IN THE COURT OF CHANCERY OF THE STATE OF-DELAWARE                    ;/

                       IN AND FOR NEW CASTLE COUNTY

DARREN K. McDORMAN,                            )
JOE C. McDORMAN  II, and                       )
MC0 CONSTRUCTION, INC.,                        )       C.A. No.16971
                                               )
                    Plaintiffs,                ))
V .                                            )

                                               I
RICK MEDLIN,                                   )
CYLLENE MEDLIN, and                            )
CONSTRUCTION CONSULTANTS, INC.,                1)
                    Defendants.                )

                                      ORDER

       WHEREAS, This is a action filed pursuant to 8  Del.  C.  § 225

seeking a declaration that Defendants are not, and never have been,

directors, the president or shareholders of  MC0 Construction, Inc.,

a Delaware Corporation; and,

       WHEREAS,     Defendants     appeared          and answered the complaint

through ,counsel; and,

       WHE;REAS, Plaintiffs, filed a Motion to Preserve the Status Quo

on February 19 1999; and,

       WHE:REAS, Counsel for all Defendants were granted permission to

withdraw by Order dated May 22, 2000; and,

       WHE:REAS, Counsel for the Defendants presented in support of

 the Motion to Withdraw the affidavit of William J. Little, Jr.,

 Esquire,       Defendants'    Mississippi            Counsel,    confirming    that

Defendants  Rickey D. Medlin and Cyllene M. Medlin are currently

               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE                                   
                             IN AND FOR NEW CASTLE COUNTY


DARREN K. MCDORMAN,
JOE C. MCDORMAN, II, AND                                  C.A. No. 16971
MC0 CONSTRUCTION, INC.

         PLAINTIFFS,

 V.

RICK MEDLIN, CYLLENE MEDLIN                     :
AND CONSTRUCTION CONSULTANTS,:                                                                    i
INC.,
                                                                                          _ ._
         DEFENDANTS.

                                              ANSWER

         1.      Paragraph 1 of the Plaintiffs' Complaint is an introduction and does not require a

response from the Defendants.

         2.      Defendants admit that Darren McDorman resides at 1224 Whitewood Way, Niceville,

Florida, and Joe McDorman resides at 17 Danberry Court, Niceville, Florida. Defendants deny the

remaining allegations contained in Paragraph 2 of the Plaintiffs' Complaint.

         3.      Defendants admit that  MCO's  primary business is as a general contractor in

commercial construction and that MC0 is a Delaware corporation. Defendants are without sufficient

information or knowledge to form a belief as to the truth or falsity of the remaining allegations

contained in Paragraph 3.

         4.      Defendants admit that Rick Medlin is a resident of Mississippi with a current

address of Post Office Box 366, Lena, Mississippi 39094. Defendants deny the remaining allegations

contained in Paragraph 4 of the Plaintiffs' Complaint.



        5.      Defendants admit that Cyllene Medlin has a mailing address of Post Office Box 366,

Lena, Mississippi 39094. Defendants deny the remaining allegations contained in Paragraph 5 of the

            IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
                         IN AND FOR NEW CASTLE COUNTY
DARREN K. McDORMAN,
JOE C. McDORMAN II, and
MC0 CONSTRUCTION, INC.,                     )       C.A. No.
                  Plaintiffs,
v.
RICK MEDLIN,
CYLLENE MEDLIN, and
CONSTRUCTION CONSULTANTS, INC.,
                  Defendants.
            VERIFIED COMPLAINT FOR DECLARATORY, INJUNCTIVE,
                  OTHER RELIEF PURSUANT TO 8 DEL. C. 5 225
                                    Introduction
      1.     Plaintiffs bring this action pursuant to 8 Del. C. § 225
seeking (a) an order preserving the status quo during the pendency
of this summary proceeding,             (b) a declaration that Darren K.
McDorman ("Darren McDorman")             and Joe C.         McDorman II       ("Joe
McDorman") are, and have always been, the only directors and
shareholders of MC0 Construction, Inc. ("MCO"), (c) a declaration
that Rick Medlin, Cyllene 'Medlin, and Construction Consultants,
Inc. ("CC Inc.") are not, and have never been, directors, the
president, or shareholders of MCO, and (d) an order permanently
enjoining Rick Medlin, Cyllene Medlin, and CC Inc. from holding
themselves out to be directors, officers, or shareholders of MCO.


      2.     Brothers     Darren      McDorman      and    Joe    McDorman     (the
"McDormans")  are, and have always been, the only directors and
shareholders of MCO. Darren McDorman is, and has always been, the
president of MCO.        Joe McDorman is, and has always been, a vice



president and secretary of MCO.         Darren McDorman resides at 1224
Whitewood Way, Niceville, Florida, 32578 and Joe McDorman resides
at 17 Danbury Court, Niceville, Florida 32578.
     3.    MC0 is a Delaware corporation with its principal place of
business at 4400 Highway 20 East, Suite 211, Niceville, Florida
32578.     MCOIs primary business is as a general contractor in
commercial construction in Florida, Georgia, Alabama, Mississippi,
Louisiana, and Texas. MCO's current registered agent is M. Edward
Danberg, Esquire, Connolly, Bove, Lodge & Hutz, 1220 Market Street,
Wilmington, Delaware 19801.
     4.    Defendant Rick Medlin is not, and has never been, a
director or shareholder of MCO. Also, except for a brief tenure as
l~temporaryl~ controller from November 12, 1997, until February 21,
1998, Rick Medlin is not, and has never been, an officer of MCO.
Upon information and belief, Rick Medlin is a resident of