SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8




             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                          SNOHOMISH EQUITY CORPORATION

                     (FORMERLY SNOHOMISH EQUITY GROUP, INC)


                                    000-26249
                             COMMISSION FILE NUMBER

  NEVADA                                                              33-0507843
(JURISDICTION  OF  INCORPORATION)        (I.R.S.  EMPLOYER  IDENTIFICATION  NO.)


219  BROADWAY,  SUITE  261,  LAGUNA  BEACH  CA                             92651
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)



ATTORNEY  DISCLOSURE  AND
SPECIAL  RELATIONSHIP  AGREEMENT
(FULL  TITLE  OF  PLAN)

                                 WILLIAM STOCKER
                                 ATTORNEY AT LAW
                     34700 PACIFIC COAST HIGHWAY, SUITE 303
                            CAPISTRANO BEACH CA 92624
                    PHONE (949) 248-9561  FAX (949) 248-1688

                               (AGENT FOR SERVICE)

                                  June 15, 2000


                       CALCULATION OF REGISTRATION FEE (1)

<TABLE>
<CAPTION>
<S>                      <C>           <C>              <C>         <C>
Title of Securities to   Amount to be  Proposed         Proposed    Amount of
be Registered            Registered    Maximum          Maximum     Registration
                                       Offering         Aggregate   Fee
                                       Price per Unit   Offering
                                                        Price
--------------------------------------------------------------------------------
Common Stock                1,550,500  $          0.01  $15,505.00  $        4.09
0.0001 par value              shares        per share
================================================================================
</TABLE>

1  The  securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and  has  never  traded.  The  price  is  determined accordingly at the mutually
acceptable  price  of  $0.01  per share, rather than at the nominal par value of
$0.001.


                                        1
<PAGE>


                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. No market
presently  exists  for  the  securities  of  this  Issuer.


ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).


ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  indirect  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also
treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $15,505.00  of  services  performed.
                                        2
<PAGE>

     Exhibit  2  hereto  is Intrepid International Financial Services Consulting
Agreement.  The  service  providers  mentioned  in  Counsel's  Opinion performed
services  pursuant  to  that  Agreement.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  June  15,  2000.

                          SNOHOMISH EQUITY CORPORATION

                     (formerly SNOHOMISH EQUITY GROUP, INC)

      /S/ Pete Chandler          /S/ Susan Sanchez
      Pete Chandler              Susan Sanchez
      President/Director         Secretary-Treasurer/Director

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1
                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
                     34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                   phone  (949)  248-9561    fax (949)248-1688


                                  June 15, 2000

To  the  President  and  the
Board  of  Directors
Snohomish  Equity  Corporation
219  Broadway,  Suite  261
Laguna  Beach  CA  92651
     re:  Opinion  of  Special  Counsel
     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $15,505.00
in the form of 1,550,500 shares of common stock to be registered thereby. It has
been fully disclosed that I am General Counsel for Intrepid International, Ltd.,
whose  personnel,  including  myself  are  listed  service  providers.

<TABLE>
<CAPTION>
<S>               <C>      <C>     <C>         <C>
Service Provider  Service  Hour    Amount      Amount
                  Hours    Rate    $           Shares
                                   Indicated       @0.01
--------------------------------------------------------
J. Dan Sifford      16.50     150     2475.00    247,500
--------------------------------------------------------
Jena Minnick         9.00     125     1125.00    112,500
--------------------------------------------------------
Karl Rodriguez       1.00     250      250.00     25,000
--------------------------------------------------------
Susan C. Sanchez     0.50      85       42.50      4,250
--------------------------------------------------------
Shane Goreski        7.50      85      637.50     63,750
--------------------------------------------------------
William Stocker     43.90     250   10,975.00  1,097,500
--------------------------------------------------------
Totals              78.40  945.00   15,505.00  1,550,500
========================================================
</TABLE>

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be issued in compensation for services at the rate of $0.01 per share for

                                        5
<PAGE>

$15,505.00  of services performed. These services were duly invoiced pursuant to
an  agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or  for  maintaining  any  market  in  securities  of  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                                 /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        6
<PAGE>

--------------------------------------------------------------------------------
                                     EXHIBIT
                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT
--------------------------------------------------------------------------------

                                        7
<PAGE>

                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter "IIL"), and Snohomish Equity Corp. a Nevada Corporation,
(hereafter "Client" )  and dated January 1, 1999. In consideration of the mutual
promises  terms  and  conditions herein set forth, the parties agree as follows:


     1.  RETAINER  AGREEMENT. Intrepid International, Ltd. is hereby retained as
financial  services  consultants  for  the  Client, consistent with that certain
Description  of Mission and Services Offered, a copy of which is Attachment 1 to
this  Consulting  Agreement, and incorporated herein by this reference as though
fully  set  forth  herein. Among the services to be provided and contemplated by
this  arrangement  are the services of its President, Kirt W. James (billable at
$125.00/hr),  its prime consultant, J. Dan Sifford Jr. (billable at $200.00/hr),
and  such  incidental  secretarial  services  (billable  at $85.00/hr) as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be  performed  by  subcontractors  of  IIL,  subject to arrangements approved by
Client  in  advance.

     2.  SERVICES.  IIL  agrees  to  provide,  as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited  by and consistent with that certain Description of Mission and Services
Offered,  a  copy  of  which  is  Attachment 1 to this Consulting Agreement, and
incorporated  herein  by  this  reference as though fully set forth herein. Such
services  include,  as  requested  by  Client, coordination of public relations,
shareholder  relations,  audit  coordination,  certificate  and  transfer
coordination,  coordination  of  relationships  with  market-makers  and  broker
dealers in the securities of Client and consulting services, incidental analysis
and,  where  appropriate,  and  subject  to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as  Special  Securities  Counsel with Limited Authority, and the preparation and
coordination  of annual, quarterly and current filings as may be required of the
Client  pursuant  to  the Securities and Exchange Act of 1934 and Regulations of
the  Securities  and  Exchange  Commission promulgated pursuant to the 1934 Act.

     3.  COMPENSATION.  In consideration for such services, Client agrees to pay
IIL  pursuant  to  fee  schedule  set  forth  in paragraph 1 above. Billings for
services  shall  be  invoiced  by  IIL  and  paid  upon  receipt.

     4.  PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any  expense that may be contracted on behalf of Client in excess of $400 in the
aggregate.  Expenses,  if  approved,  are  to  be  invoiced by IIL and paid upon
receipt.  In  addition  to  charges  for services, Client will be billed for all
normal  and  incidental  identifiable  costs  such as copying charges, telephone
expenses,  delivery  fees,  filing fees, and transcription fees; however, travel
expenses,  expert  witness  fees  and  other  extraordinary  charges will not be
incurred  without  prior  approval.

     5.  UNPAID  CHARGES.  It is agreed that if at any time any invoice rendered
by  this  Firm  to Client for investment banking, appropriate legal services and
expenses  remains  unpaid  for any reason for longer than 30 days, we shall have
the right to discontinue performance of further services and to withdraw as your
attorneys,  regardless  of the status of any matter in which we will be involved
and  regardless  of any event or proceeding which may then be pending, unless we
have  reached  a  subsequent  written  agreement  with  respect  thereto.

                                        8
<PAGE>

     6.  LATE  CHARGES.  An  amount  past due will incur a late charge, after 30
days,  of  1.5%  per  month  (18%  per  annum) of the total unpaid balance. Late
charges  will  continue  to accrue at the same rate on any unpaid balance during
any  collection  efforts  and  until  the  entire bill is paid in full, unless a
subsequent  agreement  with  respect  to  such  charges  is  made and reduced to
writing.  Should  it  become  necessary  to  seek  collection  of  any  past due
statement,  you  agree  to  pay  all  reasonable  costs  of collection including
reasonable  attorneys'  fees  and  all  interest  incurred.

     7.  ARBITRATION  OF ANY DISPUTES. It is agreed that any dispute arising our
of  this  Agreement,  or  the Firm's representation of you, shall be resolved by
binding  arbitration  in  Las  Vegas,  Nevada,  by  the  American  Arbitration
Association.

     8.  LIABILITY  OF  IIL. In furnishing Client with advice and other services
as  requested,  neither  IIL  nor  any owner, employee or agent of IIL, shall be
liable  to  Client  or  its  creditors  for  ordinary  errors of judgment or for
anything  except  gross  negligence,  wilful  malfeasance,  or bad faith, in the
performance  of  its  duties or reckless disregard of its obligations and duties
under  the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable  and  that, except as herein provided, IIL shall not be accountable for
any  loss  suffered  by Client by reason of Client's action or non-action on the
basis  of  advice,  recommendation  or approval of IIL, its owners, employees or
agents.

     9.  GOOD  FAITH  AND  FAIR  DEALING.  All  parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all  respects,  and  to provide each other with reasonable further assurances in
furtherance  of  their  mutual  performances  with  respect  to  this Agreement.

     10.  INDEPENDENT  CONTRACTOR.  IIL  is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client  or  its  clients,  except  as  provided or authorized in this agreement.

     11.  NON-EXCLUSIVITY.  Client  recognizes  and  acknowledges  that  this
agreement  is non-exclusive, and that accordingly IIL now renders and may in the
future  render  services  to  other  clients,  some  of which may be of a nature
similar  to  those  agreed  to  be  performed herein, or to clients with similar
businesses,  needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its  obligations  under  this  agreement,  but only such amount as is reasonably
necessary.

     12.  CONTROL.  Nothing  contained  herein  shall  be  deemed to require any
action  by  any  Corporation  contrary to law or its constituent documents or to
relieve  the  board  of directors thereof from responsibility for control of the
affairs  of  such  corporation.

     13.  OWNERSHIP  OF  FILES AND RECORDS. Except as to original records or any
records or files which we accept upon the understanding that they belong to you,
it hereby is agreed that all files, copies of documents, correspondence or other
materials  which  we  may  accumulate  in  connection  with your representation,
including  copies  of  materials  filed with any regulatory agency, shall be the
property  of  IIL.  Upon  the termination of the engagement, IIL will return any
property  belonging  to  you  upon  your  request. Copies of our files and other
materials  which IIL may have accumulated during our representation will be made
available  to Client at its expense; however, it is specifically agreed that IIL
shall have the right, in its discretion, to dispose of these files at such times
as  it  determines  reasonably  that such files need not be retained any longer.
After  such  destruction,  such  files  will  no  longer  be  available.

                                        9
<PAGE>

     14.  TERMINATION.  The term of this agreement shall begin with the complete
execution  hereof,  and  shall continue in effect for until terminated by either
party  in  writing.  Upon  termination,  all  accrued  charges shall be promptly
invoiced  and  paid.

     15.  MISCELLANEOUS.  This  agreement  sets  forth  the entire agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws of the Client's place of Incorporation if that be Nevada or Texas, and
if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.


     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.



                          Intrepid International, Ltd.

                                       by

                                 /s/Dan Sifford
                                   Dan Sifford
                         U.S. Authorized Representative



THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                             Snohomish Equity Corp.

Date:7/14/99     By

                                /s/Pete Chandler
                                  Pete Chandler
                                    President


                                       10
<PAGE>


                                  Attachment 1

                   DESCRIPTION OF MISSION AND SERVICES OFFERED

                                       11
<PAGE>

                          Intrepid International, S. A.
                   DESCRIPTION OF MISSION AND SERVICES OFFERED

                              I.  MISSION STATEMENT

     INTREPID  INTERNATIONAL,  S.  A.  (  the  Company ) was incorporated in the
Republic  of  Panam  in  1984  to  offer  financial services to natural resource
companies,  primarily  those engaged in the production of oil and gas. Following
the world wide collapse of oil prices in the mid-eighties, the Company broadened
the  focus  of  its  universe  of  support  services to include a wider range of
companies, with an emphasis on public companies and private companies, companies
engaged  in the transition from privately held to publicly held, and development
stage  companies, whether public or private, requiring professional business and
corporate  guidance.  In  August  of  1997  the  Company  sought a United States
Representative  and  entered  into  a relationship with a group of corporate and
business  specialists  who,  after contracting with the Company, incorporated as
INTREPID  INTERNATIONAL,  LTD.  (  Intrepid  US  )  to  provide  the  required
representation  and agency for the Company in North America and Europe. Intrepid
US  is  incorporated  in  the  State  of  Nevada.

     Intrepid  enjoys a wide range of brokerage community and financial services
relationships  which form the basis of its ability to introduce client companies
to  consultants,  professionals, broker dealers and others who may be of service
to  client  companies  in  pursuing  the  business plan and other objectives the
client  may  have.

     Intrepid is not an investment banker, nor a broker or dealer in securities.
Intrepid  is  a  provider  of  technical  support  services to client companies.
Intrepid  does  not  practice  law  or supply legal services generally, however,
Intrepid's counsel may, under appropriate circumstances be available to client's
counsel,  where  such  assistance  is  requested  and  appropriate.

     Intrepid  provides  its  services  on a negotiated time/fee basis. Intrepid
does  not  provide services for commissions based upon the success or failure of
any  corporate program, and Intrepid is not a fund-raiser or a source of capital
financing.  However,  sources  of capital financing exist, and Intrepid is often
able  to  provide  the introductions to suitable professionals, business brokers
and  securities  professionals who may be able to assist an issuer in developing
or  executing  such  fund  raising  programs  as  the  issuer  may  adopt.

     The principal focus and benefit of the services offered by Intrepid are not
its  client's  capital formation nor fund raising activities, but the refinement
of  client's  business  plan, analysis of its corporate structure, evaluation of
its  current filing status and filing responsibilities, currency and accuracy of
financial  information and auditability or status of current and past audits and
audit  procedures,  to  assist  managers in making the conceptual and procedural
transitions  imposed  upon Officers and Directors, with respect to shareholders,
shareholder  rights,  and  maintenance  of  the kinds current public information
necessary  to  position  a  company  to  consider public trading of its existing
securities,  and  to maintain its impeccability as a publicly trading company if
and  when  its  securities  are  exposed  to  the  public  markets.

                                       12
<PAGE>

     Accordingly,  the  mission  of  Intrepid  is  to assist client companies in
avoiding  costly  mistakes  and  pitfalls in corporate management, going public,
being  public,  and  in  handling  the  various  different  relationships  with
professionals  and  the  public  which are appropriate, practical, efficient and
cost-effective  in  managing  a  public  corporation.


                            II.  SERVICES TO ISSUERS

     Every  Corporation  and  Issuer  of  Securities  is unique. Its businesses,
structure,  aspirations  status and time horizons are particular to the interest
of its shareholders, and the policies of its Management. Intrepid's services may
address  the  full  spectrum  of  corporate  situations.

     A.  PUBLIC  AND  PRIVATE  COMPANIES


     1.  CLOSELY  HELD  PRIVATE COMPANIES are corporations, limited partnerships
and  limited  liability  companies,  held  by  a  relatively  small  group  of
shareholders, often the founders, and usually not less than two nor more than 35
shareholders.  Typically, the shareholders know each other and/or some or all of
the  managers.  Such  a  company  may have determined to stay small and never go
public. Such a company may intend to grow, and keep open the vision of expanding
into  public  ownership  at some future time. There are important considerations
for  mangers  of  this  latter  group, chiefly the understanding that all public
companies  must be auditable. This means not only that books and records be kept
in  an  orderly and consistent manner, but that some corporate understanding the
special  accounting  rules  of  Regulation SX (promulgated by the Securities and
Exchange  Commission)  be  developed  and  considered  in  connection  with  the
acquisition  of  assets  or  the issuance of stock for property or other rights,
particularly.  It  is also important to develop an understanding, policy, format
and consistent procedure for meetings of Directors, Shareholders and maintaining
proper  corporate  minutes,  from  inception  and  thereafter.

     2.  MORE  WIDELY  HELD  PRIVATE COMPANIES are companies whose securities do
not  trade  on  any  public market, but which have a growing shareholder base no
longer  characterized  by  personal  relationships  between  shareholders  and
management. Such companies may wish to remain private; however, pressure to deal
with  public  company  issues may arise, invited or not, as the shareholder base
expands,  the business grows in profitability, size and extent of operations and
the passage of time, the passing of original shareholders and the inheritance of
ownership  by  a family group, the need to attract new investment, the desire of
original owners to retire and to develop an exist strategy for the sale of their
business or ownership thereof. Going public is a series of successive headaches,
best  cured  by  knowledge  of  potential  pitfalls  and  early  preparation for
eventualities.  The  best  policy  is  always  to  gather  information early and
prepare.

                                       13
<PAGE>

     3.  PUBLIC  COMPANIES  come  in  more  than  one  distinctive  status, with
different  corporate responsibilities and opportunities. It is essential for all
issuers  of  any  size  and  status  to  be  mindful  of  anti-fraud and similar
provisions  in  connection  with  any  transaction  in  securities.

      (a)  15C2-11 COMPANIES are those which do not and are not required to file
reports  directly to the Securities an Exchange Commission, but whose securities
trade  over-the-counter,  normally  on  the OTC Bulletin Board maintained by the
NASD.  The  OTC  Bulletin board is not and must not be confused with NASDAQ. The
term  the  over  the  counter market  was once used to refer to NASDAQ, but that
reference  or the use of that terminology today is inappropriate and potentially
wrongful.  A  15c2-11  company has not registered the issuance of its securities
under  the  Securities  Act  of  1933,  nor  has  it registered any class of its
securities for trading under the Securities Exchange Act of 1934. Such a company
has  acquired  its shareholder base by one or more private placements or limited
public  offerings,  perhaps  pursuant  to Regulations A or D, or other exemption
available  under  the  1933  Securities  Act  or  promulgated  by the Commission
pursuant  to  the 1933 Act.  15c2-11 Companies, which do not report to SEC, must
report  to current information to their market makers and others with respect to
a  form  commonly called their  15c2-11 Report . The company must be audited and
the audit must be brought current at least each fiscal year, and preferably more
often.  Current  unaudited  financial  statements  are  important  between audit
cycles,  and  changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the  public.  Failure  to  do so may result in de-listing, stop trading, or even
liability  in  extreme  cases.

          The  OTCBB is in transition to phase in the requirement that companies
be  or  become  reporting  companies.

      (b)  15(D) COMPANIES are those which have issued securities pursuant to an
effective  Registration  Statement,  under the Securities Act of 1933. While the
securities  of such companies do not trade on NASDAQ or any National or Regional
Exchange,  such  companies  are  required  to  furnish Annual Reports, Quarterly
Reports,  and  Current  Reports,  in the forms prescribed by the Commission. The
securities of such companies may trade on the OTC Bulletin Board, or not at all.
The  reporting  requirements  are  not contingent upon whether such a company is
active, trading, or not. It is vital that the financial and other information be
gathered  at  the  end  of  each reporting cycle and that it be presented in its
appropriate  form  and  properly  and  propitiously  filed.

      (c)  SECTION13 COMPANIES are those with securities that do trade on NASDAQ
or  an  Exchange,  or  even  if  not  trading,  which have a class of securities
registered  under  Sub  Section 12(b) or 12(g) of the Securities Exchange Act of
1934. Such Issuers have extensive additional reporting requirement under Section
13  of  the  1934  Act  and  Regulations promulgated with respect thereto. These
companies  must  be  concerned with reports of insider trading, and must observe

                                       14
<PAGE>

special  rules  for  calling  shareholder  meetings  whether  or not proxies are
solicited,  among  other  specific  and  detailed  requirements.


      (d)  THE MOST COMMON PITFALL of private companies which have become public
by  submission through a broker/dealer (market maker) to the NASD for permission
to  publish  a  quote on the OTC Bulletin Board is quite simply stated: once the
Company  is  up,  and  conditions change, or time passes, the public information
concerning  the  company grows stale. Companies must maintain a regular updating
process,  chiefly  of  financial  information,  un-audited  quarterly  financial
statements, and an annual year-end audit. 15c2-11 Companies, which do not report
to  SEC,  must  report  to current information to their market makers and others
with  respect  to  a  form  commonly  called  their  15c2-11  Report . Reporting
Companies use SEC forms and file quarterly, annually. Current significant events
must  be  disclosed  promptly  in  any case. The company must be audited and the
audit  must  be  brought  current at least each fiscal year, and preferably more
often.  Current  unaudited  financial  statements  are  important  between audit
cycles,  and  changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the  public.  Failure  to  do so may result in de-listing, stop trading, or even
liability  in  extreme  cases.

     B.  INTREPID  OFFERS  technical,  clerical,  and  professional  support for
private  and  public issuers at each of the stages of corporate development. Its
particular  services are those that the particular issuer requires and requests.
Intrepid  has  no  fixed  program. It can provide some or all of the appropriate
services,  to  complement  and  support  the  skills,  knowledge, experience and
availabilities  of  corporate  management.


     1.  AUDIT  COORDINATION.  The  basic  and  fundamental focus of responsible
corporate  management  is  the  maintenance  of  proper financial information in
auditable  form. A company which is not auditable cannot go public, and may find
itself  unsalable  even  privately.  A  public  company cannot acquire a private
company  or  its  business  unless the target of acquisition is capable of being
audited.  Reg  SX audits involve special considerations and must be conducted by
auditors  professionally  equipped, and preferably experienced, for doing audits
designed to meet the standards and possible review by NASD and/or SEC examiners.
The  audit is the table on which the house of cards rests. Its importance cannot
be  overstated.  Many  issuers  find  it  useful  to  obtain  audit coordination
services,  to  assist  them  in communicating effectively with their independent
auditor,  and in identifying the information to be gathered for the auditor, and
submitting  such  information  in  the  form  must  useful  to  the  auditor for
efficiency  and accuracy. Intrepid can provide references to any one or all of a
number  of  experienced  auditors,  with  special  expertise in various business
segments,  or can assist the issuer in working with any qualified auditor of its
choice.  Intrepid  can  evaluate  the adequacy of audit procedures and alert the
issuer  if  something not considered should require attention. Intrepid does not
conduct  audits  or  instruct  or  control auditors or the results of any audit.
Intrepid  facilitates effective communication between auditor and issuer, if and

                                       15
<PAGE>

as  desired by its clients. Intrepid's evaluation of auditors for its clients is
limited  to  whether  the  designated  auditor  is  effectively  conversant with
Regulation  SX,  and  whether  the auditors experience and qualifications appear
reasonably  suitable  for  the  size  and  scope  of  the  audit  required.

     2.  BUSINESS  PLANS  AND MISSION STATEMENTS are important documents for any
corporation  public  or private. The Mission Statement sets for the goals of the
business.  The  Business  Plan  describes  the  business,  its  personnel,  its
operations, earnings, facilities and perhaps its projections for future years of
operation  based  upon  assumptions  carefully considered. The effectiveness and
credibility  of these documents, for any purpose, depends upon their meeting the
formal  and  contextual  expectations  of persons who read such plans regularly.
Intrepid can assist any company in development of such documents to any standard
the  client  may require. Such documents are not offering documents. They should
not  be confused with offers of securities or solicitations of investment. While
they  may  be  useful  in  connection  with  such activities, offering documents
require  special  attention  and  must  never  be  casually  constructed  or
disseminated.

     3.  BUSINESS  VALUATION  AND  APPRAISALS  are  often  useful  to owners and
managers  of business. Intrepid can provide detailed professional evaluation and
appraisals  of any going concern, which meet the highest professional standards.
Such  appraisals  may  be useful for internal information, or in connection with
purchase  or  sale  of  a  given  business.  Such  Valuations  and Appraisals of
businesses  are  not  audits  or  financial  statements respecting the issuer of
securities and should not be confused with offers of securities or solicitations
of  investment.  While  they  may  be useful in connection with such activities,
offering  documents  require  special  attention  and  must  never  be  casually
constructed  or  disseminated.

     4.  CERTIFICATE  AND  TRANSFER AGENCY. Intrepid is not a Transfer Agent nor
Agent  for  maintaining  the  Certificate  and  Transfer  Records  of  its
issuer-clients.  Many  small  or  private issuers maintain their own records and
perform  their  own Certificate and Transfer function. When the securities of an
issuer  are  traded  publicly,  or  when  private transactions become other than
routine and rare, the company should retain the services of a bonded Certificate
and  Transfer  Agent,  for  its  own  protection  and  to insure the orderly and
professional  handling  of  its  Certificate and Transfer function. Intrepid can
recommend  such  agencies  from  a  number  of  reputable choices, and, whatever
choice,  can  assist and coordinate the process by which the Agent is engaged, a
certified  shareholder list prepared, and Intrepid can co-ordinate communication
between  the  issuer  and  its  Transfer  Agent,  if  desired  by  its  client.

                                       16
<PAGE>

     5.  LEGAL  OPINIONS.  Many  different corporate transactions require or are
facilitated  by  a  legal  opinion  by  an attorney. There is no reason why such
opinions  could  not  or  should  not be prepared by the client's own counsel or
independent  counsel of the client's choice. Some clients express the preference
that  certain legal opinions be provided or secured by Intrepid as a part of the
services  selected and requested by the client. Depending upon the nature of the
opinion  required,  Intrepid's  counsel may be able to provide appropriate legal
opinions  on  the  issuer's behalf of for the issuer's benefit; provided that at
all  times material to such participation, and to any participation, by Intrepid
Counsel, it be clearly and expressly understood that Intrepid Counsel is counsel
to  Intrepid,  and not to the Issuer, and that should the Issuer request for its
own benefit that Intrepid Counsel be regarded or referred to as  Special Counsel
to  the  Issuer,  it  be  understood and intended that any such participation be
limited  to the specific purposes for which Intrepid may have been retained, and
limited  to  the  specific  tasks  requested of Intrepid which are appropriately
referred to its Counsel. Intrepid Counsel shall not become or be construed to be
an  advisor or confidant of any client outside the scope of activities requested
by  the  Client of Intrepid. Intrepid Counsel shall be available to consult with
Client's  counsel  in  a  normal  and professional manner, in furtherance of the
responsibilities  assigned  to  Intrepid  by  the  client,  or at arms length as
between  Intrepid  and  its  Client.

     6.  REPORTING DOCUMENTS. Intrepid, and its Counsel can assist any issuer in
preparing  and  causing  the  assembly  and filing of reports required of public
companies,  with  information  supplied  by  the issuer. Most common are Annual,
Quarterly  and  Current Reports, for reporting companies, and Issuer Information
Statements  pursuant  respect  to  form  15c2-11  with  respect to non-reporting
companies.

     7.  OFFERINGS  AND  OFFERING DOCUMENTS. Any offering or solicitation of any
transactions  in securities requires careful conformity to law and regulation of
the  United States and possibly State or other local Jurisdictions. Intrepid can
assist  any  issuer-client  in the preparation of offering documents, of several
varieties,  and  Intrepid,  with  the  assistance  of  its  counsel  can provide
information  as  to the apparent availability or non-availability of any form of
offering,  if  requested  by its clients. Intrepid does not conduct offering for
the  issuer, but assists the management of the issuer in doing so. Intrepid does
not  solicit  investors  or  investment  for  its  clients. Intrepid may provide
introductions  which  may  result in negotiations between sophisticated persons,
but Intrepid does not take part in soliciting capital, other than its technical,
clerical,  and  other  specific  support  for  management  activities.  It  is
appropriate  and  proper  that  most  solicitations,  if there are to by any, be
conducted  for  the  issuer  through  registered broker/dealers. Any activity by
Intrepid  in  fund  raising  or  capital  formation  activities  by  or  for  an
issuer-client  shall  be  limited  to  ministerial  performance and execution of
matters  passed  upon  and  directed  by  management.

                                       17
<PAGE>

     8.  MERGERS  AND  ACQUISITIONS.  Intrepid  has  considerable  experience in
assisting  issuers  engaged  in merger, acquisitions or other forms of corporate
reorganizations.  Intrepid does not broker mergers or acquisitions. Intrepid can
provide  substantial assistance to issuers so engaged, with the participation of
its  counsel,  with  respect  to the formal and legal requirements of tendering,
calling shareholder meetings and conducting them properly, preparing minutes and
certifications of shareholder meetings, whether or not proxies be requested, and
executing filing requirements with respect to such transactions before and after
their  consummation  as  may be appropriate. Intrepid does not search for merger
and  acquisition  candidates,  but it is often contacted by such candidates (who
are not its clients). In the event that an introduction by Intrepid results in a
transaction,  Intrepid  will  not claim or receive any finders fee or commission
for  such  introduction, but will continue in its invariable practice of billing
clients  for  time  and  effort  expended  at  pre-agreed  hourly  rates.

     9.  MARKET  COORDINATION,  SHAREHOLDER  AND  BROKER  RELATIONS.  It  is the
function  and  responsibility  of each issuer to deal with relationships arising
from public interest and access to its securities. The volume of calls and kinds
of  technical  information  requested  may  become  burdensome to managements of
limited  size,  resources  or  expertise.  Intrepid  can  accept the ministerial
delegation  of  such  management functions and can participate public relations,
shareholder  relations, broker relations and market co-ordination; provided that
such delegation shall be confined to carrying out corporate policy, and provided
that  information  disseminated  shall be authorized and directed by the issuer,
and  shall  not  include  any  public  or  private  offering,  solicitation  or
advertising,  in  connection  with  any  offer  or  sale  of  securities.

     10.  STRUCTURING  DEALS. Intrepid does not structure deals for its clients.
It  does  present  to  clients  its  knowledge  and  experience  commended  for
consideration  by  management  in  management's development of its own plans and
programs.  Intrepid  neither  recommends  nor  discourages  any  company's going
public.  It offers the following General Considerations for Companies Evaluating
Going  Public,  a  copy  of  which  is  provided  herewith.

                                       18
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 44357}]
{"company-data": {"conformed-name": "SNOHOMISH EQUITY CORP", "cik": "0001087026", "assigned-sic": "6770", "irs-number": "330507843", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40164", "film-number": "661104"}, "business-address": {"street1": "219 BROADWAY SUITE 261", "city": "LAGUNA BEACH", "state": "CA", "zip": "92651", "phone": "9492489561"}, "mail-address": {"street1": "219 BROADWAY SUITE 261", "city": "LAGUNA BEACH", "state": "CA", "zip": "92651"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          SNOHOMISH EQUITY CORPORATION

                     (FORMERLY SNOHOMISH EQUITY GROUP, INC)

                                    000-26249
                             COMMISSION FILE NUMBER

  NEVADA                                                              33-0507843
(JURISDICTION  OF  INCORPORATION)        (I.R.S.  EMPLOYER  IDENTIFICATION  NO.)

219  BROADWAY,  SUITE  261,  LAGUNA  BEACH  CA                             92651
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)

ATTORNEY  DISCLOSURE  AND
SPECIAL  RELATIONSHIP  AGREEMENT
(FULL  TITLE  OF  PLAN)

                                 WILLIAM STOCKER
                                 ATTORNEY AT LAW
                     34700 PACIFIC COAST HIGHWAY, SUITE 303
                            CAPISTRANO BEACH CA 92624
                    PHONE (949) 248-9561  FAX (949) 248-1688

                               (AGENT FOR SERVICE)

                                  June 15, 2000

                       CALCULATION OF REGISTRATION FEE (1)
Title of Securities to   Amount to be  Proposed         Proposed    Amount of
be Registered            Registered    Maximum          Maximum     Registration
                                       Offering         Aggregate   Fee
                                       Price per Unit   Offering
                                                        Price
--------------------------------------------------------------------------------
Common Stock                1,550,500  $          0.01  $15,505.00  $        4.09
0.0001 par value              shares        per share
================================================================================
1  The  securities of the Issuer are not presently trading or listed for trading
on the Non-NASDAQ Bulletin Board of the NASD, the NQB Pink Sheets, or elsewhere,
and  has  never  traded.  The  price  is  determined accordingly at the mutually
acceptable  price  of  $0.01  per share, rather than at the nominal par value of
$0.001.

                                        1
PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ( Common Stock ) Registered
under  12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to  one vote; all shares of the class share equally in dividends and liquidation
rights.  Pursuant  to the laws of Nevada a majority of all shareholders entitled
to  vote  at a shareholders meeting regularly called upon notice may take action
as  a  majority  and  give  notice to all shareholders of such action. No market
presently  exists  for  the  securities  of  this  Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  William Stocker, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an  indirect  interest  in  the  securities  requested  to  be  issued.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  he or she reasonably believed to be in or not opposed to the best
interests  of  the  corporation;  and,  with  respect  to any criminal action or
proceeding,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.

     Exhibit  1  hereto  is an Opinion of Counsel respecting the legality of the
issuance  of the securities covered by this Registration Statement. Counsel also
treats  the following facts: the Financial Services Agreement is not a qualified
plan of any kind or sort. Receipt of the Securities covered by this Registration
Statement  will  be  treated  as the equivalent of cash received for services as
ordinary  income.  The Securities are issued in compensation for services at the
rate  of  $0.01  per  share  for  $15,505.00  of  services  performed.
                                        2
Exhibit  2  hereto  is Intrepid International Financial Services Consulting
Agreement.  The  service  providers  mentioned  in  Counsel's  Opinion performed
services  pursuant  to  that  Agreement.

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  on  June  15,  2000.

                          SNOHOMISH EQUITY CORPORATION

                     (formerly SNOHOMISH EQUITY GROUP, INC)

      /S/ Pete Chandler          /S/ Susan Sanchez
      Pete Chandler              Susan Sanchez
      President/Director         Secretary-Treasurer/Director

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1
                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
LAW OFFICES OF
                                 William Stocker
                     34700  Pacific Coast Highway, Suite 303
                            Capistrano Beach CA 92624
                   phone  (949)  248-9561    fax (949)248-1688

                                  June 15, 2000

To  the  President  and  the
Board  of  Directors
Snohomish  Equity  Corporation
219  Broadway,  Suite  261
Laguna  Beach  CA  92651
     re:  Opinion  of  Special  Counsel
     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form S-8 to compensate consultants in the amount of $15,505.00
in the form of 1,550,500 shares of common stock to be registered thereby. It has
been fully disclosed that I am General Counsel for Intrepid International, Ltd.,
whose  personnel,  including  myself  are  listed  service  providers.
Service Provider  Service  Hour    Amount      Amount
                  Hours    Rate    $           Shares
                                   Indicated       @0.01
--------------------------------------------------------
J. Dan Sifford      16.50     150     2475.00    247,500
--------------------------------------------------------
Jena Minnick         9.00     125     1125.00    112,500
--------------------------------------------------------
Karl Rodriguez       1.00     250      250.00     25,000
--------------------------------------------------------
Susan C. Sanchez     0.50      85       42.50      4,250
--------------------------------------------------------
Shane Goreski        7.50      85      637.50     63,750
--------------------------------------------------------
William Stocker     43.90     250   10,975.00  1,097,500
--------------------------------------------------------
Totals              78.40  945.00   15,505.00  1,550,500
========================================================
I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's  Common  Stock  is  Registered  pursuant  to  12(g)  of  the Securities
Exchange  Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The Financial Services Agreement is not a qualified plan of any kind or sort and
is  not  qualified  for any special tax treatment under State or Federal Law. If
and  when  issued, the securities would be and must be treated as the equivalent
of  cash  paid  and  received back as the purchase of securities. The Securities
would  be issued in compensation for services at the rate of $0.01 per share for

                                        5
$15,505.00  of services performed. These services were duly invoiced pursuant to
an  agreed time-fee agreement, and none of the services billed or performed were
direct or indirect commissions or compensation for raising funds for the Issuer,
or  for  maintaining  any  market  in  securities  of  the  Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                                 /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        6
--------------------------------------------------------------------------------
                                     EXHIBIT
                             INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT
--------------------------------------------------------------------------------

                                        7
INTREPID INTERNATIONAL
                               FINANCIAL SERVICES
                              CONSULTING AGREEMENT

THIS  AGREEMENT  is  made  by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter "IIL"), and Snohomish Equity Corp. a Nevada Corporation,
(hereafter "Client" )  and dated January 1, 1999. In consideration of the mutual
promises  terms  and  conditions herein set forth, the parties agree as follows:

     1.  RETAINER  AGREEMENT. Intrepid International, Ltd. is hereby retained as
financial  services  consultants  for  the  Client, consistent with that certain
Description  of Mission and Services Offered, a copy of which is Attachment 1 to
this  Consulting  Agreement, and incorporated herein by this reference as though
fully  set  forth  herein. Among the services to be provided and contemplated by
this  arrangement  are the services of its President, Kirt W. James (billable at
$125.00/hr),  its prime consultant, J. Dan Sifford Jr. (billable at $200.00/hr),
and  such  incidental  secretarial  services  (billable  at $85.00/hr) as may be
reasonably  and  necessarily performed by its secretary. Additional services may
be  performed  by  subcontractors  of  IIL,  subject to arrangements approved by
Client  in  advance.

     2.  SERVICES.  IIL  agrees  to  provide,  as requested, the widest possible
range of and Financial Consulting services, to Management of Client, subject to,
limited  by and consistent with that certain Description of Mission and Services
Offered,  a  copy  of  which  is  Attachment 1 to this Consulting Agreement, and
incorporated  herein  by  this  reference as though fully set forth herein. Such
services  include,  as  requested  by  Client, coordination of public relations,
shareholder  relations,  audit  coordination,  certificate  and  transfer
coordination,  coordination  of  relationships  with  market-makers  and  broker
dealers in the securities of Client and consulting services, incidental analysis
and,  where  appropriate,  and  subject  to the accompanying Attorney Disclosure
Agreement, written legal opinions by IIL Counsel acting, as requested by Client,
as  Special  Securities  Counsel with Limited Authority, and the preparation and
coordination  of annual, quarterly and current filings as may be required of the
Client  pursuant  to  the Securities and Exchange Act of 1934 and Regulations of
the  Securities  and  Exchange  Commission promulgated pursuant to the 1934 Act.

     3.  COMPENSATION.  In consideration for such services, Client agrees to pay
IIL  pursuant  to  fee  schedule  set  forth  in paragraph 1 above. Billings for
services  shall  be  invoiced  by  IIL  and  paid  upon  receipt.

     4.  PAYMENT OF EXPENSES. IIL must secure in writing approval in advance for
any  expense that may be contracted on behalf of Client in excess of $400 in the
aggregate.  Expenses,  if  approved,  are  to  be  invoiced by IIL and paid upon
receipt.  In  addition  to  charges  for services, Client will be billed for all
normal  and  incidental  identifiable  costs  such as copying charges, telephone
expenses,  delivery  fees,  filing fees, and transcription fees; however, travel
expenses,  expert  witness  fees  and  other  extraordinary  charges will not be
incurred  without  prior  approval.

     5.  UNPAID  CHARGES.  It is agreed that if at any time any invoice rendered
by  this  Firm  to Client for investment banking, appropriate legal services and
expenses  remains  unpaid  for any reason for longer than 30 days, we shall have
the right to discontinue performance of further services and to withdraw as your
attorneys,  regardless  of the status of any matter in which we will be involved
and  regardless  of any event or proceeding which may then be pending, unless we
have  reached  a  subsequent  written  agreement  with  respect  thereto.

                                        8
6.  LATE  CHARGES.  An  amount  past due will incur a late charge, after 30
days,  of  1.5%  per  month  (18%  per  annum) of the total unpaid balance. Late
charges  will  continue  to accrue at the same rate on any unpaid balance during
any  collection  efforts  and  until  the  entire bill is paid in full, unless a
subsequent  agreement  with  respect  to  such  charges  is  made and reduced to
writing.  Should  it  become  necessary  to  seek  collection  of  any  past due
statement,  you  agree  to  pay  all  reasonable  costs  of collection including
reasonable  attorneys'  fees  and  all  interest  incurred.

     7.  ARBITRATION  OF ANY DISPUTES. It is agreed that any dispute arising our
of  this  Agreement,  or  the Firm's representation of you, shall be resolved by
binding  arbitration  in  Las  Vegas,  Nevada,  by  the  American  Arbitration
Association.

     8.  LIABILITY  OF  IIL. In furnishing Client with advice and other services
as  requested,  neither  IIL  nor  any owner, employee or agent of IIL, shall be
liable  to  Client  or  its  creditors  for  ordinary  errors of judgment or for
anything  except  gross  negligence,  wilful  malfeasance,  or bad faith, in the
performance  of  its  duties or reckless disregard of its obligations and duties
under  the terms of this agreement. It is further understood and agreed that IIL
may rely upon information furnished to it reasonably believed to be accurate and
reliable  and  that, except as herein provided, IIL shall not be accountable for
any  loss  suffered  by Client by reason of Client's action or non-action on the
basis  of  advice,  recommendation  or approval of IIL, its owners, employees or
agents.

     9.  GOOD  FAITH  AND  FAIR  DEALING.  All  parties to this agreement hereby
covenant expressly to deal with each other honestly, fairly and in good faith in
all  respects,  and  to provide each other with reasonable further assurances in
furtherance  of  their  mutual  performances  with  respect  to  this Agreement.

     10.  INDEPENDENT  CONTRACTOR.  IIL  is and shall at all times be understood
and deemed to be an independent contractor without authority to act or represent
Client  or  its  clients,  except  as  provided or authorized in this agreement.

     11.  NON-EXCLUSIVITY.  Client  recognizes  and  acknowledges  that  this
agreement  is non-exclusive, and that accordingly IIL now renders and may in the
future  render  services  to  other  clients,  some  of which may be of a nature
similar  to  those  agreed  to  be  performed herein, or to clients with similar
businesses,  needing similar advice. IIL is and shall be free to render any such
service or advice and shall not be required to devote full-time and attention to
its  obligations  under  this  agreement,  but only such amount as is reasonably
necessary.

     12.  CONTROL.  Nothing  contained  herein  shall  be  deemed to require any
action  by  any  Corporation  contrary to law or its constituent documents or to
relieve  the  board  of directors thereof from responsibility for control of the
affairs  of  such  corporation.

     13.  OWNERSHIP  OF  FILES AND RECORDS. Except as to original records or any
records or files which we accept upon the understanding that they belong to you,
it hereby is agreed that all files, copies of documents, correspondence or other
materials  which  we  may  accumulate  in  connection  with your representation,
including  copies  of  materials  filed with any regulatory agency, shall be the
property  of  IIL.  Upon  the termination of the engagement, IIL will return any
property  belonging  to  you  upon  your  request. Copies of our files and other
materials  which IIL may have accumulated during our representation will be made
available  to Client at its expense; however, it is specifically agreed that IIL
shall have the right, in its discretion, to dispose of these files at such times
as  it  determines  reasonably  that such files need not be retained any longer.
After  such  destruction,  such  files  will  no  longer  be  available.

                                        9
14.  TERMINATION.  The term of this agreement shall begin with the complete
execution  hereof,  and  shall continue in effect for until terminated by either
party  in  writing.  Upon  termination,  all  accrued  charges shall be promptly
invoiced  and  paid.

     15.  MISCELLANEOUS.  This  agreement  sets  forth  the entire agreement and
understanding  between  the  parties  and  supersedes  all  prior  discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the  laws of the Client's place of Incorporation if that be Nevada or Texas, and
if  not,  pursuant  to  the  laws  of  the  State  of  Nevada.

     ACCORDINGLY  the  parties  cause  this agreement to be signed by their duly
authorized  representative,  as  of  the  date  written  below.

                          Intrepid International, Ltd.

                                       by

                                 /s/Dan Sifford
                                   Dan Sifford
                         U.S. Authorized Representative

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that  I  am  authorized  to  execute  this  letter  agreement:

                             Snohomish Equity Corp.

Date:7/14/99     By

                                /s/Pete Chandler
                                  Pete Chandler
                                    President

                                       10
Attachment 1

                   DESCRIPTION OF MISSION AND SERVICES OFFERED

                                       11
Intrepid International, S. A.
                   DESCRIPTION OF MISSION AND SERVICES OFFERED

                              I.  MISSION STATEMENT

     INTREPID  INTERNATIONAL,  S.  A.  (  the  Company ) was incorporated in the
Republic  of  Panam  in  1984  to  offer  financial services to natural resource
companies,  primarily  those engaged in the production of oil and gas. Following
the world wide collapse of oil prices in the mid-eighties, the Company broadened
the  focus  of  its  universe  of  support  services to include a wider range of
companies, with an emphasis on public companies and private companies, companies
engaged  in the transition from privately held to publicly held, and development
stage  companies, whether public or private, requiring professional business and
corporate  guidance.  In  August  of  1997  the  Company  sought a United States
Representative  and  entered  into  a relationship with a group of corporate and
business  specialists  who,  after contracting with the Company, incorporated as
INTREPID  INTERNATIONAL,  LTD.  (  Intrepid  US  )  to  provide  the  required
representation  and agency for the Company in North America and Europe. Intrepid
US  is  incorporated  in  the  State  of  Nevada.

     Intrepid  enjoys a wide range of brokerage community and financial services
relationships  which form the basis of its ability to introduce client companies
to  consultants,  professionals, broker dealers and others who may be of service
to  client  companies  in  pursuing  the  business plan and other objectives the
client  may  have.

     Intrepid is not an investment banker, nor a broker or dealer in securities.
Intrepid  is  a  provider  of  technical  support  services to client companies.
Intrepid  does  not  practice  law  or supply legal services generally, however,
Intrepid's counsel may, under appropriate circumstances be available to client's
counsel,  where  such  assistance  is  requested  and  appropriate.

     Intrepid  provides  its  services  on a negotiated time/fee basis. Intrepid
does  not  provide services for commissions based upon the success or failure of
any  corporate program, and Intrepid is not a fund-raiser or a source of capital
financing.  However,  sources  of capital financing exist, and Intrepid is often
able  to  provide  the introductions to suitable professionals, business brokers
and  securities  professionals who may be able to assist an issuer in developing
or  executing  such  fund  raising  programs  as  the  issuer  may  adopt.

     The principal focus and benefit of the services offered by Intrepid are not
its  client's  capital formation nor fund raising activities, but the refinement
of  client's  business  plan, analysis of its corporate structure, evaluation of
its  current filing status and filing responsibilities, currency and accuracy of
financial  information and auditability or status of current and past audits and
audit  procedures,  to  assist  managers in making the conceptual and procedural
transitions  imposed  upon Officers and Directors, with respect to shareholders,
shareholder  rights,  and  maintenance  of  the kinds current public information
necessary  to  position  a  company  to  consider public trading of its existing
securities,  and  to maintain its impeccability as a publicly trading company if
and  when  its  securities  are  exposed  to  the  public  markets.

                                       12
Accordingly,  the  mission  of  Intrepid  is  to assist client companies in
avoiding  costly  mistakes  and  pitfalls in corporate management, going public,
being  public,  and  in  handling  the  various  different  relationships  with
professionals  and  the  public  which are appropriate, practical, efficient and
cost-effective  in  managing  a  public  corporation.

                            II.  SERVICES TO ISSUERS

     Every  Corporation  and  Issuer  of  Securities  is unique. Its businesses,
structure,  aspirations  status and time horizons are particular to the interest
of its shareholders, and the policies of its Management. Intrepid's services may
address  the  full  spectrum  of  corporate  situations.

     A.  PUBLIC  AND  PRIVATE  COMPANIES

     1.  CLOSELY  HELD  PRIVATE COMPANIES are corporations, limited partnerships
and  limited  liability  companies,  held  by  a  relatively  small  group  of
shareholders, often the founders, and usually not less than two nor more than 35
shareholders.  Typically, the shareholders know each other and/or some or all of
the  managers.  Such  a  company  may have determined to stay small and never go
public. Such a company may intend to grow, and keep open the vision of expanding
into  public  ownership  at some future time. There are important considerations
for  mangers  of  this  latter  group, chiefly the understanding that all public
companies  must be auditable. This means not only that books and records be kept
in  an  orderly and consistent manner, but that some corporate understanding the
special  accounting  rules  of  Regulation SX (promulgated by the Securities and
Exchange  Commission)  be  developed  and  considered  in  connection  with  the
acquisition  of  assets  or  the issuance of stock for property or other rights,
particularly.  It  is also important to develop an understanding, policy, format
and consistent procedure for meetings of Directors, Shareholders and maintaining
proper  corporate  minutes,  from  inception  and  thereafter.

     2.  MORE  WIDELY  HELD  PRIVATE COMPANIES are companies whose securities do
not  trade  on  any  public market, but which have a growing shareholder base no
longer  characterized  by  personal  relationships  between  shareholders  and
management. Such companies may wish to remain private; however, pressure to deal
with  public  company  issues may arise, invited or not, as the shareholder base
expands,  the business grows in profitability, size and extent of operations and
the passage of time, the passing of original shareholders and the inheritance of
ownership  by  a family group, the need to attract new investment, the desire of
original owners to retire and to develop an exist strategy for the sale of their
business or ownership thereof. Going public is a series of successive headaches,
best  cured  by  knowledge  of  potential  pitfalls  and  early  preparation for
eventualities.  The  best  policy  is  always  to  gather  information early and
prepare.

                                       13
3.  PUBLIC  COMPANIES  come  in  more  than  one  distinctive  status, with
different  corporate responsibilities and opportunities. It is essential for all
issuers  of  any  size  and  status  to  be  mindful  of  anti-fraud and similar
provisions  in  connection  with  any  transaction  in  securities.

      (a)  15C2-11 COMPANIES are those which do not and are not required to file
reports  directly to the Securities an Exchange Commission, but whose securities
trade  over-the-counter,  normally  on  the OTC Bulletin Board maintained by the
NASD.  The  OTC  Bulletin board is not and must not be confused with NASDAQ. The
term  the  over  the  counter market  was once used to refer to NASDAQ, but that
reference  or the use of that terminology today is inappropriate and potentially
wrongful.  A  15c2-11  company has not registered the issuance of its securities
under  the  Securities  Act  of  1933,  nor  has  it registered any class of its
securities for trading under the Securities Exchange Act of 1934. Such a company
has  acquired  its shareholder base by one or more private placements or limited
public  offerings,  perhaps  pursuant  to Regulations A or D, or other exemption
available  under  the  1933  Securities  Act  or  promulgated  by the Commission
pursuant  to  the 1933 Act.  15c2-11 Companies, which do not report to SEC, must
report  to current information to their market makers and others with respect to
a  form  commonly called their  15c2-11 Report . The company must be audited and
the audit must be brought current at least each fiscal year, and preferably more
often.  Current  unaudited  financial  statements  are  important  between audit
cycles,  and  changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the  public.  Failure  to  do so may result in de-listing, stop trading, or even
liability  in  extreme  cases.

          The  OTCBB is in transition to phase in the requirement that companies
be  or  become  reporting  companies.

      (b)  15(D) COMPANIES are those which have issued securities pursuant to an
effective  Registration  Statement,  under the Securities Act of 1933. While the
securities  of such companies do not trade on NASDAQ or any National or Regional
Exchange,  such  companies  are  required  to  furnish Annual Reports, Quarterly
Reports,  and  Current  Reports,  in the forms prescribed by the Commission. The
securities of such companies may trade on the OTC Bulletin Board, or not at all.
The  reporting  requirements  are  not contingent upon whether such a company is
active, trading, or not. It is vital that the financial and other information be
gathered  at  the  end  of  each reporting cycle and that it be presented in its
appropriate  form  and  properly  and  propitiously  filed.

      (c)  SECTION13 COMPANIES are those with securities that do trade on NASDAQ
or  an  Exchange,  or  even  if  not  trading,  which have a class of securities
registered  under  Sub  Section 12(b) or 12(g) of the Securities Exchange Act of
1934. Such Issuers have extensive additional reporting requirement under Section
13  of  the  1934  Act  and  Regulations promulgated with respect thereto. These
companies  must  be  concerned with reports of insider trading, and must observe

                                       14
special  rules  for  calling  shareholder  meetings  whether  or not proxies are
solicited,  among  other  specific  and  detailed  requirements.

      (d)  THE MOST COMMON PITFALL of private companies which have become public
by  submission through a broker/dealer (market maker) to the NASD for permission
to  publish  a  quote on the OTC Bulletin Board is quite simply stated: once the
Company  is  up,  and  conditions change, or time passes, the public information
concerning  the  company grows stale. Companies must maintain a regular updating
process,  chiefly  of  financial  information,  un-audited  quarterly  financial
statements, and an annual year-end audit. 15c2-11 Companies, which do not report
to  SEC,  must  report  to current information to their market makers and others
with  respect  to  a  form  commonly  called  their  15c2-11  Report . Reporting
Companies use SEC forms and file quarterly, annually. Current significant events
must  be  disclosed  promptly  in  any case. The company must be audited and the
audit  must  be  brought  current at least each fiscal year, and preferably more
often.  Current  unaudited  financial  statements  are  important  between audit
cycles,  and  changes in the business and operations of the company, significant
share ownership information, and other material information must be available to
the  public.  Failure  to  do so may result in de-listing, stop trading, or even
liability  in  extreme  cases.

     B.  INTREPID  OFFERS  technical,  clerical,  and  professional  support for
private  and  public issuers at each of the stages of corporate development. Its
particular  services are those that the particular issuer requires and requests.
Intrepid  has  no  fixed  program. It can provide some or all of the appropriate
services,  to  complement  and  support  the  skills,  knowledge, experience and
availabilities  of  corporate  management.

     1.  AUDIT  COORDINATION.  The  basic  and  fundamental focus of responsible
corporate  management  is  the  maintenance  of  proper financial information in
auditable  form. A company which is not auditable cannot go public, and may find
itself  unsalable  even  privately.  A  public  company cannot acquire a private
company  or  its  business  unless the target of acquisition is capable of being
audited.  Reg  SX audits involve special considerations and must be conducted by
auditors  professionally  equipped, and preferably experienced, for doing audits
designed to meet the standards and possible review by NASD and/or SEC examiners.
The  audit is the table on which the house of cards rests. Its importance cannot
be  overstated.  Many  issuers  find  it  useful  to  obtain  audit coordination
services,  to  assist  them  in communicating effectively with their independent
auditor,  and in identifying the information to be gathered for the auditor, and
submitting  such  information  in  the  form  must  useful  to  the  auditor for
efficiency  and accuracy. Intrepid can provide references to any one or all of a
number  of  experienced  auditors,  with  special  expertise in various business
segments,  or can assist the issuer in working with any qualified auditor of its
choice.  Intrepid  can  evaluate  the adequacy of audit procedures and alert the
issuer  if  something not considered should require attention. Intrepid does not
conduct  audits  or  instruct  or  control auditors or the results of any audit.
Intrepid  facilitates effective communication between auditor and issuer, if and

                                       15
as  desired by its clients. Intrepid's evaluation of auditors for its clients is
limited  to  whether  the  designated  auditor  is  effectively  conversant with
Regulation  SX,  and  whether  the auditors experience and qualifications appear
reasonably  suitable  for  the  size  and  scope  of  the  audit  required.

     2.  BUSINESS  PLANS  AND MISSION STATEMENTS are important documents for any
corporation  public  or private. The Mission Statement sets for the goals of the
business.  The  Business  Plan  describes  the  business,  its  personnel,  its
operations, earnings, facilities and perhaps its projections for future years of
operation  based  upon  assumptions  carefully considered. The effectiveness and
credibility  of these documents, for any purpose, depends upon their meeting the
formal  and  contextual  expectations  of persons who read such plans regularly.
Intrepid can assist any company in development of such documents to any standard
the  client  may require. Such documents are not offering documents. They should
not  be confused with offers of securities or solicitations of investment. While
they  may  be  useful  in  connection  with  such activities, offering documents
require  special  attention  and  must  never  be  casually  constructed  or
disseminated.

     3.  BUSINESS  VALUATION  AND  APPRAISALS  are  often  useful  to owners and
managers  of business. Intrepid can provide detailed professional evaluation and
appraisals  of any going concern, which meet the highest professional standards.
Such  appraisals  may  be useful for internal information, or in connection with
purchase  or  sale  of  a  given  business.  Such  Valuations  and Appraisals of
businesses  are  not  audits  or  financial  statements respecting the issuer of
securities and should not be confused with offers of securities or solicitations
of  investment.  While  they  may  be useful in connection with such activities,
offering  documents  require  special  attention  and  must  never  be  casually
constructed  or  disseminated.

     4.  CERTIFICATE  AND  TRANSFER AGENCY. Intrepid is not a Transfer Agent nor
Agent  for  maintaining  the  Certificate  and  Transfer  Records  of  its
issuer-clients.  Many  small  or  private issuers maintain their own records and
perform  their  own Certificate and Transfer function. When the securities of an
issuer  are  traded  publicly,  or  when  private transactions become other than
routine and rare, the company should retain the services of a bonded Certificate
and  Transfer  Agent,  for  its  own  protection  and  to insure the orderly and
professional  handling  of  its  Certificate and Transfer function. Intrepid can
recommend  such  agencies  from  a  number  of  reputable choices, and, whatever
choice,  can  assist and coordinate the process by which the Agent is engaged, a
certified  shareholder list prepared, and Intrepid can co-ordinate communication
between  the  issuer  and  its  Transfer  Agent,  if  desired  by  its  client.

                                       16
5.  LEGAL  OPINIONS.  Many  different corporate transactions require or are
facilitated  by  a  legal  opinion  by  an attorney. There is no reason why such
opinions  could  not  or  should  not be prepared by the client's own counsel or
independent  counsel of the client's choice. Some clients express the preference
that  certain legal opinions be provided or secured by Intrepid as a part of the
services  selected and requested by the client. Depending upon the nature of the
opinion  required,  Intrepid's  counsel may be able to provide appropriate legal
opinions  on  the  issuer's behalf of for the issuer's benefit; provided that at
all  times material to such participation, and to any participation, by Intrepid
Counsel, it be clearly and expressly understood that Intrepid Counsel is counsel
to  Intrepid,  and not to the Issuer, and that should the Issuer request for its
own benefit that Intrepid Counsel be regarded or referred to as  Special Counsel
to  the  Issuer,  it  be  understood and intended that any such participation be
limited  to the specific purposes for which Intrepid may have been retained, and
limited  to  the  specific  tasks  requested of Intrepid which are appropriately
referred to its Counsel. Intrepid Counsel shall not become or be construed to be
an  advisor or confidant of any client outside the scope of activities requested
by  the  Client of Intrepid. Intrepid Counsel shall be available to consult with
Client's  counsel  in  a  normal  and professional manner, in furtherance of the
responsibilities  assigned  to  Intrepid  by  the  client,  or at arms length as
between  Intrepid  and  its  Client.

     6.  REPORTING DOCUMENTS. Intrepid, and its Counsel can assist any issuer in
preparing  and  causing  the  assembly  and filing of reports required of public
companies,  with  information  supplied  by  the issuer. Most common are Annual,
Quarterly  and  Current Reports, for reporting companies, and Issuer Information
Statements  pursuant  respect  to  form  15c2-11  with  respect to non-reporting
companies.

     7.  OFFERINGS  AND  OFFERING DOCUMENTS. Any offering or solicitation of any
transactions  in securities requires careful conformity to law and regulation of
the  United States and possibly State or other local Jurisdictions. Intrepid can
assist  any  issuer-client  in the preparation of offering documents, of several
varieties,  and  Intrepid,  with  the  assistance  of  its  counsel  can provide
information  as  to the apparent availability or non-availability of any form of
offering,  if  requested  by its clients. Intrepid does not conduct offering for
the  issuer, but assists the management of the issuer in doing so. Intrepid does
not  solicit  investors  or  investment  for  its  clients. Intrepid may provide
introductions  which  may  result in negotiations between sophisticated persons,
but Intrepid does not take part in soliciting capital, other than its technical,
clerical,  and  other  specific  support  for  management  activities.  It  is
appropriate  and  proper  that  most  solicitations,  if there are to by any, be
conducted  for  the  issuer  through  registered broker/dealers. Any activity by
Intrepid  in  fund  raising  or  capital  formation  activities  by  or  for  an
issuer-client  shall  be  limited  to  ministerial  performance and execution of
matters  passed  upon  and  directed  by  management.

                                       17
8.  MERGERS  AND  ACQUISITIONS.  Intrepid  has  considerable  experience in
assisting  issuers  engaged  in merger, acquisitions or other forms of corporate
reorganizations.  Intrepid does not broker mergers or acquisitions. Intrepid can
provide  substantial assistance to issuers so engaged, with the participation of
its  counsel,  with  respect  to the formal and legal requirements of tendering,
calling shareholder meetings and conducting them properly, preparing minutes and
certifications of shareholder meetings, whether or not proxies be requested, and
executing filing requirements with respect to such transactions before and after
their  consummation  as  may be appropriate. Intrepid does not search for merger
and  acquisition  candidates,  but it is often contacted by such candidates (who
are not its clients). In the event that an introduction by Intrepid results in a
transaction,  Intrepid  will  not claim or receive any finders fee or commission
for  such  introduction, but will continue in its invariable practice of billing
clients  for  time  and  effort  expended  at  pre-agreed  hourly  rates.

     9.  MARKET  COORDINATION,  SHAREHOLDER  AND  BROKER  RELATIONS.  It  is the
function  and  responsibility  of each issuer to deal with relationships arising
from public interest and access to its securities. The volume of calls and kinds
of  technical  information  requested  may  become  burdensome to managements of
limited  size,  resources  or  expertise.  Intrepid  can  accept the ministerial
delegation  of  such  management functions and can participate public relations,
shareholder  relations, broker relations and market co-ordination; provided that
such delegation shall be confined to carrying out corporate policy, and provided
that  information  disseminated  shall be authorized and directed by the issuer,
and  shall  not  include  any  public  or  private  offering,  solicitation  or
advertising,  in  connection  with  any  offer  or  sale  of  securities.

     10.  STRUCTURING  DEALS. Intrepid does not structure deals for its clients.
It  does  present  to  clients  its  knowledge  and  experience  commended  for
consideration  by  management  in  management's development of its own plans and
programs.  Intrepid  neither  recommends  nor  discourages  any  company's going
public.  It offers the following General Considerations for Companies Evaluating
Going  Public,  a  copy  of  which  is  provided  herewith.

                                       18