Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

       THIS ASSET PURCHASE AGREEMENT (the "Agreement") entered into this 4th day
of December,  2002 by and between Surety  Holdings Corp. a Delaware  corporation
("Purchaser")   and  Millennium   Sports  &  Entertainment,   Inc.,  a  Delaware
corporation  ("Purchaser  Subsidiary")  and  Millennium  International  Sports &
Entertainment  LLC, a Limited Liability Company ("Seller")

                         W I T N E S S E T H   T H A T:

       WHEREAS,  Purchaser  desires to purchase  and Seller  desires to sell and
convey  to  Purchaser  Subsidiary  substantially  all of the  assets  of  Seller
relating to its business, upon the terms and subject to the conditions set forth
herein; and

       WHEREAS, Purchaser is not willing to assume any liabilities of Seller;

       NOW, THEREFORE, in consideration of the agreements of the parties hereto,
and intending to be legally bound hereby, the parties hereto agree as follows:

1.     PURCHASE AND SALE OF ASSETS.

       1.1    ASSETS.  Subject  to the  terms and  conditions  set forth in this
Agreement,  Seller will sell, convey, transfer,  assign and deliver to Purchaser
Subsidiary,  and Purchaser will purchase from Seller, all the assets, properties
and  business  of Seller of every  kind,  character,  and  description,  whether
tangible,  intangible,  real, personal or mixed, and wherever located (all which
are sometimes collectively referred to as the Assets),  including all assets and
property or Seller  reflected  on its  balance  sheet as of July 30, 2002 and in
Seller's  Disclosure  Statement,  referred to in Section 5.3, and all assets and
property  thereafter  acquired by Seller before the Closing Date (as hereinafter
defined), except:

       (1)    Those assets  disposed of in the ordinary course of business or as
permitted by this Agreement;

       (2)    The cash and  accounts  receivable,  if any,  reserved  under this
Agreement; and

       (3)    Amounts  paid  before the  closing  date of  expenses  incurred by
Seller  in  negotiating  this  Agreement  and  in  performing   obligations  and
satisfying  conditions  under it,  including  any  contemplated  dissolution  or
liquidation.

       Except as set forth in Seller's Disclosure Schedule, Seller will transfer
to Purchaser  at the Closing all right,  title and interest in and to the Assets
free and clear of all claims, liens, encumbrances,  mortgages, charges, security
interests, options, rights, restrictions or any other interests or imperfections
of title whatsoever, unless otherwise agreed to by Purchaser.

       1.2    ASSUMPTION  OF  LIABILITIES.  Except  as  set  forth  in  Seller's
Disclosure  Schedule,  Purchaser  Subsidiary will assume no  liabilities,  other
obligations, commercial or otherwise, of

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the Seller known or unknown, fixed or contingent, choate or inchoate, liquidated
or unliquidated, secured or unsecured, or otherwise, regardless of when the same
may arise of may have arisen ("Liabilities").

       1.3    ASSIGNMENT OF CERTAIN CONTRACTS.  At the Closing,  Purchaser shall
succeed to the rights and  privileges  of Seller,  and shall  assume the express
obligations of Seller  performable  after the Closing  pursuant to those leases,
insurance  policies,  contracts,  and other  agreements,  and only those leases,
insurance policies, contracts, and other agreements of Seller that are listed as
"Assigned  Contracts"  on the Seller's  Disclosure  Schedule  hereto  ("Assigned
Contracts") as and in the form of the copies thereof (or, if oral, as and in the
form of the written statements of the terms thereof) furnished or made available
to Purchaser  pursuant to Sections 5.8, 5.10, 5.11, 5.12, 5.16 and 5.17) hereto.
Without limiting the generality of the foregoing, Purchaser shall not assume and
shall have no  liability  with  respect to any  obligations  of Seller under any
Assigned  Contract (a) required therein to be performed by Seller at or prior to
the Closing or (b) arising out of any breach  thereof not included in the copies
(or written  statements  of the terms) of such Assigned  Contracts  delivered or
made available to Purchaser pursuant hereto.

       1.4    INSTRUMENTS OF CONVEYANCE,  ASSUMPTION,  OR ASSIGNMENT.  The sale,
conveyance,  transfer,  assignment,  and delivery of the Assets and the Assigned
Contracts, as herein provided, shall be effected by bills of sale, endorsements,
assignments,  deeds, drafts,  checks, stock powers, or other instruments in such
reasonable  and customary  form as shall be requested by  Purchaser,  and Seller
shall at any time and from  time to time  after  the  Closing,  upon  reasonable
request,  execute,  acknowledge,  and  deliver  such  additional  bills of sale,
endorsements,  assignments,  deeds,  drafts,  checks,  stock  powers,  or  other
instruments  and take  such  other  actions  as may be  reasonably  required  to
effectuate the transactions contemplated by this Agreement.

2.     PURCHASE PRICE.

       2.1    PURCHASE  PRICE.  In  consideration   of  the  sale,   conveyance,
transfer,  and  delivery of the Assets and the Assigned  Contracts  and upon the
terms and subject to the conditions set forth in this Agreement, Purchaser shall
pay  to  Seller  the  "Purchase  Price"  by  issuing  restricted  shares  of the
Purchaser's  common stock upon the attainment of certain  revenues by Millennium
Sports & Entertainment, Inc. ("Purchaser Subsidiary") as follows:

              (a)    50,000 shares  provided that Purchaser  Subsidiary  attains
total revenues of $2,000,000.00 by March 31, 2003;

              (b)    an  additional   100,000  shares  provided  that  Purchaser
Subsidiary attains total revenues of $4,000,000.00 by June 30, 2003;

              (c)    an  additional   100,000  shares  provided  that  Purchaser
Subsidiary attains total revenues of $6,000,000.00 by September 30, 2003;

              (d)    an  additional   100,000  shares  provided  that  Purchaser
Subsidiary attains total revenues of $8,000,00.00 by December 31, 2003.

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3.     CLOSING.

       3.1    CLOSING. The closing of the sale and purchase (the "Closing" shall
take place at the  offices of  Sonnenblick,  Parker & Selvers,  PC, 4400 Route 9
South,  Freehold,  New  Jersey,  on the  date 5 days  after  all the  conditions
established in this Agreement  have been  satisfied,  but in no event later than
November  15,  2002,  or at such other time and place as may be mutually  agreed
upon (the "Closing Date"). At the Closing,  Seller, in exchange for the Purchase
Price, shall deliver to Purchaser such bills of sale, endorsements, assignments,
deeds, drafts,  checks, stock powers, or other instruments as shall be effective
to vest in  Purchaser  good and  marketable  title to the  Assets  subject to no
liens,  encumbrances,  or rights in any other  party  whatsoever,  except as are
described in the Seller's Disclosure Schedule attached hereto.

4.     TAXES AND PREPAID ITEMS.

       Except as  otherwise  provided  herein,  Seller will pay all sales,  use,
franchise,  and other taxes and charges,  which may become payable in connection
with the sale of the Assets pursuant to the terms of this Agreement, and any and
all other taxes and charges accruing out of the operation of Seller's businesses
prior to the Closing  Date.  Purchaser and Sell shall agree prior to the Closing
Date the tax  allocation  of the  purchase  Price  to the  Assets  and  Assigned
Contracts.

5.     REPRESENTATIONS AND WARRANTIES OF SELLER.

       Seller represents and warrants, covenants and agrees that:

       5.1    ORGANIZATION  AND CORPORATE POWER.  Seller is a limited  liability
company duly organized, validly existing, and in good standing under the laws of
its jurisdiction of incorporation  and is duly qualified and in good standing as
a foreign  corporation  in each  other  jurisdiction  in which it owns or leases
properties, conducts operations, or maintains a stock of goods, with fully power
and  authority  (corporate  and other) to carry on the  business  in which it is
engaged  (a true and  correct  list or each  such  jurisdiction  is set forth in
Section 5.1, of the Seller's Disclosure Schedule) and to execute and deliver and
carry out the transactions contemplated by this Agreement.

       5.2    DUE  AUTHORIZATION;  EFFECT OF  TRANSACTION.  No provisions of the
Certificate of Formation or Operating  Agreement of Seller, or of any agreement,
instrument, or understanding,  or any judgment,  decree, rule, or regulation, to
which  Seller  is a party  or by  which  Seller  is  bound,  has been or will be
violated  by the  execution  and  delivery  by Seller of this  Agreement  or the
performance or satisfaction of any agreement or condition  herein contained upon
its part to be performed or  satisfied,  and all  requisite  corporate and other
authorizations for such execution, delivery,  performance, and satisfaction have
been duly obtained. Upon execution and delivery, this Agreement will be a legal,
valid,  and binding  obligation of Seller,  enforceable  in accordance  with its
terms. Seller is not in default in the performance,  observance,  or fulfillment
of any of the terms or conditions of its  Certificate  of Formation or Operating
Agreement.

       5.3    FINANCIAL   STATEMENTS.   Seller  has   delivered   to   Purchaser
consolidated  balance  sheets of Seller as at September 30, 2002,  together with
related consolidated statements of

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operations,  consolidated  statements of changes in  stockholders'  equity,  and
consolidated statements of cash flows for September 30, 2002.

       The  financial  statements  specified  above,  including in each case the
notes to such  financial  statements,  are  hereinafter  sometimes  collectively
referred to as the "Financial  Statements".  All of the Financial Statements are
true, correct and complete, and fairly present the financial condition of Seller
and the results of its  operations  as at the date  thereof and  throughout  the
period  covered  thereby.  The Financial  Statements  reflect or provide for all
claims against, and all debts and liabilities of Seller, fixed or contingent, as
at the dates thereof,  and there has not been any change between the date of the
most  recent  Financial  Statements  and the  date of this  Agreement  that  has
materially  or adversely  affected the  business or  properties  or condition or
prospects,  financial or other, or results of operations of Seller,  and no fact
or condition exists or is contemplated or threatened, which might cause any such
change at any time in the future. In addition, Seller shall set forth in Section
5.3 of the Seller's  Disclosure Schedule each and every item of merchandise that
Seller owns as inventory.

       5.4    LIABILITIES.  Except as set forth in Section  5.4 of the  Seller's
Disclosure Schedule,  Seller has no liabilities of any nature, whether absolute,
contingent,  or otherwise,  except as set forth in the most recent balance sheet
included  in the  Financial  Statements,  other  than  liabilities  subsequently
incurred in the ordinary course of business.  Except as set forth in Section 5.4
of the Seller's  Disclosure  Schedule,  Seller is not in breach or default or in
arrear in  respect of the terms or  conditions  of any such  liabilities  and no
waiver ore forbearance has been granted by any holder of nay such liability with
respect to any such liability.

       5.5    SUBSIDIARIES.  Seller does not own, directly or indirectly, any of
the capital stock of any corporation,  association, trust or similar entity, any
interest in the equity of any  partnership or similar  entity,  any share in any
joint  venture,  or any other  equity or  proprietary  interest in any entity or
enterprise,  however,  organized and however such interest may be denominated or
evidenced.

       5.6    LEASES.  The leases  listed and  described  in Section  5.6 of the
Seller's  Disclosure  Schedule  constitute  all the  leases of real or  personal
property  under which Seller is bound or to which  Seller is a party.  Except as
set forth in Section 5.6 of the Seller's Disclosure Schedule,  each lease listed
is valid, binding, subsisting, and enforceable in accordance with its terms, and
neither  Seller  nor any  landlord  or lessor is in  default or in arrear in the
performance  or  satisfaction  of any  agreement  or condition on its part to be
performed or satisfied thereunder,  and no waiver or indulgence has been granted
by any of the  landlords  or  lessors  under  those  leases.  Seller  is not the
landlord or lessor under any leases of real or personal property.

       5.7    PERSONAL PROPERTIES. Seller owns and has good and marketable title
to all the tangible and intangible personal property and assets,  other than the
leaseholds  referred  to in Section  5.7 of the  Seller's  Disclosure  Schedule.
reflected  upon  the  most  recent  balance  sheet  included  in  the  Financial
Statements or used by Seller in its business if not so reflected, free and clear
of all mortgages, liens, encumbrances, equities, claims and obligations to other
persons,  of whatever kind and character,  except as set forth in Section 5.7 of
the  Seller's  Disclosure  Schedule.  Section  5.7  of the  Seller's  Disclosure
Schedule  contains an  identification of certain

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major  items of fixed  assets and  machinery  and  equipment.  None of the fixed
assets and machinery is subject to contracts of sale, and none is held by Seller
as lessee or as conditional  sales vendee under any lease or  conditional  sales
contract  and none is subject to any title  retention  agreement,  except as set
forth in Section 5.7 of the Seller's Disclosure  Schedule.  The fixed assets and
machinery  and  equipment,  taken as a whole,  are in a state of good repair and
maintenance  and are in good operation  condition,  but will be transferred  "as
is"on the  Closing  Date.  Except as set forth in  Section  5.7 of the  Seller's
Disclosure Schedule,  upon the sale,  assignment,  transfer, and delivery of the
Capital Stock to Purchaser hereunder, there will be vested in Purchaser good and
marketable title to the tangible and intangible personal property constituting a
part thereof, free and clear of all mortgages,  liens,  encumbrances,  equities,
claims and obligations to other persons, of whatever kind and character,  except
for the  rights  of  third  persons  arising  under  contracts  for the  sale of
inventory in the ordinary course of business, each of which is listed in Section
5.7 of the Seller's Disclosure Schedule.

       5.8    EMPLOYMENT ARRANGEMENTS. Except as set forth in Section 5.8 of the
Seller's Disclosure Schedule, Seller has no obligation, contingent or otherwise,
under any employment agreement,  collective bargaining or other labor agreement,
any agreement  containing  severance or termination pay  arrangements,  deferred
compensation  agreement,   retainer  or  consulting  arrangements,   pension  or
retirement plan, bonus or profit-sharing plan, stock option or purchase plan, or
other  employee  contract  or  non-terminable  arrangement  (whether or not that
arrangement poses a penalty for  termination),  group life,  health,  medical or
hospitalization  insurance plan or program,  or other employee or fringe benefit
plan,  including  vacation  plans or programs  and sick leave plans or programs.
Section 5.8 of the Seller's  Disclosure  Schedule sets forth the basis  funding,
and the current  status of, any past service  liability with respect to any such
plan or agreement. Except as set forth in Section 5.8 of the Seller's Disclosure
Schedule,  Seller or its  employees are not now and for the past five years have
not been  subject to or involved in or, to the  Seller's  knowledge,  threatened
with any union elections, petitions therefor or other organizational activities.
Seller has performed  all  obligations  required to be performed  under all such
agreements,  plans,  and  arrangements  and is not in breach of or in default or
arrears under the terms thereof.

       5.9    MATERIAL  CONTRACTS  AND  ARRANGEMENTS.  Except  as set  forth  in
Section  5.9 of the  Seller's  Disclosure  Schedule,  Seller has no  contract or
arrangement,  including,  without  limitation,  any  commitments or obligations,
contingent or otherwise,  under any contract or arrangement (i) for the purchase
or sale of  inventory  in excess of  $5,000  in any one  instance,  (ii) for the
purchase or sale of supplies, services or other items in excess of $5,000 in any
one  instance,  (iii)  for the  purchase,  sale or  lease  of any  equipment  or
machinery,  (iv) for the  performance of services for others in excess of $5,000
in any one instance,  of (v) extending beyond December 31,2002. All contracts of
less than $5,000 do not in the aggregate exceed $25,000.  Except as set forth in
Section 5.9 of the Seller's  Disclosure  Schedule,  each of such  contracts  and
arrangements is valid,  binding  subsisting,  and enforceable in accordance with
its terms and Seller has  performed  all  obligations  required to be  performed
under any such  contract  or  arrangement  and is not in breach or default or in
arrears in any  material  respect or in any other  respect that would permit the
other party to cancel such contract or arrangement under the terms thereof.

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       5.10   ORDINARY COURSE OF BUSINESS.  Seller, from the date of the balance
sheet contained in the most recent Financial Statements to the date hereof,

              (a)    has  operated  its  business  in  the  normal,  usual,  and
customary manner in the ordinary and regular course of business;

              (b)    has not sold or otherwise disposed of any of its properties
or assets, other than inventory sold in the ordinary course of business;

              (c)    except in each case in the ordinary course of business,

                     (i)    has not amended or terminated any outstanding lease,
contract, or agreement,

                     (ii)   has not incurred  any  obligations  or  liabilities,
(fixed, contingent or other), and

                     (iii)  has not entered any commitments;

              (d)    has not made any  transactions  outside the ordinary course
of business in its  inventory or any  additions to its property or any purchases
of machinery or equipment, except for nor mal maintenance and replacements;

              (e)    has not  discharged or satisfied any lien or encumbrance or
paid any  obligation or liability  (absolute or  contingent)  other than current
liabilities or obligations  under contracts then existing or thereafter  entered
into in the ordinary course of business,  and commitments  under leases existing
on that date or incurred since that date in the ordinary course of business;

              (f)    has not  mortgaged,  pledged,  or  subjected to lien or any
other encumbrances, any of its assets, tangible or intangible;

              (g)    has not sold or transferred any tangible asset or cancelled
any debts or claims except in each case in the ordinary course of business;

              (h)    has  not  sold,  assigned,   or  transferred  any  patents,
trademarks, trade names, trade secrets, copyrights, or other intangible assets;

              (i)    has not  increased  the  compensation  payable or to become
payable to any of its officers, employees, or agents;

              (j)    has not suffered any material damage,  destruction, or loss
(whether or not covered by insurance) or any  acquisition  or taking of property
by any governmental authority;

              (k)    has not  waived  any  rights  that  individually  or in the
aggregate exceed $5,000;

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              (l)    has  not   experienced   any  organized  work  stoppage  or
industrial action; or

              (m)    has not entered into any other  transaction or transactions
that individually or in the aggregate are material to Seller,  other than in the
ordinary course of business.

       5.11   LITIGATION AND COMPLIANCE WITH LAWS.  Section 5.11 of the Seller's
Disclosure  Schedule  contains a brief description of all litigation or legal or
other  actions,  suits,  proceedings or  investigations,  at law or in equity or
admiralty,  or before  any  federal,  state,  municipal,  or other  governmental
department (including,  without limitation, the National Labor Relations Board),
commission,  board,  agency, or  instrumentality,  domestic or foreign, in which
Seller or any of its officers or directors, in such capacity, is engaged, or, to
the knowledge and belief of Seller,  with which Seller or any of its officers or
directors is threatened in connection with the business or affairs or properties
or assets of Seller.  Seller is and at all times since its inception has been in
compliance with all laws and governmental  rules and  regulations,  domestic and
foreign, and all requirements of insurance carriers,  applicable to its business
affairs or properties or assets, including,  without limitation,  those relating
to environmental protection, water or air pollution and similar matters.

       5.12   TAX  RETURNS.  Except as set forth in Section 5.12 of the Seller's
Disclosure  Schedule,  Seller has filed in accordance  with  applicable law, all
federal,  state, county, and local income and franchise tax returns and all real
and  personal  property  tax  returns  that are  required  to be filed,  and the
provision  for taxes  shown on the most  recent  balance  sheet  included in the
Financial  Statements  is sufficient to satisfy all taxes of any kind of Seller,
including  interest  and  Section  5.12  of the  Seller's  Disclosure  Schedule,
penalties in respect thereof, whether disputed or not, and whether accrued, due,
absolute,  deferred,  contingent,  or other for all periods ended on or prior to
the date of such  balance  sheet.  Except  as set forth in  Section  5.12 of the
Seller's Disclosure Schedule, as of the date hereof no tax liabilities have been
assessed or proposed that remain unpaid, and Seller has not signed any extension
agreement  with the  Internal  Revenue  Service  or any  state  or local  taxing
authority.  Seller has paid all taxes  that have  become  due  pursuant  to such
returns and has paid all  installments  of  estimated  taxes due.  All taxes and
other  assessments  and levies  that Seller is required by law to withhold or to
collect have been duly  withheld and  collected,  and have been paid over to the
proper governmental  authorities to the extent due and payable.  From the End of
its most recent  fiscal year to the date hereof  Seller has not made any payment
of or on account of any federal, state, or local income,  franchise, or any real
or personal  property  taxes,  except as forth in Section  5.12 of the  Seller's
Disclosure Schedule.  Seller is not aware of any basis upon which any assessment
for a material  amount of  additional  federal  income taxes could be made.  The
information  shown on the  federal  income  tax  returns  of  Seller  heretofore
delivered to Purchaser is true,  accurate,  and complete and fairly presents the
information purported to be shown.

       5.13   TRADEMARKS, LICENSES, ETC. Section 5.14 of the Seller's Disclosure
Schedule, sets forth all of the trademarks, trade names, service marks, patents,
copyrights, registrations, or applications with respect thereto, and licenses or
rights under them owned, used or intended to be acquired or used by Seller, and,
to the extent  indicated in Section 5.14 of the  Seller's  Disclosure  Schedule,
they have been duly registered in such offices as are indicated therein.  Seller
is the


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sole and exclusive  owner of the  trademarks,  trade names,  service marks,  and
copyrights,  the older of the full record title to the  trademark  registrations
and  the  sole  owner  of the  inventions  covered  by the  patents  and  patent
applications,  all as set  froth  in  Section  5.14 of the  Seller's  Disclosure
Schedule;  Seller has the sole and  exclusive  right,  to the  extent  listed in
Section 5.14 of the Seller's Disclosure Schedule, to use such trademarks,  trade
names,  service marks,  patents and  copyrights,  and,  except to the extent set
forth in Section 5.14 of the Seller's Disclosure Schedule,  all of them are free
and clear of any mortgages, liens, encumbrances, equities, licenses, claims, and
obligations to other persons of whatever kind and character.

       5.14   INSURANCE  POLICIES.  The insurance  policies listed and described
briefly in Section 5.15 of the Seller's  Disclosure  Schedule  constitute all of
the  policies  in force and effect in respect of the  business,  properties  and
assets, including, without limitation, insurance on personnel, of Seller. Seller
is not in default under any such policy.  The  insurance  policies so listed and
identified are  sufficient in nature,  scope,  and amounts to insure  adequately
(and,  in any event,  in amounts  sufficient  to prevent  Seller from becoming a
co-insurer  within the terms of such  policies),  the business,  properties  and
assets of Seller. Seller has not been refused insurance by any insurance carrier
to which it has applied for insurance.

       5.15   EXTRAORDINARY  EVENTS. From the end of its most recent fiscal year
to the date hereof, neither the business nor properties nor condition, financial
or other, nor results of operations of Seller have been materially and adversely
affected in any way as the result of any fire,  explosion,  accident,  casualty,
labor disturbance,  requisition,  or taking of property by any governmental body
or agency,  flood,  embargo,  or Act of God or the public  enemy,  or cessation,
interruption, or diminution of operations, whether or not covered by insurance.

       5.16   ADVERSE RESTRICTIONS. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby are not events that
of themselves or with the giving of notice or the passage of time or both, could
constitute,  on the part of Seller, a violation of or conflict with or result in
any breach of, or default under the terms,  conditions,  or  provisions  of, any
judgment, law, or regulation,  or of the Certificate of Incorporation or By-Laws
of Seller, any agreement or instrument to which Seller is a party or by which it
is bound,  or result in the  creation  or  imposition  of any lien,  charge,  or
encumbrance of any nature  whatsoever on the property or assets of Seller and no
such event of itself or with the giving of notice or the passage of time or both
will result in the acceleration of the due date of any obligation of Seller.

       5.17   MATERIAL  INFORMATION.  Neither the Financial  Statements nor this
Agreement  (including the Schedules and Exhibits  hereto) nor any certificate or
other document  furnished or to be furnished by Seller to Purchaser  contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state a material  fact  required to be stated  herein or therein or necessary to
make the statements herein or therein not misleading.

       5.18   PRODUCTS  IN  WARRANTY.  Attached  as part of Section  5.19 of the
Seller's  Disclosure  Schedule are true and correct copies of Seller's  standard
warranty  agreements used in connection with the business  operations.  Seller's
standard  warranty  agreements  apply to each  product  in  warranty  except  as
otherwise indicated in Section 5.19 of the Seller's Disclosure Schedule.  Seller
is not in violation in any material respect of any such warranty agreement.

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       5.19   CERTAIN  TRANSACTION.  Except as set forth in Section  5.20 of the
Seller's Disclosure Schedule,  none of the officers,  directors, or employees of
Seller is  presently  a party to any  transaction  with  Seller  (other than for
services as officers, directors, and employees),  including, without limitation,
any contract,  agreement,  or other arrangement  providing for the furnishing of
services to or by, providing for rental of real or personal property to or from,
or otherwise  requiring  payments to or from,  any officer,  director,  any such
employee,  any member of a family or any officer,  director, or such employee or
any  corporation,  partnership,  trust,  or other  entity in which any  officer,
director,  or any such  employee  has a  substantial  interest or is an officer,
director, trustee, or partner.

       5.20   NO  GOVERNMENTAL   AUTHORIZATIONS   OR  APPROVALS   REQUIRED.   No
authorization  or  approval  of,  or  filing  with,  any  governmental   agency,
authority,  or other body will be required in connection  with the execution and
e=delivery  of  this  Agreement  or  the   consummation   of  the   transactions
contemplated hereby.

       5.21   CONTINUING REPRESENTATIONS.  The representations and warranties of
Seller  herein  contained  (a)  relating to non-tax  matters  shall  survive the
Closing  for a period  of One (1) year and (b)  relating  to tax  matters  shall
survive the Closing for the applicable statute of limitations.

       5.22   KNOWLEDGE.  The term "Knowledge" means facts that are known by any
of the officers  and  directors of the  Corporation  after having made  diligent
inquiry of the other officers and directors of the Company with respect to their
knowledge of the relevant facts.

       5.23   SELLER'S DISCLOSURE  SCHEDULE.  As soon as practicable,  but in no
event later than twenty (20) days after the date of this Agreement,  Seller will
deliver to Purchaser the Seller's Disclosure Schedule containing all information
required in this Article 5 of this Agreement.  Each such Section of the Seller's
Disclosure  Schedule  will have been  executed by or on behalf of the Seller and
will be  accompanied  by a copy of each  document  referred  to in the  Seller's
Disclosure  Schedule.  All schedules  will be updated  through the Closing Date;
however,  the  updating  of  the  schedules  will  not  relieve  Seller  of  its
responsibility to indemnify  Purchaser,  as provided in Article 11, with respect
to an y  information  not  disclosed  in the  original  schedules.  Each  matter
disclosed  in a  schedule  will be  taken  as  relating  only  to that  specific
schedule.

6.     REPRESENTATION, WARRANTIES, AND AGREEMENT OF PURCHASER.

       6.1    ORGANIZATION AND CORPORATE POWER.  Purchaser is a corporation duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation  and is duly qualified and in good standing as a
foreign  corporation  in each  other  jurisdiction  in which  it owns or  leases
properties, conducts operations, or maintains a stock of goods, with fully power
and  authority  (corporate  and other) to carry on the  business  in which it is
engaged  (a true and  correct  list or each  such  jurisdiction  is set forth in
Section 6.1, of the Purchaser's  Disclosure Schedule) and to execute and deliver
and carry out the transactions contemplated by this Agreement.

                                       9
<PAGE>


       6.2    DUE  AUTHORIZATION;  EFFECT OF  TRANSACTION.  No provisions of the
Certificate  of  Incorporation  or By-Laws of  Purchaser,  or of any  agreement,
instrument, or understanding,  or any judgment,  decree, rule, or regulation, to
which Purchaser is a party or by which  Purchaser is bound,  has been or will be
violated by the  execution  and delivery by  Purchaser of this  Agreement or the
performance or satisfaction of any agreement or condition  herein contained upon
its part to be performed or  satisfied,  and all  requisite  corporate and other
authorizations for such execution, delivery,  performance, and satisfaction have
been duly obtained. Upon execution and delivery, this Agreement will be a legal,
valid, and binding  obligation of Purchaser,  enforceable in accordance with its
terms.  Purchaser  is  not  in  default  in  the  performance,   observance,  or
fulfillment  of any of the terms or conditions of its Articles of  Incorporation
or By-Laws.

       6.3    CAPITALIZATION.  The authorized  capital stock of the Purchaser is
as set  forth  in  Section  6.3 of the  Purchaser's  Disclosure  Schedule.  This
Agreement, and the transactions  contemplated hereby, will not cause a mandatory
redemption,  acceleration  or vesting of any other right  under any  outstanding
subscriptions,  options,  calls,  contracts,  voting trust,  proxies,  rights or
warrants,  including any right of conversion or exchange  under any  outstanding
security,  instrument  or other  agreement.  All of the issued  and  outstanding
shares  of  common  stock of the  Purchaser  are  validly  issued,  fully  paid,
nonassessable  and free of  preemptive  rights  or  restriction  related  to any
agreement by or among the  Purchaser's  stockholders.  There are no  outstanding
subscriptions,  options,  calls,  contracts,  voting trusts,  proxies, rights or
warrants,  including any right of conversion or exchange  under any  outstanding
security, instrument or other agreement, obligating the Seller to issue, deliver
or sell, or cause to be issued,  delivered or sold, Capital Stock of the Seller,
or obligating  the Seller to grant,  extend or enter into any such  agreement or
commitment.

7.     PRE-CLOSING COVENANTS AND AGREEMENTS.

       7.1    SELLER'S  COVENANTS AND AGREEMENTS PENDING CLOSING.  Seller,  from
the date hereof to the Closing date,

              (a)    will  operate  its  business  in  the  normal,  usual,  and
customary manner in the ordinary and regular course of business;

              (b)    will not sell or otherwise dispose of any of its properties
or assets, other than inventory of finished goods sold in the ordinary course of
business;

              (c)    except in each case in the ordinary course of business,

                     (i)    will not amend or terminate any  outstanding  lease,
contract, or agreement,

                     (ii)   will  not  incur  an y  obligations  or  liabilities
(fixed, contingent, or other), and

                     (iii)  will not enter into any commitments;

                                       10
<PAGE>


              (d)    will not make any unusual  transactions in its inventory or
any additions to its property or any purchases of machinery or equipment, except
for normal maintenance and replacements;

              (e)    will not discharged or satisfied any lien or encumbrance or
paid any  obligation or liability  (absolute or  contingent)  other than current
liabilities or obligations  under contracts then existing or thereafter  entered
into in the ordinary course of business, and commitments under leases existing.

              (f)    will not  mortgaged,  pledged,  or  subject  to lien or any
other  encumbrances,  any of its  assets,  tangible  or  intangible  unless such
mortgage, pledge, lien or encumbrance is discharged before the Closing;

              (g)    will  not  sell  or  transferred   any  tangible  asset  or
cancelled  any debts or claims  except  in each case in the  ordinary  course of
business;

              (h)    will  not  sell,   assign,   or  transferred  any  patents,
trademarks, trade names, trade secrets, copyrights, or other intangible assets;

              (i)    will not  increase  the  compensation  payable or to become
payable to any of its officers, employees, or agents;

              (j)    will not suffer any material damage,  destruction,  or loss
(whether or not covered by insurance) or any  acquisition  or taking of property
by any governmental authority;

              (k)    will not waive any rights of substantial value; or

              (l)    will not enter into any other  transaction or  transactions
that individually or in the aggregate are material to Seller.

8.     CONDITIONS OF PURCHASER'S OBLIGATIONS.

       The obligations of Purchaser  hereunder are subject to the fulfillment to
the reasonable  satisfaction  of the Purchaser,  prior to or at the Closing,  of
each of the following conditions:

       8.1    NO OPPOSITION.  No suit, action, or proceeding shall be pending or
threatened at any time prior to or on the Closing Date before or by any court or
governmental  body (a) seeking to restrain or prohibit,  or to obtain damages or
other relief in connection with, the execution and delivery of this Agreement or
the  consummation of the  transactions  contemplated  hereby;  or (b) that might
materially  and  adversely  affect the  business  or  properties  or  condition,
financial or other, or results of operations of Seller.

       8.2    PERMITS, ETC.   Seller  shall  have  assigned  to  Purchaser,   or
Purchaser  shall  have  obtained,   all  such  permits,   licenses,   approvals,
authorizations,  variances,  agreements,  and warranties from federal, state and
local governmental authorities, which Purchaser shall, in


                                       11
<PAGE>


the  exercise  of its sole  discretion,  deem  necessary  or  desirable  for the
operation by Purchaser of the businesses of Seller after the Closing.

       8.3    INSURANCE.  Seller  shall  have  obtained  appropriate  binders or
consents as to policies of insurance to be assigned to Purchaser hereunder.

       8.4    REPRESENTATIONS AND COVENANTS.  The representations and warranties
of Seller  contained in this Agreement or otherwise made in writing by it or him
or on its or his behalf pursuant hereto or otherwise made in connection with the
transactions  contemplated  hereby  shall be true and  correct  at and as of the
Closing  Date  with the same  force and  effect as though  made on or as of such
date; each and all of the covenants,  agreements, and conditions to be performed
or satisfied by Seller hereunder at or prior to the Closing Date shall have been
duly performed or satisfied; and Seller shall have furnished Purchaser with such
certificates  and other documents  evidencing the truth of such  representations
and  warranties  and  the  performance  and   satisfaction  of  such  covenants,
agreements, and conditions as Purchaser shall have reasonably requested.

       8.5    CERTIFIED RESOLUTIONS. Seller has furnished Purchaser with a copy,
certified by Seller's  secretary,  of (1) a unanimous  resolution or resolutions
duly adopted by all of the members in interest  authorizing  and approving  this
Agreement.

       8.6    UNANIMOUS CONSENT OF MEMBERS. All of the owners of the outstanding
interests of Seller have voted for the adoption of this  Agreement  and the sale
of the assets to Purchaser.

       8.7    EMPLOYMENT  AGREEMENTS.  The  employees  set forth in Schedule 8.7
have executed employment letters of agreements satisfactory to the Purchaser and
severance agreements satisfactory to the Seller.

       8.8    SCHEDULES  AND  SELLER'S  DISCLOSURE  SCHEDULE.  In its  sole  and
absolute discretion,  Purchaser is satisfied with any matter reflected,  listed,
or disclosed in the updated Schedules and Seller's  Disclosure Schedule that was
not reflected, listed, or disclosed in the original schedules.

       8.9    SATISFACTION OF COUNSEL.  The validity of all transactions  herein
mentioned, as well as the form and substance of all stock powers,  certificates,
documents,  and  other  instruments  hereunder,  shall  be  satisfactory  in all
reasonable respects to counsel to Purchaser.

       8.10   INSTRUMENTS OF TRANSFER.  Seller shall have delivered to Purchaser
bills of sale,  assignments and other instruments of transfer in accordance with
the provisions  hereof,  transferring to Purchaser all of Seller's right,  title
and interest in and to the Assets and Assigned Contacts to be transferred, sold,
assigned, and conveyed by Seller to Purchaser pursuant to the provisions of this
Agreement.

       8.11   DILIGENCE.  Purchaser shall have completed its diligence review of
the  business,  properties,  assets,  and  liabilities  of Seller,  with results
satisfactory to Purchaser in accordance with Article 10 of this Agreement.

                                       12
<PAGE>


       8.12   OPINION  OF  COUNSEL.  Counsel  for the  Seller  shall  provide an
opinion with respect to the  transaction  for the benefit of Purchaser in a form
satisfactory to Purchaser's counsel.

9.     CONDITIONS OF SELLER'S OBLIGATIONS.

       The obligations of Seller hereunder are subject to the fulfillment to the
reasonable  satisfaction  of Seller  prior to or at the  Closing  of each of the
following conditions:

       9.1    REPRESENTATIONS AND COVENANTS.  The representations and warranties
of Purchaser  contained in this  Agreement or otherwise made in writing by it or
on its  behalf  pursuant  hereto  or  otherwise  made  in  connection  with  the
transactions  contemplated  hereby  shall be true and  correct  at and as of the
Closing  Date with the same  force and  effect as though  made on and as of such
date;  each of the  covenants,  agreements,  and  conditions  to be performed or
satisfied by Purchaser hereunder at or prior to the Closing Date shall have been
duly performed or satisfied;  and Purchaser hall have furnished Seller with such
certificates or other documents evidencing the truth of such representations and
warranties and the performance and  satisfaction of such covenants,  agreements,
and conditions as Seller shall have reasonably requested.

       9.2    NO OPPOSITION.  No suit, action, or proceeding shall be pending or
threatened on the Closing Date before or by any court or governmental  authority
seeking to restrain or prohibit the execution and delivery of this  Agreement or
the consummation of the transactions contemplated hereby.

       9.3    PURCHASER'S CERTIFIED RESOLUTIONS.  Purchaser has furnished Seller
with certified  copies of (1) resolutions duly adopted by the board of directors
of  Purchaser  authorizing  and  approving  the  execution  and delivery of this
Agreement and authorizing the consummation of the  transactions  contemplated by
this  Agreement,  and  (2)  resolutions  duly  adopted  by the  shareholders  of
Purchaser, if necessary, adopting this Agreement.

10.    PURCHASER'S DUE DILIGENCE;

       Before  the  Closing   Date,   Purchaser  may  directly  or  through  its
representatives  made such  investigation  of the assets and  business of Seller
(including confirmation of its cash, inventories, accounts, accounts receivable,
and  liabilities,  and  investigation  of its titles to and the condition of its
property  and  equipment)  as  Purchaser  deems  necessary  or  advisable.   The
investigation will not affect (1) Seller's warranties  contained or provided for
in this Agreement,  (2) Purchaser's  right to rely on those  warranties,  or (3)
Purchaser's  right to  terminate  this  Agreement as provided in this Article 9.
Seller will allow Purchaser and its  representatives  full access, at reasonable
times after the date of execution of this Agreement,  to the premises and to all
the books,  records, and assets of Seller, and Seller's officers will furnish to
Purchaser such financial and operating data and other  information  with respect
to the  business  and  properties  of  Seller  as  Purchaser  from  time to time
reasonably   requests.   Purchaser  agrees  not  to  disclose  any  confidential
information  obtained  in the  course  of its  investigation  or use it for  any
purposes other than evaluation of Seller with respect to this Agreement.

                                       13
<PAGE>


       As soon as  practicable,  and in any event within fifteen (15) days after
the receipt of (1) the last  schedule  required to be  delivered to Purchaser by
Seller  pursuant  to  Section  5.27 of  this  Agreement  and (2) any  supporting
documentation  requested  by  Purchaser,  Purchaser  will give Seller  notice if
Purchaser has decided that it wishes to terminate  this  Agreement  based on any
information  contained in any of the schedules or obtained  during the course of
its  investigation.  The notice will  specify the  information  contained in the
schedules or obtained during the investigation on which Purchaser's  decision to
terminate  is based.  Seller  will have ten (10) days  after the  receipt of the
notice to review that information with Purchaser. If purchaser does not withdraw
its notice within this 10-day period,  all further  obligations of Purchaser and
Seller  under  this  Agreement  will  terminate  without  further  liability  of
Purchaser  to  Seller  or  of  Seller  to  Purchaser,  except  their  respective
obligations  to return  documents and repayment of the Bridge Note. If Purchaser
does not advise Seller within the fifteen (15) day period specified in the first
sentence  above that it wishes to terminate  this  Agreement,  Purchase  will be
considered to be satisfied with the information  relating to Seller contained in
the schedules or obtained  during the course of its  investigation,  subject .to
Purchaser's rights concerning the continued accuracy of Seller's  warranties set
forth in Section 8.4 of this Agreement.

11.    POST-CLOSING COVENANTS AND AGREEMENTS

       11.1   EMPLOYMENT AGREEMENTS.

              Simultaneously  with the closing of the Asset Purchase  Agreement,
the  Purchaser  Subsidiary  shall enter into  Employment  Agreements in the form
annexed  hereto to employ  Messrs.  Nat Manzella,  Michael  Radcliffe and Dennis
Radcliffe as officer employees of the Subsidiary.

       11.2   REGISTRATION OF CERTAIN SHARES.

              The Purchaser  shall file,  upon closing a registration  statement
pursuant to Form S-8 to register  5,000  shares each for Messrs.  Nat  Manzella,
Michael Radcliffe and Dennis Radcliffe pursuant to their Employment  Agreements.
In  addition,  the  Purchaser  shall  file,  as soon as  practicable,  with  due
consideration to minimize the costs and expenses  associated  therewith,  on the
appropriate  form to register  the shares  issued to the Seller as the  Purchase
Price pursuant to paragraph 2.1.

       11.3   RESCISSION.

              In the event that Purchaser  Subsidiary does not achieve the gross
revenues as set forth in paragraph 2.1, then Surety  Holdings Corp.  may, within
thirty (30) days after receipt of the Purchaser Subsidiary's quarterly financial
statements, in Surety's sole discretion, rescind the Asset Purchase Agreement by
notifying Seller in writing.  Seller,  however,  shall not be required to return
any of the previously  issued Surety shares for prior  quarters where  Purchaser
Subsidiary had attained the total revenues mandated.

                                       14
<PAGE>


12.    INDEMNIFICATION.

       12.1   INDEMNIFICATION BY SELLER.

              (a)    Seller  hereby  agrees  to  indemnify,   defend,  and  hold
Purchaser  harmless  from and against the amount of any actual (or  potential in
the  case  of any  litigation  or  claims  by any  person  not a  party  to this
Agreement) damage,  loss, or expense (including  reasonable  attorneys' fees and
settlement costs( to Purchaser ("Loss") occasioned or caused by, resulting from,
or arising out of:

                     (i)    Any  failure  by  Seller  to  perform,  abide by, or
fulfill any of the agreements, covenants, or obligations set forth in or entered
into,  in  connection  with this  Agreement  to be so  performed or fulfilled by
Seller.

                     (ii)   Any material  inaccuracy  in or breach of any of the
representations  or warranties set forth in this Agreement or any certificate of
Schedule or other writing furnished pursuant hereto.

                     (iii)  Any  failure on the part of  Purchaser  to  withhold
from the Purchase Price any amount due by Seller to any  governmental  authority
or other person that results in a loss to Purchaser.

                     (iv)   Any claim,  known or  unknown,  arising out of or by
virtue of or based upon any  liability  or  obligation  of Seller not  otherwise
disclosed herein.

                     (v)    Any  liability  or  obligation  for any  tort or any
breach or violation of any contractual,  quasi-contractual,  legal fiduciary, or
equitable duty by Seller, whether before, at, or after the closing.

       The  amount  of any Loss  shall be the  amount of cash  reimbursement  or
set-off that,  when received by the Purchaser,  shall place the Purchaser in the
same financial position it would have been in if such Loss has not occurred.

       12.2   NOTICE OF CLAIM TO SELLER.  Purchaser  shall give  prompt  written
notice to Seller of any claim (actual or  threatened) or other event that in the
judgment  of  Purchaser  might  result or has  resulted  in a Loss by  Purchaser
hereunder,  and Seller  shall have the right to assume the defense of such claim
or any litigation resulting therefrom; PROVIDED THAT counsel for the Seller, who
shall  conduct the defense of such claim  (actual,  threatened,  or asserted) or
litigation, shall be reasonably satisfactory to the Purchaser, and Purchaser may
participate in such defense at their expense,  and PROVIDED,  FURTHER,  that the
omission by Purchaser to give notice as provided herein shall not relieve Seller
of its obligations hereunder except to the extent that the omission results in a
failure of actual notice to the Seller and Seller is damaged  solely as a result
of the  failure  to give  notice.  Seller,  in the  defense of any such claim or
litigation,  shall not,  except  with the consent of  Purchaser,  consent to the
entry of any  judgment  or decree  or enter  into any  settlement  that does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to  Purchaser  of a release  from all  liability  in  respect  to such  claim or
litigation, and No Seller shall


                                       15
<PAGE>


have liability with respect to any payment made by purchaser in connection  with
the settlement, satisfaction, or compromise of any claim unless the Seller shall
have  approved  thereof  in  advance  in  writing,   which  approval  shall  not
unreasonably  be withheld or delayed.  If the Purchaser  shall not have received
notice that the Seller shall assume the defense of such claim within twenty (20)
days after the notice is sent to the Seller of the existence of such claim,  the
Purchaser  shall be free to proceed  with the defense of such  claim.  Each such
notice  shall  be  accompanied   (or  followed  as  promptly  as  is  reasonably
practicable after the amount of such Loss becomes determinable) by a certificate
signed by the President of Purchaser and setting forth in reasonable  detail the
calculation of the amount of such Loss in accordance with the provisions hereof,
and accompanied by copies of all relevant documents and records. The omission to
give such notice or provide  such  certificate  by  Purchaser  shall not relieve
Seller of its  obligation  under this  Section  11.2  except to the extent  such
omission  results  in a failure  of actual  notice to the  Seller  and Seller is
damaged  solely by such failure to give notice.  No Loss shall be  considered to
have  occurred  with respect to any payment  made by  Purchaser  in  settlement,
satisfaction,  or  compromise of any claim unless the Seller shall have approved
thereof in advance in writing.

       12.3   INDEMNIFICATION BY PURCHASER.

              (a)    Purchaser  hereby  agrees to  indemnify,  defend,  and hold
Seller  harmless  from and against the amount of any actual (or potential in the
case of any  litigation  or claims by any person not a party to this  Agreement)
damage,  loss,  cost,  or  expense  (including  reasonable  attorneys'  fees and
settlement costs) to Seller ("Loss") occasioned or caused by, resulting from, or
arising out of:

                     (i)    Any failure by  Purchaser  to perform,  abide by, or
fulfill any of the Agreements, covenants, or obligations set forth in or entered
into,  in  connection  with this  Agreement  to be so  performed or fulfilled by
Purchaser.

                     (ii)   Any material  inaccuracy  in or breach of any of the
representations or warranties set forth in this Agreement, or any certificate or
Schedule or other writing furnished pursuant hereto.

                     (iii)  Any  failure on the part of  Purchaser  to  withhold
from  the  Purchase  Price  any  amount  due by  Purchaser  to any  governmental
authority or other person that results in a loss to Seller.

                     (iv)   Any claim,  known or  unknown,  arising out of or by
virtue of or based upon any  liability or  obligation of Purchaser not otherwise
disclosed herein.

                     (v)    Any  liability  or  obligation  for any  tort or any
breach or violation of any contractual,  quasi-contractual, legal, fiduciary, or
equitable duty by Purchaser, whether before, at, or after the Closing.

                                       16
<PAGE>


       The  amount  of any Loss  shall be the  amount of cash  reimbursement  or
set-off that,  when  received by the Seller,  shall place the Seller in the same
financial position it would have been if such Loss has not occurred.

       12.4   NOTICE OF CLAIM TO  PURCHASER.  Seller  shall give prompt  written
notice to Purchaser of any claim (actual or  threatened)  or other event that in
the  judgment  of  Seller  might  result  or has  resulted  in a Loss by  Seller
hereunder,  and  Purchaser  shall have the right to assume  the  defense of such
claim or any  litigation  resulting  therefrom:  PROVIDED  THAT counsel form the
Purchaser, who shall conduct the defense of such claim (actual,  threatened,  or
asserted) or litigation,  shall be reasonably  satisfactory  to the Seller,  and
Seller may  participate  in such defense at is expense,  and PROVIDED,  FURTHER,
that the omission by Seller to give notice as provided  herein shall not relieve
Purchaser of its  obligations  hereunder  except to the extent that the omission
results in a failure of actual  notice to the Purchaser and Purchaser is damaged
solely as a result of the failure to give notice.  Purchaser,  in the defense of
any such claim or  litigation,  shall not,  except  with the  consent of Seller,
consent to the entry of any judgment or decree or enter into any settlement that
does not include as an unconditional  term thereof the giving by the claimant or
plaintiff to Seller of a release from all  liability in respect to such claim or
litigation,  and no Purchaser  shall have  liability with respect to any payment
made by Seller in connection with the settlement, satisfaction, or compromise of
any claim  unless  the  Purchaser  shall  have  approved  thereof  in advance in
writing,  which approval shall not  unreasonably be withheld or delayed.  If the
Seller  shall not have  received  notice  that the  Purchaser  shall  assume the
defense of such claim  within  twenty  (20) days after the notice is sent to the
Purchaser of the  existence  of such claim,  the Seller shall be free to proceed
with the  defense of such  claim.  Each such  notice  shall be  accompanied  (or
followed as promptly as is reasonably  practicable after the amount of such Loss
becomes  determinable)  by a  certificate  signed by the President of Seller and
setting forth in reasonably detail the calculation of the amount of such Loss in
accordance with the provisions hereof, and accompanied by copies of all relevant
documents  and  records.  The  omission  to give  such  notice or  provide  such
certificate by Seller shall not relieve  Purchaser of its obligation  under this
Section 11.4 except to the extent such  omission  results in a failure to actual
notice to the Purchaser and Purchaser is damaged  solely by such failure to give
notice. No Loss shall be considered to have occurred with respect to any payment
made by Seller in  settlement,  satisfaction,  or compromise of any claim unless
the Purchaser shall have approved thereof in advance and in writing.

13.    TERMINATION.

       13.1   TERMINATION  RIGHTS. In addition to the termination  rights for in
Article  12,  this  Agreement  and  the  transactions  contemplated  under  this
Agreement may be  terminated at any time before the closing date,  either before
or after the meeting of Seller's shareholders;

              (a)    By mutual consent of Purchaser and Seller;

              (b)    By Purchaser if there has been a material misrepresentation
or a  material  breach of  warranty  in  Seller's  warranties  set forth in this
Agreement  or  in  any  schedule  or  certificate  delivered  pursuant  to  this
Agreement;

                                       17
<PAGE>


              (c)    By Seller if there has been a material misrepresentation or
a  material  breach of  warranty  in  Purchaser's  warranties  set forth in this
Agreement;

              (d)    By Purchaser or Seller if either party will have determined
in its sole discretion that the transactions contemplated by this Agreement have
become  inadvisable or  impracticable  by reason of the institution or threat of
institution,  by governmental  authorities (local,  state, or federal) or by any
other person,  of material  litigation or proceedings  against either or both of
the  parties,  it  being  understood  and  agreed  that a  written  requires  by
governmental   authorities  for   information   with  respect  to  the  proposed
transactions,  which  could  be used  in  connection  with  such  litigation  or
proceedings, may be considered by Purchaser or Seller to be a threat of material
litigation or proceedings,  whether such request is received before or after the
date of this Agreement.

       13.2   FAILURE TO PROVIDE SCHEDULES.  In the event that this Agreement is
terminated pursuant to this Article 12, or because of the failure to satisfy any
of the conditions  specified in Article 8 or Article 9, all further  obligations
of Purchaser and of Seller under this Agreement will terminate  without  further
liability of Purchaser to Seller or Seller to Purchaser,  // provided,  however,
despite  anything in this  Agreement  to the  contrary,  that if Seller fails to
furnish any of the schedules referred to in Section 5.25 or fails to satisfy any
of the conditions  specified in Article 8, Purchaser will  nonetheless  have the
right in its discretion,  to proceed with the transactions  contemplated by this
Agreement,  and if Purchaser fails to satisfy any of the conditions specified in
Article 9, Seller will nonetheless have the right, in its discretion, to proceed
with the transactions contemplated by this Agreement.

       13.3   RETURN  OF  DOCUMENTS.  In the  event of the  termination  of this
Agreement for any reason,  Purchaser will return to Seller all  documents,  work
papers,  and other materials  (including  copies)  relating to the  transactions
contemplated  in this Agreement,  whether  obtained before or after execution of
this  Agreement.  Purchaser  will not use any  information  so obtained  for any
purpose,  and will  take all  practicable  steps to have such  information  kept
confidential.

       13.4   ATTORNEYS' FEES. In the event of the termination of this Agreement
for any  reason,  each  party  will bear its own costs and  expenses,  including
attorney fees.

14.    PRESS RELEASES.

       Neither Purchaser nor Seller, without the consent of the other, will make
any  public  announcement  or issue  any  press  release  with  respect  to this
Agreement or the  transactions  contemplated  by it,  which  consent will not be
unreasonably withheld.

15.    BROKERAGE FEE.

       Seller,  Purchaser Subsidiary and Purchaser each represent that no broker
has been  involved in this  transaction  and each party agrees to indemnify  and
hold the others  harmless  from payment of any brokerage  fee,  finder's fee, or
commission  claimed  by any party who  claims to have been  involved  because of
association with such party; PROVIDED THAT Purchaser

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shall (pursuant to an agreement  between Purchaser and Broker) pay all fees owed
to the Broker in connection with this transaction.

16.    AMENDMENTS; WAIVERS.

       This Agreement constitutes the entire agreement of the parties related to
the  subject  matter of this  Agreement,  supersedes  all prior or  contemporary
agreement,  representations,  warranties,  covenants,  and understandings of the
parties.  This  Agreement  may not be  amended,  nor shall any  waiver,  change,
modification,  consent,  or discharge be effected,  except by an  instrument  in
writing  executed by or on behalf of the party against whom  enforcement  of any
amendment, waiver, change, modification, consent, or discharge is sought.

       Any waiver of any term or condition of this  Agreement,  or of the breach
of any  covenant,  representation,  or  warranty  contained  herein,  in any one
instance, shall not cooperate as or be deemed to be or construed as a further or
continuing   waiver  of  such   term,   condition,   or   breach  of   covenant,
representation,  or  warranty,  nor  shall any  failure  at any time or times to
enforce or require performance of any provision hereof operate as a waiver of or
affect in any manner  each  party's  right at a later time to enforce or require
performance  of such  provision or of any other  provision  hereof;  and no such
written  waiver,  unless  it,  by its  own  terms,  explicitly  provides  to the
contrary,  shall be  construed to effect a  continuing  waiver of the  provision
being waived and no such waiver in any instance shall constitute a waiver in any
other instance or for any other purpose or impair the right of the party against
whom such waiver is claimed in all other  instances or for all other purposes to
require full compliance with such provision.

17.    ASSIGNMENT; SUCCESSORS AND ASSIGNS.

       This  Agreement  shall not be assignable by any party without the written
consent of the others.  This Agreement  shall be binding upon and shall inure to
the benefit of the parties hereto and their respective  successors and permitted
assigns.

18.    SEVERABILITY.

       If any provision or provisions  of this  Agreement  shall be, or shall be
found to be, invalid, inoperative, or unenforceable as applied to any particular
case in any  jurisdiction or  jurisdictions,  or in all  jurisdictions or in all
cases, because of the conflict of any provision with any constitution or statute
or rule of public policy or for any other reason,  such  circumstance  shall not
have the effect of rendering the  provision or  provisions in question  invalid,
inoperative,  or unenforceable in any other jurisdiction or in any other case or
circumstance or of rendering any other provision or provisions  herein contained
invalid,  inoperative, or unenforceable to the extent that such other provisions
are not themselves actually in conflict with such constitution, statute, or rule
of public policy, but this Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative, or unenforceable provision
had never been contained herein and such provision  reformed so that it would be
valid,  operative,  and  enforceable  to the maximum  extent  permitted  in such
jurisdiction or in such case.

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and /or to such other  person(s)  and  address(es)  as either  party  shall have
specified in writing to the other.

23.    GENDER.

       Whenever used herein,  the singular number shall include the plural,  the
plural shall include the  singular,  and the use of any gender shall include all
genders.

24.    LAW TO GOVERN.

       This  Agreement  shall be  governed  by and  construed  and  enforced  in
accordance with the law (other than the law governing conflict of law questions)
of New Jersey.

25.    COURTS.

       Any action to enforce,  arising out of, or relating in any way to, any of
the  provisions of this Agreement may be brought and prosecuted in such court or
courts  located in New Jersey as is provided by law; and the parties  consent to
the  jurisdiction of the court or courts located in New Jersey and to service of
process by registered  mail,  return receipt  requested,  or in any other manner
provided by law.

26.    ARBITRATION.

       If the parties  hereto are unable to resolve any dispute  with respect to
claims arising hereunder within 30 days of written notice of such dispute by one
party to the others,  such dispute  shall be settled by  compulsory  and binding
arbitration by a panel of three  arbitrators  in accordance  with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award  rendered  by  the  arbitrator(s)  may be  entered  in  any  court  having
jurisdiction. The parties agree that such arbitration shall be held in New York,
New York.

       IN WITNESS  WHEREOF,  Seller,  Purchaser  Subsidiary  and Purchaser  have
caused this Agreement to be executed as of the date first above written:

                                 SURETY HOLDINGS CORP., Purchaser

                                 By:       /S/ HOWARD R. KNAPP
                                 Name:         HOWARD R. KNAPP
                                 Title:  Chief Financial Officer, Director


                                 MILLENNIUM INTERNATIONAL SPORTS
                                 & ENTERTAINMENT, LLC, Seller

                                 By:       /S/ DENNIS RADCLIFFE
                                 Name:         DENNIS RADCLIFFE
                                 Title:        MEMBER


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<PAGE>


                                 MILLENNIUM SPORTS & ENTERTAINMENT, INC.
                                 Purchaser Subsidiary

                                 By:      /S/ HOWARD R. KNAPP
                                 Name:          HOWARD R. KNAPP
                                 Title:         PRESIDENT



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