UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form 10-QSB**

X...Quarterly report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
quarterly period ended September 30, 2003.



....Transition report under section 13 or 15(d) of the Securities Exchange Act of 1934 for the
transition period from _________ to _________.

**ROLFE ENTERPRISES, INC.**

|Florida                                        | 0-49999                  | 13-4025362                       
|---------------------------------------------- | ------------------------ | ---------------------------------
|(State or other jurisdiction of
incorporation) | (Commission File Number) | (IRS Employer Identification
No.)

|P.O. Box 110310Naples, Florida          | 34108-0106
|--------------------------------------- | ----------
|(Address of Principal Executive Office) | (Zip Code)

Issuer's telephone number:  (239) 430-2222

5150 Tamiami Trail N., Ste. 202



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ..X..  No ....

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or
15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes .....
No .....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.  At September 30, 2003, the following shares were outstanding: 5,820,250

Transitional Small Business Disclosure Format (Check one): Yes .....     No ..X..

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PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS AND EXHIBITS

(a) 	The unaudited financial statements of registrant for the nine months ended September 30,
2003, follow.  The financial statements reflect all adjustments, which, in the opinion of
management, are necessary to a fair statement of the results for the interim period presented.

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ROLFE ENTERRPRISES, INC.

Quarter Ended September 30, 2003

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|INDEX TO FINANCIAL STATEMENTS: | 
|------------------------------ | 
|                               | 
|Balance Sheets                 | 
|Statements of Operations       | 
|Statements of Cash Flows      
|Notes to Financial Statements  | 

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ROLFE ENTERPRISES, INC.(A Development Stage Company)Balance Sheets



|                       |                                                              |                                       |          |              |          |               |       | Unaudited     |  | Unaudited      
|---------------------- | ------------------------------------------------------------ | ------------------------------------- | -------- | ------------ | -------- | ------------- | ----- | ------------- |  | ---------------
|                       |                                                              |                                       |          |              |          |               |       | 9/30/2003     |  | 9/30/2002      
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|ASSETS                 |                                                              |                                       |          |              |          |               |       |               | 
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|Current Assets:        |                                                              |                                       |          |              |          |               |       |               | 
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | Cash                                                         |                                       |          |              |          |               |       | $          36 |  | $             -
|                       | Shareholder receivable                                       |                                       |          |              |          | -             |       | 1,647        
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       |                                                              | TOTAL CURRENT ASSETS                  |          |              | 36       |               | 1,647
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | TOTAL ASSETS                                                 |                                       |          |              |          | $          36 |       | $     1,647  
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       |                                                              | LIABILITIES AND STOCKHOLDER'S DEFICIT |          |             
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|Current Liabilities:   |                                                              |                                       |          |              |          |               |       |              
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | Accounts payable and accrued expenses                        |                                       |          | $      2,700 |          | $     2,950  
|                       | Shareholder loan payable                                     |                                       |          |              |          | 698           |       | -            
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       |                                                              | TOTAL CURRENT LIABILITIES             |          |              | 3,398    |               | 2,950
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|Stockholder's Deficit: |                                                              |                                       |          |              |          |               |       |              
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | Common Stock - Par value $.001; authorized 10,000,000 shares |                                       |          |             
|                       | 5,820,250 and 5,820,250 shares issued and outstanding in     | 5,820                                 |          | 5,820       
|                       | 2003 and 2002, respectively                                  |                                       |          |              |          |               |      
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | Additional paid-in capital                                   |                                       |          |              |          | 10,791        |       | 10,791       
|                       | Deficit accumulated during the development stage             |                                       | (19,973) |              | (17,914)
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       |                                                              | TOTAL STOCKHOLDER'S DEFICIT           |          | (3,362)      |          | (1,303)      
|                       |                                                              |                                       |          |              |          |               |       |               |  |                
|                       | TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                  | $          36                         |          | $     1,647 

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

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ROLFE ENTERPRISES, INC.(A Development Stage Company)Statements of Operations

For the initial period of inception (May 6, 1996) to September 30, 2003

|                                           |                            |  |                     |                       | Unaudited            |                                                                  | Unaudited            |                     | Unaudited             |                         | Unaudited        |                    | Inception
|------------------------------------------ | -------------------------- |  | ------------------- | --------------------- | -------------------- | ---------------------------------------------------------------- | -------------------- | ------------------- | --------------------- | ----------------------- | ---------------- | ------------------ | ---------
|                                           |                            |  |                     |                       | For the three months | For the three months  For the nine months    For the nine months |                      | 05/06/96 to        
|                                           |                            |  |                     |                       | ending 09/30/03      |                                                                  | ending 09/30/02      |                     | ending 09/30/03       |                         | ending 09/30/02  |                    | 9/30/2003
|Revenues:                                  |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                   
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|                                           | Investment Income          |  | $                 - |                       | $                 -  |                                                                  | $                  - |                     | $                  -  |                         | $              -
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|                                           | TOTAL REVENUES             |  | -                   |                       | -                    |                                                                  | -                    |                     | -                     |                         | -               
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|Costs and expenses:                        |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                 
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|                                           | General and administrative |  | 250                 |                       | 250                  |                                                                  | 1,394                |                     | 750                   |                         | 19,973          
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|                                           | TOTAL EXPENSES             |  | 250                 |                       | 250                  |                                                                  | 1,394                |                     | 750                   |                         | 19,973          
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|Net loss before taxes                      |                            |  | 250                 |                       | 250                  |                                                                  | 1,394                |                     | 750                   |                         | 19,973          
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|Provision for income taxes                 |                            |  | -                   |                       | -                    |                                                                  | -                    |                     | -                     |                         | -               
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|                                           | Net loss                   |  |                     | $               (250) |                      | $             (250)                                              |                      | $           (1,394) |                       | $                 (750) |                  | $         (19,973)
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|Loss per common share                      |                            |  | $          (0.0000) |                       | $        (0.0000)    |                                                                  | $         (0.0002)   |                     | $            (0.0001) |                         |                 
|                                           |                            |  |                     |                       |                      |                                                                  |                      |                     |                       |                         |                  |                    |          
|Weighted average common shares outstanding | 5,820,250                  |  | 5,820,250           |                       | 5,820,250            |                                                                  | 5,820,250            |                     |                      

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

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ROLFE ENTERPRISES, INC.(A Development Stage Company)Statements of Cash Flows

For the initial period of inception (May 6, 1996) to September 30, 2003

|                                        |                                                    |     |  |     |    |                 | Unaudited         |                     | Unaudited    |                | Inception   
|--------------------------------------- | -------------------------------------------------- | --- |  | --- | -- | --------------- | ----------------- | ------------------- | ------------ | -------------- | ------------
|                                        |                                                    |     |  |     |    |                 | For the period    |                     | For the year |                | 05/6/1996 to
|                                        |                                                    |     |  |     |    |                 | ending 09/30/2003 | ending 09/30/2002   | 9/30/2003   
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|Cash flows from operating activities:   |                                                    |     |  |     |    |                 |                  
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        | Net loss                                           |     |  |     |    | $         (250) |                   | $             (250) |              | $     (19,973)
|                                        | Adjustments to reconcile net loss to net cash      |     |  |     |    |                
|                                        | used in operating activities:                      |     |  |     |    |                 |                   |                    
|                                        | (Increase) Decrease in receivable from shareholder | -   |  | -   |    | -              
|                                        | Increase(Decrease) in shareholder loan payable     | -   |  | -   |    | 698            
|                                        | Increase (Decrease) in accounts payable            | 250 |  | 250 |    | 2,700          
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        | Net cash used in operating activities              | -   |  | -   |    | (16,575)       
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|Cash flows from financing activities:   |                                                    |     |  |     |    |                 |                  
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        | Issuance of Common Stock                           |     |  | -   |    | -               |                   | 5,820              
|                                        | Additional paid-in Capital                         |     |  | -   |    | -               |                   | 10,791             
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        | Net cash provided by financing activities          | -   |  | -   |    | 16,611         
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|******Net increase (decrease) in cash** |                                                    |     |  | -   |    | -               |                   | 36                 
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|****************Cash, beginning         | ****                                               |     |  |     | 36 |                 | -                 |                     | -           
|                                        |                                                    |     |  |     |    |                 |                   |                     |              |                |             
|****************Cash, ending            | ****                                               |     |  |     | 36 |                 | -                 |                     | 36          

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

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**Rolfe Enterprises, Inc.****(A Development Stage Company)****Notes to Financial Statements**

**** **********Note 1 - Organization and Summary of Significant accounting Policies**

**********Basis of Presentation:**

The accompanying unaudited financial statements of Rolfe Enterprises, Inc. (the "Company"), as
of September 30, 2003, and 2002, and for the nine months ending September 30, 2003 and 2002,
have been prepared in accordance with generally accepted accounting principles for interim
financial information, and in accordance with the instructions to Form 10-QSB of the Securities
and Exchange Commission. In the opinion of Company management, all adjustments, consisting
only of normal recurring adjustments considered necessary to present fairly the financial
statements, have been made.****

******Description of Business**

The financial statements presented are those of Rolfe Enterprises, Inc. a development stage
company ("The Company"). The Company was incorporated under the laws of the State of
Florida on May 6, 1996. The Company's activities, to date, have been primarily directed towards
the raising of capital.

As shown in the financial statements, as of September 30, 2003 and 2002, the Company has
incurred accumulated deficits of $19,973 and $17,914, respectively and only had cash of $36 and
$0, respectively. The Company's continued existence is dependent on its ability to generate
sufficient cash flow to meet its obligations on a timely basis. Accordingly, the financial
statements do not include any adjustment that might be necessary should the Company be unable
to continue in existence. The Company has been exploring sources to obtain additional equity or
debt financing.

**Use of Estimates in the Preparation of Financial Statements**

The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reporting
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.

**Income Taxes**

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are
expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the statement of operations in the period, which includes the enactment date.

**Loss Per Common Share**

The Company incurred expenses of $250 and $250, respectively during the periods ended
September 30, 2003 and 2002. This was due to the high professional and legal costs related to the
company's operations.

**Note 2 - Common Stock**

****The Company authorized 10,000,000 shares of par value $.001 common stock.  Dividends may
be paid on outstanding shares as declared by the Board of Directors.  Each share of common
stock is entitled to one vote.

******Note 3 - Income Taxes**

There is no provision for income taxes since the Company has incurred a net operating loss. ****

******Note 4 - Related Party Transactions**

The Company owes a shareholder $698 at September 30, 2003 and was owed $1,647 from a
shareholder at September 30, 2002.

**Note 5 - Subsequent Events**

On October 10, 2003, subsequent to the end of the quarter,
the Company entered into a Merger Agreement ("the Merger Agreement") with Bidgive Group, LLC,
a Texas limited liability company. Under the terms of the Merger Agreement, Bidgive Group, LLC
will be merged into BGG Acquisition Subsidiary, Inc, a Texas corporation, which is a newly-formed
and wholly-owned subsidiary of the Company, following satisfaction of various conditions precedent.
Shares of the Company's common stock will be issued to the members of Bidgive Group, LLC as
consideration for completion of the merger.

The conditions precedent to completion of the merger transaction include, among other things,
completion of satisfactory due diligence reviews by the Company and by Bidgive Group, LLC,
and completion of a recapitalization of the Company.  The recapitalization includes a 2-for-1
stock division and an increase in the authorized common stock of the Company from 10,000,000
to 20,000,000 shares of $0.001 par value common stock, upon approval by the Company's Board
of Directors, followed by a 1 for 25 reverse stock split, to be completed following approval by
the Company's shareholders.

Following completion of the recapitalization, the Company's authorized capital stock will consist
of 20,000,000 shares of $0.001 par value common stock, of which approximately 465,780 shares
will be issued and outstanding.

In order to complete the proposed merger transaction, the Company will then be required to issue
a total of approximately 5,744,600 shares to the members of Bidgive Group, LLC.

Following completion of the merger transaction, the Company will have a total of approximately
6,210,380 shares issued and outstanding, of which approximately 5,744,600 shares, or 92.5%,
will be owned by the former members of Bidgive Group, LLC, and approximately 465,780
shares, or 7.5%, will be owned by the Company's current shareholders.  Accordingly, completion
of the merger transaction will result in a change of control of the Company.

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**ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION**

**SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS**

Certain statements in this report, including statements in the following discussion, which
are not statements of historical fact, are what are known as "forward-looking statements," which
are basically statements about the future.  For that reason, these statements involve risk and
uncertainty since no one can accurately predict the future.  Words such as "plans," "intends,"
"will," "hopes," "seeks," "anticipates," "expects," and the like, often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking
statement.  Such forward-looking statements include statements concerning our plans and
objectives with respect to the present and future operations of the Company, and statements
which express or imply that such present and future operations will or may produce revenues,
income or profits.  Numerous factors and future events could cause the Company to change such
plans and objectives, or fail to successfully implement such plans or achieve such objectives, or
cause such present and future operations to fail to produce revenues, income or profits.
Therefore, the  reader is advised that the following discussion should be considered in light of the
discussion of risks and other factors contained in this report on Form 10QSB and in the
Company's other filings with the Securities and Exchange Commission.  No statements
contained in the following discussion should be construed as a guarantee or assurance of future
performance or future results.

**Liquidity and Capital Resources**

As of September 30, 2003,  the Company remains in the development stage.  For the
period ended September 30, 2003, the Company's balance sheet reflects current and total assets
of $36, and current liabilities of $3,398.

The Company does not have sufficient assets or capital resources to pay its on-going
expenses while it is seeking out business opportunities, and it has no current plans to raise
additional capital through sale of securities, or otherwise.  As a result, although the Company has
no agreement in place with its shareholders or other persons to pay expenses on its behalf, it is
currently anticipated that the Company will rely on loans or additional capital contributions from
shareholders or to pay expenses at least until it is able to consummate a business transaction.

**Results of Operations**

During the period from May 6, 1996 (inception) through September 30, 2003, the
Company has engaged in no significant operations other than organizational activities,
acquisition of capital and preparation and filing of its registration statement on Form 10-SB
under the Securities Exchange Act of 1934, as amended, compliance with its periodical reporting
requirements and initial efforts to locate a suitable merger or acquisition candidate.   No revenues
were received by the Company during this period.

The Company experienced a net loss of $250 for the nine-month period ended September
30, 2003 compared with a loss of $250 for the same period last year.   The loss during the quarter
ended September 30, 2003 is primarily the result of legal, consulting, and accounting costs
related to initial registration under the Securities Exchange Act of 1934 and subsequent
compliance with reporting requirements of the securities laws, as well as payment of transfer
agent fees.  The Company does not expect to generate any revenue until it completes a business
combination, but will continue to incur legal and accounting fees and other costs associated with
compliance with its reporting obligations.  As a result, the Company expects that it will continue
to incur losses each quarter at least until it has completed a business combination.  Depending
upon the performance of any acquired business, the Company may continue to operate at a loss
even following completion of a business combination.

**Plan of Operations**

On October 10, 2003, subsequent to the end of the quarter, the Company entered into a Merger
Agreement ("the Merger Agreement") with Bidgive Group, LLC, a Texas limited liability
company.  Under the terms of the Merger Agreement, Bidgive Group, LLC will be merged into
BGG Acquisition Subsidiary, Inc, a Texas corporation, which is a newly-formed and
wholly-owned subsidiary of the Company, following satisfaction of various conditions precedent.
 Shares of the Company's common stock will be issued to the members of Bidgive Group, LLC
as consideration for completion of the merger.  The Company anticipates incurring a loss for the fiscal year ending  December 31, 2003 as a
result of expenses associated with compliance with the reporting requirements of the Securities
Exchange Act of 1934, and expenses associated with the completion of the proposed Merger
Agreement.

**Need for Additional Financing**

The Company  will require additional capital in order to pay the costs associated
with carrying out its plan of operations and the costs of compliance with its continuing reporting
obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending
December 31, 2003 and thereafter.  This additional capital will be required whether or not the
Company is able to successfully complete its proposed business combination transaction during the current fiscal year.
Furthermore, once a business combination is completed, the Company's needs for additional
financing are likely to increase substantially.

No specific commitments to provide additional funds have been made by management or
other stockholders, and the Company has no current plans, proposals, arrangements or
understandings to raise additional capital through the sale or issuance of additional securities
prior to the location of a merger or acquisition candidate.  Accordingly, there can be no assurance
that any additional funds will be available to the Company to allow it to cover its expenses.
Notwithstanding the foregoing, however, to the extent that additional funds are required, the
Company anticipates receiving such funds in the form of loans or advancements from current
shareholders without the issuance of additional shares or other securities, or through the private
placement of restricted securities.   In addition, in order to minimize the amount of additional
cash which is required in order to carry out its business plan, the Company might seek to
compensate certain service providers by issuances of stock in lieu of cash.

**Subsequent Event**

On October 10, 2003, subsequent to the end of the quarter, the Company entered into a
Merger Agreement with Bidgive Group, LLC, a Texas limited liability company.  Additional
information regarding the terms of the proposed merger transaction are in included in Note 5 of
the Company's unaudited financial statements for the nine months ended September 30, 2003,
which are part of this report on Form 10-QSB.

Although the Merger Agreement includes conditions precedent which must be satisfied
before the proposed merger transaction can be completed, Company management currently
believes the proposed merger is likely to be completed on November 30, 2003.  In the
event the proposed merger is completed, it will result in a change of control of the Company and
a significant change in the Company's plan of operations for the succeeding twelve months.
However, current Company management does not have a factual basis upon which to provide
disclosure regarding the Company's intended plan of operations following completion of the
proposed merger transaction.

**ITEM 3.	CONTROLS AND PROCEDURES**

The Company's Chief Executive Officer and Chief Financial Officer (or those persons
performing similar functions), after evaluating the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended) as of a date within 90 days before the filing date of this
quarterly report (the "Evaluation Date"), have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures were effective to ensure the timely collection,
evaluation and disclosure of information relating to the Company that would potentially be
subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. There were no significant changes in the Company's internal
controls or in other factors that could significantly affect the internal controls subsequent to the
Evaluation Date.

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

None.

ITEM 2.	CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K.

The following exhibits are filed herewith:

2.1	MERGER AGREEMENT AND PLAN OF REORGANIZATION dated as of
October 10, 2003, by and among ROLFE ENTERPRISES, INC., a Florida
corporation, BGG Acquisition Subsidiary, Inc., a Texas corporation, Mid-Continental Securities Corp., an Illinois corporation, and BIDGIVE GROUP,
LLC, a Texas limited liability company.

31.1 	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under theSecurities
Exchange Act of 1934, as amended.

32.1 	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection
906 of the Sarbanes-Oxley Act of 2002.

(b)	No reports on Form 8-K were filed by the Company for the quarter ended
September 30, 2003.



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

**ROLFE ENTERPRISES, INC.**

By:  /S/ JOSEPH  H. DOWLINGJoseph H. Dowling, President and a Director

By:  /S/ FRANK PIOPPIFrank Pioppi, Secretary and a Director



Date:    November 10, 2003

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Exhibit  2.1	MERGER AGREEMENT AND PLAN OF REORGANIZATION

**********MERGER AGREEMENT AND PLAN OF REORGANIZATION**

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this
"Agreement") is dated as of October 10, 2003, by and among ROLFE ENTERPRISES, INC., a
Florida corporation ("ROLFE"), BGG Acquisition Subsidiary, Inc., a Texas corporation
("Merger Sub"), Mid-Continental Securities Corp., a Illinois corporation ("Mid-Continental"),
and BIDGIVE GROUP, LLC, a Texas limited liability company ("BidGive").

**RECITALS**:

WHEREAS, the Boards of Directors of ROLFE and Merger Sub and the Managers of
BidGive have each approved the merger of BidGive into Merger Sub (the "Merger"), pursuant to
the Certificate of Merger set forth in Exhibit A hereto ("Merger Certificate") and the transactions
contemplated hereby, in accordance with the applicable provisions of the statutes of the State of
Texas, which permit such a merger, contingent upon satisfaction prior to closing of all of the
terms and conditions of this Agreement; and

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

NOW, THEREFORE, in consideration of the foregoing recitals, which shall be
considered an integral part of this Agreement, and the covenants, conditions, representations and
warranties hereinafter set forth, the parties hereby agree as follows:

**********ARTICLE I**

************

**********THE MERGER******

**1.01 The Merger**. At the Effective Time (as hereinafter defined), and subject to the terms
and conditions of this Agreement and the Merger Certificate, BidGive will be merged with and
into Merger Sub, and Merger Sub will be the Surviving Corporation. (The term "Surviving
Corporation" appearing in this Agreement denotes Merger Sub after consummation of the
Merger.) Merger Sub's existence, and all its purposes, powers, and objectives will continue
unaffected and unimpaired by the Merger, and as the Surviving Corporation it will be governed
by the laws of the State of Texas and succeed to all of BidGive's rights, assets, liabilities, and
obligations in accordance with the laws of the State of Texas. For federal income tax purposes, it
is intended that the Merger shall constitute a tax-free reorganization within the meaning of
Sections 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the
"Code").

**1.02 Closing and Effective Time**. Subject to the provisions of this Agreement, the
parties shall hold a closing (the "Closing") on (i) the first business day on which the last of the
conditions set forth in Article VIII to be fulfilled prior to the Closing is fulfilled or waived or (ii)
such other date as the parties hereto may agree (the "Closing Date"), at such time and place as the
parties hereto may agree. Immediately upon the Closing, the parties will cause the Merger
Certificate to be filed with the office of the Secretary of State of the State of Texas in accordance
with the applicable provisions of the statutes of such state. Subject to and in accordance with
such laws, the Merger will become effective at the date and time the Certificate of Merger is filed
with the office of the Secretary of State of the State of Texas (the "Effective Time").

**1.03 Survival of Assets and Liabilities**.

(a)	All rights and interests of each of BidGive and the Merger Sub in and to every
type of property shall be transferred to and vested in the Surviving Corporation by virtue of the
Merger without any deed or other transfer.  The Surviving Corporation, as of the Effective Time
of the Merger and without any order or other action on the part of any court or otherwise, shall
hold and enjoy all rights of property, franchises and interests in the same manner and to the same
extent as such rights, franchises, and interests were held or enjoyed by each of BidGive and the
Merger Sub immediately prior to the Effective Time of the Merger.

(b)	After the Effective Time, the Surviving Corporation shall be liable for all
liabilities of each of BidGive and the Merger Sub, and all debts, liabilities, obligations and
contracts of each of BidGive and the Merger Sub matured or unmatured, whether accrued,
absolute, contingent, or otherwise, and whether or not reflected or reserved against on balance
sheets, books of account or records of either BidGive or the Merger Sub, as the case may be,
shall be those of and are hereby expressly assumed by the Surviving Corporation and shall not be
released or impaired by the Merger; and all rights of creditors and other obligees and all liens on
property of either BidGive or the Merger Sub shall be preserved unimpaired.****

**1.04 Conversion of Shares in the Merger**. Pursuant to the Merger Certificate, at the
Effective Time, by virtue of the Merger and without any action on the part of any holder of any
capital stock of Merger Sub or any Member of BidGive, each 1% membership interest in
BidGive which is issued and outstanding immediately prior to the Effective Time held by
members who do not dissent from the Merger shall be converted into 57,446 shares of common
stock, par value $0.001, of ROLFE (the "ROLFE Common Stock"). The shares of ROLFE
Common Stock to be issued pursuant to this Sections 1.04 are referred to herein as the "Merger
Shares." From and after the Effective Time, no membership interests in BidGive shall be deemed
to be outstanding, and holders thereof shall cease to have any rights with respect thereto, except
as provided herein or by law. All of the Merger Shares will be, when issued in accordance with
this Agreement, duly authorized, validly issued, fully paid, nonassessable and free and clear of all
liens, claims, pledges, options, adverse claims or charges of any nature whatsoever.



**1.05 Cancellation of BidGive Membership Interests**. At the Effective Time, by virtue
of the Merger and without any action on the part of any holder of a membership interest in
BidGive, all outstanding membership interests in BidGive shall be cancelled.

**1.06 Stock Certificates**.  At and after the Effective Time, each holder of a membership
interest in BidGive shall be entitled to receive in exchange therefor, upon surrender thereof to
OTC Corporate Transfer Services Co. (the "Exchange Agent"), a certificate or certificates
representing the number of whole shares of ROLFE Common Stock into which such holder's
membership interests in BidGive were converted pursuant to Section 1.03. At and after the
Effective Time, ROLFE shall be entitled to treat all of the outstanding certificates which prior to
that time represented membership interests in BidGive, and which have not been surrendered for
exchange, as evidencing the ownership of the number of whole shares of ROLFE Common Stock
into which the membership interests of BidGive represented by such certificates have been
converted as herein provided, notwithstanding the failure to surrender the certificates
representing such interests. The provisions of this Section 1.06 shall not apply to any
membership interest in BidGive in respect of which the holder thereof pursues the remedy of
dissent in accordance with Sections 5.11 through 5.13, inclusive, of the Texas Business
Corporation Act unless and until such holder has exhausted his right of dissent thereunder, at
which time the provisions of Sections 1.04, 1.05 and 1.06 of this Agreement shall apply in their
entirety thereto.

**1.07 Fractional Shares**. No fractional shares of ROLFE Common Stock shall be issued
in connection with the Merger. In lieu of such fractional shares, any holder who would otherwise
be entitled to receive a fraction of a share of ROLFE Common Stock (after separately
aggregating all fractional shares of stock issuable to such holder) shall be issued one whole share
of ROLFE Common Stock.

**1.08 Officers, Directors; Bylaws**. The officers and managers of BidGive immediately
before the Effective Time shall serve as the officers and directors of the Surviving Corporation as
of the Effective Time. The Bylaws of the Surviving Corporation as of the Effective Time shall be
in the form attached hereto as Exhibit B.

******1.09 Resignations**.As of the Effective Time, all of the current officers of ROLFE shall
deliver their resignations, effective immediately, and all of the current directors of ROLFE shall
deliver their resignations effective as of the date that is 10 days after the date of mailing by
ROLFE of a notice to shareholders pursuant to Rule 14f-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the current directors of ROLFE shall have
appointed persons designated by BidGive as successor members of the Board of Directors to fill
the vacancies created by the resignation of the current directors.

******1.10 Principal Office**. The established offices and facilities of BidGive immediately
prior to the Merger shall become the established offices and facilities of the Surviving
Corporation after the Effective Time.

**********ARTICLE II**

**********REPRESENTATIONS AND WARRANTIES OF ROLFE AND MID-CONTINENTAL**

************

**Representations and Warranties of ROLFE and Mid-Continental**. Each of ROLFE
and Mid-Continental jointly and severally represent and warrant to BidGive as follows:

**2.01 Organization, Standing and Power**. ROLFE is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida, has all requisite
power and authority to own, lease and operate its properties and to carry on its business as now
being conducted, and is duly qualified and in good standing to do business in each jurisdiction in
which the nature of its business or the ownership or leasing of its properties makes such
qualification necessary.

**2.02 Capital Structure**. As of the date of the execution of this Agreement, the authorized
capital stock of ROLFE consists of 10,000,000 shares of $0.001 par value common stock of
which 5,822,250 shares are validly issued and outstanding. All of such issued shares have been
duly authorized and validly issued and are fully paid and nonassessable and none of them was
issued in violation of any preemptive or other right. No shares of common stock or any other
securities of ROLFE are entitled to preemptive rights or registration rights and there are no
outstanding options, warrants, scrip, rights to subscribe to, call or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
ROLFE.  Furthermore, there are no contracts, commitments, understandings, or arrangements by
which ROLFE is or may become bound to issue additional shares of the capital stock of ROLFE
or options, securities or rights convertible into shares of capital stock of ROLFE.  Except for
customary transfer restrictions contained in agreements entered into by ROLFE in order to sell
restricted securities, ROLFE is not a party to or bound by any agreement or understanding
granting registration or anti-dilution rights to any person with respect to any of its equity or debt
securities.  ROLFE is not a party to, and it has no knowledge of, any agreement or understanding
restricting the voting or transfer of any shares of the capital stock of ROLFE.  The offer and sale
of all capital stock, convertible securities, rights, warrants, or options of ROLFE issued prior to
the Closing complied with all applicable federal and state securities laws, and to the best
knowledge of ROLFE, no holder of such securities has a right of rescission or has made or
threatened to make a claim for rescission or damages with respect thereto.

**2.03 Certificate of Incorporation, Bylaws, and Minute Books**. The copies of the
Articles of Incorporation and of the Bylaws of ROLFE which have been delivered to BidGive are
true, correct and complete copies thereof. The minute book of ROLFE, which has been made
available for inspection, contains accurate minutes of all meetings and accurate consents in lieu
of meetings of the Board of Directors (and any committee thereof) and of the shareholders of
ROLFE since the date of incorporation and accurately reflects all transactions referred to in such
minutes and consents in lieu of meetings.

**2.04 Authority**. ROLFE has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of ROLFE. No other corporate or shareholder proceedings
on the part of ROLFE are necessary to authorize the Merger, or the other transactions
contemplated hereby.

**2.05 Conflict with Other Agreements; Approvals**. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby will not
result in any violation of, or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on
assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss
or creation, a "violation") pursuant to any provision of the Articles of Incorporation or Bylaws or
any organizational document of ROLFE or, result in any violation of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to ROLFE which violation would have a material adverse
effect on ROLFE taken as a whole. Except for filings with the SEC pursuant to the Exchange
Act, no consent, approval, order or authorization of, or registration, declaration or filing with, any
court, administrative agency or commission or other governmental authority or instrumentality,
domestic or foreign (a "Governmental Entity") is required by or with respect to ROLFE in
connection with the execution and delivery of this Agreement by ROLFE or the consummation
by ROLFE of the transactions contemplated hereby.

**2.06 Books and Records**. ROLFE has made and will make available for inspection by
BidGive upon reasonable request all the books of ROLFE. Such books of ROLFE have been
maintained in the ordinary course of business. All documents furnished or caused to be furnished
to BidGive by ROLFE are true and correct copies, and there are no amendments or modifications
thereto except as set forth in such documents.

**2.07 Compliance with Laws**. ROLFE is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties or the operation of its
businesses.

**2.08 SEC Filings**. ROLFE filed a registration statement on Form 10-SB under the
Exchange Act on September 12, 2003, which, in accordance with Section 12(g) under the
Exchange Act became effective on or about November 11, 2002, and except as set forth on
Schedule 2.08 attached hereto, ROLFE has filed all periodic reports required to be filed with the
SEC since such date on a timely basis and as of the date hereof, is current in its filing obligations.
ROLFE's Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2003
(the "Form 10-KSB") contains all material information concerning ROLFE, updated to the latest
practicable date prior to filing, required by SEC rules to be disclosed in such form, and does not
make any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they were made,
not misleading.

**2.09 Financial Statements and Tax Returns**. Copies of ROLFE's audited balance sheet
as of December 31, 2002 (the "ROLFE Balance Sheet"), unaudited financial statements for the
period ended June 30, 2003, and its statements of operations, cash flows and shareholders' equity
for the years ended December 31, 2002 and 2001 (collectively, the "ROLFE Financial
Statements") have been delivered to BidGive. The ROLFE Financial Statements and notes fairly
present the financial condition and the results of operations, assets and liabilities, changes in
stockholders' equity, and cash flow of ROLFE as at the respective dates of and for the periods
referred to in such financial statements, all in accordance with Generally Accepted Accounting
Principals ("GAAP"). No financial statements of any person or entity other than Merger Sub are
required by GAAP to be included in the consolidated financial statements of ROLFE.

**2.10 Litigation**. There is no suit, action or proceeding pending, or, to the knowledge of
ROLFE, threatened against or affecting ROLFE which is reasonably likely to have a material
adverse effect on ROLFE, nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against ROLFE having, or which, insofar as
reasonably can be foreseen, in the future could have, any such effect.

**2.11 Tax Returns**. ROLFE has filed all Tax Returns which it is required to file under
applicable laws and regulations; all such Tax Returns are complete and correct in all material
respects and have been prepared in compliance with all applicable laws and regulations in all
material respects; ROLFE, in all material respects, has paid all Taxes due and owing by them
(whether or not such Taxes are required to be shown on a Tax Return) and has withheld and paid
over to the appropriate taxing authority all Taxes which it is required to withhold from amounts
paid or owing to any employee, stockholder, creditor or other third party; ROLFE has not waived
any statute of limitations with respect to any Taxes or agreed to any extension of time with
respect to any Tax assessment or deficiency; the accrual for Taxes on ROLFE's most recent
balance sheet would be adequate to pay all Tax liabilities of ROLFE if its current Tax year were
treated as ending on the date of such balance sheet (excluding any amount recorded which is
attributable solely to timing differences between book and Tax income); since the date of
ROLFE's most recent balance sheet, ROLFE has not incurred any liability for Taxes other than in
the ordinary course of business; the assessment of any additional Taxes for periods for which Tax
Returns have been filed by ROLFE shall not exceed the recorded liability therefor on ROLFE's
most recent balance sheet (excluding any amount recorded which is attributable solely to timing
differences between book and Tax income); no foreign, federal, state or local Tax audits or
administrative or judicial proceedings are pending or being conducted with respect to ROLFE, no
information related to Tax matters has been requested by any foreign, federal, state or local
taxing authority and no written notice indicating an intent to open an audit or other review has
been received by ROLFE from any foreign, federal, state or local taxing authority; there are no
material unresolved questions or claims concerning ROLFE's Tax liability; and there are no liens
upon any of ROLFE's property or assets; there are not now any pending questions relating to, or
claims asserted for, taxes or assessments asserted against ROLFE. For purposes of this
Agreement, "Tax" or "Taxes" means federal, state, county, local, foreign or other income, gross
receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility,
environmental, communications, real or personal property, capital stock, license, payroll, wage or
other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including, without limitation,
deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not.
"Tax Return" means any return, information report or filing with respect to Taxes, including any
schedules attached thereto and including any amendment thereof. ROLFE has provided to
BidGive copies of its tax returns filed for the tax years ended December 31, 2002 and 2001.

**2.12 No Undisclosed Liabilities**. Except as set forth in the ROLFE Financial Statements,
ROLFE has no liabilities or obligations of any nature (whether absolute, accrued, contingent, or
otherwise) except for current liabilities incurred in the ordinary course of business since the
respective dates thereof, all of which shall be paid in full at the Effective Time.

**2.13 No Material Adverse Change**. ROLFE has not since December 31, 2002, and as of
the Closing will not have:

(a)	Suffered any material adverse change in financial condition, assets, liabilities,
business, or prospects;

(b)	Incurred any additional obligations or liabilities (whether absolute, accrued,
contingent, or otherwise) which it either has not previously satisfied or will not satisfy at or
before Closing;

(c)	Paid any claim or discharged or satisfied any lien or encumbrance or paid or
satisfied any liability (whether absolute, accrued, contingent, or otherwise) other than liabilities
shown or reflected in ROLFE's December 31, 2002 balance sheet or liabilities incurred since
December 31, 2002 in the ordinary course of business;

(d)	Declared, paid, or set aside for payment to its stockholders any dividend or other
distribution in respect of its capital stock or redeemed or purchased or otherwise acquired any of
its capital stock or any options relating thereto or agreed to take any such action; or

(e)	Made any material change in any method of accounting or accounting practice.

**2.14 No Employees**. ROLFE has no employees, and has never had any employees.

**2.15 Full Disclosure**. No representation or warranty of ROLFE in this Agreement
contains a material misstatement or omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were made, not misleading. There
is no fact known to ROLFE that has specific application to BidGive and that materially adversely
affects or, as far as ROLFE can reasonably foresee, materially threatens, the assets, business,
prospects, financial condition, or results of operations of ROLFE that has not been set forth in
this Agreement.

**ARTICLE III**

**REPRESENTATIONS AND WARRANTIES OF MERGER SUB**

**AND MID-CONTINENTAL**

**Representations and Warranties of Merger Sub**. Each of Merger Sub and Mid-Continental jointly and severally represent and warrant to BidGive as follows:

**3.01 Organization, Standing and Power**. Merger Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of Texas, has all requisite power
and authority to own, lease and operate its properties and to carry on its business as now being
conducted, and is duly qualified and in good standing to do business in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes such qualification
necessary.

**3.02 Capital Structure**. The authorized capital stock of Merger Sub consists of
10,000,000 shares of Common Stock with a par value of $0.01 per share. As of the close of
business on October 10, 2003, 1,000 shares of Merger Sub common stock were issued and
outstanding. There are no other options, warrants, calls, agreements or other rights to purchase or
otherwise acquire from Merger Sub at any time, or upon the happening of any stated event, any
shares of the capital stock of Merger Sub whether or not presently issued or outstanding.

**3.03 Certificate of Incorporation and Minute Books**. The copy of the Certificate of
Incorporation of Merger Sub which has been delivered to BidGive is a true, correct and complete
copy thereof. Merger Sub has no bylaws. The minute book of Merger Sub, which has been made
available for inspection, contains accurate minutes of all meetings and accurate consents in lieu
of meetings of the Board of Directors (and any committee thereof) and of the shareholders of
Merger Sub since the date of incorporation and accurately reflects all transactions referred to in
such minutes and consents in lieu of meetings.

**3.04 Authority**. Merger Sub has all requisite power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Merger Sub. No other corporate or shareholder
proceedings on the part of Merger Sub are necessary to authorize the Merger, or the other
transactions contemplated hereby.****

******3.05 Conflict with Other Agreements; Approvals**. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby will not
result in any violation of, or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a
material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on
assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss
or creation, a "violation") pursuant to any provision of the Certificate of Incorporation or any
organizational document of Merger Sub or, result in any violation of any loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation,
instrument, permit, concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Merger Sub which violation would have a material
adverse effect on Merger Sub taken as a whole. No consent, approval, order or authorization of,
or registration, declaration or filing with, any Governmental Entity is required by or with respect
to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or
the consummation by Merger Sub of the transactions contemplated hereby.

**3.06 Books and Records**. Merger Sub has made and will make available for inspection
by BidGive upon reasonable request all the books of Merger Sub relating to the business of
Merger Sub. Such books of Merger Sub have been maintained in the ordinary course of business.
All documents furnished or caused to be furnished to ROLFE by Merger Sub are true and correct
copies, and there are no amendments or modifications thereto except as set forth in such
documents.

**3.07 Compliance with Laws**. Merger Sub is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties or the operation of its
businesses.

**3.08 Litigation**. There is no suit, action or proceeding pending, or, to the knowledge of
Merger Sub, threatened against or affecting Merger Sub which is reasonably likely to have a
material adverse effect on Merger Sub, nor is there any judgment, decree, injunction, rule or
order of any Governmental Entity or arbitrator outstanding against Merger Sub having, or which,
insofar as reasonably can be foreseen, in the future could have, any such effect.

**3.09 No Undisclosed Liabilities**. Merger Sub has no liabilities or obligations of any
nature (whether absolute, accrued, contingent, or otherwise) which will not be fully discharged in
connection with the Closing.

**3.10 No Employees**. Merger Sub has no employees, and has never had any employees.

**3.11 Full Disclosure**. No representation or warranty of Merger Sub in this Agreement
contains a material misstatement or omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were made, not misleading. There
is no fact known to Merger Sub that has specific application to BidGive and that materially
adversely affects or, as far as Merger Sub can reasonably foresee, materially threatens, the assets,
business, prospects, financial condition, or results of operations of Merger Sub that has not been
set forth in this Agreement.

**3.12 No Brokers**. Merger Sub has incurred no obligation or liability, contingent or
otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in
connection with this Agreement.

**ARTICLE IV**

**REPRESENTATIONS AND WARRANTIES OF BIDGIVE**

**Representations and Warranties of BIDGIVE**. BidGive represents and warrants to
ROLFE as follows:

**4.01 Organization, Standing and Power.** BidGive is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Texas, has all
requisite power and authority to own, lease and operate its properties and to carry on its business
as now being conducted, and is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or leasing of its properties makes
such qualification necessary.

**4.02 Capital Structure**. The capital structure of BidGive consists of 3,232,809 units or
membership interests which are issued and outstanding as of the close of business on October 10,
2003. All outstanding units or membership interests of BidGive are validly issued, fully paid and
nonassessable and not subject to preemptive rights or other restrictions on transfer. All of the
issued and outstanding units or membership interests of BidGive were issued in compliance with
all applicable securities laws.

**4.03 Articles of Organization, Operating Agreement and Minute Books**. The copies
of the Articles of Organization, the Operating Agreement and the other organizational documents
of BidGive which have been delivered to ROLFE are true, correct and complete copies thereof.
The minute books of BidGive which have been made available for inspection contain accurate
minutes of all meetings and accurate consents in lieu of meetings of the members and/or the
managers of BidGive since the date of organization and accurately reflect all transactions referred
to in such minutes and consents in lieu of meetings.

**4.04 Authority**. BidGive has all requisite power to enter into this Agreement and, subject
to approval of the proposed transaction by the holders of a majority of all issued and outstanding
units or membership interests of BidGive which are entitled to vote to approve the Merger, has
the requisite power and authority to consummate the transactions contemplated hereby. Except as
specified herein, no other company, manager or membership proceedings on the part of BidGive
are necessary to authorize the Merger and the other transactions contemplated hereby.

**4.05 Conflict with Agreements; Approvals**. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby will not,
conflict with, or result in any violation of any provision of the Articles of Organization or the
Operating Agreement of BidGive or of any loan or credit agreement, note, mortgage, indenture,
lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to BidGive
or its properties or assets. No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity is required by or with respect to BidGive in
connection with the execution and delivery of this Agreement by BidGive, or the consummation
by BidGive of the transactions contemplated hereby.

**4.06 Books and Records**. BidGive has made and will make available for inspection by
ROLFE upon reasonable request all the books of account, relating to the business of BidGive.
Such books of account of BidGive have been maintained in the ordinary course of business. All
documents furnished or caused to be furnished to ROLFE by BidGive are true and correct copies,
and there are no amendments or modifications thereto except as set forth in such documents.

**4.07 Compliance with Laws**. BidGive is and has been in compliance in all material
respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and
policies imposed by any Governmental Entity applicable to it, its properties or the operation of its
business.

**4.08 Liabilities and Obligations**. BidGive has no material liabilities or obligations
(absolute, accrued, contingent or otherwise) except as set forth on Schedule 4.08 attached hereto.

**4.09 Litigation**. There is no suit, action or proceeding pending, or, to the knowledge of
BidGive threatened against or affecting BidGive which is reasonably likely to have a material
adverse effect on BidGive, nor is there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against BidGive having, or which, insofar as
reasonably can be foreseen, in the future could have, any such effect.

**4.10 Taxes**. BidGive has filed or will file within the time prescribed by law (including
extension of time approved by the appropriate taxing authority) all tax returns and reports
required to be filed with all other jurisdictions where such filing is required by law; and BidGive
has paid, or made adequate provision for the payment of all taxes, interest, penalties, assessments
or deficiencies due and payable on, and with respect to such periods. BidGive knows of (i) no
other tax returns or reports which are required to be filed which have not been so filed and (ii) no
unpaid assessment for additional taxes for any fiscal period or any basis therefor.

**4.11 Licenses, Permits; Consents**. BidGive owns or possesses in the operation of its
business all material authorizations which are necessary for it to conduct its business as now
conducted. Neither the execution or delivery of this Agreement nor the consummation of the
transactions contemplated hereby will require any notice or consent under or have any material
adverse effect upon any such authorizations.

**4.12 Full Disclosure**. No representation or warranty of BidGive in this Agreement
contains a material misstatement or omits to state a material fact necessary to make the
statements herein, in light of the circumstances in which they were made, not misleading.

************

************	**ARTICLE V**

**********COVENANTS RELATING TO CONDUCT OF BUSINESS**

**Covenants of ROLFE, Merger Sub and BidGive**. During the period from the date of
this Agreement and continuing until the Effective Time, ROLFE, Merger Sub and BidGive each
agree as to themselves and their related entities that (except as expressly contemplated or
permitted by this Agreement, or to the extent that the other parties shall otherwise consent in
writing):

**5.01 Ordinary Course**. Each party shall carry on its respective businesses in the usual,
regular and ordinary course in substantially the same manner as heretofore conducted.

**5.02 Dividends; Changes in Stock**. No party shall (i) declare or pay any dividends on or
make other distributions in respect of any of its capital stock or its outstanding membership units
or interests, or (ii) repurchase or otherwise acquire, or permit any subsidiary to purchase or
otherwise acquire, any shares of its capital stock or any of its outstanding membership units or
interests.

**5.03 Issuance of Securities**. Prior to Closing hereunder, no party shall issue, deliver or
sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any
membership units or interests of any class, any voting debt or any securities convertible into, or
any rights, warrants or options to acquire, any such shares, membership units or interests, voting
debt or convertible securities.

**5.04 Governing Documents**. No party shall amend or propose to amend its
organizational charter, bylaws or operating agreement, except as contemplated by this
Agreement.

**5.05 No Dispositions**. Except for the transfer of assets in the ordinary course of business
consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or
agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material,
individually or in the aggregate, to such party.

**5.06 Indebtedness**. No party shall incur any indebtedness for borrowed money or
guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to
acquire any debt securities of such party or guarantee any debt securities of others other than in
each case in the ordinary course of business consistent with prior practice.

**5.07 Other Actions**. No party shall take any action that would or is reasonably likely to
result in any of its representations and warranties set forth in this Agreement being untrue as of
the date made (to the extent so limited), or in any of the Conditions Precedent set forth in Article
VIII not being satisfied.



**ARTICLE VI**

************

**********SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION**

**6.01 Survival of Representations**.  The representations, warranties and covenants made
by the parties in this Agreement and in any other certificates and documents delivered in
connection herewith shall survive the Closing and any investigation at any time made by or on
behalf of any party and shall apply until the third anniversary of the Closing Date.

**6.02 Indemnification by ROLFE, the Merger Sub and Mid-Continental**.  ROLFE, the
Merger Sub and Mid-Continental hereby jointly and severally agree to indemnify BidGive and
hold it harmless from and against all demands, claims, actions, or causes of action, assessments,
losses, taxes, damages, liabilities, costs, and expenses, including, without limitation, interest,
penalties, and reasonable attorneys' fees and expenses (collectively, "Damages"), asserted
against, assessed upon, resulting to, imposed upon, or incurred by BidGive by reason of or
resulting from a breach of any agreement, representation, or warranty of ROLFE, the Merger Sub
or Mid-Continental, including, but not limited to, any undisclosed liabilities or obligations of
ROLFE or the Merger Sub, whether known by Mid-Continental or not, as described in Sections
2.12 or 3.09 of this Agreement.  Assertion by BidGive of its right to indemnification under this
Section 6.02 shall not preclude the assertion by BidGive of any other rights or the seeking of any
other remedies against ROLFE, the Merger Sub or Mid-Continental.

********

**6.03 Indemnification by BidGive**.  BidGive hereby agrees to indemnify ROLFE, the
Merger Sub and Mid-Continental, and hold them harmless from and in respect of all Damages
asserted against, assessed upon, resulting to, imposed upon, or incurred by ROLFE, the Merger
Sub or Mid-Continental by reason of or resulting from a breach of any agreement, representation,
or warranty of BidGive contained herein.

************

**************ARTICLE VII**

**********ADDITIONAL AGREEMENTS**

**7.01 Restricted ROLFE Shares; Registration Rights**. The Merger Shares will not be
registered under the Securities Act of 1933, as amended (the "Securities Act"), but will be issued
pursuant to an exemption from such registration requirements for transactions not involving a
public offering. Accordingly, the Merger Shares will constitute "restricted securities" for
purposes of the Securities Act and applicable state securities laws and the holders of Merger
Shares will not be able to transfer such shares except upon compliance with the registration
requirements of the Securities Act and applicable state securities laws or in reliance upon an
available exemption therefrom. The certificates evidencing the Merger Shares shall contain a
legend to the foregoing effect and the holders of such shares shall deliver at or prior to Closing an
Investment Letter acknowledging the fact that the Merger Shares are restricted securities and
agreeing to the foregoing transfer restrictions, and representing and warranting certain facts
which will be relied upon by ROLFE to confirm the availability of the exemption from
registration requirements.

**7.02 Access to Information**. Upon reasonable notice, ROLFE, Merger Sub and BidGive
shall each afford to the officers, employees, accountants, counsel and other representatives of the
others, access to all their respective properties, books, contracts, commitments and records and,
during such period, each of ROLFE, Merger Sub and BidGive shall furnish promptly to the
others (a) a copy of each report, schedule, registration statement and other document filed or
received by it during such period pursuant to the requirements of Federal or state securities laws
and (b) all other information concerning its business, properties and personnel as the other parties
may reasonably request. Unless otherwise required by law, the parties will hold any such
information which is nonpublic in confidence until such time as such information otherwise
becomes publicly available through no wrongful act of any other party, and in the event of
termination of this Agreement for any reason each party shall promptly return all nonpublic
documents obtained from any other party, and any copies made of such documents, to such other
party.

**7.03 Legal Conditions to Merger**. Each of ROLFE, Merger Sub and BidGive shall take
all reasonable actions necessary to comply promptly with all legal requirements which may be
imposed on it with respect to the Merger and will promptly cooperate with and furnish
information to each other in connection with any such requirements imposed upon any of them or
upon any of their related entities or subsidiaries in connection with the Merger. Each party shall
take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining)
any consent, authorization, order or approval of, or any exemption by, any Governmental Entity
or other public or private third party, required to be obtained or made by ROLFE, Merger Sub or
BidGive or any of their related entities or subsidiaries in connection with the Merger or the
taking of any action contemplated thereby or by this Agreement.

**7.04	BidGive's and the Merger Sub's Action**.  The Board of Director of Merger Sub,
by unanimous written consent in lieu of a meeting, and the holders of a majority of all issued and
outstanding units or membership interests of BidGive, by written consent in lieu of a meeting,
each have (i) determined that the Merger is fair and in the best interests of each of the Merger
Sub and BidGive and its respective shareholders or members, as the case may be, (ii) adopted
this Agreement in accordance with the applicable provisions of the statutes of the State of Texas.
The Board of Directors of Merger Sub, by unanimous written consent in lieu of a meeting, has
directed that this Agreement and the Merger be submitted to its shareholders for their adoption
and approval and resolved to recommend that its shareholders vote in favor of the adoption of
this Agreement and the approval of the Merger.****

**************ARTICLE VIII**

**********CONDITIONS PRECEDENT**

**8.01 Conditions to Each Party's Obligation To Effect the Merger**. The respective
obligations of each party to effect the Merger shall be conditional upon the filing, occurring or
obtainment of all authorizations, consents, orders or approvals of, or declarations or filings with,
or expirations of waiting periods imposed by any Governmental Entity or by any applicable law,
rule, or regulation governing the transactions contemplated hereby.

**8.02 Conditions to Obligations of ROLFE and Merger Sub**. The obligations of
ROLFE and Merger Sub to effect the Merger are subject to the satisfaction of the following
conditions on or before the Closing Date unless waived by ROLFE and Merger Sub:

**(a) Representations and Warranties**. The representations and warranties of BidGive set
forth in this Agreement shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations and warranties speak as of
an earlier date) as of the Closing Date as though made on and as of the Closing Date,
except as otherwise contemplated by this Agreement, and ROLFE shall have received a
certificate signed on behalf of BidGive by the Manager or Chief Executive Officer of
BidGive to such effect.

**(b) Performance of Obligations of BidGive**. BidGive shall have performed in all
material respects all obligations required to be performed by it under this Agreement at or
prior the Closing Date, and ROLFE shall have received a certificate signed on behalf of
BidGive by the Manager or Chief Executive Officer to such effect.

**(c) Closing Documents**. ROLFE and Merger Sub shall have received such certificates
and other closing documents as counsel for ROLFE and Merger Sub shall reasonably
request.

**(d) Consents**. BidGive shall have obtained the consent or approval of each person whose
consent or approval shall be required in connection with the transactions contemplated
hereby under any loan or credit agreement, note, mortgage, indenture, lease or other
agreement or instrument, except those for which failure to obtain such consents and
approvals would not, in the reasonable opinion of ROLFE or Merger Sub, individually or
in the aggregate, have a material adverse effect on BidGive and its subsidiaries and
related entities taken as a whole upon the consummation of the transactions contemplated
hereby. BidGive shall also have received the approval of its members in accordance with
applicable law.

**(e) Due Diligence Review**. ROLFE and Merger Sub shall have completed to their
reasonable satisfaction a review of the business, operations, finances, assets and liabilities
of BidGive and shall not have determined that any of the representations or warranties of
BidGive contained herein are, as of the date hereof or the Closing Date, inaccurate in any
material respect or that BidGive is otherwise in violation of any of the provisions of this
Agreement.

**(f) Pending Litigation**. There shall not be any litigation or other proceeding pending or
threatened to restrain or invalidate the transactions contemplated by this Agreement,
which, in the sole reasonable judgment of ROLFE or Merger Sub, made in good faith,
would make the consummation of the Merger imprudent. In addition, there shall not be
any other litigation or other proceeding pending or threatened against BidGive, the
consequences of which, in the judgment of ROLFE or Merger Sub, could be materially
adverse to BidGive.



**(g) Consulting Agreement.**  BidGive shall have entered into a consulting agreement with
certain of ROLFE's shareholders in a form mutually agreeable to all parties.

**8.03 Conditions to Obligations of BidGive**. The obligation of BidGive to effect the
Merger is subject to the satisfaction of the following conditions unless waived by BidGive:

**(a) Representations and Warranties**. The representations and warranties of ROLFE and
Merger Sub set forth in this Agreement shall be true and correct in all material respects as
of the date of this Agreement and (except to the extent such representations speak as of an
earlier date) as of the Closing Date as though made on and as of the Closing Date, except
as otherwise contemplated by this Agreement, and BidGive shall have received
certificates signed on behalf of ROLFE and Merger Sub by the President of each
respective company to such effect.

**(b) Performance of Obligations of ROLFE and Merger Sub**. ROLFE and Merger Sub
shall each have performed in all material respects all obligations required to be performed
by them under this Agreement at or prior to the Closing Date, and BidGive shall have
received certificates signed on behalf of ROLFE and Merger Sub by the President of each
respective company to such effect.



**(c) SEC Compliance**. ROLFE has completed and filed all documentation, reports,
schedules and other information necessary to cause ROLFE to be in compliance with the
rules and regulations of the Securities and Exchange Commission under the Securities
Act and the Exchange Act.

**(d) Approval By Members**. The holders of not less than a majority of the outstanding
units or membership interests of BidGive which are entitled to vote to approve the
Merger shall have consented to or affirmatively voted in favor of completion of the
Merger.

**(e) Closing Documents**. BidGive shall have received such certificates and other closing
documents from ROLFE and Merger Sub as counsel for BidGive shall reasonably
request.

**(f) Consents**. ROLFE and Merger Sub shall have obtained the consent or approval of
each person whose consent or approval shall be required in connection with the
transactions contemplated hereby.

******************(g) Due Diligence Review**. BidGive shall have completed to its reasonable satisfaction a
review of the business, operations, finances, assets and liabilities of ROLFE and Merger
Sub and shall not have determined that any of the representations or warranties of ROLFE
or Merger Sub contained herein are, as of the date hereof or the Closing Date, inaccurate
in any material respect or that ROLFE or Merger Sub is otherwise in violation of any of
the provisions of this Agreement.

**(h) Pending Litigation**. There shall not be any litigation or other proceeding pending or
threatened to restrain or invalidate the transactions contemplated by this Agreement,
which, in the sole reasonable judgment of BidGive, made in good faith, would make the
consummation of the Merger imprudent. In addition, there shall not be any other litigation
or other proceeding pending or threatened against BidGive the consequences of which, in
the judgment of BidGive, could be materially adverse to ROLFE or Merger Sub.

**(i) Capital Structure**.  ROLFE shall have, by action of its Board of Directors or
shareholders, as applicable, declared a 2 for 1 stock division and approved a 25 for 1
reverse stock split, each in accordance with the applicable provisions of the Florida
Business Corporation Act.

******ARTICLE IX**

**TERMINATION AND AMENDMENT**

**9.01 Termination**. This Agreement may be terminated at any time prior to the Effective
Time:

(a) By mutual consent of ROLFE and BidGive;

(b) By ROLFE if there has been a material breach of any representation, warranty,
covenant or agreement on the part of BidGive set forth in this Agreement, or by BidGive
if there has been a material breach of any representation, warranty, covenant or agreement
on the part of ROLFE or Merger Sub, which breach has not been cured within five
business days following receipt by the breaching party of written notice of such breach;

(c) By either ROLFE or BidGive if any permanent injunction or other order of a court or
other competent authority preventing the consummation of the Merger shall have become
final and non-appealable; or

(d) By either ROLFE or BidGive if the Merger shall not have been consummated on or
before November 30, 2003.

**9.02 Effect of Termination**. In the event of termination of this Agreement by either
ROLFE or BidGive as provided in Section 9.01, this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of any party hereto. In such event, all costs and
expenses incurred in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses.

**9.03 Amendment**. This Agreement may be amended by the parties hereto, by action
taken or authorized by their respective Boards of Directors or Managers, provided no amendment
shall be made which by law requires approval by the shareholders or holders of units or
membership interests of any party without such further approval. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the parties hereto.

**9.04 Extension; Waiver**. At any time prior to the Effective Time, the parties hereto, by
action taken or authorized by their respective Board of Directors or Managers, may, to the extent
legally allowed, (a) extend the time for the performance of any of the obligations or other acts of
the other parties hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (c) waive compliance with
any of the agreements or conditions contained herein. Any agreement on the part of a party hereto
to any such extension or waiver shall be valid only if set forth in a written instrument signed on
behalf of such party.

**ARTICLE X**

**GENERAL PROVISIONS**

**10.01 Survival of Representations, Warranties and Agreements**. The representations,
warranties and agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall not survive the Effective Time, except with respect to fraudulent breaches
thereof, claims for which shall survive the Effective Time.

**10.02 Notices**. All notices and other communications hereunder shall be in writing and
shall be deemed given when delivered personally, telecopied (which is confirmed) or mailed by
registered or certified mail (return receipt requested) to the parties at the following addresses (or
at such other address for a party as shall be specified by like notice):

|If to ROLFE       | Rolfe Enterprises, Inc.       
|----------------- | ------------------------------
|or Merger Sub to: | 713 Pineside Lane             
|                  | Naples, Florida 34108         
|                  | Facsimile: (___) ___-____     
|                  |                               
|If to BidGive to: | Jim Walker                    
|                  | 3229 Wentwood Drive, Suite 200
|                  | Dallas, TX  75225             
|                  | Facsimile: (214) 691-7880     
|                  |                               
|                  | With a copy to:               
|                  |                               
|                  | Steven R. Block               
|                  | Fish & Richardson P.C.        
|                  | 5000 Bank One Center          
|                  | Dallas, Texas 75201           
|                  | Facsimile: (214) 747-2091     

**10.03 Interpretation**. When a reference is made in this Agreement to Sections, such
reference shall be to a Section of this Agreement unless otherwise indicated. 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. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by the words
"without limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to whom such
information is to be made available.

**10.04 Counterparts**. This Agreement may be executed in multiple counterparts,
including by facsimile signature, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

**10.05 Entire Agreement; No Third Party Beneficiaries; Rights of Ownership**. This
Agreement (including the documents and the instruments referred to herein) constitutes the entire
agreement and supersedes all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof, and is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

**10.06 Governing Law**. This Agreement shall be governed and construed in accordance
with the laws of the State of Texas without regard to principles of conflicts of law. Each party
hereby irrevocably submits to the jurisdiction of any state or federal court located in Dallas
County, Texas in respect of any suit, action or proceeding arising out of or relating to this
Agreement, and irrevocably accept for themselves and in respect of their property, generally and
unconditionally, the jurisdiction of the aforesaid courts.

**10.07 No Remedy in Certain Circumstances**. Each party agrees that, should any court
or other competent authority hold any provision of this Agreement or part hereof or thereof to be
null, void or unenforceable, or order any party to take any action inconsistent herewith or not to
take any action required herein, the other party shall not be entitled to specific performance of
such provision or part hereof or thereof or to any other remedy, including but not limited to
money damages, for breach hereof or thereof or of any other provision of this Agreement or part
hereof or thereof as a result of such holding or order.

**10.08 Publicity**. Except as otherwise required by law or the rules of the SEC, so long as
this Agreement is in effect, no party shall issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by this Agreement
without the written consent of the other parties, which consent shall not be unreasonably
withheld.



**10.09 Assignment**. Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the
parties and their respective successors and assigns.

[The remainder of this page is intentionally left blank.]

---

******IN WITNESS WHEREOF**, this Merger Agreement and Plan of Reorganization has been signed
by the parties set forth below as of the date set forth above.

**ROLFE ENTERPRISES, INC.**

By:	/S/ JOSEPH H. DOWLINGName:	Joseph H. DowlingTitle: 	President

**ROLFE MERGER SUBSIDIARY, INC.**

By: 	/S/ JOSEPH H. DOWLINGName:	Joseph H. DowlingTitle:	President

**MID-CONTINENTAL SECURITIES CORP.**

By: 	_____________________

Name:	_____________________

Title:	_____________________

BIDGIVE GROUP, LLC

By: 	/S/ MICHAEL JACOBSONName: Michael JacobsonTitle:	Manager

By: 	/S/ JIM WALKERName: 	Jim WalkerTitle:	Manager

---

**EXHIBIT A**

******FORM OF MERGER CERTIFICATE**

**********ARTICLES OF MERGER**

BIDGIVE GROUP, LLC

a Texas limited liability company

*and*

BGG ACQUISITION SUBSIDIARY, INC.

a Texas corporation



Pursuant to the provisions of Article 10.03 of the Texas Limited Liability Company Act,
as amended (the "TLLCA"), and Article 5.04 of the Texas Business Corporation Act, as
amended (the "TBCA"), BGG Acquisition Subsidiary, Inc., a Texas corporation ("**BGG**" or the
"**Surviving Corporation**"), and****BidGive Group, LLC, a Texas limited liability company
("**BidGive**"), adopt the following Articles of Merger for the purpose of merging BidGive with
and into BGG with BGG surviving the merger as the Surviving Corporation.

1.	A Merger Agreement and Plan of Reorganization (the "**Merger Agreement"**)
containing the terms and conditions of the merger of BidGive with and into BGG (the "**Merger"**)
was duly authorized, approved, adopted, certified, executed, and acknowledged by each party
thereto by all action required by the laws under which each such entity was formed, incorporated
or organized and its constituent documents. Pursuant to the Merger Agreement, the Surviving
Corporation will be responsible for the payment of all applicable filing fees and franchise taxes
of BidGive as required by law and will be obligated to pay such fees and franchise taxes if the
same are not timely paid.

2.	No amendments to the Articles of Incorporation of the Surviving Corporation are
desired to be effected by the Merger.

3.	An executed Merger Agreement is on file at the principal place of business of the
Surviving Corporation, located at 3229 Wentwood Drive, Suite 200, Dallas, Texas 75225, and a
copy of the Merger Agreement will be furnished by the Surviving Corporation, on written request
and without cost, to any member of BidGive.

4.	The approval of the shareholders of BGG is not required by Article 5.03 of the
TBCA.

---

**IN WITNESS WHEREOF**, the undersigned have caused these Articles of Merger to be
executed on _________, 2003.

|BIDGIVE GROUP, LLC            |  |  |                               | BGG Acquisition Subsidiary, Inc.
|----------------------------- |  |  | ----------------------------- | --------------------------------
|___________________________   |  |  | ___________________________  
|By: Michael Jacobson, Manager |  |  | By: ______________, President
|___________________________  
|By: Jim Walker, Manager      

******EXHIBIT B**

**********FORM OF BYLAWS**

********

**********BYLAWS**************

**********Of**

************

**********BGG ACQUISITION SUBSIDIARY, INC.**

************

**********A Texas Corporation**

**********BYLAWS**

**********of**

**********BGG ACQUISITION SUBSIDIARY, INC.**

**********A Texas Corporation**

**ARTICLE ONE: OFFICES**

**1.01.	Registered Office and Agent**.  The registered office and registered agent of BGG
Acquisition Subsidiary, Inc. (hereinafter referred to as the "Corporation") shall be as designated
from time to time by the appropriate filing by the Corporation in the office of the Secretary of
State of Texas.

**1.02.	Other Offices**.  The Corporation may also have offices at such other places, both
within and without the State of Texas, as the Board of Directors may from time to time determine
or the business of the Corporation may require.

************

**********ARTICLE TWO**

**********SHAREHOLDERS**

**2.01.	Annual Meetings**.  An annual meeting of the shareholders of the Corporation
shall be held during each calendar year on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting, and if a legal
holiday, then on the next business day following, at the time specified in the notice of the
meeting.  At such meeting, the shareholders shall elect directors and transact such other business
as may properly be brought before the meeting.

**2.02.	Special Meetings**.  A special meeting of the shareholders may be called at any
time by the President, the Board of Directors, or the holders of not less than 10% of all shares
entitled to vote at such meeting.  Only such business shall be transacted at a special meeting as
may be stated or indicated in the notice of such meeting.

**2.03.	Place of Meetings; Unanimous Written Consent**.  The annual meeting of
shareholders may be held at any place within or without the State of Texas as may be designated
by the Board of Directors.  Special meetings of shareholders may be held at any place within or
without the State of Texas as may be designated by the person or persons calling such special
meeting as provided in Section 2.02.  If no place for a meeting is designated, it shall be held at
the registered office of the Corporation.  A written instrument or instruments signed by the
shareholders of the Corporation holding the requisite number of shares necessary to approve a
particular action shall be sufficient to approve or ratify any business or action otherwise required
to be voted upon at, and may be executed in lieu of, an annual or special shareholders' meeting.

**2.04.	Notice**.  Written or printed notice stating the place, day, and hour of each meeting
of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than 10 days or more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the
person calling the meeting, to each shareholder of record entitled to vote at such meeting.

**2.05.	Voting List**.  At least 10 days before each meeting of shareholders, the Secretary
shall prepare a complete list of shareholders entitled to vote at such meeting, arranged in
alphabetical order, including the address of each shareholder and the number of voting shares
held by each shareholder.  For a period of 10 days prior to such meeting, such list shall be kept
on file at the registered office of the Corporation and shall be subject to inspection by any
shareholder during usual business hours.  Such list shall be produced at such meeting, and at all
times during such meeting shall be subject to inspection by any shareholder.  The original stock
transfer books shall be prima facie evidence as to who are the shareholders entitled to examine
such list or stock transfer books.

**2.06.	Voting of Shares**.  Treasury shares, shares of the Corporation's own stock owned
by another corporation the majority of the voting stock of which is owned or controlled by the
Corporation, and shares of the Corporation's own stock held by the Corporation in a fiduciary
capacity shall not be shares entitled to vote or to be counted in determining the total number of
outstanding shares of the Corporation.  Shares held by an administrator, executor, guardian, or
conservator may be voted by him or her, either in person or by proxy, without transfer of such
shares into his or her name so long as such shares form a part of the estate and are in the
possession of the estate being served by him or her.  Shares standing in the name of a trustee may
be voted by him or her, either in person or by proxy, only after the shares have been transferred
into his or her name as trustee.  Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by such receiver
without transfer of such shares into his or her name if authority to do so is contained in the court
order by which such receiver was appointed.  Shares standing in the name of another domestic or
foreign corporation of any type or kind may be voted by such officer, agent, or proxy as the
bylaws of such corporation may provide or, in the absence of such provision, as the board of
directors of such corporation may by resolution determine.  A shareholder whose shares are
pledged shall be entitled to vote such shares until they have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote such shares.

**2.07.	Quorum**.  The holders of a majority of the outstanding shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at any meeting of
shareholders, except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws.  If a quorum shall not be present or represented at any meeting of shareholders, a
majority of the shareholders entitled to vote at the meeting, who are present in person or
represented by proxy, may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.  At any
reconvening of an adjourned meeting at which a quorum shall be present or represented, any
business may be transacted that could have been transacted at the original meeting if a quorum
had been present or represented.

**2.08.	Majority Vote; Withdrawal of Quorum**.  If a quorum is present in person or
represented by proxy at any meeting, the vote of the holders of a majority of the outstanding
shares entitled to vote, present in person or represented by proxy, shall decide any question
brought before such meeting, unless the question is one on which, by express provision of law,
the Articles of Incorporation, or these Bylaws a different vote is required, in which event such
express provision shall govern and control the decision of such question.  The shareholders
present at a duly convened meeting may continue to transact business until adjournment,
notwithstanding any withdrawal of shareholders that may leave less than a quorum remaining.

**2.09.	Method of Voting; Proxies**.  Every holder of record of common stock of the
Corporation shall be entitled at every meeting of shareholders to one vote on each matter
submitted to a vote for every share of common stock standing in his name on the original stock
transfer books of the Corporation, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation.  Such stock transfer books
shall be prima facie evidence as to the identity of shareholders entitled to vote.  At any meeting
of shareholders, every shareholder having the right to vote may vote either in person or by a
proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.  Each
such proxy shall be filed with the Secretary of the Corporation before or at the time of the
meeting.  No proxy shall be valid after 11 months from the date of its execution, unless otherwise
provided in the proxy.  If no date is stated on a proxy, such proxy shall be presumed to have been
executed on the date of the meeting at which it is to be voted.  Each proxy shall be revocable
unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.

**2.10.	Closing of Transfer Books; Record Date**.  For the purpose of determining
shareholders entitled to notice of, or to vote at, any meeting of shareholders or any reconvening
thereof, or entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide that the stock
transfer books of the Corporation shall be closed for a stated period but not to exceed in any
event 60 days.  If the stock transfer books are closed for the purpose of determining shareholders
entitled to notice of, or to vote at, a meeting of shareholders, such books shall be closed for at
least 10 days immediately preceding such meeting.  In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 60 days and, in case of a meeting of
shareholders, not less than 10 days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If the stock transfer books are not closed and if no
record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a
meeting of shareholders or entitled to receive payment of a dividend, the date on which the notice
of the meeting is to be mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.

**2.11.	Presiding Officials at Meetings**.  The President shall preside at, and the
Secretary shall prepare minutes of, each meeting of shareholders, and in the absence of either
such officer, his other duties shall be performed by some person appointed at the meeting.

**ARTICLE THREE**

**DIRECTORS**

**3.01.	Management**.  The business and affairs of the Corporation shall be managed by
the Board of Directors, and subject to the restrictions imposed by law, the Articles of
Incorporation, or these Bylaws, the Board of Directors may exercise all the powers of the
Corporation.

**3.02.	Number; Election; Term; Qualification**.  The first Board of Directors shall
consist of the number of directors named in the Articles of Incorporation.  Thereafter, the number
of directors that shall constitute the entire Board of Directors shall be determined by resolution of
the Board of Directors at any meeting thereof or by the shareholders at any meeting thereof, but
shall never be less than one.  At each annual meeting of shareholders, directors shall be elected to
hold office until the next annual meeting of shareholders and until their successors are elected
and qualified.  No director need be a shareholder, a resident of the State of Texas, or a citizen of
the United States.

**3.03.	Removal**.  At any meeting of shareholders called expressly for that purpose, any
director or the entire Board of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote on the election of directors.

**3.04.	Change in Number**.  No decrease in the number of directors constituting the
entire Board of Directors shall have the effect of shortening the term of any incumbent director.
In the case of any increase in the number of directors, the directorships to be filled by such
increase may be filled by (a) the Board of Directors for a term of office continuing only until the
next election of one or more directors by the shareholders, provided, however, that the Board of
Directors may not fill more than two such directorships during the period between any two
successive annual meetings of shareholders; or (b) the shareholders at any annual or special
meeting of the shareholders.



**3.05.	Vacancies**.  Any vacancy occurring in the Board of Directors may be filled by (a)
the shareholders at any annual or special meeting of shareholders; or (b) the affirmative vote of a
majority of the remaining directors, regardless of whether such majority may constitute less than
a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected to serve
for the unexpired term of his predecessor in office.



**3.06.	Place of Meetings**.  The Board of Directors may hold its meetings and may have
an office and keep the books of the Corporation, except as otherwise provided by law, in such
place or places, including by telephonic or other electronic method of communication, within or
without the State of Texas as the Board of Directors may from time to time determine.



**3.07.	First Meeting**.  Each newly elected Board of Directors may hold its first meeting,
if a quorum is present, for the purpose of organization and the transaction of business
immediately after and at the same place as the annual meeting of shareholders, and no notice of
such meeting shall be necessary.



**3.08.	Regular Meetings**.  Regular meetings of the Board of Directors may be held
without notice at such times and places, including by telephonic or other electronic method of
communication, as may be designated from time to time by resolution of the Board of Directors
and communicated to all directors.  Regular meetings of the Board of Directors may be held
when and if needed, and no more than one regular meeting of the Board of Directors shall be
required in any calendar year.

**3.09.	Special Meetings**.  A special meeting of the Board of Directors shall be held
whenever called by any director at such time and place, including by telephonic or other
electronic method of communication, as such director shall designate in the notice of such
special meeting.  The director calling any special meeting shall cause notice of such special
meeting to be given to each director at least 24 hours before such special meeting.  Neither the
business to be transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in the notice or waiver of notice of any special meeting.

**3.10.	Quorum; Majority Vote**.  At all meetings of the Board of Directors, a majority
of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the
transaction of business.  If a quorum is not present at a meeting, a majority of the directors
present may adjourn the meeting from time to time, without notice other than an announcement
at the meeting, until a quorum is present.  The vote or written consent of a majority of the
directors either present at a meeting at which a quorum is in attendance, or obtained in lieu
thereof, shall be the act of the Board of Directors, unless the vote of a different number is
required by law, the Articles of Incorporation, or these Bylaws.



3.11.	Procedure; Minutes.  At meetings of the Board of Directors, business shall be
transacted in such order as the Board of Directors may determine from time to time.  The Board
of Directors shall appoint at each meeting a person to preside at the meeting and a person to act
as secretary of the meeting.  The secretary of the meeting shall prepare minutes of the meeting
that shall be delivered to the Secretary of the Corporation for placement in the minute books of
the Corporation.

**3.12.	Presumption of Assent**.  A director of the Corporation who is present at any
meeting of the Board of Directors at which action on any matter is taken shall be presumed to
have assented to the action unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof, or shall forward any dissent by certified or registered
mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such
right to dissent shall not apply to a director who voted in favor of such action.

**3.13.	Compensation**.  Directors, in their capacity as directors, may receive, by
resolution of the Board of Directors, a stated salary or a fixed sum and expenses of attendance, if
any, for attending meetings of the Board of Directors.  No director shall be precluded from
serving the Corporation in any other capacity or receiving compensation therefor.

**ARTICLE FOUR**

**GENERAL PROVISIONS RELATING TO MEETINGS**

**4.01.	Notice**.  Whenever by law, the Articles of Incorporation, or these Bylaws notice is
required to be given to any shareholder or director and no provision is made as to how such
notice shall be given, it shall be construed to mean that notice may be given either (i) in person;
(ii) in writing, by mail; (iii) except in the case of a shareholder, by telegram, telex, cable, telecopy
or facsimile transmission, or similar means; or (iv) by any other method permitted by law.  Any
notice required or permitted to be given hereunder (other than personal notice) shall be addressed
to such shareholder or director at his address as it appears on the books on the Corporation or, in
the case of a shareholder, on the stock transfer records of the Corporation or at such other place
as such shareholder or director is known to be at the time notice is mailed or transmitted.  Any
notice required or permitted to be given by mail shall be deemed to be delivered and given at the
time when such notice is deposited in the United States mail, postage prepaid.  Any notice
required or permitted to be given by telegram, telex, cable, telecopy or facsimile transmission, or
similar means shall be deemed to be delivered and given at the time transmitted.

**4.02.	Waiver of Notice**.  Whenever by law, the Articles of Incorporation, or these
Bylaws any notice is required to be given to any shareholder or director of the Corporation, a
waiver thereof in writing signed by the person or persons entitled to such notice, whether before
or after the time notice should have been given, shall be equivalent to the giving of such notice.
Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

**4.03.	Telephone and Similar Meetings**.  Shareholders or directors may participate in
and hold a meeting by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.  Participation in
such a meeting shall constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

**4.04.	Action Without Meeting**.  Any action that may be taken, or is required by law,
the Articles of Incorporation, or these Bylaws to be taken, at a meeting of shareholders or
directors may be taken without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by the shareholders holding not less than the minimum number of votes required
to approve such action, or all of the directors as the case may be, entitled to vote with respect to
the subject matter thereof, then such consent shall have the same force and effect as a vote of
such shareholders, or a unanimous vote of the directors, as the case may be, and may be stated as
such in any document filed with the Secretary of State of Texas or in any certificate or other
document delivered to any person.  The consent may be in one or more counterparts so long as
each shareholder, director, or committee member signs one of the counterparts.  The signed
consent shall be placed in the minute books of the Corporation.

**ARTICLE FIVE**

**OFFICERS AND OTHER AGENTS**



**5.01.	Number; Titles; Election; Term**.  The Corporation shall have a president, a
secretary, and such officers and agents as the Board of Directors may deem desirable.  The Board
of Directors shall elect a president and secretary at its first meeting at which a quorum shall be
present after the annual meeting of shareholders or whenever a vacancy exists.  The Board of
Directors then, or from time to time, may also elect or appoint one or more other officers or
agents as it shall deem advisable.  Each officer and agent shall hold office for the term for which
he is elected or appointed and until his successor has been elected or appointed and qualified.
Unless otherwise provided in the resolution of the Board of Directors electing or appointing an
officer or agent, his term of office shall extend to and expire at the meeting of the Board of
Directors following the next annual meeting of shareholders or, if earlier, at his death,
resignation, or removal.  Any two or more offices may be held by the same person.  No officer or
agent need be a shareholder, a director, a resident of the State of Texas, or a citizen of the United
States.

**5.02.	Removal**.  Any officer or agent elected or appointed by the Board of Directors
may be removed by a majority of the Board of Directors only if, in the judgment of a majority of
the Board of Directors, the best interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create contract rights.

**5.03.	Vacancies**.  Any vacancy occurring in any office of the Corporation may be filled
by the Board of Directors.

**5.04.	Authority**.  Officers shall have such authority and perform such duties in the
management of the corporation as are provided in these Bylaws or as may be determined by
resolution of the Board of Directors not inconsistent with these Bylaws.

**5.05.	Compensation**.  The compensation, if any, of officers shall be fixed, increased, or
decreased from time to time by the Board of Directors, provided, however, that the Board of
Directors may by resolution delegate to any one or more officers of the Corporation the authority
to fix such compensation.

**5.06.	President**.  The President shall be the chief executive officer of the Corporation
and, subject to the supervision of the Board of Directors, shall have general management of the
business and affairs of the Corporation in the ordinary course of its business with all such powers
with respect to such business and affairs as may be reasonable incident to such responsibilities,
including, but not limited to, the power to employ, discharge, or suspend employees and agents
of the Corporation, to fix the compensation of employees and agents, and to suspend, with or
without cause, any officer of the Corporation pending final action  by the Board of Directors with
respect to continued suspension, removal, or reinstatement of such officer.  The President shall
see that all orders and resolutions of the Board of Directors are carried into effect and shall
perform such other duties and have such other authority and powers as the Board of Directors
may from time to time prescribe.

**6.07.	Secretary**.  The Secretary shall maintain minutes of all meetings of the Board of
Directors and of the shareholders, or consents in lieu of such minutes, in the Corporation's
minute books, and shall cause notice of such meetings to be given when requested by any person
authorized to call such meetings.  The Secretary may sign with the President, in the name of the
Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto.  The
Secretary shall have charge of the certificate books, stock transfer books, and stock papers as the
Board of Directors may direct, all of which shall at all reasonable times be open to inspection by
any director at the office of the Corporation during business hours.  The Secretary shall perform
such other duties as may be prescribed from time to time by the Board of Directors or as may be
delegated from time to time by the President.

**ARTICLE SIX**

**CERTIFICATES AND SHAREHOLDERS**

**6.01.	Certificated and Uncertificated Shares**.  The shares of the Corporation may be
either certificated shares or uncertificated shares.  As used herein, the term "certificated shares"
means shares represented by instruments in bearer or registered form, and the term
"uncertificated shares" means shares not represented by such instruments and the transfers of
which are registered upon books maintained for that purpose by or on behalf of the Corporation.

**6.02.	Certificates for Certificated Shares**.  The certificates for certificated shares of
the stock of the Corporation shall be in such form as shall be approved by the Board of Directors
in conformity with law.  The certificates shall be consecutively numbered, shall be entered as
they are issued in the books of the Corporation or in the records of the Corporation's designated
transfer agent, if any, and shall state the shareholder's name, the number of shares, and such
other matters as may be required by law.  The certificates shall be signed by the President and the
Secretary and may be sealed with the seal of the Corporation or a facsimile thereof.  If any
certificate is countersigned by a transfer agent or registered by a registrar, either of which is other
than the Corporation itself or an employee of the Corporation, the signatures of the foregoing
officers may be a facsimile.

**6.03.	Issuance**.  Shares with or without par value may be issued for such consideration
and to such persons as the Board of Directors may from time to time determine, provided,
however, that except in the case of shares with par value, the consideration must be at least equal
to the par value of such shares.  Shares may not be issued until the full amount of the
consideration has been paid.

**6.04.	Consideration for Shares**.  The consideration for the issuance of shares shall
consist of any tangible or intangible benefit to the Corporation or other property of any kind or
nature, including cash, promissory notes, services performed, contracts for services to be
performed, other securities of the Corporation, or securities of any other corporation, domestic or
foreign, or other entity.  In the absence of fraud in the transaction, the judgment of the Board of
Directors as to the value of consideration received shall be conclusive.  When consideration,
fixed as provided by law, has been paid, the shares shall be deemed to have been issued and shall
be considered fully paid and nonassessable.  The consideration received for shares shall be
allocated by the Board of Directors, in accordance with law, between stated capital and capital
surplus accounts.



**6.05.	Lost, Stolen, or Destroyed Certificates**.  The Corporation shall issue a new
certificate in place of any certificate for shares previously issued if the registered owner of the
certificate satisfies the following requirements:



(a)	Claim.  The registered owner makes proof in affidavit form that a previously
issued certificate for shares has been lost, destroyed, or stolen;



(b)	Timely Request.  The registered owner requests the issuance of a new certificate
before the Corporation has notice that the certificate has been acquired by a purchaser for value
in good faith and without notice of an adverse claim;



(c)	Bond.  The registered owner gives a bond in such form, and with such surety or
sureties, with fixed or open penalty, as the Board of Directors may direct, in its discretion, to
indemnify the Corporation (and its transfer agent and registrar, if any) against any claim that may
be made on account of the alleged loss, destruction, or theft of the certificate; and



(d)	Other Requirements.  The registered owner satisfies any other reasonable
requirements imposed by the Board of Directors.  When a certificate has been lost, destroyed, or
stolen and the shareholder of record fails to notify the Corporation within a reasonable time after
he has notice of it, if the Corporation registers a transfer of the shares represented by the
certificate before receiving such notification, the shareholder of record is precluded from making
any claim against the Corporation for the transfer or for a new certificate.

6.06.	Transfer of Shares.  Shares of stock of the Corporation shall be transferable only
on the books of the Corporation by the shareholders thereof in person or by their duly authorized
attorneys or legal representatives.  With respect to certificated shares upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer,
the Corporation or its agent shall issue a new certificate to the person entitled thereto, cancel the
old certificate, and record the transaction upon its books.  With respect to uncertificated shares,
upon delivery to the Corporation of proper evidence of succession, assignment, or authority to
transfer, the Corporation or its agent shall record the transaction upon its books.

**6.07.	Registered Shareholders**.  The Corporation shall be entitled to treat the
shareholder of record as the shareholder in fact of any shares and, accordingly, shall not be bound
to recognize any equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have actual or other notice thereof, except as otherwise provided
by law.

**6.08.	Legends**.   If the Corporation is authorized to issue shares of more than one class,
each certificate representing shares issued by the Corporation (a) shall conspicuously set forth on
the face or back of the certificate a full statement of (i) all of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be issued; and (ii) if the
Corporation is authorized to issue shares of any preferred or special class in series, the variations
in the relative rights and preferences of the shares of each such series to the extent they have been
fixed and determined and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series; or (b) shall conspicuously state on the face or back of
the certificate that (i) such a statement is set forth in the Articles of Incorporation on file in the
office of the Secretary of State; and (ii) the Corporation will furnish a copy of such statements to
the record holder of the certificate without charge on written request to the Corporation at its
principal place of business or registered office.

If the Corporation has by its Articles of Incorporation limited or denied the preemptive
right of shareholders to acquire unissued or treasury shares of the Corporation, every certificate
representing shares issued by the Corporation (a) shall conspicuously set forth upon the face or
back of the certificate a full statement of the limitation or denial of preemptive rights contained
in the Articles of Incorporation; or (b) shall conspicuously state on the face or back of the
certificate (i) that there is on file in the office of the Secretary of State a full statement of the
limitation or denial of preemptive rights contained in the Articles of Incorporation; and (ii) that
the Corporation will furnish a copy of such statement to any shareholder without the charge upon
written request to the Corporation at its principal place of business or registered office.

If the Corporation issues any shares that are not registered under the Securities Act of
1933, the transfer of any such shares shall be restricted in accordance with an appropriate legend.

In the event any restriction on the transfer, or registration of the transfer, of shares shall
be imposed or agreed to by the Corporation, each certificate representing shares so restricted (a)
shall conspicuously set forth a full or summary statement of the restriction on the face of the
certificate; (b) shall set forth such statement on the back of the certificate and conspicuously refer
to the same on the face of the certificate; or (c) shall conspicuously state on the face or back of
the certificate that such a restriction exists pursuant to a specified document and (i) that the
Corporation will furnish to the record holder of the certificate without charge upon written
request to the Corporation at its principal place of business or registered office a copy of the
specified document; or (ii) if such document is one required or permitted by law to be and has
been filed, that such specified document is on file in the office of the Secretary of State and
contains a full statement of such restriction.

**ARTICLE SEVEN**

**MISCELLANEOUS PROVISIONS**

**7.01.	Dividends**.  Subject to the provisions of law and the Articles of Incorporation,
dividends may be declared by the Board of Directors at any meeting and may be paid in cash, in
property, or in shares of stock of the Corporation.  Such declaration and payment shall be at the
discretion of the Board of Directors.

**7.02.	Reserves**.  The Board of Directors may create out of funds of the Corporation
legally available therefor such reserve or reserves as the Board of Directors from time to time, in
its discretion, considers proper to provide for contingencies, to equalize dividends, or to repair or
maintain any property of the Corporation, or for such other purpose as the Board of Directors
shall consider beneficial to the Corporation.  The Board of Directors may modify or abolish any
such reserve.

**7.03.	Books and Records**.  The Corporation shall keep correct and complete books and
records of account, shall keep minutes of the proceedings of its shareholders and its Board of
Directors, and shall keep at its registered office or principal place of business, or at the office of
its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all
shareholder and the number and class of the shares held by each shareholder.

**7.04.	Fiscal Year**.  The fiscal year of the Corporation shall be fixed by the Board of
Directors, provided, however, that if such fiscal year is not fixed by the Board of Directors and
the Board of Directors does not defer its determination of the fiscal year, it shall be the calendar
year.

**7.05.	Seal.**  The seal, if any, of the Corporation shall be in such form as may be
approved from time to time by the Board of Directors.

**7.06.	Resignation**.  A director, officer, or agent may resign by so stating at any meeting
of the Board of Directors or by giving written notice to the Board of Directors, the President, or
the Secretary.  Such resignation shall take effect at the time specified therein, or immediately if
no time is specified.  Unless it specifies otherwise, a resignation is effective without being
accepted.

**7.07.	Securities of Other Corporations**.  The President of the Corporation shall have
the power and authority to transfer, endorse for transfer, vote, consent, or take any other action
with respect to any securities of another issuer that may be held or owned by the Corporation and
to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

**7.08.	Amendment**.  The power and authority to alter, amend, or repeal these Bylaws or
to adopt new bylaws is vested in the Board of Directors, subject to the power of the shareholders
to change or repeal any bylaws so made.

**7.09.	Invalid Provisions.**   If any part of these Bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall
remain and operative.

**7.10.	Headings**.  The headings used in these Bylaws are for convenience only and do
not constitute matter to be construed in the interpretation of these Bylaws.

---

SCHEDULE 2.08

UNTIMELY FILINGS

Rolfe Enterprises, Inc. 10-QSB for the Quarter Ended June 30, 2003

Rolfe Enterprises, Inc. 10-QSB for the Quarter Ended March 31, 2003

Rolfe Enterprises, Inc. 10-QSB for the Quarter Ended September 30, 2002

---

Schedule 4.08

Liabilities and Obligations of BidGive

None.

---

**31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934, as amended**

I, Joseph H. Dowling, certify that:

I have reviewed this quarterly report on Form 10-QSB of Rolfe Enterprises, Inc.

Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by
this report;

Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;

The company's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating
to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company's internal control over financial
reporting; and

The company's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the company's auditors and the audit
committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the company's internal control over financial reporting.

|Date:	November 10, 2003 | By:/S/ JOSEPH H. DOWLING

Joseph H. Dowling, President and a Director
|----------------------- | ---------------------------------------------------------------------

---



**31.1 	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange
Act of 1934, as amended**

I, Frank Pioppi, certify that:

I have reviewed this quarterly report on Form 10-QSB of Rolfe Enterprises, Inc.

Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by
this report;

Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the company as of, and for, the periods presented in this report;

The company's other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information relating
to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company's internal control over financial
reporting that occurred during the period covered by the annual report that has materially
affected, or is reasonably likely to materially affect, the company's internal control over financial
reporting; and

The company's other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the company's auditors and the audit
committee of the company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees
who have a significant role in the company's internal control over financial reporting.

|Date:	November 10, 2003 | By: /S/ FRANK PIOPPI

 Frank Pioppi, Secretary and a Director
|----------------------- | -------------------------------------------------------------

---

**32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002**

In connection with the Quarterly Report of Rolfe Enterprises, Inc. (the "Company") on
Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Joseph H. Dowling, President and a
Director of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained
in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.

By:/S/ JOSEPH H. DOWLING

 Joseph H. Dowling, President and a Director

Date: November 10, 2003****

---

**31.1**	**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002**

In connection with the Quarterly Report of Rolfe Enterprises, Inc. (the "Company") on
Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Frank Pioppi, Secretary and a
Director of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained
in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.

By: /S/ FRANK PIOPPI

 	Frank Pioppi, Secretary and a Director

Date: November 10, 2003