ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;







            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The officers and directors of the company are as follows:

NAME                        AGE     POSITION

Roger L. Butterwick         56      President, Chief Financial Officer,
                                    Treasurer and Director
Mark R. Jensen              37      Secretary, Vice President and Chief
                                    Technology Officer
James Kaiser                58      Director
David Livingston            68      Director
R. Gary McCauley            59      Director
L. David Sikes              60      Director
A. Marvin Strait            68      Director









The term of office of each director of our company ends at the next
annual meeting of our stockholders or when such director's successor is elected
and qualifies. No date for the next annual meeting of stockholders is specified
in our Bylaws or has been fixed by the board of directors. The term of office of
each officer of our company ends at the next annual meeting of our board of
directors, expected to take place immediately after the next annual meeting of
stockholders, or when such officer's successor is elected and qualifies.


ROGER L. BUTTERWICK has been the President and a director of our
company since December 8, 1999, our Treasurer since April 2, 1999 and Chief
Financial Officer since August 1, 2001. Prior to joining our company, Mr.
Butterwick devoted the majority of his time as a partner in Cambridge Management
Associates, LLP, an organization in the business of structuring and securing
financing for developing organizations. Previously, Mr. Butterwick was an owner
of Lehman, Butterwick & Company, P.C., a large local certified public accounting
firm located in Denver, Colorado. In addition, he has been involved with the
finance and mortgage banking industries. Mr. Butterwick received his Bachelor of
Science in Business Administration from the University of Denver. He is a member
of the American Institute of CPA's


MARK R. JENSEN has been our Chief Technology Officer since March 2000.
He is responsible for all operations that relate to our Internet initiatives.
Mr. Jensen joined us from NDSCo.com, a privately-held Internet automotive
remarketing company that we acquired in March 2000. As acting chief operations
officer, he managed NDSCo.com's business operations from April 1999 to March
2000. Mr. Jensen founded The Deanox Group, Inc. in 1989 and operated that
company until 1998. As a privately-held company in Logan, Utah, The Deanox Group
provided computer software, hardware, and consulting services to customers
desiring to apply computer technologies to their business operations. Mr. Jensen
has been a frequent speaker and trainer for groups and academic forums including
the State of Utah, Utah State University, Bernina of America, Weber State
College, Mountain West Center for Regional Studies, Utah State Continuing
Education Department, and the Office of the Governor for the State of Utah.


JAMES KAISER has been a director since November 2000. Mr. Kaiser has
been the chairman, chief executive officer, and a director of Avenir Partners
Inc., a privately-owned franchised automobile dealership located in Memphis,
Tennessee, since December 1998. He has also been the president of Kaiser
Services, LLC, a business development company, located in Manhattan Beach,
California, since 1998. From 1994 to 1996, Mr. Kaiser was the president, chief
executive officer, and a director of Quanterra Inc., a subsidiary jointly owned
by Corning Inc. and International Technology Inc., engaged in the business of
environmental testing laboratories and located in Denver, Colorado. Mr. Kaiser
serves as a director of the following public companies: Sunoco, Inc. since 1993;
and The Mead Corporation since 1995.


DAVID LIVINGSTON has been a director since November 2000. Since
December 1995, Mr. Livingston has been the managing partner of The Corporate
Development Group, a private firm located in Mission Viejo, California offering
corporate development and investment banking services. He was the executive vice
president of



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the Bank of New Mexico (a Western Bancorporation/First Interstate Bancorporation
bank) from 1962 to 1970 and chairman, chief executive officer, and a director of
First National Bank of Albuquerque from January 1970 to March 1975. During his
career, Mr. Livingston has served on numerous boards for corporate, civic, and
charitable organizations. He is also the current chairman of David Livingston &
Associates, Inc., dba Pacific-Southwest Capital Group since 1975.


R. GARY MCCAULEY has been a director since November 2000. Since 1964,
he has owned and/or operated a number of private businesses. Mr. McCauley has
been the owner, developer, and manager of retail shopping centers in Florida and
Colorado since 1986. In addition, since 1972, he has held oil and gas interests
through D&G Enterprises, a private company co-owned by him. He has owned and
been the president and/or general manager of various automobile dealerships from
time to time: Scott Toyota, Inc., Scottsdale, Arizona (1998-2000); McCauley
Mazda, Phoenix, Arizona (1989-1990); McCauley Oldsmobile/Honda, Colorado
Springs, Colorado (1977-1990); McCauley Volkswagen, Albuquerque, New Mexico
(1966-1977); and McCauley Volkswagen, Yuma, Arizona (1964-1966). From 1979 to
1990, Mr. McCauley was the co-founder and an officer of Sunwest Life Insurance
Co., which provided life, accident, health, and extended warranty insurance
products to over 50 automobile dealerships in the western United States.


L. DAVID SIKES has been a director since November 2000. From March 1995
through June 2001, Mr. Sikes was the Chairman of the Board and chief executive
officer of Ramtron International Corporation, a publicly owned specialty
semiconductor company located in Colorado Springs, Colorado. He is presently the
Chairman of the Board of Ramtron. Mr. Sikes was president and chief executive
officer of the U.S. operations of ASM International N.V., a public semiconductor
company domiciled in the Netherlands, from January 1990 to July 1992. His
background also includes management positions with the following: vice president
for the semiconductor product sector of Motorola, Inc., Phoenix, Arizona, from
June 1984 to June 1987; an executive for National Semiconductor Corporation,
Santa Clara, California, from July 1972 to January 1974; and an engineering
management position for Eastman Kodak Company, Rochester, New York, from July
1963 to January 1967.


A. MARVIN STRAIT has been a director since November 2000. Mr. Strait
has been in the practice of public accountancy under the name of A. Marvin
Strait, CPA, since June 1994. He specializes in litigation support and performs
other financial consulting services. Mr. Strait was previously the managing
partner and later chairman with Strait oKushinsky and Company, P.C. in Colorado
Springs, Colorado, from October 1977 to May 1993. Mr. Strait was a past chairman
(1987-1988) and served on the board of directors (1983-1989) of the American
Institute of Certified Public Accountants. He received the AICPA Gold Medal for
Distinguished Service in 1992. Mr. Strait currently serves as a director of the
following: Whitman Education Group, Inc., a publicly-held company based in
Miami, Florida, since late 1998; and, Colorado Technical University, a private
university with campuses in Colorado and South Dakota, since 1990. Mr. Strait is
also a member of the Community Advisory Board of Western National Bank, a
privately held bank located in Colorado Springs, Colorado.