ASSET CONTRIBUTION AGREEMENT AND ASSIGNMENT

         THIS ASSET CONTRIBUTION AGREEMENT AND ASSIGNMENT  ("Agreement") is made
and entered into this 10th day of May,  2000 by Jordan Ness  ("Shareholder")  in
favor of eonthestreet.com, Inc., a Delaware corporation (the "Company").

                                                     RECITALS:

         WHEREAS,  Shareholder  is the  owner of the  entire  right,  title  and
interest  in and to the domain  name  "www.wallstreetinterview.com"  and certain
computer and related hardware,  hardware configurations,  operations systems and
related software,  proprietary and other software algorithms, and other data and
facilities  assembled by Shareholder  for purposes of developing,  operating and
maintaining a currently  existing site on the World Wide Web using the foregoing
domain name (such site is referred to hereinafter as the "Web Site"); and

         WHEREAS,  Shareholder desires to become a shareholder in the Company by
transferring to the Company full right,  title and interest in and to all of the
personal  property of every kind or nature used in connection with the operation
of the Web Site (the  "Assets"),  including,  without  limitation,  the personal
property  that is more fully  described  in ARTICLE  ONE below and on  Schedules
1.1(a), 1.1(b) and 1.1(c) hereto, free and clear of any security interest, lien,
mortgage,  encumbrance,  claim,  or  limitation or  restriction  on the transfer
thereof, except as set forth on Schedule 2.5 hereto; and

         WHEREAS, in consideration of his transfer of the Assets to the Company,
the Company is willing to issue to Shareholder 1,000,000 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"); and

         WHEREAS,  the Company and Shareholder  desire to memorialize in writing
the terms,  provisions  and  conditions  of the  transfer  of the Assets and the
Company's  issuance of the Common Stock as aforesaid  and certain  other matters
relating thereto;

                                                     AGREEMENT:

         NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants,
agreements,  representations  and warranties set forth  hereinafter,  $10.00 and
other good and valuable consideration (the receipt,  adequacy and sufficiency of
which each of the Company and Shareholder  hereby  acknowledges)  and subject to
the terms, provisions and conditions hereof, each of the Company and Shareholder
hereby agrees as follows:



<PAGE>


                                                     ARTICLE ONE
                                             CONTRIBUTION OF ASSETS AND
                                              ISSUANCE OF COMMON STOCK

         1.1 Contribution of Assets.  In consideration of the issuance of Common
Stock to  Shareholder  pursuant  to Section 1.2 below,  Shareholder  does hereby
assign,  transfer,  convey and contribute to the capital of the Company (without
any further act or deed except as otherwise indicated herein), full right, title
and  interest in and to the  Assets,  and the  Company  does hereby  acquire and
receive full right,  title and interest in and to the Assets,  free and clear of
any security  interest,  lien,  mortgage,  encumbrance,  claim, or limitation or
restriction on the transfer thereof, except as set forth on Schedule 2.5 hereto.
The Company hereby  acknowledges  receipt of the  possession of the Assets.  The
Assets consist of all privileges,  rights, claims, causes of action,  interests,
properties,  options and assets  associated  with the Web Site of every kind and
description  and  wherever  located  which  are  used  or  intended  for  use in
connection  with,  or which are  necessary  to the  continued  conduct  of,  the
operations and business of the Web Site as presently being conducted, including,
without limitation, all of the following:

                  (a) Any and all  names,  logos,  slogans,  colors,  common law
         rights, state registrations,  federal  registrations,  whether owned or
         not, on primary or secondary  registrations,  in the United  States and
         worldwide,  of, for, or  relating  to the Web Site;  together  with all
         copyright  powers,  rights,  and  benefits  relating to the  foregoing,
         including,  but not  limited to, the right to  produce,  sell,  modify,
         distribute,  license, and copy in full or in part those items described
         above;  all related  trademarks,  trade names,  service  marks,  logos,
         marketing  concepts,  and trade  dress of the  foregoing;  all  rights,
         including  copyright and other  intellectual  property  rights,  in the
         foregoing  and  in  all   advertising,   instructional,   or  technical
         documents, whether printed or computerized,  relating to the foregoing;
         legal  title  and  ownership  or  assignment  of any and  all  Internet
         properties,  including,  but  not  limited  to,  domain  names,  domain
         addresses,  unique  URL's,  and  service  agreements  relating  to  the
         foregoing,    including,   without   limitation,   the   domain   names
         "www.wallstreetinterview.com"  and  "eonthestreet.com";   any  and  all
         inventions, conceptions,  improvements,  enhancements,  derivatives, or
         modifications to any of the foregoing made by Shareholder or his agents
         hereafter;  all rights to enforce and/or recover,  for  infringement or
         other legal claims, past, present, or future,  against any third party,
         and any and all rights to apply for, acquire,  or retain the benefit of
         any patentable subject matter derived from or relating to the foregoing
         (the items and matters  described in this Section 1.1(a)  include,  but
         are not limited to, all of those items and matters listed and described
         on the attached Schedule 1.1(a)); and

                  (b) All  federal,  state  and local  permits,  authorizations,
         certificates,   approvals,   registrations,    variances,   exemptions,
         franchises,  rights of other kind and  character  which are required by
         law with respect to the  operations  and business of the Web Site as it
         is now being  conducted,  including,  but not  limited to, all of those
         listed and described on the attached Schedule 1.1(b); and

                  (c)  All   agreements,   contracts,   understandings,   plans,
         obligations,  commitments  and other  documents  which are  material to
         and/or  utilized by  Shareholder  in the operations and business of the
         Web Site,  including,  but not  limited  to,  all of those  listed  and
         described on the attached Schedule 1.1(c); and

                  (d) All books,  records,  papers and  instruments  of whatever
         nature and wherever  located which (i) relate to and/or are utilized in
         the  operations  or business of the Web Site,  or (ii) are  required or
         necessary  in order for the  Company  to  conduct  the  operations  and
         business  of the Web  Site  hereafter  in the  manner  in  which  it is
         presently being conducted,  including,  without limitation,  accounting
         and financial records,  maintenance and production records,  operations
         and management reports, personnel and labor relations records, customer
         lists, sales records and other customer data relating to the operations
         and business of the Web Site; and

                  (e) All other or additional privileges, rights, claims, causes
         of action,  interests,  properties,  options and assets associated with
         the Web Site of every kind and description  and wherever  located which
         are used or intended for use in connection with, or which are necessary
         to the  continued  conduct of, the  operations  and business of the Web
         Site as presently being conducted.

         1.2 Issuance of Stock.  In  consideration  of the  contribution  of the
Assets to the Company, the Company issued to Shareholder on the date hereof, and
Shareholder  received on the date hereof,  1,000,000 shares of the Common Stock.
Shareholder hereby acknowledges  receipt of stock certificates  representing the
aforementioned number of shares of Common Stock.

         1.3 Assumed  Liabilities.  The Company  hereby  agrees to assume and be
obligated to pay, perform or discharge only those liabilities that are expressly
set forth on  Schedule  1.3 hereto  (referred  to  hereinafter  as the  "Assumed
Liabilities").  The Company assumes no obligations,  liabilities and debts other
than the Assumed  Liabilities.  Shareholder  agrees to pay or perform timely any
and all  obligations,  liabilities  and debts of Shareholder  other than for the
Assumed Liabilities.

         1.4  Consents.  Shareholder  shall  use his best  efforts  to assist in
obtaining any third party  consents  necessary to  contribute  the Assets to the
Company.  To the extent  that any of the Assets are not  assignable  without the
consent of another  party and such consent has not been  obtained on or prior to
the date  hereof,  such Assets shall not be assigned or attempted to be assigned
if such assignment or attempted  assignment  would  constitute a breach thereof.
While Shareholder is trying to procure all necessary  consents,  Shareholder and
the Company shall cooperate in any reasonable  arrangements  designed to provide
to the Company the benefits of any such  Assets,  including  enforcement  at the
cost and for the  account of the  Company  of any and all rights of  Shareholder
against the other party thereto  arising out of a cancellation or breach by such
other party or otherwise.

                                                     ARTICLE TWO
                                     REPRESENTATIONS, WARRANTIES AND AGREEMENTS
                                                   OF SHAREHOLDER

         Shareholder  hereby  represents,  warrants  and  agrees to and with the
Company that (except as expressly  set forth on a disclosure  schedule  attached
hereto and signed by the Company):

         2.1 Capacity to Enter into Agreement. Shareholder has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection  herewith and perform his
obligations  hereunder  and  thereunder.  When  this  Agreement  and  all  other
agreements,   documents  and  instruments  to  be  executed  by  Shareholder  in
connection  herewith are executed by  Shareholder  and delivered to the Company,
this Agreement and such other agreements, documents and instruments will vest in
the Company full right, title and interest in and to the Assets,  free and clear
of any  and  all  encumbrances,  security  interests,  liens,  charges,  claims,
restrictions or limitations,  whatsoever,  by any person of any kind,  including
those on the transfer thereof, whether known or unknown, and will constitute the
valid and binding agreements of Shareholder  enforceable  against Shareholder in
accordance with their respective terms.

         2.2  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
Shareholder  is a party or by which  Shareholder is bound or by which any of the
Assets is bound or affected,  (b) violate any judgment against, or binding upon,
Shareholder or the Assets,  or (c) result in the creation of any lien, charge or
encumbrance upon any Assets pursuant to the terms of any such contract.

         2.3 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection  with the  execution,  delivery,  or performance of this Agreement by
Shareholder.

         2.4      Financial Information.  [TO COME]
                  ---------------------

         2.5 Assets.  Shareholder has good and indefeasible  title to all of the
Assets,  free  and  clear  of  all  mortgages,   liens,  pledges,   charges,  or
encumbrances  of any  nature  whatsoever,  except  (a)  liens  and  encumbrances
expressly disclosed in Schedule 2.5, and (b) liens for current taxes not yet due
and payable.

         2.6 Contracts.  Schedule 1.1(c)  contains a true,  correct and complete
list of all contracts,  agreements,  commitments  and leases relating to the Web
Site,  whether or not made in the ordinary  course of business,  that either (a)
involve or may involve aggregate payments by or to Shareholder  exceeding $5,000
per year; (b) are not by their terms  terminable by Shareholder  without premium
or penalty within 60 or fewer days notice, or (c) otherwise materially adversely
affect or, to the knowledge of Shareholder,  might  materially  adversely affect
the financial  condition,  property,  assets,  liabilities  (accrued,  absolute,
contingent,  or  otherwise),  income or business of the Web Site.  Except as set
forth on Schedule 2.6 hereto,

         (a)      All leases, contracts, agreements,  arrangement or commitments
                  relating to the Web Site are in good standing, valid,
                  and effective; and


         (b)      There is not,  under  any  such  lease,  contract,  agreement,
                  arrangement or commitment, any existing or prospective default
                  or event of default by  Shareholder or event which with notice
                  or lapse of time,  or both would  constitute  a default and in
                  respect to which  Shareholder  has not taken adequate steps to
                  prevent a default  from  occurring;  and, to the  knowledge of
                  Shareholder,  no  other  party to any  such  lease,  contract,
                  agreement,  arrangement or commitment, is in default or breach
                  thereof nor has any event  occurred which with notice or lapse
                  of time  would  constitute  a breach or default of any of such
                  lease, contract, agreement, arrangement or commitment.

         2.7      Permits.  Schedule  1.1(b)  contains a true,  correct and
                  complete list of all licenses,  permits and  authorizations
                  -------
relating to the Web Site.  Except as set forth on Schedule 2.7 hereto,

         (a)      Shareholder  holds all licenses,  permits and  authorizations
                  required to carry on the business of the Web Site, and
                  all such licenses, permits and authorizations are in good
                  standing;

         (b)      Shareholder is in full  compliance  with and not in default or
                  violation with respect to any term or provision of any
                  of its licenses, permits and authorizations;


         (c)      No notice of pending,  threatened,  or possible  violation  or
                  investigation  in  connection  with,  or loss of, any license,
                  permit,  or  authorization  relating to the Web Site, has been
                  received by Shareholder;

         (d)      Shareholder has no knowledge that the issuance of such a
                  notice is being  considered or of any facts or circumstances
                  which form the basis for the issuance of such a notice; and

         (e)      No license,  permit,  or  authorization of relating to the Web
                  Site is affected by the  transactions  provided  for herein or
                  contemplated hereby.

         2.8      Intellectual Property.
                  ---------------------

         (a)      "Proprietary  Rights" shall mean all of the following items
                  owned by or licensed to Shareholder for the Web Site, and
                  any and all corresponding rights that, prior to the date
                  hereof, may be secured by Shareholder  throughout the world:
                  (i) patents,  patent  applications,  patent disclosures and
                  inventions  (whether or not patentable and whether or not
                  reduced  to  practice)  and  any  reissue,  continuation,
                  continuation-in-part,  division,  revision,  extension  or
                  reexamination  thereof; (ii) trademarks,  service marks, trade
                  dress, logos, trade names and corporate names together
                  with all goodwill  associated  therewith,  copyrights
                  registered or unregistered  and  copyrightable  works and mask
                  works;  (iii) all  registrations,  applications  and  renewals
                  for any of the  foregoing;  (iv)  trade  secrets  and
                  confidential information (including, without limitation,
                  ideas, formulae,  compositions,  know-how, manufacturing and
                  production processes and techniques, research and development
                  information, drawings, specifications,  designs, plans,
                  proposals,  technical  data,  financial,  business and
                  marketing  plans,  and customer and supplier lists and related
                  information);  (v) computer software and software systems
                  (including, without limitation, data, databases and related
                  documentation);  (vi) Internet properties,  including, but not
                  limited to, domain names, addresses,  unique URL's and
                  service  agreements;  (vii) other  proprietary  rights; (viii)
                  licenses or other agreements to or from third parties
                  regarding the foregoing;  and (ix) all copies and tangible
                  embodiments of the foregoing (in whatever form or medium),
                  in each case including, without limitation, the items set
                  forth on Schedule 1.1(a).

         (b)      Schedule 1.1(a) sets forth a complete and correct list of: (i)
                  all patented or registered  Proprietary Rights and all pending
                  patent  applications or other applications for registration of
                  Proprietary rights owned,  filed or used by Shareholder,  (ii)
                  all  trade   names  and   unregistered   trademarks   used  by
                  Shareholder,  (iii) all unregistered  copyrights,  mask works,
                  and computer  software owned or used by Shareholder,  and (iv)
                  all licenses or similar  agreements or  arrangements  to which
                  Shareholder  is a party either as licensee or licensor for the
                  Proprietary Rights.

         (c)      Except as set forth in Schedule 1.1(a),  (i) Shareholder owns
                  and possesses all right,  title and interest in and to,
                  or has a valid and  enforceable  right to use,  each of the
                  Proprietary  Rights free and clear of all liens,  and no
                  claim by any third party contesting the validity,
                  enforceability,  use or ownership of any of the Proprietary
                  Rights has been made, is currently  outstanding or to
                  Shareholder's  knowledge is threatened,  (ii) the Proprietary
                  Rights
                  comprise all proprietary  rights necessary for the operation
                  of the business of the Web Site as currently  conducted,
                  and as currently proposed to be conducted,  (iii) the loss or
                  expiration of any Proprietary Right or related group of
                  Proprietary  Rights has not and would not result in a material
                  adverse affect on the business of the Web Site, and no
                  such loss or  expiration  is  threatened  or  pending,  (iv)
                  Shareholder  has not  received  any  notices of, nor is
                  Shareholder aware of any facts which indicate a likelihood of,
                  any infringement or  misappropriation  by, or conflict
                  with, any third party with respect to any Proprietary  Right
                  including,  without  limitation,  any demand or request
                  that Shareholder  license rights from a third party, (v)
                  Shareholder has not infringed,  misappropriated or otherwise
                  conflicted  with any  proprietary  rights of any third parties
                  and  Shareholders  are not aware of any  infringement,
                  misappropriation  or conflict  which shall occur as a result
                  of the  continued  operation  of the business of the Web
                  Site as currently  conducted or as  currently  proposed to be
                  conducted,  and (vi) the  Proprietary  Rights owned or
                  licensed to  Shareholder  have not been  infringed,
                  misappropriated  or conflicted by any third party. In
                  addition, Shareholder  has and is passing on to Company  all
                  rights to use the names and  trademarks  "wallstreetinterview.
                  com" and "eonthestreet.com"  for use in connection with the
                  business of the Web Site. In addition,  Shareholder represents
                  that the Company may use the content  currently  and
                  previously  featured on the Web Site as a guide for further
                  use and the Company can copy the format of such content.

         (d)      All of the  Proprietary  Rights  are or shall be owned  by, or
                  licensed to, Shareholder immediately prior to the consummation
                  of the  transactions  provided  for herein.  The  transactions
                  contemplated by this Agreement shall have no adverse effect on
                  Shareholder's  right,  title and interest in and to any of the
                  Proprietary  Rights.  Shareholder has not disclosed any of his
                  trade secrets or  confidential  information  pertaining to the
                  Web Site and  existing  at the date of this  Agreement  to any
                  third party other than  pursuant to a written  confidentiality
                  agreement.   Shareholder  has  taken  all  other  commercially
                  reasonable  actions to maintain  and  protect the  Proprietary
                  Rights.

         (e)      As of the date  hereof,  Purchaser  is entitled to all income,
                  royalties,  damages  and  payments  relating  to  any  of  the
                  Proprietary  Rights due or payable  to  Shareholder  as of the
                  date  hereof  or at any  time  hereafter,  including,  without
                  limitation,  damages and payments for past,  present or future
                  infringements or  misappropriations of any Proprietary Rights,
                  and the right to sue and  recover  for past  infringements  or
                  misappropriations of any Proprietary Rights.

         2.9  Litigation.   There  is  no  pending  suit,   action,   or  legal,
administrative,  arbitration,  or other proceeding or governmental investigation
to which  Shareholder is a party or which  adversely  affects or might adversely
affect the business of the Web Site. Shareholder is not subject to any judgment,
order, writ, injunction,  decree, or award applicable to the business of the Web
Site of any court or other governmental  instrumentality or arbitrator. There is
no  action,  suit,  proceeding,  or  claim  pending  or,  to  the  knowledge  of
Shareholder,  threatened  against  Shareholder  by  persons  not a party to this
Agreement  wherein an  unfavorable  decision,  ruling,  or finding  would render
unlawful or otherwise  adversely  affect the  consummation  of the  transactions
contemplated by this Agreement.

         2.10  Compliance  with Law.  Shareholder  is not in violation of, or in
default  with  respect to, or in alleged  violation  of or alleged  default with
respect to, any applicable law, rule, regulation,  permit, or any writ or decree
of  any  court  or  any  governmental  commission,  board,  bureau,  agency,  or
instrumentality,  including without  limitation,  any laws,  ordinances,  rules,
regulations, permits, or orders relating to the business of the Web Site, or the
business operations and practices,  health and safety, and employment  practices
with respect to the Web Site.  Shareholder is not delinquent with respect to any
report required to be filed with any  governmental  commission,  board,  bureau,
agency,  or  instrumentality,  or with any trade  association  or  certification
organization  that has in the past certified or endorsed the business of the Web
Site.  Shareholder  is not  delinquent  with respect to any reports  required by
private covenants or agreements with respect to the Web Site.

         2.11     Successor Liability.  The Company will have no successor
liability for any liability of Shareholder  (relating to any
                  -------------------
taxes or otherwise) as a result of the Company's acquisition of the Assets.

         2.12 Finder's Fees; Certain Expenses. All negotiations relative to this
Agreement  and the  transactions  contemplated  hereby  have been  carried on by
Shareholder,  and his counsel directly with the Company and its counsel, without
the  intervention  of any other  person as the result of any act of any of them,
and as far as is known to  Shareholder,  without the  intervention  of any other
person in such  manner as to give rise to any  valid  claim  against  any of the
parties hereto for a brokerage commission, finder's fee, or any similar payment.

         2.13  Transactions with Affiliated  Parties.  There are no transactions
currently  engaged  in  between   Shareholder  and  any  party  affiliated  with
Shareholder  relating to the business of the Web Site.  Except for the ownership
of  non-controlling  interests in securities of corporations the shares of which
are publicly  traded,  Shareholder  has no  investment  or  ownership  interest,
directly,   indirectly,   or  beneficially,   in  any  competitor  or  potential
competitor, major supplier, or customer of the business of the Web Site.

         2.14 Untrue  Statements.  This  Agreement,  the  schedules and exhibits
hereto, and all other documents and information  furnished by any Shareholder or
his representatives pursuant hereto or in connection herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.

                                                    ARTICLE THREE
                                    REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
                                                   OF THE COMPANY

         The  Company  hereby  represents,  warrants,  and  agrees  to and  with
Shareholder, that:

         3.1  Organization  and  Standing  of  the  Company.  The  Company  is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the state of Delaware.

         3.2 Capacity to Enter into Agreement. The Company has full right, power
and authority to execute and deliver this  Agreement  and all other  agreements,
documents and instruments to be executed in connection herewith and perform such
its or his obligations  hereunder and thereunder.  The execution and delivery by
the  Company  of  this  Agreement  and  all  other  agreements,   documents  and
instruments  to be  executed  by the Company in  connection  herewith  have been
authorized by all necessary corporate action by the Company. When this Agreement
and all other  agreements,  documents  and  instruments  to be  executed  by the
Company in connection  herewith are executed by the Company and delivered to the
Company,  this Agreement and such other  agreements,  documents and  instruments
will  constitute the valid and binding  agreements of the Company or enforceable
against the Company in accordance with their respective terms.

         3.3  Conflicts.  The  execution,  delivery,  and  consummation  of  the
transactions  contemplated by this Agreement will not (a) violate, conflict with
or  result  in the  breach  or  termination  of,  or  otherwise  give any  other
contracting  party the right to  terminate,  or  constitute a default (by way of
substitution,  novation or otherwise)  under the terms of, any contract to which
the  Company is a party or by which the  Company is bound or by which any of the
assets of the Company is bound or affected, (b) violate any judgment against, or
binding upon,  the Company or upon the assets of the Company,  (c) result in the
creation  of any lien,  charge or  encumbrance  upon any  assets of the  Company
pursuant to the terms of any such contract,  or (d) violate any provision in the
charter  documents,  bylaws or any other agreement  affecting the governance and
control of the Company.

         3.4 Consents.  No consent from, or other approval of, any  governmental
entity or any  other  person,  which  has not been  obtained,  is  necessary  in
connection with the execution, delivery, or performance of this Agreement by the
Company.

         3.5 Litigation.  There is no action, suit, proceeding, or claim pending
or, to the knowledge of the Company,  threatened  against the Company by persons
not a party to this  Agreement  wherein  an  unfavorable  decision,  ruling,  or
finding would render unlawful or otherwise  adversely affect the consummation of
the transactions contemplated by this Agreement.

         3.6 Finder's Fees. All negotiations  relative to this Agreement and the
transactions  contemplated  hereby  have been  carried on by the Company and its
counsel directly with Shareholder,  and his counsel, without the intervention of
any other person as the result of any act by the Company, and so far as is known
to the Company,  without the  intervention of any other person in such manner as
to give  rise  to any  valid  claim  against  any of the  parties  hereto  for a
brokerage commission, finders' fee, or any similar payment.

                                                    ARTICLE FOUR
                                                ADDITIONAL AGREEMENTS

         4.1 Further  Assurances.  Following the date hereof,  Shareholder shall
execute and deliver such other documents, and take such other actions, as may be
reasonably requested by the Company to complete the transactions contemplated by
this Agreement and to perfect in the Company title to the Assets.  Following the
date hereof,  the Company  shall execute and deliver such other  documents,  and
take such other  actions,  as may be  reasonably  requested  by  Shareholder  to
complete  the  transactions  contemplated  by this  Agreement  and to perfect in
Shareholder  title to the Common Stock to be issued to  Shareholder  pursuant to
ARTICLE ONE hereof.

         4.2 Non-Compete Agreement. In order to induce the Company to enter into
this  Agreement,  Shareholder  agreed to enter  into the  Non-Compete  Agreement
attached hereto as Exhibit 4.2.

         4.3  Publicity.  The parties  hereto  shall  jointly  prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing  shall not  prevent any party  hereto or any  affiliate  thereof  from
issuing any press release required by applicable law.

                                                    ARTICLE FIVE
                                               SURVIVAL AND INDEMNITY

         5.1   Survival  of   Representations   and   Warranties.   All  of  the
representations  and warranties  made by the parties hereto in this Agreement or
pursuant  hereto,  shall be continuing  and shall survive the closing hereof and
the consummation of the transactions  contemplated  hereby,  notwithstanding any
investigation at any time made by or on behalf of any party hereto.

         5.2   Indemnification   by  Shareholder.   Shareholder  shall  protect,
indemnify  and hold  harmless  the  Company,  and its  stockholders,  directors,
officers,  employees,  agents, affiliates,  successors and assigns, from any and
all  demands,  claims,  actions,  causes  of  actions,  lawsuits,   proceedings,
judgments,  losses, damages, injuries,  liabilities,  obligations,  expenses and
costs  (including  costs of litigation  and attorneys'  fees),  arising from any
breach of any agreement,  representation  or warranty made by any of him in this
Agreement.

         5.3  Indemnification  by  the  Company.   The  Company  shall  protect,
indemnify and hold harmless Shareholder, and his agents, affiliates,  successors
and  assigns,  from any and all  demands,  claims,  actions,  causes of actions,
lawsuits,  proceedings,   judgments,  losses,  damages,  injuries,  liabilities,
obligations,  expenses and costs  (including  costs of litigation and attorneys'
fees), arising from any breach of any agreement, representation or warranty made
by it in this Agreement.

         5.4 Board Committee. In connection with the other transactions provided
for in or contemplated by this Agreement and in order to properly  implement the
indemnification  obligations  provided for in Section 5.2, the Company created a
committee  (the  "Committee")  of its board of directors  composed of one person
appointed by Purchaser.  The Committee was given full authority on behalf of the
Company to decide whether or not to assert any claims for indemnification  under
Section  5.2 and to take all  actions  and make all  decisions  on behalf of the
Company in the event the Committee  decides to assert any such claims. A copy of
the  documentation  creating the Committee and  appointing its initial member is
attached hereto as Exhibit 5.4.

                                                     ARTICLE SIX
                                                    MISCELLANEOUS

         6.1 Notices.  Any notices,  requests,  demands, or other communications
herein  required  or  permitted  to be  given  shall  be in  writing  and may be
personally served or sent by United States mail and shall be deemed to have been
given if personally  served,  when served,  or if mailed,  when deposited in the
mail and shall be  deemed  to have been  received  if  personally  served,  when
served,  or if mailed at 12:00 noon,  Houston,  Texas time on the third business
day after deposit in the United  States mail with postage  pre-paid by certified
or registered mail and properly addressed.  As used in this Agreement,  the term
"business day" means days other than Saturdays, Sundays, and holidays recognized
by Federal banks.  For purposes of this Agreement,  the addresses of the parties
hereto  shall  be the  addresses  as set  forth on the  signature  pages of this
Agreement until a party subsequently  notifies all other parties in writing of a
change of address.

         6.2  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts  and each  such  counterpart  shall  be  deemed  to be an  original
instrument,  but all such counterparts together shall constitute but one and the
same instrument.

         6.3 Amendments and Waivers. This Agreement may be amended, modified, or
superseded only by written instrument executed by all parties hereto. Any waiver
of the terms, provisions, covenants, representations,  warranties, or conditions
hereof shall be made only by a written instrument  executed and delivered by the
party waiving  compliance.  Any waiver granted by a corporate party hereto shall
be effective  only if executed and  delivered  by the chief  executive  officer,
president,  or any vice president of such party. The failure of any party at any
time or times to require  performance of any provision hereof shall in no manner
affect the right 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 one or more  instances  shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other  condition  or the  breach  of any  other  term,  provision,
covenant, representation, or warranty.

         6.4      Time of Essence.  Time is of the essence in the performance of
 this Agreement.
                  ---------------

         6.5 Captions.  The captions  contained in this Agreement are solely for
convenient  reference  and  shall  not  be  deemed  to  affect  the  meaning  or
interpretation of any Article, Section, or paragraph hereof.

         6.6 Entire  Agreement.  This  Agreement  (including  the  schedules and
exhibits  hereto,  the  Financial  Statements,  and  all  supporting  agreements
referred to herein,  all of which are by this reference fully  incorporated into
this agreement) sets forth the entire agreement and understanding of the parties
with respect to the transactions  contemplated  hereby, and supersedes all prior
agreements,  arrangements,  and  understandings  relating to the subject  matter
hereof.

         6.7 Successors and Assigns.  All of the terms,  provisions,  covenants,
representations,  warranties,  and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be  enforceable by the parties hereto
and their respective heirs, legal representatives, assigns, and successors.

         6.8 Knowledge,  Gender,  and Certain  References.  A representation  or
statement  made herein to the  knowledge  of any  corporate  party refers to the
knowledge  or belief  of the  companies'  directors,  officers,  and  attorneys,
regardless of whether the  knowledge of such person was obtained  outside of the
course and scope of his  corporate  employment  or  duties,  and  regardless  of
whether any such person's interests are adverse to such entity in respect of the
matters as to which his  knowledge is  attributed.  Whenever from the context it
appears appropriate, each term stated in either the singular or the plural shall
include both the singular and the plural,  and pronouns  stated in the masculine
or the neuter  gender shall include the  masculine,  the feminine and the neuter
gender.  The  terms  "hereof,"  "herein,"  or  "hereunder"  shall  refer to this
Agreement as a whole and not to any particular  Article,  Section,  or paragraph
hereof.

         6.9 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY ITS
TERMS AND BY THE  LOCAL,  INTERNAL  LAWS OF THE STATE OF  DELAWARE.  Each  party
hereto hereby  acknowledges and agrees that he or it has consulted legal counsel
in  connection  with the  negotiation  of this  Agreement  and that he or it has
bargaining  power equal to that of the other parties  hereto in connection  with
the negotiation and execution of this Agreement. Accordingly, the parties hereto
agree  that  the  rule of  contract  construction  that an  agreement  shall  be
construed against the draftsman shall have no application in the construction or
interpretation of this Agreement.

         6.10 Severability. If any term, provision,  covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  shall  remain  in full  force  and  effect  and shall in no way be
affected, impaired, or invalidated.

         6.11 Costs,  Expenses and Fees.  Each party hereto agrees hereby to pay
all costs,  expenses,  and fees  incurred  by him or it in  connection  with the
transactions contemplated hereby, including,  without limitation, all attorneys'
and accountants' fees.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.

"COMPANY"                                            "SHAREHOLDER"

EONTHESTREET.COM, INC.



By:  /s/ Jordan Ness                                   /s/ Jordan Ness
   -----------------------------------------         ---------------------------
         Jordan Ness, President                      Jordan Ness, individually


Address:_____________________________       Address:____________________________

------------------------------------                 ---------------------------




<PAGE>






                                                     EXHIBIT 4.2

                                                NON-COMPETE AGREEMENT



<PAGE>


                                                     EXHIBIT 5.4

                                               COMMITTEE DOCUMENTATION



<PAGE>


                                                   SCHEDULE 1.1(a)

                                                INTELLECTUAL PROPERTY





<PAGE>


                                                   SCHEDULE 1.1(b)

                                                       PERMITS




<PAGE>


                                                   SCHEDULE 1.1(c)

                                                      CONTRACTS