SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT

                        PURSUANT TO SECTION 13 OR 15 (D)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                       Date of Report:   October 13, 1998


                      FAS WEALTH MANAGEMENT SERVICES, INC.
              (Formerly Executive Wealth Management Services, Inc.)
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                               (Formerly Florida)
          (State or other jurisdiction of incorporation or organization)

          33-48017-A               59-2087068
     (Commission  File  Number)     (IRS  Employer  Identification  Number)

                             C/O GUY S. DELLA PENNA
                                    PRESIDENT
                            2323 STICKNEY POINT ROAD
                             SARASOTA, FLORIDA 34231
                    (Address of principal executive offices)

                                 (941) 921-9700
              (Registrant's telephone number, including area code)









ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT
--------     ------------------------------------

     Effective  at 9 o'clock A.M. on Monday, August 31, 1998 the proposed merger
between  FAS  Wealth  Management  Services, Inc. and Executive Wealth Management
Services,  Inc.  was consummated.  The merger results in the continuation of the
business  of  Executive  Wealth  Management  Services,  Inc.,  as a wholly owned
subsidiary  of  FAS  Group, Inc., with its name changed to FAS Wealth Management
Services,  Inc.  and  its  state  of  incorporation  changed  to  Delaware.

     As  of  the date of this report, the merger has not resulted in a change of
control  of  Executive  Wealth  Management  Services, Inc. or effected any other
change  except  the  change  of  name  and  state  of  incorporation.

     The  effective  date of the change of control will be the effective date of
the  Registration  Statement  on  Form S-4 filed with the SEC on August 10, 1998
under Registration No. 333-61141 pursuant to which the shares of common stock of
FAS  Group,  Inc.  will  be  exchanged  for  one  hundred  percent (100%) of the
outstanding  shares  of  capital  stock of Executive Wealth Management Services,
Inc.  The anticipated effective date of the Registration Statement is January 1,
1999  at  9  o'clock  A.M.  EST.

ITEM  2.     ACQUISITION  OF  ASSETS
--------     -----------------------

     Effective  on  the  same date as the merger, the sale of certain assets and
the  transfer  of  registered  representatives  from  Biltmore Securities to FAS
Wealth  Management Services, Inc. was consummated.  As a result of the transfer,
FAS  Wealth  Management Services, Inc. now has 14 independent contractor offices
with  a  total  of  145  independent  contractor  registered  representatives.

ITEM  5.     OTHER  EVENTS
--------     -------------

     Boru  Enterprises,  Inc.,  by  its President, Mr. John T. Moran, of Del Rey
Beach,  Florida  has  made  a  claim against FAS Group, Inc. for compensation in
connection  with  the  purchase  of  assets  and  transfer  of  registered
representatives  from  Biltmore  Securities  as well as the private placement of
Units.  At  the time the purchase and transfer with Biltmore was consummated and
the private offering was completed, management of FAS Group, Inc. and FAS Wealth
Management  Services,  Inc. believed and still believe there was no agreement to
pay a finder's fee in connection with such transactions.  However, the claim for
compensation  has  been  made  and  FAS  Group,  Inc.  and FAS Wealth Management
Services, Inc., through their outside counsel, are in the process of negotiating
with  Mr.  Moran's  counsel  an  amicable  resolution  of  his  claim.

ITEM  7.     FINANCIAL  STATEMENTS  AND  EXHIBITS
--------     ------------------------------------

     Exhibit  A  - Agreement and Plan of Merger (without schedules and exhibits)
     Exhibit  B  -  Asset  Purchase  Agreement  (without schedules and exhibits)
     Exhibit  C  -  Index  to  Financial  Statements




                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

     FAS  WEALTH  MANAGEMENT  SERVICES,  INC.



     By:/s/Guy  S.  Della  Penna
        ------------------------
            Guy  S.  Della  Penna,  President


Date:  October  13,  1998

<PAGE>
                                Exhibit A - Page
                                    EXHIBIT A








                          AGREEMENT AND PLAN OF MERGER



                                  By and among



                                 FAS GROUP, INC.



                         THE FOUNDER OF FAS GROUP, INC.


                      FAS WEALTH MANAGEMENT SERVICES, INC.


                                       and


                   EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.


                                       and

                            THE MAJORITY STOCKHOLDER
                                       OF
                   EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.









                                   May 7, 1998

<PAGE>
                                Exhibit A - Page
                                Exhibit A - Page
                                TABLE OF CONTENTS

RECITALS     6
ARTICLE  I     NAME  OF  SURVIVING CORPORATION, CERTIFICATE OF INCORPORATION AND
BY-LAWS,  BOARD  OF  DIRECTORS  AND  OFFICERS.     6
1.01     Name  of  Surviving  Corporation     6
1.02     Certificate  of  Incorporation  and  By-Laws     6
1.03     Board  of  Directors  and  Officers     7
ARTICLE  II     STATUS  AND  CONVERSION  OF  SECURITIES     7
2.01     Stock  of  EWMS  and  FAS.     7
(a)     EWMS  Common  Stock     7
(b)     Dissenters  Rights     7
(c)     Surrender  and  Exchange  of  EWMS  Common  Stock     8
(d)     Transfer  Taxes     8
(e)     EWMS  Stock  Transferees     8
2.02     Assumption  of  Employment  Agreements     8
2.03     Capital  Stock  of  FAS     8
2.04     Capital  Stock  of  MergerSub     8
ARTICLE  III     STOCKHOLDER  APPROVAL,  BOARD  OF  DIRECTORS'  RECOMMENDATIONS,
FILINGS,  EFFECTIVE  TIME.     8
3.01     Stockholder  Approvals,  Board  of  Director's  Recommendations     8
3.02     Filing,  Effective  Time     9
ARTICLE  IV     CERTAIN  EFFECTS  OF  MERGER     9
ARTICLE  V     REPRESENTATIONS  AND  WARRANTIES     9
5.01     Representations  and  Warranties  of  EWMS     9
(a)     Security  Holders     9
(b)     Financial  Statements     9
(c)     Undisclosed  Liabilities     10
(d)     Absence  of  Changes     10
(e)     Litigation  and  Claims     10
(f)     NASD  Membership,  Compliance,  Governmental  Authorizations     10
(g)     Due  Organization  and  Qualification     11
(h)     Tax  Matters     11
(i)     Material  Agreements  and  Employment  Contracts     11
(j)     Title  to  Property  and  Related  Matters     11
(k)     Corporate  Records     11
(l)     Licenses,  Trademarks  and  Trade  Names     11
(m)     Corporate  Authority     12
(n)     Binding  Obligation  of  EWMS     12
(o)     Capitalization     12
(p)     Full  Disclosure     12
(q)     Registration  Statement,  Prospectus/Information  Statement.     12
(r)     Finders  or  Brokers     13
(s)     SEC  Filings     13
(t)     Employment  Agreements     13
(u)     Share  Ownership     13
(v)     Approvals  Required     13
5.02     Representations  and  Warranties  of  Stockholder     14
(a)     Undisclosed  Liabilities     14
(b)     Binding  Obligation  of  Stockholder     14
(c)     Full  Disclosure     14
(d)     Registration  Statement,  Prospectus/Information  Statement.     14
(e)     Finders  or  Brokers     14
(f)     Stockholder  Authority     14
5.03     Representations  and  Warranties  of  FAS  and  MergerSub     14
(a)     Shares  of  FAS  Common  Stock     14
(b)     Due  Authorization  and  Qualification     15
(c)     Financial  Statements     15
(d)     Undisclosed  Liabilities     15
(e)     Absence  of  Changes     15
(f)     Litigation  and  Claims     15
(g)     Due  Organization  and  Qualification     16
(h)     Tax  Matters     16
(i)     Breach  of  Agreements     16
(j)     Capitalization     16
(k)     Full  Disclosure     16
(l)     Title  to  Property  and  Related  Matters     16
(m)     Compliance,  Governmental  Authorization     17
(n)     Brokerage  Fees     17
(o)     Public  Statements     17
(p)     Regulatory  Filings     17
(q)     Material  Agreements  and  Employment  Contracts     17
(r)     Corporate  Records     17
(s)     Corporate  Authority     17
(t)     Binding  Obligation  of  FAS  and  MergerSub     18
(u)     Registration  Statement,  Prospectus/Information  Statement.     18
5.04  Representations  and  Warranties  of  FAS  Founder     18
(a)     Undisclosed  Liabilities     18
(b)     Binding  Obligation  of  FAS  Founder     19
(c)     Full  Disclosure     19
(d)     Registration  Statement,  Prospectus/Information  Statement.     19
(e)     Finders  or  Brokers     19
(f)     FAS  Founder  Authority     19
ARTICLE  VI     COVENANTS     19
6.01     Covenants  of  EWMS     19
(a)     Conduct  of  Business     19
(b)     No  Solicitation     21
(c)     EWMS  and  Subsidiary  Actions     22
6.02     Covenants  of  Stockholder     22
(a)     No  Solicitation     22
(b)     Agreement  to  Vote     22
6.03     Covenants  of  FAS  and  MergerSub     23
(a)     Conduct  of  Business     23
(b)     No  Solicitation     25
(c)     FAS  and  Subsidiary  Actions     25
(d)     Agreement  to  Vote     25
6.04     Covenants  of  FAS  Founder     25
(a)     No  Solicitation     25
(b)     Agreement  to  Vote     26
6.05     Covenants  of  EWMS, Stockholder, FAS, MergerSub and FAS Founder     26
(a)     Access  to  Information     26
(b)     Registration  Statement  and  Information  Statement     26
(c)     Commercially  Reasonable  Efforts;  Other  Efforts     27
(d)     Public  Announcements     27
(e)     Notification  of  Certain  Matters     27
(f)     Indemnification     28
(g)     Directors'  and  Officers'  Liability  Insurance     28
(g)     Expenses     28
(h)     Stock  Exchange  Listing     28
(i)     Actions  Regarding  Office  and  Car  Lease  Obligations     28
(k)     Retroactive  Insurance  Coverage     28
(l)     Failure  to  Take  Action     28
(m)     Exhibits,  Closing  Statements  and  Schedules     29
ARTICLE  VII     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  THE  PARTIES     29
7.01     Conditions  Precedent  to  Obligations  of  EWMS and Stockholder     29
(a)     Accuracy  of  Representations  and  Warranties     29
(b)     Compliance  with  Covenants     29
(c)     Form  of  New  Certificates     29
(d)     Audited  Financial  Statements     29
(e)     Approval  by  Counsel     29
(f)     Opinion  of  Counsel     29
(g)     Officer's  Certificate     30
(h)     Closing  Financial  Statements     30
(i)     Lock-up  Agreements     30
(j)     Additional  Registered  Representatives     30
7.02     Conditions  Precedent  to  Obligations  of  FAS  and  MergerSub     31
(a)     Accuracy  of  Representations  and  Warranties     31
(b)     Compliance  with  Covenants     31
(c)     Lock  Up  Agreements     31
(d)     Approval  by  Counsel     31
(e)     Opinion  of  Counsel     31
(f)     Officers'  Certificate     32
(g)     Closing  Financial  Statements     32
7.03     Conditions  Precedent  to  Obligations  of  EWMS,  Stockholder,  FAS,
MergerSub  and  FAS  Founder     32
(a)     Registration  Statement     32
(b)     EWMS  Stockholder  Approval     32
(c)     Listing     32
(d)     Certain  Proceedings     32
(e)     Opinions     33
(f)     Stockholder  Agreement     33
7.04     Post  Merger  Incentive  Stock  Options     33
ARTICLE  VIII     CLOSING     33
8.01     Time  and  Place     33
8.04     Documents  at  Closing     33
(a)  Documents  by  EWMS     33
(b)  Documents  by  FAS     34
8.05     Filings  at  the  Closing     35
ARTICLE  IX     TERMINATION  AND  ABANDONMENT     35
9.01     Termination     35
(a)     Mutual  Consent     35
(b)     Failure  to  Consummate     35
(c)     Order  of  Judicial  or  Regulatory  Authority     35
(d)     Exercise  of  Dissenter's  Rights     35
9.02     Termination  by  EWMS     35
9.03     Termination  by  FAS     36
9.04     Procedure  for  Termination     36
9.05     Effect  of  Termination  and  Abandonment     36
ARTICLE  X     DISPUTE  RESOLUTION     37
10.1     Agreement  Disputes     37
10.2     Arbitration  in  Accordance with American Arbitration Association Rules
37
10.3     Final  and  Binding  Awards     37
10.4     Costs  of  Arbitration     37
10.5     Settlement  by  Mutual  Agreement     37
ARTICLE  XI     OTHER  MATTERS     38
11.01     The  Closing     38
11.02     Survivability  and  Investigations     38
11.03     Nature  of  Representations  and  Warranties     38
11.05     Further  Assurances     38
11.06     Waiver  of  Compliance  and  Consents     38
11.07     Notices     38
11.08     Interpretation     39
11.09     Counterparts     39
11.10     Governing  Law     39
11.11     Binding  Effect     39
11.12     Entire  Agreement     39
11.13     Time     39
11.14     Severability     39
11.15     Default  Costs     39

<PAGE>
                      Merger.doc     38     FDraft10/18/93
                                Exhibit A - Page
                                Exhibit A - Page
                                    SCHEDULES

I.     As  to  Executive  Wealth  Management  Services,  Inc.:

     1.     Liabilities  of  EWMS  Not  Disclosed  in  Financial  Statements
     2.     Adverse  Changes  Since  the  Date  of  the  Financial  Statements
     3.     Litigation
     4.     Exceptions  to  Compliance  with  Laws  and  Regulations
     5.     Exceptions  with  respect  to  Tax  Matters
     6.     Material Agreements, Employment Contracts and Employee Benefit Plans
     7.     Exceptions  to  Title  to  Properties
     8.     Licenses,  Trademarks  and  Trade  Names.
     9.     EWMS's  Capitalization.

II.     As  to  FAS  Group,  Inc.:

     10.     Liabilities  of  FAS  Not  Disclosed  in  Financial  Statements
     11.     Absence  of  Changes
     12.     Litigation
     13.     Exceptions  to  Title  to  Properties
     14.     Exceptions  to  Compliance  with  Laws  and  Regulations
     15.     Commitments  to  Issue  FAS's  Securities
16.     Material  Agreements,  Employment  Contracts  and Employee Benefit Plans
17.     Capitalization  of  FAS  and  MergerSub


                                    EXHIBITS

A.     EWMS  Common Stock Owned by Stockholder and FAS Common Stock to be Issued
B.     Form  of  FAS  Common  Stock
C.     Members  of  the  Board  of  Directors  of  FAS  at  the  Effective  Time
D.     Senior  Officers  of  FAS  at  the  Effective  Time
E.     Form  of  Opinion  of  FAS's  Counsel
F.     Form  of  Opinion  of  EWMS's  Counsel
G-1     Form  of  Lock  up  Agreement  Covering  Certain EWMS, FAS and MergerSub
Stockholder
G-2     Form  of  Lock  Up  Agreement  Covering  Dr.  Robert  E.  Windom
H-1     Form  of  Stockholder Agreement between Jack A. Alexander & Guy S. Della
Penna
H-2     Form  of  Override  Agreement  of  EWMS
I-1     Form  of  Officers'  Certificate  of  FAS
I-2     Form  of  Officers'  Certificate  of  EWMS
J.     List  of  Definitions  and  Meaning  of  Terms

<PAGE>
                                 Exhibit A - 38
                                Exhibit A - Page
                                Exhibit A - Page
                          AGREEMENT AND PLAN OF MERGER


     AGREEMENT AND PLAN OF MERGER (the "AgreementAgreement"), dated as of May 7,
1998, among FAS Group, Inc. a Delaware corporation whose address is 14358 Golden
Sunset Lane, Poway, California 92064 ("FASFAS"), the founder of FAS Group, Inc.,
Jack  A. Alexander, whose address is 14358 Golden Sunset Lane, Poway, California
92064  ("FAS  FounderFAS  Founder"),  FAS  Wealth  Management  Services, Inc., a
Delaware corporation and a wholly-owned subsidiary of FAS whose address is 14358
Golden  Sunset  Lane, Poway, California 92064, ("MergerSubMergerSub") and Guy S.
Della  Penna,  the  holder  of  a majority of the issued and outstanding capital
stock  of Executive Wealth Management Services, Inc. ("StockholderStockholder"),
Executive  Wealth Management Services, Inc., a Florida corporation whose address
is  2323  Stickney  Point  Road,  Sarasota,  Florida  34231  ("EWMSEWMS"),  such
corporation  in its capacity as the surviving corporation being, herein sometime
called  the "Surviving Corporation,Surviving Corporation" and MergerSub and EWMS
being  herein  sometimes  called  the  "Constituent  Corporations.Constituent
Corporations"


                                RECITALS RECITALS

     WHEREAS,  the  respective Boards of Directors of EWMS, MergerSub and FAS as
well  as  Stockholder and FAS Founder have approved the merger of MergerSub with
and into EWMS pursuant and subject to the terms and conditions of this Agreement
(the  "Merger"),  whereby each issued and outstanding share of common stock, par
value $0.002 per share, of EWMS at the Effective Time will be converted into the
right  to  receive  FAS  Common  Stock;  and

WHEREAS,  EWMS, Stockholder, MergerSub, FAS and FAS Founder contemplate that the
Merger  will  be  classified  as  a  tax-free reorganization pursuant to Section
368(a)(i)(B)  of the Internal Revenue Code of 1986, as amended ("CodeCode"); and

WHEREAS,  EWMS,  MergerSub  and  FAS  desire  to  make  certain representations,
warranties  and  agreements  in connection with the Merger and also to set forth
the  various  conditions  to  the  Merger;  and

WHEREAS,  the  respective  Boards  of  Directors of EWMS, MergerSub and FAS have
adopted  resolutions  approving  this  Agreement;  and

WHEREAS,  the  terms used in this Agreement shall have the meanings respectively
ascribed  to  them  in  Exhibit  J  hereto.

NOW,  THEREFORE, the parties hereto hereby adopt the above recitals and agree as
follows:


                                    ARTICLE I
  NAME OF SURVIVING CORPORATION, CERTIFICATE OF INCORPORATION AND BY-LAWS, BOARD
      OF DIRECTORS AND OFFICERS.ARTICLE I     NAME OF SURVIVING CORPORATION,
   CERTIFICATE OF INCORPORATION AND BY-LAWS, BOARD OF DIRECTORS AND OFFICERS.

     1.01     NAME  OF  SURVIVING  CORPORATION1.01     Name  of  Surviving
Corporation.  The corporation which shall survive the Merger Merger contemplated
hereby  is EWMS which shall be governed under the laws of the State of Delaware.
The  name of the Surviving Corporation shall be changed to FAS Wealth Management
Services,  Inc.

     1.02     CERTIFICATE  OF  INCORPORATION  AND BY-LAWS1.02     Certificate of
Incorporation  and  By-Laws.  The  Articles  of  Incorporation as defined in the
Section 607.0202 of the Florida Business Corporation Act and the By-Laws of EWMS
as  in  effect at the Effective Time (as defined in Section 3.02) shall from and
after  the Effective Time be the Certificate of Incorporation and the By-Laws of
the  Surviving  Corporation  until  they  are  amended.

     1.03     BOARD  OF  DIRECTORS  AND  OFFICERS1.03     Board of Directors and
Officers.  The  individuals  respectively  designated  by  EWMS  and  FAS  and
identified  on Exhibit C to this Agreement, which Exhibit shall be attached to a
certificate  signed  by  both parties and made a part of this Agreement no later
than  the  time  of mailing the Prospectus/Information Statement (as hereinafter
defined)  to the stockholders of EWMS, and which individuals shall be identified
in  the  Prospectus/Information  Statement  as  such,  shall comprise all of the
members of the Board of Directors of FAS at the Effective Time.  The individuals
identified  on  Exhibit  D  to  this  Agreement shall comprise all of the senior
officers  of  FAS  at  the Effective Time and shall hold the positions set forth
opposite  their  names.


                                   ARTICLE II
    STATUS AND CONVERSION OF SECURITIESARTICLE II     STATUS AND CONVERSION OF
                                   SECURITIES

2.01     STOCK  OF  EWMS  AND  FAS.2.01     Stock  of  EWMS  and  FAS.

     (a)     EWMS Common Stock(a)     EWMS Common Stock.  All of the outstanding
shares  of  Common  Stock,  par  value  $.002  per  share, of EWMS ("EWMS Common
StockEWMS  Common  Stock")  outstanding  at the Effective Time shall, subject to
compliance with Section 2.01 (b), be converted into and exchanged for the number
of  shares  of  Class A common stock (as defined below) and Class B common stock
(as  defined  below),  par  value  $.001 per share of FAS (collectively the "FAS
Common  StockFAS Common Stock") set out in Exhibit A, except that shares of EWMS
Common  Stock  held in EWMS's treasury at the Effective Time shall be cancelled.

(i)  Holders  of  Class  A  Common  Stock  ("Class  A Common StockClass A Common
Stock")  are  entitled  to one vote per share on all matters to be voted upon by
the shareholders.  Except as otherwise provided by law, the holders of shares of
     Common  Stock  vote  as  one  class.  Shares  of  Common  Stock do not have
preemptive  rights,  cumulative  voting  rights,  conversion  rights  or  other
subscription  rights.  Except,  the  holders of Class A Common Stock AND Class B
Common  Stock  issued  to the stockholders of EWMS in the Merger are entitled to
additional  shares  of Class A Common Stock in the event of conversion of any or
all  shares  of  Class  A  Convertible  Exchangeable  Preferred Stock or Class B
Convertible  Exchangeable  Preferred  Stock  (collectively,  the  "Preferred
StockPreferred Stock").  The number of additional shares issuable ratably to the
holders  of  Class  A  Common  Stock  and  Class  B  Common  Stock issued to the
stockholders  of EWMS in the Merger, or their successors, is an amount such that
the  percentage of the total of all such shares of Common Stock will be the same
before  and  after  the  conversion  of  the Preferred Stock.  In the event of a
liquidation, dissolution or winding up of FAS, the holders of Common Stock share
ratably  in  all assets remaining after payment of liabilities, subject to prior
liquidation  rights  of  preferred  stock,  if  any,  then  outstanding.

(ii)  Holders  of  Class  B  Common  Stock ("Class B Common Stock"Class B Common
Stock) are entitled to 50 votes per share on all matters to be voted upon by the
     shareholders.  Shares  of Class B Common Stock convert to shares of Class A
Common  Stock  in  certain  circumstances,  including  (i)  upon a sale or other
transfer,  except  to  specified  family  members as defined in the Stockholders
Agreement  referred  to  in Section 7.03(f), (ii) at the time the holder of such
shares  of Class B Common Stock ceases to be affiliated with FAS, (iii) upon the
death  of  the  holder,  and  (iv)  upon the sale of such shares in a registered
public  offering.  The  conversion  from  Class B Common Stock to Class A Common
Stock  may  be  waived by a majority of the Class B Common Stock held by persons
other  than  the  persons  for  whose  benefit  the  waiver  is  requested.

          (b)     Dissenters  Rights(b)     Dissenters  Rights.  Notwithstanding
Section  2.01(a) no shares of FAS Common Stock shall be issued in respect of any
shares  of EWMS Common Stock, the holders of which shall object to the Merger in
writing  and  demand  payment  of  the value of their shares pursuant to Section
607.1302  of  the  Florida  Business  Corporation  Act  and  as a result payment
therefore  is  made,  such  holders  to  have  only  the rights provided by such
Section.

          (c)     Surrender  and  Exchange of EWMS Common Stock(c)     Surrender
and  Exchange of EWMS Common Stock.  After the Effective Time, each holder of an
outstanding certificate or certificates (the "Old CertificatesOld Certificates")
theretofore  representing shares of EWMS Common Stock, upon surrender thereof to
FAS,  shall  be  entitled  to  receive  and  exchange therefore a certificate or
certificates  (the "New CertificatesNew Certificates"), which FAS agrees to make
available  at the Effective Time, representing the number of whole shares of FAS
Common  Stock  into  and  for  which the shares of EWMS Common Stock theretofore
represented  by  such  surrendered  Old  Certificates  have  been converted.  No
certificates  or scrip for fractional shares of FAS Common Stock will be issued,
no FAS stock split or dividend shall relate to any fractional share interest and
no  such fractional share interest shall entitle the owner thereof to vote or to
any  rights  of  a  stockholder  of  FAS.

          (d)     Transfer  Taxes(d)     Transfer Taxes.  If any New Certificate
is  to  be  issued  in  a  name  other  than  that  in which the Old Certificate
surrendered  for exchange is issued, the Old Certificate so surrendered shall be
properly  endorsed  and  otherwise  in  proper  form for transfer and the person
requesting  such  exchange shall pay to FAS any transfer or other taxes required
by  reason of the issuance of the New Certificate in any name other than that of
the  registered holder of the Old Certificate surrendered, or established to the
satisfaction  of  FAS  that  such  tax  has  been  paid  or  is  not  payable.

          (e)     EWMS  Stock  Transferees(e)     EWMS Stock Transferees.  As of
the  Effective  Time, no transfer of the shares of EWMS Common Stock outstanding
prior  to  the  Effective  Time shall be made on the stock transfer books of the
Surviving  Corporation.  If,  after  the  Effective  Time,  Old Certificates are
presented  to FAS or the Surviving Corporation, they shall be exchanged pursuant
to  Section  2.01(c).

     2.02     ASSUMPTION  OF  EMPLOYMENT  AGREEMENTS2.02     Assumption  of
Employment  Agreements.  FAS  shall  assume  in  the  Merger  all  employment,
compensation,  and  benefit  agreements and plans relating to employees of EWMS,
including  without  limitation,  all  employment  contracts,  change  of control
agreements,  severance,  and indemnity agreements with such employees and former
employees,  all  EWMS  employee  benefit plans, all grants and awards under EWMS
1995  Stock  Option  Plan  relating  to  current  EWMS  employees; and any other
agreements  or  obligations  set  forth  in  Schedule  6.

     2.03     CAPITAL STOCK OF FAS2.03     Capital Stock of FAS.  All issued and
outstanding  shares  of capital stock of FAS, whether outstanding or held in the
treasury  of  FAS,  shall  continue  unchanged  as shares of capital stock.  All
outstanding  FAS  warrants  and  FAS  stock  options shall continue unchanged as
securities  of  FAS.

     2.04     CAPITAL  STOCK  OF  MERGERSUB2.04     Capital  Stock of MergerSub.
All shares of capital stock of MergerSub outstanding at the Effective Time shall
be  converted into and exchanged for 100 shares of common stock of the Surviving
Corporation  and  any  shares of capital stock of MergerSub held in its treasury
shall  be  cancelled.


                                   ARTICLE III
   STOCKHOLDER APPROVAL, BOARD OF DIRECTORS' RECOMMENDATIONS, FILINGS, EFFECTIVE
         TIME.  ARTICLE III     STOCKHOLDER APPROVAL, BOARD OF DIRECTORS'
                    RECOMMENDATIONS, FILINGS, EFFECTIVE TIME.

     3.01     STOCKHOLDER  APPROVALS,  BOARD  OF  DIRECTOR'S RECOMMENDATIONS3.01
Stockholder  Approvals,  Board  of  Director's Recommendations.  A notice to the
Stockholder  of  EWMS  shall be provided in accordance with the Florida Business
Corporation  Act,  as  amended,  as  promptly  as possible, stating, among other
things,  the  adoption  and approval of this Agreement, the Merger and the other
transactions  contemplated  hereby.  Subject  to  its  fiduciary  duty  to
stockholders,  the  board  of  directors of EWMS and Stockholder shall adopt and
approve  this  Agreement,  the  Merger  and  the other transactions contemplated
hereby.

     3.02     FILING, EFFECTIVE TIME3.02     Filing, Effective Time.  As soon as
practical  after the adoption and approval of this Agreement, the Merger and the
other  transactions  contemplated  hereby, appropriate certificates of merger in
the  form  required by Section 607.1105 of the Florida Business Corporation Act,
as  amended, shall be executed and filed in the office of the Secretary of State
of  the  State  of Florida and filed and recorded with the Secretary of State of
the State of Delaware as provided in Section 251 of the General Corporation Laws
of  Delaware  at  which  time  the Merger shall become effective (the "Effective
TimeEffective  Time").


                                   ARTICLE IV
        CERTAIN EFFECTS OF MERGERARTICLE IV     CERTAIN EFFECTS OF MERGER

     At  the  Effective  Time,  the separate existence of MergerSub shall cease.
MergerSub  shall  be  merged  with  and into EWMS, the Surviving Corporation, in
accordance  with  the  provisions  of this Agreement.  Thereafter, the Surviving
Corporation  shall possess all the rights, privileges, powers and franchises of,
a  public  as  well  as  of  a  private  nature, and shall be subject to all the
restrictions,  disabilities  and  duties of each of the Constituent Corporations
and  all  and singular; the rights, privileges, powers and franchises of each of
the  Constituent  Corporations,  and all property, real, personal and mixed, and
all  debts  due  to  either  of them on whatever account, shall be vested in the
Surviving  Corporation;  and  all  property,  rights,  privileges,  powers  and
franchises,  and all and every other interest shall be thereafter an effectually
the  property  of  Surviving  Corporation,  as  they  were  of  the  respective
Constituent  Corporations,  and  the title to any real estate whether by deed or
otherwise  vested in either of the Constituent Corporations, shall not revert to
be  in any way impaired by reason of the Merger; buy all rights of creditors and
all  liens  upon  any  property  of  the  parties  hereto,  shall  be  preserved
unimpaired,  and all debts, liabilities and duties of the respective Constituent
Corporations  shall  thenceforth attach to the Surviving Corporation, and may be
enforced  against it to the same extent as if said debts, liabilities and duties
had  been  incurred  or  contracted  by  it.

     MergerSub  agrees that it will execute and deliver, or cause to be executed
and  delivered, all such deeds, assignments and other instruments, and will take
or  cause  to be taken such further or other action as Surviving Corporation may
deem  necessary  or  desirable  in order to vest in and confirm to the Surviving
Corporation  title  to  and  possession  of all the property rights, privileges,
immunities,  powers,  purposes and franchises, and all and every other interest,
of  MergerSub  and  otherwise  to  carry  out  the  intent  and purposes of this
Agreement.


                                    ARTICLE V
   REPRESENTATIONS AND WARRANTIESARTICLE V     REPRESENTATIONS AND WARRANTIES

     5.01     REPRESENTATIONS  AND  WARRANTIES  OF EWMS 5.01     Representations
and  Warranties  of EWMS.  EWMS as a material inducement to FAS and MergerSub to
enter  into  this Agreement and consummate the transactions contemplated hereby,
make  the  following  representations and warranties to FAS and MergerSub, which
representations and warranties will be true and correct in all material respects
at  the  Effective  Time:

          (a)     Security  Holders(a)     Security  Holders.  The  stockholders
listed on Exhibit "A" are the only owners, of record and beneficially, of all of
the  issued  and  outstanding  shares  of  EWMS  Common  Stock.

          (b)     Financial  Statements(b)     Financial  Statements.  EWMS  has
delivered audited financial statements of EWMS at December 31, 1996 and December
31,  1997, including balance sheets and income statements and statements of cash
flows  (collectively  the  "Financial  Statements").

          To  the  best of EWMS's knowledge and belief, the Financial Statements
fairly  and  accurately  present  the financial condition of EWMS as of the date
thereof  and  the consolidated results of its operations for the period covered;
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles,  consistently  applied,  except as otherwise stated therein; and the
books  and  records,  financial and others, of EWMS are in all material respects
complete  and  correct and have been maintained in accordance with good business
and  accounting  practices.

          (c)     Undisclosed  Liabilities(c)     Undisclosed  Liabilities.
Except  as set forth in Schedule 1, at the Effective Time:  (i) EWMS is aware of
no  liabilities  or  obligations  of any nature, fixed or contingent, matured or
unmatured,  which  are  not  shown  or  otherwise  provided for in the Financial
Statements except for liabilities and obligations arising in the ordinary course
of  business,  none  of  which  is  materially adverse;  and (ii) to the best of
EWMS's  knowledge  and  belief,  no  reserves have been established by EWMS and,
therefore,  are  not  set  forth  in  the  Financial  Statements.

          (d)     Absence  of  Changes(d)     Absence of Changes.  Except as set
forth  in Schedule 2, since the date of the Financial Statements, to the best of
EWMS's  knowledge  and  belief,  the  business  of EWMS has been operated in the
ordinary  course  and  there  has  not  been:

          (i)     Any  material  adverse  change  in the condition (financial or
otherwise),  assets,  liabilities, earnings, net worth, business or prospects of
EWMS  for  such  period,  in  the  aggregate, or at any time during such period;

          (ii)     Any  damage,  destruction  or loss (whether or not covered by
insurance)  materially  adversely  affecting  EWMS  or  its  businesses;

          (iii)     Any  declaration,  setting aside, or payment of any dividend
or  other distribution in respect of any shares of capital stock of EWMS, or any
direct  or indirect redemption, purchase or other acquisition of any such stock;

          (iv)     Any  issuance or sale by EWMS or agreement to sell any of its
securities;  or

          (v)     Any  statute,  rule,  regulation  or  order adopted (including
orders  of  regulatory  authorities with jurisdiction over EWMS or its business)
which  materially  adversely  affects  EWMS  or  its  business.

          (e)     Litigation and Claims(e)     Litigation and Claims.  Except as
set  forth  in  Schedule 3, or in the Financial Statements;  EWMS is aware of no
actions, suits, claims, investigations or legal or administrative or arbitration
proceedings  pending or threatened against EWMS, its assets or business, whether
at  law  or  in  equity,  or  before or by any Federal, state, municipal, local,
foreign  or  other governmental department, commission, board, bureau, agency or
instrumentality;  nor does EWMS know of a threat of such litigation or any basis
for  any  such  action,  suit,  claim,  investigation  or  proceeding.

          (f)     NASD  Membership,  Compliance,  Governmental Authorizations(f)
NASD  Membership,  Compliance, Governmental Authorizations.  Except as set forth
in  Schedule 4, EWMS is a member in good standing of the National Association of
Securities Dealers, Inc., ("NASDNASD")is registered with the U.S. Securities and
Exchange  Commission  ("SECSEC")  as  a  broker-dealer,  has  complied  with all
Federal,  state,  local  or  foreign  laws,  ordinances,  regulations and orders
applicable  to  its  business,  including  without limitation, Federal and state
securities  laws  which,  if  not  complied with, would materially and adversely
affect  the business of EWMS, and EWMS has all Federal, state, local and foreign
governmental  licenses and permits necessary in the conduct of its business, and
such  licenses  and permits or exemptions are in full force and effect, and EWMS
knows  of  no  violations  of  any  such  licenses, permits or exemptions and no
proceedings  are  pending  or  threatened  to  revoke  or  limit the use of such
licenses,  permits  or  exemptions.

     (g)     Due  Organization  and  Qualification(g)     Due  Organization  and
Qualification.  EWMS  is  a  corporation duly organized, validly existing and in
good  standing  under  the  laws of the State of Florida, and is qualified to do
business  and  is  in  good standing in each state where it is required to be so
qualified  and  such  qualification  is  material to its business.  EWMS has the
power  to  own  its  properties  and  assets and to carry on its business as now
presently  conducted.

          (h)     Tax  Matters(h)     Tax  Matters.  Except  as  set  forth  in
Schedule  5,  EWMS has filed all federal, state and local tax or related returns
and reports due or required to be filed, which reports accurately reflect in all
material  respects  the amount of taxes due.  EWMS has paid all amounts of taxes
or  assessments  which  would  be  delinquent if not paid as of the date of this
Agreement,  other than taxes or charges being contested in good faith or not yet
finally  determined.

          (i)     Material  Agreements  and Employment Contracts(i)     Material
Agreements  and  Employment  Contracts.  Schedule 6 contains a true and complete
list  and  brief  description  of  all  written  or  oral  contracts, agreements
(including  employment  agreements),  mortgages,  obligations,  understandings,
arrangements, restrictions, and other instruments to which EWMS is a party or by
which EWMS or its assets may be bound.  True and correct copies of all items set
forth  on  Schedule  6  have been or will be made available to FAS and MergerSub
prior  to  Closing.  Except  as  set forth in Schedule 6, there are no "employee
pension  benefit  plans"  as  defined in Section 3(2) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), covering employees (or former
employees),  maintained  or contributed to by EWMS or any of its Subsidiaries or
any  of their ERISA Affiliates (as hereinafter defined), or to which EWMS or any
of its Subsidiaries or any of their ERISA Affiliates contributes or is obligated
to  make  payments thereunder or otherwise may have any liability ("EWMS Pension
Benefit  Plans").  For  purposes of this Agreement, "ERISA Affiliate" shall mean
any  person  (as defined in Section 3(9) of ERISA) that is a member of any group
of  persons  described  in  Section  414(b),  (c), (m) or (o) of the Code, which
includes  the referent person, or its Subsidiaries.  No event has occurred which
(whether with or without notice, lapse of time or the happening or occurrence of
any  other  event)  would  constitute  a default under any of the agreements set
forth  in  Schedule  6.

          (j)     Title to Property and Related Matters(j)     Title to Property
and  Related Matters.  EWMS has good and marketable title to all the properties,
interests in properties and assets, real, personal and mixed, reflected as being
owned  by  it  on the Financial Statements or acquired by them after the date of
the  Financial Statements, of any kind or character, free and clear of any liens
or  encumbrances,  except  (i)  those  referred to in the notes to the Financial
Statements,  (ii)  those  set  forth  in Schedule 7, and (iii) liens for current
taxes not yet delinquent.  Except as set forth in said Schedule 7 and except for
matters which may arise in the ordinary course of business, EWMS's assets are in
good  operating  condition  and repair.  To the best of knowledge of EWMS, there
does  not exist any condition that materially interferes with the use thereof in
the  ordinary  course  of  EWMS's  business.

          (k)     Corporate  Records(k)     Corporate  Records.  The  corporate
minute  books, and other documents and records of EWMS are complete and correct.
FAS  and  MergerSub shall have the right to review all corporate records of EWMS
prior  to  the  Effective  Time.

          (l)     Licenses,  Trademarks  and  Trade  Names(l)     Licenses,
Trademarks and Trade Names.  Schedule 8 contains a true and complete list of all
licenses  and  all trademarks, trade names, service marks, copyrights, know-how,
patents  and applications for any of the foregoing owned by or registered in the
name  of  EWMS.  There  is  no pending or threatened claim or litigation against
EWMS contesting the right to use any of the trademarks, trade names and know-how
or  the  validity  of  any  of  the  licenses,  copyrights and patents listed on
Schedule  8, or asserting the misuse of any thereof, nor has there ever been any
such  claim  or  litigation.

          (m)     Corporate  Authority(m)     Corporate  Authority.  EWMS  is
authorized  to  enter  into  this  Agreement  and has taken all corporate action
necessary  to  authorize the execution of this Agreement and consummation of the
transactions  contemplated  herein.  The  execution, delivery and performance of
this  Agreement  by  EWMS  will  not be in conflict with or constitute a default
under  any  provisions of applicable law, EWMS's Certificate of Incorporation or
By-Laws,  or any agreement or instrument to which EWMS is a party or by which it
or  its  assets  are  bound.

          (n)     Binding  Obligation of EWMS(n)     Binding Obligation of EWMS.
This Agreement constitutes a valid and binding agreement of EWMS, enforceable in
accordance  with  its  terms  except  as  such  enforcement  may  be  limited by
applicable  bankruptcy,  insolvency, moratorium, and other similar laws relating
to,  limiting  or  affecting  the enforcement of creditors rights generally; and
neither  the  execution  and  delivery of this Agreement nor the consummation by
EWMS  of  the  transactions  contemplated hereby, nor compliance with any of the
provisions  hereof,  will  violate  any  statute, law, rule or regulation or any
order,  writ,  injunction  or  decree of any court or governmental authority, or
violate  or  conflict  with  or  constitute a default under (or give rise to any
right  of  termination,  cancellation  or  acceleration  under)  the  terms  or
conditions  or  provisions  of  any  note,  bond,  lease,  mortgage, obligation,
agreement,  understanding,  arrangement or restriction of any kind to which EWMS
is  a  party  or  by  which  EWMS  or  its  properties  may  be  bound.

          (o)     Capitalization(o)     Capitalization.  The  authorized
capitalization  of  EWMS is as set forth in the Financial Statements.  Except as
set  forth  in said Schedule 9, there are no outstanding or presently authorized
securities, warrants, preemptive rights, subscription rights, options or related
commitments  of  any  nature  to  issue  any  of EWMS's securities which are not
reflected  in  the  Financial  Statements  or  in  Schedule  9.

          (p)     Full  Disclosure(p)     Full Disclosure.  EWMS has, and at the
Effective  Time  will  have,  disclosed  to FAS all events, conditions and facts
materially  affecting the business and prospects of EWMS which are known to EWMS
and  EWMS  has not and will not have, at the Effective Time, withheld disclosure
of  any  events,  conditions,  or  facts which it may have knowledge of, or have
reasonable  grounds  to  know, may materially, adversely affect the business and
prospects  of  EWMS.

     (q)     Registration  Statement,  Prospectus/Information  Statement(q)
Registration  Statement,  Prospectus/Information  Statement..  None  of  the
information  supplied by EWMS for inclusion or incorporation by reference in the
registration  statement under the Securities Act registering FAS Common Stock to
be  issued  at the Effective Time (such registration statement as amended by any
amendments  thereto  being  referred  to  herein  as  the  "Registration
StatementRegistration  Statement") or the Prospectus/Information Statement to be
sent  to  the  stockholders of EWMS in connection with the Merger, including all
amendments  and  supplements  thereto,  shall,  in  the case of the Registration
Statement,  at  (i)  the time the Registration Statement becomes effective, (ii)
the  Closing,  (iii)  the  Effective  Time,  (iv)  in  the  case  of  the
Prospectus/Information  Statement,  on  the  date  or  dates  the
Prospectus/Information  Statement  is first mailed to FAS and EWMS stockholders,
(v) at the Closing, and (vi) at the Effective Time, contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading.  If
at  any  time  prior  to the Effective Time any event with respect to EWMS shall
occur  which  is  required  to be described in the Registration Statement or the
Prospectus/Information  Statement,  such  event shall be so described, and after
due  consultation  with  FAS, an amendment or supplement shall be promptly filed
with  the  SEC and, as required by law, disseminated to the stockholders of EWMS
and  FAS.  The  Registration  Statement and the Prospectus/Information Statement
will  (with respect to EWMS) comply as to form in all material respects with the
applicable  provisions of the Securities Act and the Securities Exchange Act, as
the  case  may  be.

     (r)     Finders  or Brokers. (r)     Finders or Brokers Except as set forth
in  Schedule  6,  neither  EWMS  nor  any  Subsidiary  of  EWMS has employed any
investment  banker,  broker,  finder  or  intermediary  in  connection  with the
transactions  contemplated  hereby  who  might  be  entitled  to  a  fee  or any
commission  the  receipt  of  which  is  conditioned  in  whole  or  part  upon
consummation  of  the  Merger.

     (s)     SEC  Filings.  (s)     SEC  Filings (i) EWMS has filed with the SEC
all  required  forms,  reports and documents required to be filed by it with the
SEC  since  December  31,  1993  (collectively,  the  "EWMS  SEC ReportsEWMS SEC
Reports"),  all  of  which,  when  filed,  complied  as  to form in all material
respects  with  the  applicable  provisions  of  the  Securities Act of 1933, as
amended  and  the  rules  and  regulations  promulgated  thereunder ("Securities
ActSecurities  Act")and  the Securities Exchange Act of 1934, as amended and the
rules  and  regulations  promulgated thereunder ("Exchange ActExchange Act"), as
the  case  may  be.  As  of  their  respective dates EWMS SEC Reports (including
documents included as exhibits thereto or incorporated by reference therein) did
not  contain any untrue statement of a material fact or omit to state a material
fact  required to be stated therein or necessary to make the statements therein,
in  light  of  the  circumstances  under  which  they were made, not misleading.

     (ii)  EWMS  will  deliver  to FAS as soon as they become available true and
complete  copies  of  any  report  or  statement  mailed by EWMS to its security
holders  generally  or  filed by it with the SEC, in each case subsequent to the
date  hereof and prior to the Effective Time. As of their respective dates, such
reports and statements (excluding any information therein provided by FAS, as to
which  EWMS  makes  no  representation)  will  comply as to form in all material
respects  with  the applicable provisions of the Securities Act and the Exchange
Act, will not contain any untrue statement of a material fact or omit to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading, and will further comply in all material respects with all applicable
requirements of law. The audited consolidated financial statements and unaudited
consolidated  interim  financial  statements  of EWMS and its Subsidiaries to be
included  or  incorporated  by  reference in such reports and statements will be
prepared  in accordance with generally accepted accounting principles applied on
a  consistent  basis throughout the periods involved, and in accordance with all
applicable  accounting  requirements  under  the Securities Act and the Exchange
Act, and will fairly present the consolidated financial position of EWMS and its
Subsidiaries  as of the dates thereof and the consolidated results of operations
and  consolidated  cash flow for the periods then ended (subject, in the case of
any  unaudited  interim financial statements, to normal year-end adjustments and
to  the  extent  they  may  not include footnotes or may be condensed or summary
statements).

          (t)     Employment  Agreements(t)     Employment Agreements.  EWMS has
entered  into  no  employment agreements, except those identified on Schedule 6.

          (u)     Share Ownership(u)     Share Ownership.  To the best knowledge
of  EWMS, the shares of EWMS Common Stock are owned, of record and beneficially,
as specified on Exhibit "A", free and clear of all liens and encumbrances of any
kind  and  nature,  and  have  not  been  sold,  pledged,  assigned or otherwise
transferred  except  pursuant  to  this  Agreement.

          (v)     Approvals  Required(v)     Approvals  Required.  To  the  best
knowledge of EWMS no approval, authorization, consent, order or other action of,
or  filing  with,  any  person,  firm or corporation or any court is required in
connection  with  the  execution  and  delivery by EWMS of this Agreement or the
consummation  of  the  transactions described herein, except as disclosed herein
and,  except  to  the extent that the parties are required to obtain approval by
any  governmental  authority  or  administrative  agency  or  to file reports in
accordance  with relevant regulations under Federal and state securities and tax
laws.

     5.02     REPRESENTATIONS  AND  WARRANTIES  OF  STOCKHOLDER5.02
Representations  and  Warranties  of  Stockholder.  Stockholder,  as  a material
inducement  to FAS and MergerSub to enter into this Agreement and consummate the
transactions  contemplated  hereby,  makes  the  following  representations  and
warranties  to  FAS  and MergerSub, which representations and warranties will be
true  and  correct  in  all  material  respects  at  the  Effective  Time:

          (a)     Undisclosed  Liabilities(a)     Undisclosed  Liabilities.
Except  as  set forth in Schedule 1, at the Effective Time, Stockholder is aware
of  no liabilities or obligations of any nature, fixed or contingent, matured or
unmatured,  which  are  not  shown  or  otherwise  provided for in the Financial
Statements except for liabilities and obligations arising in the ordinary course
of  business,  none  of  which  is  materially  adverse.

          (b)     Binding Obligation of Stockholder(b)     Binding Obligation of
Stockholder.  This  Agreement  constitutes  a  valid  and  binding  agreement of
Stockholder, enforceable in accordance with its terms except as such enforcement
may  be  limited  by  applicable  bankruptcy,  insolvency, moratorium, and other
similar  laws  relating  to,  limiting or affecting the enforcement of creditors
rights  generally.

          (c)     Full  Disclosure(c)     Full Disclosure.  Stockholder has, and
at  the  Effective  Time  will have, disclosed to FAS all events, conditions and
facts materially affecting the business and prospects of EWMS which are known to
Stockholder  and  Stockholder  has not and will not have, at the Effective Time,
withheld  disclosure  of  any  events,  conditions,  or  facts which he may have
knowledge  of,  or  have  reasonable  grounds to know, may materially, adversely
affect  the  business  and  prospects  of  EWMS.

     (d)     Registration  Statement,  Prospectus/Information  Statement(d)
Registration  Statement,  Prospectus/Information  Statement..  None  of  the
information  supplied by Stockholder for inclusion or incorporation by reference
in  the  registration  statement under the Securities Act registering FAS Common
Stock to be issued at the Effective Time (such registration statement as amended
by  any  amendments  thereto  being  referred  to  herein  as  the "Registration
StatementRegistration  Statement") or the Prospectus/Information Statement to be
sent  to  the  stockholders of EWMS in connection with the Merger, including all
amendments  and  supplements  thereto,  shall,  in  the case of the Registration
Statement,  at  (i)  the time the Registration Statement becomes effective, (ii)
the  Closing,  (iii)  the  Effective  Time,  (iv)  in  the  case  of  the
Prospectus/Information  Statement,  on  the  date  or  dates  the
Prospectus/Information  Statement  is first mailed to FAS and EWMS stockholders,
(v) at the Closing, and (vi) at the Effective Time, contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact required to be stated
therein  or  necessary  in  order to make the statements therein not misleading.

     (e)     Finders  or Brokers. (e)     Finders or Brokers Except as set forth
in  Schedule  6,  EWMS has not employed any investment banker, broker, finder or
intermediary  in  connection with the transactions contemplated hereby who might
be  entitled  to  a fee or any commission the receipt of which is conditioned in
whole  or  part  upon  consummation  of  the  Merger.

          (f)     Stockholder  Authority(f)     Stockholder  Authority.
Stockholder  has the full right, power and authority to execute and deliver this
Agreement  and  perform  his  obligations  hereunder.

     5.03     REPRESENTATIONS  AND  WARRANTIES  OF  FAS  AND  MERGERSUB5.03
Representations  and  Warranties  of FAS and MergerSub.  FAS and MergerSub, as a
material  inducement  to  EWMS  and Stockholder to enter into this Agreement and
consummate  the  transactions  contemplated  hereby,  make  the  following
representations  and  warranties  to EWMS and Stockholder, which representations
are true and correct at this date, and will be true and correct on the Effective
Time  as  though  made  on  and  as  of  such  date:

          (a)     Shares  of FAS Common Stock(a)     Shares of FAS Common Stock.
The New Certificates to be delivered to the Stockholder and EWMS Shareholders at
Closing will be valid and legally issued shares of FAS Common Stock of FAS, free
and  clear  of  all  liens,  encumbrances,  and  preemptive  rights, and will be
fully-paid  and  non-assessable  shares.

          (b)     Due  Authorization  and Qualification(b)     Due Authorization
and  Qualification.  This  Agreement  has  been  duly  authorized, executed, and
delivered  by  FAS  and  MergerSub,  and constitutes a legal, valid, and binding
obligation  of  FAS  and MergerSub, enforceable in accordance with its terms; no
consent  of  any  federal,  state,  municipal or other governmental authority is
required  by FAS or MergerSub for the execution, delivery or performance of this
Agreement  by  FAS  and  MergerSub;  no  consent of any party to any contract or
agreement  to  which  FAS  or  MergerSub  is  a  party  or by which any of their
respective  property  or  assets  are  subject  is  required  for the execution,
delivery  or  performance  of  this  Agreement  by  FAS  and  MergerSub.

          (c)     Financial  Statements(c)     Financial  Statements.  FAS  has
delivered  to  EWMS and Stockholder its pro forma compiled opening balance sheet
(the  "StatementsStatements").  The Statements fairly and accurately reflect the
financial condition of FAS as of the dates thereof and the results of operations
for  the  periods  reflected  therein.  The  Statements  have  been  prepared in
accordance  with generally accepted accounting principles, consistently applied,
except  as  otherwise  stated  therein; and the books and records, financial and
others,  of  FAS are in all material respects complete and correct and have been
maintained  in  accordance  with  good  business  and  accounting  practices.

          (d)     Undisclosed  Liabilities(d)     Undisclosed  Liabilities.
Except  as  set  forth  in Schedule 10, FAS: (i)  has no material liabilities or
obligations  of any nature, fixed or contingent, matured or unmatured, which are
not  shown  or  otherwise  provided for in the Statements; and (ii) all reserves
established by FAS and set forth in the Statements are adequate and there are no
material  loss  contingencies  (as  such  term is used in Statement of Financial
Accounting Standard No. 5 of the Financial Accounting Standards Board) which are
not  adequately  provided  for.

          (e)     Absence  of  Changes(e)     Absence of Changes.  Except as set
forth in Schedule 11, since the date of the Statements, to the best of FAS's and
MergerSub's  and  FAS  Founder's  knowledge  and  belief, the business of FAS or
MergerSub  has  been  operated  in  the  ordinary course and there has not been:

          (i)     Any  material  adverse  change  in the condition (financial or
otherwise),  assets,  liabilities, earnings, net worth, business or prospects of
FAS  and MergerSub for such period, in the aggregate, or at any time during such
period;

          (ii)     Any  damage,  destruction  or loss (whether or not covered by
insurance)  materially  adversely affecting FAS or MergerSub or their respective
businesses;

          (iii)     Any  declaration,  setting aside, or payment of any dividend
or  other  distribution  in  respect  of  any shares of capital stock of FAS and
MergerSub,  or  any direct or indirect redemption, purchase or other acquisition
of  any  such  stock;

          (iv)     Any issuance or sale by FAS or MergerSub or agreement to sell
any  of  their  respective  securities;  or

          (v)     Any  statute,  rule,  regulation  or  order adopted (including
orders  of  regulatory  authorities  with  jurisdiction over FAS or MergerSub or
their respective businesses) which materially adversely affects FAS or MergerSub
or  their  respective  businesses.

          (f)     Litigation and Claims(f)     Litigation and Claims.  Except as
set  forth  in Schedule 12, or in the Statements; there are no material actions,
suits,  claims,  investigations  or  legal  or  administrative  or  arbitration
proceedings  pending  or threatened against FAS, its assets or business, whether
at  law  or  in  equity,  or  before or by any Federal, state, municipal, local,
foreign  or  other governmental department, commission, board, bureau, agency or
instrumentality;  nor  does  FAS  know or have any reason to know of a threat of
such  litigation or any basis for any such action, suit, claim, investigation or
proceeding  which  could  materially  and  adversely  affect  the  business  or
properties  of  FAS.

          (g)     Due Organization and Qualification(g)     Due Organization and
Qualification.  FAS  is  a  corporation  duly organized, validly existing and in
good  standing under the laws of the State of Delaware, is qualified to business
and in good standing in each state where it is required to be qualified and such
qualification is material and has the corporate power to own its property and to
carry  on  its  business  as  now  being conducted.  The Restated Certificate of
Incorporation  and By-Laws of FAS, as in effect on the Effective Time, have been
delivered  to  EWMS  and  are  made  a  part  hereof.

          (h)     Tax  Matters(h)     Tax  Matters.  FAS  has filed all Federal,
state and local, tax or related returns and reports due or required to be filed,
which  reports  accurately  reflect in all material respects the amount of taxes
due.  FAS  has  paid  all taxes or assessments which have become due, other than
taxes  or  charges  being  contested  in  good  faith or not finally determined.

          (i)     Breach of Agreements(i)     Breach of Agreements.  FAS has not
breached,  or is there any pending or threatened claims or any legal basis for a
claim that FAS has breached, nor has an event occurred which with the passing of
time  would  constitute  a  breach  of  any  of  the  terms or conditions of any
agreements,  contracts or commitments to which FAS is a party or by which FAS or
its assets are bound.  The execution, delivery and performance of this Agreement
by FAS will not be in conflict with or constitute a default under any provisions
of  applicable  law,  FAS's  Certificate  of  Incorporation  or  By-Laws, or any
agreement or instrument to which FAS is a party or by which it or its assets are
bound.

          (j)     Capitalization(j)     Capitalization.  The  authorized
capitalization  of  FAS  and  MergerSub  are  as set forth in the Statements and
Schedule 17.  Except as set forth in the Statements or in Schedule 15, there are
no  outstanding or presently authorized securities, warrants, preemptive rights,
subscription  rights,  options or related commitments of any nature to issue any
of FAS's securities which are not reflected in the Statements or in Schedule 15.
All  outstanding  shares  of  capital  stock  have been duly authorized, validly
issued,  and  are fully-paid and non-assessable, and all such shares were issued
in  compliance with all applicable federal and state securities laws.  Except as
set  forth  in  the statements or in Schedule 15 and except for the issuances of
securities  referred  to  in  this  Agreement  between  FAS, MergerSub, EWMS and
Stockholder  with  respect  to  the  merger of EWMS, there are no outstanding or
presently  authorized  securities,  warrants,  preemptive  rights,  subscription
rights,  options  or  related  commitments  of  any nature to issue any of FAS's
securities.

          (k)     Full  Disclosure(k)     Full  Disclosure.  FAS has, and at the
Effective  Time  will  have,  disclosed  to  EWMS  and  Stockholder  all events,
conditions and facts materially affecting the business and prospects of FAS; and
FAS has not and will not have, at the Effective Time, withheld disclosure of any
events, conditions, and facts which it may have knowledge of, or have reasonable
grounds  to  know may materially, adversely affect the business and prospects of
FAS.

          (l)     Title to Property and Related Matters(l)     Title to Property
and  Related  Matters.  FAS  and MergerSub have good and marketable title to all
the  properties,  interests  in properties and assets, real, personal and mixed,
reflected as being owned by them on the Statements or acquired by them after the
date of the Statements, of any kind or character, free and clear of any liens or
encumbrances,  except (i) those referred to in the notes to the Statements, (ii)
those  set  forth  in  Schedule  14,  and  (iii) liens for current taxes not yet
delinquent.  Except  as  set  forth  in  said Schedule 14 and except for matters
which  may  arise in the ordinary course of business, FAS and MergerSub's assets
are in good operating condition and repair.  To the best of knowledge of FAS and
MergerSub,  there  does  not exist any condition that materially interferes with
the  use  thereof  in  the  ordinary  course  of FAS's or MergerSub's respective
businesses.

          (m)     Compliance,  Governmental  Authorization(m)     Compliance,
Governmental  Authorization.  Except as set forth in Schedule 14 hereto, FAS has
complied  in  all  respects  with  all  Federal,  state, local, or foreign laws,
ordinances,  regulations,  and  orders  applicable  to  its  business, including
without limitation Federal and state securities laws applicable to all offerings
prior  to  the  Effective  Time.  FAS  has all Federal, state, local and foreign
governmental  licenses  and  permits material to and necessary in the conduct of
its  business, and such licenses and permits or exemptions are in full force and
effect,  and  FAS  knows  of  no  violations  of  any  such licenses, permits or
exemptions,  and no proceedings are pending or threatened to revoke or limit the
use  of  such  licenses,  permits  or  exemptions.

          (n)     Brokerage  Fees(n)     Brokerage  Fees.  FAS has not incurred,
nor  will  it  incur,  any  liability  for brokerage or finder's fees or similar
charges  in  connection  with  this  Agreement  or  any  of  the  transactions
contemplated  hereby.

          (o)     Public  Statements(o)     Public Statements.  FAS will deliver
to  EWMS's  management  any public documents which report the completion of this
transaction so that EWMS's management can review and, if acceptable, approve the
descriptions  contained  therein  of  EWMS  and  the  terms  of the transactions
accomplished  by  this  Agreement;

          (p)     Regulatory  Filings(p)     Regulatory  Filings.  FAS  will
deliver  to  EWMS's management, with a copy to its counsel (at the addresses set
forth  herein),  all  reports,  registration  statements and other documents, as
filed with the Securities and Exchange Commission and or National Association of
Securities  Dealers,  Inc.;

     (q)     Material  Agreements  and  Employment  Contracts(q)     Material
Agreements  and  Employment Contracts.  Schedule 16 contains a true and complete
list  and  brief  description  of  all  written  or  oral  contracts, agreements
(including  employment  agreements),  obligations, understandings, arrangements,
restrictions,  and  other instruments to which FAS is a party or by which FAS or
its  assets  may  be  bound.  True  and correct copies of all items set forth on
Schedule 16 have been or will be made available to EWMS and Stockholder prior to
Closing.  Except  as  set  forth  in Schedule 16, there are no "employee pension
benefit  plans"  as  defined  in  Section 3(2) of the Employee Retirement Income
Security  Act  of  1974,  as  amended  ("ERISA"),  covering employees (or former
employees),  maintained  or  contributed to by FAS or any of its Subsidiaries or
any  of  their ERISA Affiliates (as hereinafter defined), or to which FAS or any
of its Subsidiaries or any of their ERISA Affiliates contributes or is obligated
to  make  payments  thereunder or otherwise may have any liability ("FAS Pension
Benefit  Plans").  For  purposes of this Agreement, "ERISA Affiliate" shall mean
any  person  (as defined in Section 3(9) of ERISA) that is a member of any group
of  persons  described  in  Section  414(b),  (c),  (m)  or (o) of the Code that
includes  the  referent person or its Subsidiaries.  No event has occurred which
(whether with or without notice, lapse of time or the happening or occurrence of
any  other  event)  would  constitute  a default under any of the agreements set
forth  in  Schedule  16.

     (r)     Corporate  Records(r)     Corporate  Records.  The corporate minute
books,  and  other  documents  and records of FAS and MergerSub are complete and
correct.  EWMS  shall  have the right to review all corporate records of FAS and
MergerSub  prior  to  the  Effective  Time.

          (s)     Corporate  Authority(s)     Corporate  Authority.  FAS  and
MergerSub  are  authorized  to  enter  into  this  Agreement  and have taken all
corporate  action  necessary  to  authorize  the execution of this Agreement and
consummation  of  the transactions contemplated herein.  The execution, delivery
and  performance  of this Agreement by FAS and MergerSub will not be in conflict
with  or  constitute  a  default under any provisions of applicable law, FAS and
MergerSub's  Certificates  of  Incorporation  or  By-Laws,  or  any agreement or
instrument  to  which  FAS or MergerSub are a party or by which it or its assets
are  bound.

          (t)     Binding  Obligation  of  FAS  and  MergerSub(t)     Binding
Obligation of FAS and MergerSub.  This Agreement constitutes a valid and binding
agreement  of  FAS and MergerSub and FAS Founder, enforceable in accordance with
its  terms  except  as such enforcement may be limited by applicable bankruptcy,
insolvency,  moratorium,  and  other  similar  laws  relating  to,  limiting  or
affecting  the  enforcement  of  creditors  rights  generally;  and  neither the
execution  and  delivery  of  this  Agreement  nor  the  consummation by FAS and
MergerSub  of  the  transactions contemplated hereby, nor compliance with any of
the  provisions hereof, will violate any statute, law, rule or regulation or any
order,  writ,  injunction  or  decree of any court or governmental authority, or
violate  or  conflict  with  or  constitute a default under (or give rise to any
right  of  termination,  cancellation  or  acceleration  under)  the  terms  or
conditions  or  provisions  of  any  note,  bond,  lease,  mortgage, obligation,
agreement,  understanding,  arrangement  or restriction of any kind to which FAS
and MergerSub are a party or by which FAS and MergerSub or its properties may be
bound.  No  consent  or  approval  by  any governmental authority is required in
connection  with  the  execution  and  delivery  by  FAS  and  MergerSub of this
Agreement  or  the  consummation  of  the  transactions  contemplated  hereby.

     (u)     Registration  Statement,  Prospectus/Information  Statement(u)
Registration  Statement,  Prospectus/Information  Statement..  None  of  the
information  supplied  by  FAS  or  MergerSub  for inclusion or incorporation by
reference in the registration statement under the Securities Act registering FAS
Common  Stock to be issued at the Effective Time (such registration statement as
amended  by any amendments thereto being referred to herein as the "Registration
StatementRegistration  Statement") or the Prospectus/Information Statement to be
sent  to  the  stockholders  of  EWMS  in  connection with EWMS Special Meeting,
including  all  amendments  and  supplements  thereto, shall, in the case of the
Registration  Statement,  at  (i)  the  time  the Registration Statement becomes
effective,  (ii)  the Closing, (iii) the Effective Time, (iv) in the case of the
Prospectus/Information  Statement,  on  the  date  or  dates  the
Prospectus/Information  Statement  is first mailed to FAS and EWMS stockholders,
(v) at the date or dates of EWMS Special Meeting, (vi) at the Closing, and (vii)
at  the  Effective Time, contain any untrue statement of a material fact or omit
to  state a material fact required to be stated therein or necessary in order to
make  the  statements  therein  not  misleading.  If  at  any  time prior to the
Effective  Time  any  event  with  respect  to  FAS  or  MergerSub or any of its
Subsidiaries  shall  occur which is required to be described in the Registration
Statement  or  the  Prospectus/Information  Statement,  such  event  shall be so
described,  and  after  due  consultation  with EWMS, an amendment or supplement
shall  be  promptly  filed with the SEC and, as required by law, disseminated to
the  stockholders  of  EWMS  and  FAS.  The  Registration  Statement  and  the
Prospectus/Information Statement will (with respect to FAS and MergerSub) comply
as  to  form  in  all  material  respects  with the applicable provisions of the
Securities  Act  and  the  Securities  Exchange  Act,  as  the  case  may  be.

     5.04  REPRESENTATIONS AND WARRANTIES OF FAS FOUNDER5.04 Representations and
Warranties  of  FAS  Founder.  FAS  Founder, as a material inducement to EWMS to
enter  into  this Agreement and consummate the transactions contemplated hereby,
makes  the  following  representations  and  warranties  to  EWMS,  which
representations and warranties will be true and correct in all material respects
at  the  Effective  Time:

          (a)     Undisclosed  Liabilities(a)     Undisclosed  Liabilities.
Except  as set forth in Schedule 10, at the Effective Time, FAS Founder is aware
of  no liabilities or obligations of any nature, fixed or contingent, matured or
unmatured,  which  are  not  shown  or  otherwise  provided for in the Financial
Statements except for liabilities and obligations arising in the ordinary course
of  business,  none  of  which  is  materially  adverse.

          (b)     Binding  Obligation  of FAS Founder (b)     Binding Obligation
of FAS Founder.  This Agreement constitutes a valid and binding agreement of FAS
Founder, enforceable in accordance with its terms except as such enforcement may
be  limited  by applicable bankruptcy, insolvency, moratorium, and other similar
laws  relating  to,  limiting  or  affecting the enforcement of creditors rights
generally.

          (c)     Full  Disclosure(c)     Full Disclosure.  FAS Founder has, and
at  the  Effective Time will have, disclosed to EWMS and Stockholder all events,
conditions and facts materially affecting the business and prospects of FAS; and
FAS  Founder  has  not  and  will  not  have,  at  the  Effective Time, withheld
disclosure  of any events, conditions, and facts which he may have knowledge of,
or have reasonable grounds to know may materially, adversely affect the business
and  prospects  of  FAS.

     (d)     Registration  Statement,  Prospectus/Information  Statement(d)
Registration  Statement,  Prospectus/Information  Statement..  None  of  the
information  supplied by FAS Founder for inclusion or incorporation by reference
in  the  registration  statement under the Securities Act registering FAS Common
Stock to be issued at the Effective Time (such registration statement as amended
by  any  amendments  thereto  being  referred  to  herein  as  the "Registration
StatementRegistration  Statement") or the Prospectus/Information Statement to be
sent  to  the  stockholders of EWMS in connection with the Merger, including all
amendments  and  supplements  thereto,  shall,  in  the case of the Registration
Statement,  at  (i)  the time the Registration Statement becomes effective, (ii)
the  Closing,  (iii)  the  Effective  Time,  (iv)  in  the  case  of  the
Prospectus/Information  Statement,  on  the  date  or  dates  the
Prospectus/Information  Statement  is first mailed to FAS and EWMS stockholders,
(v) at the Closing, and (vi) at the Effective Time, contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact required to be stated
therein  or  necessary  in  order to make the statements therein not misleading.

     (e)     Finders  or Brokers. (e)     Finders or Brokers Except as set forth
in  Schedule  6,  FAS  Founder  has  not employed any investment banker, broker,
finder  or  intermediary in connection with the transactions contemplated hereby
who  might  be  entitled  to  a  fee  or  any commission the receipt of which is
conditioned  in  whole  or  part  upon  consummation  of  the  Merger.

          (f)     FAS  Founder  Authority(f)     FAS  Founder  Authority.  FAS
Founder  has  the  full  right,  power and authority to execute and deliver this
Agreement  and  perform  his  obligations  hereunder.


                                   ARTICLE VI
                        COVENANTSARTICLE VI     COVENANTS

     6.01     COVENANTS OF EWMS. 6.01     Covenants of EWMS  EWMS, as a material
inducement  to FAS and MergerSub to enter into this Agreement and consummate the
transactions  contemplated  hereby,  covenant  and  agree  as  follows:

     (a)     Conduct  of  Business.  (a)     Conduct  of  Business  Except  as
contemplated  by  this  Agreement  or  as expressly agreed to in writing by FAS,
during  the  period  from the date of this Agreement to the Effective Time, EWMS
and  its Subsidiaries will each conduct its operations according to its ordinary
and  usual  course  of  business consistent with past practice, and will use all
commercially reasonable efforts to preserve intact its business organization, to
keep  available  the  services  of  its  officers  and employees and to maintain
satisfactory  relationships  with  registered  representatives,  clearing firms,
suppliers,  customers  and others having business relationships with it and will
take no action which would adversely affect its ability to consummate the Merger
or  the  other transactions contemplated hereby. Without limiting the generality
of  the  foregoing,  and  except  as  otherwise  expressly  contemplated by this
Agreement, prior to the Effective Time, neither EWMS nor any of its Subsidiaries
will,  without  the prior written consent of FAS which shall not be unreasonably
withheld:

     (i)  amend  its  certificate  of incorporation (or other applicable charter
document)  or  By-laws;

     (ii)  authorize  for issuance, issue, sell, deliver, grant any options for,
or  otherwise  agree or commit to issue, sell or deliver any shares of any class
of  capital stock of EWMS or its Subsidiaries or any securities convertible into
or  exchangeable or exercisable for shares of any class of capital stock of EWMS
or  its Subsidiaries, other than pursuant to and in accordance with the terms of
EWMS  Option  Plans  listed  in  Section  5.01(o);

     (iii)  split,  combine  or  reclassify  any  shares  of  its capital stock,
declare,  set  aside or pay any dividend or other distribution (whether in cash,
stock or property or any combination thereof) in respect of its capital stock or
purchase,  redeem  or  otherwise  acquire any shares of its own capital stock or
that  of  any  of  its  Subsidiaries;

     (iv)  except  in  the  ordinary course of business and consistent with past
practice  (A)  create,  incur, assume, maintain or permit to exist any long-term
debt  or  any short-term debt for borrowed money other than under existing lines
of  credit;  (B)  assume,  guarantee,  endorse  or  otherwise  become  liable or
responsible (whether directly, contingently or otherwise) for the obligations of
any  other  person  except  wholly  owned  Subsidiaries of EWMS; or (C) make any
loans,  advances  or  capital  contributions  to,  or  investments in, any other
person;

     (v)  (A)  increase  in any manner the compensation of any of its directors,
officers  or employees, except in the ordinary course of business and consistent
with past practice; (B) pay or agree to pay any pension, retirement allowance or
other  employee  benefit  not required, or enter into or agree to enter into any
agreement  or  arrangement with any of its past or present employees relating to
any  such  pension,  retirement  allowance  or other employee benefit, except as
required  under  currently existing agreements, plans or arrangements; (C) grant
any  severance  or termination pay to, or enter into any employment or severance
agreement  with,  any of its past or present employees; (D) except to the extent
permitted  by  the  foregoing  clause (A), enter into any contract, agreement or
understanding  with any of its past or present directors or officers; (E) except
in  the  ordinary course of business and consistent with past practice or as may
be required to comply with applicable law, become obligated (other than pursuant
to  any  new  or  renewed collective bargaining agreement) under any new pension
plan,  welfare  plan,  multi-employer  plan,  employee  benefit  plan,  benefit
arrangement,  or  similar plan, arrangement or policy which was not in existence
on the date hereof, including any bonus, incentive, deferred compensation, stock
purchase,  stock  option,  stock  appreciation right, health or group insurance,
severance  pay,  retirement  or other benefit plan, agreement or arrangement, or
employment  or  consulting  agreement  with or for the benefit of any person, or
amend  any  of  such  plans  or  any of such agreements in existence on the date
hereof;  or  (F) enter into any loan or loan guarantee, forgive any loan, extend
the  repayment  terms,  or otherwise modify any loan or extend any credit to any
current  or  former  officer,  director,  or  employee.

     (vi)  except  in  the  ordinary course of business and consistent with past
practice  or  as otherwise expressly contemplated hereby, sell, transfer, lease,
license,  pledge,  mortgage,  or  otherwise dispose of, or encumber, or agree to
sell,  transfer,  lease,  license,  pledge,  mortgage or otherwise dispose of or
encumber,  any  material  properties,  real,  personal  or  mixed;

     (vii)  except  as  otherwise  expressly contemplated hereby, enter into any
other  agreements,  commitments  or contracts, except agreements, commitments or
contracts  for  the purchase, sale or lease of goods or services in the ordinary
course  of  business  and  consistent with past practice and having a term of no
more  than  one  year;

     (viii) authorize, recommend, propose or announce an intention to authorize,
recommend  or  propose, or enter into any agreement in principle or an agreement
with  respect  to,  any plan of liquidation or dissolution, any acquisition of a
material amount of assets or securities, any disposition of a material amount of
assets  or securities or any material change in its capitalization, or any entry
into  a  material  contract  or  any  amendment  or modification of any material
contract or any release or relinquishment of any material contract rights not in
the  ordinary  course  of  business  and consistent with past practice except as
expressly  contemplated  by  this  Agreement;

     (ix)  except as previously approved by the Board of Directors of EWMS prior
to  the date hereof and as identified to FAS prior to the date hereof, authorize
or  commit  to  make  capital  expenditures  in  excess  of  $50,000;

     (x)  permit any insurance policy naming it as a beneficiary or a loss payee
to  be canceled, terminated or materially altered, except in the ordinary course
of  business  and  consistent with past practice and following written notice to
FAS;

     (xi)  maintain its books and records in a manner not in the ordinary course
of  business  or  inconsistent  with  past  practice;

     (xii)  except  in  the ordinary course of business, enter into any hedging,
option,  derivative  or  other  similar  transaction;

     (xiii)  change any assumption underlying, or method of calculating, any bad
debt,  contingency,  provision  or  other  reserve;

     (xiv)  pay,  discharge  or  satisfy  any claims, liabilities or obligations
(absolute,  accrued, contingent or otherwise), other than the payment, discharge
or  satisfaction  of  liabilities  (including  accounts payable) in the ordinary
course  of business and consistent with past practice, or collect, or accelerate
the  collection  of, any amounts owed (including accounts receivable) other than
the  collection  in  the  ordinary  course  of  business;  or

     (xv)  agree  to  do  any  of  the  foregoing.

     (b)     No  Solicitation.  (b)     No  Solicitation  (i)  EWMS  agrees that
subsequent to the execution date hereof and subject to subsection (ii) below, it
shall  not,  and shall not authorize or permit any of its Subsidiaries or any of
its  or  its  Subsidiaries'  directors,  officers,  employees,  agents  or
representatives  to,  directly  or  indirectly, solicit, initiate, facilitate or
encourage (including by way of furnishing or disclosing information) any merger,
consolidation,  other  business  combination involving EWMS or its Subsidiaries,
acquisition  of all or any substantial portion of the assets or capital stock of
EWMS and its Subsidiaries taken as a whole, or inquiries or proposals concerning
or  which  may reasonably be expected to lead to, any of the foregoing (an "EWMS
Acquisition  TransactionEWMS  Acquisition Transaction") or negotiate, explore or
otherwise  communicate  in  any  way with any third party (other than FAS or its
affiliates)  with  respect to any EWMS Acquisition Transaction or enter into any
agreement,  arrangement  or  understanding requiring it to abandon, terminate or
fail  to  consummate  the  Merger or any other transactions contemplated by this
Agreement. EWMS shall be obligated to immediately advise FAS of any inquiries or
proposals  relating  to  an  EWMS  Acquisition  Transaction.

     (ii)  Notwithstanding  the  foregoing,  in  the  event  that  there  is  an
unsolicited written proposal for a EWMS Acquisition Transaction from a bona fide
financially capable third party, EWMS may furnish non-public information to, and
negotiate  with,  such  third  party  only  if  (A) EWMS shall have provided two
business  days'  written  notice  to FAS of such proposal or (B) EWMS's Board of
Directors,  after  having  received advice from its investment banker or bankers
and  outside  counsel  to  EWMS,  shall have determined that failure to take the
proposed  action, furnish such information or to commence negotiations regarding
a  EWMS  Acquisition  Transaction  would  be  inconsistent  with  such  Board of
Directors'  fiduciary  duties.

     (c)     EWMS  and  Subsidiary  Actions. (c)     EWMS and Subsidiary Actions
EWMS  shall  not  take or omit to take, and shall not cause or permit any of its
Subsidiaries  to  take or omit to take, any action within its reasonable control
which  would  (i)  cause  a  breach  of  any  representation or warranty of EWMS
contained  in  this  Agreement  such  that  the  Closing conditions set forth in
Section  7.02(a)  would  not  be  satisfied  or  (ii) prevent fulfillment of the
conditions  in  Article  VII.

     6.02     COVENANTS  OF  STOCKHOLDER.  6.02     Covenants  of  Stockholder
Stockholder,  as  a  material inducement to FAS and MergerSub to enter into this
Agreement  and  consummate  the  transactions contemplated hereby, covenants and
agree  as  follows:

     (a)     No  Solicitation.  (a)     No  Solicitation  (i) Stockholder agrees
that  subsequent  to  the  execution  date hereof and subject to subsection (ii)
below,  he  shall  not, directly or indirectly, solicit, initiate, facilitate or
encourage (including by way of furnishing or disclosing information) any merger,
consolidation,  other  business  combination involving EWMS or its Subsidiaries,
acquisition  of all or any substantial portion of the assets or capital stock of
EWMS and its Subsidiaries taken as a whole, or inquiries or proposals concerning
or  which  may reasonably be expected to lead to, any of the foregoing (an "EWMS
Acquisition  TransactionEWMS  Acquisition Transaction") or negotiate, explore or
otherwise  communicate  in  any  way with any third party (other than FAS or its
affiliates)  with  respect to any EWMS Acquisition Transaction or enter into any
agreement,  arrangement  or  understanding requiring it to abandon, terminate or
fail  to  consummate  the  Merger or any other transactions contemplated by this
Agreement. EWMS shall be obligated to immediately advise FAS of any inquiries or
proposals  relating  to  an  EWMS  Acquisition  Transaction.

     (ii)  Notwithstanding  the  foregoing,  in  the  event  that  there  is  an
unsolicited written proposal for a EWMS Acquisition Transaction from a bona fide
financially capable third party, EWMS may furnish non-public information to, and
negotiate  with,  such  third  party  only  if  (A) EWMS shall have provided two
business  days'  written  notice  to FAS of such proposal or (B) EWMS's Board of
Directors,  after  having  received advice from its investment banker or bankers
and  outside  counsel  to  EWMS,  shall have determined that failure to take the
proposed  action, furnish such information or to commence negotiations regarding
a  EWMS  Acquisition  Transaction  would  be  inconsistent  with  such  Board of
Directors'  fiduciary  duties.

     (b)     Agreement  to  Vote(b)     Agreement to Vote3.  Stockholder, as the
owner  of  a  majority  of  the  shares of EWMS Common Stock, agrees to vote his
shares  of  EWMS  Common  Stock  in  favor  of  approving this Agreement and the
transactions  contemplated  hereby  and, except as may be required by subsection
(a)  of  this Section 6.02, not to approve or support any competing transaction,

     6.03     COVENANTS  OF  FAS  AND  MERGERSUB.  6.03     Covenants of FAS and
MergerSub FAS and MergerSub, as a material inducement to EWMS and Stockholder to
enter  into  this Agreement and consummate the transactions contemplated hereby,
covenant  and  agree  as  follows:

     (a)     Conduct  of  Business.  (a)     Conduct  of  Business  Except  as
contemplated  by  this  Agreement  or as expressly agreed to in writing by EWMS,
during  the  period  from  the date of this Agreement to the Effective Time, FAS
will and will cause its Subsidiaries each to conduct its operations according to
its  ordinary  and  usual  course of business consistent with past practice, and
will  use  all  commercially  reasonable  efforts to preserve intact its initial
capital,  to  keep  available  the services of its officers and employees and to
maintain  satisfactory  relationships  with  existing and prospective suppliers,
customers, registered representatives, clearing firms and others having existing
or  prospective  business  relationships with FAS, and will take no action which
would  adversely  affect  its  ability  to  consummate  the  Merger or the other
transactions  contemplated  hereby.  Without  limiting  the  generality  of  the
foregoing,  and  except  as  otherwise expressly contemplated by this Agreement,
prior  to  the  Effective  Time,  neither  FAS nor any of its Subsidiaries will,
without  the  prior  written  consent  of  EWMS  which shall not be unreasonably
withheld:

     (i)  amend  its  certificate  of incorporation (or other applicable charter
document)  or  By-laws;

     (ii)  authorize  for issuance, issue, sell, deliver, grant any options for,
or  otherwise  agree or commit to issue, sell or deliver any shares of any class
of  capital  stock of FAS or its Subsidiaries or any securities convertible into
or  exchangeable  or exercisable for shares of any class of capital stock of FAS
except  as  set  forth  in  Schedule  15;

     (iii)  split,  combine  or  reclassify  any  shares  of  its capital stock,
declare,  set  aside or pay any dividend or other distribution (whether in cash,
stock or property or any combination thereof) in respect of its capital stock or
purchase,  redeem  or  otherwise  acquire any shares of its own capital stock or
that  of  any  of  its Subsidiaries, except for intercompany transactions in the
ordinary  course  of  business  consistent  with  past  practice  and  as may be
necessary  to  facilitate  the  Merger;

     (iv)  except  in  the  ordinary course of business and consistent with past
practice  (A)  create,  incur, assume, maintain or permit to exist any long-term
debt  or  any short-term debt for borrowed money other than under existing lines
of  credit;  (B)  assume,  guarantee,  endorse  or  otherwise  become  liable or
responsible (whether directly, contingently or otherwise) for the obligations of
any  other  person  except  EWMS;  or  (C)  make  any loans, advances or capital
contributions  to,  or  investments  in,  any  other  person;

     (v)  (A)  increase  in any manner the compensation of any of its directors,
officers  or employees, except in the ordinary course of business and consistent
with past practice; (B) pay or agree to pay any pension, retirement allowance or
other  employee  benefit  not required, or enter into or agree to enter into any
agreement  or  arrangement with any of its past or present employees relating to
any  such  pension,  retirement  allowance  or other employee benefit, except as
required  under  currently existing agreements, plans or arrangements; (C) grant
any  severance  or termination pay to, or enter into any employment or severance
agreement  with,  any of its past or present employees; (D) except to the extent
permitted  by  the  foregoing  clause (A), enter into any contract, agreement or
understanding  with any of its past or present directors or officers; (E) except
in  the  ordinary course of business and consistent with past practice or as may
be required to comply with applicable law, become obligated (other than pursuant
to  any  new  or  renewed collective bargaining agreement) under any new pension
plan,  welfare  plan,  multi-employer  plan,  employee  benefit  plan,  benefit
arrangement,  or  similar plan, arrangement or policy which was not in existence
on the date hereof, including any bonus, incentive, deferred compensation, stock
purchase,  stock  option,  stock  appreciation right, health or group insurance,
severance  pay,  retirement  or other benefit plan, agreement or arrangement, or
employment  or  consulting  agreement  with or for the benefit of any person, or
amend  any  of  such  plans  or  any of such agreements in existence on the date
hereof;  or  (F) enter into any loan or loan guarantee, forgive any loan, extend
the  repayment  terms,  or otherwise modify any loan or extend any credit to any
current  or  former  officer,  director,  or  employee.

     (vi)  except  in  the  ordinary course of business and consistent with past
practice  or  as otherwise expressly contemplated hereby, sell, transfer, lease,
license,  pledge,  mortgage,  or  otherwise dispose of, or encumber, or agree to
sell,  transfer,  lease,  license,  pledge,  mortgage or otherwise dispose of or
encumber,  any  material  properties,  real,  personal  or  mixed;

     (vii)  except  as  otherwise  expressly contemplated hereby, enter into any
other  agreements,  commitments  or contracts, except agreements, commitments or
contracts  for  the purchase, sale or lease of goods or services in the ordinary
course  of  business  and  consistent with past practice and having a term of no
more  than  one  year;

     (viii) authorize, recommend, propose or announce an intention to authorize,
recommend  or  propose, or enter into any agreement in principle or an agreement
with  respect  to,  any plan of liquidation or dissolution, any acquisition of a
material amount of assets or securities, any disposition of a material amount of
assets  or securities or any material change in its capitalization, or any entry
into  a  material  contract  or  any  amendment  or modification of any material
contract or any release or relinquishment of any material contract rights not in
the  ordinary  course  of  business  and consistent with past practice except as
expressly  contemplated  by  this  Agreement;

     (ix)  except as previously approved by EWMS prior to the date hereof and as
listed  in  Section 5.01(i), authorize or commit to make capital expenditures in
excess  of $50,000 for which FAS or MergerSub would be responsible subsequent to
the  Merger;

     (x)  permit  any  insurance  policy  naming  it  or  any  Subsidiary  as  a
beneficiary  or  a  loss payee to be canceled, terminated or materially altered,
except  in the ordinary course of business and consistent with past practice and
following  written  notice  to  EWMS;

     (xi)  maintain  its  books  and  records  or  the  books and records of the
Subsidiaries  in a manner not in the ordinary course of business or inconsistent
with  past  practice;

     (xii)  except  in  the ordinary course of business, enter into any hedging,
option,  derivative  or  other  similar  transaction;

     (xiii)  change any assumption underlying, or method of calculating, any bad
debt,  contingency,  provision  or  other  reserve;

     (xiv)  pay,  discharge  or  satisfy  any claims, liabilities or obligations
(absolute,  accrued, contingent or otherwise), other than the payment, discharge
or  satisfaction  of  liabilities  (including  accounts payable) in the ordinary
course  of business and consistent with past practice, or collect, or accelerate
the  collection  of, any amounts owed (including accounts receivable) other than
the  collection  in  the  ordinary  course  of  business;  or

     (xv)  agree  to  do  any  of  the  foregoing.

     (b)     No  Solicitation.  (b)     No  Solicitation  (i)  FAS  agrees  that
subsequent to the execution date hereof and subject to subsection (ii) below, it
shall  not,  and shall not authorize or permit any of its Subsidiaries or any of
its  or  its  Subsidiaries'  directors,  officers,  employees,  agents  or
representatives  to,  directly  or  indirectly, solicit, initiate, facilitate or
encourage (including by way of furnishing or disclosing information) any merger,
consolidation,  other business combination involving FAS or its Subsidiaries, an
acquisition  primarily relating to all or a substantial portion of the assets or
of  the  capital  stock  of  FAS  or  its Subsidiaries or inquiries or proposals
concerning  or which may reasonably be expected to lead to, any of the foregoing
(an  "FAS  Acquisition  TransactionFAS  Acquisition  Transaction") or negotiate,
explore  or  otherwise  communicate  in any way with any third party (other than
EWMS or its affiliates) with respect to any FAS Acquisition Transaction or enter
into  any  agreement,  arrangement  or  understanding  requiring  it to abandon,
terminate  or  fail  to  consummate  the  Merger  or  any  other  transactions
contemplated  by  this  Agreement.  FAS shall be obligated to immediately advise
EWMS  of  any  inquiries or proposals relating to a FAS Acquisition Transaction.

     (ii)  Notwithstanding  the  foregoing,  in  the  event  that  there  is  an
unsolicited  written  proposal  for  any merger, consolidation or other business
combination  primarily  involving the securities brokerage business or inquiries
or  proposals  concerning which or may reasonably be expected to lead to, any of
the  foregoing  (a  "Broker-Dealer TransactionBroker-Dealer Transaction") from a
bona  fide financially capable third party or member of the National Association
of  Securities  Dealers,  Inc.,  FAS  may furnish non-public information to, and
negotiate  with,  such  third  party  only  if  (A)  FAS shall have provided two
business  days'  written  notice  to EWMS of such proposal and EWMS approves the
proposed  Broker-Dealer  Transaction,  or  (B)  FAS's  Board of Directors, after
having received advice from its investment banker or bankers and outside counsel
to  FAS, shall have determined that failure to take the proposed action, furnish
such  information  or  to  commence negotiations would be inconsistent with such
Board  of  Directors'  fiduciary  duties.

     (c)     FAS and Subsidiary Actions. (c)     FAS and Subsidiary Actions  FAS
shall  not  take  or  omit  to  take,  and  shall not cause or permit any of its
Subsidiaries  to  take or omit to take, any action within its reasonable control
which  would  (i)  cause  a  breach  of  any  representation  or warranty of FAS
contained  in  this  Agreement  such  that  the  Closing conditions set forth in
Section  7.01(a)  would  not  be  satisfied  or  (ii) prevent fulfillment of the
conditions  in  Article  VII.

(d)     Agreement to Vote(d)     Agreement to Vote.  FAS, as the owner of all of
     the shares of MergerSub Common Stock agrees to vote its shares of MergerSub
Common  Stock  in  favor  of  approving  this  Agreement  and  the  transactions
contemplated  hereby  and,  except  as may be required by subsection (b) of this
Section  6.03,  not  to  approve  or  support  any  competing  transaction,

     6.04     COVENANTS  OF  FAS  FOUNDER. 6.04     Covenants of FAS Founder FAS
Founder,  as  a  material  inducement  to  EWMS to enter into this Agreement and
consummate the transactions contemplated hereby, covenants and agree as follows:

     (a)     No  Solicitation.  (a)     No  Solicitation  (i) FAS Founder agrees
that, prior to the Effective Time and subject to subsection (ii) below, he shall
not,  directly  or  indirectly,  solicit,  initiate,  facilitate  or  encourage
(including  by  way  of  furnishing  or  disclosing  information)  any  merger,
consolidation,  other  business  combination  involving  FAS  or  MergerSub,
acquisition  of all or any substantial portion of the assets or capital stock of
FAS  and  MergerSub  taken  as  a whole, or inquiries or proposals concerning or
which  may  reasonably  be  expected  to  lead to, any of the foregoing (an "FAS
Acquisition  TransactionFAS  Acquisition  Transaction") or negotiate, explore or
otherwise  communicate  in  any  way with any third party (other than FAS or its
affiliates)  with  respect  to any FAS Acquisition Transaction or enter into any
agreement,  arrangement  or  understanding requiring it to abandon, terminate or
fail  to  consummate  the  Merger or any other transactions contemplated by this
Agreement.  FAS shall be obligated to immediately advise FAS of any inquiries or
proposals  relating  to  an  FAS  Acquisition  Transaction.

     (ii)  Notwithstanding  the  foregoing,  in  the  event  that  there  is  an
unsolicited  written proposal for a FAS Acquisition Transaction from a bona fide
financially  capable third party, FAS may furnish non-public information to, and
negotiate  with,  such  third  party  only  if  (A)  FAS shall have provided two
business  days'  written  notice  to  FAS of such proposal or (B) FAS's Board of
Directors,  after  having  received advice from its investment banker or bankers
and  outside  counsel  to  FAS,  shall  have determined that failure to take the
proposed  action, furnish such information or to commence negotiations regarding
an  FAS  Acquisition  Transaction  would  be  inconsistent  with  such  Board of
Directors'  fiduciary  duties.

     (b)     Agreement  to  Vote(b)     Agreement to Vote3.  FAS Founder, as the
owner of a majority of the shares of FAS Common Stock, agrees to vote his shares
of  FAS  Common  Stock in favor of approving this Agreement and the transactions
contemplated  hereby  and,  except  as may be required by subsection (a) of this
Section  6.04,  not  to  approve  or  support  any  competing  transaction,

     6.05     COVENANTS  OF  EWMS,  STOCKHOLDER, FAS, MERGERSUB AND FAS FOUNDER.
6.05     Covenants  of  EWMS,  Stockholder, FAS, MergerSub and FAS Founder EWMS,
Stockholder,  FAS,  MergerSub and FAS Founder, as a material inducement to enter
into  this  Agreement  and  consummate  the  transactions  contemplated  hereby,
covenant  and  agree,  each  with  the  other  as  follows:

     (a)     Access to Information. (a)     Access to Information  From the date
of  this  Agreement  until  the  Effective  Time,  FAS  will  give  EWMS and its
authorized  representatives  (including  counsel,  consultants,  accountants,
auditors,  and broker-dealer regulatory counsel and agents) reasonable access in
light  of  the  terms  of  this  Agreement  during  normal business hours to all
facilities,  personnel  and operations and to all books and records of FAS, will
permit  EWMS  to  make  such inspections as it may reasonably require (including
without  limitation  any agreements for the issuance of securities or agreements
with potential registered representatives deemed necessary by it) and will cause
its  officers and counsel to furnish EWMS with such financial and operating data
and other information with respect to the business carried on and proposed to be
carried  on  by  FAS  as  EWMS  may  from  time  to  time  reasonably  request.

     From  the  date  of this Agreement until the Effective Time, EWMS will give
FAS  and  its  authorized  representatives  (including  counsel,  consultants,
accountants,  auditors,  and  broker-dealer  regulatory  counsel  and  agents)
reasonable access in light of the terms of this Agreement during normal business
hours  to  all facilities, personnel and operations and to all books and records
of  EWMS  and  MergerSub,  will  permit  FAS  to make such inspections as it may
reasonably  require  (including  without  limitation  agreements with registered
representatives,  registered  investment  advisors, affinity groups and clearing
firms)  and will cause its officers and counsel and those of its Subsidiaries to
furnish  FAS  with  such financial and operating data and other information with
respect to the businesses and properties of EWMS and its Subsidiaries as FAS may
from  time  to  time  reasonably  request.

     (b)     Registration  Statement  and  Information  Statement.  (b)
Registration  Statement  and Information Statement  FAS and EWMS shall file with
the SEC the Registration Statement in which the Prospectus/Information Statement
shall  be  included.  EWMS and FAS shall use all commercially reasonable efforts
to  have  the  Registration  Statement  declared  effective  by  the SEC and the
Prospectus/Information  Statement cleared by the staff of the SEC as promptly as
practicable.  FAS  shall  also  take  any  action  required  to  be  taken under
applicable  state  blue  sky or securities laws in connection with shares of FAS
Common  Stock  to  be  issued to the holders of EWMS Common Stock.  EWMS and FAS
shall  promptly  furnish  to  each  other  all  information, and take such other
actions  (including without limitation using all commercially reasonable efforts
to  provide  any  required consents of their respective independent auditors and
investment  banking advisors), as may reasonably be requested in connection with
any  action  by  any of them in connection with the actions contemplated by this
Section  6.05.

     (c)     Commercially  Reasonable Efforts; Other Efforts(c)     Commercially
Reasonable Efforts; Other Efforts.  Subject to the terms and conditions provided
in this Agreement, EWMS and FAS shall use all commercially reasonable efforts to
take,  or  cause to be taken, all other actions and do, or cause to be done, all
other  things  necessary,  proper  or  appropriate  under  applicable  laws  and
regulations  to  consummate  and make effective the transactions contemplated by
this Agreement, including, without limitation, (i) the filing of the appropriate
notification  and  request  for  approval of change of control with the NASD and
using  all commercially reasonable efforts to respond as promptly as practicable
to  all  inquiries  received  from  the  NASD  for  additional  information  or
documentation  and  (ii)  the  obtaining  of all necessary third party consents,
approvals  or  waivers  which are required in order to consummate the Merger and
the  other transactions contemplated hereby.  To such party's knowledge Schedule
6  lists  all such material consents, approvals or waivers that must be obtained
by  FAS and EWMS, respectively.  EWMS shall not take any action that would cause
FAS to fail to perform its obligations hereunder.  FAS shall not take any action
that  would  cause  EWMS  to  fail  to  perform  its  obligations  hereunder.

     FAS  shall use all commercially reasonable efforts to cause to be delivered
to  EWMS  a comfort letter of its independent auditors, dated a date within five
days  of  the  effective  date of the Registration Statement, in form reasonably
satisfactory  to  EWMS  and customary in scope and substance for such letters in
connection  with  similar  registration  statements.

     EWMS shall use all commercially reasonable efforts to cause to be delivered
to  FAS  a  comfort letter of its independent auditors, dated a date within five
days  of  the  effective  date of the Registration Statement, in form reasonably
satisfactory  to  FAS  and  customary in scope and substance for such letters in
connection  with  similar  registration  statements.

     (d)     Public  Announcements(d)     Public  Announcements.  Before issuing
any  press  release or otherwise making any public statement with respect to the
Merger,  or any of the other transactions contemplated hereby, EWMS and FAS will
consult with, and obtain the consent of, each other as to its form and substance
and  shall  not  issue  any such press release or make any such public statement
prior to obtaining such consent, except as may be required by law or pursuant to
any order of any court or governmental agency, tribunal or regulatory authority.

     (e)     Notification  of  Certain  Matters(e)     Notification  of  Certain
Matters.  Each  of  FAS  and EWMS shall give prompt notice to the other party of
any  notice  of,  or  other communication relating to, a default or event which,
with  notice  or lapse of time or both, would become a default, received by FAS,
EWMS  or  any  of  their  respective Subsidiaries subsequent to the date of this
Agreement and prior to the Effective Time, which could be reasonably expected to
have  a material adverse effect upon FAS or a material adverse effect upon EWMS.
Each  of  FAS  and  EWMS  shall give prompt notice to the other party of (a) any
notice  or other communication from any third party alleging that the consent of
such  third  party  is  or  may be required in connection with the Merger or any
other  transactions  contemplated  by this Agreement, or (b) any notice or other
communication  from  any  third  party  alleging and act or thing which could be
reasonably  expected  to  have  a material adverse effect upon FAS or a material
adverse  effect  upon  EWMS.

     (f)     Indemnification(f)     Indemnification.  For  a period of six years
FAS shall cause the Surviving Corporation to indemnify, defend and hold harmless
the  present  and  former  directors, officers and key employees of FAS and EWMS
against  all  losses,  claims,  damages,  expenses or liabilities arising out of
actions  or  omissions  or alleged actions or omissions occurring at or prior to
the  Effective  Time,  to  the  same extent and on the same terms and conditions
(including  with respect to advancement of expenses) permitted or required under
applicable  law,  FAS's Certificate of Incorporation and By-laws, and applicable
indemnification  agreements  listed  in  Section  5.03(q)  between  FAS and such
respective  individuals,  all  as  in  effect  at  the  date  hereof.

     (g)     Directors'  and Officers' Liability Insurance(g)     Directors' and
Officers'  Liability  Insurance.  The  Surviving  Corporation  shall  use  its
commercially  reasonable  best  efforts  to  purchase  and  maintained in effect
policies  of directors' and officers' liability insurance with respect to claims
arising  from  facts  or  events  which  occur  after  the  Effective  Time.

     (h)     Expenses(g)     Expenses.  Except  as set forth in Section 9.05 and
Section  2.02,  EWMS,  on  the  one hand, and FAS, on the other hand, shall bear
their  respective  expenses  incurred  in connection with the Merger, including,
without limitation, the preparation, execution and performance of this Agreement
and  the  transactions  contemplated  hereby,  and  all  fees  and  expenses  of
investment  bankers,  finders,  brokers,  agents,  representatives,  counsel and
accountants.  Expenses  incurred  in  printing,  mailing  and  filing (including
without  limitation,  SEC  filing  fees, fees related to any state securities or
"blue  sky"  laws  and  stock  exchange  listing  application  fees),  as to the
Prospectus/Information  Statement  and  Registration  Statement shall be paid by
FAS.

     (i)     Stock  Exchange  Listing(h)     Stock  Exchange Listing.  FAS shall
use all commercially reasonable efforts to have FAS Common Stock to be issued in
connection  with the Merger authorized for quotation on The Nasdaq Stock Market,
Inc.  or  listed  on  the American Stock Exchange subject to notice of issuance.

     (j)     Actions  Regarding  Office and Car Lease Obligations(i)     Actions
Regarding  Office  and  Car Lease Obligations.  Prior to the Effective Time, FAS
agrees  to  use  its reasonable best efforts to cause the outstanding obligation
for  the  lease  covering  the  office  space  at 1800 Second Street, Suite 780,
Sarasota,  Florida,  the  car lease on the 1997 Infiniti Q45 and the car used by
FAS  Founder  to  be restructured, modified or amended, as appropriate, to cause
such  obligations to be assumed by MergerSub prior to the Effective Time, and to
obtain  all  necessary  consents,  approvals, waivers or other agreements by the
holders of such obligations as may be required in order to effect the assignment
to  and  assumption by MergerSub of, and release of Stockholder and FAS Founder,
as  the  case  may  be, from liability with respect to, such indebtedness.  EWMS
agree  to  indemnify and protect from liability Stockholder and FAS Founder from
and  against  any  claim,  cost  or expense with respect to the office lease and
Infiniti  Q45  lease,  as  to  Stockholder  and  car  lease  as  to FAS Founder.

     (k)     Retroactive  Insurance  Coverage(k)     Retroactive  Insurance
Coverage.  Immediately  following  the  execution  hereof, EWMS and FAS will use
their  joint  best  efforts to expeditiously obtain a commitment for retroactive
insurance coverage, which shall be reasonably acceptable to FAS, with respect to
both known liabilities and unreported losses which are related to the securities
business  of  EWMS which may have occurred or may occur at any time prior to the
Effective  Time.

     (l)     Failure  to Take Action(l)     Failure to Take Action.  Neither FAS
nor  EWMS or their respective Subsidiaries will take any action, or fail to take
any  action,  if such action (or failure to act) would reasonably be expected to
cause  the  Merger  to fail to qualify as a reorganization within the meaning of
Section  368(a)  of  the  Code.

     (m)     Exhibits,  Closing  Statements  and  Schedules.  (m)     Exhibits,
Closing  Statements and SchedulesFAS and EWMS agree that as promptly as possible
upon the execution of this Agreement they will negotiate in good faith, finalize
and  attach  all  necessary  exhibits  to  this  Agreement.


                                   ARTICLE VII
   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARTIESARTICLE VII     CONDITIONS
                     PRECEDENT TO OBLIGATIONS OF THE PARTIES

     7.01     CONDITIONS  PRECEDENT  TO  OBLIGATIONS OF EWMS AND STOCKHOLDER7.01
Conditions Precedent to Obligations of EWMS and Stockholder.  All obligations of
EWMS  and Stockholder under this Agreement are subject to the fulfillment, prior
to  or  on  the  Effective  Time,  of  each  of  the  following  conditions:

          (a)     Accuracy  of Representations and Warranties(a)     Accuracy of
Representations  and  Warranties.  The  representations  and warranties by or on
behalf  of  FAS, MergerSub and FAS Founder contained in this Agreement or in any
certificate  or  document  delivered  to  EWMS  or  Stockholder  pursuant to the
provisions  hereof  shall  be  true  in  all  material respects at and as of the
Effective Time as though such representations and warranties were made at and as
of  such  time.

          (b)     Compliance  with  Covenants(b)     Compliance  with Covenants.
FAS  and  FAS  Founder  shall  have  performed  and complied with all covenants,
agreements,  and  conditions  required  by  this  Agreement  to  be performed or
complied  with  by  it  prior  to  or  at  the  Effective  Time.

          (c)     Form of New Certificates(c)     Form of New Certificates.  The
New Certificates delivered to Stockholder and the other shareholders of EWMS and
their  respective  counsel shall conform in all material respects to the form of
such  New  Certificates  attached  as  Exhibit  "B".

          (d)     Audited  Financial  Statements(d)     Audited  Financial
Statements.  FAS  shall  have  delivered to EWMS audited financial statements of
FAS  showing  consolidated  stockholders'  equity  of  not  less than $5 million
including  not  less  than  $500,000 cash.  It is the intention of post - Merger
management  to  allocate $1 million from corporate capital to the Affinity Group
Marketing  Division  and  $500,000  to  registered  representative  development.

          (e)     Approval  by  Counsel(e)     Approval  by  Counsel.  FAS  and
MergerSub shall have delivered all of the exhibits and schedules required herein
to  EWMS  or  Stockholder,  as  the case may be, and such exhibits and schedules
shall  have  been  reasonably  acceptable  to  EWMS,  Stockholder,  the  other
shareholders  of  EWMS  and  their  respective  counsel.

          (f)     Opinion  of  Counsel(f)     Opinion  of  Counsel.  FAS  and
MergerSub  shall  have delivered to EWMS an opinion of FAS's counsel in the form
of  Exhibit  "E",  dated  the  Effective  Time,  to  the  effect  that:

          (i)  FAS is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and MergerSub is a corporation
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of  Delaware;

          (ii)  FAS  and  MergerSub  have  the corporate power to carry on their
respective  businesses  as  now  being  conducted;

          (iii)  This Agreement has been duly authorized, executed and delivered
by FAS and MergerSub and is a valid and binding obligation of FAS and MergerSub,
enforceable  in accordance with its terms, except to the extent that enforcement
is  limited by applicable bankruptcy, reorganization, insolvency, moratorium, or
similar  laws  affecting  creditors' rights and remedies generally or by general
equity  principles  (and  excepting  specific  performance  as  a  remedy);

          (iv)  FAS  and MergerSub have taken all corporate action necessary for
their  due  performance  under  this  Agreement;

          (v)  The execution and delivery by FAS and MergerSub of this Agreement
and  the  consummation of the transactions contemplated hereby will not conflict
with  or  result in a breach of any provisions of, FAS's Restated Certificate of
Incorporation  or  By-Laws,  MergerSub's Certificate of Incorporation or By-Laws
or,  to  the  best  of  such  counsel's  knowledge  after inquiry and based upon
information  provided  by  FAS and MergerSub, constitute a default under or give
rise  to  a  right  of  termination,  acceleration,  or  cancellation  under any
agreement  under  which FAS or MergerSub or any of their properties are bound or
violate  any  court  order,  writ  or  decree of injunction applicable to FAS or
MergerSub;

          (vi)  Such counsel does not know, after inquiry, of any actions, suits
or  other  legal  proceedings or investigations pending or threatened against or
relating  to,  materially  adversely  affecting  FAS  or  MergerSub;

          (vii)  The  authorized  and,  to  such  counsel's best knowledge after
inquiry,  outstanding  capitalization of FAS is as set forth in Section 5.03(j),
all  of  the  outstanding  shares  of  FAS's  capital  stock are validly issued,
fully-paid  and  non-assessable,  without  preemptive rights, and to the best of
counsel's  knowledge  after  inquiry,  there  are  no outstanding subscriptions,
options,  rights,  warrants  or  other  transfer  agreements  (whether  oral  or
written),  other  than  as  set  forth  in  Section  5.03(j)  of this Agreement.

     (g)     Officer's  Certificate(g)     Officer's  Certificate.  There  shall
have  been  delivered  to  EWMS  an  officer's  certificate,  signed  by Jack A.
Alexander,  President  of  FAS  and  MergerSub,  to  the  effect that all of the
representations  and  warranties  of FAS and MergerSub set forth herein are true
and complete in all material respects as of the Effective Time, and that FAS and
MergerSub have complied in all material respects with their respective covenants
and agreements set forth herein required to be complied with by the Closing Time
substantially  in  the  form  of  Exhibit  "I-1"  hereto.

     (h)     Closing  Financial  Statements(h)     Closing Financial Statements.
There  shall  have  been  delivered  to EWMS unaudited financial statements (the
"Closing Statements"Closing Statements) dated no earlier than five days prior to
the  Effective Time.  The Closing Statements shall fairly and accurately reflect
the  consolidated  financial  condition  of  FAS  and  MergerSub as of the dates
thereof and the results of operations for the period reflected therein and shall
reflect  no  material  adverse  change  in the financial condition or results of
operations  from  the  Statements.  The  Closing Statements shall be prepared in
accordance with generally accepting accounting principles, consistently applied,
except  as  otherwise  stated  therein.

          (i)     Lock-up  Agreements.(i)     Lock-up  Agreements.  EWMS  shall
have  received  Lock-up Agreements from the record owners of all the outstanding
shares  of capital stock, warrants or options described in Schedule 17 or rights
to  acquire  capital  stock  or  other  securities  described  in  Schedule  15
substantially  in  the  form  of  Exhibit  "G  -  1."

     (j)     Additional Registered Representatives.(j)     Additional Registered
Representatives

     (i)  EWMS  shall  have  received  prior  to  the  Effective  Time, executed
documents  customarily  used by EWMS in its Independent Contracting package with
not  less  than  25  registered  representatives referred by FAS Founder, Leland
Dykes  or  other  associates of FAS Founder and who are reasonably acceptable to
EWMS.

     (ii)  The  persons  executing the Independent Contracting package described
in  subparagraph  (i)  of this subsection (j) of this Section 7.01 shall each be
covered  by an override agreement substantially in the form of Exhibit H-1 which
provides 10% of gross commissions be retained by EWMS prior to the Closing and a
negotiated  amount  thereafter.

     7.02     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  FAS  AND MERGERSUB7.02
Conditions  Precedent  to  Obligations of FAS and MergerSub.  All obligations of
FAS  and MergerSub under this Agreement are subject to the fulfillment, prior to
or  on  the  Effective  Time,  of  each  of  the  following  conditions:

          (a)     Accuracy  of Representations and Warranties(a)     Accuracy of
Representations  and Warranties.  The representations and warranties by EWMS and
Stockholder  contained  in  this  Agreement  or  in  any certificate or document
delivered to FAS or MergerSub pursuant to the provisions hereof shall be true in
all  material  respects  at  and  as  of  the  Effective  Time  as  though  such
representations  and  warranties  were  made  at  and  as  of  such  time.

          (b)     Compliance  with  Covenants(b)     Compliance  with Covenants.
EWMS  and  Stockholder  shall  have  performed  and complied with all covenants,
agreements,  and  conditions  required  by  this  Agreement  to  be performed or
complied  with  by  each  of  them  prior  to  or  at  the  Effective  Time;

          (c)     Lock Up Agreements(c)     Lock Up Agreements.  The Stockholder
and  other  stockholders  of EWMS named in the respective agreements, shall have
delivered  to  FAS  duly  executed  Lock  Up  Agreements in the form attached as
Exhibit  "G  -  1"  and  Exhibit  "G  -  2"  respectively.

          (d)     Approval  by  Counsel(d)     Approval  by Counsel.  EWMS shall
have  delivered  all  of  the  exhibits  and schedules required herein to FAS or
MergerSub,  as  the case may be, and such exhibits and schedules shall have been
reasonably  acceptable  to  FAS,  MergerSub  and  their  counsel.

          (e)     Opinion of Counsel(e)     Opinion of Counsel.  EWMS shall have
delivered  to MergerSub an opinion of EWMS's counsel, in the form of Exhibit "F"
hereto,  dated  the  Effective  Time,  to  the  effect  that:

          (i) EWMS is a corporation duly organized, validly existing and in good
standing  under  the  laws  of  the State of Florida and is duly qualified to do
business  in  any  jurisdiction  where  so  required;

          (ii)  EWMS  has  the  corporate  power to carry on its business as now
being  conducted;

          (iii)  This Agreement has been duly authorized, executed and delivered
by  EWMS  and  Stockholder  and  is  a  valid and binding obligation of EWMS and
Stockholder  enforceable in accordance with its terms, except to the extent that
enforcement  is  limited  by  applicable bankruptcy, reorganization, moratorium,
insolvency or similar laws affecting creditors' rights and remedies generally or
by  general  equity principles (and excluding specific performance as a remedy),
including  limitations  on  enforcement  by  reason of fraudulent conveyance and
corporate  and  other  laws  restricting  indemnification  by  corporations,
shareholders  of  a  corporation,  or  its  affiliates;

          (iv)  Except as referred to herein, such counsel knows, after inquiry,
of  no  actions,  suit  or  other legal proceedings or investigations pending or
threatened  against  or  relating  to or materially adversely affecting EWMS its
properties  or  business;

          (v)  The  execution  and  delivery  by  EWMS of this Agreement and the
consummation  of  the transactions contemplated hereby will not conflict with or
result  in  a breach of any provisions of EWMS's Certificate of Incorporation or
By-Laws  or,  to  the best of such counsel's knowledge, after inquiry, and based
upon  information  provided by EWMS and its officers and directors, constitute a
default  under  or  give  rise  to  a  right  of  termination,  acceleration, or
cancellation  under  any  agreement under which EWMS or any of is properties are
bound,  or  violate  any court order, writ or decree of injunction applicable to
EWMS;  and

          (vi)  The authorized capitalization of EWMS is as set forth in Section
5.01(o),  all  of  the  outstanding  shares of capital stock of EWMS are validly
issued,  fully-paid  and  non-assessable,  without preemptive rights, and to the
best  of  counsel's  knowledge,  after  inquiry,  there  are  no  outstanding
subscriptions,  options,  rights, warrants or other transfer agreements (whether
oral  or  written) obligating EWMS to issue or transfer from treasury any of its
securities  except as set forth in Section 5.01(o) of this Agreement.  When duly
transferred  to  FAS as provided herein, to the best of such counsel's knowledge
after  inquiry,  FAS  will own all of the issued and outstanding common stock of
EWMS.

     (f)     Officers'  Certificate(f)     Officers'  Certificate.  There  shall
have  been  delivered  to  FAS  a certificate executed by Guy S. Della Penna, on
behalf  of EWMS, to the effect that all of the representations and warranties of
EWMS  set  forth herein are true and complete in all material respects as of the
Effective  Time,  and that EWMS has complied in all material respects with their
respective  covenants  and  agreements set forth therein required to be complied
with  by  the  Closing  Time  substantially in the form of Exhibit "I-2" hereto.

     (g)     Closing  Financial  Statements(g)     Closing Financial Statements.
There  shall  have  been  delivered  to  FAS  and  MergerSub unaudited financial
statements  (the  "Closing  Financial  Statements"Closing  Financial Statements)
dated  no  earlier  than  five  days  prior  to the Effective Time.  The Closing
Financial  Statements  shall  fairly  and  accurately  reflect  the consolidated
financial  condition  of  EWMS  as  of  the  dates  thereof  and  the results of
operations  for  the  period  reflected  therein  and  shall reflect no material
adverse  change  in  the  financial  condition or results of operations from the
Financial  Statements.  The  Closing  Statements shall be prepared in accordance
with  generally accepting accounting principles, consistently applied, except as
otherwise  stated  therein.

     7.03     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF EWMS, STOCKHOLDER, FAS,
MERGERSUB  AND  FAS FOUNDER7.03     Conditions Precedent to Obligations of EWMS,
Stockholder, FAS, MergerSub and FAS Founder.  The respective obligations of each
party  to  effect  the Merger shall be subject to the fulfillment at or prior to
the  Closing  of  each  of  the  following  conditions:

     (a)     Registration  Statement(a)     Registration  Statement.  The
Registration  Statement  shall  have  become  effective  in  accordance with the
provisions of the Securities Act.  No stop order suspending the effectiveness of
the  Registration  Statement  shall  have  been  issued by the SEC and remain in
effect.  All  necessary  state  securities  or  blue-sky  authorizations for the
Merger  shall  have  been  received.

     (b)     EWMS  Stockholder  Approval.(b)     EWMS  Stockholder Approval  The
approval  of  the  Merger,  including  the  execution  and  performance  of this
Agreement  and all of the transactions contemplated hereby, by a majority of the
outstanding  shares  of  EWMS  Common  Stock  shall  have  been  obtained.

     (c)     Listing.(c)     Listing  FAS  Common  Stock  issuable in the Merger
shall  have  been  authorized  for  quotation  on The Nasdaq Stock Market, Inc.,
SmallCap  or listed on the American Stock Exchange subject to official notice of
issuance.

     (d)     Certain  Proceedings.(d)     Certain  Proceedings  No  writ, order,
decree or injunction of a court of competent jurisdiction or governmental entity
shall  have  been entered against EWMS or FAS which, and no proceedings therefor
shall  have  been  threatened or commenced by any governmental entity which seek
to,  prohibit  or  restrict  the  consummation  of the Merger or would otherwise
restrict FAS's or the Surviving Corporation's exercise of full rights to own and
operate  the  securities  brokerage  business  of  EWMS.

     (e)     Opinions(e)     Opinions.  FAS  and  EWMS  shall  have received the
opinions  of  Sonfield & Sonfield, reasonably acceptable to FAS and EWMS, to the
effect  that:

     (i)  the  Merger  will  qualify  as  a reorganization within the meaning of
Section  368(a)  of  the  Code;

     (ii)  no  gain or loss will be recognized by EWMS or FAS as a result of the
Merger;  and

     (iii)  no  gain  or loss will be recognized by EWMS's stockholders upon the
receipt  of  FAS  Common  Stock  solely  in  exchange  for  EWMS Common Stock in
connection  with  the  Merger (except with respect to cash received in lieu of a
fractional  interest  in  EWMS  Common  Stock).

     (f)     Stockholder  Agreement(f)     Stockholder  Agreement.  EWMS  shall
have  delivered  to  FAS  and  FAS shall have delivered to EWMS the shareholders
agreement  between Jack A. Alexander and Guy S. Della Penna substantially in the
form  of  Exhibit  "H-2"  hereto.

     7.04     POST  MERGER INCENTIVE STOCK OPTIONS7.04     Post Merger Incentive
Stock  Options.  Immediately  after  the  Closing,  the Board of Directors shall
authorize  the  issuance of 250,000 Incentive Stock Options each to Guy S. Della
Penna  and Jack A. Alexander respectively and 155,000 Incentive Stock Options to
Robert H. DeVore.  The options shall vest and be exercisable immediately subject
to the Lock-up Agreement referred to in Section 7.01(i) and 7.02(c) at $0.60 per
share.


                                  ARTICLE VIII
                        CLOSING ARTICLE VIII     CLOSING

     8.01     TIME  AND PLACE8.01     Time and Place.  Subject to the provisions
of  Articles  VII  and  IX, the closing of the Merger (the "Closing") shall take
place at the offices of Sonfield & Sonfield, Houston, Texas, or such other place
as the parties may agree upon, as soon as practicable but in no event later than
9:30  A.M.,  local time, on the second business day after the date on which each
of  the conditions set forth in Article VII have been satisfied or waived by the
party  or  parties  entitled to the benefit of such conditions; or at such other
place,  at  such  other time, or on such other date as EWMS and FAS may mutually
agree.  The  date  on which the Closing actually occurs is herein referred to as
the  "Closing  Date."

     8.04     DOCUMENTS  AT  CLOSING8.04     Documents  at  Closing.  At  the
Closing,  the following transactions shall occur, all of such transactions being
deemed  to  occur  simultaneously:

          (a)     Documents  by  EWMS(a)  Documents by EWMS.  EWMS will deliver,
or  cause  to  be  delivered,  to  FAS  the  following:

          (i)  stock  certificates  for the shares of common stock of EWMS being
exchanged  hereunder,  duly  endorsed or with stock powers attached in blank but
subject  to  a  customary  restrictive  stock  legend.

          (ii)  all  corporate  records  of  EWMS, including without limitation,
corporate  minute  books  (which  shall  contain  copies  of  the Certificate of
Incorporation  and  By-Laws, as amended to the Closing Time), stock books, stock
transfer  books,  corporate seals, and such other corporate books and records as
may  reasonably  be  requested  by  FAS  and  its  counsel;

          (iii)  a  certificate  of  Guy S. Della Penna on behalf of EWMS to the
effect that all representations and warranties made by EWMS under this Agreement
are true and correct as of the Effective Time, as though originally given to FAS
and  MergerSub  on  said  date  attaching  thereto  the  following;

                    (A)     Certified  copy  of  resolutions of EWMS authorizing
this  Agreement;

                    (B)     Certificate  of  Incorporation of EWMS as amended to
the  Closing  Time;

                    (C)     By-Laws  of  EWMS  as  amended  to the Closing Time;

                    (D)     a Certificate from the Secretary of State of Florida
dated  at  or  about the date of Closing that EWMS is in good standing under the
laws  of  said  state;

               (iv)  the  opinions  of  EWMS's  counsel  set  forth  herein; and

          (v)  such  other  instruments,  documents and certificates, if any, as
are  required  to  be  delivered pursuant to the provisions of this Agreement or
which  may  be  reasonably  requested  in  furtherance of the provisions of this
Agreement.

          (b)     Documents  by  FAS(b)  Documents  by FAS.  FAS will deliver or
cause  to  be  delivered  to  EWMS:

          (i)  the  New  Certificates,  in  the  form  of  Exhibit  "B"  hereto,
representing  the  shares  of  FAS  Common Stock which FAS has agreed to deliver
pursuant  to  Section  2.01(a);

          (ii)  a  certificate  of  Jack  A.  Alexander,  on  behalf  of FAS and
MergerSub,  to  the  effect  that  all representations and warranties of FAS and
MergerSub  made  under  this  Agreement are reaffirmed at the Effective Time, as
though  originally  given to Stockholder and EWMS on said date attaching thereto
the  following:

                    (A)     Certified  copy  of resolutions of FAS and MergerSub
authorizing  this  Agreement;

                    (B)     Certificate  of  Incorporation  of FAS as amended to
the  Closing  Time;

                    (C)     By-Laws  of  FAS  as  amended  to  the Closing Time;

                    (D)     a  Certificate  from  the  Secretary  of  State  of
Delaware  dated  at  or  about  the date of Closing that FAS is in good standing
under  the  laws  of  said  state;

                    (E)     Certificate of Incorporation of MergerSub as amended
to  the  Closing  Time;  and

                    (F)     By-Laws of MergerSub as amended to the Closing Time.

          (iii)  the opinions of FAS's and MergerSub's counsel set forth herein;
and

          (iv)  audited  financial  statements  of  FAS  showing  consolidated
stockholders'  equity  of  not  less  than  $5  million  including not less than
$500,000  cash;  and

          (v)  such  other instruments and documents, if any, as are required to
be  delivered  pursuant  to  the  provisions  of this Agreement, or which may be
reasonably  requested  in  furtherance  of  the  provisions  of  this Agreement.

     8.05     FILINGS AT THE CLOSING8.05     Filings at the Closing.  Subject to
the  provisions  of  Articles VII and IX hereof, FAS, and EWMS shall cause to be
executed  at  the  Closing  the  Certificates  of  Merger  and  shall  cause the
Certificates  of  Merger to be filed and recorded with the Secretary of State of
the State of Delaware as provided in Section 251 of the General Corporation Laws
of  Delaware  and  the Secretary of State of the State of Florida as provided in
Section 607.1105 of the Florida Business Corporation Act, and shall take any and
all  other  lawful  actions  and do any and all other lawful things necessary to
cause  the  Merger  to  become  effective.


                                   ARTICLE IX
     TERMINATION AND ABANDONMENT ARTICLE IX     TERMINATION AND ABANDONMENT

     9.01     TERMINATION.  9.01     Termination  This  Agreement  may  be
terminated and the Merger may be abandoned any time prior to the Effective Time,
whether  before  or  after  approval  by  the  stockholders  of  FAS  or  EWMS:

     (a)     Mutual  Consent(a)     Mutual Consent.  The Merger may be abandoned
any  time  prior  to  the  Effective  Time  by  mutual  consent of the Boards of
Directors  of  EWMS  and  FAS;

     (b)     Failure to Consummate(b)     Failure to Consummate.  The Merger may
be  abandoned  any  time  prior  to the Effective Time by either EWMS or FAS if,
without  fault  of  such  terminating  party,  the  Merger  shall  not have been
consummated  on  or  before  June 30, 1998, which date may be extended by mutual
consent  of  the parties hereto; provided, that if the only conditions remaining
to  be  satisfied  on June 30, 1998 are the conditions expressed in Section 7.03
and if any of such conditions shall not be waived by the party for whose benefit
the  condition  is  expressed,  then  the  date  on which either EWMS or FAS may
terminate  this  Agreement  for  failure  of  the  Merger  to  be consummated in
accordance  with  this Agreement shall be extended to and including December 31,
1998;

     (c)     Order  of Judicial or Regulatory Authority(c)     Order of Judicial
or  Regulatory  Authority.  The  Merger  may  be abandoned any time prior to the
Effective  Time by either EWMS or FAS, if any court of competent jurisdiction in
the United States or other governmental body in the United States, other than at
the  request of the parties, or any affiliate thereof, seeking to terminate this
Agreement  pursuant to this clause (c), shall have issued an order (other than a
temporary  restraining  order),  decree  or  ruling  or  taken  any other action
restraining,  enjoining  or  otherwise  prohibiting  the Merger, and such order,
decree,  ruling  or  other  action shall have become final and nonappealable; or

     (d)     Exercise  of  Dissenter's  Rights(d)     Exercise  of  Dissenter's
Rights.  The  Merger  may  be  abandoned any time prior to the Effective Time by
either EWMS or FAS, if either of their respective Boards of Directors determines
that  in light of the potential liability that might result from the exercise of
dissenters'  rights  under  Section 607.1302 of the Florida Business Corporation
Act, the Merger would be impracticable, undesirable or not in the best interests
of  the  their  respective  shareholders.

     9.02     TERMINATION  BY EWMS. 9.02     Termination by EWMS  This Agreement
may  be  terminated  and  the  Merger may be abandoned by action of the Board of
Directors  of EWMS, at any time prior to the Effective Time, before or after the
approval  by the stockholders of EWMS, if (a) FAS shall have failed to comply in
any  material  respect  with  any  of  the  covenants or agreements contained in
Articles  V and VII of this Agreement to be complied with or performed by FAS at
or  prior  to such date of termination, (b) there exists a breach or breaches of
any  representation or warranty of FAS contained in this Agreement or any of the
Closing  conditions  set  forth  in  Section  7.01  are not satisfied; provided,
however, that if such breach or breaches are capable of being cured prior to the
Effective  Time, such breaches shall not have been cured within 15 calendar days
of  delivery  to FAS of written notice of such breach or breaches, (c) FAS shall
have furnished or disclosed non-public information to, or commenced negotiations
with,  a  third  party  with  respect  to  a  FAS Acquisition Transaction or FAS
Business Combination Transaction (as hereinafter defined) or shall have resolved
to  do  either  of the foregoing and publicly disclosed such resolution, (d) the
Board  of Directors of FAS shall have withdrawn, changed, modified in any manner
or  taken  action  inconsistent  with  its recommendation of this Agreement, the
Merger  or  the  other transactions contemplated hereby or thereby or shall have
resolved  to  do any of the foregoing and publicly disclosed such resolution; or
(e)  a  definitive agreement with respect to a Broker-Dealer Transaction or EWMS
Business  Combination  Transaction  (as  hereinafter  defined)  shall  have been
negotiated  and EWMS's Board of Directors, after having received advice from its
investment  banker or bankers and outside counsel to EWMS, shall have determined
in  good  faith  that  failure to terminate this Agreement would be inconsistent
with  the  Board's  fiduciary duties; provided, however, that two business days'
prior  written  notice  shall have been given to FAS (which notice shall include
the  material  terms  and  conditions,  and  financing  arrangements of, and the
identity  of  the  third  party proposing, the Broker-Dealer Transaction or EWMS
Business Combination Transaction); (f) the Board of Directors of EWMS determines
that  in  light  of  the potential liability of Executive that might result from
EWMS's  shareholder(s)  exercising  their dissenter's rights with respect to the
Merger,  the  Merger  would  be  impractical,  undesireable  or  not in the best
interest  of  EWMS  shareholders.

     9.03     TERMINATION BY FAS9.03     Termination by FAS.  This Agreement may
be terminated and the Merger may be abandoned at any time prior to the Effective
Time,  before or after the approval by the stockholders of FAS, by action of the
Board  of  the  Directors of FAS, if (a) EWMS shall have failed to comply in any
material respect with any of the covenants or agreements contained in Articles V
and  VII  of this Agreement to be complied with or performed by EWMS at or prior
to  such  date  of  termination,  (b)  there  exists a breach or breaches of any
representation  or  warranty  of  EWMS contained in this Agreement such that the
Closing  conditions  set forth in Section 7.02 would not be satisfied; provided,
however, that if such breach or breaches are capable of being cured prior to the
Effective  Time, such breaches shall not have been cured within 15 calendar days
of delivery to EWMS of written notice of such breach or breaches, (c) EWMS shall
have furnished or disclosed non-public information to, or commenced negotiations
with,  a  third  party  with  respect  to a EWMS Acquisition Transaction or EWMS
Business  Combination  Transaction  or  shall  have resolved to do either of the
foregoing  and publicly disclosed such resolution, (d) the Board of Directors of
EWMS  shall  have  withdrawn,  changed,  modified  in any manner or taken action
inconsistent  with  its recommendation of this Agreement and the Merger or shall
have resolved to do any of the foregoing and publicly disclosed such resolution,
or  (e)  a definitive agreement with respect to a Broker-Dealer Transaction or a
FAS  Business  Combination  Transaction (as hereinafter defined) shall have been
negotiated  and  FAS's Board of Directors, after having received advice from its
investment  banker  or bankers and outside counsel to FAS, shall have determined
in  good  faith  that  failure to terminate this Agreement would be inconsistent
with  the  Board's  fiduciary duties; provided, however, that two business days'
prior  written  notice shall have been given to EWMS (which notice shall include
the  material  terms  and  conditions,  and  financing  arrangements of, and the
identity  of  the  third  party  proposing, the Broker-Dealer Transaction or FAS
Business  Combination  Transaction).

     9.04     PROCEDURE  FOR  TERMINATION9.04     Procedure for Termination.  In
the  event  of termination and abandonment of the Merger by EWMS or FAS pursuant
to  this  Article  IX,  written  notice  thereof shall forthwith be given to the
other.

     9.05     EFFECT  OF  TERMINATION  AND  ABANDONMENT9.05     Effect  of
Termination  and Abandonment.  In the event of termination of this Agreement and
abandonment  of  the Merger pursuant to this Article IX, no party hereto (or any
of  its directors or officers) shall have any liability or further obligation to
any  other  party  to this Agreement, except as provided in Section 6.05(g), and
except that nothing herein shall relieve any party from liability for any breach
of  this  Agreement.


                                    ARTICLE X
               DISPUTE RESOLUTION ARTICLE X     DISPUTE RESOLUTION

     10.1     AGREEMENT  DISPUTES. 10.1     Agreement Disputes In the event of a
controversy, dispute or claim arising out of, in connection with, or in relation
to  the  interpretation, performance, nonperformance, validity or breach of this
Agreement  or otherwise arising out of, or in any way related to this Agreement,
including,  without  limitation,  any  claim based on contract, tort, statute or
constitution  (singly,  an  "Agreement  Dispute"  and  collectively,  "Agreement
Disputes"),  the party asserting the Agreement Dispute shall give written notice
to  the  other  party  of  the  existence  and nature of such Agreement Dispute.
Thereafter,  the  general  counsels (or other designated representatives) of the
respective  parties  shall  negotiate in good faith for a period no less than 60
days  after  the  date  of  the  notice  in  an attempt to settle such Agreement
Dispute.  If  after  such 60 calendar day period such representatives are unable
to  settle  such Agreement Dispute, any party hereto may commence arbitration by
giving  written  notice  to all other party that such Agreement Dispute has been
referred  to  the American Arbitration Association for arbitration in accordance
with  the  provisions  of  this  Article.

     10.2     ARBITRATION  IN  ACCORDANCE  WITH AMERICAN ARBITRATION ASSOCIATION
RULES.  10.2     Arbitration in Accordance with American Arbitration Association
Rules  All  Agreement  Disputes shall be settled by arbitration in New York, New
York,  before  a  single arbitrator in accordance with the rules of the American
Arbitration  Association (the "Rules").  The arbitrator shall be selected by the
mutual  agreement of all parties, but if they do not so agree within twenty (20)
days  after  the  date  of  the  notice  of  arbitration  referred to above, the
selection  shall  be  made  pursuant to the Rules from the panels of arbitrators
maintained  by  the American Arbitration Association. The arbitrator shall be an
individual  with substantial professional experience with regard to resolving or
settling  sophisticated  commercial  disputes.

     10.3     FINAL  AND  BINDING  AWARDS.10.3     Final and Binding Awards  Any
award  rendered  by  the  arbitrator  shall  be  conclusive and binding upon the
parties hereto; provided, however, that any such award shall be accompanied by a
written  opinion  of  the  arbitrator  giving  the  reasons  for the award. This
provision  for  arbitration shall be specifically enforceable by the parties and
the  decision  of  the  arbitrator  in  accordance  therewith shall be final and
binding,  and  there shall be no right of appeal therefrom. The parties agree to
comply  with  any award made in any such arbitration proceedings that has become
final  in accordance with the Rules, and agree to the entry of a judgment in any
jurisdiction  upon  any  award rendered in such proceedings becoming final under
the  Rules.

     10.4     COSTS  OF ARBITRATION.  10.4     Costs of Arbitration In the award
the  arbitrator  shall  allocate, in his or her discretion, among the parties to
the arbitration all costs of the arbitration, including, without limitation, the
fees  and  expenses  of the arbitrator and reasonable attorneys' fees, costs and
expert  witness  expenses  of  the  parties.  Absent  such  an allocation by the
arbitrator,  each  party  shall  pay  its  own  expenses of arbitration, and the
expenses  of  the  arbitrator  shall  be  equally  shared.

     10.5     SETTLEMENT  BY  MUTUAL  AGREEMENT.  10.5     Settlement  by Mutual
Agreement  Nothing  contained  in  this  Article  shall prevent the parties from
settling  any  Agreement  Dispute  by  mutual  agreement  at  any  time.


                                   ARTICLE XI
                    OTHER MATTERSARTICLE XI     OTHER MATTERS

     11.01     THE  CLOSING11.01     The  Closing.  The  Closing  (the
"ClosingClosing")  shall take place upon such date (the "Effective Time") as the
parties  hereto  may mutually agree upon, but shall be no later than December 1,
1998.  The Closing shall take place at such place as may be mutually agreed upon
by  the  parties.

     11.02     SURVIVABILITY  AND  INVESTIGATIONS11.02     Survivability  and
Investigations.  The  respective  representations and warranties of EWMS and FAS
contained herein or in any certificates or other documents delivered prior to or
at  the  Closing  shall  not  be  deemed  waived  or  otherwise  affected by any
investigation  made  by  any  party  hereto  and  shall not survive the Closing.

     11.03     NATURE  OF  REPRESENTATIONS  AND  WARRANTIES11.03     Nature  of
Representations  and  Warranties.  All  of  the parties hereto are executing and
carrying  out  the  provisions  of  this  Agreement  in  reliance  on  the
representations,  warranties,  covenants  and  agreements  contained  in  this
Agreement  or  at  the  Closing of the transactions herein provided for, and any
investigation  which  they  might  have  made  or  any  other  representations,
warranties,  agreements  promises  or  information, written or oral, made by the
other  party  or  any other person shall not be deemed a waiver of any breach of
any  such  representation,  warranty,  covenant  or  agreement.

     11.05     FURTHER ASSURANCES11.05     Further Assurances.  At any time, and
from  time  to  time, after the Closing, each party will execute such additional
instruments  and  take  such  action as may be reasonably requested by the other
party  to  confirm  or  perfect  title  to any property transferred hereunder or
otherwise  to  carry  out  the  intent  and  purposes  of  this  Agreement.

     11.06     WAIVER  OF  COMPLIANCE AND CONSENTS11.06     Waiver of Compliance
and  Consents.  Any failure of EWMS, on the one hand, or FAS, on the other hand,
to  comply  with  any obligation, covenant, agreement or condition herein may be
waived  by FAS or EWMS, respectively, only by a written instrument signed by the
party  granting  such  waiver,  but such waiver or failure to insist upon strict
compliance  with  such  obligation,  covenant,  agreement or condition shall not
operate  as  a  waiver  of, or estoppel with respect to, any subsequent or other
failure.  Whenever this Agreement requires or permits consent by or on behalf of
any  party hereto, such consent shall be given in writing in a manner consistent
with  the  requirements  for a waiver of compliance as set forth in this Section
11.06.

     11.07     NOTICES11.07     Notices.  All  notices  and other communications
hereunder  shall  be  in  writing  and  shall  be  deemed  to have been given if
delivered in person or sent by prepaid first class registered or certified mail,
return  receipt requested to the following addresses, or such other addresses as
are  given  to  other  parties  in  the  manner  set  forth  herein:

     FAS  and  MergerSub:     FAS  Group,  Inc.
          14358  Golden  Sunset  Lane
          Poway,  California  92064
          Attn:  Jack  A.  Alexander,  President

     FAS  Founder:     Jack  A.  Alexander
          14358  Golden  Sunset  Lane
          Poway,  California  92064

     With  a  copy  to:     Sonfield  &  Sonfield
          770  South  Post  Oak  Lane
          Houston,  Texas  77056
          Attn:  Robert  L.  Sonfield,  Jr.,  Esq.

     EWMS:     Executive  Wealth  Management  Services,  Inc.
          SouthTrust  Bank  Plaza
          1800  Second  Street,  Suite  780
          Sarasota,  Florida  34236
          Attn:  Guy  S.  Della  Penna,  President

     Stockholder:     Guy  S.  Della  Penna
          SouthTrust  Bank  Plaza
          1800  Second  Street,  Suite  780
          Sarasota,  Florida  34236

     With  a  copy  to:     Michael  Hric,  P.A.
          2801  Fruitville  Road,  Suite  100
          Sarasota,  Florida  34237
          Attn:  Michael  Hric,  Esq.

     11.08     INTERPRETATION11.08     Interpretation.  The  article and section
headings  contained  in  this Agreement are solely for the purpose of reference,
are not part of the agreement of the parties and shall not in any way affect the
meaning or interpretation of this Agreement.  As used in this Agreement, (i) the
term "personPerson" shall mean and include an individual, a partnership, a joint
venture,  a  corporation,  a trust, an association, a company, an unincorporated
organization,  a  government  or any department, political subdivision or agency
thereof;  and  (ii) the term "SubsidiarySubsidiary" of any specified corporation
shall  mean  any  corporation  of which a majority of the outstanding securities
having  ordinary  voting  power to elect a majority of the board of directors is
directly  or  indirectly beneficially owned by such specified corporation or any
other person of which a majority of the equity interests therein is, directly or
indirectly,  owned  by  such  specified  corporation.

     11.09     COUNTERPARTS11.09     Counterparts.  This  Agreement  may  be
executed  simultaneously  in  two  or  more counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.

     11.10     GOVERNING  LAW11.10     Governing  Law.  This  Agreement shall be
governed  by  the  laws  of  the  State  of  Delaware.

     11.11     BINDING  EFFECT11.11     Binding Effect.  This Agreement shall be
binding  upon  the parties hereto and inure to the benefit of the parties, their
respective  heirs,  administrators,  executors,  successors  and  assigns.

     11.12     ENTIRE  AGREEMENT11.12     Entire  Agreement.  This  Agreement is
the  entire  agreement  of  the  parties  covering  everything  agreed  upon  or
understood  in  the  transaction.  There  are  no  oral  promises,  conditions,
representations,  understandings,  interpretations  or  terms  of  any  kind  as
conditions  or  inducements  to  the  execution  hereof.

     11.13     TIME11.13     Time.  Time  is  of  the  essence.

     11.14     SEVERABILITY11.14     Severability.  If  any  part  of  this
Agreement  is  determined  by  a  court  of  competent  jurisdiction  to  be
unenforceable,  the  balance  of  the  Agreement  shall remain in full force and
effect.

     11.15     DEFAULT  COSTS11.15     Default  Costs.  In  the  event any party
hereto  has  to  resort to legal action to enforce any of the terms hereof, such
party  shall  be  entitled  to  collect attorneys' fees and other costs from the
party  in  default.


<PAGE>
     IN  WITNESS  WHEREOF,  the parties have executed this Agreement the day and
year  first  above  written.


Attest:     FAS  Group,  Inc.


By:/s/Jack  A.  Alexander          By:/s/Jack  A.  Alexander
   ----------------------             ----------------------
     Jack  A.  Alexander,  Secretary     Jack  A.  Alexander,  President



Attest:     FAS  Wealth  Management  Services,  Inc.


By:/s/Jack  A.  Alexander          By:/s/Jack  A.  Alexander
   ----------------------             ----------------------
     Jack  A.  Alexander,  Secretary     Jack  A.  Alexander,  President



Attest:     Executive  Wealth  Management  Services,  Inc.


By:/s/Bonnis  S.  Gilmore          By:/s/Guy  S.  Della  Penna
   ----------------------             ------------------------
     Bonnie  S.  Gilmore,  Secretary          Guy  S.  Della  Penna,  President


     STOCKHOLDER     FAS  FOUNDER


/s/Guy  S.  Della  Penna          /s/Jack  A.  Alexander
------------------------          ----------------------
     Guy  S.  Della  Penna     Jack  A.  Alexander


<PAGE>

<PAGE>

                               Exhibit B - Page 1
                                    EXHIBIT B



                       __________________________________


                            ASSET PURCHASE AGREEMENT

                                  by and among


                                FAS GROUP, INC.,
                             A Delaware corporation

                                       and

                      FAS WEALTH MANAGEMENT SERVICES, INC.
                             A Delaware corporation

                                  as Purchaser







                          MIDAS INVESTMENT GROUP, INC.
                            D/B/A BILTMORE SECURITIES
                              A Florida corporation

                                    as Seller


                       __________________________________








                                 August 14, 1998

<PAGE>
                               Exhibit B - Page 2
                               Exhibit B - Page 3
                                TABLE OF CONTENTS

          PAGE
1.  TERMS  OF  TRANSFER     2
(a)  Properties  and  Assets     2
(b)  Assumption  of  Liabilities     3
(c)  Alternative  to  Physical  Delivery     3
(d)  Third  Party  Consents     3
2.  REPRESENTATIONS  AND  WARRANTIES  OF  SELLER     3
(a)  Properties  and  Assets     4
(b)  Due  Authorization,  Etc     4
(c)  Disclosure  of  Material  Facts     4
(d)  Title  to  Assets     4
(e)  Compliance;  Governmental  Authorization     4
(f)  Brokerage  Fees     4
3.  REPRESENTATIONS  AND  WARRANTIES  OF  FAS  WEALTH  AND  FAS  GROUP     4
(a)  FAS  Note     4
(b)  Due  Authorization,  Etc     4
(c)  Litigation,  Etc     4
(d)  Due  Organization,  Etc     5
(e)  Disclosure  of  Material  Facts     5
(f)  Compliance;  Governmental  Authorization     5
(g)  Brokerage  Fees     5
4.  AFFIRMATIVE  COVENANTS  OF  SELLER     5
5.  AFFIRMATIVE  COVENANTS  OF  FAS  GROUP  AND  FAS  WEALTH     5
6.  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  SELLER     5
(a)  Accuracy  of  Representations  and  Warranties     5
(b)  Compliance  with  Covenants  and  Conditions     5
(c)  Notes  and  Security  Agreements     5
(d)  Approval  of  the  Transfer     6
(e)  Opinion  of  FAS  Group's  Counsel     6
(f)  Officer's  Certificate  of  FAS  Wealth  and  FAS  Group     6
7.  CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  FAS  WEALTH  AND FAS GROUP     6
(a)  Accuracy  of  Representations  and  Warranties     6
(b)  Compliance  with  Covenants  and  Conditions     7
(c)  Delivery  of  Non-Competition  Agreement     7
(d)  Delivery  of  Confidentially  Agreement     7
(e)  Delivery  of  Bills  of  Sale     7
(f)  Opinion  of  Seller's  Counsel     7
(g)  Certificate  of  Officer  of  Seller     7
(h)  Transfer  of  Registered  Representatives     7
(i)  Execution  of  Registered  Representative  Agreements     7
(j)  Execution  of  Licensee  Agreements     7
8.  CLOSING     7
(a)  Documents  at  Closing     7
(i)  Deliveries  by  Seller     7
(ii)  Deliveries  by  FAS     8
(b)  Nature  of  Representations  and  Warranties     8
9.  INDEMNIFICATION     8
(a)  Indemnification  by  Seller     8
(b)  Indemnification  by  FAS  Group  and  FAS  Wealth     9
(c)  Computation  of  Losses     9
(d)  Notice  to  Indemnifying  Party     9
(e)  Defense  by  Indemnifying  Party     10
10.  MISCELLANEOUS.     10
(a)  Further  Assurances     10
(b)  Waiver     10
(c)  Notices     10
(d)  Headings     11
(e)  Counterparts     11
(f)  Governing  Law     11
(g)  Binding  Effect     11
(h)  Entire  Purchase  Agreement     11
(i)  Time     11
(j)  Severability     11
(k)  Default  Costs     11
(l)  Construction     11

                                    EXHIBITS


A.     Assets sold to FAS Group, Inc. and Agreements and Contracts to be Assumed
B.     Assets  sold  to  Florida  OSJ and Agreements and Contracts to be Assumed
C.     Assets  sold  to  New York OSJ and Agreements and Contracts to be Assumed
D.     Form  of  FAS  Note  and  Security  Agreement
E.     Form  of  Florida  OSJ  Note  and  Security  Agreement
F.     Form  of  New  York  OSJ  Note  and  Security  Agreement
G.     Form  of  FAS  Bill  of  Sale
H.     Form  of  Florida  OSJ  Bill  of  Sale
I.     Form  of  New  York  OSJ  Bill  of  Sale
J.     Form  of  Opinion  of  FAS  Group  and  FAS  Wealth's  Counsel
K.     Form  of  Opinion  of  Seller's  Counsel
L.     Form  of  Agreement  not  to  Compete
M.     Form  of  Confidentiality  Agreement


<PAGE>



                                       11

<PAGE>

                                Exhibit B - Page
                                Exhibit B - Page
                            ASSET PURCHASE AGREEMENT


     This  Asset  Purchase  Agreement ("Purchase Agreement") is made and entered
into  as  of  the  14th  day  of  August,  1998, by and among FAS Group, Inc., a
Delaware  corporation  (hereinafter  referred  to  as  "FAS  Group"), FAS Wealth
Management  Services,  Inc.,  a Delaware corporation (hereinafter referred to as
"FAS Wealth"), Midas Investment Group, Inc. d/b/a Biltmore Securities, a Florida
corporation  (hereinafter  referred  to  as  "Seller").


                                R E C I T A L S:
                                ---------------

     FAS  intends to be a full service, national retail, independent contractor,
investment  banking  firm  focused  on  retail  brokerage,  investment  banking,
trading,  affinity  group  marketing and asset management.  For this purpose FAS
Group  and its affiliates will provide certain services to Registered Securities
Principals  and Registered Representatives which assist them in performing their
business;  and  will  enter  into  license agreements with Registered Securities
Principals  who  desire  to  operate a general securities business and to engage
Registered  Representatives  to  conduct  their  business.

The  executive  offices  of FAS is 14358 Golden Sunset, Poway, California 92064;
the  telephone  number  is  619-486-4955.

     In  order  to accomplish its objective, FAS entered into a Merger Agreement
with  Executive  Wealth  Management  Services,  Inc.  ("Executive"), a Sarasota,
Florida  based  publicly  held  broker-dealer.  Under  the  terms  of the Merger
Agreement,  Executive will become a wholly owned subsidiary of FAS with its name
changed  to  FAS  Wealth  Management  Services,  Inc.

Executive  is  located at 2323 Stickney Point Road, Sarasota, Florida 34231, and
its  telephone  number  is  941-921-9700.

     Jack  A.  Alexander,  as  a  founder  and on behalf of FAS, entered into an
Agreement  and  Plan  of Merger dated May 7, 1998 (the "Merger Agreement") among
Executive  and  certain  shareholders  of  Executive  whereby  a  wholly  owned
subsidiary of FAS, newly created under the General Corporation Laws of Delaware,
will  merge  with  and  into  Executive with Executive surviving the merger (the
"Merger").  The  Merger  will  result  in:

     Executive  being  governed  by  Delaware  law;
     Certain officers and directors of Executive becoming officers and directors
of  FAS;
     Executive's name being changed to FAS Wealth Management Services, Inc.; and
     Executive  becoming  a  wholly  owned  subsidiary  of  FAS.

     FAS  Group  and  FAS  Wealth,  as  the  post-merger  name of Executive, are
sometimes  collectively  referred  to  as  "FAS."

     As  a part of the purchase and sale contemplated by this Purchase Agreement
one  or  more  Registered  Securities Principals will establish an office in the
vicinity  of  Ft.  Lauderdale,  Florida  for  the purpose of operating a general
securities  business  and  to engage Registered Representatives to conduct their
business  out  of  such  office.  Such  office  will be operated as an Office of
Supervisory Jurisdiction (as that term is defined by the National Association of
Securities  Dealers,  Inc.  ("NASD")).  Such office in or around Ft. Lauderdale,
Florida is hereinafter referred to as the "Florida OSJ."  In addition, as a part
of  the  Purchase  Agreement  one  or more Registered Securities Principals will
establish  an  office  in  the vicinity of New York, New York for the purpose of
operating a general securities business and to engage Registered Representatives
to  conduct their business out of such office.   Such office will be operated as
an  Office  of Supervisory Jurisdiction.  Such office in or around New York, New
York  is  hereinafter  referred  to  as  the  "New  York  OSJ."

     FAS  desires  to acquire from Seller for itself the Florida OSJ and the New
York  OSJ  the  following  described  assets  and  Seller desires to effect such
transfer  (the  "Transfer").

     furniture  fixtures and equipment (FF&E") with an agreed value of $580,000;
     $100,000  clearing  deposit  with  J.B.  Oxford;  and
     approximately  50  NASD registered representatives (the "Registered Reps").

     In  addition,  FAS  desires  to assist Seller in the orderly liquidation of
Seller's  inventory  of  marketable  securities  (the  "Securities  Inventory").

     NOW,  THEREFORE,  for  the mutual consideration set out herein, the parties
hereto  agree  as  follows:

     1.  TERMS  OF  TRANSFER1.  TERMS  OF  TRANSFER.  On  the  basis  of  the
representations,  warranties,  covenants,  and  agreements  contained  in  this
Purchase  Agreement  and  subject  to  the terms and conditions of this Purchase
Agreement:

          1(a)     PROPERTIES  AND  ASSETS.  (a)  Properties  and  Assets Seller
shall  sell,  assign,  transfer,  and  convey  to  FAS  Group  or FAS Wealth, as
appropriate,  all  properties  and  assets of Seller described in Exhibit A (the
"FAS  Assets").  Seller shall assign, transfer and convey to the Florida OSJ all
properties  and  assets of Seller described in Exhibit B (the "Florida Assets").
Seller  shall assign, transfer and convey to the New York OSJ all properties and
assets  Seller described in Exhibit C (the "New York Assets").  In consideration
for  such  sale assignment, transfer and conveyance FAS, FAS Wealth, the Florida
OSJ  or the New York OSJ, as appropriate, shall deliver to Seller the following:

               (i)     A  Promissory Note and Security Agreement executed by FAS
Group  substantially  in  the  form  of  Exhibit  D (the "FAS Note" and the "FAS
Security  Agreement");

               (ii)     A Promissory Note and Security Agreement executed by the
Florida  OSJ  substantially in the form of Exhibit E (the "Florida OSJ Note" and
the  "Florida  OSJ  Security  Agreement");  and

               (iii)     A  Promissory  Note  and Security Agreement executed by
the New York OSJ substantially in the form of Exhibit F (the "New York OSJ Note"
and  the  "New  York  OSJ  Security  Agreement").

               (iv)     FAS  will  assume  at  the  Closing  all obligations and
liabilities  of Seller in connection with the agreements and the contracts to be
assumed  described  in  Exhibit  A,  except:

               (A)     Any  tax  or other obligation or liability arising out of
or  based  upon  the  transactions  contemplated  by  this Purchase Agreement or
incurred  by  Seller  by reason of the execution of this Purchase Agreement; and

               (B)     Any  obligation  or  liability  under  any  contract,
agreement,  instrument,  lease,  license, understanding, or arrangement which is
assigned  by  Seller  to  FAS  if  (I)  failure  to obtain a required consent to
assignment  by  Seller  to  FAS deprives FAS of the enjoyment of any of Seller's
rights  thereunder,  (II)  that contract, agreement, instrument, lease, license,
understanding  or  arrangement  is  not assigned by Seller to FAS as a result of
Section  1(d)  or  otherwise,  or  (III)  a  party  is  in  default  thereunder.

               (v)     The  Florida  OSJ  will  assume  at  the  Closing  all
obligations  and liabilities of Seller in connection with the agreements and the
contracts  to  be  assumed  described  in  Exhibit  B,  except:

               (A)     Any  tax  or other obligation or liability arising out of
or  based  upon  the  transactions  contemplated  by  this Purchase Agreement or
incurred  by  Seller  by reason of the execution of this Purchase Agreement; and

               (B)     Any  obligation  or  liability  under  any  contract,
agreement,  instrument,  lease,  license, understanding, or arrangement which is
assigned  by  Seller  to  the  Florida  OSJ  if (I) failure to obtain a required
consent  to  assignment by Seller to the Florida OSJ deprives the Florida OSJ of
the  enjoyment  of  any  of  Seller's  rights  thereunder,  (II)  that contract,
agreement,  instrument,  lease,  license,  understanding  or  arrangement is not
assigned  by Seller to the Florida OSJ as a result of Section 1(d) or otherwise,
or  (III)  a  party  is  in  default  thereunder.

               (vi)     The  New  York  OSJ  will  assume  at  the  Closing  all
obligations  and liabilities of Seller in connection with the agreements and the
contracts  to  be  assumed  described  in  Exhibit  C,  except:

               (A)     Any  tax  or other obligation or liability arising out of
or  based  upon  the  transactions  contemplated  by  this Purchase Agreement or
incurred  by  Seller  by reason of the execution of this Purchase Agreement; and

               (B)     Any  obligation  or  liability  under  any  contract,
agreement,  instrument,  lease,  license, understanding, or arrangement which is
assigned  by  Seller  to  The  New  York OSJ if (I) failure to obtain a required
consent to assignment by Seller to The New York OSJ deprives The New York OSJ of
the  enjoyment  of  any  of  Seller's  rights  thereunder,  (II)  that contract,
agreement,  instrument,  lease,  license,  understanding  or  arrangement is not
assigned by Seller to The New York OSJ as a result of Section 1(d) or otherwise,
or  (III)  a  party  is  in  default  thereunder.

          1(b)     ASSUMPTION  OF  LIABILITIES.  (b)  Assumption  of Liabilities
Except  as  set  forth  in  Section  1(a)(iv), FAS Wealth shall not assume or be
responsible  for any obligation or liability of Seller of any nature, accrued or
contingent.  Except  as  set forth in Section 1(a)(v), the Florida OSJ shall not
assume  or  be  responsible  for  any  obligation  or liability of Seller of any
nature, accrued or contingent.  Except as set forth in Section 1(a)(vi), the New
York  OSJ  shall not assume or be responsible for any obligation or liability of
Seller  of  any  nature,  accrued  or  contingent

          1(c)     ALTERNATIVE  TO  PHYSICAL  DELIVERY.  (c)  Alternative  to
Physical  Delivery  With respect to any properties or assets sold hereunder that
cannot  be  physically  delivered  because  they  are in the possession of third
parties,  or  otherwise, Seller shall give irrevocable instructions to the party
in  possession thereof, if such be the case, with copies to FAS, that all right,
title,  and interest therein have been vested in the party named above  and that
the  same  are  to  be  held  for  such  party's  exclusive  use  and  benefit.

          1(d)     THIRD PARTY CONSENTS. (d)  Third Party Consents To the extent
that  the  assignment  by  Seller  of  any  contract, agreement, lease, license,
instrument, understanding, or arrangement to be assigned hereunder shall require
the  consent  of  a  party  other than Seller which has not been obtained by the
Closing  and  if  FAS  shall  nevertheless  elect to consummate the transactions
contemplated  by  this  Purchase  Agreement,  this  Purchase Agreement shall not
constitute  an  agreement  to assign the same if an attempted assignment without
such  consent  would constitute a breach thereof unless FAS before, at, or after
the  Closing  elects  in a writing delivered to Seller, specifically identifying
such  absent  consent,  to  waive  such  consent.

     2.     REPRESENTATIONS  AND  WARRANTIES  OF  SELLER2.  REPRESENTATIONS  AND
WARRANTIES  OF  SELLER.  Seller,  as a material inducement to FAS Wealth and FAS
Group  to  enter  into  this  Purchase Agreement and consummate the transactions
contemplated  hereby,  make  the following representations and warranties to FAS
Wealth  and  FAS Group, which representations are true and correct at this date,
and  will  be  true  and correct on the Closing Date as though made on and as of
such  date:

          2(a)  PROPERTIES AND ASSETS.  (a)  Properties and AssetsThe properties
and  assets to be transferred by Seller at Closing will be free and clear of all
liens,  mortgages,  securities  interests,  pledges,  charges  and  encumbrances
(except  as  are  listed  in  Exhibit  A,  B  or  C).

          2(b)  DUE  AUTHORIZATION,  ETC.  (b)  Due  Authorization,  EtcThis
Purchase  Agreement has been duly authorized, executed, and delivered by Seller,
and constitutes a legal, valid, and binding obligation of Seller, enforceable in
accordance  with its terms; no consent of any federal, state, municipal or other
governmental  authority  is  required  by  Seller for the execution, delivery or
performance of this Purchase Agreement by Seller; no consent of any party to any
contract or agreement to which Seller is a party or by which any of its property
or  assets are subject is required for the execution, delivery or performance of
this  Purchase  Agreement  by  Seller.

          2(c)  DISCLOSURE  OF MATERIAL FACTS. (c)  Disclosure of Material Facts
Seller  has,  and at the Closing Date will have, disclosed to FAS Wealth and FAS
Group  all  events,  conditions  and facts materially affecting the business and
prospects  of  Seller;  and  Seller  shall not and will not have, at the Closing
Date, withheld disclosure of any events, conditions, and facts which it may have
knowledge  of,  or  have  reasonable  grounds  to know may materially, adversely
affect  the  business  and  prospects  of  Seller.

          2(d)  TITLE  TO  ASSETS.  (d)  Title  to  Assets  Seller  has good and
marketable  title  to  all of its assets agreed to be conveyed free of any liens
and  encumbrances.

          2(e)  COMPLIANCE;  GOVERNMENTAL  AUTHORIZATION.  (e)  Compliance;
Governmental  Authorization  Seller  has  complied  in  all  respects  with  all
Federal,  state,  local,  or  foreign  laws, ordinances, regulations, and orders
applicable to the assets to be conveyed, including without limitation applicable
federal  and  state  securities  laws  as  of  the  Closing  Date.

          2(f)  BROKERAGE FEES. (f)  Brokerage Fees Seller has not incurred, nor
will  Seller  incur,  any  liability  for  brokerage or finder's fees or similar
charges  in  connection  with this Purchase Agreement or any of the transactions
contemplated  hereby.

     3.     REPRESENTATIONS  AND  WARRANTIES  OF  FAS  WEALTH  AND  FAS  GROUP3.
REPRESENTATIONS  AND WARRANTIES OF FAS WEALTH AND FAS GROUP.  FAS Wealth and FAS
Group,  as a material inducement to Seller to enter into this Purchase Agreement
and  consummate  the  transactions  contemplated  hereby,  makes  the  following
representations  and  warranties  to  Seller, which representations are true and
correct at this date, and will be true and correct on the Closing Date as though
made  on  and  as  of  such  date:

          3(a)  FAS  NOTE.  (a)  FAS Note The FAS Note to be delivered to Seller
at  Closing  will  be duly authorized, executed, and delivered by FAS Group, and
constitute  a  legal, valid, and binding obligation of FAS Group, enforceable in
accordance  with  its  terms

          3(b)  DUE  AUTHORIZATION,  ETC.  (b)  Due  Authorization,  Etc  This
Purchase  Agreement  has  been  duly  authorized, executed, and delivered by FAS
Wealth  and FAS Group, and constitutes a legal, valid, and binding obligation of
FAS  Wealth  and FAS Group, enforceable in accordance with its terms; no consent
of  any federal, state, municipal or other governmental authority is required by
FAS  Wealth  or  FAS  Group  for  the execution, delivery or performance of this
Purchase  Agreement  by FAS Wealth and FAS Group; no consent of any party to any
contract  or  agreement  to which FAS Wealth or FAS Group is a party or by which
any  of  its  property  or  assets  are  subject  is required for the execution,
delivery  or performance of this Purchase Agreement by FAS Wealth and FAS Group.

          3(c)  LITIGATION,  ETC.  (c)  Litigation,  Etc  There  are no actions,
suits,  claims,  investigations  or  legal  or  administrative  or  arbitration
proceedings  pending  or  threatened against FAS Wealth, its assets or business,
whether  at  law  or  in  equity, or before or by any Federal, state, municipal,
local,  foreign  or  other  governmental  department, commission, board, bureau,
agency  or  instrumentality; nor does FAS Wealth know or have any reason to know
of  a  threat  of such litigation or any basis for any such action, suit, claim,
investigation  or  proceeding.

          3(d)  DUE ORGANIZATION, ETC. (d)  Due Organization, Etc FAS Wealth and
FAS  Group  are  both  corporations duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the corporate power to
own their respective properties and to carry on their respective business as now
being  conducted  and  proposed  to  be  conducted  after the Closing Date.  The
Articles  of  Incorporation and By-Laws of FAS Wealth and FAS Group as in effect
on  the  Closing Date, have been delivered to Seller and are made a part hereof.

          3(e)  DISCLOSURE  OF MATERIAL FACTS. (e)  Disclosure of Material Facts
FAS  Wealth  has,  and  at  the  Closing Date will have, disclosed to Seller all
events,  conditions and facts materially affecting the business and prospects of
FAS  Wealth;  and  FAS  Wealth  has  not and will not have, at the Closing Date,
withheld  disclosure  of  any  events,  conditions,  and facts which it may have
knowledge  of,  or  have  reasonable  grounds  to know may materially, adversely
affect  the  business  and  prospects  of  FAS  Wealth.

          3(f)  COMPLIANCE;  GOVERNMENTAL  AUTHORIZATION.  (f)  Compliance;
Governmental  Authorization  FAS  Wealth  has  complied in all respects with all
Federal,  state,  local,  or  foreign  laws, ordinances, regulations, and orders
applicable  to its business, including without limitation applicable federal and
state  securities  laws  prior  to  the  Closing  Date.

          3(g)  BROKERAGE  FEES.  (g)  Brokerage Fees Neither FAS Wealth nor FAS
Group  have  incurred, or will either of them incur, any liability for brokerage
or  finder's fees or similar charges in connection with this Agreement or any of
the  transactions  contemplated  hereby.

     4.     AFFIRMATIVE  COVENANTS OF SELLER4.  AFFIRMATIVE COVENANTS OF SELLER.
Seller  covenants  to  and  with  FAS Group and FAS Wealth that as a part of the
Transfer,  and  a  condition  of  closing,  Biltmore,  as  Placement Agent, will
privately  offer  and  sell  a  $1,500,000 equity offering of FAS in the form of
750,000  units  at an offering price of $2.00 per unit (the "Units").  Each Unit
will consist of one share of FAS Class A Common Stock, par value $.001 per share
("FAS  Common  Stock"), and one common stock purchase warrant each entitling the
holder  to  purchase one share of FAS Common Stock at a price of $5.00 per share
("FAS  Warrants").  The  FAS  Warrants  will  be  for  a  term  of  three years,
immediately  exercisable,  non  callable,  contain  the  customary anti-dilution
provisions  and  unlimited  piggy-back  registration  rights.  The  registration
rights  will  contain  the  customary market stand off agreement and underwriter
lock up provisions.  The offering proceeds will be delivered to FAS Group on the
Closing  Date.

     5.     AFFIRMATIVE  COVENANTS  OF  FAS  GROUP  AND FAS WEALTH5. AFFIRMATIVE
COVENANTS  OF FAS GROUP AND FAS WEALTH.  FAS and FAS Wealth covenant to and with
Seller  to use its reasonable best commercial efforts to assist the NASD and any
other  federal,  state,  local  government,  regulatory  organization  or  self
regulatory organization having authority over the business of either Seller, FAS
Group  or  FAS  Wealth  to  approve  the  Transfer  prior  to  the Closing Date.

     6.     CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  SELLER6.  CONDITIONS
PRECEDENT  TO  OBLIGATIONS  OF  SELLER.  All  obligations  of  Seller under this
Purchase  Agreement  are  subject to the fulfillment, prior to or on the Closing
Date,  of  each  of  the  following  conditions:

          6(a)  ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES. (a)  Accuracy of
Representations  and  Warranties  The  representations  and  warranties by or on
behalf  of  FAS  Wealth and FAS Group contained in this Purchase Agreement or in
any  certificate  or  document  delivered  to  Seller pursuant to the provisions
hereof  shall  be true in all material respects at and as of the time of Closing
as  though such representations and warranties were made at and as of such time.

               6(b)  COMPLIANCE  WITH  COVENANTS AND CONDITIONS. (b)  Compliance
with  Covenants and Conditions FAS Wealth and FAS Group shall have performed and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Purchase  Agreement  to be performed or complied with by them prior to or at the
Closing;

          6(c) NOTES AND SECURITY AGREEMENTS. (c)  Notes and Security Agreements
FAS Wealth shall have delivered to Seller the duly executed (i) FAS Note and FAS
Security  Agreement in the form attached as Exhibit D, (ii) Florida OSJ Note and
Florida  OSJ Security Agreement in the form attached as Exhibit E, and (iii) New
York  OSJ  Note  and  New  York  OSJ  Security Agreement in the form attached as
Exhibit  F.

          6(d)  APPROVAL OF THE TRANSFER(d)  Approval of the Transfer.  The NASD
and  any other federal, state, local government, regulatory organization or self
regulatory organization having authority over the business of either Seller, FAS
Group  or  FAS  Wealth  shall  have  approved  the  Transfer.

          6(e)  OPINION  OF  FAS  GROUP'S  COUNSEL.  (e)  Opinion of FAS Group's
Counsel  FAS  Group  shall  have  delivered  to Seller an opinion of FAS Group's
counsel,  in  the form of Exhibit H, dated the Closing Date, to the effect that:

               (i)  FAS  Group  and  FAS Wealth are corporations duly organized,
validly  existing  and in good standing under the laws of the State of Delaware;

               (ii)  FAS Wealth is a member in good standing of the NASD and has
the  corporate  power  to  carry  on  its  business  as  now  being  conducted;

               (iii)  This Purchase Agreement has been duly authorized, executed
and  delivered by FAS Wealth and FAS Group and is a valid and binding obligation
of FAS Wealth and FAS Group, enforceable in accordance with its terms, except to
the extent that enforcement is limited by applicable bankruptcy, reorganization,
insolvency, moratorium, or similar laws affecting creditors' rights and remedies
generally or by general equity principles (and excepting specific performance as
a  remedy);

               (iv)  FAS  Wealth  and  FAS Group have taken all corporate action
necessary  for  its  due  performance  under  this  Purchase  Agreement;

               (v)  The  execution  and  delivery by FAS Wealth and FAS Group of
this  Purchase  Agreement  and the consummation of the transactions contemplated
hereby  will  not  conflict with or result in a breach of any provisions of, FAS
Wealth's  or FAS Group's Articles of Incorporation or By-Laws or, to the best of
such  counsel's  knowledge  after inquiry and based upon information provided by
FAS  Wealth and FAS Group, constitute a default under or give rise to a right of
termination,  acceleration,  or cancellation under any agreement under which FAS
Wealth  or  FAS  Group or any of their properties are bound or violate any court
order,  writ  or  decree  of  injunction  applicable to FAS Wealth or FAS Group;

               (vi)  Such  counsel does not know, after inquiry, of any actions,
suits or other legal proceedings or investigations pending or threatened against
or  relating  to  or  materially  adversely  affecting  FAS Wealth or FAS Group.

          6(f)  OFFICER'S  CERTIFICATE  OF  FAS  WEALTH  AND  FAS  GROUP.  (f)
Officer's  Certificate  of  FAS Wealth and FAS Group There shall be delivered to
Seller  an officer's certificate, signed by Jack A. Alexander, Chairman & CEO of
FAS Wealth and FAS Group, to the effect that to the best of his knowledge all of
the  representations  and warranties of FAS Wealth set forth herein are true and
complete  in  all  material respects as of the Closing Date, and that FAS Wealth
and  FAS  Group  have  complied  in all material respects with its covenants and
agreements  set  forth  herein  required  to  be  complied  with by the closing.

     7.     CONDITIONS  PRECEDENT  TO  OBLIGATIONS OF FAS WEALTH AND FAS GROUP7.
CONDITIONS  PRECEDENT  TO  OBLIGATIONS  OF  FAS  WEALTH  AND  FAS  GROUP.  All
obligations  of  FAS  Wealth  and  FAS  Group  under this Purchase Agreement are
subject  to  the  fulfillment,  prior  to or on the Closing Date, of each of the
following  conditions:

          7(a)  ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES. (a)  Accuracy of
Representations  and  Warranties  The  representations  and warranties by Seller
contained in this Purchase Agreement or in any certificate or document delivered
to  FAS pursuant to the provisions hereof shall be true in all material respects
at  and  as of the time of Closing as though such representations and warranties
were  made  at  and  as  of  such  time.

          7(b)  COMPLIANCE  WITH  COVENANTS AND CONDITIONS. (b)  Compliance with
Covenants  and  Conditions2  Seller  shall  have performed and complied with all
covenants,  agreements, and conditions required by this Purchase Agreement to be
performed  or  complied  with  by  them  prior  to  or  at  the  Closing;

          7(c)  DELIVERY  OF  NON  COMPETITION  AGREEMENT.  (c)  Delivery  of
Non-Competition  Agreement  Seller  shall  have delivered to FAS a duly executed
Agreement  not  to  Compete  in  the  form  attached  as  Exhibit  L.

          7(d)  DELIVERY  OF  CONFIDENTIALLY  AGREEMENT.  (d)  Delivery  of
Confidentially  Agreement  Seller  shall  have  delivered to FAS a duly executed
Confidentially  Agreement  in  the  form  attached  as  Exhibit  M.

          7(e)  DELIVERY OF BILLS OF SALE. (e)  Delivery of Bills of Sale Seller
shall  have delivered the FAS Bill of Sale, Florida OSJ Bill of Sale and the New
York  OSJ  Bill  of  Sale  substantially  in  the  form  of  Exhibits G, H and I
respectively.

          7(f)  OPINION  OF  SELLER'S  COUNSEL. (f)  Opinion of Seller's Counsel
Seller  shall  have  delivered  to  FAS  Group  an  opinion  of Seller's Counsel
substantially  in  the  form  of  Exhibit  K.

          7(g)  CERTIFICATE OF OFFICER OF SELLER. (g)  Certificate of Officer of
Seller There shall be delivered to FAS Group a certificate executed by Elliot A.
Loewenstern,  individually  and  on  behalf of Seller and Richard Bronson to the
effect  that  all  of the representations and warranties of the Seller set forth
herein  are  true  and complete in all material respects as of the Closing Date,
and  that  Seller  has  complied in all material respects with its covenants and
agreements  set  forth  therein  required to be complied with it by the closing.

          7(h)  TRANSFER  OF  REGISTERED  REPRESENTATIVES.(h)  Transfer  of
Registered Representatives  With some exceptions, the persons who are registered
with the NASD as representatives of Seller immediately prior to the Closing Date
shall  have  been  transferred  to  and become Registered Representatives of FAS
Wealth.

          7(i)  EXECUTION  OF  REGISTERED  REPRESENTATIVE  AGREEMENTS.  (i)
Execution  of  Registered  Representative  Agreements  Each  Registered
Representative  transferred  from  Seller  to  FAS  Wealth shall have executed a
Registered  Representative Agreement, as independent contractor, with FAS Wealth
substantially  in  the  form  provided  by  FAS  Wealth.

          7(j)  EXECUTION  OF  LICENSEE  AGREEMENTS.  (j)  Execution of Licensee
Agreements  One or more of the Registered Principals representing the NY OSJ and
one  or  more  Registered  Principals  representing  the FL OSJ transferred from
Seller  to  FAS  Wealth shall have executed a Licensee Agreement with respect to
the  operation  of  the  NY  OSJ  and  FL  OSJ  respectively,  with  FAS  Wealth
substantially  in  the form provided by FAS Wealth.  The Licensee Agreement will
provide  for  a payout of gross commissions (as that term is customarily defined
in  the Licensee Agreement) of 82% to the NY OSJ and FL OSJ respectively for the
first  two  years  of  the  respective  agreements  and  85%  thereafter.

     8.     CLOSING8.  CLOSING.  The  Closing  (the  "Closing") shall take place
upon  such  date  (the  "Closing Date") as the parties hereto may mutually agree
upon,  but  shall be effective August 31, 1998.  The Closing shall take place at
such  place  as  may  be  mutually  agreed  upon  by  the  parties.

          8(a)  DOCUMENTS  AT CLOSING(a)  Documents at Closing.  At the Closing,
the following transactions shall occur, all of such transactions being deemed to
occur  simultaneously:

     (i)  DELIVERIES  BY  SELLER. (i)  Deliveries by Seller Seller will deliver,
or  cause  to  be  delivered,  to  FAS  Group  the  following:

               (A)  a  certificate  from  the  Secretary of the State of Florida
dated  at  or about the date of the Closing to the effect that Seller is in good
standing  under  the  laws  of  the  said  state;

               (B)  The  documents agreed to be delivered by Seller described in
Sections  7(c),  7(d),  7(e)  and  7(f).

               (C)  An assignment in form and substance reasonably acceptable to
counsel  for  FAS transferring the $100,000 owned by Seller on deposit with J.B.
Oxford  &  Co.  to  FAS  Wealth.

               (D)  such  other instruments, documents and certificates, if any,
as  are  required  to  be  delivered pursuant to the provisions of this Purchase
Agreement  or which may be reasonably requested in furtherance of the provisions
of  this  Purchase  Agreement.

               (ii)  DELIVERIES  BY  FAS.  (ii)  Deliveries by FAS FAS Wealth or
FAS  Group  will  deliver  or  cause  to  be  delivered  to  Seller:

     (A) a Certificate from the Secretary of State of Delaware dated at or about
the date of Closing that FAS Wealth and FAS Group are in good standing under the
laws  of  said  state;

                    (B) the documents agreed to be delivered by FAS Group or FAS
Wealth  described  in  Sections  6(c),  6(e)  and  6(f).

                    (C) an agreement in form and substance reasonably acceptable
to  counsel  for  Seller  whereby  FAS  agrees  to  assist Seller in the orderly
liquidation  of  the  Securities  Inventory.  Said  agreement shall provide that
neither  FAS  Group  nor  FAS  Wealth  shall assume any risk for fluctuations in
market  price  of  the  Securities  Inventory.

     (D)  such  other  instruments  and documents, if any, as are required to be
delivered pursuant to the provisions of this Purchase Agreement, or which may be
reasonably  requested  in  furtherance  of  the  provisions  of  this  Purchase
Agreement.

     8(b)  NATURE  OF  REPRESENTATIONS  AND  WARRANTIES(b)  Nature  of
Representations  and  Warranties.  All  of  the parties hereto are executing and
carrying  out  the  provisions  of  this  Purchase  Agreement in reliance on the
representations, warranties, covenants and agreements contained in this Purchase
Agreement  or  at  the  Closing of the transactions herein provided for, and any
investigation  which  they  might  have  made  or  any  other  representations,
warranties,  agreements  promises  or  information, written or oral, made by the
other  party  or  any other person shall not be deemed a waiver of any breach of
any  such  representation,  warranty,  covenant  or  agreement.

     9.     INDEMNIFICATION9.  INDEMNIFICATION.

     9(a)  Indemnification by Seller(a)  Indemnification by Seller.  The Seller,
shall indemnify, defend and hold harmless (i) FAS Group and FAS Wealth, and (ii)
each  of  their respective shareholders, directors, officers, employees, agents,
attorneys  and representatives, from and against any and all Losses which may be
incurred  or  suffered  by  any  such party and which may arise out of or result
from:

          (i)     provided  FAS's claim therefor is instituted by written notice
within  two  years  from  the  Closing  Date,  any breach of any representation,
warranty,  covenant  or  agreement  of  the  Seller  contained  in this Purchase
Agreement  or  in  any  other documents executed or delivered in connection with
this  Purchase Agreement, including, without limitation, any attempt (whether or
not  successful)  by  any  Person to cause or require FAS Group or FAS Wealth to
pay,  perform  or  discharge  any  debt,  obligation,  deficiency,  liability or
commitment  the  existence  of  which  constitutes  a  breach  of  any  such
representation,  warranty,  covenant  or  agreement;

               (ii)     any litigation, arbitration, governmental investigation,
suit,  action  or  other  proceeding  and  any  liability,  other  than  those
specifically  assumed  by  FAS  Group  or  FAS  Wealth;

               (iii)     any  obligation  for  taxes  of  the Seller, other than
those,  if  any,  specifically  assumed  by  Purchaser  pursuant to Section 3.1;

          (iv)     any other debt, liability or obligation of the Seller, direct
or  indirect,  fixed,  contingent  or otherwise, now or as of the Effective Time
known  or unknown, and whether or not then due or payable, which exists at or as
of  the  Effective  Time  or  which arises after the Effective Time but which is
based  upon or arises from any act, omission, transaction, circumstance, sale of
goods  or  services, state of facts or other condition which occurred or existed
on  or  before  the  Effective Time, except to the extent the same are expressly
assumed  by  FAS  Group  or  FAS  Wealth  pursuant  to  Section  3.1;  and

               (v)     any and all actions, suits, proceedings, claims, demands,
assessments,  judgments,  arbitration  awards,  costs  and  expenses, including,
without  limitation,  legal  fees  and  expenses,  incurred  in  enforcing  this
indemnity.

          9(b)     INDEMNIFICATION  BY  FAS  GROUP  AND  FAS  WEALTH(b)
Indemnification  by  FAS  Group  and  FAS  Wealth.  Provided  the Seller's claim
therefor is instituted by written notice within two years from the Closing Date,
FAS  Group  and FAS Wealth ("FAS") shall indemnify, defend and hold harmless the
Seller  from and against any Losses arising out of or due to (i) a breach of any
representation,  warranty,  covenant  or  agreement  of  FAS  contained  in this
Purchase  Agreement or in any document executed in connection herewith; (ii) any
liability  or  obligation  assumed  by  FAS pursuant to Section 1; and (iii) any
claim, suit, action or proceeding which pertains to the ownership, organization,
operation  or  conduct  of  the  business by FAS after the Closing (other than a
claim,  suit,  action  or  proceeding  the  likelihood of which should have been
disclosed by the Seller pursuant to any provision of this Purchase Agreement) or
to  the  other  affairs  of  FAS  prior  to  or  after  the  Closing.

          9(c)     COMPUTATION  OF  LOSSES(c)  Computation  of  Losses.  For
purposes  of calculating any Losses suffered by an indemnified party pursuant to
Sections  9(a)  or  9(b)  hereof  or  under  any  other specific indemnification
covenant contained in this Purchase Agreement, the amount of the Losses suffered
by  the  indemnified  party  shall be the net amount of damage so suffered after
giving  effect to any insurance proceeds recoverable with respect to such matter
and  to  any tax benefits attributable to such damage or to be derived therefrom
in  the  same  year  or in a subsequent taxable period, and each Loss shall bear
interest  at  the  rate of ten percent (10%) per annum from the date incurred to
the  date  the  indemnification  payment  with  respect  thereto  is  made.

          9(d)     NOTICE  TO  INDEMNIFYING  PARTY.  (d)  Notice to Indemnifying
Party  If  any  party  (the "Indemnified Party") receives notice of any claim or
other  commencement  of any action or proceeding with respect to which any other
party  (or  parties)  (the  "Indemnifying  Party")  is  obligated  to  provide
indemnification  pursuant  to  Sections  9(a)  or  9(b) or pursuant to any other
specific  indemnification  covenant  contained  in  this Purchase Agreement, the
Indemnified  Party  shall  promptly  give  FAS  or  the Seller (as appropriate),
written  notice  thereof  which notice shall specify, if known, the amount or an
estimate of the amount of the liability arising therefrom.  Such notice shall be
a  condition  precedent  to  any  liability  of  the  Indemnifying  Party  for
indemnification hereunder.  The Indemnified Party shall not settle or compromise
any  claim  by  a  third  party  for  which  it  is  entitled to indemnification
hereunder,  without  the  prior written consent of the Indemnifying Party (which
shall  not  be  unreasonably  withheld  or  delayed) unless suit shall have been
instituted against it and the Indemnifying Party shall not have taken control of
such  suit  after  notification  thereof  as  provided  in  Section  9(d).

          9(e)     DEFENSE  BY  INDEMNIFYING PARTY. (e)  Defense by Indemnifying
Party  In connection with any claim giving rise to indemnity hereunder resulting
from  or  arising  out of any claim or legal proceeding by a person who is not a
party  to  this  Purchase Agreement, the Indemnifying Party at its sole cost and
expense may, upon written notice to the Indemnified Party, assume the defense of
any  such  claim or legal proceeding using counsel of its choice (subject to the
approval  of  the  Indemnified  Party,  which  approval  may not be unreasonably
withheld  or delayed) if it acknowledges to the Indemnified Party in writing its
obligations  to  indemnify the Indemnified Party with respect to all elements of
such  claim.  The Indemnified Party shall be entitled to participate in (but not
control)  the  defense  of  any  such  action,  with  its counsel and at its own
expense;  provided,  however,  that  if  the  Indemnified  Party,  in  its  sole
discretion,  determines  that  there  exists  a conflict of interest between the
Indemnifying Party (or any constituent party thereof) and the Indemnified Party,
the  Indemnified  Party (or such constituent party thereof) shall have the right
to  engage separate counsel, the reasonable costs and expenses of which shall be
paid  by  the Indemnifying Party, but in no event shall the Indemnified Party be
liable  to  pay  for  the  costs and expenses of more than one (1) such separate
counsel.  If  the  Indemnifying  Party  does  not assume the defense of any such
claim  or  litigation  resulting  therefrom,  the  Indemnified  Party may defend
against  such  claim  or  litigation,  after  giving  notice  of the same to the
Indemnifying Party, on such terms as the Indemnified Party may deem appropriate,
and the Indemnifying Party shall be entitled to participate in (but not control)
the  defense  of  such  action, with its counsel and at its own expense.  If the
Indemnifying  Party  thereafter  seeks  to  question  the  manner  in  which the
Indemnified Party defended such third-party claim or the amount or nature of any
such  settlement,  the  Indemnifying  Party  shall have the burden to prove by a
preponderance  of  the  evidence  that  the  Indemnified Party did not defend or
settle  such  third-party claim in a reasonably prudent manner.  Notwithstanding
the  foregoing,  however,  FAS  shall in all cases be entitled to control of the
defense  of  any  such  action  if  it  (i)  may  result in injunctions or other
equitable  remedies  in  respect  of  FAS  or  the  business; (ii) may result in
liabilities  which,  taken  with  other  then  existing claims by FAS under this
Section  9,  would  not  be  fully  indemnified  hereunder; or (iii) may have an
adverse  impact  on the business or the financial condition of FAS (including an
effect  on  the  tax  liabilities, earnings or ongoing business relationships of
FAS)  even  if  the  Seller  pays  all  indemnification  amounts  in  full.

     10.     MISCELLANEOUS.10.  MISCELLANEOUS.

          10(a)  FURTHER  ASSURANCES.  (a)  Further  Assurances At any time, and
from  time  to  time, after the Closing, each party will execute such additional
instruments  and  take  such  action as may be reasonably requested by the other
party  to  confirm  or  perfect  title  to any property transferred hereunder or
otherwise  to  carry  out  the  intent  and purposes of this Purchase Agreement.

          10(b)  WAIVER. (b)  Waiver Any failure on the part of any party hereto
to comply with any of its obligations, agreements or conditions hereunder may be
waived  in  writing  by  the  party  to  whom  such  compliance  is  owed.

          10(c)  NOTICES.  (c)  Notices  All  notices  and  other communications
hereunder  shall  be  in  writing  and  shall  be  deemed  to have been given if
delivered in person or sent by prepaid first class registered or certified mail,
return  receipt requested to the following addresses, or such other addresses as
are  given  to  other  parties  in  the  manner  set  forth  herein:

     FAS  Group:     FAS  Group,  Inc.
          14358  Golden  Sunset  Lane
          Poway,  California  92064
          Attention:  Jack  A.  Alexander,  Chairman  &  CEO

     With  a  copy  to:     Robert  L.  Sonfield,  Jr.,  Esq.
          Sonfield  &  Sonfield
          770  South  Post  Oak  Lane
          Houston,  Texas  77056

     Seller:     Midas  Investment  Group,  Inc.
          d/b/a  Biltmore  Securities
                              6700  North  Andrews  Avenue,  Suite  500
          Ft.  Lauderdale,  Florida  33309
          Attention:  Elliot  A.  Loewenstern,  Chief  Executive  Officer

     With  a  copy  to:     Atlas,  Pearlman,  Trop  &  Borkson,  P.A.
          New  River  Center,  Suite  1900
          200  E.  Las  Olas  Blvd.
          Ft.  Lauderdale,  Florida  33301
          Attention:  Charles  B.  Pearlman,  Esq.

          10(d)  HEADINGS.  (d)  Headings The section and subsection headings in
this  Purchase  Agreement are inserted for convenience only and shall not affect
in  any  way  the  meaning  or  interpretation  of  this  Purchase  Agreement.

          10(e)  COUNTERPARTS.  (e)  Counterparts This Purchase Agreement may be
executed  simultaneously  in  two  or  more counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.  A  facsimile  signature  by  any  party  on  a  counterpart of this
Purchase  Agreement shall be binding and effective for all purposes.  Such party
shall,  however,  subsequently  deliver  to the other party an original executed
copy  of  this  Purchase  Agreement.

          10(f)  GOVERNING LAW. (f)  Governing Law This Purchase Agreement shall
be  governed  by  the  laws  of  the  State  of  Florida.

          10(g)  BINDING  EFFECT.  (g)  Binding  Effect  This Purchase Agreement
shall  be  binding  upon  the  parties  hereto  and  inure to the benefit of the
parties,  their  respective  heirs,  administrators,  executors,  successors and
assigns.

          10(h)  ENTIRE  PURCHASE AGREEMENT. (h)  Entire Purchase Agreement This
Purchase  Agreement  is  the entire agreement of the parties covering everything
agreed  upon  or  understood  in  the  transaction.  There are no oral promises,
conditions,  representations,  understandings,  interpretations  or terms of any
kind  as  conditions  or  inducements  to  the  execution  hereof.

          10(i)  TIME.  (i)  Time  Time  is  of  the  essence.

          10(j)  SEVERABILITY.  (j)  Severability  If  any part of this Purchase
Agreement  is  determined  by  a  court  of  competent  jurisdiction  to  be
unenforceable,  the balance of the Purchase Agreement shall remain in full force
and  effect.

          10(k)  DEFAULT COSTS. (k)  Default Costs In the event any party hereto
has  to  resort  to  legal action to enforce any of the terms hereof, such party
shall  be  entitled to collect attorneys' fees and other costs from the party in
default.

          10(l)  CONSTRUCTION  (l)  Construction There shall be no inference, by
operation  of  law  or  otherwise, that any provision of this Agreement shall be
construed  against  either party.  This shall be construed without regard to the
identity  of  the  party  that drafted the various provisions hereof.  Moreover,
each  and  every  provision  of  this Agreement shall be construed as though all
parties hereto participated equally in the drafting thereof.  As a result of the
foregoing,  any  rule of construction that a document is to be construed against
the  drafting  party  shall  not  be  applicable.

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


     FAS  Group,  Inc.


          By:/s/Jack  A.  Alexander
             ----------------------
          Jack  A.  Alexander,  Chairman  &  CEO


:     FAS  Wealth  Management  Services,  Inc.


          By:/s/Jack  A.  Alexander
             ----------------------
          Jack  A.  Alexander,  Chairman  &  CEO





     Midas  Investment  Group,  Inc.
     d/b/a  Biltmore  Securities
     A  Florida  corporation



          By:  /s/Elliot  A.  Loewenstern
               --------------------------
          Elliot  A.  Loewenstern,  Chief  Executive  Officer



<PAGE>
                               Exhibit C - Page 2
                                Exhibit C - Page

                                    EXHIBIT C


                          INDEX TO FINANCIAL STATEMENTS



EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.



Report  of  Independent  Auditors     C  -  2
Statements  of  Financial  Condition  as  of  December  31,  1997     C  -  3
Statement  of  Income  as  of  December  31,  1997     C  -  4
Statement  of  Changes in Stockholders' Equity as of December 31, 1997     C - 5
Statement  of  Cash  Flows  as  of  December  31,  1997     C  -  6
Notes  to  Financial  Statements  as  of  December  31,  1997     C  -  7-11
Balance  Sheet  as  of  June  30,  1998  (Unaudited)     C  -  12
Statements of Operation for the six months ended June 30, 1998 (Unaudited)     C
-  13
Statement  of  Changes in Stockholders' Equity for the six months ended June 30,
1998  (Unaudited)     C  -  14
Statement of Cash Flows for the six months ended June 30, 1998 (Unaudited)     C
-  15
Notes to Financial Statements for the six months ended June 30, 1998 (Unaudited)
C  -16-19

FAS  GROUP,  INC.  -  JUNE  25,  1998

Report  of  Independent  Auditors     C  -  20
Balance  Sheet     C  -  21
Statement  of  Income     C  -  22
Statement  of  Changes  in  Stockholders'  Equity     C  -  23
Statement  of  Cash  Flows     C  -  24
Notes  to  Financial  Statements     C  -  25  -  29

COMPILED  PRO  FORMA  FINANCIAL  STATEMENTS  -  JUNE  30,  1998

Compilation  Report     C  -  30
Compiled  Pro  Forma  Combining  Balance  Sheets     C  -  31
Compiled  Pro  Forma  Combined  Statements  of  Operations     C  -  32
Compiled  Pro  Forma  Combined  Statements  of  Cash  Flows     C  -  33


<PAGE>
                                        

               [LETTERHEAD OF BOBBITT, PITTENGER & COMPANY, P.A.]


February  6,  1998



BOARD  OF  DIRECTORS
Executive  Wealth  Management  Services,  Inc.
Sarasota,  Florida


     REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS
     --------------------------------------------


We  have audited the accompanying statements of financial condition of Executive
Wealth  Management  Services,  Inc.,  as  of December 31, 1997 and 1996, and the
related  statements  of  income,  changes  in  stockholders'  equity, changes in
liabilities  subordinated to claims of general creditors, and cash flows for the
years then ended that you are filing pursuant to rule 17a-5 under the Securities
Exchange  Act of 1934.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audits  provide  a  reasonable  basis  for  our opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of Executive Wealth Management
Services,  Inc.  as  of  December  31,  1997  and  1996,  and the results of its
operations  and  its  cash  flows  for  the years then ended, in conformity with
generally  accepted  accounting  principles.



/s/Bobbitt,  Pittenger  &  Company,  P.A.
-----------------------------------------
Bobbitt,  Pittenger  &  Company,  P.A.
Certified  Public  Accountants

<PAGE>
                               Exhibit C - Page 4
                                Exhibit C - Page

<TABLE>
<CAPTION>


     EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.

     STATEMENTS  OF  FINANCIAL  CONDITION






     December 31,
-------------------------------------------------                    
                                                      1997         1996
                                                   -----------  ----------
ASSETS

<S>                                                <C>          <C>
Cash                                               $  127,771   $         
Receivables
Broker/dealers                                         45,406      40,306 
Correspondent brokers                                  68,766     122,201 
Customers                                              13,105      13,000 
Affiliates and employees                               18,363       3,650 
Other                                                  14,847 
Furniture, fixtures and equipment
at cost, net of accumulated depreciation               27,343      37,192 
Deposits with clearing organizations                   45,157      43,742 
Other deposits                                          1,934       1,934 
Syndication costs                                      15,000 
                                                   -----------            

                                                   $  377,692   $ 262,025 
                                                   ===========  ==========

LIABILITIES AND STOCKHOLDERS EQUITY

LIABILITIES:
Accounts payable                                   $  107,465   $  36,483 
Commissions payable                                   101,291     143,566 
                                                   -----------  ----------

                                                      208,756     180,049 

STOCKHOLDERS EQUITY
Common stock - authorized 5,000,000 shares;
par value $.002 in 1997 and $.002 in 1996; issued
and outstanding, 2,615,485 shares and 2,491,490
shares in 1997 and 1996, respectively                   5,231       4,983 
Preferred stock - authorized 750,000 shares
of $.01 par value; no shares issued
Stock warrants                                          4,410       4,410 
Additional paid-in capital                          1,105,639     913,688 
Accumulated deficit                                  (946,344)   (841,105)
                                                   -----------  ----------

TOTAL STOCKHOLDERS EQUITY                             168,936      81,976 
                                                   -----------  ----------

                                                   $  377,692   $ 262,025 
                                                   ===========  ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>

<PAGE>
<TABLE>
<CAPTION>

     EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.

     STATEMENTS  OF  INCOME




Year Ended December 31,
--------------------------------------                    
                                           1997         1996
                                        -----------  -----------

REVENUE
<S>                                     <C>          <C>
Commissions                             $3,723,815   $2,909,749 
Underwriting fees                          304,002       32,500 
Other                                      144,899       57,795 
                                        -----------  -----------

                                         4,172,716    3,000,044 
EXPENSES
Employer compensation and benefits         406,052      345,561 
Commissions                              3,131,258    2,275,456 
Clearing charges and regulatory fees       346,223      262,542 
Occupancy and equipment rental             130,494      125,968 
Depreciation                                10,811       11,844 
Other operating expenses                   280,670      214,687 
                                        -----------  -----------

                                         4,305,508    3,236,058 
                                        -----------  -----------

OPERATING LOSS                            (132,792)    (236,014)

OTHER INCOME
Rent                                        27,553       23,969 
                                        -----------  -----------

LOSS BEFORE INCOME TAXES                  (105,239)    (212,045)

INCOME TAXES

NET LOSS                                $ (105,239)  $ (212,045)
                                        ===========  ===========

NET LOSS PER SHARE - basic              $    (.041)  $    (.088)
                                        ===========  ===========

NET LOSS PER SHARE - assuming dilution  $    (.038)  $    (.079)
                                        ===========  ===========


</TABLE>










   The accompanying notes are an integral part of these financial statements.

<PAGE>
                               Exhibit C - Page 6
<TABLE>
<CAPTION>
     EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.

     STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS  EQUITY



     Additional

Common              Preferred    Paid-in     Accumulated     Stock
  Stock               Stock      Capital       Deficit      Warrants    Total
-----------------  -----------  ----------  -------------  ----------  -------      

BALANCE,
<S>                <C>          <C>         <C>            <C>         <C>      <C>
January 1, 1996    $    4,629   $           $    706,853   $(629,060)  $ 4,410  $ 86,832

Issuance of
common stock              354     222,638        222,992 

Syndication costs     (15,803)    (15,803)

Net loss             (212,045)   (212,045)
                   -----------  ----------                                              

BALANCE,
December 31, 1996       4,983     913,688       (841,105)      4,410    81,976

Issuance of
common stock              248     213,752        214,000 

Syndication costs     (21,801)    (21,801)

Net loss             (105,239)   (105,239)
                   -----------  ----------                                              

BALANCE,
December 31, 1997  $    5,231   $           $  1,105,639   $(946,344)  $ 4,410  $168,936
                   ===========  ==========  =============  ==========  =======  ========


</TABLE>

















     The  accompanying notes are an integral part of these financial statements.

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
     EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.

     STATEMENTS  OF  CASH  FLOWS





Year Ended December 31,
---------------------------------------------                   
                                                  1997        1996
                                               ----------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                            <C>         <C>
Net loss                                       $(105,239)  $(212,045)

Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation                                      10,811      11,844 
(Increase) decrease in operating assets:
Receivables:
Broker dealers                                    (5,100)       (963)
Correspondent brokers                             53,435      20,772 
Affiliates and employees                         (14,713)     (3,650)
Customers                                           (105)    (13,000)
Other                                            (14,847)
Deposits                                          (1,415)     (1,318)
Syndication costs                                (15,000)
(Decrease) increase in operating liabilities:
Accounts payable                                  70,982     (21,570)
Commissions payable                              (42,275)       (977)
                                               ----------  ----------

                                                  41,773      (8,862)
                                               ----------  ----------

NET CASH USED IN OPERATING ACTIVITIES            (63,466)   (220,907)
                                               ----------  ----------

CASH FLOWS USED BY INVESTING ACTIVITIES
Purchase of furniture, fixtures and equipment       (962)     (6,685)
                                               ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock               214,000     222,992 
Syndication costs                                (21,801)    (15,803)
                                               ----------  ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES        192,199     207,189 
                                               ----------  ----------

NET INCREASE (DECREASE) IN CASH                  127,771     (20,403)

CASH, at beginning of year                        20,403 
                                               ----------            

CASH, at end of year                           $ 127,771   $         
                                               ==========  ==========

Supplemental Disclosures:
Interest Paid                                  $       -   $       - 
                                               ==========  ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>
                               Exhibit C - Page 22

                               Exhibit C - Page 21

     EXECUTIVE  WEALTH  MANAGEMENT  SERVICES,  INC.

     NOTES  TO  FINANCIAL  STATEMENTS
     YEARS  ENDED  DECEMBER  31,  1997  AND  1996



NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Organization
------------

Executive  Wealth  Management  Services,  Inc.  (the  "Company") is a securities
broker/dealer that transacts business through correspondent brokers and does not
handle  any  customer  securities  or funds.  Customer security transactions and
related  commission  revenue  and  expenses are recorded on the trade date.  The
Company  also  acts  as  a  broker/dealer  in  selling  both  public and private
securities  offerings on a best efforts basis.  The Company receives commissions
and  underwriting  fees  for  its  services.

Use  of  Estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Receivables  from  Correspondent  Brokers  and  Broker/Dealers
--------------------------------------------------------------

The  receivables  from  correspondent  brokers  and  broker/dealers  represent
commissions  earned  which  had  not  been received at year-end.  Management has
determined  that  these  amounts  are  fully  collectible.

Furniture,  Fixtures  and  Equipment
------------------------------------

Furniture,  fixtures  and  equipment  are  recorded  at  cost.  Depreciation  is
provided  in  amounts sufficient to relate the cost of assets to operations over
their  estimated  useful  lives  using  the  straight-line  method.

Investments
-----------

The  Company  was  issued 55,263 shares of common stock of Flight Sciences, Inc.
This stock was issued to the Company in relation to a private offering of Flight
Sciences'  promissory  notes.  These  shares  represent  5%  of Flight Sciences,
Inc.'s outstanding common stock.  The Company has assigned no value to the stock
due  to  the  fact  there  is no ready market and its value is not determinable.

During  1997,  the  Company  acted as managing placement agent on a best efforts
basis  for  the  Outlet  Mall  Network, Inc.'s private placement offering of 2.5
million  units.  The  Company  earned commissions and placement fees of $111,287
for the year ended December 31, 1997.  Additionally, for serving as best efforts
managing  placement  agent,  the Company received warrants to purchase shares of
OMNI's Class "B" Common Stock.  The warrants have an exercise price of $2.00 and
expire  June 10, 2007.  The Company has assigned no value to the warrants due to
the  fact  that there is no liquid quotable market and therefore, their value is
not  determinable.

<PAGE>
                   EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS




NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Earnings  per  Share
--------------------

In  1997,  the  Financial  Accounting  Standards Board issued Statement No. 128,
"Earnings  per  Share".  Statement  128  replaced the calculation of primary and
fully  diluted  earnings  per  share  with basic and diluted earnings per share.
Unlike  primary  earnings  per  share,  basic  earnings  per  share excluded any
dilutive  effects  of  options,  warrants  and  convertible securities.  Diluted
earnings  per  share  is  very  similar to the previously reported fully diluted
earnings  per  share.  All  earnings per share amounts for all periods have been
prepared,  and  where  appropriate,  restated  to  conform  to the Statement 128
requirements.

Statements  of  Cash  Flows
---------------------------

For  purposes  of  reporting  cash  flows,  the  Company considers cash and cash
equivalents  as those amounts which are not subject to restrictions or penalties
and  have  an  original  maturity  of  three  months  or  less.

Reclassifications
-----------------

Certain  reclassifications  have  been  made to the 1996 financial statements to
conform  with the 1997 financial statement presentation.  Such reclassifications
had  no  effect  on  net  income  as  previously  reported.

NOTE  B  -  DEPOSITS  WITH  CLEARING  ORGANIZATIONS

Deposits with clearing organizations represent investments in money market funds
and  mutual  funds.  The  investments  are  required  by  the Company's clearing
brokers  and  are in accordance with the correspondent broker agreements between
the  parties.  Deposits  are  reflected  at  their  fair  market  value.

NOTE  C  -  FURNITURE,  FIXTURES  AND  EQUIPMENT

A  summary  of  furniture,  fixtures  and  equipment  follows  at  December  31:
<TABLE>
<CAPTION>


                                 1997       1996
                               ---------  ---------

<S>                            <C>        <C>
Furniture and fixtures         $ 37,951   $ 37,951 
Equipment                        34,202     33,240 
Leasehold improvements            6,622      6,622 
                               ---------  ---------

                                 78,775     77,813 
Less accumulated depreciation   (51,432)   (40,621)
                               ---------  ---------

                               $ 27,343   $ 37,192 
                               =========  =========
</TABLE>



<PAGE>
                   EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.

                          NOTES TO FINANCIAL STATEMENTS



NOTE  D  -  OPERATING  LEASE

The Company leases office space under operating lease agreements which expire in
1996 through 1998.   Rent expense for the years ended December 31, 1997 and 1996
was  $112,403  and  $103,452,  respectively.

The  future minimum rental commitment for the noncancellable lease agreements as
of  December  31,  1997  is  as  follows:
<TABLE>
<CAPTION>


<S>       <C>
1998      $103,452
1999        36,000
2000        36,000
2001        36,000
2002        18,000
          --------

229,452
========          
</TABLE>


NOTE  E  -  NET  CAPITAL  REQUIREMENT

Pursuant  to  the  net  capital  provisions of Rule 15c3-1 of the Securities and
Exchange  Act of 1934, the Company is required to maintain a minimum net capital
of  $5,000.  In  December, 1991, the National Association of Securities Dealers,
Inc. approved the Company as a fully disclosed broker/dealer.  The Company has a
restrictive  agreement  to  maintain the greater of a net capital of 130% of the
minimum  requirement  or  6  2/3%  of aggregate indebtedness for each of the two
years  in  the  period  ended  December  31,  1997.

The  Company  had  a  net capital of $101,615 or 730% and $22,618 or 188% of the
minimum  requirement  at  December  31,  1997  and  1996, respectively.  The net
capital rules may effectively restrict the payment of dividends to the Company's
stockholders.  The  Company  operates  pursuant  to  the  (K)(2)(ii)  exemptive
provisions  of the Securities and Exchange Commission's Rule 15c3-3 and does not
hold  customer  funds  or  securities.

Rule  15c3-1  also  requires  that  the  ratio  of aggregate indebtedness to net
capital,  both  as  defined,  shall not exceed 15 to 1.  The Company's ratio was
2.05  to  1  and  7.85  to  1  at  December  31,  1997  and  1996, respectively.

NOTE  F  -  INCOME  TAXES

At  December  31,  1997,  the  Company  has a net operating loss carryforward of
approximately  $769,000  that  will be available to offset future taxable income
through  2012.  Based on historical operations, management has elected to record
a  valuation  allowance  equal to the deferred tax asset of $285,000, calculated
using  an  effective income tax rate of 37% for the Company.  The Company has no
significant  differences  between  book  and  taxable  income.

NOTE  G  -  NET  LOSS  PER  SHARE
<TABLE>
<CAPTION>

The  following  sets  forth  the  computation  of basic and diluted earnings per
share.


Numerator                                 1997         1996
                                       -----------  -----------

<S>                                    <C>          <C>
Net Loss                               $ (105,239)  $ (212,045)
                                       ===========  ===========

Denominator

Denominator for basic earnings
per share - weighted average shares     2,560,117    2,413,300 

Effect of dilutive securities:
Stock warrants                            182,663      257,250 
                                       -----------  -----------


Denominator for dilutive earnings
per share - adjusted weighted average
shares and assumed conversion           2,742,780    2,670,550 
                                       ===========  ===========

Basic Net Loss Per Share               $    (.041)  $    (.088)
                                       ===========  ===========

Diluted Net Loss Per Share             $    (.038)  $    (.079)
                                       ===========  ===========

</TABLE>


NOTE  H  -  STOCK-BASED  COMPENSATION

The  Company  adopted  SFAS  No.  123 "Accounting for Stock-Based Compensation,"
effective  January 1, 1997.  This statement encourages companies to adopt a fair
value  based  method  of  accounting  for  compensation  costs of employee stock
compensation  plans.  As permitted by SFAS No. 123, the Company will continue to
apply  its  current  accounting  policy  using  the  intrinsic  value  method of
accounting prescribed by Accounting Principles Board Opinion No. 25 with respect
to measuring stock-based compensation.  The adoption of SFAS No. 123, therefore,
had  no  effect on the Company's financial position or results of operations for
1997.  Pro forma footnote disclosures of net earnings and earnings per share, as
if  the  fair  value  based method of accounting had been applied, have not been
presented  as  awards  have  not  been  granted  during  the  year.

NOTE  I  -  RELATED  PARTY  TRANSACTIONS

The  majority  stockholder  is  the  controlling  stockholder  of  a corporation
organized  in  1995  to  develop  and implement a franchise business pursuant to
which  the franchisee will purchase residential single family houses for resale.
The  Company  realized  placement  and  management  fees of $32,500 during 1996,
relating  to  the  offering  of  notes  for  this  corporation.

NOTE  I  -  RELATED  PARTY  TRANSACTIONS  (CONTINUED)

The  majority  stockholder  is  the sole stockholder of a corporation formed and
capitalized  primarily  to  originate,  underwrite,  acquire, hold and deal in a
portfolio  of  primarily  first  lien  residential  mortgage loans.  The Company
realized  commission  and  fees  of  approximately  $110,000  and  $80,000,
respectively,  relating  to  the  offering  of  notes  for  this  corporation.

During the years ended December 31, 1997 and 1996, companies affiliated with the
Company's  majority  stockholder  shared  office space with the Company and paid
rent  of  $27,500  and  $24,000,  respectively,  for  the  use  of  the  space.

During  the  year  ended  December  31,  1997 and 1996, the Company paid rent of
$36,000 and $36,000, respectively, to the Company's majority stockholder for the
use  of  office  space.  The  lease  with  this  stockholder expires June, 2002.

Effective  June  1, 1997, the Corporation entered into an Independent Contractor
Agreement  with  a  member  of  the  Board  of Directors to act as a Director of
Medical  Affinity  Programs.

In  September  1997,  the  Corporation  purchased  accounts  receivable  from an
affiliated  corporation.  There  was  no  gain  or loss on the transaction.  The
receivable  is  believed  by  management  to  be  fully  collectible.

In  the  ordinary  course  of business the Company makes and receives loans with
affiliated  entities  and  stockholders.  These  loans  are  short  term and are
non-interest  bearing.  Loans  made  and  repaid  in  1997 totaled approximately
$230,000.

See  Note  K  for  additional  related  party  transactions.

NOTE  J  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  IN  ACCORDANCE  WITH  THE
REQUIREMENTS  OF  SFAS  NO.  107

The  Corporation's  financial  instruments  consist  of  all  of  its assets and
liabilities.  The Corporation's management has determined that the fair value of
all  of  its  financial  instruments  is  equivalent  to  the  carrying  cost.

NOTE  K  -  COMMON  STOCK  TRANSACTIONS

During  1995, the Company and its majority stockholder sold 44,100 shares of the
Company's  common  stock.  The  price  of the stock was $5.90 per share and each
purchaser  of  a  share received a warrant which gave the purchaser the right to
purchase  one share of the Company's stock from the Company for $7.00 per share.
The  price  of  the warrants were $.10 each and expire on December 1, 1999.  The
proceeds  of  the  warrants  were retained by the Company.  After the 1996 stock
split  there  are  now  220,500  warrants  outstanding with an exercise price of
$1.40.

In  November,  1995,  the  Company  approved  a plan to grant options to certain
employees  to  purchase  the  Company's common stock.  The plan provides for the
granting  of  options  to  purchase a maximum of 500,000 shares of the Company's
stock  at  a  price  to be determined at the time of grant.  The price, however,
shall not be greater than $.60 per share.  The plan requires a participant to be
employed  by the Company for a number of years before exercise.  Granted options
expire  10  years from the grant date.  At December 31, 1995, all of the options
had  been  granted.  Under  the  plan  the  Company  has  complete discretion in
approving exercise of the options, which encompasses the option price as well as
whether  any  options  will  be  allowed  to  be  exercised.

On  December  15,  1995,  the  Company  and the majority stockholder initiated a
private  placement  of 80,000 shares of the Company's common stock at a price of
$6.00  per  share.  The shares contained in the offering are to be drawn equally
from  the  authorized  but  unissued  shares  of  the  Company  and the majority
stockholder.  Accordingly,  gross  proceeds  from  the sale of the stock will be
shared  equally  by the Company and the majority stockholder.  The proceeds from
this  private  placement  were  utilized  for  additional  expansion and working
capital  by  the Company.  During 1996, the Company sold 38,164 shares, of which
10,898  were  sold  to  the  majority  stockholder.  All sales were at $6.00 per
share.

In  May  1996,  the Board approved a five to one stock split of its common stock
which  reduced  its  par  value  to  $.002.  In  September 1996 the split became
effective.

In  January  1997,  the  Company authorized the issuance of a maximum of 100,000
shares  of  its  common stock at a price of $1.20 per share.  42,500 shares were
sold  to  the  controlling  stockholder.  The  proceeds  from  these shares were
utilized  for  working  capital.

In  June  1997,  the  Company initiated a private placement of 250,000 shares of
common  stock  at  a  price  of  $2.00 per share.  During 1997, the Company sold
81,500  shares.  All  sales  were  at  $2.00 per share.  The proceeds from these
shares  were  utilized  for  expansion  and  working  capital  by  the  Company.

<PAGE>
<TABLE>
<CAPTION>


                   EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.
                                  BALANCE SHEET

                            June 30, 1998 (Unaudited)



                                             ASSETS
                                           -----------
CURRENT ASSETS
<S>                                        <C>
  Cash                                     $   11,922 
  Accounts receivable from
    correspondent brokers                     144,418 
  Accounts receivable from affiliates           2,174 
  Accounts receivable from others              15,852 
  Prepaid expenses                             17,500 
                                           -----------

        TOTAL CURRENT ASSETS                  191,866 

INVESTMENTS

Furniture, Fixtures and Equipment -
  at cost net of accumulated depreciation      25,711 

OTHER ASSETS
  Deposits with clearing organizations         40,093 
  Other deposits                                1,934 
                                           -----------

  TOTAL ASSETS                             $  259,604 
                                           ===========

  LIABILITIES AND STOCKHOLDERS' EQUITY
-----------------------------------------             

CURRENT LIABILITIES
  Accounts payable                         $   10,615 
  Commissions payable                         133,446 
                                           -----------

  TOTAL CURRENT LIABILITIES                   144,061 

STOCKHOLDER'S EQUITY
  Preferred Stock - authorized 750,000
    shares of $.01 par value; no shares
      issued or outstanding                       --- 
  Common Stock - authorized 5,000,000
   shares of $.002 par value; issued and
     outstanding 2,615,485 shares               5,231 
  Additional paid-in capital                1,105,639 
  Additional paid-in capital, warrants          4,410 
  Retained earnings                          (999,737)
                                           -----------
  TOTAL STOCKHOLDERS' EQUITY                  115,543 
                                           -----------
TOTAL LIABILITIES & STOCKHOLDER'S EQUITY   $  259,604 
                                           ===========
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                 EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                           STATEMENTS OF OPERATION


                           For The Three and Six Months Ended June 30 (Unaudited)





                             Six Months Ended June 30    Three Months Ended June 30
                                       1998                         1997                1998        1997
                            --------------------------  ----------------------------  ---------  -----------
REVENUE
<S>                         <C>                         <C>                           <C>        <C>
 Commissions                $               1,340,112   $                 1,772,081   $754,479   $  946,152 
  Underwriting fees                            90,970                        73,600     16,160       63,100 
  Other Income                                 22,961                        70,400     10,924       39,421 
                            --------------------------  ----------------------------  ---------  -----------
TOTAL REVENUE                               1,454,043                     1,916,081    781,563    1,048,673 
                            --------------------------  ----------------------------  ---------  -----------

EXPENSES
  Advertising                                   1,920                         1,613      1,763          813 
  Board of Directors fees                      12,000                         8,000      6,000        4,000 
  Clearing charges                             79,447                       136,724     34,752       79,045 
  Commissions                               1,122,940                     1,451,188    622,521      781,569 
  Consulting fees                              28,653                        23,190     13,482       10,790 
  Dues and Subscriptions                        4,789                         4,290      2,441        3,428 
  Depreciation                                  5,168                         6,061      2,584        3,031 
  Insurance                                     1,341                         3,203       (696)       2,598 
  Meetings and seminars                          (750)                           29       (750)         --- 
  Miscellaneous                                 1,475                        17,292       (451)      13,568 
  Occupancy costs                              49,654                        43,411     24,837       21,983 
  Office expenses                              15,565                        13,129      8,792        6,940 
  Regulatory                                   12,739                        11,850      3,252        9,188 
  Rental Equipment                              3,010                         4,286      2,187        1,645 
  Salaries and wages                          171,446                       178,649     87,005       91,788 
  Taxes                                        19,580                        19,773      9,435        9,504 
  Travel and lodging                           16,500                        15,767     10,038        6,040 
  Utilities                                    14,491                        12,796      6,903        6,564 
                            --------------------------  ----------------------------  ---------  -----------
TOTAL
  OPERATING EXPENSES                        1,559,968                     1,951,251    834,095    1,052,494 
                            --------------------------  ----------------------------  ---------  -----------

OPERATING
  INCOME/(LOSS)                              (105,925)                      (35,170)   (52,532)      (3,821)
                            --------------------------  ----------------------------  ---------  -----------

NET INCOME/(LOSS)           $                (105,925)  $                   (35,170)  $(52,532)  $   (3,821)
                            ==========================  ============================  =========  ===========
NET INCOME/(LOSS)
  PER SHARE                 $                    (.04)  $                      (.02)  $   (.02)  $     (.01)
                            ==========================  ============================  =========  ===========


</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                 EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                For The Six Months Ended June 30 (Unaudited)




                               Additional
                               Additional       Paid-In    Retained
                                Preferred       Common      Paid-In      Capital      Earnings
                             Stock     Stock    Capital    Warrants     (Deficit)      Total
                            -----------------  ---------  -----------  ------------  ----------       

<S>                         <C>                <C>        <C>          <C>           <C>         <C>
Balance at January 1, 1997                 -   $  4,983   $   913,687  $     4,410   $(841,105)  $  81,975 
Issuance of common stock                  85     50,915        51,000

Net loss for the Six
  months ended
 June 30, 1997                       (35,170)   (35,170)
                            -----------------  ---------                                                   

Balance at
June 30, 1997               $              -   $  5,068   $   964,602  $     4,410   $(876,275)  $  97,805 
                            =================  =========  ===========  ============  ==========  ==========



          Additional        Retained
  Preferred                 Common             Paid-In    Earnings     Stock
  Stock                     Stock              Capital      (Deficit)  Warrants      Total
--------------------------  -----------------  ---------  -----------  ------------  ----------            
Balance at
January 1, 1998             $              -   $  5,231   $ 1,105,639  $  (946,344)  $   4,410   $ 168,936 

Common Stock Subscribed                    -     25,000        25,000



Net loss for six
  months ended
 June 30, 1998                             -          -             -     (105,925)          -    (105,925)
                            -----------------  ---------  -----------  ------------  ----------  ----------

Balance at
June 30, 1998               $              -   $  5,231   $ 1,130,639  $(1,052,269)  $   4,410   $  88,011 
                            =================  =========  ===========  ============  ==========  ==========


</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                      EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                                STATEMENT OF CASH FLOWS

     For  The  Six  Months  Ended  June  30  (Unaudited)





CASH FLOWS FROM OPERATING ACTIVITIES:                               1998       1997
                                                                 ----------  ---------
<S>                                                              <C>         <C>
  Net Income (Loss)                                              $(105,925)  $(35,170)
  Adjustments to reconcile net income
     to net cash used in operating activities:
     Depreciation                                                    4,215      6,062 

     (Increase) decrease in operating assets:
       Receivable from correspondent brokers                       (79,590)   (97,206)
       Receivable - other                                            8,210      1,280 
       Deposits                                                      5,065       (671)
       Prepaid expense                                                 ---     (5,885)
     Increase (decrease) in operating liabilities:
      Accounts payable                                             (85,998)    23,980 
      Commissions payable                                          116,584     63,244 
                                                                 ----------  ---------
           Net cash provided by (used in) operating activities    (137,439)   (44,366)
                                                                 ----------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase Equipment                                                  ---        --- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of common stock                                             ---     51,000 
  Subscription of Common Stock                                      25,000        --- 
  Cash paid for syndication costs                                   15,000     (5,500)
                                                                 ----------  ---------
           Net cash provided by (used in) financing activities      40,000     45,500 
                                                                 ----------  ---------

NET INCREASE (DECREASE) IN CASH                                    (97,439)     1,134 

CASH AT BEGINNING OF PERIOD                                        127,179        --- 
                                                                 ----------  ---------

CASH AT END OF PERIOD                                            $  29,740   $  1,134 
                                                                 ==========  =========


</TABLE>



<PAGE>
                   EXECUTIVE WEALTH MANAGEMENT SERVICES, INC.
                          NOTES TO FINANCIAL STATEMENTS

                 For The Six Months Ended June 30, 1998 and 1997


Note  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
-------     ----------------------------------------------

Organization
------------
Executive  Wealth  Management  Services,  Inc.,  (the  Company)  is a securities
broker/dealer that transacts business through correspondent brokers and does not
handle  any  customer  securities  or funds.  Customer security transactions and
related  commission  revenue  and  expenses are recorded on the trade date.  The
Company  also  acts  as  a  broker/dealer  in  selling  both  public and private
securities offerings on a best efforts basis.  In addition, the Company receives
commissions,  investment  banking  and  underwriting  fees  for  its  services.

Receivable  from  Correspondent  Brokers
----------------------------------------
The  receivable  from  correspondent  brokers  and  broker/dealers  represent
commissions earned which had not been received at June 30, 1998.  Management has
determined  that  these  amounts  are  fully  collectible.

Furniture,  Fixtures  and  Equipment
------------------------------------
Furniture,  fixtures  and  equipment  are  recorded  at  cost.  Depreciation  is
provided  for  in  amounts sufficient to relate the cost of assets to operations
over  their  estimated  useful  lives  using  the  straight-line  method.

Investments
-----------
The  Company  was  issued 55,263 shares of common stock of Flight Sciences, Inc.
This stock was issued to the Company in relation to a private offering of Flight
Sciences'  promissory  notes.  These  shares  represented 5% of Flight Sciences,
Inc.'s  outstanding common stock at the time.  The Company has assigned no value
to  the stock due to the fact that there is no ready market and its value is not
determinable.

Warrants  Outlet  Mall  Network
-------------------------------
The  Company  was  issued  24,167  warrants  of  the  Outlet  Mall Network, Inc.
("OMNI").  These  warrants are being issued in relation to a private offering of
OMNI  stock.  The  warrants  have an exercise price of $2.00 and expire June 10,
2002.  The  Company  has  assigned no value to the warrants due to the fact that
there  is  no  ready  market  and  its  value  is  not  determined.

Loss  Per  Share
----------------
Loss per share is computed based upon 2,615,485 and 2,533,985 shares outstanding
during  the  periods  ended  June  30,  1998  and  1997,  respectively.


<PAGE>
                   EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                 For The Six months Ended June 30, 1998 and 1997


Note  2  -  DEPOSIT  WITH  CLEARING  ORGANIZATION
-------     -------------------------------------

Deposits with clearing organizations represent investments in money markets. The
investments are required by the Company's clearing brokers and are in accordance
with  the  correspondent  broker  agreement  between  the parties.  Deposits are
reflected  at  fair  market  value.

Note  3  -  FURNITURE,  FIXTURES  AND  EQUIPMENT
-------     ------------------------------------
<TABLE>
<CAPTION>


A  summary  of  furniture,  fixtures  and  equipment  follows:



                                      June 30, 1998
                                      --------------
<S>                                   <C>
     Furniture and fixtures           $       37,951
     Equipment                                34,202
     Leasehold improvements                    6,622
                                      --------------
                                              78,775
     Less:  Accumulated Depreciation          55,648
                                      --------------
                                      $       23,127
                                      ==============
</TABLE>


Note  4  -  Operating  Leases
-------     -----------------

Rent  expense  for  the  six months ended June 30, 1998 and 1997 was $49,654 and
$43,411,  respectively.

Note  5  -  NET  CAPITAL  REQUIREMENT
-------     -------------------------

Pursuant  to  the  net  capital  provisions of Rule 15c3-1 of the Securities and
Exchange  Act of 1934, the Company is required to maintain a minimum net capital
of $5,000.  In December of 1991, the National Association of Securities Dealers,
Inc. approved the Company as a fully disclosed broker/dealer.  The Company has a
restrictive  agreement  to  maintain  a  net  capital  of  130%  of  the minimum
requirement  or  6  2/3%  of  aggregate  indebtedness  for each of the six month
periods  ended  June  30,  1998  and  1997.

The  Company  had  net  capital  of  $54,042  or 340% and $37,864 or 213% of the
minimum  requirement  at  June 30, 1998 and 1997, respectively.  The net capital
rules  may  effectively  restrict  the  payment  of  dividends  to the Company's
stockholders.  The  Company  operates  pursuant  to  the  (K) (2) (ii) exemptive
provisions  of the Securities and Exchange Commission's Rule 15c3-3 and does not
hold  customers  funds  or  securities.


<PAGE>

                   EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                 For The Six months Ended June 30, 1998 and 1997

NOTE  6  -  INCOME  TAXES
-------     -------------

At  December  31,  1996,  the  Company had a net operating loss carry forward of
approximately  $657,000  that will begin to expire in the year 2009.  Due to the
lack  of  historical  operations,  management  has elected to record a valuation
allowance  equal  to  the  deferred  tax  asset of $240,000, calculated using an
effective  income  tax  rate  of  37%  for  the  Company.
 .
NOTE  7  -  RELATED  PARTY  TRANSACTIONS
-------     ----------------------------

During  the  six  months ended June 30, 1998 and 1997, companies affiliated with
the Company's majority stockholder shared office space with the Company and paid
rent  of  $5,724  and  $11,448,  respectively,  for  the  use  of  the  space.

During  the  six  months  ended  June  30,  1998,  the  Company  paid  rent  of
approximately  $18,000  to  the  Company's  majority  stockholder for the use of
office  space.

NOTE  8  -  COMMON  STOCK  TRANSACTIONS
-------     ---------------------------

In  November,  1995,  the  Company  approved  a plan to grant options to certain
employees  to  purchase  the  Company's common stock.  The plan provided for the
granting  of  options  to  purchase a maximum of 500,000 shares of the Company's
stock  at a price to be determined at the time of grant.  The price, however, is
not greater than $.60 per share.  The plan required a participant to be employed
by  the
Company  for a number of years before exercise.  Granted options expire 10 years
from  the  grant  date.  At  June  30,  1998,  none  of  the  options  have been
exercised.

During  the  first  quarter  of  1997, the majority shareholder purchased 42,500
shares  of  common  stock  at  $1.20  per  share.

In  May,  1996,  the  Board  of  Directors  passed  a  resolution  to  split the
outstanding common stock shares of Executive Wealth Management Services, Inc. on
a  five  for  one  basis  effective  September 20, 1996.  Common stockholders of
record  as  of  September  20,  1996,  were entitled to the five for one forward
common  stock  split.

On  June 9, 1997, the Company initiated a private placement of 250,000 shares of
the Company's Common Stock at a price of $2.00 per share.  Net proceeds from the
sale of stock were used for general working capital and expansion of operations.


<PAGE>
                   EXECUTIVE WEALTH MANAGEMENT SERVICES,  INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                 For The Six months Ended June 30, 1997 and 1996


NOTE  8  -  COMMON  STOCK  TRANSACTIONS  (CONTINUED)
-------     ----------------------------------------

On March 1, 1998, the Company initiated a private placement of 150,000 shares of
the  Company's  Common Stock at a price of $2.00 per share.  Net proceeds are to
be  used  for  costs  of the proposed merger, affinity group marketing programs,
work  capital  and  general  corporate purposes.  At June 30, 1998 subscriptions
receivable  from  the  offering  was  $25,000.




<PAGE>



<PAGE>
                    [LETTERHEAD OF HARPER & PEARSON COMPANY]

To  the  Board  of  Directors
FAS  Group,  Inc.
Poway,  California

We have audited the accompanying balance sheet of FAS Group, Inc. (A Development
Stage  Company)  as  of  June  25,  1998,  and the related statements of income,
changes  in  stockholders'  equity  and cash flows for the period ended June 25,
1998.  These  financial  statements  are  the responsibility of the Company. Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the financial statements referred to above presents fairly, in
all  material respects, the financial position of FAS Group, Inc. (A Development
Stage  Company)  as  of  June  25,  1998,  in conformity with generally accepted
accounting  principles.

As  more  fully discussed in Note A to the financial statements, FAS Group, Inc.
is  a  development  stage  enterprise  and  therefore has no current operations.
Consequently,  the  Company must raise substantial financing or capital in order
to  put  its  business  plan  into  operation. If the Company is unable to raise
adequate  amounts  of financing or capital, its operations and continuation as a
going  concern  may  not  occur.



/s/HARPER  &  PEARSON  COMPANY


Houston,  Texas
June  29,  1998
(except  for  Note  6  to  which
the  date  is  October  9,  1998)

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
FAS  GROUP,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
                                  BALANCE SHEET
                                  JUNE 25, 1998


ASSETS
---------------------------------------------------       
<S>                                                  <C>
MARKETABLE SECURITIES                                $1,200,000
ORGANIZATION COSTS                                        2,544
                                                     ----------

  TOTAL ASSETS                                       $1,202,544
                                                     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------------------            
LIABILITIES
  Federal income tax payable                         $  408,000
                                                     ----------

STOCKHOLDERS' EQUITY
  Convertible Preferred Stock, par value $.001 per
    share, 1,000,000 shares authorized, no shares
    issued and outstanding                                  -0-
  Common Stock, Class A, par value $.001 per share,
    25,000,000 shares authorized, 1,914,000 shares
    issued and outstanding                                1,914
  Common Stock, Class B, par value $.001 per share,
    1,000,000 shares authorized, 630,000 shares
    issued and outstanding                                  630
  Retained earnings                                     792,000
                                                     ----------

    TOTAL STOCKHOLDERS' EQUITY                          794,544
                                                     ----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $1,202,544
                                                     ==========




</TABLE>




















See  accompanying  notes.

<PAGE>
<TABLE>
<CAPTION>
FAS  GROUP,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
                               STATEMENT OF INCOME
                       FOR THE PERIOD ENDED JUNE 25, 1998




<S>                         <C>
CONSULTING FEE              $1,200,000


FEDERAL INCOME TAX EXPENSE     408,000
                            ----------


NET INCOME                  $  792,000
                            ==========







</TABLE>

































See  accompanying  notes.

<PAGE>

<TABLE>
<CAPTION>
FAS  GROUP,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
                    STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         FOR THE PERIOD ENDED JUNE 25, 1998




                                  Common Stock   Retained
                                  ------------                                
                                     Shares       Amount      Earnings     Total


<S>                               <C>           <C>          <C>         <C>
ISSUANCE OF CLASS A COMMON STOCK     1,914,000  $     1,914  $        -  $    1,914


ISSUANCE OF CLASS B COMMON STOCK       630,000          630           -         630


NET INCOME                                   -            -     792,000     792,000
                                  ------------  -----------  ----------  ----------


BALANCE, JUNE 25, 1998               2,544,000  $     2,544  $  792,000  $  794,544
                                  ============  ===========  ==========  ==========






</TABLE>



























See  accompanying  notes.
<TABLE>
<CAPTION>
FAS  GROUP,  INC.
(A  DEVELOPMENT  STAGE  COMPANY)
                             STATEMENT OF CASH FLOWS
                       FOR THE PERIOD ENDED JUNE 25, 1998


CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                             <C>
  Net income                                                    $   792,000 
                                                                ------------
  Adjustments to reconcile net income to net cash
    used by operating activities:
    Receipt of marketable securities for brokerage commissions   (1,200,000)
    Organization costs                                               (2,544)
    Change in operating assets and liabilities
      Federal income tax payable                                    408,000 
                                                                ------------

      Total adjustments                                            (794,544)
                                                                ------------

      Net cash flows used by operating activities                    (2,544)
                                                                ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock, Class A                                 1,914 
    Issuance of common stock, Class B                                   630 
                                                                ------------

      Net cash provided by financing activities                       2,544 
                                                                ------------

NET INCREASE IN CASH                                                    -0- 

CASH AT BEGINNING OF PERIOD                                             -0- 
                                                                ------------

CASH AT END OF PERIOD                                           $       -0- 
                                                                ============




</TABLE>




















See  accompanying  notes.

<PAGE>
                                 FAS GROUP, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 25, 1998

NOTE  1.     ORGANIZATION

     FAS Group, Inc. (the "Company") was incorporated on June 23, 1998 under the
general  corporation laws of the State of Delaware with the intent to combine by
merger  or  acquisition  with a registered broker-dealer that is a member of the
National  Association  of Securities Dealers, Inc. for the purpose of becoming a
full  service  investment banking firm including brokerage and asset management.
Accordingly,  the Company has no current business operations and no intention of
engaging  in  active  business  prior  to  its  anticipated  combination  with a
broker-dealer  registered  with  the  Securities  and  Exchange  Commission.

Nature  of  Operations  -  The Company is a development stage enterprise and has
----------------------
devoted  substantially all of its efforts to financial planning, raising capital
---
and  identifying  business  opportunities.  The  Company is subject to the risks
associated  with  development  stage companies. Substantial financing or capital
investment will be required to continue to fund the Company's activities until a
significant  sales  volume  can be obtained. Because the Company has not yet put
its  business plan into operation, there is no assurance that such financing and
additional  capital  investment  will  be  available  when  needed,  or that the
Company's  business plan will be commercially successful when implemented in the
future.  If  the  Company  is  unable  to raise adequate amounts of financing or
capital,  its  operations  and  continuation  as  a going concern may not occur.

Estimates - The preparation of financial statements in conformity with generally
---------
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.

Marketable  Securities - On June 25, 1998, the Company was paid a consulting fee
----------------------
negotiated  by  the Company's president, Mr. Jack Alexander, acting as agent and
founder  for  FAS  Group,  Inc.  Payment  of the fee was received in the form of
200,000  shares  of  stock  in the Tollycraft Yacht Corporation. These shares of
stock  have  been  classified  as  available  for  sale and are reflected on the
accompanying  balance  sheet  at  market  value.  See  Note  6.

NOTE  2.     COMMON  STOCK

Common  Stock.  The  holders  of Class A Common Stock and the holders of Class B
-------------
Common  Stock  shall have the respective rights and preferences set forth below.
---

Rights  and  Privileges.  Except as provided in this Certificate, the holders of
-----------------------
the Common Stock shall exclusively possess all voting power. Except as otherwise
provided  or  as  otherwise  required  by  applicable law, all shares of Class A
Common  Stock  and  Class  B Common Stock will be identical and will entitle the
holders  thereof to the same rights and privileges and shall rank equally, share
ratably,  and  be  identical  in  all  respects  as  to  all  matters.

     Voting  Rights.  Except  as  otherwise  required by law: (i) the holders of
     --------------
Class A Common Stock will be entitled to one vote per share on all matters to be
voted  on  by the Corporation's shareholders; (ii) the holders of Class B Common
Stock will be entitled to fifty votes per share on all matters to be voted on by
the  Corporation's  shareholders;  and (iii) the holders of Class A Common Stock
and  Class  B  Common  Stock  shall  vote  together  as  a  single voting group.

Payment  of Dividends.  Whenever there shall have been paid, or declared and set
---------------------
aside  for  payment,  to  the  holders of the outstanding shares of any class or
series  of  stock  having  preference over the Common Stock as to the payment of
dividends,  the  full amount of dividends and sinking fund or retirement fund or
other  retirement  payments,  if  any,  to  which  such holders are respectively
entitled  in  preference  to the Common Stock, then dividends may be paid on the
Common  Stock,  and  on  any  class  or  series of stock entitled to participate
therewith  as  to dividends, out of any assets legally available for the payment
of  dividends,  but  only  when and as declared by the board of directors of the
Corporation.

Distributions  in  Liquidation.  In the event of any liquidation, dissolution or
------------------------------
winding up of the Corporation, after there shall have been paid, or declared and
set  aside  for  payment,  to the holders of the outstanding shares of any class
having preference over the Common Stock in any such event, the full preferential
amounts  to  which  they  are  respectively entitled, the holders of the Class A
Common  Stock  and  Class  B  Common  Stock  and of any class or series of stock
entitled  to  participate  therewith, in whole or in part, as to distribution of
assets  shall  be  entitled, after payment or provision for payment of all debts
and  liabilities of the Corporation, to participate ratably on a per share basis
in  all  distributions  of the remaining assets of the Corporation available for
distribution, in cash or in kind, as though all shares of Common Stock were of a
single  class.

     Limitation  on  Stock  Splits,  Combinations  or  Reclassifications.
     -------------------------------------------------------------------

(a)  The  Corporation  shall  not:  (i) subdivide its outstanding Class A Common
Stock  by  stock  dividend or otherwise; or (ii) combine its outstanding Class A
Common  Stock  into  a  smaller  number  of  shares;  or  (iii)  reclassify  its
outstanding  Class  A Common Stock (including any reclassification in connection
with  a  merger,  consolidation  or  other  business  combination  in  which the
Corporation  is  the  surviving  corporation);  unless  at  the  same  time  the
Corporation  subdivides,  combines or reclassifies, as applicable, the shares of
outstanding  Class  B  Common  Stock  on  the  same  basis as the Corporation so
subdivides,  combines  or  reclassifies  the  outstanding  Class A Common Stock.

(b)  The  Corporation  shall  not:  (i) subdivide its outstanding Class B Common
Stock  by  stock  dividend or otherwise; or (ii) combine its outstanding Class B
Common  Stock  into a smaller number shares; or (iii) reclassify its outstanding
Class  B  Common  Stock  (including  any  reclassification  in connection with a
merger,  consolidation or other business combination in which the Corporation is
the  surviving corporation); unless at the same time the Corporation subdivides,
combines  or  reclassifies,  as  applicable,  the  shares of outstanding Class A
Common  Stock  on  the  same basis as the Corporation so subdivides, combines or
reclassifies  the  outstanding  Class  B  Common  Stock.

     Conversion  of Shares of Class B Common Stock Into Shares of Class A Common
     ---------------------------------------------------------------------------
Stock.
-----

(a)  For  the  purposes  of  conversion,  the following definitions shall apply:

(i)  "Employee"  means a person employed by the Corporation or by a legal entity
that  is  controlled,  directly  or  indirectly,  by  the  Corporation;

(ii)  "Transfer"  means  any  sale,  transfer, gift, assignment, devise or other
disposition,  whether directly or indirectly, voluntarily or involuntarily or by
operation  of  law  or  otherwise;  and

(iii)  "Uncertificated  Shares"  means  shares  without  certificates within the
meaning  of  the  General Corporation Law of Delaware, as it may be amended from
time  to  time,  or  any  subsequent  statute  replacing  this  statute.

(b)  At  the option of the Corporation: (1) outstanding shares of Class B Common
Stock  which are the subject of a Transfer shall be convertible into a number of
shares  of  Class  A  Common  Stock equal to the number of shares of outstanding
Class  B  Common  Stock  subject  to  the Transfer; and (2) in the event that an
Employee  ceases  to  be  an Employee for any reason whatsoever, the outstanding
shares of Class B Common Stock held by such Employee shall be convertible into a
number  of  shares  of  Class  A  Common  Stock equal to the number of shares of
outstanding Class B Common Stock held by such Employee.  For purposes of Article
V,  the  conversion  of shares of Class B Common Stock as a result of a Transfer
and the conversion of shares of Class B Common Stock as a result of cessation of
an  Employee's  status as an Employee shall both be referred to as a "Conversion
Event."

(i)  Each  Conversion  Event shall be effective immediately upon transmission or
delivery  of  a  written  notice  of conversion by the Corporation to the record
holder  of  such  shares  (the  "Effective Time") at such holder's address as it
appears  in  the  records  of  the  Corporation.

(ii)  Each  conversion  of shares of Class B Common Stock into shares of Class A
Common  Stock shall be deemed to be effective upon the Effective Time and at the
Effective Time the rights of the holder of the converted Class B Common Stock as
such  holder  shall  cease  and the holder of the converted Class B Common Stock
shall  be  deemed  to  have become the holder of record of the shares of Class A
Common  Stock into which such shares of Class B Common Stock have been converted
as  a  result  of  the  applicable  Conversion  Event.

(iii)  The  Board  of  Directors  of  the  Corporation  shall  have the power to
determine  whether  a  Conversion  Event  has  taken  place  with respect to any
situation  based upon the facts known to it. Each shareholder shall provide such
information  that  the  Corporation may reasonably request in order to ascertain
facts  or  circumstances  relating  to  a  Transfer  or  proposed  Transfer or a
Conversion  Event  or  proposed  Conversion  Event.

(c)  Notwithstanding  any other provision of Article V, shares of Class B Common
Stock  sold in a public offering of the Corporation's securities registered with
the  United  States  Securities and Exchange Commission (the "Public Offering"),
regardless  of  the  identity of the purchaser, transferee or other recipient of
the  disposition in the Public Offering, shall be automatically converted into a
number  of shares of Class A Common Stock equal to the number of shares of Class
B  Common Stock sold in the Public Offering.  Such conversion of shares of Class
B  Common  Stock  into  shares  of  Class  A  Common Stock shall be deemed to be
effective  at such time as the holder of the Class B Common Stock who is selling
such  shares  in  a Public Offering transfers such shares for disposition in the
Public Offering, at which time the rights of the holder of the converted Class B
Common  Stock as such holder shall cease and the holder of the converted Class B
Common  Stock  shall be deemed to have become the holder of record of the shares
of Class A Common Stock into which such shares of Class B Common Stock have been
converted  as  a  result  of  the  Public  Offering.

(d)  The  holder  of  shares  of  Class  B Common Stock converted shall promptly
surrender  the  certificate or certificates representing the shares so converted
at  the  principal  office of the Corporation (or such other office or agency of
the  Corporation  as  the  Corporation may designate by notice in writing to the
holders  of  Class  B Common Stock) at any time during its usual business hours,
and  if  such  shares  of  Class B Common Stock are Uncertificated Shares, shall
promptly  notify  the  Corporation  in writing of such transfer at the principal
office  of the Corporation (or such other office or agency of the Corporation as
the Corporation may designate by notice in writing to the holders of the Class B
Common  Stock).

(e)  In no event shall the Corporation be liable to any such holder or any third
party  arising  from  any  such  conversion.

(f)  The  shares  of  Class  A  Common Stock resulting from a conversion of duly
authorized,  validly  issued,  fully  paid  and  nonassessable shares of Class B
Common  Stock  into  shares  of  Class  A Common Stock shall be duly authorized,
validly  issued, fully paid and nonassessable. Any share of Class B Common Stock
which  is  converted  into  a  share  of  Class  A  Common Stock shall become an
authorized  but  unissued  share  of  Class  B  Common  Stock.

(g)  The  Corporation  will  at  all times reserve and keep available out of its
authorized but unissued shares of Class A Common Stock solely for the purpose of
issue  upon conversion of Class B Common Stock, such number of shares of Class A
Common  Stock  as  shall then be issuable upon the conversion of all outstanding
shares  of  Class  B  Common  Stock.

(h)  The  issuance  of certificates evidencing (or in the case of Uncertificated
Shares,  the  provision of applicable written statements or other documents with
respect  to) shares of Class A Common Stock upon conversion of shares of Class B
Common  Stock shall be made without charge to the holders of such shares for any
issue  tax  in  respect  thereof  or  other  cost incurred by the Corporation in
connection with such conversion; provided, however, the Corporation shall not be
required  to pay any tax that may be payable in respect of any Transfer involved
in  the  issuance  and  delivery  of  any  certificate  in  (or  in  the case of
Uncertificated  Shares,  the provision of applicable written statements or other
documents  with  respect to) a name other than that of the holder of the Class B
Common  Stock  converted.

NOTE  3.     PREFERRED  STOCK

Serial  Preferred  Stock.  Except  as provided in this Certificate, the board of
------------------------
directors  of  the  Corporation is authorized, by resolution or resolutions from
--
time  to  time adopted, to provide for the issuance of serial preferred stock in
--
series  and to fix and state the powers, designations, preferences and relative,
participating,  optional  or  other  special  rights  of the shares of each such
series,  and  the qualifications, limitation or restrictions thereof, including,
but  not  limited  to  determination  of  any  of  the  following:

     (1)  the  distinctive  serial  designation  and  the  number  of  shares
constituting  such  series;

(2)  the  rights  in  respect  of dividends, if any, to be paid on the shares of
such  series,  whether dividends shall be cumulative and, if so, from which date
or  dates,  the payment or date or dates for dividends, and the participating or
other  special  rights,  if  any,  with  respect  to  dividends;

          (3)  the voting powers, full or limited, if any, of the shares of such
series;

(4)  whether the shares of such series shall be redeemable and, if so, the price
or  prices  at which, and the terms and conditions upon which such shares may be
redeemed;

(5)  the  amount  or amounts payable upon the shares of such series in the event
of  voluntary  or  involuntary  liquidation,  dissolution  or  winding up of the
Corporation;

(6)  whether  the  shares  of such series shall be entitled to the benefits of a
sinking  or  retirement fund to be applied to the purchase or redemption of such
shares,  and,  if  so  entitled,  the  amount of such fund and the manner of its
application,  including the price or prices at which such shares may be redeemed
or  purchased  through  the  application  of  such  funds;

(7)  whether  the  shares  of  such  series  shall  be  convertible  into,  or
exchangeable  for,  shares  of any other class or classes or any other series of
the  same  or  any other class or classes of stock of the Corporation and, if so
convertible  or  exchangeable,  the  conversion  price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or  exchange  may be made, and any other terms and conditions of such conversion
or  exchange;

(8)  the  subscription or purchase price and form of consideration for which the
shares  of  such  series  shall  be  issued;  and

(9)  whether  the  shares  of  such series which are redeemed or converted shall
have  the status of authorized but unissued shares of serial preferred stock and
whether such shares may be reissued as shares of the same or any other series of
serial  preferred  stock.

Each share of each series of serial preferred stock shall have the same relative
powers,  preferences and rights as, and shall be identical in all respects with,
all  the  other  shares  of the Corporation of the same series, except the times
from which dividends on shares which may be issued from time to time of any such
series  may  begin  to  accrue.

NOTE  4.     INCOME  TAXES

It  is anticipated that the Company will file its federal income tax return as a
"C  Corporation."  Consequently,  federal income taxes have been calculated at a
34%  rate  and  are reflected as a current liability on the accompanying balance
sheet.

NOTE  5.     MERGER  OF  EXECUTIVE  AND  FAS

Jack  Alexander,  as  founder  and  on  behalf  of  the Company, entered into an
Agreement  and  Plan  of Merger dated May 7, 1998 (the "Merger Agreement") among
Executive Wealth Management Services, Inc. and certain shareholders of Executive
whereby  a  wholly  owned  subsidiary  of  the  Company, newly created under the
General  Corporation  Laws  of Delaware, will merge with and into Executive with
Executive  surviving  the  merger  (the "Merger"). The Merger will result in (i)
Executive being governed by Delaware law, (ii) certain officers and directors of
Executive becoming officers and directors of the Company, (iii) Executive's name
being  changed  to  FAS  Wealth  Management  Services,  Inc.; and (iv) Executive
becoming  a  wholly  owned  subsidiary  of  the  Company.

NOTE  6.     SUBSEQUENT  EVENTS

On  July  4,  1998,  the  Company agreed to issue 79,500 shares of its preferred
stock  in  exchange for approximately 400,000 shares of United States Refining &
Petrochemicals,  Inc.  Class  A  Convertible  Preferred  Stock. These shares are
convertible, at the option of the Company, into shares of United States Refining
&  Petrochemicals,  Inc.  common stock with a value at the time of conversion of
$4,000,000.

On  October  9,  1998, Tollycraft Yacht Corporation shares were trading at $3.75
per  share  resulting in a loss in value of approximately $450,000.  The current
value  of  the shares is approximately $750,000 before any costs associated with
selling  the shares or the negative impact on the share price of selling a block
of  200,000  shares of stock.  This reduction in value has not been reflected in
the  accompanying  financial  statements.  If  the  reduction  in value had been
reflected  in the accompany financial statements, a valuation allowance would be
recorded in the amount of $450,000; income taxes and net income would be reduced
to  $255,000 and $495,000 respectively, and stockholders' equity would amount to
$497,544  after  reflecting  the  reduced  stock valuation at the current market
price.

<PAGE>
                    [LETTERHEAD OF HARPER & PEARSON COMPANY]

The  Board  of  Directors
FAS  Group,  Inc.
Poway,  California

We have compiled the accompanying pro forma combining balance sheets, statements
of operations and cash flows to reflect what the combined entity would look like
if the combination of Executive Wealth Management Services, Inc. (Executive) and
FAS  Group,  Inc.  (FAS) had occurred at June 30, 1998.  Because the combination
did  not  occur  at  June  30, 1998, no inference should be drawn as to what the
combined  entity  would  have  looked  like  at  that  date or what the combined
financial  position, operations or cash flows would have been if the combination
had  taken  place  at  June  30,  1998.

A  compilation  is  limited  to  presenting  in  the form of pro forma financial
statements,  information  that  is the representation of management. We have not
audited  or  reviewed  the  combined  pro  forma  financial  statements  and,
accordingly,  do  not  express  an opinion or any other form of assurance on the
accompanying  statements.

The  pro  forma  financial statements included herein assumes that Executive and
FAS  Group, Inc. merge and thereafter operate as a combined entity.  The planned
merger  has  not  yet  occurred  and  may  not  occur.

Management  has elected to omit substantially all of the disclosures required by
generally  accepted  accounting  principles.  If  the  omitted  disclosures were
included  in  the  financial  statements,  they  might  influence  the  user's
conclusions  about  the Company's financial position, results of operations, and
cash  flows.  Accordingly, these financial statements are not designed for those
who  are  not  informed  about  such  matters.

This  report  was  prepared solely for presentation to the Board of Directors in
conjunction  with  the  formation  and  prospective  operations  of the Company.

Subsequent  to  the issuance of this compilation report, the market value of the
Company's  investment  in  Tollycraft Yacht Corporation dropped to approximately
$3.75  per  share  as  opposed  to  approximately  $6.00  per  share at the date
received.  The  reduced  values are reflected in Footnote 1 at the bottom of the
combined  balance  sheets  and  statements  of  operations.

/s/Harper  &  Pearson  Company
Houston,  Texas
June  25,  1998

<PAGE>
<TABLE>
<CAPTION>
FAS  GROUP,  INC.
                               COMBINED BALANCE SHEETS
                                    JUNE 30, 1998



                                                 ASSETS
                                                  EWMS        FAS(1)      COMBINED
                                              ------------  -----------  -----------
CURRENT ASSETS
<S>                                           <C>           <C>          <C>

  Cash                                        $    29,740   $         0  $   29,740 
  Accounts receivable from
     correspondent brokers                        193,762             0     193,762 
  Accounts receivable from others                  38,105             0      38,105 
                                              ------------  -----------  -----------

    TOTAL CURRENT ASSETS                          261,607             0     261,607 

  Furniture, Fixtures and Equipment -
     at cost net of accumulated depreciation       23,127             0      23,127 

OTHER ASSETS
  Deposits with clearing organizations             40,093             0      40,093 
  Other deposits                                    1,934             0       1,934 
  Marketable Securities                                 0     1,200,000   1,200,000 
  Organization Costs                                    -         2,544       2,544 
                                              ------------  -----------  -----------
                                              $   326,761   $ 1,202,544  $1,529,305 
                                              ============  ===========  ===========

      LIABILITIES AND
      STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable                            $    20,875   $         0  $   20,875 
  Commissions Payable                             217,875             0     217,875 
  Federal Income Tax Payable                            0       408,000     408,000 
                                              ------------  -----------  -----------

    TOTAL CURRENT LIABILITIES                     238,750       408,000     646,750 
                                              ------------  -----------  -----------

STOCKHOLDERS' EQUITY
  Preferred Stock
  Common Stock                                      5,231         2,544       7,775 
  Additional Paid-In-Capital                    1,130,639             0   1,130,639 
  Additional Paid-In-Capital, Warrants              4,410             0       4,410 
  Retained Earnings                            (1,052,269)      792,000    (260,269)
                                              ------------  -----------  -----------

    TOTAL STOCKHOLDERS' EQUITY                     88,011       794,544     882,555 
                                              ------------  -----------  -----------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   326,761   $ 1,202,544  $1,529,305 
                                              ============  ===========  ===========
</TABLE>


                 SEE ACCOUNTANTS' PRO FORMA COMPILATION REPORT.

(1)     IF  THE  $1,200,000 VALUE OF TOLLYCRAFT YACHT CORPORATION SHOWN ABOVE AS
EQUITY  SECURITIES  WAS  REDUCED  TO  CURRENT  MARKET  VALUE AT OCTOBER 9, 1998,
TOLLYCRAFT  YACHT  CORPORATION  EQUITY  SECURITIES,  RETAINED EARNINGS AND TOTAL
STOCKHOLDERS'  EQUITY FOR FAS GROUP, INC. WOULD BE REDUCED TO $750,000, $495,000
AND  $497,544  RESPECTIVELY.


<PAGE>
<TABLE>
<CAPTION>

                                 FAS GROUP, INC.
                        COMBINED STATEMENTS OF OPERATIONS
                       FOR THE PERIOD ENDED JUNE 30, 1998



                                       EWMS        FAS(1)      COMBINED
                                    -----------  -----------  -----------
REVENUE
<S>                                 <C>          <C>          <C>

  Commissions and Consulting Fees   $1,340,112   $1,200,000   $2,540,112 
  Underwriting Fees                     90,970            0       90,970 
  Other Income                          22,961            0       22,961 
                                    -----------  -----------  -----------

    TOTAL REVENUE                    1,454,043    1,200,000    2,654,043 
                                    -----------  -----------  -----------

EXPENSES
  Advertising                            1,920            0        1,920 
  Board of Directors Fees               12,000            0       12,000 
  Clearing Charges                      79,447            0       79,447 
  Commissions                        1,122,940            0    1,122,940 
  Consulting Fees                       28,653            0       28,653 
  Dues and Subscriptions                 4,789            0        4,789 
  Depreciation                           5,168            0        5,168 
  Insurance                              1,341            0        1,341 
                                                 -----------             
  Meetings and Seminars                   (750)           0         (750)
                                                 ===========             
  Miscellaneous                          1,475            0        1,475 
  Occupancy Costs                       49,654            0       49,654 
  Office Expenses                       15,565            0       15,565 
  Regulatory                            12,739            0       12,739 
  Rental Equipment                       3,010            0        3,010 
  Salaries and Wages                   171,446            0      171,446 
  Taxes                                 19,580            0       19,580 
                                                 -----------             
  Travel and Lodging                    16,500            0       16,500 
  Utilities                             14,491            0       14,491 
                                    -----------  -----------  -----------

    TOTAL OPERATING EXPENSES         1,559,968            0    1,559,968 
                                    -----------  -----------  -----------

OPERATING INCOME (LOSS)               (105,925)   1,200,000    1,094,075 
                                    -----------  -----------  -----------

FEDERAL INCOME TAX EXPENSE                   0     (408,000)    (408,000)
                                    -----------  -----------  -----------

NET INCOME (LOSS)                    ($105,925)  $  792,000   $  686,075 
                                    ===========  ===========  ===========
NET INCOME (LOSS) PER SHARE             ($0.04)  $     0.31   $     0.13 
                                    ===========  ===========  ===========

</TABLE>


                 SEE ACCOUNTANTS' PRO FORMA COMPILATION REPORT.

(1)     IF  THE PRICE OF THE SHARES OF TOLLYCRAFT YACHT CORPORATION WERE REDUCED
TO  CURRENT  MARKET  ($3.75 PER SHARE AT OCTOBER 9, 1998), FAS GROUP, INC. TAXES
AND NET INCOME WOULD DECREASE TO $255,000 AND $495,000 RESPECTIVELY, AS A RESULT
OF  RECORDING  A  VALUATION  ALLOWANCE  OF  $450,000.


<PAGE>
<TABLE>
<CAPTION>

                                          FAS GROUP, INC.
                                 COMBINED STATEMENTS OF CASH FLOWS
                                 FOR THE PERIOD ENDED JUNE 30, 1998




                                                               EWMS          FAS         COMBINED
                                                            -----------  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>          <C>           <C>

  Net Income (Loss)                                          ($105,925)  $   792,000   $   686,075 
  Adjustments to Reconcile Net Income
      to Net Cash used in Operating Activities:
          Depreciation                                           4,215             0         4,215 
          Receipt of Marketable Securities,
               for Brokerage Commission                              0    (1,200,000)   (1,200,000)
          Organization Costs                                         0        (2,544)       (2,544)

           (Increase) Decrease in Operating Assets:
    Receivable from correspondent brokers                      (79,590)            0       (79,590)
    Receivable - Other                                           8,210             0         8,210 
    Deposits                                                     5,065             0         5,065 
    Prepaid Expenses
            Increase (Decrease) in Operating Liabilities:
    Accounts Payable                                           (85,998)            0       (85,998)
                                                                         ------------              
    Commissions Payable                                        116,584             0       116,584 
    Federal Income Tax Payable                                       0       408,000       408,000 
                                                            -----------  ------------  ------------
         Net cash used in operating activities                (137,439)       (2,544)     (139,983)
                                                            -----------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Issuance of Common Stock                                           0         2,544         2,544 
  Subscription of Common Stock                                  25,000             0        25,000 
  Syndication costs, Net                                        15,000             0        15,000 
                                                            -----------  ------------  ------------
         Net cash provided by Financing activities              40,000         2,544        42,544 
                                                            -----------  ------------  ------------

NET (DECREASE) IN CASH                                         (97,439)            0       (97,439)

CASH AT BEGINNING OF PERIOD                                    127,179             0       127,179 
                                                            -----------  ------------  ------------

CASH AT END OF PERIOD                                       $   29,740   $         0   $    29,740 
                                                            ===========  ============  ============

</TABLE>



                 SEE ACCOUNTANTS' PRO FORMA COMPILATION REPORT.