Edgar Filing: TENET INFORMATION SERVICES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TENET INFORMATION SERVICES, INC.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
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TENET INFORMATION SYSTEMS, INC.
2005 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of Tenet Information Systems, Inc. will be
held at the offices of Let's Go Aero, Inc. 3380 North El Paso Street, Suite G
Colorado Springs, CO 80918 on April 29, 2005, at 10:00 a.m.

TENET INFORMATION SYSTEMS, INC.

March 31, 2005

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of TENET
INFORMATION SERVICES, INC. to be held at 10:00 a.m., April 29, 2005, at the
offices of Let's Go Aero, Inc., 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918.

In connection with the Annual Meeting, enclosed herewith is the Proxy Statement
and Proxy. Additionally, enclosed find our Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2004. We are requesting your approval of a number of
proposals which are very important to the Company's future success. Therefore,
whether or not you expect to attend the meeting in person, it is imperative that
your shares be voted at the meeting. At your earliest convenience, please
complete, date and sign the Proxy and return it in the enclosed, envelope
furnished for that purpose.

Following the consideration of the proposals by the shareholders, management
will present a current report on the activities of the Company. At the meeting,
we will welcome your comments on or inquiries about the business of the Company
that would be of interest to shareholders generally.

I look forward to seeing you at the Annual Meeting. In the meantime, please feel
free to contact me with any questions you may have.

Sincerely,

/s/ Marty L. Williams
------------------------------
Marty L. Williams
Chairman and Chief Executive Officer

TENET INFORMATION SERVICES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON April 29, 2005
----------------------------

To Our Shareholders:

The Annual Meeting of Shareholders of Tenet Information Services, Inc., a Utah
corporation (the "Company"), will be held at 10:00 a.m., April 29, 2005, at the
offices of Let's Go Aero, Inc., 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918, for the following purposes:

1. The election of Marty L. Williams, Sara Williams and Eric Nickerson as
Directors;

2. To change the name of the Company to LGA, Inc.;

3. To approve and adopt the 2005 Equity Incentive Plan;

4. To act upon a proposal to ratify the appointment of Cordovano and
Honeck, Inc., Certified Public Accountants, as the independent public
accountants of the Company for fiscal 2005; and

5. To transact such other business as may properly come before the Annual
Meeting and any and all adjournments thereof.

The Board of Directors has fixed the close of business on March 31, 2005, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and any and all adjournments thereof.

You are cordially invited to attend the meeting in person. Whether or not you
expect to attend the meeting in person, please promptly mark, sign and date the
enclosed proxy and return it in the envelope provided for that purpose.

By Order of the Board of Directors,

/s/ Marty L. Williams
----------------------------------------
Marty L. Williams
Chairman and Chief Executive Officer

Tenet Information Services, Inc.
Proxy Statement

SOLICITATION OF PROXY, REVOCABILITY AND VOTING

The enclosed proxy is solicited on behalf of the Board of Directors of Tenet
Information Services, Inc., a Utah corporation, (the "Company" or "Tenet") for
use at the 2005 Annual Meeting of Shareholders (the "Annual Meeting"), to be
held at the Company's principal executive offices 10:00 a.m., on April 29, 2005.

Only holders of Common Stock of record at the close of business on March 31,
2005, will be entitled to notice of and to vote at the Annual Meeting. Each
share of Common Stock is entitled to one vote on all matters to come before the
Annual Meeting. On March 31, 2005, the record date for the Annual Meeting, the
Company had issued and outstanding 8,029,074 shares of Common Stock, no par
value ("Common Stock").

The Company's principal executive offices are located at 3380 North El Paso
Street, Suite G, Colorado Springs, CO 80918. The approximate date on which this
Proxy Statement and the accompanying proxy are first being sent to shareholders
is March 31, 2005.

Quorum And Voting

The presence, in person or by proxy, of the holders of a majority of the votes
entitled to be cast by the shareholders entitled to vote generally at the Annual
Meeting is necessary to constitute a quorum. Votes withheld for director
nominees and abstentions on the other proposals to be considered at the Annual
Meeting will be counted in determining whether a quorum has been reached, but
the failure to execute and return a proxy will result in a shareholder not being
considered present at the meeting. The holders of the Common Stock vote on all
matters to be submitted to shareholders at the Annual Meeting. If a quorum is
not present at the Annual Meeting, we expect that the Annual Meeting will be
adjourned or postponed to solicit additional proxies.

Assuming the presence of a quorum, generally the adoption of a proposal by the
shareholders requires the affirmative vote of the holders of at least a majority
of all shares casting votes in person or by proxy at the Annual Meeting.
Directors are elected by a plurality, and the three nominees who receive the
most votes will be elected. Abstentions and broker non-votes will not be taken
into account to determine the outcome of the election of directors or the
approval of any proposal. Approval of all of the remaining proposals will
require the affirmative vote of the holders of at least a majority of all shares
casting votes in person or by proxy at the Annual Meeting. Only shares
affirmatively voted for a proposal, including properly executed proxies that do
not contain voting instructions, will be counted as favorable votes for that
proposal. Brokers who hold shares of stock in street name for customers and who
indicate on a proxy that the broker does not have discretionary authority to
vote those shares as to a particular matter are referred to as broker non-votes.
Broker non-votes will have no effect in determining whether a proposal will be
adopted at the Annual Meeting although they would be counted as present for
purposes of determining the existence of a quorum. Abstentions as to a
particular proposal will have the same effect as votes against such proposal.

Revocability Of Proxies

Shares represented by proxies, if properly signed and returned, will be voted in
accordance with the specifications made thereon by the shareholders. Any proxy
not specifying to the contrary will be voted in favor of the adoption of all of
the proposals referred to in the Notice of Annual Meeting and for the three
nominees for Director listed below. A shareholder who signs and returns a proxy
may revoke it any time before it is voted by the filing of an instrument
revoking it or a duly executed proxy bearing a later date with the Secretary of
the Company. Your mere attendance at the Annual Meeting will not revoke your
proxy.

Solicitation

The cost of soliciting proxies will be borne by the Company. Such solicitation
will be made by mail and may also be made on behalf of the Company by the
Company's Directors, officers or employees in person or by telephone, facsimile
transmission or telegram. Security holders that share an address and are
receiving multiple copies of annual reports or proxy statements may contact the
Company to request that only 1 copy of an annual report or proxy statement be
sent to that address in the future: 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918; Telephone: 719-630-3800.

SECURITY OWNERSHIP

The following table sets forth, as of March 31, 2005, the beneficial ownership
of the Common Stock of each of the Company's Directors and executive officers
and any beneficial owner of more than five percent of the Common Stock, as well
as by the Company's Directors and executive officers as a group. Except as set
forth below, the Company is not aware of any beneficial owner of more than five
percent of the Common Stock. Except as otherwise indicated, the Company believes
that the beneficial owners of the Common Stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

On March 31, 2005, 8,029,074 shares of our Common Stock were outstanding.

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Percentage of
Name and Address of Beneficial Owner as Number of Tenet Outstanding
of March 31, 2005 Position Common Shares Held Shares Held
------------------------------------------- ----------------- -------------------- -------------------

Marty Williams (1, 2) President, 2,722,490 30.3
5565 Teakwood Terrace Chief Executive
Colorado Springs, CO 80918 Officer,
Director
------------------------------------------- ----------------- -------------------- -------------------
Sara Williams (1, 3) Secretary, 2,722,490 30.3
5565 Teakwood Terrace Treasurer,
Colorado Springs, C) 80918 Director
------------------------------------------- ----------------- -------------------- -------------------
Eric J. Nickerson (4) Director 3,239,264 28.3
1711 Chateau Ct.
Falston, MD 21047
------------------------------------------- ----------------- -------------------- -------------------
Floyd Murray NA 1,358,610 16.6
13020 Caraway Dr.
Sun City West, AZ 85375
------------------------------------------- ----------------- -------------------- -------------------
Matthew Tynan (5) NA 488,389 6.0
Tynan's VW
700 S. Havana
Denver, CO 80012
------------------------------------------- ----------------- -------------------- -------------------
Matthew Drabczyk (6) NA 553,051 6.6
Restaurant Interiors, Inc.
5530 Joliet St.
Denver, CO 80239
------------------------------------------- ----------------- -------------------- -------------------
Third Century II (7) NA 3,239,264 28.3
1711 Chateau Ct.
Falston, MD 21047
------------------------------------------- ----------------- -------------------- -------------------
All Officers and Directors 5,461,754 48.9
as a Group (3 Persons (8))
------------------------------------------- ----------------- -------------------- -------------------

Notes to Table:

(1) Sara Williams and Marty Williams are husband and wife.

(2) Includes 1,834,160 shares owned as joint tenant with Sara Williams, options
to acquire 194,165 shares and options to acquire 194,165 shares owned by Sara
Williams.

(3) Includes 1,834,160 shares owned as joint tenant with Marty Williams, options
to acquire 194,165 shares and options to acquire 194,165 shares owned by Marty
Williams.

(4) Includes 2,948,017 shares owned by Third Century II and options to acquire
258,886 shares owned by Third Century II. Mr. Nickerson is Senior Partner of the
investment company Third Century II. Mr. Nickerson disclaims beneficial
ownership of all of the shares and options owned by Third Century II. Includes
245,000 shares of Tenet owned by Third Century II prior to Tenet's acquisition
of LGA.

(5) Includes options to acquire 294,165 shares.

(7) Includes 32,361 shares owned by Eric J. Nickerson.

(8) The Directors are Marty Williams, Sara Williams and Eric J. Nickerson and
includes the shares deemed directly or indirectly beneficially owned by each of
them.

Note: Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares subject to options, warrants and
convertible notes currently exercisable or convertible, or exercisable or
convertible within 60 days are deemed outstanding for computing the percentage
of the person or entity holding such securities, but are not outstanding for
computing the percentage of any other person or entity. Except as indicated by
footnote, and subject to community property laws where applicable, the persons
named in the table above have sole voting and investment power with respect to
all Shares shown as beneficially owned by them.

ELECTION OF DIRECTORS

The shareholders are being asked to elect three directors, who will comprise the
entire Board of Directors of the Company, to serve until the next annual meeting
of shareholders or until their successors are duly elected and qualified. All of
the nominees are current members of the Board of Directors.

Although the Board of Directors has no reason to believe any of the nominees
will be unable to accept such nomination, if such should occur, proxies will be
voted (unless marked to the contrary) for such substitute person or persons, if
any, as shall be recommended by the Board of Directors. However, proxies will
not be voted for more than three Directors. Shareholders who do not wish their
shares to be voted for a particular nominee may so direct in the space provided
on the proxy card.

The Board of Directors has nominated, and recommends the election of, the three
persons listed below to serve as Directors of the Company. The following
information is furnished with respect to each nominee for election as a
Director:

Directors serve terms of 1 year or until his or her successor has been elected
and qualified.

Name Age Position Director Since
------------------ ----- -------------------------- --------------
Marty Williams* 45 Chief Executive Officer, June 2004
President Director
------------------ ----- -------------------------- --------------
Sara Williams* 36 Secretary, Treasurer, June 2004
Director
------------------ ----- -------------------------- --------------
Eric Nickerson 54 Director June 1990
------------------ ----- -------------------------- --------------
* Marty Williams and Sara Williams are husband and wife.

MARTY WILLIAMS, Chief Executive Officer, President, Director. Mr. Williams was
appointed to his positions upon the acquisition of LGA by Tenet effective June
30, 2004. Mr. Williams has been Chief Executive Officer, President and a
Director of LGA since its inception in 1998. At LGA he is responsible for
establishing and maintaining the corporate mission and culture. He is
responsible for product creation, strategic planning, and the entrepreneurial
spirit. He also directs and coordinates the LGA's financing to provide funding
for new and continuing operations. Mr. Williams' professional experience
includes many different areas in the securities industry where he applied his
knowledge of small business operations, finance, strategic development and
business modeling. As an independent broker at Schneider Securities, Inc.,
Denver, Colorado, from 1988 to 1991 and again from 1993 to 1999, Marty was
principally involved in development of private placement offerings for early
stage companies and the subsequent sales of those offerings. From 1991 to 1993
he was a stock broker with RAF Financial, Denver, Colorado. He has a Bachelor of
Science in Business Administration, University of South Dakota.

SARA WILLIAMS, Secretary, Treasurer, Director. Ms. Williams was appointed to her
positions upon the acquisition of LGA by Tenet effective June 30, 2004. Ms.
Williams has been Treasurer and a Director of LGA since its inception in 1998.
She has been Secretary of LGA since June 30, 2004. At LGA Ms. Williams manages
daily business flow, business development, product inquiries, marketing,
promotions, account management, dealer relations, sales and customer service,
order fulfillment, shipping and accounting. Mrs. Williams' professional
experience includes many areas in sales, advertising, software development,
operations, and product development. She has been involved in direct sales,
account management and start-up business management in the areas of print
advertising, new business development, customer relations, and marketing. At
Sunset Publishing Corporation, Menlo Park, California, as a Direct Sales
Representative from 1993 to 1995 and 1996 to 1998 , Mrs. Williams was
responsible for generating sales of new advertising programs and account
management. While working for Saligent, Inc., Colorado Spring, Colorado for a
short period in 1995, Mrs. Williams was occupied with inside sales management,
program development, supervision and training. She has a Bachelor of Arts in
Political Science, The Colorado College.

ERIC J. NICKERSON has served as a Director of Tenet since June of 1990 and as a
Director of LGA since April 2001. Mr. Nickerson was a member of the faculty of
the United States Military Academy at West Point, New York from 1989 to 1993. In
June 1993, Mr. Nickerson retired as a United States Air Force officer.
Currently, Mr. Nickerson is a private investor and directs personal accounts in
an investing partnership, Third Century II. Third Century II is a major
shareholder in Tenet.

Directors are elected by a plurality, and the three nominees who receive the
most votes will be elected. Abstentions and broker non-votes will not be taken
into account to determine the outcome of the election of directors or the
approval of any proposal.

Meetings of the Board of Directors and Committees

The Board of Directors of the Company held a total of four (4) meetings during
the fiscal year ended June 30, 2004 (including actions adopted by unanimous
consent). Each member of the Board of Directors attended 100% of the meetings of
the Board of Directors. All Board of Directors members attended Tenet's most
recent prior annual meeting of shareholders. The Company does not have a policy
with regard to Director's attendance at annual meetings. The Company's Board of
Directors has not created a procedure for shareholders to send communications to
the Board of Directors since the Company's Board of Directors and management
team is quite small and easily accessible. Communications may be sent to Tenet's
principal business office: 3380 North El Paso Street, Suite G, Colorado Springs,
CO 80918.

The entirety of the Board of Directors serves as the Company's Audit Committee.

The Audit Committee of the Board of Directors presently consists of Mr.
Williams, Mrs. Williams and Mr. Nickerson. The Board of Directors in its
capacity as Audit Committee has approved all the Company's financials and the
filing thereof. The Board of Directors in its capacity as Audit Committee
recommends the engagement of the Company's independent accountants and is
primarily responsible for approving the services performed by the Company's
independent accountants, for reviewing and evaluating the Company's accounting
principles, reviewing the independence of independent auditors, and reviewing
the adequacy and effectiveness of the Company's internal controls. See "Report
of the Audit Committee."

Compensation Of Directors

Members of the Board of Directors do not currently receive any cash compensation
for serving on the Board of Directors or any committee thereof.

Director Nomination Process

The Company presently does not have a nominating committee to select nominees
for its Board of Directors, nor does it have a committee performing a similar
function. None of the Board members acting in their nominating capacity is
independent as defined by the National Association of Securities Dealers, Inc.
listing standards. Currently, the Company believes that, because the Company
cannot afford directors and officers liability insurance, the Company could not
recruit quality nominees, other than the current Directors, to serve on the
Board of Directors. No candidates have been put forth by shareholders, nor has
the Company paid a third party to assist in identifying or evaluating
prospective nominees. The Board of Directors has no policy with regard to the
consideration of any director candidates nominated by security holders. Tenet is
a very small company owned primarily by its current Directors, which the Board
of Directors believes makes a security holder nominating policy of little value
to security holders. If a security holder wishes to nominate a person as a
director, then that security holder may contact any Board of Directors member
with such a nomination. The Board of Directors has no specific qualifications
for director nominees made by it or security holders.

RECENT CHANGE IN CONTROL

Tenet Information Systems, Inc., ("Tenet") is the sole owner of its operating
subsidiary, Let's Go Aero, Inc. ("LGA"). Tenet acquired LGA effective June 30,
2004, through a stock for stock exchange under which the former shareholders of
LGA were issued new Tenet shares of Common Stock in exchange for all of LGA's
outstanding shares and $1,518,440 of debt. The former LGA shareholders and debt
holders ended up with 85% of the outstanding Common Stock of Tenet.

Upon the acquisition of LGA, two of Tenet's three Directors resigned and two
Directors of LGA were appointed to fill those positions. The third Tenet
director was and is a director of both companies. In addition, all of the
officers of Tenet resigned and members of LGA's management team were appointed
to those positions.

All of LGA's shareholders will exchange all of their shares of LGA Common Stock
for a total of 5,762,214 newly issued shares of Tenet's $.001 par value Common
Stock. The 14 former LGA shareholders will then own in the aggregate 85% of the
issued and outstanding shares of Tenet.

EXECUTIVE COMPENSATION

The Company does not have a separate compensation committee--the full Board of
Directors makes all compensation decisions regarding officers' compensation. The
following table sets forth information with respect to all officers of Tenet and
LGA who received $100,000 more of annual compensation for all services rendered
in all capacities in the three most recent fiscal years and for the CEO
regardless of compensation.

----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
---------------------------------- ------------------------------------------------------
Awards Payouts
----------------------------- ----------- ------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus $ Compensation Awards Options/SARs Payouts Compensation
Principal Position Year (1) $ $ $ $ # $ $
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------

----------------------------------------------------------------------------------------------------------------------
LGA
----------------------------------------------------------------------------------------------------------------------
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
Marty Williams (2), 2004 48,000 0 0 0 0 0 0
CEO
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2003 48,000 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2002 36,000 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
----------------------------------------------------------------------------------------------------------------------
Tenet
----------------------------------------------------------------------------------------------------------------------
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
Jerald L. 2004 0 0
Nelson, Chairman
of the Board,
President
(Resigned)
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2003 7,365 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2002 0 0 1,000 2,703 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
----------------------------------------------------------------------------------------------------------------------

Notes

(1) Tenet's fiscal year and that of its subsidiary, Let's Go Aero, Inc., were
changed to July 1 - June 30 as of June 30, 2004. Amounts for 2004 (6 months) are
annualized.

(2) Marty Williams was CEO of LGA for the entire fiscal years 2002, 2003 and
2004. LGA was not a registered company during that period. Mr. Williams became
CEO of Tenet effective June 30, 2004, under the terms of the Acquisition
Agreement by which Tenet acquired LGA. LGA is a wholly owned subsidiary of
Tenet.

The following table contains information regarding individual grants of stock
options and freestanding SARs made during the last completed fiscal year to the
named executive officers. Tenet changed its fiscal year to July 1 - June 30
effective June 30, 2004. Therefore, the following table sets forth information
for 6 months ended June 30, 2004.

-------------------------------------------------------------------------------------------------------------------------
Percent of Total
Number of Securities Options/SARs Granted
Underlying to Employees in
Name options/SARs Granted Fiscal Year Exercise or Base Price Expiration Date
------------------------- ----------------------- ----------------------- ----------------------- -----------------------

Marty Williams (1), CEO 194,165 13% ..695 3/31/2006
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Sara Williams, 194,165 13% .695 3/31/2006
Secretary, Treasurer
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
-------------------------------------------------------------------------------------------------------------------------

Note

(1) The above officers became officers of Tent effective June 30, 2004, under
the terms of the Acquisition Agreement by which Tenet acquired LGA. The options
described are options that were awarded by LGA and converted to options for
Tenet stock under the terms of the Acquisition Agreement.

-------------------------------------------------------------------------------------------------------------------------
Number of Securities Value (2) of Unexercised
Underlying Unexercised In-the-Money Options/SARs at
Shares Acquired on Value Options/SARs at FY End FY End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------- ----------- ------------------------------- ------------------------------

Marty Williams (1), CEO 0 0 194,165 / 0 0 / 0
------------------------- -------------------- ----------- ------------------------------- ------------------------------
Sara Williams (1), 0 0 194,165 / 0 0 / 0
Secretary, Treasurer
------------------------- -------------------- ----------- ------------------------------- ------------------------------
-------------------------------------------------------------------------------------------------------------------------

Note

(2) As of March 29, 2005, based on a bid price of $.51.

NAME CHANGE

The name of the registrant, Tenet Information Systems, Inc., is a vestige of the
Company's operations as an information software vendor and has nothing to do
with the Company's current business which is operated through its wholly owned
subsidiary, Let's Go Aero, Inc. The proposed new name, LGA, Inc., is more
closely associated with the Company's business and has less possibility for
creating confusion. The name change will be an amendment to the Company's
articles of incorporation.

Assuming a quorum is present in person or by proxy at the meeting of
shareholders, the name change will be adopted if more votes are cast in favor of
the name change than are cast against the proposal.

APPROVAL OF THE 2005 EQUITY INCENTIVE PLAN

The Company's shareholders are being asked to approve the Company's 2005 Equity
Incentive Plan, a copy of which is included as Appendix "A".

Equity Compensation Plan Information

If the 2005 Equity Incentive Plan is approved, then the Company's Common Stock
will underlie all Plan options and restricted stock grants. Common Stock also
underlies all non-Plan stock options outstanding. The options outstanding as of
July 1, 2004, were replacements for outstanding options of Let's Go Aero, Inc.
before its acquisition by Tenet. The Let's Go Aero, Inc. outstanding options
were held by both employees and non-employees. The options set forth in the
following table are Incentive Stock Options issued under the Plan. All
outstanding options vest (or vested) over time and continued service and are
exercisable for cash or shares of equivalent value. The market value of the
shares underlying the Plan options (bid price) on March 29, 2005, was $.51 per
share.

---------------------------------------------------------------------------
Balance
Exercise Expiration Remaining
Name & Position Price Date Vested to Vest Total
------------------------- -------- ------------ -------- -------- ---------

Marty Williams, CEO, $0.765 3/31/06 444,165 0 444,165
Director, Chairman
------------------------- -------- ------------ -------- -------- ---------
Sara Williams, Secretary, $0.765 3/31/06 444,165 0 444,165
Treasurer, Director
------------------------- -------- ------------ -------- -------- ---------
All Current Executive $0.765 3/31/06 888,330 0 888,330
Officers as a Group
------------------------- -------- ------------ -------- -------- ---------
---------------------------------------------------------------------------

Plan Summary

The following description of the 2005 Equity Incentive Plan is intended only as
a summary. The following table sets forth the benefits that have been or will be
awarded under the Plan upon its approval by shareholders:

2005 EQUITY INCENTIVE PLAN

----------------------------------------------------------------------------
Name & Position Dollar Value (1) Number of Units
---------------------------------------- --------------- ---------------
---------------------------------------- --------------- ---------------
Marty Williams, CEO, Chairman, Director -0- 444,165
---------------------------------------- --------------- ---------------
---------------------------------------- --------------- ---------------
Sara Williams, Secretary, Treasurer, -0- 444,165
Director
---------------------------------------- --------------- ---------------
----------------------------------------------------------------------------

(1) Based on a bid price of $0.51 as of March 29, 2005.

Purpose

The purpose of the 2005 Equity Incentive Plan is to enhance the profitability
and value of the Company for the benefit of its stockholders principally by
enabling the Company to offer employees and consultants of the Company and its
subsidiaries and non-employee directors of the Company stock-based incentives in
the Company in order to attract, retain and reward such individuals and
strengthen the mutuality of interest between such individuals and the Company
stockholders.

Eligibility

All employees and consultants of the Company and its subsidiaries and
non-employee directors of the Company designated by the Board of Directors of
the Company to participate in the 2005 Equity Incentive Plan are eligible to
receive options under the 2005 Equity Incentive Plan. As of March 29, 2005,
there were 2 director-employees, 1 director-non-employee, 2 other employees and
3 consultants.

Available Shares

If the proposed amendment is approved, options covering a maximum of 1,500,000
shares of Common Stock may be issued under the 2005 Equity Incentive Plan. If an
option expires, terminates or is cancelled, the unissued shares of Common Stock
subject to the option will again be available under the 2005 Equity Incentive
Plan.

Terms of Stock Options

Under the 2005 Equity Incentive Plan, options granted to employees may be in the
form of incentive stock options or nonqualified stock options. Options granted
to consultants or non-employee directors may only be nonqualified stock options.
The Board of Directors will determine the number of shares subject to each
option, the term of each option (which may not exceed ten years), the exercise
price per share of stock subject to each option, the vesting schedule (if any)
and the other material terms of the option. No incentive stock option may have
an exercise price less than 100% of the fair market value of the Common Stock at
the time of the grant (or, in the case of an incentive stock option granted to a
10% stockholder, 110% of the fair market value). The exercise price of a
nonqualified stock option will be determined by the Board of Directors.

The option price upon exercise may be paid in cash or, if so determined by the
Board of Directors, in shares of Common Stock by a reduction in the number of
shares of Common Stock issuable upon the exercise of the option or by such other
method as the Board of Directors determines. Options may be made exercisable in
installments, and the exercisability of options may be accelerated by the Board
of Directors. The Board of Directors may at any time offer to buy an option
previously granted on such terms and conditions as the Board of Directors
establishes. At the discretion of the Board of Directors, options may provide
for reloads (i.e., a new option is granted for the same number of shares as the
number used by the holder to pay the option price upon exercise).

Subject to limited exceptions, options are forfeited upon termination of
employment or service. Options are not assignable (except by will or the laws of
descent and distribution).

Options may not be granted after the tenth anniversary of the 2005 Equity
Incentive Plans adoption.

The means of payment, if any, for shares issued upon exercise of an award will
be specified in each award agreement. The 2005 Equity Incentive Plan permits
payment to be made by cash, check, broker-assisted same day sales, and by
delivery of other shares of Company Common Stock which they have owned as of the
exercise date. For nonqualified stock options, stock awards, and stock received
upon the exercise of stock appreciation rights, the option holder or stock
recipient must also pay the Company, at the time of purchase, the amount of
federal, state, and local withholding taxes required to be withheld by the
Company. An award under the 2005 Equity Incentive Plan may permit or require
that such withholding tax obligations be paid by having the Company withhold
shares of common stock having a value equal to the amount required to be
withheld. Certain executives of the Company may elect to pay their withholding
obligations by having shares withheld.

Performance Goals

Awards may, but need not, vest or be granted subject to the satisfaction of one
or more performance goals. Performance goals for awards will be determined by
the Board of Directors and will be designed to support the Company's business
strategy, and align grantee's interests with customer and shareholder interests.
For awards that are intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code, performance goals will be based on
one or more of the following business criteria: sales or licensing volume,
revenues, customer satisfaction, expenses, organizational health/productivity,
earnings (which includes similar measurements such as net profits, operating
profits and net income, and which may be calculated before or after taxes,
interest, depreciation, amortization or taxes), margins, cash flow, shareholder
return, return on equity, assets, or investments, working capital, product
shipments, product releases, brand or product recognition/acceptance, and/or
stock price.

Achievement of the goals may be measured individually, alternatively, or in any
combination; with respect to the Company, a subsidiary, division, business unit,
product line, product, or any combination of the foregoing; on an absolute
basis, or relative to a target, to a designated comparison group, to results in
other periods, or to other external measures; and including or excluding items
that could affect the measurement, such as extraordinary or unusual and
nonrecurring gains or losses, litigation or claim judgments or settlements,
material changes in tax laws, acquisitions, divestitures, the cumulative effect
of accounting changes, asset write-downs, restructuring charges, or the results
of discontinued operations.

Restricted Stock Grants

The 2005 Equity Incentive Plan also authorizes the Board of Directors to issue
stock to the qualified participants in the Plan. Restricted stock may or may not
be granted subject to vesting over a period of continued service at the
discretion of the Board of Directors. Restricted stock granted under the Plan is
not purchased by the recipient in contrast to the requirement that a recipient
of an option must purchase the shares underlying the option.

Stock Appreciation Rights

Stock appreciation rights ("SARs") may be granted alone ("Stand-Alone SARs"), in
addition to, or in tandem ("Tandem SARs") with a stock option under the 2005
Equity Incentive Plan. Upon exercise of a Stand-Alone SAR, the grantee will be
entitled to receive the excess of the fair market value on the exercise date of
the Company Common Stock underlying the SAR over the aggregate base price
applicable to such shares; provided that the base price per share may not be
less than the fair market value of such shares on the grant date. A grantee
granted a Tandem SAR will be required to elect between exercising the underlying
option and surrendering the option in exchange for a distribution from the
Company equal to the excess of the fair market value on the surrender date of
the shares that were vested under the surrendered option over the aggregate
exercise price payable for such shares. Any such surrender must be first
approved by the Board of directors. Distributions to the grantee may be made in
Common Stock, in cash, or in a combination of stock and cash, as determined by
the Board of Directors.

Certain Reorganizations

The 2005 Equity Incentive Plan provides for appropriate adjustments of the
number and kind of shares to be issued upon exercise of an option and of the
exercise price to reflect changes in the capital structure of the corporation,
stock splits, recapitalizations, mergers and reorganizations.

Amendment or Termination of the 2005 Equity Incentive Plan

The 2005 Equity Incentive Plan may be amended by the Board of Directors of the
Company, except that stockholder approval of amendments will be required among
other things (a) to the extent stockholder approval is required by Rule 16b-3
under the Securities Exchange Act of 1934, and (b) to (i) increase the maximum
number of shares subject to options granted in a fiscal year, (ii) change the
classification of employees eligible to receive awards, (iii) extend the maximum
option period under the 2005 Equity Incentive Plan, or (iv) increase the number
of shares that may be issued under the 2005 Equity Incentive Plan. The 2005
Equity Incentive Plan is effective for ten years from the date the 2005 Equity
Incentive Plan was adopted by the Board of Directors during which time options
may be granted.

Administration

The 2005 Equity Incentive Plan will be administered by the Board of Directors.
The Board of Directors will determine the individuals who will receive options
and the terms of the options, which will be reflected in written agreements with
the holders. Decisions by the Board of Directors or the Board of Directors with
respect to the 2005 Equity Incentive Plan are final and binding.

Term of Award

The term of an award may be no more than ten years from the date of grant. No
grant may be exercised after the expiration of its term.

Death or Disability

If an grantee's employment or consulting relationship terminates as a result of
his or her death or total and permanent disability, then his or her grants will
vest to the extent of any vesting that would have occurred within the following
12 months had the employment or consulting relationship continued. Following
death, an option or SAR may be exercised, to the extent vested and not expired,
within the 12-month period following the grantee's death by his or her estate or
by the person who acquires the exercise right by bequest or inheritance.
Following total and permanent disability, an option or SAR may be exercised, to
the extent vested and not expired, within the 18-month period following the date
on which the grantee ceased performing services.

Federal Income Tax Consequences

The U.S. federal income tax consequences to the Company and its employees of
awards under the 2005 Equity Incentive Plan are complex and subject to change.
The following discussion is only a summary of the general rules applicable to
the 2005 Equity Incentive Plan.

Recipients of awards under the 2005 Equity Incentive Plan should consult their
own tax advisors since a taxpayer's particular situation may be such that some
variation of the rules described below will apply.

As discussed above, several different types of instruments may be issued under
the Equity Incentive Plan. The tax consequences related to the issuance of each
is discussed separately below.

Options. As noted above, options granted under the 2005 Equity Incentive Plan
may be either incentive stock options or nonqualified stock options. Incentive
stock options are options which are designated as such by the Company and which
meet certain requirements under Section 422 of the Internal Revenue Code and the
regulations thereunder. Any option that does not satisfy these requirements will
be treated as a nonqualified stock option.

Incentive Stock Options. If an option granted under the 2005 Equity Incentive
Plan is treated as an incentive stock option, the optionee will not recognize
any income upon either the grant or the exercise of the option, and the Company
will not be allowed a deduction for federal tax purposes. Upon a sale of the
shares, the tax treatment to the optionee and the Company will depend primarily
upon whether the optionee has met certain holding period requirements at the
time he or she sells the shares. In addition, as discussed below, the exercise
of an incentive stock option may subject the optionee to alternative minimum tax
liability.

If an optionee exercises an incentive stock option and does not dispose of the
shares received within two years after the date such option was granted or
within one year after the transfer of the shares to him or her, any gain
realized upon the disposition will be characterized as long-term capital gain
and, in such case, the Company will not be entitled to a federal tax deduction.

If the optionee disposes of the shares either within two years after the date
the option is granted or within one year after the transfer of the shares to him
or her, such disposition will be treated as a disqualifying disposition and an
amount equal to the lesser of (1) the fair market value of the shares on the
date of exercise minus the exercise price, or (2) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs. (However, in the
case of gifts, sales to related parties, and certain other transactions, the
full difference between the fair market value of the stock and the purchase
price will be treated as compensation income.) The excess, if any, of the amount
realized upon disposition over the fair market value at the time of the exercise
of the option will be treated as long-term capital gain if the shares have been
held for more than one year following the exercise of the option. In the event
of a disqualifying disposition, the Company may withhold income taxes from the
optionee's compensation with respect to the ordinary income realized by the
optionee as a result of the disqualifying disposition.

The exercise of an incentive stock option may subject an optionee to alternative
minimum tax liability. The excess of the fair market value of the shares at the
time an incentive stock option is exercised over the purchase price of the
shares is included in income for purposes of the alternative minimum tax even
though it is not included in taxable income for purposes of determining the
regular tax liability of an employee. Consequently, an optionee may be obligated
to pay alternative minimum tax in the year he or she exercises an incentive
stock option.

In general, there will be no federal income tax deductions allowed to the
Company upon the grant, exercise, or termination of an incentive stock option.
However, if an optionee sells or otherwise disposes of stock received on the
exercise of an incentive stock option in a disqualifying disposition, the
Company will be entitled to a deduction for federal income tax purposes in an
amount equal to the ordinary income, if any, recognized by the optionee upon
disposition of the shares, provided that the deduction is not otherwise
disallowed under the Code.

Nonqualified Stock Options. Nonqualified stock options granted under the 2005
Equity Incentive Plan do not qualify as "incentive stock options" and will not
qualify for any special tax benefits to the optionee. An optionee generally will
not recognize any taxable income at the time he or she is granted a nonqualified
option. However, upon its exercise, the optionee will recognize ordinary income
for federal tax purposes measured by the excess of the then fair market value of
the shares over the exercise price. The income realized by the optionee will be
subject to income and other employee withholding taxes.

The optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a nonqualified stock option
will be the amount paid for such shares plus any ordinary income recognized as a
result of the exercise of such option. Upon disposition of any shares acquired

pursuant to the exercise of a nonqualified stock option, the difference between
the sale price and the optionee's basis in the shares will be treated as a
capital gain or loss and generally will be characterized as long-term capital
gain or loss if the shares have been held for more than one year at their
disposition.

In general, there will be no federal income tax deduction allowed to the Company
upon the grant or termination of a nonqualified stock option or a sale or
disposition of the shares acquired upon the exercise of a nonqualified stock
option. However, upon the exercise of a nonqualified stock option, the Company
will be entitled to a deduction for federal income tax purposes equal to the
amount of ordinary income that an optionee is required to recognize as a result
of the exercise, provided that the deduction is not otherwise disallowed under
the Code.

Stock Awards. Generally, the recipient of a stock award will recognize ordinary
compensation income at the time the Company's common stock associated with the
stock award is received in an amount equal to the excess, if any, of the fair
market value of the stock received over any amount paid by the recipient in
exchange for the stock. If, however, the stock is non-vested (i.e., if the
employee is required to work for a period of time in order to have the right to
sell the stock) when it is received under the 2005 Equity Incentive Plan and the
recipient had not elected otherwise, the recipient generally will not recognize
income until the stock becomes vested, at which time the recipient will
recognize ordinary compensation income equal to the excess, if any, of the fair
market value of the stock on the date it becomes vested over any amount paid by
the recipient in exchange for the stock. The income realized by the recipient
will generally be subject to U.S. income and employment taxes.

In the case of stock awards that take the form of the Company's unfunded and
unsecured promise to issue common stock at a future date, the grant of this type
of stock award is not a taxable event to the recipient because it constitutes an
unfunded and unsecured promise to issue shares of Company Common Stock at a
future date. Once this type of stock award vests and the recipient receives the
Company Common Stock, the tax rules discussed in the previous paragraph will
apply to receipt of such shares.

The recipient's basis for determination of gain or loss upon the subsequent
disposition of shares acquired as stock awards will be the amount paid for such
shares plus any ordinary income recognized either when the stock is received or
when the stock becomes vested, as applicable. Upon the disposition of any stock
received as a stock award under the 2005 Equity Incentive Plan, the difference
between the sale price and the recipient's basis in the shares will be treated
as a capital gain or loss and generally will be characterized as long-term
capital gain or loss if, at the time of disposition, the shares have been held
for more than one year since the recipient recognized compensation income with
respect to such shares.

If a recipient of a stock award receives the cash equivalent of Company common
stock (in lieu of actually receiving Company common stock), the recipient will
recognize ordinary compensation income at the time of the receipt of such cash
in the amount of the cash received.

In the year that the recipient of a stock award recognizes ordinary taxable
income in respect of such award, the Company will be entitled to a deduction for
federal income tax purposes equal to the amount of ordinary income that the
recipient is required to recognize, provided that the deduction is not otherwise
disallowed under the Code.

Stock Appreciation Rights. As discussed above, the Company may grant either
Stand-Alone SARs or Tandem SARs under the 2005 Equity Incentive Plan. Generally,
the recipient of a Stand-Alone SAR will not recognize any taxable income at the
time the Stand-Alone SAR is granted.

With respect to Stand-Alone SARs, if the employee receives the appreciation
inherent in the SARs in cash, the cash will be taxable as ordinary compensation
income to the employee at the time that it is received. If the employee receives

the appreciation inherent in the Stand-Alone SARs in stock, the employee will
recognize ordinary compensation income equal to the excess of the fair market
value of the stock on the day it is received over any amounts paid by the
employee for the stock.

With respect to Tandem SARs, if a holder elects to surrender the underlying
option in exchange for cash or stock equal to the appreciation inherent in the
underlying option, the tax consequences to the employee will be the same as
discussed above relating to Stand-Alone SARs. If the employee elects to exercise
the underlying option, the holder will be taxed at the time of exercise as if he
or she had exercised a nonqualified stock option (discussed above), i.e., the
employee will recognize ordinary income for federal tax purposes measured by the
excess of the then fair market value of the shares over the exercise price.

In general, there will be no federal income tax deduction allowed to the Company
upon the grant or termination of Stand-Alone SARs or Tandem SARs. However, upon
the exercise of either a Stand-Alone SAR or a Tandem SAR, the Company will be
entitled to a deduction for federal income tax purposes equal to the amount of
ordinary income that the employee is required to recognize as a result of the
exercise, provided that the deduction is not otherwise disallowed under the
Internal Revenue Code.

Stockholder Approval

The Company's Board of Directors seeks stockholder approval because such
approval is required under the Internal Revenue Code as a condition to incentive
stock option treatment and will maximize the potential for deductions associated
with any non-qualified options granted under the 2005 Equity Incentive Plan.

The affirmative vote of a majority of the votes cast by all holders of the
outstanding shares of Common Stock (with each share of Common Stock entitled to
one vote) is required for ratification of this proposal.

REPORT OF THE AUDIT COMMITTEE

MEMBERSHIP AND ROLE OF THE AUDIT COMMITTEE

The Audit Committee of the Company's Board of Directors (the "Audit Committee")
currently consists of the entirety of the Board of Directors. Only Mr. Nickerson
is independent as defined under the National Association of Securities Dealers`
listing standards. The Board of Directors does not have a written charter
regarding its duties while serving as the Audit Committee. None of the members
of the Board of Directors is an expert in accounting matters.

REVIEW OF THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
JUNE 30, 2004

The Board of Directors has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended June 30, 2004, with the
Company's management. The Board of Directors also discussed with Cordovano and
Honeck, Inc., Certified Public Accountants, the Company's independent auditors,
the matters required to be discussed by Statement on Auditing Standards No. 61
"Communication with Audit Committees".

Based on the Board of Directors' reviews and discussions noted above, the Board
of Directors determined that the Company's consolidated audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2004, for filing with the Securities and Exchange
Commission.

The Board of Directors recommends the appointment by the Board of Directors of
the Company of Cordovano and Honeck, Inc., Certified Public Accountants,
independent auditors, to examine the books, accounts and records of the Company
for the fiscal year ending June 30, 2005

Audit Committee / Board of Directors

Mr. Marty L. Williams
Mrs. Sara Williams
Mr. Eric Nickerson

AUDIT AND RELATED FEES

Audit Fees

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2003 and fiscal 2004 and reviews of the
consolidated financial statements included in the Company's Forms 10-QSB are set
forth in the following table:

----------------------------------------------------------------
---------------------- -------------------- --------------------
Fiscal 2003 Fiscal 2004 1
---------------------- -------------------- --------------------
Current auditor -0- $15,525
---------------------- -------------------- --------------------
Prior Auditor $16,008 -0-
---------------------- -------------------- --------------------
----------------------------------------------------------------

Note

(1) Tenet's fiscal year was changed to July 1 - June 30 effective June 30, 2004.
Fiscal 2004 is for 6 months.

Audit-Related Fees

For fiscal 2003 and fiscal 2004, the Company's auditors did not bill any fees
for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under "Audit Fees" above.

Tax Fees

No fees were billed by the Company's auditors for professional services for tax
compliance, tax advice, and tax planning for fiscal 2003 or fiscal 2004.

All Other Fees

No fees were billed by the Company's auditors for all other non-audit services
rendered to the Company, such as attending meetings and other miscellaneous
financial consulting, in fiscal 2003 or fiscal 2004.

Audit Committee

The Board of Directors in its Audit Committee role has no formal procedures and
polices for prior approval of fees paid to its auditor. The Board of Directors,
however, meets prior to filing of any Form 10-QSB or 10-KSB to approve those
filings. In addition, the Board of Directors meets to discuss audit plans and
anticipated fees for audit and tax work prior to the commencement of that work.
Approximately 100% of all fees paid to our independent auditors for fiscal 2004
are pre-approved by the Board of Directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The firm of Cordovano and Honeck, Inc., Certified Public Accountants has been
selected by the Board of Directors to serve as the Company's independent
auditors for fiscal year 2005. The shareholders will be asked to ratify this
appointment at the Annual Meeting.

The reports of Cordovano and Honeck on the Company's financial statements for
the year ended June 30, 2004 and did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

During the Company's two most recent fiscal years and through March 31, 2005,
there have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).

As a result of the change of control of Tenet after the acquisition of Let's Go
Aero, Inc. June 30, 2004, by action of the new Board of Directors, the former
accountants were replaced by Cordovano and Honeck, Inc., Certified Public
Accountants.

The following resolution concerning the appointment of the independent auditors
will be presented to the shareholders at the Annual Meeting:

RESOLVED, that the appointment by the Board of Directors of the Company of
Cordovano and Honeck, Inc., Certified Public Accountants, independent auditors,
to examine the books, accounts and records of the Company for the fiscal year
ending June 30, 2005 is hereby ratified and approved.

A representative of the principal accountant for the current year and for the
most recently completed fiscal year is not expected to be present at the
shareholders' meeting.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of
Common Stock, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock. Executive officers, directors and ten
percent stockholders are required by SEC regulations to furnish the Company with
a copy of all Section 16(a) forms ("Forms 3, 4, and 5") that they file. To the
Company's knowledge, based solely on a review of copies of the Forms 3, 4 and 5
furnished to the Company, all applicable Section 16(a) filing requirements were
met except as listed below:

Eric Nickerson, Director - Failure to file Form 3, Form 4 or Form 5 Third
Century II - Failure to file Form 3, form 4 or Form 5

Certain Relationships and Related Transactions.

Acquisition of LGA by Tenet

Mr. Eric Nickerson is a Director of LGA and has been a Director of LGA since
2001. Mr. Nickerson is a Director of Tenet and has been a Director of Tenet
since 1990. Mr. Nickerson also is the manage of Third Century II, a private
investment company that prior to June 30, 2004, held promissory notes reflecting
principal and interest payable by LGA in the amount of $1,009,977.57. In
addition, Third Century II prior to June 30, 2004 was the holder of 245,000
shares of Tenet Common Stock. Finally, Mr. Nickerson prior to June 30, 2004,
owned 32,361 shares of LGA individually. All share amounts reflect post LGA
acquisition adjustments.

The transaction under which Tenet acquired LGA was proposed by Mr. Nickerson to
LGA's management. Under the terms of the Acquisition Agreement, Third Century
II's debt was converted to 1,484,968 shares of Tenet. Third Century II now owns
or may acquire 1,988,854 shares of Tenet, or 28.3% of Tenet's outstanding stock.
In considering the acquisition, Mr. Nickerson's opinions and desires held
substantial influence on the Boards of Directors of the two companies. Although
Mr. Nickerson's vote on the Board of Directors of both Tenet and LGA is recorded
for purposes of qualifying the respective Board's of Directors Consents to
Action under the Corporate laws of Utah for Tenet and Colorado for LGA, both
Boards of Directors determined that Mr. Nickerson's vote was not necessary for
the approval of the Acquisition Agreement.

In the course of the negotiation of the terms of the Acquisition Agreement, it
was obvious to all parties that Mr. Nickerson was under a material and
irreconcilable conflict of interest. Third Century II stood to gain from the
transaction through the conversion of a promissory note with doubtful
collectibility into shares of stock of a company for which there is a public,
albeit thinly traded, market. Under the transaction, Mr. Nickerson was also able
to convert his investment in LGA shares into shares of a company with a public
market But these interests were no different than those of any other note holder
or shareholder of LGA.

Mr. Nickerson, however, was also a beneficial owner of Tenet shares through
Third Century II and a Director of Tenet before the acquisition of LGA by Tenet.
In his positions with the two companies he would not have been able to reconcile
his duty to pursue the best terms of the Acquisition Agreement for the
shareholders or note holders of LGA on the one hand against the terms favoring
the shareholders of Tenet on the other hand.

Although Mr. Nickerson's conflict of interest was recognized by the parties to
the transaction, the Directors without conflicts of interest unanimously agreed
to the terms of the Acquisition Agreement. In addition, as the transaction was
structured, each shareholder of LGA was given the right to reject the offer to
exchange his, her or its shares or notes for shares of Tenet.

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for inclusion in the
Company's proxy materials for its 2005 Annual Meeting of Shareholders must be
received by the Secretary of the Company at the principal offices of the Company
no later December 30, 2005.

Written notice of proposals of shareholders submitted outside the processes of
Rule 14a-8 under the Exchange Act for consideration at the 2005 Annual Meeting
must have been received by the Company on or before February 22, 2006, in order
to be considered timely for purposes of Rule 14a-4 under the Exchange Act. The
persons designated in the Company's proxy card will be granted discretionary
authority with respect to any shareholder proposal with respect to which the
Company does not receive timely notice.

FORWARD-LOOKING STATEMENTS

This proxy statement may include "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
terminology such as "may," "will," "should," "could," "would," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"projects," "potential," or "continue" or the negative of such terms and other
comparable terminology. Opinions, forecasts, projections, guidance or other
statements other than statements of historical fact are considered forward-
looking statements. These statements are based upon assumptions that are subject
to change and other risks. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Certain risks
and uncertainties inherent in the Company's business are set forth in its
filings with the Securities and Exchange Commission. Estimates of future
financial or operating performance, provided by the Company, are based on
existing market conditions and information available at this time. Actual
financial and operating performance may be higher or lower. Future performance
is dependent upon many factors, including the success of the Company's
international operations, the Company's ability to attract and retain
distributors and preferred customers, changes in laws and governmental
regulations and changes in market conditions. All subsequent written and oral
forward-looking statements attributable to the Company or to individuals acting
on the Company's behalf are expressly qualified in their entirety by this
paragraph. The Company undertakes no obligation to publicly update or revise any
forward looking statements, whether as a result of new information, future
events, or otherwise.

GENERAL INFORMATION

The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Annual Meeting,
but if any matters are properly presented, it is the intention of the persons
named in the enclosed form of proxy to vote on such matters in accordance with
their best judgment to the same extent as the person signing the proxy would be
entitled to vote.

Shareholders who desire to have their shares voted at the Annual Meeting are
requested to mark, sign, and date the enclosed proxy and return it promptly in
the enclosed postage-paid envelope. Shareholders may revoke their proxies at any
time prior to the Annual Meeting and shareholders who are present at the Annual
Meeting may revoke their proxies and vote, if they so desire, in person.

A copy of the Company's Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission, for the fiscal year ended June 30, 2004 is
enclosed with this Proxy Statement and Proxy.

By Order of the Board of Directors,

/s/ Marty L. Williams
--------------------------------------------------------------
February 1, 2005
Chairman of the Board of Directors and Chief Executive Officer

APPENDIX A

2005 EQUITY INCENTIVE PLAN 0F Tenet Information Services, Inc.

2005 Equity Incentive Plan

TENET INFORMATION SYSTEMS, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS -

ANNUAL MEETING OF SHAREHOLDERS April 29, 2005

The undersigned, revoking all prior proxies, hereby appoint(s) Marty L. Williams
and Sara Williams, or either of them, with full power of substitution, as
proxies to represent and vote, as designated below, all share of Common Stock of
Tenet Information Services, Inc., held of record by the undersigned at the close
of business on March 31, 2005, at the Annual Meeting of Shareholders to be held
on April 29, 2005, and at any adjournment thereof.

This proxy when properly executed will be voted in the manner directed below by
the undersigned. If no contrary direction is made, this proxy will be voted
"FOR" all of the proposals set forth below, including all the nominees listed in
Item 1 (or, if any such nominees should be unable to accept such nomination, for
such other substitute person or persons as may be recommended by the Board of
Directors), and in accordance with the proxies` best judgment upon other matters
properly coming before the Annual Meeting and any adjournments thereof.

Please date and sign exactly as your name appears below. In the case of joint
holders, each should sign. If the signor is a corporation or partnership, sign
in full the corporate or partnership name by an authorized officer or partner.
When signing as attorney, executor, trustee, officer, partner, etc., give full
title.

Dated: _____________, 2005

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

PLEASE DATE, SIGN (EXACTLY AS THE SHARES ARE HELD) AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU SIGN THIS PROXY WITHOUT OTHERWISE
MARKING THE FORM, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF
DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.

1. The election of Marty L. Williams, Sara Williams and Eric Nickerson as
Directors.

____ FOR ALL NOMINEES ___ WITHHOLD AUTHORITY

(If you wish to withhold authority to vote for one or more, but less than all of
the nominees named above, so indicate on the line provided below.)

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

2. The proposal to change the Company's name from Tenet Information System, Inc.
to LGA, Inc.

___ FOR ___ AGAINST ___ ABSTAIN

3. The proposal to approve and adopt the 2005 Equity Incentive Plan.

___ FOR ___ AGAINST ___ ABSTAIN

4. Ratification of the appointment of Cordovano and Honeck, Inc., Certified
Public Accountants as the independent auditors of the Company for fiscal year
ending June 30, 2005.

___ FOR ___ AGAINST ___ ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting and any adjournment thereof.

___ WITHHOLD AUTHORITY