REORGANIZATION AND STOCK PURCHASE AGREEMENT

                                     by and between

                           Jones Naughton Entertainment, Inc.
                                 a Colorado corporation

                                          and

                                   Auctionomics, Inc.
                                  a Nevada corporation

                                  and its shareholders

<PAGE>

                       REORGANIZATION AND STOCK PURCHASE AGREEMENT

REORGANIZATION AND STOCK PURCHASE AGREEMENT ("Agreement"),
dated June 10, 1999, by and among Jones Naughton Entertainment,
Inc., a Colorado corporation (hereinafter referred to as "JNNE"),
Auctionomics, Inc., a Nevada corporation (hereinafter referred to as
"Auction"), and Harvey A. Turell, an individual and Nathan
Wolfstein, an individual (each of Turell and Wolfstein shall be
referred to as a "Shareholder" and collectively the "Shareholders").
 Each of JNNE, Auction, and the Shareholders shall be referred to
herein as a "Party" and collectively as the "Parties."

                                  W I T N E S S E T H

WHEREAS, the Shareholders collectively own 100% of the issued
and outstanding common stock of Auction as set forth in Exhibit "A"
attached hereto;

WHEREAS, The Shareholders desire to sell and JNNE desires to
purchase 7,500 of the shares of Auction owned by the Shareholders
(the "Auction Shares") in accordance with the terms set forth herein;

NOW THEREFORE, in consideration of the premises and
respective mutual agreements, covenants, representations and
warranties herein contained, it is agreed between the parties hereto
as follows:

                                       ARTICLE 1
                            SALE AND PURCHASE OF THE SHARES

1.1   Sale of the Auction Shares.  At the Closing, subject to
the terms and conditions herein set forth, and on the basis of the
representations, warranties and agreements herein contained, the
Shareholders shall sell to JNNE and JNNE shall purchase from the
Shareholders, all of the Auction Shares.  JNNE shall pay to the
Shareholders, or their assigns, as consideration for the receipt of
the Auction Shares, the following:

A.  JNNE shall cause to be issued, within thirty (30) days of
the Closing, an aggregate of 500,000 shares of JNNE "restricted"
common stock (the "JNNE Shares");

B.  JNNE shall execute, within thirty (30) days of the
Closing, warrants to acquire 500,000 shares of JNNE "restricted"
common stock exercisable for a period of two (2) years from the
Closing at an exercise price of $0.50 per share (the "JNNE Warrants");

C.  Within ten (10) days of the Closing, JNNE shall provide
Auction with the sum of Twenty Five Thousand Dollars ($25,000) for
working capital purposes.

D. Auction shall execute a Consulting Agreement with the
Shareholders in form and substance subtstantially similar to Exhibit
"D" attached hereto.

<PAGE>

E.  The Shareholders, or their assigns, will be entitled to a
bonus equal to 25% of the Auction net income before taxes at the end
of each fiscal year for so long as one or both remains a shareholder
of Auction.  If the number of shares of Auction stock owned by the
Shareholders is reduced by their own actions, then the distribution
will be adjusted down proportionately.  The exact method of this
distribution will be mutually agreed upon by the parties.

1.2   Position and Title.  Effective as of the Closing, Harvey
A. Turell shall serve as the President of Auction, and Joe Naughton
shall serve as its Secretary and Treasurer.  Each of the
Shareholders will also be appointed as a Director of Auction, to
serve at the discretion of the Auction shareholders.  Effective as
of the Closing, JNNE will appoint one (1) member to the Auction
Board of Directors, of which there will be three (3) members.

                                       ARTICLE 2
                             REPRESENTATIONS AND WARRANTIES

2.1   Representations and Warranties of Auction and The
Shareholders.  To induce JNNE to enter into this Agreement and to
consummate the transactions contemplated hereby, Auction and the
Shareholders represent and warrant, as of the date hereof and as of
the Closing, as follows:

2.1.1   Auction and the Shareholders have the full right,
power and authority to enter into this Agreement and to carry out
and consummate the transaction contemplated herein.  This Agreement
constitutes the legal, valid and binding obligation of Auction and
the Shareholders.

2.1.2   Corporate Existence and Authority of Auction.
Auction is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada.  It has all
requisite corporate power, franchises, licenses, permits and
authority to own its properties and assets and to carry on its
business as it has been and is being conducted.  It is in good
standing in each state, nation or other jurisdiction wherein the
character of the business transacted by it makes such qualification
necessary.

2.1.3   Capitalization of Auction.  The authorized equity
securities of Auction consists of 100,000 shares of common stock,
par value $0.001, of which 10,000 shares are issued and outstanding.
 No other shares of capital stock of Auction are issued and
outstanding.  All of the issued and outstanding shares have been
duly and validly issued in accordance and compliance with all
applicable laws, rules and regulations and are fully paid and
nonassessable.  There are no options, warrants, rights, calls,
commitments, plans, contracts or other agreements of any character
granted or issued by Auction which provide for the purchase,
issuance or transfer of any shares of the capital stock of Auction
nor are there any outstanding securities granted or issued by
Auction that are convertible into any shares of the equity
securities of Auction, and none is authorized.  Auction is not
obligated or committed to purchase, redeem or otherwise acquire any
of its equity.  All presently exercisable voting rights in Auction
are vested exclusively in its outstanding shares of common stock,
each share of which is entitled to one vote on every matter to come
before

<PAGE>

it's shareholders, and other than as may be contemplated by
this Agreement, there are no voting trusts or other voting
arrangements with respect to any of Auction's equity securities.

2.1.4   Subsidiaries.  "Subsidiary" or "Subsidiaries" means
all corporations, trusts, partnerships, associations, joint ventures
or other Persons, as defined below, of which a corporation or any
other Subsidiary of such corporation owns not less than twenty
percent (20%) of the voting securities or other equity or of which
such corporation or any other Subsidiary of such corporation
possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies, whether through ownership
of voting shares, management contracts or otherwise.  "Person" means
any individual, corporation, trust, association, partnership,
proprietorship, joint venture or other entity.  There are no
Subsidiaries of Auction.

2.1.5   Execution of Agreement.  The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not:  (a) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage
of time or both), in whole or in part, any charter, article of
incorporation, bylaw, mortgage, lien, deed of trust, indenture,
lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which either Auction or
the Shareholders are a party or by which either of them or any of
their properties are bound; (b) result in the creation of any
security interest, lien, encumbrance, adverse claim, proscription or
restriction on any property or asset (whether real, personal, mixed,
tangible or intangible), right, contract, agreement or business of
Auction or the Shareholders; (c) violate any law, rule or regulation
of any federal or state regulatory agency; or (d) permit any federal
or state regulatory agency to impose any restrictions or limitations
of any nature on Auction or the Shareholders or any of their
respective actions.

2.1.6  Taxes.

2.1.6.1  All taxes, assessments, fees, penalties, interest
and other governmental charges with respect to Auction which have
become due and payable on the date hereof have been paid in full or
adequately reserved against by Auction, (including without
limitation, income, property, sales, use, franchise, capital stock,
excise, added value, employees' income withholding, social security
and unemployment taxes), and all interest and penalties thereon with
respect to the periods then ended and for all periods thereto;

2.1.6.2    There are no agreements, waivers or other
arrangements providing for an extension of time with respect to the
assessment of any tax or deficiency against Auction, nor are there
any actions, suits, proceedings, investigations or claims now
pending against Auction, nor are there any actions, suits,
proceedings, investigations or claims now pending against Auction in
respect of any tax or assessment, or any matters under discussion
with any federal, state, local or foreign authority relating to any
taxes or

<PAGE>

assessments, or any claims for additional taxes or assessments asserted
by any such authority, and there is no basis for the assertion of any
additional taxes or assessments against Auction, and

2.1.6.3  The consummation of the transactions contemplated by
this Agreement will not result in the imposition of any additional
taxes on or assessments against Auction.

2.1.7   Disputes and Litigation.  There is no suit, action,
litigation, proceeding, investigation, claim, complaint, or
accusation pending, threatened against or affecting Auction or any
of its properties, assets or business or to which Auction is a
party, in any court or before any arbitrator of any kind or before
or by any governmental agency (including, without limitation, any
federal, state, local, foreign or other governmental department,
commission, board, bureau, agency or instrumentality), and there is
no basis for such suit, action, litigation, proceeding,
investigation, claim, complaint, or accusation; (b) there is no
pending or threatened change in any environmental, zoning or
building laws, regulations or ordinances which affect or could
affect Auction or any of its properties, assets or businesses; and
(c) there is no outstanding order, writ, injunction, decree,
judgment or award by any court, arbitrator or governmental body
against or affecting Auction or any of its properties, assets or
business.  There is no litigation, proceeding, investigation, claim,
complaint or accusation, formal or informal, or arbitration pending,
or any of the aforesaid threatened, or any contingent liability
which would give rise to any right of indemnification or similar
right on the part of any director or officer of Auction or any such
person's heirs, executors or administrators as against Auction.

2.1.8   Compliance with laws.  Auction has at all times been,
and presently is, in full compliance with, and has not received
notice of any claimed violation of, any applicable federal, state,
local, foreign and other laws, rules and regulations. Auction has
filed all returns, reports and other documents and furnished all
information required or requested by any federal, state, local or
foreign governmental agency and all such returns, reports, documents
and information are true and complete in all respects.  All permits,
licenses, orders, franchises and approvals of all federal, state,
local or foreign governmental or regulatory bodies required of
Auction for the conduct of its business have been obtained, no
violations are or have been recorded in respect of any such permits,
licenses, orders, franchises and approvals, and there is no
litigation, proceeding, investigation, arbitration, claim, complaint
or accusation, formal or informal, pending or threatened, which may
revoke, limit, or question the validity, sufficiency or continuance
of any such permit, license, order, franchise or approval.  Such
permits, licenses, orders, franchises and approvals are valid and
sufficient for all activities presently carried on by Auction.

2.1.9   Guaranties.  Auction has not guaranteed any dividend,
obligation or indebtedness of any Person; nor has any Person
guaranteed any dividend, obligation or indebtedness of Auction.

2.1.10  Books and Records.  Auction keeps its books, records
and accounts (including, without limitation, those kept for
financial reporting purposes and for tax

<PAGE>

purposes) in accordance with good business practice and in sufficient
detail to reflect the transactions and dispositions of its assets,
liabilities and equities.  The minute books of Auction contain records
of its shareholders' and directors' meetings and of action taken by such
shareholders and directors.  The meeting of directors and
shareholders referred to in such minute books were duly called and
held, and the resolutions appearing in such minute books were duly
adopted.  The signatures appearing on all documents contained in
such minute books are the true signatures of the persons purporting
to have signed the same.  A true and accurate list of Auction assets
and liabilities as of the Closing Date is attached hereto as Exhibit
"B".  Further, attached hereto as Exhibit "C" is a list of all
contracts to which Auction is a party or obligated, and Auction
hereby represents and warrants that there are no other material
contracts or agreements in existence as of the Closing Date.

2.1.11  The Shareholders acknowledge that all of the JNNE
Shares and all shares of JNNE common stock issued upon exercise of
the JNNE Warrants will be "restricted securities" (as such term is
defined in Rule 144 promulgated under the Securities Act of 1933, as
amended ("Rule 144")), that the Shares will include the restrictive
legend set forth in Section 3.2 hereof, and, except as otherwise set
forth in this Agreement, that the shares cannot be sold for a period
of one year from the date of issuance unless registered with the
United States Securities and Exchange Commission ("SEC") and
qualified by appropriate state securities regulators, or unless The
Shareholders obtains written consent from JNNE and otherwise
complies with an exemption from such registration and qualification
(including, without limitation, compliance with Rule 144).

2.2   Representations and Warranties of JNNE.  To induce
Auction and the Shareholders to enter into this Agreement and to
consummate the transactions contemplated hereby, JNNE represents and
warrants, as of the date hereof and as of the Closing, as follows:

2.2.1   Corporate Existence and Authority of JNNE.  JNNE is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Colorado.  It has all requisite
corporate power, franchises, licenses, permits and authority to own
its properties and assets and to carry on its business as it has
been and is being conducted.  It is in good standing in each state,
nation or other jurisdiction in each state, nation or other
jurisdiction wherein the character of the business transacted by it
makes such qualification necessary.

2.2.2   Capitalization of JNNE.  The authorized equity
securities of JNNE consists of 100,000,000 shares of common stock,
of which approximately 74,000,000 shares are issued and outstanding
as of the date hereof.  No other shares of capital stock of JNNE are
issued and outstanding.  All of the issued and outstanding shares
have been duly and validly issued in accordance and compliance with
all applicable laws, rules and regulations and are fully paid and
nonassessable.  All presently exercisable voting rights in JNNE are
vested exclusively in its outstanding shares of common stock, each
share of which is entitled to one vote on every matter to come
before it's shareholders, and other than as may be contemplated by
this Agreement, there are no voting trusts or other voting
arrangements with respect to any of JNNE's equity securities.

<PAGE>

2.2.3   Subsidiaries.  JNNE currently has one subsidiary,
namely AMS Acquisition Corp., a Nevada corporation.

2.2.4   Execution of Agreement.  The execution and delivery
of this Agreement does not, and the consummation of the transactions
contemplated hereby will not:  (a) violate, conflict with, modify or
cause any default under or acceleration of (or give any party any
right to declare any default or acceleration upon notice or passage
of time or both), in whole or in part, any charter, article of
incorporation, bylaw, mortgage, lien, deed of trust, indenture,
lease, agreement, instrument, order, injunction, decree, judgment,
law or any other restriction of any kind to which JNNE is a party or
by which it or any of its properties are bound; (b) result in the
creation of any security interest, lien, encumbrance, adverse claim,
proscription or restriction on any property or asset (whether real,
personal, mixed, tangible or intangible), right, contract, agreement
or business of JNNE; (c) violate any law, rule or regulation of any
federal or state regulatory agency; or (d) permit any federal or
state regulatory agency to impose any restrictions or limitations of
any nature on JNNE or any of its actions.

2.2.5   Registration Rights.  If the Company at any time
proposes to register any of its securities under the Act, including
under an SB-2 Registration Statement or otherwise, it will each such
time give written notice to the Shareholders of its intention so to
do.  Upon the written request of the Shareholders given within 30
days after receipt of any such notice, the Company will use its best
efforts to cause the JNNE Shares and all shares underlying the
exercise of the JNNE Warrants to be registered under the Act (with
the securities which the Company at the time propose to register);
provided, however, that the Company may, as a condition precedent to
its effective such registration, require each Shareholder to agree
with the Company and the managing underwriter or underwriters of the
offering to be made by the Company in connection with such
registration that such Shareholder will not sell any securities of
the same class or convertible into the same class as those
registered by the Company (including any class into which the
securities registered by the Company are convertible) for such
reasonable period after such registration becomes effective (not
exceeding 90 days) as shall then be specified in writing by such
underwriter or underwriters if in the opinion of such underwriter or
underwriters the Company's offering would be materially adversely
affected in the absence of such an agreement.  All expenses incurred
by the Company in complying with this Section, including without
limitation all registration and filing fees, listing fees, printing
expenses, fees and disbursements of all independent accountants, or
counsel for the Company and the expense of any special audits
incident to or required by any such registration and the expenses of
complying with the securities or blue sky laws of any jurisdiction
shall be paid by the Company.

                                       ARTICLE 3
                           CLOSING AND DELIVERY OF DOCUMENTS

3.1   Closing.  The Closing shall be deemed to have occurred as
of the date that each of the Parties hereto have executed this
Agreement.  Subsequent to the Closing the following shall occur as a
single integrated transaction:

<PAGE>

3.2   Delivery by JNNE:

(a)   Subsequent to the satisfaction of the requirements of
Section 5.1.4 hereof, JNNE shall deliver to the Shareholders the
JNNE Shares and all instruments of conveyance and transfer required
by Section 1.1(A) subject to no liens, security interests, pledges,
encumbrances, charges, restrictions, demands or claims in any other
party whatsoever, except as set forth in the legend on the
certificate(s), which legend shall provide as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE,
AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF FOR A PERIOD OF ONE
YEAR FROM THE ISSUANCE THEREOF EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN
AGREEMENT OF THE COMPANY AND COMPLIANCE, TO THE EXTENT
APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES).

(b)   Subsequent to the satisfaction of the requirements of
Section 5.1.4 hereof, JNNE shall deliver to the Shareholders the
JNNE Warrants.

3.3   Delivery by The Shareholders:

(a)   The Shareholders shall deliver to JNNE all of the Auction
Shares and all instruments of conveyance and transfer required by
Section 1.1.

                                       ARTICLE 4
                     CONDITIONS, TERMINATION, AMENDMENT AND WAIVER

4.1  Conditions Precedent.  This Agreement, and the
transactions contemplated hereby, shall be subject to the approval
of the Board of Directors of JNNE, which shall be delivered at the
Closing.

4.2  Termination.  Notwithstanding anything to the
contrary contained in this Agreement, this Agreement may be
terminated and the transactions contemplated hereby may be abandoned
at any time prior to the Closing by the mutual consent of all of the
parties;

4.3  Waiver and Amendment.  Any term, provision, covenant,
representation, warranty or condition of this Agreement may be
waived, but only by a written instrument signed by the party


<PAGE>

entitled to the benefits thereof.  The failure or delay of any party
at any time or times to require performance of any provision hereof
or to exercise its rights with respect to any provision hereof shall
in no manner operate as a waiver of or affect such party's right at
a later time to enforce the same.  No waiver by any party of any
condition, or of the breach of any term, provision, covenant,
representation or warranty contained in this Agreement, in any one
or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such condition or breach or waiver of
any other condition or of the breach of any other term, provision,
covenant, representation or warranty.  No modification or amendment
of this Agreement shall be valid and binding unless it be in writing
and signed by all parties hereto.

                                        ARTICLE 5
                                       COVENANTS

5.1  To induce JNNE to enter into this Agreement and to
consummate the transactions contemplated hereby, and without
limiting any covenant, agreement, representation or warranty made
the Shareholders covenant and agree as follows:

5.1.1   Notices and Approvals.  The Shareholders agrees: (a)
to give and to cause Auction to give all notices to third parties
which may be necessary or deemed desirable by JNNE in connection
with this Agreement and the consummation of the transactions
contemplated hereby; (b) to use its best efforts to obtain and to
cause Auction to obtain, all federal and state governmental
regulatory agency approvals, consents, permit, authorizations, and
orders necessary or deemed desirable by JNNE in connection with this
Agreement and the consummation of the transaction contemplated
hereby; and (c) to use its best efforts to obtain, and to cause
Auction to obtain, all consents and authorizations of any other
third parties necessary or deemed desirable by JNNE in connection
with this Agreement and the consummation of the transactions
contemplated hereby.

5.1.2   Information for JNNE's Statements and Applications.
The Shareholders and Auction and their employees, accountants and
attorneys shall cooperate fully with JNNE in the preparation of any
statements or applications made by JNNE to any federal or state
governmental regulatory agency in connection with this Agreement and
the transactions contemplated hereby and to furnish JNNE with all
information concerning the Shareholders and Auction necessary or
deemed desirable by JNNE for inclusion in such statements and
applications, including, without limitation, all requisite financial
statements and schedules.

5.1.3   Access to Information.  JNNE, together with its
appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of the
Shareholders and Auction and have full access to all of the books
and records of the other during reasonable business hours.
Notwithstanding the foregoing, such parties shall treat all such
information as confidential and shall not disclose such information
without the prior consent of the other.

5.1.4   Conditions Subsequent.  The Shareholders and Auction
acknowledge and agree that they will be responsible for the
development and delivery of an Internet web site

<PAGE>

to market and sell merchandise in an auction format.  The Shareholders
and Auction agree to work with Joe Naughton, President of JNNE, in the
development of said site.  In addition, Auction shall demonstrate
that it has at least three (3) working relationships with
significant auction vendors. If, in the event JNNE has not consented
(which consent shall not be unreasonably withheld but shall be in
the sole discretion of JNNE) to the satisfaction of Auction's
obligations under this Section 5.1.4 within sixty (60) days of the
Closing, then JNNE shall have the option, in its sole discretion, to
terminate this Agreement and cancel each and all of the transactions
called for herein.  In the event of an anticipated  termination of
this Agreement pursuant to this Section 5.1.4, JNNE shall provide
written notice to the Shareholders and Auction within the sixty (60)
day time period and the Shareholders and Auction shall have a period
of not less than ten (10) days to correct any deficiencies set forth
in the notice.  In the event of the termination of this Agreement
pursuant to this Section 5.1.4, then (i) the Shareholders and
Auction shall repay to JNNE the sums paid by JNNE in accordance with
Section 1.1(C) hereof and shall return to JNNE the JNNE Shares and
the Warrants issued in accordance with Section 1.1(A) and 1.1(B)
hereof, and (ii) JNNE shall return to the Shareholders the Auction
Shares.

5.2   To induce the Shareholders to enter into this
Agreement and to consummate the transactions contemplated hereby,
and without limiting any covenant, agreement, representation or
warranty made JNNE covenants and agrees as follows:

5.2.1  Access to Information.  The Shareholders, together with
his appropriate attorneys, agents and representatives, shall be
permitted to make the full and complete investigation of JNNE and
have full access to all of the books and records of the other during
reasonable business hours.  Notwithstanding the foregoing, such
parties shall treat all such information as confidential and shall
not disclose such information without the prior consent of the other.

                                       ARTICLE 6
                                     MISCELLANEOUS

6.1   Expenses.  Except as otherwise specifically provided
for herein, whether or not the transactions contemplated hereby are
consummated, each of the parties hereto shall bear all taxes of any
nature (including, without limitation, income, franchise, transfer
and sales taxes) and all fees and expenses relating to or arising
from its compliance with the various provisions of this Agreement
and such party's covenants to be performed hereunder, and except as
otherwise specifically provided for herein, each of the parties
hereto agrees to pay all of its own expenses (including, without
limitation, attorneys and accountants' fees and printing expenses)
incurred in connection with this Agreement, the transactions
contemplated hereby, the negotiations leading to the same and the
preparations made for carrying the same into effect, and all such
taxes, fees and expenses of the parties hereto shall be paid prior
to Closing.

6.2   Notices.  Any notice, request, instruction or other
document required by the terms of this Agreement, or deemed by any
of the parties hereto to be desirable, to be given to any other
party

<PAGE>

hereto shall be in writing and shall be given by prepaid
telegram or delivered or mailed by registered or certified mail,
postage prepaid, with return receipt requested, to the following
addresses:

To JNNE:

Jones Naughton Entertainment, Inc.
5681 Beach Boulevard, Suite 101
Buena Park, CA 90621
Attn: Joe Naughton
Facsimile (714) 994-3242

with a copy to:

The Law Offices of M. Richard Cutler
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Attn: M. Richard Cutler, Esq.
Facsimile (949) 719-1988

To Auction or The Shareholders:

Harvey A. Turell
Nathan Wolfstein
Auctionomics, Inc.
18226 Ventura Boulevard, Unit 103
Tarzana, CA 91356
Facsimile (818) 343-7119

The persons and addresses set forth above may be changed from
time to time by a notice sent as aforesaid.  If notice is given by
delivery in accordance with the provisions of this Section, said
notice shall be conclusively deemed given at the time of such
delivery.  If notice is given by mail in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given forty-eight (48) hours after deposit thereof in the United
States mail.  If notice is given by telegraph in accordance with the
provisions of this Section, such notice shall be conclusively deemed
given at the time that the telegraphic agency shall confirm delivery
thereof to the addressee.

6.3   Entire Agreement.  This Agreement, together with the
schedule and exhibits hereto, sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter
hereof.  No understanding, promise, inducement, statement of
intention, representation, warranty, covenant or condition, written
or oral, express or implied, whether by statute or otherwise, has
been made by any party hereto which is not embodied in this
Agreement, or exhibits hereto or the written statements,
certificates, or other documents delivered pursuant hereto or in
connection with the transactions contemplated hereby, and no party
hereto shall be

<PAGE>

bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not so set
forth.

6.4   Survival of Representations.  All statements of fact
(including financial statements) contained in the schedules, the
exhibits, the certificates or any other instrument delivered by or
on behalf of the parties hereto, or in connection with the
transactions contemplated hereby, shall be deemed representations
and warranties by the respective party hereunder.  All
representation, warranties agreements and covenants hereunder shall
survive the Closing and remain effective regardless of any
investigation or audit at any time made by or on behalf of the
parties or of any information a party may have in respect thereto.
Consummation of the transactions contemplated hereby shall not be
deemed or construed to be a waiver of any right or remedy possessed
by any party hereto, notwithstanding that such party knew or should
have known at the time of Closing that such right or remedy existed.

6.5   Incorporated by Reference.  All documents (including,
without limitation, all financial statements) delivered as part
hereof or incident hereto are incorporated as a part of this
Agreement by reference.

6.6   Remedies Cumulative.  No remedy herein conferred upon
and Party is intended to be exclusive of any other remedy and each
and every such remedy shall be cumulative and shall be in addition
to every other remedy given hereunder or now or hereafter existing
at law or in equity or by statute or otherwise.

6.7   Execution of Additional Documents.  Each party hereto
shall make, execute, acknowledge and deliver such other instruments
and documents, and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement and
to consummate the transactions contemplated hereby.

6.8   Finders' and Related Fees.  Each of the parties
hereto is responsible for, and shall indemnify the other against,
any claim by any third party to a fee, commission, bonus or other
remuneration arising by reason of any services alleged to have been
rendered to or at the instance of said party to this Agreement with
respect to this Agreement or to any of the transactions contemplated
hereby.

6.9   Governing Law.  This Agreement has been negotiated
and executed in the State of California and shall be construed and
enforced in accordance with the laws of such state.

6.10  Forum.  Each of the parties hereto agrees that any
action or suit which may be brought by any party hereto against any
other party hereto in connection with this Agreement or the
transactions contemplated hereby may be brought only in a federal or
state court in Orange County, California.

6.11  Attorneys' Fees.  Except as otherwise provided
herein, if a dispute should arise between the parties including, but
not limited to arbitration, the prevailing party shall be reimbursed
by the nonprevailing party for all reasonable expenses incurred in
resolving such dispute, including

<PAGE>

reasonable attorneys' fees exclusive of such amount of attorneys'
fees as shall be a premium for result or for risk of loss under a
contingency fee arrangement.

6.12  Binding Effect and Assignment.  This Agreement shall
inure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, legal
representatives and assigns.

6.13  Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.  In
making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement, as of the date first written hereinabove.


JONES NAUGHTON ENTERTAINMENT, INC.
a Colorado corporation ("JNNE")

/s/ Joe Naughton
By: Joe Naughton
Its: President and CEO


AUCTIONOMICS, INC.
a Nevada corporation ("AUCTION")


By:/s/Harvey A. Turell


<PAGE>

                                     EXHIBIT "A"

                                   Auction Shares


Harvey A. Turell              5,000 Shares

Nathan Wolfstein              5,000 Shares

<PAGE>

                                      EXHIBIT "B"

                            Auction Assets and Liabilities

NONE.

<PAGE>

                                      EXHIBIT "C"

                                   Auction Contracts

NONE.

<PAGE>

                                      EXHIBIT "D"

                                 Consulting Agreement