EXHIBIT 10.11

                                Agreement

This Agreement, by and between NMXS.com, Inc., a Delaware corporation
("NMxS"), and William Copeland ("Copeland"), is entered on the date of the
latter of the signatures of NMxS and Copeland below.

1.   Background.

     1.1. Whereas, NMxS and Copeland have previously entered into an
          Independent Account Representative Agreement (hereinafter the "IAR
          Agreement"), in which Copeland agreed to provide certain services to
          NMxS and NMxS agreed to compensate Copeland by Commissions and
          Nonqualified Stock Options (as defined in the IAR Agreement);

     1.2. Whereas, NMxS has already issued the total of Nonqualified Stock
          Options (hereinafter the "Options") called for in the IAR Agreement,
          and some but not all of the Options have vested;

     1.3. Whereas, Copeland has performed services for NMxS under the IAR
          Agreement which might obligate NMxS to pay Commissions to Copeland;

     1.4. Whereas, NMxS and Copeland desire to cease Copeland's service to
          NMxS, and to discharge all remaining obligations of NMxS to Copeland
          by issuance of stock in NMxS to Copeland;

     1.5. Now, therefore, in consideration of the mutual terms and conditions
          set forth herein, and other consideration, the receipt and
          sufficiency of which is hereby acknowledged, the parties hereto
          agree as follows:

2.   Stock to be issued to Copeland.  As soon as reasonably practicable after
     execution of this Agreement, NMxS shall issue to Copeland 75,000 shares
     of restricted common stock of NMxS.

3.   Discharge of Obligations.  The stock issuance above shall discharge all
     obligations of NMxS under the IAR Agreement, including without
     limitation the obligations to pay Primary Commissions (as defined in the
     IAR Agreement) and Residual Commissions (as defined in the IAR
     Agreement), for Copeland's activities both before and after the date of
     this Agreement.  Copeland shall retain the already-vested Options, but no
     more Options shall vest.

4.   Restricted Securities; Sales Of Shares Received.

     4.1. Copeland represents that he is aware that the shares to be issued
          to him have not been registered pursuant to the Securities Act of
          1933, as amended (the "1933 Act"), or any state securities act, and
          thus will be restricted securities as defined in Rule 144 promulgated
          by the SEC.  Therefore, under current interpretations and applicable
          rules, Copeland will probably have to retain such shares for a period
          of at least one year from the date of issuance and at the expiration
          of such one year period its sales may be confined to brokerage
          transactions of limited amounts requiring certain notification
          filings with the SEC and such disposition may be available only if
          NMxS is current in its filings with the SEC under the Securities
          Exchange Act of 1934, as amended, or other public disclosure
          requirements.

     4.2. Copeland covenants and warrants that the shares to be received
          are acquired for his own account and not with the present view
          towards the distribution thereof and it will not

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          dispose of such shares except (i) pursuant to an effective
          registration statement under the 1933 Act, or (ii) in any other
          transaction which, in the opinion of counsel acceptable to NMxS, is
          exempt from registration under the 1933 Act, or the rules and
          regulations of the SEC thereunder.  In order to effectuate the
          covenants of this subsection, an appropriate legend will be placed
          upon each of the certificates of common stock issued pursuant to
          this Agreement, and stop transfer instructions shall be placed with
          the transfer agent for the securities.

     4.3. Copeland represents and warrants that he has such knowledge and
          experience in business and financial matters that he is capable of
          evaluating the risks of the transactions contemplated hereby, and
          that the financial capacity of Copeland is of such proportion that
          the total cost of its commitment in the shares would not be material
          when compared with its total financial capacity.  Upon the written
          request of NMxS, Copeland shall provide NMxS with evidence of
          compliance with the requirements of any federal or state exemption
          from registration relied upon in connection with the issuance of
          shares as set forth in this Agreement.

     4.4. Copeland represents that prior to entering into this Agreement,
          he acquired sufficient information about NMxS to reach an informed
          knowledgeable decision to accept the shares in this transaction.  In
          particular, Copeland acknowledges access to and/or receipt of all
          documents filed electronically by NMxS with the SEC and available on
          the SEC web site at www.sec.gov.

     4.5. Copeland has had the opportunity to question and receive answers
          from representatives of NMxS concerning the terms and conditions of
          the proposed investment and the business of the Company.  Copeland
          represents and warrants that he has reviewed NMxS's filings with the
          SEC.  In addition, Copeland has received all requested additional
          information and documents necessary to verify the accuracy of the
          information furnished in NmxS's filings with the SEC.  Copeland
          represents that he has a preexisting personal or business
          relationship with NMxS or one of its officers, directors, or
          controlling persons, or, by reason of his business or financial
          experience, he has the capacity to protect his interests in
          connection with this transaction.

5.   Entire Agreement; Modification; Waiver.  This Agreement constitutes the
     entire agreement between or among the parties pertaining to the subject
     matter contained in it and supercedes all prior and contemporaneous
     agreements, representations, and understandings of the parties,
     including, but not limited to, the IAR Agreement.  No supplement,
     modification, or amendment of this Agreement will be binding unless
     executed in writing by all the parties or the applicable parties to be
     bound by such amendment.  No waiver of any of the provisions of this
     Agreement will constitute a waiver of any other provision, whether or
     not similar, nor will any waiver constitute a continuing waiver.  No
     waiver will be binding unless executed in writing by the party making
     the waiver.

6.   Counterparts; Facsimile Execution.  This Agreement may be executed in
     any number of counterparts and all such counterparts taken together
     shall be deemed to constitute one instrument.  Delivery of an executed
     counterpart of this Agreement by facsimile shall be equally as effective
     as delivery of a manually executed counterpart of this Agreement.  Any
     party delivering an executed counterpart of this Agreement by facsimile
     also shall deliver a manually

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     executed counterpart of this Agreement, but the failure to deliver a
     manually executed counterpart shall not affect the validity,
     enforceability, or binding effect of this Agreement.

7.   Drafting.  This Agreement was drafted with the joint participation of
     the parties and/or their legal counsel.  Any ambiguity contained in this
     Agreement shall not be construed against any party as the draftsman, but
     this Agreement shall be construed in accordance with its fair meaning.

8.   Binding on Successors.  This Agreement will be binding on, and will
     inure to the benefit of, the parties to it and their respective heirs,
     legal representatives, successors, and assigns.

9.   Governing Law.  This Agreement will be construed in accordance with, and
     governed by, the laws of the State of New Mexico as applied in contracts
     that are executed and performed entirely in the State of New Mexico.

10.  Severability.  If any provision of this Agreement is held invalid or
     unenforceable by any court of final jurisdiction, it is the intent of
     the parties that a valid and enforceable provision most closely
     reflecting the intent of the parties be substituted therefore, and that
     all other provisions of this Agreement be construed to remain fully
     valid, enforceable, and binding on the parties.

In witness whereof, the parties hereto have executed this Agreement the day
and year written above.

NMxS.com, Inc.                            William Copeland

by: /s/ Richard Govatski                  /s/ William Copeland
Richard Govatski, President

date: 8/31/01                             date: 8/31/01



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