SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                  FORM 10-KSB/A


[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002.


                                       OR


[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE PERIOD


                         Commission file number 0-31451


                           CALIFORNIA CLEAN AIR, INC.
                 (Name of Small Business Issuer in Its Charter)

           Nevada                                                23-3048624
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

         10345 SW 69th Avenue, Tigard, OR                  97223
     (Address of principal executive offices)           (Zip Code)

                    Issuer's Telephone Number: (503) 803-0300

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
               Common Stock, $.0001 par value per share.
                           (Title of Class)


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

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this Form 10K-SB and such disclosure will not
be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part I or Part II of this
Form 10-KSB or any amendment to this Form 10-KSB.  X
                                                  ---

         The issuer's revenue for the 12 months ended December 31, 2002 was $0.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the issuer as of December 31, 2002, was $0.

         The number of shares of the issuer's Common Stock outstanding as of
December 31, 2002 was 5,000,000.

         Transitional Small Business Disclosure Format. Yes       No  X
                                                            ---      ---
                       DOCUMENTS INCORPORATED BY REFERENCE

<PAGE>
                                PART I
Forward-Looking Statements

     This Form 10-KSB annual report may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our expectations or beliefs,
including but not limited to, statements concerning our operations, economic
performance, financial condition, growth and acquisition strategies,
investments, and future operational plans. For this purpose, any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "will," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "might," or "continue" or the negative or other variations
thereof or comparable terminology are intended to identify forward-looking
statements. These statements by their nature involve substantial risks and
uncertainties, certain of which are beyond our control, and actual results may
differ materially depending on a variety of important facts, including but not
limited to those risk factors discussed herein below.

ITEM 1.  DESCRIPTION OF BUSINESS.

The Company

     The Company was originally called Breakthrough Technology Partners I, Inc.,
and was incorporated on June 2, 2000 in the State of Delaware, to engage in any
lawful corporate undertaking, including, but not limited to, selected mergers
and acquisitions.

     Effective December 20, 2002, the Company changed its state of incorporation
and legal domicile to the state of Nevada and simultaneously changed its name to
California Clean Air, Inc. The change of legal domicile and change of name
occurred pursuant to an Agreement and Plan of Merger dated December 18, 2002
between the Company and California Clean Air, Inc., a Nevada corporation
("Reincorporation Merger").

     As a result of the Reincorporation Merger, the authorized capital stock of
the Company was increased to 100,000,000 shares of common stock, par value
$0.001 and 20,000,000 shares of preferred stock, par value $0.001. As of
December 31, 2002, 5,000,000 shares of common stock are issued and outstanding.
No shares of preferred stock have been issued.

     Upon the effectiveness of the Reincorporation Merger on December 20, 2002,
Daniel M. Smith resigned as President, Corporate Secretary and a director of the
Company. Stephen D. Wilson became President, Corporate Secretary and the sole
director of the Company upon Mr. Smith's resignation.

     The Company files periodic reports with the Securities and Exchange
Commission, including quarterly reports on Form 10Q-SB and annual reports on
Form 10K-SB. The public may read and copy any materials the Company files with
the Securities and Exchange Commission at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the Commission. The address of
the website is www.sec.gov.

     The Company's principal executive office is currently located at 10345 SW
69th Avenue, Tigard, OR 97223. The telephone number is (503)803-0300. The
facsimile number is (503)537-0994.
<PAGE>
General Business Plan

     On November 21, 2002, the Company organized Smog Centers of California,
LLC, an Oregon limited liability company ("Smog Centers"), for the purpose of
pursuing the Company's principal business activity as further described herein.
The Company is the sole member at this time of Smog Centers and Stephen D.
Wilson, the President of the Company, is the limited liability company manager
of Smog Centers.

     Smog Centers will be in the business of acquiring, owning and operating
"test-only" vehicles emissions inspection facilities under the Smog Check II
program adopted by the State of California. The "test-only" facilities are
privately-owned and operated and are licensed by the State of California to
perform only tests on motor vehicles and are prohibited from performing any
automotive repairs. Smog Centers intends to acquire the testing facilities from
existing owner-operators.

     As a result of the federal 1990 Clean Air Act and studies conducted by the
federal Environmental Protection Agency, the state of California has been
required to conduct smog check inspections with increasingly stronger
requirements for the control of automotive pollution. To implement this policy,
California created the "Smog Check II" program. The program required that
passenger vehicles older than four years in certain "Enhanced Areas" to have a
smog test every two years. Under the program, "Enhanced Areas" are cities in the
state with the poorest air quality. Currently, it is estimated that 60%-70% of
the population of California reside in these "Enhanced Areas".

     The California Bureau of Automobiles has established certain "Test-Only"
centers which are smog check centers which cannot perform vehicle repairs. The
"Test-Only" centers are allowed to conduct emissions tests; but in the event a
vehicle fails the test, the centers are not allowed to make repairs. It was
determined that independent "test-only" facilities were more effective in
reducing pollution than those operated by repair shops. The "Test-Only" system
was meant to curb fraud, in the form of either needless repairs or bribes.

     In 2001, 15% of automobiles in "Enhanced Areas", which is over one million
vehicles, were required to have emissions tests performed at "Test-Only"
facilities. The California Bureau of Automobiles indicated that the percentage
of automobiles in these "Enhanced Areas" that will be required to be inspected
at "Test-Only" facilities will increase from 15% in 2001 to 36% by the end of
2002.

     In 2003, the San Francisco Bay Area was designated by the California
legislature as one of the "Enhanced Areas" which will result in a significant
increase in the number of vehicles required to be tested at "Test-Only" centers.
The new Bay Area testing requirements will take effect once the test centers
have been established with all necessary diagnostic equipment. California
officials expect that the process of installing the testing infrastructure could
take about one year to complete. It is estimated that up to 4.5 million vehicles
in the nine-county Bay Area will be covered by the new requirements. Under the
new legislation, owners of vehicles less than six model- years old, up from the
current four, will likely be exempted from the biennial smog test.

     The Company believes that there is an attractive business opportunity in
the ownership and operation of the "Tests-Only" smog control centers. The
Company will acquire the "Test- Only" facilities from existing owner-operators
who are interested in selling their respective sites. While the terms and
conditions of each acquisition will vary, the first site to be acquired is
likely to involve the following terms and conditions:

                  Purchase Price                      $175,000.00
                  Downpayment                          120,000.00

     The balance of $55,000 to be paid over a period of eight months with
interest on the unpaid balance to be negotiated. It is possible that the seller
will require that the unpaid balance be secured by certain collateral, such as
the facility and its other tangible assets.



     In most cases, the Company will be required to enter into a ground lease
with the owner of the real property upon which the facility sits. A typical
ground lease will be for a term of three to five years with payments ranging
from $700 to $1,500 per month. As with the acquisition of the facilities
themselves, the terms and conditions of the ground leases will vary with each
facility.

     At this time, the Company has not acquired any testing facility. It
continues to seek attractive sites for possible acquisition.

     The Company does not have any full or part-time employees at this time.
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently uses the offices of management at no cost
to the Company. Management has agreed to continue this arrangement until the
Company completes an acquisition or merger.

ITEM 3.  LEGAL PROCEEDINGS.

     There is no litigation pending or threatened by or against the Company.

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

     On November 26, 2002, the then current shareholders of the Company, Daniel
M. Smith and Joy E. Livingston, who hold all of the issued and outstanding
common stock of the Company, approved and authorized the Company to enter into
the Reincorporation Merger. The approval and authorization by the shareholders
was by consent action without a meeting pursuant to the Delaware Corporation
Law.

                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     There is currently no public market for the Company's securities. The
Company does not intend to trade its securities in the secondary market until
completion of a public offering of its common stock. It is anticipated that
following such occurrence the Company will cause its common stock to be listed
or admitted to quotation on the NASD OTC Bulletin Board or the NASD BBXchange.

     There are currently two (2) stockholders of the Company's outstanding
common stock.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                                     NUMBER OF
DATE             NAME                                 SHARES      CONSIDERATION
--------------   --------------------------------    ---------    -------------

June 2, 2000     DotCom Internet Ventures Ltd.(1)    5,000,000        $500


-----------------
     (1) When the Company was known as Breakthrough Technology Partners I, Inc.,
the shares were issued to DotCom Internet Ventures Ltd. were in return for
services provided to the Company by DotCom Internet Ventures Ltd., in lieu of
cash. The Company relied upon Section 4(2) of the Securities Act of 1933, as
amended and Rule 506 promulgated thereunder.
<PAGE>
     The Company has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on the
Common Stock in the foreseeable future. The Company intends to
retain any earnings which it may realize in the foreseeable future
to finance its operations. Future dividends, if any, will depend on
earnings, financing requirements and other factors.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         Management's discussion and analysis should be read in conjunction with
the financial statements and the notes thereto.

RESULTS OF OPERATIONS
---------------------
Year ended December 31, 2002 compared to the year ended December 31, 2001:
-------------------------------------------------------------------------

         Since  inception,  the Company has not  commenced  any formal  business
operations  and has had no  income.  All  activities  since  inception  has been
devoted toward identifying business opportunities.  All expenses since inception
consists of organizational and regulatory compliance costs. Since inception,  an
individual,  considered to be a related party,  has directly paid for all costs.
There  can be no  assurances  that  this  individual  will  continue  to pay for
operating  expenses in the future.  However,  this  individual has agreed not to
demand  repayment  of  amounts he has paid for until  cash is  available  from a
merger,   capital  stock  exchange,   asset   acquisition,   or  other  business
combination, or from operations.

Revenues:
--------

         The Company had no revenues  for the years ended  December  31, 2002 or
2001.

Operating expenses:
------------------

         Operating  expenses  for the year ended  December  31, 2002  aggregated
$23,110  which  represented  a  decreased  of $3,311  compared to the year ended
December 31, 2001.  Operating expenses for the years ended December 31, 2002 and
2001 consisted of  organizational  and regulatory  compliance  costs provided by
outside professionals.

FINANCIAL POSITION & LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------

         The Company had no assets as of December 31, 2002 or 2001.

         Liabilities  as of  December  31,  2002  consisted  of  payables  to an
individual,  considered to be a related  party,  which has directly paid for all
costs since inception and accrued state income taxes. Liabilities as of December
31, 2001 consisted only of payables to the related party.

ITEM 7.  FINANCIAL STATEMENTS.
<PAGE>
<TABLE>

<CAPTION>




                          INDEX TO FINANCIAL STATEMENTS                                         Page
                                                                                                ----

<S>                                                                                             <C>
Report of Independent Auditors................................................................  F-2

Consolidated Financial Statements:

         Balance Sheets.......................................................................  F-3

         Statement of Operations..............................................................  F-4

         Statement of Changes in Net Capital Deficiency.......................................  F-5

         Statements of Cash Flows.............................................................  F-6

         Notes to Financial Statements........................................................  F-7

         Balance Sheet for the Six Months Ended June 30, 2003 (unaudited).....................  F-12

         Statements of Operations for the Six Months Ended June 30, 2003 (unaudited)..........  F-13

         Statements of Cash Flows for the Six Months Ended June 30, 2003 (unaudited)..........  F-14

         Notes to the Financial Statements for the Six Months Ended June 30, 2003 (unaudited).  F-15
</TABLE>



























                                       F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Stockholders
California Clean Air, Inc.
 (formerly Breakthrough Technology Partners I, Inc.)
(A Development Stage Enterprise)


We have audited the  consolidated  balance sheets of California  Clean Air, Inc.
(formerly  Breakthrough  Technology  Partners  I,  Inc.)  (a  development  state
enterprise) as of December 31, 2002, and the related consolidated  statements of
operations, changes in net capital deficiency, and cash flows for the years then
ended and for the cumulative activity during development stage from June 2, 2000
(inception) through December 31, 2002. These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted  our audits in accordance  with U.S.  generally  accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of California Clean
Air, Inc.  (formerly  Breakthrough  Technology  Partners I, Inc.) (a development
stage  enterprise)  as of  December  31,  2002 and 2001 and the  results  of its
operations  and its cash flows for the years  then ended and for the  cumulative
activity during development stage June 2, 2000 (inception)  through December 31,
2002 in accordance with U.S. generally accepted accounting principles.





March 25, 2003, except with respect to Note 6
as to which the date is June 16, 2003
Portland, OR













                                      F-2
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                           December 31
                                                                     ----------------------
                                                                       2002         2001
                                         ASSETS                      ---------    ---------
                                         ------
<S>                                                                 <C>          <C>
Current assets                                                      $        -   $        -
                                                                     ---------    ---------
     Total current assets                                                    -            -

Other assets                                                                 -            -
                                                                     ---------    ---------

                                                                    $        -   $        -
                                                                     =========    =========

                         LIABILITIES AND NET CAPITAL DEFICIENCY

Current liabilities -
   Accrued state taxes payable                                      $       20   $        -
                                                                     ---------    ---------
     Total current liabilities                                              20            -

Payable to related party                                                49,531       26,421

Stockholders' equity:
   Preferred stock; $.001 par value; authorized 20,000,000 shares            -            -
   Common stock; $.001 par value; authorized 100,000,000 shares;
    issued and outstanding 5,000,000 shares                              5,000        5,000
   Deficit accumulated during development stage                        (54,551)     (31,421)
                                                                     ---------    ---------
     Net capital deficiency                                            (49,551)     (26,421)
                                                                     ---------    ---------

                                                                    $        -   $        -
                                                                     =========    =========
</TABLE>












                             See accompanying notes.

                                       F-3
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                      activity during
                                                                                        development
                                                                                           stage
                                                                                       June 2, 2000
                                                                                        (inception)
                                                      Years ended December 31             through
                                                 ---------------------------------     December 31,
                                                      2002              2001               2002
                                                 ---------------  ----------------  -----------------
<S>                                               <C>              <C>                  <C>
Operating expenses                                $    23,110      $    26,421          $   50,031
                                                 ---------------  ----------------  -----------------

Net loss from operations                              (23,110)         (26,421)            (50,031)

Provision for income taxes - State of Oregon               20                -                  20
                                                 ---------------  ----------------  -----------------

Net loss                                          $   (23,130)     $   (26,421)         $  (50,051)
                                                 ===============  ================  =================


Net loss per common share                         $    (.0046)     $    (.0053)         $   (.0100)
                                                 ===============  ================  =================
</TABLE>






















                             See accompanying notes.

                                       F-4
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

          Consolidated Statements of Changes in Net Capital Deficiency

               June 2, 2000 (inception) through December 31, 2002

<TABLE>
<CAPTION>
                                                                                   Deficit
                                                                                 accumulated
                              Preferred stock             Common stock             during
                         ------------------------  -------------------------     development       Net capital
                           shares       amount         shares       amount          stage          deficiency
                         -----------  -----------  ------------  -----------  ----------------  ---------------
<S>                      <C>            <C>           <C>         <C>             <C>             <C>
Shares issued in
  exchange for
  services                       -      $     -       5,000,000   $    500        $        -      $      500
Effect of change in
  par value of capital
  stock                          -            -               -      4,500            (4,500)              -
Net loss for the
  period from
  June 2, 2000
  (inception)
  through
  December 31,
  2000                           -            -               -          -              (500)           (500)
                         -----------  -----------  ------------  -----------  ----------------  ---------------

Balance at
  December 31,
  2000                           -            -       5,000,000      5,000            (5,000)              -

Net loss                         -            -               -          -           (26,421)        (26,421)
                         -----------  -----------  ------------  -----------  ----------------  ---------------

Balance at
  December 31,
  2001                           -            -       5,000,000      5,000           (31,421)        (26,421)

Net loss                         -            -               -          -           (23,130)        (23,130)
                         -----------  -----------  ------------  -----------  ----------------  ---------------

Balance at
  December 31,
  2002                           -      $     -       5,000,000   $  5,000        $  (54,551)     $  (49,551)
                         ===========  ===========  ============  ===========  ================  ===============
</TABLE>






                             See accompanying notes.

                                       F-5
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                        Cumulative
                                                                                      activity during
                                                                                        development
                                                                                           stage
                                                                                        June 2, 2000
                                                                                        (inception)
                                                        Years ended December 31           through
                                                   ---------------------------------    December 31,
                                                        2002              2001              2002
                                                   ---------------  ----------------  ---------------
<S>                                                 <C>              <C>                <C>
Cash flows from operating activities:
   Net loss                                         $   (23,130)     $   (26,421)       $   (50,051)
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
     Shares issued in exchange for services                   -                -                500
     Increase in accrued state income taxes                  20                -                 20
                                                     ----------       ----------         ----------
                                                        (23,110)         (26,421)           (49,531)
Cash flows from financing activities -
   Expenses paid by related party on behalf
    of Company                                           23,110           26,421             49,531
                                                     ----------       ----------         ----------

Net change in cash                                  $         -      $         -        $         -
                                                     ==========       ==========         ==========


Supplemental schedule of noncash
 financing activities - common stock issued
 in exchange for services                           $         -      $         -        $       500
                                                     ==========       ==========         ==========
</TABLE>
















                             See accompanying notes.

                                       F-6
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002

1.       Summary of significant accounting policies
         ------------------------------------------

         COMPANY:  California  Clean Air, Inc. (the  "Company")  was  originally
         incorporated  in the  State  of  Delaware  as  Breakthrough  Technology
         Partners  I, Inc.  on June 2,  2000 to serve as a  vehicle  to affect a
         merger, exchange capital stock, participate in an asset acquisition, or
         any other  business  combination  with a domestic  or  foreign  private
         business.

         Effective   December  20,  2002,  the  Company  changed  its  state  of
         incorporation   and  legal   domicile   to  the  State  of  Nevada  and
         simultaneously  changed  its name to  California  Clean Air,  Inc.  The
         change of legal  domicile  and change of name  occurred  pursuant to an
         Agreement  and Plan of Merger  dated  December  18,  2002  between  the
         Company and California Clean Air, Inc., a Nevada corporation.

         BASIS OF  CONSOLIDATION:  On November 21, 2002,  the Company  organized
         Smog Centers of  California,  LLC ("Smog  Centers"),  an Oregon limited
         liability company. California Clean Air, Inc. is the sole owner of Smog
         Centers.  Smog  Centers  was  organized  to  acquire,  own and  operate
         test-only  vehicles  emissions  inspection  facilities  in the State of
         California under their Smog Check II program.

         The  consolidated   financial   statements   include  the  accounts  of
         California Clean Air, Inc. and Smog Centers. All intercompany  accounts
         and transactions have been eliminated.

         DEVELOPMENT  STAGE  ENTERPRISE:  Since  inception,  the Company has not
         commenced any formal business operations.  The Company is considered to
         be in the  development  stage and therefore has adopted the  accounting
         and reporting standards of Statement of Financial  Accounting Standards
         No. 7, "Accounting and Reporting by Development Stage Enterprises".

         CASH EQUIVALENTS:  For purposes of the consolidated  statements of cash
         flows, cash equivalents include all highly liquid investments purchased
         with original maturities of three months or less.

         INCOME TAXES: Income taxes are provided on the liability method whereby
         deferred tax assets and liabilities are recognized for the expected tax
         consequences  of  temporary  differences  between  the  tax  bases  and
         reported  amounts of assets and  liabilities.  Deferred  tax assets and
         liabilities  are computed  using enacted tax rates expected to apply to
         taxable income in the years in which temporary differences are expected
         to be  recovered  or  settled.  The effect on  deferred  tax assets and
         liabilities  from a change in tax rates is  recognized in income in the
         period that includes the





                                       F-7
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002

1.       Summary of significant accounting policies (continued)
         ------------------------------------------------------

         INCOME  TAXES  (CONTINUED):  enactment  date.  The  Company  provides a
         valuation  allowance  for  certain  deferred  tax  assets if it is more
         likely  than not that the Company  will not realize tax assets  through
         future operations.

         REPORTING CONSOLIDATED COMPREHENSIVE INCOME (LOSS): The Company reports
         and  displays   consolidated   comprehensive   income  (loss)  and  its
         components as separate amounts in the consolidated financial statements
         with the same  prominence as other financial  statements.  Consolidated
         comprehensive  income (loss)  includes all changes in equity during the
         year that  results  from  recognized  transactions  and other  economic
         events other than transactions with owners. There were no components of
         consolidated  comprehensive  income  to  report  for  the  years  ended
         December 31, 2002 and 2001.

         NET LOSS PER SHARE: Net loss per share is computed by dividing net loss
         by the weighted average number of shares outstanding during the period.
         The weighted average number of shares outstanding was 5,000,000 for the
         years ended December 31, 2002 and 2001 and for the cumulative  activity
         during development stage June 2, 2000 (inception)  through December 31,
         2002.

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

2.       Transactions with related parties
         ---------------------------------

         The  Company's   operating   expenses   since   inception,   consisting
         principally  of  professional   services,  has  been  paid  for  by  an
         individual   considered  to  be  a  related  party.  The  advances  are
         non-interest  bearing and due on demand;  however,  this individual has
         agreed not to demand  repayment  until cash is available from a merger,
         capital  stock   exchange,   asset   acquisition,   or  other  business
         combination, or from operations.

3.       Recapitalization
         ----------------

         Effective  December  20,  2002,  the  authorized  capital  stock of the
         Company was  increased  to  20,000,000  shares of  preferred  stock and
         100,000,000  shares of common  stock and  changed the par value of each
         class of capital  stock from  $.0001 per share to $.001 per share.  All
         share  amounts  have been  restated  in the  accompanying  consolidated
         financial statements.

                                       F-8
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002

4.       Preferred stock
         ---------------

         The  Company's  preferred  stock may be voting or have other rights and
         preferences as determined from time to time by the Board of Directors.

5.       Income taxes
         ------------

<TABLE>
<CAPTION>
         Deferred income taxes consisted of the following at December 31:
                                                                              2002        2001
                                                                           ---------    ---------
<S>                                                                       <C>           <C>
         Deferred tax asset - business start-up and organizational
          expenditures                                                    $   10,800    $  5,520

         Valuation allowance                                                 (10,800)     (5,520)
                                                                           ---------    ---------

            Net deferred income taxes                                     $        -    $      -
                                                                           =========    =========
</TABLE>
         Reconciliation  of income taxes computed at the Federal  statutory rate
         of 34% to the provision for income taxes is as follows:
<TABLE>
<CAPTION>

                                                                                                  Cumulative
                                                                                                activity during
                                                                                                  development
                                                                                                     stage
                                                                                                 June 2, 2000
                                                                                                  (inception)
                                                                Years ended December 31             through
                                                           ---------------------------------     December 31,
                                                                2002              2001               2002
                                                           ---------------  ----------------  -----------------
<S>                                                          <C>               <C>              <C>
         Tax at statutory rates                              $  (7,857)        $ (8,983)        $  (17,017)
         Differences resulting from:
            Progressive tax rates                                4,390            5,020              9,512
            State taxes net of federal tax benefit              (1,793)          (1,482)            (3,275)
            Change in deferred tax valuation allowance           5,280            5,445             10,800
                                                           ---------------  ----------------  -----------------

            Provision for income taxes                       $      20         $      -          $      20
                                                           ===============  ================  =================
</TABLE>


                                      F-9
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002

6.       Subsequent events
         -----------------

         BUSINESS  COMBINATION:  On June 16, 2003,  Smog Centers  entered into a
         Letter of Intent to acquire all of the assets used in a privately  held
         business operating a test-only vehicles emissions  inspection  facility
         in the State of  California  under  their  Smog Check II  program.  The
         business combination will be accounted for as a purchase.

         Under the Letter of  Intent,  Smog  Centers  paid  $60,000  for the net
         assets of the business.  The entire purchase price will be allocated to
         inspection equipment.

         The acquisition can be summarized as follows:
            Assets acquired                                         $   60,000
            Fair value of consideration tendered                        60,000
                                                                     ---------
           Goodwill acquired in acquisition                         $        -
                                                                     =========

         The  following  pro  forma  summary  presents  consolidated   financial
         position and results of operations as if acquisition  had been acquired
         as of the beginning of the Company's 2002 and 2001 fiscal years:

                                                           December 31
                                               ---------------------------------
                                                    2002               2001
                                               ----------------  ---------------
           Current assets                         $   9,832        $        -
           Tangible net assets                       36,000            48,000
           Total assets                              45,832            48,000
           Current liabilities                            -                 -
           Total liabilities                              -            16,560
           Total stockholders' equity                45,832            31,440

                                                     Years ended December 31
                                               ---------------------------------
                                                     2002              2001
                                               ----------------  ---------------
           Net sales                              $  74,115        $   99,045
           Cost of goods sold                        13,588            18,159
           Operating expenses                        46,135            49,446
           Net income                                14,392            31,440
           Earnings per common share                   .003              .006

         The above  amounts are based upon certain  assumptions  and  estimates,
         which the Company  believes  are  reasonable.  The pro forma  financial
         position and results of  operations  do not purport to be indicative of
         the results which would have been obtained had the business combination
         occurred as of January 1, 2001 or which may be obtained in the future.

                                      F-10
<PAGE>
                           CALIFORNIA CLEAN AIR, INC.
               (formerly Breakthrough Technology Partners I, Inc.)
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements
                                December 31, 2002



6.       Subsequent events (continued)
         -----------------------------

         STOCKHOLDERS EQUITY: On May 29, 2003,  shareholders who owned 4,000,000
         shares of the  Company's  common stock agreed to exchange  their shares
         for 4,000,000  shares of the Company's  Series A Convertible  Preferred
         Stock.











































                                      F-11

<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                              PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
         ACT.

     The Company currently has one Director and Officer as
follows:

 Name                    Age         Positions and Offices Held
 ----                    ---         --------------------------
 Stephen D. Wilson       27          President, Chief Executive Officer,
                                     Corporate Secretary and Director


     Stephen D. Wilson has been President, Corporate Secretary and sole director
of the Company since Decemeber 20, 2002.

     From 1995-1997, Mr. Wilson was an Account Manager in the Portland, Oregon
office for Coca-Cola Enterprises. Since 1997, Mr. Wilson has owned and operated
a general construction company in the Portland, Oregon metropolitan area
specializing in up-scale custom homes. Mr. Wilson is also the President, Chief
Executive Officer and a director of Tessa Complete Health Care, Inc.

     Section 16(a) Beneficial Ownership Reporting Compliance

     Stephen D. Wilson was delinquent in filing Form 3, Initial Statement of
Beneficial Ownership of Securities. Form 3 should have been filed no later than
December 30, 2002. Mr. Wilson filed on February 11, 2003. Mr. Wilson does not
hold any securities of the Company.

Indemnification of Directors and Officers

     The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Delaware, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

     INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST
PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE
UNENFORCEABLE.

ITEM 10.  EXECUTIVE COMPENSATION.

     No employment compensation is paid or anticipated to be paid by the
Company. The Company has no understandings or agreements, preliminary or
otherwise, in regard to executive compensation. Its sole director and officer,
Stephen D. Wilson, does not receive any compensation for his duties at this
time.

     The Company has no employment agreements with any persons. No retirement,
pension, profit sharing, stock option or insurance programs or other similar
programs have been adopted by the Company for the benefit of any employees.
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.


Name and Address                   Amount of Beneficial          Percentage
of Beneficial Owner                     Ownership                 of Class
-------------------                --------------------          ----------
Jennifer L. Smith                       2,500,000                    50%
32005 Wilsonville Rd.
Newberg, OR 97132

Joy E. Livingston                       2,500,000                    50%
PMB-109  PO Box 439060
San Diego, CA 92143

Stephen D. Wilson                           0                         0%
10345 SW 69th Ave.
Tigard, OR 97223

All Executive Officers and
Directors as a Group (1 Person)             0                         0%
-----------------

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Board of Directors has passed a resolution which contains a policy that
the Company will not seek an acquisition or merger with any entity in which the
Company's officer, director or holder or their affiliates or associates serve as
officer or director or hold more than a 10% ownership interest. Management is
not aware of any circumstances under which this policy may be changed.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits.

     *   (2.0) Stock Purchase Agreement dated March 19, 2001 between Daniel M.
               Smith; Joy Livingston; Breakthrough Technology Partners I, Inc.;
               and DotCom Internet Ventures Ltd.

         (2.1) Agreement and Plan of Merger dated December 18, 2002 between
               Breakthrough Technology Partners I, Ltd. and California Clean
               Air, Inc.

     *   (3.1) Certificate of Incorporation of Breakthrough Technology Partners
               I, Inc.

         (3.2) Certificate of Incorporation of California Clean Air, Inc.

         (3.3) Amended and Restated Bylaws.

         (3.4) Articles of Organization of Smog Centers of California, LLC.

         (3.5) Operating Agreement of Smog Centers of California, LLC dated
               January 9, 2003.

         (4.0) Specimen Stock Certificates.


     * Incorporated herein by reference.

     (b) Reports on Form 8-K.

     On August 13, 2001, the Company filed a Current Report on Form 8-K in
connection with the certification of financial statements by Daniel M. Smith as
required under Section 906 of the Sarbanes-Oxley Act of 2002.

     On January 7, 2003, the Company filed a Current Report on Form 8-K in
connection with the Reincorporation Merger; the resignation of Daniel M. Smith
as President, Corporate Secretary and Director and the appointment of Stephen D.
Wilson to those positions.
<PAGE>


                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                            CALIFORNIA CLEAN AIR, INC.

                            By: /s/ STEPHEN D. WILSON
                            -----------------------------------
                            Stephen D. Wilson
                            President and Secretary

                            Date: October 28, 2003


     In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:

Signature                   Title                           Date
---------                   -----                           ----

/s/ STEPHEN D. WILSON       President; Chief Executive      October 28, 2003
--------------------------  Officer; Secretary; Director
Stephen D. Wilson

/s/ WILLIAM LEONARD         Director                        October 28, 2003
--------------------------
William Leonard

/s/ DEWITT H. MONGOMERY     Director                        October 28, 2003
--------------------------
Dewitt H. Montgomery

/s/ MICHAEL G. CONNER       Director                        October 28, 2003
--------------------------
Michael G. Conner





























<PAGE>
                            FORM 10K-SB CERTIFICATION

         I, Stephen D. Wilson, certify that:

         1. I have  reviewed  this annual  report on Form  10K-SB of  California
         Clean Air, Inc;

         2. Based on my  knowledge,  this  annual  report  does not  contain any
         untrue  statement  of  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 annual report;

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

         4. The registrant's other certifying officers and I are responsible for
         establishing  and maintaining  disclosure  controls and procedures ( as
         defined in Exchange  Act Rules 13a- 14 and  15d-14) for the  registrant
         and have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date); and

         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
         based on our most recent evaluation,  to the registrant's  auditors and
         the audit committee of the registrant's  board of directors ( or person
         performing the equivalent functions):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  date  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and




<PAGE>
         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
         this  annual  report  whether or not there are  significant  changes in
         internal  controls or other  factors  that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

         Date: March 28, 2003
                                    /s/ STEPHEN D. WILSON
                                    Title: President and Chief Executive Officer













































<PAGE>
                 STATEMENT OF CHIEF EXECUTIVE OFFICER REGARDING
            FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, Stephen D. Wilson state and certify as follows:

         The financial statements filed with the report on Form 10-KSB for the
period ended December 31, 2002 fully comply with the requirements of Sections
13(a) and 15(d) of the Securities Exchange Act of 1934 and that the information
contained in said periodic report fairly presents, in all material respects, the
financial condition and results of operations of California Clean Air, Inc.

         This Statement is submitted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



                                                        /s/ STEPHEN D. WILSON












































<PAGE>
EXHIBIT 3.2
                            ARTICLES OF INCORPORATION
                                       OF
                           CALIFORNIA CLEAN AIR, INC.

                                        I

         The name of the corporation is CALIFORNIA CLEAN AIR, INC.

                                       II

         The name of the registered agent and registered office is:

                                Robert D. McNeely
                             310 West Telegraph St.
                            Carson City, Nevada 89703

                                       III

         The purpose of the corporation shall be to engage in any lawful
activity and any activities necessary, convenient or desirable to accomplish
such purposes, not forbidden by law or these articles of incorporation.
                                       IV

         The total authorized capital of the corporation shall be 120,000,000
shares consisting of 100,000,000 shares of common stock, par value $0.001 per
share and 20,000,000 shares of preferred stock, par value $0.001 per share. The
board of directors shall have the authority, without any further approval of the
shareholders, to establish the relative rights, preferences and limitations of
any class of common or preferred stock. The consideration for the issuance of
any shares of capital stock may be paid, in whole or in part, in money, services
or other thing of value. The judgment of the directors as to the value of the
consideration for the shares shall be conclusive. When the payment of the
consideration for the shares has been received by the corporation, such shares
shall be deemed fully paid and nonassessable.

                                        V

         The initial board of directors shall consist of one (1) member whose
name and address are as follows:

                                Stephen D. Wilson
                               10345 SW 69th Ave.
                                Tigard, OR 97223


                                       VI

         The incorporator of the corporation is:

                               Robert C. Laskowski
                            520 SW Yamhill, Suite 600
                             Portland, OR 97204-1329

                                       VII

         The corporation shall indemnify to the fullest extent not prohibited by
law any person who was or is a party or is threatened to be made a party to any
legal proceeding against all expenses (including attorney's fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by the
person in connection with such proceeding.


         IN WITNESS WHEREOF, I have executed these Articles of Incorporation
this 4th day of December, 2002.


                                               /s/ ROBERT C. LASKOWSKI
                                               ---------------------------------
                                               Robert C. Laskowski, Incorporator

         STATE OF OREGON                             }
                                                     } ss.
         COUNTY OF MULTNOMAH                         }

         On the 4th day of December, 2002, personally appeared before me, a
         notary public of the State of Oregon, Robert C. Laskowski, known to me
         to be the person who executed the foregoing Articles of Incorporation,
         who acknowledged that he executed the same freely and voluntarily.

                                               /s/ MELANIE S. WISNIEWSKI
                                               ---------------------------------
                                               Notary Public


                  ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT

         I, Robert D. McNeely, hereby accept appointment as Resident Agent for
the above named corporation.

         Dated: December 5, 2002.             /s/ ROBERT D. MCNEELY


<PAGE>
EXHIBIT 3.3
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                           CALIFORNIA CLEAN AIR, INC.

                                    ARTICLE I
                        SHAREHOLDERS: MEETING AND VOTING

1.1      PLACE OF MEETINGS.

         Meetings of the shareholders shall be held at the corporation's
principal office, or at such other location as shall be designated in the notice
of meeting.

1.2      ANNUAL MEETINGS.

         The annual meeting of the shareholders shall be held beginning with the
year 2003. The time and date of such meeting may be established by the Board of
Directors provided that notice of the date and time of the annual meeting is
given in accordance with these By-Laws. At the annual meeting, the shareholders
shall elect by vote a Board of Directors, consider reports of the affairs of the
corporation, and transact such other business as may properly be brought before
the meeting.

1.3      SPECIAL MEETINGS.

         Special meetings of the shareholders may be called at any time by the
President, the Board of Directors, by the holders of not less than one-tenth
(1/10th) of all the shares entitled to vote at such meeting, and as otherwise
provided in the Nevada Business Corporation Act, as amended (the "Act").

1.4      NOTICE OF MEETINGS.

         1.4.1 Written or printed notice, in a comprehensible form, stating the
date, time and place of the meeting, and in case of a special meeting, a
description of the purpose or purposes for which the meeting is called, shall be
delivered not earlier than sixty (60) nor less than ten (10) days before the
meeting date, in person, telegraph, teletype, or other form of wire or wireless
communication, by mail or private carrier, by or at the direction of the
President, Secretary, other officer or persons calling the meeting. If mailed,
the notice is effective when deposited postpaid in the United States mail,
correctly addressed to the shareholder's address shown on the Corporation's
current record of shareholders. In all other cases, the notice shall be
effective when received by the shareholders.

         1.4.2 If a shareholders' meeting is adjourned to a different date, time
or place, notice need not be given of the new date, time or place, if the new
date, time or place is announced at the meeting before adjournment, unless a new
record date for the adjourned meeting is or must be fixed under the Act, in
which event notice of the adjourned meeting must be given to the persons who are
shareholders as of the new record date.








By-Laws Page 1
<PAGE>
1.5      VOTING ENTITLEMENT OF SHARES.

         Unless the Articles of Incorporation provide otherwise, or except as
provided by the Act, each outstanding share, regardless of class, is entitled to
one vote on each matter voted on at a shareholders' meeting. Only shares are
entitled to vote.

1.6      QUORUM AND VOTING.

         1.6.1 Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the Articles of Incorporation or the Act provides
otherwise, a majority of the votes entitled to be cast on the matter by the
voting group constitutes a quorum of that voting group for action on that
matter.

         1.6.2 Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting, unless a new record date is or must be set for that
adjourned meeting.

         1.6.3 If a quorum exists, action on a matter, other than the election
of directors, by a voting group, is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or the Act requires a greater number of affirmative
votes.

         1.6.4 Unless otherwise provided in the Articles of Incorporation,
Directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.

         1.6.5 If the Articles of Incorporation or the Act provides for voting
by a single group on a matter, action on that matter is taken when voted upon by
that voting group in accordance with these By-Laws.

         1.6.6 If the Articles of Incorporation or the Act provides for voting
for two or more voting groups on a matter, action on that matter is taken only
when voted upon by each of those voting groups counted separately as provided by
these By-Laws.

1.7      PROXIES.

         A shareholder may vote shares in person or by written proxy signed by
the shareholder or the shareholder's attorney in fact and delivered to the
secretary or other officer or agent of the Corporation authorized to tabulate
votes.

1.8      RECORD DATE.

         The record date for determining the shareholders entitled to notice of
a shareholders' meeting, to demand a special meeting, to vote or to take other
action, shall, unless otherwise determined by the Board of Directors in advance
of such action, be the date of such notice, demand, vote, or other action.





By-Laws Page 2
<PAGE>
1.9      SHAREHOLDERS' LIST FOR MEETING.

         After fixing a record date for a meeting, the corporation shall prepare
an alphabetical list of the names of all of its shareholders who are entitled to
notice of a shareholders' meeting. The list must be arranged by voting group,
and within each voting group by class or series of shares, and show the address
of and number of shares held by each shareholder. The shareholders' list must be
available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing
through the meeting, at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to take place.
The corporation shall make the shareholders' list available at the meeting, and
any shareholder, the shareholder's agent, or attorney is entitled to inspect the
list at any time during the meeting or any adjournment thereof.

                                   ARTICLE II
                                    DIRECTORS

2.1      POWERS.

         The business and affairs of the corporation shall be managed by a Board
of Directors which shall exercise or direct the exercise of all corporate powers
except to the extent shareholder authorization is required by the Act, the
Articles of Incorporation, or these By-Laws.

2.2      NUMBER.

         The number of the members of the Board of Directors shall be not less
than one, nor more than seven.

2.3      ELECTION AND TERM OF OFFICE.

         Except as provided in the Articles of Incorporation, the directors
shall be elected at the annual meeting of the shareholders. The terms of office
of the directors shall begin immediately after election and shall expire at the
next annual shareholders' meeting following their election and when their
successors are duly elected and qualified. The directors need not be residents
of this state, or shareholders of the corporation.

2.4      VACANCIES.

         2.4.1 A vacancy on the Board of Directors shall exist upon the death,
resignation, or removal of any director, in the event an amendment of the
By-Laws is adopted increasing the number of directors, or in the event that the
directors determine that it is desirable to elect one or more additional
directors within the variable-range of the number of directors established by
these By-Laws.

         2.4.2 Unless the Articles of Incorporation provide otherwise, a vacancy
may be filled by the shareholders, the Board of Directors, or if the Directors
remaining in office constitute







By-Laws Page 3
<PAGE>
fewer than a quorum of the Board, they may fill the vacancy by an affirmative
vote of a majority of all of the Directors remaining in office.

         2.4.3 The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected, and when his/her
successor has been duly elected and qualified.

         2.4.4 A vacancy that will occur at a specific later date, by reason of
a resignation submitted in accordance with the Act, may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.

         2.4.5 Except as provided by the Articles of Incorporation or the Act,
during the existence of any vacancy, the remaining directors shall possess and
may exercise all powers vested in the Board of Directors, notwithstanding lack
of a quorum of the board.

         2.4.6 The shareholders may remove one or more directors with or without
cause at a special meeting of shareholders called for that purpose pursuant to a
meeting notice indicating removal as one of the purposes. If a director is
elected by a voting group of shareholders, only the shareholders of that voting
group may participate in the vote to remove the director. A director may be
removed only if the number of votes cast to remove the director exceeds the
number of votes cast not to remove the director.

2.5      MEETINGS.

         2.5.1 The annual meeting of the Board of Directors of this corporation
shall be held immediately following the annual meeting of the shareholders,
which meeting shall be considered a regular meeting as to which no notice is
required.

         2.5.2 Regular meetings of the Board of Directors may be held without
notice of the date, time, place or purpose of the meeting.

         2.5.3 Special meetings of the Board of Directors for any purpose or
purposes may be called by an officer or director of the corporation in
accordance with the notice provisions of Section 2.6 of these By-Laws.

2.6      NOTICE OF SPECIAL MEETINGS.

         Special meetings of the Board of Directors must be preceded by at least
two (2) days' notice of the date, time and place of the meeting. The notice need
not describe the purpose of such meetings. Notice of special meetings of the
Board of Directors may be in writing or oral, and may be communicated in person,
by telephone, telegraph, teletype, or other form of wire or wireless
communication, by mail or by private carrier. Written notice, if in
comprehensible form, is effective at the earliest of the following: (a) when
received; (b) five (5) days after its deposit in the U.S. Mail, as evidenced by
the postmark, if mailed postpaid and correctly addressed; or (c) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt






By-Laws Page 4
<PAGE>
is signed by or on behalf of the addressee. Oral notice is effective when
communicated, if communicated in a comprehensible manner.

2.7      MANNER OF CONDUCTING MEETINGS.

         The Board of Directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through, use of any
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
this means is deemed to be present in person at the meeting.

2.8      QUORUM.

         Unless the Articles of Incorporation or these By-Laws provide
otherwise, a quorum of the Board of Directors consists of a majority of the
number in office immediately before the meeting begins.

2.9      COMPENSATION.

         Unless the Articles of Incorporation provide otherwise, the Board of
Directors may fix the compensation of directors, and authorize the corporation
to reimburse the directors for their reasonable expenses incurred while
attending meetings of the Board and while engaged in other activities on behalf
of the corporation.

                                   ARTICLE III
                                    OFFICERS

3.1      DESIGNATION, ELECTION AND QUALIFICATIONS.

         The officers shall include a President, and a Secretary. The officers
may include Vice-President(s), Treasurer, Assistant Secretary, or Assistant
Treasurer as the Board of Directors shall, from time to time, appoint. Officers
need not be members of the Board of Directors. The officers shall be elected by,
and hold office at the pleasure of the Board of Directors. Any two offices may
be held by the same person.

3.2      COMPENSATION AND TERM OF OFFICE.

         3.2.1 The compensation and term of office of the officers of the
corporation shall be fixed by the Board of Directors. Any officer may be removed
either with or without cause, by action of the Board of Directors.

         3.2.2 An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is effective under the
Act, unless the notice specifies a later effective date. If a resignation is
made effective at a later date and the corporation accepts the future effective
date, Board of Directors may fill the pending vacancy before the effective date
provided that the successor does not take office until the effective date.









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<PAGE>
3.3      PRESIDENT.

         The President shall be the chief executive officer of the corporation
and shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business affairs of the corporation.
He shall, when present, preside at all meetings of the shareholders and of the
Board of Directors. He shall be an ex-officio member of all committees, if any,
shall have the general powers and duties of management usually vested in the
office of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the By-Laws. He may
sign, with the Secretary or any other proper officer of the corporation
authorized by the Board of Directors, certificates for shares of the
corporation, deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors authorizes to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the directors or by these
By-Laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed.

3.4      VICE-PRESIDENT.

         The Vice-President(s), if any, shall perform such duties as may be
assigned to him/her by the President or the Board of Directors. In the event of
the death, disability, inability or refusal to act of the President, the
Vice-President shall perform the duties and exercise the powers of the President
unless otherwise designated by the Board of Directors. In the event the
corporation has more than one Vice-President, the Executive Vice-President or,
if none, the Vice-President in charge of administration, shall be the officer
acting in the stead of the President as provided in this section.

3.5      SECRETARY.

         3.5.1 The Secretary shall keep or cause to be kept at the principal
office of the corporation or such other place as the Board of Directors may
order, a book of minutes of all meetings of directors and shareholders showing
the time and place of the meeting, whether it was required by the By-Laws of the
corporation, how authorized, the notice given, the names of those present at
directors' meetings, the number of shares present or represented at
shareholders' meetings and the proceedings of each meeting.

         3.5.2 The Secretary shall keep or cause to be kept at the principal
office or at the office of the corporation's transfer agent, a share register or
duplicate share register, showing the names of the shareholders and their
addresses, the number of shares of each class held by each, and the number and
date of cancellation of each certificate surrendered for cancellation.

         3.5.3 The Secretary shall give or cause to be given such notice of the
meetings of the shareholders and of the Board of Directors as is required by the
By-Laws. He/she shall keep the seal of the corporation, if any, and affix it to
all documents requiring a seal, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or By-Laws.








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<PAGE>
3.6      TREASURER.

         The Treasurer, if any, shall be responsible for the funds of the
corporation, receive and give receipts for monies due and payable to the
corporation from any source whatsoever, deposit all such monies in the name of
the corporation in such banks, trust companies or other depositories as shall be
selected in accordance with these By-Laws, shall pay the funds of the
corporation out only on the checks of the corporation signed in the manner
authorized by the Board of Directors, and, in general, perform all of the duties
incident to the office of Treasurer and such other duties as, from time to time,
may be assigned to him/her by the President or the Board of Directors.

3.7      ASSISTANTS.

         The Board of Directors may appoint or authorize the appointment of
assistants to any officer. Such assistants may exercise the power of such
officer and shall perform such duties as are prescribed by the Board of
Directors.

                                   ARTICLE IV
                                   COMMITTEES

The Board of Directors may appoint from among its members one or more committees
of two (2) or more members, in accordance with and subject to the restrictions
of the Act.

                                    ARTICLE V
                         CONTRACTS, CHECKS AND DEPOSITS

5.1      CHECKS, DRAFTS, ETC.

         All checks, drafts, or other orders for the payment of money, notes or
other evidence of indebtedness, issued in the name of or payable to the
corporation, shall be signed by such person or persons and in the manner as
shall be determined from time to time by resolution of the Board of Directors.

5.2      DEPOSITS.

         All funds of the corporation not otherwise employed shall be deposited,
from time to time, to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may select.

5.3      CONTRACTS, INSTRUMENTS.

         The Board of Directors may, except as otherwise provided in the
By-Laws, authorize any officer or agent to enter into any contract or execute
any instrument in the name of and on behalf of the corporation. Such authority
may be general or confined to specific instances. Unless so authorized by the
Board of Directors, no officer, agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credits, or to render it liable for any purpose or for any amount.







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<PAGE>
                                   ARTICLE VI
                       CERTIFICATES AND TRANSFER OF SHARES

6.1      CERTIFICATES FOR SHARES.

         6.1.1 Certificates for shares shall be in such form as the Board of
Directors may designate and shall indicate the state law under which the
corporation is organized. The certificates shall state the name of the record
holder of the shares represented thereby, the number of the certificate, the
date of issuance and the number of shares for which it is issued, the par value
of such shares, if any, or that such shares are without par value, and the
series and class of such shares. If the corporation is authorized to issue
different classes of shares or different series of shares within a class, the
designations, relative rights, preferences and limitations of each class, the
variations in rights, preferences and limitations determined for each series,
and the authority of the Board of Directors to determine variations for future
series shall be summarized on the front or back of each certificate, or, each
certificate may state conspicuously on its front or back that the corporation
will furnish the shareholder with this information on request in writing, and
without charge. Each certificate shall state or make reference on its front or
back to any liens, purchase options or restrictions on transfer.

         6.1.2 Each share certificate must be signed, either manually or in
facsimile, by the President or a Vice-President and the Secretary or an
Assistant Secretary.

6.2      TRANSFER ON THE BOOKS.

         Upon surrender to the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, the corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books.

6.3      LOST, STOLEN, OR DESTROYED CERTIFICATES.

         If a certificate is represented as being lost, stolen, or destroyed, a
new certificate shall be issued in its place upon such proof of the loss, theft,
or destruction and upon the giving of such bond or other security as may be
required by the Board of Directors.

6.4      TRANSFER AGENTS AND REGISTRARS.

         The Board of Directors may from time to time appoint one or more
specific transfer agents and one or more registrars for the shares of the
corporation who shall have such powers and duties as the Board of Directors may
specify.











By-Laws Page 8
<PAGE>
                                   ARTICLE VII
                          INDEMNIFICATION AND LIABILITY

7.1      INDEMNIFICATION.

         The corporation shall indemnify to the fullest extent not prohibited by
law any person who was or is a party or is threatened to be made a party to any
proceeding (as hereinafter defined) against all expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by the person in connection with such proceeding.

7.2      ADVANCEMENT OF EXPENSES.

         Expenses incurred by a director or officer in defending a proceeding
shall, in all cases, be paid by the corporation in advance of the final
disposition of such proceeding at the written request of such person, if the
person:

         7.2.1 Furnishes the corporation a written affirmation of the person's
good faith belief that such person is entitled to be indemnified by the
corporation under this article or under any other indemnification rights granted
by the corporation to such person; and

         7.2.2 Furnishes the corporation a written undertaking to repay such
advance to the extent it is ultimately determined by a court that such person is
not entitled to be indemnified by the corporation under this article or under
any other indemnification rights granted by the corporation to such person. Such
advances shall be made without regard to the person's ultimate entitlement to
indemnification under this article or otherwise.

7.3      DEFINITION OF PROCEEDINGS.

         The term "Proceeding" shall include any threatened, pending or
completed action, suit or proceeding, whether brought in the right of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, in which a person may be or may have been involved as a
party or otherwise by reason of the fact that the person is or was a director or
officer of the corporation or a fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit plan
of the corporation, or is or was serving at the request of the corporation as a
director, officer or fiduciary of an employee benefit plan of another
corporation, partnership, joint venture, trust or other enterprise, whether or
not serving in such capacity at the time any liability or expense is incurred
for which indemnification or advancement of expenses can be provided under this
article.

7.4      NON-EXCLUSIVITY AND CONTINUITY OF RIGHTS.

         The indemnification and entitlement to advancement of expenses provided
by this article shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under the articles of incorporation or any statute,
agreement, general or specific action of the board of directors, vote of stock
holders or otherwise, shall continue as to a person who has ceased to be a
director or officer, shall inure to the benefit of the heirs, executors, and
administrators of such a



By-Laws Page 9
<PAGE>
person and shall extend to all claims for indemnification of advancement of
expenses after the adoption of this article.

7.5      AMENDMENTS.

         Any repeal of this article shall only be prospective and no repeal or
modification hereof shall adversely affect the rights under this article in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding.

7.6      DIRECTOR LIABILITY.

         No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct as a director;
provided that this section 7.6 shall not eliminate the liability of a director
for any act or omission for which sum elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of such amendment.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

8.1      AMENDMENT OF BY-LAWS.

         Except as otherwise provided by the Act or the Articles of
Incorporation, the By-Laws may be amended by the Board of Directors or the
shareholders. Whenever amendments or new By-Laws are adopted, they shall be
placed in the minute book with the original By-Laws in the appropriate place. If
any By-Law is repealed, the fact of repeal and the date on which the repeal
occurred shall be stated in such book and place.

8.2      DIVIDENDS.

         Except as provided by the Act or the Articles of Incorporation, the
directors may, from time to time, declare and the corporation may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.

8.3      SEAL.

         The directors may provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words "corporate seal".












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<PAGE>
8.4      ACTION WITHOUT MEETING.

         Any action which the Act, the Articles of Incorporation or by the
By-Laws require or permit the shareholders or directors to take at a meeting may
be taken without a meeting if the action is taken by all of the shareholders or
directors entitled to vote on the matter, evidenced by one or more written
consents describing the action taken, signed by each shareholder or director, as
the case may be, and included in the minutes or filed with the corporate records
reflecting the action taken.

8.5      WAIVER OF NOTICE.

         A shareholder or director may, at any time, waive any notice required
by the Act, the Articles of Incorporation or the By-Laws. Any such waiver shall
be in writing, signed by the shareholder or director entitled to the notice and
shall be delivered to the corporation for inclusion in the minutes or corporate
records.









































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<PAGE>
EXHIBIT 3.4
                            ARTICLES OF ORGANIZATION

                            LIMITED LIABILITY COMPANY

         The undersigned hereby submits Articles of Organization for the purpose
of forming a limited liability company pursuant to the Oregon Limited Liability
Company Act, ORS Chapter 63.

         1.       NAME.

         The name of the limited liability company (the "Company") is:

                         SMOG CENTERS OF CALIFORNIA, LLC


         2.       REGISTERED AGENT AND OFFICE.

         The name of the initial registered agent and the initial registered
office of the Company, which address is identical to the business office of the
registered agent in Oregon are:

                               Robert C. Laskowski
                           520 S.W. Yamhill, Suite 600
                             Portland, OR 97204-1329

         3.       MAILING ADDRESS.

         The mailing address of the Company for the mailing of notices is:

                               Robert C. Laskowski
                           520 S.W. Yamhill, Suite 600
                             Portland, OR 97204-1329


         4.       MANAGERS.

         Management of the Company is vested in the Members, with certain
responsibilities delegated to a Manager as set forth in the Company's Operating
Agreement.

         5.       DURATION.

         The latest date on which the Company is to dissolve is perpetual.

         6.       LIABILITY OF MEMBERS TO THIRD PARTIES.

         No member or Manager shall be personally liable for any debt,
obligation or liability of the Company, whether arising in contract, tort or
otherwise, solely by reason of being a member or acting as a member of the
Company. The failure of the Company to observe any formalities or requirements
relating to the exercise of its powers or management of its business or affairs
under its Operating Agreement or the Act shall not be grounds for imposing
personal liability on the Members (including the Manager) for liabilities of the
Company.



Page 1 - ARTICLES OF ORGANIZATION

<PAGE>
         7.       LIMITATION OF LIABILITY.

         The Manager of the Company shall not be liable, for damages or
otherwise, to the Company or the other members for any act or omission by such
person except to the extent that the Act, as the same may hereafter be amended
(but, in the case of such amendment, only to the extent that such amendment does
not adversely affect any right or protection of such manager for actions or
omissions prior to such amendment), prohibits elimination or limitation of such
manager's liability.

         8.       INDEMNIFICATION.

         The Company shall indemnify its Manager and Members as provided in its
Operating Agreement.

         9.       NAME AND ADDRESS OF ORGANIZERS.

         The name and address of each person executing this certificate is:

                               Robert C. Laskowski
                           520 S.W. Yamhill, Suite 600
                             Portland, OR 97204-1329


         Dated: November 21, 2002.

                                                     /s/ ROBERT C. LASKOWSKI



                   CONSENT TO APPOINTMENT AS REGISTERED AGENT

         Robert C. Laskowski hereby consents to serve as Registered Agent in the
State of Oregon for Smog Centers of California, LLC, the above named limited
liability company (the "Company"). I understand that as agent for the Company,
it will be my responsibility to accept Service of Process on behalf of the
Company, to forward license renewals and other mail to the Company, and to
immediately notify the Secretary of State in the event of my resignation or any
changes in the Registered Office address.

         Dated: November 21, 2002


                                                     /s/ ROBERT C. LASKOWSKI

Page 2 - ARTICLES OF ORGANIZATION
<PAGE>
EXHIBIT 3.5
                               OPERATING AGREEMENT
                                       OF
                         SMOG CENTERS OF CALIFORNIA, LLC
                       an Oregon limited liability company

         This Operating Agreement is entered into and shall be effective as of
January 9, 2003 by and among the Company and the persons identified on Exhibit A
of this Agreement as Members who execute the counterpart signatures pages
attached hereto.

                                    ARTICLE 1
                                    FORMATION

         1.1 NAME. The name of the limited liability company (the "Company") is
Smog Centers of California, LLC.

         1.2 ARTICLES OF ORGANIZATION. The Articles of Organization ("Articles")
were filed with the Oregon Secretary of State on November 21, 2002 under the
Oregon Limited Liability Company Act ("Act").

         1.3 DURATION. The duration of the Company shall be perpetual, unless
earlier dissolved as provided in this Agreement.

         1.4 NATURE OF BUSINESS.. The Company may engage in any lawful business
permitted by the Act or the laws of any jurisdiction in which the Company may do
business. The Company shall have the authority to do all things necessary or
convenient to accomplish its purpose and operate its business.

         1.5 REGISTERED OFFICE AND REGISTERED AGENT. The principal and initial
registered office of the Company shall initially be at 520 SW Yamhill, Suite
600, Portland, Oregon 97204-1329. The name of its initial registered agent at
such address shall be Robert C. Laskowski. The Members may relocate the
principal office or establish additional offices from time to time.

         1.6 TITLE TO ASSETS. Title to all property and assets of the Company
shall be held in the name of the Company. No Member shall have any ownership
interest in such property in the Member's individual name or right and each
Member's interest in the Company shall be personal property for all purposes.

         1.7 DEFECTS AS TO FORMALITIES. A failure to observe any formalities or
requirements of this Agreement, the Articles of Organization or the Act shall
not be grounds for imposing personal liability on the Members for liabilities of
the Company.















OPERATING AGREEMENT- Page 1
<PAGE>
         1.8 NO PARTNERSHIP INTENDED FOR NONTAX PURPOSES. The Members have
formed the Company under the Act, and expressly do not intend hereby to form a
partnership under either the Oregon Uniform Partnership Act nor the Oregon
Uniform Limited Partnership Act or a corporation under the Oregon Business
Corporation Act. The Members do not intend to be partners one to another, or
partners as to any third party. No Member shall have any authority, by word or
action, to represent to another person that any other Member is a partner or
that the Company is a partnership.

                                    ARTICLE 2
                         MEMBERS; CAPITAL CONTRIBUTIONS

         2.1 MEMBERS; INITIAL CONTRIBUTIONS; OWNERSHIP INTERESTS. The names and
addresses of the Members of the Company, the initial cash contribution to the
capital of the Company made by each Member (the "Initial Contributions"), and
the percentage ownership interest ("Ownership Interest") of each Member (subject
to adjustment as provided in this Agreement) are as set forth in the attached
Exhibit A.

         2.2 ADDITIONAL MEMBERS. Additional Members may be admitted to the
Company only upon the unanimous vote or written consent of all Members pursuant
to Article 7 of this Agreement.

         2.3 MEMBER LOANS. If any Member determines that additional funds are
necessary to pay ordinary and necessary operating and capital expenditures of
the Company or any debts, liabilities and obligations incurred by the Company in
the ordinary course of its business, ("Ordinary Costs"), and if the Members fail
to agree to make capital contributions to pay such Ordinary Costs, any Member
shall have the right to loan funds to the Company pay all or a portion such
Ordinary Costs ( "Member Loan"). Any such Member Loan shall bear interest at the
rate of six percent (6%) per annum.

         2.4 NO INTEREST ON CAPITAL CONTRIBUTIONS. No interest shall be paid on
the Initial Contributions or on any subsequent contributions to capital of the
Company.

         2.5 ADDITIONAL CONTRIBUTIONS. In addition to the Initial Contributions,
the Company may determine from time to time that additional contributions
("Additional Contributions")are needed to enable the Company to conducts its
business. Upon making such a determination, the Company shall give written
notice to all Members at least ten (10) business days prior to the date such
Additional Contributions are due. Such notice shall set forth the amount of the
Additional Contributions needed, the purpose for which the contributions are
needed and the date by which the Members should contribute. Each Member shall be
entitled to contribute a proportionate share of such Additional Contributions.
No Member shall be obligated to make any Additional Contribution except as
otherwise required by law. In the event any one or more Members do not make
their Additional Contribution, the other Members shall be given the opportunity
to make the contributions not otherwise made.









OPERATING AGREEMENT- Page 2
<PAGE>
         2.6 RETURN OF CONTRIBUTIONS; NO RIGHT TO WITHDRAW CAPITAL. Each Member
shall look solely to the assets of the Company for the return of such Member's
capital contributions and, if the assets of the Company are insufficient to
return such capital contributions, such Members shall have no recourse against
any other Member for that purpose. Except as specifically provided in this
Agreement, a Member may not withdraw capital from the Company. To the extent any
amount that any Member is entitled to receive from the Company pursuant to any
provision of this Agreement constitutes a return of capital, each of the Members
consents to the withdrawal of such capital. A Member shall not have the right to
demand and receive property other than cash in return for such Member's capital
contribution.

         2.7 MAINTENANCE OF CAPITAL ACCOUNTS. The Company shall establish and
maintain a capital account ("Capital Account") with respect to each Member. Each
Capital Account shall be (i) credited with all contributions made on account of
each Member and Member's distributive share of all profits (including any income
exempt from federal income tax); and (ii) charged with the amount of all
distributions made on account of such Member and the Member's distributive share
of losses. Capital Accounts shall be maintained in accordance with federal
income tax accounting principles as set forth in Regulations Section
1.704-1(b)(2)(iv) or any successor provision.

                                    ARTICLE 3
                          ALLOCATIONS AND DISTRIBUTIONS

         3.1 PROFITS AND LOSSES. All items of profits and losses shall be
allocated among the Members according to their respective Ownership Interests
described in the attached Exhibit A.

         3.2 DISTRIBUTIONS IN GENERAL. Except as otherwise provided in the Act,
the Articles and this Agreement, no Member shall have the right or power to
demand or receive distributions in a form other than cash and no Member shall be
compelled to accept a distribution of any asset in kind, to the extent that the
interest distributed would exceed the Member's pro rata share of operating or
liquidating distributions. No distributions shall be made in violation of ORS
63.229. If any such wrongful distribution is made, the provisions of ORS 63.235
shall determine the liability and the remedy, if any, thereof.

         3.3 NET CASH FROM OPERATIONS. Except as otherwise provided in Article
11 of this Agreement, Net Cash from Operations, if any, shall be distributed not
later than 30 days after the end of the fiscal year 100% to the Members. For
purposes of this Agreement, "Net Cash from Operations" shall mean the gross cash
proceeds from Company operations less the portion thereof used to pay or
establish reserves for all Company expenses, debt payments, capital improvements
and other contingencies, all as determined by the Manager(s) .

         3.4 NET CASH FROM SALES OR REFINANCINGS. Except as otherwise provided
in Article 11 of this Agreement, Net Cash from Sales or Refinancings shall be
distributed, at such times as the Manager(s) may determine, in the following
order and priority:








OPERATING AGREEMENT- Page 3
<PAGE>
         A. first, to the Members in an amount equal to their Initial
Contributions and Additional Contributions as defined in Article 2 of this
Agreement;

         B. Second, the balance, if any, 100% to the Members.

For purposes of this Agreement, "Net Cash from Sales or Refinancings" shall mean
the net cash proceeds from all sales and refinancings, less any portion thereof
use to establish reserves, all as determined by the Manager(s). "Net Cash from
Sales or Refinancings" shall include all principal and interest payments with
respect to any note or other obligation received by the Company in connection
with such sale.

         3.5 MINIMUM DISTRIBUTIONS FOR TAXES. Within 90 days after the end of
each fiscal year, the Company shall make a distribution in an amount equal to at
least (a) the Company's net taxable income during the fiscal year multiplied by
(b) the lesser of (i) 15% or (ii) the sum of the maximum federal and state tax
rates of any Member in effect for the fiscal year, less (c) the amount of any
distributions made during the fiscal year, other than distributions made during
the fiscal year that were required to be made under this Section 3.5 with
respect to a prior fiscal year.

                                    ARTICLE 4
                                     MEMBERS

         4.1 AUTHORITY TO ACT. No Member shall have the power or authority to
bind the Company unless the Member is a Manager or the Member has been
authorized by the Manager to act as an agent of the Company in accordance with
this Agreement.

         4.2 LIMITATION OF LIABILITY. Each Member's liability shall be limited
as set forth in this Agreement, the Act and other applicable law. A Member will
not be personally liable, merely as a Member, for any debts or losses of the
Company beyond the Member's respective Initial Contributions and any obligation
of the Member under Article 2 to make Additional Contributions, except as
otherwise provided by law.

         4.3 INDEMNIFICATION. The Company shall defend and indemnify each Member
to the fullest extent permissible under Oregon law, as the same exists or may
hereafter be amended, against all liability, loss, and costs (including, without
limitation, attorney fees) incurred or suffered by such person by reason of or
arising from the fact that such person is or was a Member of the Company,
provided that the person acted in good faith and reasonably believed that the
person's actions or inaction were in the best interests of the Company. The
indemnification provided in this Section shall not be exclusive of any other
rights to which any person may be entitled under any statute, bylaw, agreement,
resolution of Members, contract, or otherwise.

         4.4. MEMBER MANAGEMENT RIGHTS. All Members shall be entitled to vote on
or consent to any matter submitted to a vote or consent of the Members.








OPERATING AGREEMENT- Page 4
<PAGE>
         A. In addition to any other actions which, by virtue of the Act, the
Articles or this Agreement require a certain consent of the Members or the
Managers, the following actions require the consent of a Majority of the
Members:

                  (1)      Fixing the number of Managers;

                  (2)      Electing the Manager(s);

                  (3)      Setting or adjusting the compensation or benefits of
                           Manager(s);

                  (4)      Removing any Manager without cause;

                  (5)      Removing any Manager for cause;

                  (6)      Filling any vacancy created by the resignation,
                           removal or death of a Manager;

                  (7)      Filling any vacancy created by the increase in the
                           number of Manager(s);

                  (8)      Approving any transaction involving an actual or
                           potential conflict of interest between a Member or a
                           Manager and the Company;

                  (9)      Determining the amount, if any, and timing of any
                           guaranteed payments to Members;

                  (10)     Admitting an additional Member;

                  (11)     Amending or restating this Agreement;

                  (12)     Changing the nature of the business of the Company;

                  (13)     Incurring a Company debt other than in the ordinary
                           course of business;

                  (14)     Incurring any debt in any single transaction in
                           excess of $5,000.00;

                  (15)     Causing the Company to make any capital expenditure
                           in any single transaction in excess of $5,000.00;

                  (16)     Dissolving the Company pursuant to Section 11;

                  (17)     Extending the statute of limitations for the
                           assessment of tax deficiencies against Members with
                           respect to adjustments to the Company's federal,
                           state, or local tax returns; or








OPERATING AGREEMENT- Page 5
<PAGE>
                  (18)     Taking or approving any action or transaction which
                           is reserved to the Members by the Act, the Articles
                           or this Agreement without any express statement of
                           the extent of Member action required.

         B. In addition to any other actions which, by virtue of the Act, the
Articles or this Agreement, require the unanimous consent of the Members or the
Manager(s), the following actions require the unanimous consent of the Members:

                  (1)      Compromising any Initial Contribution obligation;

                  (2)      Amending or restating the Articles;

                  (3)      Approving any action to sell, lease, exchange,
                           mortgage, pledge, or other transfer or disposition of
                           all or substantially all of the Company Property,
                           other than in the ordinary course of business; or

                  (4)      Merging the Company with another Entity.

         4.5      ACTIONS OF MEMBERS.

         A. ANNUAL MEETING. The annual meeting of the Members shall be held on
the third Tuesday in March or at such other time as shall be determined by the
Managers, for the purpose of the transaction of such business as may come before
the meeting.

         B. SPECIAL MEETINGS. Special meetings of the Members, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by any
Manager or by any Member or Members holding at least 10% of the Ownership
Interests.

         C. PLACE OF MEETING. The Managers may designate any place, either
within or outside of Oregon, as the location for any meeting of the Members. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal executive office of the Company in Oregon.

         D. NOTICE OF MEETING. Except as provided in Section 4.5(e) below,
written notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered not less than ten
nor more than 50 days before the date of the meeting, either personally or by
mail, by or at the direction of the person calling the meeting, to each Member.
If mailed, such notice shall be deemed to be delivered two calendar days after
being deposited in the United States mail, addressed to the Member at the
Member's address as it appears on the books of the Company, with postage thereon
prepaid.

         E. MEETING OF ALL MEMBERS. If all of the Members shall meet at any time
and place, either within or outside of Oregon, and consent to the holding of a
meeting at such time and place, such meeting shall be valid without call or
notice, and at such meeting lawful action may be taken.







OPERATING AGREEMENT- Page 6
<PAGE>
         F. RECORD DATE. For the purpose of determining the Members for any
purpose, the date on which any required notice is mailed shall be the record
date for the determination of the Members.

         G. QUORUM. Members, represented in person or by proxy, with an
aggregate Ownership Interests in excess of 50% shall constitute a quorum at any
meeting of the Members. In the absence of a quorum at any such meeting, the
Members so represented may adjourn the meeting from time to time for a period
not to exceed 60 days without further notice. However, if the adjournment is for
more than 60 days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
Member of record. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The Members present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
departure during such meeting of Members whose absence would cause less than a
quorum to remain. In the event an action requires the consent of the remaining
Members or some portion thereof, the foregoing quorum rules of this Section
4.5(g) shall be applied by substituting "remaining Members" for "Members"
therein.

         H. MANNER OF ACTING. If a quorum is present, a Majority of the Members
shall act for the Members, unless the vote of a different proportion or number
is otherwise required by the Act, the Articles, or this Agreement. Unless
otherwise expressly provided herein or required under applicable law, Members
who have an interest in the outcome of any particular matter upon which the
Members not vote or consent may vote or consent upon any such matter and their
vote or consent, as the case may be, shall not be counted in the determination
of whether the requisite matter was approved by the Members. In the event an
action requires the consent of the remaining Members or some portion thereof,
the foregoing rules of this Section 4.5(h) shall be applied by substituting
"remaining Members" for "Members" therein.

         I. PROXIES. At all meetings of the Members a Member may vote in person
or by a proxy executed in writing by the Member or by a duly authorized
attorney-in-fact. Such proxy shall be filed with the Managers before or at the
time of the meeting and may be of any duration except that a Member who shall
appear in person at a meeting shall void any outstanding proxy for so long as
such Member is in attendance.

         J. ACTION BY MEMBERS WITHOUT A MEETING. Action required or permitted to
be taken at a meeting of Members may be taken without a meeting if the action is
evidenced by one or more written consents describing the action taken, signed by
Members sufficient to have approved the actions or resolutions at issue had a
duly called meeting been held at which all Members were in attendance and
delivered to the Managers for inclusion in the minutes or for filing with the
Company records. Action taken under this Section is effective when the necessary
Members have signed the consent, unless the consent specifies a different
effective date. The record date for determining Members entitled to take action
without a meeting shall be the date the first Member signs a written consent.








OPERATING AGREEMENT- Page 7
<PAGE>
         K. WAIVER OF NOTICE. When any notice is required to be given to any
Member, a waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

         L. TELEPHONIC MEETINGS. With respect to a particular meeting or
generally with respect to future meetings, the Managers may permit any or all
Members to participate in the meeting by, or may permit the conduct of the
meeting through, use of any means of communication by which all Members
participating may simultaneously hear each other; provided the notice of such a
meeting shall state that the Members may participate in such a fashion and
describe how any Member may notify the Company of the Member's desire to be
included in the meeting. A Member participating in such a meeting is deemed to
be present in person at such meeting.

         4.6 BOOKS, RECORDS, REPORTS AND INFORMATION. Each Member shall have the
right to receive the reports and information required to be provided by this
Agreement. Upon reasonable request, each Member, and the Member's agent and
attorney shall have the right, during ordinary business hours, to inspect and
copy, at the requesting Member's expense, the books and records which the
Managers are required, by the Act and this Agreement, to keep.

                                    ARTICLE 5
                                    MANAGERS

         5.1      GENERAL

         A. INITIAL MANAGER. The Company shall initially have one (1) Manager,
namely:

                                Stephen D. Wilson
                               10345 SW 69th Ave.
                                Tigard, OR 97223

         B. NUMBER. The number of Managers shall be fixed from time to time by
the Members, but in no instance shall there be less than one Manager.

         C. QUALIFICATIONS. Managers need not be residents of Oregon or Members.

         D. TERM. Each Manager shall hold office until the next annual meeting
of the Members or until the Member's successor shall have been elected and
qualified.

         E. ELECTION. Except as otherwise provided herein, Managers shall be
elected by the Members.













OPERATING AGREEMENT- Page 8
<PAGE>
         F. RESIGNATION. Any Manager may resign at any time by giving written
notice to the Members. The resignation of any Manager shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of a
Manager who is also a Member shall not affect the Manager's rights as a Member
and shall not constitute a withdrawal as a Member.

         G. REMOVAL. All or any lesser number of the Managers may be removed,
with or without cause, by the Members at a meeting called expressly for that
purpose. The removal of a Manager who is also a Member shall not affect the
Manager's rights as a Member and shall not constitute a withdrawal of a Member.

         H. VACANCIES. Any vacancy occurring for any reason other than an
increase in the number of Managers may be filled by the remaining Managers then
in office, provided that if there are no remaining Managers, the vacancy(ies)
shall be filled by a majority of the Members. Any Manager's position to be
filled by reason of an increase in the number of Managers shall be filled by the
Managers then in office or by an election at an annual meeting or at a special
meeting of the Members called for that purpose or by the Members. A Manager
elected to fill a vacancy shall be elected for the unexpired term of the
Manager's predecessor in office and shall hold office until the expiration of
such term and until the Manager's successor shall be elected and shall qualify
or until the Manager's earlier death, resignation or removal. A Manager chosen
to fill a position resulting from an increase in the number of Managers shall
hold office until the next annual meeting of the Members and until the Manager's
successor shall be elected and shall qualify, or until the Manager's earlier
death, resignation or removal.

         5.2 ACTION BY MANAGERS. The rights and powers of the Managers hereunder
shall be exercised by them in such manner as they may agree. In the absence of
an agreement among the Managers, the following shall apply:

         A. MEETINGS. Meetings of the Managers, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by any Manager.

         B. PLACE OF MEETING. The Managers may designate any place, either
within or outside of Oregon, as the location for any meeting of the Managers. If
no designation is made, or if a special meeting be otherwise called, the place
of meeting shall be the principal executive office of the Company in Oregon.

         C. NOTICE OF MEETING. Except as provided in Section 5.2(d) below,
written notice stating the place, day and hour of the meeting and the purpose or
purposes for which the meeting is called shall be delivered not less than ten
nor more than 50 days before the date of the meeting, either personally or by
mail, by or at the direction of the person calling the meeting, to each Manager.
If mailed, such notice shall be deemed to be delivered two calendar days after
being deposited in the United States mail, addressed to the Manager at the
Manager's address as it appears on the books of the Company, with postage
thereon prepaid.








OPERATING AGREEMENT- Page 9
<PAGE>
         D. MEETING OF ALL MANAGERS. If all of the Managers shall meet at any
time and place, either within or outside of Oregon, and consent to the holding
of a meeting at such time and place, such meeting shall be valid without call or
notice, and at such meeting lawful action may be taken.

         E. QUORUM. More than half of the Managers, represented in person or by
proxy, shall constitute a quorum at any meeting of the Managers. In the absence
of a quorum at any such meeting, the Managers so represented may adjourn the
meeting from time to time for a period not to exceed 60 days without further
notice. However, if the adjournment is for more than 60 days, a notice of the
adjourned meeting shall be given to each Manager of record. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The Managers present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal during such
meeting of that number of Managers whose absence would cause less than a quorum.

         F. MANNER OF ACTING. If a quorum is present, the act of a majority of
the Managers who are present, in person or by proxy, shall be the act of the
Managers, unless the vote of a different proportion or number is otherwise
required by the Act, the Articles, or this Agreement. Unless otherwise expressly
provided herein or required under applicable law, Managers who have an interest
in the outcome of any particular matter upon which the Managers vote or consent
may not vote or consent upon any such matter and their vote or consent, as the
case may be, shall not be counted in the determination of whether the requisite
matter was approved by the Managers.

         G. PROXIES. At all meetings of the Managers, a Manager may vote in
person or by a proxy executed in writing by the Manager or by a duly authorized
attorney-in-fact. Such proxy shall be filed with the Managers before or at the
time of the meeting and may be of any duration except that a Manager who shall
appear in person at a meeting shall void any outstanding proxy for so long as
such Manager is in attendance.

         H. ACTION BY MANAGERS WITHOUT A MEETING. Action required or permitted
to be taken at a meeting of Managers may be taken without a meeting if the
action is evidenced by one or more written consents describing the action taken,
signed by Managers sufficient to have approved the actions or resolutions at
issue had a duly called meeting been held at which all Managers were in
attendance and delivered to the Company for inclusion in the minutes or for
filing with the Company records. Action taken under this Section is effective
when the necessary Managers have signed the consent, unless the consent
specifies a different effective date.

         I. WAIVER OF NOTICE. When any notice is required to be given to any
Manager, a waiver thereof in writing signed by the person entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.

         J. TELEPHONIC MEETINGS. With respect to a particular meeting or
generally with respect to future meetings, the Managers may permit any or all
Managers to participate in the meeting by, or may permit the conduct of the
meeting through, use of any means of communication by which





OPERATING AGREEMENT- Page 10
<PAGE>
all Managers participating may simultaneously hear each other. A Manager
participating in such a meeting is deemed to be present in person at such
meeting.

         5.3 AUTHORITY OF THE MANAGERS. Subject to the limitations and
restrictions set forth in the Act, the Articles and this Agreement (including,
without limitation, those set forth in this Article 4), the Managers shall have
the sole and exclusive right to manage the business of the Company and shall
have all of the rights and powers which may be possessed by Managers under the
Act and the Articles including, without limitation, the right and power, on
behalf and in the name of the Company to:

         A. Institute, prosecute, and complaint and defend in all courts in the
Company's name;

         B. Purchase, take, receive, lease or otherwise acquire, own, hold,
improve, use and otherwise deal in or with real or personal property or any
interest in real or personal property, wherever situated;

         C. Sell, convey, mortgage, pledge, create a security interest in,
lease, exchange, transfer and otherwise dispose of all or any part of the
Company property;

         D. Purchase, take, receive, subscribe for or otherwise acquire, own,
hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of and
otherwise use or deal in or with other interests in or obligations of any other
Entity;

         E. Make contracts or guarantees, incur liabilities, borrow money, issue
Company notes or other obligations that may be convertible into other securities
of the Company, or include the option to purchase other securities of the
Company, or secure any of the Company's obligations by mortgage or pledge of any
of the Company property, franchises or income;

         F. Lend money, invest or reinvest Company funds or receive and hold
real or personal property as security for repayment of funds so loaned, invested
or reinvested, including, without limitation, the loans to Managers, Members,
employees and agents;

         G. Be a promoter, incorporator, general partner, limited partner,
member, associate or manager of any partnership, joint venture, trust or other
Entity;

         H. Conduct the Company's business, locate its offices and exercise the
powers granted by the Act and the Articles within or without Oregon;

         I. Elect or appoint Managers, employees or agents of the Company,
define their duties, fix their compensation and lend them money and credit;

         J. Make and alter this Agreement not inconsistent with the Articles or
the law of Oregon for managing the Company's business and regulating its
affairs;






OPERATING AGREEMENT- Page 11
<PAGE>
         K. Pay pensions and establish pension plans, profit sharing plans and
other benefit or incentive plans for any and all of its current or former
Managers, Members, employees and agents;

         L. Make donations for the public welfare or for charitable, scientific
or educational purposes;

         M. Transact any lawful business that will aid governmental policy;

         N. Indemnify a Member or Manager or any other person as and to the
extent not inconsistent with the provisions of the Act or the Articles; and

         O. Cease the Company's activities and dissolve;

         5.4 RESTRICTIONS ON AUTHORITY OF MANAGERS. In addition to any other
consent requirements contained in the Act, the Articles or this Agreement:

         A. Each Manager shall not have the authority to, and covenants and
agrees that it shall not, do any of the following acts without the unanimous
consent of the Members:

                  (1)      Knowingly do any act in contravention of this
                           Agreement or without the consent of the Members as
                           required by this Agreement;

                  (2)      Knowingly do any act which would make it impossible
                           to carry on the ordinary business of the Company,
                           except as otherwise provided in this Agreement;

                  (3)      Confess a judgment against the Company in an amount
                           in excess of $5,000.00;

                  (4)      Possess Company property, or assign rights in
                           specific Company property, for other than a Company
                           purpose;

                  (5)      Knowingly perform any act that would subject any
                           Member to personal liability in any jurisdiction; or

                  (6)      Cause the Company to voluntarily take any action that
                           would cause a Bankruptcy of the Company.

         B. Each Manager shall not have the authority to, and covenants and
agrees that it shall not, do any of the following acts without the consent of a
Majority of the Managers in addition to any required consent of the Members:

                  (1)      Determining the amount, if any, and timing of any
                           guaranteed payments to Members;










OPERATING AGREEMENT- Page 12
<PAGE>
                  (2)      Determining the Net Cash from Operations and the Net
                           Cash from Sales and Refinancings available for and
                           the timing of distributions;

                  (3)      Expelling a Member;

                  (4)      Incurring any debt in any single transaction in
                           excess of $5,000.00;

                  (5)      Causing the Company to make any capital expenditure
                           in any single transaction in excess of $5,000.00; or

                  (6)      Taking or approving any action or transaction which
                           is reserved to the Managers by the Act, the Articles,
                           or this Agreement without any express statement of
                           the extent of Manager action required;

         5.5 DUTIES AND OBLIGATIONS OF MANAGERS. In addition to such other
duties and obligations as Managers may have, Managers shall be responsible for
the following:

         A. The Managers shall cause the Company to conduct its business and
operations separate and apart from that of any Manager or any affiliate of a
Manager, including, without limitation:

                  (1)      Segregating Company property and not allowing Company
                           property to be commingled with the funds or other
                           assets of, held by, or registered in the name of any
                           Manager or any affiliate of a Manager;

                  (2)      Maintaining books and financial records of the
                           Company separate from the books and financial records
                           of any Manager and any affiliate of a Manager, and
                           observing all Company procedures and formalities,
                           including, without limitation, maintaining minutes of
                           Company meetings and acting on behalf of the Company
                           only pursuant to due authorization of the Members;

                  (3)      Causing the Company to pay its liabilities from
                           Company Property; and

                  (4)      Causing the Company to conduct its dealings with
                           third parties in its own name and as a separate and
                           independent entity.

         B. The Managers shall take all actions which may be necessary or
appropriate:

                  (1)      For the continuation of the Company's valid existence
                           as a limited liability company under the laws of
                           Oregon and of each other jurisdiction in which such
                           existence is necessary to protect the limited
                           liability of the Members or to enable the Company to
                           conduct the business in which it is engaged; and

                  (2)      For the accomplishment of the Company's purposes,
                           including the acquisition, development, maintenance,
                           preservation, and operation of

OPERATING AGREEMENT- Page 13
<PAGE>
                           Company Property in accordance with the provisions of
                           this Agreement and applicable laws and regulations.

         C. The Managers shall be under a fiduciary duty to perform the duties
of Managers in good faith, in a manner they reasonably believe to be in the best
interests of the Company and its Members, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances. In
discharging these duties, a Manager shall be fully protected in relying in good
faith upon the records required to be maintained under this Agreement, and upon
such information, opinions, reports or statements by any other Manager, Member,
or agent, or by any other person, as to matters the Manager reasonably believes
are within such other person's professional or expert competence and who has
been selected with reasonable care by or on behalf of the Company, including
information, opinions, reports or statements as to the value and amount of the
assets, liabilities, profits and losses of the Company or any other facts
pertinent to the existence and amount of assets from which distributions to the
Members might properly be paid.

         5.6 RIGHT TO RELY ON MANAGERS.

         A. Any person dealing with the Company may rely (without duty of
further inquiry) upon a certificate signed by any Manager as to:

                  (1)      The identify of any Manager or any Member;

                  (2)      The existence or nonexistence of any fact or facts
                           which constitute a condition precedent to acts by a
                           Manager or which are in any other manner germane to
                           the affairs of the Company;

                  (3)      The Persons who are authorized to execute and
                           delivery any instrument or document of the Company;
                           or

                  (4)      Any act or failure to act by the Company or any other
                           matter whatsoever involving the Company or any
                           Member.

         B. The signature of any Manager shall be necessary and sufficient to
convey title to any Company Property or to execute any promissory notes, trust
deeds, mortgages, or other instruments of hypothecation, and all of the Members
agree that a copy of this Agreement may be shown to the appropriate parties in
order to confirm the same, and further agree that the signature of any Manager
shall be sufficient to execute any "statement of company" or other documents
necessary to effectuate this or any other provision of this Agreement. All of
the Members do hereby appoint the Managers as their attorney(s)-in-fact for the
execution of any or all of the documents described in this Section 5.6(b).

         5.7 LIABILITY AND INDEMNITY OF THE MANAGERS. A Manager is not
personally liable for any debt, obligation or liability of the Company merely by
reason of being a Manager and is not liable to the Company or its Members for
monetary damages for conduct as a Manager. A Manager who performs the duties as
Manager in accordance with this Agreement shall not have any liability




OPERATING AGREEMENT- Page 14
<PAGE>
by reason of being or having been a Manager. The Company shall indemnify the
Managers and make advances for expenses to the maximum extent permitted under
the Act. However, this provision shall not eliminate or limit a Manager's
liability for:

         A. Any breach of a Manager's duty of loyalty to the Company or its
Members as described in this Agreement;

         B. Acts or omissions not in good faith which involve intentional
misconduct or a knowing violation of law;

         C. Any unlawful distribution under the Act; or

         D. Any transaction from which the Manager derives an improper personal
benefit.

                                    ARTICLE 6
               CONFLICTS OF INTEREST AND CONFIDENTIAL INFORMATION

          6.1 DUTY OF LOYALTY. Each Member and Manager shall be entitled to
enter into transactions that may be considered to be competitive with, or a
business opportunity that may be beneficial to, the Company, it being expressly
understood that some of the Members may enter into transactions that are similar
to the transactions into which the Company may enter and the Company and each
Member waive the right or claim to participate therein. Notwithstanding the
foregoing, Members and Managers shall account to the Company and hold, as
trustee for it, any property, profit or benefit derived by the Member or
Manager, without the consent of the Members, in the formation, conduct and
winding up of the Company business or from the use or appropriation by the
Member or Manager of any Company assets, including information developed
exclusively for the Company and opportunities expressly offered to the Company.

         6.2 OTHER SELF INTEREST. A Member or Manager does not violate a duty or
obligation to the Company merely because the conduct furthers the interest of
the Member or Manager. A Member or Manager may lend money to and transaction
business with the Company. The rights and obligations of a Member or Manager who
lends money to or transacts business with the Company are the same as those of a
person who is not a Member or Manager, subject to other applicable laws. No
transaction with the Company shall be voidable solely because a Member or
Manager has a direct or indirect or indirect interest in the transaction if the
transaction is approved or ratified by the Members.

         6.3 CONFIDENTIAL INFORMATION. The Members recognized and acknowledge
that as Members they will have access to, be provided with and, in some cases,
will prepare and create Confidential Information. A Member shall not use or
disclose or use any Confidential Information, either personally or for the use
of others, other than in connection with the Member's activities on behalf of
the Company. Nor shall a Member disclose any Confidential Information to any
person who is not a Member, not employed by the Company or not authorized by the
Company to receive such Confidential Information, without the prior written
consent of the Company. Each Member shall use reasonable and prudent care to
safeguard and protect and prevent the unauthorized use and






OPERATING AGREEMENT- Page 15
<PAGE>
disclosure of Confidential Information. The obligations contained in this
Section 6.3 shall survive for long as the Company in its sole judgment considers
certain information to be Confidential Information. For purposes of this
Agreement, "Confidential Information" shall mean information or material
proprietary to the Company whether written or oral, tangible or intangible,
which a Member obtains knowledge of through or as a result of the Member's
activities on behalf of the Company. Confidential Information may include,
without limitation, data, know-how, trade secrets, designs, plans, drawings,
specifications and reports related to the Company's business activities.

                                    ARTICLE 7
                             ACCOUNTING AND RECORDS

         7.1 BOOKS OF ACCOUNT. The Company's books and records, a register
showing the names, addresses, and Ownership Interests of the Members, and this
Agreement shall be maintained by the Members, and each Member shall have access
thereto at all reasonable times. The Members shall keep such books and records
of the operation of the Company that are appropriate and adequate for the
Company's business and for the carrying out of this Agreement.

         7.2 FISCAL YEAR. The fiscal year of the Company shall be the calendar
year.

         7.3 ACCOUNTING REPORTS. Within ninety (90) days after the close of each
fiscal year, the Members shall cause each Member to receive an unaudited report
of the activities of the Company for the preceding fiscal year, including a copy
of a balance sheet of the Company as of the end of such year and a statement of
income or loss for such year.

         7.4 TAX RETURNS. The Manager(s) , shall cause all required federal and
state income tax returns for the Company to be prepared and timely filed with
the appropriate authorities. Within ninety (90) days after the end of each
fiscal year, each Member shall be furnished a statement suitable for use in the
preparation of the Member's income tax return, showing the amounts of any
distributions, contributions, gains, losses, profits, or credits allocated to
the Member during such fiscal year.

         7.5 ACCESS TO BOOKS AND RECORDS. Each Member shall have the right to
receive copies of the books and records of the Company. Upon reasonable notice,
each Member and the Member's agent or attorney shall have the tight, during
ordinary business hours, to inspect and copy, ay the requesting Member's
expense, the books and records which the Company is required by the Act and this
Agreement to keep.















OPERATING AGREEMENT- Page 16
<PAGE>
                                    ARTICLE 8
                               ADDITIONAL MEMBERS

         8.1 ADMISSION. Persons may be added as additional Members upon terms
and conditions approved by the Members. A person shall not become an Additional
Member until such person becomes a party to this Agreement as a Member by
signing a counterpart copy of this Agreement and executes such documents and
instruments as the Company may reasonably request as may be necessary or
appropriate to confirm such person as a Member in the Company and such person's
agreement to be bound by the terms and conditions thereof.

         8.2 ACCOUNTING. No additional Member shall be entitled to any
retroactive allocation of losses, income or expense deduction incurred by the
Company. The Members may at the time an additional Member is admitted, close the
Company books or make prorata allocations of loss, income and expense deductions
to the additional Member for that portion of the Company's fiscal year in which
such additional Member was admitted in accordance with the relevant provisions
of the Internal Revenue Code of 1986, as amended. The provisions of ORS
63.185(4) shall not apply in the event of an admission of an additional Member.

                                    ARTICLE 9
                             TRANSFERS OF INTERESTS

         9.1 RESTRICTION ON TRANSFERS. Except as otherwise permitted by this
Agreement, no Member shall transfer all or any portion of such person's
interests in the Company without the express written consent of all other
Members. In the event that any Member pledges or otherwise encumbers any of such
person's interests in the Company as security for the payment of a debt, any
such pledge or hypothecation shall constitute a transfer and shall only be made
pursuant to a pledge or hypothecation agreement that requires the pledgee or
secured party to be bound by all of the terms and conditions of this Agreement.

         9.2 PERMITTED TRANSFERS. Subject to the conditions and restrictions set
forth in Sections 9.3 and 9.6 of this Agreement, a Member may at any time
transfer all or any portion of such Member's interest in the Company to:

         (a) any other Member;

         (b) any member of the transferor's family;

         (c) the transferor's executor, administrator, trustee, or personal
representative to whom such interests are transferred at death or involuntarily
by operation of law;

         (d) any purchaser in accordance with Section 9.4 of this Agreement.













OPERATING AGREEMENT- Page 17
<PAGE>
         9.3 CONDITIONS ON PERMITTED TRANSFERS. A transfer shall not be treated
as a permitted transfer under Section 9.2 of this Agreement unless and until the
following conditions are satisfied:

         A. Except in the case of a transfer of a Member's Ownership Interest at
death or involuntarily by operation of law, the transferor and the transferee
shall execute and deliver to the Company such documents and instruments as may
be necessary or appropriate to effect such transfer and to confirm the agreement
of the transferee to be bound by the provisions of this Agreement. The Company
shall be reimbursed by the transferor and/or transferee for all costs and
expenses that it reasonably incurs in connection with such transfer.

         B. Except in the case of a transfer of a Member's Ownership Interest at
death or involuntarily by operation of law, the transferor shall furnish to the
Company an opinion of counsel that the transfer will not cause the Company to
terminate for federal income tax purposes or under the Act.

         C. The transferor and the transferee shall furnish the Company with all
information reasonably necessary to permit the Company to file all required
federal and state tax returns and other legally required information statements
or returns. The Company shall not be required to make any distributions
otherwise provided for in this Agreement with respect to any transfer until it
has received such information.

         D. Except in the case of a transfer of a Member's Ownership Interest at
death or involuntarily by operation of law, the transfer of the Member's
Ownership Interests shall be either registered under the Securities Act of 1933,
as amended, and any applicable state securities laws or, in the opinion of
counsel to the Company, such transfer is exempt for such registration.

         9.4 RIGHT OF FIRST REFUSAL. Except as permitted by Section 9.2 of this
Agreement, a Member may not transfer all or any portion of his/her Ownership
Interest ("Offered Interest") unless such Member ("Seller") first offers to sell
the Offered Interest pursuant to the terms of this Section 9.4.

         A. LIMITATIONS ON TRANSFERS. No transfer may be made under this Section
9.4 unless the Seller shall offer all of the Seller's Ownership Interest for
sale to the Company. The Company shall have thirty (30) days to exercise its
first right to purchase the Offered Interest from the date of receipt of written
notice from the Seller that the Seller desires to sell the Offered Interest. If
the Company does not exercise its right to purchase the Offered Interest within
the thirty (30) day period, the remaining Members shall have an additional
thirty (30) days thereafter within which to purchase their proportionate share
of the Offered Interest. A Member's proportionate share is equal to that
percentage which the Ownership Interest of the Member at such date shall bear to
the total Ownership Interests owned by the other Members. The purchase price and
payment thereof for the Offered Interest purchased under this Section 9.4 shall
be in accordance with Section 9.4(d) of this Agreement. If the Company and the
non-selling Members do not elect to purchase all of the Offered Interest, then
the Seller may sell the Offered Interest to any other third party at the same
price and on the same terms and conditions as the original offer to the Company.
Such third party purchaser will be required to execute the counterpart copy of
this Agreement, as amended, pursuant to which such purchaser agrees to be bound
by this Agreement.




OPERATING AGREEMENT- Page 18
<PAGE>
         B. PURCHASE PRICE. The purchase price for any Offered Interest
purchased under this Agreement shall be its book value as of the last day of the
previous accounting year immediately prior to the year in which the purchase
occurs. For the purposes of this Agreement, the book value of the Offered
Interest shall be determined by an accountant employed by Company in accordance
with the generally accepted accounting principles consistently applied. Goodwill
and other intangible property shall be deemed of no value and shall not be taken
into consideration. Current accounts receivable shall be taken at face value,
less an allowance for bad debts. Federal, state and municipal taxes and
assessments shall be proportioned and charged as a liability as of the end of
such year.

         C. PAYMENT OF PURCHASE PRICE. Payment of the purchase price shall be by
cash in a sum equal to ten (10%) percent of the total purchase price, which sum
shall be payable upon the determination of the purchase price of the Offered
Interest. The balance of the purchase price shall be paid in twelve (12) equal
monthly installments. The first monthly installment shall be paid thirty (30)
days from the date of the original payment, and the remaining monthly
installments shall be paid on the same day of each month thereafter, until the
purchase price is paid in full. In addition to the above payments, the Company
or the purchasing Member(s) shall pay, on the date each of the above payments
are made, accrued interest on the unpaid balance of the purchase price from the
date of payment. Interest shall commence on the date of the original payment and
shall be paid at a rate of six percent (6%) per annum. All or any portion of the
purchase price may be prepaid at any time, without any prepayment penalty.

         D. INSURANCE. The Company may apply for a policy of insurance on the
life of each Member to enable the Company to purchase any Offered Interest. Each
Member agrees to do everything necessary to cause a policy of life insurance to
be issued pursuant to such application. The Company shall be the owner of any
policy or policies of life insurance acquired pursuant to the terms of this
Agreement. If any Member sells all his/her Ownership Interest during such
Member's lifetime or if the Company is dissolved as provided in Section 11 of
this Agreement, or if the Member ceases to be a Member pursuant to Section 10 of
this Agreement, such Member shall have the right to purchase any policy or
policies insuring such Member's life that are owned by the Company. The purchase
price for the life insurance policy or policies shall be the interpolated
terminal reserve value of such policy or policies as of the date of sale, less
any existing indebtedness against such policy or policies, plus that portion of
the premium or premiums on such policy or policies paid prior to the date of
sale which cover a period beyond the date of sale. Such right of purchase must
be exercised by the Member within thirty (30) days after such sale of his/her
Ownership Interest or the termination of this Agreement. Upon exercise of such
right, the insured Member shall deliver the purchase price for the life
insurance policy or policies to the Company, and the Company shall
simultaneously execute and deliver to the Member all the documents that are
required to transfer ownership of the policy or policies. If such right of
purchase is not exercised within such 30-day period, the Company may make
whatever disposition of the life insurance policy or policies it shall deem
proper.








OPERATING AGREEMENT- Page 19
<PAGE>
         9.5 ACCEPTANCE OF TRANSFEREE AS A NEW MEMBER. A transferee may be
admitted to the Company as a new member with all of the rights of a Member only
upon satisfaction of all of the following conditions:

         A. The transferee shall become a party to this Agreement as a Member by
executing such documents and instruments as the Company may reasonably request
as may be necessary or appropriate to confirm such Transferee as a Member and
such transferee's agreement to be bound by the terms and conditions of this
Agreement.

         B. The transferee shall pay or reimburse the Company for all reasonable
legal cost that the Company incurs in connection with the admission of the
transferee as a Member.

         C. ORS 63.185(4) shall not apply in the event of the admission of a new
member.

         9.6 DISTRIBUTIONS AND ALLOCATIONS REGARDING TRANSFERS. If a Member's
Ownership Interest is transferred during any fiscal year of the Company in
compliance with the provisions of this Agreement, profits, losses and all other
items attributable to such Ownership Interest for such fiscal year shall be
divided and allocated between the transferor and the transferee by taking into
account their varying interests during such fiscal year in accordance with
applicable provisions of the Internal Revenue Code of 1986, as amended. All
distributions on or before the date of a transfer shall be made to the
transferor and all distributions thereafter shall be made to the transferee.
Solely for purposes of making such allocations and distributions, the Company
shall recognize such transfer not later than the end of the calendar month
during which it is given notice of such transfer. The Company shall not incur
any liability for making allocations and distributions in accordance with the
provisions of this Section 9, whether or not the Company has knowledge of any
transfer.

                                   ARTICLE 10
                              CESSATION OF A MEMBER

         10.1 CESSATION. A person shall cease to be a Member upon the happening
of any of the following events:

         A. The withdrawal of a Member pursuant to Section 10.2 of this
Agreement;

         B. The expulsion of a Member pursuant to Section 10.3;

         C. The bankruptcy of a Member;

         D. The death of a Member or the entry of an order of a court of
competent jurisdiction adjudicating the Member incompetent to manage the
Member's person or estate;

         E. The transfer of Member's entire Ownership Interest and the
acceptance of the transferee as a new member.






OPERATING AGREEMENT- Page 20
<PAGE>
         10.2 WITHDRAWAL. A Member may not voluntarily withdraw from the
Company, unless such withdrawal is with the consent of the other Members and
shall result in the transferee being deemed a new member.

         10.3 EXPULSION. A Member may be expelled from the Company upon a
determination by the Members that the Member has been guilty of wrongful conduct
that adversely and materially affects the business of the Company, or has
willfully and persistently committed a material breach of this Agreement, or
otherwise breached a duty owed to the Company or the other Members, to the
extent that it is not reasonably practicable to carry on the business affairs of
the Company with the Member. An expelled Member shall be treated as having
withdrawn voluntarily from the Company on the date of the expulsion
determination.

         10.4 RIGHTS UPON CESSATION. In the event that any person ceases to be a
Member for any reason other than set forth in Section 10.1(e) of this Agreement,
the following shall apply:

         A. The Person shall be treated as a transferee from the date of
cessation until such time as the person has received all distributions to which
the person is or may be due under this Agreement;

         B. If the cessation is a Dissolution Event and the business and affairs
of the Company are wound up under Article 11 of this Agreement, the person shall
be entitled to participate in the winding up of the Company to the same extent
as any Member except that any distributions to which the person would be
entitled shall be reduced by the damages sustained by the Company as a result of
the dissolution and winding up.

                                   ARTICLE 11
                           DISSOLUTION AND WINDING UP

         11.1 COVENANT NOT TO CAUSE DISSOLUTION. Except as otherwise permitted
by this Agreement, each Member hereby covenants and agrees not to take any
voluntary action that would cause the Company to dissolve and notwithstanding
any provision of the Act, the Company shall not dissolve prior to the occurrence
of a dissolution event ( "Dissolution Event").

         11.2 DISSOLUTION EVENTS. The Company shall dissolve and commence
winding up and liquidating upon the first to occur of any of the following
Dissolution Events:

         A. The unanimous vote of Members to dissolve, wind up, and liquidate
the Company;

         B. The sale of all or substantially all of the assets of the Company;

         C. The happening of any other event that makes it unlawful, impossible
or impracticable to carry on the business of the Company;

         D. The happening of any event that causes a Member to cease to be a
Member.






OPERATING AGREEMENT- Page 21
<PAGE>
         Notwithstanding anything in the Act to the contrary, the foregoing are
the exclusive events which may cause the Company to dissolve, except for events
which may cause judicial or administrative dissolution under the Act.

         11.3 CONTINUATION. Upon the occurrence of any Dissolution Event set
forth in Section 11.2 of this Agreement, the Company shall not be dissolved or
required to be wound up if, within one hundred twenty (120) days after such
event, Members will aggregate Ownership Interests in excess of 50% agree to
continue the business of the Company. Unless such an election is made within the
120-day period, the Company shall wind up its affairs in accordance with Section
11.4 hereof.

         11.4 WINDING UP. Upon the occurrence of a Dissolution Event, the
Company shall continue solely for the purposes of winding up its affairs in an
orderly manner, liquidating its assets and satisfying the claims of creditors
and Members, and no Member shall take any action that is inconsistent with, or
not necessary to or appropriate for, the winding up of the Company's business
and affairs. To the extent not inconsistent with the foregoing, all obligations
in this Agreement shall continue in full force and effect until such time as the
Company's assets have been distributed pursuant to this Section 11.4. The
Manager(s) shall be responsible for overseeing the winding up and dissolution of
the Company, shall take full account the assets and liabilities of the Company,
shall cause the Company's assets to be liquidated as promptly as in consistent
with obtaining the fair value thereof and shall cause the proceeds therefrom, to
the extent sufficient therefor, to be applied and distributed in the following
order:

         A. First, to the payment and discharge of all of the Company's debts
and liabilities to creditors other than Members;

         B. Second, to the payment and discharge of all of the Company's debts
and liabilities to Members;

         C. Third, 100% to the Members in proportion to their Ownership
Interest.

         11.5 RIGHTS OF MEMBERS. Except as otherwise provided in this Agreement,

         A. each Member shall look solely to the assets of the Company for the
return of contributions and shall have no right or power to demand or receive
property other than cash from the Company, and

         B. no Member shall have priority over any other Member as to the return
of contributions, distributions or allocations.

         11.6 NOTICE OF DISSOLUTION. In the event a Dissolution Event occurs or
an event occurs that would result in the dissolution of the Company, the
Manager(s) shall, within 10 days thereafter, provide written notice thereof to
each Member and to all other parties with whom the Company regularly conducts
business, as determined in the discretion of the Manager(s).








OPERATING AGREEMENT- Page 22
<PAGE>
                                   ARTICLE 12
                                   AMENDMENTS

         The Members may amend or repeal the provisions of this Agreement by
unanimous action. Any amendment shall be set forth in writing, or by action
taken at a meeting of Members called for that purpose. This Agreement may not be
amended or repealed by oral agreement of the Members.

                                   ARTICLE 13
                                  MISCELLANEOUS

         13.1 GOVERNING LAW. This Agreement shall be governed by Oregon law.

         13.2 SEVERABILITY. If one or more of the provisions of this Agreement
is held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

         13.3 THIRD-PARTY BENEFICIARIES. The provisions of this Agreement are
intended solely for the benefit of the Members and shall create no rights or
obligations enforceable by any third party, including creditors of the Company,
except as otherwise provided by applicable law.

         13.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         13.5 TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

         13.6 NOTICES. All notices required or permitted to be given under this
Agreement shall be in writing. Notices may be served by certified or registered
mail, postage pre-paid with return receipt requested; by private courier,
prepaid; by facsimile or other telecommunications device, or personally. Mailed
notices shall be deemed delivered five (5) days after mailing, properly
addressed. Notices by courier shall be deemed delivered on the date that the
courier warrants that delivery occurred. Telecommunications notices shall be
deemed delivered when receipt is confirmed by confirming transmission. Unless a
party changes its address by giving notice to the other party as provided
herein, notices shall be delivered to the parties at the addresses set forth on
the signature page of this Agreement.

            13.7 ARBITRATION. If any controversy or claim arising out of this
Agreement cannot be settled, the controversy or claim shall be settled by
arbitration in accordance with the rules of the American Arbitration Association
or Arbitration Services of Portland, Inc., which ever organization is selected
by the party which first initiates arbitration by filing a claim in accordance
withe rules of the organization, as then in effect, and judgment on the award
may be entered in any court having jurisdiction. Nothing herein shall prevent a
Member or the Company from resort to a court of






OPERATING AGREEMENT- Page 23
<PAGE>
competent jurisdiction in those instances where injunctive relief may be
appropriate or for purposes of expelling a Member.

         13.8 ATTORNEYS' FEES.

                  If any suit or action arising out of or related to this
Agreement is brought by any party, including an arbitration proceeding under
Section 13.7 of this Agreement, the prevailing party shall be entitled to
recover its costs and fees, including reason attorneys' fees, incurred by such
party in such suit or action, including any appellate proceeding.

         13.9 AMENDMENTS AND WAIVERS.

                  Any provision of this Agreement may be amended and the
observance of any provision may be waived only with the written consent of the
Company and the Members.

         13.10 ENTIRE AGREEMENT.

                  This Agreement and the other documents to be furnished
pursuant to this Agreement embody the full and entire understanding and
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements with respect to the subject matter hereof. There
are no restrictions, promises, representations, warranties or undertakings other
than those expressly set forth or referred to in this Agreement.

SMOG CENTERS OF CALIFORNIA,  LLC

By:_________________________________
     Stephen D. Wilson, Manager

MEMBER:

CALIFORNIA CLEAN AIR, INC.

By:_________________________________
     Stephen D. Wilson,  President

OPERATING AGREEMENT- Page 24

<PAGE>
                                    EXHIBIT A

                              MEMBER CONTRIBUTIONS

NAMES AND ADDRESSES                AMOUNT                     OWNERSHIP INTEREST

California Clean Air, Inc.
10345 SW 69th Ave.
Tigard, OR 97223                                                      100%

<PAGE>
EXHIBIT 4.0
                                                               Preferred Stock
 Number                                                            Shares
  201
                                                               SEE REVERSE FOR
Incorporated under the Laws of the State of Nevada           CERTAIN DEFINITIONS

                                                        CUSIP___________________

                           CALIFORNIA CLEAN AIR, INC.
                          Authorized Shares 20,000,000


This certifies that _______________________________________ is the record holder
of ___________________________________ fully paid and non-assessable shares of
Preferred Stock, par value of $.001 per share of California Clean Air, Inc.
transferrable on the books of the Corporation by the holder hereof, in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

         Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

DATED:

/s/ STEVEN D. WILSON                 [SEAL]                /s/ STEVEN D. WILSON
      Secretary                                                  President

                           Countersigned and registered
                           OTR, INC.
                           1000 SW BROADWAY (SUITE 920), PORTLAND, OREGON 97205
                                                   Transfer Agent and Registrar
                           By:_________________________________________________
                                                           Authorized Signature

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                Common Stock
 Number                                                            Shares
  1500
                                                               SEE REVERSE FOR
Incorporated under the Laws of the State of Nevada           CERTAIN DEFINITIONS

                                                        CUSIP___________________

                           CALIFORNIA CLEAN AIR, INC.
                          Authorized Shares 200,000,000


This certifies that _______________________________________ is the record holder
of ___________________________________ fully paid and non-assessable shares of
Common Stock, par value of $.001 per share of California Clean Air, Inc.
transferrable on the books of the Corporation by the holder hereof, in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

         Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.

DATED:

/s/ STEVEN D. WILSON                 [SEAL]                /s/ STEVEN D. WILSON
      Secretary                                                  President

                           Countersigned and registered
                           OTR, INC.
                           1000 SW BROADWAY (SUITE 920), PORTLAND, OREGON 97205
                                                   Transfer Agent and Registrar
                           By:_________________________________________________
                                                           Authorized Signature