GEMS will exist to organize and manage human resources, utilize local resources, re-introduce authentic technologies, and stimulate economic interrelationships which promote diversification from traditional economic activities.

Our formula focuses on the implementation of a Trade Resource Network Economy that will host a future breed of Earth Safe emerging Technologies. This type of infrastructure will allow for the creation of a cross-functional framework linking rural enterprise development with urban market centers in such a way as will result in higher and more equitable levels of living for the producing network.

The cost range of developing GEMS INC. depends on many factors. The next development phase – the GEMS Business Plan – will address overall development cost factors in detail. Initial operating cost and product sales projections – as well as Business Plan development costs – are discussed in the Development section of this proposal.

While this proposal does outline the many types of developments possible with GEMS the value of this content in the market place – i.e. the potential ROI (Return-On-Investment) of the GEMS – is too complex for this proposal, and will be addressed in the Business Plan. Suffice it to say that GEMS Enterprises will be designed, built, and operated as a business – one with noble goals and positive community impact, but also earning a profit within a reasonable period of time.

While initially GEMS will be a private enterprise it will require input and resources of multiple investors and agencies. Currently we are offering a equity position to an investor/investors with surplus capital and a high level of interest in advanced sustainable technology development. (see Appendix A)

It is our intent to provide an invaluable service to the sovereign nations of the world and give birth to a network of sustainable developments and economic opportunities that insure the continuation of our planet’s life support systems. GEMS has been created to be a leader in the new economy of idea's and information, we will utilize our intellectual radar and technological expertise to actively implement the revolutionary change for betterment of the whole.

License, Sales and Distribution-

GEMS is proud to announce our involvement in the exclusive global licensing rights to a highly sustainable, highly efficient intensive food production system known as Aquaculture/Aquaponic Technology.

GEMS will offer services internationally in the area of Aquaculture /Aquaponic and fisheries consultation. The marketing of turnkey, Intensive Aquaponic systems is a potential multi-billion dollar market, strategy is a key factor to the implementation of these particular Aquaponic systems.

The proposed production system will be the state-of-the-art intensive indoor, recirculating system which permits intensive and efficient Aquaculture through a computerized monitoring and environmental control system complete with hydroponic greenhouses, which comprise the water filtration system and provide plant production facilities.

The principal Aquaponic consultant, who owns the state-of-the-art production technology, is Global Aquatics, LTD. They have been involved with Aquaculture research and development for 30 years and have conducted extensive research into closed-loop Aquaculture and, as a result have developed a 'High Tech' production systems and management programs. Global Aquatics, LTD. will be responsible for implementation of all turnkey projects.

GEMS will manage and market the master license of Global Aquatic, Ltd.

production systems. GEMS will be offering limited license rights to international agencies worldwide and the sale and services of Global Aquatic production systems. A detailed pricing strategy and marketing plan will be explained in the Business Development Plan-Next Phase

The sales division of GEMS will be operating at a sliding scale profit between $100,000 to $150,000 per production system based on feasibility factors.

We are proud to present this descriptive material on a new energy technology that has been in high level research and development in Canada, the UK, the US and Hungary for over 15 years. The inventor, Dr. Szabo of Budapest, Hungary is being recommended for a Nobel Prize for this invention.

This unique source of energy does not require fossil fuels or solar energy as a source to generate electricity. It is a proven technology known as Energy-By-Motion (EBM).

Energy-By-Motion is a renewable, clean and inexpensive energy resource, which utilizes magnetic flux as a fuel source and is now commercially viable. EBM is a uniquely configured rotating machine which can be used for simultaneous electrical and heat energy production using state-of-the-art commercial materials, such as laminated electro steel, copper windings, bearing, insulating materials shafts structural steel and so on similar in many ways to current large commercial motors or generators.

This similarity ends, however, when one measures the combined electrical and heat output while being rotated through the EBM magnetic field. The unique geometry of the EBM machine appears to be responsible for its capability to produce energy out of the employed electromagnetic fields, such as fluxes which are present around and inside all "ordinary" permanent or electromagnets. The electrical power and heat energy that are produced from this process can be used in the traditional ways, as well as to manufacture hydrogen, desalinate sea water and to transport the same over large distances, to power and/or heat greenhouses, and so on. We feel this invention will encourage many new ways of utilizing renewable energy.

EBM technology uses readily available materials and relies on existing manufacturing processes. It is non-nuclear, non-toxic, emits no noise or substances, and is 100% environmentally friendly. The energy is a function of the mass of inexpensive laminated steel in the unit. The larger the mass, the larger the output.

The actual mechanism of the physics involved in this energy production is proprietary information.

Aliqwel/Garcia & Associates along with GEMS are under negotiations with Global Eagle Energy, Dr. Szabo and his organization, Gamma, Inc. to offer exclusive rights to sell or lease and distribute these EBM systems and/or units and/or Services within various geographical regions throughout the world. The license fee for the exclusive rights to sell or lease and distribute these EBM Systems and/or Services within a designated territory or country is based on population.

The cost to produce electrical power using EBM technology is approximately 2 US. cents/kW-hr with a typical industrial electricity user paying 8 to 10 cents to the local utility. At isolated location, such as islands, deserts, northern mines and ski resorts, the power rate can exceed 15 cents/kW-hr. Incidentally, for approximately thirty years, Dr. Szabo had a consulting firm, which assisted in establishing the power rate structure for many public utility agencies in North America.

To Purchase License (based on population)

5 million population..........$15 million dollars

10 million population........$30 million dollars

10 MW and under.............$1.5 million per MW

15 MW...............................$ 1.25 million per MW

20 MW and above..............$ 1 million per MW

In addition to the above costs, there is a royalty of 10% annual sales derived from EBM products, leases, rents and services payable to Dr. Szabo.

The electric revolution is here and the business is electricity generation. Power is every bit as big a business as telecoms. America's $220 billion electricity market is larger than those for cellular and long -distance telephony combined. The arrival of competition in telecoms led to furious investment and innovation, helping to give rise to the digital economy. Centralized control gave way to such anarchic technologies as the mobile phone and the internet. A similar shift is starting in electricity, thanks to market liberalization (The deregulation of electricity markets), environmentalism (The decrease usage of fossil fuels) and technological advance (renewable energy micropower plants and generators). The monopolies that run large, dirty power plants are facing new competition from rivals with smaller and cleaner technologies. The results will be lower prices for consumers cleaner power sources for the environment and more capacity to satisfy the worlds ever growing demand for electricity.

For the first time in the history of the United States, electricity buyers have a choice. Policy-makers are deregulating the electric industry, California, Pennsylvania, New Jersey, Maryland, Delaware and Massachusetts have embraced deregulation. In states that are not yet deregulated, utilities are now offering clean power to improve their images in anticipation of deregulation. About 56% of electricity in the U.S is generated by coal-fired plants that produce the world's most notorious greenhouse gas: carbon dioxide. Much of the rest of the electricity mix comes from the other unfriendly producers: gas fired units, which also release carbon dioxide; nuclear reactors, which spawn nuclear waste; and hydroelectric plants, many of which are ill-equipped to allow fish to pass unharmed through their giant turbines.

Over time the object is to change the mix so that there are fewer and fewer coal and gas plants and more micropower plants and generators that produce renewable energy to a network of microgrids.

4.2 Market Strategy

Global Ecological Management Systems (GEMS) was founded to help develop and manage untapped human, soil, water and plant resources through the development and implementation of responsive appropriate sustainable production technology and sustainable enterprise development.

Sustainable development - Socially responsible companies

(responsible to consumers and the planet)

At the point of economical crisis due to unqualified economic development causing the over stress on earth's life support systems, GEMS will move with certainty into the new economy with development in the market rich earth safe industry. Our success relies on keeping our clients on the bleeding edge of appropriate technologies and social trends. Since the shift already happened the new economies are merging out of the industrial holocaust and into the next seven generations with low-impact pollutant free EarthSafe technologies. The future of our global economy will be to protect and preserve our planets’ life-support systems. This will be a paradigm shift in our perception and values on how we as earth conscience citizens store our wealth.

A detailed description of our cause brand equity fund will be outlined in the GEMS business plan.

The GEMS Business Plan will contain detailed revenue projections for all markets in which GEMS will compete: the aquaculture fish and produce market – renewable energy, etc. – and the information services market.

GEMS revenue projections are based on three years sales of procured technology (Global Aquatics, EBM), and services provided.

Briefly outlined are projected sales and increase of single sale unit levels along with revenue potential for the units that GEMS initially offers. These projections show the market potential for intended technologies GEMS procures and represents at start-up.

Projected sales of GEMS products and feasibility services for the first 3 years.

*This chart does not show the sales of sub licenses that gems will be involved in during this time. More detailed outline will be in GEMS business plan

**These projections are strictly selling the technology and feasibility services. The network capital investment offerings and Information Technology services projections will be introduced at a later date when GEMS business plan is completed.

The three year timeline begins 1 month after start-up while GEMS sales and marketing development will be first to capitalize on current market opportunities.

Revenue projections will be revised and updated as GEMS business plan is developed and Acquires new technologies under its Umbrella.

GEMS website will host information technologies and energy-trade products and services. The site will feature information on renewable energy and strategies that weave together climate, food production, building design, soil, water, energy management and social systems. This will be the first development phase of our TradeEcosystemNetwork an online trade and information network for renewable energy surplus and Earth Safe technologies.

Food Accommodation's $750. $12,250.

Global Aquatic License (initial payment) $50,000.

2nd payment within 1 month of procurement $50,000. $100,000.

(3) Desk Top Computers $9,000.

(3) Laptops $13,000.

(3)Hand held digital notepad $1,200.

(1)CD burner $600.

(1)Laser Printer $2,500.

(1)Scanner $600.

Programs $2,000.

(2)Portable pH Meter $600.

(1)Drum Pump $2,000.

(2)Digital still cameras $1,600.

(2)Digital camcorders $5,000.

(1)Hard line Phone $50.

(1)Fax Machine $500.

(3)Wireless Phones $1,200. $39,850.

Office rent $9,000.

Electric utility $600.

(1)Main Phone line set up & service $1,300.

(1)Fax line set up & service $700.

(3)DSL internet service lines $810.

(3)Wireless Phone service $2,400.

(3)Wireless web service $540.

Freelance Payroll $20,000.

Misc. Fund $10,000. $45,350

Letterhead, envelopes, Bus. Cards $2,000.

4-color Company Brochure $2,000. $4,000.

Preliminary plan cost $7,000.

Salaries for 3 principals (6 months) $72,000.

Sub contract firm for market analysis $28,000. $107,000.

Booth at trade show $2,600.

Marketing promotional materials $5,000.

Travel, lodging (3 principles 4 days) $2,000. $9,600.

Marketing expenses $3,000.

Travel to reservations $4,000. $7,000.

Booth at trade show $2,800.

Marketing promotional materials $10,000.

Travel, lodging (3 principles 4 days) $3,000. $15,800.

Marketing expenses $10,000.

Travel to reservations $10,000. $20,000.

GEMS headquarters set-up $14,000.

U.S. headquarters set-up $14,000.

Electric utility $900.

(5)Phone line set up & service $4,000.

(1)Fax line set up & service $1,100.

(3)DSL internet set up & service $1,200.

Office phones $400.

Office furniture $3,500.

Wireless phone service $3,000.

Website development $20,000.

Wireless web service $900.

(1)Digital storage $3,000.

(2)Office computers office $6,000.

(1)Laptop - marketing $3,000.

Remaining principal salaries $72,000.

Administrative salaries $30,000. $177,000.

Marketing $25,000. $25,000.

Travel & lodging to international locations $35,000. $35,000.

Management will be a key factor in the GEMS infrastructure. We will establish, in the business plan, what types of management and staffing requirements will be needed for our global enterprise.

The following principals of GEMS Enterprises are also the primary planners of this preliminary proposal.

Mendoza has been producing ,directing, and designing all forms of media since 1986. He was publisher of Home & Office magazine, Senior Designer of Inside Design Communications and art director of the San Francisco Nose magazine. In 1990 he co-founded Tarzan Studios a multimedia development company, where he developed award-winning software applications for Pacific Bell, and Getz International Travel. After several years of content development and information design Mendoza and his Chumash business partner Paul Garcia have founded Aleqwel/Garcia & Associates a information technology start-up specializing in information technology and energy-trading, they offer consulting, technology and design services.

Aleqwel developed a California Native immersion curriculum for the Viejas Indian Reservation and was project director for the Viejas Cultural Education program.

Mendoza was selected as a delegate to speak at the 1st annual Indigenous business and economic development conference in Cairns, Australia .

Aleqwel has also been a featured panel speaker at the Jackson Hole Wildlife Film Festival. The panel, made up of representatives from National Geographic, The Discovery Channel, Time-Warner, 3DO, WGBH , GTE ImagiTrek and the BBC. He discussed issues of interactive content development and media integration for natural history and wildlife producers.

Most recently he spoke at the American Indian film and finance forum, he discussed issues on tribal and non-tribal funding for Native American media projects.

Dawud Said holds a PHD in Soil Physics and International Agricultural development, from UC Riverside and a Bachelor of Soil and Plant Science from UC Berkeley. Dawud has 30 years of Soil Physics experience, he will contribute a innovative role as integrator-scientist, integrating relevant knowledge into packages of improved technology which, when implemented, will establish a strategic balance between

anthropic activities and human and environmental health.

(Curriculum Vitae available upon request)

Garcia has been involved in business and business management for over 11 years for national and local companies. He was a business manager for Kinko's Copies Corporation for years and developed new systems of operations and facilitating protocols for more efficient, more profitable business practices and operations. Garcia was invited to attend and speak at Kinko's corporate office on strategies for higher profit margins with innovative sales techniques for the developing fast print industry.

He then was offered a sales director position for a local, fast print company. In which he developed sales strategies for smaller business to compete with national companies, in the area of utilizing technology and presentation to stay ahead of the bigger competitors. Proven successful in this area for 2 years, Paul moved on to develop his own company with Aleqwel Mendoza.

Aleqwel/Garcia & Associates which is involved in strategic planning and market implementation for EarthSafe technologies through the "TradeSystemNetwork'.

Currently, Paul & Aleqwel are working with Earth Safe Technologies to bring about a conscious shift in the global consumption market towards a harmonious existence between human and environment. Market approach, economic feasibility and profitability are major components to their strategy of implementation.

The current phase ends with the completion and submission of this proposal.

This section outlines the main elements which will be developed for and incorporated into the GEMS Business lan - the end result of the next phase. The goal of GEMS’ Business Plan is to present enough detailed information on GEMS for prospective Tribal and International enterprise development partners. The plan will contain the following:

• Revised Text

The GEMS’ Business Plan will contain both new information and more developed versions of the ideas presented in this proposal. These revisions will be based partly on substantial research to be performed in the next phase, and partly on a series of development meetings to be held between board of directors

and Investor/Investors. Location and dates of meetings (TBD).

• Complete Market Analysis

This document - to be commissioned and developed in conjunction with a leading market research firm (TBD) - will examine major aspects of the renewable sustainable technology enterprise development market, with a special emphasis on global food and energy production markets, and also research unique market opportunities for a Global Ecological Management Enterprise. Some of the specific issues to be covered in this report are as follows:

• overall industry growth, by class of service

• demand for earth safe enterprise development

• number and success of recent green company start-ups

• new technologies and products

• growth of sustainable food and renewable energy production in global market

• viability of a working network of food and energy production with online B2B Network

• profiles of dominant and emerging industry leaders

• feasibility study for energy service provider

and EarthSafe IPO's

• Infrastructure Model

A comprehensive flow chart and explanation of GEMS internal operations from research to representation and development to management. All subcontractors and developers will be listed in the internal chain of operations. The infrastructure model will allow us to analyze and refine our internal operations for proper management of all aspects and business GEMS is involved in.

• Network Enterprise Investment

A plan for a micro grid network of facilities will be developed for a higher yield in production and a larger share of the market.

• International Sales Campaign

A strategy will be outlined and approved by GEMS Board of Directors for the marketing approach to existing potential international clients with current interest in Aquaponic Systems.

• PERT Chart Timeline

The Business Plan will contain a detailed PERT chart (Project Evaluation and Review Technique) - A graphic timeline illustrating all subsequent development stages and their component tasks.

• New Enterprise Development

This section of the business plan will contain feasibility studies

and new development plans for the start up of a Brokerage house for Earth Safe IPOs, Energy Service Provider/Independent Power Producing enterprise and a online B to B network.

• Proforma Cash Flow, P&L

The Business Plan will also contain proforma cash flow and profit & loss statements for the first three years of sales and services of GEMS products - this data will all be reviewed by a CPA with experience on projects of this scale.

• Legal Analysis & Contracts

Legal work for the next phases will fall into three major areas:

1) Legal fees for Trademark of GEMS; and 2) Non-Disclosure contracts for sub-contractors working on the Business Plan; and 3) a commissioned analysis of potential legal issues in later phases of GEMS development. No law firm has yet been selected to perform this work.

A) Cost to Incorporate: Legal & Application Fees - $2,000.

B) IBC Business Account - $5,000.

C) Office Location: Move-In cost + 12mos. rent - $37,000.

D) Utilities: Electric, phone, etc...

Electric Bill - $1,500.

Phone/Fax - $7,100.

Wireless Service - $6,840.

(3)DSL Internet service - $2,010.

E) Internal Business Systems - i.e. Business cards, letterhead, brochure and presentation material costs.

Business Cards, etc. - $2,000.

Promotional Materials & Company Brochure - $2,000.

F) Business Hardware -

(2)Portable pH Meter - $600.

(1)Drum Pump - $2,000.

Computers - $40,900.

(2)Digital Camcorders - $5,000.

(2)Digital Still Camera - $1,600.

(1)Fax Machine - $500.

(5)Office Phones - $450.

Office Furniture - $3,500.

(3)Wireless Phones - $1,200.

G) Operating Costs - Travel and mobility costs projections strictly for traveling to secure and present projects

outlined in the business plan.

$59,250.

H) Principal Salaries for 12 months - each @ 4,000 a month

planning development and marketing

Aleqwel Mendoza - $48,000.

Paul Garcia - $48,000.

Dawud Said - $48,000.

I) Administration Payroll - $30,000.

J) Freelance Payroll - $20,000.

K) Misc. Fund - $10,000.

L) A/G & Associates & Dawud Said for Authoring Preliminary Proposal - $7,000.

M) Phase one production salaries for web development -

Programmer - $10,000.

Designer - $10,000.

N) Investment Capital for Aquaculture License - $100,000.

O) Marketing, Sales and Promotion - $86,400.

P) Total for start up &12 month operations and Development - $302,050.

Q) Total for 12 month salaries & payroll - $194,000.

R) Aqua Technology Procurement - $100,000.

S) Total Start-Up Costs for GEMS - $597,850.

This investment proposal represents a unique opportunity to participate in the fastest growing sector of the global economy. This is not only a ground floor opportunity but an opportunity to invest in state of the art technologies which have the potential of revolutionizing the global market place, while at the same time enhancing social health and ecological sustainability.

The potential investor/investors will capitalize on a 10% equity position in GEMS.

We believe GEMS within 5 years of business, will have a capital worth of over a billion dollars. The combined markets GEMS is competing in are over a trillion dollars. Which allows for this type of projection and potential.

An accurate projection of the potential capital earnings GEMS is capable of is beyond this preliminary proposal and will be outlined in our business plan with strategic plans to capitalize on larger portions of the markets.

GEMS value is based on intellectual capital and technology capital in the markets that have been mentioned in this proposal.

Based on the Global Aquatics, LTD. License with our Intellectual capital and Capital earning capability we are valuing GEMS at: $5,978,500.00

CNIGA stands for California Nations Indian Gaming Association it members represent the Indian gaming operations of California.

CNIGA will host it's annual Western Indian Gaming Conference in January

this year the conference we be held in Palm Springs California.

The purpose of the conference is for private businesses and organizations to present there products and services and establish relationships with Tribal officials, general managers and decision makers. This event is the annual marketplace where the majority of all

purchases for products/services and contracts are made between the private enterprise sector. Both CNIGA and NIGA are scheduled before the Tribal Governments annual budget planning in the summer.

The NIGA National Indian Gaming Association will be held in Albuquerque, New Mexico on April 1st 2001 there will be over three hundred Indian gaming casinos attending the 2001 conference this year.