Exhibit 10.1




        Exhibit
10.1 Agreement between the Registrant and Auerbach, Pollak & Richardson,
dated December 12, 2000. 


SHARE
PURCHASE AGREEMENT


This SHARE PURCHASE AGREEMENT
(“Agreement”), dated as of December 12, 2000 (the “Closing
Date”), is entered into by eVision USA.Com, Inc., a Colorado corporation
(“eVision”), American Fronteer Financial Corporation, a Colorado
corporation and wholly owned subsidiary of eVision (“AFFC”)(AFFC and
eVision may be hereinafter referred to as “Buyer”), and Auerbach,
Pollak, and Richardson, Inc., a Delaware corporation (“APR” or
“Seller”)(all parties may be collectively referred to as
“Parties”) 


        WHEREAS,
AFFC and APR are registered securities broker/dealers which, among other
activities, provide customary broker/ dealer services to retail and
institutional clients through a network of branch offices; and


        WHEREAS,
eVision desires to purchase shares, representing a certain percentage, of APR,
and APR desires to sell those shares to eVision.


        NOW
THEREFORE, in consideration of the terms, conditions, and covenants herein contained, the parties
hereby agree as follows:


1.0   TRANSFERS


        1.01
Transfer of Shares. Upon the transaction date of December
19th, 2000 (“Transaction Date”), Seller shall deliver to
eVision: 


	 	
(a)
such number of shares, with preemptive rights, as will equal, after giving
effect to the issuance thereof, 24.9% (twenty-four and nine tenths percent) of
the outstanding common stock of APR, on a fully diluted basis prior to an
initial public offering, issued and outstanding as of the execution date; and





	 	
(b)
an option to purchase an additional 15.1% (fifteen and one tenth percent) of
outstanding common stock, with preemptive rights, on a fully diluted basis prior
to an initial public offering, of APR for one dollar. Such option shall expire
two years after the date of execution of this Agreement.





	 	
(c)
A right of first refusal to match future equity financing of APR, exercisable
for thirty (30) days after written presentation to eVision of any proposed
equity financing for APR.





        1.02
Instruments of Conveyance and Transfer. Upon the execution of this
Agreement, the Parties agree to execute and deliver to the other party such
documents of transfer that the Parties may reasonably request relating to the
shares acquired by this Agreement.






2.0  PURCHASE PRICE,
ASSUMPTION OF LIABILITIES


        2.01
Purchase Price. As consideration, Buyer shall convey, transfer, or assign to
Seller, the certain assets and certain personnel of AFFC relating to its retail
brokerage and other operations in Albany, NY; Chicago, IL; Atlanta, GA; Dallas,
TX; Colorado Springs, CO; San Francisco, CA; and in the Denver, CO Headquarters,
and more specifically listed in SCHEDULE A, (hereinafter collectively referred
to as the “Assets”). APR shall have the right to reasonably reject or
renegotiate all contracts, agreements or commitments of any kind within a
reasonable period after consummation of this Agreement. Any transfer of leases
and contracts, as requested, by APR pursuant to this Agreement, will be
completed in a reasonably timely manner. Any equipment or leasehold improvements
owned by AFFC, in locations accepted by APR, will become property of APR, if not
excluded, by APR. It is understood that there can be no guarantee that employees
of AFFC may elect to become employees of Seller, and that those employees who do
elect to be employed by Seller will become “at-will” employees of
Seller. 


        In
addition:


	 	
(a)
All commissions, including but not limited to gross credits, mutual fund
trailers, 12(b)(1) revenue, and miscellaneous broker/dealer revenue, and all
commission expense responsibility, of AFFC for the month of December 2000, shall
be transferred to APR no later than January 10, 2001.





	 	
(b)
APR will be responsible for the pro rata share of the operating expenses of the
Assets after the Transaction Date, and shall reimburse AFFC for these expenses
it accepts, no later than January 19, 2001.





	 	
(c)
It is understood that the Parties will meet no later than the 15th of
the subsequent months to reconcile outstanding balances.





        2.02
Instruments of Conveyance and Transfer. Upon the execution of this
Agreement, the Parties agree to execute and deliver to the other party such
documents of transfer that the Parties may reasonably request relating to the
Assets acquired by this Agreement. 


        2.03
Assumption of Liabilities. APR is not assuming, and shall not be deemed to
have assumed, any liabilities or obligations of eVision or AFFC.


3.0   BOARD REPRESENTATION


        3.01
Upon the execution of this Agreement, Seller shall give to eVision the option to
nominate two members to the Board of Directors of APR whose elections shall not
be unduly withheld. 


4.0   REPRESENTATIONS AND
WARRANTIES


        4.01
Representations and Warranties of Parties. The Parties represent and warrant to
the other party as follows:
















2




        
(a) Organization, Corporate Power. Each Party is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its corporation. The Parties have all requisite corporate power
and authority to own, operate and lease the Assets, to carry on the operations
as it is now being conducted, to execute and deliver this Agreement and to
perform their obligations hereunder. 


        
(b) Marketable Title. To the best of its knowledge, AFFC has good and
marketable title to the Assets, free and clear of any and all liens, charges,
claims, pledges, security interests or other encumbrances of any kind
whatsoever, except for any obligations that accompany certain Assets that arise
in the ordinary course of business, including but not limited to lease
obligations. 


        
(c) Record Owner. eVision is the record and beneficial owner of all of the
outstanding shares of capital stock of AFFC.


        
(d) Condition of the Assets. The Assets conform in all respects to
all requirements of applicable laws. All of the Assets are in good operating
condition and in good state of maintenance and repair and are adequate for use
in the conduct of AFFC’s business as previously conducted. 


        
(e) Authorization; Validity of Agreement. Parties have the full right, power
and authority, to execute and deliver this Agreement to which it is a party and
to consummate the transactions contemplated hereby, and to make the
representations set forth herein and therein. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the Parties and no other proceedings on the part
of the Parties are necessary to authorize the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby by the
Parties. This Agreement will be duly and validly executed by the Parties and
constitute the valid and binding agreement of the Parties, enforceable against
Buyer in accordance with its respective terms, except as such enforceability may
be subject to or limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights
generally. 


        
(f) Consents and Approvals; No Violation. The execution, performance and
delivery by Parties of this Agreement and the consummation by Parties of the
transactions contemplated hereby and thereby, respectively, and the compliance
by Parties with the provisions hereof will not: (a) conflict with or breach any
provision of the Articles of Incorporation or By-Laws of the Parties; (b)
violate or breach in any respect any provision of, or constitute a default (or
an event which, with notice or lapse of time or both would constitute a default)
under, any of the terms, covenants, conditions or provisions of, or give rise to
a right to terminate or accelerate or increase the amount of payment due under,
any note, bond, mortgage, indenture, deed of trust, license, franchise, permit,
lease, contract, agreement or other instrument, commitment or obligation to
which Parties are a party (collectively, “Contracts”), or by
which Parties or any of its properties or assets, as applicable, may be bound or
affected; (c) result in the creation of any Lien on or affecting the Assets; (d)
violate any order, writ, injunction, decree, judgment, or ruling of any court or
governmental authority, applicable to Buyer or any of their respective
properties or assets; or (f) violate any statute, law, rule or regulation
applicable to Parties or any of its properties or assets. 










3




        
(g) Governmental Consents. To the best of the Buyer’s knowledge, 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 Parties in connection with the execution and
delivery of this Agreement. 


        
(h) Litigation. AFFC agrees it shall defend, continue to defend, promptly
pay all costs and expenses including legal fees, settlements, and judgments and
indemnify APR from any litigation that AFFC is currently defending. AFFC shall
defend, continue to defend, continue to promptly pay all costs and expenses
including legal fees settlements and judgments, and indemnify costs and expenses
including legal fees, settlements and judgments of future litigation that arise
from the business activities of AFFC or eVision, prior to the execution of this
transaction. APR agrees that it will reasonably cooperate, including but not
limited to providing access to employees and documents, with AFFC and eVision in
its resolution of its litigation matters. 


        
(i) Investment Intent; Right of First Refusal. eVision is acquiring the
shares of common stock of APR for its own account, for investment purposes and
not with a view to, or for sale in connection with, any distribution. eVision
may transfer its interest to an affiliate with the written consent of APR, which
shall not be unreasonably withheld. eVision and APR agree to enter into a
Shareholder’s Agreement whereby APR retains a right of first refusal,
exercisable for sixty days after eVision’s written notice of intent to
sell, to purchase, or arrange for the purchase, of eVision’s interest. 


        
(j) Accredited Investors. eVision: (i) is an “accredited investor”
as that term is defined in Rule 401(a) promulgated under the Securities Act of
1933, as amended (the “Act”), (ii) is able to sustain an entire
loss of the investment represented by the Shares, (iii) has such knowledge and
experience in financial, business and investment matters as to be capable of
evaluating the merits and risks of this investment, (iv) has the ability to bear
the economic risks of this investment, (v) has had access to and has received
such information regarding APR as is specified in subparagraph (b)(2) of Rule
402 promulgated under the Act, and (vi) without in any way limiting APR’s
right or ability to rely on the representations and warranties made by Buyer in
or pursuant to this Agreement, has been afforded prior to the closing the
opportunity to ask questions of, and to receive answers from, APR and to obtain
any additional information, to the extent APR has such information or could have
acquired it without unreasonable expense, all as necessary for eVision to make
an informed investment decision with respect to the acquisition of the Shares. 










4




        
(k) Authorization of Agreements. All Parties state that the execution of
this transaction has been authorized by requisite corporate action.


        
(l)    Financial Statements; Reports.


	 	 	 	1.	
AFFC and APR have submitted, and will continue to submit upon request by the
other party, accurate and current financial statements to the other Party.




	 	 	 	2.	
Each of the Parties has filed all: (i) forms, reports, statements and other
documents required to be filed with the SEC including, without limitation, all
FOCUS reports and all amendments and supplements to all such reports; and (ii)
forms, reports, statements and other documents required to be filed with any
Governmental Authorities.





        
(m) Registrations. AFFC and APR are duly registered as a broker/dealer and
such registrations are in full force and effect.


        
(n) Employee Registrations. All of APR’s officers and employees and all
of AFFC’s officers and employees who are required to be licensed or
registered to conduct the business of APR and AFFC, respectively, as presently
conducted are duly licensed or registered in each state in which such licensing
or registration is so required. 


        
(o) Common Stock of APR. As of the date hereof, the authorized Common Stock
of APR consists of ____shares of common stock, par value $_______per share, of
which ________shares are outstanding as of the date hereof. 


        
(p) Other Information. None of the information furnished by Parties to the
other party in this Agreement, the exhibits hereto, the schedules identified
herein, or in any certificate or other document to be executed or delivered
pursuant hereto by Parties at or prior to the execution, is, or upon the
execution will contain, any misstatement of material fact. 


        
(q) Notifications. The Parties shall promptly notify the other party in
writing:


	 	 	 	1.	
of any governmental, administrative or Self Regulatory Organization complaints,
investigations or hearings (or communications indicating that the same may be
contemplated) related to its business; and





	 	 	 	2.	
if either Party shall discover that any representation or warranty made by them
in this Agreement was when made, or has subsequently become, untrue in any
respect;













5




	4.02	
Confidentiality. The contents of this Agreement shall be kept confidential
between the Parties, except as otherwise required by law, including but not
limited to the provisions of the federal securities laws, and except that each
party may discuss the contents with its professional advisors, including
attorneys and accountants. 



	4.03	
Insurance. The Parties shall continue current insurance arrangements
until there can be further agreement between the parties as to appropriate
insurance coverage.





4.04 Retention
of Employees; Benefits.


	 	        
(a) Offers of Employment. Effective reasonably after the execution date, APR
may offer to continue the employment, at will, or consultancy of all employees.
AFFC shall notify APR if any employee of, or consultant to, AFFC shall announce
his or her intention not to accept such offer by APR. Upon the employee(s)’
acceptance of employment with APR, their forgivable loan, if applicable, shall
be transferred and/or assigned to APR. APR shall not be responsible for any
payments, expenses and costs paid or required to be paid in connection with the
employment or termination of employment of any employees of Buyer who do not
accept APR’s offer of employment with APR. 





	 	        
(b) No Contract Offer of Employment. Nothing in this Agreement, express or
implied, shall confer upon any employee of Parties, or any representative of any
such employee, any rights or remedies, including any right to employment or
continued employment for any period, of any nature whatsoever, whether as a
third party beneficiary or otherwise, it being understood and agreed that any
such employment shall, to the maximum extent permitted by applicable law, be
employment at will. 





	 	        
(c) Worker Adjustment and Retraining Notification Act of 1988. If
applicable, pursuant to the Worker Adjustment and Retraining Notification Act of
1988 (“WARN”), Buyer has provided or shall provide timely and
effective notice to its employees and any applicable unit of government with
respect to any employment loss suffered by such employees as the result of the
termination of their employment by Buyer and any failure of APR to employ them
at the Closing. Nothing contained in this Section ____ shall be deemed to
constitute a requirement that APR employ or offer employment to such employees.
In the event that WARN requires notice to such employees and Buyer fails to
provide timely and effective notice under WARN, Buyer shall indemnify and hold
APR harmless from and against any liability to such employees or any unit of
government that may result to APR from such failure, including but not limited
to, fines, back pay and reasonable attorney’s fees. 





	 	        (d)
Buyer shall remain responsible for costs and expenses that relate to its
employees and arose prior to this Agreement including: (i) payment of any and
all wages, accrued vacation pay, bereavement pay, jury duty pay, disability
income, supplemental unemployment benefits, fringe benefits or other perquisites
of employment, termination indemnities or similar benefits (whether arising
under any plan, program, policy or arrangement of Buyer or under applicable
local law), payroll taxes and other payroll related expenses; (ii) payments to
or under employee benefit plans (within the meaning of section 3(3) of ERISA)
maintained or contributed to by Buyer, in either case arising out of or relating
to the employment of any of the Transferred Employees by Buyer prior to the
Closing Date; (iii) all workers’ compensation claims of its employees; (iv)
compliance with COBRA and ERISA; and (v) grievance, arbitration proceeding,
charge or complaint filed on behalf of an employee or labor organization, before
the National Labor Relations Board, the Equal Employment Opportunity Commission,
state and local civil rights agencies, federal or state departments of labor,
and the various occupational health and safety agencies. 














6




4.05 Further
Assurances.


	 	        
(a) Future Documents. From time to time following the execution of this
Agreement, the Parties shall execute and deliver, or cause to be executed and
delivered, to the other party such documents of conveyance and transfer, in form
reasonably satisfactory to the other party, as the other party may reasonably
request. 





	 	        
(b) Supporting Documents. Parties and their counsel shall have reasonable
access to the following supporting documents of the other Parties: copies of the
Articles of Incorporation, bylaws, resolutions, and other corporate documents of
each Party and all amendments thereto.





5.0  INDEMNITY


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 three (3) years from the Closing Date. 


5.01 AFFC
Indemnification. AFFC agrees to indemnify, defend, and hold APR and its
directors, officers, employees, agents and representatives harmless from and
against all demands, claims, actions or causes of action, assessments, losses,
damages, liabilities, including interest, penalties, and reasonable
attorney’s fees, assessed against, resulting to, imposed upon or incurred
by APR by reason of or resulting from: 


	 	 	(a)	
a breach of or failure to perform any representation, warranty or covenant by
AFFC contained in this Agreement;




	 	 	(b)	
any liabilities or obligations by AFFC that are not assumed by APR pursuant to
this Agreement; or




	 	 	(c)	
the ownership or operation of the Business or the Assets of AFFC as conducted
prior to the date hereof, including without limitation any failure by AFFC to
conduct its business prior to the date of execution in compliance with any
federal, state or local laws, statutes, ordinances, rules, regulations, or
permits.




5.02 APR
Indemnification. APR agrees to indemnify, defend, and hold AFFC and eVision
and their directors, officers, employees, agents and representatives harmless
from and against all demands, claims, actions or causes of action, assessments,
losses, damages, liabilities, including interest, penalties, and reasonable
attorney’s fees, assessed against, resulting to, imposed upon or incurred
by AFFC or eVision by reason of or resulting from: 












7




	 	 	(a)	
a breach or failure to perform any representation, warranty or covenant by APR
contained in this Agreement; or




	 	 	(b)	
any failure by APR to conduct its business prior to the date of execution in
compliance with any federal, state or local laws, statutes, ordinances, rules,
regulations, or permits.





6.0   TERMINATION


        6.01
Termination.  This Agreement may be terminated:


	 	
(a) by APR, if Buyer commits a material misrepresentation, fraud, or illegality,
to APR’s material detriment, of a material condition and obligation set
forth in this Agreement, and Buyer does not cure or eliminate the material
misrepresentation, fraud, or illegality (or APR does not waive same) within
thirty (30) days after written notice has been given by APR to Buyer of such
material misrepresentation, fraud, or illegality;





	 	
(b) by Buyer, if the material conditions and obligations set forth in this
Agreement have not been complied with or performed by APR.





        6.02
Effect of Termination. In the event of the termination of this agreement
pursuant Agreement, the Agreement shall thereafter become void and have no
effect, and no party shall have any liability to the other party hereto or to
its stockholders, directors or officers, except that nothing herein shall
relieve any party from liability for any willful breach of this Agreement. 


7.0   MISCELLANEOUS


        7.01
Non-Solicitation of Employees. Except with consent of APR, until the third
anniversary of the Closing Date, neither Buyer nor any affiliate of Buyer,
shall, directly or indirectly, for itself or for any other person, firm,
corporation, partnership, association or other entity, attempt to employ or
enter into any contractual arrangement with any employee or former employee of
APR, unless such employee or former employee has not been employed by APR for a
period in excess of one year. 


        7.02
Non-Competition. Except with the consent of APR, until the December
11, 2001 (the “Non Competition  Period”), neither Buyer,
nor any affiliate of Buyer, shall directly or indirectly, solicit business from
any person or entity that was a customer of Buyer at any time prior to the
Closing Date. Buyer acknowledges that the provisions of this section, and the
period of time, geographic area and scope and type of restrictions on their
activities set forth herein, are reasonable and necessary for the protection of
Seller and are an essential inducement to APR’s entering into this
Agreement to which it is a party and consummating the transactions contemplated
thereby. 












8




        7.03
Execution in Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 


        7.04
Notices. All notices that are required or may given pursuant to the terms of
this Agreement shall be in writing and shall be sufficient in all respects if
delivered by hand or via a national overnight courier service or mailed by
registered or certified mail postage prepaid, as follows: 


        If
 to Seller:  Auerbach, Pollak & Richardson, Inc.

                450
Park Avenue, 8th Floor

                New
York, NY 10022

                Attention:
Hugh Regan, President



                And
to counsel:



                Richard
Cushing, Esq.

                Parker
Chapin, LLP

                The
Chrysler Building

                405
Lexington Avenue

                New
York, NY 10174


        If
 to Buyer:  eVision USA.Com, Inc.
                1700
Lincoln Street, 32nd Floor
                Denver,
CO 80203
                Attention:
Fai Chan, President


        7.05
Waivers. Parties, may, by written notice to the other party:


	 	
(a) extend the time for the performance of any of the obligations or other
actions of the other party under this Agreement;.




	 	
(b) waive any inaccuracies in the representations or warranties of the other
party contained in this Agreement or in any document delivered pursuant to this
Agreement;




	 	
(c) waive compliance with any of the conditions or covenants of the other party
contained in this Agreement; or




	 	
(d) waive performance of any of the obligations of the other party under this
Agreement.




	 	
The
waiver by either party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.




        7.06
Amendments, Supplements, Etc. This Agreement may only be amended by written
document, signed by the Parties.










9




        7.07
Entire Agreement. This Agreement, and its Schedules and Amendments,
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof and supersede all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof. No representation, warranty, promise, inducement or statement of
intention has been made by any party which is not embodied in this Agreement or
such other documents, and neither Sellers, on the one hand, nor Buyers, on the
other hand, shall be bound by, or be liable for, any alleged representation,
warranty, promise, inducement or statement of intention not embodied herein.


        7.08
Applicable Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
jurisdiction of the courts of the State of New York.


	7.09	
Binding Effect; Benefits. This Agreement shall inure to the benefit of
and be binding upon the Parties hereto and their respective successors and
assigns. Notwithstanding anything contained in this Agreement to the contrary,
nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto or their respective successors and assigns
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.





	7.10	
Assignment. Neither this Agreement nor any of the Parties’ rights
hereunder shall be assignable by any party hereto without the prior written
consent, of which shall not be unreasonably withheld, of the other party hereto.





                                  (The rest of the page left intentionally blank)





         IN WITNESS WHEREOF, this Share Purchase Agreement has been duly executed and delivered by the Parties
hereto as of the date first written.

EVISION USA.COM, INC.



By:  /s/ Jeffrey M. Busch

Title:  Director
(Subject to approval and
ratification by the Board of Directors of eVision USA.Com, Inc.) 


American Fronteer Financial Corporation



By:  /s/ Robert H. Trapp

Title:  President



AUERBACH, POLLAK, & RICHARDSON, INC.



By: /s/ Hugh Regan

Title:  Hugh Regan, President






                                                    Schedule A
                                                    ----------

The following Schedule refers to certain assets and certain personnel of the following Branch Offices and
Divisional Departments:

Albany, NY; Chicago, IL; Atlanta, GA; Dallas, TX; Colorado Springs, CO; San Francisco, CA; and in the Denver, CO
Branch, certain assets and personnel relating to Retail Sales, Compliance, Operations, Trading and Research, and
Administration)

Assets, subject to review and approval of APR, shall include:

	 	 	1.	
Any tangible property, equipment, supplies, computer equipment, spare parts,
furniture and office furnishings, to the extent that such assets are designated
by APR.





	 	 	2.	
Any registrations with, or licenses granted by, any governmental authority or
Self Regulatory Authority, to the extent such registrations and licenses are
transferable and are necessary or desirable to APR in order for APR to be able
to continue to conduct certain operations.





	 	 	3.	
To the extent requested by APR, copies of all papers, documents, instruments,
books and records, files, agreements, books of account and other records by
which any of the Assets might be identifies or enforced, or otherwise pertaining
to the Assets, used in connection with the assets, and including client
invoices, client lists, vendor and supplier lists and other documents relating
to customer transactions.





4.       The rights and obligations of AFFC under certain leases, contracts, agreements, and other commitments
                 relating to the Assets.

                a.       General lease obligations including, but are not limited to, office space, copiers, computer equipment,
                          and postage meters.

                b.       Contract obligations including, but are not limited to, forgivable loans.

Excluded Assets shall
include: Stock, cash, marketable securities, and warrants held by AFFC. 


Accepted by:


/s/ Hugh Regan                              /s/ Jeffrey M. Busch
Auerbach, Pollak, & Richardson              eVision USA.Com, Inc.



/s/ Robert H. Trapp
American Fronteer Financial Corporation