/or SUN Shareholders.
No due diligence investigations  undertaken by SUN and/or SUN Shareholders shall
in any  event  relieve  CWEQ or its  current  officers  and  directors  of their
responsibilities  for the accuracy and  completeness  of any  representation  or
warranty  of  CWEQ  contained  herein  or the  performance  of any  covenant  or
agreement of CWEQ contained herein.

     5.5 Approvals and Consent.  No approval,  authorization or other action by,
or filing with, any third-party,  including a governmental authority is required
in  connection  with the  execution,  delivery  and  performance  by CWEQ of its
obligations  under  this  Agreement  and  its  performance  of the  transactions
contemplated hereby.

     5.6  Litigation.  CWEQ  is  not  involved  in  any  pending  litigation  or
governmental  investigation or proceeding and, to the best knowledge of CWEQ, no
litigation,  claims, assessments, or governmental investigation or proceeding is
threatened against CWEQ, its shareholders or properties.

     5.7 Applicable  Laws.  CWEQ has complied with all state,  federal and local
laws in connection  with its formation,  issuance of  securities,  organization,
capitalization  and  operations,   and  no  contingent   liabilities  have  been
threatened or claims made, and no basis for the same exists with respect to said
operations,  formation or capitalization,  including claims for violation of any
state or federal securities laws.

     5.8 Breach of Contracts. CWEQ has not breached, nor is there any pending or
threatened claims or any legal basis for a claim that CWEQ has breached,  any of
the terms or conditions of any agreements,  contracts or commitments to which it
is a party or is bound and the execution and performance hereof will not violate
any provisions of applicable law of any agreement to which CWEQ is subject.

<PAGE>

     5.9 Taxes.  CWEQ has filed all  governmental,  tax or related  returns  and
reports due or required to be filed and has paid all taxes or assessments  which
have  become  due as of the date of this  Agreement,  including  any  employment
related taxes and withholdings,  and CWEQ, to the best of its knowledge,  is not
subject  to a tax audit by any  federal,  state or local tax  authority  and its
properties  are not  subject  to any tax  liens.  CWEQ will cause to be filed or
prepared,  as applicable,  by the date of this  Agreement,  all federal,  state,
county and local  income,  excise,  property  and other tax returns,  forms,  or
reports,  which are due or  required to be filed by it prior to the date of this
Agreement.

     5.10 CWEQ  Disclosure.  Prior to Closing,  CWEQ will  disclose  all events,
conditions  and facts  materially  affecting the business and prospects of CWEQ.
CWEQ will not  withheld  disclosure  of any such events,  conditions,  and facts
which it, through  management,  has knowledge of, or has  reasonable  grounds to
know, which may materially affect the business and prospects of CWEQ.

     5.11 Undisclosed  Liabilities.  Except as disclosed in its periodic reports
filed with the SEC, CWEQ has no material liabilities or obligations  whatsoever,
either accrued, absolute, contingent or otherwise.

     5.12 SEC Reporting.  CWEQ is current in its  requirements  to file periodic
reports with the SEC and currently does not have any assets or liabilities.

6.   Audit of SUN Financial Statements.  Within 75 days after Closing, SUN shall
obtain and deliver to CWEQ an audit of SUN  financial  statements  and any other
financial  statements  which  may be  required  by  Regulations  S-X or S-B  for
purposes  of  complying  with  the  Securities  Act of 1933  and the  Securities
Exchange  Act of 1934.  CWEQ shall  assist SUN and its  auditors  as  reasonably
requested.

7.   Mutual  Covenants  of the  Parties.  CWEQ,  SUN and SUN  Shareholders  each
covenant and agree to execute any further  documents or  agreements  and to take
any further acts that may be  reasonably  necessary  to effect the  transactions
contemplated hereunder.

8.   Restrictions on Transfer of Shares. The parties hereto acknowledge that all
securities  transferred  and/or  issued  in  connection  with  the  transactions
contemplated hereby are restricted as to transfer and the certificates therefore
shall bear legends to such effect and no transfer of any shares may be effected,
except  pursuant  to an  effective  registration  statement  prepared  and filed
pursuant to the Act or pursuant to an exemption from registration thereunder, as
evidenced  by an opinion of counsel or as  otherwise  allowed  under the laws of
descent and distribution.

9.   Nature and Survival of Representations. All representations, warranties and
covenants  made by any  party  in  this  Agreement  shall  survive  the  Closing
hereunder and the consummation of the transactions  contemplated  hereby. All of
the  parties  hereto are  executing  and  carrying  out the  provisions  of this
Agreement in reliance  solely on the  representations,  warranties and covenants
and agreements contained in this Agreement or at the Closing of the transactions
herein provided for and not upon any investigation upon which it might have made
or any representations,  warranty, agreement, promise or information, written or
oral, made by the other party or any other person other than as specifically set
forth herein.

10.  Miscellaneous.

     10.1  Undertakings  and Further  Assurances.  At any time, and from time to
time,  hereafter,  each party will execute such additional  instruments and take
such action as may be  reasonably  requested by the other party to carry out the
intent and purposes of this Agreement.

     10.2 Waiver. Any failure on the part of any party hereto to comply with any
of its obligations,  agreements or conditions hereunder may be waived in writing
by the party to whom such compliance is owed.

     10.3  Notices.   All  notices,   requests,   demands,   claims,  and  other
communications  hereunder  shall  be in  writing  and  will  be  effective  when

<PAGE>

hand-delivered  or upon delivery if sent by commercial  courier  service such as
Federal  Express  or  Airborne  or on the day of  delivery  or  first  attempted
delivery if sent by first class, postage prepaid,  certified United States mail,
return  receipt  requested  (whether or not the return  receipt is  subsequently
received),  and  addressed by the sender to the  addresses as  designated on the
signature page hereof.

     10.4 Headings.  The paragraph and  subparagraph  headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

     10.5  Governing  Law. This  Agreement  shall be governed by the laws of the
State of California.  Venue of any action arising out of this Agreement shall be
in Riverside County, California.

     10.6  Binding  Effect.  This  Agreement  shall be binding  upon the parties
hereto  and  inure  to the  benefit  of the  parties,  their  respective  heirs,
administrators,  executors,  successors and assigns. This Agreement shall not be
assigned by any party hereto,  except upon the consent, in writing, of the other
parties hereto.

     10.7 Entire Agreement.  This Agreement,  including any documents  delivered
pursuant to the terms hereof,  is the entire  agreement of the parties  covering
everything   agreed  upon  or  understood  with  respect  to  the   transactions
contemplated   hereby   and   supersedes   all  prior   agreements,   covenants,
representations  or  warranties,  whether  written or oral, by any party hereto.
There  are  no  oral  promises,  conditions,  representations,   understandings,
interpretations  or  terms  of any  kind as  conditions  or  inducements  to the
execution hereof.

     10.8  Time.  Time is of the  essence.  The  parties  each  agree to proceed
promptly and in good faith to consummate the transactions contemplated herein.

     10.9  Expenses.  Each of the  parties  hereto  shall  pay its own  expenses
incurred  in  connection  with the  authorization,  preparation,  execution  and
performance of this Agreement and obtaining any necessary regulatory  approvals,
including, without limitation, all fees and expenses of its respective counsel.

     10.10  Severability.  If  any  part  of  this  Agreement  is  deemed  to be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

     10.11  Counterparts  and  Facsimile  Signatures.  This  Agreement  and  any
exhibits,   attachments,   or  documents   ancillary  hereto,  may  be  executed
simultaneously  in two or more  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.  Execution  and delivery of this  Agreement by exchange of facsimile
copies  bearing the  facsimile  signature of a party  hereto shall  constitute a
valid and binding  execution and delivery of this Agreement by such party.  Such
facsimile copies shall constitute enforceable original documents.

IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.


COMMONWEALTH EQUITIES, INC.


By:  /s/ Peter Porath
Peter Porath, President and Director


SUN VACATION PROPERTIES CORPORATION


By: /s/ Von G. Batesole
Von G. Batesole, President