U.S. SECURITIES AND EXCHANGE COMMISSION

LITIGATION RELEASE NO. 18342 / September 11, 2003

No. 3 03-CR-0270-N, USDC, NDTX (Dallas Division)

, No. 01-CV-0392-M, USDC, NDTX (Dallas Division)

   Timothy A. McMurray and Bradley D. Woy, former officers of defunct
   Smart-Mart, Inc., were indicted on July 23, 2003 by a federal grand
   jury for securities fraud and related offenses in connection with
   their operation of the Dallas-based company. The defendants' conduct
   was the subject of a successful enforcement action brought by the
   Securities and Exhange Commission in 2001.

   The 49-count indictment, obtained by the United States Attorney for
   the Northern District of Texas (Dallas Division), alleges that
   McMurray, Woy and three additional defendants fraudulently raised
   approximately $2.4 million from more than 700 investors by soliciting
   them to invest money and purchase stock in the Internet-based retailer
   company, falsely representing that the funds would be used for company
   operations and business development.

   As a result of its lawsuit, the Commission, in October 2002, succeeded
   in obtaining permanent injunctions against McMurray, Woy and
   Smart-Mart, which enjoin each defendant from future violations of
   Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b)
   of the Exchange Act and Rule 10b-5 thereunder. Further, McMurray was
   ordered to pay disgorgement and prejudgment interest of $261,438 and
   barred from serving as an officer or director of a public company, and
   Woy was ordered to pay disgorgement of $25,000.

   The Commission's civil action alleged that from March 1998 through
   February 1999, Smart-Mart raised approximately $2.4 million from
   approximately 720 investors located nationwide and in Canada through
   the sale of common stock, and that Smart-Mart, McMurray and Woy made
   false and misleading statements to investors regarding an impending
   initial public offering ("IPO"), the business prospects of the
   company, the use of investor funds, and the liquidity and return on
   investment. Moreover, the Commission charged that Smart-Mart never
   took any significant steps to conduct an IPO and, in fact, had minimal
   business operations. Additionally, the Commission alleged that
   McMurray and Woy used a large portion of investor funds for
   unauthorized business and personal expenses.

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Modified 09/11/2003