1
 As filed with the Securities and Exchange Commission on October 16, 2000
                                                         File No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-1

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                           CORNICHE GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)

                                                                                 

               DELAWARE                                 6770                                22-2343568
   (State or other jurisdiction of          (Primary standard industrial                 (I.R.S. employer
    incorporation or organization)          classification code number)                identification no.)

                           610 SOUTH INDUSTRIAL BLVD.
                                    SUITE 220
                               EULESS, TEXAS 76040
                                 (817) 283-4250
                   (Address, including zip code, and telephone
                         number, including area code, of
                    registrant's principal executive offices)

                                   ----------

                                ROBERT F. BENOIT
                             CHIEF EXECUTIVE OFFICER
                           610 SOUTH INDUSTRIAL BLVD.
                                    SUITE 220
                               EULESS, TEXAS 76040
                                 (817) 283-4250
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   ----------

                          Copies of communications to:

                                  DAVID H. ODEN
                              Haynes and Boone, LLP
                         1600 North Collins, Suite 2000
                             Richardson, Texas 75080
                                 (972) 680-7550

                                   ----------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   As soon as practicable after the Registration Statement becomes effective.

    If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]

      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================================
                                           AMOUNT TO BE         PROPOSED MAXIMUM           PROPOSED MAXIMUM             AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)    OFFERING PRICE PER SHARE   AGGREGATE OFFERING PRICE     REGISTRATION FEE
- ------------------------------------      -------------     ------------------------   ------------------------     ----------------
                                                                                                        
Common Stock, par value $0.001......        19,844,585               $ 1.22                  $ 24,210,394                $ 6,392
====================================================================================================================================

(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also covers such additional shares of our common stock as may
     become issuable pursuant to antidilution adjustments.

(2)  Based upon the average of the high and low prices of the Registrant's
     common stock on the NASDAQ Over-the-Counter Bulletin Board on October 12,
     2000, pursuant to Rule 457(c) under the Securities Act of 1933.

      THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

   2

The information in this prospectus is not complete and may be changed. The
Corniche Group Incorporated and selling stockholders may not sell these
securities until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell these
securities nor is it soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED OCTOBER 16, 2000

PROSPECTUS

                                19,844,585 SHARES

                           CORNICHE GROUP INCORPORATED
                                  COMMON STOCK
                           $0.001 PAR VALUE PER SHARE

                                   ----------

         This prospectus relates to the sale of 19,844,585 shares of Corniche
Group Incorporated common stock, $0.001 par value, 15,844,585 of which are being
sold by certain selling stockholders and 4,000,000 of which are being sold by
Corniche.

         The common stock is quoted on the National Association of Securities
Dealers' Over-the-Counter Bulletin Board under the symbol CNGI. On October 12,
2000, the last reported sales price for our common stock as reported on the
Over-the-Counter Bulletin Board was $1.22.

See "Risk Factors"beginning on page 3 to read about factors you should consider
before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

            The date of this prospectus is __________________ , 2000.

   3

                                TABLE OF CONTENTS

                                                                PAGE
                                                             
Prospectus Summary..............................................  1
Risk Factors....................................................  2
This Prospectus Contains Forward-looking Statements.............  6
Use of Proceeds.................................................  7
Plan of Distribution ...........................................  7
Dividend Policy.................................................  7
Capitalization..................................................  8
Selected Consolidated Financial Data............................  9
Management's Discussion And Analysis of
Financial Condition And Results of Operations................... 10
Business........................................................ 13
Management...................................................... 15
Related Party Transactions...................................... 20
Principal And Selling Stockholders.............................. 21
Description of Capital Stock.................................... 24
Legal Matters................................................... 26
Experts......................................................... 26
Where You Can Find Additional Information....................... 26
Index to Consolidated Financial Statements......................F-1

      You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We and the Selling Stockholders are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.

      As used in this prospectus, unless the context otherwise requires, "we,"
"us," "our" or "Corniche" collectively refers to Corniche Group Incorporated.

   4

                               PROSPECTUS SUMMARY

      This summary highlights information that we believe is especially
important concerning our business and this offering of common stock. It does not
contain all of the information that may be important to your investment
decision. You should read the entire prospectus, including "Risk Factors" and
our financial statements and related notes, before deciding to invest in our
common stock.

                                    CORNICHE

      We are a development stage company that is engaged in two businesses: the
sale to consumers of warranty service contracts on automobiles and consumer
products, and the property/casualty reinsurance business. We have developed a
web site on the Internet, WarrantySuperstore.com, to market warranty service
contracts directly to consumers. We intend to market service contracts solely
over the Internet.

      With regard to the reinsurance business, our wholly owned subsidiary is
licensed as an insurance company in the Cayman Islands. We accept reinsurance
from domestic U.S. insurance companies. Once this subsidiary is sufficiently
capitalized, we intend to request the insurance carriers providing contractual
liability coverage on our service contracts to share (by way of reinsurance) a
portion of the risk with our insurance subsidiary.

      Our principal executive office is located at 610 South Industrial
Boulevard, Suite 220, Euless, Texas 76040. Our telephone number is (817)
283-4250.

                                  THE OFFERING

                                              
Common stock offered by selling
stockholders:.................................   15,844,585 SHARES
COMMON STOCK OFFERED BY THE COMPANY...........   4,000,000 SHARES
COMMON STOCK OUTSTANDING:
                  PRIOR TO THIS OFFERING:        22,472,971(1)
                  AFTER THIS OFFERING:           26,472,971(1)  (2)

USE OF PROCEEDS:..............................   Assuming that all 4,000,000
                                                 shares offered by the Company
                                                 in this offering are sold, we
                                                 estimate that we will receive
                                                 net proceeds of approximately
                                                 $9,800,000 from the sale of
                                                 4,000,000 shares of common
                                                 stock. We intend to use the
                                                 net proceeds we receive:

                                                    o to fund marketing and
                                                      sales efforts; and

                                                    o for working capital and
                                                      other general corporate
                                                      purposes.

NASDAQ OVER-THE-COUNTER BULLETIN BOARD
SYMBOL:                                          CNGI

- ----------

         (1) Does not include 175,000 shares of common stock reserved for
issuance under our stock option plans and 79,000 shares issuable upon exercise
of currently outstanding warrants, but assumes full conversion of all the
outstanding Series B convertible redeemable preferred stock.

         (2) Of the shares being offered for sale in this offering, 14,222,971
shares of common stock are currently outstanding. 8,250,000 Shares are issuable
upon the conversion of currently outstanding shares of Series B convertible
redeemable preferred stock. The remaining 4,000,000 shares are being offered by
Corniche in this offering.

                                        1
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                                  RISK FACTORS

         Investing in our common stock involves a substantial risk. You should
consider carefully the risks and uncertainties described below before deciding
to buy our common stock. If any of the following risks or uncertainties occurs,
our business could be adversely affected. In this event, the trading price of
our common stock could decline, and you could lose all or part of your
investment.

             RISKS RELATED TO OUR WARRANTY SERVICE CONTRACT BUSINESS

IF WE CANNOT MEET OUR FUTURE CAPITAL REQUIREMENTS, OUR BUSINESS WILL SUFFER.

         Since the time of the reorganization of the Company in May 1998, we
have experienced operating losses. To date, we have funded our operations from
the sale of our stock. There can be no assurance that we will be able to achieve
profitability.

         We expect that we will need to raise additional funds in the future
through debt or equity financings to:

         o        fund operating losses;

         o        expand our business operations, including our warranty service
                  contract business;

         o        take advantage of opportunities, including acquisitions of
                  complementary businesses or technologies;

         o        develop new products; or

         o        respond to economic and competitive pressures.

         Future additional financing may not be available on terms favorable to
us, if at all. If adequate funds are not available or are not available on
acceptable terms, our operating results and financial condition may suffer, and
our stock price may decline.

OUR BUSINESS AND PROSPECTS DEPEND ON DEMAND FOR AND MARKET ACCEPTANCE OF THE
INTERNET AS A MEDIUM OF COMMERCE AND THE DEVELOPMENT OF THE INTERNET'S
INFRASTRUCTURE.

         Use of the Internet for retrieving, sharing and transferring
information among businesses, consumers, suppliers and partners has increased
substantially in recent years, and our success will depend in large part on
continued growth in the use of the Internet. Critical issues concerning the use
of the Internet and e-commerce, including security, reliability, cost, ease of
access, quality of service, regulatory initiatives and necessary increases in
bandwidth availability, remain unresolved and are likely to affect the
development of the market for our services. The adoption of the Internet for
information retrieval and exchange, commerce and communications generally will
require the continued increase in the acceptance of the Internet as a medium for
conducting business and exchanging information. Demand for, and market
acceptance of, the Internet are subject to a high level of uncertainty and are
dependent on a number of factors, including:

         o        the growth in consumer access to, and acceptance of, new
                  interactive technologies;

         o        concerns regarding the security of e-commerce transactions;

         o        the development of technologies that facilitate interactive
                  communication; and

         o        increases in user bandwidth and connectivity.

         If the Internet develops more slowly than expected as a commercial or
business medium, our business and prospects will not grow.

         THERE IS NO ASSURANCE THAT THE PUBLIC WILL ACCEPT THE INTERNET AS A
MEDIUM OF COMMERCE FOR THE PURCHASE OF WARRANTY SERVICE CONTRACTS.

         We market warranty service contracts solely over the Internet. To date,
our sales of warranty service contracts has been minimal. There is no assurance
that consumers in significant numbers will accept the Internet as a medium for
the sale of warranty service contracts.

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WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS EFFECTIVELY IN A RAPIDLY
CHANGING MARKET, AND IF WE ARE UNABLE TO RETAIN OUR KEY EMPLOYEES, OUR ABILITY
TO COMPETE COULD BE HARMED.

         Our future operating results will depend in significant part upon the
continued services of our executive officers and support personnel who have
industry experience and relationships that we will rely on in implementing our
business plan. We face competition for qualified personnel. The loss of the
services of any of our key employees could negatively impact our ability to sell
our service. This could have a material adverse effect on our future results of
operations and financial condition.

THE MARKET IN WHICH WE OPERATE IS HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO
COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER
RESOURCES.

         The warranty service contract market is relatively new, intensely
competitive, highly fragmented and rapidly changing. We have experienced and
expect to experience increased competition. Many of our current competitors, as
well as a number of our potential competitors, have longer operating histories,
greater name recognition and substantially greater financial, technical and
marketing resources than we do. Some of our current or potential competitors
have the financial resources to withstand substantial price competition.
Moreover, many of our competitors have more extensive customer bases, broader
customer relationships and broader industry alliances that they could use to
their advantage in competitive situations. Our competitors may be able to
respond more quickly than we can to changes in the warranty service contract
market. Some of our current or potential competitors may enter into strategic
relationships or combine their service offerings with other business service or
consumer products providers in a manner that may make Internet sales for us more
difficult.

         As competition in the warranty service contract market continues to
intensify, new solutions may come to market. We are aware of other companies
that are focusing or may in the future focus significant resources on developing
services that will compete directly with our WarrantySuperStore.com web site.
Increased competition could result in:

         o        price and revenue reductions and lower profit margins;

         o        increased cost of service from telecommunications providers;
                  and

         o        loss of customers.

         Any one of the above could materially and adversely affect our
business, financial condition and results of operations.

                RISKS RELATED TO LEGAL AND REGULATORY UNCERTAINTY

THE IMPOSITION OF A SALES TAX FOR INTERNET COMMERCE TRANSACTIONS MAY DISCOURAGE
ONLINE SHOPPING AND RESULT IN DECREASED INTERNET COMMERCE WEB SITE TRAFFIC,
WHICH IN TURN COULD DECREASE THE DEMAND FOR OUR SERVICE.

         In 1998, the U.S. federal government enacted legislation prohibiting
states or other local authorities from imposing new taxes on Internet commerce
for a three-year period, ending on October 1, 2001. This period has been
extended for an additional year. A number of trade groups and government
entities have publicly stated their objections to this tax moratorium and have
argued for its repeal. There can be no assurance that future laws will not
impose taxes or other regulations on Internet commerce, or that the moratorium
will not be repealed, or that it will be renewed when it expires. The occurrence
of any of these events could substantially impair the growth of Internet
commerce, which, in turn, would decrease the demand for our warranty service
contracts.

OUR OPERATING RESULTS COULD BE IMPAIRED IF WE BECOME SUBJECT TO BURDENSOME
GOVERNMENT REGULATIONS AND INCREASED LEGAL REQUIREMENTS CONCERNING THE INTERNET.

         Laws and regulations relating to the Internet remain largely unsettled,
even in areas where there has been some legislative action. However, due to the
increasing popularity and use of the Internet, additional laws and regulations
may be adopted with respect to the Internet, relating to:

                                        3
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         o        user privacy;

         o        content;

         o        copyrights;

         o        communications services;

         o        characteristics and quality of products and services; and

         o        online advertising and marketing.

         The adoption of additional laws or regulations, both domestically and
abroad, may decrease the popularity or impede the expansion of the Internet and
could seriously harm our business. A decline in the popularity or growth of the
Internet could decrease demand for our service. Moreover, the applicability of
existing laws to the Internet is uncertain with regard to many important issues,
including property ownership, intellectual property, export of encryption
technology, libel and personal privacy. The application of laws and regulations
from jurisdictions whose laws do not currently apply to our business, or the
application of existing laws and regulations to the Internet and other online
services, could also harm our business. It may take years to determine whether
and how existing and future laws and regulations apply to us.

                    RISKS RELATED TO OUR REINSURANCE BUSINESS

         In connection with our reinsurance business, we are accepting risks
from direct insurance underwriters. As a result, our reinsurance business is
subject to the same risks and economic factors that could affect a direct
insurer.

THE NATURE OF THE INSURANCE BUSINESS.

         The insurance business is cyclical in nature. It has historically been
characterized by periods of relatively high levels of price competition, less
restrictive underwriting standards and generally low premium rates, followed by
periods of capital shortages resulting in a lack of insurance availability,
relatively low levels of competition, more selective underwriting of risks and
relatively high premium rates. The unpredictability and competitive nature of
the insurance industry have contributed to significant quarter-to-quarter and
year-to-year fluctuations in underwriting results and net income. We cannot
predict if, or when, the market conditions for the insurance industry, including
the product lines that we insure, will change. Our profitability is affected by
many factors, including not only rate competition, but also severity and
frequency of claims, fluctuations in interest rates that affect investment
returns, regulation, court decisions, natural disasters, the legislative
climate, and general economic conditions and trends, such as inflationary
pressures that may affect the adequacy of reserves, all of which are
substantially beyond our control.

         One of the distinguishing features of the insurance industry is that
prices are set before costs are known because rates for individual policies are
determined before losses for the policies are reported. Changes in statutory and
case law can dramatically affect the liability associated with known risks after
the insurance policy is in place. The number of competitors and the similarity
of products offered, as well as regulatory constraints, limit the ability of
insurance companies such as us to increase prices in response to declines in
profitability. In addition, during periods of high interest rates, some
insurance companies may be willing to absorb underwriting losses to generate
funds for investment, thereby prolonging low premium rates which are not
adequate to cover underwriting losses and expenses. As a result of these
factors, we may experience significantly lower premiums in the future.

         Most insurance underwriting decisions are based on assumptions about
events that will occur over a period of future years and are generally based on
actuarial projections and historical data reflecting the collective experience
of large groups of insureds. The actuarial projections may not accurately
predict the aggregate obligations of any given insurer.

THE COMPETITION IN THE INDUSTRY IN WHICH WE COMPETE.

         The insurance industry is highly competitive. Many of our reinsurance
competitors have more established national and international reputations and
substantially greater financial resources and market share than Corniche.

                                        4
   8

THE ADEQUACY OF OUR LOSS RESERVES.

         We are required to maintain adequate reserves to cover our estimated
ultimate liability for losses as of the end of each accounting period. These
reserves are estimates of what we expect our ultimate settlement and
administration of claims will cost, and are based on facts and circumstances
then known, predictions of future events, estimates of future trends in claims
severity and other variable, subjective factors. No method is available to
estimate precisely the ultimate liability. In recent years, a number of courts
have issued decisions expanding civil liability. These decisions have resulted
in higher damage awards to injured parties. In many cases, these decisions have
also resulted in liability and increased losses to insurance companies. In
addition, we rely on policy language, developed by us and by others, to exclude
or limit coverage. Any court ruling that this language is invalid or
unenforceable could materially adversely affect our financial position. This
possibility of expansion of insurers' liability either through new concepts of
liability or a refusal to accept restrictive policy language has added to the
inherent uncertainty of reserving for losses. Although management believes that
adequate provision has been made for loss reserves, the establishment of
appropriate reserves is an inherently uncertain process, and there can be no
assurance that ultimate losses will not exceed our loss reserves and have a
material adverse effect on our results of operations and financial condition. If
our reserves become inadequate, we will be required to increase reserves with a
corresponding increase in losses incurred and reduction in our net income and
stockholders' equity in the period in which the deficiency is identified.

INSURANCE RATINGS.

         We compete with other reinsurance companies on the basis of a number of
factors, including the rating assigned by A.M. Best. A.M. Best's letter ratings
range from A++ (Superior) to C- (Weak) with A++ being highest. A.M. Best ratings
are based upon factors relevant to policyholders, agents, insurance brokers and
intermediaries and are not directed to the protection of investors.

         Our reinsurance subsidiary is currently rated A+ by A.M. Best. There
can be no assurance that the rating will not be changed in subsequent periodic
reviews by A.M. Best. Any rating downgrade below B+ could have a material
adverse effect on our results of operations and our ability to effectively
compete in the marketplace.

           RISKS RELATING TO THE SECURITIES MARKETS AND THIS OFFERING

OUR STOCK PRICE MAY BE VOLATILE, WHICH COULD RESULT IN LITIGATION AGAINST
CORNICHE AND SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES IN THIS
OFFERING.

         Our stock price may fluctuate in a manner unrelated or disproportionate
to our performance. The following factors could cause the market price of our
common stock in the public market to fluctuate significantly from the price paid
by investors in this offering:

         o        the addition or departure of key Corniche personnel;

         o        variations in our quarterly operating results;

         o        announcements by us or our competitors of new services or
                  enhancements, acquisitions, distribution partnerships, joint
                  ventures or capital commitments;

         o        sales of our common stock or other securities in the future;

         o        changes in market valuations of similar, publicly traded
                  companies; and

         o        fluctuations in stock market prices and volumes.

VOLATILITY IN THE MARKET PRICE OF OUR COMMON STOCK MAY PREVENT INVESTORS FROM
BEING ABLE TO SELL THEIR COMMON STOCK AT OR ABOVE OUR CURRENT PRICE.

         In the past, class action litigation has often been brought against
companies following periods of volatility in the market price of those
companies' common stock. We may become involved in this type of litigation in
the future. Litigation is often expensive and diverts management's attention and
resources, which could materially adversely affect our business and results of
operations.

                                        5
   9

INSIDERS WILL CONTINUE TO HAVE SUBSTANTIAL CONTROL OVER CORNICHE AFTER THIS
OFFERING AND COULD LIMIT YOUR ABILITY TO INFLUENCE THE OUTCOME OF KEY
TRANSACTIONS, INCLUDING CHANGES OF CONTROL.

         The holders of our Series B preferred stock and our executive officers,
directors and entities affiliated with them beneficially owned approximately 40%
of our outstanding voting stock prior to this offering. Even after this
offering, these stockholders, if acting together, could be able to influence
significantly all matters requiring the approval of our stockholders, including
the election of directors and the approval of mergers or other business
combination transactions.

THERE MAY BE SALES OF A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AFTER THIS
OFFERING THAT COULD CAUSE OUR STOCK PRICE TO FALL.

         Our current stockholders hold a substantial number of shares, which
they are able to sell in the public market at any time. Sales of a substantial
number of shares of our common stock within a short period of time after this
offering could cause our stock price to fall. In addition, the sale of these
shares could impair our ability to raise capital through the sale of additional
stock.

               THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS

         This prospectus contains statements about future events and
expectations that are "forward-looking statements." Any statement in this
prospectus that is not a statement of historical fact may be deemed to be a
forward- looking statement. These forward-looking statements address, among
other things:

         o        the development and management of our business;

         o        our anticipated revenue, expense levels, liquidity and capital
                  resources and operating losses;

         o        the success of our marketing efforts;

         o        our ability to attract customers;

         o        the extent of acceptance of our services;

         o        the market opportunity and trends in the market for our
                  services;

         o        our ability to compete;

         o        our future capital expenditures and needs; and

         o        other statements, including statements containing words such
                  as "may," "might," "could," "would," "anticipate," "believe,"
                  "plan," "estimate," "project," "expect," "seek," "intend" and
                  other similar words that signify forward-looking statements.

         These statements may be found in the sections of the prospectus
entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business" and in
this prospectus generally.

         We have based these forward-looking statements on our current
expectations and projections about future events. However, our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of risks facing us, including risks stated in "Risk
Factors," or faulty assumptions on our part. For example, assumptions that could
cause actual results to vary materially from future results include, but are not
limited to:

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   10

         o        our ability to generate customer demand for our services;

         o        the development of our target market and market opportunities;

         o        changes or advances in technology;

         o        trends in regulatory, legislative and judicial developments;
                  and

         o        the extent of competition.

         These forward-looking statements are made as of the date of this
prospectus. We assume no obligation to update them or to explain the reasons why
actual results may differ. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this prospectus might not
occur.

                                 USE OF PROCEEDS

         Corniche will not receive any of the proceeds from the common stock
offered by the selling stockholders. Assuming that all 4,000,000 shares offered
by Corniche in this offering are sold at an assumed offering price of $2.50 per
share, we estimate that we will receive net proceeds of approximately $9,800,000
from the sale. We intend to use the net proceeds we receive:

         o        to fund marketing and sales efforts; and

         o        for working capital and other general corporate purposes.

         We will retain broad discretion in the allocation of the net proceeds
of this offering. In addition, we may use a portion of the net proceeds to
acquire or invest in businesses that are complementary to our business. We
currently do not have any commitments or agreements for any acquisitions or
investments of this kind.

                              PLAN OF DISTRIBUTION

         The common stock offered hereby may be sold directly by Corniche and
each selling stockholder or indirectly through agents, dealers or underwriters
from time to time in one or more transactions on the Nasdaq Over-the-Counter
Bulletin Board or any exchanges on which the common stock is then listed, or in
privately negotiated transactions at prices related to market prices, at
negotiated prices or fixed prices. The selling stockholders will bear all
discounts and commissions paid to broker-dealers in connection with the sale of
their common stock. Other offering expenses will be borne by Corniche.

                                 DIVIDEND POLICY

         We have never declared or paid any cash dividends on our common stock.
We do not expect to pay cash dividends on our common stock in the foreseeable
future. We currently intend to retain our future earnings, if any, to fund the
development and growth of our business. Future dividends, if any, will be
determined by our board of directors and will depend upon our results of
operations, financial condition, and capital expenditure plans, as well as other
factors that our board of directors considers relevant.

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                                 CAPITALIZATION

The following table sets forth as of June 30, 2000, (a) the "actual"
capitalization of the Company and (b) the "as adjusted" capitalization of the
Company after giving effect to the issuance of 4,000,000 shares of common stock
being offered by Corniche at an assumed offering price of $2.50 per share.

                                                                       June 30, 2000
                                                           --------------------------------------
                                                              Actual                  As Adjusted
                                                           ------------              ------------
                                                                               
Total current liabilities                                  $    499,334              $    499,334
Deferred revenues                                          $    587,766              $    587,766
Long-term debt                                             $     64,116              $     64,116
Series A $0.07 convertible preferred stock,
     stated value - $1.00 per share
     authorized - 1,000,000 shares
     outstanding - 694,974 shares                                                    $    694,974
Series B convertible redeemable preferred                  $    694,974
     stock, $.01 par value, authorized, issued                                       $      8,250
     and outstanding - 825,000 shares                      $      8,250
Common stock $.001 par value,
     authorized - 30,000,000 shares
     Issued:  actual - 14,222,971 shares                         14,223                        --
              as adjusted - 18,222,971 shares                        --                    18,223(1)
Additional paid-in capital                                    8,806,734                18,602,734(1)
Accumulated deficit                                          (4,911,517)               (4,911,517)
                                                              3,917,690                13,691,217
                                                            -----------              ------------
                                                            $ 5,763,880              $ 15,563,876
                                                            ===========              ============

(1)       Reflects the receipt of $9,800,000 in net proceeds from the issuance
          of 4,000,000 shares of common stock at an assumed offering price of
          $2.50 per share, after deducting estimated offering expenses of
          $200,000.

                                        8
   12

                      SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth summary financial data of the Company (i) for
each of the six month periods ended June 30, 2000, and 1999, (ii) for the year
ended December 31, 1999, (iii) for the period from April 1, 1998, through
December 31, 1998, and (iv) for the years ended March 31, 1998, 1997, and 1996.
The historical financial data for the year ended December 31, 1999, and for the
nine months ended December 31, 1998, are derived from the audited financial
statements of Corniche, which were audited by Weinick Sanders Leventhal & Co.,
LLP, independent certified public accountants, are included elsewhere in this
prospectus. The historical financial data for the years ended March 31, 1998,
1997, and 1996 are derived from the audited financial statements of Corniche,
which were audited by Simontacchi & Company, LLP, independent certified public
accountants. The audited financial statements for Corniche for the year ended
March 31, 1998, are included elsewhere in this Prospectus. The summary financial
data should be read in conjunction with both the Company's financial statements
and the notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this Prospectus. The
financial data for the six month periods ended June 30, 2000, and 1999, are
unaudited, but, in the opinion of management, reflect all adjustments
(consisting only of normal recurring adjustments) necessary for a fair
presentation of results for the interim periods. The operating results for
interim periods are not necessarily indicative of results for the full fiscal
year.

                                                                                        NINE MONTHS
                                              SIX MONTHS ENDED           YEAR ENDED        ENDED
                                                  JUNE 30,              DECEMBER 31,    DECEMBER 31,
                                        ----------------------------    ------------    ------------
                                            2000            1999            1999            1998
                                        ------------    ------------    ------------    ------------
                                                                            
OPERATING DATA:
    CONTINUING OPERATIONS:
      Earned revenues                   $    275,549    $         --    $     12,854    $         --
      Direct costs                           106,580              --           7,557              --
      Gross profit                           168,969              --           5,297              --
      Operating expenses                     824,041         999,763       1,060,668         428,157
      Operating loss                        (655,072)       (999,763)     (1,055,371)       (428,157)
      Interest income (expense)               86,620           5,965         (56,965)         25,206
      Loss from continuing operations
        before preferred dividend
                                            (566,792)       (993,798)     (1,112,336)       (402,951)
      Preferred dividend                      24,370         (28,714)        (57,172)        (44,642)
                                        ------------    ------------    ------------    ------------
    Loss from continuing operations         (581,162)     (1,022,512)     (1,169,508)       (447,593)
                                        ------------    ------------    ------------    ------------

    DISCONTINUED OPERATIONS:
      Loss from discontinued
              operations                          --              --              --              --
      Excess of UK subsidiary
         cumulative loss over
         investment                               --              --              --              --
                                        ------------    ------------    ------------    ------------
Net income (loss) per common share      $   (581,162)   $ (1,022,512)   $ (1,169,508)   $   (447,593)
                                        ============    ============    ============    ============
PER SHARE DATA:
    Net income (loss) per common
      share:
      Continuing operations             $      (0.04)   $      (0.16)   $      (0.17)   $      (0.07)
      Discontinued operations                     --              --              --              --
                                        ------------    ------------    ------------    ------------
                                        $      (0.04)   $      (0.16)   $      (0.17)   $      (0.07)
                                        ============    ============    ============    ============

Weighted average number of common
    shares outstanding                    13,820,536       6,377,357       6,905,073       6,367,015
                                        ============    ============    ============    ============

                                                    YEARS ENDED MARCH 31,
                                        --------------------------------------------
                                            1998            1997            1996
                                        ------------    ------------    ------------
                                                               
OPERATING DATA:
    CONTINUING OPERATIONS:
      Earned revenues                   $         --    $         --    $         --
      Direct costs                                --              --              --
      Gross profit                                --              --              --
      Operating expenses                     221,602         251,583         257,073
      Operating loss                        (221,602)       (251,583)       (257,073)
      Interest income (expense)               17,804         (17,373)           (600)
      Loss from continuing operations
        before preferred dividend
                                            (203,798)       (268,956)       (260,715)
      Preferred dividend                     (60,067)        (63,648)        (62,795)
                                        ------------    ------------    ------------
    Loss from continuing operations         (263,865)       (332,604)       (323,510)
                                        ------------    ------------    ------------

    DISCONTINUED OPERATIONS:
      Loss from discontinued
              operations                          --              --      (3,432,032)
      Excess of UK subsidiary
         cumulative loss over
         investment                               --              --       5,466,636
                                        ------------    ------------    ------------
Net income (loss) per common share      $   (263,865)   $   (332,604)   $  1,711,094
                                        ============    ============    ============
PER SHARE DATA:
    Net income (loss) per common
      share:
      Continuing operations             $      (0.05)   $      (0.14)   $      (0.14)
      Discontinued operations                     --              --            0.88
                                        ------------    ------------    ------------
                                        $      (0.05)   $      (0.14)   $       0.74
                                        ============    ============    ============

Weighted average number of common
    shares outstanding                     5,165,272       2,412,278       2,300,289
                                        ============    ============    ============

                                                     June 30, 2000
                                            -------------------------------
                                                Actual       As Adjusted(1)
                                            --------------   --------------
                                                       
Balance sheet data:
    Working capital                         $    4,624,638   $    9,424,638
    Total assets                                 5,763,880       10,563,880
    Long-term debt and unearned
      revenues                                     651,882          651,882
    Series A convertible preferred
      stock                                        694,974          694,974
    Convertible redeemable preferred
             stock, common stock an other
             stockholders' equity                3,917,690       13,691,217

           (1) Gives effect to the sale of 4,000,000 shares of common stock
being offered hereby, at $2.50 per share, net of estimated offering costs of
$200,000.

                                       9
   13

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

     You should read the following discussion and analysis when you read the
consolidated financial statements and the related notes included in this
prospectus.

OVERVIEW

     PLAN OF OPERATION

     We have relied solely on the proceeds from the sales of securities in
October 1997, May 1998, May 1999, December 1999, and during the six months ended
June 30, 2000, for the primary source of our funds. These funds were and will be
utilized to fund our operating expenses. Management anticipates we will require
additional funds from future sales of our securities and/or other financing
alternatives to fund our future operational costs and at the same time fully
develop our service contract sales and insurance businesses.

     On September 30, 1998, we acquired Stamford Reinsurance Company Ltd., which
was then an inactive foreign corporation that is licensed in the Cayman Islands
as a casualty and property insurer. In the fourth quarter of 1999, Stamford
commenced underwriting as a reinsurer. Also in the fourth quarter, we commenced
sales of our automotive vehicle and consumer products service contracts through
our website.

     Our plan of operation for the next 12 months is principally to continue our
endeavors to establish ourselves in the vehicle and consumer products service
contract business through our Internet web site, www.warrantysuperstore.com, and
to continue to seek additional property/casualty reinsurance opportunities for
our wholly owned reinsurance company, Stamford Reinsurance Co. Ltd.

     RESULTS OF OPERATIONS

     SIX MONTHS ENDED JUNE 30, 2000, COMPARED TO SIX MONTHS ENDED JUNE 30, 1999.

     Sales. We did not generate any operating revenues until the fourth quarter
of fiscal 1999, when our reinsurance subsidiary commenced generating premium
revenues and the Company began the sale of its service contracts.

     Cost of Sales. In the six months ended June 30, 2000, Stamford continued
reinsuring contractual liability insurance policies from one United States
carrier that is rated "A-" Excellent by A.M. Best. This insurance generated
approximately $536,000 in premiums, of which $296,000 was unearned at June 30,
2000. Policy acquisition costs were $67,000 of which $49,000 was expensed in the
six months ended June 30, 2000. Income from operations in the six months ended
June 30, 2000, was $169,000 of which $5,000 is management's estimate of incurred
by not reported losses at June 30, 2000. Our sales of extended service contracts
for new and used service contracts for new and used automotive vehicles in the
six months ended June 30, 2000, generated $28,600 in revenues of which $10,000
was recognized within the current period with the balance deferred over the life
of the contract. Direct costs associated with the sale of the service contracts
are being recognized pro rata over the length of the contract.

     General and Administrative. General and administrative costs decreased by
17.6% to $824,000 for the six months ended June 30, 2000, compared to $1,000,000
for the six months ended June 30, 1999. For the three months ended June 30,
2000, general and administrative costs decreased by 17.3% to $497,000 compared
to $601,000 for the comparable period in 1999. The decreases are primarily
attributable to reduced website development costs.

     Interest Income and Interest Expense. Interest income increased 1416.7% to
$91,000 for the six months ended June 30, 2000, compared to $6,000 for the six
months ended June 30, 1999. For the three months ended June 30, 2000, interest
income increased 3600% to $55,000 compared to $1,500 for the comparable period
in 1999. Interest expense increased $4,600 for the six months and $2,400 for the
three months ended June 30, 2000, from $-0- for the both periods in 1999. The
increase in interest income and interest expense is the result of the cash, cash
equivalents, and investments used to fund the Company's increased operating
costs in the current period and the incidence of debt in a prior period.

                                       10
   14

     Preferred Stock Dividend. The accrued preferred stock dividend of $24,000
in June 2000 is $5,000 less than the $29,000 accrued during the same period in
1999 principally because of the reduction of the average number of Series A
preferred stock outstanding in the current year.

     Net Loss. Net loss for the six months ended June 30, 2000 decreased 43.2%
to $581,000 from the comparable loss of $1,023,000 incurred in 1999. For the
three months ended June 30, 2000, the net loss decreased 37.7% to $382,000 from
the comparable loss of $613,000 in 1999. These decreases are a result of the
reasons cited above.

     YEAR ENDED DECEMBER 31, 1999, COMPARED TO THE YEAR ENDED DECEMBER 31, 1998.

     Sales. We did not generate any operating revenues until the fourth quarter
of fiscal 1999, when our reinsurance subsidiary commenced generating premium
revenues and we began the sale of our service contracts.

     Cost of Sales. Stamford in the quarter ended December 1999 began reinsuring
contractual liability reinsurance policies from one United States carrier that
is rated "A-" Excellent by A.M. Best. This reinsurance generated approximately
$300,000 in premiums, of which $288,000 was unearned at December 31, 1999.
Policy acquisition costs were $38,000 of which $2,000 was expensed in the
current period. Losses charged to operations in the current period were $5,112
of which $5,000 is management's estimate of incurred but not reported losses at
December 31, 1999. Corniche commenced the sales of the extended service
contracts for new and used automotive vehicles in the last quarter of 1999,
generating $11,000 in revenues of which $400 was recognized in 1999 with the
balance deferred over the life of the contract. Direct costs associated with the
sale of the service contracts are being recognized pro rata over the length of
the contract. Since neither we nor our subsidiary generated any revenues in
1998, no meaningful comparative analysis can be made.

     General and Administrative. General and administrative costs for 1999
aggregating $1,071,000 as compared to $481,000 for the 12 months ended December
31, 1998. The increase of $590,000 (122.7%) is attributable to increases in (i)
advertising of $253,000 in 1999 (ii) payroll and related employment costs of
$173,000 to $257,000 in 1999, (iii) website development of $98,000 to $140,000
and (iv) depreciation and amortization of $78,000 to $83,000 in 1999.

     Interest Income and Interest Expense. Interest income decreased $30,000
(78.9%) from $38,000 in the 12 months ended December 31, 1998, to $8,000 for the
year ended December 31, 1999. Interest expense increased from $1,000 in the 12
months ended December 31, 1998, to $65,000 for the year ended December 31, 1999.
The reduction in interest income and increase in interest expense is the result
of the cash, cash equivalents, and investments used to fund our increased
operating costs for the year ended December 31, 1999, and the incurrence of debt
of $98,000 to fund property asset additions.

     Preferred Stock Dividend. The accrued preferred stock dividend of $57,000
in 1999 is $3,000 less than the $60,000 accrued during the 12 months ended
December 31, 1998, principally because of the reduction of the average number of
Series A preferred shares outstanding for the year ended December 31, 1999.

     Net Loss. Net loss for fiscal 1999 increased $676,000 (133.9%) to
$1,180,000 from the comparable loss of $504,000 incurred during the 12 months
ended December 31, 1998, for the reasons cited above.

     LIQUIDITY AND CAPITAL RESOURCES

     We have committed to acquire computer hardware and software and to develop
an Internet website for approximately $1,500,000 of which $1,000,000 has been
expended through June 30, 2000. Although we are not contractually obligated to
fulfill the remaining $500,000 of the project, we intend to do so over the next
one to two years as and if funding permits. If successful, the project will
enable us to fully utilize the Internet in the sales, advertising, marketing and
collections of our warranty service contract business. There can be no assurance
that we will have the funds available to fund the hardware and/or software we
will require to successfully develop this project nor can there be assurance
that if it is developed such project will aid in the intended results of
additional revenues.

     The Certificate of Designation for our Series A preferred stock states that
at any time after December 1, 1999, any holder of Series A preferred stock may
require us to redeem his shares of Series A preferred stock (if there are funds

                                       11
   15

with which we may legally do so) at a price of $1.00 per share. Notwithstanding
the foregoing redemption provisions, if any dividends on the Series A preferred
stock are past due, no shares of Series A preferred stock may be redeemed by us
unless all outstanding shares of Series A preferred stock are simultaneously
redeemed. The holders of Series A preferred stock may convert their Series A
preferred stock into shares of our common stock at a price of $5.20 per share.
At June 30, 2000, 694,971 shares of Series A preferred stock were outstanding.
If the preferred stockholders do not convert their shares into common stock, and
if we were required to redeem any significant number of shares of Series A
preferred stock, our financial condition would be materially affected.

     INFLATION

     Inflation has not had a significant effect on our operations or financial
position and management believes that the future effects of inflation on our
operations and financial position will be insignificant.

                                       12
   16

                                    BUSINESS

OUR STRATEGY

     We are in the process of putting into place a strategic and operational
business plan to establish ourselves in the warranty service contract business
and the reinsurance industry.

     WARRANTYSUPERSTORE.COM WEB SITE

     We have developed a web site on the Internet to market warranty service
contracts on automobiles and consumer products. Our web site is called
WarrantySuperstore.com. Through this web site, we plan to sell our products and
services directly to consumers.

     We are currently offering warranty service contracts for automobiles (new
and used), office equipment, consumer electronics, home appliances, lawn and
garden equipment, and computers.

     We intend to advertise our web site through print, radio, and television
advertising and links from other Internet sites. We do not currently intend to
have distribution channels for our products and services other than the
Internet.

     We offer our products and services in states that permit program marketers
to be the obligor on warranty service contracts. Currently, this represents
approximately 40 states for automobile service contracts and most states for
other service contracts. We now anticipate that the obligor on warranty service
contracts sold on WarrantySuperstore.com will be a third party warranty company.
We are responsible for marketing, booking sales, collecting payment for warranty
service contracts, reporting and paying premiums to a reinsurance carrier, and
providing information to the reinsurance carrier's appointed claims
administrator.

     Although we will manage most functions for the warranty service contracts,
we will not administer the claim functions. The reinsurance carrier has
appointed a claims administrator to administer the claims functions, including
payment of claims. We are in the process of establishing an electronic data
processing interface with the claims administrator and to report details
regarding the contracts to the reinsurance carrier.

     Great American Insurance Company is providing contractual liability
reinsurance covering the obligations to repair or replace the products covered
by the service contracts.

     We intend to provide customer analysis reports to retailers on a fee basis.
We believe that it will be able to develop market research questionnaires and
produce market research reports based on database information collected through
sales on WarrantySuperstore.com.

     We expect to use WarrantySuperstore.com to generate advertising revenues.
We plan to sell banner page advertisements on its web site and to sell
advertisements on a preferred client list basis.

     REINSURANCE ACTIVITIES

     Stamford Reinsurance Company, Ltd. ("Stamford") is a wholly owned
subsidiary of ours chartered under the laws of the Cayman Islands. Stamford is
licensed to conduct business as an reinsurance company in the Cayman Islands and
as a reinsurance company throughout the U.S. Stamford began generating revenues
in the fourth quarter of 1999.

     When Stamford is sufficiently capitalized, we intend to request the
reinsurance carriers providing contractual liability coverage on our warranty
service contracts to share (via reinsurance) a portion of the risk with
Stamford. Our ability to influence the reinsurance carriers to direct
reinsurance business to Stamford will depend on our negotiating strength, which,
in turn, will depend on the success of WarrantySuperstore.com. Stamford's
ability to reinsure our warranty service contract business will largely depend
on the primary reinsurance carriers' willingness to cede reinsurance to
Stamford.

                                       13
   17

     Our long-range plans for Stamford depend on Stamford's growth and
development of greater financial stability. If Stamford's operations are
successful, then we intend to cause Stamford to seek additional reinsurance
opportunities that are not related to us. Stamford may use reinsurance brokers
to identify other reinsurance opportunities. We may also consider any
appropriate opportunities to sell Stamford that may arise.

     DOMESTIC LICENSING

     As an offshore reinsurance company, Stamford is permitted to function as a
reinsurance company in the U.S. As such, it can reinsure U.S. reinsurance
companies. Our long-range strategy is to identify and acquire a property and
casualty reinsurance carrier that holds state licenses. If we acquire a domestic
reinsurance carrier, we plan to use the carrier to serve as a specialty insurer
in niche commercial markets that are under served by standard reinsurance
carriers.

     OTHER INFORMATION

     We are party to an investment advisory agreement AIG Global Investment
Corporation under which AIG Global will function as investment advisor and
manager of our investment assets. AIG Global provides management services to all
affiliated reinsurance companies of American International Group and other third
party institutions worldwide.

EMPLOYEES

     At September 30, 2000, we employed six full-time personnel.

PROPERTIES

     We lease approximately 4,100 square feet of office space at 610 South
Industrial Boulevard, Euless, Texas. Monthly rental under the lease is $4,175.
The lease expires in July 2001. We do not own any real property.

                                       14
   18

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The following table presents information with respect to our directors and
executive officers.

      NAME                AGE                    POSITION(S)
- ------------------        ---    ------------------------------------------
                           
James J. Fyfe             45     Chairman of the Board of Directors
Robert F. Benoit          42     Director and Chief Executive Officer
Robert H. Hutchins        71     Director and President
John L. King              56     Vice President, Chief Financial Officer
David H. Boltz            42     Vice President, Chief Information Officer
Paul L. Harrison          38     Director
Joseph P. Raftery         57     Director

     JAMES F. FYFE has served as a director of Corniche since May 1995. He
became Chairman of the Board in April 2000. From May 1995 until May 1998, Mr.
Fyfe served as Vice President and Chief Operating Officer of Corniche. Mr. Fyfe
has been a director of Machine Vision Holdings, Inc., an intelligent automation
technology software company, since January 1998 and of Transmedia Asia Pacific,
Inc., a member benefit loyalty marketing company, since October 1999. From
August 1996 to August 1997, Mr. Fyfe was an outside director of Medical Laser
Technologies, Inc.

     ROBERT F. BENOIT has served as Chief Executive Officer since September 1999
and Secretary since June 1999. He was Executive Vice President and Chief
Operating Officer from February 1999 to September 1999. From May 1996 to
February 1999, Mr. Benoit was a business analyst at Warrantech Automotive, Inc.,
a service contract provider, in Euless, Texas, where he served as project leader
for Internet applications. From October 1995 to May 1996, Mr. Benoit served as
the corporate accounting manager responsible for the non-bank subsidiaries of
Shawmut Bank, National Association.

     ROBERT H. HUTCHINS has served as a director and the President and Principal
Financial Officer of Corniche since May 1998. Mr. Hutchins was employed by
Warrantech Automotive, Inc. as National Claims Manager, from May 1995 to May
1998. Prior to joining Warrantech, he spent 45 years in the property and
casualty reinsurance industry in various executive and management positions.

     JOHN L. KING  has served as the Vice President, Chief Financial Officer
since June 2000. From January 1996 to June 2000, Mr. King was an independent
business consultant. From May 1993 to December 1995, Mr. King was the Chief
Financial Officer for Advacare, Inc., a health care billings company based in
Dallas, Texas. From April 1989 to April 1993, Mr. King served as the business
unit controller for a division of Conner Peripherals, Inc., based in Orlando,
Florida.

     DAVID H. BOLTZ, PH.D. has served as Vice President, Chief Information
Officer since June 2000. From May of 1991 to June 2000, Dr. Bolt was an
independent business consultant operating as Language Engineering Services,
where he was engaged in providing business technology consulting services and
information management services to numerous firms in the Dallas/Ft. Worth
metroplex.

     PAUL L. HARRISON was elected as a director of Corniche in June 2000. He has
been a director of Transmedia Europe, Inc., a member benefit loyalty marketing
company in London, England, since June 1996. Mr. Harrison was also President,
Principal Financial and Accounting Officer and Secretary of Transmedia Asia
Pacific, Inc., also a member benefit loyalty marketing company in London,
England, until October 1999. From May 1994 until June 1997, he was a business
and financial consultant to Transmedia Europe, Inc.

     JOSEPH P. RAFTERY was also elected as a director of Corniche in June 2000.
He has been an independent business consultant since 1998. From 1990 to 1998,
Mr. Raftery was Chairman and a member of the Board of Directors and President of
BankAmerica Insurance Group, Inc., a subsidiary of BankAmerica Corp. based in
San Diego, California.

                                       15
   19

TERMS OF OFFICE

     Members of the board are elected at each annual meeting of stockholders, to
serve one year terms or until their successors are elected and qualified or
their earlier resignation or removal. Our executive officers are elected
annually by the board and serve at the discretion of the board until their
successors are elected and qualified or their earlier resignation or removal.

BOARD COMMITTEES

     Our Board of Directors has established two committees: the Audit Committee,
and the Compensation Committee.

     The Audit Committee is responsible for recommending to the Board of
Directors the engagement of our independent auditors and reviewing with the
independent auditors the scope and results of the audits, our internal
accounting controls, audit practices, and the professional services furnished by
the independent auditors. The current members of the Audit Committee are Messrs.
Fyfe, Harrison and Raftery.

     The Compensation Committee is responsible for reviewing and approving all
compensation arrangements for our senior executive officers. The current members
of the Compensation Committee are Messrs. Benoit, Harrison and Raftery.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Our Board of Directors established the Compensation Committee in June 2000.
Prior to establishing the Compensation Committee, our Board of Directors as a
whole performed the functions delegated to the Compensation Committee. No
current or former member of our Compensation Committee has served as a member of
the board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of our Board of Directors or
Compensation Committee.

COMPENSATION OF DIRECTORS

     Pursuant to the 1998 Independent Director Compensation Plan, each director
who is not an officer or employee of Corniche is entitled to receive
compensation of $2,500 per calendar quarter plus 500 shares of common stock per
calendar quarter of board service, in addition to reimbursement of travel
expenses. Outside directors are entitled to be compensated for committee service
at $500 per calendar quarter plus 125 shares of common stock per calendar
quarter. No directors' fees are payable to Corniche employees who serve as
directors. Corniche deferred the payment of directors' fees for service during
the year ended December 31, 1999.

     All directors are entitled to receive options to purchase 1,500 shares of
common stock each May under Corniche's 1992 Stock Option Plan for Directors.

EXECUTIVE COMPENSATION

     In February 1998, Corniche changed its fiscal year end from March 31 to
December 31. Consequently, the executive compensation information presented
below relates to the period from April 1, 1998, through December 31, 1999. Mr.
Hutchins, Corniche's President and former Principal Financial Officer, was
Corniche's only executive officer as of December 31, 1998, who received
compensation from Corniche during the nine-month period then ended. Mr. Hutchins
and Robert F. Benoit were Corniche's only executive officers during 1999. Except
for Mr. Hutchins' service in 1998, neither of them was an employee of Corniche
during any prior fiscal year. The table below sets forth information concerning
the compensation of Hutchins and Benoit for services in all capacities to
Corniche for the nine months ended December 31, 1998, and the year ended
December 31, 1999.

                                       16
   20

                           SUMMARY COMPENSATION TABLE

                                                         ANNUAL COMPENSATION
                                                 ---------------------------------
            NAME AND PRINCIPAL POSITION           YEAR        SALARY      OTHER(2)
- --------------------------------------------     -------     -------     ---------
                                                                
Robert H. Hutchins                               1997             --          --
   President and Principal Financial Officer     1998(1)     $49,038     $ 3,200
                                                 1999        $85,000     $ 4,000

Robert A. Benoit                                 1997             --          --
   Chief Executive Officer, Executive Vice       1998             --          --
   President, and Secretary                      1999(3)     $62,019     $ 4,000

- ----------

(1)      From May 18, 1998, when Mr. Hutchins first joined Corniche, to December
         31, 1998.

(2)      Represents an automobile allowance.

(3)      From February 15, 1999, when Mr. Benoit first joined Corniche, to
         December 31, 1999.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

     The following table sets forth information concerning grants of stock
options to the named executive officers during 1999. All options granted to
executive officers in the last fiscal year were granted under the 1998 Employees
Incentive Stock Option Plan. The percent of the total options set forth below is
based on an aggregate of 175,000 options granted to one employee during the year
ended December 31, 1999. All options were granted at the fair market value on
the date of grant as determined by our board of directors and are immediately
exercisable.

     The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission. There can
be no assurance that the actual stock price appreciation over the 10-year
option term will be at the assumed 5% and 10% levels or at any other defined
level. Unless the market price of the common stock appreciates over the option
term, no value will be realized from the option grants. The potential realizable
value is calculated by assuming that the fair market value of the common stock
on the date of grant of the options appreciates over the exercise price at the
indicated rate for the entire term of the option and that the option is
exercised at the exercise price and the resulting shares sold on the last day at
the appreciated price.

                                                  INDIVIDUAL GRANTS                         POTENTIAL REALIZABLE
                             ---------------------------------------------------------        VALUE AT ASSUMED
                                                                                            ANNUAL RATES OF STOCK
                                NUMBER OF       % OF TOTAL      EXERCISE                     PRICE APPRECIATION
                               SECURITIES      OPTIONS/SARS     OR BASE                        FOR OPTION TERM
                               UNDERLYING       GRANTED TO       PRICE                    ------------------------
                              OPTIONS/SARS     EMPLOYEES IN      (PER      EXPIRATION
                                GRANTED         FISCAL YEAR      SHARE)       DATE          5%             10%
                              ------------     ------------     --------    ----------    --------       --------
                                                                                       
Robert F. Benoit                75,000             43%           $1.097     2/15/2009     $105,000       $132,500
                               100,000             57%           $1.000     9/27/2009     $127,900       $161,000

AGGREGATE OPTION EXERCISES IN 1999 AND FISCAL YEAR-END OPTION VALUES

     None of the named executive officers exercised any stock options during
1999.

     The following table sets forth as of December 31, 1999, for each of the
named executive officers:

     o        the total number of unexercised options to purchase our common
              stock; and

     o        the value of options that were in-the-money at December 31,
              1999.

                                       17
   21

                                        NUMBER OF SECURITIES
                                       UNDERLYING-UNEXERCISED        VALUE OF UNEXERCISED
                                         OPTIONS AT FISCAL           IN-THE-MONEY-OPTIONS
                                              YEAR-END                AT FISCAL YEAR-END
                   NAME             (EXERCISABLE/UNEXERCISABLE)   (EXERCISABLE/UNEXERCISABLE)
- ---------------------------------   --------------------------    ---------------------------
                                                            
Robert F. Benoit.................             175,000/-                       -/-

BENEFIT PLANS

     1992 STOCK OPTION PLAN

     In April 1992, Corniche adopted the 1992 Stock Option Plan to provide for
the granting of options to directors. According to the terms of this plan, each
director is granted options to purchase 1,500 shares each year. The maximum
amount of Corniche's common stock that may be granted under this plan is 20,000
shares. Options are exercisable at the fair market value of the common stock on
the date of grant and have five-year terms.

     1998 EMPLOYEE INCENTIVE STOCK OPTION PLAN

     Under the 1998 Plan, the maximum aggregate number of shares which may be
issued under options is 3,000,000 shares of common stock. The aggregate fair
market value (determined at the time the option is granted) of the shares for
which incentive stock options are exercisable for the first time under the terms
of the 1998 Plan by any eligible employee during any calendar year cannot exceed
$100,000. The option exercise price of each option is 100% of the fair market
value of the underlying stock on the date the options are granted, except that
no option will be granted to any employee who, at the time the option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Corporation or any subsidiary unless (a) at the
time the options are granted, the option exercise price is at least 110% of the
fair market value of the shares of common stock subject to the options and (b)
the option by its terms is not exercisable after the fifth anniversary of the
date on which the option is granted.

     The 1998 Plan is administered by the Compensation Committee of the Board of
Directors. In 1999, options to acquire 100,000 common shares at $1.00 per share
and options to acquire 75,000 common shares at $1.097 were granted to an
officer. Additionally, an option to acquire 25,000 common shares at $0.6875 per
share was granted to a consultant. In June 2000, options to acquire 100,000
common shares at $1.88 per share and options to acquire 100,000 common shares at
$1.94 per share were granted to two officers.

EMPLOYMENT AGREEMENTS

     ROBERT F. BENOIT

     Effective June 26, 2000, we entered into an employment agreement with Mr.
Benoit. This employment agreement has a three-year term and provides that Mr.
Benoit receive a base salary of $100,000 per year. Mr. Benoit also receives a
$6,000 automobile allowance per year. Additionally, Mr. Benoit is eligible to
receive a performance bonus at the sole discretion of our board of directors.
Mr. Benoit is also entitled to reimbursement for business or entertainment
expenses and other expenses and he may participate in all employee benefit
plans, severance plans, health insurance plans, deferred compensation plans,
incentive plans and other plans as may be available to our other employees,
subject to the terms of those programs. If we terminate Mr. Benoit's employment
without cause or he resigns for good reason, as both terms are defined in his
employment agreement, we will pay Mr. Benoit a severance payment equal to 18
months base salary and performance bonus for the term of his employment
agreement and Mr. Benoit will retain all rights to his vested stock options,
among other things described in his employment agreement. Mr. Benoit has agreed,
pursuant to his employment agreement, not to compete with us during his
employment and for a period of two years following termination of his
employment. Further, Mr. Benoit has agreed not to disclose any of our
confidential information at any time during or subsequent to his employment with
us, other than pursuant to our policies regarding disclosure. In addition, Mr.
Benoit has agreed not to solicit our employees for a period of 18 months
following termination of his agreement.

                                       18
   22

     DAVID H. BOLTZ

     Effective June 26, 2000, we entered into an employment agreement with Mr.
Boltz. This employment agreement has a three-year term and provides that Mr.
Boltz receive a base salary of $75,000 per year. Additionally, Mr. Boltz is
eligible to receive a performance bonus at the sole discretion of our board of
directors. Mr. Boltz is also entitled to reimbursement for business or
entertainment expenses and other expenses and he may participate in all employee
benefit plans, severance plans, health insurance plans, deferred compensation
plans, incentive plans and other plans as may be available to our other
employees, subject to the terms of those programs. If we terminate Mr. Boltz's
employment without cause or he resigns for good reason, as both terms are
defined in his employment agreement, we will pay Mr. Boltz a severance payment
equal to 18 months base salary and performance bonus for the term of his
employment agreement and Mr. Boltz will retain all rights to his vested stock
options, among other things described in his employment agreement. Mr. Boltz has
agreed, pursuant to his employment agreement, not to compete with us during his
employment and for a period of two years following termination of his
employment. Further, Mr. Boltz has agreed not to disclose any of our
confidential information at any time during or subsequent to his employment with
us, other than pursuant to our policies regarding disclosure. In addition, Mr.
Boltz has agreed not to solicit our employees for a period of 18 months
following termination of his agreement.

     JOHN L. KING

     Effective June 26, 2000, we entered into an employment agreement with Mr.
King. This employment agreement has a three-year term and provides that Mr. King
receive a base salary of $75,000 per year. Additionally, Mr. King is eligible to
receive a performance bonus at the sole discretion of our board of directors.
Mr. King is also entitled to reimbursement for business or entertainment
expenses and other expenses and he may participate in all employee benefit
plans, severance plans, health insurance plans, deferred compensation plans,
incentive plans and other plans as may be available to our other employees,
subject to the terms of those programs. If we terminate Mr. King's employment
without cause or he resigns for good reason, as both terms are defined in his
employment agreement, we will pay Mr. King a severance payment equal to 18
months base salary and performance bonus for the term of his employment
agreement and Mr. King will retain all rights to his vested stock options, among
other things described in his employment agreement. Mr. King has agreed,
pursuant to his employment agreement, not to compete with us during his
employment and for a period of two years following termination of his
employment. Further, Mr. King has agreed not to disclose any of our confidential
information at any time during or subsequent to his employment with us, other
than pursuant to our policies regarding disclosure. In addition, Mr. King has
agreed not to solicit our employees for a period of 18 months following
termination of his agreement.

                                       19
   23

                           RELATED PARTY TRANSACTIONS

     Other than the compensation and other arrangements described in
"Management," and the transactions described below, since January 1, 1997 there
has not been, nor is there currently proposed, any transaction or series of
similar transactions to which we were or will be a party:

     o   in which the amount involved exceeded or will exceed $60,000;
         and

     o   in which any director, executive officer, holder of more than 5% or our
         common stock on an as-converted basis or any member of their immediate
         family had or will have a direct or indirect material interest.

     We believe that each of the transactions described below were on terms no
less favorable than could have been obtained from unaffiliated third parties.
All future transactions between Corniche and any director or executive officer
will be subject to approval by a majority of the disinterested members of our
board of directors.

STOCK SALES TO DIRECTORS, OFFICERS AND 5% STOCKHOLDERS

     On March 4, 1998, we entered into a Stock Purchase Agreement with Joel San
Antonio, Robert H. Hutchins (a director and President of Corniche) and certain
other individuals acquiring an aggregate of 765,000 shares of a Series B
convertible redeemable preferred stock, par value $0.01 per share. Mr. San
Antonio purchased 710,000 shares of Series B convertible redeemable preferred
stock at $0.10 per share, for total consideration of $71,000 and Mr. Hutchins
purchased 15,000 shares of Series B convertible redeemable preferred stock at
$0.10 per share, for total consideration of $1,500. Assuming the full conversion
of the Series B convertible preferred stock into common stock, Mr. San Antonio
is the beneficial owner of 4,852,500 shares of common stock, over 20% of the
voting power of our voting stock.

AGREEMENTS WITH DIRECTORS, EXECUTIVE OFFICERS AND 5% STOCKHOLDERS

     From May 1998 to September 1999, Mr. San Antonio served as Chairman of the
Board of Directors of Corniche. Mr. San Antonio is the Chairman of the Board and
Chief Executive Officer of Warrantech Corporation. Warrantech is the claims
administrator for our warranty service contracts. Under this arrangement we
report all claims to Warrantech and pay $25 per claim to Warrantech.

STOCK OPTIONS GRANTED TO DIRECTORS, EXECUTIVE OFFICERS AND 5% STOCKHOLDERS

     Since 1997, we have granted the following options to purchase our common
stock to our directors, executive officers and stockholders who beneficially own
5% or more of our common stock. In 1999, options to acquire 100,000 common
shares at $1.00 per share and options to acquire 75,000 common shares at $1.097
per share were granted to Robert F. Benoit, a director and Chief Executive
Officer of Corniche. In May 1997, James J. Fyfe (Chairman of the Board of
Directors of Corniche) was granted an option to acquire 1,500 common shares at
$0.3125 per share under the 1992 Plan. In June 2000, John L. King (Vice
President and Chief Financial Officer of Corniche) was granted options to
acquire 100,000 common shares at $1.88 per share and David H. Boltz (Vice
President and Chief Information Officer) was granted options to acquire 100,000
common shares at $1.94 per share.

                                       20
   24

                       PRINCIPAL AND SELLING STOCKHOLDERS

     The following table shows the number and percentage of outstanding shares
of Corniche's common stock beneficially owned as of September 30, 2000, by (i)
each of our directors and executive officers, (ii) all of our directors and
officers as a group, (iii) all persons that we know to be beneficial owners of
5% or more of any class of our voting capital stock, and (iv) each selling
stockholder. Unless otherwise noted, each person listed in the table has sole
voting and investment power with respect to the shares indicated as beneficially
owned by that person. The table assumes that everyone listed below has converted
all of their shares of convertible preferred stock into shares of common stock.
For a description of Corniche's convertible preferred stock, see "Description of
Capital Stock."

                                                         COMMON SHARES                               COMMON SHARES
                                                          OWNED BEFORE                                OWNED AFTER
                                                            OFFERING            COMMON                OFFERING (1)
NAME AND ADDRESS OF                               ---------------------------  SHARES TO          ---------------------
BENEFICIAL OWNER                                     AMOUNT        % OF CLASS   BE SOLD           AMOUNT     % OF CLASS
- ---------------------------------------           ------------     ----------  ---------          ------     ----------
                                                                                              
Robert F. Benoit                                      5,000              *         5,000            --            --
James J. Fyfe(2)(3)                                 107,500              *       107,500            --            --
Paul L. Harrison                                         --             --            --            --            --
Robert H. Hutchins(2)(4)                            150,000              *       150,000            --            --
Joseph P. Raftery                                        --             --            --            --            --
All Officers and Directors as a Group               262,500            1.1%      262,500            --            --
(5 Persons)

Glen Aber(2)                                        150,000              *       150,000            --            --
Naomi Anne Aboud                                     40,000              *        40,000            --            --
Adler Corporation PTY, Ltd.                         937,500            4.1%      937,500            --            --
Advanced Balanced International
Investment Strategies N.V.                          625,000            2.7%      625,000            --            --
Placido Amendolia                                    20,000              *        20,000            --            --
Balanced International Investment
Strategies (BIIS) N.V.                              625,000            2.7%      625,000            --            --
Michael Barrasso                                     60,000              *        60,000            --            --
Dr. Richard Berger                                   20,000              *        20,000            --            --
Anthony J. Blazej                                     2,500              *         2,500            --            --
Dr. Craig Bloom                                      10,000              *        10,000            --            --
William J. Bozsnyak                                   5,000              *         5,000            --            --
William J. Bozsnyak & Beverly J. Brook-
Bozsnyak                                             30,000              *        30,000            --            --
Cappadocia Limited(2)                               100,000              *       100,000            --            --
Paul M. Cervino                                      20,000              *        20,000            --            --
Jan R. Culp                                          10,000              *        10,000            --            --
Andrew Darmstadter                                   20,000              *        20,000            --            --
Herbert P. Decordova                                 20,000              *        20,000            --            --
Roland A. Desilva                                    20,000              *        20,000            --            --
Dr. C. Durbak                                        30,000              *        30,000            --            --
George N. Faris                                      27,778              *        27,778            --            --
Michael Edward Fitzgerald                            80,000              *        80,000            --            --
Robert Franco                                        12,500              *        12,500            --            --
Dominick Fusco                                        2,500              *         2,500            --            --

                                       21
   25

                                                         COMMON SHARES                               COMMON SHARES
                                                          OWNED BEFORE                                OWNED AFTER
                                                            OFFERING            COMMON                OFFERING (1)
NAME AND ADDRESS OF                               ---------------------------  SHARES TO          ---------------------
BENEFICIAL OWNER                                     AMOUNT        % OF CLASS   BE SOLD           AMOUNT     % OF CLASS
- ---------------------------------------           ------------     ----------  ---------          ------     ----------
                                                                                              
PICTEC & CIE(5)                                   2,925,000             13%    2,925,000            --            --
General & Private Funds Management
PTY, Ltd.                                            10,000              *        10,000            --            --
Ronald F. Glime(2)                                  502,500            2.2%      502,500            --            --
Robert C. Gmuer                                     100,000              *       100,000            --            --
Lou Hammer                                            2,500              *         2,500            --            --
Hamo PTY, Ltd.                                       50,000              *        50,000            --            --
Headline Securities, Ltd.                           625,000            2.7%      625,000            --            --
Maryellen Gussack-Hochstein                          10,000              *        10,000            --            --
Mark Ian Horrocks                                   312,500            1.3%      312,500            --            --
A.R. Kerr                                            62,500              *        62,500            --            --
Justin and Sharen Kolnick                            10,000              *        10,000            --            --
Joseph Longo                                         10,000              *        10,000            --            --
Edward J. Madden                                     11,111              *        11,111            --            --
Connor Michael Maloney                              105,000              *       105,000            --            --
Peter & Alisa Metzner, Trustees, Metzner
Family Trust                                         15,000              *        15,000            --            --
Frontier Investments Limited(2)                   1,800,000              8%    1,800,000            --            --
Steven Miner                                          2,500              *         2,500            --            --
OIC Nominees Limited(2)                             100,000              *       100,000            --            --
Keith Parker                                         58,056              *        58,056            --            --
Colin Pomfret                                        20,000              *        20,000            --            --
Pritdown PTY, Ltd.                                   40,000              *        40,000            --            --
Alex Pusco                                          312,500            1.3%      312,500            --            --
Peter and Margaret Ranieri                           10,000              *        10,000            --            --
Michael Salpeter(2)                                 500,000            2.2%      500,000            --            --
Joel San Antonio(2)(6)                            4,852,500           21.5%    4,852,500            --            --
Mark Seigerman                                        2,500              *         2,500            --            --
Edward Spindel                                       55,556              *        55,556            --            --
Michael R. Spindel                                   55,556              *        55,556            --            --
Charles G. Stiene                                     2,500              *         2,500            --            --
Larry Targan                                         10,000              *        10,000            --            --
Bradley Vidgeon                                      43,750              *        43,750            --            --
Bradley D. Weber                                     10,000              *        10,000            --            --
Joel Weissman                                        10,000              *        10,000            --            --
Grant White                                          50,000              *        50,000            --            --
Sam Wolkowicki                                       27,778              *        27,778            --            --

- ----------
*    less than 1%.

(1)      For the purposes of this table, it is assumed that all common shares to
         be registered will be sold in this offering.

                                       22
   26

(2)      All of the shares included in the table represent common stock issuable
         upon conversion of Series B convertible redeemable preferred stock.

(3)      Includes: 3,000 shares of common stock issuable upon exercise of
         currently exercisable stock options; and 100,000 shares issuable upon
         conversion of 10,000 shares of Series B convertible redeemable
         preferred stock.

(4)      Includes: 150,000 shares issuable upon conversion of 15,000 shares of
         Series B convertible redeemable preferred stock held by Mr. Hutchins
         and his wife as co-trustees of a living trust for the benefit of their
         children.

(5)      The address of PICTEC & CIE is B.D. Georges-Favon 29, Geneva 1204,
         Switzerland.

(6)      Mr. San Antonio's address is c/o Corniche Group Incorporated, 610 South
         Industrial Boulevard, Euless, Texas 76040. According to Amendment No. 2
         to Schedule 13D filed by Mr. San Antonio in August 2000, Mr. San
         Antonio has sole power to vote and to direct the disposition of
         4,850,000 of the shares included in the table. He shares voting and
         dispositive power with respect to 1,100,000 shares included in the
         table, which are issued to his wife, children, mother, and brother.

                                       23
   27

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

      The authorized capital stock of Corniche consists of 75,000,000 shares of
common stock, $0.001 par value per share, 14,222,971 of which are outstanding.
As of September 30, 2000, there were 694,974 shares of Series A convertible
preferred stock outstanding, and 825,000 shares of Series B convertible
redeemable preferred stock outstanding. The following statements are brief
summaries of certain provisions relating to Corniche's capital stock.

SERIES A CONVERTIBLE PREFERRED STOCK

      The Series A preferred stock has a liquidation value of $1 per share, is
nonvoting and convertible into common stock at a price of $5.20 per share.
Holders of Series A preferred stock are entitled to receive cumulative cash
dividends of $0.07 per share, per year, payable semi-annually. Corniche can call
the Series A preferred stock at a price of $1.05 per share, plus accrued and
unpaid dividends. In addition, if the closing price of our common stock exceeds
$13.80 per share for any 20 consecutive trading days, we can call the Series A
preferred stock at a price equal to $0.01 per share, plus accrued and unpaid
dividends. The Certificate of Designation for the Series A preferred stock also
states that at any time after December 1, 1999, the holders of the Series A
preferred stock may require us to redeem their shares of Series A preferred
stock (if there are funds with which we may do so) at a price of $1.00 per
share. Notwithstanding any of the foregoing redemption provisions, if any
dividends on the Series A preferred stock are past due, we may not redeem any
shares of Series A preferred stock unless all outstanding shares of Series A
preferred stock are simultaneously redeemed.

SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

      The Series B preferred stock carries a zero coupon and each share of the
Series B preferred stock is convertible into 10 shares of our common stock. The
holder of a share of the Series B preferred stock is entitled to ten times any
dividends paid on the common stock, as well as 10 votes per share, voting as one
class with the common stock.

      The holder of each share of Series B preferred stock has the right, at the
holder's option (but not if the share is called for redemption), to convert the
share into 10 fully paid and non-assessable shares of common stock. The
conversion rate is subject to adjustment as stipulated in the Series B Stock
Purchase Agreement. Upon liquidation, the Series B Stock would be junior to our
Series A preferred stock and would share ratably with the common stock with
respect to liquidating distributions.

COMMON STOCK

      Holders of common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders. Cumulative voting is not
permitted with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted in the election of directors can
elect all of the directors. Holders of common stock are entitled to receive
ratably such dividends, if any, as may be declared by the board of directors of
Corniche out of funds legally available therefor. Upon the liquidation,
dissolution or winding up of Corniche, the holders of common stock are entitled
to receive ratably the net assets of Corniche after payment of all debts and
liabilities and liquidation preferences of outstanding shares of preferred
stock. Holders of common stock have no preemptive, subscription, redemption or
conversion rights.

WARRANTS

       As of September 30, 2000, we have issued warrants to purchase 79,000
shares of common stock in connection with certain financings and to certain
other persons who provided services to Corniche. The exercise prices of these
warrants range from $3.20 to $27.50.

                                       24
   28

DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

      Certain provisions of Delaware law and our amended certificate of
incorporation and amended bylaws could make our acquisition, by means of a
tender offer, a proxy contest or otherwise, more difficult and could also make
the removal of incumbent officers and directors more difficult. These
provisions, summarized below, are expected to discourage certain types of
coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of us to negotiate with us first. We believe
that the benefits of increased protection of our potential ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or
restructure us outweigh the disadvantages of discouraging such proposals
because, among other things, negotiation of such proposals could result in an
improvement of their terms.

      SECTION 203

      We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. In general, the statute prohibits us from engaging in a
business combination with an interested stockholder for a period of three years
after the date that the stockholder became an interested stockholder, unless:

      o  prior to the date that the stockholder became an interested
         stockholder, the transaction or business combination that resulted in
         the stockholder becoming an interested stockholder is approved by the
         Board of Directors;

      o  upon consummation of the transaction that resulted in the stockholder
         becoming an interested stockholder, the interested stockholder owns at
         least 85% of our outstanding voting stock at the time the transaction
         commenced, excluding those shares owned by persons who are directors
         and also officers, and employee stock plans in which employee
         participants do not have the right to determine confidentially whether
         shares held subject to the plan will be tendered in a tender or
         exchange offer; or

      o  on or after the date the stockholder became an interested stockholder,
         the business combination is approved by our Board of Directors and
         authorized at an annual or special meeting of stockholders, and not by
         written consent, by the affirmative vote of at least 66 2/3% of our
         outstanding voting stock that is not owned by the interested
         stockholder.

      Generally, a "business combination" includes a merger, asset or stock
sale, or other transaction resulting in a financial benefit to the stockholder.
Subject to certain exceptions, an "interested stockholder" is any entity or
person beneficially owning 15% or more of our voting stock and any entity or
person affiliated with or controlling or controlled by that entity or person.

LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY AND INDEMNIFICATION

      Our amended certificate of incorporation and amended bylaws also provide
that we shall have the power to indemnify our directors, officers, employees and
other agents to the fullest extent authorized by the Delaware General
Corporation Law. As a result of these provisions, we and our stockholders may be
unable to obtain monetary damages from a director for breach of his or her duty
of care.

      We believe that the provisions in our amended certificate of incorporation
and amended bylaws are necessary to attract and retain qualified persons as
directors and officers.

TRANSFER AGENT AND REGISTRAR

      The transfer agent and registrar for the common stock is Continental Stock
Transfer & Trust Company.

                                       25
   29

                                  LEGAL MATTERS

      Certain legal matters in connection with the sale of the shares of common
stock offered hereby will be passed upon for Corniche by Haynes and Boone, LLP.

                                     EXPERTS

      The consolidated financial statements of Corniche at December 31, 1999 and
for the year then ended appearing in this prospectus and registration statement
have been audited by Weinick Sanders Leventhal & Co., LLP ("Weinick"),
independent auditors, as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.

      The consolidated financial statements of Corniche at March 31, 1997 and
1998 and for the fiscal years then ended appearing in this prospectus and
registration statement have been audited by Simontacchi & Company, P.A.
("Simontacchi"), independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

       Simontacchi's report on Corniche's financial statements for the fiscal
years ended March 31, 1997 expressed an unqualified opinion on those financial
statements based upon their audits, but included paragraphs noting a
"substantial doubt about Corniche's ability to continue as a going concern"
based upon the several matters summarized in such reports.

      On August 12, 1998, Corniche and Simontacchi terminated their
client-auditor relationship. The reports of Simontacchi on the financial
statements of Corniche for the prior two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Corniche's Board of Directors
participated in and approved the decision to change the independent accountants.
In connection with its audits for the prior two fiscal years and through August
12, 1998, there were no disagreements with Simontacchi on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Simontacchi, would have caused Simontacchi to make reference thereto in its
report on the financial statements for such years. No "reportable events" as
describe under Item 304(a)(1)(v) of Regulation S-K occurred during the prior two
fiscal years.

      Corniche simultaneously engaged Weinick as its new independent accountants
as of August 12, 1998. Such appointment was approved by Corniche's Board of
Directors. Corniche had not consulted with Weinick regarding any matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      The prospectus constitutes a part of the registration statement on Form
S-1, together with all amendments, supplements, schedules and exhibits to the
registration statement, referred to as the registration statement, which we have
filed with the Securities and Exchange Commission with respect to the common
stock offered in this prospectus. This prospectus does not contain all of the
information in the registration statement. For further information about us and
our securities, see the registration statement and its exhibits. This prospectus
contains a description of the material terms and features of some material
contracts, reports or exhibits to the registration statement required to be
disclosed. However, as the descriptions are summaries of the contracts, reports
or exhibits, we urge you to refer to the copy of each material contract, report
and exhibit attached to the registration statement. Copies of the registration
statement and the exhibits to the registration statement, as well as the
periodic reports, proxy statements and other information we will file with the
SEC, may be examined without charge in the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W. Room 1024,
Washington, DC 20549, and the Securities and Exchange Commission's regional
offices located at 500 West Madison Street, Suite 1400, Chicago, IL 60661, and 7
World Trade Center, 13th Floor, New York, NY 10048 or on the Internet at
http://www.sec.gov. You can get information about the operation of the Public
Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330. Copies of all or a portion of the registration statement can be
obtained from the Public Reference Section of the Securities and Exchange
Commission upon payment of prescribed fees. In addition, the Securities and
Exchange Commission maintains a web site which provides online access to
periodic reports, proxy and information statements

                                       26
   30

and other information regarding registrants that file electronically with the
Securities and Exchange Commission at the address http://www.sec.gov.

      We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and file periodic reports, proxy statements and
other information with the Securities and Exchange Commission. We send an annual
report to stockholders and any additional reports or statements required by the
Securities and Exchange Commission. The annual report to stockholders contains
financial information that has been examined and reported on, with an opinion
expressed by an independent public accountant.

                                       27
   31
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                                      INDEX

                                                                                                        PAGE NO.
                                                                                                        --------
                                                                                                     
REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS .................................................   F-2, F-3

FINANCIAL STATEMENTS:

         Consolidated Balance Sheets at December 31, 1999 and 1998 ..................................   F-4

         Statements of Operations
           For the Year Ended December 31, 1999 (Consolidated) and
           For the Nine Months Ended December 31, 1998 (Consolidated) and
           For the Year Ended March 31, 1998 ........................................................   F-5

         Statements of Convertible Redeemable Preferred Stock, Common Stock,
           Other Stockholders' Equity and Accumulated Deficit For the Year Ended
           December 31, 1999 (Consolidated) and For the Nine Months Ended
           December 31, 1998 (Consolidated) and
           For the Year Ended March 31, 1998.........................................................   F-6

         Statements of Cash Flows
           For the Year Ended December 31, 1999 (Consolidated) and
           For the Nine Months Ended December 31, 1998 (Consolidated) and
           For the Year Ended March 31, 1998 ........................................................   F-7, F-8

Notes to Financial Statements .......................................................................   F-9 - F-24

Schedule II - Valuation of Qualifying Accounts
         For the Year Ended December 31, 1999 (Consolidated) and
         For the Nine Months Ended December 31, 1998 (Consolidated) and
         For the Year Ended March 31, 1998 ..........................................................   F-25

         Consolidated Balance Sheets at June 30, 2000 and 1999 ......................................   F-26

         Statements of Operations
           For the Six Months ended June 30, 2000 (Consolidated) and
           For the Six Months ended June 30, 1999 (Consolidated).....................................   F-28

         Statements of Convertible Redeemable Preferred Stock,
           Common Stock, Other Stockholders' Equity and Accumulated Deficit
           For the Six Months ended June 30, 2000 (Consolidated) and
           For the Six Months ended June 30, 1999 (Consolidated).....................................   F-29

         Statements of Cash Flows
           For the Six Months ended June 30, 2000 (Consolidated) and
           For the Six Months ended June 30, 1999 (Consolidated).....................................   F-30

Notes to Consolidated Financial Statements...........................................................   F-32

   32

                [WEINICK SANDERS LEVENTHAL & CO., LLP LETTERHEAD]

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Corniche Group Incorporated

We have audited the accompanying consolidated balance sheets of Corniche Group
Incorporated and Subsidiary as at December 31, 1999 and 1998, and the related
statements of operations, redeemable preferred stock, common stock, other
stockholders' equity and accumulated deficit, and cash flows for the year ended
December 31, 1999 and for the nine months ended December 31, 1998. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit 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
consolidated 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 Corniche Group
Incorporated and Subsidiary as at December 31, 1999 and 1998, and the results of
their operations and their cash flows for the year ended December 31, 1999 and
for the nine months ended December 31, 1998, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statements schedules for the year ended December 31, 1999 and for the nine
months ended December 31, 1998, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

                                       /s/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
January 28, 2000 (Except as to a portion of Note 8 (b) to which the date is
February 15, 2000)

                                       F-2
   33

                     [SIMONTACCHI & COMPANY, LLP LETTERHEAD]

                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Corniche Group Incorporated

We have audited the accompanying statements of operations, redeemable preferred
stock, common stock, other stockholders' equity and accumulated deficit, and
cash flows of Corniche Group Incorporated for the year ended March 31, 1998. Our
audit also included the financial statement schedule for the year ended March
31, 1998. These financial statements and the financial statement schedule are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of the operations and the cash flows of
Corniche Group Incorporated for the year ended March 31, 1998 in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule for the year ended March 31, 1998, when considered
in relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

                                                  /s/ SIMONTACCHI & COMPANY, LLP

Fairfield, New Jersey
July 10, 1998

                                       F-3
   34
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                                                                                             December 31,
                                                                                     ----------------------------
                                                                                         1999            1998
                                                                                     ------------    ------------
                                                                                               
Current assets:
  Cash and equivalents                                                               $  1,639,473    $    206,313
  Marketable securities                                                                 2,733,319         628,175
  Prepaid expenses                                                                         71,622              --
                                                                                     ------------    ------------
        Total current assets                                                            4,444,414         834,488

Property and equipment, net                                                               655,002          40,781
Deferred acquisition costs                                                                 41,946              --
License, net of accumulated amortization                                                   16,777          17,997
Other assets                                                                               12,525          12,525
                                                                                     ------------    ------------

                                                                                     $  5,170,664    $    905,791
                                                                                     ============    ============

             LIABILITIES, STOCKHOLDERS' EQUITY AND (CAPITAL DEFICIENCY)

Current liabilities:
  Dividends payable - preferred stock                                                $    288,334    $    236,981
  Accounts payable, accrued expenses
    and other current liabilities                                                         561,870         133,941
  Current portion of long-term debt                                                        22,662           4,649
                                                                                     ------------    ------------
        Total current liabilities                                                         872,866         375,571

Unearned revenues                                                                         298,801              --
                                                                                     ------------    ------------

Long-term debt                                                                             76,591           9,262
                                                                                     ------------    ------------

Series A Convertible Preferred Stock:
  Series A $0.07 cumulative convertible
    preferred stock - stated value - $1.00 per share, authorized - 1,000,000
    shares, outstanding - 810,054 shares at December 31, 1999
    and 828,765 shares at December 31, 1998                                               810,054         828,765
                                                                                     ------------    ------------

Convertible Redeemable Preferred Stock, Common Stock,
    Other Stockholders' Equity and (Accumulated Deficit):
  Preferred stock - authorized - 5,000,000 shares, Series B convertible
  redeemable preferred stock, $.01 par value
    Authorized issued and outstanding - 825,000 shares                                      8,250           8,250

    Common stock, $.001 par value, authorized - 30,000,000 shares
      Issued and outstanding - 12,513,127 at December 31, 1999                             12,513              --
                                                  - 6,369,968 at December 31, 1998             --           6,370
    Additional paid-in capital                                                          7,421,944       2,838,420
    Accumulated deficit                                                                (4,330,355)     (3,160,847)
                                                                                     ------------    ------------
        Total convertible redeemable preferred
          stock, common stock, other stockholders'
          equity and (accumulated deficit)                                              3,112,352        (307,807)
                                                                                     ------------    ------------

                                                                                     $  5,170,664    $    905,791
                                                                                     ============    ============

                See accompanying notes to financial statements.

                                      F-4
   35
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                            STATEMENT OF OPERATIONS

                                      For the Year    For the Nine    For the Year
                                         Ended        Months Ended        Ended
                                      December 31,    December 31,      March 31,
                                          1999            1998            1998
                                      ------------    ------------    ------------
                                     (Consolidated)  (Consolidated)
                                                             
Earned revenues                       $     12,854    $         --    $         --

Direct costs                                 7,557              --              --
                                      ------------    ------------    ------------

Gross profit                                 5,297              --              --

General and administrative expenses      1,060,668         428,157         221,602
                                      ------------    ------------    ------------

Operating loss                          (1,055,371)       (428,157)       (221,602)

Interest income (expense), net             (56,965)         25,206          17,804
                                      ------------    ------------    ------------

Net loss before preferred dividend      (1,112,336)       (402,951)       (203,798)

Preferred dividend                         (57,172)        (44,642)        (60,067)
                                      ------------    ------------    ------------

Net loss                              $ (1,169,508)   $   (447,593)   $   (263,865)
                                      ============    ============    ============

Net loss per share of common stock    $      (0.17)   $      (0.07)   $      (0.05)
                                      ============    ============    ============

Weight average number of
  common shares outstanding              6,905,073       6,367,015       5,165,272
                                      ============    ============    ============

                See accompanying notes to financial statements.

                                      F-5
   36
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

      STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK,
               OTHER STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT

                    FOR THE YEAR ENDED DECEMBER 31, 1999 AND
                FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND
                       FOR THE YEAR ENDED MARCH 31, 1998

                                                    Series B
                                                   Convertible
                                                 Preferred Stock                 Common Stock             Additional
                                           ---------------------------   ----------------------------      Paid-In
                                              Shares         Amount         Shares          Amount         Capital
                                           ------------   ------------   ------------    ------------    ------------
                                                                                          
Balance at April 1, 1997                             --             --      2,630,378    $      2,630    $  1,090,493
Issuance of common stock for cash,
  net of related costs of $184,500                   --             --      3,940,000           3,940       1,781,560
Retirement of treasury stock                         --             --       (218,100)           (218)       (204,492)
Conversion of Series A convertible
  preferred stock into common
  stock                                              --             --          2,953               3          15,356
Series A convertible preferred
  stock dividend                                     --             --             --              --              --
Net loss before preferred
  stock dividend                                     --             --             --              --              --
                                           ------------   ------------   ------------    ------------    ------------

Balance at March 31, 1998                            --             --      6,355,231           6,355       2,682,917
Adjustments to common stock                          --             --          2,212               2              (2)
Issuance of Series B convertible
  preferred stock for cash                      765,000          7,650             --              --          68,850
Issuance of Series B convertible
  preferred stock for services
  rendered                                       60,000            600             --              --           5,400
Conversion of Series A convertible
  preferred stock into common stock                  --             --         12,525              13          81,255
Series A convertible preferred
  stock dividend                                     --             --             --              --              --
Net loss before preferred
  stock dividend                                     --             --             --              --              --
                                           ------------   ------------   ------------    ------------    ------------

Balance at December 31, 1998                    825,000          8,250      6,369,968           6,370       2,838,420
Issuance of common stock for
  interest and services rendered                     --             --         55,000              55          57,664
Issuance of common stock for
  indebtedness                                       --             --        208,738             209         252,973
Issuance of common stock for
  cash, net of offering costs                        --             --      5,875,835           5,876       4,248,360
Conversion of Series A convertible
  preferred stock into common stock                  --             --          3,586               3          24,527
Series A convertible stock dividends                 --             --             --              --              --
Net loss before preferred stock dividend             --             --             --              --              --
                                           ------------   ------------   ------------    ------------    ------------

Balance at December 31, 1999                    825,000   $      8,250     12,513,127    $     12,513    $  7,421,944
                                           ============   ============   ============    ============    ============

                                                  Treasury Stock
                                           ----------------------------    Accumulated
                                              Shares          Amount         Deficit          Total
                                           ------------    ------------    ------------    ------------
                                                                               
Balance at April 1, 1997                       (218,100)   $(   204,710)   $( 2,449,389)   $( 1,560,976)
Issuance of common stock for cash,
  net of related costs of $184,500                   --              --              --       1,785,500
Retirement of treasury stock                    218,100         204,710              --              --
Conversion of Series A convertible
  preferred stock into common
  stock                                              --              --              --          15,359
Series A convertible preferred
  stock dividend                                     --              --         (60,067)        (60,067)
Net loss before preferred
  stock dividend                                     --              --        (203,798)       (203,798)
                                           ------------    ------------    ------------    ------------

Balance at March 31, 1998                            --              --      (2,713,254)        (23,982)
Adjustments to common stock                          --              --              --              --
Issuance of Series B convertible
  preferred stock for cash                           --              --              --          76,500
Issuance of Series B convertible
  preferred stock for services
  rendered                                           --              --              --           6,000
Conversion of Series A convertible
  preferred stock into common stock                  --              --              --          81,268
Series A convertible preferred
  stock dividend                                     --              --         (44,642)        (44,642)
Net loss before preferred
  stock dividend                                     --              --        (402,951)       (402,951)
                                           ------------    ------------    ------------    ------------

Balance at December 31, 1998                         --              --      (3,160,847)       (307,807)
Issuance of common stock for
  interest and services rendered                     --              --              --          57,719
Issuance of common stock for
  indebtedness                                       --              --              --         253,182
Issuance of common stock for
  cash, net of offering costs                        --              --              --       4,254,236
Conversion of Series A convertible
  preferred stock into common stock                  --              --              --          24,530
Series A convertible stock dividends                 --              --         (57,172)        (57,172)
Net loss before preferred stock dividend             --              --      (1,112,336)     (1,112,336)
                                           ------------    ------------    ------------    ------------

Balance at December 31, 1999                         --    $         --    $( 4,330,355)   $  3,112,352
                                           ============    ============    ============    ============

                See accompanying notes to financial statements.

                                      F-6
   37
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                            STATEMENTS OF CASH FLOWS

                                                                             For the Year    For the Nine    For the Year
                                                                                Ended        Months Ended        Ended
                                                                             December 31,    December 31,      March 31,
                                                                                 1999            1998            1998
                                                                             ------------    ------------    ------------
                                                                            (Consolidated)  (Consolidated)
                                                                                                    
Cash flows from operating activities:
  Net loss                                                                   $ (1,169,508)   $   (447,593)   $   (263,865)
                                                                             ------------    ------------    ------------
  Adjustments to reconcile net loss to
      net cash used in operating activities:
    Common shares and Series B preferred
      shares issued for interest expense
      and for services rendered                                                    57,719           6,000              --
    Series A preferred stock dividends                                             57,172          44,642          60,067
    Depreciation and amortization                                                  82,338           3,435             388
    Unearned revenues                                                             298,801              --              --
    Increase (decrease) in cash flows as
        a result of changes in asset and liability account balances net of
        effects from purchase of Stamford Insurance Company, Ltd.:
      Deferred acquisition costs                                                  (41,946)             --              --
      Prepaid expenses and other receivables                                      (71,622)            179             821
      Other assets                                                                     --         (12,525)             --
      Accounts payable, accrued expenses
        and other current liabilities                                             422,929          82,729         (67,014)
                                                                             ------------    ------------    ------------
  Total adjustments                                                               805,391         124,460          (5,738)
                                                                             ------------    ------------    ------------

Net cash used in operating activities                                            (364,117)       (323,133)       (269,603)
                                                                             ------------    ------------    ------------

Cash flows from investing activities:
  Investment in marketable securities                                          (2,105,144)       (628,175)             --
  Acquisition of property assets                                                 (442,157)        (25,745)             --
  Acquisition of subsidiary                                                            --         (37,000)             --
                                                                             ------------    ------------    ------------
Net cash used in investment activities                                         (2,547,301)       (690,920)             --
                                                                             ------------    ------------    ------------

Cash flows from financing activities:
  Net proceeds from issuance
    of capital stock                                                            4,254,236          76,500       1,785,500
  Net proceeds from long-term debt                                                 89,264              --              --
  Payments of capital lease obligations                                            (3,922)         (3,995)             --
  Net repayments of notes payable                                                      --              --        (400,000)
                                                                             ------------    ------------    ------------
Net cash provided by financing activities                                       4,339,578          72,505       1,385,500
                                                                             ------------    ------------    ------------

Net increase (decrease) in cash                                                 1,428,160        (941,548)      1,115,897

Cash balance acquired with
  purchase of subsidiary                                                               --          18,797              --

Cash and cash equivalents
  at beginning of period                                                          206,313       1,129,064          13,167
                                                                             ------------    ------------    ------------

Cash and cash equivalents
  at end of period                                                           $  1,634,473    $    206,313    $  1,129,064
                                                                             ============    ============    ============

                See accompanying notes to financial statements.

                                      F-7
   38
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                      STATEMENTS OF CASH FLOWS (Continued)

                                              For the Year   For the Nine   For the Year
                                                  Ended      Months Ended      Ended
                                              December 31,   December 31,     March 31,
                                                  1999           1998           1998
                                              ------------   ------------   ------------
                                             (Consolidated) (Consolidated)
                                                                   
Supplemental Disclosures of Cash
    Flow Information:
  Cash paid during the period

    Income taxes                              $         --   $         --   $         --
                                              ============   ============   ============

    Interest                                  $     35,193   $        886   $      4,181
                                              ============   ============   ============

Supplemental Schedules of Noncash
    Investing and Financing Activities:

  Issuance of common stock for interest       $     27,719   $         --   $         --
                                              ============   ============   ============

  Issuance of preferred and common
    stock for services rendered               $     30,000   $      6,000   $         --
                                              ============   ============   ============

  Property assets acquired under
    capital lease obligations                 $         --   $     17,806   $         --
                                              ============   ============   ============

  Net accrual of dividends on
    Series A preferred stock                  $     51,353   $     28,517   $     60,067
                                              ============   ============   ============

  Series A preferred stock and
    dividends thereon converted to
    common stock and additional
    paid-in capital upon conversion           $     24,530   $     81,268   $     15,359
                                              ============   ============   ============

  Issuance of common stock for indebtedness   $    253,182   $         --   $         --
                                              ============   ============   ============

                See accompanying notes to financial statements.

                                      F-8
   39

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS

                      AS AT DECEMBER 31, 1999 AND 1998 AND
                     FOR THE YEARS ENDED DECEMBER 31, 1999,
                 FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND
                        FOR THE YEAR ENDED MARCH 31, 1998

NOTE 1 - THE COMPANY.

                  Corniche Group Incorporated (hereinafter referred to as the
           "Company" or "CGI") as a result of a reverse acquisition with
           Corniche Distribution Limited and its Subsidiaries ("Corniche"), was
           engaged in the retail sale and wholesale distribution of stationery
           products and related office products, including office furniture, in
           the United Kingdom. In February 1996, the Company was placed in
           receivership by its creditors. Through March 1998, the Company had no
           activity.

                  On March 4, 1998, the Company entered into a Stock Purchase
           Agreement ("Agreement"), approved by the Company's stockholders on
           May 18, 1998, with certain individuals (the "Initial Purchasers")
           whereby the Initial Purchasers acquired an aggregate of 765,000
           shares of a newly created Series B Convertible Redeemable Preferred
           Stock, par value $0.01 per share. Thereafter the Initial Purchasers
           have been endeavoring to establish for the Company new business
           operations in the property and casualty specialty insurance and the
           service contract markets.

                  On September 30, 1998, the Company acquired all of the capital
           stock of Stamford Insurance Company, Ltd. ("Stamford") from
           Warrantech Corporation for $37,000 in cash in a transaction accounted
           for as a purchase. Warrantech's chairman is the former chairman of
           the Company. Stamford was charted under the Laws of, and is licensed
           to conduct business as an insurance company by, the Cayman Islands.
           Although Stamford has incurred expenses since its inception, it first
           generated revenues in the fourth quarter of 1999.

                                      F-9
   40

NOTE 1 - THE COMPANY. (Continued)

                  The unaudited consolidated combined results of operations, on
           a pro forma basis as though Stamford has been acquired at the
           beginning of each period, is as follows:

                     For the Nine    For the Years
                     Months Ended       Ended
                     December 31,      March 31,
                         1998            1998
                     ------------    ------------
                               
Net sales            $         --    $         --
                     ------------    ------------

Costs and expenses        511,335         232,824
                     ------------    ------------

Net loss             $   (527,991)   $   (268,321)
                     ============    ============

Net loss per share   $      (0.08)   $      (0.05)
                     ============    ============

                  At December 31, 1999 and 1998, Stamford's total net assets
           consisted of the following:

                                         December 31,
                                 ---------------------------
                                     1999           1998
                                 ------------   ------------
                                          
Assets:
  Cash and equivalents           $    384,849   $    155,806
  Deferred acquisition costs           35,568             --
  Licenses, net of accumulated
    depreciation                       16,777         17,997
                                 ------------   ------------
                                      437,194        173,803

Liabilities:
  Current liabilities                   5,021            879
  Unearned premiums                   288,086             --
                                 ------------   ------------
                                      293,107            879
                                 ------------   ------------

Net assets                       $    144,087   $    172,924
                                 ============   ============

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

           (a) Basis of Presentation:

                  On February 4, 1999, the Board of Directors approved a
           resolution to change the Company's fiscal year-end from March 31, to
           December 31. The accompanying financial statements as at and for the
           year ended December 31, 1999 reflect the consolidated financial
           position and consolidated results of operations and cash flows of the
           Company and its wholly-owned subsidiary, Stamford, for the year ended
           December 31, 1999.

                                      F-10
   41

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

           (a) Basis of Presentation: (Continued)

                  The financial statements as at and for the nine months ended
           December 31, 1999 reflect the consolidated financial position and
           consolidated results of operations and cash flows of the Company for
           the nine months ended December 31, 1998 and its wholly-owned
           subsidiary from its acquisition on September 30, 1998 to December 31,
           1998. The financial statements for the year ended March 31, 1998
           reflect the financial position and results of operations and cash
           flows of the Company for the year then ended. All material
           intercompany transactions have been eliminated in consolidation.

           (b) Cash Equivalents:

                  Short-term cash investments which have a maturity of ninety
           days or less when purchased are considered cash equivalents in the
           statement of cash flows.

           (c) Estimates:

                  The preparation of financial statements in conformity with
           generally accepted accounting principles requires management to make
           estimates and assumptions that affect certain reported amounts and
           disclosures. Accordingly, actual results could differ from those
           estimates.

           (d) Concentrations of Credit-Risk:

                  Financial instruments that potentially subject the Company to
           significant concentrations of credit risk consist principally of cash
           and marketable securities. The Company places it domestic operations
           cash accounts with high credit quality financial institutions which
           at times may be in excess of the FDIC insurance limit. The Company's
           subsidiary places its cash in the Cayman Island subsidiaries of
           domestic banks whose net worth exceeds $100,000,000. The Company's
           marketable securities are primarily comprised of investments in
           municipal bank funds. The Company employs the services of an
           investment advisor to assist in monitoring its investments.

           (e) Marketable Securities:

                  Marketable securities are classified as trading securities and
           are reported at market value at December 31, 1999 and 1998 which
           approximates cost.

                                      F-11
   42

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

           (f) Property and Equipment: (Continued)

                  The cost of property and equipment is depreciated over the
           estimated useful lives of the related assets of 5 to 7 years. The
           cost of computer software programs is amortized over their estimated
           useful lives of five years. Depreciation is computed on the
           straight-line method. Repairs and maintenance expenditures which do
           not extend original asset lives are charged to income as incurred.

           (g) Intangibles:

                  The excess of the purchase price for the capital stock of
           Stamford over the net assets acquired has been attributed to the
           subsidiary's license to conduct business as an insurance carrier in
           the Cayman Islands. Amortization charged to operations in fiscal 1999
           was $1,220 and in the nine months ended December 31, 1998 was $305.

           (h) Income Taxes:

                  The Company adopted SFAS 109, "Accounting for Income Taxes",
           which recognizes (a) the amount of taxes payable or refundable for
           the current year and, (b) deferred tax liabilities and assets for the
           future tax consequences of events that have been recognized in an
           enterprise's financial statement or tax returns. There is no
           difference as to financial and tax basis of assets and liabilities.

           (i) Fair Value of Financial Statements:

                  The Company adopted Statement of Financial Accounting
           Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of
           Long-Lived Assets and for Long-Lived Assets to be Disposed of". The
           statement requires that the Company recognizes and measures
           impairment losses of long-lived assets, certain identifiable
           intangibles, value long-lived assets to be disposed of and long-term
           liabilities. At December 31, 1999 and 1998, the carrying values of
           the Company's other assets and liabilities approximate their
           estimated fair values.

           (j) Advertising Costs:

                  The Company expenses advertising costs as incurred.
           Advertising costs amounted to $252,983 in fiscal 1999 and none for
           the nine months ended December 31, 1998 and year ended March 31,
           1998.

                                      F-12
   43

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

           (k) Earnings Per Share:

                  The Company adopted Statement of Financial Accounting
           Standards No. 128, "Earnings Per Share," in the year ended March 31,
           1998. Basic earnings per share is based on the weighted effect of all
           common shares issued and outstanding, and is calculated by dividing
           net income available to common stockholders by the weighted average
           shares outstanding during the period. Diluted earnings per share,
           which is calculated by dividing net income available to common
           stockholders by the weighted average number of common shares used in
           the basic earnings per share calculation plus the number of common
           shares that would be issued assuming conversion of all potentially
           dilutive securities outstanding, is not presented as it is
           anti-dilutive in all periods.

           (l) Recently Issued Accounting Pronouncements:

                  The Financial Accounting Standards Board issued Statement of
           Financial Accounting Standards No. 130 - "Reporting Comprehensive
           Income", No. 131 - "Disclosures about Segments of an Enterprise and
           Related Information", No. 132 - "Employer's Disclosures about Pension
           and Other Postretirement Benefits" and No. 133 - "Accounting for
           Derivative Instruments and Hedging Activities". Management does not
           believe that the effect of implementing these new standards will be
           material to the Company's financial position, results of operations
           and cash flows.

           (m) Revenue Recognition:

                  Stamford is a property and casualty reinsurance company
           writing reinsurance coverages for one domestic carrier's consumer
           products service contracts. The domestic carrier is rated "A-"
           Excellent by A.M. Best.

                  Premiums are recognized on a pro rata basis over the policy
           term. The deferred policy acquisition costs are the net cost of
           acquiring new and renewal insurance contracts. These costs are
           charged to expense in proportion to net premium revenue recognized.

                  The provisions for losses and loss-adjustment expenses
           includes an amount determined from loss reports on individual cases
           and an amount, based on past experience for losses incurred but not
           reported. Such liabilities are necessarily based on estimates, and
           while management believes that the amount is adequate, the ultimate
           liability may be in excess of or less than the amounts provided. The
           methods for making such estimates and for estimates and for
           establishing the resulting liability are continually reviewed, and
           any adjustments are reflected in earnings currently.

                  The parent company sells via the Internet directly to
           consumers automotive vehicle services contracts. The Company
           recognizes revenue ratably over the length of the contract. The
           Company purchases insurance to fully cover any losses under the
           service contracts from the domestic carrier referred to above. The
           insurance premium and other costs related to the sale are amortized
           over the contract.

                                      F-13
   44

NOTE 3 - PROPERTY AND EQUIPMENT.

                             Property and equipment consists of the following:

                                              December 31,
                                      ---------------------------
                                          1999           1998
                                      ------------   ------------
                                               
Computer equipment                    $    116,660   $      3,906
Furniture and fixtures                      23,266         23,266
Computer software                          582,585             --
                                      ------------   ------------
                                           722,511         27,172
Less:  Accumulated depreciation             77,896          2,713
                                      ------------   ------------
                                           644,615         24,459
                                      ------------   ------------

Lease property under capital lease:
  Office equipment                          17,806         17,806
Less:  Accumulated depreciation              7,419          1,484
                                      ------------   ------------
                                            10,387         16,322
                                      ------------   ------------

                                      $    655,002   $     40,781
                                      ============   ============

                  Depreciation and amortization charged to operations was
           $81,118, $3,130 and $388, for the year ended December 31, 1999, for
           the nine months ended December 31, 1998 and for the year ended March
           31, 1998, respectively.

                  The estimated present value of the capital lease obligations
           at December 31, 1999 reflects imputed calculated at 12.7% and 19.32%.
           The obligations are payable in equal monthly installments through
           January 2002 as follows:

        Years Ending
        December 31,
        ------------
                              
            2000                 $  7,115
            2001                    5,181
            2002                      317
                                 --------
                                   12,613
Amount representing interest        2,630
                                 --------

Present value of minimum
  lease payments                    9,983
Present value of minimum lease
  payments due within one year      5,392
                                 --------

Present value of minimum lease
  payments due after one year    $  4,591
                                 ========

                  The aggregate maturities of the present value of the minimum
           lease obligations is as follows:

       Years Ending
       December 31,
       ------------
                        
           2000            $5,392
           2001             4,294
           2002               297
                           ------

                           $9,983
                           ======

                                      F-14
   45

NOTE 4 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES.

                  Accounts payable, accrued expenses and other current
           liabilities consist of the following at:

                                             December 31,
                                     ---------------------------
                                         1999           1998
                                     ------------   ------------
                                              
Accrued offering costs               $    419,120   $         --
Accrued professional fees                  41,534         80,000
Advertising                                69,427             --
Other                                      26,789         11,956
Due to related party (see Note 10)             --         41,985
Accrued claims losses                       5,000             --
                                     ------------   ------------

                                     $    556,870   $    133,941
                                     ============   ============

NOTE 5 - NOTES PAYABLE.

                  During the period January 1997 through April 30, 1997, the
           Company engaged in a private offering of securities pursuant to Rule
           506 of Regulation D of the Securities Act of 1993, as amended. The
           offering consists of up to 19 units being sold at an offering price
           of $25,000 per unit. Each unit consists of one $25,000 face amount
           90-day, 8% promissory note and one redeemable common stock purchase
           warrant to purchase 60,000 shares of the Company's common stock at a
           price of $.50 per share during a period of three years from issuance.
           The offering of up to $475,000 was conducted on a "best efforts"
           basis through Robert M. Cohen & Co. ("RMCC"). In connection with such
           offering, RMCC was paid sales commissions equal to 10% of the
           purchase price of each unit sold or $2,500 per unit.

                  The notes payable relating to the above offering were paid in
           full and the warrants were simultaneously redeemed during the year
           ended March 31, 1998 with funds generated from the sale of stock (see
           Note 8).

                  In October 1999 the Company sold to accredited investors 10
           units of its promissory notes and common stock for $25,025 each. Each
           unit was comprised of a 5% interest bearing $25,000 note and 25,000
           shares. The variance between the fair market value of the 25,000
           common shares issued in the aggregate of $27,969 and the cash
           received of $250 was deemed to be additional interest and was charged
           to operations over the life of the notes. The notes were repaid in
           full in December 31, 1999. At December 31, 1999, accrued interest on
           the notes of $3,025 remained outstanding and was repaid in January,
           2000. The effective weighted average interest rate of the notes
           during the period they were outstanding was 49.2%.

                                      F-15
   46

NOTE 6 - LONG-TERM DEBT.

                  Long-term debt consists of the following at December 31, 1999
           and 1998:

                                                  1999           1998
                                              ------------   ------------
                                                       
Capital lease obligations (see Note 3)        $      9,983   $     13,911

Note payable - bank - in equal monthly
  installments of $2,043 including interest
  at 8-3/4%. The notes are collateralized
  by computer equipment having an
  undepreciated cost of $78,927                     89,270             --
                                              ------------   ------------

                                                    99,253         13,911
Portion payable within one year                     22,662          4,649
                                              ------------   ------------

                                              $     76,591   $      9,262
                                              ============   ============

                         The aggregate maturities of the obligations is as
           follows:

         Years Ending
         December 31,
         ------------
                         
             2000           $22,662
             2001            23,459
             2002            20,616
             2003            22,525
             2004             9,991
                            -------

                            $99,253
                            =======

NOTE 7 - SERIES A CONVERTIBLE PREFERRED STOCK.

                  In connection with the settlement of a securities class action
           litigation in 1994, the Company issued 1,000,000 shares of Series A
           $0.07 Convertible Preferred Stock (the "Series A Preferred Stock")
           with an aggregate value of $1,000,000. The following summarizes the
           terms of Series A Preferred Stock as more fully set forth in the
           Certificate of Designation. The Series A Preferred Stock has a
           liquidation value of $1 per share, is non-voting and convertible into
           common stock of the Company at a price of $5.20 per share. Holders of
           Series A Preferred Stock are entitled to receive cumulative cash
           dividends of $0.07 per share, per year, payable semi-annually. Until
           November 30, 1999 the Series A Preferred Stock was callable by the
           Company at a price of $1.04 per share, plus accrued and unpaid
           dividends, and thereafter at a price of $1.05 per share, plus accrued
           and unpaid dividends. In addition, if the closing.

                                      F-16
   47

NOTE 7 - SERIES A CONVERTIBLE PREFERRED STOCK. (Continued)

           price of the Company's common stock exceeds $13.80 per share for a
           period of 20 consecutive trade days, the Series A Preferred Stock is
           callable by the Company at a price equal to $0.01 per share, plus
           accrued and unpaid dividends. The Certificate of Designation for the
           Series A Preferred Stock also states that at any time after December
           1, 1999 the holders of the Series A Preferred Stocks may require the
           Company to redeem their shares of Series A Preferred Stock (if there
           are funds with which the Company may do so) at a price of $1.00 per
           share. Notwithstanding any of the foregoing redemption provisions, if
           any dividends on the Series A Preferred Stock are past due, no shares
           of Series A Preferred Stock may be redeemed by the Company unless all
           outstanding shares of Series A Preferred Stock are simultaneously
           redeemed. During the year ended December 31, 1999, 18,711 shares of
           Series A Preferred Stock were converted into 3,586 shares of common
           stock. During the nine months ended December 31, 1998, 65,143 shares
           of the Series A Preferred Stock were converted into 12,525 shares of
           common stock. During the year ended March 31, 1998, holders of 15,359
           shares of the Series A Preferred Stock converted such shares into
           2,953 shares of the Company's common stock. At December 31, 1999,
           810,054 shares of Series A Preferred Stock were outstanding, and
           accrued dividends on these outstanding shares are $288,334.

NOTE 8 - STOCKHOLDER'S EQUITY.

           (a) Series B Convertible Redeemable Preferred Stock:

                  On March 4, 1998, the Company entered into a Stock Purchase
           Agreement ("Agreement"), approved by the Company's stockholders on
           May 18, 1998, with certain individuals (the "Initial Purchasers")
           whereby the Initial Purchasers and two other persons acquired an
           aggregate of 825,000 shares of a newly created Series B Convertible
           Redeemable Preferred Stock ("Series B Stock"), par value $0.01 per
           share.

                  Pursuant to the Agreement and subsequent transactions, the
           Initial Purchasers acquired 765,000 shares of Series B Stock for
           $76,500 in cash. The Company incurred certain legal expenses of the
           Initial Purchasers equaling approximately $50,000 in connection with
           the transaction. In addition, the Company issued 50,000 shares of
           Series B Stock to a consultant as compensation valued at $5,000 for
           his assistance to the Company in the identification and review of
           business opportunities and this transaction and for his assistance in
           bringing the transaction to fruition. Additionally, the Company
           issued 10,000 shares of Series B Stock to James Fyfe as compensation
           valued at $1,000 for his work in bringing this transaction to
           fruition. These issuances diluted the voting rights of the then
           existing stockholders by approximately 57%. The total authorized
           shares of Series B Convertible Redeemable Preferred Stock are
           825,000.

                                      F-17
   48

NOTE 8 - STOCKHOLDER'S EQUITY. (Continued)

           (a) Series B Convertible Redeemable Preferred Stock: (Continued)

                  The following summarizes the terms of the Series B Stock whose
           terms are more fully set forth in the Certificate of Designation. The
           Series B Stock carries a zero coupon and each share of the Series B
           Stock is convertible into ten shares of the Company's common stock.
           The holder of a share of the Series B Stock is entitled to ten times
           any dividends paid on the common stock and such stock has ten votes
           per share and vote as one class with the common stock. Accordingly,
           the Initial Purchasers have sufficient voting power to elect all of
           the Board of Directors. However, the Initial Purchasers are required
           to vote in favor of Mr. Fyfe or his designee as a director of the
           Corporation through June 30, 2000.

                  The holder of any share of Series B Convertible Redeemable
           Preferred Stock has the right, at such holder's option (but not if
           such share is called for redemption), exercisable on or after
           September 30, 2000, to convert such share into ten (10) fully paid
           and non-assessable shares of common stock (the "Conversion Rate").
           The Conversion Rate is subject to adjustment as stipulated in the
           Agreement. Upon liquidation, the Series B Stock would be junior to
           the Corporation's Series A Preferred Stock and would share ratably
           with the common stock with respect to liquidating distributions.

                  Since, the Company raised in excess of $2,500,000 in fiscal
           1999 from the sale of its common shares and the Company's common
           shares maintained a minimum closing bid price in excess of $2.00 per
           shares for 10 consecutive trading days, then the Company's right,
           pursuant to the terms of the Agreement and the Certificate of
           Designation to repurchase or redeem such shares of Series B Stock
           from the holders for total consideration of $0.10 per share was
           eliminated.

           (b) Common Stock:

                  On May 15, 1997, the Company commenced a private securities
           offering pursuant to Rule 506 of Regulation D of the Securities Act
           of 1933, as amended, of up to 400 units, each unit consisting of
           10,000 shares of common stock being offered at a price of $5,000 per
           unit. The Company used a placement agent for such offering who
           received a sales commission equal to 10% of the offering price of
           each unit sold. In connection with the offering, 369 units were sold
           for gross receipts of $1,845,000 from which the agent was paid a
           commission $184,500 for net of $1,660,500 to the Company.

                                      F-18
   49

NOTE 8 - STOCKHOLDER'S EQUITY. (Continued)

           (b) Common Stock: (Continued)

                  In March 1998, the Company sold 250,000 shares of common stock
           at $.50 per share realizing $125,000.

                  The stockholders at the annual meeting held on May 18, 1998,
           approved the reduction of the par value of the common stock from
           $0.10 per share to $0.001 per share.

                  Commencing in May 1999 through July 1999, the Company sold
           688,335 shares of its common stock to accredited investors for
           $538,492 net of offering costs. In December 1999, accredited
           investors purchased 5,187,500 shares of the Company's common stock
           for $3,715,744, net of offering costs. Through February 15, 2000,
           additional investors acquired 1,676,250 shares of the Company's
           common stock for approximately $1,206,000, net of offering costs.

                  The Company in 1999 issued 5,000 shares of its common stock
           whose fair value was $5,000 to its President as a signing bonus which
           was charged to operations at the time of issuance. The Company also
           issued in 1999, 25,000 shares of its common stock whose fair value
           was $25,000 at the date of issuance to a public relations consultant
           for future services. The arrangement with the consultant was
           terminated in 1999 and the fair value of the shares was charged to
           operations in 1999.

           (c) Warrants:

                  The Company has issued common stock purchase warrants from
           time to time to investors in private placements, certain vendors,
           underwriters, and directors and officers of the Company.

                  A total of 101,308 shares of common stock are reserved for
           issuance upon exercise of warrants as of December 31, 1998 and March
           31, 1998. Of these outstanding warrants, warrants for 9,375 common
           shares at $46.40 per share expired in April 1999. The remaining
           warrants to acquire 91,933 common shares at exercise prices ranging
           from $3.20 to $8.10 per share were granted in March 1995 to certain
           directors, officers and employees who converted previously
           outstanding stock options under the 1986 Plan into warrants on
           substantially the same terms as the previously held stock options,
           except the warrants were immediately vested. During fiscal 1999,
           warrants to acquire 22,308 common shares at prices ranging from $3.90
           to $46.40 per share expired. No warrants were exercised during any of
           the periods presented. A total of 79,000 shares of common stock are
           reserved for issuance upon exercise of outstanding warrants as of
           December 31, 1999 at prices ranging from $3.20 to $27.50 and expiring
           through October 2004.

                                      F-19
   50

NOTE 8 - STOCKHOLDER'S EQUITY. (Continued)

           (d) Stock Option Plans:

                  The Company has two stock option plans. The 1998 Stock Option
           Plan provides for the grant of options to purchase shares of the
           Company's common stock to employees. The 1992 Stock Option Plan
           provides for the grant of options to directors.

                  In April 1992, the Company adopted the 1992 Stock Option Plan
           to provide for the granting of options to directors. According to the
           terms of this plan, each director is granted options to purchase
           1,500 shares each year. The maximum amount of the Company's common
           stock that may be granted under this plan is 20,000 shares. Options
           are exercisable at the fair market value of the common stock on the
           date of grant and have five year terms.

                  Under the 1998 Plan, the maximum aggregate number of shares
           which may be issued under options is 300,000 shares of common stock.
           The aggregate fair market value (determined at the time the option is
           granted) of the shares for which incentive stock options are
           exercisable for the first time under the terms of the 1998 Plan by
           any eligible employee during any calendar year cannot exceed
           $100,000. The option exercise price of each option is 100% of the
           fair market value of the underlying stock on the date the options are
           granted, except that no option will be granted to any employee who,
           at the time the option is granted, owns stock possessing more than
           10% of the total combined voting power of all classes of stock of the
           Corporation or any subsidiary unless (a) at the time the options are
           granted, the option exercise price is at least 110% of the fair
           market value of the shares of common stock subject to the options and
           (b) the option by its terms is not exercisable after the expiration
           of five years from the date such option is granted.

                                      F-20
   51

NOTE 8 - STOCKHOLDER'S EQUITY. (Continued)

           (d) Stock Option Plans: (Continued)

                  The 1998 Plan is administered by a committee of disinterested
           directors of the Board of Directors of the Corporation ("Option
           Committee"). In 1999, options to acquire 100,000 common shares at
           $1.00 per share were granted to an officer and an option to acquire
           25,000 common shares at $0.6875 per share was issued to a consultant
           were granted under the 1998 Plan. In May 1997, a director was granted
           an option to acquire 1,500 common shares at $0.3125 per share were
           granted under the 1992 Plan.

                  Information with respect to options under the 1992 and 1998
           Stock Option Plans is summarized as follows:

                                                                   For the Nine
                               For the Year Ended                  Months Ended                    For the Year Ended
                               December 31, 1999                 December 31, 1998                   March 31, 1998
                        -------------------------------   -------------------------------   -------------------------------
                            Shares           Prices           Shares           Prices           Shares           Prices
                        --------------   --------------   --------------   --------------   --------------   --------------
                                                                                           
Outstanding at
  beginning of period            3,000   $0.31 to $0.41            3,000   $  .31 to $.41            1,500   $         0.41
Granted                        125,000   $0.69 to $1.00               --               --            1,500   $         0.31
Converted                           --               --               --               --               --               --
Expired                             --               --               --               --               --               --
Exercised                           --               --               --               --               --               --
                        --------------   --------------   --------------   --------------   --------------   --------------

Outstanding at
  end of period                128,000   $0.31 to $1.00            3,000   $  .31 to $.41            3,000   $  .31 to $.41
                        ==============   ==============   ==============   ==============   ==============   ==============

                  Outstanding options expire 90 days after termination of
           holder's status as employee or director. At December 31, 1999 and
           1998, options to acquire 3,000 common shares were exercisable at
           prices ranging from $0.31 to $0.41 per share. The Company has 332,000
           shares available for grant under all plans.

                  All options were granted at an exercise price equal to the
           fair value of the common stock at the grant date. Therefore, in
           accordance with the provisions of APB Opinion No. 25 related to fixed
           stock options, no compensation expense is recognized with respect to
           options granted or exercised. Under the alternative fair-value based
           method defined in SFAS No. 123, the fair value of all fixed stock
           options on the grant date would be recognized as expense over the
           vesting period. Assuming the fair market value of the stock at the
           date of grant to be $.3125 per share in May 1996, $.40625 per share
           in May 1997, $.6875 in January 1999 and $1.00 per share in September
           1999, the life of the options to be from three to ten years, the
           expected volatility at 200%, expected dividends are none, and the
           risk-free interest rate of 10%, the Company would have recorded
           compensation expense of $7,750 for the year ended December 31, 1999
           as calculated by the Black-Scholes option pricing model. As such,
           pro-forma net loss and loss per share would be as follows:

                                      F-21
   52

NOTE 8 - STOCKHOLDER'S EQUITY. (Continued)

           (d) Stock Option Plans: (Continued)

                          
Net loss as reported         $ (1,169,508)
Additional compensation             7,750
                             ------------

Adjusted net loss            $ (1,177,258)
                             ============

Loss per share as reported   $      (0.17)
                             ============

Adjusted loss per share      $      (0.17)
                             ============

                  As the number of options granted at December 31, 1998 and
           March 31, 1998 is immaterial, recognizing the expense would not have
           a material effect on the Company's financial statements for the nine
           months ended December 31, 1998 and the year ended March 31, 1998.

NOTE 9 - INCOME TAXES.

                  The Company has received permission from the Internal Revenue
           Service to change its taxable year-end from March 31, to December 31,
           effective with the December 31, 1998 period.

                  The differences between income taxes computed using the
           statutory federal income tax rate and that shown in the financial
           statements are summarized as follows:

                                                                      For the Nine
                                   For the Year Ended                 Months Ended                For the Year Ended
                                    December 31, 1999               December 31, 1998               March 31, 1998
                              ----------------------------    ----------------------------   ----------------------------
                                     (Consolidated)                   Consolidated
                                                                                           
Loss before income taxes
  and preferred dividend      $ (1,112,336)         %         $   (402,951)         %        $   (203,798)         %
                              ============    ------------    ============    ------------   ============    ------------

Computed tax benefit at
  statutory rate              $   (378,000)          (34.0)   $   (137,000)          (34.0)  $    (69,300)          (34.0)

Compensatory element of
  common stock issuances            19,600             1.8              --              --             --              --

Foreign subsidiary loss not
  subject to U.S. taxes              9,800             0.9             300              --             --              --

Net operating loss
  valuation reserve                348,600            31.3         136,700            34.0         69,300            34.0
                              ------------    ------------    ------------    ------------   ------------    ------------

Total tax benefits            $         --              --    $         --              --   $         --              --
                              ============    ============    ============    ============   ============    ============

                  There are no significant differences between the financial
           statement and tax basis of assets and liabilities and, accordingly,
           no deferred tax provision/benefit is required.

                                      F-22
   53

NOTE 9 - INCOME TAXES. (Continued)

                  The Tax Reform Act of 1986 enacted a complex set of rules
           limiting the utilization of net operating loss carryforwards to
           offset future taxable income following a corporate ownership change.
           The Company's ability to utilize its NOL carryforwards is limited
           following a change in ownership in excess of fifty percentage points
           during any three year period. Upon receipt of the proceeds from the
           last foreign purchasers of the Company's common stock in January
           2000, common stock ownership changed in excess of 50% during the
           three year period then ended. The utilization of the Company's net
           operating loss carryforward at December 31, 1999 of $2,063,000 was
           not negatively impacted by this ownership change. The future tax
           benefit of the net operating loss carryforward aggregated $701,000 at
           December 31, 1999 has been fully reserved as it is not more likely
           than not that the Company will be able to use the operating loss in
           the future.

NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER.

           (a) Leases:

                  Commencing in August 1998, the Company entered into short-term
           operating leases for its general office space and certain office
           equipment. Prior to August 1998, the Company did not incur rent
           expense as it was inactive. Rent expense charged to operations for
           the year ended December 31, 1999 and for the nine months ended
           December 31, 1998 was $63,162 and $23,000 and none for the year ended
           March 31, 1998. Future minimum annual rent commitments under
           operating leases as of December 31, 1999 are as follows:

       Years Ending
       December 31,
       ------------
                            
            2000               $54,000
            2001                33,000
            2002                 3,000
                               -------

       Total minimum
       annual rentals          $90,000
                               =======

         (b) Web Site:

                  At December 31, 1998, a liability in the amount of $41,985 was
           owed to Warrantech Corporation, an affiliate, for expenses associated
           with a Web Site that were incurred by the Company. They are included
           in accounts payable, accrued expenses and other current liabilities
           in the accompanying financial statements. The affiliate had paid the
           vendors on the Company's behalf for their services.

                                      F-23
   54

NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER. (Continued)

           (c) Investment Contract:

                  The Corporation has entered into an investment advisory
           agreement with AIG Global Investment Corporation ("AIG") under which
           AIG will function as investment advisor and manager of all the
           Corporation's investable assets. AIG provides management services to
           all affiliated insurance companies of American International Group
           and other third-party institutions on a world-wide basis.

           (d) Year 2000:

                  Although the Company has had limited operations through
           December 31, 1999, it recognized the need to ensure that its
           operations will not be adversely effected by Year 2000 software or
           hardware failures. The Company in developing its software and
           hardware made certain that all its systems were compliant with Year
           2000 requirements. The Company has not experienced any adverse
           computer hardware or software effect to date. If, despite the
           Company's effects under its Year 2000 related failures affecting the
           Company from outside sources, management at the present time does not
           believe the impact will be substantial.

                                      F-24
   55

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS

                   Col. A                          Col. B                Col. C                 Col. D         Col. E
                   ------                       ------------   ---------------------------   ------------   ------------
                                                                        Additions
                                                               ---------------------------
                                                   Balance      Charged to    Acquisition                     Balance
                                                  Beginning     Costs and          of         Deductions     at end of
                                                  of Period      Expenses     Subsidiaries     Describe        Period
                                                ------------   ------------   ------------   ------------   ------------
                                                                                             
For the year ended March 31, 1998:
  Reserve against notes receivable in default   $     75,000   $         --   $         --   $         --   $     75,000

For the nine months ended December 31, 1998:
  Reserve against notes receivable in default         75,000             --             --             --         75,000

For the year ended December 31, 1999:
  Reserve against notes receivable in default         75,000             --             --             --         75,000

                                      F-25
   56
                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS

                                                June 30,     December 31,
                                                  2000           1999
                                              ------------   ------------
                                                       
Current assets:
  Cash and equivalents                        $  1,082,014   $  1,639,473
  Marketable securities                          3,765,618      2,733,319
  Prepaid expenses and other current assets        276,340         71,622
                                              ------------   ------------
        Total current assets                     5,123,972      4,444,414

Property and equipment, net                        579,055        655,002
Deferred acquisition costs                          32,161         41,946
License, net of accumulated amortization            16,167         16,777
Other assets                                        12,525         12,525
                                              ------------   ------------

                                              $  5,763,880   $  5,170,664
                                              ============   ============

                 See accompanying notes to financial statements.

                                      F-26
   57

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS (Continued)
                                   (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                June 30,      December 31,
                                                                                  2000            1999
                                                                              ------------    ------------
                                                                                        
Current liabilities:
  Dividends payable - preferred stock                                         $    271,742    $    288,334
  Accounts payable, accrued expenses
    and other current liabilities                                                  203,903         561,870
  Current portion of long-term debt                                                 23,689          22,662
                                                                              ------------    ------------
        Total current liabilities                                                  499,334         872,866
                                                                              ------------    ------------

Unearned revenues                                                                  587,766         298,801
                                                                              ------------    ------------

Long-term debt                                                                      64,116          76,591
                                                                              ------------    ------------

Series A Convertible Preferred Stock: Series A $0.07 cumulative convertible
  preferred stock - stated value - $1.00 per share, authorized - 1,000,000
  shares, outstanding - 694,974 shares at June 30, 2000 and
  810,054 shares at December 31, 1999                                              694,974         810,054
                                                                              ------------    ------------

Convertible Redeemable Preferred Stock,
    Common Stock, Other Stockholders'
    Equity and Accumulated Deficit:
  Preferred stock - authorized - 5,000,000 shares Series B convertible
    redeemable preferred stock, $0.1 par value, authorized, issued
    and outstanding - 825,000 shares                                                 8,250           8,250
  Common stock, $.001 par value, authorized -
    75,000,000 shares, issued and outstanding -
    14,222,971 shares at June 30, 2000 and
    12,513,127 shares at December 31, 1999                                          14,223          12,513
  Additional paid-in capital                                                     8,806,734       7,421,944
  Accumulated deficit                                                           (4,911,517)     (4,330,355)
                                                                              ------------    ------------

        Total convertible redeemable preferred stock,
          common stock, other stockholders' equity                               3,917,690       3,112,352
                                                                              ------------    ------------

                                                                              $  5,763,880    $  5,170,664
                                                                              ============    ============

                 See accompanying notes to financial statements.

                                      F-27
   58

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                         For the Six                    For the Three
                                         Months Ended                   Months Ended
                                           June 30,                        June 30,
                                 ----------------------------    ----------------------------
                                     2000            1999            2000            1999
                                 ------------    ------------    ------------    ------------
                                                                     
Earned revenues                  $    275,549    $         --    $    129,949    $         --

Direct costs                          106,580              --          63,080              --
                                 ------------    ------------    ------------    ------------

Gross profit                          168,969              --          66,869              --

General and administrative
  expenses                            824,041         999,763         496,765         600,641
                                 ------------    ------------    ------------    ------------

Operating loss                       (655,072)       (999,763)       (429,896)       (600,641)
                                 ------------    ------------    ------------    ------------

Other income (expense):
  Unrealized gain on
    marketable securities              11,660              --           7,478              --
  Interest income                      91,259           5,965          54,958           1,512
  Interest expense                     (4,639)             --          (2,399)             --
                                 ------------    ------------    ------------    ------------
Total other income (expense)           98,280           5,965          60,037           1,512
                                 ------------    ------------    ------------    ------------

Loss before preferred dividend       (556,792)       (993,798)       (369,859)       (599,129)

Preferred dividend                     24,370          28,714          12,162          14,268
                                 ------------    ------------    ------------    ------------

Net loss                         $   (581,162)   $ (1,022,512)   $   (382,021)   $   (613,397)
                                 ============    ============    ============    ============

Net loss per share of
  common stock                   $      (0.04)   $      (0.16)   $      (0.03)   $      (0.10)
                                 ============    ============    ============    ============

Weighted average number of
  common shares outstanding        13,820,536       6,377,357      14,211,840       6,380,997
                                 ============    ============    ============    ============

                 See accompanying notes to financial statements.

                                      F-28
   59

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK, COMMON STOCK,
               OTHER STOCKHOLDERS' EQUITY AND ACCUMULATED DEFICIT

                     FOR THE SIX MONTHS ENDED JUNE 30, 2000
                                   (Unaudited)

                                        Series B
                                       Convertible
                                     Preferred Stock             Common Stock        Additional
                                  -------------------      ----------------------     Paid-In       Accumulated
                                   Shares      Amount        Shares        Amount     Capital        Deficit          Total
                                  ---------    ------      ------------  ---------   ----------     ------------   ------------
                                                                                                
Balance - January 1, 2000         825,000      $8,250       12,513,127    $12,513    $7,421,944     $(4,330,355)    $  3,112,352

Issuance of common stock for
  cash, net of offering costs          --          --        1,676,250      1,676     1,205,094              --        1,206,770

Issuance of common stock for
  services rendered                    --          --            2,000          2         5,873              --            5,875

Conversion of Series A
  Convertible Preferred
  Stock into Common Stock              --          --           22,094         22       156,020              --          156,042

Series A Convertible
  Stock dividends                      --          --               --         --            --         (24,370)         (24,370)

Net loss before preferred
  stock dividend                       --          --               --         --            --        (556,792)        (556,792)

Shares to be issued for
  services rendered                    --          --            9,500         10        17,803              --           17,813
                                  -------      ------       -----------  --------    ----------     ------------     ------------

Balance - June 30, 2000           825,000      $8,250       14,222,971    $14,223    $8,806,734     $(4,911,517)    $  3,917,690
                                  =======      ======       ==========    =======    ==========     ============     ============

                 See accompanying notes to financial statements.

                                      F-29
   60

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                             For the Six
                                                             Months Ended
                                                               June 30,
                                                      ---------------------------
                                                          2000           1999
                                                      ------------   ------------
                                                               
Cash flows from operating activities:
  Net loss                                            $   (581,162)  $ (1,022,512)
                                                      ------------   ------------
  Adjustments to reconcile net loss to net
      cash used in operating activities:
    Unrealized gain on marketable securities               (11,660)            --
    Issuance of common stock for
      services rendered                                     23,688             --
    Series A preferred stock dividends                      24,370         28,714
    Depreciation and amortization                           76,557         10,866
    Unearned revenues                                      288,965             --
    Deferred acquisition costs                               9,785             --
    Increase (decrease) in cash flows as
        a result of changes in asset and
        liability account balances:
      Prepaid expenses and other current assets           (204,718)       (22,464)
      Accounts payable, accrued expenses
        and other current liabilities                     (357,967)       107,325
                                                      ------------   ------------
  Total adjustments                                       (150,980)       124,441
                                                      ------------   ------------

Net cash used in operating activities                     (732,142)      (898,071)
                                                      ------------   ------------

Cash flows from investing activities:
  (Increase) decrease in marketable securities          (1,020,639)       545,689
  Acquisition of property assets                                --       (103,618)
                                                      ------------   ------------
Net cash provided by (used in) investment activities    (1,020,639)       442,071
                                                      ------------   ------------

Cash flows from financing activities:
  Net proceeds from issuance of capital stock - net      1,206,770        556,527
  Payments of capital lease obligations                     (2,944)        (2,328)
  Proceeds from notes payable                                   --         97,336
  Repayments of notes payable                               (8,504)            --
                                                      ------------   ------------
Net cash provided by financing activities                1,195,322        651,535
                                                      ------------   ------------

Net increase (decrease) in cash                           (557,459)       195,535

Cash and cash equivalents at beginning of period         1,639,473        206,313
                                                      ------------   ------------

Cash and cash equivalents at end of period            $  1,082,014   $    401,848
                                                      ============   ============

                       See notes to financial statements.

                                      F-30
   61

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)

                                                                For the Six
                                                                Months Ended
                                                                  June 30,
                                                         --------------------------
                                                             2000          1999
                                                         ------------  ------------
                                                                 
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period:

    Income taxes                                         $         --  $         --
                                                         ============  ============

    Interest                                             $      4,639  $        719
                                                         ============  ============

Supplemental Schedules of Noncash Financing Activities:

  Series A Preferred Stock and dividends thereon
    converted to common stock and additional
    paid-in capital upon conversion                      $    156,020  $     28,714
                                                         ============  ============

  Issuance of common stock for
    services rendered                                    $     23,688  $         --
                                                         ============  ============

                       See notes to financial statements.

                                      F-31
   62

                   CORNICHE GROUP INCORPORATED AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2000
                                   (Unaudited)

NOTE 1 - THE COMPANY.

                  Corniche Group Incorporated (hereinafter referred to as the
         "Company" or "CGI") as a result of a reverse acquisition with Corniche
         Distribution Limited and its Subsidiaries ("Corniche"), was engaged in
         the retail sale and wholesale distribution of stationery products and
         related office products, including office furniture, in the United
         Kingdom. In February 1996, the Company was placed in receivership by
         its creditors. Through March 1998, the Company had no activity.

                  On March 4, 1998, the Company entered into a Stock Purchase
         Agreement ("Agreement"), approved by the Company's stockholders on May
         18, 1998, with certain individuals (the "Initial Purchasers") whereby
         the Initial Purchasers acquired an aggregate of 765,000 shares of a
         newly created Series B Convertible Redeemable Preferred Stock, par
         value $0.01 per share. Thereafter the Initial Purchasers have been
         endeavoring to establish for the Company new business operations in the
         property and casualty specialty insurance and the service contract
         markets.

                  On September 30, 1998, the Company acquired all of the capital
         stock of Stamford Insurance Company, Ltd. ("Stamford") from Warrantech
         Corporation for $37,000 in cash in a transaction accounted for as a
         purchase. Warrantech's chairman is the former chairman of the Company.
         Stamford was charted under the Laws of, and is licensed to conduct
         business as an insurance company by, the Cayman Islands. Although
         Stamford has incurred expenses since its inception, it first generated
         revenues in the fourth quarter of 1999.

                                      F-32
   63

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

         (a)      Basis of Presentation:

                  The accompanying unaudited financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim financial information and with the instructions for Form
         10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
         all of the information and footnotes required by generally accepted
         accounting principles for complete financial statements. In the opinion
         of management, the statements contain all adjustments (consisting only
         of normal recurring accruals) necessary to present fairly the financial
         position as of June 30, 2000 and the results of operations and cash
         flows for the six and three months ended June 30, 2000 and 1999. The
         results of operations for the six and three months ended June 30, 2000
         and 1999 are not necessarily indicative of the results to be expected
         for the full year.

                  The December 31, 1999 balance sheet has been derived from the
         audited financial statements at that date included in the Company's
         annual report on Form 10-K. These unaudited financial statements should
         be read in conjunction with the financial statements and notes thereto
         included in the Company's annual report on Form 10-K.

         (b)      Cash Equivalents:

                  Short-term cash investments which have a maturity of ninety
         days or less when purchased are considered cash equivalents in the
         statement of cash flows.

         (c)      Estimates:

                  The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.

         (d)      Concentrations of Credit-Risk:

                  Financial instruments that potentially subject the Company to
         significant concentrations of credit risk consist principally of cash
         and marketable securities. The Company places its domestic operations
         cash accounts with high credit quality financial institutions, which at
         times may be in excess of the FDIC insurance limit. The Company's
         subsidiary places its cash in the Cayman Island subsidiaries of
         domestic banks whose net worth exceeds $100,000,000. The Company's
         marketable securities are primarily comprised of investments in
         municipal bank funds. The Company employs the services of an investment
         advisor to assist in monitoring its investments.

                                      F-33
   64

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (e)      Marketable Securities:

                  Marketable securities are classified as trading securities and
         are reported at market value at December 31, 1999. At June 30, 2000,
         the market value of securities exceeded their cost by $11,660. The
         market value of the investment approximated cost at December 31, 1999.

         (f)      Property and Equipment:

                  The cost of property and equipment is depreciated over the
         estimated useful lives of the related assets of 5 to 7 years. The cost
         of computer software programs is amortized over their estimated useful
         lives of five years. Depreciation is computed on the straight-line
         method. Repairs and maintenance expenditures which do not extend
         original asset lives are charged to income as incurred.

         (g)      Intangibles:

                  The excess of the purchase price for the capital stock of
         Stamford over the net assets acquired has been attributed to the
         subsidiary's license to conduct business as an insurance carrier in the
         Cayman Islands. Amortization charged to operations in the six months
         ended June 30, 2000 and 1999 was $610, in each period, and for the
         three months ended March 31, 2000 and 1999 was $305, in each period.

         (h)      Income Taxes:

                  The Company adopted SFAS 109, "Accounting for Income Taxes",
         which recognizes (a) the amount of taxes payable or refundable for the
         current year and, (b) deferred tax liabilities and assets for the
         future tax consequences of events that have been recognized in an
         enterprise's financial statement or tax returns. There is no difference
         as to financial and tax basis of assets and liabilities.

         (i)      Fair Value of Financial Statements:

                  The Company adopted Statement of Financial Accounting
         Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to be Disposed of". The
         statement requires that the Company recognizes and measures impairment
         losses of long-lived assets, certain identifiable intangibles, value
         long-lived assets to be disposed of and long-term liabilities. At June
         30, 2000 and December 31, 1999, the carrying values of the Company's
         other assets and liabilities approximate their estimated fair values.

                                      F-34
   65

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (j)      Advertising Costs:

                  The Company expenses advertising costs as incurred.
         Advertising costs amounted to $282,521 and $276,752 for the six and
         three months ended June 30, 2000 and none for the six and three months
         ended June 30, 1999.

         (k)      Earnings Per Share:

                  The Company adopted Statement of Financial Accounting
         Standards No. 128, "Earnings Per Share". Basic earnings per share is
         based on the weighted effect of all common shares issued and
         outstanding, and is calculated by dividing net income available to
         common stockholders by the weighted average shares outstanding during
         the period. Diluted earnings per share, which is calculated by dividing
         net income available to common stockholders by the weighted average
         number of common shares that would be issued assuming conversion of all
         potentially dilutive securities outstanding, is not presented as it is
         anti-dilutive in all periods.

         (l)      Recently Issued Accounting Pronouncements:

                  The Financial Accounting Standards Board issued Statement of
         Financial Accounting Standards No. 130 - "Reporting Comprehensive
         Income", No. 131 - "Disclosures about Segments of an Enterprise and
         Related Information", No. 132 - "Employer's Disclosures about Pension
         and Other Postretirement Benefits" and No. 133 - "Accounting for
         Derivative Instruments and Hedging Activities". Management does not
         believe that the effect of implementing these new standards will be
         material to the Company's financial position, results of operations and
         cash flows.

         (m)      Revenue Recognition:

                  Stamford is a property and casualty reinsurance company
         writing reinsurance coverages for one domestic carrier's consumer
         products service contracts. The domestic carrier is rated "A-"
         Excellent by A.M. Best.

                  Premiums are recognized on a pro rata basis over the policy
         term. The deferred policy acquisition costs are the net cost of
         acquiring new and renewal insurance contracts. These costs are charged
         to expense in proportion to net premium revenue recognized.

                                      F-35
   66

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

         (m)      Revenue Recognition: (Continued)

                  The provisions for losses and loss-adjustment expenses include
         an amount determined from loss reports on individual cases and an
         amount based on past experience for losses incurred but not reported.
         Such liabilities are necessarily based on estimates, and while
         management believes that the amount is adequate, the ultimate liability
         may be in excess of or less than the amounts provided. The methods for
         making such estimates and for establishing the resulting liability are
         continually reviewed, and any adjustments are reflected in earnings
         currently.

                  The parent company sells via the Internet directly to
         consumers automotive vehicle services contracts. The Company recognizes
         revenue ratably over the length of the contract. The Company purchases
         insurance to fully cover any losses under the service contracts from
         the domestic carrier referred to above. The insurance premium and other
         costs related to the sale are amortized over the contract.

NOTE 3 - PROPERTY AND EQUIPMENT.

                  Property and equipment consists of the following:

                                       June 30,    December 31,
                                         2000          1999
                                     ------------  ------------
                                             
Computer equipment                   $    116,660  $    116,660
Furniture and fixtures                     23,266        23,266
Computer software                         582,585       582,585
                                     ------------  ------------
                                          722,511       722,511
Less:  Accumulated depreciation           150,875        77,896
                                     ------------  ------------
                                          571,636       644,615
                                     ------------  ------------

Lease property under capital lease:
  Office equipment                         17,806        17,806
Less:  Accumulated depreciation            10,387         7,419
                                     ------------  ------------
                                            7,419        10,387
                                     ------------  ------------

                                     $    579,055  $    655,002
                                     ============  ============

                  Depreciation and amortization charged to operations was
         $76,577 and $10,866 for the six months ended June 30, 2000 and 1999,
         respectively, and $38,269 and $3,580 for the three months ended June
         30, 2000 and 1999, respectively.

                                      F-36
   67

NOTE 3 - PROPERTY AND EQUIPMENT. (Continued)

                  The estimated present value of the capital lease obligations
         at June 30, 2000 reflects imputed calculated at 12.7% and 19.32%. The
         obligations are payable in equal monthly installments through February
         2002 as follows:

         Years Ending
           June 30,
         ------------
                             
             2001               $    5,750
             2002                    2,721
                                ----------
                                     8,471
Amount representing interest         1,431
                                ----------

Present value of minimum
  lease payments                     7,040
Present value of minimum lease
  payments due within one year       5,519
                                ----------

Present value of minimum lease
  payments due after one year   $    1,521
                                ==========

                  The aggregate maturities of the present value of the minimum
         lease obligation is as follows:

    Years Ending
      June 30,
    ------------
                             
        2001                    $5,519
        2002                     1,521
                                ------

                                $7,040
                                ======

NOTE 4 - ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES.

                  Accounts payable, accrued expenses and other current
         liabilities consist of the following at:

                             June 30,    December 31,
                               2000          1999
                           ------------  ------------
                                   
Accrued offering costs     $         --  $    419,120
Accrued professional fees        43,006        41,534
Advertising                      30,000        69,427
Insurance                         7,118            --
Other                           118,779        26,789
Accrued claims losses             5,000         5,000
                           ------------  ------------

                           $    203,903  $    561,870
                           ============  ============

                                      F-37
   68

NOTE 5 - NOTES PAYABLE.

                  In October 1999, the Company sold to accredited investors 10
         units of its promissory notes and common stock for $25,025 each. Each
         unit was comprised of a 5% interest bearing $25,000 note and 25,000
         shares. The variance between the fair market value of the 25,000 common
         shares issued in the aggregate of $27,969 and the cash received of $250
         was deemed to be additional interest and was charged to operations over
         the life of the notes. The notes were repaid in full in December 31,
         1999. At December 31, 1999, accrued interest on the notes of $3,025
         remained outstanding and was repaid in January, 2000.

NOTE 6 - LONG-TERM DEBT.

                  Long-term debt consists of the following at June 30, 2000 and
         December 31, 1999:

                                               June 30,    December 31,
                                                 2000          1999
                                             ------------  ------------
                                                     
Capital lease obligations                    $      7,040  $      9,983

Note payable - bank - in equal monthly
  installments of $2,043 including interest
  at 8-3/4%. The notes are collateralized
  by computer equipment having an
  undepreciated cost of $78,927                    80,765        89,270
                                             ------------  ------------

                                                   87,805        99,253
Portion payable within one year                    23,689        22,662
                                             ------------  ------------

                                             $     64,116  $     76,591
                                             ============  ============

                  The aggregate maturities of the obligations are as follows:

    Years Ending
      June 30,
    ------------
                          
        2001                 $23,689
        2002                  21,347
        2003                  21,631
        2004                  21,138
                             -------

                             $87,805
                             =======

                                      F-38
   69

NOTE 7 - SERIES A CONVERTIBLE PREFERRED STOCK.

                  In connection with the settlement of a securities class action
         litigation in 1994, the Company issued 1,000,000 shares of Series A
         $0.07 Convertible Preferred Stock (the "Series A Preferred Stock") with
         an aggregate value of $1,000,000. The following summarizes the terms of
         the Series A Preferred Stock as more fully set forth in the
         Certificates of Designation. The Series A Preferred Stock has a
         liquidation value of $1 per share, is non-voting and convertible into
         common stock of the Company at a price of $5.20 per share. Holders of
         Series A Preferred Stock are entitled to receive cumulative cash
         dividends of $0.07 per share, per year, payable semi-annually. Until
         November 30, 1999 the Series A Preferred Stock was callable by the
         Company at a price of $1.04 per share, plus accrued and unpaid
         dividends, and thereafter at a price of $1.05 per share, plus accrued
         and unpaid dividends. In addition, if the closing price of the
         Company's common stock exceeds $13.80 per share for a period of 20
         consecutive trade days, the Series A Preferred Stock is callable by the
         Company at a price equal to $0.01 per share, plus accrued and unpaid
         dividends. The Certificate of Designation for the Series A Preferred
         Stock also states that at any time after December 1, 1999 the holders
         of the Series A Preferred Stocks may require the Company to redeem
         their shares of Series A Preferred Stock (if there are funds with which
         the Company may do so) at a price of $1.00 per share. Notwithstanding
         any of the foregoing redemption provisions, if any dividends on the
         Series A Preferred Stock are past due, no shares of Series A Preferred
         Stock may be redeemed by the Company unless all outstanding shares of
         Series A Preferred Stock are simultaneously redeemed. During the year
         ended December 31, 1999, 18,711 shares of Series A Preferred Stock were
         converted into 3,586 shares of common stock. During the six months
         ended June 30, 2000, holders of 115,080 shares of the Series A
         Preferred Stock converted such shares into 22,094 shares of the
         Company's common stock. At June 30, 2000 and December 31, 1999, 694,974
         and 810,054 shares of Series A Preferred Stock were outstanding,
         respectively. At June 30, 2000 and 1999, and accrued dividends on these
         outstanding shares were $271,742 and $288,334, respectively.

NOTE 8 - STOCKHOLDERS' EQUITY.

         (a)      Series B Convertible Redeemable Preferred Stock:

                  On March 4, 1998, the Company entered into a Stock Purchase
         Agreement ("Agreement"), approved by the Company's stockholders on May
         18, 1998, with certain individuals (the "Initial Purchasers") whereby
         the Initial Purchasers and two other persons acquired an aggregate of
         825,000 shares of a newly created Series B Convertible Redeemable
         Preferred Stock ("Series B Stock"), par value $0.01 per share.

                                      F-39
   70

NOTE 8 - STOCKHOLDERS' EQUITY. (Continued)

         (a)      Series B Convertible Redeemable Preferred Stock: (Continued)

                  Pursuant to the Agreement and Subsequent transactions, the
         Initial Purchasers acquired 765,000 shares of Series B Stock for
         $76,500 in cash. The Company incurred certain legal expenses of the
         Initial Purchasers equaling approximately $50,000 in connection with
         the transaction. In addition, the Company issued 50,000 shares of
         Series B Stock to a consultant as compensation valued at $5,000 for his
         assistance to the Company in the identification and review of business
         opportunities and this transaction and for his assistance in bring the
         transaction to fruition. Additionally, the Company issued 10,000 shares
         of Series B Stock to James Fyfe as compensation valued at $1,000 for
         his work in bringing this transaction to fruition. These issuances
         diluted the voting rights of the then existing stockholders by
         approximately 57%. The total authorized shares of Series B Convertible
         Redeemable Preferred Stock is 825,000.

                  The following summarizes the terms of the Series B Stock whose
         terms are more fully set forth in the Certificate of Designation. The
         Series B Stock carries a zero coupon and each share of the Series B
         Stock is convertible into ten shares of the Company's common stock. The
         holder of a share of the Series B Stock is entitled to ten times any
         dividends paid on the common stock and such stock has ten votes per
         share and vote as one class with the common stock. Accordingly, the
         Initial Purchasers have sufficient voting power to elect all of the
         Board of Directors. However, the Initial Purchasers are required to
         vote in favor of Mr. Fyfe or his designee as a director of the
         Corporation through June 30, 2000.

                  The holder of any share of Series B Convertible Redeemable
         Preferred Stock has the right, at such holder's option (but not if such
         share is called for redemption), exercisable on or after September 30,
         2000, to convert such share into ten (10) fully paid and non-assessable
         shares of common stock (the "Conversion Rate"). The Conversion Rate is
         subject to adjustment as stipulated in the Agreement. Upon liquidation,
         the Series B Stock would be junior to the Corporation's Series A
         Preferred Stock and would share ratably with the common stock with
         respect to liquidating distributions.

                  Since, the Company raised in excess of $2,500,000 in fiscal
         1999 from the sale of its common shares and the Company's common shares
         maintained a minimum closing bid price in excess of $2.00 per shares
         for 10 consecutive trading days, then the Company's right, pursuant to
         the terms of the Agreement and the Certificate of Designation to
         repurchase or redeem such shares of Series B Stock from the holders for
         total consideration of $0.10 per share was eliminated.

                                      F-40
   71

NOTE 8 - STOCKHOLDERS' EQUITY. (Continued)

         (b)      Common Stock:

                  On May 15, 1997, the Company commenced a private securities
         offering pursuant to Rule 506 of Regulation D of the Securities Act of
         1933, as amended, of up to 400 units, each unit consisting of 10,000
         shares of common stock being offered at a price of $5,000 per unit. The
         Company used a placement agent for such offering who received a sales
         commission equal to 10% of the offering price of each unit sold. In
         connection with the offering, 369 units were sold for gross receipts of
         $1,845,000 from which the agent was paid a commission of $184,500 for
         net of $1,660,500 to the Company.

                  In March 1998, the Company sold 250,000 shares of common stock
         at $.50 per share realizing $125,000.

                  The stockholders at the 1998 annual meeting approved the
         reduction of the par value of the common stock from $0.10 per share to
         $0.001 per share.

                  The stockholders at the 2000 annual meeting approved amending
         the authorized common stock to 75 million shares from 30 million
         shares.

                  Commencing in May 1999 through July 1999, the Company sold
         688,335 shares of its common stock to accredited investors for $538,492
         net of offering costs. In December 1999, accredited investors purchased
         5,187,500 shares of the Company's common stock for $3,715,744, net of
         offering costs. During the six months ended June 30, 2000, the Company
         sold 1,676,250 shares of common stock at $.80 per share realizing
         $1,206,770, net of offering costs.

                  The Company in 1999 issued 5,000 shares of its common stock
         whose fair value was $5,000 to its President as a signing bonus, which
         was charged to operations at the time of issuance. The Company also
         issued in 1999, 25,000 shares of its common stock whose fair value was
         $25,000 at the date of issuance to a public relations consultant for
         future services. The arrangement with the consultant was terminated in
         1999 and the fair value of the shares was charged to operations in
         1999.

                  During the quarter ended June 30, 2000, the Company issued
         2000 shares of its common stock to a consultant for promotional
         activities amounting to $5,875.

                                      F-41
   72

NOTE 8 - STOCKHOLDERS' EQUITY. (Continued)

         (c)      Warrants:

                  The Company has issued common stock purchase warrants from
         time to time to investors in private placements, certain vendors,
         underwriters, and directors and officers of the Company.

                  A total of 101,308 shares of common stock are reserved for
         issuance upon exercise of warrants as of December 31, 1998 and March
         31, 1998. Of these outstanding warrants, warrants for 9,375 common
         shares at $46.40 per share expired in April 1999. The remaining
         warrants to acquire 91,933 common shares at exercise prices ranging
         from $3.20 to $8.10 per share were granted in March 1995 to certain
         directors, officers and employees who converted previously outstanding
         stock options under the 1986 Plan into warrants on substantially the
         same terms as the previously held stock options, except the warrants
         were immediately vested. During the fiscal 1999, warrants to acquire
         22,308 common shares at prices ranging from $3.90 to $46.40 per share
         expired. No warrants were exercised during any of the periods
         presented. A total of 79,000 shares of common stock are reserved for
         issuance upon exercise of outstanding warrants as of December 31, 1999
         at prices ranging from $3.20 to $27.50 and expiring through October
         2004.

         (d)      Stock Options Plans:

                  The Company has two stock option plans. The 1998 Employee
         Incentive Stock Option Plan provides for the grant of options to
         purchase shares of the Company's common stock to employees. The 1992
         Stock Option Plan provides for the grant of options to directors.

                                      F-42
   73

NOTE 8 - STOCKHOLDERS' EQUITY. (Continued)

         (d)      Stock Options Plans: (Continued)

                  In April 1992, the Company adopted the 1992 Stock Option Plan
         to provide for the granting of options to directors. According to the
         terms of this plan, each director is granted options to purchase 1,500
         shares each year. The maximum amount of the Company's common stock that
         may be granted under this plan is 20,000 shares. Options are
         exercisable at the fair market value of the common stock on the date of
         grant and have five year terms.

                  Under the 1998 Plan, the maximum aggregate number of shares
         which may be issued under options has been amended to 3,000,000 from
         300,000 shares of common stock. The aggregate fair market value
         (determined at the time the option is granted) of the shares for which
         incentive stock options are exercisable for the first time under the
         terms of the 1998 Plan by any eligible employee during any calendar
         year cannot exceed $100,000. The option exercise price of each option
         is 100% of the fair market value of the underlying stock on the date of
         the options are granted, except that no option will be granted to any
         employee who, at the time the option is granted, owns stock possessing
         more than 10% of the total combined voting power of all classes of
         stock of the Corporation or any subsidiary unless (a) at the time the
         options are granted, the option exercise price is at least 110% of the
         fair market value of the shares of common stock subject to the options
         and (b) the option by its terms is not exercisable after the expiration
         of five years from the date such option is granted.

                  The 1998 Plan will be administered by a committee of
         disinterested directors of the Board of Directors of the Corporation
         ("Option Committee"). In 1999, options to acquire 100,000 common shares
         at $1.00 per share were granted to an officer and an option to acquire
         25,000 common shares at $0.6875 per share was issued to a consultant
         were granted under the 1998 Plan. In May 1997, a director was granted
         an option to acquire 1,500 common shares at `$0.3125 per share were
         granted under the 1992 Plan. In February 2000, the Company's CEO was
         granted an option to acquire 75,000 common shares of $1.10 per share in
         the 1998 plan.

                  Information with respect to options under the 1992 and
         1998 Stock Option Plans is summarized as follows:

                                        For the Six Months Ended June 30,
                                       2000                            1999
                          ------------------------------  ------------------------------
                              Shares          Prices          Shares          Prices
                          --------------  --------------  --------------  --------------
                                                              
Outstanding at beginning
  of period                      128,000  $0.31 to $1.00           3,000  $0.31 to $0.40
                                          ==============                  ==============

Options issued                    75,000  $         1.10              --
                          --------------  ==============  --------------

Outstanding at end
  of period                      203,000  $0.31 to $1.10           3,000  $0.31 to $0.40
                          ==============  ==============  ==============  ==============

                                      F-43
   74

NOTE 8 - STOCKHOLDERS' EQUITY. (Continued)

         (d)      Stock Options Plans: (Continued)

                  Outstanding options expire 90 days after termination of
         holder's status as employee or director.

                  All options were granted at an exercise price equal to the
         fair value of the common stock at the grant date. Therefore, in
         accordance with the provisions of APB Opinion No. 25 related to fixed
         stock options, no compensation expense is recognized with respect to
         options granted or exercised. Under the alternative fair-value based
         method defined in SFAS No. 123, the fair value of all fixed stock
         options on the grant date would be recognized as expense over the
         vesting period. Assuming the fair market value of the stock at the date
         of grant to be $.3125 per share in May 1996, $.40625 per share in May
         1997, $.6875 in January 1999 and $1.00 per share in September 1999, the
         life of the options to be from three to ten years, the expected
         volatility at 200%, expected dividends are none, and the risk-free
         interest rate of 10%, the Company would have recorded compensation
         expense of $10,523 for the six months ended June 30, 2000 and $1,938
         for the three months ended June 30, 2000 as calculated by the
         Black-Scholes option pricing model. As such, pro-forma net loss and
         loss per share would be as follows:

                             For the Six    For the Three
                             Months Ended    Months Ended
                            June 30, 2000   June 30, 2000
                            -------------   -------------
                                      
Net loss as reported        $    (581,162)  $    (382,021)
Additional compensation            10,523           1,938
                            -------------   -------------

                            $    (591,685)  $    (383,959)
                            =============   =============

Loss per share as reported  $       (0.04)  $       (0.03)
                            =============   =============

Adjusted loss per share     $       (0.04)  $       (0.03)
                            =============   =============

                  As the number of options granted at December 31, 1998 and
         March 31, 1998 is immaterial, recognizing the expense would not have a
         material effect on the Company's financial statements for the three
         months and six months ended June 30, 1999.

                                      F-44
   75

NOTE 9 - INCOME TAXES.

                  The Company has received permission from the Internal Revenue
         Service to change its taxable year-end from March 31, to December 31,
         effective with the December 31, 1998 period.

                  The differences between income taxes computed using the
         statutory federal income tax rate and that shown in the financial
         statements are summarized as follows:

                                      For the Six Months Ended June 30,
                             -------------------------------------------------
                                      2000 %                    1999 %
                             -----------------------   -----------------------
                                                        
Loss before income taxes
  and preferred dividend     $  556,792           --   $ (993,798)          --
                             ==========   ==========   ==========   ==========

Computed tax benefit at
  statutory rate             $ (189,300)       (34.0)  $ (337,900)       (34.0)

Foreign subsidiary income
  not subject to U.S. taxes     (49,700)        (9.2)      (7,560)         (.8)

Net operating loss
  valuation reserve             239,000         43.2      345,460         34.8
                             ----------   ----------   ----------   ----------

Total tax benefits           $       --           --   $       --           --
                             ==========   ==========   ==========   ==========

                  There are no significant differences between the financial
         statement and tax basis of assets and liabilities and, accordingly, no
         deferred tax provision/benefit is required.

                  The Tax Reform Act of 1986 enacted a complex set of rules
         limiting the utilization of net operating loss carryforwards to offset
         future taxable income following a corporate ownership change. The
         Company's ability to utilize its NOL carryforwards is limited following
         a change in ownership in excess of fifty percentage points during any
         three year period. Upon receipt of the proceeds from the last foreign
         purchasers of the Company's common stock in January 2000, common stock
         ownership changed in excess of 50% during the three year period then
         ended. The utilization of the Company's net operating loss carryforward
         at December 31, 1999 of $2,063,000 was not negatively impacted by this
         ownership change. The future tax benefit of the net operating loss
         carryforward aggregated $701,000 at December 31, 1999 has been fully
         reserved as it is not more likely than not that the Company will be
         able to use the operating loss in the future.

                                      F-45
   76

NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER.

         (a)      Leases:

                  Commencing in August 1998, the Company entered into short-term
         operating leases for its general office space and certain office
         equipment. Prior to August 1998, the Company did not incur rent expense
         as it was inactive. Rent expense charged to operations for the six and
         three months ended June 30, 2000 and 1999 was $25,050 and $12,525,
         respectively in each period. Future minimum annual rent commitments
         under operating leases as of June 30, 2000 are as follows:

     Years Ending
       June 30,
     ------------
                           
         2001                 $50,000
         2002                   4,167
                              -------

                              $54,167
                              =======

         (b)      Investment Contract:

                  The Corporation has entered into an investment advisory
         agreement with AIG Global Investment Corporation ("AIG") under which
         AIG will function as investment advisor and manager of all the
         Corporation's investable assets. AIG provides management services to
         all affiliated insurance companies of American International Group and
         other third-party institutions on a world-wide basis.

         (c)      Year 2000:

                  Although the Company has had limited operations through
         December 31, 1999, it recognized the need to ensure that its operations
         will not be adversely effected by Year 2000 software or hardware
         failures. The Company in developing its software and hardware made
         certain that all its systems were compliant with Year 2000
         requirements. The Company has not experienced any adverse computer
         hardware or software effect to date. If, despite the Company's effects
         under its Year 2000 related failures affecting the Company from outside
         sources, management at the present time does not believe the impact
         will be substantial.

                                      F-46
   77

                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     The following table sets forth the various expenses and costs expected to
be incurred in connection with the issuance and distribution of the securities
to be registered. All of the amounts shown are estimated, except for the
Securities and Exchange Commission registration fee.

                                                                                       
Securities and Exchange Commission registration fee.....................................  $                 [ 6,392]
                                                                                                             ------
Legal fees and expenses.................................................................                           *
Accounting fees and expenses............................................................                           *

                                                                                                                   *
Miscellaneous expenses..................................................................  --------------------------
     Total..............................................................................  $                        *
                                                                                          ==========================

* To be supplied by amendment.

ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS
     Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if the person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if the person had
no reasonable cause to believe his conduct was unlawful; provided that, in the
case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which the person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that indemnification is proper
under the circumstances.

     Article X of the amended Certificate of Incorporation (the "Certificate")
of Corniche Group Incorporated ("Corniche") provides that no director of
Corniche shall be personally liable to Corniche or its stockholders for monetary
damage for breach of fiduciary duty as a director, except for liability

    o    for any breach of the director's duty of loyalty to Corniche or its
         stockholders,

    o    for acts or omissions not in good faith or which involve intentional
         misconduct or a knowing violation of law,

    o    under Section 174 of the Delaware General Corporation Law, or

    o    for any transaction from which the director derived any improper
         personal benefit.

     Article VI of the amended Certificate also provides that Corniche's Board
of Directors has the power on behalf of Corniche to indemnify any person, other
than a director, officer, employee, or agent of Corniche made a party to any
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of Corniche.

     Article V of Corniche's amended bylaws (the "Bylaws") provides that
Corniche may indemnify any and all persons who it shall have power to indemnify
against any and all expenses, liabilities or other matters to the fullest extent
authorized under Delaware law.

     Corniche has directors' and officers' liability insurance covering its
directors and officers.

                                      II-1
   78

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

     Summarized below are issuances of securities by Corniche that have occurred
since September 30, 1997, that were not registered under the Securities Act.
None of the following transactions involved any underwriters, underwriter
discounts or commissions, or any public offering, and Corniche believes that
each transaction was exempt from the registration requirements of the Securities
Act by virtue of Section 4(2) thereof, Regulation D promulgated thereunder or
Rule 701 pursuant to compensatory benefit plans and contracts relating to
compensation as provided under Rule 701. The recipients in these transactions
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof, and
appropriate legends were affixed to the share certificates and instruments
issued in the transactions.

         COMMON STOCK / SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

                                TITLE AND AMOUNT OF                                            CONSIDERATION
       DATE SOLD                    SECURITIES                     PURCHASER                      RECEIVED
       ---------                -------------------                ---------                   -------------
                                                                                 
March 1998                    250,000 shares of             A group of 2 accredited       An aggregate amount of
                              common stock                  investors                     $125,000

May 1998                      875,000 shares of Series      A group of 6 accredited       An aggregate amount of
                              B convertible redeemable      investors                     $87,500
                              preferred stock

January 1999                  25,000 shares of common       A consultant                  Consulting services
                              stock                                                       valued at $25,000

February 1999                 5,000 shares of common        Robert H. Benoit,             Signing bonus valued at
                              stock                         President                     $5,000

May 1999 - July 1999          688,335 shares of             A group of 27 accredited      An aggregate amount of
                              common stock                  investors                     $619,499.90

October -                     250,000 shares of             A group of 10 accredited      An aggregate amount of
November 1999                 common stock                  investors                     $250,000

December 1999 -               6,863,750 shares of           A group of 18 accredited      An aggregate amount of
April 2000                    common stock                  investors                     $5,491,000

August 2000                   5,000 shares of common        A group of 2 accredited       Consulting services
                              stock                         investors                     valued at $9,250

August 2000                   4,500 shares of common        James J. Fyfe, Chairman       Consulting services
                              stock                         of the Board of Directors     valued at $8,325

STOCK OPTIONS

     o   Pursuant to Corniche's 1998 Stock Plan, between September 30, 1997, and
         the date hereof, Corniche granted options to four employees and one
         consultant to purchase an aggregate of 403,000 shares of its common
         stock at exercise prices ranging from $.31 to $1.097 per share.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) Exhibits:

     The exhibits are as set forth in the Exhibit Index.

                                      II-2
   79

     (b) Financial Statement Schedules:

         No financial statement schedules are filed because the required
     information is not applicable or is included in the financial statements or
     related notes.

ITEM 17. UNDERTAKINGS

     The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

              (i) To include any prospectus required by section 10(a)(3) of the
              Securities Act of 1933;

              (ii) To reflect in the prospectus any facts of events arising
              after the effective date of the registration statement (or the
              most recent post-effective amendment thereof) which, individually
              or in the aggregate, represent a fundamental change in the
              information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would not exceed that which was registered) and any
              deviation from the low or high end of the estimated maximum
              offering range may be reflected in the form of prospectus filed
              with the Commission pursuant to Rule 424(b) if, in the aggregate
              offering price set forth in the "Calculation of Registration Fee"
              table in the effective registration statement.

              (iii) To include any material information with respect to the plan
              of distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post- effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be in the initial bona fide offering thereof.

         (3) For determining liability under the Securities Act of 1933, treat
     each post-effective amendment as a new registration statement of the
     securities offered, and the offering of the securities at that time to be
     the initial bona fide offering.

         (4) File a post-effective amendment to remove from registration any of
     the securities that remain unsold at the end of the offering.

         (5) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

         (6) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this Registration Statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by Corniche pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.

         (7) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new Registration Statement relating to
     the securities offered therein and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                      II-3
   80

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Corniche
pursuant to the foregoing provisions, or otherwise, Corniche has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by Corniche of expenses incurred or paid by
a director, officer or controlling person of Corniche in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, then
Corniche will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

                                      II-4
   81

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Corniche has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, hereunto duly authorized, in the City of Euless, State of Texas as
of October 3, 2000.

                                       CORNICHE GROUP INCORPORATED

                                       By: /s/ ROBERT F. BENOIT
                                          --------------------------------------
                                          Robert F. Benoit
                                          Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each of the undersigned officers and
directors of Corniche Group Incorporated hereby constitutes and appoints Robert
F. Benoit, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and on his behalf and in his name, place and stead, in any
and all capacities, to sign, execute and file any and all documents relating to
this Registration Statement, including any and all amendments, exhibits and
supplements thereto and including any Registration Statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, with any regulatory authority,
granting unto said attorney full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
to effectuate the same as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of October 3, 2000.

                   NAME                                          TITLE                               DATE
                   ----                                          -----                               ----
                                                                                          
/s/ ROBERT F. BENOIT                               Chief Executive Officer, Director            October 3, 2000
- -------------------------------------------
             Robert F. Benoit

/s/ ROBERT H. HUTCHINS                                    President, Director                   October 3, 2000
- -------------------------------------------
            Robert H. Hutchins

/s/ JOHN L. KING                                Vice President, Chief Financial Officer         October 3, 2000
- -------------------------------------------
               John L. King

/s/ JAMES J. FYFE                                 Chairman of the Board of Directors            October 3, 2000
- -------------------------------------------
               James J. Fyfe

/s/ PAUL L. HARRISON                                           Director                         October 3, 2000
- -------------------------------------------
             Paul L. Harrison

/s/ JOSEPH P. RAFTERY                                          Director                         October 3, 2000
- -------------------------------------------
             Joseph P. Raftery

                                      II-5
   82

                                INDEX TO EXHIBITS

        EXHIBIT
        NUMBER                               DESCRIPTION
        -------                              -----------
                      
           3             (a)  Certificate of Incorporation filed September 18, 1980(1)

                         (b)  Amendment to Certificate filed September 29, 1980(1)

                         (c)  Amendment to Certificate of Incorporation filed July 28, 1983(2)

                         (d)  Amendment to Certificate of Incorporation filed February 10, 1984(2)

                         (e)  Amendment to Certificate of Incorporation filed March 31, 1986(3)

                         (f)  Amendment to Certificate of Incorporation filed March 23, 1987(4)

                         (g)  Amendment to Certificate of Incorporation filed June 12, 1990(5)

                         (h)  Amendment to Certificate of Incorporation filed September 27, 1991(6)

                         (i)  Certificate of Designation filed November 12, 1994(7)

                         (j)  Amendment to Certificate of Incorporation filed September 2, 1995(1)

                         (k)  Certificate of Designation for the Series B Preferred Stock dated May 18, 1998(12)

                         (l)  By-laws of the Corporation, as amended on April 25, 1991(6)

                         (m)  Amendment to Certificate of Incorporation dated May 18, 1998(12)

           4             (a)  1992 Stock Option Plan(8)

                         (b)  Form of 1992 Incentive Stock Option Agreement, filed herewith

                         (c)  Form of 1992 Non-Qualified Stock Option Agreement, filed herewith

                         (d)  Stock Purchase Agreement dated as of January 30,
                              1997 by and among the Company, the Bank of
                              Scotland and 12 buyers(10)

                         (e)  Mutual Release dated as of January 30, 1997 by and among the Company, James Fyfe
                              and the Bank of Scotland(10)

                         (f)  Stock Purchase Agreement, dated as of March 4,
                              1998, between the Company and the Initial
                              Purchasers named therein(12)

                         (g)  1998 Employees Stock Option Plan(12)

                         (h)  Form of 1998 Incentive Stock Option Agreement, filed herewith

                         (i)  Form of 1998 Non-Qualified Stock Option Agreement, filed herewith

                         (j)  1998 Independent Director Compensation Plan, filed herewith

   83

        EXHIBIT
        NUMBER                                    DESCRIPTION
        -------                                   -----------

           5             (a)  Opinion of Haynes and Boone, LLP, filed herewith

          10             (a)  Employment Agreement by and between the Company and Robert F. Benoit, dated
                              February 15, 1999, filed herewith

                         (b)  Employment Agreement by and between the Company and John L. King, dated
                              June 27, 2000, filed herewith

                         (c)  Employment Agreement by and between the Company and David H. Boltz, dated June
                              26, 2000, filed herewith

                         (d)  Lease Agreement by and between Shoal Creek No. 2, L.L. and the Company dated July
                              7, 1998, to be filed by Amendment

          23             (a)  Consent of Weinick Sanders Leventhal & Co., LLP

                         (b)  Consent of Simontacchi & Company, LLP

          27             (a)  Financial Data Schedule, filed herewith

                                     Notes:

(1)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             S-18, File No. 2-69627, which exhibit is incorporated here by
             reference.

(2)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             S-288712, which exhibit is incorporated here by reference.

(3)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             S-2, File No. 33-4458, which exhibit is incorporated here by
             reference.

(4)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our annual report on Form 10-K for
             the year ended September 30, 1987, which exhibit is incorporated
             here by reference.

(5)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             S-3, File No. 33-42154, which exhibit is incorporated here by
             reference.

(6)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             S-1, File No. 33-42154, which exhibit is incorporated here by
             reference.

(7)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our registration statement on Form
             10-K for the year ended September 30, 1994, which exhibit is
             incorporated here by reference.

(8)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our proxy statement dated March 30,
             1992, which exhibit is incorporated here by reference.

(9)          Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our current report on Form 8-K,
             dated April 5, 1995, which exhibit is incorporated here by
             reference.

(10)         Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our annual report on Form 10-K for
             the year ended March 31, 1996, which exhibit is incorporated here
             by reference.

(11)         Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our annual report on Form 10K/A for
             the year ended March 31, 1996, which exhibit is incorporated here
             by reference.

(12)         Filed with the Securities and Exchange Commission as an exhibit,
             numbered as indicated above, to our proxy statement dated April 23,
             1998, which exhibit is incorporated here by reference.
   1
                                                                    EXHIBIT 4(b)

                        INCENTIVE STOCK OPTION AGREEMENT

                           CORNICHE GROUP INCORPORATED
                      1992 STOCK OPTION PLAN FOR DIRECTORS

         1. Grant of Option. Pursuant to the Corniche Group Incorporated 1992
Stock Option Plan for Directors (the "Plan") of Corniche Group Incorporated, a
Delaware corporation (the "Company"), the Company grants to

                            -------------------------
                              (the "Participant"),

an option to purchase shares of Common Stock of the Company ("Common Stock") as
follows.

         On the date hereof, the Company grants to the Participant an option
         (the "Option" or " Stock Option") to purchase one thousand five hundred
         (1,500) full shares (the "Optioned Shares") of Common Stock at a
         purchase price equal to $________ per share (the "Option Price") (being
         the Fair Market Value per share of the Common Stock on this Date of
         Grant or 110% of such Fair Market Value in the case of a ten percent
         (10%) or more stockholder as provided in Code Section 422). The date of
         grant of this Stock Option is _________________, 2000 (the "Date of
         Grant").

The "Option Period" shall commence on the Date of Grant and shall expire on the
date immediately preceding the tenth (10th) anniversary of the Date of Grant (or
the date immediately preceding the fifth (5th) anniversary of the Date of Grant
in the case of a ten percent (10%) or more stockholder as provided in Code
Section 422). This Stock Option is intended to be an incentive stock option.

         2. Subject to Plan. The Stock Option and its exercise are subject to
the terms and conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this Agreement. The
capitalized terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. The Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board of Directors of the Company (the
"Board") or the Committee and communicated to the Participant in writing.

         3. Vesting; Time of Exercise. Except as specifically provided in this
Agreement and subject to certain restrictions and conditions set forth in the
Plan, one hundred percent (100%) of this Stock Option shall be vested and
exercisable on the first anniversary of the Date of Grant, provided the
Participant is then a director of the Company or a subsidiary thereof or a
director of a parent corporation (as defined in Section 17 of the Plan) and
further provided the Participant has been a director of the Company or
subsidiary corporation (as defined in Section 17 of the Plan) (or in the
continuous employ of a parent corporation (as defined in section 17 of the Plan)
of the Company), or any combination thereof, from the Date of Grant to such
vesting date.

   2

         4. Term; Forfeiture. For purposes of this Agreement, while the
Participant is a director of (i) the Company, (ii) any parent of the Company, or
(iii) any subsidiary of the Company, he is a "Director." If this Stock Option is
not vested on the date the Participant ceases to be a Director (the "Termination
Date"), then this Stock Option shall immediately terminate and be forfeited on
such Termination Date. Except as otherwise provided in this Agreement, the
unexercised portion of the Stock Option that is vested on the Termination Date
will terminate and be forfeited at the first of the following to occur:

                    i.   5 p.m. on the date the Option Period terminates;

                    ii.  5 p.m. on the date which is three (3) years following
                         the Participant's Termination Date in the event the
                         Participant ceases to be a Director for any reason
                         other than death or permanent and total disability (as
                         defined in Section 22(e)(3) of the Code);

                    iii. 5 p.m. on the date which is four (4) years following
                         the Participant's Termination Date in the event the
                         Participant ceases to be a Director as a result of the
                         Participant's permanent and total disability (as
                         defined in Section 22(e)(3) of the Code); or

                    iv.  5 p.m. on the date which is five (5) years following
                         the Participant's Termination Date in the event the
                         Participant ceases to be a Director as a result of the
                         Participant's death.

         5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option
may be exercised only by the Participant, or by the Participant's guardian or
personal or legal representative. If the Participant ceases to be a Director as
a result of the Participant's death prior to the date specified in Section 4.i.,
or if the Participant ceases to be a Director for any reason other than death
but the Participant dies prior to the forfeiture dates specified in Section 4
hereof, and if the Participant dies without having exercised this Stock Option
as to the maximum number of Optioned Shares with respect to which the Stock
Option is vested as set forth in Section 3 hereof as of the date of death, then
the following persons may exercise the vested and exercisable portion of the
Stock Option on behalf of the Participant at any time prior to the earliest of
the forfeiture dates applicable to the Participant as specified in Section 4
hereof: the personal representative of his estate, or the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason of
the death of the Participant; provided that the Stock Option shall remain
subject to the other terms of this Agreement, the Plan, and applicable laws,
rules, and regulations.

         6. No Fractional Shares. The Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.

         7. Manner of Exercise. Subject to such administrative regulations as
the Committee may from time to time adopt, the Stock Option may be exercised by
the delivery of written notice to the Committee setting forth the number of
Optioned Shares with respect to which the Stock Option is to be exercised, the
date of exercise thereof (the "Exercise Date") which shall be

                                        2
   3

at least three (3) days after giving such notice unless an earlier time shall
have been mutually agreed upon, and whether the Optioned Shares to be exercised
will be considered as deemed granted under an incentive stock option as provided
in Section 11. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the
Optioned Shares to be purchased, payable as follows: (a) cash, check, bank
draft, or money order payable to the order of the Company or (b) Common Stock
owned by the Participant at least six months prior to the Exercise Date, valued
at its Fair Market Value on the Exercise Date.

         Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Participant (or the person exercising the Participant's Stock Option in
the event of his death) at its principal business office within ten (10)
business days after the Exercise Date. The obligation of the Company to deliver
shares of Common Stock shall, however, be subject to the condition that, if at
any time the Company shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Optioned Shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not reasonably
acceptable to the Committee.

         If the Participant fails to pay for any of the Optioned Shares
specified in such notice or fails to accept delivery thereof, then the Stock
Option, and right to purchase such Optioned Shares may be forfeited by the
Company.

         8. Nonassignability. The Stock Option is not assignable or transferable
by the Participant except by will or by the laws of descent and distribution or
pursuant to a domestic relations order that would qualify as a qualified
domestic relations order as defined in Section 414(p) of the Code, if such
provision were applicable to the Stock Option.

         9. Rights as Stockholder. The Participant will have no rights as a
stockholder with respect to any shares covered by the Stock Option until the
issuance of a certificate or certificates to the Participant for the Optioned
Shares. The Optioned Shares shall be subject to the terms and conditions of this
Agreement regarding such shares. Except as otherwise provided in Section 10
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates.

         10. Adjustment of Number of Optioned Shares and Related Matters. The
number of shares of Common Stock covered by the Stock Option, and the Option
Price thereof, shall be subject to adjustment in accordance with Section 11 of
the Plan.

         11. Incentive Stock Option. Subject to the provisions of the Plan, this
Stock Option is an incentive stock option. To the extent the number of Optioned
Shares exceeds the limit set forth in Section 422 (d) of the Code, or to the
extent the Participant exercises this Stock Option beyond the applicable periods
provided in Section 422(a)(2) or 422(c)(6) of the Code, then the exercised
Optioned Shares shall be deemed granted pursuant to a nonqualified stock option.

                                       3
   4

Unless otherwise indicated by the Participant in the notice of exercise pursuant
to Section 7, upon any exercise of this Stock Option, the number of exercised
Optioned Shares that shall be deemed to be exercised pursuant to an incentive
stock option shall equal the total number of Optioned Shares so exercised
multiplied by a fraction, (i) the numerator of which is the number of
unexercised Optioned Shares that could then be exercised pursuant to an
incentive stock option and (ii) the denominator of which is the then total
number of unexercised Optioned Shares.

         12. Disqualifying Disposition. In the event that Common Stock acquired
upon exercise of this Stock Option is disposed of by the Participant in a
"Disqualifying Disposition," such Participant shall notify the Company in
writing within thirty (30) days after such disposition of the date and terms of
such disposition. For purposes hereof, "Disqualifying Disposition" shall mean a
disposition of Common Stock that is acquired upon the exercise of this Stock
Option (and that is not deemed granted pursuant to a nonqualified stock option
under Section 11) prior to the expiration of either two years from the Date of
Grant of this Stock Option or one year from the transfer of shares to the
Participant pursuant to the exercise of this Stock Option.

         13. Community Property. Each spouse individually is bound by, and such
spouse's interest, if any, in any Optioned Shares is subject to, the terms of
this Agreement. Nothing in this Agreement shall create a community property
interest where none otherwise exists.

         14. Participant's Representations. Notwithstanding any of the
provisions hereof, the Participant hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Participant or the Company of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Company shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant are
subject to all applicable laws, rules, and regulations.

         15. Investment Representation. Unless the Common Stock is issued to him
in a transaction registered under applicable federal and state securities laws,
by his execution hereof, the Participant represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the
Participant for investment purposes for his own account and not with any intent
for resale or distribution in violation of federal or state securities laws.
Unless the Common Stock is issued to him in a transaction registered under the
applicable federal and state securities laws, all certificates issued with
respect to the Common Stock shall bear an appropriate restrictive investment
legend and shall be held indefinitely, unless they are subsequently registered
under the applicable federal and state securities laws or the Participant
obtains an opinion of counsel, in form and substance satisfactory to the Company
and its counsel, that such registration is not required.

         16. Participant's Acknowledgments. The Participant acknowledges receipt
of a copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions

                                        4
   5

or interpretations of the Committee or the Board, as appropriate, upon any
questions arising under the Plan or this Agreement.

         17. Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).

         18. No Right to Continue Service. Nothing herein shall be construed to
confer upon the Participant the right to continue to provide services to the
Company or to any parent or subsidiary of the Company, whether as a consultant
or as an outside director, or interfere with or restrict in any way the right of
the Company or any parent or subsidiary of the Company to discharge the
Participant as a consultant or outside director at any time.

         19. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or agreement
that is contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.

         20. Covenants and Agreements as Independent Agreements. Each of the
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.

         21. Entire Agreement. This Agreement together with the Plan supersede
any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.

         22. Parties Bound. The terms, provisions, and agreements that are
contained in this Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their respective heirs, executors, administrators,
legal representatives, and permitted successors and assigns, subject to the
limitation on assignment expressly set forth herein.

         23. Modification. No change or modification of this Agreement shall be
valid or binding upon the parties unless the change or modification is in
writing and signed by the

                                       5
   6

parties. Notwithstanding the preceding sentence, the Company may amend the Plan
or revoke this Stock Option to the extent permitted by the Plan.

         24. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.

         25. Gender and Number. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.

         26. Notice. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered only when actually received by the Company or by
the Participant, as the case may be, at the addresses set forth below, or at
such other addresses as they have theretofore specified by written notice
delivered in accordance herewith:

                  a. Notice to the Company shall be addressed and delivered
         as follows:

                     Corniche Group Incorporated
                     610 South Industrial Blvd., Suite 220
                     Euless, Texas 76040
                     Attn:
                          --------------------------------------
                     Facsimile:
                               ---------------------------------
                  b. Notice to the Participant shall be addressed and delivered
         as set forth on the signature page.

         27. Tax Requirements. The Participant, upon exercise of any portion of
the Stock Option, shall be required to pay the Company the amount of all taxes
which the Company is required to withhold as a result of the exercise of the
Stock Option; such obligation to pay such taxes may be satisfied by any of the
following or any combination thereof: (i) the delivery of cash to the Company in
an amount that equals or exceeds (to avoid the issuance of fractional shares
under (iii) below) the required tax withholding obligation of the Company; (ii)
the actual delivery by the exercising Participant to the Company of shares of
Common Stock that the Participant owns but has not acquired from the Company
within six months prior to the date of exercise, which shares so delivered have
an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of
fractional shares under (iii) below) the required tax withholding payment; or
(iii) the Company's withholding of a number of shares to be delivered upon the
exercise of the Stock Option which shares so withheld have an aggregate Fair
Market Value that equals (but does not exceed) the required tax withholding
payment; provided that, shares cannot be withheld in connection with the
exercise of a Stock Option in excess of the minimum number required for tax
withholding, and to permit the Stock Option to be accounted for as a fixed
award. Any such withholding payments with respect to the exercise of any portion
of the Stock Option in cash or by actual delivery of shares of Common Stock
shall be required to be made within thirty (30) days after the delivery to the
Participant of any certificate representing the shares of Common Stock acquired
upon exercise of the Stock Option.

                                       6
   7

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.

                                                     CORNICHE GROUP INCORPORATED

                                                     By:
                                                        ------------------------
                                                     Name:
                                                          ----------------------
                                                     Title:
                                                           ---------------------

                                                     PARTICIPANT:

                                                     ---------------------------
                                                     Signature

                                                     Name:
                                                          ----------------------

                                                     Address:
                                                             -------------------

                                                             -------------------

                                       7
   1
                                                                    EXHIBIT 4(c)

                       NONQUALIFIED STOCK OPTION AGREEMENT

                           CORNICHE GROUP INCORPORATED
                      1992 STOCK OPTION PLAN FOR DIRECTORS

         1. Grant of Option. Pursuant to the Corniche Group Incorporated 1992
Stock Option Plan for Directors (the "Plan") of Corniche Group Incorporated, a
Delaware corporation (the "Company"), the Company grants to

                            -------------------------
                              (the "Participant"),

an option to purchase shares of Common Stock of the Company ("Common Stock") as
follows.

         On the date hereof, the Company grants to the Participant an option
         (the "Option" or "Stock Option") to purchase one thousand five hundred
         (1,500) full shares (the "Optioned Shares") of Common Stock at a
         purchase price equal to $________ per share (the "Option Price"). The
         date of grant of this Stock Option is _________________, 2000 (the
         "Date of Grant").

The "Option Period" shall commence on the Date of Grant and shall expire on the
date immediately preceding the tenth (10th) anniversary of the Date of Grant.
The Stock Option is a nonqualified stock option.

         2. Subject to Plan. The Stock Option and its exercise are subject to
the terms and conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this Agreement. The
capitalized terms used herein that are defined in the Plan shall have the same
meanings assigned to them in the Plan. The Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board of Directors of the Company (the
"Board") or the Committee and communicated to the Participant in writing.

         3. Vesting; Time of Exercise. Except as specifically provided in this
Agreement and subject to certain restrictions and conditions set forth in the
Plan, one hundred percent (100%) of this Stock Option shall be vested and
exercisable on the first anniversary of the Date of Grant, provided the
Participant has been a director of the Company, any parent of the Company, or
any subsidiary of the Company from the Date of Grant to such vesting date.

         4. Term; Forfeiture. For purposes of this Agreement, while the
Participant is a director of (i) the Company, (ii) any parent of the Company, or
(iii) any subsidiary of the Company, he is a "Director." If this Stock Option is
not vested on the date the Participant ceases to be a Director (the "Termination
Date"), then this Stock Option shall immediately terminate and be forfeited on
such Termination Date. Except as otherwise provided in this Agreement, the
unexercised portion of the Stock Option that is vested on the Termination Date
will terminate and be forfeited at the first of the following to occur:

   2

                  i.       5 p.m. on the date the Option Period terminates;

                  ii.      5 p.m. on the date which is three (3) years following
                           the Participant's Termination Date in the event the
                           Participant ceases to be a Director for any reason
                           other than death or permanent and total disability
                           (as defined in Section 22(e)(3) of the Code);

                  iii.     5 p.m. on the date which is four (4) years following
                           the Participant's Termination Date in the event the
                           Participant ceases to be a Director as a result of
                           the Participant's permanent and total disability (as
                           defined in Section 22(e)(3) of the Code); or

                  iv.      5 p.m. on the date which is five (5) years following
                           the Participant's Termination Date in the event the
                           Participant ceases to be a Director as a result of
                           the Participant's death.

         5. Who May Exercise. Subject to the terms and conditions set forth in
Sections 3 and 4 above, during the lifetime of the Participant, the Stock Option
may be exercised only by the Participant, or by the Participant's guardian or
personal or legal representative. If the Participant ceases to be a Director as
a result of the Participant's death prior to the date specified in Section 4.i.,
or if the Participant ceases to be a Director for any reason other than death
but the Participant dies prior to the forfeiture dates specified in Section 4
hereof, and if the Participant dies without having exercised this Stock Option
as to the maximum number of Optioned Shares with respect to which the Stock
Option is vested as set forth in Section 3 hereof as of the date of death, then
the following persons may exercise the vested and exercisable portion of the
Stock Option on behalf of the Participant at any time prior to the earliest of
the forfeiture dates applicable to the Participant as specified in Section 4
hereof: the personal representative of his estate, or the person who acquired
the right to exercise the Stock Option by bequest or inheritance or by reason of
the death of the Participant; provided that the Stock Option shall remain
subject to the other terms of this Agreement, the Plan, and applicable laws,
rules, and regulations.

         6. No Fractional Shares. The Stock Option may be exercised only with
respect to full shares, and no fractional share of stock shall be issued.

         7. Manner of Exercise. Subject to such administrative regulations as
the Committee may from time to time adopt, the Stock Option may be exercised by
the delivery of written notice to the Committee setting forth the number of
Optioned Shares with respect to which the Stock Option is to be exercised, the
date of exercise thereof (the "Exercise Date") which shall be at least three (3)
days after giving such notice unless an earlier time shall have been mutually
agreed upon. On the Exercise Date, the Participant shall deliver to the Company
consideration with a value equal to the total Option Price of the Optioned
Shares to be purchased, payable as follows: (a) cash, check, bank draft, or
money order payable to the order of the Company or (b) Common Stock owned by the
Participant at least six months prior to the Exercise Date, valued at its Fair
Market Value on the Exercise Date.

                                        2

   3

         Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Participant (or the person exercising the Participant's Stock Option in
the event of his death) at its principal business office within ten (10)
business days after the Exercise Date. The obligation of the Company to deliver
shares of Common Stock shall, however, be subject to the condition that, if at
any time the Company shall determine in its discretion that the listing,
registration, or qualification of the Stock Option or the Optioned Shares upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary as a condition of, or
in connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not reasonably
acceptable to the Committee.

         If the Participant fails to pay for any of the Optioned Shares
specified in such notice or fails to accept delivery thereof, then the Stock
Option, and right to purchase such Optioned Shares may be forfeited by the
Company.

         8. Nonassignability. The Stock Option is not assignable or transferable
by the Participant except by will or by the laws of descent and distribution or
pursuant to a domestic relations order that would qualify as a qualified
domestic relations order as defined in Section 414(p) of the Code, if such
provision were applicable to the Stock Option.

         9. Rights as Stockholder. The Participant will have no rights as a
stockholder with respect to any shares covered by the Stock Option until the
issuance of a certificate or certificates to the Participant for the Optioned
Shares. The Optioned Shares shall be subject to the terms and conditions of this
Agreement regarding such shares. Except as otherwise provided in Section 10
hereof, no adjustment shall be made for dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates.

         10. Adjustment of Number of Optioned Shares and Related Matters. The
number of shares of Common Stock covered by the Stock Option, and the Option
Price thereof, shall be subject to adjustment in accordance with Section 11 of
the Plan.

         11. Nonqualified Stock Option. The Stock Option shall not be treated as
an Incentive Stock Option.

         12. Community Property. Each spouse individually is bound by, and such
spouse's interest, if any, in any Optioned Shares is subject to, the terms of
this Agreement. Nothing in this Agreement shall create a community property
interest where none otherwise exists.

         13. Participant's Representations. Notwithstanding any of the
provisions hereof, the Participant hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Participant or the Company of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Company shall be final, binding, and
conclusive. The

                                        3

   4

obligations of the Company and the rights of the Participant are subject to all
applicable laws, rules, and regulations.

         14. Investment Representation. Unless the Common Stock is issued to him
in a transaction registered under applicable federal and state securities laws,
by his execution hereof, the Participant represents and warrants to the Company
that all Common Stock which may be purchased hereunder will be acquired by the
Participant for investment purposes for his own account and not with any intent
for resale or distribution in violation of federal or state securities laws.
Unless the Common Stock is issued to him in a transaction registered under the
applicable federal and state securities laws, all certificates issued with
respect to the Common Stock shall bear an appropriate restrictive investment
legend and shall be held indefinitely, unless they are subsequently registered
under the applicable federal and state securities laws or the Participant
obtains an opinion of counsel, in form and substance satisfactory to the Company
and its counsel, that such registration is not required.

         16. Participant's Acknowledgments. The Participant acknowledges receipt
of a copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions or interpretations of
the Committee or the Board, as appropriate, upon any questions arising under the
Plan or this Agreement.

         17. Law Governing. This Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).

         19. No Right to Continue Service. Nothing herein shall be construed to
confer upon the Participant the right to continue to provide services to the
Company or to any parent or subsidiary of the Company, whether as a consultant
or as an outside director, or interfere with or restrict in any way the right of
the Company or any parent or subsidiary of the Company to discharge the
Participant as a consultant or outside director at any time.

         18. Legal Construction. In the event that any one or more of the terms,
provisions, or agreements that are contained in this Agreement shall be held by
a court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or agreement
that is contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.

         19. Covenants and Agreements as Independent Agreements. Each of the
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.

                                        4

   5

         20. Entire Agreement. This Agreement together with the Plan supersede
any and all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.

         21. Parties Bound. The terms, provisions, and agreements that are
contained in this Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their respective heirs, executors, administrators,
legal representatives, and permitted successors and assigns, subject to the
limitation on assignment expressly set forth herein.

         22. Modification. No change or modification of this Agreement shall be
valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the Plan or revoke this Stock Option to the extent permitted
by the Plan.

         23. Headings. The headings that are used in this Agreement are used for
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.

         24. Gender and Number. Words of any gender used in this Agreement shall
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.

         25. Notice. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered only when actually received by the Company or by
the Participant, as the case may be, at the addresses set forth below, or at
such other addresses as they have theretofore specified by written notice
delivered in accordance herewith:

             a.   Notice to the Company shall be addressed and delivered as
             follows:

                  Corniche Group Incorporated
                  610 South Industrial Blvd., Suite 220
                  Euless, Texas 76040
                  Attn:
                       ----------------------------------
                  Facsimile:
                            -----------------------------

             b.   Notice to the Participant shall be addressed and delivered as
             set forth on the signature page.

         26. Tax Requirements. The Participant, upon exercise of any portion of
the Stock Option, shall be required to pay the Company the amount of all taxes
which the Company is

                                        5

   6

required to withhold as a result of the exercise of the Stock Option; such
obligation to pay such taxes may be satisfied by any of the following or any
combination thereof: (i) the delivery of cash to the Company in an amount that
equals or exceeds (to avoid the issuance of fractional shares under (iii) below)
the required tax withholding obligation of the Company; (ii) the actual delivery
by the exercising Participant to the Company of shares of Common Stock that the
Participant owns but has not acquired from the Company within six months prior
to the date of exercise, which shares so delivered have an aggregate Fair Market
Value that equals or exceeds (to avoid the issuance of fractional shares under
(iii) below) the required tax withholding payment; or (iii) the Company's
withholding of a number of shares to be delivered upon the exercise of the Stock
Option which shares so withheld have an aggregate Fair Market Value that equals
(but does not exceed) the required tax withholding payment; provided that,
shares cannot be withheld in connection with the exercise of a Stock Option in
excess of the minimum number required for tax withholding, and to permit the
Stock Option to be accounted for as a fixed award. Any such withholding payments
with respect to the exercise of any portion of the Stock Option in cash or by
actual delivery of shares of Common Stock shall be required to be made within
thirty (30) days after the delivery to the Participant of any certificate
representing the shares of Common Stock acquired upon exercise of the Stock
Option.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 1 hereof.

                                           CORNICHE GROUP INCORPORATED

                                           By:
                                              ---------------------------------
                                           Name:
                                                -------------------------------
                                           Title:
                                                 ------------------------------

                                           PARTICIPANT:

                                           ------------------------------------
                                           Signature

                                           Name:
                                                -------------------------------
                                           Address:
                                                   ----------------------------

                                                   ----------------------------

                                        6

   1
                                                                    EXHIBIT 4(h)

                           CORNICHE GROUP INCORPORATED

                        INCENTIVE STOCK OPTION AGREEMENT

         1. GRANT OF OPTION. Pursuant to the Corniche Group Incorporated 1998
Employees Stock Option Plan (the "Plan") for employees of Corniche Group
Incorporated, a Delaware corporation (the "Company"), the Corporation grants to

                                  Robert Benoit

                             (Name of Option Holder)

an option to purchase from the Company a total of 100,000 full shares of common
stock, $.001 par value, of the Company (the "Common Stock") at $1.00 per share
(being at least the fair market value per share of the Common Stock on the date
of this grant), in the amounts, during the periods, and upon the terms and
conditions set forth in this Agreement.

         2. TIME OF EXERCISE. This option is exercisable in the following
cumulative installments:

         First installment. Up to 10% of the total option shares at any time
         after 1 year from the date of grant.

         Second installment. Up to an additional 15% of the total option shares
         at any time after 2 years from the date of grant.

         Third installment. Up to an additional 15% of the total option shares
         at any time after 3 years from the date of grant.

         Fourth installment. Up to an additional 25% of the total option shares
         at any time after 4 years from the date of grant.

         Fifth installment. Up to an additional 35% of the total option shares
         at any time after 5 years from the date of grant.

         Notwithstanding anything to the contrary contained herein, neither this
option, nor any installment thereof, may be exercised unless a registration
statement pursuant to the Securities Act

   2

of 1933 and applicable state securities laws relating to the Common Stock for
which this option is exercisable is in effect at the time of exercise or, in the
opinion of the Company's counsel, a valid exception from such registration is
available.

         If an installment covers a fractional share, such installment will be
rounded off to the next highest share, except the final installment, which will
be for the balance of the total optioned shares. No part of the option may be
exercised after the expiration of ten (10) years from the date of grant.

         3. SUBJECT TO PLAN. This option and its exercise are subject to the
Plan, but the terms of the Plan shall not be considered an enlargement of any
benefits under this Agreement. In case of any conflict between the Plan and this
option, the Plan shall control. The defined terms used herein which are defined
in the Plan shall have the same meanings defined for and assigned to them in the
Plan. In addition, this option is subject to any rules promulgated pursuant to
the Plan by the Board of Directors of the Company or any committee thereof which
administers the Plan.

         4. TERM. This option will terminate at the first of the following:

         (a)      5 p.m. on September 27, 2009 (ten years from grant date).

         (b)      5 p.m. on the date which is one year after the date of the
                  Option Holder's death.

         (c)      5 p.m. on the date which is one year after the date that the
                  Option Holder's service to the Company as an employee
                  terminates for reasons of disability.

         (d)      5 p.m. on the date which is 30 days after the date that the
                  Option Holder's service to the Company as an employee
                  terminates for reasons other than death or disability.

         5. WHO MAY EXERCISE. During the lifetime of the Option Holder, this
option may be exercised only by the Option Holder. If the Option Holder dies
prior to the termination date specified in Section 4 hereof without having
exercised the option as to all of the shares covered thereby, the

                                       2
   3

option may be exercised at any time prior to the earlier of the dates specified
in Sections 4(a) and (b) hereof by the Option Holder's estate or a person who
acquired the right to exercise the option by bequest or inheritance or by reason
of the death of the Option Holder, subject to the other terms of this Agreement,
the Plan and applicable laws, rules and regulations.

         6. RESTRICTIONS ON EXERCISE. This option:

         (a)      may be exercised only with respect to full shares and no
                  fractional share of stock shall be issued;

         (b)      may be exercised only if at all times during the period
                  beginning with the date of the granting of the option and
                  ending on the date (one year in the case of termination by
                  reason of death or disability) of exercise the Option Holder
                  was an employee of the Company; provided, if the Option Holder
                  dies within said period, the option may be exercised in
                  accordance with Section 5;

         (c)      may be exercised only for the shares vested as of the last day
                  of Option Holder's employment by the Company, or as of the
                  date of the Option Holder's death, as the case may be;

         (d)      may be exercised only in accordance with the other restriction
                  set forth in the Plan.

         7. MANNER OF EXERCISE. Subject to such administrative regulations as
the Board of Directors (or a committee thereof) may from time to time adopt,
this option may be exercised upon written notice to the Company of the number of
shares being purchased accompanied by the following:

         (a)      Full payment of the option price for the shares of Common
                  Stock being purchased, which may be made by cash, certified
                  check, or shares of Common Stock, or any combination thereof
                  (at the option of the Option Holder); and

         (b)      Such documents as the Company in its discretion deems
                  necessary to evidence the exercise, in whole or in part, of
                  the option.

                                       3
   4

         8. NON-ASSIGNABILITY. This option may not be transferred other than by
will or by the laws of descent and distribution. Except as described in the
previous sentence, during the Option Holder's lifetime, this option may be
exercised only by the Option Holder.

         9. NO RIGHTS AS STOCKHOLDER. The Option Holder will have no rights as a
stockholder with respect to any shares covered by this option until the issuance
of a certificate or certificates to the Option Holder for the shares. Except as
otherwise provided in Section 10 hereof, no adjustment shall be made for
dividends or other rights for which the record date is prior to the issuance of
such certificate or certificates.

         10. CAPITAL ADJUSTMENTS. The number of shares of Common Stock covered
by this option, and the option price thereof, shall be proportionately adjusted
to reflect any stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, reorganization, liquidation, or
the like, of or by the Company.

         11. DISQUALIFYING DISPOSITION. In the event that Common Stock acquired
upon exercise of an option pursuant to this Agreement is disposed of by an
Option Holder prior to the expiration of either two years from the date of grant
of such option or one year from the issuance of shares to the Option Holder
pursuant to the exercise of such option, such Option Holder shall notify the
Company in writing of the date and terms of such disposition.

         12. RESTRICTIONS ON TRANSFER. Shares of Common Stock received upon
exercise of this option may only be transferred in accordance with Section VIII
of the Plan.

         13. LAW GOVERNING. This Agreement is intended to be performed in the
State of Texas and shall be construed and enforced in accordance with and
governed by the laws of Texas, without giving effect to conflicts of laws.

         14. DATE OF GRANT. The date of grant of this option is September 27,
1999.

                                       4
   5

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Option Holder, to evidence his
consent and approval of all the terms hereof, has duly execute this Agreement,
as of the date specified in Section 14 hereof.

                                       CORNICHE GROUP INCORPORATED

                                       By:
                                            ------------------------------------
                                            Robert Hutchins, President

                                       OPTION HOLDER:

                                       -----------------------------------------
                                            Robert Benoit

                                       5

   1

                                                                    EXHIBIT 4(i)

                           CORNICHE GROUP INCORPORATED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

         AGREEMENT made as of February 15th, 2000, by and between Corniche
Group Incorporated, a Delaware corporation with its principal place of business
at 610 S. Industrial Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and
the undersigned (the "Optionee").

                                   WITNESSETH:

         WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), on the terms and conditions
hereinafter set forth; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:

1.       GRANT OF OPTION.

         The Company hereby grants to the Optionee, the right, privilege and
option (the "Option") to purchase 75,000 shares of the Company's Common Stock
(the "Shares") at the exercise prices $1.097 and 100,000 shares of the Company's
Common Stock (the "Shares") at the exercise prices $1.00 on the vesting terms
("Vesting Terms") set forth in Appendix A. Such number of Shares issuable upon
exercise of the Option shall be subject to adjustment as provided in Section 7
below.

2.       TIME OF EXERCISE OF OPTION.

         Subject to the provisions of Section 4 below, the Option shall vest as
provided in Appendix A, provided, however, that upon a Change in Control of the
Company (as defined in the Employment Agreement between the Company and the
Optionee dated June 26th, 2000), the Option shall be immediately exercisable.
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).

3.       METHOD OF EXERCISE.

         The Option shall be exercised by written notice in the form of Appendix
B hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the

   2

number of Shares being purchased, or (ii) certificate(s), duly endorsed for
transfer to the Company with signature guaranteed, for that number of previously
acquired Shares having an aggregate fair market value as determined in
accordance with the Plan ("Fair Market Value"), on the date of exercise equal to
the full Purchase Price for the number of Shares being purchased, or (iii) a
combination of (i) and (ii).

         The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).

4.       TERM OF OPTIONS; EXERCISABILITY.

         (i) This Option shall expire 5 years from the date hereof of this
Agreement (the "Expiration Date"), subject to earlier termination as herein
provided.

         (ii) Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.

         (iii) If the Optionee's employment by, of, or to, the Company is
terminated by the Company for cause (as such term is defined in his employment
agreement), the Option will to the extent not terminated be deemed to have
terminated on the date immediately preceding the date the Optionee's employment
by, or retention as an agent, director of, or consultant to, the Company is
terminated by the Company and its subsidiaries.

         (iv) If the Optionee's employment by the Company is terminated because
of disability or death, the Option shall terminate on the earlier of (i) one
year after termination, or (ii) the date on which the Option expires by its
terms.

5.       NON-TRANSFERABILITY.

         The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.

6.       REPRESENTATION LETTER AND INVESTMENT LEGEND.

         (a) Notwithstanding the provisions of Sections 3 and 4 hereof, the
Option cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the

                                       2
   3

Option and the delivery of a certificate for the Shares, until one of the
following conditions shall be satisfied:

         (i) The Shares with respect to which the Option has been exercised are
at the time of the issuance of the Shares effectively registered or qualified
under applicable federal and state securities acts now in force or as hereafter
amended; or

         (ii) Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.

         (b) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

         (c) The Company shall be under no obligation to qualify the Shares or
to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.

7.       ADJUSTMENT IN AND CHANGES IN COMMON STOCK.

         Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to

                                       3
   4

which the Option or portion thereof then unexercised shall be exercisable. Such
adjustment in the Option shall be made without change in the total price
applicable to the unexercised portion of such the Option and with a
corresponding adjustment in the Option price per share.

8.       EFFECT ON OTHER RIGHTS.

         This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to continue
to be retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be Terminated entirely.

9.       RIGHTS AS A STOCKHOLDER.

         The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.

10.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.

11.      WITHHOLDING TAXES.

         Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.

                                       4
   5

12.      HEADINGS.

         The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.

13.      BINDING EFFECT.

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.

                                             CORNICHE GROUP INCORPORATED.

                                             By:
                                                -----------------------------
                                             Title: Chairman of the Board

                                             --------------------------------
                                             OPTIONEE

                                       5
   6

                                   APPENDIX A

                            TO STOCK OPTION AGREEMENT

OPTIONS GRANTED AND VESTING PERIOD:

Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.

Number of Shares           Option Price              Vesting Date
- ----------------           ------------              ------------
                                               
37,500                     $1.097                    2/01/00
18,750                     $1.097                    6/26/01
18,750                     $1.097                    6/26/02
50,000                     $1.00                     2/01/01
25,000                     $1.00                     2/01/02
25,000                     $1.00                     2/01/03

   7

                                    EXHIBIT B
                            TO STOCK OPTION AGREEMENT

Date:
     -----------------------

Corniche Group Incorporated
610 S. Industrial
Suite 220
Euless, Texas 76040

Ladies and Gentlemen:

         I hereby elect to purchase _______ shares of the Common Stock, par
value $.00001 per share, of Corniche Group Incorporated (the "Company") under
the option granted to me pursuant to the Stock Option Agreement, dated February
15th, 2000.

         Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($________ per share).

         Please deliver certificates representing the shares being purchased to
me at:

         -----------------------------

         -----------------------------

         -----------------------------

         I hereby acknowledge that I have been informed as follows:

         1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.

         2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.

         3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.

   8

         4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.

         In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:

         "The shares of common stock represented by this certificate have not
         been registered under the Securities Act of 1933, as amended (the
         "Act"), and were acquired by the registered holder, pursuant to a
         representation and warranty that such holder was acquiring such shares
         for his or her own account and for investment, with no intention to
         transfer or dispose of the same, in violation of the registration
         requirements of the Act. These shares may not be sold, pledged,
         transferred or otherwise disposed of in the absence of an effective
         registration statement under the Act, or an opinion of counsel, which
         opinion is reasonably satisfactory to counsel to the Company, to the
         effect that registration is not required under the Act."

         I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.

                                        Very truly yours,

                                        ----------------------------
                                        Optionee:

                                       2
   1
                                                                    EXHIBIT 4(j)

                  1998 INDEPENDENT DIRECTOR COMPENSATION PLAN

         WHEREAS, the Company desires to attract and retain qualified
independent directors by appropriate compensation for their services on behalf
of the Company;

         NOW, THEREFORE, BE IT

         RESOLVED, that effective as of April 30, 1998, there is established the
1998 Independent Director Compensation Plan (the "Plan"); and

         RESOLVED FURTHER, that a maximum of 100,000 shares of the Company's
common stock may be issued, and such shares are hereby reserved for issuance,
under the Plan; and

         RESOLVED FURTHER, that each duly elected and validly acting director of
the Company, who is not an officer or an employee of the Company (each an
"Independent Director"), shall be entitled to receive and shall be paid $2,500
in cash and shall also be entitled to be issued 500 shares of the Company's
common stock, for each full calendar quarter of service completed as a director
of the Company; and

         RESOLVED FURTHER, that each Independent Director who serves as a member
of a committee of the Company's board of directors shall be entitled to receive
and shall be paid $500 in cash and shall also be entitled to be issued 125
shares of the Company's common stock, for each full calendar quarter of service
completed as a member of each such committee; and

         RESOLVED FURTHER, in addition, each Independent Director will be
entitled to full reimbursement of all reasonable travel expenses incurred in
the performance of his or her duties as an Independent Director, regardless of
the date elected; and

         RESOLVED FURTHER, compensation pursuant to this Plan shall be paid or
issued as soon as practicable after each March 31, June 30, September 30, and
December 31.

   1

                                                                    EXHIBIT 5(a)

                              HAYNES AND BOONE, LLP
                           901 Main Street, Suite 3100
                               Dallas, Texas 75202
                                  214.651.5000

                                October ___, 2000

Corniche Group Incorporated
610 South Industrial Blvd.
Suite 220
Euless, Texas 76040

Re: Corniche Group Incorporated Registration Statement on Form S-1

Gentlemen:

We have acted as counsel to Corniche Group Incorporated, a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-1 (Registration No. ) and the amendments
thereto (the Registration Statement, as amended, is hereinafter referred to as
the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the offer and sale by the Company of up to
17,844,585 shares of its Common Stock, par value $0.001 per share ("Common
Stock"). The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to, the internal substantive laws of the State of
Texas, the General Corporation Laws of the State of Delaware and applicable
federal laws of the United States of America.

In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Amended Certificate of
Incorporation of the Company (the "Certificate of Incorporation"), and the
Amended Bylaws of the Company (the "Bylaws"); (ii) the minutes and records of
the corporate proceedings of the Company with respect to the issuance by the
Company of the shares of Common Stock; (iii) the Registration Statement and all
exhibits thereto and (iv) such other documents and instruments as we have deemed
necessary for the expression of the opinions contained herein.

In making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies thereof. As to various questions of fact
material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of the Company or governmental officials. Finally, we
have assumed that all formalities

   2

Corniche Group Incorporated
October _____, 2000
Page 2

required by the Company's Certificate of Incorporation, Bylaws and the Delaware
General Corporation Law will be complied with when the shares of Common Stock
are issued.

Based upon the foregoing, and having due regard for such legal considerations as
we deem relevant, we are of the opinion that the shares of Common Stock, upon
receipt by the Company of the full consideration for the shares of Common Stock,
will, when sold, be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5(a) to the Registration Statement, and to the reference
to our firm under the caption "Legal Matters" in the prospectus constituting a
part of such Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.

Very truly yours,

Haynes and Boone, LLP
   1
                                                                   EXHIBIT 10(a)

                              EMPLOYMENT AGREEMENT

AGREEMENT made as of the 15th day of February, 2000 by and between Corniche
Group Incorporated, a Delaware corporation having offices at 610 S. Industrial
Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and Robert F. Benoit (the
"Executive").

WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's employment by the Company.

NOW, THEREFORE, the parties hereto agree as follows:

         1.       Employment. The Company agrees to employ the Executive in the
                  capacity herein after set forth, for the term specified in
                  paragraph 2, and the Executive agrees to accept such
                  employment, upon the terms and conditions hereinafter set
                  forth.

         2.       Term. This Agreement shall be for a term commencing on
                  [February 15th, 2000] (the "Effective Date") and unless this
                  Agreement is sooner terminated under the provisions hereof,
                  expiring three years thereafter (the "Term").

         3.       Duties and Responsibilities.

                  (a)      During the Term, the Executive shall serve as an
                           officer of the Company and shall have the title of
                           Chief Executive Officer. The Term may be extended for
                           such duration and upon such terms and conditions as
                           to which the Company and the Executive may agree, on
                           or prior to, the expiration of the Term.

                  (b)      The Executive shall devote substantial business
                           efforts to the Company. Other business activities of
                           the Executive shall be limited in time and scope and
                           not conflict with the terms of this Agreement. The
                           Executive will (i) devote his best efforts, skill and
                           ability to promote the Company's interest; (ii) carry
                           out his duties in a competent and professional
                           manner; (iii) work with other employees of the
                           Company in a competent and professional manner and
                           (iv) generally promote the best interests of the
                           Company.

                  (c)      The Executive's normal place of business shall be 610
                           S. Industrial Blvd., Suite 220, Euless, Texas 76040.

                  (d)      The Executive shall have the powers and duties
                           commensurate with his position and the authority to
                           perform these and other such duties as may reasonably
                           be assigned from time to time that are not
                           inconsistent with such position.

   2

         4.       Compensation.

                  (a)      As compensation for services hereunder and in
                           consideration of his agreement not to compete as set
                           forth in Section 9 below, during the Term, the
                           Company shall pay the Executive in accordance with
                           the Company's normal payroll practices base salary
                           compensation at an annual rate of $100,000.00 less
                           required tax withholding amounts. The executive will
                           also receive a 6,000.00 automobile allowance per
                           year. The annual rate of salary compensation may be
                           reviewed and increased at the discretion of the
                           Board. Annual bonuses may be awarded at the sole
                           discretion of the Board.

                  (b)      As additional consideration for the Executive's
                           agreement to provide services to the Company
                           hereunder, the Executive will receive, non-qualified
                           stock options having a term of five years and
                           covering a total of 175,000 of the Company's shares
                           of common stock. Said options will be granted under
                           the terms of an Option Agreement dated the date
                           hereof and annexed hereto as Exhibit A at the
                           exercise prices and on the vesting terms set forth
                           therein.

         5.       Expenses:  Fringe Benefits.

                  (a)      In addition to the compensation provided for under
                           Section 4, the Company agrees to pay or to reimburse
                           the Executive during the Term for all reasonable,
                           ordinary and necessary vouchered business or
                           entertainment expenses incurred in the performance of
                           his duties hereunder in a manner established by the
                           Company's policy as from time to time in effect.

                  (b)      During the Term the Executive shall be entitled to
                           participate in a health care plan at the Company's
                           expense and such life insurance and 401K plans and
                           other employee benefit plans which become available
                           to senior employees of the Company, including
                           participation in any stock plans and annual incentive
                           plans established by the Company. The executive may
                           add family members to the company's health plan at
                           the executive's expense.

                  (c)      The Executive shall be entitled to a combined 2 weeks
                           10 business days of paid vacation per calendar year
                           in addition to ten 10 public holidays provided that
                           no more than ten 10 consecutive days of vacation
                           shall be taken at any one time without the prior
                           approval of the Chief Executive Officer of the
                           Company.

                                       2
   3

         6.       Discharge by Company.

                  (a)      The Company shall be entitled to terminate the Term
                           and to discharge the Executive for "cause". The term
                           "cause" shall be limited to the following.

                           (i)      The Executive's failure or unreasonable
                                    refusal to perform his duties and
                                    responsibilities under this Agreement.

                           (ii)     Dishonesty affecting the Company.

                           (iii)    Conviction of a felony or of any crime
                                    involving fraud or misrepresentations.

                           (iv)     The Executive's failure to adequately
                                    perform his responsibilities.

                           (v)      The commission of a willful or intentional
                                    act which could injure the reputation,
                                    business or business relationships of the
                                    Company.

                           (vi)     Any material breach of this Agreement, if
                                    such breach is not cured within 30 days
                                    after receipt by the Executive of written
                                    notice thereof from the Company, and

                  (b)      Disability pursuant to Section 7 hereof.

                  (c)      If Executive's employment is terminated by the
                           Company without cause, in addition to the salary and
                           benefits accrued through the date of termination,
                           Executive will receive as severance an amount equal
                           to 18 months base salary. Such severance payment
                           shall be payable in equal installments or as mutually
                           agreed by the Executive and the Company in a lump sum
                           discounted using the prime rate then in effect at
                           Citibank, N.A. In addition to his base salary the
                           Company will pay Executive the cost of continuing
                           medical insurance. Termination without cause shall
                           include action by the Company, without Executive's
                           consent, pursuant to which his duties or title are
                           materially reduced or assignment of duties become
                           materially inconsistent with duties stated herein.

         7.       Disability, Death.

                  (a)      If the executive shall be unable to perform his
                           duties hereunder by virtue of physical or mental
                           incapacity or disability (from any cause or causes
                           whatsoever) in substantially the manner and to the
                           extent required hereunder prior to the commencement
                           of such disability (all such causes being herein
                           referred to as "disability") and the Executive shall
                           fail to have performed substantially such duties for
                           periods aggregating ninety (90) days, whether or not
                           continuous, in any continuous period of one hundred
                           eighty (180) days, the Company shall have the right
                           to terminate the

                                       3
   4

                           Executive's employment hereunder as at the end of any
                           calendar month upon written notice to him. Said
                           notice of intention to terminate the Executive must
                           be given by the Company within ninety (90) days
                           following the 90th day of disability, in which case
                           the Executive shall be entitled to his base salary
                           compensation to the end of such calendar month and
                           for a continuing period of three (3) months
                           thereafter payable on the regular payroll schedule.

                  (b)      In the case of the death of the Executive, this
                           Agreement shall terminate and the company shall be
                           obligated to pay to the Executive's estate or as
                           otherwise directed by the Executive's duly appointed
                           and authorized legal representative, his then base
                           salary compensation and all accrued benefits through
                           the date of death.

         8.       Voluntary Termination. The Executive may terminate his
                  employment for any reason at any time upon ninety (90) days
                  prior written notice to the Company. If the Executive
                  voluntarily terminates his employment prior to the term
                  hereunder, he shall only be entitled to receive compensation
                  accrued through the date of termination and shall not be
                  entitled to any prorated amounts for vacation pay.

         9.       Confidentiality; Covenant Against Competition; Intellectual
                  Property.

                  (a)      The Executive recognizes and acknowledges that all
                           information pertaining to the affairs, business,
                           clients or customers of the Company or any of its
                           subsidiaries or affiliates or predecessors (any or
                           all of such of such entities being hereinafter
                           referred to as the "Businesses"), as such information
                           may exist from time to time, other than information
                           that the Company has previously made publicly
                           available or which has otherwise entered the public
                           domain through no fault of the Executive, is
                           confidential information and is a unique and valuable
                           asset of the Businesses, access to and knowledge of
                           which will be essential to the Executive's duties
                           under this Agreement. In consideration of the
                           payments made to him hereunder, the Executive shall
                           not, except to the extent reasonably necessary in the
                           performance of his duties under this Agreement,
                           during the term of his employment hereunder and
                           thereafter, divulge to any person, firm, association,
                           corporation or governmental agency, any information
                           concerning the affairs, business, clients or
                           customers of the Business (except such information as
                           is required by law to be divulged to a government
                           agency or pursuant to subpoena or similar lawful
                           process), or make use of any such information for his
                           own purposes or for the benefit of any person, firm,
                           association, company, corporation (except the
                           Businesses) or entity and shall use his reasonable
                           best efforts to prevent the disclosure of any such

                                       4
   5

                           information by others. All records, memoranda,
                           letters, books, papers, reports, customer lists,
                           accountings or other data and records and documents
                           relating to the Businesses, whether made by the
                           Executive or otherwise coming into his possession,
                           are confidential information and are, shall be, and
                           shall remain the property of the Businesses. No
                           copies thereof shall be made which are not retained
                           by the Businesses, and the Executive agrees, on
                           termination of his employment, that he will not
                           retain or make copies of any such documents relating
                           to the Businesses and, on demand of the Company,
                           deliver the same to the Company.

                  (b)      All information and all of the Executive's interest
                           in trade secrets, trademarks, computer programs,
                           customer information, customer lists, employee lists,
                           products, procedures, copyrights, patents and
                           developments developed by the Executive as a result
                           of, or in connection with, his employment hereunder,
                           shall belong to the Company; and without further
                           compensation, but at the Company's expense, upon the
                           request of the Company, the Executive shall execute
                           any and all assignments or other documents and take
                           any and all such other action as the Company may
                           reasonably request in order to vest in the Company
                           all of the Executive's right, title, and interest in
                           and all of the foregoing items, free and clear of all
                           liens, charges and encumbrances of the Executive of
                           any kind.

                  (c)      In consideration of the payments made to him
                           hereunder, during the period commencing on the
                           effective date of the termination of his employment
                           and ending on the second (2nd) anniversary of such
                           effective date of termination, or in the case of
                           termination for any reason during the Trial Period
                           (90) days ending on the first (1st) anniversary of
                           such effective date of termination (collectively,
                           such periods to be referred to as the "Restrictive
                           Period"), the Executive shall not, without the
                           express prior written approval of the Board, as
                           evidenced by a resolution of the Board, directly or
                           indirectly, for himself or on behalf of or in
                           conjunction with, any other person, persons, company,
                           partnership, corporation or business of whatever
                           nature:

                           (i)      own or hold any proprietary interest in, be
                                    employed by or receive remuneration from, or
                                    engage as an officer, director or in any
                                    managerial capacity, whether as an employee,
                                    independent contractor, consultant or
                                    advisor, or as a sales representative of,
                                    any corporation, company, partnership, sole
                                    proprietorship or other entity engaged in
                                    competition with the Company or any of its
                                    subsidiaries or affiliates (a "Competitor")
                                    in the "Territory", other than
                                    severance-type or retirement-type benefits
                                    from entities constituting prior employers
                                    of the Executive;

                                       5
   6

                           (ii)     solicit for himself or for the account of
                                    any Competitor, any customer or client of
                                    the Company or its subsidiaries or
                                    affiliates, or, in the event of the
                                    Executive's termination of his employment,
                                    any entity or individual that was such a
                                    customer or client during the eighteen (18)
                                    month period immediately preceding the
                                    Executive's termination of employment;

                           (iii)    Act on behalf of himself or any Competitor
                                    to interfere with the relationship between
                                    the Company or its subsidiaries or
                                    affiliates and their employees, independent
                                    contractors, customers or suppliers;

                           (iv)     Hire an employee of the Company or induce
                                    any such employee to leave the employment of
                                    the Company.

                           For the purposes of this Agreement, "Territory" shall
                           mean each and every State in the United States or any
                           other country in which the Businesses conduct
                           business operations.

                           For the purposes of the preceding paragraphs, (i) the
                           term proprietary interest means legal or equitable
                           ownership, whether through shareholding or otherwise,
                           of an equity interest in a business, firm or entity
                           other than ownership of less than two (2%) percent of
                           any class of equity interest in a publicly held
                           business, firm or entity and (ii) an entity shall be
                           considered to be "engaged in competition" if such
                           entity is, or is a holding company for, a company or
                           corporation that directly competes with any aspect of
                           the business of the Businesses as it is being
                           conducted by them at the date of termination of
                           employment, in the Territory, with the phrase
                           "directly competes" to be interpreted reasonably by
                           the parties so as to protect the Company against
                           unfair competition without unnecessarily intruding on
                           the Executive's ability to earn a living in his area
                           of expertise.

                  (d)      The Executive acknowledges the reasonableness of the
                           restrictions contained in this Section 9. The
                           Executive acknowledges that the Company, and its
                           successors and assigns would be irreparably injured
                           in a manner not adequately compensated by money
                           damages by a breach or violation of the provisions of
                           this Section 9 by the Executive. Therefore, in the
                           event of any such breach or violation (or threatened
                           breach or violation), in addition to all other rights
                           and remedies which the Company, whether at law or in
                           equity, the Company and its successors and assigns
                           shall be entitled to obtain injunctive or other
                           equitable relief against the Executive without the
                           need to post bond or other security in connection
                           therewith and the Executive hereby consents to the
                           entry of an order for such injunctive or other
                           equitable relief.

                  (e)      The Executive's agreement as set forth in this
                           Section 9 shall survive the expiration of the Term
                           and the termination of the Executive's employment
                           with the Company.

                                       6
   7

                  (f)      If any court determines that the provisions of this
                           Section 9, or any part thereof, is unenforceable
                           because of the duration or geographic scope of such
                           provisions, such court shall have the power to reduce
                           the duration or scope of such provisions, as the case
                           may be, so that, as so reduced, such provisions are
                           then enforceable to the maximum extent permitted by
                           applicable law.

                  (g)      From the date hereof until the end of the Term, the
                           Executive will disclose to the Company all ideas,
                           inventions and business plans developed by him during
                           such period which relate directly or indirectly to
                           the business of the Company including without
                           limitation, any design, logo, slogan or campaign or
                           any process, operation, product or improvement which
                           may be patentable or copyrightable. The Executive
                           agrees that all patents, licenses, copyrights,
                           tradenames, trademarks, service marks, campaigns,
                           designs, logos, slogans and business plans developed
                           or created by the Executive in the course of his
                           employment hereunder, either individually or in
                           collaboration with others, will be deemed works for
                           hire and the sole and absolute property of the
                           Company. The Executive agrees that, at the Company's
                           request, he will take all steps to secure the rights
                           thereto to the Company by patent, copyright or
                           otherwise.

         10.      Change of Control. In the event of a "change in control" in
                  the Company, prior to the vesting date for any stock options
                  provided to the Executive under this Agreement, that adversely
                  impacts Executive's ability to vest in or to exercise such
                  options, the company shall either accelerate the vesting date
                  of the options such that the Executive may exercise them in
                  timely fashion; or pay to Executive the cash value of the
                  options (fair market value of shares less exercise price)
                  immediately prior to the date of the change of control; or
                  make some financial arrangement making executive whole that is
                  mutually agreeable to the Company and the Executive. A "change
                  in control" shall be deemed to occur when, a corporation,
                  partnership, association or entity, directly or indirectly
                  (through a subsidiary or otherwise), (i) acquires or is
                  granted the right to acquire, directly or though merger or
                  similar transaction, a majority of the Company's outstanding
                  voting securities or shares, or (ii) all or substantially all
                  of the Company's assets.

                  In addition, upon a change of control Executive shall have the
                  option, exercisable in writing within 30 days after the
                  effective date of the change in control, to terminate the
                  Employment Agreement and to receive as a severance payment an
                  amount equal to 18 months base salary. Such severance payment
                  shall be payable in equal monthly installments or, at the
                  option of the Company, in a lump sum payment discounted based
                  on the then current prime rate of interest of Citibank N.A. In
                  addition to his base salary the Company will pay Executive the
                  cost of continuing medical insurance for the severance period.

                                       7
   8

         11.      Resolution of Disputes. Any dispute by and among the parties
                  hereto arising out of or relying to this Agreement, the terms,
                  conditions or a breach thereof, or the rights or obligations
                  of the parties with respect thereto, shall be arbitrated in
                  the [Tarrant County, Texas] before and pursuant to then
                  applicable commercial rules and regulations of the American
                  Arbitration Association, or any successor organization. The
                  arbitration proceedings shall be conducted by a panel of three
                  arbitrators, one of whom shall be selected by the Company, one
                  by the Executive (or his legal representative) and the third
                  arbitrator by the first two chosen. The parties shall use
                  their best efforts to assure that the selection of the
                  arbitrators shall be completed within thirty (30) days and the
                  parties shall use their best efforts to complete the
                  arbitration as quickly as possible. In such proceeding, the
                  arbitration panel shall determine who is a substantially
                  prevailing party and shall award to such party its reasonable
                  attorneys', accounts' and other professionals' fees and its
                  costs incurred in connection with the proceeding. The award of
                  the arbitration panel shall be final, binding upon the parties
                  and nonappealable and may be entered in and enforced by any
                  court of competent jurisdiction. Such court may add to the
                  award of the arbitration panel additional reasonable
                  attorneys' fees and costs incurred by the substantially
                  prevailing party in attempting to enforce the award.

         12.      Enforceability. The failure of either party at any time to
                  require performance by the other party of any provision
                  hereunder in no way shall affect the right of that party
                  thereafter to enforce the same, nor shall it affect any other
                  party's right to enforce the same, or to enforce any of the
                  other provisions of this Agreement; nor shall the waiver by
                  either party of the breach of any provision hereof be taken or
                  held to be a waiver of any subsequent breach of such provision
                  or as a waiver of the provision itself.

         13.      Assignment. This Agreement is a personal contract and the
                  Executive's rights and obligations hereunder may not be sold,
                  transferred, assigned, pledged or hypothecated by the
                  Executive.

         14.      Modification. This Agreement cannot be cancelled, changed,
                  modified, or amended orally, and no cancellation, change,
                  modification or amendment shall be effective or binding,
                  unless it is in writing, signed by both parties to this
                  Agreement.

         15.      Severability: Survival. If any provision of this Agreement is
                  held to be void and unenforceable by a court of competent
                  jurisdiction, the remaining provisions of this Agreement
                  nevertheless shall be binding upon the parties with same
                  effect as though the void or unenforceable part has been
                  severed and deleted.

         16.      Notice. Notices given pursuant to the provisions of this
                  Agreement shall be sent by certified mail, postage prepaid, or
                  by overnight courier, or by telex, telecopier or telegraph,
                  charges prepaid, to the following address:

                                       8
   9

                           To the Company

                           Corniche Group Incorporated
                           610 S. Industrial Blvd.,
                           Suite 220
                           Euless, Texas 76040
                           Fax: (817) 283 4365

                           with a copy to:

                           Haynes and Boone, LLP
                           901 Main St., Suite 3100
                           Dallas, Texas 75202

                           To the Executive

                  Mr. Robert F. Benoit, residing at 728 Saxon Trail Southlake
                  Texas 76092.

         17.      Applicable Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Texas.

         18.      No Conflict. The Executive represents and warrants that he is
                  not subject to any agreement, instrument, judgement order or
                  decree of any kind, or any other restrictive agreement of any
                  character, which would prevent him from entering into this
                  Agreement or which would be breached by the Executive upon his
                  performance of his duties pursuant to this Agreement.

         19.      Entire Agreement. This Agreement represents the entire
                  agreement between the Company and the Executive with respect
                  to the subject matter hereof.

IN WITNESS WHEREOF, the parties have set their hands and seals on and as of the
day and year first written above.

                                        CORNICHE GROUP INCORPORATED

                                        /s/ JAMES FYFE
                                        ------------------------
                                        James Fyfe
                                        Chairman Of The Board

                                        EXECUTIVE

                                        /s/ ROBERT F. BENOIT
                                        ------------------------
                                        Robert F. Benoit
                                        Chief Executive Officer

                                       9
   10

                                                                       EXHIBIT A

                           CORNICHE GROUP INCORPORATED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

         AGREEMENT made as of February 15th, 2000, by and between Corniche
Group Incorporated, a Delaware corporation with its principal place of business
at 610 S. Industrial Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and
the undersigned (the "Optionee").

                                   WITNESSETH:

         WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), on the terms and conditions
hereinafter set forth; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:

1.       GRANT OF OPTION.

         The Company hereby grants to the Optionee, the right, privilege and
option (the "Option") to purchase 75,000 shares of the Company's Common Stock
(the "Shares") at the exercise prices $1.097 and 100,000 shares of the Company's
Common Stock (the "Shares") at the exercise prices $1.00 on the vesting terms
("Vesting Terms") set forth in Appendix A. Such number of Shares issuable upon
exercise of the Option shall be subject to adjustment as provided in Section 7
below.

2.       TIME OF EXERCISE OF OPTION.

         Subject to the provisions of Section 4 below, the Option shall vest as
provided in Appendix A, provided, however, that upon a Change in Control of the
Company (as defined in the Employment Agreement between the Company and the
Optionee dated June 26th, 2000), the Option shall be immediately exercisable.
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).

3.       METHOD OF EXERCISE.

         The Option shall be exercised by written notice in the form of Appendix
B hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the

   11

number of Shares being purchased, or (ii) certificate(s), duly endorsed for
transfer to the Company with signature guaranteed, for that number of previously
acquired Shares having an aggregate fair market value as determined in
accordance with the Plan ("Fair Market Value"), on the date of exercise equal to
the full Purchase Price for the number of Shares being purchased, or (iii) a
combination of (i) and (ii).

         The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).

4.       TERM OF OPTIONS; EXERCISABILITY.

         (i) This Option shall expire 5 years from the date hereof of this
Agreement (the "Expiration Date"), subject to earlier termination as herein
provided.

         (ii) Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.

         (iii) If the Optionee's employment by, of, or to, the Company is
terminated by the Company for cause (as such term is defined in his employment
agreement), the Option will to the extent not terminated be deemed to have
terminated on the date immediately preceding the date the Optionee's employment
by, or retention as an agent, director of, or consultant to, the Company is
terminated by the Company and its subsidiaries.

         (iv) If the Optionee's employment by the Company is terminated because
of disability or death, the Option shall terminate on the earlier of (i) one
year after termination, or (ii) the date on which the Option expires by its
terms.

5.       NON-TRANSFERABILITY.

         The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.

6.       REPRESENTATION LETTER AND INVESTMENT LEGEND.

         (a) Notwithstanding the provisions of Sections 3 and 4 hereof, the
Option cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the

                                       2
   12

Option and the delivery of a certificate for the Shares, until one of the
following conditions shall be satisfied:

         (i) The Shares with respect to which the Option has been exercised are
at the time of the issuance of the Shares effectively registered or qualified
under applicable federal and state securities acts now in force or as hereafter
amended; or

         (ii) Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.

         (b) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

         (c) The Company shall be under no obligation to qualify the Shares or
to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.

7.       ADJUSTMENT IN AND CHANGES IN COMMON STOCK.

         Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to

                                       3
   13

which the Option or portion thereof then unexercised shall be exercisable. Such
adjustment in the Option shall be made without change in the total price
applicable to the unexercised portion of such the Option and with a
corresponding adjustment in the Option price per share.

8.       EFFECT ON OTHER RIGHTS.

         This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to continue
to be retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be Terminated entirely.

9.       RIGHTS AS A STOCKHOLDER.

         The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.

10.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.

11.      WITHHOLDING TAXES.

         Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.

                                       4
   14

12.      HEADINGS.

         The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.

13.      BINDING EFFECT.

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.

                                             CORNICHE GROUP INCORPORATED.

                                             By: /s/ JAMES FYFE
                                                -----------------------------
                                             Title: Chairman of the Board

                                             /s/ ROBERT F. BENOIT
                                             --------------------------------
                                             OPTIONEE

                                       5
   15

                                   APPENDIX A

                            TO STOCK OPTION AGREEMENT

OPTIONS GRANTED AND VESTING PERIOD:

Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.

Number of Shares           Option Price              Vesting Date
- ----------------           ------------              ------------
                                               
37,500                     $1.097                    2/01/00
18,750                     $1.097                    6/26/01
18,750                     $1.097                    6/26/02
50,000                     $1.00                     2/01/01
25,000                     $1.00                     2/01/02
25,000                     $1.00                     2/01/03

   16

                                    EXHIBIT B
                            TO STOCK OPTION AGREEMENT

Date:
     -----------------------

Corniche Group Incorporated
610 S. Industrial
Suite 220
Euless, Texas 76040

Ladies and Gentlemen:

         I hereby elect to purchase _______ shares of the Common Stock, par
value $.00001 per share, of Corniche Group Incorporated (the "Company") under
the option granted to me pursuant to the Stock Option Agreement, dated February
15th, 2000.

         Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($________ per share).

         Please deliver certificates representing the shares being purchased to
me at:

         -----------------------------

         -----------------------------

         -----------------------------

         I hereby acknowledge that I have been informed as follows:

         1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.

         2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.

         3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.

   17

         4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.

         In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:

         "The shares of common stock represented by this certificate have not
         been registered under the Securities Act of 1933, as amended (the
         "Act"), and were acquired by the registered holder, pursuant to a
         representation and warranty that such holder was acquiring such shares
         for his or her own account and for investment, with no intention to
         transfer or dispose of the same, in violation of the registration
         requirements of the Act. These shares may not be sold, pledged,
         transferred or otherwise disposed of in the absence of an effective
         registration statement under the Act, or an opinion of counsel, which
         opinion is reasonably satisfactory to counsel to the Company, to the
         effect that registration is not required under the Act."

         I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.

                                        Very truly yours,

                                        ----------------------------
                                        Optionee:

                                       2
   1

                                                                   EXHIBIT 10(b)

                              EMPLOYMENT AGREEMENT

AGREEMENT made as of the 27th day of June, 2000 by and between Corniche Group
Incorporated, a Delaware corporation having offices at 610 S. Industrial Blvd.,
Suite 220, Euless, Texas 76040 (the "Company"), and John L. King (the
"Executive").

WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's employment by the Company.

NOW, THEREFORE, the parties hereto agree as follows:

     1.   Employment. The Company agrees to employ the Executive in the capacity
          herein after set forth, for the term specified in paragraph 2, and the
          Executive agrees to accept such employment, upon the terms and
          conditions hereinafter set forth.

     2.   Term. This Agreement shall be for a term commencing on [June 26th,
          2000] (the "Effective Date") and unless this Agreement is sooner
          terminated under the provisions hereof, expiring three years
          thereafter (the "Term").

     3.   Duties and Responsibilities.

          (a)  During the Term, the Executive shall serve as an officer of the
               Company and shall have the title of Vice President Chief
               Financial Officer. The Term may be extended for such duration and
               upon such terms and conditions as to which the Company and the
               Executive may agree, on or prior to, the expiration of the Term.

          (b)  The Executive shall devote substantial business efforts to the
               Company. Other business activities of the Executive shall be
               limited in time and scope and not conflict with the terms of this
               Agreement. The Executive will (i) devote his best efforts, skill
               and ability to promote the Company's interest; (ii) carry out his
               duties in a competent and professional manner; (iii) work with
               other employees of the Company in a competent and professional
               manner and (iv) generally promote the best interests of the
               Company.

          (c)  The Executive's normal place of business shall be 610 S.
               Industrial Blvd., Suite 220, Euless, Texas 76040.

          (d)  The Executive shall have the powers and duties commensurate with
               his position and the authority to perform these and other such
               duties as may reasonably be assigned from time to time that are
               not inconsistent with such position.

   2

     4.   Compensation.

          (a)  As compensation for services hereunder and in consideration of
               his agreement not to compete as set forth in Section 9 below,
               during the Term, the Company shall pay the Executive in
               accordance with the Company's normal payroll practices base
               salary compensation at an annual rate of $75,000.00 less required
               tax withholding amounts. The annual rate of salary compensation
               may be reviewed and increased at the discretion of the Board.
               Annual bonuses may be awarded at the sole discretion of the
               Board.

          (b)  As additional consideration for the Executive's agreement to
               provide services to the Company hereunder, the Executive will
               receive, non-qualified stock options having a term of five years
               and covering a total of 100,000 of the Company's shares of common
               stock. Said options will be granted under the terms of an Option
               Agreement dated the date hereof and annexed hereto as Exhibit A
               at the exercise prices and on the vesting terms set forth
               therein.

     5.   Expenses: Fringe Benefits.

          (a)  In addition to the compensation provided for under Section 4, the
               Company agrees to pay or to reimburse the Executive during the
               Term for all reasonable, ordinary and necessary vouchered
               business or entertainment expenses incurred in the performance of
               his duties hereunder in a manner established by the Company's
               policy as from time to time in effect.

          (b)  During the Term the Executive shall be entitled to participate in
               a health care plan at the Company's expense and such life
               insurance and 401K plans and other employee benefit plans which
               become available to senior employees of the Company, including
               participation in any stock plans and annual incentive plans
               established by the Company. The executive may add family members
               to the company's health plan at the executive's expense.

          (c)  The Executive shall be entitled to a combined 2 weeks 10 business
               days of paid vacation per calendar year in addition to ten 10
               public holidays provided that no more than ten 10 consecutive
               days of vacation shall be taken at any one time without the prior
               approval of the Chief Executive Officer of the Company.

                                       2
   3

     6.   Discharge by Company.

          (a)  The Company shall be entitled to terminate the Term and to
               discharge the Executive for "cause". The term "cause" shall be
               limited to the following.

               (i)   The Executive's failure or unreasonable refusal to perform
                     his duties and responsibilities under this Agreement.

               (ii)  Dishonesty affecting the Company.

               (iii) Conviction of a felony or of any crime involving fraud or
                     misrepresentations.

               (iv)  The Executive's failure to adequately perform his
                     responsibilities.

               (v)   The commission of a willful or intentional act which could
                     injure the reputation, business or business relationships
                     of the Company.

               (vi)  Any material breach of this Agreement, if such breach is
                     not cured within 30 days after receipt by the Executive of
                     written notice thereof from the Company, and

          (b)  Disability pursuant to Section 7 hereof.

          (c)  If Executive's employment is terminated by the Company without
               cause, in addition to the salary and benefits accrued through the
               date of termination, Executive will receive as severance an
               amount equal to 18 months base salary. Such severance payment
               shall be payable in equal installments or as mutually agreed by
               the Executive and the Company in a lump sum discounted using the
               prime rate then in effect at Citibank, N.A. In addition to his
               base salary the Company will pay Executive the cost of continuing
               medical insurance. Termination without cause shall include action
               by the Company, without Executive's consent, pursuant to which
               his duties or title are materially reduced or assignment of
               duties become materially inconsistent with duties stated herein.

     7.   Disability, Death.

          (a)  If the executive shall be unable to perform his duties hereunder
               by virtue of physical or mental incapacity or disability (from
               any cause or causes whatsoever) in substantially the manner and
               to the extent required hereunder prior to the commencement of
               such disability (all such causes being herein referred to as
               "disability") and the Executive shall fail to have performed
               substantially such duties for periods aggregating ninety (90)
               days, whether or not continuous, in any continuous period of one
               hundred eighty (180) days, the Company shall have the right to
               terminate the Executive's employment hereunder as at the end of
               any calendar month

                                       3
   4

               upon written notice to him. Said notice of intention to terminate
               the Executive must be given by the Company within ninety (90)
               days following the 90th day of disability, in which case the
               Executive shall be entitled to his base salary compensation to
               the end of such calendar month and for a continuing period of
               three (3) months thereafter payable on the regular payroll
               schedule.

          (b)  In the case of the death of the Executive, this Agreement shall
               terminate and the company shall be obligated to pay to the
               Executive's estate or as otherwise directed by the Executive's
               duly appointed and authorized legal representative, his then base
               salary compensation and all accrued benefits through the date of
               death.

     8.   Voluntary Termination. The Executive may terminate his employment for
          any reason at any time upon ninety (90) days prior written notice to
          the Company. If the Executive voluntarily terminates his employment
          prior to the term hereunder, he shall only be entitled to receive
          compensation accrued through the date of termination and shall not be
          entitled to any prorated amounts for vacation pay.

     9.   Confidentiality; Covenant Against Competition; Intellectual Property.

          (a)  The Executive recognizes and acknowledges that all information
               pertaining to the affairs, business, clients or customers of the
               Company or any of its subsidiaries or affiliates or predecessors
               (any or all of such of such entities being hereinafter referred
               to as the "Businesses"), as such information may exist from time
               to time, other than information that the Company has previously
               made publicly available or which has otherwise entered the public
               domain through no fault of the Executive, is confidential
               information and is a unique and valuable asset of the Businesses,
               access to and knowledge of which will be essential to the
               Executive's duties under this Agreement. In consideration of the
               payments made to him hereunder, the Executive shall not, except
               to the extent reasonably necessary in the performance of his
               duties under this Agreement, during the term of his employment
               hereunder and thereafter, divulge to any person, firm,
               association, corporation or governmental agency, any information
               concerning the affairs, business, clients or customers of the
               Business (except such information as is required by law to be
               divulged to a government agency or pursuant to subpoena or
               similar lawful process), or make use of any such information for
               his own purposes or for the benefit of any person, firm,
               association, company, corporation (except the Businesses) or
               entity and shall use his reasonable best efforts to prevent the
               disclosure of any such information by others. All records,
               memoranda, letters, books,

                                       4
   5

               papers, reports, customer lists, accountings or other data and
               records and documents relating to the Businesses, whether made by
               the Executive or otherwise coming into his possession, are
               confidential information and are, shall be, and shall remain the
               property of the Businesses. No copies thereof shall be made which
               are not retained by the Businesses, and the Executive agrees, on
               termination of his employment, that he will not retain or make
               copies of any such documents relating to the Businesses and, on
               demand of the Company, deliver the same to the Company.

          (b)  All information and all of the Executive's interest in trade
               secrets, trademarks, computer programs, customer information,
               customer lists, employee lists, products, procedures, copyrights,
               patents and developments developed by the Executive as a result
               of, or in connection with, his employment hereunder, shall belong
               to the Company; and without further compensation, but at the
               Company's expense, upon the request of the Company, the Executive
               shall execute any and all assignments or other documents and take
               any and all such other action as the Company may reasonably
               request in order to vest in the Company all of the Executive's
               right, title, and interest in and all of the foregoing items,
               free and clear of all liens, charges and encumbrances of the
               Executive of any kind.

          (c)  In consideration of the payments made to him hereunder, during
               the period commencing on the effective date of the termination of
               his employment and ending on the second (2nd) anniversary of such
               effective date of termination, or in the case of termination for
               any reason during the Trail Period (90) days ending on the first
               (1st) anniversary of such effective date of termination
               (collectively, such periods to be referred to as the "Restrictive
               Period"), the Executive shall not, without the express prior
               written approval of the Board, as evidenced by a resolution of
               the Board, directly or indirectly, for himself or on behalf of or
               in conjunction with, any other person, persons, company,
               partnership, corporation or business of whatever nature:

               (i)   own or hold any proprietary interest in, be employed by or
                     receive remuneration from, or engage as an officer,
                     director or in any managerial capacity, whether as an
                     employee, independent contractor, consultant or advisor, or
                     as a sales representative of, any corporation, company,
                     partnership, sole proprietorship or other entity engaged in
                     competition with the Company or any of its subsidiaries or
                     affiliates (a "Competitor") in the "Territory", other than
                     severance-type or retirement-type benefits from entities
                     constituting prior employers of the Executive;

                                       5
   6

               (ii)  solicit for himself or for the account of any Competitor,
                     any customer or client of the Company or its subsidiaries
                     or affiliates, or, in the event of the Executive's
                     termination of his employment, any entity or individual
                     that was such a customer or client during the eighteen (18)
                     month period immediately preceding the Executive's
                     termination of employment;

               (iii) Act on behalf of himself or any Competitor to interfere
                     with the relationship between the Company or its
                     subsidiaries or affiliates and their employees, independent
                     contractors, customers or suppliers;

               (iv)  Hire an employee of the Company or induce any such employee
                     to leave the employment of the Company.

               For the purposes of this Agreement, "Territory" shall mean each
               and every State in the United States or any other country in
               which the Businesses conduct business operations.

               For the purposes of the preceding paragraphs, (i) the term
               proprietary interest means legal or equitable ownership, whether
               through shareholding or otherwise, of an equity interest in a
               business, firm or entity other than ownership of less than two
               (2%) percent of any class of equity interest in a publicly held
               business, firm or entity and (ii) an entity shall be considered
               to be "engaged in competition" if such entity is, or is a holding
               company for, a company or corporation that directly competes with
               any aspect of the business of the Businesses as it is being
               conducted by them at the date of termination of employment, in
               the Territory, with the phrase "directly competes" to be
               interpreted reasonably by the parties so as to protect the
               Company against unfair competition without unnecessarily
               intruding on the Executive's ability to earn a living in his area
               of expertise.

          (d)  The Executive acknowledges the reasonableness of the restrictions
               contained in this Section 9. The Executive acknowledges that the
               Company, and its successors and assigns would be irreparably
               injured in a manner not adequately compensated by money damages
               by a breach or violation of the provisions of this Section 9 by
               the Executive. Therefore, in the event of any such breach or
               violation (or threatened breach or violation), in addition to all
               other rights and remedies which the Company, whether at law or in
               equity, the Company and its successors and assigns shall be
               entitled to obtain injunctive or other equitable relief against
               the Executive without the need to post bond or other security in
               connection therewith and the Executive hereby consents to the
               entry of an order for such injunctive or other equitable relief.

          (e)  The Executive's agreement as set forth in this Section 9 shall
               survive the expiration of the Term and the termination of the
               Executive's employment with the Company.

                                       6
   7

          (f)  If any court determines that the provisions of this Section 9, or
               any part thereof, is unenforceable because of the duration or
               geographic scope of such provisions, such court shall have the
               power to reduce the duration or scope of such provisions, as the
               case may be, so that, as so reduced, such provisions are then
               enforceable to the maximum extent permitted by applicable law.

          (g)  From the date hereof until the end of the Term, the Executive
               will disclose to the Company all ideas, inventions and business
               plans developed by him during such period which relate directly
               or indirectly to the business of the Company including without
               limitation, any design, logo, slogan or campaign or any process,
               operation, product or improvement which may be patentable or
               copyrightable. The Executive agrees that all patents, licenses,
               copyrights, tradenames, trademarks, service marks, campaigns,
               designs, logos, slogans and business plans developed or created
               by the Executive in the course of his employment hereunder,
               either individually or in collaboration with others, will be
               deemed works for hire and the sole and absolute property of the
               Company. The Executive agrees that, at the Company's request, he
               will take all steps to secure the rights thereto to the Company
               by patent, copyright or otherwise.

     10.  Change of Control. In the event of a "change in control" in the
          Company, prior to the vesting date for any stock options provided to
          the Executive under this Agreement, that adversely impacts Executive's
          ability to vest in or to exercise such options, the company shall
          either accelerate the vesting date of the options such that the
          Executive may exercise them in timely fashion; or pay to Executive the
          cash value of the options (fair market value of shares less exercise
          price) immediately prior to the date of the change of control; or make
          some financial arrangement making executive whole that is mutually
          agreeable to the Company and the Executive. A "change in control"
          shall be deemed to occur when, a corporation, partnership, association
          or entity, directly or indirectly (through a subsidiary or otherwise),
          (i) acquires or is granted the right to acquire, directly or though
          merger or similar transaction, a majority of the Company's outstanding
          voting securities or shares, or (ii) all or substantially all of the
          Company's assets.

          In addition, upon a change of control Executive shall have the option,
          exercisable in writing within 30 days after the effective date of the
          change in control, to terminate the Employment Agreement and to
          receive as a severance payment an amount equal to 18 months base
          salary. Such severance payment shall be payable in equal monthly
          installments or, at the option of the Company, in a lump sum payment
          discounted based on the then current prime rate of interest of
          Citibank N.A. In addition to his base salary the Company will pay
          Executive the cost of continuing medical insurance for the severance
          period.

                                       7
   8

     11.  Resolution of Disputes. Any dispute by and among the parties hereto
          arising out of or relying to this Agreement, the terms, conditions or
          a breach thereof, or the rights or obligations of the parties with
          respect thereto, shall be arbitrated in the [Tarrant County, Texas]
          before and pursuant to then applicable commercial rules and
          regulations of the American Arbitration Association, or any successor
          organization. The arbitration proceedings shall be conducted by a
          panel of three arbitrators, one of whom shall be selected by the
          Company, one by the Executive (or his legal representative) and the
          third arbitrator by the first two chosen. The parties shall use their
          best efforts to assure that the selection of the arbitrators shall be
          completed within thirty (30) days and the parties shall use their best
          efforts to complete the arbitration as quickly as possible. In such
          proceeding, the arbitration panel shall determine who is a
          substantially prevailing party and shall award to such party its
          reasonable attorneys', accounts' and other professionals' fees and its
          costs incurred in connection with the proceeding. The award of the
          arbitration panel shall be final, binding upon the parties and
          nonappealable and may be entered in and enforced by any court of
          competent jurisdiction. Such court may add to the award of the
          arbitration panel additional reasonable attorneys' fees and costs
          incurred by the substantially prevailing party in attempting to
          enforce the award.

     12.  Enforceability. The failure of either party at any time to require
          performance by the other party of any provision hereunder in no way
          shall affect the right of that party thereafter to enforce the same,
          nor shall it affect any other party's right to enforce the same, or to
          enforce any of the other provisions of this Agreement; nor shall the
          waiver by either party of the breach of any provision hereof be taken
          or held to be a waiver of any subsequent breach of such provision or
          as a waiver of the provision itself.

     13.  Assignment. This Agreement is a personal contract and the Executive's
          rights and obligations hereunder may not be sold, transferred,
          assigned, pledged or hypothecated by the Executive.

     14.  Modification. This Agreement cannot be cancelled, changed, modified,
          or amended orally, and no cancellation, change, modification or
          amendment shall be effective or binding, unless it is in writing,
          signed by both parties to this Agreement.

     15.  Severability: Survival. If any provision of this Agreement is held to
          be void and unenforceable by a court of competent jurisdiction, the
          remaining provisions of this Agreement nevertheless shall be binding
          upon the parties with same effect as though the void or unenforceable
          part has been severed and deleted.

     16.  Notice. Notices given pursuant to the provisions of this Agreement
          shall be sent by certified mail, postage prepaid, or by overnight
          courier, or by telex, telecopier or telegraph, charges prepaid, to the
          following address:

                                       8
   9

               To the Company

               Corniche Group Incorporated
               610 S. Industrial Blvd.
               Suite 220
               Euless, Texas 76040
               Fax: (817) 283 4365

               with a copy to:
               Haynes and Boone, LLP
               901 Main St., Suite 3100
               Dallas, Texas 75202

               To the Executive

          Mr. John L. King, residing at 2717 Lookout Dr. 3208 Garland, Texas
          75044.

     17.  Applicable Law. This Agreement shall be governed by and construed in
          accordance with the laws of the State of Texas.

     18.  No Conflict. The Executive represents and warrants that he is not
          subject to any agreement, instrument, judgement order or decree of any
          kind, or any other restrictive agreement of any character, which would
          prevent him from entering into this Agreement or which would be
          breached by the Executive upon his performance of his duties pursuant
          to this Agreement.

     19.  Entire Agreement. This Agreement represents the entire agreement
          between the Company and the Executive with respect to the subject
          matter hereof.

IN WITNESS WHEREOF, the parties have set their hands and seals on and as of the
day and year first written above.

                                           CORNICHE GROUP INCORPORATED

                                           /s/ ROBERT F. BENOIT
                                           -----------------------
                                           Robert F. Benoit
                                           Chief Executive Officer

                                           EXECUTIVE

                                           /s/ JOHN L. KING
                                           -----------------------
                                           John L. King
                                           Vice President CFO

                                       9
   10

                                                                       EXHIBIT A

                           CORNICHE GROUP INCORPORATED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

     AGREEMENT made as of June 27th, 2000, by and between Corniche Group
Incorporated, a Delaware corporation with its principal place of business at 610
S. Industrial Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and the
undersigned (the "Optionee").

                                   WITNESSETH:

     WHEREAS, the Company considers it desirable and in its best interests that
the Optionee be encouraged to acquire an ownership interest in the Company, and
thereby have an added incentive to advance the interests of the Company, by the
grant of an option to purchase shares of the Company's common stock, par value
$.001 per share (the "Common Stock"), on the terms and conditions hereinafter
set forth; and

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:

1.   GRANT OF OPTION.

     The Company hereby grants to the Optionee, the right, privilege and option
(the "Option") to purchase 100,000 shares of the Company's Common Stock (the
"Shares") at the exercise prices $1.88 and on the vesting terms ("Vesting
Terms") set forth in Appendix A. Such number of Shares issuable upon exercise of
the Option shall be subject to adjustment as provided in Section 7 below.

2.   TIME OF EXERCISE OF OPTION.

     Subject to the provisions of Section 4 below, the Option shall vest as
provided in Appendix A, provided, however, that upon a Change in Control of the
Company (as defined in the Employment Agreement between the Company and the
Optionee dated June 26th, 2000), the Option shall be immediately exercisable.
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).

3.   METHOD OF EXERCISE.

     The Option shall be exercised by written notice in the form of Appendix B
hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the

   11

Company with signature guaranteed, for that number of previously acquired Shares
having an aggregate fair market value as determined in accordance with the Plan
("Fair Market Value"), on the date of exercise equal to the full Purchase Price
for the number of Shares being purchased, or (iii) a combination of (i) and
(ii).

     The Option shall not be exercisable at any time in an amount less than 100
Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).

4.   TERM OF OPTIONS; EXERCISABILITY.

     (i) This Option shall expire 5 years from the date hereof of this Agreement
(the "Expiration Date"), subject to earlier termination as herein provided.

     (ii) Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.

     (iii) If the Optionee's employment by, of, or to, the Company is terminated
by the Company for cause (as such term is defined in his employment agreement),
the Option will to the extent not terminated be deemed to have terminated on the
date immediately preceding the date the Optionee's employment by, or retention
as an agent, director of, or consultant to, the Company is terminated by the
Company and its subsidiaries.

     (iv) If the Optionee's employment by the Company is terminated because of
disability or death, the Option shall terminate on the earlier of (i) one year
after termination, or (ii) the date on which the Option expires by its terms.

5.   NON-TRANSFERABILITY.

     The right of the Optionee to exercise the Option shall not be assignable or
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and the Option may be exercised during the lifetime of the
Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.

6.   REPRESENTATION LETTER AND INVESTMENT LEGEND.

     (a) Notwithstanding the provisions of Sections 3 and 4 hereof, the Option
cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the Option and the delivery of a certificate for the
Shares, until one of the following conditions shall be satisfied:

                                       2
   12

     (i) The Shares with respect to which the Option has been exercised are at
the time of the issuance of the Shares effectively registered or qualified under
applicable federal and state securities acts now in force or as hereafter
amended; or

     (ii) Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.

     (b) In the event that for any reason the Shares to be issued upon exercise
of the Option shall not be effectively registered under the Securities Act of
1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

     (c) The Company shall be under no obligation to qualify the Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of the Shares or
to cause the issuance of the Shares to be exempt from registration and
qualification under applicable federal and state securities acts now in force or
as hereinafter amended, except as otherwise agreed to by the Company in writing
in its sole discretion and, accordingly, the Company may delay the issuance of
the Shares covered by the exercise of the Option and the delivery of a
certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.

7.   ADJUSTMENT IN AND CHANGES IN COMMON STOCK.

     Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in

                                       3
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the Option shall be made without change in the total price applicable to the
unexercised portion of such the Option and with a corresponding adjustment in
the Option price per share.

8.   EFFECT ON OTHER RIGHTS.

     This Agreement shall in no way affect the Optionee's participation in or
benefits under any other plan or benefit program maintained or provided by the
Company. Nothing in this Agreement shall be construed to give the Optionee any
right to any additional options other than in the sole discretion of the Board
of Directors of the Company or to confer on the Optionee any right to continue
in the employ of the Company or any subsidiary thereof or to continue to be
retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be terminated entirely.

9.   RIGHTS AS A STOCKHOLDER.

     The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.

10.  GOVERNING LAW.

     THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.

11.  WITHHOLDING TAXES.

     Whenever Shares are to be issued upon exercise of the Option, the Company
shall have the right to require the Optionee to remit to the Company an amount
sufficient to satisfy all federal, state and local withholding tax requirements,
if any, prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.

                                       4
   14

12.  HEADINGS.

     The headings contained in this Agreement are for convenience of reference
only and in no way define, limit or describe the scope or intent of this
Agreement or in any way affect this Agreement.

13.  BINDING EFFECT.

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed,
and the Optionee has hereunto set his or her hand and seal, all as of the day
and year first above written.

                                             CORNICHE GROUP INCORPORATED.

                                             By:  /s/ ROBERT F. BENOIT
                                                 -------------------------------
                                             Title: Chief Executive Officer

                                             /s/ /s/ JOHN L. KING
                                             -----------------------------------
                                             OPTIONEE

                                       5
   15

                                   APPENDIX A

                            TO STOCK OPTION AGREEMENT

OPTIONS GRANTED AND VESTING PERIOD:

Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.

Number of Shares           Option Price                       Vesting Date
- ----------------           ------------                       ------------
                                                        
50,000                     $1.88                              6/26/01
25,000                     $1.88                              6/26/02
25,000                     $1.88                              6/26/03

   16

                                    EXHIBIT B
                            TO STOCK OPTION AGREEMENT

Date:______________________

Corniche Group Incorporated
610 S. Industrial
Suite 220
Euless, Texas 76040

Ladies and Gentlemen:

     I hereby elect to purchase _______ shares of the Common Stock, par value
$.00001 per share, of Corniche Group Incorporated (the "Company") under the
option granted to me pursuant to the Stock Option Agreement, dated June 27th,
2000.

     Enclosed is [cash] [a check] in the amount of $______.___ [______ shares of
the Company's Common Stock] in full payment of the shares being purchased
($________ per share).

     Please deliver certificates representing the shares being purchased to me
at:

     -----------------------------

     -----------------------------

     -----------------------------

     I hereby acknowledge that I have been informed as follows:

     1. The shares of common stock of the Company to be issued to me pursuant to
the exercise of said option have not been registered under the Securities Act of
1933, as amended (the "1933 Act"), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the 1933 Act, or an
exemption from such registration is available.

     2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.

     3. The Company is under no obligation to me to register the shares or to
comply with any such exemptions under the 1933 Act.

   17

     4. The availability of Rule 144, if applicable, is dependent upon adequate
current public information with respect to the Company being available and, at
the time that I may desire to make a sale pursuant to the Rule, the Company may
neither wish nor be able to comply with such requirement.

     In consideration of the issuance of certificates for the shares to me, I
hereby represent and warrant that I am acquiring such shares for my own account
for investment, and that I will not sell, pledge, transfer or otherwise dispose
of such shares in the absence of an effective registration statement covering
the same, except as permitted by the provisions of Rule 144, if applicable, or
some other applicable exemption under the 1933 Act. In view of this
representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:

     "The shares of common stock represented by this certificate have not been
     registered under the Securities Act of 1933, as amended (the "Act"), and
     were acquired by the registered holder, pursuant to a representation and
     warranty that such holder was acquiring such shares for his or her own
     account and for investment, with no intention to transfer or dispose of the
     same, in violation of the registration requirements of the Act. These
     shares may not be sold, pledged, transferred or otherwise disposed of in
     the absence of an effective registration statement under the Act, or an
     opinion of counsel, which opinion is reasonably satisfactory to counsel to
     the Company, to the effect that registration is not required under the
     Act."

     I further agree that the Company may place a stop order with its Transfer
Agent, prohibiting the transfer of such shares, so long as the legend remains on
the certificates representing the shares.

                                        Very truly yours,

                                        ----------------------------------------
                                        Optionee:

                                       2

   1
                                                                   EXHIBIT 10(c)

                              EMPLOYMENT AGREEMENT

AGREEMENT made as of the 26th day of June, 2000 by and between Corniche Group
Incorporated, a Delaware corporation having offices at 610 S. Industrial Blvd,
Suite 220, Euless, Texas 76040 (the "Company"), and David H. Boltz (the
"Executive").

WHEREAS, the Company and the Executive wish to set forth the terms and
conditions of the Executive's employment by the Company.

NOW, THEREFORE, the parties hereto agree as follows:

     1.   Employment. The Company agrees to employ the Executive in the capacity
          herein after set forth, for the term specified in paragraph 2, and the
          Executive agrees to accept such employment, upon the terms and
          conditions hereinafter set forth.

     2.   Term. This Agreement shall be for a term commencing on [June 26th,
          2000] (the "Effective Date") and unless this Agreement is sooner
          terminated under the provisions hereof, expiring three years
          thereafter (the "Term").

     3.   Duties and Responsibilities.

          (a)  During the Term, the Executive shall serve as an officer of the
               Company and shall have the title of Vice President Chief
               Information Officer. The Term may be extended for such duration
               and upon such terms and conditions as to which the Company and
               the Executive may agree, on or prior to, the expiration of the
               Term.

          (b)  The Executive shall devote substantial business efforts to the
               Company. Other business activities of the Executive shall be
               limited in time and scope and not conflict with the terms of this
               Agreement. The Executive will (i) devote his best efforts, skill
               and ability to promote the Company's interest; (ii) carry out his
               duties in a competent and professional manner; (iii) work with
               other employees of the Company in a competent and professional
               manner and (iv) generally promote the best interests of the
               Company.

          (c)  The Executive's normal place of business shall be 610 S.
               Industrial Blvd., Suite 220, Euless, Texas 76040.

          (d)  The Executive shall have the powers and duties commensurate with
               his position and the authority to perform these and other such
               duties as may reasonably be assigned from time to time that are
               not inconsistent with such position.

   2

     4.   Compensation.

          (a)  As compensation for services hereunder and in consideration of
               his agreement not to compete as set forth in Section 9 below,
               during the Term, the Company shall pay the Executive in
               accordance with the Company's normal payroll practices base
               salary compensation at an annual rate of $75,000.00 less required
               tax withholding amounts. The annual rate of salary compensation
               may be reviewed and increased at the discretion of the Board.
               Annual bonuses may be awarded at the sole discretion of the
               Board.

          (b)  As additional consideration for the Executive's agreement to
               provide services to the Company hereunder, the Executive will
               receive, non-qualified stock options having a term of five years
               and covering a total of 100,000 of the Company's shares of common
               stock. Said options will be granted under the terms of an Option
               Agreement dated the date hereof and annexed hereto as Exhibit A
               at the exercise prices and on the vesting terms set forth
               therein.

     5.   Expenses: Fringe Benefits.

          (a)  In addition to the compensation provided for under Section 4, the
               Company agrees to pay or to reimburse the Executive during the
               Term for all reasonable, ordinary and necessary vouchered
               business or entertainment expenses incurred in the performance of
               his duties hereunder in a manner established by the Company's
               policy as from time to time in effect.

          (b)  During the Term the Executive shall be entitled to participate in
               a health care plan at the Company's expense and such life
               insurance and 401K plans and other employee benefit plans which
               become available to senior employees of the Company, including
               participation in any stock plans and annual incentive plans
               established by the Company. The executive may add family members
               to the company's health plan at the executive's expense.

          (c)  The Executive shall be entitled to a combined 2 weeks 10 business
               days of paid vacation per calendar year in addition to ten 10
               public holidays provided that no more than ten 10 consecutive
               days of vacation shall be taken at any one time without the prior
               approval of the Chief Executive Officer of the Company.

                                       2

   3
6.   Discharge by Company.

          (a)  The Company shall be entitled to terminate the Term and to
               discharge the Executive for "cause". The term "cause" shall be
               limited to the following.

                (i)     The Executive's failure or unreasonable refusal to
                        perform his duties and responsibilities under this
                        Agreement.

                (ii)    Dishonesty affecting the Company.

                (iii)   Conviction of a felony or of any crime involving fraud
                        or misrepresentations.

                (iv)    The Executive's failure to adequately perform his
                        responsibilities.

                (v)     The commission of a willful or intentional act which
                        could injure the reputation, business or business
                        relationships of the Company.

                (vi)    Any material breach of this Agreement, if such breach is
                        not cured within 30 days after receipt by the Executive
                        of written notice thereof from the Company, and

          (b)  Disability pursuant to Section 7 hereof.

          (c)  If Executive's employment is terminated by the Company without
               cause, in addition to the salary and benefits accrued through the
               date of termination, Executive will receive as severance an
               amount equal to 18 months base salary. Such severance payment
               shall be payable in equal installments or as mutually agreed by
               the Executive and the Company in a lump sum discounted using the
               prime rate then in effect at Citibank, N.A. In addition to his
               base salary the Company will pay Executive the cost of continuing
               medical insurance. Termination without cause shall include action
               by the Company, without Executive's consent, pursuant to which
               his duties or title are materially reduced or assignment of
               duties become materially inconsistent with duties stated herein.

     7.   Disability, Death.

          (a)  If the executive shall be unable to perform his duties hereunder
               by virtue of physical or mental incapacity or disability (from
               any cause or causes whatsoever) in substantially the manner and
               to the extent required hereunder prior to the commencement of
               such disability (all such causes being herein referred to as
               "disability") and the Executive shall fail to have performed
               substantially such duties for periods aggregating ninety (90)
               days, whether or not continuous, in any continuous period of one
               hundred eighty (180) days, the Company shall have the right to
               terminate the Executive's employment hereunder as at the end of
               any calendar month

                                       3

   4

               upon written notice to him. Said notice of intention to terminate
               the Executive must be given by the Company within ninety (90)
               days following the 90th day of disability, in which case the
               Executive shall be entitled to his base salary compensation to
               the end of such calendar month and for a continuing period of
               three (3) months thereafter payable on the regular payroll
               schedule.

          (b)  In the case of the death of the Executive, this Agreement shall
               terminate and the company shall be obligated to pay to the
               Executive's estate or as otherwise directed by the Executive's
               duly appointed and authorized legal representative, his then base
               salary compensation and all accrued benefits through the date of
               death.

     8.   Voluntary Termination. The Executive may terminate his employment for
          any reason at any time upon ninety (90) days prior written notice to
          the Company. If the Executive voluntarily terminates his employment
          prior to the term hereunder, he shall only be entitled to receive
          compensation accrued through the date of termination and shall not be
          entitled to any prorated amounts for vacation pay.

     9.   Confidentiality; Covenant Against Competition; Intellectual Property.

          (a)  The Executive recognizes and acknowledges that all information
               pertaining to the affairs, business, clients or customers of the
               Company or any of its subsidiaries or affiliates or predecessors
               (any or all of such of such entities being hereinafter referred
               to as the "Businesses"), as such information may exist from time
               to time, other than information that the Company has previously
               made publicly available or which has otherwise entered the public
               domain through no fault of the Executive, is confidential
               information and is a unique and valuable asset of the Businesses,
               access to and knowledge of which will be essential to the
               Executive's duties under this Agreement. In consideration of the
               payments made to him hereunder, the Executive shall not, except
               to the extent reasonably necessary in the performance of his
               duties under this Agreement, during the term of his employment
               hereunder and thereafter, divulge to any person, firm,
               association, corporation or governmental agency, any information
               concerning the affairs, business, clients or customers of the
               Business (except such information as is required by law to be
               divulged to a government agency or pursuant to subpoena or
               similar lawful process), or make use of any such information for
               his own purposes or for the benefit of any person, firm,
               association, company, corporation (except the Businesses) or
               entity and shall use his reasonable best efforts to prevent the
               disclosure of any such information by others. All records,
               memoranda, letters, books,

                                       4

   5

               papers, reports, customer lists, accountings or other data and
               records and documents relating to the Businesses, whether made by
               the Executive or otherwise coming into his possession, are
               confidential information and are, shall be, and shall remain the
               property of the Businesses. No copies thereof shall be made which
               are not retained by the Businesses, and the Executive agrees, on
               termination of his employment, that he will not retain or make
               copies of any such documents relating to the Businesses and, on
               demand of the Company, deliver the same to the Company.

          (b)  All information and all of the Executive's interest in trade
               secrets, trademarks, computer programs, customer information,
               customer lists, employee lists, products, procedures, copyrights,
               patents and developments developed by the Executive as a result
               of, or in connection with, his employment hereunder, shall belong
               to the Company; and without further compensation, but at the
               Company's expense, upon the request of the Company, the Executive
               shall execute any and all assignments or other documents and take
               any and all such other action as the Company may reasonably
               request in order to vest in the Company all of the Executive's
               right, title, and interest in and all of the foregoing items,
               free and clear of all liens, charges and encumbrances of the
               Executive of any kind.

          (c)  In consideration of the payments made to him hereunder, during
               the period commencing on the effective date of the termination of
               his employment and ending on the second (2nd) anniversary of such
               effective date of termination, or in the case of termination for
               any reason during the Trail Period (90) days ending on the first
               (1st) anniversary of such effective date of termination
               (collectively, such periods to be referred to as the "Restrictive
               Period"), the Executive shall not, without the express prior
               written approval of the Board, as evidenced by a resolution of
               the Board, directly or indirectly, for himself or on behalf of or
               in conjunction with, any other person, persons, company,
               partnership, corporation or business of whatever nature:

               (i)  own or hold any proprietary interest in, be employed by or
                    receive remuneration from, or engage as an officer, director
                    or in any managerial capacity, whether as an employee,
                    independent contractor, consultant or advisor, or as a sales
                    representative of, any corporation, company, partnership,
                    sole proprietorship or other entity engaged in competition
                    with the Company or any of its subsidiaries or affiliates (a
                    "Competitor") in the "Territory", other than severance-type
                    or retirement-type benefits from entities constituting prior
                    employers of the Executive;

                                       5

   6

                    (ii)  solicit for himself or for the account of any
                          Competitor, any customer or client of the Company or
                          its subsidiaries or affiliates, or, in the event of
                          the Executive's termination of his employment, any
                          entity or individual that was such a customer or
                          client during the eighteen (18) month period
                          immediately preceding the Executive's termination of
                          employment;

                    (iii) Act on behalf of himself or any Competitor to
                          interfere with the relationship between the Company or
                          its subsidiaries or affiliates and their employees,
                          independent contractors, customers or suppliers;

                    (iv)  Hire an employee of the Company or induce any such
                          employee to leave the employment of the Company.

                    For the purposes of this Agreement, "Territory" shall mean
                    each and every State in the United States or any other
                    country in which the Businesses conduct business operations.

                    For the purposes of the preceding paragraphs, (i) the term
                    proprietary interest means legal or equitable ownership,
                    whether through shareholding or otherwise, of an equity
                    interest in a business, firm or entity other than ownership
                    of less than two (2%) percent of any class of equity
                    interest in a publicly held business, firm or entity and
                    (ii) an entity shall be considered to be "engaged in
                    competition" if such entity is, or is a holding company for,
                    a company or corporation that directly competes with any
                    aspect of the business of the Businesses as it is being
                    conducted by them at the date of termination of employment,
                    in the Territory, with the phrase " directly competes" to be
                    interpreted reasonably by the parties so as to protect the
                    Company against unfair competition without unnecessarily
                    intruding on the Executive's ability to earn a living in his
                    area of expertise.

               (d)  The Executive acknowledges the reasonableness of the
                    restrictions contained in this Section 9. The Executive
                    acknowledges that the Company, and its successors and
                    assigns would be irreparably injured in a manner not
                    adequately compensated by money damages by a breach or
                    violation of the provisions of this Section 9 by the
                    Executive. Therefore, in the event of any such breach or
                    violation (or threatened breach or violation), in addition
                    to all other rights and remedies which the Company, whether
                    at law or in equity, the Company and its successors and
                    assigns shall be entitled to obtain injunctive or other
                    equitable relief against the Executive without the need to
                    post bond or other security in connection therewith and the
                    Executive hereby consents to the entry of an order for such
                    injunctive or other equitable relief.

               (e)  The Executive's agreement as set forth in this Section 9
                    shall survive the expiration of the Term and the termination
                    of the Executive's employment with the Company.

                                       6

   7

               (f)  If any court determines that the provisions of this Section
                    9, or any part thereof, is unenforceable because of the
                    duration or geographic scope of such provisions, such court
                    shall have the power to reduce the duration or scope of such
                    provisions, as the case may be, so that, as so reduced, such
                    provisions are then enforceable to the maximum extent
                    permitted by applicable law.

               (g)  From the date hereof until the end of the Term, the
                    Executive will disclose to the Company all ideas, inventions
                    and business plans developed by him during such period which
                    relate directly or indirectly to the business of the Company
                    including without limitation, any design, logo, slogan or
                    campaign or any process, operation, product or improvement
                    which may be patentable or copyrightable. The Executive
                    agrees that all patents, licenses, copyrights, tradenames,
                    trademarks, service marks, campaigns, designs, logos,
                    slogans and business plans developed or created by the
                    Executive in the course of his employment hereunder, either
                    individually or in collaboration with others, will be deemed
                    works for hire and the sole and absolute property of the
                    Company. The Executive agrees that, at the Company's
                    request, he will take all steps to secure the rights thereto
                    to the Company by patent, copyright or otherwise.

          10.  Change of Control. In the event of a "change in control" in the
               Company, prior to the vesting date for any stock options provided
               to the Executive under this Agreement, that adversely impacts
               Executive's ability to vest in or to exercise such options, the
               company shall either accelerate the vesting date of the options
               such that the Executive may exercise them in timely fashion; or
               pay to Executive the cash value of the options (fair market value
               of shares less exercise price) immediately prior to the date of
               the change of control; or make some financial arrangement making
               executive whole that is mutually agreeable to the Company and the
               Executive. A "change in control" shall be deemed to occur when, a
               corporation, partnership, association or entity, directly or
               indirectly (through a subsidiary or otherwise), (i) acquires or
               is granted the right to acquire, directly or though merger or
               similar transaction, a majority of the Company's outstanding
               voting securities or shares, or (ii) all or substantially all of
               the Company's assets.

               In addition, upon a change of control Executive shall have the
               option, exercisable in writing within 30 days after the effective
               date of the change in control, to terminate the Employment
               Agreement and to receive as a severance payment an amount equal
               to 18 months base salary. Such severance payment shall be payable
               in equal monthly installments or, at the option of the Company,
               in a lump sum payment discounted based on the then current prime
               rate of interest of Citibank N.A. In addition to his base salary
               the Company will pay Executive the cost of continuing medical
               insurance for the severance period.

                                       7
   8

          11.  Resolution of Disputes. Any dispute by and among the parties
               hereto arising out of or relying to this Agreement, the terms,
               conditions or a breach thereof, or the rights or obligations of
               the parties with respect thereto, shall be arbitrated in the
               [Tarrant County, Texas] before and pursuant to then applicable
               commercial rules and regulations of the American Arbitration
               Association, or any successor organization. The arbitration
               proceedings shall be conducted by a panel of three arbitrators,
               one of whom shall be selected by the Company, one by the
               Executive (or his legal representative) and the third arbitrator
               by the first two chosen. The parties shall use their best efforts
               to assure that the selection of the arbitrators shall be
               completed within thirty (30) days and the parties shall use their
               best efforts to complete the arbitration as quickly as possible.
               In such proceeding, the arbitration panel shall determine who is
               a substantially prevailing party and shall award to such party
               its reasonable attorneys', accounts' and other professionals'
               fees and its costs incurred in connection with the proceeding.
               The award of the arbitration panel shall be final, binding upon
               the parties and nonappealable and may be entered in and enforced
               by any court of competent jurisdiction. Such court may add to the
               award of the arbitration panel additional reasonable attorneys'
               fees and costs incurred by the substantially prevailing party in
               attempting to enforce the award.

          12.  Enforceability. The failure of either party at any time to
               require performance by the other party of any provision hereunder
               in no way shall affect the right of that party thereafter to
               enforce the same, nor shall it affect any other party's right to
               enforce the same, or to enforce any of the other provisions of
               this Agreement; nor shall the waiver by either party of the
               breach of any provision hereof be taken or held to be a waiver of
               any subsequent breach of such provision or as a waiver of the
               provision itself.

          13.  Assignment. This Agreement is a personal contract and the
               Executive's rights and obligations hereunder may not be sold,
               transferred, assigned, pledged or hypothecated by the Executive.

          14.  Modification. This Agreement cannot be cancelled. changed,
               modified, or amended orally, and no cancellation, change,
               modification or amendment shall be effective or binding, unless
               it is in writing, signed by both parties to this Agreement.

          15.  Severability: Survival. If any provision of this Agreement is
               held to be void and unenforceable by a court of competent
               jurisdiction, the remaining provisions of this Agreement
               nevertheless shall be binding upon the parties with same effect
               as though the void or unenforceable part has been severed and
               deleted.

          16.  Notice. Notices given pursuant to the provisions of this
               Agreement shall be sent by certified mail, postage prepaid, or by
               overnight courier, or by telex, telecopier or telegraph, charges
               prepaid, to the following address:

                                       8

   9

                           To the Company

                           Corniche Group Incorporated
                           610 S. Industrial Blvd.,
                           Suite 220
                           Euless, Texas 76040
                           Fax:  (817) 283 4365

                           with a copy to:

                           Haynes and Boone, LLP
                           901 Main St., Suite 3100
                           Dallas, Texas 75202

                           To the Executive

               Mr. David H. Boltz, residing at 3819 Temple Hall Hwy. Granbury
               Texas 76049.

          17.  Applicable Law. This Agreement shall be governed by and construed
               in accordance with the laws of the State of Texas.

          18.  No Conflict. The Executive represents and warrants that he is not
               subject to any agreement, instrument, judgement order or decree
               of any kind, or any other restrictive agreement of any character,
               which would prevent him from entering into this Agreement or
               which would be breached by the Executive upon his performance of
               his duties pursuant to this Agreement.

          19.  Entire Agreement. This Agreement represents the entire agreement
               between the Company and the Executive with respect to the subject
               matter hereof.

IN WITNESS WHEREOF, the parties have set their hands and seals on and as of the
day and year first written above.

                                                     CORNICHE GROUP INCORPORATED

                                                     /s/ ROBERT F. BENOIT
                                                     ----------------------
                                                     Robert F. Benoit
                                                     Chief Executive Officer

                                                     EXECUTIVE

                                                     /s/ DAVID H. BOLTZ
                                                     ----------------------
                                                     David H. Boltz
                                                     Vice President CIO

                                       9

   10

                                                                       EXHIBIT A

                           CORNICHE GROUP INCORPORATED

                      NON-QUALIFIED STOCK OPTION AGREEMENT

         AGREEMENT made as of June 26th, 2000, by and between Corniche Group
Incorporated, a Delaware corporation with its principal place of business at 610
S. Industrial Blvd., Suite 220, Euless, Texas 76040 (the "Company"), and the
undersigned (the "Optionee").

                                   WITNESSETH:

         WHEREAS, the Company considers it desirable and in its best interests
that the Optionee be encouraged to acquire an ownership interest in the Company,
and thereby have an added incentive to advance the interests of the Company, by
the grant of an option to purchase shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), on the terms and conditions
hereinafter set forth; and

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:

1.       GRANT OF OPTION.

         The Company hereby grants to the Optionee, the right, privilege and
option (the "Option") to purchase 100,000 shares of the Company's Common Stock
(the "Shares") at the exercise prices $1.94 and on the vesting terms ("Vesting
Terms") set forth in Appendix A. Such number of Shares issuable upon exercise of
the Option shall be subject to adjustment as provided in Section 7 below.

2.       TIME OF EXERCISE OF OPTION.

         Subject to the provisions of Section 4 below, the Option shall vest as
provided in Appendix A, provided, however, that upon a Change in Control of the
Company (as defined in the Employment Agreement between the Company and the
Optionee dated June 26th, 2000), the Option shall be immediately exercisable.
To the extent the Option is not exercised by the Optionee when it becomes
exercisable, it shall continue in full force and effect until the Expiration
Date (as hereinafter defined).

3.       METHOD OF EXERCISE.

         The Option shall be exercised by written notice in the form of Appendix
B hereto directed to the Company at the Company's address set forth above, duly
executed by the Optionee, specifying the number of shares being purchased and
accompanied by either (i) cash or check payable to the order of the Company in
full payment of the Purchase Price for the number of Shares being purchased, or
(ii) certificate(s), duly endorsed for transfer to the

   11

Company with signature guaranteed, for that number of previously acquired Shares
having an aggregate fair market value as determined in accordance with the Plan
("Fair Market Value"), on the date of exercise equal to the full Purchase Price
for the number of Shares being purchased, or (iii) a combination of (i) and
(ii).

         The Option shall not be exercisable at any time in an amount less than
100 Shares (or the remaining fraction of a Share then covered by and purchasable
under the Option if less than 100 Shares).

4.       TERM OF OPTIONS; EXERCISABILITY.

         (i) This Option shall expire 5 years from the date hereof of this
Agreement (the "Expiration Date"), subject to earlier termination as herein
provided.

         (ii) Except as otherwise provided in this Section 4, if the Optionee's
employment by the Company is terminated for any reason, the Option shall
terminate on the earlier of (i) three months after the date the Optionee's
employment is terminated, or (ii) the date on which the Option expires by its
terms.

         (iii) If the Optionee's employment by, of, or to, the Company is
terminated by the Company for cause (as such term is defined in his employment
agreement), the Option will to the extent not terminated be deemed to have
terminated on the date immediately preceding the date the Optionee's employment
by, or retention as an agent, director of, or consultant to, the Company is
terminated by the Company and its subsidiaries.

         (iv) If the Optionee's employment by the Company is terminated because
of disability or death, the Option shall terminate on the earlier of (i) one
year after termination, or (ii) the date on which the Option expires by its
terms.

5.       NON-TRANSFERABILITY.

         The right of the Optionee to exercise the Option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by the Optionee. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.

6.       REPRESENTATION LETTER AND INVESTMENT LEGEND.

         (a) Notwithstanding the provisions of Sections 3 and 4 hereof, the
Option cannot be exercised, and the Company may delay the issuance of the Shares
covered by the exercise of the Option and the delivery of a certificate for the
Shares, until one of the following conditions shall be satisfied:

                                       2
   12

         (i) The Shares with respect to which the Option has been exercised are
at the time of the issuance of the Shares effectively registered or qualified
under applicable federal and state securities acts now in force or as hereafter
amended; or

         (ii) Counsel for the Company shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that the issuance of the
Shares is exempt from registration and qualification under applicable federal
and state securities acts now in force or as hereafter amended.

         (b) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the Option is
exercised in whole or in part, the Optionee shall give a written representation
to the Company in the form attached hereto as Exhibit A and the Company shall
place an "investment legend," so-called, as described in Exhibit A, upon any
certificate for the Shares issued by reason of such exercise. In the event that
the Company shall, nevertheless, deem it necessary or desirable to register
under the 1933 Act or other applicable statutes the Shares with respect to which
the Option shall have been exercised, or to qualify the Shares for exemption
from the 1933 Act or other applicable statutes, then the Company may take such
action and may require from the Optionee such information in writing for use in
any registration statement, supplementary registration statement, prospectus,
preliminary prospectus, offering circular or any other document that is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from the Optionee against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

         (c) The Company shall be under no obligation to qualify the Shares or
to cause a registration statement or a post-effective amendment to any
registration statement to be prepared for the purposes of covering the issue of
the Shares or to cause the issuance of the Shares to be exempt from registration
and qualification under applicable federal and state securities acts now in
force or as hereinafter amended, except as otherwise agreed to by the Company in
writing in its sole discretion and, accordingly, the Company may delay the
issuance of the Shares covered by the exercise of the Option and the delivery of
a certificate for the Shares until the Company shall have determined that all
conditions to the issuance of the Shares shall have been satisfied.

7.       ADJUSTMENT IN AND CHANGES IN COMMON STOCK.

         Subject to the Plan, if the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any reorganization, recapitalization,
reclassification, stock split, combination of shares, or dividends payable in
capital stock, appropriate and equitable adjustment shall be made by the Board
of Directors of the Company, in its sole discretion, in the number and kind of
shares as to which the Option or portion thereof then unexercised shall be
exercisable. Such adjustment in

                                       3

   13

the Option shall be made without change in the total price applicable to the
unexercised portion of such the Option and with a corresponding adjustment in
the Option price per share.

8.       EFFECT ON OTHER RIGHTS.

         This Agreement shall in no way affect the Optionee's participation in
or benefits under any other plan or benefit program maintained or provided by
the Company. Nothing in this Agreement shall be construed to give the Optionee
any right to any additional options other than in the sole discretion of the
Board of Directors of the Company or to confer on the Optionee any right to
continue in the employ of the Company or any subsidiary thereof or to continue
to be retained as an agent, director of, or consultant to, the Company, or to be
evidence of any agreement or understanding, express or implied, that the Company
will employ or continue to retain the Optionee in any particular position or at
any particular rate of remuneration, or for any particular period of time or to
interfere in any way with the right of the Company or a subsidiary thereof (or
the right of the Optionee) to terminate the employment or retention of the
Optionee at any time, with or without cause, notwithstanding the possibility
that the Option may thereby be terminated entirely.

9.       RIGHTS AS A STOCKHOLDER.

         The Optionee shall have no rights as a stockholder with respect to any
Shares which may be purchased by exercise of the Option until (x) the Option
shall have been exercised with respect thereto (including payment to the Company
of the Purchase Price), and (y) the earlier to occur of (i) delivery by the
Company to the optionee of a certificate therefor or (ii) the date on which the
Company is required to deliver a certificate pursuant to the Plan and this
Agreement. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the date such certificate is issued or required to be issued in accordance
with the Plan.

10.      GOVERNING LAW.

         THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY THEREIN WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.

11.      WITHHOLDING TAXES.

         Whenever Shares are to be issued upon exercise of the Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all federal, state and local withholding tax
requirements, if any, prior to the delivery of any certificate or certificates
for such Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.

                                       4

   14
12.      HEADINGS.

         The headings contained in this Agreement are for convenience of
reference only and in no way define, limit or describe the scope or intent of
this Agreement or in any way affect this Agreement.

13.      BINDING EFFECT.

         This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

         IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and the Optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.

                                      CORNICHE GROUP INCORPORATED.

                                      By: /s/ /s/ ROBERT F. BENOIT
                                          -------------------------------------
                                      Title: Chief Executive Officer

                                      /s/ DAVID H. BOLTZ
                                      -----------------------------------------
                                      OPTIONEE

                                       5

   15

                                   APPENDIX A

                            TO STOCK OPTION AGREEMENT

OPTIONS GRANTED AND VESTING PERIOD:

Set forth below are the options granted to the Optionee and the vesting schedule
with respect thereto.

Number of Shares           Option Price                       Vesting Date
- ----------------           ------------                       ------------
50,000                     $1.94                              6/26/01
25,000                     $1.94                              6/26/02
25,000                     $1.94                              6/26/03

   16

                                    EXHIBIT B
                            TO STOCK OPTION AGREEMENT

Date:______________________

Corniche Group Incorporated
610 S. Industrial
Suite 220
Euless, Texas 76040

Ladies and Gentlemen:

         I hereby elect to purchase _______ shares of the Common Stock, par
value $.00001 per share, of Corniche Group Incorporated (the "Company") under
the option granted to me pursuant to the Stock Option Agreement, dated
June 26th, 2000.

         Enclosed is [cash] [a check] in the amount of $______.___ [______
shares of the Company's Common Stock] in full payment of the shares being
purchased ($________ per share).

         Please deliver certificates representing the shares being purchased to
me at:

         -----------------------------

         -----------------------------

         -----------------------------

         I hereby acknowledge that I have been informed as follows:

         1. The shares of common stock of the Company to be issued to me
pursuant to the exercise of said option have not been registered under the
Securities Act of 1933, as amended (the "1933 Act"), and accordingly, must be
held indefinitely unless such shares are subsequently registered under the 1933
Act, or an exemption from such registration is available.

         2. Routine sales of securities made in reliance upon Rule 144, if
applicable, under the 1933 Act can be made only after the holding period and in
limited amounts in accordance with the terms and conditions provided by that
Rule, and in any sale to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will be required.

         3. The Company is under no obligation to me to register the shares or
to comply with any such exemptions under the 1933 Act.

   17

         4. The availability of Rule 144, if applicable, is dependent upon
adequate current public information with respect to the Company being available
and, at the time that I may desire to make a sale pursuant to the Rule, the
Company may neither wish nor be able to comply with such requirement.

         In consideration of the issuance of certificates for the shares to me,
I hereby represent and warrant that I am acquiring such shares for my own
account for investment, and that I will not sell, pledge, transfer or otherwise
dispose of such shares in the absence of an effective registration statement
covering the same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the 1933 Act. In view of
this representation and warranty, I agree that there may be affixed to the
certificates for the shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of counsel, which
opinion must be reasonably satisfactory in form and substance to counsel for the
Company, it is no longer necessary or required) a legend as follows:

         "The shares of common stock represented by this certificate have not
         been registered under the Securities Act of 1933, as amended (the
         "Act"), and were acquired by the registered holder, pursuant to a
         representation and warranty that such holder was acquiring such shares
         for his or her own account and for investment, with no intention to
         transfer or dispose of the same, in violation of the registration
         requirements of the Act. These shares may not be sold, pledged,
         transferred or otherwise disposed of in the absence of an effective
         registration statement under the Act, or an opinion of counsel, which
         opinion is reasonably satisfactory to counsel to the Company, to the
         effect that registration is not required under the Act."

         I further agree that the Company may place a stop order with its
Transfer Agent, prohibiting the transfer of such shares, so long as the legend
remains on the certificates representing the shares.

                                                     Very truly yours,

                                                     --------------------------
                                                     Optionee:

                                       2
   1
                                                                   EXHIBIT 23(a)

                [WEINICK SANDERS LEVENTHAL & CO., LLP LETTERHEAD]

                 CONSENT OF WEINICK SANDERS LEVENTHAL & CO., LLP
                   (INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

We consent to the use in the Registration Statement of Corniche Group
Incorporated on Form S-1 under the Securities Act of 1933 of our report dated
January 28, 2000 (Except as to a portion of Note 8 (b) to which the date is
February 15, 2000) and to the reference to our firm under the heading "Experts"
in the Prospectus.

                                       /S/ WEINICK SANDERS LEVENTHAL & CO., LLP

New York, New York
October 2, 2000
   1
                                                                   EXHIBIT 23(b)

                    [SIMONTACCHI & COMPANY, LLP LETTERHEAD]

                      CONSENT OF SIMONTACCHI & COMPANY, LLP
                   (INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

We consent to the use in the Registration Statement of Corniche Group
Incorporated on Form S-1 under the Securities Act of 1933 of our report dated
July 10, 1998 and to the reference to our firm under the heading "Experts" in
the Prospectus.

                                       /s/  SIMONTACCHI & COMPANY, LLP

Rockaway, New Jersey
October 6, 2000

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CORNICHE GROUP INCORPORATED AND SUBSIDIARY AS AT AND FOR
THE SIX MONTHS ENDED JUNE 30, 2000 IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.

                             
                   6-MOS
                          DEC-31-2000
                             JAN-01-2000
                               JUN-30-2000
                                       1,082,014
                                 3,765,618
                                        0
                                         0
                                          0
                             5,123,972
                                         740,317
                               (161,262)
                               5,763,880
                          499,334
                                              0
                                0
                                      8,250
                                        14,213
                                   3,895,227
                 5,763,880
                                              0
                               275,549
                                          106,580
                                  824,041
                                     0
                                     0
                               4,639
                              (556,792)
                                         0
                          (556,792)
                                       0
                                      0
                                            0
                                 (581,162)
                                     (0.04)
                                   (0.04)