SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10KSB

                            Annual Report Pursuant to
                       The Securities Exchange Act of 1934

 For the Fiscal Year Ended December 31, 2001 Commission file number: 000-28711

                                 CIK: 0001076044

                                MIND2MARKET, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)



      Colorado                                                 (84-1361341)
      --------                                                 ------------
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization                            Identification No.)


777 S. Wadsworth Blvd., #B1-200, Lakewood, CO  80226
-----------------------------------------------------
(Address of principal executive offices)    (Zip Code)

                                 (303) 989-9936
                                 --------------


Registrant's telephone number, including area code

Securities Registered to be Pursuant to Section 12(b) of the Act:

NONE

Securities Registered to be Pursuant to Section 12(g) of the Act

COMMON STOCK $.0001 PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.

Yes X No

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. X

State issuer's revenues for its most recent fiscal year: $0

Transitional Small Business Disclosure Format:

Yes No X

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2001: $1,368,438

Number of outstanding  shares of the  registrant's  common stock, as of December
31, 2001: 34,866,457.


<PAGE>




                                TABLE OF CONTENTS

                                                                            PAGE
PART I

ITEM
1. Business...............................................................   1
2. Properties.............................................................   5
3. Legal Proceedings......................................................   6
4. Submission of Matters to a Vote of Security Holders....................   6

PART II

5. Market for Registrant's Common Equity and Related Stockholder Matters...  6
6. Management's Discussion and Analysis of Financial Condition and
   Results of Operations...................................................  6
7. Financial Statements and Supplementary Data.............................  8
8. Changes in and Disagreements with Accountants on Accounting and
   Financial Disclosure....................................................  8

PART III

9. Directors and Executive Officers of the Registrant......................  8
10. Executive Compensation.................................................  11
11. Security Ownership of Certain Beneficial Owners and Management.........  15
12. Certain Relationships and Related Transactions.........................  18

PART IV

13. Exhibits, Financial Statement Schedules and Reports on Form 8-K........  20

Signature page.............................................................  21



<PAGE>



ITEM 1. BUSINESS

HISTORY

The Company was formed as a Colorado Corporation in 1996 as NELX Marketing, Inc.
It was formed as a wholly owned subsidiary corporation of NELX, Inc. It received
limited capital of $11,500 from NELX, Inc. In October,  1996,  NELX, Inc. agreed
to divest the company.  NELX  Marketing,  Inc.  changed its name to Mind2Market,
Inc. concurrent with the separation from NELX, Inc.


PRODUCTS DESCRIPTION

The initial proposed products to be marketed were a Radar Beacon and the
AeroLink distress signals device. These products were conceived and patented by
RadarFind, Inc. of Denver, Colorado. Radarfind, Inc. completed the initial
development and testing of the aerodynamic balloon products for the outdoor land
and marine markets and subsequently conveyed manufacturing and marketing rights
to the company. The balloon in the products has a unique design which enables it
to sustain its upward flight in very high winds. There are no other balloon
products available capable of this flight performance. RadarFind, Inc. obtained
patents and Mind2Market has licensed all development rights on the products
under the manufacturing and marketing agreement. Due to the inability to raise
sufficient capital or to achieve sales to put the product designs in production,
the effort to pursue these products was put on hold and the rights to develop
and market them was eventually licensed to a non-affliliated company in October
2001.

BUSINESS

As a new business direction and endeavor on August 19, 2000, the Company entered
into an Agreement to acquire the rights to state of the art technology from
Global Network Media, Inc, which provides the capability of marketing and
distributing music over the Internet, while at the same time offering
accountability and copyright protection. The process protects the copyrighted
nature of the material from unauthorized digital copying or distribution. It
also provides an accounting system that assures all parties that have an
interest in the copyrighted media, its sale and distribution are appropriately
compensated. Further, the technology is designed to securely distribute any
digital or digitized information. Included is the ability to distribute
proprietary and/or copyrighted intellectual property over the Internet while
prohibiting unauthorized use or copying by unauthorized users. The data cannot
be copied to and used on any device other than the one to which it was
transmitted. This technology can also be used in conjunction with a Secured
Internet Media (SIM) Player, a proprietary technology for reading and playing
the secured data. The Company has secured the exclusive development,
manufacturing and licensing rights for this system based on techniques described
in and protected by the four pending patent applications owned by James R.
Clark.

The short-term goal of the Company is to set up the required technology and sell
the service to recording artists and recording companies that are concerned
about the revenue loss and pirating occurring with the use of current technology
on the Internet. Mind2Market can provide a complete solution for these vendors
that provides a Secured Internet Device Number (SIDN), authentication service
and a secured purchase center for customers desiring the digital media.
Mind2Market's system can then be immediately put in place with revenues
generated from the sale of music and other digital data through downloading to
existing PCs. Individual artists and smaller recording companies will also be
capable of using the system for enhancing their marketing efforts. This will
provide a cost effective way to market products to their own smaller, customer
base.

In addition to the secured Internet distribution system, M2M is in process of
developing the manufacturing capability to provide customers with the
opportunity to purchase two types of physical CD's. First, customers may order
standard CD's released by individual artists. Second, customers may customize a
CD by selecting

                                       1

<PAGE>



songs from a combination of artists and/or albums. M2M believes there is a very
large target market of consumers that will customize CD's. This compellation CD
will be manufactured and mailed to the customer in a true after sale
manufacturing system that can deliver the custom CD in a timely fashion.

The initial marketing emphasis has been on establishing an artist base for
promoting and distributing music over the Internet. M2M has developed business
relationships with a number of record companies and artists, and continues to
pursue contractual relationships with others in the music industry.

M2M has created a design of an innovative platform on which it will promote
artists in all popular musical genres, such as alternative, blues, country &
western, dance, gospel, hip hop, jazz, punk, rock, pop, heavy metal, techno and
world gospel. The platform is designed to provides complete sales and service
for record companies and artists as well as full accounting for all
transactions. The company does not have the capital to implement the platform.

A long-term goal of the company is to expand the service to include video,
books, and other digital media while addressing the same copyright protection
issues.

M2M also plans on developing "second-tier" businesses, to complement the
Internet distribution system and provide additional revenue with minimal capital
investment. These include the distribution of artist's music promotional
products via the Internet and a music industry magazine.

The system emphasizes the use of existing personal computers as the point of
sale and end distribution. Thus, no additional hardware needs to be marketed to
implement the system and is available to the millions of customers who have
personal computers. When customers wish to access music on a vendor's site, they
are first directed to M2M's authentication software server from which they can
download patented software that will assign a unique Secured Internet Device
(SID) identification number to their personal computer. They are then prompted
to register for the service by supplying billing information and authorization.
At that point their personal computer becomes authenticated SIDS. Furthermore,
this process does not have to be repeated unless they change their hardware
configuration. Once authenticated, the customers can then access the vendors'
servers, browse through their music selections, sample music (as allowed by the
vendor) and purchase and download their selections. When the purchase is made,
the download is accomplished through the M2M Secured Distribution Server, which
provides encryption, watermarking, billing and accounting services.

M2M's technology is designed to provide the authenticated accounting of all
products sold. M2M's system is designed to supply to all artists and record
companies reliable figures for accurate distribution of royalty payments on a
timely basis. Direct Internet digital distribution has long promised to become
the ultimate solution in low cost distribution of intellectual property, but
copy protection and security has always been a problem. This technology provides
the accountability and necessary protection of this property.

With the present invention, each personal computer modem provides transfer of
the audio and music content from a private web site, only accessible from a
registered personal computer. The control given by this restricted accessibility
provides a cost-effective solution to the legal problems that have recently
arisen from unauthorized distribution of copyright protected audio and music
content over the Internet.

The Secured Internet Media Player (SIMP) is a copyright compatible MP3 type
player for the Internet that uses the same secured internet distribution system
for accessing and purchasing music. The first design utilizes
commercial-off-the-shelf (COTS) components with custom developed software that
incorporates the patented technology. This approach provides for timely access
to the marketplace. A follow-on design is planned that will incorporate special
compression technology along with customized chip design that will provide an
updated enhanced version of the player that will be faster and provide more
storage capability.

                                       2

<PAGE>




The approach the company plans to take in marketing the SIMP emphasizes the
licensing of its manufacture and distribution to existing high tech firms that
currently have a presence in the MP3 marketplace and emphasizing the associated
revenue streams derived from the sale of copyrighted media that is distributed
to the end user via the Internet and SIMP. This partnering approach minimizes
direct competition with established firms but leverages on their existing
production and distribution capability in return for a share of the revenue from
the various income streams. As a result, M2M will have a relatively small
investment required for manufacturing equipment.

By shifting the bulk of the manufacturing burden to other companies, M2M can
concentrate its resources on the development of improvements in the technology
and in selling derivative products and advertising that can use the SIMP as an
effective medium for penetrating the marketplace.

RISKS OF PROJECT

Working Capital Needs. The working capital needs of the Company consist
primarily of research and development, product and market testing, manufacturing
and marketing of products if any are developed to a commercial stage. It is
estimated that $3 to $5 million is needed for working capital of which there is
no assured source.

In the event that the development of the technology application and
implementation is delayed, the effect could be catastrophic to the Company's
business plan, because other competitors might establish market acceptance so
strongly that it would effectively lock out the Company's entry into the market.

To date, the development and implementation of the technology application has
progressed slower than desired due to limited funding. A working site is now
available at www.m2mkt.com where a limited amount of music from artists under
contract is available for preview and purchase. Failure to achieve goals in the
remaining development or implementation of the technology application will
materially and adversely impact the Company's ability to attempt market
acceptance and penetration in a timely manner, which could allow competitors to
substantially or partially establish superior market position and possible
dominance.

This type of adverse event would also materially and adversely affect the
investors possibility of return on investment, return of investment, future
operating results, and financial condition, and repeated delays or failures
could easily cause the Company to fail entirely. If the Company is unable to
raise enough capital to complete the development and implementation of its
technology application, it could also cause the Company's inability to complete
a marketable service from which to ever achieve adequate revenues.

                                       3
<PAGE>

                            Operating Budget 2002(*)


ADMINISTRATION EXPENSE
 Salaries                                                            $  573,000
 Consultants                                                         $  133,000
 General Administration Expenses                                     $  139,000
 Facilities                                                          $  127,000
                                                                  --------------
Total Administration Expenses                                        $  972,000
                                                                  --------------
MARKETING AND PUBLIC RELATIONS EXPENSE
 Advertising                                                         $  788,000
 Salaries & Contractors                                              $  643,000
 General Marketing Expenses                                          $  286,000
                                                                  --------------
TOTAL MARKETING EXPENSES                                             $1,717,000
                                                                  --------------
DEVELOPMENT, IMPLEMENTATION AND PRODUCTION EXPENSE
 Software Development & Implementation                               $1,250,000
 Hardware: Internet & Production                                     $   80,000
 Patent Development/Protection                                       $   90,000
                                                                  --------------
Total Capital Cost                                                   $1,420,000
                                                                  --------------

Salaries - Implementation Administration                             $  320,000
 Production Labor Cost                                               $  283,000
 Misc. - Production Expenses                                         $  121,000
                                                                  --------------
Total Development and Implementation Expenses                        $  724,000
                                                                  --------------
Total Operating Expenses                                             $4,833,000
                                                                  --------------



This budget is an estimate, and management may reallocate funds based upon cash
availability, and the priority in which business considerations may dictate
expenditures.

(Note *) This budget is based upon the assumption of full funding through some
capital source, which is not committed. To the extend funding is not achieved,
the budget categories will be reduced pro rata as expenditures. THERE IS NO
ASSURANCE THAT CAPITAL FUNDING WILL BE AVAILABLE IN ANY AMOUNT.

It is anticipated that $4,833,000 capital will be needed to finance operations
for 2002 under the budget set forth above for which the Company does not have
any commitment. Without accounting for any revenues, management estimates that
the Company's capital requirements will not exceed $10 Million. This includes
the funding needed for the complete development and implementation of the secure
Internet marketing and distribution system. Management intends to raise this
capital from private sources, using its shares in private placements.

The Company has entered into an agreement with UINFO, a US-based subsidiary of a
foreign firm, to develop a digital data distribution system for the exclusive
use of the Company. UINFO has agreed to develop a software system to distribute
music electronically and handle the accounting work resulting from these sales.
For the software, the Company has agreed to pay UINFO $1.5 million and to issue
2 million shares of stock to UINFO which stock has been issued. Under the
Agreement the Company would have exclusive rights to this software,

                                       4
<PAGE>



and will pay UINFO 10% of advertising funds generated by using the
UINFO-designed software. The corporations are not partners, nor are they
participating in a joint venture. Due to delays in funding, the Company has
issued additional shares to UINFO ( 3 million) in lieu of some of the cash
payment, but the balance of the cash payment has not been made and the
development contract is in default. The company does not know whether the
Agreement can be reinstated under its original terms.

(b) Parents and Subsidiaries: None

(2) DEPENDENCE ON A SINGLE CUSTOMER OR A FEW CUSTOMERS.

a) The digital download technology is not anticipated to rely on a single
customer but public users. Revenues are conceived to be from download service
fees. At year end the Company had no significant revenues.

b) Client Services revenues - none

(3) BACKLOG OF ORDERS. None

(4) GOVERNMENT CONTRACTS. None

(5) COMPETITIVE CONDITIONS.

a) There are a number of competitors in the music/digital download market all of
which have much larger capital availability and established businesses, and
operating technology when compared to the Company. MP3, Vivedi, Intertrust,
Microsoft, BMI, and others are major companies with competitive systems and
software.

(6) REGISTRANT SPONSORED RESEARCH AND DEVELOPMENT. The company will continue to
incur development costs to integrate software and refine the total system for
the Company. Projected costs are $1.25 million to complete. In addition, in the
future, the Company anticipates spending another $1.25 million for enhancements
and refinements to the website if funds become available

(7) COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS.

Since it is no longer actively pursuing the Radar Beacon and Emergency Locator
products, the operations of the Company are no longer believed to be, in any
significant material way, subject to local, state and federal laws and
regulations governing environmental quality and pollution controls. The Company
is unable to assess or predict at this time what effect additional regulations
or legislation could have on its activities.

(8) NUMBER OF PERSONS  EMPLOYED.  As of December 31, 2001, the Company had three
employees,   its  President,   Douglas   Webber;   CEO,  James  R.  Clark;   and
Secretary/Treasurer,  Charles H. Jacobson. The Company also relies on consulting
and contract services for much of its development and administrative effort.

ITEM 2. PROPERTIES
------------------
The Company does not own any real property but has a 2 year lease on office
space in New York, for $1750 per month from a non-affiliate.

                                       5

<PAGE>


ITEM 3. LEGAL PROCEEDINGS
-------------------------
The Company is not aware of any current or pending legal action.

No director,  officer or affiliate of Mind2Market,  Inc., and no owner of record
or beneficial  owner of more than 5.0% of the securities of the Company,  or any
associate of any such director, officer or security holder is a party adverse to
Mind2Market,  Inc.  or has a material  interest  adverse to it in  reference  to
pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

No matters have been submitted to shareholders for approval in the year 2001.

PART II

ITEM 5. MARKET FOR  MIND2MARKET,  INC.'S COMMON  EQUITY AND RELATED  STOCKHOLDER
MATTERS MARKET INFORMATION
--------------------------------------------------------------------------------

As of December 31, 2001, there were 209 registered holders of shares of the
outstanding common stock of the Company. The Company's common stock was traded
on the "Over-the-Counter" Bulletin Board market from June 2001 under the symbol
MTMI through April 2002, but is now traded in the Pink Sheets. No dividends have
been paid to shareholders to date and no assurance can be made that any
dividends will ever be paid to shareholders.

Prices shown are closing prices without adjustments, interdealer markups,
commissions or discounts.

2001              High              Low
----              ----              ---

1st Quarter       no quotes         no quotes
2nd Quarter       no quotes         no quotes
3rd Quarter       .11               .10
4th Quarter       .35               .07

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
--------------------------------------------------------------------------------

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND CHANGES IN
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The Company has no primary income source at this time. The company hopes to
receive revenues from the sale of the products.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2001 AS COMPARED TO PRIOR YEAR
2000.

     The Company had no operations revenues in year 2001 or 2000 and had minimal
miscellaneous revenues. The Company incurred increased expenses in 2001 as a
result of attempting to develop its technology license, which needed
development. The Company accrued or expended $2,959,335 in total expenses in
2001, which exceeded 2000 expenses of $1,714,132 by over $1,245,000. The
expenses were related to the new technology development effort of the Company.
The largest items of expense in 2001 were $39,424 in interest accrual, $346,240
in salaries and contract labor, $1,316,245 in research and development, and
$1,055,736 in consulting costs.

     By comparison, in 2000, the Company had interest expense of $110,000,
$173,070 in marketing expense, $814,171 in product development, 282,281 salaries
and contract labor. Directors fees in 2000 were $12,500 compared to none in
2001. The operating loss for 2001 ($2,951,551) compared to ($1,713,837) in 2000.
The loss per share was ($.10) in 2001 and ($.18) in 2000.

     The trend of operating losses will continue at the current rate or a higher
rate as the Company attempts to develop its technology.

                                       6


<PAGE>





LIQUIDITY

     The Company  expects  that its need for  liquidity  will  increase  for the
coming year under its budget to complete development and market its product if
commercial products can be achieved.. The Company is seeking additional capital
to market the product. Several avenues are being pursued at this time to acquire
the necessary funding. In 2001 the Company made a private placement pursuant to
Rule 506, Regulation D in which it raised $132,947 from sale of 532,000 shares
for cash.

      Short Term.
      ----------

     On a short term basis, the Company does not generate any revenue and does
not have capital to cover operations costs or development. Based on prior
experience, the Company believes it will continue to have insufficient revenue
to satisfy current and recurring liabilities as it seeks to develop and market
its products. For short term needs the Company will be dependent on receipt, if
any, of private placement proceeds or loans.

     The Company's current assets $3,000 at December 31, 2001, were exceeded by
its current liabilities, by ($1,872,361).

      Long Term.
      ---------

     As of December 31, 2000, the Company has notes payable to affiliates or
principals of the Company of $885,340. It has additional accounts payable of
$169,114 and $37,000 in accrued salaries.

CAPITAL RESOURCES

      The primary capital resources of the Company are its common stock.

     As of the date of the annual report, the Company had commitments for
capital expenditures within the next year of $350,000 to UINFO, Inc. for
development of software and integrated technology. The Company has no capital
with which to pay that commitment or any other expenses.

      Cash Flows:
      ----------

      The Company has achieved no revenues to date.

      Need for Additional Financing. The Company does not have capital
sufficient to meet the Company's cash needs, or to commence business, including
the costs of compliance with the continuing reports requirements of the
Securities Exchange Act of 1934. The Company will have to seek loans or equity
placements to cover such cash needs. There is no assurance, however, that

                                       7
<PAGE>




without funds it will ultimately allow registrant to commence sales and
marketing. Once marketing commences, the Company's needs for additional
financing are likely to increase substantially.

      No commitments to provide additional funds have been made by management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses as they
may be incurred.

      Irrespective of whether the Company's cash assets prove to be inadequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

No additional employees are planned for hiring unless capital can be achieved.
No additional assets purchases are planned.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

The response to this item is included as a separate exhibit to this report.
Please see pages F-1 through F-11.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
------------------------------------------------------------------------

VAN DORN & BOSSI have audited the Company's records since inception. There were
no disagreements with them on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS AND SIGNIFICANT MEMBERS OF MANAGEMENT
-------------------------------------------------------------------------------

DIRECTORS

(a) As of 12-31-2001, the following persons are currently serving as directors
of the Company. Certain information regarding each director is set forth below,
including each individual's principal occupation, and the year in which the
individual was elected a director of the Company or one of its predecessor
companies. Ron Powell, the previous President of M2M, moved to the position of
Vice-President in May 2001 in charge of the Emergency Products and subsequently
resigned that position and the position of Director of M2M, in October, 2001, to
pursue other interests. As of 12-31-2001 no one was yet appointed nor elected to
fill the vacancy created on the Board of Directors.

                                       8
<PAGE>


DIRECTORS



Name                          Age               Title
----                          ---
Stuart M. Novak               59                Director
(Resigned in 2002)

Charles Jacobson              73                Director

Douglas Deckert               49                Director

James Clark                   41                Director


EXECUTIVE OFFICERS

On December 31, 2001, the executive officers of the Company were as follows:



NAME                       AGE      POSITION WITH COMPANY             TERM
----                      -----     ----------------------            -----
Douglas F. Webber          54         President                       Annual

James R. Clark             41         Chairman of the Board
                                        & CEO                         Annual

Charles Jacobson           73         Secretary & Treasurer           Annual



(b) Identification of Certain Significant Employees. None

(c) Family Relationships. None

(d) Business Experience

The following is a brief account of the business experience during the past five
years of each of the Company directors and executive officers, including
principal occupations and employment during that period and the name and
principal business of any corporation or other organization in which such
occupation and employment were carried on.

JAMES R. CLARK
James R. Clark was  appointed as CEO and Chairman of the Board of the company in
August, 2000. He holds a Business  Administration degree from Northwest Nazarene
University, and is a Microsoft Certified Systems

                                       9

<PAGE>



Engineer.  Mr.  Clark  has  over 20 years  experience  in  information  business
technology, including management/ownership, technology development (new products
and  applications),  computer design,  manufacturing  and marketing,  networking
design and  maintenance,  Internet  planning  and  implementation  and  computer
telephony.   While  serving  as  a  Computer   Telephony   Engineer  for  Lucent
Technologies,  Mr. Clark gained experience in Internet/Intranet  application and
development.

DOUGLAS F. WEBBER
Mr. Webber serves as President  and Chief  Operating  Officer of M2M. Mr. Webber
has 30 years  experience in Sales,  Marketing and Corporate  Management  and has
held  several key  executive  positions  during his career.  Douglas  Webber was
elected to the Board of Directors in March 2002.  He holds a Bachelor as well as
a Masters degree in Business Administration.  Mr. Webber joined M2M from Century
21 Real Estate  where he was Vice  President of  Corporate  Development.  He was
responsible  for  new  business   development,   market  strategy  creation  and
implementation as well as acquisitions and mergers.  Mr. Webber was instrumental
in creating  ancillary  incomes streams for both the agents and the corporation.
Prior to joining Century 21 Mr. Webber was President and Chief Executive Officer
of  Strathmore  Investments,  a private  company  with  holdings in real estate,
retail and wholesale sales outlets and franchise businesses. Mr. Webber also has
an extensive  background  in  distribution  having  served as Product  Marketing
Manager for Pioneer Standard Electronics,  a national distributor of electronics
and  computer  hardware.  Mr.  Webber  was in  charge of  sales,  marketing  and
distribution  for  Digital  Equipment  Corp.,  Intel,  HP,  Compaq  and  several
component manufacturers.


STUART M. (Mike) NOVAK
Mr.  Novak was a Director of the company  1997-2002.  He resigned in March 2002.
Mr.  Novak  has more  than 25  years  of  highly  successful  senior  management
experience  in both  ongoing and  start-up  entities as well as a  distinguished
service  as a  commissioned  officer  in the  U.S.  Navy.  He  received  a Naval
Engineer's  degree (a professional  post masters degree) as well as an MS degree
in management from the Massachusetts Institute of Technology in 1971. In 1964 he
received a BS in Engineering,  from the US Naval Academy.  He served as Chairman
of Acclaim Mortgage,  Inc. (3/97-8/98) and founded and operated Resource Funding
Group, Inc. 1998 - 2000, a residential and commercial mortgage brokerage. He was
President of Rader Railcar,  Inc.  (11/94 - 1/97).  He was  instrumental  in the
acquisition of a $65 million contract and put in place systems,  procedures, and
managed day to day operations.

After  leaving  active duty in the US Navy in 1975,  he has worked in the marine
industry in executive,  operations,  major project  management,  operations  and
engineering.  He was Director Marine  Operations and Consultant while at Farrell
Lines Inc.  (8/93-11/94).  He was President and Chief  Executive  Officer of The
American Ship Building  Company and Tampa  Shipyards  Inc.  (6/92-7/93),  a NYSE
company.  As  founder  and  President  of Royal  Hawaiian  Cruise  Line,  Inc. (
7/90-7/92) he developed a new, U.S. flag cruise company and developed a detailed
plan for its  start up and  operations,  including  initial  capitalization.  At
Cunard Line Ltd.  (2/81-7/90)  as a Senior Vice  President,  Mr. Novak  directed
operations for a fleet of five passenger vessels and 2500 personnel.

His active duty in the US Navy (6/64-6/75) included sea and shore assignments,
Command, Chief Engineer and a tour of duty in Vietnam. He received various
decorations including the Purple Heart and the Navy Commendation Medal. He
served in the US Naval reserve attaining the rank of Captain, completing 28
years of service.

                                       10

<PAGE>




CHARLES JACOBSON
Charles Jacobson was appointed as Corporate Secretary/Treasurer and a member of
the Board of Directors in August 2000. He received his B.S. degree in business
administration from UCLA. He earned his Certified Public Accountant's license in
Colorado and has been in independent practice for the past 30 years specializing
in tax and financial services. He holds Series 7 and 63 securities licenses as
well as life, health and variable life insurance licenses. He was a founding
shareholder and secretary-treasurer of Polaris Resources, Inc., a public natural
resources company from 1970-1973. He also has served as a general partner in
several real estate ventures and management service ventures.

DOUGLAS DECKERT
Douglas Deckert has been appointed the M2M Board of Directors effective December
1, 2000. He holds an Associate of Technical Arts degree in Computer Programming
and has over 20 years experience in information technology, data communications,
computer and network design, and web development. Mr. Deckert is a Computer
Systems Software Engineer and has been a Systems Architect, IT Project Manager
and Senior Systems Analyst for the State of Washington to implement many
information technology projects, such as the Commercial Vehicle Information
Systems and Network (CVISN) Project. He is experienced in many operating systems
and platforms, including Windows and Windows NT, IBM Mainframe and UNIX. He has
also analyzed, designed, and developed many complex programs using a variety of
software tools consisting of Visual C++, Visual Basic, SQL Server, Access,
TRANSACT, CPL, C, COBOL, FORTRAN, PLI, OS JCL, Cold Fusion, Visual Internet,
Dreamweaver, Lotus and Basic. Mr. Deckert has many years of management
experience using his technical and organization skills to plan, organize,
prioritize, and direct the activities of computer systems analysts and
programming teams.

(e) Committees of the Board of Directors

The board of directors has no nominating, auditing committee or a compensation
committee. Therefore, the selection of persons for election to the board of
directors was neither independently made nor negotiated at arm's length.


ITEM 10. EXECUTIVE COMPENSATION

(a) Officer's Compensation

The following table sets forth the compensation by the Company of the President
and the executive officers of the Company in 2001, for services in all
capacities to the Company and its subsidiaries during the two fiscal years ended
December 31, 2001.

                                       11

<PAGE>






                               ANNUAL COMPENSATION
                      -------------------------------------
                                                             OTHER     LONG-TERM
                                                             ANNUAL    AWARDS OF
NAME AND                            SALARY       BONUS    COMPENSATION   OPTIONS
PRINCIPAL POSITION       YEAR         ($)         ($)         ($)       (# SHS)
------------------   --------   -----------    ----------  ----------- ---------
Charles R. Powell        2000      9,000           0          2,500*
 (Past President)        2001     30,000*          0            0        250,000

Douglas F. Webber        2000
  President              2001     64,000*          0            0      1,125,000

James R. Clark           2000     32,000           0            0        350,000
 Chairman & CEO          2001     96,000*                              3,000,000

Charles Jacobson         2000     15,000           0            0          0
  Secretary/Treasurer    2001     60,000*                                500,000

Stuart M. Novak          2000     0                0          2,500        0
  Secretary              2001     0                0            0        500,000
  (resigned)

          * Only a portion of these salaries were actually paid...most was
accrued and converted into long term notes.



 (b) Directors' Compensation

There is no awards committee for the Company at this time.


                                       12
<PAGE>







<TABLE>
<CAPTION>

                     SUMMARY COMPENSATION TABLE OF DIRECTORS
                             (To December 31, 2000)

                        Cash Compensation               Security Grants
<S>            <C>     <C>      <C>      <C>        <C>          <C>                 <C>       <C>
- ----------------------------------------------------------------------------------------------------------------
Name and       Year    Annual   Meeting  Consulting Number       Securities          LTIP      All Other
Principal              retainer Fees ($) Fees/Other   of         Underlying          Payments  Compensation
Position               Fees ($)          Fees($)    Shares (#)   Options/SARs(#)
                                                                 (SHARES)
- ----------------------------------------------------------------------------------------------------------------
Ronald R.      2000      2500      0         0         0              0                   0         0
 Powell        1999      8200      0         0         0              0                   0         0
Director

Stuart M.      2000      2500      0         0         0              0                   0         0
 Novak         1999      8200      0         0         0              0                   0         0
Director

Bill Boyer     2000      2500      0         0         0              0                   0         0
Director       1999      8200      0         0         0              0                   0         0
(resigned)

Charles        2000         0      0         0         0              0                   0         0
 Jacobson
Director

James Clark    2000         0      0         0         0              0                   0         0
Director

Douglas        2000         0      0         0         0              0                   0         0
 Deckert
Director

Jerry          2000      2500      0         0         0              0                   0         0
 Jernigan      1999      8200      0         0         0              0                   0         0
Director
(resigned 2000)
</TABLE>


EMPLOYMENT AGREEMENTS

There was an existing employment contract with the Ron Powell at $2,000 per
month (part-time until his resignation in October 2001), James R. Clark at
$8,000 per month, and Charles Jacobsen at $5000 per month for executive services
from August 20, 2000. The Board of Directors authorized hiring Doug Webber at
$8000 per month for executive services commencing in May 2001.

                                       13
<PAGE>




Options & Warrants

Options were authorized and issued in 2001 pursuant to Board Action as shown
below.
<TABLE>
<CAPTION>
<S>                   <C>          <C>               <C>           <C>            <C>

                   Summary of Outstanding Options Issued During 2001

                       Award
Issued To              Date          Amount/Price    Term         Effective Date        Comments
---------              ----          ------------    ----         --------------        ---------

Doug Webber           05-18-01       250,000 @ $0.25 2 yrs         immediately    Upon employment contract signature
                      09-01-01        62,500 @ $0.25 2 yrs         immediately    (Options for a total of 500,000 shares
                      12-01-01        62,500 @ $0.25 2 yrs         immediately     spread over 2 years, issued quarterly
                                                                                   as long as he continues as President
                                                                                   of the Company)
                      08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01       500,000 @ $0.10 5 yrs         immediately

     Total                         1,125,000

Doug Deckert          08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01     1,000,000 @ $0.10 5 yrs         immediately

     Total                         1,250,000

James Clark           08-15-01     1,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

     Total                         3,000,000

DynaCor Systems       08-15-01     2,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

     Total                         4,000,000

Global Network        12-03-01     2,000,000 @ $0.10 5 yrs         immediately

Media
     Total                         2,000,000

Chuck Jacobson        12-03-01       500,000 @ $0.10 5 yrs         immediately


     Total                           500,000

Ron Powell            10-17-01       250,000 @ $2.00 3 yrs         immediately

     Total                           250,000

Mike Novak            12-03-01       500,000 @ $0.10 5 yrs          immediately


     Total                           500,000
</TABLE>

                                       14

<PAGE>





ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, file with the Securities
and Exchange Commission initial reports of ownership and reports of change in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that they file.

To the Company's knowledge, during the year ended December 31, 2001, Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were not fully complied with.

(a) The following table lists any person (including any "group" as that term is
used in Section 13(d)(3) of the Exchange Act) who, to the knowledge of the
Company, was the beneficial owner as of December 31, 2001, of more than 5% of
the outstanding voting shares of the Company. Unless otherwise noted, the owner
has sole voting and dispositive power with respect to the securities.


      Title Name and Address of Beneficial Amount of Five Percent Ownership


    of                  Owner              Beneficial       of      Voting
   Class                                    Interest      Equity(1)  Class
---------  ----------------------------  ------------  ----------- -----------
Common     James R. Clark*               11,313,628      32%         32%

Common     H. Arthur Langer &**          11,523,928      33%         33%
           Gloria G. Langer

Common     Global Network Media, Inc.     4,681,828      13%         13%

Common     DynaCor Systems, Inc.          2,401,900      6.9%        6.9%


(1) With respect to the common stock, percentages shown are based upon
34,866,457 shares of common stock actually outstanding as of December 31, 2001.

* Includes 4,681,828 shares owned by Global Network Media, Inc., and 2,401,900
shares owned by DynaCor Systems, Inc., both for which Mr. Clark serves as a
Director; includes 800,000 shares held in trust for minor children; includes
300,000 shares owned by Clark, LLC for which Mr. Clark is the Operating Manager.

** Includes 4,681,828 shares owned by Global Network Media, Inc. and 2,401,900
shares owned by DynaCor Systems, Inc. for which both Art and Gloria Langer serve
as Directors; includes 4,030,000 shares owned by Langer Family Living Trust for
which Art and Gloria Langer are trustees; includes 300,000 shares in Retirement
Accounts, Inc., IRA FBO H. Arthur Langer; includes 110,000 shares owned by minor
daughter.

As indicated above, a number of options were issued by the Board of Directors in
the year 2001. The following table lists any person (including any "group" as
that term is used in Section 13(d)(3) of the Exchange Act) who, to the knowledge
of the Company, would have been the beneficial owner as of December 31, 2001, of
more

                                       15
<PAGE>



than 5% of the outstanding voting shares of the Company, if all the options
issued in 2001 that were exercisable were indeed exercised (although none were).
Unless otherwise noted, the owner has sole voting and dispositive power with
respect to the securities.

Title Name and Address of  Beneficial  Amount of Five  Percent  Ownership if All
Options Issued in 2001 Had Been Exercised

      (Resulting Total Outstanding Shares Would Have Been 47,841,457 Shares)


    of                  Owner              Beneficial       of      Voting
   Class                                    Interest      Equity(1)  Class
---------  ----------------------------  ------------  ----------- -----------
Common     James R. Clark*               20,663,628      43%         43%

Common     H. Arthur Langer &**          17,523,928      37%         37%
           Gloria G. Langer

Common     Global Network Media, Inc.     6,681,828      14%         14%

Common     DynaCor Systems, Inc.          6,401,900      13%         13%


(1) With respect to the common stock, percentages shown are based upon
47,841,457 shares of common stock that would have been outstanding as of
December 31, 2001, if all the options issued in 2001 had been exercised.

* Includes 6,681,828 shares that would have been owned by Global Network Media,
Inc., and 6,401,900 shares that would have been owned by DynaCor Systems, Inc.,
both for which Mr. Clark serves as a Director; includes 800,000 shares held in
trust for minor children; includes 300,000 shares owned by Clark, LLC for which
Mr. Clark is the Operating Manager.

** Includes 6,681,828 shares that would have been owned by Global Network Media,
Inc. and 6,401,900 shares that would have been owned by DynaCor Systems, Inc.
for which both Art and Gloria Langer serve as Directors; includes 4,030,000
shares owned by Langer Family Living Trust for which Art and Gloria Langer are
trustees; includes 300,000 shares in Retirement Accounts, Inc., IRA FBO H.
Arthur Langer; includes 110,000 shares owned by minor daughter.


 (b) The following table sets forth as of December 31, 2001, the beneficial
ownership of the Company's voting shares by all current directors and executive
officers of the Company as a group. Unless otherwise indicated, each person
listed below has sole voting and investment power over all shares beneficially
owned by him.

                                       16

<PAGE>

                 Beneficial Ownership of Officers and Directors


      Title       Name of                             Amount and        Percent
        of        Beneficial                          Nature of         of
      Class       Owner                               Beneficial        Equity
      -----       -----                               Ownership         -------
                                                      ---------
Common Stock    James R. Clark, Chairman & CEO         11,313,628        32%*

Common Stock    Douglas F. Webber, President               61,250        0.18%

Common Stock    Charles Jacobson, Secretary/Treasurer   5,882,728        17%*
                    & Director

Common Stock    Douglas Deckert, Director               5,402,428        15%*

Common Stock    Stuart M. Novak, Director                  25,000        0.07%
                Seattle, WA
                                                           --------------------
                Officers and Directors as a Group      13,320,778        38%



* James Clark, Charles H. Jacobson, and Doug Deckert are all Directors of Global
Network Media, Inc., which owns 4,681,828 shares (13%) included in each of their
beneficial ownership amounts. James Clark is also a Director of DynaCor Systems,
Inc., which owns 2,401,900 shares that are included in his beneficial amount.

The following table sets forth as of December 31, 2001, the beneficial ownership
of the Company's voting shares by all current directors and executive officers
of the Company as a group if all the options issued in 2001 that were
exercisable were indeed exercised (although none were). Unless otherwise
indicated, each person listed below has sole voting and investment power over
all shares that would have been beneficially owned by him.

Beneficial Ownership of Officers and Directors if All Options Issued in 2001 Had
Been Exercised

    (Resulting Total Outstanding Shares Would Have Been 47,841,457 Shares)


      Title       Name of                             Amount and        Percent
        of        Beneficial                          Nature of         of
      Class       Owner                               Beneficial        Equity
      -----       -----                               Ownership         -------
                                                      ---------
Common Stock    James R. Clark, Chairman & CEO         20,663,628        43%*

Common Stock    Douglas F. Webber, President            1,186,250        2.5%

Common Stock    Charles Jacobson, Secretary/Treasurer   8,382,728        18%*
                    & Director

Common Stock    Douglas Deckert, Director               8,652,428        18%*

Common Stock    Stuart M. Novak, Director                 525,000        1.1%
                Seattle, WA
                                                           --------------------
                Officers and Directors as a Group      26,046,378        54%



                                       17
<PAGE>




* James Clark, Charles H. Jacobson, and Doug Deckert are all Directors of Global
Network Media, Inc., which would have owned 6,681,828 shares (14%) had all the
options issued in 2001 been exercised and those shares are included in each of
their beneficial ownership amounts. James Clark is also a Director of DynaCor
Systems, Inc., which would have owned 6,401,900 shares (13%) had all the options
issued in 2001 been exercised and those shares are also included in his
beneficial ownership amount.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has engaged Mountain Share Transfer (a company owned by the wife of
Mr. Powell, past President and Director) to act as stock transfer agent. A
reasonable compensation has been paid to Mountain Share Transfer in connection
with these services.

Global Network Media (GNM, which owns 4,681,828 shares or 13% of the Company's
stock) and Dynacor Systems, Inc (which owns 2,401,900 shares or 7% of the
Company's stock) provide certain services for the Company. During the year ended
December 31, 2001, GNM and Dynacor provided services aggregating $723,600, of
which $180,000 was converted in the first quarter into notes payable over 30
years. Most of the balance was accrued with the intent to similarly convert it
to long-term notes in the year 2002.

UINFO International, Inc., a Colorado company entered into an agreement with the
Company in October, 2000 to provide certain software development for the
Company. The agreement is to be completed in three phases, and calls for a total
of 2,000,000 shares of Company stock to be issued and held in escrow pending
completion of the contract. 666,667 of these shares were earned at the
completion of phase I, completed in December, 2000. In addition to the common
stock, UINFO is to be paid $1,500,000. Of this amount, $500,000 was earned at
the completion of phase I. UINFO agreed to convert $350,000 of this amount to a
30 year note. In 2001, pursuant to Board action, M2M issued to UINFO a total of
3.0 million shares of M2M S8 stock in lieu of additional payments due to it, in
two separate installments of 1.5 million shares each. After the initial
installment was issued, UINFO sold the first 1.5 million shares of this stock in
a private transaction.

                                       18
<PAGE>



Options & Warrants

Options were authorized and issued in 2001 pursuant to Board Action as shown
below.

                  Options Issued During 2001 to Related Parties

<TABLE>
<CAPTION>
<S>                   <C>          <C>               <C>           <C>            <C>


                       Award
Issued To              Date          Amount/Price    Term         Effective Date        Comments
---------              ----          ------------    ----         --------------        ---------

Doug Webber           05-18-01       250,000 @ $0.25 2 yrs         immediately    Upon employment contract signature(Options for a
                      09-01-01        62,500 @ $0.25 2 yrs         immediately    total of 500,000 shares spread over 2 years,
                      12-01-01        62,500 @ $0.25 2 yrs         immediately    issued quarterly as long as he continues as
                                                                                  President of the Company)

                      08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01       500,000 @ $0.10 5 yrs         immediately

Doug Deckert          08-15-01       250,000 @ $0.10 3 yrs         immediately
                      12-03-01     1,000,000 @ $0.10 5 yrs         immediately

James Clark           08-15-01     1,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

DynaCor Systems       08-15-01     2,000,000 @ $0.10 3 yrs         immediately
                      12-03-01     2,000,000 @ $0.10 5 yrs         immediately

Global Network        12-03-01     2,000,000 @ $0.10 5 yrs         immediately
Media

Chuck Jacobson        12-03-01       500,000 @ $0.10 5 yrs         immediately


Ron Powell            10-17-01       250,000 @ $2.00 3 yrs         immediately

Mike Novak            12-03-01       500,000 @ $0.10 5 yrs         immediately



</TABLE>

                                       19
<PAGE>





PART IV

ITEM 13. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial  Statements and Schedules.  The following financial statements and
schedules  for  Mind2Market,  Inc. as of December  31, 2000 are filed as part of
this report.

(1) Financial statements of Mind2Market, Inc. and subsidiaries.




                                                                            Page


Contents to Financial Statements

Independent Auditor's Report for years ended
December 31, 2000                                                     F-1

Consolidated Balance Sheet at end of December 31, 2000                F-2

Consolidated Statement of Operations at end of December 31, 2000      F-3

Consolidated Statement of Cash Flows at end of December 31, 2000      F-4

Consolidated Statement of Stockholders' Equity at end of
December 31, 2000                                                     F-5

Notes to the Consolidated Financial Statements                        F-6-F-11

     (2) Financial Statement Schedules:

  All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

(b) Exhibits:

SK#                      Name of Exhibit                    Page No.

3.0                 Articles of Incorporation                    *
3.1                 Articles of Amendment                        *
3.2                 Bylaws                                       *
10.1                Employment Agreements
10.2                Employment Agreements
10.3                Employment Agreements

* Incorporated by Reference as filed with the Securities & Exchange Commission
on December 29, 1999 under file #000-28711.

(c) Reports on Form 8-K filed  during the fiscal year ended  December  31, 2000.
(incorporated by reference):

               None



                                       20


<PAGE>




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

DATE: June 14, 2001
MIND2MARKET, INC.

by:_____________________________
James Clark, CEO

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.

Dated: June 14, 2002


------------------------
James R. Clark , Chairman & CEO


------------------------
Charles Jacobson, Secretary, Treasurer & Director


------------------------
Douglas Deckert, Director


------------------------
Douglas Webber, President and Director


                                       21
<PAGE>



                                MIND2MARKET, INC.
                         (A Developmental Stage Company)




                              FINANCIAL STATEMENTS
                      For the Year Ended December 31, 2001





<PAGE>
 VDB                           VAN DORN & BOSSI
                          Certified Public Accountants

                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Mind2Market, Inc.

We have audited the accompanying balance sheet of Mind2Market, Inc. (a
development stage company) as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity (deficiency in assets) and cash
flows for the two years then ended and the period from February15, 1996
(inception) to December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mind2Market, Inc. as of
December 31, 2001 and 2000, and the results of its operations and cash flows for
the two years then ended and the period from February 15, 1996 (inception) to
December 31, 2001, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred a net loss for the period from February 15, 1996
(inception) to December 31, 2001 aggregating $4,931,331 and incurred a loss of
$2,868,553 for the year ended December 31, 2001. The Company has a deficiency in
assets at December 31, 2001 of $2,481,474. These conditions raise substantial
doubt about its ability to continue as a going concern. Management's plans
regarding those matters are described in Note D to the financial statements. The
financial statements do not reflect any adjustments that might result from the
outcome of this uncertainty.



Certified Public Accountants

/s/Van Dorn & Bossi
Boulder, Colorado
May 22, 2002
                                       F-1






<PAGE>


<TABLE>
<CAPTION>
<S>                                                           <C>              <C>

                                      Mind2Market, Inc.
                                        BALANCE SHEETS
                                (A Development Stage Company)

                                                                DECEMBER 31,          DECEMBER 31,
                                                                   2001             2000
-----------------------------------------------------------------------------------------------
                                            ASSETS
CURRENT ASSETS:
Cash in banks                                                         $1,500              $868
Employee advances                                                      1,500             1,000
                                                              ---------------  ----------------

            Total current assets                                       3,000             1,868

Equipment                                                             42,801            42,801
Less accumulated depreciation                                        (31,777)          (23,217)
                                                              ---------------  ----------------

            Net  equipment                                            11,024            19,584

Patents and manufacturing and marketing rights                        52,319             2,374
Less accumulated amortization                                         (1,909)              (57)
                                                              ---------------  ----------------

            Net patents and manufacturing and marketing rights        50,410             2,317
                                                              ---------------  ----------------

            Total assets                                             $64,434           $23,770
                                                              ===============  ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Accounts payable                                                  $1,599,613          $169,114
Accrued interest payable                                             $37,074                 -
Accrued salaries                                                     195,000            37,000
Payroll taxes payable                                                 26,070             8,753
Current portion of long-term debt                                     14,605             3,660
                                                              ---------------  ----------------

            Total current liabilities                              1,872,361           218,527

Long-term debt (Note B)                                              673,546           885,340

STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS):
Preferred stock: authorized 5,000,000 shares, $.10 par value;
            none issued                                                   --                --
Common stock: authorized 50,000,000 shares, $.0001 par
            value; issued and outstanding; 34,866,457 and
            29,035,790 shares                                          3,487             2,904
Additional paid in capital                                         2,529,379           979,786
Deficit accumulated during development stage                      (5,014,339)       (2,062,788)
                                                              ---------------  ----------------

            Total stockholders' equity (deficiency in assets)     (2,481,473)       (1,080,098)
                                                              ---------------  ----------------

            Total liabilities and stockholders' equity
                 (deficiency in assets)                              $64,434           $23,770
                                                              ===============  ================
</TABLE>

                       See Notes to Financial Statements.
                                      F-2

<PAGE>
<TABLE>
<CAPTION>
<S>                                                          <C>               <C>                <C>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000,
     AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2001


                                                                                                      PERIOD
                                                                                                       FROM
                                                                                                     FEBRUARY
                                                                                                     15, 1996
                                                                         YEAR ENDED               (inception) to
                                                               DECEMBER 31,      DECEMBER 31,             DECEMBER 31,
                                                             ----------------  -----------------
                                                                  2001               2000              2001
                                                             ----------------  -----------------  ---------------
REVENUES:
Other                                                                 $7,785               $295          $11,248

EXPENSES:
Amortization                                                           1,852             22,436          100,554
Automobile                                                             1,017                 --            1,216
Bank service charges                                                     549                177            1,719
Depreciation                                                           8,560              8,340           31,777
Directors' fees                                                           --             12,500           53,500
Interest expense                                                      39,424            110,000          149,424
Licenses                                                                  50                -75            5,050
Consulting                                                         1,055,736             11,179        1,066,915
Marketing                                                             90,218            173,070          271,610
Miscellaneous                                                          6,769              1,969           35,608
Salaries and contract labor                                          346,240            282,281          668,582
Payroll taxes                                                         17,316              5,202           23,619
Office expense                                                        10,014                              10,014
Postage & freight                                                      1,030                920            2,560
Printing                                                                  --                 --            1,288
Product abandonment loss                                                  --            226,146          226,146
Legal and accounting                                                  17,631             12,229           80,873
Research and development                                           1,316,245            814,171        2,182,372
Telephone                                                              6,759             18,072           29,121
Travel and entertainment                                              39,925             15,515           83,641
                                                             ----------------  -----------------  ---------------

Total expense                                                      2,959,335          1,714,132        5,025,587
                                                             ----------------  -----------------  ---------------

Net loss                                                         ($2,951,551)       ($1,713,837)     ($5,014,339)
                                                             ================  =================  ===============

Earnings per share:
     Basic                                                            ($0.10)            ($0.18)          ($0.54)
                                                             ================  =================  ===============
</TABLE>

                       See Notes to Financial Statements.
                                      F-3

<PAGE>
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>       <C>           <C>

                                Mind2Market, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY IN ASSETS)
                     YEARS ENDED DECEMBER 31, 2001 AND 2000




                                                                                                   DEFICIT
                                                                                                 ACCUMULATED
                                                                                 ADDITIONAL         DURING
                                                               COMMON STOCK        PAID IN       DEVELOPMENT
                                                         ----------------------
                                                           SHARES      AMOUNT        CAPITAL        STAGE
                                                         ----------------------  ------------  -----------------

Balance, January 1, 2000                                   3,381,600     $ 338      $523,617         $ (348,951)

Issuance of common stock to
     acquire technology rights                            23,740,000     2,374            --                 --

Issuance of common stock to settle loans                     916,523        92       200,603                 --

Issuance of common stock for cash - $.25 per share           300,000        30        74,970                 --

Issuance of common stock to UINFO - $.25 per share           666,667        67       166,600                 --

Issuance of common stock as:
     consideration for services - $.50 per share              25,000         3        12,498                 --
     consideration for services - $.25 per share               6,000         1         1,499

Net loss                                                          --        --            --         (1,713,837)
                                                         ------------  --------  ------------  -----------------

Balance, December 31, 2000                                29,035,790     2,904       979,787         (2,062,788)

Issuance of common stock for cash - $.25 per share           532,000        53       132,947                 --

Issuance of common stock to UINFO - $.25 per share           666,667        67       166,600                 --

Issuance of common stock to UINFO for debt - $.25 per      3,000,000       300       749,700                 --
 share
Fair value of options issued to related companies
     for services                                                                     83,008

Issuance of common stock as
     consideration for services - $.25 per share           1,632,000       163       417,337                 --

Net loss                                                          --        --            --         (2,951,551)
                                                         ------------  --------  ------------  -----------------

Balance, December 31, 2001                                34,866,457    $3,487    $2,529,379        ($5,014,339)

                                                         ============  ========  ============  =================

</TABLE>

                       See Notes to Financial Statements.
                                      F-4



<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>               <C>              <C>

                                        Mind2Market, Inc.
                                  (A DEVELOPMENT STAGE COMPANY)
                                     STATEMENT OF CASH FLOWS
                              YEARS ENDED DECEMBER 31, 2001 AND 2000
              AND THE PERIOD FROM FEBRUARY 15, 1996 (INCEPTION) TO DECEMBER 31, 2001


                                                                                       PERIOD
                                                                                        FROM
                                                                                      FEBRUARY
                                                                                      15, 1996
                                                            YEAR ENDED             (inception) to
                                                  DECEMBER 31,      DECEMBER 31,    DECEMBER 31,
                                                ---------------   ---------------  ----------------
                                                     2001              2000             2001
                                                ---------------   ---------------  ----------------
CASH FLOWS FROM OPERATING
     ACTIVITIES:
Net loss                                           ($2,951,551)      ($1,713,837)      ($5,014,339)
Adjustments to reconcile net loss to net
     cash used by operating activities:
     Amortization                                        1,852            22,436           100,553
     Depreciation                                        8,560             8,340            31,777
     Common stock issued for interest                                    110,000           110,000
     Common stock issued for services                  667,175           180,667           903,232
     Changes in:
         Employee advances                                (500)           (1,000)           (1,500)
         Inventory                                           -            17,807                 -
         Prepaid loan costs
         Manufacturing and marketing
              rights                                                     213,856           213,856
         Accounts payable                            1,867,572           157,415         2,036,685
         Accrued Salaries                              158,000            26,431           195,000
         Payroll taxes payable                          17,316             5,202            26,070
                                                ---------------   ---------------  ----------------

     Cash used by operating activities                (231,576)         (972,683)       (1,398,666)

CASH FLOWS FROM INVESTING
     ACTIVITIES:
     Increase in patents                               (49,945)                            (49,945)
     Purchase of equipment                                   -            (1,532)          (42,801)
                                                ---------------   ---------------  ----------------

     Cash used by investing activities                 (49,945)           (1,532)          (92,746)

CASH FLOWS FROM FINANCING
     ACTIVITIES:
     Common stock issued for cash                      133,000            75,000           314,066
     Loans from stockholders                           149,153           898,747         1,178,846
                                                ---------------   ---------------  ----------------

     Cash provided by financing activities             282,153           973,747         1,492,912
                                                ---------------   ---------------  ----------------

INCREASE IN CASH                                           631              (468)            1,500

CASH, BEGINNING OF PERIOD                                  868             1,336                --
                                                ---------------   ---------------  ----------------

CASH, END OF PERIOD                                     $1,500              $868            $1,500
                                                ===============   ===============  ================

Supplemental cash flow information:

     Common stock issued:
         Spin-off from Nelx, Inc.                                                         $187,500
                                                                                   ================
         Manufacturing and marketing rights                               $2,374          $127,375
                                                                  ===============  ================
         Services                                     $667,175          $180,667          $903,232
                                                ===============   ===============  ================
         Consideration for and settlement of
              loans and interest                                        $200,695          $250,695
                                                                  ===============  ================




</TABLE>

                                See Notes to Financial Statements.

                                               F-5



<PAGE>
                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


 Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001

NOTE A -  DESCRIPTION  OF THE  BUSINESS  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES:

Description of the business

Mind2Market, Inc. ("the Company") was incorporated in Colorado on February
15,1996 as NELX Marketing, Inc., a wholly owned subsidiary of NELX, Inc., a
publicly owned company. On October 14, 1996, in a corporate divestiture, the
Company was divested from NELX by issuing 600,000 shares of the Company's common
stock to NELX, Inc.'s shareholders.

Subsequent to the divestiture, the Company changed its name to Mind2Market, Inc.

Change of Control:

During the year ended December 31, 2000, the Company changed controlling
interest in conjunction with the acquisition of a technology license from Global
Network Media, Inc. (GNM) through issuance of 23,740,000 restricted shares of
common stock pursuant to an exemption under Section 4(2) of the Securities Act
of 1933. GNM had acquired from James R. Clark the exclusive use and licensing
rights to certain technology that has the capability for distribution of
copy-protected information over the Internet. M2M has acquired the exclusive
rights to use and license to others the technology, described in three pending
patents, covering three related systems. They are the Kopy-protected Internet
Distribution System (KIDS), the Personal Computer Secured Internet Device
(PCSID), and the Secured Internet Media Player (SIMP). The new management
intends to develop M2M into a service company that will enable vendors to
copyrighted or patented digital data to market their products over the Internet
with proper controls and accountability. M2M's main revenue stream would be from
the transaction fees charged when the copyrighted digital media is purchased.

New management was appointed: James R. Clark as CEO and Director and Charles
Jacobsen as a Director and secretary. The newly acquired license represents a
change in basic business focus of the Company.

The Acquired Technology:

The acquired technology application had no determinable value which would be
allowable under GAAP, because it was a license for a specific application of a
patent for which the implementation software had yet to be developed. Since
there was no "predecessor basis" for the license and only a nominal cost for the
patent consisting of $10,000, approximately, in legal fees for the patent
application, there was no cost to capitalize. Since there is no "predecessor
basis," par value was the determining factor in valuation under GAAP since the
transaction was with a person or entity who became a "related party" or
"affiliate" by virtue of the share transaction. There were no predecessor
operations of Global Network Media, the grantor of the license. At the time of
the license grant, the shares of the Company had no determinable market value
and no quoted market price.


                                       F-6

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


The Old Technology:

Prior to the acquisition of the new technology, the Company was developing two
products that had been acquired from NELX and Radarfind, Inc. a Colorado
corporation. Because the direction of the Company will be primarily in
development of the new technology, the old technology was considered at least
temporarily abandoned, and the remaining inventory and unamortized cost of
manufacturing and marketing rights were written off as product abandonment loss.
Certain shares of the Company's common stock previously held in escrow for the
benefit of Radarfind's shareholders were released from escrow and distributed by
Radarfind to its shareholders.

In the event the Company or its successors ever complete development of these
products, there is a continuing obligation to pay royalties to Radarfind's
shareholders in the aggregate amount of $150,000 at $1.00 per unit sold, and an
obligation to the patent holder at a rate of $.25 per unit for the duration of
the patents. In November, 2001, the Company granted a non-exclusive right to the
old technology to a company formed by Ron Powell (Survival Technology, Inc.)
under which Survival Technology purchased the inventory that had been written
off in the year ended December 31, 2000 in exchange for assumption of certain
accounts payable and an agreement to pay Mind2Market, Inc. a royalty of $.50 per
unit sold, and to assume the obligations to pay royalties to Radarfind's
shareholders and the original patent holder. The net gain on the transaction is
included in "Other revenues" in the amount of $7,725.

ACCOUNTING POLICIES:

Equipment:
Equipment is recorded at cost and depreciated on the straight-line method over
the estimated useful lives.

Technology license:
The technology license was recorded at par value of the common stock issued and
is being amortized over 14 years on the straight-line method.

Advertising:
All advertising costs are expensed when incurred.

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




                                       F-7
<PAGE>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


Revenue Recognition: Product Sales are sales of
products and services. No product sales or services rendered have been recorded
to date. Future revenue will be recognized at the time products are shipped or
services are rendered. Accounts Receivable are written off when deemed
uncollectible.

Income taxes:

The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.

Earnings per share:

Basic earnings per share is the amount of earnings for the period available to
each share of common stock outstanding during the period. Shares issued to UINFO
and held in escrow are excluded from the computation (See Note E). The number of
shares outstanding is computed based on a daily weighted average. The effect of
stock options is excluded because it is anti-dilutive.

The calculation of basic earnings per share is as follows:


                                                                 Period from
                                                                 February 15,
                                      Year ended                1996 (inception)
                                      December 31,               to December 31,

                              2001                  2000                    2001
                              ----                  ----                    ----

Net loss                ($2,951,551)            ($1,713,837)        ($5,014,339)
                         ==========              ==========          ===========

Weighted average shares  29,663,665               9,588,511           9,278,885
outstanding              ==========              ==========          ===========

Basic earnings (loss)
per share                    ($0.10)                 ($0.18)             $(0.54)
                         ==========              ==========          ===========

Recent accounting pronouncements:

In 2001, the Financial  Accounting  Standards  Board (FASB) issued SFAS No. 141,
Business  Combinations and SFAS No 142,  Goodwill and Other  Intangible  Assets.
These  pronouncements  did  not  have  any  material  impact  on  the  financial
statements.


                                       F-8

<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

Years ended  December 31, 2001 and 2000,  and the period from  February 15, 1996
(inception) to December 31, 2001

Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand and in banks.

NOTE B - LONG-TERM DEBT:
------------------------
Long-term debt consists of the following:

                                                       DECEMBER 31,
                                            ------------------------------------
                                            2001                            2000
                                            ----                            ----

Loans from related parties, unsecured,
 bearing interest at 10% per year, payable
 monthly over 30 years commencing April 1,
 2001, convertible into common stock at
 $.25 per share at the option of the note
 holder.                                    $ 688,151               $889,000
                                            ---------               --------
                                              688,151                889,000

Less current maturities                      (14,605)                 (3,660)
                                            ---------               ---------
                                            $ 673,546               $885,340
                                            =========               =========


During the year ended December 31, 2000, certain officers and the Company's
principal shareholder, Global Network Media and a company with which the Company
has contracted to develop certain software each agreed to convert amounts due
them for salaries, temporary loans and contractual amounts due to long-term
notes payable as described above.


                                       F-9
<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


NOTE C - INCOME TAXES:
The Company did not record any provision for federal and state income taxes
through December 31, 2001. The actual tax expense for each period differs from
"expected" tax expense (computed by applying the statutory U.S. federal
corporate tax rate of 34% to net loss before income taxes) as follows:

                                                              15, 1996
                                         Year ended          (Inception) to
                                         December 31,         December 31,
                                   ---------------------------------------------
                                   2000            1999            2000
                                   ----            ----            ----
Computed "expected" tax benefit  $(975,305)     $(582,705)      $(1,676,653)
Change in valuation allowance
 for Deferred tax assets           975,305        582,705         1,676,653
                                 ---------      ---------       -----------

Net tax benefit                  $  -           $  -            $  -
                                 =========      =========       ===========

At december 31, 2001 and 2000 deferred income tax assets result from federal and
state net operating loss carrforwards in the amounts of 4,931,331 and
$2,053,153, respectively.  These loss carryforwards expire in varying amounts
through 2017.  Net deferred tax asets consist of the following:

                                           December 31,       December 31,
                                              2001               2000
                                              ----               ----
Net operating loss carryforwards           $1,676,653         $698,072
Less valuation allowance                   (1,676,653)        (698,072)
                                           -----------        --------
Net deferred assets                        $  -               $  -
                                           ===========        ========


In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely than not that some or all of the deferred tax asset
will not be realized. The Company believes that sufficient uncertainty exists
regarding the realizability of the deferred tax assets such that valuation
allowances equal to the entire balance of the deferred tax assets are necessary.

NOTE D - MANAGEMENT'S PLANS:
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred a net loss for the period from February 15, 1996
(inception) to December 31, 2001 aggregating ($5,014,339) and incurred a loss of
($2,951,551) for the year ended December 31, 2001.



                                      F-10
<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

  Years ended December 31, 2001 and 2000, and the period from February 15, 1996
                        (inception) to December 31, 2001


Company has a deficiency in assets at December 31, 2001 of $2,481,474. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not reflect any adjustments that might
result from the outcome of this uncertainty.

Substantially all the Company's liabilities are owed to parties related to the
Company, all of which are willing to wait for payment until the Company starts
generating revenues. The Company is attempting to raise funds in sufficient
amounts to enable commencement of operations. Management believes the needed
financing will be received in sufficient amounts to enable the Company to begin
generating revenues within four months. These anticipated sales will generate
cash flows sufficient to enable the Company to operate for at least the next
twelve months.

NOTE E - RELATED PARTY TRANSACTIONS:

Global Network Media (GNM, which owns 4,681,828 shares or 13% of the Company's
stock) and Dynacor Systems, Inc (which owns 2,401,900 shares or 7% of the
Company's stock) provide certain services for the Company. During the year ended
December 31, 2000, GNM and Dynacor provided services aggregating $653,600.

UINFO International, Inc., a Colorado company entered into an agreement with the
Company in October, 2000 to provide certain software development for the
Company. The agreement is to be completed in three phases, and calls for a total
of 2,000,000 shares of Company stock to be issued and held in escrow pending
completion of the contract. 666,667 of these shares were earned at the
completion of phase I, completed in December, 2000. In addition to the common
stock, UINFO is to be paid $1,500,000. Of this amount, $500,000 was earned at
the completion of phase I. UINFO agreed to convert this $350,000 of this amount
to a 30 year note. During 2001, UINFO completed phase II and earned the second
$500,000 plus 666,667 shares of stock. The agreement with UINFO was extended and
an additional $2,000,000 in work was added to the contract. UINFO agreed to
convert $750,000 of the amount owed to 3,000.000 shares of common stock at a
price of $.25 per share, which was the price at which shares were being issued
at the date of the agreement to convert in July, 2001. In December, 2001, the
Company agreed to pay UINFO an additional $825,000 in cost overruns related
Phase I and II.

The Company has granted Dynacor options to purchase 4,000,000 shares of common
stock and GNM options to purchase 2,000,000 shares of common stock. (See Note
F).





                                      F-11
<PAGE>

                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                       (inception) to December 31, 2000]


NOTE F: STOCK OPTIONS:

During November, 2000 the Company granted to its President options to purchase
350,000 shares of its common stock at the lesser of $1.00 or any lower per share
price that the shares are offered for investment through a 506D private
placement memorandum until November 1, 2001. These options shall be exercisable
for up to three years from the date hereof.

The Company has adopted the disclosure only provisions of Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-Based Compensation."
Accordingly, the Company continues to account for options granted to employees
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25.

During 2001, the Company adopted a stock option plan under which it may grant
options to employees and other entities to purchase common stock. The plan does
not have a specified ceiling on the number of share available for grant.

Under the plan, the exercise price of each option equals the market price of the
Company's stock on the date of grant. Options vest immediately upon grant and
expire in a maximum of 10 years. The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions used: Dividend yield - none; expected
volatility of 2%; risk-free interest rate of 3% and weighted average expected
lives of 52 months.

The Company has granted options to two related companies - Dynacor and GNM (See
Note E) for 4,000,000 and 2,000,000 shares, respectively. The fair value of
these options at date of grant aggregated $83,008, and this amount has been
expensed.

If the Company accounted for options granted to employees under the fair value
based method of accounting, compensation expense would have increased by
$69,986, resulting in a net loss of $3,021,538.


                                      F-12

<PAGE>


                                Mind2Market, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements


  Years ended December 31, 2000 and 1999, and the period from February 15, 1996
                        (inception) to December 31, 2000




Following is a reconciliation of changes in options granted during the year:

                                  Shares     Weighted  Shares Weighted
                                             Average          Average
                                             Exercise         Exercise
                                             Price            Price

Outstanding at beginning of year    350,000  $ 1.00      -      $  -
Granted                          12,625,000    0.12  350,000     1.00
Exercised                                -       -       -         -
Forfeited                                -       -       -         -
                                 -------------------------------------
Outstanding at end of year       12,975,000      -   350,000     1.00
                                 =====================================
Options exercisable at year-end  12,975,000          350,000
Weighted-average fair value of
 options granted during the year $     0.01          $  0.00

The following table summarizes information about fixed stock options outstanding
at December 31, 2001.


                         Options outstanding and exercisable
                         -----------------------------------
                          Number          Weighted-average
                       Outstanding          Remaining
Exercise Prices     at December 31, 2001   Contractual Life
---------------     --------------------   ----------------

$0.10               12,000,000             51 months
$0.25                  375,000             18 months
$1.00                  350,000             23 months
$2.00                  250,000             34 months
                    -----------
                    12,975,000
                    ===========

                                      F-13



<PAGE>


Exhibit 10.1


                              EMPLOYMENT AGREEMENT
                          Mind2Market - James R. Clark

THIS  AGREEMENT  (this  "Agreement"),  dated as of the  twentieth day of August,
2000,  by and  between  Mind2Market,  Inc.,  (M2M) a Colorado  corporation  (the
"Company"), and James R. Clark, ("Executive"),

WHEREAS, the Company believes that Executive has unique experience and skills
that would significantly benefit the Company in the management of the affairs of
the Company; and

WHEREAS, the Company acknowledges and recognizes the value of Executive's
services and deems it necessary and desirable to retain Executive's services;
and

WHEREAS, both Executive and the Company desire to embody the terms and
conditions of Executive's employment in a written agreement which will supersede
all prior arrangements of employment, whether written or oral.

NOW, THEREFORE, in consideration of the premises and of the convenants and
agreements herein contained, the parties hereto agree as follows:

1. Employment  Term. The Company agrees to, and does hereby employ  Executive to
serve as CEO, and to perform the services as  hereinafter  set forth  commencing
August 20, 2000.

2. Services of Executive. Executive agrees to devote such of his business time
as is necessary to the business and affairs of the Company, and to use his best
efforts to promote the interests of the Company, and to carry out such duties
and perform such services as may be delegated to Executive from time to time by
the Board of Directors of the Company. The Company acknowledges and agrees that
nothing in this agreement shall prohibit Executive from also serving as an
officer and director of any subsidiary of the Company and its affiliates, and
nothing in this Agreement shall prohibit Executive from being directly or
indirectly engaged in any other business in any capacity with any other
corporation, partnership, venture or other entity, as long as such business does
not directly conflict with or compete with the Company unless approved by action
of the Board of Directors of the Company. It is specifically noted, understood
and agreed to by all parties that Executive also holds executive positions with
DynaCor Systems Inc., and Global Network Media Inc. (GNM) both of which have
business relationships with the Company.


<PAGE>




3. Compensation.

(a) In payment for the services set forth in paragraph 2 above, the Company
shall pay to Executive during the term hereof a salary (referred to as "Base
Salary") at the rate of $96,000 per annum, payable not less than monthly
throughout the term of this Agreement. Executive shall also be entitled to
participate in any Company plan for the benefit of any or all of its employees,
including any deferred compensation plan (such as pension, profit-sharing or
thrift plan), or group hospital, disability or life insurance plan, in
accordance with the terms of such plan.

(b) Base Salary of Executive may be increased annually each year during the term
of this Agreement by an amount determined by the Board of Directors of the
Company.

4. Expenses. The Company will arrange for the payment of reasonable and
necessary expenses incurred by Executive in furtherance of or in connection with
the business of the Company, as stated in the approved Company Reimbursable
Expense Policy. If any such expenses are paid in the first instance by
Executive, the Company will arrange for his reimbursement therefor. The Company
recognizes that, in the performance of his duties, Executive may be required to
entertain various persons and representatives of organizations with whom the
Company has or would like to have business relationships. The Company will
arrange for the reimbursement of Executive upon presentation of expense vouchers
for any reasonable such expenses which are adaptable to the usual accounting
procedures established by the Company.

5.  Termination  of  Employment.   This  is  an   employment-at-will   contract.
Executive's employment with the Company may be terminated by either party at any
time upon a thirty day written notice.

6. Disclosure of Information. Executive hereby acknowledges that he will have
access to certain trade secrets and confidential information of the Company and
of affiliates of the Company and that such information constitutes valuable,
special and unique property of the Company and such affiliates. Executive shall
not, during or after the term of his employment hereunder, disclose any such
trade secrets or confidential information to any person or entity for any reason
or purpose whatsoever except to the extent that such information becomes
publicly disclosed (other than as a result of a breach of this Agreement by
Executive) or to the extent required by law. Executive further agrees that
unless otherwise agreed by the Board of Directors of the Company, any
intellectual property developed by Executive in the course of his employment
with the Company shall be developed on behalf of, and for the ownership of, the
Company.

<PAGE>

7. Actions of Board; Affiliates. For the purpose of this Agreement, all actions
or consents required or permitted to be taken or given by the Board of Directors
of the Company with respect to this Agreement shall be to refer to an action or
consent approved by a majority of the Board of Directors of the Company other
than Executive.

8. Notice. Any consent, notice, warning or other communication ("Notice") to be
given hereunder shall be in writing and shall be deemed to have been properly
given when mailed by first class U.S. Mail, when sent by prepaid telegram, or
when delivered in person, addressed or delivered in each case to the address set
forth across from each party's signature below, or to such other address as
either of the parties shall designate to the other in the manner provided for
giving notice.

9. Nature of Agreement. No right, title, interest or benefit hereunder shall
ever be liable for or charged with any of the torts or obligations of Executive
or of any person claiming under Executive, or subject to seizure by any creditor
of Executive or any person claiming under Executive. Neither Executive nor any
person claiming under Executive shall have the power to anticipate or dispose of
any right, title, interest or benefit hereunder in any manner until the same

shall have been actually distributed to him free and clear of the terms of this
Agreement.

10.  Binding  Effect.  This  Agreement  shall be  binding  upon and inure to the
benefit of any successor to the Company and all persons lawfully  claiming under
Executive. This Agreement cannot be assigned by Executive.

11. Entire Agreement. The parties hereto agree that this document contains the
entire understanding and agreement between them with respect to the matters set
forth herein and cannot be amended, modified or supplemented in any respect
except by an agreement in writing signed by the party against whom enforcement
of any amendment, modification or supplement is sought.

12. Waiver. The failure of either party to insist, in any one or more instances,
upon performance of any of the terms or conditions of this Agreement shall not
be construed as a waiver or a relinquishment of any right granted hereunder or
of the future performance of any such term, convenant or condition, but the
obligations of either party with respect thereto shall continue to full force
and effect.


<PAGE>




IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its executive officer duly authorized, and Executive has executed this
Agreement, all effective as of the date first above written.



Address:                                   MIND2MARKET, INC.

                                           By:     _____________________________
___________________________                Name:   _____________________________
___________________________                Title:  _____________________________


Address:                                   EXECUTIVE
---------------------------
---------------------------                ---------------------------------

<PAGE>
Exhibit 10.2

                              EMPLOYMENT AGREEMENT
                        Mind2Market - Charles H. Jacobson

THIS  AGREEMENT  (this  "Agreement"),  dated as of the  twentieth day of August,
2000,  by and  between  Mind2Market,  Inc.,  (M2M) a Colorado  corporation  (the
"Company"), and Charles H. Jacobson, ("Executive"),

WHEREAS, the Company believes that Executive has unique experience and skills
that would significantly benefit the Company in the management of the affairs of
the Company; and

WHEREAS, the Company acknowledges and recognizes the value of Executive's
services and deems it necessary and desirable to retain Executive's services;
and

WHEREAS, both Executive and the Company desire to embody the terms and
conditions of Executive's employment in a written agreement which will supersede
all prior arrangements of employment, whether written or oral.

NOW, THEREFORE, in consideration of the premises and of the convenants and
agreements herein contained, the parties hereto agree as follows:

1. Employment  Term. The Company agrees to, and does hereby employ  Executive to
serve  as  Corporate  Secretary/Treasurer,   and  to  perform  the  services  as
hereinafter set forth commencing August 20, 2000.

2. Services of Executive. Executive agrees to devote such of his business time
as is necessary to the business and affairs of the Company, and to use his best
efforts to promote the interests of the Company, and to carry out such duties
and perform such services as may be delegated to Executive from time to time by
the Board of Directors of the Company. The Company acknowledges and agrees that
nothing in this agreement shall prohibit Executive from also serving as an
officer and director of any subsidiary of the Company and its affiliates, and
nothing in this Agreement shall prohibit Executive from being directly or
indirectly engaged in any other business in any capacity with any other
corporation, partnership, venture or other entity, as long as such business does
not directly conflict with or compete with the Company unless approved by action
of the Board of Directors of the Company.

3. Compensation.

(a) In payment for the services set forth in paragraph 2 above, the Company
shall pay to Executive during the term hereof a salary (referred to as "Base
Salary") at the rate of $60,000 per annum, payable not less than monthly
throughout the term of this Agreement. Executive shall also be entitled to
participate in any Company plan for the benefit of any or all of its employees,
including any deferred compensation plan (such as pension, profit-sharing or
thrift plan), or group hospital, disability or life insurance plan, in
accordance with the terms of such plan.

(b) Base Salary of Executive may be increased annually each year during the term
of this Agreement by an amount determined by the Board of Directors of the
Company.


<PAGE>




4. Expenses. The Company will arrange for the payment of reasonable and
necessary expenses incurred by Executive in furtherance of or in connection with
the business of the Company, as stated in the approved Company Reimbursable
Expense Policy. If any such expenses are paid in the first instance by
Executive, the Company will arrange for his reimbursement therefor. The Company
recognizes that, in the performance of his duties, Executive may be required to
entertain various persons and representatives of organizations with whom the
Company has or would like to have business relationships. The Company will
arrange for the reimbursement of Executive upon presentation of expense vouchers
for any reasonable such expenses which are adaptable to the usual accounting
procedures established by the Company.

5.  Termination  of  Employment.   This  is  an   employment-at-will   contract.
Executive's employment with the Company may be terminated by either party at any
time upon a thirty day written notice.

6. Disclosure of Information. Executive hereby acknowledges that he will have
access to certain trade secrets and confidential information of the Company and
of affiliates of the Company and that such information constitutes valuable,
special and unique property of the Company and such affiliates. Executive shall
not, during or after the term of his employment hereunder, disclose any such
trade secrets or confidential information to any person or entity for any reason
or purpose whatsoever except to the extent that such information becomes
publicly disclosed (other than as a result of a breach of this Agreement by
Executive) or to the extent required by law. Executive further agrees that
unless otherwise agreed by the Board of Directors of the Company, any
intellectual property developed by Executive in the course of his employment
with the Company shall be developed on behalf of, and for the ownership of, the
Company.

7. Actions of Board; Affiliates. For the purpose of this Agreement, all actions
or consents required or permitted to be taken or given by the Board of Directors
of the Company with respect to this Agreement shall be to refer to an action or
consent approved by a majority of the Board of Directors of the Company other
than Executive.

8. Notice. Any consent, notice, warning or other communication ("Notice") to be
given hereunder shall be in writing and shall be deemed to have been properly
given when mailed by first class U.S. Mail, when sent by prepaid telegram, or
when delivered in person, addressed or delivered in each case to the address set
forth across from each party's signature below, or to such other address as
either of the parties shall designate to the other in the manner provided for
giving notice.

9. Nature of Agreement. No right, title, interest or benefit hereunder shall
ever be liable for or charged with any of the torts or obligations of Executive
or of any person claiming under Executive, or subject to seizure by any creditor
of Executive or any person claiming under Executive. Neither Executive nor any
person claiming under Executive shall have the power to anticipate or dispose of
any right, title, interest or benefit hereunder in any manner until the same
shall have been actually distributed to him free and clear of the terms of this
Agreement.

10.  Binding  Effect.  This  Agreement  shall be  binding  upon and inure to the
benefit of any successor to the Company and all persons lawfully  claiming under
Executive. This Agreement cannot be assigned by Executive.

11. Entire Agreement. The parties hereto agree that this document contains the
entire understanding and agreement between them with respect to the matters set
forth herein and cannot be amended, modified or supplemented in any respect
except by an agreement in writing signed by the party against whom enforcement
of any amendment, modification or supplement is sought.

12. Waiver. The failure of either party to insist, in any one or more instances,
upon performance of any of the terms or conditions of this Agreement shall not
be construed as a waiver or a relinquishment of any right granted hereunder or
of the future performance of any such term, convenant or condition, but the
obligations of either party with respect thereto shall continue to full force
and effect.


<PAGE>




IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by
its executive officer duly authorized, and Executive has executed this
Agreement, all effective as of the date first above written.



Address:                                   MIND2MARKET, INC.

                                           By:     _____________________________
___________________________                Name:   _____________________________
___________________________                Title:  _____________________________


Address:                                   EXECUTIVE
---------------------------
---------------------------                ---------------------------------


<PAGE>

Exhibit 10.3
                                2001 STOCK PLAN

                                       For

                                MIND2MARKET, INC.


SECTION 1. ESTABLISHMENT AND PURPOSE.

         The Plan is established on August 10, 2001, effective upon approval by
the Board of Directors, to offer directors and selected employees, advisors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, or to increase such interest, by purchasing Shares of the Company's
Common Stock. The Plan provides both for the direct award or sale of Shares and
for the grant of Options to purchase Shares. Options granted under the Plan may
include Non-Statutory Options as well as Incentive Stock Options intended to
qualify under section 422 of the Code.

         The Plan is intended to comply in all respects with Rule 16b_3 (or its
successor) under the Exchange Act and shall be construed accordingly.


SECTION 2. DEFINITIONS.

         (a) "Board of Directors" shall mean the Board of Directors of the
Company, as constituted from time to time.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c) "Committee" shall mean a committee of the Board of Directors, as
              described in Section 3(a).

         (d) "Company" shall mean Mind2Market, Inc. (or M2M), a Colorado
              corporation.

         (e) "Employee" shall mean (i) any individual who is a common law
employee of the Company or of a Subsidiary, (ii) an Outside Director and (iii)
an independent contractor who performs services for the Company or a Subsidiary
and who is not a member of the Board of Directors. Service as an Outside
Director or independent contractor shall be considered employment for all
purposes of the Plan, except as provided in Subsections (a) and (b) of Section
4.

         (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
              amended.

         (g) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

         (h) "Fair Market Value" shall mean the market price of Stock,
determined by the Committee as follows:

                  (i) If Stock was traded on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported for such date by the applicable composite transactions report;

                  (ii) If Stock was traded over-the-counter on the date in
question and was traded on the Nasdaq system or the Nasdaq National Market, then
the Fair Market Value shall be equal to the last transaction price quoted for
such date by the Nasdaq system or the Nasdaq National Market;


<PAGE>




                  (iii) If Stock was traded over-the-counter on the date in
question but was not traded on the Nasdaq system or the Nasdaq National Market,
then the Fair Market Value shall be equal to the mean between the last reported
representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which Stock is quoted or, if the
Stock is not quoted on any such system, by the "Pink Sheets" published by the
National Quotation Bureau, Inc.; and

                  (iv) If none of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee in good faith on such
basis, as it deems appropriate.

In all cases, the determination of Fair Market Value by the Committee shall be
conclusive and binding on all persons.

         (i) "ISO" shall mean an employee incentive stock option described in
section 422(b) of the Code.

         (j) "Non-Statutory Option" shall mean an employee stock option not
described in sections 422(b) or 423(b) of the Code.

         (k) "Offeree" shall mean an individual to whom the Committee has
offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).

         (l) "Option" shall mean an ISO or Non-Statutory Option granted under
the Plan and entitling the holder to purchase Shares.

         (m) "Optionee" shall mean an individual who holds an Option.

         (n) "Outside Director" shall mean a member of the Board of Directors
who is not a common-law employee of the Company or of a Subsidiary.

         (o) "Committee Procedures." The Committee shall designate one of its
members as chairman. The Committee may hold meetings at such times and places as
it shall determine. The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members shall be valid acts of the Committee.

         (p) Committee Responsibilities. Subject to the provisions of the Plan,
the Committee shall have the authority and discretion to take the following
actions:

                  (i) To interpret the Plan and to apply its provisions;

                  (ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;

                  (iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of the Plan;

                  (iv) To determine when Shares are to be awarded or offered for
sale and when Options are to be granted under the Plan;

                  (v)  To select the Offerees and Optionees;

                  (vi) To determine the number of Shares to be offered to each
Offeree or to be made subject to each Option;

                  (vii) To prescribe the terms and conditions of each award or
sale of Shares, including (without limitation) the Purchase Price, and to
specify the provisions of the Stock Purchase Agreement relating to such award or
sale;


<PAGE>




                  (viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to determine whether such
Option is to be classified as an ISO or as a Non-Statutory Option, and to
specify the provisions of the Stock Option Agreement relating to such Option;

                  (ix) To amend any outstanding Stock Purchase Agreement or
Stock Option Agreement, subject to applicable legal restrictions and, to the
extent such amendments adverse to the Offeree's or Optionee's interest, to the
consent of the Offeree or Optionee who entered into such agreement;

                  (x) To prescribe the consideration for the grant of each
Option or other right under the Plan and to determine the sufficiency of such
consideration; and

                  (xi) To take any other actions deemed necessary or advisable
for the administration of the Plan.

All decisions, interpretations and other actions of the Committee shall be final
and binding on all Offerees, all Optionees, and all persons deriving their
rights from an Offeree or Optionee. No member of the Committee shall be liable
for any action that he or she has taken or has failed to take in good faith with
respect to the Plan, any Option, or any right to acquire Shares under the Plan.

SECTION 3. ADMINISTRATION.

         (a) Committee Membership. The Committee shall administer the Plan. The
"Committee" shall mean the full Board of Directors and/or a committee designated
by the Board of Directors, which is authorized to administer the Plan under this
Section. The Committee's membership shall enable the Plan to qualify under Rule
16b_3 with regard to the grant of Shares and Options under the Plan to persons
who are subject to Section 16 of the Exchange Act. Subject to the requirements
of applicable law, the Committee may designate persons other than members of the
Committee to carry out its responsibilities and may prescribe such conditions
and limitations as it may deem appropriate, except that the Committee may not
delegate its authority with regard to the selection for participation of or the
granting of Shares or Options under the Plan to persons subject to Section 16 of
the Exchange Act.

         (b) Committee Procedures. The Committee shall designate one of its
members as chairman. The Committee may hold meetings at such times and places as
it shall determine. The acts of a majority of the Committee members present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members shall be valid acts of the Committee.

         (c) Committee Responsibilities.  Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:

                  (i) To interpret the Plan and to apply its provisions;

                  (ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;

                  (iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of the Plan;

                  (iv) To determine when Shares are to be awarded or offered for
sale and when Options are to be granted under the Plan;

                  (v) To select the Offerees and Optionees;

                  (vi) To determine the number of Shares to be offered to each
Offeree or to be made subject to each Option;


<PAGE>




                  (vii) To prescribe the terms and conditions of each award or
sale of Shares, including (without limitation) the Purchase Price, and to
specify the provisions of the Stock Purchase Agreement relating to such award or
sale;

                  (viii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price, to determine whether such
Option is to be classified as an ISO or as a Non-statutory Option, and to
specify the provisions of the Stock Option Agreement relating to such Option;

                  (ix) To amend any outstanding Stock Purchase Agreement or
Stock Option Agreement, subject to applicable legal restrictions and, to the
extent such amendments adverse to the Offeree's or Optionee's interest, to the
consent of the Offeree or Optionee who entered into such agreement;

                  (x) To prescribe the consideration for the grant of each
Option or other right under the Plan and to determine the sufficiency of such
consideration; and

                  (xi) To take any other actions deemed necessary or advisable
for the administration of the Plan.

         All decisions, interpretations and other actions of the Committee shall
be final and binding on all Offerees, all Optionees, and all persons deriving
their rights from an Offeree or Optionee. No member of the Committee shall be
liable for any action that he or she has taken or has failed to take in good
faith with respect to the Plan, any Option, or any right to acquire Shares under
the Plan.


SECTION 4. ELIGIBILITY.

         (a) General Rules. Only Employees (including, without limitation,
independent contractors who are not members of the Board of Directors) shall be
eligible for designation as Optionees or Offerees by the Committee. In addition,
only Employees who are common-law employees of the Company or a Subsidiary shall
be eligible for the grant of Incentive Stock Options. Employees who are Outside
Directors shall only be eligible for the grant of the Non-Statutory Options
described in Subsection (b) below.

         (b) Outside Directors. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject to the
following restrictions:

                  (i) Outside Directors shall receive no grants other than the
Non-Statutory Options described in this Subsection (b).

                  (ii) All Non-Statutory Options granted to an Outside Director
under this Subsection (b) shall also become exercisable in full in the event of
the termination of such Outside Director's service because of death, Total and
Permanent Disability or voluntary retirement at or after age 65.

                  (iii) The Exercise Price under all Non-statutory Options
granted to an Outside Director under this Subsection (b) shall be equal to 100
percent of the Fair Market Value of a Share on the date of grant, payable in one
of the forms described in Subsection (a), (b), (c) or (d) of Section 8.

                  (iv) Non-Statutory Options granted to an Outside Director
under this Subsection (b) shall terminate on the earliest of (A) the 10th
anniversary of the date of grant, (B) the date three months after the
termination of such Outside Director's service for any reason other than death
or Total and Permanent Disability or (C) the date 12 months after the
termination of such Outside Director's service because of death or Total and
Permanent Disability.


<PAGE>




The Committee may provide that the Non-Statutory Options that otherwise would be
granted to an Outside Director under this Subsection (b) shall instead be
granted to an affiliate of such Outside Director. Such affiliate shall then be
deemed to be an Outside Director for purposes of the Plan, provided that the
service_related vesting and termination provisions pertaining to the
Non-Statutory Options shall be applied with regard to the service of the Outside
Director.


SECTION 5. STOCK SUBJECT TO PLAN.

         (a) Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares or treasury Shares. The aggregate number of Shares which may
be issued under the Plan (upon exercise of Options or other rights to acquire
Shares) shall not exceed 10,000,000 Shares, subject to adjustment pursuant to
Section 9. The number of Shares, which are subject to Options or other rights
outstanding at any time under the Plan, shall not exceed the number of Shares,
which then remain available for issuance under the Plan. The Company, during the
term of the Plan, shall at all times reserve and keep available sufficient
Shares to satisfy the requirements of the Plan.

         (b) Additional Shares. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise terminated, the
Shares allocable to the unexercised portion of such Option or other right shall
again be available for the purposes of the Plan. In the event that Shares issued
under the Plan are reacquired by the Company pursuant to a forfeiture provision,
a right of repurchase or a right of first refusal, such Shares shall again be
available for the purposes of the Plan.


SECTION 6. TERMS AND CONDITIONS OF AWARDS OR SALES.

         (a) Stock Purchase Agreement. Each award or sale of Shares under the
Plan (other than upon exercise of an Option) shall be evidenced by a Stock
Purchase Agreement between the Offeree and the Company. Such award or sale shall
be subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

         (b) Duration of Offers and Non-Transferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Offeree within 30 days after the grant of such right was
communicated to the Offeree by the Committee. Such right shall not be
transferable and shall be exercisable only by the Offeree to whom such right was
granted.

         (c) Purchase Price. The Purchase Price of Shares to be offered under
the Plan shall not be less than 85 percent of the Fair Market Value of such
Shares. Subject to the preceding sentence, the Committee at its sole discretion
shall determine the Purchase Price. The Purchase Price shall be payable in a
form described in Section 8.

         (d) Withholding Taxes. As a condition to the award, sale or vesting of
Shares, the Offeree shall make such arrangements as the Committee may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that arise in connection with such Shares. The Committee may permit
the Offeree to satisfy all or part of his or her tax obligations related to such
Shares by having the Company withhold a portion of any Shares that otherwise
would be issued to him or her or by surrendering any Shares that previously were
acquired by him or her. The Shares withheld or surrendered shall be valued at
their Fair Market Value on the date when taxes otherwise would be withheld in
cash. The payment of taxes by assigning Shares to the Company, if permitted by
the Committee, shall be subject to such restrictions as the Committee may
impose, including any restrictions required by rules of the Securities and
Exchange Commission.


<PAGE>




         (e) Restrictions on Transfer of Shares. Any Shares awarded or sold
under the Plan shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Purchase Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.


SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

         (a) Stock Option Agreement. A Stock Option Agreement between the
Optionee and the Company shall evidence each grant of an Option under the Plan.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

         (b) Number of Shares. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. Options granted to any
Optionee in a single calendar year shall in no event cover more than 15,000
Shares, subject to adjustment in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Non-Statutory
Option.

         (c) Exercise Price. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100 percent
of the Fair Market Value of a Share on the date of grant, except as otherwise
provided in Section 4(c). The Exercise Price of a Non-Statutory Option shall not
be less than 85 percent of the Fair Market Value of a Share on the date of
grant. Subject to the preceding two sentences, the Committee at its sole
discretion shall determine the Exercise Price under any Option. The Exercise
Price shall be payable in a form described in Section 8.

         (d) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that arise in connection with such exercise. The Optionee shall also make such
arrangements as the Committee may require for the satisfaction of any federal,
state, local or foreign withholding tax obligations that may arise in connection
with the disposition of Shares acquired by exercising an Option. The Committee
may permit the Optionee to satisfy all or part of his or her tax obligations
related to the Option by having the Company withhold a portion of any Shares
that otherwise would be issued to him or her or by surrendering any Shares that
previously were acquired by him or her. Such Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be withheld in cash.
The payment of taxes by assigning Shares to the Company, if permitted by the
Committee, shall be subject to such restrictions as the Committee may impose,
including any restrictions required by rules of the Securities and Exchange
Commission.

         (e) Exercisability and Term. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Committee at its sole discretion shall determine the vesting of any Option. A
Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, Total and Permanent Disability or retirement or other
events. The Stock Option Agreement shall also specify the term of the Option.
The term shall not exceed 10 years from the date of grant, except as otherwise
provided in Section 4(c). Subject to the preceding sentence, the Committee at
its sole discretion shall determine when an Option is to expire.

         (f) Non-Transferability. During an Optionee's lifetime, such Optionee's
Option(s) shall be exercisable only by him or her and shall not be transferable,
unless permitted by the Stock Option Agreement. In the event of an Optionee's
death, such Optionee's Option(s) shall not be transferable other than by will,
by a beneficiary designation executed by the Optionee and delivered to the
Company, or by the laws of descent and distribution.

         (g) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than the Optionee's death, then such Optionee's
Option(s) shall expire on the earliest of the following occasions:


<PAGE>




                  (i) The expiration date determined pursuant to Subsection (e)
above;

                  (ii) The date 90 days after the termination of the Optionee's
Service for any reason other than Total and Permanent Disability; or

                  (iii) The date six months after the termination of the
Optionee's Service by reason of Total and Permanent Disability. The Optionee may
exercise all or part of his or her Option(s) at any time before the expiration
of such Option(s) under the preceding sentence, but only to the extent that such
Option(s) had become exercisable before the Optionee's Service terminated or
became exercisable as a result of the termination. The balance of such Option(s)
shall lapse when the Optionee's Service terminates. In the event that the
Optionee dies after the termination of the Optionee's Service but before the
expiration of the Optionee's Option(s), all or part of such Option(s) may be
exercised (prior to expiration) by his or her designated beneficiary (if
applicable), by the executors or administrators of the Optionee's estate or by
any person who has acquired such Option(s) directly from the Optionee by bequest
or inheritance, but only to the extent that such Option(s) had become
exercisable before the Optionee's Service terminated or became exercisable as a
result of the termination.

         (h) Leaves of Absence. For purposes of Subsection (g) above, Service
shall be deemed to continue while the Optionee is on military leave, sick leave
or other bona fide leave of absence (as determined by the Committee). The
foregoing notwithstanding, in the case of an ISO granted under the Plan, Service
shall not be deemed to continue beyond the first 90 days of such leave, unless
the Optionee's reemployment rights are guaranteed by statute or by contract.

         (i) Death of Optionee. If an Optionee dies while he or she is in
Service, then such Optionee's Option(s) shall expire on the earlier of the
following dates:

                  (i) The expiration date determined pursuant to Subsection (e)
above; or

                  (ii) The date six months after the Optionee's death.

         All or part of the Optionee's Option(s) may be exercised at any time
before the expiration of such Option(s) under the preceding sentence by his or
her designated beneficiary (if applicable), by the executors or administrators
of the Optionee's estate or by any person who has acquired such Option(s)
directly from the Optionee by bequest or inheritance, but only to the extent
that such Option(s) had become exercisable before the Optionee's death or became
exercisable as a result of the Optionee's death. The balance of such Option(s)
shall lapse when the Optionee dies.

         (j) No Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by his or her Option until the date of the issuance of a stock
certificate for such Shares. No adjustments shall be made, except as provided in
Section 9.

         (k) Modification, Extension and Renewal of Options. Within the
limitations of the Plan, the Committee may modify, extend or renew outstanding
Options or may accept the cancellation of outstanding Options (to the extent not
previously exercised) in return for the grant of new Options at the same or a
different price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair such Optionee's rights or
increase his or her obligations under such Option.

         (l) Restrictions on Transfer of Shares. Any Shares issued upon exercise
of an Option shall be subject to such special forfeiture conditions, rights of
repurchase, rights of first refusal and other transfer restrictions as the
Committee may determine. Such restrictions shall be set forth in the applicable
Stock Option Agreement and shall apply in addition to any general restrictions
that may apply to all holders of Shares.


<PAGE>





SECTION 8. PAYMENT FOR SHARES.

         (a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in lawful money of the United States of
America at the time when such Shares are purchased, except as follows:

                  (i) In the case of Shares sold under the terms of a Stock
Purchase Agreement subject to the Plan, payment shall be made only pursuant to
the express provisions of such Stock Purchase Agreement. However, the Committee
(at its sole discretion) may specify in the Stock Purchase Agreement that
payment may be made in one or all of the forms described in Subsections (e), (f)
and (g) below.

                  (ii) In the case of an ISO granted under the Plan, payment
shall be made only pursuant to the express provisions of the applicable Stock
Option Agreement. However, the Committee (at its sole discretion) may specify in
the Stock Option Agreement that payment may be made pursuant to Subsections (b),
(c), (d), (f) or (g) below.

                  (iii) In the case of a Non-Statutory Option granted under the
Plan, the Committee (at its sole discretion) may accept payment pursuant to
Subsections (b), (c), (d), (f) or (g) below.

         (b) Surrender of Stock. To the extent that this Subsection (b) is
applicable, payment may be made all or in part with Shares, which have already
been owned, by the Optionee or his or her representative for more than 12 months
and which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased under the Plan.

         (c) Exercise/Sale. To the extent that this Subsection (c) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

         (d) Exercise/Pledge. To the extent that this Subsection (d) is
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to pledge Shares to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

         (e) Services Rendered. To the extent that this Subsection (e) is
applicable, Shares may be awarded under the Plan in consideration of services
rendered to the Company or a Subsidiary prior to the award. If Shares are
awarded without the payment of a Purchase Price in cash, the Committee shall
make a determination (at the time of the award) of the value of the services
rendered by the Offeree and the sufficiency of the consideration to meet the
requirements of Section 6(c).

         (f) Promissory Note. To the extent that this Subsection (f) is
applicable, a portion of the Purchase Price or Exercise Price, as the case may
be, of Shares issued under the Plan may be payable by a full recourse promissory
note, provided that (i) the par value of such Shares must be paid in lawful
money of the United States of America at the time when such Shares are
purchased, (ii) the Shares are security for payment of the principal amount of
the promissory note and interest thereon and (iii) the interest rate payable
under the terms of the promissory note shall be no less than the minimum rate
(if any) required to avoid the imputation of additional interest under the Code.
Subject to the foregoing, the Committee (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other provisions
of such note.

         (g) Other Forms of Payment. To the extent that this Subsection (g) is
applicable, payment may be made in any other form approved by the Committee,
consistent with applicable laws, regulations and rules.



<PAGE>




SECTION 9. ADJUSTMENT OF SHARES.

         (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock (by
reclassification or otherwise) into a lesser number of Shares, a
re-capitalization, a spin-off or a similar occurrence, the Committee shall make
appropriate adjustments in one or more of (i) the number of Shares available for
future grants under Section 5, (ii) the number of Non-Statutory Options to be
granted to Outside Directors under Section 4(b), (iii) the number of Shares
covered by each outstanding Option or (iv) the Exercise Price under each
outstanding Option.

         (b) Reorganizations. In the event that the Company is a party to a
merger or other reorganization, outstanding Options shall be subject to the
agreement of merger or reorganization. Such agreement may provide, without
limitation, for the assumption of outstanding Options by the surviving
corporation or its parent, for their continuation by the Company (if the Company
is a surviving corporation), for payment of a cash settlement equal to the
difference between the amount to be paid for one Share under such agreement and
the Exercise Price, or for the acceleration of their exercisability followed by
the cancellation of Options not exercised, in all cases without the Optionees'
consent. Any cancellation shall not occur until after such acceleration is
effective and Optionees have been notified of such acceleration. In the case of
Options that have been outstanding for less than 12 months, a cancellation need
not be preceded by an acceleration.

         (c) Reservation of Rights. Except as provided in this Section 9, an
Optionee or Offeree shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend or
any other increase or decrease in the number of shares of stock of any class.
Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.


SECTION 10. SECURITIES LAWS.

         Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated there under, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.


SECTION 11. NO RETENTION RIGHTS.

         Neither the Plan nor any Option shall be deemed to give any individual
a right to remain an employee, consultant or director of the Company or a
Subsidiary. The Company and its Subsidiaries reserve the right to terminate the
service of any employee, consultant or director at any time, with or without
cause, subject to applicable laws, the Company's certificate of incorporation
and by-laws and a written employment agreement (if any).


SECTION 12. DURATION AND AMENDMENTS.

         (a) Term of the Plan. The Plan, as set forth herein, shall become
effective upon approval by shareholders. The Plan shall terminate automatically
15 years after its initial adoption by the Board of Directors on __________,
2001, and may be terminated on any earlier date pursuant to Subsection (b)
below.


<PAGE>




         (b) Right to Amend or Terminate the Plan. The Board of Directors may,
subject to applicable law, amend, suspend or terminate the Plan at any time and
for any reason. An amendment to the Plan shall require stockholder approval only
to the extent required by applicable law.

         (c) Effect of Amendment or Termination. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.


SECTION 13. EXECUTION.

         To record the adoption of the Plan by the Board of Directors on
___________, 2001 subject to approval and by the Company's stockholders at a
duly noticed shareholders' meeting, the Company has caused its authorized
officer to execute the same.

MIND2MARKET, INC.


By:
   ------------------------
It's President