AGREEMENT
                                     between
                UINFO INTERNATIONAL, INC., and MIND2MARKET, INC.

         This Agreement  dated October 2, 2000 is between  Mind2Market,  Inc., a
Colorado  Corporation,  having  a  place  of  business  at 1625  Abilene  Drive,
Broomfield,   CO  80020   referred  to  as  M2M  in  this  agreement  and  UINFO
International Inc., a Colorado  Corporation having a place of business at 777 S.
Wadsworth Blvd. Suite #B1-200,  Lakewood, CO 80226, referred to as UINFO in this
agreement.

         WITNESSETH

         Whereas: M2M is desirous of a business relationship with an engineering
and software  development firm to help design and build its proprietary  digital
data  distribution  system over the Internet  with an initial  emphasis on music
sales and distribution, and

     Whereas:  UINFO is a US based subsidiary of a foreign firm with an existing
staff that has the  ability to develop  the secured  digital  data  distribution
system needed by M2M and is desirous of doing that development work, and

     Whereas:  UINFO needs a US partner to effectively  penetrate the US markets
with its developed products, and

         Whereas:  UINFO has  developed  accounting  software and a  proprietary
innovative  advertising  software  capability that can be used  effectively with
M2M's  proprietary  digital  data  distribution  system and both  companies  are
desirous of combining the systems and  participating  in the resulting  economic
advantage  such a  combined  system  will  bring to both  the US and  world-wide
markets,

         Now Therefore:  The parties named above, based on representations  made
to each other by their respective  executive officers and boards hereby agree to
enter into a business relationship as defined below.

1.   UINFO will develop the  complete  software  package to implement  the music
     distribution  and  accounting  system  needed  by M2M  along  with  UINFO's
     advertising  program  according to the System  Requirements  and associated
     Schedule attached hereto (Appendices A and B respectively) and amended from
     time to time.
2.   UINFO will also grant to M2M the exclusive US and world-wide  rights to its
     proprietary  and  patent-pending   advertising  technology  and  associated
     software  subject  to  agreements  by UINFO for rights  outside  the United
     States of America to other  parties  that are made  prior to  November  20,
     2000.
3.   For this  work and  these  rights,  M2M will  issue to UINFO a total of Two
     Million  (2,000,000)  shares of M2M  common  stock  which  shall be held in
     escrow  to ensure  performance  and 1.5  Million  dollars  ($1,500,000)  US
     according to the schedule  indicated below. Of the Two Million  (2,000,000)
     shares of common  stock,  1,667,000  shares  shall be  restricted  stock as
     defined by the corporate  securities  counsel,  and the  remaining  333,000
     shares shall be registered under S8 with the SEC.  Additional  compensation
     for the  World-Wide  rights  outside the United States defined in (2) above
     shall be subject to  negotiation  after the other  agreements,  if any, are
     defined as indicated in (2) above.
4.   In addition  to the above,  M2M will pay UINFO a royalty fee of Ten Percent
     (10%) of all third party  advertising funds collected using the proprietary
     advertising  software purchased from UINFO. Third parties are defined to be
     any entity other than M2M or UINFO and their affiliated companies that does
     not directly or  indirectly  own or control more that Three Percent (3%) of
     the outstanding common stock in M2M.
5.   Also,  any stock defined in (3) above that is not yet issued,  shall become
     issued at the  option and  written  request of UINFO upon the sale of Fifty
     Percent  (50%) or more of M2M to any third party or entity,  in which event
     these  shares may be issued just prior to the  completion  of such sale and
     the issuance of which may be conditioned upon the completion of such sale.

PHASE 1:
During Phase 1, UINFO shall develop a complete  demonstration model of the music
sales and  distribution  software showing the Web interactive HMI (Human Machine
Interface)  that  allows  sampling  and  purchasing  of  music  as  well  as the

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accounting forms to be used for providing  complete  accounting of the purchases
and fund distribution.  Within thirty (30) days of the completion of this phase,
M2M shall  deliver  from  escrow  to UINFO One Third  (1/3) of the total of each
respective  type of shares  indicated in Item 2 above and One Third of the funds
so indicated  ($500,000 US). This phase is scheduled to be completed by November
7, 2000 as shown in Appendix B. Since the  schedule  for Phase 2 shall not begin
until all the funds due for Phase 1 have been paid, payment of these funds shall
be made as soon as M2M has the funds  available  from its fund raising  efforts,
the thirty (30) day period defined above notwithstanding.

PHASE 2:
During  Phase 2, UINFO shall finish  developing  and deliver to M2M the complete
operational  system including the music sales and  distribution  system with the
accounting  system so that sales can  commence on the  Internet  for selling M2M
secured  downloadable  music and take  orders  for CDs and  provide  appropriate
accounting  to the owners of the music  being  sold.  In  addition,  UINFO shall
support M2M in defining the  requirements to be developed during Phase 3. Within
thirty (30) days of the completion of this phase,  M2M shall deliver from escrow
to  UINFO  One  Third  (1/3)  of the  total of each  respective  type of  shares
indicated in Item 2 above and One Third of the funds so indicated ($500,000 US).
This phase is scheduled to be completed within four months of receipt of payment
from Phase 1 as shown in  Appendix B. Since the  schedule  for Phase 3 shall not
begin until all the funds due for Phase 2 have been paid, payment of these funds
shall be made as soon as M2M has the  funds  available  from  its  fund  raising
efforts, the thirty (30) day period defined above notwithstanding.

PHASE 3:
During  Phase 3, UINFO shall  finish  developing  and deliver to M2M the updated
complete  operational  system that in addition to the features  contained in the
system  delivered  in  Phase 2 also  has the  ability  to  manufacture  and ship
individually  ordered,  customized  CDs,  and  also has  incorporated  in it the
proprietary  advertising  software  described  above and the  database and other
features  necessary to implement it. The details of what is included during this
phase shall be further  defined  before the end of Phase 2.  Within  thirty (30)
days of the completion of this phase, M2M shall deliver from escrow to UINFO the
final One Third (1/3) of the total of each respective  type of shares  indicated
in Item 2 above and the final One Third of the funds so indicated ($500,000 US).
This phase is scheduled to be completed within four months of receipt of payment
from Phase 2 as shown in Schedule B.


WARRANTIES:

         (a) UINFO  hereby  warrants  and  represents  that it has the right and
power to grant the Rights herein described in Item Two (2) of this Agreement and
is free to enter  into this  agreement  with  M2M.  Upon the  execution  of this
Agreement,  UINFO shall  provide M2M with existing  documentation  regarding its
proprietorship of and ability to grant the Rights as set forth herein.

         (b) UINFO hereby warrants and represents that it has not assigned or in
any other way, sold,  conveyed,  transferred or encumbered all or any portion of
the Rights  described in Item Two (2), to any other person,  firm or corporation
by any instrument or agreement now valid or  outstanding  except as disclosed to
M2M by December 1, 2000.


MISCELLANEOUS

          (a) The parties hereto do hereby agree that they are each dealing with
the other under this  Agreement as  independent  parties and that this Agreement
does not  create,  nor is it  intended  in any way to create a joint  venture or
partnership between the parties hereto.

         (b) This Agreement resulting from this Agreement may not be assigned by
either party without the prior written consent of the other party or one or more
of the principals.

         (c) Both parties agree to hold all information  received from the other
party hereto in confidence and all contracts,  names,  names of clients will not
be used by the other  party in any other type of  endeavor or that party will be
held liable for damages.

          (d) Any notice  required by or provided  pursuant to this Agreement or
the resulting  agreement  shall be given in writing by means of  facsimile,  the

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U.S. Postal Service or any professional  delivery service that requires a signed
written receipt  confirming  delivery of the envelope or package  containing the
notice.  The  effective  date of the  notice  shall  be the  date it is FAXed or
delivered to the party for which it is intended.  If the notice is for UINFO, it
shall be delivered to the following  address or to such other addresses as UINFO
may designate by notice:

                           Name             UINFO International, Inc.
                           Address          716 Chelcickeho
                           City             76205   2Lin
                           State            Czech Republic,  76205
                           Attn:            Mr. Miroslav Rajch
                           Phone            011-420-67-721-0608
                           Fax              ___________________________________

         If the notice is to M2M it shall be delivered to the following  address
or to such other addresses that M2M shall designate by notice:
                           Name             Mind2Market, Inc.
                           Address          1625 Abilene Drive
                           City             Broomfield
                           State            Colorado Zip  80020
                           Attn:            James R. Clark
                           Phone:           303-438-9185
                           Fax:             303-438-9243

         (i) The agreement  resulting from this Agreement may be executed in any
number of counterparts agreed to by both parties in writing, each of which shall
be deemed to be an original and all of which  together shall be deemed to be one
and the same agreement.

         (j) The agreement  resulting  from this Agreement sets forth the entire
agreement  of the  parties,  all prior  verbal or  written  agreements,  whether
expressed or implied, being merged therein.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date set forth below to be  effective  as provided in the first  sentence of the
Agreement, subject to the approval of the Board of Directors of M2M.


Date:    October 2, 2000

                                                     Miroslav Rajch, President
                                                     UINFO International, Inc.


Date:    October 2, 2000

                                                     James R. Clark, CEO
                                                     Mind2Market, Inc.