PROVIDENCE CAPITAL II, INC.

         THIS PRE-INCORPORATION CONSULTATION AND SUBSCRIPTION AGREEMENT

This Agreement (the "Agreement") is made and entered into this 24th day
of November, 1999, by and between Richard Nadeau, Jr., James R. Simmons,
Mark T. Thatcher, Jim Brennan, Doug Dyer, David Pequet, Mark Margason and
Chris Werner (hereinafter collectively referred to as the "parties").

     WHEREAS, the parties desire to form a corporation pursuant to
the laws of the State of Colorado, under the name of Providence Capital II,
Inc. (the "Company"), to engage, in the business of acting as a capital
market access vehicle by registering its securities with the U.S. Securities
and Exchange Commission under the Securities Exchange Act of 1934, and
thereafter seeking to acquire one or more existing businesses through merger
or acquisition; and

     WHEREAS, the parties desire to subscribe for the acquisition of
stock to be issued upon formation of the Company, and have mutually
agreed that the consideration for the issuance of such shares shall
be pre-incorporation services and assistance to the Company relating to its
formation, determination of an appropriate capital structure, and in developing
its business plan.

     NOW, THEREFORE, in consideration of the foregoing, and in consideration of
the mutual covenants and promises hereinafter set forth, it is agreed as
follows:

1.  Agreement to Form Corporation.  The undersigned parties hereby
agree to form a corporation pursuant to the laws of the State of Colorado,
under the name of PROVIDENCE CAPITAL II, INC. (the "Company"). The
corporation shall be formed for the purpose of acting as a capital market
access vehicle by registering its securities with the U.S. Securities and
Exchange Commission under the Securities Exchange Act of 1934, and
thereafter seeking to acquire one or more existing businesses through
merger or acquisition.

<PAGE>

2.  Preincorporation Services.  By execution of this Agreement, each of
the undersigned hereby agrees to provide such services as may be
necessary or appropriate prior to the incorporation of the Company, for
purposes of determining the feasibility of, and completing, the Company's
business plan, including, but not limited to, determining the Company's
capital needs, establishing an appropriate capital structure, investigating
the likelihood of finding a suitable merger or acquisition target, reviewing
applicable legal and regulatory restrictions imposed by the Securities and
Exchange Commission, the National Association of Securities Dealers,
and other governmental or regulatory organizations, and the like.

3.  Agreement to Serve as Incorporator.  By execution of this Agreement,
the parties hereby agree to serve as incorporator of the Company and
to provide services in conjunction with its incorporation and in
conjunction with the preparation of all necessary organizational
documents, including, but not limited to, articles of incorporation, bylaws,
subscription agreements, organizational meeting minutes, and the like.

4.  Agreement to Serve as Officers and Directors.  By execution of this
Agreement, the parties  hereby agree to serve as officers and directors
of the Company following its incorporation, and in that capacity,
to assume responsibility for implementation of the Company's business plan.

5.  Consideration.  As consideration for the services described herein,
upon formation of the Company, the undersigned shall cause the
Company to issue and deliver to each of the parties hereto, and each of
the parties hereto hereby agrees to accept the following as full
consideration for the services rendered:


<TABLE>
<CAPTION>

Name              Date of       Shares       Aggregate      Purchase
                  Sale                       Purchase       Price
                                             Price          per Share

<S>               <C>           <C>          <C>            <C>

Richard P. Nadeau 11-24-99      100,000      $380.00(1)     $0.0038

James R. Simmons  11-24-99      100,000      $380.00(1)     $0.0038

Mark T. Thatcher  11-24-99      100,000      $380.00(1)     $0.0038


<PAGE>

Jim Brennan       11-24-99      100,000      $380.00(1)     $0.0038

Doug Dyer         11-24-99      100,000      $380.00(1)     $0.0038

<FN>
<F1>Each unit consists of one share of Common Stock.
<F2>The agreed upon fair market value of the Units for purposes of this
Agreement is $0.0038 per Unit.  Accordingly, upon issuance such Units
shall be valued on the books of the Company at $0.0038 per Unit.

</FN>
</TABLE>

6.  Exemption from Registration.  The parties hereto intend and agree that
this Agreement shall serve as a written compensatory contract which,
upon formation of the Company, satisfies the requirements of Rule 701
adopted by the Securities and Exchange Commission under the Securities
Act of 1933, as amended.  Accordingly, it is the intent of the parties that
the exemption from registration provided by Rule 701 shall be applicable
to the issuance of the Units.

7.  Representations and Acknowledgments.  The parties hereto make the
following representations and acknowledgments:

(a)       Neither the Units, nor the underlying securities shall, upon
issuance, have been registered under the Securities Act of 1933, as
amended (the "Act"), or under any State Blue Sky or securities laws and
only the Company can register such securities under the Act or under
applicable State Blue Sky or securities laws.

(b)       Upon issuance, the Units and the underlying securities shall
constitute "restricted securities" as that term is defined in Rule 144 under
the Act.

(c)       Following issuance, neither the Units nor the underlying securities
may be sold or transferred for value without registration under the
Securities Act of 1933, as amended, or under applicable State blue sky or
securities laws, or in the absence of an opinion of counsel acceptable to
the Company that such registration is not required under such Act or
Acts, and it is not anticipated that the Company will, at any time, seek to
register the Units or the underlying securities under the Act or under any
applicable state blue sky or securities laws.

<PAGE>

(d)       Following its formation and the issuance of the Units, the
Company may, from time to time, make stop transfer notations in the
Company's records to assure compliance with the Act and any
applicable State blue sky or securities laws.

(e)       In accordance with the foregoing restrictions, the parties hereby
agree that a legend substantially to the effect of the following may be
placed upon all certificates representing the shares and the warrants
comprising the Units:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER
OTHER SECURITIES LAWS.  SUCH SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (i)
THEY SHALL HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES ACT, OR (ii) THE COMPANY SHALL HAVE BEEN
FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY
TO COUNSEL FOR THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER ANY OF SUCH ACTS."

(f)       The parties hereto are acquiring the Units upon issuance solely for
their own account and not on behalf of any other person.

(g)       The parties hereto are acquiring the Units upon issuance for
investment purposes and not with the present intent of reselling or
otherwise distributing the Units or the underlying securities.

(h)       By execution of this Agreement, the parties hereto agree to
execute and deliver to the Company, following its formation, any
document, or do any other act or thing, which the Company may
reasonably request in connection with the acquisition of the Units.

8.  Assignment.  None of the parties hereto, or their heirs, executors,
representatives or assigns shall sell, assign, create a security interest in,
pledge, or otherwise transfer or encumber the Units to be issued
hereunder, or the underlying securities, without the express prior written
consent of each of the other parties hereto.

9.  Colorado Law.  This Agreement shall be governed by, and construed
in accordance with the laws of the State of Colorado.

<PAGE>

10.  Binding Effect.  This Agreement shall inure to the benefit of, and be
binding upon the parties, and their respective heirs, executors,
representatives and permitted assigns.

11.  Entire Agreement.  This Agreement supersedes all agreements
previously made between the parties relating to its subject matter.  There
are no other understandings or agreements between the parties.

IN WITNESS WHEREOF, this Preincorporation Consultation and Subscription
Agreement Regarding PROVIDENCE CAPITAL II, INC., has been executed as of the day
and year first above written.


/s/Richard Nadeau, Jr.

/s/James R. Simmons

/s/Mark T. Thatcher

/s/Jim Brennan

/s/Doug Dyer




                           PROVIDENCE CAPITAL II, INC.


                             SUBSCRIPTION AGREEMENT

                           AND INVESTOR QUESTIONNAIRE

<PAGE>

                           PROVIDENCE CAPITAL II, INC.
                                 (THE "COMPANY")


INSTRUCTIONS TO SUBSCRIPTION AGREEMENT


This section must be completed by all Wisconsin, Rhode Island, Illinois and
Tennessee resident investors.


PLEASE FOLLOW DIRECTIONS BELOW.


     1.Complete pages 2, 7, 9 (if applicable), 10 and 13.   If you would like
a representative of the Company to contact you regarding any questions about
the Company call (423) 265-5062.


     2.Make sure to complete the signature page 7.


     3.Please make check payable in the amount of $___________, to PROVIDENCE
CAPITAL II, INC. (minimum investment: $0.0038/1,000 Shares).


<PAGE>

                              SUBSCRIPTION AGREEMENT


Providence Capital II, Inc.
735 Broad Street
Suite 800
Chattanooga, TN 37402

     Re:     Regulation D, Rule 506 Corporate Offering -
             734,000 Shares at $0.0038/Share of Company Common Stock

Gentlemen:


     1. Subscription. The undersigned hereby subscribes for and agrees to
purchase ___________________________ (       ) share(s) (the "Shares"), at a
price of $0.0038 per Share of common stock (the "Common Stock") of Providence
Capital II, Inc. (the "Company"), a Colorado corporation, for a total purchase
price of __________________ Dollars ($__________.00) (the "Purchase Price"),
in accordance with the terms and conditions of the offering (the "Offering")
made by the Company pursuant to the exemptions to registration afforded by
Rule 506 of the Securities Act of 1933 (the "Act") dated November 24, 1999,
(the "Disclosure Document"). This Subscription Agreement (the "Agreement") may
be rejected in whole or in part by the Company.


     2. Payment of Purchase Price. The undersigned hereby tenders his or her
personal or certified check or a bank cashier's or treasurer's check made
payable to the order of "Providence Capital II, Inc." for the full amount of
the Purchase Price, namely, $0.0038) for each Share purchased by the
undersigned (the "Purchase Price"), together with a fully completed and signed
Confidential Investor Questionnaire, a copy of which is attached hereto as
Exhibit A.  A stock certificate of the Company, representing the aggregate
number of shares of Common Stock of the Company that the undersigned is
purchasing (the "Shares"), will be delivered to the undersigned promptly after
the successful completion of the Offering.

     3. Acknowledgment of Receipt of Certain Documents and Instruments. The
undersigned hereby acknowledges his or her receipt of this subscription
agreement.  Also, the undersigned may request in writing to receive any one,
or all, of the exhibits set forth below for inspection:

<PAGE>

Exhibits   Description


(1.1)-     Articles of Incorporation of the Company, as amended;

(2.1)-     Bylaws of the Company;

(3.1)-     Specimen Form of the Company's Common Stock Certificate;

(4.1)-     Instruments Defining Rights of Security Holders/Minutes of
           Annual/Special Meetings of the Company;

(5.1)-     Opinion of Nadeau & Simmons, P.C.


     4. Representations and Warranties. The undersigned hereby represents and
warrants to the Company and its directors, officers and control persons, as
follows:

          (a) He or she is a citizen of the United States and is at least 21
years of age.

          (b) The residence of the undersigned set forth below is the true and
correct residence of the undersigned and he or she has no present intention of
becoming a resident or domiciliary of any other state, country or  jurisdiction.

          (c) He or she has received and read, and is familiar with, the
contents of the Disclosure Document and all of the Exhibits thereto that have
been requested for inspection (itemized in Section 4, above).

          (d) The shares of Common Stock of the Company for which the
undersigned hereby subscribes will be acquired by the undersigned for
investment only, for the undersigned's own account, and not with a view to,
for offer for sale or for sale in connection with, the distribution or
transfer thereof. The shares of Common Stock of the Company are not being
purchased for subdivision or fractionalization thereof; and the undersigned
has no contract, undertaking, agreement or arrangement with any person or
entity to sell, hypothecate, pledge, donate or otherwise transfer (with or
without consideration) to any such person or entity any shares of Common Stock
of the Company which the undersigned hereby subscribes, and the undersigned
has no present plans or intention to enter into any such contract, undertaking,
agreement or arrangement.

<PAGE>

          (e) The present financial condition of the undersigned is such that
he or she is under no present or contemplated future need to dispose of any
portion of the shares of Common Stock of the Company for which the undersigned
hereby subscribes to satisfy any existing or contemplated undertaking, need or
indebtedness.


     5. Acknowledgment of Certain Facts. The undersigned acknowledges his or
her awareness and understanding of the following:

          (a) This Agreement may be rejected in whole or in part by the
Company in its sole and absolute discretion.

          (b) The Company was organized in November, 1999.

          (c) The purchase of one or more Shares is a speculative investment
which involves a high degree of risk of loss by the undersigned of his or her
entire investment in the Shares.

          (d) Any "Risk Factors" set forth in a Disclosure Document.

          (e) No federal or state agency has made any finding or determination
as to the fairness for public investment, nor any recommendation or
endorsement, of the Shares.

          (f) Although there may not be restrictions on the transferability of
the shares of Common Stock of the Company; there may be no market for the
shares of Common Stock of the Company and, accordingly, it may not be possible
for the undersigned to liquidate readily, or at all, his or her investment in
the Company in case of an emergency or otherwise.

          (g) The shares of Common Stock of the Company have not been
registered under either the federal Securities Act of 1933 (the "Act") or
applicable state securities laws (the "State Acts").

          (h) The Company will file periodic reports with the Securities and
Exchange Commission ("SEC") pursuant to the provisions of the Securities
Exchange Act of 1934, as amended.

          (i) All instruments, documents, records and books pertaining to this
investment have been made available for inspection by the undersigned's
attorney and accountant and the undersigned, and that the books and records of
the Company will be available upon reasonable notice, for inspection by
investors during reasonable business hours at its principal place of business.
There is available to the undersigned, by contacting Mark T. Thatcher,
Secretary of the Company, the opportunity to ask questions and receive answers
concerning the terms and conditions of the Offering and to obtain any
additional information which the Company possesses or can obtain without
unreasonable effort or expenses that is necessary to verify the information
contained in the Disclosure Document.

<PAGE>

     6. Notices. Any notices or other communications required or permitted
hereby shall be given by registered or certified, U. S. first-class mail,
postage prepaid, return receipt requested, and if to the Company, at the
address at the beginning of this Agreement, and if to the undersigned, at the
address set forth below his or her signature hereto, or to such other
addresses as either the Company or the undersigned shall designate to the
other by notice in writing. All such notices and other communications shall be
deemed to be received when given, as aforesaid.


     7. Successors and Assigns. This Agreement shall be binding upon the
Company and shall inure to the benefit of the Company, its directors, officers
and control persons, and its respective successors, heirs, personal and legal
representatives, guardians and assigns. This Agreement shall be binding upon
and inure to the benefit of the undersigned and his or her heirs, personal and
legal representatives and guardians. Neither this Agreement nor any part of it
shall be assignable by the undersigned.


     8. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado, and to the
extent it involves any United States statute, in accordance with the laws of
the United States.


     IN WITNESS WHEREOF, the undersigned has executed, sealed and delivered
this Subscription Agreement this ______________ day of November , 1999.


SUBSCRIPTION

(a)     Minimum Subscription                              $  3.80
        (1,000 Shares @$0.0038/share)(1,000 Shares)

(b)     Maximum Subscription                              $380.00
        (100,000 Shares @$0.0038/share)(100,000 Shares)


(c)     Number of Shares                                  _______________


        TOTAL COMMITMENT                                  $______________


WITNESS:



(Signature of Subscriber)


STATE OF                 )
                         )     ss:
CITY/COUNTY OF           )

On __________________, 1999, before me, the undersigned, a Notary Public,
personally appeared __________________________, well known to me to be the
person(s) whose name(s) is/are subscribed to the foregoing instrument and
acknowledged that he/she/they executed the same.

     WITNESS my hand and official seal.


                                   Notary Public
                                   My Commission Expires:

<PAGE>

                                     EXHIBIT A

                             PROVIDENCE CAPITAL II, INC.

                        CONFIDENTIAL INVESTOR QUESTIONNAIRE

     The Shares offered for sale pursuant to the registration exemption
afforded by Rule 506 of the Act and accompanying Disclosure Document dated
November 24, 1999, of the common stock (the "Common Stock") of Providence
Capital I, Inc. (the "Company") a Colorado corporation, have not been
registered under the Securities Act of 1933 (the "Act"), or under the
securities laws of any state (the "State Acts"), and are being offered for
sale and sold in reliance upon exemptions from the registration requirements
of the Act and the State Acts. As a result, this Questionnaire must be
completed by each potential investor in order to assist the Company in
determining whether the offer for sale and sale of the Shares will qualify
under such exemptions.

     All information furnished is for the use of the Company and its
respective counsel and accountants. Such information will be held in
confidence by such persons, except that this Confidential Investor
Questionnaire may be furnished to such parties as the Company and its
respective counsel and accountants deem necessary or desirable to establish
compliance with federal or state securities laws.

<PAGE>

SPECIAL NOTE:

CORPORATIONS, PARTNERSHIPS, TRUSTS, AND OTHER ENTITIES

     Subscribers which are corporations, partnerships, trusts, or other
entities should have an authorized corporate officer, general partner,
trustee, or other authorized representative complete Section I of this
Confidential Investor Questionnaire, giving information concerning such
representative, and may optionally complete Section II of the Confidential
Investor Questionnaire giving information concerning the entity. In addition,
the following information should be provided with respect to the entity:


1.     Name of Subscriber (Entity):
       Address:
       City:      County:      State:
       Telephone:
       Form (i.e., corporation, partnership, trust, other entity):
       State in which organized:
       States in which business conducted:
       State in which business primarily conducted:


2. Is the Subscriber subscribing for that number of Shares having a total
purchase price of at least $150,000 and which does not exceed 20% of the
Subscriber's net worth?

               Yes               No


3. Was the Subscriber organized for the specific purpose of purchasing the
Shares?

               Yes               No



<PAGE>


SECTION I

(ALL SUBSCRIBERS, OR THEIR AUTHORIZED CORPORATE OFFICER, GENERAL PARTNER,
TRUSTEE OR OTHER AUTHORIZED REPRESENTATIVE, IF THE SUBSCRIBER IS A
CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY, MUST COMPLETE THIS
SECTION I, GIVING INFORMATION CONCERNING HIMSELF OR HERSELF.)

(Please Print. Attach Additional Pages Where Necessary to Answer Questions
Fully.)


1.     Name:                                 Telephone:


       Residence     Address:



       City:             County:            State:     Zip:


       Business Name:


       Business Address:


       City:         County:         Zip:       Telephone:


       Date of Birth:            Social Security Number:


       Communications should be sent to (check one):


       Business:               Residence Address:



<PAGE>


                                   SECTION II
                          "ACCREDITED INVESTOR" STATUS

(ONLY "ACCREDITED INVESTORS" MAY SUBSCRIBE TO THIS OFFERING AND MUST SATISFY
ONE OF THE CRITERIA SET FORTH BELOW.)

(a)  Accredited investor.

"Accredited investor" shall mean any person who comes within any of the
following categories, or who the issuer reasonably believes comes within any
of the following categories, at the time of the sale of the
securities to that  person:


(1)  Any bank as defined in section 3(a)(2) of the Act, or any savings and
loan association or other institution as defined in section 3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; any broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of
1934; any insurance company as defined in section 2(13) of the Act; any
investment company registered under the Investment Company Act of1940 or a
business development company as defined in section 2(a)(48) of that Act; any
Small Business Investment Company licensed by the U.S. Small Business
Administration under section 301(c) or (d) of the Small Business Investment
Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has total assets
in excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in section 3(21) of such act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made
solely by persons that are accredited investors;


(2)  Any private business development company as defined in section 202(a)(22)
of the Investment Advisers Act of 1940;

<PAGE>

(3)  Any organization described in section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with
total assets in excess of $5,000,000;


(4)  Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;


(5)  Any natural person whose individual net worth, or joint net worth with
that person's spouse, at the time of his purchase exceeds $1,000,000;


(6)  Any natural person who had an individual income in excess of $200,000 in
each of the two most recent years or joint income with that person's spouse in
excess of $300,000 in each of those years and has a reasonable expectation of
reaching the same income level in the current year;


(7)  Any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in §230.506(b)(2)(ii);
and


(8)  Any entity in which all of the equity owners are accredited  investors.

SUBSCRIBERS MAY BE REQUIRED TO SUBMIT ADDITIONAL INFORMATION TO THE COMPANY TO
ENABLE THE COMPANY TO DETERMINE THE SUBSCRIBER'S SUITABILITY UNDER APPLICABLE
FEDERAL OR STATE LAWS OR TO VERIFY THE INFORMATION PROVIDED.

The Subscriber acknowledges that the Company and its directors, officers, and
control persons are relying upon the representations and warranties concerning
the Subscriber set forth in this Confidential Investor Questionnaire. The
Subscriber affirms, represents, and warrants to the Company and its directors,
officers, and control persons that he/she has read this entire document and
that all information provided by such investor is true, correct, accurate, and
complete and may be relied upon for purposes of determining the availability
of an exemption from registration for the offer and sale of the Shares.



(Date)                              (Signature)


                                    (Printed or typed name)

November 24, 1999



CONFIDENTIAL

The Shareholders
Providence Capital I, II, III, IV, V,
VI, VII, VIII, IX and X, Inc.
c/o Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903

     Re:Investment Representation Letter

Ladies and Gentlemen:

In connection with the issuance of the outstanding capital stock of Providence
Capital I, II, III, IV, V, VI, VII, VIII, IX and X, Inc., Colorado development
stage corporations ( hereinafter collectively referred to as "PC"), and
pursuant to issuances of stock in reliance on the exemptions from registration
prescribed by Rule 701 and Rule 506 of Regulation D of the Securities Act of
1933 (the "Securities Act") made to you as individual(s) who are officers,
directors, members or affiliates of PC (the "Stockholders"), you, the
undersigned, hereby make the following certifications and representations with
respect to the Common Stock that is being issued to you (the "Shares").
The undersigned is either an "accredited investor," as that term is defined in
Regulation D of the Securities Act or prior to the issuance of Common Stock,
(i) has been given an opportunity by PC to ask questions and receive answers
concerning PC and to obtain any additional information from PC that is
necessary to make an informed decision regarding the receipt of shares, and
(ii) has been advised by PC of the limitations on resale.

By answering the questions listed below, the undersigned further represents
that he/she has the educational background and the business and financial
knowledge and experience necessary to evaluate the prospective interest in PC,
or may rely on a representative to evaluate the interest on his/her behalf:

Page 2
The Shareholders
November 24, 1999
_____________________


1.     Please describe your educational background, indicating degrees
obtained.




2.a)   Please state your present occupation, employer, primary business
address, and business phone number.


(b)    Please describe your occupational history briefly.  Specific employers
need not be identified.  What is sought is a description of your experience in
financial and business matters.




3.     Please indicate your prior experience in investing in new, speculative,
companies.




4.     Please indicate any other relevant investment experience.




5.     Please describe any pre-existing personal or business relationship
between you and PC or any of its officers or directors.




6.     If you have a background or experience in the business conducted by PC,
please describe.




Page 3
The Shareholders
November 24, 1999
_________________________

The undersigned represents and warrants that the undersigned is receiving the
Shares solely for the undersigned's account for investment and not with a view
to or for sale or distribution of the Shares or any part thereof.  The
undersigned also represents that the entire legal and beneficial interests of
the Shares the undersigned is receiving will be held for the undersigned's
account only.

The undersigned understands that the Shares have not been registered under the
Securities Act on the basis that no distribution or public offering of the
Shares is to be effected.  The undersigned realizes that the basis for the
exemption may not be present if, notwithstanding the undersigned's
representations, the undersigned has in mind merely receiving the Shares for a
fixed or determinable period in the future, or for a market rise, or for sale
if the market does not rise.  The undersigned has no such intention.

The undersigned recognizes that the Shares being received must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available.  The undersigned is aware
that the Shares may not be sold pursuant to Rule 144 adopted under the
Securities Act ("Rule 144") unless certain conditions are met including, among
other things, (1) the availability of certain current public information about
PC, (2) the passage of required holding periods under Rule 144 and (3)
compliance with limitations on the volume of shares which may be sold during
any three-month period. The undersigned acknowledges that the certificates
representing the Shares will be legended to reflect these restrictions.

The undersigned further agrees not to make any disposition of all or any part
of the Shares being received in any event unless and until:

1.The Shares are transferred pursuant to Rule 144; or

2.PC shall have received a letter secured by the undersigned from the
Securities and Exchange Commission stating that no action will be recommended
to the Commission with respect to the proposed disposition; or

3.There is then in effect a registration statement under the Securities Act
covering such proposed disposition and such disposition is made in accordance
with said registration statement; or


Page 4
The Shareholders
November 24, 2000
_________________________

4.(i) The undersigned shall have notified PC of the proposed disposition and
shall have furnished PC with a detailed statement of the circumstances
surrounding the proposed disposition and (ii) the undersigned shall have
furnished PC with an opinion of counsel for the undersigned to the effect that
such disposition will not require registration of such Shares under the
Securities Act.


                                   Signature


                                   _________________________________


                                   Print Name


                                   __________________________________