MediGreen Holdings Corp Watch

from 8-K 6 pages * Corporation, Non-Profit Corporation, Limited Partnership, Limited-Liability Company or Business Trust. Filing Fee: $350.00

from 10KSB ~5 pages Draft - 2/22/01

from 8-K/A 1 page March 13, 2001 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 We Have Read Paragraph (A)(1) of Item 4 Included in the Form 8-K Dated February 20, 2001 of N-Vision Technology, Inc. Filed With the Securities and Exchange Commission. We Are in Agreement With the Statements Contained Therein Insofar as They Relate to Our Former Client-Auditor Relationship With Ponder Industries, Inc., Except That Our Records Do Not Indicate That a Copy of the Form 8-K File on February 21, 2001 Was Provided to US, We Are Unable to Confirm if Our Dismissal Was Approved by N-Vision Technology, Inc.'s Board of Directors, the Reports Referenced in (A)(1)(ii) Relate to Our Reports on Ponder Industries, Inc. and the Reference to Our Firm in 4(a)(1)(iv) Should Be to "Andersen". With Respect to the Matter Described in Paragraph 2(c) of Item 4, Our Records Do Not Indicate That a Copy of the Referenced Disclosure Was Provided to US. Very Truly Yours, /S/ Arthur Andersen Llp Copy To: Joseph T. Kaminski Chief Executive Officer N-Vision Technology, Inc

from 8-K 1 page Plan of reorganization, merger, acquisition or similar

from 8-K 1 page Board of Directors Consent Without Formal Board Meeting 2/20/2001 the Following Actions Were Approved by Unanimous Consent of the Board of Directors and Thereby Acted Upon by the Company: 1. the Company Has Agreed to Retain the Services of R.F. Bearden Associates as Pursuant to a Certain Agreement Which Has Been Reviewed and Approved by the Board of Directors. 2. the Company Has Agreed to Retain the Services of Lon Taylor, D/B/a Service Assist, Inc., to Assist With Preparation of Financial Information in Conjunction With Preparing Audited Financials for the Company. the Agreement Has Been Reviewed and Approved by the Board of Directors. 3. the Company Has Agreed to Retain the Firm of Thomas Leger & Co., L.L.P., Certified Public Accountants to Complete the Audits for the Periods December 1999 and 2000. 4. the Company Has Agreed to Retain the Services of the Wall Street Group to Act as Public Relations Firm for the Company and to Assist in Making a Market for the Companies Public Stock. the Retainer Agreement Has Been Reviewed and Approved by the Board of Directors. as Indicated by Their Signature Below, the Directors Approve the Foregoing Actions. /S/ Joseph T. Kaminski 2/20/01 - - - Joseph T. Kaminski Date /S/ Roger W. Pierce 2/20/01 - - - Roger W. Pierce Date /S/ Dennis A. Gray 2/20/01 - - - Dennis A. Gray Date

from 8-K ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Stock Purchase Agreement

from 10-K ~20 pages Asset Purchase Agreement

from 10-K 1 page Letter Agreement Ponder & Ljh Corp.

from 10-Q ~50 pages Stock Purchase Agreement - Ljh Corporation

from 10-Q ~20 pages Agreement for Sale - Runyon Oil Tools, Inc.

from 8-K ~20 pages Asset Purchase Agreement

from 8-K ~20 pages Stock Purchase Agreement