144 1 intcapital_144-012403.txt +--------------------------+ | OMB APPROVAL | | OMB Number: 3235-0101 | | Expires: August 31, 2003 | +--------------------------+ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: TRANSMIT FOR FILING 3 COPIES OF THIS FORM CONCURRENTLY WITH EITHER PLACING AN ORDER WITH A BROKER TO EXECUTE A SALE OR EXECUTING A SALE DIRECTLY WITH A MARKET MAKER.

2 TABLE I--SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: --------------------------------------------------------------------------------------------------------------------------------- Title of Date You Nature of Acquisition Name of Person From Amount of Date of Nature of Payment the Class Acquired Transaction Whom Acquired Securities Payment (If Gift, Also Give Acquired Date Donor Acquired) --------------------------------------------------------------------------------------------------------------------------------- Common, $.001 Dec. 30, 2002 Employment Craig H. Brown 10,000,000 Dec. 30, 2002 Compensation par value Agreement in lieu of cash --------------------------------------------------------------------------------------------------------------------------------- Remarks: Craig H. Brown received these shares as compensation pursuant to an employment agreement with the issuer in lieu of cash compensation. He transferred these shares following their registration on Form S-8 to his limited liability company, International Capital Group, LLC. INSTRUCTIONS: 1. If the securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. 2. If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. ==================================================================================================================================== TABLE II--SECURITIES SOLD DURING THE PAST THREE MONTHS Furnish The Following Information as to All Securities of The Issuer Sold During The Past Three Months By The Person For Whose Account The Securities Are To Be Sold. ------------------------------------------------------------------------------------------------------------------------------------ Name and Address of Seller Title of Securities Sold Date of Sale Amount of Gross Proceeds Securities NONE Sold ------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------ REMARKS: INSTRUCTIONS: See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. January 21, 2003 ---------------------------------------- (DATE OF NOTICE) ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the issuer of the securities to be sold which has not been publicly disclosed. /s/ Craig H. Brown ---------------------------------------- (SIGNATURE) The notice shall be signed by the persons for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. ATTENTION: INTERNATIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

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