Exhibit 2.6

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                            STOCK PURCHASE AGREEMENT

                                  by and among

                        The Atlas Group of Companies, LLC

                                on the one hand,


                                       and

                                    WAP, Inc.

                                       and

                             WealthHound.com, Inc.,

                                on the other hand


                                 March 30, 2001

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<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                              <C>
ARTICLE I  PURCHASE OF SHARES.....................................................................................1


   Section 1.1        Closing Date................................................................................1
                      ------------
    Section 1.2       Purchase and Sale...........................................................................1
                      -----------------

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                           AND THE SHAREHOLDER....................................................................2

   Section 2.1        Organization of the Company.................................................................2
                      ---------------------------
   Section 2.2        Authorization...............................................................................2
                      -------------
   Section 2.3        Capitalization; Shares; Title...............................................................3
                      ------------------------------
   Section 2.4        No Violations...............................................................................4
                      -------------
   Section 2.5        Governmental Consents.......................................................................4
                      ---------------------
   Section 2.6        Litigation..................................................................................4
                      ----------
   Section 2.7        Compliance with Law; Permits................................................................4
                      ----------------------------
   Section 2.8        Financial Statements; Nondisclosed Liabilities..............................................5
                      ----------------------------------------------
   Section 2.9        Improper Payments...........................................................................6
                      -----------------
   Section 2.10       Contracts...................................................................................6
                      ---------
   Section 2.11       Investment Contracts, Funds and Clients.....................................................6
                      ---------------------------------------
   Section 2.12       Agreements with Regulatory Agencies.........................................................7
                      -----------------------------------
   Section 2.13       Interest Rate Risk Management Instruments...................................................7
                      -----------------------------------------
   Section 2.14       Insurance...................................................................................7
                      ---------
   Section 2.15       Bank Accounts...............................................................................8
                      -------------
   Section 2.16       Full Disclosure.............................................................................8
                      ---------------
   Section 2.17       No Convictions, Injunctions, etc., against Registered Representatives.......................8
                      ---------------------------------------------------------------------
   Section 2.18       Brokers and Finders.........................................................................9
                      -------------------
   Section 2.19       Independent Counsel.........................................................................9
                      -------------------
   Section 2.20       Company Employees...........................................................................9

   Section 2.21       Real Property

   Section 2.22       Customer Complaints

ARTICLE III REPRESENTATIONS AND WARRANTIES OF ATLAS ..............................................................9

   Section 3.1        Organization of Atlas.......................................................................9
                      ---------------------
   Section 3.2        Authorization of Atlas......................................................................9
                      ----------------------
   Section 3.3        No Violations..............................................................................10
                      -------------
   Section 3.4        Governmental Consents......................................................................10
                      ---------------------
   Section 3.5        Brokers and Finders........................................................................10
                      -------------------

ARTICLE IV GENERAL COVENANTS.....................................................................................10

   Section 4.1        Conduct of Business of the Company Pending the Closing.....................................10
                      ------------------------------------------------------

                                        i
<PAGE>

   Section 4.2        Investigation..............................................................................12
                      -------------
   Section 4.3        Commercially Reasonable Efforts; Agreement to Cooperate; Further
                      ----------------------------------------------------------------
                      Assurances.................................................................................12
                      ----------
   Section 4.4        No Public Announcement.....................................................................14
                      ----------------------
   Section 4.5        Notice of Developments.....................................................................14
                      ----------------------
   Section 4.6        Expenses; Transfer and Similar Taxes.......................................................14
                      ------------------------------------
   Section 4.7        Application for NASD Approval..............................................................14
                      -----------------------------
   Section 4.8        Obligations of Atlas ......................................................................14
                      --------------------

ARTICLE V CONDITIONS TO THE CLOSINGS.............................................................................15

   Section 5.1        Conditions to the Obligations of Atlas.....................................................15
                      --------------------------------------
   Section 5.2        Conditions to the Obligation of the Company and the Shareholder............................16
                      ---------------------------------------------------------------

ARTICLE VI TERMINATION     17

   Section 6.1        Termination................................................................................17
                      -----------
   Section 6.2        Effect of Termination......................................................................17
                      ---------------------

ARTICLE VII INDEMNIFICATION......................................................................................19


ARTICLE VIII MISCELLANEOUS.......................................................................................19

   Section 8.1        Amendment, Modification and Waiver.........................................................19
                      ----------------------------------
   Section 8.2        Entire Agreement...........................................................................19
                      ----------------
   Section 8.3        Notices....................................................................................19
                      -------
   Section 8.4        Governing Law and Jurisdiction.............................................................19
                      ------------------------------
   Section 8.5        Headings...................................................................................19
                      --------
   Section 8.6        Assignment; Binding Agreement..............................................................19
                      -----------------------------
   Section 8.7        Third Party Beneficiaries..................................................................19
                      -------------------------
   Section 8.8        Specific Performance.......................................................................20
                      --------------------
   Section 8.9        Severability...............................................................................20
                      ------------
   Section 8.10       Counterparts...............................................................................20
                      ------------
</TABLE>


                                       ii
<PAGE>



   List of Schedules
   -----------------

   Schedule 2.10  Contracts

   Schedule 2.11(e) Orders

   Schedule 2.12  Agreements with Regulatory Agencies

   Schedule 2.14  Insurance

   Schedule 2.15  Bank Accounts

   Schedule 2.17  Registered Representatives

   Schedule 2.20  Employees

   Schedule 4.9   List of Expenses


                                      iii

<PAGE>



List of Exhibits
----------------

    Exhibit 2.8(b)         Most Recent Financial Statements
                           Delivered to the NASD

    Exhibit 4.8            Consultant Agreement


                                       iv
<PAGE>


                                    AGREEMENT

                  STOCK PURCHASE AGREEMENT ("Agreement"),  dated as of March 30,
2001,  by and among,  The Atlas  Group of  Companies,  LLC,  a Delaware  Limited
Liability  Company  ("Atlas"),  and  WAP,  Inc.,  a New  York  corporation  (the
"Company"),   and   WealthHound.com,   Inc.,   a   Delaware   corporation   (the
"Shareholder"), on the other hand.

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

                  WHEREAS, the Company was incorporated on February 8, 2000 (the
"Incorporation  Date") to engage in the broker/dealer  business (the "Business")
and the  Shareholder  owns  all of the  issued  and  outstanding  shares  of the
Company's common stock, no par value (the "Shares");

                  WHEREAS,  Atlas  desires,  subject to the terms and conditions
hereinafter  set forth,  to acquire  all of the  Shares of the  Company  for the
purchase price (the "Purchase Price") of $84,698, and the Shareholder,  desires,
subject to the terms and conditions  hereinafter set forth, to sell to Atlas all
the Shares;

                  WHEREAS,   the   Boards  of   Directors   of  both  Atlas  and
Shareholder,  respectively, have determined that it is advisable and appropriate
and in the best interests of their respective corporations and shareholders that
the  sale of the  Shares  occur  on the  terms  and  subject  to the  conditions
specified by the provisions of this Agreement.

                  WHEREAS,  the parties desire to make certain  representations,
warranties and  agreements in connection  with the sale of the Shares and desire
to prescribe certain conditions precedent to such Sale;

                  NOW  THEREFORE,  in  consideration  of the  foregoing  and the
respective representations, warranties, covenants, agreements and conditions set
forth herein, the receipt and sufficiency of which are hereby acknowledged,  the
parties hereto, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I

                                PURCHASE AND SALE

         Section  1.1      Closing  Date. The consummation of this Agreement and
the other transactions contemplated by this agreement (the "Closing") shall take
place at the  offices of counsel to  Shareholder,  Jenkens &  Guilchrist  Parker
Chapin LLP at The Chrysler  Building,  405 Lexington Avenue,  New York, New York
10174, at 10:00 a.m., local time, as soon as practicable after the conditions to
close set forth in Section 5 have been  satisfied or waived which is anticipated
to be on or before May 30, 2001 or at such other  date,  time or place as may be
agreed to in writing by the parties hereto (the "Closing Date").

<PAGE>

         Section  1.2      The  Purchase and Sale.  At the Closing,  Shareholder
shall sell, assign, transfer and deliver to Atlas, and Atlas shall purchase from
Shareholder,  all  of  the  Shares,  in  exchange  for  the  Purchase  Price  of
$84,698.35. The Purchase Price shall be paid as follows:

         (a)      a down payment ("Down  Payment") of Fifty  Thousand  ($50,500)
                  Dollars to be paid upon execution of this Agreement.  The Down
                  Payment  shall  be paid in the form of (i) a cash  payment  of
                  $35,000 and (ii) a cancellation of $15,500 in outstanding debt
                  owed by Shareholder to Atlas; and

         (b)      Thirty-Four  Thousand One Hundred  Ninety  Eight  ($34,198.00)
                  Dollars,  to be  paid  at any  time  up to and  including  the
                  Closing.


                                   ARTICLE II

                        REPRESENTATIONS AND WARRANTIES OF
                         THE COMPANY AND THE SHAREHOLDER

         Each  of the  Company  and  the  Shareholder,  jointly  and  severally,
represents and warrants to Atlas, as follows:

         Section  2.1       Organization  of  the  Company.  The  Company  is  a
corporation  duly organized and validly  existing under the laws of the State of
New York and has all requisite power and authority to own, lease and operate its
properties  and assets and to  conduct  the  Business  as now  conducted  and as
proposed  to be  conducted.  The  Company is duly  qualified  or  licensed to do
business in each jurisdiction in which the property owned, leased or operated by
it or the  nature  of the  Business  conducted  by it makes  such  qualification
necessary. The Company has no subsidiaries. A true, complete and correct copy of
each of the  Articles  of  Incorporation  Organization  and the  By-laws  of the
Company as in effect on the date of this  Agreement,  including  all  amendments
thereto, have heretofore been delivered to Atlas.

         Section   2.2       Authorization.   Subject  to  the  receipt  of  any
necessary  approvals by any Governmental  Entity and Self Regulatory  Authority,
the execution and delivery by the Company and  Shareholder of this Agreement and
each of the  agreements,  documents and instruments to be executed and delivered
by them pursuant hereto (collectively, the "Company Documents"), the performance
by the Company and the Shareholder of their respective obligations hereunder and
thereunder,  and the  consummation of the transactions  contemplated  hereby and
thereby,  have been duly and validly  authorized by all necessary  action on the
part  of the  Company  (including,  but  not  limited  to,  the  consent  of its
shareholder  and director) and the Company and the Shareholder has all necessary
power, authority and capacity, as the case may be, with respect thereto. Subject
to the receipt of any necessary  approvals of any  Governmental  Entity and Self
Regulatory Authority,  this Agreement is, and when executed and delivered,  each
of the Company

                                      -2-
<PAGE>

Documents  will  be,  valid  and  binding  obligations  of the  Company  and the
Shareholder,  as the  case  may be,  enforceable  against  the  Company  and the
Shareholder,  as applicable,  in accordance with their respective terms,  except
that  (a)  such  enforcement  may  be  subject  to any  bankruptcy,  insolvency,
reorganization,  moratorium, fraudulent transfer or other laws, in effect during
the  period  beginning  on the date  hereof and ending  upon the  Closing  Date,
relating  to or  limiting  creditors,  rights  generally  and (b) the  remedy of
specific  performance and injunctive and other forms of equitable  relief may be
subject to equitable  defenses and to the  discretion  of the court before which
any proceeding therefor may be brought.

         Section 2.3       Capitalization; Shares; Title.
                           -----------------------------

                  (a) The  authorized  capital  stock  of the  Company  consists
solely of 200  shares of common  stock,  no par  value,  of which 100 shares are
issued and outstanding (the "Shares").

                  (b) The Shares  constitute  all of the issued and  outstanding
capital stock in the Company, all of which are owned by the Shareholder. Each of
the  Shares  has been duly  authorized,  validly  issued  and is fully  paid and
non-assessable.  Except for the  transactions  contemplated  by this  Agreement,
there are no outstanding rights,  commitments or agreements of any kind to which
the  Company  or the  Shareholder  is a party or by  which  the  Company  or any
Shareholder is bound relating to any (i) options,  warrants,  calls,  preemptive
rights,  subscriptions or other rights,  convertible  securities,  agreements or
commitments of any character obligating the Company or the Shareholder to issue,
transfer or sell any shares of capital stock, options,  warrants, calls or other
equity interest of any kind whatsoever in the Company or securities  convertible
into or  exchangeable  for such  shares or equity  interests,  (ii)  contractual
obligations  of the  Company to  repurchase,  redeem or  otherwise  acquire  any
capital stock or equity interest of the Company or (iii) voting trusts,  proxies
or similar  agreements to which the Company or the  Shareholder  is a party with
respect to the voting of the capital stock of the Company.

                  (c) Upon consummation of the transactions contemplated by this
Agreement,  Atlas  shall  acquire  at the  Closing  related  thereto,  good  and
marketable  title to the Shares acquired at such Closing,  free and clear of any
mortgage,  pledge,  lien, charge,  security  interest,  adverse claim within the
meaning of Section  8-102(a)(1) of the Uniform  Commercial Code,  restriction of
any kind affecting title or encumbering property, real or personal,  tangible or
intangible,  or encumbrances of any nature whatsoever  (collectively,  "Liens").
After giving  effect to the  transactions  contemplated  to occur at each of the
Closings,  Atlas shall have  acquired  good and  marketable  title to all of the
Shares, free and clear of all Liens.

         Section 2.4       No Violations.  Subject to section 2.5 below, neither
the  execution  and delivery of this  Agreement or the Company  Documents by the
Company and the Shareholder,  to the extent that they are parties  thereto,  nor
the  consummation  by the  Company  and  the  Shareholder  of  the  transactions
contemplated hereby and thereby, as applicable, will: (a) violate, conflict with
or result in any breach of any the provision of the Articles of Incorporation or
the  By-Laws of the  Company;  (b)  subject  any  Permit (as  defined in Section
2.7(a)) to suspension,

                                      -3-
<PAGE>

modification or revocation; (c) violate or conflict with any Laws (as defined in
Section  2.7(a));  or (d) result in a violation  or breach of, or  constitute  a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute  a  default)  or result in the  termination  of,  or  accelerate  the
performance required by, or give rise to any right of termination, modification,
cancellation or acceleration or result in the imposition of any Lien upon any of
the assets of the Company under any agreement,  contract,  note, bond, mortgage,
franchise, permit, loan, lease, license, guarantee,  understanding,  commitment,
obligation  or other  arrangement  (written  or  oral) of any kind to which  the
Company is a party or by which the  Company or any of its  properties  or assets
may be bound.

         Section  2.5       Governmental   Consents.  Except  as  set  forth  in
Schedule  2.12  hereto,  no  consent,   permit,  license,  order,   appointment,
franchise,   certificate,   approval  or  authorization   of,  or  registration,
declaration  or  filing  with,  any  foreign,  federal,  state or  local  court,
administrative   agency  or  commission  or  other  governmental   authority  or
instrumentality (a "Governmental  Entity") is required by the Shareholder or the
Company in  connection  with the  execution,  delivery and  performance  of this
Agreement and the Company Documents.

         Section  2.6       Litigation.  There are no claims,  suits, actions or
proceedings  pending or, to the  knowledge  of the  Company or the  Shareholder,
threatened,  nor are there any inquiries,  investigations or reviews pending or,
to  the  knowledge  of the  Company  or the  Shareholder,  threatened,  against,
relating to or affecting the Company or the Shareholder  before any Governmental
Entity, Self Regulatory Authority (as hereinafter defined) or arbitral tribunal,
which, if adversely  determined,  would  individually or in the aggregate have a
material  adverse effect on the Business,  the Company or its prospects,  nor is
the  Company or the  Shareholder  subject to any order,  rule,  writ,  judgment,
award,  injunction  or decree of any  Governmental  Entity or arbitral  tribunal
having such  material  adverse  effect.  There are no  complaints  or  sanctions
against  the  Company  or its  management  by any  clients or  customers  of the
Company. For purposes of this Agreement,  "Self Regulatory Authority" shall mean
self-regulatory organizations in the securities and commodities field including,
without  limitation,  the  National  Association  of  Securities  Dealers,  Inc.
("NASD") and subsidiary entities.

         Section 2.7       Compliance with Law; Permits.
                           ----------------------------

                  (a)      The  Company has  complied  with and has no notice or
knowledge  that it has not (i)  complied in all respects  with all laws,  common
laws, rules, regulations,  ordinances, codes, statutes, judgments,  injunctions,
orders,  decrees,  permits,  policies and other requirements of any Governmental
Entity  applicable  to the  Company  or the  Business,  or by  which  any of the
Company's  properties  or  assets  may be  bound  ("Laws");  (ii)  obtained  all
consents,  permits, licenses, orders,  appointments,  franchises,  certificates,
approvals, authorizations and registrations issued by any Governmental Entity or
Self  Regulatory  Authority  which are necessary for the conduct of the Business
("Permits");  and (iii) or is not in default  with  respect to any order,  rule,
writ,  judgment,  award,  injunction  or  decree of any  Governmental  Entity or
arbitral tribunal,  applicable to the Business or any of its assets,  properties
or operations.

                                      -4-
<PAGE>

                  (b)      The  Company  has  filed  all  returns,  reports  and
information  statements  required  to be  provided  to or  filed  with  any  Tax
authority  relating  to  Taxes  (as  defined  herein)  and  has  paid in full or
contested in good faith or made adequate  provision for the payment of Taxes due
or accrued and unpaid as of the date of this  Agreement.  For  purposes  hereof,
"Tax" shall mean all taxes,  charges,  fees,  levies or other assessments of any
nature whatsoever,  including,  without limitation,  any income, gross receipts,
excise,  real  or  personal  property,  sales,  withholding,   social  security,
retirement,   unemployment,   occupation,  use,  service,  net  worth,  payroll,
franchise, transfer and recording taxes, imposed by any federal, state, local or
foreign Tax authority, arid shall include all interest,  penalties and additions
imposed with respect to such amounts.

                  (c)      The  Company does not act as investment advisor or in
the  case  of  open-end  funds,  a  principal  underwriter  for  any  registered
investment company.

                  (d)      The  Company,  as  required  by  the  nature  of  the
Business, is duly registered with the Securities and Exchange Commission ("SEC")
and the various  states as a  broker-dealer.  The Company has made  available to
Atlas  true,  complete  and  correct  copies of its Form BD,  together  with all
amendments  thereto,   and  such  other  filings  as  may  be  required  by  any
Governmental Entity.

                  (e)      The  Company  is not  required  by the  nature of the
Business or its assets to register with the Commodity Futures Trading Commission
and the various states as required as a commodities trading advisor or commodity
pool operator or futures commission merchant.

                  (f)      The  Company  is  currently  a member of the NASD and
since its  admission to membership in the NASD on April 18, 2000, it has been in
compliance  with  the  NASD  rules.  There is no  restriction  imposed  upon the
operations of the Company's business.  The Company has never received any notice
of censure,  suspension or revocation  since being admitted to membership in the
NASD.

                  (g)      The  Company,  under the  Exchange Act is required to
maintain Net Capital of $5,000.  The  Company's Net Capital as of March 29, 2001
was  $8,029  and it has not  diminished  since such  date.  The  Company,  since
admission  to  membership  in the NASD,  has always  elected to compute its "Net
Capital"  pursuant to the Basic  Method of  computing  "Net  Capital" as defined
under the NASD rules.

                  (h)      The  Company:  (i) is  registered  with  the  Central
Registry Depository under CRD No. 103935; (ii) is a subscriber to the Depository
Trust  Company;  (iii)  is a member  of  SIPC;  and  (iv)  maintains  a  blanket
broker-dealer  fidelity bond with the National Union Fire  Insurance  Company of
Pittsburgh, PA.

                  (i)      The   Company's  membership  agreement   ("Membership
Agreement") dated February 22, 2001, is in full force and effect.

                                      -5-
<PAGE>

         Section 2.8       Financial Statements; Nondisclosed Liabilities.
                           ----------------------------------------------

                  (a)      The Company has delivered or otherwise made available
to  Atlas  a true,  complete  and  correct  copy  of its  financial  statements,
including net capital computations  (collectively,  the "Financial  Statements")
prepared by the Company since the  Incorporation  Date in  accordance  with Rule
17a-5  promulgated  by the SEC under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act").  The Financial  Statements are true and correct in
all material respects and fairly present the financial  condition of the Company
as of such dates and the results of  operations  and cash flows for such periods
as required by Rule 17a-5.

                  (b)      There  is no liability or  obligation  of the Company
except (i) those that are disclosed, reflected or reserved against in accordance
with  generally  accepted  accounting  principles  ("GAAP")  on the most  recent
financial statements delivered to the NASD and attached hereto as Exhibit 2.8(b)
and  (ii)  such  liabilities  or  obligations  incurred  since  the  date of the
financial  statements set forth in the immediately  preceding clause (i), in the
ordinary  course  of  business,   consistent  with  past  practice,  and  which,
individually and in the aggregate,  do not have a material adverse effect on the
Business, the Company or its prospects.

                  (c)      The  Company owns good and marketable title to all of
the assets and properties reflected in the Financial Statements,  free and clear
of all Liens.

         Section  2.9  Improper  Payments.  Neither  the Company nor any member,
manager, officer, agent, employee or other individual or entity acting on behalf
of  the  Company,  has  (a)  used  any  Company  or  other  funds  for  unlawful
contributions,  gifts or  entertainment,  or has made any unlawful  expenditures
relating  to  political   activity  of  governmental   officials  or  others  or
established  or maintained  any unlawful or unrecorded  funds or (b) accepted or
received any unlawful contributions, payments, gifts or expenditures.

         Section  2.10  Contracts.  Except as set forth in  Schedule  2.10,  the
Company   is  not  party  to  any   contracts,   commitments,   obligations   or
understandings relating to the Business.

         Section 2.11 Investment Contracts, Funds and Clients.

                  (a)      The  Company does not provide investment  management,
investment advisory or sub-advisory services to any individual or entity, nor is
the Company a party to any  contract or agreement  relating to the  rendering of
investment  advisory or management  services,  including without  limitation all
sub-advisory services to any individual or entity.

                  (b)      All  customer and client  accounts  maintained by the
Company, if any, are non-discretionary.

                  (c)      The Company has adopted a formal code of ethics and a
written policy regarding insider trading and employee trading, a true,  complete
and correct copy of each of which has been  provided or supplied to Atlas.  Such
code and policy comply in all material

                                      -6-
<PAGE>

respects with  applicable  Law.  There have been no violations or allegations of
violations  of such  policies that have occurred or been made that have or would
be reasonably  likely to have a material  adverse  effect on the  Business,  the
Company or its prospects.

                  (d)      Neither  the  Company  nor any other  "principal"  or
"representative  (as defined in Rules 1021 and 1031,  respectively,  of the NASD
Manual)  with the Company has for a period not fewer than ten years prior to the
date of this  Agreement been convicted of any crime or is or has been subject to
any disqualification that would be a basis for denial,  suspension or revocation
of an NASD  registration  and there is no reasonable basis for, or proceeding or
investigation,  whether formal or informal, or whether preliminary or otherwise,
that is  reasonable  likely to become the basis for, any such  disqualification,
denial, suspension or revocation.

                  (e)      Except as set forth in Schedule 2.11(e), no exemptive
orders  have  been  obtained  or are  required,  nor  are any  requests  pending
therefor,  with respect to the Company under the Exchange Act or the  Securities
Act of 1933, as amended.

                  (f)      The   Company  is  not  party  to  any  agreement  or
commitment relating to "soft dollar" arrangements.

         Section 2.12 Agreements with Regulatory  Agencies.  Except as set forth
on Schedule 2.12, as of the date of this  Agreement,  the Company is not subject
to any  cease-and-desist  or other order issued by, or is a party to any written
agreement,  consent agreement or memorandum of understanding with, or is a party
to any commitment  letter or similar  undertaking to, or is subject to any order
or directive by, or is a recipient of any supervisory letter from or has adopted
any resolutions at the request of any Self Regulatory  Authority or Governmental
Entity that  materially  restricts  the  conduct of its  business or that in any
material  manner  relates to its  capital  adequacy,  its credit  policies,  its
management or its business  (each,  whether or not set forth in Schedule 2.12, a
"Regulatory  Agreement"),  nor has any Member or the  Company:  (i) been advised
since the  Organization  Date by any Self  Regulatory  Authority or Governmental
Entity  that  it is  considering  issuing  or  requesting  any  such  Regulatory
Agreement;  or (ii)  received  knowledge or notice of any pending or  threatened
regulatory investigation.  After the date of this Agreement, no matters referred
to in this Section 2.12 shall have occurred  except matters which,  individually
or in the aggregate,  would not have a material  adverse effect on the Business,
the Company or its prospects.

         Section 2.13 Interest Rate Risk Management Instruments.  The Company is
not party to any interest rate swaps,  caps,  floors and option  agreements  and
other interest rate risk management  arrangements,  whether entered into for the
account of the Company or for the account of a customer of any such entity.

         Section 2.14  Insurance.  Schedule 2.14  contains a true,  complete and
correct list of all policies of fire,  liability,  production,  completion bond,
errors and omissions,  fidelity bonds, workmen's compensation and other forms of
insurance owned or held by the Company and true,  complete and correct copies of
all such policies have previously been delivered to Atlas. All

                                      -7-
<PAGE>

such policies are in full force and effect,  all premiums  with respect  thereto
covering all periods up to and including the Closing Date have been paid, and no
notice of cancellation or termination has been received with respect to any such
policy.  Such  policies  (i) are  sufficient  for  compliance  with all material
requirements of Law and of all agreements to which the Company is a party,  (ii)
are  valid,  outstanding  and  enforceable  policies,  (iii)  provide  insurance
coverage  for the assets  and  operations  of the  Company  consistent  with the
coverage  customarily  maintained  by similarly  situated  companies,  (iv) will
remain in full force and effect  through  the dates set forth in  Schedule  2.14
without  the  payment  of  additional  premiums  and (v)  will not in any way be
affected by, or terminate or lapse by reason of, the  transactions  contemplated
by this Agreement.  During the last three years the Company has not been refused
any  insurance  with respect to its assets or  operations,  nor has its coverage
been  limited,  by any  insurance  carrier to which it has  applied for any such
insurance or with which it has carried insurance.

         Section 2.15 Bank  Accounts.  Set forth in Schedule 2.15 is the name of
each bank,  safe deposit  company or other  financial  institution  in which the
Company  has an  account,  lock  box or safe  deposit  box and the  names of all
persons authorized to draw thereon or have access thereto.

         Section  2.16 Full  Disclosure.  No  representation  or warranty of the
Shareholder  or the  Company  contained  in  this  Agreement,  and no  statement
contained in any  certificate or schedule  furnished or to be furnished by or on
behalf of the Shareholder or the Company to Atlas or any of its  representatives
pursuant hereto (including the Schedules  hereto),  contains or will contain any
untrue  statement  of a  material  fact,  or omits to state  any  material  fact
necessary, in the light of the circumstances under which it was or will be made,
in  order  to make the  statements  herein  or  therein,  taken as a whole,  not
misleading.

         Section 2.17 No  Convictions,  Injunctions,  etc.,  against  Registered
Representatives.  Schedule 2.17 sets forth all of the registered representatives
and other licensed personnel of the Company.  No employee,  officer,  manager or
member of the Company  and, to the  knowledge  of the Company or any Member,  no
registered  representative  of the  Company  within  the last ten years has been
convicted  of any felony or  misdemeanor  involving  the purchase or sale of any
security or any  insurance,  annuity or similar  contract or arising cut of such
person's  conduct  as,  or  by  reason  of  any  misconduct  is  permanently  or
temporarily  enjoined  by order,  judgment  or decree of any court of  competent
jurisdiction from acting as, an underwriter, broker, dealer, investment adviser,
municipal securities dealer, government securities broker, government securities
dealer,  transfer  agent,  insurance  agent,  or entity or person required to be
registered  under  the  Commodities  Exchange  Act  of  1936,  as  amended  (the
"Commodities  Exchange  Act"),  the  Securities  Act, the Exchange Act, or as an
Associated  Person,  salesman  or  employee  of any  investment  company,  bank,
insurance  company,  insurance  agency  or  entity  or  person  required  to  be
registered under the Commodities  Exchange Act, the Securities Act, the Exchange
Act, or is so permanently or temporarily enjoined from engaging in or continuing
any conduct or practice in  connection  with any such  activity or in connection
with the purchase or sale of any security or any  insurance,  annuity or similar
contract.

                                      -8-
<PAGE>

         Section  2.18  Brokers and  Finders.  The Company has not  employed any
broker,  financial  advisor or finder or incurred any  liability for any broker,
financial  advisory or finders'  fees in connection  with this  Agreement or the
transactions contemplated hereby.

         Section 2.19 Independent  Counsel. The Company and the Shareholder have
consulted  with their own attorney  regarding  legal matters and have  consulted
with their own tax advisor  regarding tax consequences  associated with entering
into this Agreement.

         Section 2.20 Company  Employees.  Schedule 2.20 sets forth the names of
all officers,  directors,  and employees of the Company; their position with the
Company; and nature of their NASD affiliation. I

         Section  2.21 Real  Property.  The  Company  does not own (of record or
beneficially), nor does it have any interest in, any real property.

         Section  2.22  Customer  Complaints.  There  are  no  pending  customer
complaints  or amounts  receivable  from any  customer  which  could  become the
subject of a dispute between the Company and such customer.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF ATLAS

         Atlas  represents  and  warrants  to the Company  and  Shareholder,  as
follows:

         Section 3.1 Organization of Atlas. Atlas is a limited liability company
duly organized and validly existing under the laws of the State of Delaware, and
has all requisite  power and authority to own,  lease and operate its properties
and assets and to conduct its businesses as now conducted.

         Section  3.2  Authorization  of Atlas.  Subject  to the  receipt of any
necessary  approvals of any Governmental  Entity and Self Regulatory  Authority,
the  execution  and  delivery  by  Atlas  of this  Agreement  and of each of the
agreements,  documents  and  instruments  to be  executed  and  delivered  by it
pursuant  hereto,  the  performance  by Atlas of its  obligations  hereunder and
thereunder,  and the  consummation of the transactions  contemplated  hereby and
thereby,  have been duly and validly  authorized by all necessary  action on the
part of Atlas,  and Atlas has all necessary  corporate  power and authority with
respect  thereto.  Subject to the  receipt  of any  necessary  approvals  of any
Governmental Entity and Self Regulatory  Authority,  this Agreement is, and when
executed and delivered, each of the other agreements,  documents and instruments
to be executed and delivered by Atlas in connection with this Agreement will be,
assuming the due authorization, execution and delivery of each such agreement by
all of the other  parties  thereto,  the valid and binding  agreement  of Atlas,
enforceable  against  Atlas in accordance  with the terms,  except that (a) such
enforcement may be subject to any bankruptcy,

                                      -9-
<PAGE>

insolvency,  reorganization,  moratorium, fraudulent transfer or other laws, now
or hereafter in effect, relating to or limiting creditors,  rights generally and
(b) the  remedy of  specific  performance  and  injunctive  and  other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
the court before which any proceeding therefor may be brought.

         Section 3.3 No  Violations.  Neither the execution and delivery of this
Agreement  and the  agreements,  documents  and  instruments  to be executed and
delivered by Atlas in connection herewith,  nor the consummation by Atlas of the
transactions contemplated hereby and thereby will: (a) violate, conflict with or
result in any breach of any provision of the  Certificate  of  Incorporation  or
By-laws of Atlas;  (b) subject to compliance  with the statutes and  regulations
referred to in Section 3.4 hereof applicable to Atlas,  violate or conflict with
any Laws  applicable to Atlas or by which any of its properties or assets may be
bound; or (c) result in a violation or breach of, or constitute a default (or an
event which,  with notice or lapse of time or both,  would constitute a default)
or result in the termination  of, or accelerate the performance  required by, or
give  rise  to  any  right  of   termination,   modification,   cancellation  or
acceleration  or result in the  imposition  of any Lien or the  creation  of any
security  interest,  charge or encumbrance upon any of the assets of Atlas under
any note, bond, mortgage, license, franchise, permit, lease, contract, agreement
or other  instrument,  commitment  or obligation to which Atlas is a party or by
which  Atlas  or  any of its  respective  properties  or  assets  may be  bound;
excluding  from the foregoing  clauses (b) and (c) such  violations,  conflicts,
breaches and defaults which, in the aggregate, would not have a material adverse
effect on the transactions contemplated by this Agreement.

         Section 3.4 Governmental  Consents. No consent,  order or authorization
of, or  registration,  declaration  or filing with, any  Governmental  Entity is
required by Atlas in connection with the execution,  delivery and performance of
this  Agreement  and the  other  agreements,  documents  and  instruments  to be
executed  and  delivered  by Atlas in  connection  with  this  Agreement  or the
consummation of the transactions  contemplated hereby or thereby, except: (a) as
may be required in  connection  with any Permits;  and (b) as may be required by
any Self Regulatory Authority.

         Section 3.5 Brokers and  Finders.  Atlas has not  employed  any broker,
financial advisor or finder or incurred any liability for any broker,  financial
advisory or finders' fees in connection with this Agreement or the  transactions
contemplated hereby.

                                   ARTICLE IV

                                GENERAL COVENANTS

         Section 4.1 Conduct of  Business  of the Company  Pending the  Closing.
During the period  from the date of this  Agreement  to the  Closing  Date,  the
Company  shall,  and the  Shareholder  shall cause the  Company to,  conduct its
operations  and  business  in the usual and  ordinary  course  of  business  and
consistent  with past  practice and use its best efforts to preserve  intact its
goodwill,  to keep  available  the  services  of its  present  officers  and key
employees, and

                                      -10-
<PAGE>

to preserve the goodwill and business relationships with any clients, customers,
brokers and others having business relationships with it. During the period from
the date of this  Agreement  to the Closing  Date,  the Company  shall  preserve
intact its capital  structure  (except as  contemplated  by this  Agreement) and
shall  not  issue  to any  person  or  entity  any  securities  of the  Company.
Notwithstanding  the  foregoing,  from the date hereof  until the Closing  Date,
neither the Company nor the Shareholder with respect to the Company,  shall take
any action  with  respect to the  operation  of the  business  without the prior
written consent of Atlas, except if demanded by any Self Regulatory Authority or
Governmental  Entity and such circumstances do not reasonably allow prior notice
to Atlas, provided that if the foregoing  circumstances do arise the Company and
the Shareholder shall give Atlas prompt written notice thereof. On and after the
date hereof and prior to and through  Closing Date, the Company will not and the
Shareholder  will not,  without the prior written  consent of Atlas,  permit the
Company to:

         (i) amend its certificate of incorporation or bylaws;

         (ii) issue or otherwise  grant or enter into any agreement  relating to
         the  issuance or grant of any stock  options,  warrants or other rights
         calling for or permitting the issue, transfer,  sale or delivery of its
         capital stock;

         (iii)  pay  or  declare  any  cash   dividend  or  other   dividend  or
         distribution with respect to its capital stock;

         (iv) issue,  transfer,  sell or deliver any shares of its capital stock
         or any securities  convertible  into or  exchangeable  for such capital
         stock;

         (v) redeem, purchase or otherwise acquire any outstanding shares of its
         capital stock or any securities  convertible  into or exchangeable  for
         such capital stock;

         (vi)  sell any  debt  securities  or lend  money  to or  guarantee  the
         indebtedness of any person or entity;

         (vii)  incur  any  indebtedness  of any kind or  nature  except  in the
         ordinary course of business;

         (viii) permit the  occurrence or  continuance  of any default under any
         business agreement;

         (ix) make any  acquisition  of the capital stock or equity  interest in
         any entity, except in the ordinary course of the Company's business;

         (x) make any acquisition of all or  substantially  all of the assets of
         the entity;

         (xi)  merge or  consolidate  with any other  company  or enter into any
         joint venture arrangement with any third party;

                                      -11-
<PAGE>

         (xii) enter into any  employment  or similar  contract with or increase
         the compensation payable to any officer or employee of the Company;

         (xiii)  sell,  transfer,  or  otherwise  dispose of any of its  assets,
         except in the  ordinary  course of business and  consistent  with prior
         business practices;

         (xiv) create,  incur,  assume,  or guarantee any indebtedness for money
         borrowed  or  create  or  suffer  to  exist  any  Liens  on  any of its
         properties or assets, real or personal;

         (xv) make any capital expenditures;

         (xvi)  increase the number of directors now on the  Company's  Board of
         Directors;

         (xvii)  change its method of  computing  "Net  Capital"  under the NASD
         rules;

         (xviii) establish a branch office, office of supervisory  jurisdiction,
         or similar office or facility; or

         (xix) suffer a reduction in its "Net Capital" below the amount required
         by the NASD rules.

         If Atlas  requests,  in  writing,  the  Company  to take any  action as
indicated in 4.1 above,  Atlas shall be liable for all expenses and  liabilities
which may arise as a result of the Company taking such action

         Section  4.2  Investigation.  Atlas  may make or cause to be made  such
additional  investigation  of the business and properties of the Company and its
financial and legal conditions as Atlas deems reasonably  necessary or advisable
to further  familiarize  itself  therewith  in  accordance  with the  procedures
described  in this Section 4.2. The Company  shall,  and the  Shareholder  shall
cause the  Company  to,  permit  Atlas and its  accountants,  counsel  and other
representatives  to have,  during the period from the date of this  Agreement to
the  Closing  Date,  reasonable  access to the  premises,  customers,  books and
records  of the  Company  relating  to the  Business  (including  such books and
records as relate to any of its Taxes),  for all  periods  prior to or as of the
Closing Date. The Company shall, and the Shareholder shall cause the Company to,
furnish Atlas with such financial and operating data and other  information with
respect to the Business as Atlas from time to time may  reasonably  request.  No
investigation  pursuant to this Section 4.2 shall affect any  representation  or
warranty  in  this  Agreement  of  any  party  hereto  or any  condition  to the
obligations of the parties hereto.

         Section 4.3 Commercially  Reasonable  Efforts;  Agreement to Cooperate;
Further Assurances. Subject to the terms and conditions of this Agreement,

                                      -12-
<PAGE>

each of the parties  hereto  shall use its  commercially  reasonable  efforts to
take,  or cause to be taken,  all  actions  and to do, or cause to be done,  all
things  necessary,  proper or advisable  under  applicable Laws and Contracts to
consummate and make effective the  transactions  contemplated  by this Agreement
including, without limitation:

                  (i)      providing information in accordance with the terms of
this  Agreement  and using its  commercially  reasonable  efforts  to obtain all
necessary  or  appropriate  waivers,  consents  and  approvals,  to  effect  all
necessary registrations and filings (including,  without limitation, all filings
as may be required by applicable Self Regulatory Authorities);

                  (ii)     to  lift any  injunction  or other  legal  bar to the
Acquisition or the other transactions contemplated hereby (and, in such case, to
proceed  with  the  Acquisition  or any such  transaction  as  expeditiously  as
possible);

                  (iii)    making  prompt application for and prosecute with the
NASD under Rule 1017 of the NASD Membership and Registration  Rules or otherwise
a proceeding seeking approval of the transaction contemplated by this Agreement;

                  (iv)     maintain   in  the   Company's   employ  its  current
officers,  directors and  executives,  including  all personnel  licensed by the
NASD;

                  (v)      maintain  in full  force  and  effect  the  Company's
Clearing Agreement and Membership Agreement without amendment thereto;

                  (vi)     execute and file all Tax returns required to be filed
by the Company;

                  (vii)    pay  all  outstanding  Taxes  required  to be paid in
connection with the Tax returns;

                  (viii)   prepare  and timely file,  prior to the Closing Date,
with the SEC and the NASD all financial  and other  reports  including an Annual
Audited  Report on Form X-17A-5 Part III or any  substitute  form which  reports
shall  indicate  that there is no adverse  change in the  business,  operations,
finances, assets and prospects of the Company;

                  (ix)     maintain   all  telephone  numbers  and  fax  numbers
currently utilized by the Company;

                  (x)      notify   the  SEC  or  any  other   applicable  state
regulatory  agency of this  Agreement  and the  proposed  sale of the  Shares to
Atlas.

         In case at any time  after  the  Closing  Date any  further  action  is
reasonably  necessary or desirable to carry out the purposes of this  Agreement,
each of the parties to this Agreement shall take all such  reasonably  necessary
actions.  Each of the  parties  hereto  will  furnish  to the other  party  such
necessary  information  and  reasonable  assistance  as such other  parties  may
reasonably  request in connection  with the foregoing and will provide the other
party with copies of all filings made by such party with any Governmental Entity
or any other  information  supplied  by

                                      -13-
<PAGE>

such party to a  Governmental  Entity in connection  with this Agreement and the
transactions contemplated hereby.

         Section  4.4  No  Public  Announcement.  Neither  the  Company  or  the
Shareholder,  on the one hand,  nor  Atlas,  on the other  hand,  shall make any
public announcement  concerning the transactions  contemplated by this Agreement
without the prior  approval  of the other party or parties,  as the case may be,
except as such  announcement may be required by Law or the rules and regulations
of a  Self-Regulatory  Authority,  in which case the party  required to make the
announcement  shall use all  reasonable  efforts to provide  the other  party or
parties,  as the case may be, with  reasonable time under the  circumstances  to
comment on such  announcement in advance of such  announcement.  Notwithstanding
the foregoing,  the parties hereto  acknowledge that after the execution of this
Agreement,   Shareholder  will  make  public   disclosure  of  the  transactions
contemplated by this Agreement (after giving Atlas the opportunity to review and
comment on such disclosure in advance of its release).

         Section 4.5 Notice of Developments.  Prior to the Closing,  the Company
and/or the Shareholder  shall promptly (and in any event within one (1) business
day  of  its  obtaining  knowledge  thereof)  notify  Atlas  in  writing  of the
occurrence (or non-occurrence) of any event or the existence of any circumstance
of which the Company or the  Shareholder  have  knowledge,  the  occurrence  (or
non-occurrence)  or the  existence  of which  would  cause or would be likely to
cause any representation or warranty contained in Article IV hereof to be untrue
or inaccurate  in any material  respect and of any failure of the Company or the
Shareholder to comply with or satisfy any covenant, condition or agreement to be
complied  with or  satisfied  by such  party  hereunder  prior to such  Closing;
provided,  however,  that  delivery of any notice  pursuant to this  Section 4.5
shall not limit or otherwise affect any remedies available to Atlas.

         Section 4.6 Expenses; Transfer and Similar Taxes. In the event that the
transactions contemplated hereby are not consummated, all funds paid by Atlas to
Shareholder,  on  account  of  the  transaction,  shall  be  reimbursed  by  the
Shareholder  within 10 business days upon the  termination of the Agreement.  In
addition  to the  foregoing,  the  Shareholder  shall be solely  liable  (to the
exclusion of the Company) to reimburse  Atlas for any and all funds deposited by
Atlas  directly  into the Company  from the date hereof  until  Closing,  if the
transactions as contemplated hereby are not consummated.

         Section 4.7 Application for NASD Approval.  The Company, with the prior
written  consent of Atlas (which  consent  shall not be  unreasonably  withheld)
shall file with the NASD  within  that  period of time as required by the NASD's
rules  and  regulations,  (i)  a  written  notice  describing,  in  detail,  the
transactions  contemplated  by this  Agreement,  (ii) an  executed  copy of this
Agreement and (iii) a draft of the Company's  Form BD Amendment  which  reflects
the consummation of the transactions contemplated by this Agreement.

         Section 4.8 Obligations of Atlas. Pending the Closing of the Agreement,
Atlas hereby agrees to be  responsible to pay all of the expenses of the Company
that are set forth in Schedule 4.9 hereof.

                                      -14-
<PAGE>

                                    ARTICLE V

                           CONDITIONS TO THE CLOSINGS

         Section 5.1 Conditions to the  Obligations of Atlas.  The obligation of
Atlas to effect the Closing is subject to the satisfaction or waiver at or prior
to the Closing Date, of the following conditions:

                  (a) No statute, rule, regulation,  order, decree or injunction
shall  have been  enacted,  entered,  promulgated  or  enforced  by any court or
governmental  authority  which  prohibits or restricts the  consummation  of the
Closing;

                  (b)  There  shall  not be  any  suit,  action,  investigation,
inquiry or other proceeding  instituted or pending by or before any Governmental
Entity  or  Self  Regulatory   Authority,   or  instituted  or  pending  by  any
non-governmental  third  party,  which  seeks to  enjoin  or  otherwise  prevent
consummation of the transactions contemplated by this Agreement;

                  (c) All  consents  and  approvals  legally  required  from any
Governmental  Entity or Self  Regulatory  Authority for the  consummation of the
Closing and the transactions contemplated hereby shall have been obtained and be
in effect on the Closing Date (including,  without  limitation,  the approval of
NASD)  applicable to the Closing,  except those for which failure to obtain such
consents and  approvals  would not,  individually  or in the  aggregate,  have a
material adverse effect on the Business, the Company or its prospects;

                  (d) The  representations and warranties of the Company and the
Shareholder contained in this Agreement shall be true and correct at the date of
this  Agreement  and as of each  Closing  Date as  though  made at and as of the
Closing Date,  except to the extent they expressly  refer to an earlier time, in
which case they shall be true and correct as of such time;

                  (e) The Company  and the  Shareholder  jointly  and  severally
shall have duly  performed  and  complied in all  respects  with each  covenant,
agreement and condition  required by this  Agreement to be performed by it at or
prior to the Closing Date pursuant to the terms hereof;

                  (f)  The  Shareholder  shall  have  obtained  the  consent  or
approval  of  each   individual   or  entity,   including  the  consent  of  its
shareholders, whose consent or approval shall be required in connection with the
transactions contemplated hereby under any law, material contract, agreement, or
other  instrument,  either  written  or  oral,  to  which  the  Company  or  the
Shareholder  is a party or by which  its  assets or  properties  may be bound or
affected;

                  (g) There shall have been no  developments or events that have
had or could  reasonably be expected to have,  individually or in the aggregate,
in the reasonable  discretion of Atlas, an adverse effect on the ability of' the
Company to consummate the

                                      -15-
<PAGE>

transactions  contemplated  hereby or on the Business or prospects,  operations,
properties, assets, liabilities or financial condition of the Company;

                  (h)  Atlas   shall  have   received   such  other   documents,
instruments and  certificates as are required to be delivered by the Shareholder
pursuant  to this  Agreement  or as  Atlas  shall  reasonably  request  from the
Shareholder;

                  (i) Atlas being satisfied in its sole and absolute  discretion
with the results of its "due diligence"  investigation  (pursuant to Section 4.2
hereof);

                  (j) That the Consulting  Agreement shall both be in full force
and effect and assigned by Shareholder to Atlas;

                  (k)  Shareholder  has  delivered  to  Atlas,   certificate  or
certificates  representing  and evidencing the Shares duly endorsed in blank for
transfer or by means of duly executed  stock powers  executed in blank which are
attached thereto; and

                  (l) The name of the Company has been changed to: Atlas Capital
Services, Inc.

                  (m)   Consulting    Agreement.    The   consultant   agreement
("Consultant  Agreement")  dated as of August 29, 2000 between  Shareholder  and
Wolf A.  Popper,  a copy of which is  attached  hereto as  Exhibit  5.1 has been
assigned  to Atlas,  and Atlas has assumed the  performance  of the  obligations
under and in accordance with that certain Consulting Agreement.

         Section  5.2  Conditions  to the  Obligation  of the  Company  and  the
Shareholder.  The  obligation of the Company and the  Shareholder  to effect the
Closing is further subject to the  satisfaction (or waiver by the Company or the
Shareholder) at or prior to the Closing Date of the following conditions:

                           (a)      The  representations and warranties of Atlas
contained  in this  Agreement  shall  be true  and  correct  at the date of this
Agreement  and as of the  Closing  Date as though  made at and as of the Closing
Date,  except to the extent they  expressly  refer to an earlier  time, in which
case they shall be true and correct as of such time;

                           (b)      Atlas shall have duly performed and complied
in all material respects with each covenant, agreement and condition required by
this Agreement to be performed by it at or prior to the Closing Date pursuant to
the terms hereof; and

                           (c)      The  Company  shall have received such other
documents, instruments and certificates as are required to be delivered by Atlas
pursuant to this Agreement.

                                      -16-
<PAGE>

                                   ARTICLE VI

                                   TERMINATION

         Section 6.1  Termination.  This Agreement may be terminated at any time
prior to the Closing:

                           (a)      by  the mutual written  consent of Atlas, on
the one hand, and the Company and the Shareholder, on the other hand;

                           (b)      (i)     by  Atlas upon  notice  given to the
Company if the Closing has not taken place on or before May 31, 2001;  provided,
however,  that the failure of the Closing to occur on or before such date is not
the  result  of the  breach of any  covenants,  agreements,  representations  or
warranties  hereunder of Atlas; or (ii) by the Company upon written notice given
to Atlas if the Closing has not taken place on or before May 31, 2001; provided,
however,  that the failure of the Closing to occur on or before such date is not
the  result  of the  breach of the  covenants,  agreements,  representations  or
warranties hereunder of the Company or the Shareholder;

                           (c)      by  Atlas,  on the one hand,  or the Company
and the  Shareholder,  on the other hand,  upon notice given to the other if any
court or Governmental Entity of competent  jurisdiction will have issued a final
permanent   order,   enjoining  or  otherwise   prohibiting   the   transactions
contemplated by this Agreement;

                           (d)      by    Atlas,    upon   a   breach   of   any
representation,  warranty,  covenant or  agreement on the part of the Company or
the  Shareholder  set  forth  in this  Agreement,  or if any  representation  or
warranty of the Company or the Shareholder  shall have become untrue,  in either
case such that the  conditions  set forth in  Section  5.1(d)  hereof or Section
5.1(e)  hereof would not be satisfied as of the time of such breach or as of the
time such representation or warranty shall have become untrue; or

                           (e)      by the Company and the  Shareholder,  upon a
breach of any  representation,  warranty,  covenant or  agreement on the part of
Atlas set forth in this Agreement, or if any representation or warranty of Atlas
shall have become  untrue,  in either case such that the conditions set forth in
Section  5.2(a) hereof or Section 5.2(b) hereof would not be satisfied as of the
time of such breach or as of the time such representation or warranty shall have
become untrue.

         Section 6.2 Effect of  Termination.  In the event of the termination of
this  Agreement as provided in Section 6.1 hereof,  all of the  obligations  and
liabilities  of the parties  under this  Agreement  shall  terminate;  provided,
however,  that (i) nothing in this Section 6.2 shall  relieve any party from any
liability  for any  breach of this  Agreement  and (ii) the  obligations  of the
parties to this  Agreement  under  Section  4.6 hereof  shall  survive  any such
termination.

                                      -17-
<PAGE>

                                   ARTICLE VII

                                 INDEMNIFICATION

         Section 7.1 Survival. Notwithstanding any investigation made by each of
the parties hereto, all representations and warranties of each of the parties in
this  Agreement  shall  survive  for a period of two (2) years from the  Closing
Date.

         Section 7.2 Indemnification by the Company and the Shareholder.

                  (a)      The   Company  and  the   Shareholder,   jointly  and
severally as to  themselves  and each other,  shall  indemnify,  defend and hold
harmless  Atlas,  each  of  their  successive  successors  and  assigns  and its
directors,  officers, agents,  representatives and employees (collectively,  the
"Purchaser  Indemnified Parties") from and against any and all liability,  loss,
damage, claim, charge, action, suit, proceeding, investigation, deficiency, Tax,
interest,  penalty,  reasonable cost and reasonable expense (including,  without
limitation,  fees of outside legal counsel) (a "Loss")  imposed on,  incurred or
suffered by or asserted against any Purchaser  Indemnified  Party, to the extent
such Loss results from or arises out of: (i) any breach of any representation or
warranty of the Company or the Shareholder contained in this Agreement, (ii) any
breach of any  covenant  of the  Company  or the  Shareholder  set forth in this
Agreement  and (iii) the  ownership  or operation of the Business or the Company
prior to the Closing Date; provided, however, that such indemnification shall be
limited to the aggregate amount of $25,000 plus the Purchase Price.

                  (b)      If  the  Shareholder  should be required to indemnify
any  Purchaser  Indemnified  Party,  the  Shareholder  shall  have no  right  to
contribution by or indemnification from the Company.

         Section 7.3 Indemnification by Atlas. Atlas shall indemnify, defend and
hold harmless the Shareholder  (and, if the Acquisition is not consummated,  the
Company and its directors,  officers, agents, representatives and employees) and
his  successive  successors  and permitted  assigns  (collectively,  the "Seller
Indemnified  Parties"  and,  together with the  Purchaser  Indemnified  Parties,
collectively referred to as the "Indemnified  Parties") from and against any and
all Losses  imposed on,  incurred or suffered by or asserted  against any Seller
Indemnified Party, directly or indirectly, to the extent resulting from, arising
out of, or  incurred  with  respect to (i) any breach of any  representation  or
warranty  of Atlas  contained  in this  Agreement  and (ii)  any  breach  of any
covenant  of Atlas set forth in this  Agreement;  provided,  however,  that such
indemnification shall be limited to the aggregate amount of $25,000.

                                      -18-
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS

         Section 8.1 Amendment,  Modification and Waiver. This Agreement may not
be amended, modified or waived except by an instrument or instruments in writing
signed and delivered on behalf of each of the parties hereto.

         Section  8.2  Entire  Agreement.  This  Agreement  (together  with  the
schedules,  exhibits and other agreements,  documents and instruments  delivered
pursuant hereto) constitutes the entire agreement among the parties with respect
to the subject  matter  hereof and  supersedes  all other prior  agreements  and
understandings  both  written  and oral,  among the  parties or any of them with
respect to the subject matter hereof.

         Section 8.3 Notices. All notices,  requests,  claims, demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person,  by telecopy
(which is  confirmed),  or by  registered or certified  mail  (postage  prepaid,
return receipt requested) to the parties at their respective addresses first set
forth herein or to such other  address as the person to whom notice is given may
have  previously  furnished  to the  others in  writing  in the manner set forth
above;  provided,  however,  that any notice to Shareholder  shall not be deemed
given until a copy of such notice is delivered to:  Jenkens & Guilchrist  Parker
Chapin LLP, 405 Lexington Avenue, New York, New York 10174 (Attention:  James D.
Garbus,  Esq.),  Telecopy No.: (212) 704-6288;  and provided,  however, that any
notice  to Atlas  shall  not be  deemed  given  until a copy of such  notice  is
delivered to: Goldstein & DiGioia, LLP, 369 Lexington Avenue, New York, NY 10017
(Attention: Stanley Goldstein, Esq.), Telecopy No.: (212) 599-3322.

         Section 8.4 Governing Law and  Jurisdiction.  This  Agreement  shall be
governed by and construed in  accordance  with the laws of the State of New York
applicable to agreements made and to be performed entirely in that State.

         Section 8.5 Headings.  The descriptive headings herein are inserted for
convenience  of  reference  only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.

         Section 8.6 Assignment;  Binding Agreement.  Neither this Agreement nor
any of the rights,  interests or obligations  hereunder shall be assigned by any
of the parties  hereto  (whether by operation of law or  otherwise)  without the
prior  written  consent of the other parties  hereto;  This  Agreement  shall be
binding  upon and inure to the  benefit  of and be  enforceable  by the  parties
hereto and their respective successors and permitted assigns.

         Section  8.7 Third  Party  Beneficiaries.  Nothing  in this  Agreement,
express or implied, is intended to or shall confer upon any individual or entity
other than the  parties  hereto any  rights,  benefits or remedies of any nature
whatsoever under or by reason of this Agreement.

                                      -19-
<PAGE>

         Section 8.8 Specific Performance.  The parties recognize and agree that
if for any reason any of the  provisions of this  Agreement are not performed in
accordance  with their specific terms or are otherwise  breached,  immediate and
irreparable  harm or injury would be caused for which money damages would not be
an adequate  remedy.  Accordingly,  each party agrees  that,  in addition to any
other  available  remedies,  each other party shall be entitled to an injunction
restraining  any  violation or  threatened  violation of the  provisions of this
Agreement.  In the event that any action  should be brought in equity to enforce
the  provisions of the  Agreement,  no party will allege,  and each party hereby
waives the defense, that there is an adequate remedy at law.

         Section 8.9 Severability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction  shall, as to that jurisdiction,
be  ineffective  to the extent of such  invalidity or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the  validity or  enforceability  of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

         Section 8.10  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed to be an original,  but all of
which shall constitute one and the same agreement.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]


                                      -20-
<PAGE>

                  IN  WITNESS  WHEREOF,  each of the  parties  has  signed  this
Agreement  or caused this  Agreement to be executed on its behalf by its officer
thereunto duly authorized, all as of the day and year first above written.

                                  WEALTHHOUND.COM, INC.,



                                  By: /s/ Robert Schechter
                                      ---------------------------------
                                          Name: Robert Schechter
                                          Title:   Secretary

                                  WAP, INC.,



                                  By: /s/ Thomas Diamante
                                      ---------------------------------
                                         Name: Thomas Diamante
                                         Title:    President

                                  THE ATLAS GROUP OF COMPANIES, LLC



                                  By: /s/ Michael D. Farkas
                                      ---------------------------------
                                         Name: Michael D. Farkas
                                         Title:   Chief Executive Officer


                                      -21-