Exhibit 2.1

ASSET PURCHASE AGREEMENT

Between and among

StockWalk.Com Group Inc.,

WILLIAM YANG,

And

M-ONE INVESTMENT SECURITIES, INC.

Dated as of August 9, 1999

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the Agreement), dated
as of August 9, 1999, between and among M-ONE INVESTMENT
SECURITIES, INC., a California corporation (the
Seller), WILLIAM YANG (YANG) an
individual, and STOCKWALK.COM, INC., a Nevada corporation (the
Buyer);

W I T N E S S E T H:

WHEREAS, Seller owns and operates a securities brokerage
primarily engaged in the business of providing securities and
investment services to customers principally through the
internet, together with various related assets and facilities
(the Business); and

WHEREAS, Yang is President and Chief Executive Officer of Seller
and owns in excess of two-thirds (2/ 3) of the outstanding common
 stock of Seller; and

WHEREAS, Seller desires to sell certain of its properties and
assets and Buyer desires to purchase such properties and assets,
all upon the terms and subject to the conditions set forth
herein;

NOW, THEREFORE, in consideration of the premises, the mutual
covenants contained herein, and other good and valuable
consideration in hand paid by each of the parties hereto unto the
 other, the receipt and sufficiency whereof are hereby
acknowledged, Seller, Yang and Buyer hereby agree as follows:

Section  1.  Purchase and Sale of Assets.

1.1  The Assets.  Upon the terms and
subject to the conditions herein contained and in reliance upon
the representations, warranties and agreements herein set forth,
Seller agrees to convey, sell, assign, transfer and deliver to
Buyer free from all liabilities and encumbrances of every kind
and nature (except the Assumed Liabilities set forth on
Schedule 2 hereof), and Buyer agrees to purchase and acquire
 from Seller, the following assets used or usable in the Business
 (collectively the Assets), as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | (a)  Customer Accounts.All of Sellers customer
	 accounts and all account attributes thereof including Customer
	Positions as defined below and all contracts or agreements
	between Seller and the customer related thereto. Specifically
	included shall be each and every right of Seller on the Escrow
	Release Date, as defined in Section 4 hereof, to the payment
	 of money from its customers, including, but not limited to,
	accounts as defined in Minnesota Statute
	§336.9-106, receivables, contract rights, chattel paper,
	bonds, notes and other debt instruments (the
	Receivables). For purposes of this Agreement,
	Customer Positions means all of the Securities owned
	and fully paid by Sellers customers and all customer cash
	accounts, including customer deposits which are held on
	customers behalf by Seller on the Escrow Release Date.
|
| | (b)  Furniture, Fixtures and Equipment.All
	furniture, equipment, trade fixtures and leasehold improvements
	held by Seller for use in the Business including, but not limited
	 to, the furniture, equipment, trade fixtures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | and leasehold improvements listed on Schedule 1.1(b) hereto,
	 together with such additions, modifications and replacements
	thereto (the Furniture, Fixtures and Equipment).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (c)  Business Leases and Agreements. Such of the
	agreements, payroll and payroll tax deposits, and leases relating
	 to the operation of the Business listed on Schedule 1.1(c)
	as remain in effect on the Escrow Release Date, including any
	renewals, extensions, amendments or modifications thereof;
	purchase commitments and sales orders and any additional
	agreements, and leases made or entered into by Seller in the
	ordinary course of business between the date hereof and the
	Escrow Release Date, provided that Seller shall not convey and
	Buyer shall not be obligated to accept any such leases or
	agreements which have been modified, renewed, extended or amended
	 or made and entered into after the date hereof which have not
	been consented to by Buyer in writing (the Business Leases
	and Agreements). Specifically included in the Business
	Leases and Agreements is Sellers clearing deposit with
	National Financial Services Corporation subject to
	Paragraph 4.2 hereof.
|
| | (d)  General Intangibles. All copyrights, trademarks,
	 service marks, trade secret rights, permits, licenses,
	authorizations, slogans, trade names, all assets relating to
	Sellers internet site, other intangible personal property
	(including, but not limited to, general intangibles
	as defined in Minnesota Statute §336.9-106) or other similar
	 rights held by Seller for use in the Business on the date hereof
	 or acquired hereafter including, but not limited to, the name
	M-One and any of the foregoing listed on
	Schedule 1.1(d), together with any additions or
	modifications thereto, (the General Intangibles).                                                                                                                                                                                                                                                                                                                                                                      
|
| | (e)  Records.All logs, books and business/ financial
	 records, information and studies, technical information and
	business data, sales correspondence, lists of customers, all
	customer records, promotional materials, credit and sales
	records, and advertising materials of Seller other than
	Sellers corporate records (the Records).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

1.2  Excluded Assets.The Assets do not include any
of the assets or properties listed on Schedule 1.2, all of
which are to be retained by Seller and none of which is essential
 to the operation of the Business by the Buyer (collectively the
Excluded Assets).

Section 2.  Liabilities of Seller. Buyer
does not assume any liabilities of Seller, directly or
indirectly, whether pertaining to the operation of the Business,
whether fixed or contingent, known or unknown, except for
(i) obligations under the Business Leases and Agreements
from and after the Escrow Release Date; (ii) the liabilities
 and obligations related to Sellers customer accounts as
described in Section 1.1(a) which Buyer has agreed to assume
 as of the Escrow Release Date; and (iii) Sellers
payroll, payroll taxes and other expenses relating to the
operation of the Business listed on Schedule 2 hereof as
remain in effect on the Escrow Release Date (collectively, the
obligations, liabilities, and expenses set forth in (i), (ii),
and (iii) are herein called the Assumed
Liabilities).

Section 3.  Purchase Price and Other
Consideration.

3.1  Purchase Price.The Purchase Price for the
Assets will be:



| |                                                                                                                                                                                                                                                                                                                                          
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| | (a)  Four Hundred Thousand Dollars ($400,000.00) payable
	upon completion of the deliveries contemplated by the Escrow
	Agreement referenced in Section 4 hereof (the Escrow
	Release Date);                                                                                                                                           
|
| | (b)  Four Hundred Thousand Dollars ($400,000.00) on
	April 1, 2000, evidenced by a promissory note to be executed
	 by Buyer and guaranteed by Stockwalk.com Group, Inc. delivered
	to Seller on the Escrow Release Date;                                                                                                                
|
| | (c)  Two Hundred Thousand Dollars ($200,000.00) on
	February 1, 2001 evidenced by a promissory note to be
	executed by Buyer and guaranteed by Stockwalk.com Group, Inc.
	delivered to Seller on the Escrow Release Date;                                                                                                                
|
| | (d)  In addition, on the Escrow Release Date, Buyer shall
	issue and deliver to Seller 40,000 restricted shares of common
	stock of Stockwalk.com Group, Inc. (f/k/a NM Holdings,
	Inc.). Seller shall execute an investment letter in form and
	substance acceptable to Buyer with regarding to issuance of such
	restricted securities.

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3.2  Assumption of Liabilities.On the Escrow Release
 Date, Buyer shall assume and agree to pay the Assumed
Liabilities as and when they become due according to their terms.

3.3  Allocations of Purchase Price.Seller and Buyer
agree to allocate the Purchase Price among the Assets in
accordance with a schedule agreed to by the parties on or before
the Escrow Release Date. Neither Seller nor Buyer shall take a
position in any tax return, examination or other administrative
or judicial proceeding relating to any such return that is
inconsistent with the allocation as is agreed to by the parties
pursuant to this Section 3.3. Buyer shall prepare and Seller
 shall agree in advance of its filing with the IRS, an allocation
 of assets as set forth in IRS Form 8594.

3.4  Sales, Use and Deed Taxes and Regulatory Fees.
Seller shall be responsible for payment of any California sales,
use or deed taxes assessable with respect to the transfer of the
assets to be purchased as contemplated herein. Buyer shall be
responsible for payment of all costs or fees required to be paid
to effectuate the transfer of Customer Positions as specified in
Sections 1.1 (a) herein to Buyer and establishing
clearing accounts for the Customer Positions including, without
limitation, all NSCC and DTC fees and costs.

3.5  Order Flow.In consideration of the sale of the
Assets to Buyer and to the extent permissible and allowable by
applicable law or regulation, all order flow of Buyer during the
term of the Clearing Agreement referred to in
Section 4.1(d)(iii) from and attributable to the M-One
Investment Securities, Inc. offices purchased by Buyer in the
transactions contemplated by this Agreement shall be processed by
 MPAC Capital Partners, L.P. on terms and conditions mutually
acceptable from time to time to Buyer and MPAC Capital Partners,
L.P.

3.6  Expenses.Seller and Buyer shall each bear its
own legal fees and any and all costs and expenses not specified
herein with respect to the sale and purchase and other matters
contemplated by this Agreement.

Section 4.  Closing.

4.1  Closing Date.The Closing of the transactions
contemplated hereby (the Closing) shall occur at
10:00 a.m. C.D.T. on August 9, 1999, at the offices of
counsel for Buyer, or at such other time or place as the parties
hereto may mutually agree upon in writing. The date on which the
Closing will occur is herein referred to as the Closing
Date.



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| | (a)  Closing Procedure.At Closing, Seller, Buyer and
	 Escrow Agent shall execute and deliver the Escrow Agreement of
	even date hereof, in the form attached hereto as Exhibit A
	(the Escrow Agreement), and shall deliver to the
	Escrow Agent the following items:
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| | (b)  Sellers Deliveries to the Escrow Agent.                                                                                                                                                                                                                           



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| | (1)  Seller shall deliver a bill of sale, and all other
	appropriate documents and instruments in customary form and
	substance, assigning to Buyer good title to all personal property
	 included in the Assets free and clear of any liens, attachments,
	 conditional sales contracts, claims or encumbrances of any kind
	whatsoever.                               
|
| | (2)  Seller shall deliver such assignments and further
	instruments of transfer as Buyer may reasonably require to
	effectuate the assignment to it of Business Leases and Agreements
	 and General Intangibles as set forth on Schedules 1.1(c) and
	1.1(d) to this Agreement, including any required consents, to the
	 extent herein provided to be assumed by Buyer.
|
| | (3)  Seller shall deliver the written opinion of
	Sellers counsel, dated as of the Closing Date, to the
	effect that:                                                                                                                                                                                                                                                  



| |                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Seller is a corporation duly organized, validly
	existing and in good standing under the laws of the State of
	California, and is authorized and entitled to do business under
	the laws of the State of California and such other jurisdictions
	where the nature of their business or the ownership of its
	properties requires such authorization.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
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| | (ii)  Seller has the full power and authority to convey,
	assign, transfer and deliver the Assets required to be conveyed
	to Buyer as provided herein and this Agreement has been duly
	authorized, executed and delivered by Seller and is a valid and
	binding obligation of Seller enforceable against Seller in
	accordance with its terms (subject to any applicable bankruptcy,
	reorganization, insolvency or other laws affecting
	creditors rights generally and to general limitations on
	the availability of equitable remedies).                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (iii)  The execution, delivery and consummation of this
	Agreement does not conflict with, result in the breach of, or
	constitute a default under Sellers Articles of
	Incorporation or Bylaws, or any material agreement or instrument
	of which counsel has knowledge and to which Seller is a party or
	by which it is bound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (iv)  This Agreement and the transactions contemplated
	herein have been duly authorized by all necessary corporation
	action including approval of Sellers shareholders, and
	deeds of conveyance, bills of sale and any and all other
	instruments delivered to the Buyer hereunder have been duly
	authorized, executed and delivered. This Agreement and such deeds
	 of conveyance, bills of sale and other agreements, executed and
	delivered hereunder, constitute the valid and binding obligations
	 of Seller, enforceable against Seller in accordance with their
	respective terms (subject to any applicable bankruptcy,
	reorganization, insolvency or other laws affecting
	creditors rights generally and to general limitations on
	the availability of equitable remedies). The assignments, bills
	of sale and other documents of transfer executed by Seller are
	sufficient in legal form to transfer to Buyer Sellers
	right, title and interest to the Assets.
|
| | (v)  No approval, consent or withholding of objection on the
	 part of, or filing, registration or qualification with any
	governmental instrumentality is necessary in connection with the
	execution and delivery of this Agreement or any of the
	instruments delivered at the Closing thereof, which approval,
	consent or withholding of objection has not been obtained or duly
	 waived.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (vi)  Except as disclosed on Schedule 5.11, to the best
	 of the knowledge of such counsel, there are no material actions,
	 suits, arbitration, adversarial legal or administrative
	proceedings pending or threatened against or affecting Seller,
	the Business or the Assets which would in any way adversely
	affect the Business or the Assets or the ability of Seller to
	perform this Agreement at law or in equity or before or by any
	governmental instrumentality.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (vii)  On the Escrow Release Date, Buyer will receive good
	and marketable title to the Assets, free and clear of all known
	security interests, encumbrances, liens or other interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (viii)  Nothing has come to counsels attention that
	leads it to believe that any schedule or exhibit to the Agreement
	 or any written information provided by Seller pursuant to this
	Agreement, contains any untrue statement of a material fact
	necessary to make the statements contained therein or in any
	schedule not misleading or that Seller has withheld from Buyer
	any facts which materially adversely affect the property or the
	business prospects, profits or conditions (financial or
	otherwise) of the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | In giving the foregoing opinion, counsel to Seller may limit its
	opinion to the laws of the Sate of California and applicable
	federal law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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| | (4)  Seller shall deliver a certificate or certificates
	evidencing adoption by the shareholders and the Board of
	Directors of Seller of resolutions authorizing execution and
	delivery of this Agreement and performance hereof.
|
| | (5)  Seller shall deliver such instruments of assignment and
	 assumption called for by this Agreement.                                                                                                                            

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| | (6)  Seller shall deliver a certificate evidencing a change
	of Sellers name to a name not deceptively similar to
	M-One or M-One Investment Securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (7)  Seller shall deliver the investment letter as required
	by Section 3.1(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (8)  Seller shall deliver the consent of any third parties
	necessary for the assignment to Buyer of any Business Leases and
	Agreements, other than any Business Leases and Agreements which,
	individually or together with all other Business Leases and
	Agreements for which consent cannot be obtained, are not
	necessary to operate the Business substantially as heretofore
	operated. Each such consent will vest in Buyer the full rights of
	 Seller subject only to Sellers existing obligations
	thereunder. No consent to be obtained pursuant hereto shall
	contain any material burdensome or onerous provision.
|
| | (9)  Seller shall deliver any and all other certificates,
	agreements or lists to be delivered hereunder by Seller at
	Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



| |                                             
| | --------------------------------------------
| | (c)  Buyers Deliveries to Escrow Agreement.



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| | (1)  Buyer shall deposit with the Escrow Agent to be held
	pursuant to the terms of the Escrow Agreement: (i) the sum
	of Four Hundred Thousand Dollars ($400,000.00) by either
	certified funds, cashiers check, or Federal Reserve wire
	transfer, and (ii) the promissory notes described in
	Section 3.1(b) and (c) hereof.
|
| | (2)  Buyer shall deliver the written opinion of Buyers
	 counsel, dated as of the Closing Date, to the effect that:                                                                                                                                                                                                            



| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Buyer is a corporation duly organized, validly existing
	 in good standing and qualified to do business under the laws of
	the State of Nevada;                                                                                                                                                                                                                                           
|
| | (ii)  The execution, delivery and consummation of this
	Agreement does not conflict with, result in the breach of, or
	constitute a default under Buyers Articles of Incorporation
	 or Bylaws or any material agreement or instrument of which
	counsel has knowledge and to which Buyer is a party or by which
	it is bound.                                                                
|
| | (iii)  This Agreement has been duly authorized, executed and
	 delivered by Buyer, and is a valid and binding obligation of
	Buyer enforceable against Buyer in accordance with its terms
	(subject to applicable bankruptcy, reorganization, insolvency or
	other laws affecting creditors rights generally and to
	general limitations on the availability of equitable remedies);          
|
| | (iv)  No approval, consent or withholding of objection on
	the part of, or filing, registration or qualification with any
	governmental instrumentality is necessary in connection with the
	execution and delivery of this Agreement or any of the
	instruments delivered at the Closing thereof, which approval,
	consent or withholding of objection has not been obtained or duly
	 waived;
|
| | In giving the foregoing opinion, counsel to Buyer may limit its
	opinion to the laws of the State of Nevada and applicable federal
	 law.                                                                                                                                                                                                                                                      



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| | (3)  Buyer shall deliver an agreement or agreements in form
	and content acceptable to Sellers counsel evidencing
	assumption of the Assumed Liabilities by Buyer pursuant to
	Section 3.2 hereof.
|
| | (4)  Buyer shall deliver a certificate evidencing adoption
	by the Board of Directors of Buyer of resolutions authorizing
	execution and delivery of this Agreement and performance hereof.        

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| | (5)  Buyer shall deliver a certificate registered in
	Sellers name representing 40,000 restricted shares of
	common stock of Stockwalk.com Group, Inc. as required by
	Section 3.1(d).
|
| | (6)  Buyer shall deliver any and all other certificates,
	agreements or lists to be delivered hereunder by Buyer at
	Closing.                                                          



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| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d)  Additional Documents to be Delivered to Escrow
	Agreement at Closing. The parties hereto shall cause delivery
	 of the following documents to the Escrow Agent:



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  Consulting Agreement. William Yang shall have
	entered into a consulting agreement with Buyer in form and
	substance satisfactory to Buyer.                                                                                                                                                   
|
| | (ii)  Clearing Agreement. MPAC Capital Partners, L.P.
	 shall have entered into a three (3) year correspondent
	clearing agreement with Miller, Johnson & Kuehn, Incorporated
	 effective as of the Escrow Release Date in form and substance
	acceptable to Miller, Johnson & Kuehn, Incorporated.

4.2  Actions Required Following Closing. Immediately
following the Closing, the parties hereto agree to use their best
 efforts and take any and all steps necessary to notify, and to
obtain any requisite approval, in a manner acceptable to Buyer
and its counsel on or before August 16, 1999 the following
persons and entities of the transactions contemplated hereby and
effect the transfer of the Customer Positions to Miller, Johnson
& Kuehn, Incorporated (MJK) and the Assets to
Buyer:



| |                                                           
| | ----------------------------------------------------------
| | (a)  Pacific Stock Exchange                               
|
| | (b)  National Association of Securities Dealers, Inc.     
|
| | (c)  Each of Sellers Customers                           
|
| | (d)  National Financial Services Corporation
	(National)

In addition, immediately following the Closing, Seller shall
immediately negotiate a termination of Sellers clearing
agreement with National to be effective on a date and on terms
mutually acceptable to Buyer and Seller. Such terms shall include
 a conversion of Sellers accounts and Customer Positions to
 MJK effective as of the Escrow Release Date. Seller agrees to
pay, when due, up to fifty percent (50%) of any termination fee
incurred in terminating the National clearing agreement, but in
no event shall Seller be obligated to pay an amount in excess of
Fifty Thousand Dollars ($50,000.00) and Buyer agrees to pay the
balance of any termination fee not paid by the Seller.

4.3  Completion of Transactions. Provided the
following items have been completed as certified by Buyer,
Seller, and Yang on November 1, 1999, or such earlier or
later date as the parties hereto mutually agree in writing, the
Escrow Agent shall immediately release the Escrow proceeds and
documents to the respective parties (the Escrow Release
Date):



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Seller and Yang shall have delivered to Buyer a
	certificate of Seller signed by an executive officer of Seller
	and Yang to the effect that (i) the representations and
	warranties of Seller and Yang contained herein are true and
	correct as of the Escrow Release Date; and (ii) no material
	agreement, lease, commitment, or order, nor any material license,
	 permit or authorization material to the operation of the
	Business shall have been terminated or invalidated by action of
	the parties thereto, operation of law, judicial decree or any
	tribunal or governmental or self-regulatory authority having
	jurisdiction.
|
| | (b)  Buyer shall have delivered to Seller a certificate of
	Buyer signed by an executive officer of Buyer to the effect that
	the representations and warranties of Buyer contained herein are
	true and correct as of the Escrow Release Date.                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (c)  Sellers counsel shall have reaffirmed its opinion
	 delivered pursuant to Section 4.1(a)(3) hereof as of the
	Escrow Release Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (d)  Buyers counsel shall have reaffirmed its opinion
	delivered pursuant to Section 4.1(b)(2) hereof as of the
	Escrow Release Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| | ---------------------------------------------------------------------------------------------------------
| | (e)  Sellers registered representatives
	registrations shall have been transferred to Buyer.           
|
| | (f)  Sellers customer accounts and Customer Positions
	shall have been transferred and delivered to MJK.

In the event either party fails to deliver the requisite
certification described in this Section 4.3 on or before
November 5, 1999, the Escrow Agent shall promptly return the
 items, funds and documents deposited by each party hereto at
Closing pursuant to the terms of the Escrow Agreement.

Section 5.  Sellers and Yangs
Representations, Warranties and Covenants.

Seller and Yang represent, warrant and agree with Buyer or its
assigns as follows:

5.1  Due Organization. Seller is a corporation duly
organized, validly existing and in good standing under the laws
of the State of California, is duly qualified or authorized to do
 business in the State of California and in each other
jurisdiction where the nature of its business or the ownership of
 its properties requires such qualification and has the requisite
 power and authority to own the Assets, to carry on the business
of the Business as now being conducted, to execute and deliver
this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. Seller owns no
interest in any subsidiary except a 99% interest in MPAC Capital
Partners, L.P. a California limited partnership (a/k/a MPAC
Trading). Yang owns a 1% interest in MPAC Capital Partners, L.P.
and is its sole General Partner.

5.2  Authorization of Agreement. The execution and
delivery of this Agreement by Seller and the consummation by
Seller of the transactions contemplated hereby have been duly and
 validly authorized and approved by the Board of Directors and
the shareholders of Seller, and this Agreement constitutes, and
such other instruments to be made to consummate the transactions
hereby contemplated will constitute, valid and binding
obligations of Seller, each enforceable in accordance with their
respective terms.

5.3  No Conflict. Except for notices, filings,
authorizations, consents or approvals set forth in
Schedule 5.3, neither the execution, delivery and
performance nor compliance by Seller with the terms and
provisions hereof or of such other instruments will conflict with
 or result in a breach of any of the terms, conditions or
provisions of the Articles of Incorporation or Bylaws of Seller
or any statute, law, ordinance, regulation, rule (other than
statutes, laws, ordinances, regulations or rules applicable to
business enterprises generally, as to which Seller knows of no
such conflict or breach), judgment, order, injunction, decree,
writ or ruling of any court or other governmental authority to
which Seller is subject or of any agreement, contract or
restriction to which Seller is a party or to which it or any of
the Assets is subject or give to others any rights of termination
 or cancellation in or with respect to the Business or the
Assets.

5.4  Financial Statements.



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| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Seller has furnished to Buyer copies of the Balance
	Sheets and Statements of Operations with respect to the Business
	for Sellers fiscal years ended December 31, 1998 and
	1997 and for the six (6) month period ended June 30,
	1999 (the Financial Statements) which are true,
	correct and complete. The Financial Statements are (a) in
	accordance with the books and records of Seller, and
	(b) fair presentations of the financial condition of Seller
	as of the respective dates of the Financial Statements and the
	results of operations and changes in financial position for the
	respective periods then ended. The balance sheet of Seller at
	June 30, 1999 is referred to herein as the Balance
	Sheet and the date thereof as the Balance Sheet
	Date. Except for (a) liabilities reflected on the
	Balance Sheet, (b) liabilities arising in the ordinary
	course of business between the Balance Sheet Date and the Closing
	 Date, and (c) outstanding obligations of Seller under
	Business Leases and Agreements relating to performance by Seller
	after the Closing Date, there will exist on the Closing Date no
	liabilities of Seller, contingent or absolute, matured or
	unmatured.
|
| | (b)  Sellers Records are complete, true and correct in
	 all respects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

5.5  Events Subsequent to Balance Sheet Date. Except
as set forth in Schedule 5.5, since the Balance Sheet Date,
there has not been any:

24



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| |                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  transaction by Seller or any change in the business,
	results of operations, assets, financial condition or manner of
	conducting the business of Seller, other than transactions and
	changes in the ordinary course of business, none of which has had
	 a material adverse effect on such business, results of
	operations, assets or financial condition;                             
|
| | (b)  destruction of, or damage to, or loss of any asset of
	the Seller that has had or will likely have a material adverse
	effect on the Business (whether or not covered by insurance);                                                                                                                                                                                                      
|
| | (c)  change in accounting methods or practices by Seller;                                                                                                                                                                                                                                                                                                                                      
|
| | (d)  direct or indirect increase in the salary or other
	compensation payable or to become payable by Seller to any of its
	 officers, agents or employees except for regular salary
	increases, or the declaration, payment or commitment or
	obligation of any kind for the payment, by Seller of a bonus or
	other additional salary or compensation to any such person;                    
|
| | (e)  employment, bonus or deferred compensation agreement
	entered into between Seller and any of its officers, agents or
	employees nor any negotiation with, commitment to, or liability
	incurred in favor of, any labor organization;                                                                                                                                                      
|
| | (f)  sale or transfer of any asset of Seller having a fair
	market value in excess of Ten Thousand Dollars ($10,000.00);                                                                                                                                                                                                                                                                       
|
| | (g)  mortgage, pledge or other encumbrance of any of the
	Assets;                                                                                                                                                                                                                                                                                                                              
|
| | (h)  entering into, amendment or termination by Seller of
	any material contract, agreement, franchise, permit or license;                                                                                                                                                                                                                                                                     
|
| | (i)  waiver or release of any right or claim of Seller
	except in the ordinary course of business;                                                                                                                                                                                                                                                                                             
|
| | (j)  single capital expenditure by Seller exceeding Ten
	Thousand Dollars ($10,000.00), or any agreement not in the
	ordinary course of business requiring a payment by Seller in
	excess of Ten Thousand Dollars ($10,000.00);                                                                                                                                                                
|
| | (k)  direct or indirect redemption or other acquisition by
	Seller of any shares of capital stock of any class, or any
	declaration, setting aside, or payment of any dividend or other
	distribution in respect of capital stock of Seller of any class;                                                                                                                                      
|
| | (l)  option to purchase, or other right to acquire, stock of
	 any class of Seller granted by Seller to any person;                                                                                                                                                                                                                                                                            
|
| | (m)  issuance of shares of capital stock of any class by
	Seller;                                                                                                                                                                                                                                                                                                                              
|
| | (n)  indebtedness incurred by Seller for borrowed money or
	any commitment to borrow money entered into by Seller or any
	guarantee given by Seller;                                                                                                                                                                                                                                           
|
| | (o)  amendment to the Articles of Incorporation or Bylaws of
	 Seller;                                                                                                                                                                                                                                                                                                                         
|
| | (p)  prepayment of any indebtedness of Seller; or                                                                                                                                                                                                                                                                                                                                              
|
| | (q)  to the knowledge of Seller any other event or condition
	 of any character that has had a material adverse effect on the
	financial condition, results of operations or assets of the
	business of Seller or any other event or condition that will
	likely have a significant and adverse effect on the financial
	condition, results of operations or assets of the business of
	Seller.

25



---



5.6  General Intangibles. To the knowledge of Seller,
 the General Intangibles set forth in Schedule 1.1(c) are in
 full force and effect and constitute all general intangibles,
copyrights, trademarks, service marks, trade secret rights,
permits, licenses, authorizations, trade names, intangible
property or other similar rights of Seller which are used or
useful in the operation and conduct of the Business as conducted
on the date hereof. Except as set forth in Schedule 1.1(d),
the permits, licenses and authorizations included as a part of
General Intangibles are, and will be at the Escrow Release Date,
valid and existing permits, licenses and authorizations in every
respect for the purpose of operating the Business; Seller is not
in violation of any such permit, license or authorization.

5.7  Regulatory Compliance. Seller has timely filed
all reports required to be filed under the Securities Exchange
Act of 1934, state securities laws and the National Association
of Securities Dealers, Inc. and such reports are complete and
accurate in all material respects. Seller possesses broker-dealer
 licenses and is a member in good standing of the National
Association of Securities Dealers, Inc. and is registered or
licensed as a broker or dealer in all states in which it is
required to so register.

5.8  Furniture, Fixtures and Equipment. Except as set
 forth on Schedule 1.1(b), on the Escrow Release Date all
Furniture, Fixtures and Equipment will be in good working order
subject to normal wear and tear, sufficient to permit Buyer,
immediately following the Escrow Release Date, to operate and
conduct the Business as conducted on the date hereof and, to the
knowledge of Seller, free of any latent defects that would
materially adversely affect the Business.

5.9  Agreements.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Except for agreements related to the Excluded Assets,
	Schedule 5.9(a) contains a complete and accurate list, as of
	 the date hereof, of all agreements (other than customer account
	agreements, inventory, purchase commitments and customer orders)
	to which Seller is a party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (b)  Schedule 5.9(b) contains a complete and accurate
	list as of the date hereof of all pension, profit sharing,
	deferred compensation or employee benefit plans and all
	employment or collective bargaining agreements and all other
	agreements with employees of Seller. Schedule 5.9(b) also
	contains a complete and accurate list of all employees of the
	Business, including the name and position of each employee, the
	date on which each employee was employed by the Business, the
	date and amount of last increments of compensation of each
	salaried employee, the wage schedules for unsalaried employees
	for 1997 and 1998, the present compensation, including base
	compensation and incentive payments and perquisites, payable to
	each employee, and a schedule of the timing of payment of
	compensation to each employee.
|
| | (c)  Except as set forth on Schedule 5.9(c), the
	Business Leases and Agreements listed on Schedule 1.1(c)
	constitute valid and binding obligations of Seller and, to the
	knowledge of Seller, are in full force and effect as of the date
	hereof and, with the exception of agreements which (i) will
	have expired according to their terms, or (ii) are not
	material to the continued operation of the Business substantially
	 as operated on the date hereof and have been terminated by the
	mutual consent of the parties thereto in the ordinary course of
	business, will on the Closing Date constitute valid and binding
	obligations of Seller and the other party thereto and will be in
	full force and effect.                                                                                                                      
|
| | (d)  Seller is not in default nor has Seller received notice
	 that any other party is in default under any of Business Leases
	and Agreements and there has not occurred any event which
	(whether with or without notice, lapse of time or the occurrence
	of any other event) would constitute such a default by Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (e)  Except as set forth on Schedule 5.9(e), no consent
	 is required for the assignment of any of the Business Leases or
	Agreements to Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (f)  Except as set forth on Schedule 5.9(f), all of the
	 property subject to Business Leases and Agreements is in good
	operating condition and repair, subject to ordinary wear and
	tear.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5.10  Title to Assets. Except as set forth on
Schedule 5.10, Seller has good title to all of the Assets,
all free and clear of all liens, claims, pledges, encumbrances,
charges, taxes, imposts, levies, equities in third parties,
restrictions and defects of any kind.

26



---



5.11  No Litigation. Except as disclosed on
Schedule 5.11, there is no suit or action (legal, equitable,
 or administrative), claim, arbitration or other proceeding or
governmental investigation pending or, to the best of
Sellers knowledge, threatened, which would (i) have a
material adverse effect on Seller acting as a securities
broker/dealer under federal or state laws applicable to Seller,
or (ii) affect the title to or interest of Seller in any of
the Assets or the operation or conduct of the Business. Seller is
 not operating under or subject to any order, writ, injunction,
decree or judgment of any court or governmental authority. Except
 as disclosed on Schedule 5.11, Seller is not aware of any
pending or threatened dispute with any of its agents, customers,
suppliers, employees or independent contractors.

5.12  Brokers or Finders Fees. No agent,
broker, investment banker, or other person or firm acting on
behalf of Seller or under its authority is or will be entitled to
 any brokers or finders fee or any other commission
or similar fee, directly or indirectly, in connection with the
transactions contemplated by this Agreement.

5.13  Violation of Laws. Seller has not received any
notice of, and has no knowledge of any existing facts or
conditions which will result in, any violations of any statute,
law, ordinance, rule, regulation, order, writ, injunction,
judgment or decree of any governmental authorities (federal,
state, local or otherwise) and the conduct of the Business by
Seller as conducted in the past, as presently conducted and as
will be conducted on the Escrow Release Date does not and will
not on the Escrow Release Date constitute such a violation as
will have a material adverse effect on the Business. To
Sellers knowledge, no employee, agent, representative or
other person acting on the authority of Seller has paid or
received any bribe or unlawful payment of money or other thing of
 value, or furnished or been given any other unlawful inducement
to or from any person, business association or governmental
entity in the United States or elsewhere in connection with or in
 furtherance of the business of Seller and Sellers business
 is not in any manner dependent upon the making or receipt of
such payment, discounts or other inducements.

5.14  Tax Reports, Returns and Payment.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Except as disclosed in Schedule 5.14(a), Seller
	has accurately prepared and timely filed all federal and
	applicable state, local, and foreign tax or assessment reports
	and returns of every kind required to be filed by Seller with
	relation to the Business or the Assets, including, without
	limitation, income tax, sales and use tax, personal property tax
	and unemployment tax, and has duly paid all taxes and other
	charges (including interest and penalties) due to or claimed to
	be due by any taxing authorities. Where required, timely
	estimated payments or installment payments of tax liabilities
	have been made to all governmental agencies in amounts sufficient
	 to avoid underpayment penalties or late payment penalties
	applicable thereto.
|
| | (b)  Except as disclosed in Schedule 5.14(b) hereto,
	the provisions for taxes shown in the Financial Statements are
	and will be adequate to cover the aggregate liability of Seller
	as of the Escrow Release Date for all taxes, duties and charges
	based on the income, purchases, sales, business, capital stock or
	 surplus, or assets of Seller relating to the Business.                                                                                                                                                                                                                                                                                                                                                                                                    

5.15  Insurance. Attached hereto as
Schedule 5.15 is a list or brief description of each policy
of property, casualty, liability, product liability, life,
workers compensation and other forms of insurance of any kind
owned or held by Seller. All such policies (i) are in full
force and effect; (ii) are valid, outstanding and
enforceable; and (iii) provide that they will remain in full
 force and effect through the respective dates shown on
Schedule 5.15. Seller will use reasonable business efforts
to maintain or cause to be maintained such insurance in force
until the Escrow Release Date hereunder and, if Sellers
reasonable business efforts do not result in such insurance being
 maintained in force, Seller promptly will give notice to such
effect to Buyer. Except as set forth in Schedule 5.15, no
insurance policy carried by Seller requires or allows
retrospective changes in the charges for premiums therefor.

5.16  Employee Plans. Except as reflected on
Schedule 5.16, there are no collective bargaining
agreements, no deferred compensation, bonus, pension, profit
sharing, retirement or other employee benefit plans or
arrangements presently in force with respect to the employees of
the Business, whether sponsored by Seller or any affiliate of
Seller, and neither Seller nor any affiliate of Seller has any
commitment to create any such plans with respect to the employees
 of the Business. Seller has complied in all material respects
and is in material compliance with all laws and regulations
relating to employment of labor. Schedule 5.16 describes all
 personnel brochures or handbooks delivered to employees of
Seller or in effect since January 1, 1996. Except as set
forth in Schedule 5.16, there are no employee benefit
plans or employee welfare plans (collectively,
the Plans) as such terms are defined in the Employee
Retirement Income Security Act of

27



---



1974 (ERISA) maintained by Seller or any affiliate
under which Seller has any liability, other than those described
or referred to in Schedule 5.16. No Plan or trust with
respect to which there may be termination liability or premiums
due ERISA, under which there may be a payment or penalty payable
to the Pension Benefit Guaranty Corporation (PBGC) or
 under which there may otherwise be a liability for which Buyer
may have direct or indirect responsibility has been completely or
 partially terminated since September 1, 1974. Except as set
 forth in Schedule 5.16, all Plans and any trust forming a
part thereof which are subject to ERISA and with respect to which
 Buyer may have any liability under ERISA or other direct or
indirect responsibility, as successor employer or otherwise, are
and have been administered in compliance with ERISA; no
reportable event, as such term is used in ERISA, has
heretofore occurred with respect to any Plan; no fact or
circumstance exists that might cause the PBGC to seek to
terminate any Plan pursuant to ERISA; and no person has
participated in any prohibited transaction (as
defined in Section 406 of ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended) that could subject
Seller or any affiliate or any trustee, administrator or other
fiduciary to any tax, penalty or liability. The aggregate present
 value of all projected benefit obligations, whether vested or
not, under those Plans that are employee pension benefit plans
subject to Title IV of ERISA do not exceed the value of the
assets of such Plans allocable to such vested and non-vested
projected benefit obligations. None of the Plans is a
multiemployer plan as defined in ERISA. None of the Plans subject
 to Section 412 of the Code or any trust established in
connection therewith has incurred any accumulated funding
deficiency, as such term is defined in Section 412 of
the Code, whether or not waived, since the effective date of
Section 412. Except as set forth on Schedule 5.16, no
severance pay or similar termination compensation is owed to any
past or present employee of Seller for services rendered prior to
 the date hereof.

5.17  Labor Relations. Except as set forth in
Schedule 5.17, Seller knows of no activities of any labor
union or representative thereof to organize any employees of
Seller, and there are no strikes, work stoppages, grievance
proceedings or other controversies pending or, to Sellers
knowledge, threatened between Seller and any employees of Seller.

5.18  Accuracy of Information. No information set
forth in any schedule, exhibit or any written information
provided to Buyer pursuant to the requirements of this Agreement
or the Escrow Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary to make
 the statements contained therein not misleading. Seller has not
withheld from Buyer any facts which materially and adversely
affect the property or the prospects, profits or conditions
(financial or otherwise) of the Business. No representation in
this Article contains any untrue statement of a material fact or
omits to state any material fact the omission of which would be
misleading.

5.19  Political Contributions. Neither Seller nor any
 of its employees, affiliates or political action committees
controlled by it or its affiliates has made any political
contributions or engaged in any activity as described in
Municipal Securities Rulemaking Board Rule G-37, as amended,
 which would cause the disqualification of Seller from engaging
in the municipal securities business with an issuer pursuant to
the terms of such Rule and Seller has kept all appropriate
records as required by such Rule.

5.20  Representations and Warranties at Closing. All
representations and warranties of Seller contained in this
Agreement (including the Schedules hereto) shall be true, correct
 and complete on the Escrow Release Date as if made again on the
Escrow Release Date.

Section 6.  Buyers Representations,
Warranties and Covenants. Buyer represents, warrants and
covenants to Seller and Yang as follows:

6.1  Due Incorporation. Buyer is a Nevada corporation
 duly organized, validly existing and in good standing under the
laws of the State of Nevada; has the corporate power and
authority to own and lease the properties presently owned or
leased by it and to conduct its business as presently conducted
and as proposed to be conducted upon the acquisition of the
Assets.

6.2  Authorization of Agreement. The execution,
delivery and performance of this Agreement have been duly and
validly authorized and approved by all necessary corporate action
 on behalf of Buyer, including without limitation Buyers
Board of Directors and, if required, shareholders. Buyer has the
corporate power and authority to execute, deliver and perform
this Agreement and such other agreements necessary to consummate
the transactions hereby contemplated and this Agreement
constitutes, and such other agreements will constitute, the valid
 and binding obligations of Buyer, each enforceable in accordance
 with their respective terms.

28



---



6.3  No Conflict. Except as provided for in
Schedule 6.3, no filings, authorizations, consents or
approvals are required for Buyers consummation of the
transactions contemplated hereby and the execution, delivery and
performance of the other instruments to be made by Buyer in
connection therewith. Neither such execution, delivery and
performance nor compliance by Buyer with the terms and provisions
 hereof or of such other instruments will conflict with or result
 in a breach of any of the terms, conditions or provisions of the
 Articles of Incorporation or Bylaws of Buyer or any statute,
law, ordinance, regulation, rule, judgment, order, injunction,
decree, writ or ruling of any court or other governmental
authority to which Buyer is subject or of any agreement, contract
 or restriction to which Buyer is a party or to which it is
subject or will constitute a material default hereunder.

6.4  Brokers or Finders Fees. No agent,
broker, investment bank or other person or firm acting on behalf
of Buyer or under its authority is or will be entitled to any
brokers or finders fee or any other commission or
similar fee, directly or indirectly, or in connection with the
transactions contemplated by this Agreement.

6.5  Maintenance of Books and Records. Buyer hereby
agrees that it shall maintain for a period of at least three
(3) years from the Escrow Release Date or longer if required
 by applicable laws or regulations, copies of the Records after
the Escrow Release Date at a location in the Twin Cities
metropolitan area and shall provide Seller access thereto and the
 right to make copies thereof, upon reasonable notice and at
reasonable times, for any reasonable business purpose that Seller
 may request. If, at any time during the ninety (90) day
period immediately preceding the third anniversary of the Escrow
Release Date, or after such period if any copies of the Records
are still maintained by Buyer, Seller gives Buyer notice that
Seller desires to maintain certain specifically identified
Records for a specified good reason (which will be evaluated by
Buyer reasonably), Buyer agrees to refrain from destroying such
Records so long as Seller removes them from Buyers location
 within ten (10) business days after Buyers request that
Seller do so.

6.6  Regulatory Compliance. Buyer is a member in good
 standing of the National Association of Securities Dealers, Inc.
 and is registered or licensed as a broker or dealer in all
states in which Buyer is required to be registered. Except as
disclosed in Schedule 6.6, Buyer is not aware of any suit or
 action (legal equitable or administrative) claim, arbitration or
 other proceeding or governmental investigation pending or, to
the best of Buyers knowledge threatened, which would have a
 material adverse effect on Buyers continued good standing
as a securities broker/dealer under federal and state laws
applicable to Buyer.

6.7  Accuracy of Information. No information set
forth in any schedule or exhibit or any written information
provided by Buyer pursuant to the requirements of this Agreement
or the Escrow Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary to make
 the statements contained therein not misleading. No
representation in this Article contains any untrue statement of a
 material fact or omits to state any material fact, the omission
of which would be misleading.

6.8  Political Contributions. Neither Buyer nor any
of its employees, affiliates or political action committees
controlled by it or its affiliates has made any political
contributions or engaged in any activity as described in
Municipal Securities Rulemaking Board Rule G-37, as amended,
 which would cause the disqualification of Buyer from engaging in
 the municipal securities business with an issuer pursuant to the
 terms of such Rule and Buyer has kept all appropriate records as
 required by such Rule.

6.9  Representations and Warranties at Closing. All
representations and warranties of Buyer contained in this
Agreement (including the Schedules hereto) shall be true,
complete and correct on the Escrow Release Date as if made again
on the Escrow Release Date.

Section 7.  Affirmative Covenants of Seller and
Yang.

Between the date of this Agreement and the Escrow Release Date,
Seller and Yang will:

7.1  Ordinary Course of Business. Except as otherwise
 specifically provided herein, until the Escrow Release Date,
maintain Sellers ordinary and customary operating,
marketing, promotional, sales and advertising practices,
policies, procedures, operations and activities consistent with
Sellers past practices in prior years for the same time
periods (including, but not limited to, expenditures for capital
improvements and expenditures for advertising) all in substantial
 conformity with all applicable laws, ordinances, regulations,
rules and orders. All accounts payable of the Seller have been

29



---



and will continue to be, until the Escrow Release Date, paid in
accordance with prior customary practice (including, without
limitation, timing).

7.2  Reasonable Business Efforts. Use their
reasonable business efforts to preserve the Business intact and
to preserve the goodwill and business of its customers, and
others having business relations with Seller, and continue to
conduct the financial operations of Seller, including its credit
and collection policies, with the same effort, to substantially
the same extent and in substantially the same manner as in the
prior conduct of the Business.

7.3  Access. Upon reasonable notice to Seller,
provide Buyer and representatives of Buyer with reasonable
access, during normal business hours, to the Business, its
employees and the properties, titles, contracts, books, files,
logs, records, personnel data and affairs of the Business, and
furnish such additional existing information concerning the
Business as Buyer may from time to time reasonably request. The
Buyer shall be entitled to reasonable inspection of the Business,
 the Assets, the operation thereof, and to notice of any
developments which are not in the ordinary course of business, it
 being understood, however, that in connection with such
inspection, Buyer shall give no instructions to employees of the
Seller or make any announcements implying that Buyer controls or
operates the Business prior to the Escrow Release Date.

7.4  Maintenance. Maintain the Assets in their
present condition, repair and order, reasonable wear and tear
from ordinary usage excepted.

7.5  Books and Records. Maintain the books, accounts
and records of the Business in the usual and ordinary manner and
deliver to Buyer copies of any information concerning the
operations or financial condition of the Business as Buyer may
from time to time reasonably request and which is prepared by
Seller or caused by Seller to be prepared in the ordinary course.
 Promptly upon their being available, Seller will provide to
Buyer balance sheets and profit and loss statements with respect
to the Business for each month subsequent to the Balance Sheet
Date, and prior to the Escrow Release Date and, with respect to
each such balance sheet and profit and loss statement, the
representations set forth in Section 5.4 will be applicable.

7.6  Taxes. Pay or cause to be paid or provided for,
as and when due and payable, all income, property, sales, use,
franchise, excise, social security, withholding, workers
compensation and unemployment insurance taxes and all other taxes
 of or relating to the Business, the Assets and employees of the
Business, required to be paid to city, county, state, federal and
 other governmental units through and including the Escrow
Release Date.

7.7  Schedules. At least five (5) days prior to
the Escrow Release Date, Seller shall deliver to Buyer a list of
any and all amendments to the Schedules necessary to update the
Schedules from and after the date hereof; Seller shall
continually update such list from such time through and to the
Escrow Release Date. If (a) Seller delivers to Buyer any
amendment to a Schedule which amendment contains information that
 Buyer determines in its sole discretion could have a material
adverse impact on the assets or the operation of the Business,
and (b) Buyer and Seller cannot agree on an adjustment of
the Purchase Price, then the Buyer shall have an absolute right
to fail to provide any certificate to the Escrow Agent on
September 13, 1999.

Section 8.  Negative Covenants of Seller.

Between the date hereof and completion of the deliveries
contemplated by the Escrow Agreement, except as contemplated by
this Agreement, Seller and Yang will not, without the prior
written consent of Buyer, which consent shall not be unreasonably
 withheld:

8.1  Employees. With respect to employees of the
Business, enter into any agreements with employees, increase the
compensation or bonuses payable to or to become payable by Seller
 to any of the employees or effect any changes in the management,
 personnel policies, commission structure or employee benefits.

8.2  Liens. Create, assume or permit to exist any new
 mortgage, deed of trust or pledge, or further subject to any
lien or encumbrance any of the Assets, except as may be permitted
 under loan agreements of Seller as to which all indebtedness
will be paid in full at or prior to the Escrow Release Date.

30



---



8.3  Sale of Assets. Except as set forth in
Schedule 8.3 or as otherwise permitted herein, sell, assign,
 lease or otherwise transfer or dispose of any of the Assets,
whether now owned or hereafter acquired, and except for
dispositions in the normal and usual course of business.

8.4  Contracts.



| |                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Enter into any material contract, agreement or
	understanding except in the usual and ordinary course of business
	 in accordance with the normal business practices of the
	Business;
|
| | (b)  Renegotiate, modify, amend or terminate any agreements
	listed on Schedule 1.1(c) or 1.1(d).                                                                                          
|
| | (c)  Take any of the other actions described in clauses
	(c) through (p) of Section 5.9.                                                                                                   

8.5  Negotiations with Others. Directly or
indirectly, encourage, solicit, initiate or participate in
discussions or negotiations with, or provide any information to,
any individual, corporation, partnership, entity or group
concerning any merger, sale of substantial assets, sale of shares
 of capital stock of Seller, or similar transaction involving
Seller other than Buyer.

Section 9.  Survival of Representations: Rights
of Indemnification.

9.1  Survival of Representations. All
representations, warranties, covenants, agreements and
indemnities made by any party to this Agreement herein and in any
 certificate delivered pursuant hereto at the Closing shall also
be deemed made on and as of the Escrow Release Date as though
such representations, warranties, covenants, agreements and
indemnities were made on and as of such date, and all such
representations, warranties, covenants, agreements and
indemnities shall survive completion of the transactions
contemplated herein, shall be deemed to have been relied upon and
 shall not be affected by any investigation, audit or inspection
at any time made by or on behalf of any party hereto, the
knowledge of any of such party or parties or its or their
officers, directors, shareholders, employers or agents or the
acceptance by said party or parties of any certificate or
opinion.

9.2  Indemnification of Buyer. Seller and Yang hereby
 agree to indemnify, defend and hold Buyer, its successors and
assigns, harmless from and against:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Any and all claims, liabilities, costs, expenses,
	losses and obligations of every kind and description, contingent
	or otherwise (collectively, Damages), arising from or
	 related to the Assets or operation of the Business prior to the
	Escrow Release Date including, but not limited to, any and all
	Damages arising or required to be performed prior to the Escrow
	Release Date under any contract or instrument assumed by Buyer
	hereunder and any violation or alleged violation of any rule or
	regulation of any federal, state, local or self-regulatory or
	administrative body, including rules regarding the employment of
	labor and equal employment opportunity;
|
| | (b)  Damages of Buyer relating to liabilities of Seller not
	expressly assumed by Buyer pursuant to this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (c)  Damages resulting from any misrepresentations, breach
	of warranty, or nonfulfillment of any agreement on the part of
	Seller or Yang under this Agreement, or from any
	misrepresentation in or omission from (necessary to make such
	certificate true) any certificate, schedule, exhibit or other
	instrument furnished to Buyer pursuant to this Agreement or in
	connection with any of the transactions contemplated hereby;                                                                                                                                                                                                                                                       
|
| | (d)  Any and all Damages, assessments and judgments incurred
	 by Buyer or its assigns as a result of Sellers or
	Yangs failure or refusal to defend any actions, suits or
	proceedings by third parties due to any third party claim
	incident to, or otherwise comply with, any of the foregoing
	provisions.                                                                                                                                                                                                                                                                                                                                                                              

9.3  Indemnification of Seller and Yang. Buyer hereby
 agrees to indemnify and hold Seller and Yang and its successors
and assigns harmless from and against:

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| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  Damages arising from or related to the Assets or
	operation of the Business subsequent to the Escrow Release Date
	including, but not limited to, any and all claims, liabilities
	and obligations arising or required to be performed subsequent to
	 Escrow Release Date relating to the Assumed Liabilities;                                                
|
| | (b)  Damages resulting from any misrepresentations, breach
	of warranty, non-fulfillment of any agreement on the part of
	Buyer under this Agreement or from any misrepresentation in or
	omission from any certificate or other instrument furnished to
	Seller pursuant to this Agreement, or in connection with any of
	the transactions contemplated hereby; and
|
| | (c)  Any and all Damages, assessments and judgments incurred
	 by Seller as the result of Buyers failure or refusal to
	defend any actions, suits or proceedings by third parties due to
	any third party claim incident to, or otherwise comply with, any
	of the foregoing provisions.                                                                           

9.4  Limitations. An Indemnitee shall not make any
claim for indemnification with respect to any item of Damages
until the aggregate amount of Damages suffered by such Indemnitee
 shall exceed $5,000, at which time such Indemnitee shall be
entitled to indemnification for all Damages, but in no event
shall a party against whom indemnification is sought
(Indemnitor) be liable for Damages in a cumulative
total in excess of $1,000,000.

9.5  Procedure. In order for an Indemnitor to be
fully informed at all times concerning its possible obligations
to give indemnity to the claimant thereof under the provisions of
 this Section 11 (the Indemnitee) and to permit
the amounts thereof to be minimized, if the Indemnitee suffers or
 is threatened with or incurs any loss, damage or expense for
which it would be entitled to be indemnified, the Indemnitee
shall promptly give notice to Indemnitor after obtaining
knowledge of any claim and, if such indemnity shall arise from
the claim of a third party, shall permit Indemnitor to assume the
 defense of any such claim or any litigation resulting from such
claim, provided that Indemnitee shall not be required to permit
Indemnitor to assume the defense of any third party claim which
if not first paid, discharged or otherwise complied with would
result in an interruption or cessation of the conduct or
operation of the Business or any material part thereof or
otherwise materially adversely affect the Business or the Assets.
 Failure by Indemnitor to notify the Indemnitee of its election
to defend any such claim or action by a third party within ten
(10) days after notice thereof (accompanied by the
information required by this Section) shall have been given to
Indemnitor, shall be deemed a waiver by Indemnitor of its right
to defend such claim or action.

9.6  Obligations of Indemnitor. If Indemnitor assumes
 the defense of such claim by a third party or litigation
resulting therefrom, the obligations of Indemnitor hereunder as
to such claim shall include taking all steps necessary in the
defense or settlement of such claim or litigation resulting
therefrom, including the retention of counsel reasonably
satisfactory to the Indemnitee, and holding the Indemnitee
harmless from and against any and all claims caused by or arising
 out of any settlement approved by Indemnitor or any judgment in
connection with such claim or litigation resulting therefrom.
Without the prior written consent of the Indemnitee, Indemnitor
shall not, in the defense of such claim or any litigation,
consent to the entry of any judgment or enter into any settlement
 which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to the Indemnitee of a
release, in form reasonably satisfactory to the Indemnitee, from
all liability in respect of such claim or litigation.
Notwithstanding the foregoing, the Indemnitee will be entitled to
 participate in the defense of such claim or litigation at its
own expense. If the defendants in any such action include both
the Indemnitee and Indemnitor and the Indemnitee shall have
reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties which are different from
or additional to those available to the Indemnitor, the
Indemnitee shall have the right, at the expense of Indemnitor, to
 select separate counsel to assume such legal defenses, and to
otherwise participate in the defense of such action, on behalf of
 Indemnitee.

9.7  Failure to Assume. If Indemnitor does not assume
 the defense of any such claim by a third party or litigation
resulting therefrom, the Indemnitee may defend against such claim
 or litigation in such manner as it deems appropriate and the
Indemnitee may settle such claim or litigation on such terms as
it deems appropriate and Indemnitor shall, in accordance with the
 provisions of this Section 9.7, reimburse the Indemnitee
for the amount of such settlement and for all losses and expenses
 incurred by Indemnitee in connection with the defense against or
 settlement of such claim or litigation.

9.8  Cooperation. Each party will cooperate with the
other in resolving or attempting to resolve any claim and will
permit the other party access to all books and records which
might be useful for such purpose, during normal business

32



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hours and at the place where the same are normally kept, with
full right to make copies thereof or extracts therefrom at the
cost of the copying party.

9.9  Tax and Insurance Benefit. Any amount
recoverable by an Indemnitee pursuant to this Section 9
shall be reduced by any tax savings realized and insurance
proceeds received by such Indemnitee in respect of the Damages
asserted after taking into account any tax cost that will result
to such Indemnitee on account of receipt of the indemnification
payment or future increase in insurance premiums that will result
 from the event giving rise to the indemnification payment.

9.10  Limitation as to Time. Except for Damages
resulting to an Indemnitee on account of a claim against the
Indemnitee by a third party (other than governmental claims
relating to periods after the Escrow Release Date) as to which
there shall be no limitation, no claim for indemnification shall
be initiated hereunder after the end of the two (2) years
following the Escrow Release Date. Any claim for indemnification
asserted on or prior to the end of the applicable limitation
period specified in the preceding sentence shall continue to be
subject to indemnification in accordance with this Agreement.

Section 10.  Risk of Loss.

The risk of any loss, damage or destruction to any of the Assets
from fire or other casualty or loss shall be borne by Seller at
all times prior to the Escrow Release Date. Upon the occurrence
of any material loss or damage to any of the Assets as a result
of fire, casualty, or other causes prior to the Escrow Release
Date, Seller shall notify Buyer thereof in writing immediately
stating with particularity the extent of the loss or damage
incurred, the cause of damage, if known, and the extent to which
restoration, replacement and repair of the Assets lost or
destroyed will be reimbursed under any insurance policy with
respect thereto. Provided Seller has not repaired, restored or
replaced the damaged Assets by the Escrow Release Date, and
provided Buyer is not then in default hereunder, Buyer shall have
 the option (but not the obligation) exercisable on the Escrow
Release Date to either:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  terminate the Escrow Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (b)  postpone the Escrow Release Date until such time as the
	 property has been completely repaired, replaced or restored; or                                                                                                                                                                                                                                                                                                                                                        
|
| | (c)  elect to consummate completion of the transactions
	contemplated herein and accept the property in its
	then condition, in which event Seller shall assign to
	 Buyer all rights under any insurance claim covering the loss and
	 pay over to the Buyer any proceeds under any such insurance
	policy theretofore received by Seller with respect thereto;
	provided however, the proceeds of any business interruption
	insurance shall be prorated between Buyer and Seller.

In the event that prior to the Escrow Release Date the Assets
shall suffer an uninsured loss or damage to the extent of more
than Four Hundred Thousand Dollars ($400,000.00), Seller shall
have the option, exercisable at any time within ten
(10) business days after the occurrence of such loss or
damage, to terminate the Escrow Agreement by written notice to
such effect to Buyer; provided, however, that no such termination
 shall be effective if, within twenty (20) business days
after receipt of a notice of termination, Buyer elects to
consummate completion of the transactions contemplated herein
pursuant to the terms of this Agreement and accept the Property
in its then condition, in which event Seller shall
assign to Buyer all rights under any insurance claim covering any
 loss and pay over to Buyer any proceeds of any such insurance
policy theretofore or thereafter received by Seller with respect
thereto (except that the proceeds of any business interruption
insurance shall be prorated between Buyer and Seller). In the
event Seller elects to terminate the Escrow Agreement and Buyer
then elects to consummate completion of the transactions
contemplated herein, as provided in the previous sentence, within
 thirty (30) business days prior to the Escrow Release Date,
 the Closing shall be postponed until the end of said thirty
business day period.

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Section 11.  Confidentiality.

11.1  Confidential Information of Seller. If, for any
 reason, the transactions contemplated by this Agreement or the
Escrow Agreement are not consummated, Buyer shall not disclose to
 third parties or otherwise use any confidential information
received from Seller in the course of investigating, negotiating,
 and performing the transactions contemplated by this Agreement
or the Escrow Agreement; provided, however, that nothing shall be
 deemed to be confidential information which:



| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | (a)  is known to Buyer at the time of disclosure by Seller;                                                         
|
| | (b)  becomes publicly known or available without the
	disclosure thereof by Buyer in violation of this Agreement; or
|
| | (c)  is rightfully received by Buyer from a third party.                                                            

11.2  Confidential Information of Buyer. If, for any
reason, the transactions contemplated by this Agreement or the
Escrow Agreement are not consummated, Seller shall not disclose
to third parties or otherwise use any confidential information
received from Buyer in the course of investigating, negotiating,
and performing the transactions contemplated by this Agreement or
 the Escrow Agreement; provided, however, that nothing shall be
deemed to be confidential information which:



| |                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------
| | (a)  is known to Seller at the time of disclosure by Buyer;                                                          
|
| | (b)  becomes publicly known or available without the
	disclosure thereof by Seller in violation of this Agreement; or
|
| | (c)  is rightfully received by Seller from a third party.                                                            

Section 12.  Miscellaneous.

12.1  Assignment, Successors, Assigns, Etc.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)  This Agreement shall be binding upon and shall inure to
	 the benefit of the parties hereto and their respective
	successors and assigns.                                                                                                                                                                                                                                                                                                                                 
|
| | (b)  Each of the parties hereto acknowledge and agree that
	Buyer may assign its rights hereunder or under the Escrow
	Agreement to any affiliate of Buyer, but in no event shall any
	such assignment operate to release Buyer from any obligation or
	liability under this Agreement. The parties further acknowledge
	and agree that all representations, warranties and covenants made
	 herein by Seller and Yang are for the benefit of Buyer and any
	assignee of Buyer.
|
| | (c)  Except for such successors and assigns, it is
	understood that the benefits of this Agreement and the Escrow
	Agreement shall inure solely to the parties hereto and no third
	party shall be a beneficiary hereof, whether by implication, law
	or otherwise.                                                                                                                                                                                                            

12.2  Construction. This Agreement shall be construed
 and enforced in accordance with the laws of the State of
Minnesota. This Agreement (and the Schedules and Exhibits
attached hereto, and the agreements, instruments and other
documents to be delivered pursuant hereto), supersedes all prior
agreements between the parties hereto with respect to the subject
 matter hereof and constitutes the entire agreement between the
parties hereto relating to the subject matter hereof. No waiver
by any party of any provision hereof shall be effective unless in
 writing. No waiver of any one occurrence shall be deemed a
waiver of any other or similar occurrence unless specifically
waived in writing.

12.3  Counterparts. This Agreement may be executed in
 any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.

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12.4  Notices. All notices, requests and other
communications from any of the parties hereto to the other shall
be (a) in writing, (b) delivered by hand or by telefax
(with confirming copy delivered by mail) or by prepaid overnight
courier service for delivery to the officer of Buyer or Seller
identified below, (c) deemed to have been given on the date
of delivery to such corporate officer, which in the case of
overnight courier service shall be as set forth in the records of
 the courier service, and (d) addressed as follows:

(i)

If to the Seller to:


M-One Investment Securities, Inc.





With a copy to:

Joseph G. Mason, Esq







(ii)

If to the Buyer to:


Stockwalk.com, Inc.







With a copy to:

Philip T. Colton, Esq









If to Yang to:


William Yang





With a copy to:

Joseph G. Mason, Esq.







12.5  Successor Employer. If requested by Buyer,
Seller agrees to cooperate fully with Buyer to allow Buyer to be
treated as a successor employer (as defined in the
Internal Revenue Code and regulations thereunder) for purposes of
 federal unemployment and FICA taxes.

12.6  Survival and Further Assurances. All covenants,
 representations, warranties and indemnities made herein shall
survive the Escrow Release Date. Seller shall, from time to time,
 at the request of Buyer and without further consideration,
execute and deliver such instruments of transfer, conveyance and
assignment in addition to those delivered pursuant to
Section 4 hereof, and take such other action as Buyer may
reasonably require to more effectively transfer, convey, assign
to and vest in Buyer and to put Buyer in possession of any asset
or property to be transferred, conveyed, assigned and delivered
hereunder to Buyer by Seller or otherwise to effect the
transactions contemplated hereby and the provisions hereof. Buyer
 agrees to execute and file or deliver any and all additional
documents or instruments as reasonably requested by Seller which
are necessary or appropriate to consummate the transactions
contemplated hereby.

12.7  Attorneys Fees. In the event of any
dispute hereunder between the parties hereto, the party
prevailing in any litigation or arbitration instituted hereunder
shall be entitled to recover from the other its costs and
expenses thereof, including, specifically, its reasonable
attorneys fees.

12.8  Knowledge. Knowledge, as used in this Agreement
 or the instruments, certificates, schedules, exhibits or other
documents required under this Agreement, means actual knowledge
of a fact or constructive knowledge that a reasonably prudent
person in a like position would have known or should have known,
the fact.

35



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12.9  Publicity. Seller and Buyer each represent and
warrant that it will make no announcement to public officials or
the press in any way relating to the transactions described
herein without the prior written consent of all parties.

IN WITNESS WHEREOF, the parties hereto have caused these presents
 to be executed as of the day and year first above written.



| |                                  
| | ---------------------------------
| | M-ONE INVESTMENT SECURITIES, INC.



| |     |                 
| | --- | ----------------
| | By: | /s/ WILLIAM YANG

| |                                           
| | ------------------------------------------
| |                                           
| | Its: President and Chief Executive Officer
|
| | STOCKWALK.COM, INC.                       



| |     |                   
| | --- | ------------------
| | By: | /s/ RANDY NITZSCHE

| |                              
| | -----------------------------
| |                              
| | Its: Executive Vice President

Exhibits/Schedules Omitted

Escrow Agreement

































|                 |  |                                     
|---------------- |  | ------------------------------------
|Schedule  1.1(b) |  |  Furniture, Fixtures, and Equipment
|Schedule  1.1(c) |  |  Business Losses & agreements      
|Schedule  1.1(d) |  |  General Intangibles               
|Schedule 1.2     |  |  Excluded Assets                   
|Schedule 2       |  |  Assumed Liabilities               
|Schedule 5.3     |  |  Consents of Approvals             
|Schedule 5.5     |  |  Subsequent Events                 
|Schedule  5.9(a) |  |  Agreements                        
|Schedule  5.9(e) |  |  Consents to Assignments           
|Schedule 5.15    |  |  Insurance                         

A copy of the omitted exhibits / schedules will be provided upon
request

36