EXHIBIT 10.12

Asset Purchase Agreement

Internet Ventures, Inc., a California corporation ("Ventures") agrees
to purchase certain assets of from Ronald E. Miller, d.b.a. Tomato Web Online
("TWO"), referred to herein as (the "Seller") according to the terms and
conditions set forth below as of this date September 15, 1999.

Recitals

WHEREAS, Seller, through TWO, provides Internet access to residential and
commercial customers, but Seller wishes to discontinue this business to pursue
other business interests; and

WHEREAS, Seller wishes to sell the equipment, and other assets used by TWO to
provide Internet access and also sell the goodwill associated with TWO; and

WHEREAS, Ventures wishes to buy the equipment and goodwill to help increase its
market share.

NOW THEREFORE, in consideration of the premises and mutual dependent promises
hereinafter set forth, the parties hereto agree as follows:

1. Sale of Assets. Seller will sell Ventures the assets listed in Schedule 1
--------------
(attached hereto and incorporated herein) (the "Assets") and Seller will
transfer, convey, assign and deliver all of the Seller's right, title and
interest in the Assets to Ventures on the Closing Date.

2. Sale of Goodwill. Seller will sell the goodwill in TWO (the "Goodwill") to
----------------
Ventures and Seller will assert his best efforts to transfer the Goodwill to
Ventures. In that regard,

a. Seller shall recommend to its customers, as listed in Schedule 2.a
(attached hereto and incorporated herein), that they become customers of
Ventures.

b. Seller shall cooperate with Ventures and the customers listed in
Schedule 2.a to facilitate an orderly transition of the customer accounts from
TWO to Ventures.

3. Assumption of Liabilities. Ventures agrees to assume only the liability for
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prepaid customer accounts. Ventures agrees to assume up to Twenty Five Thousand
dollars ($25,000.00) in equipment leases which are listed in attached Schedule
3. Ventures, or one of its subsidiary companies, agrees to assume month-to-month
vendor agreement with Electric Lightwave, Inc., until such time as other
arrangements are made. Except as set forth herein, Ventures shall not assume any
other liabilities of the Seller.

4. Consideration. As total consideration for the sale, transfer, conveyance,
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assignment, and delivery to Ventures of the Assets, the Goodwill and the
agreement of the Seller not to compete with Ventures, or any of its
subsidiaries, as set forth in the Non-Compete Agreement (attached hereto and
incorporated herein as Schedule 4), Ventures shall issue payment, at Closing, to
Seller in the following manner;

(a) a cash payment in the amount of One Hundred and Ninety-
Three Thousand dollars ($193,000.00), which shall be
paid to the Seller as indicated on Schedule 4.a
(attached hereto and incorporated herein); and

(b) a cash payment to BIZ-NET Brokers, Inc. on behalf of
Seller in the amount of Thirty One Thousand Five
Hundred Dollars ($31,500.00) for payment of broker
commissions, as detailed in Schedule 4.b (attached
hereto and incorporated herein); and

(c) The parties have agreed to set aside, into an escrow
account, the cash sum of Twenty Five Thousand dollars
($25,000.00). Such escrowed amount shall be released by
Buyer, and paid to Seller upon the six (6) month
anniversary from the Closing Date of this Agreement
(the "Anniversary"). See Escrow Agreement attached
hereto and incorporated herein as Schedule 4.c.

(d) Assumption of three (3) equipment leases to total no
more than Twenty Five Thousand dollars ($25,000.00) as
referenced in Paragraph 3 above.

(e) A promissory note in the amount of fifty thousand
($50,000) dollars attached hereto and incorporated
herein as Schedule 4.e (the "Note").

(f) A check in the amount of Five Hundred dollars ($500.00)
made payable to Brandon Miller pursuant to his Non-
Compete agreement.

5. Closing.
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a. The Closing shall take place at 10:00 a.m. at the offices of TWO on the
date that the parties mutually agree, but not later than September 15, 1999 (the
"Closing Date").

b. On the Closing Date, the Seller shall deliver to Ventures the bill of
sale (attached hereto and incorporated herein as Schedule 5.b), endorsements,
assignments and other good and sufficient instruments of transfer, conveyance
and assignment as shall be necessary to evidence transfer of the Assets by the
Seller to Ventures.

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c. On the Closing Date, Ventures shall deliver to the Seller the Note and
wire transferred funds, as indicated on Schedule 4.a, to Seller as well as the
wire transferred funds to Seller's broker. Finally, Buyer shall fund the Escrow
Account.

6. Seller' Warranties. The Seller represents and warrants to Ventures as
------------------
follows:

a. Organization and Good Standing. TWO is duly organized, validly existing,
and in good standing under the laws of the state of California and Seller has
the legal power to own the Assets and that Seller will remain so on the Closing
Date.

b. Authority of the Seller. The Seller has taken all necessary action to
authorize the Seller to execute this Agreement, to deliver the instruments
required hereunder and to perform all of their other obligations hereunder.

c. Title. The Seller individually has good and marketable title to the
Assets free and clear of all liens, charges and encumbrances, with the exception
of those equipment leases assumed by Ventures which are listed in attached
Schedule 3.

d. Consent of Creditors. The Seller shall receive consent to perform the
obligations under this Agreement from their banks and other creditors.

e. Accounts Receivable. The Seller's list of customers, and their
respective ninety (90) day account history, set forth in Schedule B constitutes
a comprehensive list.

f. Litigation. There is no litigation, proceeding or governmental
investigation pending or, to the best of the Seller's knowledge, threatened
against or relating to the Assets. Further, the Seller is not a party to or
subject to the provisions of any decree or judgment or order of any court having
jurisdiction or any governmental agency affecting in any material respect any of
the Assets.

g. Brokers. Except as set forth on Schedule 6.g (attached hereto and
incorporated herein), all negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by the Seller and its
counsel with Ventures and its counsel without the intervention of any person on
behalf of the Seller and its counsel in such manner as to give rise to any valid
claims against any of the parties hereto for a brokerage commission, finder's
fee or other like payment.

h. Copies Complete. The Seller has made available to Ventures copies of
all documents relating to ownership of the Assets and the Seller's customers.
Such copies are true and correct copies of the originals thereof. Further, all
schedules hereto are complete and accurate in all material respects.

7. Access Prior to Closing Date. The Seller shall give Ventures, its
----------------------------
employees, counsel, accountants, and other representatives reasonable access
throughout the period

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prior to the Closing Date, during normal business hours, to the Seller's books,
contracts, commitments and records of the Seller as they relate to the Assets
and the Seller's customers. Further, the Seller shall furnish to Ventures during
such period all such information concerning the Assets and the Seller's
customers as Ventures shall reasonably request.

8. Conduct of Business Pending the Closing. Between the signing of this
---------------------------------------
Agreement and the Closing Date, the Seller covenant that:

a. The Seller shall not sell or lease any of the Assets or incur any liens
on any of the Assets.

b. The Seller will make reasonable efforts to maintain their customers.

9. Bulk Sales Law. The Seller shall indemnify Ventures from any liability or
--------------
claim arising out of noncompliance with the provisions of any applicable bulk
sales law in connection with the transactions contemplated in this Agreement,
which indemnity shall survive the Closing.

10. Conditions Precedent to Ventures' Obligations. Prior to or at the Closing,
---------------------------------------------
all obligations of Ventures under this Agreement are subject to fulfillment of
the following conditions:

a. Accuracy of Representations. The representations and warranties of the
Seller shall be true on and as of the Closing Date with the same effect as
though such representations and warranties had been made on and as of such date.
The Seller shall deliver to Ventures on the Closing Date a certificate, dated
the Closing Date, stating that such warranties and representations are true or
stating to the extent that they are not; and

i. That TWO is validly existing in good standing under the laws of the
state of California and Seller has legal power and authority to carry
on its business in the places and in the manner as now conducted; and

ii. This Agreement has been duly authorized, executed, and delivered by the
and constitutes the valid and binding agreement of the Seller
enforceable in accordance with its terms; and

iii. The execution of this Agreement and the performance of the obligations
hereunder will not violate or result in a breach or constitute a
default under any lease, instrument, license, permit, or any other
agreement known to which the Seller is a party or by which the Seller
is bound; and

iv. There are no claims, actions, suits, or proceedings pending or
threatened against the Seller that might affect the Assets at law or in
equity, in any court or before or

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by any federal, state, municipal or other governmental department,
commission, board, bureau, agency, or instrumentality wherever located;
and

v. The Seller has received authorization from all of their creditors to
transfer the Assets to Ventures.

vi. Litigation Affecting Closing. No suit, action, investigation, or other
proceeding shall be pending or threatened before any court or
governmental agency in which it is sought to restrain or to prohibit or
to obtain damages or other relief in connection with this Agreement or
the consummation of the transactions contemplated hereby.

vi. No Material Adverse Change. Since the date of this Agreement the Seller
shall not have suffered any material loss or damage to any of the
Assets, whether or not covered by insurance.

vii. Satisfaction with Schedules. Ventures shall have the opportunity to
review and evaluate the accuracy and completeness and content of the
Schedules to this Agreement, and be satisfied with said schedules.

11. Survival of Representations. The representations, warranties, covenants and
---------------------------
agreements of the parties contained herein or in writing delivered pursuant to
the provisions hereof shall survive the consummation of the transactions
contemplated hereby.

12. Waiver. Each party may, at its option, waive in writing any and all of the
------
conditions to which its obligations hereunder are subject.

13. Notices. All notices or other communications regarding this Agreement shall
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be in writing and shall be deemed to have been duly given if delivered by hand,
sent by registered mail return receipt requested or sent via telecopier with a
copy sent by first class mail, as follows

If to Ventures to:

Donald A. Janke
Internet Ventures, Inc.
1611 Catalina Avenue, Suite 320
Redondo Beach, CA 90277
Telecopier 310-543-4937

If to the Seller to:

Ronald E. Miller

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807 Tahoe Blvd.
Incline Village, NV 89451
Telephone 775-831-9577

Either party listed above shall be entitled to specify a different address by
giving written notice as stated above to the other party.

14. Amendments. This Agreement may be amended or modified only by written
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instrument executed and delivered by each of the parties hereto.

15. Expenses. Each party to this Agreement shall pay its own expenses in
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connection with preparation, execution and delivery of this Agreement and the
transactions contemplated hereby, including, without limitation, any and all
legal and accounting fees and expenses and any income tax liability.

16. Arbitration. All claims and disputes and other matters in question between
-----------
the parties hereto, arising out of or relating to this Agreement shall be
resolved exclusively through binding arbitration conducted under the Commercial
Arbitration Rules of the American Arbitration Association then in force and
effect. The seat of such arbitration shall be Los Angeles, California. This
agreement to arbitrate shall be enforceable under the prevailing law. The award
rendered by the arbitrator(s) shall be final and binding, and judgment may be
entered in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be given by the aggrieved
party to the other party to this Agreement and a copy thereof shall be filed
with the American Arbitration Association. The demand for arbitration shall be
made within thirty (30) days after the claim, dispute or other matter has
arisen.

In the event a dispute is submitted to arbitration, the arbitrator(s)
shall award costs and reasonable attorney's fees to the prevailing party.

17. Governing Law. This Agreement shall be construed and governed in accordance
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with the laws of the State of California without giving effect to California's
choice of law rules.

18. Severability. It is the mutual intention of the Seller and Ventures to
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enter into a complete agreement in compliance with California law, should any
provision of this agreement not be in compliance with California law, such
inconsistent provision shall be deemed superseded by such law or rule, and the
agreement shall otherwise be fully enforceable and in effect.

19. No Third Party Rights. Nothing in this Agreement, whether expressed or
---------------------
implied, is intended to confer any rights or remedies under or by reason of this
Agreement on any persons other than the parties to it and their respective
successors and

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assigns, nor is anything in this Agreement intended to relieve or discharge the
obligations or liability of any third party to any party to this Agreement, nor
shall any provision give any third party any right of subrogation or action over
or against any party to this Agreement.

20. Entire Agreement. This Agreement and the Schedules and annexes hereto
----------------
constitute the entire agreement of the parties and supersede all prior
understandings between the parties, whether oral or written, with respect to the
subject matter hereof.

21. Consulting Agreement. Buyer shall enter into a Consulting Agreement,
--------------------
attached hereto and incorporated herein as Schedule 21, at Closing with Brandon
Miller in order to utilize his services for a period of ninety (90) days after
Closing.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

[signatures on the next page]

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Internet Ventures, Inc.

By: /s/ Donald A. Janke
------------------------------------------------
Donald A. Janke

Title: President
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Seller:

By: /s/ Ronald E. Miller
------------------------------------------------
Ronald E. Miller - Both Personally and on Behalf
of Tomato Web Online

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Schedule 1
Assets
Part Own Value

Server 64MB RAM, 200MHZ X $2,200.00
4 2GB Segate Hawk Drives
- ------------------------
Large Case, Monitor

Server 128MB RAM, 200MHZ X $2,200.00
- ------------------------ - ---------
4 2GB Segate Hawk Drives

Large Case

Testing Server 128MB RAM X $800.00
- ------------------------ - -------

133MHZ, 2.1 GB IDE Drive

Medium Tower

Desktop Machine, 64MB RAM X $500.00
- ------------------------- - -------
233MHZ, Monitor, Modem

Desktop Machine, 32MB RAM X $300.00
- ------------------------- - -------
100MHZ, Monitor, Modem

HP Laser Jet 5P X $300.00
- --------------- - -------
Macintosh Performa 6112 X $300.00
- ----------------------- - -------
Style Writer II Printer, Monitor

2 Desks 7 Chairs X $400.00
- ---------------- - -------
NT 4.0 Server Edition X $600.00
- --------------------- - -------
NT 4.0 Server Edition X $600.00
- --------------------- - -------
Xyplex Network 3000 Router X $1,200.00
with Memory Upgrade
- -------------------
APS Battery Backup X $150.00
- ------------------ - -------
3Com Office 15 Port Hub X $250.00
- ----------------------- - -------
3Com Office 8 Port Hub X $100.00
- ---------------------- - -------
Rack for 3Com Chassis X $200.00
- --------------------- - -------
Mini Bookcase X $40.00
- ------------- - ------
Large Bookcase X $60.00
- -------------- - ------
Large Steel Rack X $150.00
- ---------------- - -------
Cray CSU / DSU X $300.00
- -------------- - -------
GE 2 Line Phone X $75.00
- --------------- - ------
File Cabinet X $75.00
- ------------ - ------

As of 8/27/99 $10,800.00

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Schedule 2.a
Customer List

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Schedule 3
Leased Equipment List for Tomato Web Online

Part Lease Term Rem. Mo. Payment Payoff Value

3Com Total Control Chassis X $36,661.00 9 $748.61 $6,073.65 $10,000.00
3Com Total Control Chassis X $36,996.00 20 $466.26 $8,858.94 $15,000.00
3Com Total Control Chassis X $37,087.00 23 $458.26 $10,081.72 $15,000.00

As of 8/27/99 $1,673.13 $25,014.31 $40,000.00

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Schedule 4
Non-Competition and Confidentiality

Brandon Miller, for good and valuable consideration in the amount of Five
Hundred dollars ($500.00), makes this Confidentiality and Non-Competition
Agreement ("Agreement") with Internet Ventures, Inc., a California Corporation,
("Ventures"), in consideration for Ventures agreeing to purchase his assets of
Tomato Web Online ("TWO"). The effective date of this Agreement will begin on
the date this Agreement is signed by Brandon Miller and will continue for a
period of one (1) year.

1. Confidentiality: Brandon Miller agrees not disclose to anyone outside of
---------------
Ventures or TWO any "Confidential Information". Confidential Information
is any information or material that relates to the past, present, or
future research, development, operating or business activities of either
Ventures or TWO that has not been made generally available to the public.
Brandon Miller acknowledges that a breach of this Agreement will give
rise to damages that are not readily compensable at law and, accordingly,
Brandon Miller agrees that Ventures and TWO shall be entitled to
equitable relief to enforce the provisions hereof, without limitation to
any other rights or remedies Ventures and TWO may have.

2. Non-competition: Brandon Miller agrees not to directly or indirectly, in
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any form or manner, participate in Internet access activities which are
competitive with Ventures and its divisions, subsidiaries and affiliated
companies or have a monetary interest in or invest capital in any
operation that has an annual revenue of less than five hundred million
dollars ($500,000,000.00) and which provides Internet access within a
seventy five mile radius of any city in which Ventures owns and/or
operates a business as of the closing date.

3. Existing Business: Ventures is aware that TWO and Brandon Miller owns and
-----------------
manages a web based email company known as FlashMail.com.. Ventures
agrees that the ownership and management of FlashMail.com by TWO and
Brandon Miller is not a violation of this covenant provided that
FlashMail.com does not directly or indirectly, in any form or manner,
participate in Internet access activities which are competitive with
Ventures and its divisions, subsidiaries and affiliated companies as
described in paragraph 2 above.

Dated: September 15, 1999
------------------

By:
Brandon Miller

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Schedule 4
Non-Competition and Confidentiality

Ronald E. Miller makes this Confidentiality and Non-Competition Agreement
("Agreement") with Internet Ventures, Inc., a California Corporation,
("Ventures"), in consideration for Ventures agreeing to purchase his assets of
Tomato Web Online ("TWO"). The effective date of this Agreement will begin on
the date this Agreement is signed by Ronald E. Miller and will continue for a
period of one (1) year.

1. Confidentiality: Ronald E. Miller agrees not disclose to anyone outside
---------------
of Ventures or TWO any "Confidential Information". Confidential
Information is any information or material that relates to the past,
present, or future research, development, operating or business
activities of either Ventures or TWO that has not been made generally
available to the public. Ronald E. Miller acknowledges that a breach of
this Agreement will give rise to damages that are not readily
compensable at law and, accordingly, Ronald E. Miller agrees that
Ventures and TWO shall be entitled to equitable relief to enforce the
provisions hereof, without limitation to any other rights or remedies
Ventures and TWO may have.

2. Non-competition: Ronald E. Miller agrees not to directly or indirectly,
---------------
in any form or manner, participate in Internet access activities which
are competitive with Ventures and its divisions, subsidiaries and
affiliated companies or have a monetary interest in or invest capital in
any operation that has an annual revenue of less than five hundred
million dollars ($500,000,000.00) and which provides Internet access
within a seventy five mile radius of any city in which Ventures owns
and/or operates a business as of the closing date.

3. Existing Business: Ventures is aware that TWO and Ronald E. Miller owns
-----------------
and manages a web based email company known as FlashMail.com.. Ventures
agrees that the ownership and management of FlashMail.com by TWO and
Ronald E. Miller is not a violation of this covenant provided that
FlashMail.com does not directly or indirectly, in any form or manner,
participate in Internet access activities which are competitive with
Ventures and its divisions, subsidiaries and affiliated companies as
described in paragraph 2 above.

Dated: September 15, 1999
------------------

By:
Ronald E. Miller

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Schedule 4.a
Payment Allocation

Name of Seller Equity Percentage Payment Allocation
To
Seller

Ronald Miller 100% $193,000 cash and a
- ------------- ---- -------------------

$50,000 Note
------------

-
Brandon Miller
- --------------

$500

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Schedule 4.b

Wire Transfer Instructions for Ronald E. Miller:

Amount: $193,000.00
Bank Name: U. S. Bank
Route to bank account: 153700233791

ABA Routing No: 12120164
Account Name: Ronald E. Miller
Social Security No: ###-##-####

Wire Transfer Instructions for BIZ-NET Brokers, Inc.:

Amount: $31,500.00
Route to: Norwest Bank of Minnesota
Routing Number: 091000019
Beneficiary Bank: Norwest Bank Arizona
Account Name: BIZ-NET Brokers, Inc.
Account Number: 7072501017

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Schedule 4.c
ESCROW AGREEMENT
----------------

THIS ESCROW AGREEMENT, made as of this 15th day of September, 1999 (the
----
"Agreement"), by and among Internet Ventures, Inc., a California corporation
("Buyer"), and Ronald E. Miller d.b.a. Tomato Web Online, ("Seller"), and
_________________________, a banking association ("Escrow Agent").

WITNESSETH:

WHEREAS, Seller and Buyer have executed an Asset Purchase Agreement
dated as of September 15, 1999 by and among Seller and Buyer (the "Purchase
Agreement") in which Seller agreed to sell to Buyer certain assets; and

WHEREAS, Section 4(d) of the Purchase Agreement requires Buyer to
deliver to Escrow Agent certain monies as and for the purposes more fully
described in said Section in the amount of Twenty Five Thousand Dollars
($25,000.00) (the "Escrow Deposit"); and

NOW, THEREFORE, in consideration of the premises and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:

1. Appointment. Escrow Agent agrees to act as Escrow Agent as set
-----------
forth herein, and as such to receive, administer and dispose of
Twenty Five Thousand Dollars ($25,000.00) deposited, within one
(1) business day of the execution of this Agreement, by Buyer with
Escrow Agent as set forth herein. All interest and other proceeds
earned on the Escrow Deposit, as well as interest and proceeds
earned thereon, are hereinafter referred to as the "Interest." The
Escrow Deposit and the Interest are hereinafter collectively
referred to as the "Escrow Amount."

2. Investment. Escrow Agent shall invest the Escrow Deposit in an
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interest-bearing account for which no bank charges are assessed
and for which there is no penalty for immediate withdrawal.

3. Release of Escrow Amount. Escrow Agent shall hold the Escrow
------------------------
Amount until it delivers the Escrow Amount as follows:

(a) If the Escrow Agent receives a written notice from Buyer
stating that the Anniversary, as defined by the Purchase
Agreement, is about to take place and such notice provides
the date of Anniversary, Escrow Agent shall deliver on the
date of the Anniversary the Escrow Deposit, by certified or
bank cashier's check or by electronic transfer of funds, to
the Seller, and Escrow Agent shall deliver on the date of

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the Anniversary the Interest, by certified or bank cashier's
check or by electronic transfer of funds, to the Buyer.

(b) If Escrow Agent receives a written notice other than as
specified in (a) above from Seller or Buyer ("Noticing
Party") stating that Noticing Party or some other entity
designated by Noticing Party is entitled to the Escrow
Amount, Escrow Agent shall deliver a copy thereof to the
party who is not the Noticing Party ("Other Party") and,
unless Escrow Agent has received a written notice of
objection from Other Party within ten (10) business days
after such delivery, Escrow Agent shall deliver the Escrow
Amount as instructed by the Noticing Party. If Escrow Agent
so receives a written notice of objection from Other Party,
a controversy shall be deemed to have occurred for purposes
of Section 4(b) hereof.

(c) Escrow Agent shall, in addition, disburse the Escrow Amount
in accordance with any joint written instructions received
by Escrow Agent from the Seller and Buyer, which joint
instructions shall be deemed to superseded the above
provisions of this Section 3.

4. Rights, Duties and Immunities.
-----------------------------

(a) Acceptance by Escrow Agent of its duties under this Agreement is
subject to the following terms and conditions, which all parties
to this Agreement hereby agree shall govern and control the
rights, duties and immunities of Escrow Agent:

(i) Escrow Agent undertakes to perform such duties and only such
duties as are expressly set forth herein, and no implied
agreements or obligations shall be read into this Escrow
Agreement against Escrow Agent;

(ii) Escrow Agent shall not be responsible in any manner
whatsoever for any failure or inability of Buyer, or of
anyone else, to deliver moneys to Escrow Agent or otherwise
to honor any of the provisions of this Agreement, the Asset
Purchase Agreement or any other agreement;

(iii) Seller and Buyer jointly shall, within ten (10) days
following demand, reimburse and indemnify Escrow Agent for,
and hold it harmless from and against, any loss, liability
or expense, including but not limited to reasonable counsel
fees, arising out of or in connection with its acceptance
of, or the performance of its duties and obligations under,
this Agreement, except for losses, liabilities and expenses
caused by the bad faith, willful misconduct or gross
negligence of Escrow Agent. Escrow Agent shall in no event
be

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liable in connection with its investment or reinvestment
of any amount held by it hereunder in good faith in
accordance with the terms hereof, including, without
limitation, any liability for any delays not resulting
from its gross negligence or willful misconduct or any
loss of interest incident to any such delays;

(iv) Escrow Agent shall be fully protected in acting on and
relying upon any written notice, direction, request,
waiver, consent, receipt or other paper or document which
Escrow Agent in good faith believes to have been signed or
presented by the proper party or parties;

(v) Escrow Agent shall not be liable for any error of
judgment, or for any act done or step taken or omitted by
it in good faith or for any mistake of fact or law, or for
anything which it may do or refrain from doing in
connection herewith, except its own bad faith, willful
misconduct or gross negligence;

(vi) Escrow Agent shall be entitled to the sum of Two Hundred
Dollars ($200.00) paid in equal one-half portions by
Seller and Buyer in compensation for acting as escrow
agent hereunder;

(vii) Escrow Agent makes no representation as to the validity,
value, genuineness, or collectibility of any security,
document or instrument held by or delivered to it; and

(viii) no provisions of this Escrow Agreement shall require
Escrow Agent to expend or risk its own funds or otherwise
incur any financial liability in the performance of its
duties hereunder, or in the exercise of any of its rights
or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably
assured to it

(b) Subject to the provisions of Section 4(a) hereof, if a controversy
arises between Seller and Buyer as to whether or not or to whom
Escrow Agent shall deliver the Escrow Amount or as to any other
matter arising out of or relating to the Escrow Amount or this
Agreement, Escrow Agent shall not be required to determine the
same and shall not make any delivery of the Escrow Amount or any
portion thereof but shall retain it until the rights of the
parties to the dispute shall have finally been determined by
written agreement among the parties in dispute or by final order
of an arbitration panel. Escrow Agent shall deliver the Escrow
Amount or any portion thereof within five (5) business days after
Escrow Agent has received written notice of any such agreement or
final order (accompanied by an affidavit that the time for appeal
has expired without an appeal having been made). Escrow Agent
shall be entitled to assume that no such controversy has arisen
unless it has received

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a written notice that such a controversy has arisen which refers
specifically to this Agreement and identifies by name and address
the adverse claimants in the controversy; provided, however, that
-------- -------
Escrow Agent shall not be bound by any such notice unless it is
received before Escrow Agent delivers the Escrow Amount or any
portion thereof or takes any action that, but for the notice
referred to in this sentence, is permitted hereunder. If a
controversy of the type referred to in this paragraph arises,
Escrow Agent may, in its sole discretion (but shall not be
obligated to), commence interpleader or similar actions or
proceedings for determination of the controversy.

5. Successor Escrow Agent.
----------------------

(a) Escrow Agent (and any successor Escrow Agent) may at any time
resign by delivering written notice to Seller and Buyer. Escrow
Agent shall deliver the Escrow Amount to any successor Escrow
Agent jointly designated in writing by Seller and Buyer, whereupon
Escrow Agent shall be discharged of and from any and all further
obligations arising in connection with this Escrow Agreement. The
resignation of Escrow Agent shall take effect on the earlier of
the appointment of a successor escrow agent or the day which is
thirty (30) days after the date of delivery of Escrow Agent's
written notice of resignation to the other parties hereto. In the
event that a successor Escrow Agent has not been appointed at the
expiration of such thirty (30) day period, Escrow Agent's sole
responsibility hereunder shall be the safekeeping of the Escrow
Amount and to pay such Escrow Amount as may be specified in a
written agreement signed by all the other parties to this
Agreement or as any court of competent jurisdiction may order.

(b) If Escrow Agent receives a written notice from Seller and Buyer
stating that they have selected another escrow agent, any portion
of the Escrow Amount invested by Escrow Agent shall be promptly
liquidate, and Escrow Agent shall deliver the Escrow Amount to the
successor Escrow Agent named in the aforesaid notice within ten
(10) days.

6. Miscellaneous.
-------------

(a) This Agreement may be signed in counterpart originals, which
collectively shall have the same legal effect as if all signatures
had appeared on the same physical document.

(b) This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. No
persons other than the parties hereto shall have any rights under
or by reason of this Agreement.

(c) All notices, elections and other communications permitted or
required under this Agreement shall be in writing and shall be
deemed effectively given or

-19-

delivered twenty-four (24) hours after delivery to a courier
service which provides overnight receipted delivery addressed
as follows (or at such other address for a party as shall be
specified by like notice):

If to Seller(s):

Ronald E. Miller
807 Tahoe Blvd.
Incline Village, NV 89451
Telephone 775-831-9577

If to Buyer:

Internet Ventures, Inc.
1611 Catalina Avenue, Suite 320
Redondo Beach, California 90277
Attn.: President

with a copy, which shall not constitute notice, to:

Christopher Matern
2131 N. Larabee, Suite 6103
Chicago, IL 60614
Telephone: (773) 281-7988

If to Escrow Agent:

(d) The headings contained in this Agreement are inserted for
reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

(e) Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining
portions hereof or thereof or affecting the validity or
enforceability of such provisions in any other jurisdiction.

(f) No amendment or waiver or any provision of this Agreement
shall be effective unless in writing and signed by each of the
parties hereto, and any waiver shall be effective only in the
instance and for the purpose for which given.

-20-

(g) This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without
regard to principles of conflicts of law.

(h) This Agreement embodies the entire agreement and understanding
of the parties hereto in respect of the subject matter
contained herein. There are no restrictions, promises,
representations, warranties, covenants, or undertakings, other
than those expressly set forth or referred to therein. This
Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as of the date first above written.

INTERNET VENTURES, INC.

By:______________________________

Ronald E. Miller - Both Personally and
On Behalf of TOMATO WEB ONLINE

{ESCROW AGENT HERE}

By: _____________________________

-21-

Schedule 4.e
INTERNET VENTURES, INC.

PROMISSORY NOTE
SEPTEMBER 15, 2000

$50,000 Redondo Beach CA
Date September 15, 1999

FOR VALUE RECEIVED, Internet Ventures, Inc., a California corporation,
(the "Company" or "IVI"), promises to pay to Ronald E. Miller ("Holder"), the
sum of Fifty Thousand Dollars ($50,000), in lawful money of the United States of
America. Such payments shall be amortized on a twelve (12) month schedule, each
monthly payment including principle with interest from the date hereof at the
rate of twelve percent (12%) per annum (computed on the basis of a year of
twelve 30 day months), payable (in arrears) on the last day of each calendar
month, commencing on the first such date after the date hereof. The Company can
prepay this note in full at any time prior to maturity upon thirty (30) days
written notice to the Holder.

In the event that the Company fails to make its monthly payment on the due date,
Holder shall notify the Company, in writing delivered to the Company by
overnight courier, of the potential default. Holder shall, however, afford the
Company a thirty (30) day curative period, calculated from the delivery date of
Holder, in which to tender such outstanding payment. If the Company the fails to
tender payment during the allotted curative period, the Company shall be deemed
in default (the "Default").

In the event of Default by the Company, Holder may re-possess the Assets of
TOMATO WEB ONLINE as its sole remedy against the Company.

This note is made and delivered in the State of California and shall be
construed and enforced in accordance with and governed by the laws of the State
of California.

IN WITNESS WHEREOF, the Company has caused this note to be duly
executed by its President and its corporate seal to be affixed hereto:

(Corporate Seal) Internet Ventures, Inc.

By: /s/ Donald A Janke
---------------------------
Donald A Janke, President

-22-

Schedule 5.b
Bill of Sale

Pursuant to the terms and conditions of that certain Asset Purchase
Agreement dated as of September 15, 1999 (the "Agreement") by and between Ronald
--
Miller ("Seller") and Internet Ventures, Inc. a California corporation
("Buyer"). Seller, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, does hereby grant, sell and deliver
unto Buyer the Assets, defined below, and Seller does hereby assign, transfer
and convey to Buyer all of its right, title in interest to the purchased Assets
as defined in the Agreement including without limitation:

Those assets detailed in attached Schedule A and all documents and records
relating to the foregoing Assets.

Seller warrants that it has, and is transferring to Buyer hereby, good and
marketable title to all of the foregoing Assets and rights, free and clear of
all security interests, liens, pledges, encumbrances and claims, subject to and
in accordance with this Agreement.

IN WITNESS HEREOF, Ronald Miller has caused this assignment and Bill of Sale to
be executed as of this 15th day of September, 1999.
----

/s/ Ronald E. Miller
- ----------------------
Ronald E. Miller
Both Personally and on Behalf of Tomato Web Online

-23-

Schedule 6.g
Broker Participation

Seller engaged BIZ-NET Brokers, Inc. to represent them in the sale of Tomato Web
Online. Seller entered into an Agreement to pay BIZ-NET Brokers, Inc. a success
fee on March 17, 1999.

Seller has engaged no other brokers in this transaction.

-24-

Schedule 21
Consulting Agreement

THIS AGREEMENT is made as of this 15/th/ day of September, 1999 by and between
-----
Internet Ventures, Inc., ("Company") and Brandon Miller ("Consultant") as
follows:

1. Consultancy. Company hereby engages Consultant and Consultant accepts this
Agreement to render his services to Company in accordance with the directions of
the Company's Chief Operations Officer, Reed Olsen, or in such other capacity or
capacities as may be mutually agreed upon from time to time.

a. During the term of this Agreement, Consultant shall not engage in or
participate in the operations or management of, or render any services to, any
other business, enterprise or individual, directly or indirectly which competes
with the Company. Consultant agrees to devote no less than One Hundred (100)
hours during the first 30 days following closing, the Forty (40) hours during
the 31/st/ through 60/th/ day following closing, then Twenty (20) hours during
the 61/st/ through 90/th/ day following closing, to his duties with the Company.

b. Consultant shall not be required by the Company to relocate to a new
place of residence. Consultant may, however, be asked by the Company to travel
in furtherance of the Company's business from time to time. Such requests by the
Company shall be made in advance and shall be of a reasonable nature.

2. Term. The term of Consultant's employment hereunder shall be for a term
Ninety (90) days commencing September 15, 1999 and ending December 15, 1999.
-- --

3. Compensation.

a. Fees: Company shall pay Consultant a fixed hourly fee of Thirty Five
($35.00) dollars per hour. The fixed hourly fee shall be payable the fifteenth
day of each subsequent month following Consultant's services. Notwithstanding
the foregoing, the Company's obligation to pay Consultant any fees hereunder
will cease in the event this Agreement is terminated for "cause" as defined
below. The term "cause" shall mean any material breach of this Agreement,
dishonesty, use or possession of illegal drugs during working hours, unethical
business conduct, repeated negligence in the performance of duties, material
failure to comply with any Company policy, procedure, rule or regulation or any
conduct materially inconsistent with the best interests of the Company.

4. Death or Disability. Should the Consultant die during the term of this
Agreement, then this Agreement will terminate upon the date of death, and the
Company shall not be liable for any death benefits or other continuing benefits
to the Consultant's estate, heirs, or executors, other than the balance, if any,
of salary accrued and unpaid as of the date of death.

-25-

If during the term of this agreement, Consultant should either (i) suffer a
disability which in fact prevents Consultant from performing his duties for a
period of one (1) month, or (ii) suffer a disability the nature of which is such
that the Consultant will be unable to perform his duties for a period of one (1)
month, then the Company may terminate Consultant's services hereunder by written
notice to the Consultant. The existence of Consultant's disability for the
purposes of this Agreement shall be determined by a physician selected by the
Company. The Company shall not be liable for any benefits or payments to the
Consultant other than the balance, if any, of fees accrued and unpaid as of the
date the Consultant becomes disabled.

5. Limitations on Consultant. Without in any way limiting or waiving any right
or remedy accorded to the Company or any limitation placed upon Consultant by
law, Consultant agrees that:

a. During the term of this Agreement, Consultant shall not directly or
indirectly, in any form or manner, participate in Internet access activities
which are competitive with Ventures and its divisions, subsidiaries and
affiliated companies or have a monetary interest in or invest capital in any
operation that has an annual revenue of less than five hundred million dollars
($500,000,000.00) and which provides Internet access within a seventy five mile
radius of any city in which Ventures owns and/or operates a business as of the
closing date. Ventures will provide TWO with a list of all such Venture owned
companies at closing. Notwithstanding the foregoing, Ventures is aware that
Brandon Miller owns and manages a web based email company known as
FlashMail.com.. Ventures agrees that the ownership and management of
FlashMail.com by Brandon Miller is not a violation of this covenant provided
that FlashMail.com does not directly or indirectly, in any form or manner,
participate in Internet access activities which are competitive with Ventures
and its divisions, subsidiaries and affiliated companies as described above.

b. Consultant shall not at any time disclose to any person, firm, or
corporation, except to officers and Consultants of the Company any trade secrets
or information of a secret or confidential nature, including but not limited to
matters of a business nature, such as information about costs, profits, markets,
sales, customers, contracts, financial information, technical and production
know-how, developments, inventions, processed or administrative procedures,
concerning the business or affairs of Company, or any of its divisions,
subsidiaries or affiliated companies which Consultant may have acquired in the
course of or as incident to his employment hereunder.

6. Intellectual Property. Consultant agrees that any intellectual property
including without limitation patents or patentable inventions, copyrights or
copyrightable subject matter, trade secrets, technology or know how, designs
protectable under any provision of United States or foreign law, or trademarks
or service marks) created or developed by Consultant (whether in whole or in
part) during the term of this Agreement with the Company, which was or shall
have been designed for use by the Company, shall be the sole property of the
Company. Consultant agrees to cooperate in good faith with the Company

-26-

in securing, protecting, and defending any resulting patent, copyright,
trademark, design, or trade secret rights whether in the United States or in any
foreign country.

7. Documents, Computer Files, Data. Etc. Consultant agrees that any documents,
computer files, or data embodied in any form created by Consultant in the course
of his consultancy (and any identical or non-identical copies thereof) shall be
and remain the sole property of the Company. Consultant shall follow any rules
or regulations established in good faith by the Company to protect the secrecy
or integrity of such documents, computer files, or data. Consultant shall
surrender all such documents, computer files, or data to the Company on the
termination of this Agreement for any reason.

8. Notices. Any notice, consent or other communication under this Agreement
shall be in writing and shall be considered given when mailed, by registered or
certified mail, to the parties at the following addresses (or at such other
address as a party may specify by notice in accordance with the provisions
hereof to the other):

If to Consultant, to his address at:

Brandon E. Miller
1008 10th Street Suite 316
Sacramento, CA 95814
Telephone 916-718-9029

If to the Company, to its address at:

Internet Ventures, Inc.
1611 Catalina Avenue, Suite 320
Redondo Beach, CA 90277
Attn: Donald A. Janke

9. Complete Agreement. Modification and Termination. This Agreement contains a
complete statement of all the arrangements between the parties with respect to
Consultant's services provided to the Company. It supersedes all existing
agreements between them concerning Consultant's services. Subsequent
modifications must be in writing and signed by both parties.

10. Severability Provisions. If any provision of this Agreement is declared
invalid, illegal or incapable of being enforced then the remaining provisions of
this Agreement shall nevertheless continue in full force and effect and no
provisions shall be deemed dependent upon any other provision unless expressed
herein.

11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of California applicable to agreements entered into and
performed entirely within the State of California.

-27-

12. Waiver. The failure of a party to insist upon strict adherence to any term
of this Agreement shall not be considered a waiver or deprive that party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.

13. Headings. The headings in this Agreement are solely for reference and the
convenience of the parties and shall not effect its interpretation.

14. Arbitration. All claims and disputes and other matters in question between
the parties hereto, arising out of or relating to this Agreement shall be
resolved exclusively through binding arbitration conducted under the Commercial
Arbitration Rules of the American Arbitration Association then in force and
effect. The seat of such arbitration shall be Los Angeles, California. This
agreement to arbitrate shall be enforceable under the prevailing law. The award
rendered by the arbitrator(s) shall be final and binding, and judgment may be
entered in any court having jurisdiction thereof.

Notice of the demand for arbitration shall be given by the aggrieved party
to the other party to this Agreement and a copy thereof shall be filed with the
American Arbitration Association. The demand for arbitration shall be made
within thirty (30) days after the claim, dispute or other matter has arisen.

In the event a dispute is submitted to arbitration arising from this
Agreement, the arbitrator(s) shall award costs and reasonable attorney's fees to
the prevailing party.

Date: September 15, 1999
Consultant:
-------------------
Brandon Miller

Date: September 15, 1999
Company:
--------------------
Donald A. Janke. President

-28-

FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT, (the "1/st/ Amendment") to the Asset Purchase Agreement,
dated September 15, 1999 (the "Agreement") shall amend Paragraph 4 as follows:

(a) a cash payment, at Closing, in the amount of One
Hundred and Sixty Thousand dollars ($160,000.00),
which shall be paid to the Seller as indicated on
Schedule 4.b (attached hereto and incorporated
herein); and

(b) a cash payment to BIZ-NET Brokers, Inc. on behalf
of Seller in the amount of Thirty One Thousand
Five Hundred Dollars ($31,500.00) for payment of
broker commissions, as detailed in Schedule 4.b
(attached hereto and incorporated herein); and

(c) The parties have agreed to set aside, on October
1, 1999, into an escrow account, the cash sum of
Twenty Five Thousand Dollars ($25,000.00). Such
escrowed amount shall be released by Buyer, and
paid to Seller upon the six (6) month anniversary
from the Closing Date of this Agreement (the
"Anniversary"). See Escrow Agreement attached
hereto and incorporated herein as Schedule 4.c.

(d) Assumption of three (3) equipment leases to total
no more than Twenty Five Thousand dollars
($25,000.00) as referenced in Paragraph 3 above.

(e) A promissory note in the amount of fifty thousand
($50,000) dollars attached hereto and
incorporated herein as Schedule 4.e (the "Note").

(f) A promissory note in the amount of fifty eight
thousand ($58,000) dollars, attached hereto and
incorporated herein as Schedule 4.f, which shall
be made payable pursuant to its terms and
conditions on October 1, 1999.

-29-

(g) A stock option incentive, attached hereto and
incorporated herein as Schedule 4.g, to Brandon
Miller for options to acquire two thousand shares
of Internet Ventures, Inc., pursuant to the terms
and conditions as set forth in the Incentive
Stock Option Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first above written.

[signatures on the next page]

-30-

Internet Ventures, Inc.

By: /s/ Donald A. Janke
-------------------------------------------------

Title: President
----------------------------------------------

Seller:

By: /s/ /Ronald E. Miller
--------------------------------------------------
Ronald E. Miller-Both Personally and on Behalf
of Tomato Web Online

-31-