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The following is an excerpt from a 10KSB SEC Filing, filed by WHY USA FINANCIAL GROUP INC on 4/16/2001.
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WHY USA FINANCIAL GROUP INC - 10KSB - 20010416 - DIRECTORS_AND_OFFICERS

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Officers and Directors

The names and ages of all directors and executive officers of the Company as of December 31, 2000, along with their respective positions, term of office and period such position(s) was held, is as follows:

Name                   Age    Positions Held (1)              Director Since
____________________   ____   _____________________________   ______________
Donald Riesterer(2)     33    Chief Executive Officer,        Dec. 31, 1999
                              Chairman of the Board of
                              Directors (resigned as CEO
                              on March 1, 2001)

Greg Miller (3)         31    President, Director             Dec. 31, 1999

Leslie Pearson(4)       37    Secretary/Treasurer, Director   Dec. 31, 1999
                              Chief Financial Officer

Lisa Gunberg            33    Vice President, Director        Dec. 31, 1999

David Thomas (5)        60    Director                        Dec. 31, 1999

James Gessert           47    Director                        Dec. 31, 1999

James B. Kylstad (6)    48    Director, CEO                   March 1, 2001

(1) Each of the above individuals will serve in their respective capacities until the next annual meeting of the shareholders or until a successor

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is duly qualified and elected.

(2) Also a director and a vice president of WHY USA NA; sole director, President and CEO of NWF; president and a director of WHY USA Advantage; and a director of WHY USA Subsidiary NO. 1. Mr. Riesterer resigned as CEO of the Company subsequent to its year ended 2000.

(3) Also Vice President and a director of WHY USA NA.

(4) Also Secretary/Treasurer and a Director of WHY USA NA; Secretary/Treasurer of NWF; and a director of WHY USA Subsidiary No. 1

(5) Also President, CEO and a Director of Why USA NA and vice president and a director of WHY USA Advantage

(6) Was not an officer or director during fiscal the year covered by this report.

Biographical Information for Officers and Directors

DONALD L. RIESTERER, is President and principal owner of Northwest Financial Group, Inc. and Northwest Investment Trust, Inc., affiliated entities based in Minneapolis, Minnesota. Northwest Financial Group was originally formed to provide loan origination services but now exists as a holding company for real estate. He was founder, sole shareholder, and sole director of NWF from its inception in 1998 until its acquisition by the Company in December of 1999. Mr. Riesterer has served as Vice-President/Sales and Marketing for Display Carousels Inc. from 1993 through 1996, a marketing firm, and as district manager of a financial service firm, Primerica Financial Service where he was employed from 1991 to 1993. He is a licensed real estate agent, a life/health insurance agent, and a loan originator in several states. He devotes a majority of his time to the Company. Mr. Riesterer attended College of St Thomas from 1986 through 1990 where he studied theology and communications.

GREG M. MILLER is a partner and shareholder in the law firm of Gregory Miller and Associates, Ltd. of Minneapolis Minnesota which he founded on January 1, 2000. Prior to that, from February of 1997 through December of 1999, he was a partner and shareholder of Davis, Dodd, Levine & Miller, Ltd. of Minneapolis, Minnesota. Before 1997 he was a shareholder/partner in Levine & Miller. Mr. Miller has practiced law in the Minneapolis/St Paul area since 1994. His principal areas of practice include commercial and residential real estate transactions, and various corporate and business transactions. He devotes approximately 90% of his time to the Company. Greg Miller received a juris doctor degree from William Mitchell College of Law in 1994.

LESLIE M. PEARSON is a practicing attorney and is the owner of Leslie M. Pearson Associates PA of Edina, Minnesota, which she founded in April of 1994. Her principal areas of law practice include complex business and tax matters for closely held businesses, personal estate planning, and various general corporate matters. She devotes approximately 30% of her time to the Company. Leslie Pearson received her Bachelor of Arts in Mathematics and History from St. Olaf College in Northfield, Minnesota in 1985; in 1988 she received her juris doctor degree from William Mitchell College of Law in St. Paul, Minnesota.

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LISA A. GUNBERG is a principal loan officer of Northwest Financial Ltd. where she has served in such capacity since 1998. From 1997-1998, she was employed as a proposal writer by Health Risk Management, Inc. of Bloomington, Minnesota; during 1995-1996 she worked as a market development analyst for Universal Hospital Services also located in Bloomington. For the four years prior to that Ms. Gunberg was an insurance specialist at Park Nicollet Medical Center in St. Louis, Minnesota. She is a licensed real estate agent in the State of Minnesota as well as a loan originator in several states. Her business experience includes all aspects of marketing, ranging from market research to promotion of new business opportunities. Lisa Gunberg received a Bachelor of Arts degree in Business Management from Gustavus Adolphus College of St. Peter, Minnesota in 1990; she earned her masters degree in Business Communications in 1998 from the University of St. Thomas of Minneapolis, Minnesota.

DAVID O. THOMAS is President of the Company's subsidiary WHY USA NA, a position held since its inception in July of 1998. Prior to its inception he was president of its predecessors since 1996. Mr. Thomas owns and operates three WHY USA franchise offices in northwest Wisconsin. He has 20 years of experience in building and developing condos, homes and commercial real estate and currently serves as President of Northern Waters Board of Realtors. Mr. Thomas attended the University of Minnesota, and has been licensed to sell real estate in Wisconsin since 1973. He has also taught Real Estate License Law courses at the technical school in northwest Wisconsin. He devotes the majority of his time to the Company's business.

JAMES H. GESSERT is Vice President of Commercial Loans of Liberty State Bank of St. Paul, Minnesota where he manages a portfolio of $25,000,000 in commercial loans. He has worked for Liberty State Bank since April of 1991. Prior to that he held various management positions in the banking industry including Vice-President/Branch Manager of First National Bank of Brooklyn Park, Assistant Vice President/Commercial Loans of First National Bank in Anoka, and a National Bank Examiner for the federal Controller of the Currency.

JAMES B. KYLSTAD became a director and CEO of the Company on March 1, 2001 and also was appointed CEO upon the resignation of Donald Riesterer from that position. For the last seven years, Mr. Kylstad has been the Chief Executive Officer of American Home Capital Corporation which is active in mortgage banking and related real estate services.

Family Relationships

There are no familial relationships between the Company's officers and directors.

Significant Employees - Key Personnel

The Company has one significant employee who is not an officer or director of the Company, Kelley Sage. Ms. Sage, who is president of Cashline and an officer and director of WHY USA Subsidiary No. 1, Inc., manages the recently acquired Cashline offices in Arizona and also has the requisite license for the Arizona office which is the principal office for the Cashline operations. The Company has agreed to employ Ms. Sage as part of its acquisition of Cashline due to licensing requirements. Kelley Sage has served as president of Cashline from 1998 through the present date. She was employed by First Financial Corporation from 1996 through 1999 where she served as Vice

53

President. From 1994 through 1996 she worked in accounts payable for Cross March Personnel, Inc.

Involvement in Other Public Companies

None of the Company's officer and directors hold any positions with any companies which would be considered "reporting" public companies.

Involvement in Certain Legal Proceedings

No present or former director, executive officer, or person nominated to become a director or executive officer of the Company:

. Filed a petition under federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

. Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offences)

. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities;

. Was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commission or the Commodity Futures Trading Commission, to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

Compliance with Section 16(a) of the Act

Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. These individuals are also required to forward copies of all Section 16(a) reports they file to the Company. Based solely upon review of the copies of such forms furnished to the Company during the fiscal year ended December 31, 2000 (and during the first quarter of 2001), the Company believes that each of its officers and directors, and 10% shareholders filed their Form 3 Initial Statements of Beneficial Ownership. The Form 3's were due on the effective date or July 10, 2000 and were received by the SEC on July 13, 2000.

Each of the Company's six officers and directors during 2000 (Riesterer, Gessert, Pearson, Miller, Gunberg, Thomas) failed to file a Form 4 "Statement of Changes in Beneficial Ownership" regarding the acquisition of options at the end of July 2000; Don Riesterer also failed to report on two changes of

54

beneficial ownership of his common stock. Each of these individuals prepared and filed a Form 5 "Annual Statement of Changes in Beneficial Ownership" in late March 2001, reporting the acquisition of the options; and, in the case of the Mr. Riesterer, his changes in beneficial ownership were also reported. These Form 5's are considered delinquent because the same were due 45 days after the year end or February 14, 2001.

To the best of the Company's knowledge and belief there were no other Forms required to be filed by officers or directors or 10% shareholders.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information as to compensation received by the Company's Chief Executive Officer, who is also a director of the Company, as of December 31, 1998, 1999 and 2000. None of the Company's executive officers received more than $100,000 US per year during 1999 or 1998; any compensation paid during 1999 was paid by one of the Company's subsidiaries. During 2000, although none of the Company's officers and directors received cash compensation in excess of $100,000, restricted stock transfers from Don Riesterer as well as option grants boosted compensation for some individuals to a level in excess of $100,000. In some instances compensation was received from a subsidiary.

                      SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------
                                                           Long Term Compensation
                          ------------------------------- ----------------------------
                                Annual Compensation        Awards              Payouts
                          ------------------------------- -------------------- -------
(a)                  (b)   (c)         (d)    (e)         (f)       (g)        (h)      (i)
                                              Other        Re-                          All
Name                                          Annual       stricted  Securities         Other
and                                           Compensa-    Stock     Underlying LTIP    Compensa-
Principal                                     sation       Awards    Options/   Payouts tion
Position             Year  Salary($) Bonus($) ($)          ($)       SAR's(#)   ($)     ($)
-------------------------------------------------------------------------------------------------
Donald Riesterer(1)  2000  $ 40,962  -0-      $ 26,250     -0-       750,000    -0-     -0-
Director and CEO     1999   -0-      -0-      $ 21,900     -0-       -0-        -0-     -0-
(CEO til 3/1/2001);  1998   -0-      -0-      -0-          -0-       -0-        -0-     -0-
President, CEO
& Director of NWF;
Director & Pres. of
WHY Advantage; and
Director WHY USA
Subsidiary No 1

Leslie Pearson(2)    2000   -0-       -0-      $ 7,250    $100,000   300,000    -0-     $13,778
Secy/Treas/Director; 1999   -0-       -0-      -0-         -0-       -0-        -0-     -0-
CFO; also Secy/      1998   -0-       -0-      -0-         -0-       -0-        -0-     -0-
Treas./Director
of WHY USA NA;
Secy/Treas of NWF;
and director of WHY
USA Subsidiary No.1

David O Thomas(3)    2000   -0-       -0-      $ 1,000     -0-       750,000    -0-     $ 9,000
Director; also       1999   -0-       -0-      -0-         -0-       -0-        -0-     -0-
CEO, President,      1998   -0-       -0-      -0-         -0-       -0-        -0-     -0-
& Director of
WHY USA NA and
V.P. and Director
of WHY USA Advan,

Greg Miller(4)       2000   $21,846   -0-      $ 7,000     $ 60,000  300,000    -0-     -0-
President &          1999   -0-       -0-      -0-         -0-       -0-        -0-     -0-
Director; VP of      1998   -0-       -0-      -0-         -0-       -0-        -0-     -0-
WHY USA NA

Lisa Gunberg(5)      2000   -0-       -0-      $1,250       $220,000  300,000    -0-     $37,797
Vice Pres. &         1999   -0-       -0-      -0-         -0-       -0-        -0-     -0-
Director             1998   -0-       -0-      -0-         -0-       -0-        -0-     -0-

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

(1) Mr. Riesterer became CEO of the Company on December 31, 1999 and resigned that position on March 1, 2001. Compensation reported for 1999 was received from the Company's subsidiary prior to its acquisition by the Company. He did not receive any compensation during 1998. His compensation in 1999 was received as a result of services performed for NWF. Effective September 15, 2000, the Board agreed to compensate Riesterer $150,000 per year; his fiscal year 2000 compensation reflects this salary in column (c); the balance of his 2000 compensation is reflected in column (e) and consists of consulting fees and director's fees ($250 per meeting). He also was granted an option to purchase up to 750,000 shares at $1.00 per share. (See "Option Plan" and "Option Plan Grant Table for Fiscal 2000" below for further information.) In an effort to reduce costs of operations, Donald Riesterer's salary for 2001 has been reduced to $96,000 per year effective April 15, 2001.

(2) Leslie Pearson receives a nominal retainer of $500 per month reported under the other annual compensation column (e); her $250 per meeting directors compensation is also included in that column. She also received compensation from the Company and/or one of its subsidiaries for legal services performed during 2000 which is reported in column (i) as all other compensation. In early 2000, she received 500,000 restricted shares of stock valued at $100,000 at the time of transfer to her from Don Riesterer, the Company's CEO. The shares were for services, and accounted for as a capital contribution to the Company by Riesterer and expensed as compensation at the value of the acquisition transaction or $.20 per share as there was no market for the Company's stock at the date of issuance. She also was granted an option to purchase up to 300,000 of the Company' shares in accordance with an Option Plan. (See "Option Plan" and "Option Plan Grant Table for Fiscal 2000" below for further information.)

(3) David O. Thomas received fiscal year 2000 compensation in the form of an option to purchase up to 750,000 shares at $1.00 per share. (See "Option Plan" and "Option Plan Grant Table for Fiscal 2000" below for further information.) He also received directors compensation for attending meetings reported in column (e), and compensation for consulting services from WHY USA NA which is reported in column (i).

(4) Greg Miller received $500 per month retainer from the Company as well as his director's compensation for attending meetings reported in column (e). Effective September 15, 2000, the Board approved an annual salary of $80,000 for Mr. Miller which he received for 3 months of fiscal year 2000 and is reported in the salary column (c). Mr. Miller's year 2000 compensation also includes the receipt of 300,000 restricted shares valued at $ 60,000 at the time of transfer from Don Riesterer, the Company's CEO. The shares were for services, and accounted for as a capital contribution to the Company by Riesterer and expensed as compensation at the value of the acquisition transaction or $.20 per share as there was no market for the Company's stock at the date of transfer. In an effort to reduce operating expenses, effective April 15, 2001, Mr. Miller's salary will be reduced to a monthly retainer of $4,000; he will be compensated on an hourly basis.

(5) Lisa Gunberg receives no compensation from the Company or its affiliates as an executive of the Company other than her director's compensation for meeting attendance reported in column (e). She receives compensation from NWF as a loan officer which is comprised of commissions for loan origination and is at a similar rate as other employees of NW and is reported in column (i). During 2000, Ms. Gunberg received 1,100,000 restricted shares valued at $220,000 at the time of transfer from Don Riesterer, the Company's CEO. The shares were for services, and accounted for as a capital contribution to the Company by Riesterer and expensed as compensation at the value of the acquisition transaction or $.20 per share as there was no market for the Company's stock at the date of transfer. She also was granted an option to purchase up to 300,000 of the Company's shares in accordance with an Option Plan. (See "Option Plan" and "Option Plan Grant Table for Fiscal 2000" below for further information.)

Option Plan

On July 20, 2000, the Company's Board of Directors approved a stock option plan (the "Option Plan") for its officers, directors, employees consultants. The Option Plan reserved for issuance up to 4,500,000 of the Company's unregistered common shares. Options granted under the Plan may

56

include non-statutory options that do not meet the requirements of Sections 421 through 424 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as incentive stock options ("ISO's") intended to qualify under Section 422 of the Code. The Option Plan is administered by the Board of Directors and can be administered by a committee of the Board composed of three directors deemed to be disinterested persons (the "Administrator"). The Administrator administers the Plan so as to comply at all times with the Exchange Act, including Rule 16b-3 (or any successor rule), and, subject to the Code, has absolute and final authority to interpret the Plan. The Plan continues for a term of 10 years unless sooner terminated pursuant to its provisions. The Plan allows the Administrator to designate whether options granted be non-qualified or ISO; it also gives the Administrator the authority to grant both types of options at the same time; and, the number, type, terms and conditions of the various grants under the Option Plan need not be uniform. The right to set the exercise price of the options is based on certain parameters which are set forth in the Option Plan and differ between non-qualified options and ISO's.

Options to purchase 2,475,000 of the 4,500,000 shares reserved for issuance have been granted on July 20, 2000, to the individuals and under the terms set forth in the option grant table below. All are non-qualified, vest over a three year period, are exercisable at $1.00, and expire 10 years from the grant date. Each officer/director executed an option agreement in connection with the their respective grant of options.

Option Grant Table

            OPTION PLAN GRANT TABLE DURING FISCAL YEAR 200
--------------------------------------------------------------------------------------
                         Number of    % of total
                         Shares       options granted
Name of Person to Whom   Underlying   employees in     Vesting   Exercise   Expiration
Options Were Granted     Options      fiscal year      Date      Price      Date
-----------------------  ---------    -----------      --------  ------     --------
Donald Riesterer         250,000                       7/20/01   $1.00      7/20/2010
                         250,000                       7/20/02   $1.00      7/20/2010
                         250,000                       7/20/03   $1.00      7/20/2010
                         --------     ---------
                         750,000      30.3 %

David O Thomas           250,000                       7/20/01   $1.00      7/20/2010
                         250,000                       7/20/02   $1.00      7/20/2010
                         250,000                       7/20/03   $1.00      7/20/2010
                         --------     ---------
                         750,000      30.3 %

Greg Miller              100,000                       7/20/01   $1.00      7/20/2010
                         100,000                       7/20/02   $1.00      7/20/2010
                         100,000                       7/20/03   $1.00      7/20/2010
                         --------     ---------
                         300,000      12.1 %

Leslie Pearson           100,000                       7/20/01   $1.00      7/20/2010
                         100,000                       7/20/02   $1.00      7/20/2010
                         100,000                       7/20/03   $1.00      7/20/2010
                         --------     --------
                         300,000      12.1 %

Lisa Gunberg             100,000                       7/20/01   $1.00      7/20/2010
                         100,000                       7/20/02   $1.00      7/20/2010
                         100,000                       7/20/03   $1.00      7/20/2010
                         --------     --------
                         300,000      12.1 %

James Gessert             25,000                       7/20/01   $1.00      7/20/2010
                          25,000                       7/20/02   $1.00      7/20/2010
                          25,000                       7/20/03   $1.00      7/20/2010
                        ---------     -------
                          75,000      3.1 %

Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value Table
---------------------------------------------------------------------------

     AGGREGATED OPTION EXERCISES AND VALUES AT DECEMBER 31, 2000
----------------------------------------------------------------------------------
                                                                  Value of the
                                        Number of Securities      Unexercised
                 Shares                 Underlying Unexercised    In-The-Money Options
                 Acquired     Value     Options                   Exercisable/Unexercisable
Name of Officer  on Exercise  Realized  Exercisable/Unexercisable (See footnote )
---------------- ------------ --------  ------------------------- -------------------------
Don Riesterer     0           0          0/750,000                $ 0/$0
David O. Thomas   0           0          0/750,000                $ 0/$0
Leslie Pearson    0           0          0/300,000                $ 0/$0
Greg Miller       0           0          0/300,000                $ 0/$0
Lisa Gunberg      0           0          0/300,000                $ 0/$0
James Gessert     0           0          0/75,000                 $ 0/$0
-------------------------------------------------------------------------------------------

(1) Options are in-the-money if the fair market value of the underlying securities exceeds the exercise price; although the Company's stock was listed as of December 31, 2000, it did not start actively trading until the last week in January, 2001. None of the options were in-the-money as of December 31, 2000; during the last week of January, 2001, the average bid and ask price of the Company's common shares in the market was $1.00. Based on the market price of $1.00 at that time, none of the options are in-the-money.

Long Term Incentive Plans

There are no long term incentive plans in effect and therefore no awards have been given to any executive officer in the past year.

Compensation of Directors

Beginning May 5, 2000, the Company's directors are paid $250 for each Board of Directors meeting they attend; the Company pays no other fees to members of the Board of Directors for the performance of their duties as directors. In mid 2000, the directors were granted options to purchase shares of the Company's common stock as additional compensation as discussed above. The Company has not established committees of the Board of Directors except the committee which designates the terms of option grants.

Employment Contracts and Termination of Employment and Change in Control Arrangements

There are no written employment contracts in effect with management nor are there any termination of employment or change of control arrangements in effect. The Company has an understanding with one of its executive officers,

58

Leslie Pearson who receives a nominal monthly retainer and performs legal services for the Company as requested. The Company's Board of Directors also approved salaries of Greg Miller and Don Riesterer but no formal employment contracts were entered into. Lisa Gunberg originates loans for one of the subsidiaries and receive compensation that is normal and usual for the work performed. David O Thomas receives compensation for consulting services when and as performed.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth: Table 1 - the amount and nature of beneficial ownership of each person known to a beneficial owner of more than five percent of the issued and outstanding shares of the Company and Table 2 - the amount and nature of beneficial ownership of each of the executive officers and directors of the Company. The following information is based on 32,838,101 shares issued and outstanding as of December 31, 2000:

Table 1: SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS

            Name and                Amount and
            Address of              Nature of
Title of    Beneficial              Beneficial       Percent of
Class       Owner                   Owner            Class
---------   -------------           --------------   ----------
Common      Donald Riesterer         6,255,352(1)      19.05%
            8301 Creekside
            Unit 101
            Bloomington MN 55437

Table 2: SECURITY OWNERSHIP OF MANAGEMENT

(1)         (2)                     (3)                (4)
            Name and                Amount and
            Address of              Nature of
Title of    Beneficial              Beneficial         Percent of
Class       Owner                   Owner(3)           Class(4)
--------    -------------------     -------------      ----------
Common      Donald Riesterer         6,255,352(1)        19.05%
            8301 Creekside
            Unit 101
            Bloomington MN 55437

Common      Gregory Miller              300,000            .91%
            869 McDiarmad Dr
            Hudson WI 54016

Common      Leslie Pearson              500,000           1.52%
            7710 Computer Ave #131
            Edina MN 55435

Common      Lisa A. Gunberg           1,100,000           3.35%
            8025 Xerxes Ave So.
            Bloomington MN 55431

Common      David O. Thomas             850,000(2)        2.59%
            2110 US Highway 12
            Menomonie WI 54751

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Common      James Gessert               20,000            0.06%
            7075 River Shore Lane
            Champlin, MN
-------------
Officers and

Directors as a group (6 Persons) 9,025,352 27.48%

(1) Includes 255,352 shares held in the name of Northwest Investment Group, Inc. Riesterer currently has 1,000,000 of his shares escrowed as security on a promissory note; he still retains voting power over such shares. Riesterer's total does not include an 545,486 shares which the Company has agreed to issue as a part of two agreements between the Company and Northwest Investment Trust (an entity controlled by Riesterer); upon the issuance of such shares, he will have 6,800,838 shares or 20.37% of the issued and outstanding shares taking into account the issuance of the additional shares.)

(2) David O. Thomas' shares are his proportionate beneficial interest in a certificate for 850,000 shares owned of record by David Thomas, Douglas Larson, and Emil Gluck. Although Mr. Thomas' beneficial ownership is for one-third of the certificate (283,333 shares) the three individuals have combined voting power over 850,000 shares. As of January 1, 2001, these shares have been escrowed as security on a promissory note; the three individuals retain combined voting power on the shares.

(3) Although each of these officers and directors has been granted stock options during the prior fiscal year, these options are not vested, not exercisable within the next 60 days, and therefore not included in the calculations of beneficial ownership in columns (3) and (4).

Change in Control Arrangements

None.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the past two years, transactions or series of transactions or currently proposed transactions, to which the Company, or any its subsidiaries was or is to be a party, in which the amount exceeds $60,000 and in which any executive officer or director or any 5% security holder or any member of the immediate family of any of the foregoing persons had a material interest are as follows:

WHY USA Note to Quality Investments.

Prior to the Company's acquisition of WHY USA NA, from December 1996 through February 1998, WHY USA NA's three founders, Douglas Larson, Emil Gluck and David O. Thomas, contributed capital sufficient to purchase the WHY USA System, copyrights, trademarks and existing franchise agreements equaling approximately $1,300,000. Each of these gentlemen individually made a cash contributions of $162,000; the balance of the funds contributed for the franchise acquisition were loaned to WHY USA NA by Thomas/Larson/Gluck and other persons through a separate entity, Quality Investments. In connection with the loans, a promissory note was executed by WHY USA NA in the principal amount of $847,500, payable to Quality Investments, Inc., dated April 15, 1999, with interest of 8%. The note was paid in full as of December 30, 1999. Each of the principals of Quality Investments is therefore considered "paid" for his proportionate share of the principal and interest due under the note, including Mr. Thomas. Thomas is a director of the Company.

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Share Issuance to Donald Riesterer as Part of the Acquisition of NWF and Transfer to Other Affiliated Parties

On December 31, 1999, at the acquisition of NWF by the Company, Donald Riesterer, NWF's sole shareholder, became the beneficial owner of 10,000,000 shares of the Company issued in exchange for all of the outstanding shares of NWF. The share certificate was issued to NWF on December 16, 1999, the date of the Acquisition Agreement, although all of the transactions necessary to consummate the acquisition were not accomplished until December 31, 1999. The 10,000,000 shares were transferred to Riesterer as NWF's sole shareholder in January of 2000. Riesterer was elected to the Company's Board of Directors at the consummation of the transaction and also serves as its CEO and is a director of each of its subsidiaries.

Three other officer/directors of the Company derived benefit from the Company acquisition transaction; each was given a portion of Riesterer's 10,000,000 shares. Leslie Pearson, Secretary/Treasurer and a director of the Company received 500,000 shares. Gregory Miller, President and a director of the Company received 300,000 shares. Lisa Gunberg, the Company's Executive Vice President and a director received 1.1 Million Shares. Riesterer transferred the shares as compensation for services provided by those individuals in the transactions leading up to the acquisition transaction as well as in the transition phases of the reorganized entity. The Company has accounted for this transaction as a $ 390,000 compensation expense its financial statements for 2000.

Castlewood Shares Transferred to Entity Controlled by Don Riesterer

Between December 16, 1999 and January 24, 2000, Castlewood Corporation, a majority shareholder of the Company prior to its acquisition, transferred 5,116,000 of its shares to Northwest Financial Group, Inc., a corporation 100% owned by Don Riesterer. Castlewood was an affiliate of the Company up through the acquisition transaction. Riesterer paid Castlewood $150,000 for the shares which Castlewood agreed to sell as an to inducement to enter into the transaction. The transfer reduced Castlewood's ownership to 222,232 shares.

Riesterer & Thomas: Their Relationships to the NWF Purchase of WHY USA NA

Background

On December 31, 1999, NWF, through its sole shareholder, Don Riesterer, acquired WHY USA NA. The transaction was originally commenced between Northwest Financial Group, Inc. (a company founded by Donald Riesterer who is its sole shareholder) and WHY USA NA. Northwest Financial Group, Inc. was a party to the Stock Purchase Agreement with WHY USA NA on September 24, 1999, and a party to the amended agreement on December 30, 1999. On December 30, 1999, Northwest Financial Group, Inc. assigned its interest in the purchase agreements to Donald Riesterer, its sole shareholder, who completed the acquisition including the payment made to the three WHY USA NA shareholders. The acquisition was accomplished through the purchase of all of the outstanding shares of WHY USA NA from its three selling shareholders: Douglas Larson, Emil Gluck and David O Thomas for a total of $2,026,400. (David O. Thomas is a director of the Company and its subsidiaries.) Donald Riesterer individually paid the $2,026,400 WHY USA NA purchase price in a combination of $650,000 cash and three promissory notes. Two of the notes are made to the original selling shareholders of WHY USA NA: Larson, Gluck and Thomas: one for $500,000, and one for $850,000. The third note is to Riesterer for $26,400 and

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has been repaid. David O. Thomas' proportionate interest in the transaction is $675,466. Thomas, who is a director of the Company, and an officer and director of each of its subsidiaries, is one of the founders of the initial WHY USA NA partnership in January 1997 (which funded the acquisition of the WHY USA System), a principal in Mid America Realty (a predecessor party in interest to the WHY USA franchise system acquisition), and a founder of and principal in WHY USA NA, the corporation.

Immediately upon the completion of Riesterer's acquisition of WHY USA NA, he contributed the acquired WHY USA NA shares to NWF for 90,000 of its shares; all of his shares of NWF (which equaled all of NWF's outstanding shares) were acquired by the Company in its acquisition of NWF, discussed above.

Riesterer's Promissory Notes to Larson/Gluck/Thomas

Donald Riesterer individually executed two notes on December 30, 1999 to WHY USA NA's three selling shareholders including David O. Thomas, a current Director of the Company. The terms of the notes originally were as follows:

Note 1: Principal amount of $850,000 with an interest rate of 8.75% due
and payable on December 31, 2000; Note 1 required interest only monthly payments and was secured with a mortgage on real property owned by Riesterer and guaranteed by Northwest Financial Group, Inc.; as an incentive to enter into the Note, Riesterer gave 850,000 shares of his stock in the Company to the lenders. The note was extended as discussed below.

Note 2: Principal amount of $500,000 with an interest rate of 8.75% and
interest only payments each month. The principal was due on December 31, 2000. The note was secured by 1,000,000 of Riesterer's shares of the Company. Note 2. was extended as discussed below.

Extension/Combination of Notes 1 and 2: On December 28, 2000 the parties to Notes 1 and 2 agreed to extend the notes for another year under new terms, at the same time combining the principal due under the two notes into one. A new promissory note was signed by Donald Riesterer on January 1, 2001. The terms of the note include, but are not limited to:

. a combined principal of $1,350,000
. a due date of December 31, 2001
. an interest rate of 9.5% per annum (accelerates to 15% upon failure to pay balloon)
. interest only payments
. a balloon payment of $300,000 due on March 31, 2001
. secured by a mortgage on two properties owned by Northwest Investment Trust and stock owned by Riesterer
. incentives to the note holders

Ownership of WHY USA Franchises by David O. Thomas

David O. Thomas is the owner of Mid America Realty; Mid America Realty is party to some of the agreements through which the rights to the WHY USA System were initially acquired. Mid America is an independently owned and operated franchise. Dave Thomas owns a total of three (3) WHY USA franchises in Wisconsin.

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Compensation to Officers and Directors.

The Company has agreed to compensate David O. Thomas and Donald Riesterer who are officers and/or directors of the Company and its subsidiaries $7,500 or 76% of the initial franchise fees for any franchise sold by them; the Company, therefore, will compensate these individuals at a higher rate for franchise sales than other sales representatives. Although the possibility exists that these gentlemen could earn substantial compensation related to such sales activities, they would need to sell approximately six (6) franchises a year to earn $60,000 in franchise sales commissions. Neither of these gentlemen achieved this level of sales in the past two years. All other compensation to officers and directors has been reported under Executive Compensation.

Rents and Leases

The Company leases its office space in Menomonie from a former director of WHY USA NA, Douglas Larson. Douglas Larson resigned as a director of WHY USA NA on December 30, 1999. The Company rents office space from Donald Riesterer (or an affiliate or Mr. Riesterer) for the Company's offices in Bloomington, the NWF offices on Wayzata Boulevard in Minneapolis, its satellite telemarketing office in Sebeka, and for a small portion of an office in Woodbury Minnesota; the Company pays the affiliate approximately $6,500 per month (or $78,000 per year) for the four facilities. The Company accrued $55,500 of these payments as of the fiscal year end. Greg Miller, the Company's President shares office space with NWF in Minneapolis; although Miller conducts some of his own law practice from that office, he devotes 90% of his time to the Company's business; Leslie Pearson, the Company's CFO, utilizes approximately 600 square feet of the Company's Bloomington office for her professional office space. She furnishes the receptionist for the Company and gives the Company a discounted rate on accounting in return for the use of the space. The Company leases office space in Janesville, Wisconsin for its WHY USA Advantage subsidiary from the parents of Donald Riesterer, Leonard and Adeline Riesterer. The term of the lease is for five years and contemplates future minimum payments throughout its term aggregating $186,000. Donald Riesterer acts as property manager for his parents; the transaction is not considered an arms length transaction although the lease payment is similar to those on similar spaces in the locale.

Affiliation of Northwest Financial Group, Inc. with NWF and the Company

Both Northwest Financial Group Inc. and NWF were founded by Donald Riesterer who was also each corporation's sole shareholder. Up until the acquisition of NWF on December 31, 1999, both entities were in the business of loan origination; and, in fact, Northwest Financial Group Inc. was responsible for payroll for both entities which has been repaid by NWF. The business affiliation of the two entities ceased on April 1,2000 when Northwest Financial Group, Inc., changed its business purpose to real estate holding. Donald Riesterer remains Northwest Financial Group, Inc.'s sole shareholder, and Northwest Financial Group, Inc. is still considered an affiliate of the Company.

Transactions with Northwest Investment Trust(Entity Controlled by Riesterer)

In addition to the rents payable to Northwest Investment Trust on four properties in 2000 (discussed above under Properties), the Company advanced an aggregate of $433,000 (including interest thereon of approximately $18,000) to Northwest Investment Trust, Inc., an entity controlled by Donald Riesterer

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during 2000. The Company booked this as notes receivable, but wrote it off at its year end. Northwest Investment Trust loaned $409,000 of these funds to Cashline, and $23,000 to another mortgage entity, Alliance West. Both entities executed promissory notes in favor of Northwest Investment Trust when the advances were made; neither company was an affiliate of the Company at the time the funds were advanced. Subsequent to the fiscal year end, the Company acquired Cashline. On March 31, 2001 after completing the acquisition transaction, the Company entered into an Assignment and Assumption Agreement with Northwest Investment Trust:

. acknowledging the Company's acquisition of Cashline,
. assigning the Company the Cashline notes payable to Northwest Investment Trust;
. agreeing that Northwest Investment Trust's aggregate investment in Cashline was $708,216, that the Company 's interest in the same constituted $560,000 including accrued interest on the advance, and that Northwest Investment Trust's unrecovered investment in Cashline at the completion of the acquisition was $148,192 (the amount being satisfied by the terms of the agreement);
. agreeing that the Company would issue 296,384 shares of its common stock to Northwest Investment Trust, and
. agreeing that the Company would execute a Promissory Note in favor of Northwest Investment Trust in the principal amount of $85,000.

On March 31, 2001, the Company also entered a second Assignment and Assumption Agreement with Northwest Investment Trust regarding the Alliance West transactions which:

. acknowledged an investment in Alliance West by Northwest Investment Trust in the net amount of $148,060 the repayment of which was secured by notes in favor of Northwest Investment Trust;

. acknowledged outstanding obligations to the Company by Northwest Investment Trust of $23,508,
. acknowledged that the Company has reached an agreement with the sole shareholder of Alliance West, Gregory Dwight, that it would take certain shares in a separate entity controlled by Gregory Dwight in exchange for the Company releasing Dwight from any repayment obligations;
. agreed that Northwest would assign the Alliance West notes to the Company;
. agreed that the Company would issue 249,102 shares of the Company's stock to Northwest Financial Trust as satisfaction of Northwest Investment Trust's interest in the transaction;
. agreed that Northwest Investment Trust would make no demand and has no interest in the Dwight shares which would consist of 400,000 shares in United Equities LLC.

Northwest Investment Trust will be issued an aggregate of 545,486 of the Company's shares as a result of the two transactions; Don Riesterer will be the beneficial owner of the shares.

Transactions with Promoters

None.

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ITEM 13. EXHIBITS AND REPORTS ON 8-K

(a) Index to Exhibits

Exhibit No.        Description                                    Location
----------         ------------                                   ---------
  2.1              Reorganization between the Black Butte             (1)
                     Petroleum, Inc. and Triam Ltd. dated
                     March 23, 1983
  2.2              Acquisition Agreement between Triam Ltd            (1)
                     and Northwest Financial Ltd., dated
                     December 16, 1999
  2.3              Acquisition Agreement Addendum, dated
                     December 20, 1999                                (1)
  2.4              Stock Purchase Agreement dated September
                     24, 1999 between Northwest Financial
                     Group, Inc.,WHY USA NA, and
                     its selling shareholders                         (1)
  2.5              Addendum to Stock Purchase Agreement,
                     dated December 30, 1999 including Assignment     (1)
                     to Donald Riesterer
  2.6              Share Exchange Agreement - Cashline
                     transaction, dated February 8, 2001              (3)
  3.1.1            Articles of Triam Ltd., dated January 6, 1983      (1)
  3.1.2            Amendment to Articles of Incorporation,
                     March 4, 1983                                    (1)
  3.1.3            Amendment to Articles of Incorporation,
                     filed March 29,1983                              (1)
  3.1.4            Articles of Merger, filed on November 9, 1999      (1)
  3.1.5            Amendment to Articles of Incorporation,
                     Jan. 10, 2000                                    (1)
  3.2              Bylaws                                             (1)
  10.1.1           Sample Franchise Agreement                         (1)
  10.1.2           Updated Sample Franchise Agreement                  *
  10.2.1           Sub-Lease on Menomonie Property                    (1)
  10.2.2           Updated Lease on Menomonie Property(10/27/00)       *
  10.3.            Donald Riesterer - Note for $500,000               (1)
  10.4.            Donald Riesterer - Note for $850,000               (1)
  10.5             Mainstreet Agreement, August 1992                  (2)
  10.6             Diane Butts Agreement, April 28, 1998              (2)
  10.7             Erks Agreement, Nov. 17, 1998                      (2)
  10.8             Jarvis Agreement, April 30, 1998                   (2)
  10.9             Regional Sales Representation Agreements
                     Hansen and VanZandt including amendments         (2)
  10.10            Regional Director Agreement- Cosma, Dec. 1, 2000    *
  10.11            Employment Agreement - Diane Butts, Sept. 25, 2000  *
  10.12            Purchase Agreement - WHY USA Advantage Realty
                     and Diane Butts, Sept. 25. 2000                   *
  10.13            Lease - Advantage Realty                            *
  10.14            New extended and combined Note for Donald
                     Riesterer for $1,350,000                          *
  10.15            Option Plan                                         *
  10.16            Sample Option Agreement                             *
  10.17            Assignment and Assumption Agreement between
                     Northwest Investment Trust and the Company
                     Re: Cashline                                      *
  10.18            Assignment and Assumption Agreement between
                    Northwest Investment Trust and the Company
                    Re: Alliance West                                  *
  10.19            Franchise Purchase Agreement, dated March 31, 2001  *

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16               Letter re: Change of Accountants                   (2)
21               List of Subsidiaries                                *
99.1             Press Release                                       *
99.2             Press Release                                       *

(1) Filed with the Company's initial Filing on Form 10-SB on May 10, 2000.
(2) Filed with the Company's Form 10-SB/A No. 1 on August 28, 2000
(3) Filed with the Company's Report on 8-K dated February 20, 2000
* Filed herewith

(b) Reports on Form 8-K

No reports on 8-K were filed during the Company's fourth quarter. The Company filed one report on 8-K subsequent to its year end on February 21, 2001, reporting on its acquisition of Cashline under Items 2 and 7.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

       4/16/01
Date_______________         WHY USA FINANCIAL GROUP, INC.

                                   /s/ Leslie Pearson
                             By: _______________________________
                                 Leslie Pearson
                                 Chief Financial Officer

Pursuant to the requirements 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.

         4/16/01                   /s/ Donald Riesterer
Date: ____________________    By:___________________________________
                                 Donald Riesterer
                                 Director


         4/16/01                   /s/ Leslie Pearson
Date: ___________________     By:____________________________________
                                 Leslie Pearson
                                 Secretary/Treasurer, Chief
                                 Financial Officer and Director


         4/16/01                  /s/ Greg Miller
Date: ___________________     By:____________________________________
                                 Greg Miller
                                 President and Director

         4/16/01                  /s/ Lisa Gunberg
Date: ____________________    By:___________________________________
                                 Lisa Gunberg
                                 Vice President and Director


WHY USA
NORTH AMERICA, INC.

REAL ESTATE FRANCHISE AGREEMENT

Table of Contents

Section                                                                   Page
-------                                                                   ----

       RECITALS ............................................................1
1.     GRANT OF A FRANCHISE ................................................1
2.     TERM OF FRANCHISE; RENEWAL OPTIONS ..................................2
3.     FRANCHISEE'S TRADE NAME .............................................2
4.     LOCATION AND OPENING.................................................2
5.     OBLIGATIONS OF WHY USA ..............................................3
6.     FEES PAID BY FRANCHISEE..............................................4
7.     OTHER OBLIGATIONS OF FRANCHISEE .....................................5
8.     TRADE SECRETS AND CONFIDENTIALITY....................................7
9.     REPRESENTATIONS BY FRANCHISEE .......................................7
10.    TERMINATION OF AGREEMENT.............................................8
11.    COVENANT NOT TO COMPETE ............................................10
12.    SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSTION BY FRANCHISEE........10
13.    SALE, ASSIGNMENT OR TRANSFER OF THIS AGREEMENT BY WHY USA ..........12
14.    COVENANTS FROM INDIVIDUALS..........................................12
15.    INTEGRATION / MODIFICATION .........................................12
16.    WAIVER..............................................................12
17     DISPUTE RESOLUTION..................................................13
18.    SEVERABILITY .......................................................14
19     NOTICES.............................................................14
20.    SURVIVAL OF OBLIGATIONS.............................................14
21.    INFORMATION.........................................................14
22.    INDEPENDENT CONTRACTOR AND INDEMNIFICATION..........................14
23.    ELECTIVE PROVISIONS.................................................15
24.    APPROVAL AND GAURANTEE OF SHAREHOLDERS, MEMBERS OR PARTNERS.........16

REAL ESTATE FRANCHISE AGREEMENT

THIS REAL ESTATE FRANCHISE AGREEMENT ("Agreement") is made and entered into by and between WHY USA NORTH AMERICA, INC., a Wisconsin corporation ("WHY USA"), having its principal offices at 2110 US Highway 12, Menomonie, Wisconsin 54751, and that party designated as "Franchisee" in Section 23.1 herein. WHY USA and Franchisee are collectively referred to as the "Parties."

RECITALS:

A. THE WHY USA SYSTEM

WHY USA has developed a unique and proprietary plan of operation to assist independent real estate brokers and their sales agents in the listing, marketing, advertising, sale, leasing, and/or exchange of residential real property, as the plan may be revised periodically ("System"). The System consists of listing, selling, marketing and management techniques developed by WHY USA, supported by assistance that includes an ongoing sequence of training programs and a variety of copyrighted marketing and educational materials.

The System involves use of the "WHY USA" name and service marks. Franchisees may also participate in joint marketing and educational programs and receive access to newly developed WHY USA promotional and training materials. References to "Franchisee" hereinafter will be deemed to include the Franchisee and its franchised business operation.

WHY USA does not set or dictate fees or commissions charged by Franchisee. Such fees are set by each Franchisee individually.

B. THE TRADEMARKS

WHY USA has the right to license use of the trade name and service mark "WHY USA." The mark was registered by the U.S. Patent and Trademark Office on February 14, 1989, registration number 1,524,821. WHY USA owns rights to other marks, names, and logos which are or may be used in the operation of the System. These marks, names, and logos may be added to, discontinued or changed from time to time by WHY USA. Additionally, WHY USA may obtain other marks, names and logos which may be used in the operation of the System. All such marks, names, and logos will hereafter be referred to as the "Trademarks."

AGREEMENTS:

1. GRANT OF A FRANCHISE

In consideration of Franchisee's payment of the Initial Franchise Fee and the promises contained in this Agreement, WHY USA hereby grants to Franchisee and Franchisee accepts, a nonexclusive license to use the WHY USA System, Trademarks and copyrighted materials pursuant to the terms of this Agreement.

2. TERM OF FRANCHISE; RENEWAL OPTIONS

2.1 Initial Term. The initial term of this Agreement will commence on the date it is executed by WHY USA and expire three years thereafter, unless terminated earlier as provided herein.

2.2 Renewal Option and Manner of Exercise. Franchisee may renew this Agreement for three (3) additional consecutive three year terms, provided that prior to the commencement of any renewal term, Franchisee has fulfilled the following preconditions: (i) Franchisee has fully complied with its obligations under this Agreement throughout the then-current term; (ii) Franchisee gives WHY USA written notice of its decision to renew no earlier than six (6) months and no later than thirty (30) days prior to expiration; and (iii) Franchisee executes a general release in the form prescribed by WHY USA releasing any and all claims against WHY USA and its officers, directors, employees, agents, and affiliates. Upon renewal, Franchisee agrees, at WHY USA's request, to execute a Real Estate Franchise Agreement in the same form as WHY USA is, at the time of such renewal, offering to new franchisees or franchisees who are likewise renewing their Franchise, except that the number of renewal terms remaining shall be reduced by one at each renewal, so that, in the aggregate, the maximum length of any franchise relationship shall be 12 years (one initial and three renewal terms). The revised Real Estate Franchise Agreement may contain terms different from those contained in this Agreement, except that no Initial Franchise Fee or Renewal Fee will be payable. WHY USA may, at its option, require Franchisee to execute a Renewal Agreement instead of a new Franchise Agreement.

3. FRANCHISEE'S TRADE NAME

Franchisee will operate the Real Estate Franchise only under a trade name approved in writing by WHY USA. Franchisee agrees that during and after the term of this Agreement, it will not use the words "WHY" or "USA" in the corporate or trade name of any real estate entity in which Franchisee is involved.

4. LOCATION AND OPENING

4.1 Office Location. Franchisee is entitled to operate one WHY USA Office within Franchisee's Protected Area at a location approved by WHY USA. WHY USA has the right to disapprove an office location if, in WHY USA's reasonable judgment, the location is not suitable for a WHY USA real estate office.

4.2 Protected Area. Franchisee receives a Protected Area as specified in
Section 23.4 of this Agreement. The grant of a Protected Area prohibits WHY USA or a WHY USA affiliate from opening, or granting another franchisee the right to open, an office location within that Protected Area for the listing, marketing, advertising, sale, leasing, and/or exchange of residential real property under the System and using the name "WHY USA." Except as provided in the previous sentence, all WHY USA offices, regardless of whether they are franchised or WHY USA or WHY USA-affiliate owned, may engage in the listing, marketing, advertising, sale, leasing, and/or exchange of residential real property anywhere permitted by law, as well as any other activities within and outside of the Protected Area using the System and/or the WHY USA name.

4.3 Opening. Franchisee agrees to open its WHY USA Office within one hundred twenty (120) days from the date of this Agreement.

5. OBLIGATIONS OF WHY USA

In addition to its other obligations set forth in this agreement, WHY USA agrees as follows:

5.1 Manual. WHY USA will provide Franchisee with the use of a confidential operations/ procedures manual ("Manual"), agent training video/audio tapes, and sample marketing materials.

5.1.1     WHY USA reserves the right to modify the quantity and content
          of the Manual and other training materials and tapes from time
          to time.  All training manuals, tapes and related materials
          shall remain the property of WHY USA and shall be promptly
          returned to WHY USA upon termination of this Agreement.

5.2 Franchise System Training. WHY USA will provide Franchisee with an Initial Training Library of videotapes or audio tapes and manuals and supervise Franchisee's progress with respect to the comprehension and application of the material presented therein. WHY USA also shall provide an Initial Franchise Training Seminar of 1-2 days at a location selected by WHY USA. WHY USA does not charge for providing training but Franchisee pays travel, lodging and incidental expenses to attend. Training includes detailed instruction on the operation of a WHY USA Franchise. Franchisee or Franchisee's manager is required to attend this Training Program within one hundred twenty (120) days from the date of this Agreement. If Franchisee's manager changes during the term of this Agreement, the new manager is required to attend the Training Program prior to becoming the manager.

5.3 Other Materials. WHY USA may, but is not required, to provide new and/or supplemental marketing, educational and advertising materials to Franchisee from time to time during the term of this Agreement.

5.4 Other Assistance. WHY USA shall provide such initial and continuing advisory assistance to Franchisee as WHY USA, in its sole and absolute discretion, shall deem advisable.

5.5 Advertising Funds. WHY USA shall have the right to establish and operate a national and/or one or more regional advertising funds and to require Franchisee to contribute to such funds. The purpose of any national and/or regional fund shall be to promote the System and the WHY USA offices. Any such fund(s) shall operate in accordance with rules and procedures specified by WHY USA in its Manual or otherwise in writing, provided, however, that (i) aggregate monthly contributions shall not be less than $50 or more than 10% of Franchisee's transaction fees for the month; and (ii) any WHY USA office owned or operated by WHY USA shall contribute to the fund(s) on the same basis as franchisees.

5.6 Delegation of Obligations. Franchisee acknowledges and agrees that any duty or obligation imposed on WHY USA may be performed by any designee of WHY USA, as WHY USA may direct.

6. FEES PAID BY FRANCHISEE

6.1 Initial Franchise Fee. Franchisee agrees to pay a nonrefundable Initial Franchise Fee as indicated in Section 23.2.

6.2 Transaction Fees. Franchisee shall submit reporting forms and pay a non-refundable monthly transaction fee to WHY USA in an amount equal to $95 per transaction or 6% of the revenue received from each transaction, whichever is less; provided, however, that after the fourth full month following the date of this Agreement, the Franchisee shall be required to pay a monthly transaction fee to WHY USA in an amount of no less than $325. All payments required by this Section 6 shall be calculated on revenues received from transactions in the preceding month, and shall be submitted to WHY USA, together with any reports or statements required under this Agreement, on or before the tenth day of the subsequent month.

By way of example, on the tenth day of the second month after the date of this Agreement, the Franchisee will be required to pay transaction fees on transactions occurring during the first month. However, in the event these fees for the month do not equal $325, the Franchisee will not be required to pay any additional amount to WHY USA. By way of further example, if during the 4th month the Franchisee had transactions requiring the Franchisee to pay to WHY USA $600.00 on the tenth day of the fifth month, the Franchisee would not be required to pay the minimum monthly transaction fee of $325. However, if the Franchisee had transactions in such month requiring the Franchisee to only pay $200.00 to WHY USA, the Franchisee would be required to make an additional payment of $125.00 for such month to WHY USA and such payment would be due on the tenth day of the fifth month.

Any payment or report not actually received by WHY USA on or before such date shall be deemed overdue. WHY USA shall have the right to require that payments be made by means of electronic fund transfer, pre-authorized auto-draft, or such other means as WHY USA may specify. If any payment under this Agreement is overdue, Franchisee shall pay to WHY USA, immediately upon demand, in addition to the overdue amount, interest on such amount from the date it was due until paid, at the rate of 18% per annum, calculated monthly, or the maximum rate permitted by law, whichever is greater, plus a one-time late charge of $50.00. Entitlement to such interest shall be in addition to any other remedies WHY USA may have. Franchisee shall not be entitled to set-off any payments required to be made under this Section 6 against any monetary claim it may have against WHY USA. If Franchisee allows its account with WHY USA to fall in arrears in excess of 60 days, the Franchisee will remit the required transaction fees and reporting forms on a weekly basis until such time as WHY USA provides written approval to return to the monthly transaction fee payment schedule. A transaction is defined as including any of the following:

(a) a commission received upon any closing as listing agency;

(b) a commission received upon any closing as selling agency;

(c) a referral fee received;

(d) a retainer or advance fee received from a prospective seller or buyer of real estate. If franchisee pays a transaction fee upon receipt of an advance fee, said amount may be deducted from the "final" transaction fee paid upon the closing of the related transaction;

(e) Franchisee shall pay a 1.5% transaction fee on commissions received on the sale of all non-residential property.

6.3 Transfer Fee. Upon an approved transfer, Franchisee agrees to pay WHY USA a nonrefundable Transfer Fee of $2,500.

7. OTHER OBLIGATIONS OF FRANCHISEE

7.1 Start-up Obligations. Prior to commencing business and utilizing the WHY USA Trademarks or the System, Franchisee must complete the Initial Franchise Training Seminar and thoroughly study the manuals and video training tapes to the reasonable satisfaction of WHY USA.

7.2 Continuing Obligations. Franchisee, at its expense, agrees to:

7.2.1     Operate the Franchise continuously in accordance with
          reasonable standards of WHY USA as may be modified from time to
          time and in accordance with all applicable laws;

7.2.2     Assist WHY USA in the protection of its Trademarks and
          implement substitute marks or changes to the marks at
          Franchisee's expense within a reasonable period (not to exceed
          one year);

7.2.3     Include the WHY USA logo, $990 Sells Homes logo and the slogan
          "INDEPENDENTLY OWNED AND OPERATED" on promotional materials,
          including signs, billboards, Internet sites, and other
          materials used to promote the franchised business;

7.2.4     At its expense, purchase or lease, and thereafter maintain,
          computer hardware, software, dedicated telephone and power
          lines, modem(s), printer(s), and other computer-related
          accessories or peripheral equipment specified by WHY USA.
          Franchisee's computer system must have and maintain Internet
          access capability.  WHY USA will have the unlimited right to
          access, retrieve, and use all data and information from
          Franchisee's computer system relating to the parties' rights
          and obligations under this Agreement.  Franchisee must keep its
          computer system in good repair, and at its expense, must
          promptly install additions, changes, modifications,
          substitutions, and/or replacements to the computer hardware,
          software, telephone and power lines, and other computer-related
          facilities, as requested by WHY USA; provided, however, that
          Franchisee shall not be required to spend more than $2,500 on
          hardware and software modifications during the term of this
          Agreement.  Franchisee shall not create or maintain any "Web
          page" or other similar Internet presence in connection with the
          WHY USA business contemplated herein without WHY USA's prior
          written consent as to use and content and if Franchisee creates
          such a Web page, upon termination or expiration of the
          franchise, Franchisee will transfer the domain name to WHY USA;

7.2.5     Act as or designate and maintain a licensed real estate broker
          or as the manager of the franchised business;

7.2.6     Make an independent determination that any marketing,
          advertising or other materials provided by WHY USA to
          Franchisee comply with applicable laws, rules and regulations
          before utilizing same;

7.2.7     Maintain and report listings sold, sales and financial
          information as reasonably prescribed by WHY USA;

7.2.8     Permit WHY USA to inspect Franchisee's business premises and
          business records upon reasonable notice.  WHY USA shall also
          have the right to audit Franchisee's books and records for the
          purpose of determining amounts due WHY USA under this
          Agreement.  Franchisee shall pay costs of the audit if the
          audit establishes a 3% or more underpayment of fees due;

7.2.9     Secure and maintain at its expense, comprehensive public
          liability insurance, covering all actions which are subject to
          Franchisee's indemnification obligation set forth in Section
          22.4 of this Agreement.  Coverage will be in the minimum amount
          of $500,000 bodily injury liability and  $100,000 property
          damage liability.  WHY USA shall be designated as an additional
          named insured.  In addition, Franchisee shall furnish WHY USA
          with all Certificates of Insurance evidencing the proper types
          and minimum amounts of required coverage.  All Certificates
          shall expressly provide that no less than 30 days' prior
          written notice shall be given to WHY USA in the event of
          material alteration to or cancellation or non-renewal of the
          coverages evidenced by such Certificates.  Certificates shall
          name WHY USA as an additional insured, and shall expressly
          provide that any interest of WHY USA shall not be affected by
          any breach by Franchisee of any policy provisions for which
          such Certificates evidence coverage;

7.2.10    WHY USA shall have the right to appoint approved suppliers
          and/or establish minimum specifications for suppliers,
          materials and services used by WHY USA offices.  Franchisee's
          purchases shall be in accordance with any approved suppliers or
          minimum specifications;

7.2.11    During each year of the term of this Agreement, attend at least
          one training session held at the WHY USA National Office or
          attend the yearly WHY USA National Conference.

8. TRADE SECRETS AND CONFIDENTIALITY

8.1 Proprietary Nature of System. Franchisee acknowledges that WHY USA has expended considerable time and monies in the development and refinement of a unique, proprietary and confidential System.

8.2 Confidentiality. Franchisee acknowledges that all information delivered to Franchisee by WHY USA, except information specifically designed to be promoted to the public, constitutes proprietary and confidential information and Franchisee agrees not to disclose such information except as authorized by WHY USA.

8.3 Property of WHY USA. Franchisee acknowledges that the Trademarks, System, and other information or property provided to Franchisee by WHY USA are the exclusive property of WHY USA and that Franchisee acquires no interest therein, except for Franchisee's right to use same in the manner prescribed by WHY USA. Franchisee agrees to use the marks, copyrighted materials and WHY USA System, only as set forth in this Agreement and the Manual as it may be updated and modified from time to time. Franchisee further agrees that it will not contest WHY USA's ownership, title, right or interest in and to the Trademarks, nor WHY USA's right to register, use or license others to use the Trademarks, nor do anything which would jeopardize or diminish WHY USA's right to or the value of the Trademarks.

9. REPRESENTATIONS BY FRANCHISEE

Franchisee represents to WHY USA that the following statements are accurate:

9.1 Disclosure. Franchisee received a copy of the WHY USA Franchise Offering Circular and all attachments thereto, including this Agreement, at the earlier of: (1) the first personal meeting between Franchisee and any representative of WHY USA; (2) ten business days before the signing of any Franchise or related agreement, including this Agreement; and (3) ten business days before payment of any consideration in connection with the sale of the Franchise. Franchisee received a copy of this Agreement, containing all material terms and any amendments thereto, at least five business days prior to signing the same.

9.2 Earnings. Franchisee acknowledges that neither WHY USA nor anyone of its employees or agents has made any representations or statements regarding the past, current or projected revenue, profits or expected earnings of Franchisee's WHY USA business or any other WHY USA-owned or franchised business. Franchisee acknowledges that the success of the franchise is dependent upon the personal efforts of Franchisee and market forces, and that WHY USA has no control over these factors.

10. TERMINATION OF AGREEMENT

This Agreement and the Franchise, in addition to being terminated by expiration of the term, may be terminated only as follows:

10.1 Mutual Consent. Upon the mutual written consent of the Parties.

10.2 Termination After Fifteen (15) Days Notice. WHY USA may suspend ongoing services and/or terminate this Agreement fifteen (15) days after written notice to Franchisee specifying Franchisee's default of any material provision(s) of this Agreement, if one or more of those defaults remain uncured at the end of the fifteen day period. Among the acts constituting a default of a material provision is the failure to make any payment due under this Agreement or any ancillary agreement (such as, for example, a Promissory Note) at the time such payment is due.

10.3 Immediate Termination. WHY USA may terminate this Agreement and the Franchise immediately upon receipt by Franchisee of written notice from WHY USA, and without any opportunity to cure, without refund of any Fees, and without being deemed to have elected its remedies for any of the following reasons:

(a) Franchisee becomes insolvent or makes a general assignment for the benefit of creditors, or a petition in bankruptcy is filed by Franchisee or such a petition is filed against and not opposed by Franchisee;

(b) Franchisee or any shareholder, member, or partner is convicted of a felony, a crime involving moral turpitude, or any other crime or offense that WHY USA believes is reasonably likely to have an adverse effect on the System or the Trademarks; or engages in any other activity which, in WHY USA's reasonable judgment, is morally offensive to community standards;

(c) Franchisee has made any material misrepresentation or omission to WHY USA prior to the execution of this Agreement;

(d) Franchisee breaches any provision of the Covenant Not to Compete,
Section 11, or the Confidentiality provision, Section 8.2;

(e) Franchisee commits three defaults within an 18 month period for which WHY USA sends a Notice of Termination pursuant to Section 10.2, whether or not cured after notice;

(f) Franchisee abandons or closes the business for a period of seven consecutive days without WHY USA's prior written consent;

(g) Franchisee loses any license required with respect to the operation of a residential real estate brokerage business;

(h) Franchisee understates any payment to WHY USA by ten percent or more, or understates any such payment in any amount, twice in any two-year period;

(i) Any purported transfer is made to any third party without WHY USA's prior written consent or opportunity to exercise its right of first refusal, contrary to the terms of Section 12 hereof; or

(j) Franchisee fails to deliver to WHY USA the executed covenants required under Section 14.

10.4 Procedures After Expiration or Termination. Upon expiration or termination of this Agreement, the Franchise granted herein will automatically terminate and revert back to WHY USA and Franchisee will cease to be a Franchisee of WHY USA. All money owed by Franchisee to WHY USA or its designees, including Fees and the balance of promissory notes, if any, shall become immediately due and payable and Franchisee will at its own cost and expense:

(a) Discontinue use of the System, the Trademarks and similar names or marks indicating that Franchisee is or was a Franchisee.

(b) Return to WHY USA all training and education materials, customer lists, manuals, forms, brochures or any other information on hand which contain WHY USA's Trademarks or which are part of the System, assign Franchisee's domain name to WHY USA if the domain name contains either the word "WHY" or the word "USA," or any similar derivative or variation and immediately delete and disconnect any Web-sites whose creation and presence may have been permitted under Section 7.2.4, as well as any e-mail addresses using any WHY USA trademarks.

(c) Promptly pay all sums owing from Franchisee to WHY USA or its designees.

(d) Maintain books and records required by WHY USA pursuant to this Agreement for a period of one (1) year and allow WHY USA to inspect and audit such books and records upon reasonable notice during such period for the purposes of verifying amounts payable to WHY USA by Franchisee.

(e) Abide by all provisions of the Covenant Not to Compete, Trade Secrets and Confidentiality Sections of this Agreement and by all other terms which survive the termination or expiration hereof.

(f) Immediately take such actions as may be required to cancel all assumed names or equivalent registrations relating to the use of any name or Trademarks.

(g) Comply with all obligations to clients under existing listing agreements.

10.5 Limited Power of Attorney. Franchisee irrevocably appoints WHY USA as its attorney-in-fact, to take all actions necessary to cause Franchisee to cease using Trademarks.

10.6 Injunctive Relief. WHY USA shall have the right to seek injunctive relief to obtain the entry of temporary and permanent injunctions and orders of specific performance enforcing the provisions of this Agreement relating to Franchisee's (i) use of the Trademarks; (ii) alleged, actual, or threatened violations of Section 8, 11, or 12; or (iii) any acts or omissions by Franchisee or its employees or agents that constitute a violation of any applicable law, are dishonest or misleading to Franchisee's clients or to the public, or which may impair the goodwill associated with the Trademarks or System. Franchisee agrees to pay all costs and reasonable attorneys' fees incurred by WHY USA in obtaining injunctive relief.

11. COVENANT NOT TO COMPETE

During the term of this Agreement, Franchisee shall not, without the prior written consent of WHY USA, directly or indirectly have any legal or financial interest in or association with, or provide any assistance to, any other business which lists, markets, advertises, sells, leases, and/or exchanges residential real estate. For the one-year period following the termination or expiration of this Agreement, Franchisee shall not, without the prior written consent of WHY USA, directly or indirectly have any legal or financial interest in or association with, or provide any assistance to, any other business which lists, markets, advertises, sells, leases, and/or exchanges residential real estate and which has an office located (i) within the Protected Area; or (ii) within a radius of 30 miles of any WHY USA office (franchised or company or affiliate-owned) open at the time of the termination or expiration of this Agreement.

12. SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION BY FRANCHISEE

(a) No individual Franchisee, or partner, shareholder or member of a Franchisee, without the prior written consent of WHY USA, by operation of law or otherwise, shall sell, assign, transfer, convey, give away, or encumber to any person, firm or corporation, its interest in this Agreement or its interest in the Franchise granted hereby or its interest in any proprietorship, partnership, limited liability company, or corporation which owns any interest in the Franchise. Any purported assignment not having the necessary consent shall be null and void and shall constitute a material default hereunder. Further, and in any event, the franchised business may not be transferred or assigned separate from this Agreement.

(b) WHY USA shall not unreasonably withhold its consent to any assignment of one-half (1/2) or less of the beneficial interest in the Franchise or the franchised business, provided such transfer is not part of a series of transfers intended to evade this provision, and further provided:

(i) The transferee shall enter into a written agreement with WHY USA, in a form satisfactory to WHY USA, assuming and/or guaranteeing all of the Franchisee's obligations hereunder;

(ii) Any defaults under this Agreement on the part of the Franchisee have been remedied; and

(iii) Such other reasonable conditions as may be required by WHY USA in connection with the transaction or assignment have been satisfied.

(c) If an assignment, alone or together with other previous, simultaneous or proposed transfers, would have the effect of transferring more than one-half (1/2) of the beneficial interest in the Franchise or the franchised business, WHY USA shall provide its consent to the assignment only if all of the following conditions and requirements shall first be satisfied:

(i) The transferee shall be of good moral character and reputation and shall have a good credit rating, financial capabilities and competent business qualifications reasonably acceptable to WHY USA. The Franchisee shall provide WHY USA with the information it may reasonably require to make a determination concerning the proposed transferee;

(ii) The transferee, including all shareholders, members or partners of the transferee, shall jointly and severally execute a written assignment, in a form satisfactory to WHY USA, assuming all of the Franchisee's obligations under this Agreement;

(iii) The Franchisee shall have fully paid and satisfied all of the Franchisee's obligations to WHY USA and its affiliates and the Franchisee shall fully pay to WHY USA a transfer fee equal to Two Thousand Five Hundred Dollars ($2,500);

(iv) If the transferee is a corporation, limited liability company, or partnership, all the shareholders, members, or partners of the transferee shall enter into a written agreement, in a form satisfactory to WHY USA, jointly and severally guaranteeing the full payment and performance of the transferee's obligations to WHY USA and agreeing to be personally bound by all covenants and restrictions imposed upon the transferee under the terms of this Agreement;

(v) The transferee must satisfactorily complete WHY USA's initial training seminar before the transferee may assume responsibility for the operation of the franchised business;

(vi) Franchisee executes a general release in the form prescribed by WHY USA against any and all claims against WHY USA and its officers, directors, employees, agents, and affiliates;

(vii) The transferee signs WHY USA's then-current form of Franchise Agreement and assumes all obligations of Franchisee;

(viii) Franchisee is not in default of any obligation under this Agreement; and

(ix) The transferee meets WHY USA's criteria for new franchisees.

In addition, the Franchisee specifically consents to WHY USA releasing to any proposed transferee any information concerning the franchised business which the Franchisee has reported to WHY USA.

13. SALE, ASSIGNMENT OR TRANSFER OF THIS AGREEMENT BY WHY USA

WHY USA shall have the right to transfer or assign all or any part of its rights or obligations under this Agreement to any person or legal entity. With respect to any assignment which results in the subsequent performance by the assignee of all of WHY USA's obligations under this Agreement, the assignee shall expressly assume and agree to perform such obligations, and shall become solely responsible for all obligations of WHY USA under this Agreement from the date of assignment. In addition, and without limitation to the foregoing, Franchisee expressly affirms and agrees that WHY USA may sell its assets, its Trademarks, or its System; may sell its securities in a public offering or in a private placement; may merge, acquire other corporations, or be acquired by another corporation; and may undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring.

14. COVENANTS FROM INDIVIDUAL

Franchisee shall obtain and furnish to WHY USA executed covenants from all officers and directors; and any employee, sales agent, or other individual associated with Franchisee who may have access to any confidential information regarding the WHY USA business, that such individuals shall comply with and be personally bound by the covenants applicable to Franchisee concerning confidentiality and non-competition, as set forth in Sections 8.2 and 11. Every covenant required by this Section 14 shall be on a form provided by WHY USA, which form shall, among other things, designate WHY USA as a third party beneficiary of such covenants with the independent right to enforce them.

15. INTEGRATION/MODIFICATION

This Agreement shall constitute the entire agreement between the Parties, supersede any prior understandings and may not be modified or amended other than by mutual written agreement of the Parties. In the event of a conflict between provisions in this Agreement and the Offering Circular, the terms of this Agreement shall prevail.

16. WAIVER

No delay, waiver, omission, or forbearance on the part of WHY USA to exercise any right, option, duty, or power arising out of any breach or default by Franchisee, or by any other franchisee, of any of the terms, provisions, or covenants thereof, and no custom or practice by the parties at variance with the terms hereof, shall constitute a waiver by WHY USA to enforce any such right, option, or power as against Franchisee, or as to a subsequent breach or default by Franchisee. Subsequent acceptance by WHY USA of any payments due to it hereunder shall not be deemed to be a waiver by WHY USA of any preceding or succeeding breach by Franchisee of any terms, covenants, or conditions of this Agreement.

17. DISPUTE RESOLUTION

17.1 Choice of Law and Venue. This Agreement takes effect upon its acceptance and execution by WHY USA in Wisconsin, and any claim or controversy arising out of or related to this Agreement, or the making, performance, breach, interpretation, or termination thereof, except to the extent governed by the United States Trademark Act of 1946, shall be interpreted and construed under the laws of Wisconsin. In the event of any conflict of law, the laws of Wisconsin shall prevail, without regard to the application of Wisconsin conflict-of-law rules. If, however, any provision of this Agreement would not be enforceable under the laws of Wisconsin, and if the Protected Area is located outside of Wisconsin and such provision would be enforceable under the laws of the state in which the Protected Area is located, then such provision shall be interpreted and construed under the laws of that state. Nothing in this Section 17.1 is intended by the parties to subject the Agreement to any franchise or similar law, rule, or regulation of Wisconsin to which it would not otherwise be subject. Any judicial action not subject to arbitration pursuant to Section 17.2 shall be brought (if by Franchisee) and may be brought (if by WHY USA) in the federal district court covering the location where WHY USA has its principal place of business at the time the action is commenced, except that if the federal district court lacks subject matter jurisdiction, then the action shall be brought in the state court covering such location.

17.2 Arbitration. Except for any actions brought with respect to: (i) ownership or use of the Trademarks; (ii) issues concerning the alleged violations of federal or state antitrust laws; or (iii) securing injunctive relief or specific performance, any claim or controversy arising out of or related to this Agreement, or the making, performance, breach, interpretation, or termination thereof, shall be finally settled by arbitration pursuant to the then-prevailing Commercial Arbitration Rules of the American Arbitration Association or any successor thereto, by one arbitrator appointed in accordance with such rules. Any award of the arbitrator shall be in writing, shall state the reasons for the award (including any findings of fact and conclusions of law) and shall explain the manner in which any awarded damages are calculated. The arbitrator shall not have the power to award damages in excess of actual damages, such as punitive damages, except as may be authorized by federal law. Each party shall pay for its own costs and expenses, including reasonable attorneys' fees and accounting fees, and shall share equally in any costs imposed by the arbitrator and/or the American Arbitration Association. All arbitration proceedings shall take place in Dunn County, Wisconsin. The arbitration award shall be binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Any arbitration proceeding shall be limited to controversies between WHY USA and Franchisee and shall not be expanded to include any other franchisee as a party, or include the adjudication of class action claims.

17.3 Limitations on Action. Any and all disputes or claims arising out of or relating to this Agreement, the relationship of Franchisee and WHY USA, or Franchisee's operation of the WHY USA office, brought by any Party against the other, shall be commenced within two years from the occurrence of the facts giving rise to such claim or action, or such claim or action shall be barred. WHY USA and Franchisee hereby waive to the fullest extent permitted by law any right to or claim of any punitive or exemplary damages against the other and agree that in the event of a dispute between them, each shall be limited to the recovery of any actual damages sustained by it.

18. SEVERABILITY

In the event all or part of any provision of this Agreement is declared invalid or unenforceable, said provision or part thereof will be deemed modified to the extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed. The remainder of the Agreement will continue in full force and effect, provided, however, that if any part of this Agreement relating to payments to WHY USA is declared unenforceable or invalid, then WHY USA may terminate this Agreement upon written notice to Franchisee.

19. NOTICES

Any and all notices furnished pursuant to this Agreement shall be in writing and shall be personally delivered, sent by telecopier, or dispatched by overnight delivery envelope to the respective parties at the addresses set forth in Section 23.5 of this Agreement, unless and until a different address has been designated by written notice to the other Party. Notices shall be deemed to have been received as follows: by personal delivery or telecopier -- at time of delivery; by overnight delivery service -- on the first business day following the date on which the Notice was given to the overnight delivery service. Notices furnished by telecopier shall be confirmed by overnight delivery service.

20. SURVIVAL OF OBLIGATIONS

Any provision or covenant of this Agreement which expressly or by its nature imposes obligations beyond the expiration or termination of this Agreement shall survive such expiration or termination.

21. INFORMATION

Franchisee agrees that information provided by and data, suggestions, forms, sales tools, etc., developed by Franchisee may be used, reprinted and published by WHY USA without compensation to Franchisee.

22. INDEPENDENT CONTRACTOR AND INDEMNIFICATION

22.1 It is understood and agreed by the parties hereto that this Agreement does not create a fiduciary relationship between them; that Franchisee shall be an independent contractor; and, that nothing in this Agreement is intended to constitute either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other for any purpose whatsoever.

22.2 At all times during the term of this Agreement and any extensions hereof, Franchisee shall hold itself out to the public as an independent contractor operating the business pursuant to a franchise from WHY USA. Franchisee agrees to take such action as may be necessary to do so, including, without limitation, exhibiting a notice of that fact in a conspicuous place at the Office Location, the content of which WHY USA reserves the right to specify.

22.3 It is understood and agreed that nothing in this Agreement authorizes Franchisee to make any contract, agreement, warranty, or representation on WHY USA's behalf, or to incur any debt or other obligation in WHY USA's name; and that WHY USA shall in no event assume liability for, or be deemed liable hereunder as a result of, any such action; nor shall WHY USA be liable by reason of any act or omission of Franchisee in its conduct of WHY USA's real estate franchise or for any claim or judgment arising therefrom against Franchisee or WHY USA.

22.4 Franchisee shall indemnify and hold WHY USA, WHY USA's owners and affiliates, and their respective officers, directors, employees, and agents harmless against any and all claims arising directly or indirectly from, as a result of, or in connection with Franchisee's operation of its WHY USA real estate franchise, as well as the costs, including attorneys' fees, of defending against them.

23. ELECTIVE PROVISIONS

23.1 Franchisee's Legal Name:

Franchisee is an individual( ), a partnership( ), a corporation( ), a limited liability company ( ).

Mailing Address:_____________________________________________________________


Home Address :_______________________________________________________________


Home Phone Number:______________________________________

SHAREHOLDERS/MEMBERS/PARTNERS
                                        NUMBER OF          PERCENT
NAME          ADDRESS                   SHARES             INTEREST
----         -----------               -----------         -----------

______________________________________________________________________________


23.2 Initial Franchise Fee.

The Initial Franchise Fee shall be $14,990.

23.3 Other Provisions.



23.4 Protected Area.

The Protected Area set forth in Section 4.2 shall be the following geographic territory:



23.5 Addresses for Notices.

Notices to WHY USA:     WHY USA North America, Inc.
                        2110 US Highway 12
                        P.O. Box 497
                        Menomonie, Wisconsin  54751-0497

Notices to Franchisee: __________________________________



24. APPROVAL AND GUARANTEE OF SHAREHOLDERS, MEMBERS OR PARTNERS

If Franchisee is a corporation, limited liability company, or partnership, all shareholders, members, or partners of the Franchisee (and their respective spouses) hereby guarantee the performance of Franchisee under this Agreement.

____________________________________
Guarantor Signature (Personally)          Interest in Franchisee:____________


____________________________________
Guarantor (Spouse Personally)


____________________________________
Guarantor Signature (Personally)          Interest in Franchisee:____________


____________________________________
Guarantor (Spouse Personally)

IN WITNESS WHEREOF, the Parties have executed this Real Estate Franchise Agreement.

WHY USA NORTH AMERICA, INC.          FRANCHISEE


By:____________________________      By:_________________________________
     David O. Thomas

Its: President                       Its: _______________________________


Date:__________________________      Date:_______________________________


Exhibit 10.2.2

COMMERCIAL LEASE

Douglas A. Larson (Lessor) hereby agrees to lease to WHY USA Financial Group, Inc. (Lessee) approximately 1,000 sq. feet of office space in the northeast corner of the first floor of the building located at 2110 Highway 12 West, Menomonie, WI. This lease shall begin November 1, 2001 and will last until either Lessor or Lessee gives 60 days advance written notice to the other party terminating the lease. Monthly rent shall be Eleven Hundred Dollars ($1100.00) and shall include heat, air conditioning, water and sewer, and electricity. Lessee is responsible for its own cleaning and janitorial services. At the end of the lease, Lessee agrees to either A) leave its existing telephone system as is on the premises or B) pay for the cost of reinstalling all telephone lines and reconnecting them with the original telephone system which was installed in the building. Lessee's current telephone system may not be removed until all the original telephone system is reconnected and working. Lessee is responsible for any repairs or cleaning necessary to restore its lease space to original condition at the end of the lease. Lessor and Lessee shall each be responsible to maintain appropriate insurance for their interests in the premises and property located on the premises. Lessee shall maintain public liability insurance in a total aggregate sum of at lease $1,000,000.00 and shall provide appropriate evidence of same to Lessor. Lessee agrees to defend, indemnify, and save Lessor harmless from any liability from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Lessor may suffer or incur in connection with Lessee's use of the premises. In the event of a dispute between Lessor and Lessee, the non-prevailing party shall pay reasonable attorney fees and disbursement to the prevailing party. Lessee shall pay $10.00 per day for each day the rental payment is received by Lessor after the 3rd day of each month. Carpet or tile protectors must be used under all desk chairs.

The preceding lease is understood and accepted.

WHY USA Financial Group, Inc. (Lessee) 8301 Creekside Circle #101 Bloomington, MN 55347

Date 10/27/00                  By: /s/ Donald Riesterer
                                   ____________________________________

                                   CEO - Chairman of the Board
                                   ____________________________________
                                   Its Authorized Representative

Date 10-27-00                      /s/ Douglas Larson
                                   _____________________________________
                                   Douglas Larson (Lessor)
                                   P.O. Box 636

                                   Menomonie, WI 54751


Exhibit 10.10

REGIONAL SALES DIRECTOR
INDEPENDENT CONTRACTOR AGREEMENT

Agreement, dated December 1, 2000 WHY USA North America, Inc. (hereinafter "COMPANY") and Mario Cosma (hereinafter "SALES REP").

1. TERM AND EXTENSION. The term of the relationship between the COMPANY and the SALES REP hereunder shall commence on December 1, 2000 and shall continue until December 31, 2001.

2. RELATIONSHIP BETWEEN PARTIES. The COMPANY shall retain the SALES REP, on the basis of an independent contractor, and the SALES REP shall serve the COMPANY upon the terms and conditions hereinafter set forth.

Be it understood that a SALES REP is considered an Independent Contractor. It is a mutual understanding and agreement by those parties signed below, that an Independent Contractor is a self-employed individual, and shall be solely responsible for the payment of their own state and federal income tax and self-employment tax. The COMPANY shall not under any circumstances withhold and pay, or be responsible to withhold and pay to the appropriate government agency, such taxes. The SALES REP shall not be entitled to retirement benefits, fringe benefits, unemployment compensation, and workman's compensation coverage, distributions or other benefits, which may be provided to employees of the COMPANY.

3. DUTIES. During, the period of this agreement hereunder, the SALES REP shall serve the COMPANY and shall perform any and all general franchise services required or requested in connection with the business.

a) It shall be the duty of the SALES REP to represent and sell Company franchises in the geographic area of the state of California.

b) It shall be the duty of the SALES REP to confer with the COMPANY as well as their region in order to familiarize themselves with all rules and regulations regarding the sale and/or presentations and strategies for sale of Franchises in all territory that they are authorized to sell Franchises. This includes all Federal, State and Local rules and laws concerning franchises and sales of franchises.

c) The SALES REP shall follow the COMPANY policy and procedures when selling franchises, These include:
1. To notify the COMPANY whenever they propose to sell in a region other than the one approved with this agreement so that the COMPANY may approve any changes and where necessary register them with the appropriate agencies, in particular with those states that mandate registration.
2. Always provide an offering circular as required by law and then allowing ten (10) workdays before presenting a Franchise Agreement to prospect.

Regional Sales Director - Broker 1


3. To solicit offices, which are not franchises unless they have a written invitation from the specific office requesting information on COMPANY Franchises.
4. Accurately represent and state COMPANY policies to all potential and present customers.
5. Inform the COMPANY Director of Sales and Marketing of all problems concerning offices within the sales territory.
6. Inform the COMPANY Director of Sales and Marketing if the SALES REP is representing, or plans to represent any other business firm. In no event shall the SALES REP represent a competitive company or product line either within or outside the designated sales area.
7. The SALES REP agrees to perform at all times the services contemplated in this agreement in a manner which will maintain and increase rather than diminish the goodwill and reputation of the COMPANY, and shall do nothing to disturb or devalue these interests or to bring discredit upon the COMPANY.
8. The SALES REP shall pay for, at his or her expense a personal automobile, gasoline, entertainment expenses, medical insurance, auto insurance, personal insurance and all other business expenses.
9. The SALES REP agrees to submit completed contact reports to the Director of Sales and Marketing on a monthly basis. (See Appendix A.)

4. COMPENSATION. The COMPANY shall pay to the SALES REP for their service a sum of $4000.00 for each franchise unit sold during the period of this agreement. Such sum will be paid upon satisfactory completion of franchise sale and from the proceeds received from the client for whom franchise services, are rendered.

5. COVENANT NOT TO COMPETE. The SALES REP acknowledges that during the performance of their duties, they will have been exposed to, have had access to and otherwise will be trained in utilizing marketing programs and techniques which have been developed by COMPANY and/or which are unique to the real estate industry including, but not limited to, the COMPANY 990 OPPORTUNITY Program, the 29 DAY FAST SALE Program, and the like (hereinafter the "proprietary programs"). The SALES REP acknowledges that the COMPANY has a protected interest in having the SALES REP restrained from utilizing these proprietary programs and techniques in competition with the COMPANY for a reasonable period of time following termination of this Agreement.

Accordingly, the SALES REP agrees that for a period of two (2) years, within the state of California or any other state in which there is a COMPANY office following termination of this Agreement, they shall not compete with the COMPANY either directly or indirectly, in any capacity either as owner, agent, independent contractor, employee, consultant, or otherwise by utilizing COMPANY proprietary programs or programs similar thereto in the real estate business or any other business.

Since a breach of the provisions of this section of this Agreement could not adequately be compensated by money damages, COMPANY shall be entitled, in addition to any other right to

Regional Sales Director - Broker 2


remedy available to it at law or equity, to an injunction restraining the breach or threatened breach and to specific performance of any provision of this section of this Agreement. If the scope of any provision of this paragraph, or of this Agreement is found by any Court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason it shall not affect the validity of the remaining provisions of this Agreement.

8. INDEMNIFICATIONS AND HOLD HARMLESS PROVISION. The SALES REP agrees to indemnify and hold harmless the COMPANY from any and all claims by the SALES REP, which may arise out of and in the course of the performance of their duties hereunder. Any and all claims for unemployment benefits and or claims for workers' compensation benefits are hereby expressly waived by the SALES REP who agrees to maintain separate policies of liability, health, and accident insurance as may be necessary or required by the COMPANY in connection with the performance of duties in this agreement. The SALES REP shall hold the COMPANY harmless for any and all acts committed by the SALES REP in which they have misrepresented the COMPANY that may result in litigation.

9. RESIGNATION. The SALES REP agrees to provide the COMPANY 30-days' written notice should they intend to terminate this agreement. Within seven working days from the notice of resignation the SALES REP agrees to the following:

a) To return promptly all materials and samples provided by the COMPANY to them.

b) To immediately deliver all "proprietary information" in their possession or subject to their control to a designated representative of the COMPANY.

c) To acknowledge that all other files maintained by them in connection with the performance of their services for the COMPANY belong to the COMPANY. The COMPANY shall retain said files.

10. ENTIRE AGREEMENT. This Agreement shall be construed in accordance with Wisconsin law, which shall prevail, and shall constitute the entire Agreement between the parties. In witness whereof, David 0. Thomas has caused this Agreement to be executed in its corporate name by its corporate officers, and Mario Cosma, the SALES REP hereunder, have set their hand and seal, as of this day and year first above written.

WHY USA North America, Inc.                       Regional Sales Director



__________________________________                ___________________________
David 0. Thomas, President                        Mario Cosma




Regional Sales Director - Broker                                           3


Exhibit 10.11

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made effective this 25th day of September, 2000, by and between Advantage Realty of Janesville, hereinafter called the Company, and Diane Butts, hereinafter Called Employee.

1. Employment. The Company hereby agrees to employ and does employ the Employee to perform the work required in the general management of the affairs of the Company's real estate office located at 300 North River Street, Janesville, Wisconsin 53545, and such other duties as shall be required by the Company, and the Employee, in consideration thereof, agrees to faithfully execute the labors of her engagement in a good and workmanlike manner, and further to conduct herself in such a way as shall serve the best interests of the Company.

2. Compensation. The Company hereby agrees to pay the Employee a monthly salary of $2,000 for her services as manager of the Company's office so long as the Employee's services are satisfactory to the Company. Additionally, the Employee shall be entitled to a commission of 50% of transaction revenues from transactions on her listings/sales. Employee shall also be entitled to a 10% override commission on the transactions of the other agents in the specified office.

3. Expenses. The Company agrees to reimburse the Employee for all expenses incurred by the Employee, which expenses are incurred on behalf of the Company and are deemed ordinary ad necessary expenses pursuant to the Internal Revenue Code.

4. Compensation of Expense Reimbursement Claimed to be Excessive by Governmental Authority. Any payments made to the Employee including salary, commission, bonus, interest, rent or entertainment which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by the Employee to the Company to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payments of each such amount disallowed.

5. Duties. The duty of the Employee shall be those reasonable managerial duties as are determined from time to time by the Company. If the Employee is elected or appointed as a Director or an Officer of the Company during the term of this Agreement, the Employee will serve in such capacity or capacities with such compensation, if any, as is determined by the Company; but nothing herein shall be construed as requiring the Company, or anyone else, to cause the election or appointment of the Employee such Director or Officer.

6. Term. This Agreement may not be terminated by either party within the first two years of the agreement accept as specified herein, and only thereafter upon written notice, given by either party at any time, with or without cause.

7. Time and Effort/Independent Activities. The parties acknowledge that Employee is not required to devote her full time and attention to the performance of duties as manager of the Company's office. Instead, Employee shall devote such time to the business of the Company as


Employee and the Company mutually determine from time to time.

8. Applicable Law. This Agreement shall be governed in all respects, whether as of validity, construction, capacity, performance, or otherwise, by the laws of the State of Minnesota.

9. Additional Terms. Employee shall be obligated to increase the number of agents operated out of the specified office to eight (8) by March 31, 2001.

IN WITNESS WHEREOF, the parties have signed this Agreement.

ADVANTAGE REALTY OF JANESVILLE

By: /s/ Donald Riesterer
   ---------------------------------
        Donald Riesterer, President

EMPLOYEE

By: /s/ Diane Butts
    --------------------------------

        Diane Butts


Exhibit 10.12

ASSET PURCHASE AGREEMENT

This AGREEMENT is made as of the 25th day of September, 2000, by and between Advantage Realty of Janesville, Inc., a Wisconsin corporation ("hereinafter "Buyer"), and Diane and Associates Real Estate, Inc., a Wisconsin corporation (hereinafter "Seller").

RECITALS

A. Seller operates a real estate brokerage office, located at 300 North River Street, Janesville, Wisconsin 53545 ( the "Business").

B. Seller desires to sell certain assets used by it in the operation of the business and Buyer is willing to purchase the same under the terms and conditions hereinafter set forth.

AGREEMENT

In consideration of the mutual provisions, representations, warranties covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I
TRANSFER OF ASSETS AND PROPERTIES

1.1 Purchase and Sale of Assets. On the terms and subject to the conditions of this Agreement, on the Closing Date, the Buyer shall purchase from the Seller and the Seller shall sell, assign, transfer and deliver to the Buyer, the fixtures and equipment owned by Seller and used in the operation of the Business as described on Exhibit A and all inventory located at the Business as of the Closing Date (the "Assets") but shall exclude any Excluded Assets as defined in Section 1.2.

1.2. Excluded Assets. The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to the Buyer.

See Exhibit B.

1.3 Instruments of Transfer. The transfer of the Assets of Seller, as herein provided, shall be effected by bills of sale, assignments, drafts, checks and other instruments of transfer and conveyance in such form as shall be sufficient to transfer the Assets, as contemplated by this Agreement, and as shall reasonably be required by Buyer.

ARTICLE 2
PURCHASE PRICE AND TERMS

2.1 Consideration for Assets. The purchase price to be paid by Buyer to Seller for the Assets shall be determined follows:

1. The sum of One Hundred and Forty Thousand and no/100ths ($140,000.00) Dollars for the equipment, fixtures and goodwill located at the Business. Seller


the sale.

2.2 Payment of Consideration. The purchase price shall be paid as follows:

1. $30,000 shall be paid in cash or cash equivalents at closing ($20,000 has been paid as earnest money with the remaining balance of $10,000 to be paid at closing).

2. $30.000 has been paid to and received by Seller as part of the compensation due under the preliminary draft of the Seller's engagement agreement, dated May 1, 2000.

3. Four equal payments of $12,500.00 commencing on Jan. 1, 2001 and continuing every three months until the last payment is due on December 31, 2001.

4. 20,000 shares of Why USA Financial Group, Inc. common stock shall be paid to Seller as and for the balance of the purchase price. These shares shall be delivered to Seller upon the successful completion of the term of the two year engagement contract. A true and correct copy of the Engagement Contract is attached hereto as Exhibit C and the terms thereof are incorporated into this provision by reference.

ARTICLE 3
ASSUMPTION OF OF LIABILITIES

3.1 Limitation on Assumption of Liabilities. Seller shall transfer the Assets to the Buyer free and clear of all liens and encumbrances. Buyer shall not, by virtue of its purchase of the Assets, assume or become responsible for any liabilities or obligations of the Seller except as stated herein.

ARTICLE 4
CLOSING

Subject to the conditions contained herein, the Closing of the transactions to be effected hereunder (the "Closing") shall be held at such location as is mutually agreed upon in writing by the Buyer and the Seller. The closing shall occur an September 21st, 2000 (the "Closing Date").

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Seller hereby represents and warrants with the intention that Buyer shall rely thereon in performing hereunder, as follows:

5.1 Authority. Seller has the authority to sell the subject assets. Buyer agrees, however, that Seller cannot assign its lease without permission of the Landlord.

5.2 Title to Assets. Seller holds title to the Assets free and clear of all liens, encumbrance.

ARTICLE 6
CONDUCT IN TRANSACTIONS OF BUSINESS PRIOR TO CLOSING

6.1 Conduct Of Business. From the date hereof, Seller agrees that its business will be conducted in the ordinary course of its business.

6.2 Seller shall turn over to Buyer possession of the business and all operations thereof immediately upon closing.

6.3 Announcements. Buyer and Seller agree not to make any announcements or other public disclosure of the terms of the transaction contemplated by this Agreement unless first mutually agreeing to do so.

ARTICLE 7
EXECUTION OF SUBLEASE, LEASE ASSIGNMENT AGREEMENT

The Parties agree that the parties will work to continue all existing leases and contracts associated with the subject business location. The parties will execute all documents necessary to complete the transaction.

ARTICLE 8
INDEMNIFICATION

8.1 Indemnification by the Seller. The Seller covenants and agrees with the Buyer that the Seller shall pay and perform, and shall indemnify the Buyer, and hold the Buyer harmless from and against any and all costs, losses, claims, liabilities, damages and expenses (including reasonable attorney fees) resulting from, arising out of, or incurred in connection with all liabilities or claims relating directly or indirectly to the Assets or the business of Seller which arise out of the events existing or occurring at any time before the Closing.

8.2 Indemnification by the Buyer. The Buyer covenants and agrees with the Seller that the Buyer shall pay and perform and shall indemnify the Seller, and hold the Seller harmless from and against any and all costs, losses, claims, liabilities, damages and expenses, (including reasonable attorney fees) resulting from, arising out of, or incurred in connection with liabilities or claims relating directly or indirectly to the Assets or the business of Buyer which arise out of events existing or occurring at any time on or after the Closing.

ARTICLE 9
MISCELLANEOUS

9.1 Entire Agreement. This Agreement (including Exhibits) supersedes all prior agreements and understandings, oral and written, between the parties hereto, with respect to the subject matter hereof and cannot be changed or terminated orally, and this Agreement together with related agreements executed in connection herewith, constituting the entire agreement of the parties as to the matters set forth herein and therein.

9.2 Amendments. No amendments or waiver of any provisions of this Agreement or any document referred to herein or contemplated hereby, shall be effective unless the same shall be in writing and signed by all the parties and then such waiver shall only be effective in the specific instance and for specific purpose for which it was given.

9.3 No Warranties, Sale "As Is". Except as expressly stated in this Agreement, the Seller makes no other warranties or representations expressed or implied. The Buyer acknowledges that the Buyer is entering into this Agreement and will be purchasing and the Assets and subleasing the Premises after and in complete reliance upon Buyer's own inspection the Assets being sold under this Agreement and the Premises being subleased. Buyer is acquiring the Assets and subleasing the Premises on an "as is" basis without representation or warranty, expressed or implied, of any kind whatsoever, by Seller or any person or entity on behalf of Seller regarding the physical condition of the Assets or Premises, the income producing value of the Assets or the prior business of the Seller at the Business or regarding any other matter relating to the condition or value of the Assets or Premises or their fitness for any particular use.

9.4 Remedies. In the event Buyer shall default under this Agreement, then and in that event Seller may terminate this Agreement and upon such termination Seller may retain the earnest money as liquidated damages, time being at the essence of this Agreement. This provision shall not deprive either party of the lights of enforcing the specific performance of this Agreement or avail itself of any other remedy for default which said party may have at law, in equity or by statute.

9.5 Notices. Any notice, request, demand, or other communication permitted hereunder shall be deemed duly given if delivered or mailed postage prepaid, certified or registered, at the addresses as set forth below.

If to Buyer:                Donald Riesterer
                            c/o Why USA Financial Group. Inc.
                            2801 Wayzata Blvd.
                            Suite 203
                            Minneapolis MN 55405

If to                       Seller Diane Butts
                            300 North River Street
                            Janesville, WI 53545

9.6 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and pertained assigns. Except as provided herein, no party shall assign its rights or obligations hereunder without the prior written consent of all the other parties.

9.7 Controlling Law. This Agreement has been made under the laws of the State of Minnesota and such laws will control its interpretation.

9.8 Captions. Captions to paragraph headings or captions appearing in this Agreement are for convenience only and are not a part of this Agreement and are not to be considered in interpreting this Agreement.

9.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to bee an original and all of which shall constitute one in the same agreement.

9.10 Joint and Several Liability. If Buyer is composed of more than one signatory to this Agreement, each signatory will be jointly and severally liable with each other signatory for the payment and performance of all of the terms and conditions of this Agreement. The act of written notice to, written notice from, refund to, or signature of any signatory to this Agreement including, without limitation modifications of this Agreement made by fewer than all


the notice of refund, or signed.

SIGNATURES

Each of the parties has caused this Agreement to be executed by the undersigned, its duly authorized officer as of the daft first above written.

                                    SELLER:
DATED 9-25-00                       DIANE AND ASSOCIATES REAL ESTATE, INC.
     ---------
                                    /s/ Diane Butts
                                       --------------------------
                                    By: Diane Butts, President


                                    BUYER:
DATED 9-25-00                       ADVANTAGE REALTY OF JANESVILLE, INC.
      --------
                                    /s/ Donald Riesterer
                                        ----------------------------
                                    By: Donald Riesterer, President

By: Dowd Neqaer, PresWut


Exhibit 10.14

PROMISSORY NOTE

$1,350,000.00 January 1, 2001

FOR VALUE RECEIVED, the undersigned, Donald Riesterer (hereinafter "Borrower), as maker, promises to pay to the order of Dave Thomas, Emil A. Gluck, and Douglas A. Larson and their successor (hereinafter The "Lender"), or order at 2710 Shady Pine Lane, Menomonie, Wisconsin, 54751, or at any other place designated by the Lender hereof, in lawful money of the United States of America, the principal sum of One Million Three Hundred and Fifty Thousand dollars and 00/100 ($1,350,000.00) together with interest at a rate of nine and one-half percent (9.5%) per annum on the principal balance outstanding from time to time hereunder.

EVERY MONTH payments consisting of interest only in the amount of Ten Thousand Six Hundred and Eight Seven Dollars 50/00 ($10,687.50) each shall be made commencing on January 1, 2000 and on intervals of the first day of every month thereafter through, and until, March 1, 2001. On, or before, March 31, 2001 Borrower shall pay a partial balloon payment in the amount of $300,000.00 to be applied to the principal balance. Commencing April 1, 2001 the interest only payment shall be paid by Borrower on the first of each successive month in the amount of Eight Thousand Three Hundred Twelve Dollars 50/00 ($8,312.50) until December 31, 2001, at which point the remaining principal balance shall be due and payable.

In the even that the Borrower fails to pay the required partial balloon payment, the interest due on that $300,000 payment shall be increased from 9.5% to 15% until such time as that payment is made. Failure to make the partial balloon payment shall be a default of this note. Interest shall be calculated from the date hereon.

This Promissory Note may be prepaid in full or in part (but if is part, in multiples of no less than $100.00), at any time, or from time to time hereafter, without premium or penalty. Interest shall be computed on the unpaid principal balance at the end of each day as follows: The rate of interest shall be divided by 365 and the unpaid principal balance of this Note shall be multiplied by the percentage so obtained. Payments hereunder shall be applied first to accrued but unpaid interest and the excess, if any, to the principal.

This Promissory Note is secured by a mortgage dated December 30, 1999, and filed on December 27, 2000 with the Washington County Recorder, on property commonly described as 1800 and 1802 Wooddale Drive, Woodbury, Minnesota. (A true and correct copy of said mortgage is attached hereto.) This Promissory Note replaces and satisfies the term of those two Promissory Notes between the parties hereto dated December 30, 1999 in the principal amounts of $500,000 and $850,000 respectively. This Note also replaces those terms and obligations contained in that letter of intent referenced in the party's December 30, 1999 Promissory Note. Specifically, the parties agree that the shares of Why USA Financial Group, Inc. common stock (1,850,000 shares total) that was to be both transferred to Lenders (850,000 shares) and as collateral for the December 30, 1999 Notes (1,000,000) shall now be deemed collateral for this loan with the certificates to be held in escrow. (A true and correct copy of the Security Agreement for said collateral is attached hereto). These shares shall be unrestricted and free trading and can be sold by the Lender immediately upon default of the note, subject to the applicable securities law and requirements of the SEC.

As additional incentive to lend, Borrower shall make exercisable options available to Lenders to purchase 650,000 shares of Why USA Financial Group, Inc. common stock at $.10/share. This option


shall have a term of 2 years beyond the term of this Note. These option shares shall be unrestricted and free trading, subject to applicable securities law and the requirements of the SEC. Lender acknowledge that the option stock will have been held by Donald Riesterer for one year as of January 24, 2001. Further, as an additional incentive to lend, the Borrower shall, at his expense, acquire and covey to Lender 10% of all new Why USA Financial Group, Inc. shares issued in excess of the number of shares issued at the time of acquisition of Why USA Financial Group, Inc. by Northwest Financial (31,412,850). The only exception will be new shares issued and associated with transactions involving, the Larson, Gluck and Thomas after January 01, 2001.

In the event of any default in the terms hereof or the payment of any principal when due hereunder, then the entire unpaid principal balance of this Promissory Note shall, at the option of the Lender hereof become immediately due and payable, in full, without presentment or other notice or demand of any kind. Failure to exercise such option, however often, shall not constitute a waiver of the right to exercise it thereafter.

The following events shall constitute a default:

1.) The apparent insolvency of the Borrower;

2.) Appointment of a Receiver for Borrower's property and business operations;

3.) The commencement of bankruptcy proceedings, voluntary or involuntary by or on behalf of the Borrower;

4.) The failure to timely make payments as set forth herein;

5.) Failure to timely make payments for merchandise received on credit from Lender.

6.) The sale of all or substantially all of Borrower's assets,

7.) A default as defined by documents executed concurrently herewith; and

8.) The failure to abide by any of the term set forth herein.

The Borrower agrees to pay all costs of collection, including reasonable attorney's fees and legal expenses, incurred by the Lender hereof at any time in the event this Promissory Note is not duly paid or a default exists. The Borrower agrees to submit to the jurisdiction of the Wisconsin Circuit Court, in the event a dispute arises herein. The Lender's rights or remedies hereunder shall be cumulative and in addition to other remedies which may be available at law.

In the event any provision(s) herein becomes enforceable as a matter of law, said provision(s) shall be stricken and the remaining provisions shall be valid and enforceable.

Presentment or other demand for payment, notice of dishonor and protest are hereby expressly waived.

This Promissory Note shall be governed by the laws of the State of Wisconsin.

Executed on Following Page.

BORROWER

/S/ Donald Riesterer                           /s/ Clara Olson
--------------------------                     --------------------------
Donald Riesterer                                (Witness)

                                               /s/ signature illegible
                                               --------------------------
                                                (Witness)

GUARANTY

Northwest Financial Group, Inc., through do undersigned officer, does hereby guaranty payment of the above debt and pledges its assets, as described in that Mortgage of even date, toward full payment thereon.

Northwest Financial Group. Inc.

/s/ Donald Riesterer
---------------------------
Donald Riesterer, President


Exhibit 10.13

OFFICE LEASE

Leonard J. Riesterer and Adeline Riesterer

Landlord

and

WHY USA Financial Group, Inc.

Tenant


TABLE OF CONTENTS

1. Lease of Premises ..................................................... 1
2. Term of Lease ......................................................... 1
3. Base Rent ............................................................. 1
4. Additional Rent ....................................................... 1
5. Use, Possession and Maintenance of the Premises ....................... 3
6. Assignment and Subleasing ............................................. 5
7. Alterations and Improvements .......................................... 5
8. Insurance Coverage to be Maintained by Tenant ......................... 5
9. Condemnation .......................................................... 6
10. Loss by Casualty ..................................................... 7
11. Default .............................................................. 7
12. Common Areas ......................................................... 9
13. Subordination and Nondisturbance ..................................... 9
14. Substitution of Premises ............................................. 9
15. Notice .............................................................. 10
16. Attorney's Fees ..................................................... 10
17. Financial Statements ................................................ 10
18. Estoppel Certificates ............................................... 10
19. Security Deposit .................................................... 11
20. Guaranty ............................................................ 11
21. Landlord's Lien ..................................................... 11
22. Brokers ............................................................. 11
23. Miscellaneous ....................................................... 11
24. Exhibits ............................................................ 11


OFFICE LEASE

THIS LEASE is entered into effective as of June 1 2000 by Donald L. Riesterer and Adeline Riesterer ("Landlord") and WHY USA Financial Group, Inc. ("Tenant").

1. Lease of Premises.

The "Premises," consisting of the portion of the "Building" shown by cross-hatching on attached Exhibit is hereby leased to Tenant. The Building is located 300 N. River St., Janesville, WI 53545. The Premises shall be deemed to consist of 4,000 net rentable square feet. The Building presently consists of 4,000 net rentable square feet.
Tenants proportionate share shall be 100% a fraction of which the numerator is the net rentable area of the Premises and the denominator of which is the net rentable area of the Building.

2. Term of Lease.

The "Tenn" of this Lease is five (5) year and zero (0) months and shall begin on the Commencement Date". The Commencement Date shall be June 1, 2000. Landlord shall deliver possession of the Premises to Tenant on or prior to the Commencement Date, but no delay beyond the reasonable control of Landlord shall affect the validity of this Lease nor subject Landlord to any liability. If Tenant remains in possession of the Premises after the Term without Landlord's consent, Landlord shall be entitled to all remedies available at law or in equity, including the right to elect to treat Tenant as a tenant from month to month, subject to all provisions of this Lease but with Base Rent and Additional Rent at one hundred and five percent (105%) the rate charged during the previous Lease Year.

3. Base Rent.

Tenant shall pay Base Rent in the amount or amounts set forth on attached Exhibit B. Base Rent, together with Additional Rent pursuant to Section 4, below, shall be payable in monthly installments due and payable on the first day of each month during the Term, without notice or demand, and without any deduction or set-off whatsoever.

4. Additional Rent.

Tenant shall pay as "Additional Rent" Tenant's proportionate share of "Taxes" which shall be comprised of: (i) real estate taxes and annual installments of special assessments due and payable against the Land, Building and other improvements thereon, (ii) any taxes levied or assessed, in whole or in part, in lieu of real estate taxes, (iii) any taxes on the stream of rental income (other than income taxes), (iv) all other taxes on the Land, Building, related improvements or this Lease and (v) any sales tax or similar tax assessed or payable in connection with services provided by Landlord hereunder. In addition, Tenant shall pay any taxes levied or assessed on the value of Tenant's personal property on the premises.


Tenant shall also pay, as Additional Rent, its proportionate share of all "Operating Expenses" incurred by Landlord. Operating Expenses shall include Landlord's costs of maintaining, repairing and operating the Land and Building including, but not limited to: janitorial expenses; expenses relating to operating, maintaining, repairing and replacing landscaping, planters, paving, curbs, sidewalks, roadways, parking surfaces, drainage facilities, machines, equipment and lighting facilities; expenses related to maintaining any system for controlled parking; management fees; insurance (which may include, but not be limited to, hazard, plate glass, boiler and machinery, liability and loss of rent insurance) as well as losses not covered by insurance (i.e. insurance "deductibles," but not in excess of One Thousand Dollars ($1,000.00) per claim); security expenses; costs incurred in renting equipment necessary or appropriate for the operation of the Land or Building; costs of contesting the value of the Land or Building for real estate taxation purposes; expenses of employees engaged in the operation, maintenance or security of the Land and Building; the cost of all supplies and materials used in the operation and maintenance of the Land and Building; the cost of maintenance and service agreements for the Building and the equipment therein; the cost of all utilities, including, without limitation, water, electricity and gas not billable directly to tenants of the Building and the cost of heating, lighting, air conditioning and ventilating any common areas of the Building; interior and exterior maintenance expenses including expenses related to maintenance of the roof, foundation and structural portions of the Building and the electrical, mechanical, plumbing and other systems and facilities serving the Land and Building; amortization, on a commercially reasonable basis, of capital improvements (including interest expenses) made to: (i) reduce operating costs, (ii) comply with the requirements of Landlord's insurance carrier, (iii) comply with any law, rule, regulation or order of any governmental authority, or (iv) extend the life of or otherwise maintain or replace a component of any improvements on the Land or in the Building. Landlord's records regarding Operating Expenses shall be made available to Tenant, at the place of business of Landlord's property manager, during normal business hours upon request of Tenant.
Tenant shall pay with its monthly installments of Base Rent the amount Landlord reasonably estimates for Tenant's proportionate share of all Additional Rent items. When Landlord has determined the actual amounts for each such Additional Rent item, Landlord shall advise Tenant of any additional amounts due from Tenant or any credit due to Tenant. Within fifteen (15) days of any such notice, Tenant shall pay the additional amount due to Landlord, if any. Any overpayment shall be credited against the next Additional Rent payment due. If the Term has expired, any overpayment shall be promptly refunded to Tenant and any underpayment shall be promptly paid to Landlord. Landlord may from time to time adjust the monthly installment of estimated Additional Rent charges to more accurately reflect Landlord's current estimate of such charges. Landlord presently calculates those charges based on a calendar year, and Tenant's obligation shall be pro rated on a calendar basis if the calendar year includes any period of time not within the Term.
If Tenant does not make any payments of any kind due under this Lease when that payment is due, interest shall accrue on the unpaid amount at an annual rate of two percentage points higher than the "prime" or "reference rate" announced from time to time by Norwest Bank Minnesota, National Association, Minneapolis office, or the highest rate permitted by law, whichever is lower (the "Default Rate"), on such payment from the date it is due until actually paid. Any payment due to Landlord shall be payable at the location from time to time designated by Landlord for payment of rent.


5. Use, Possession and Maintenance of the Premises.

Tenant shall use the Premises solely for general office purposes and in compliance with all applicable laws, including environmental law and regulations. It shall be Tenant's obligation to obtain any permits or licenses required in connection with Tenant's use of the Premises, with the exception those building permits necessary for any build-out of the Premises.
Tenant shall use the Premises carefully and conduct its business in a reputable manner. Tenant shall not commit waste or use the Premises in any way that may obligate Landlord to make any alteration to the Building or other improvements on the Land or in any way deemed hazardous. Tenant shall not bring onto the Premises or Building any hazardous or regulated substance without prior written approval of Landlord. If Landlord consents to any such request of Tenant (which consent may be withheld by Landlord at Landlord's sole discretion) than upon request of Landlord, Tenant shall demonstrate to Landlord's reasonable satisfaction that the presence of such materials in the Premises or Tenant's use thereof is in compliance with all applicable laws and regulations. Tenant shall not obstruct in any way the common areas serving applicable laws and regulations. Tenant shall not exceed the floor loading capacity designated by Landlord for the Premises. All equipment installed and used by Tenant shall be properly shielded and shall be installed and maintained, at Tenant's expense, as Landlord may reasonably direct, so as to be sufficient to eliminate the transmission of noise, vibration, electrical or other interference from the Premises to any other area of the Land or Building. All signage for the Premises shall be in accordance with applicable laws and codes as well as the sign criteria for the Building adopted from time to time by Landlord. All signage shall be subject to the prior written approval of Landlord, which approval shall not be unreasonably withheld. Non- conforming signage may be removed by Landlord at Tenant's expense.
Landlord may from time to time enter the Premises, with reasonable advance notice, to inspect the Premises, show the Premises to prospective purchasers, lenders or tenants, or to perform any work related to the operation or maintenance of any present or future improvement on the Land or within the Building. Landlord agrees to make reasonable efforts to minimize any interference with Tenant's use of the Premises. Tenant shall not change the locks on the doors of the Premises without the prior consent of Landlord, which consent shall not be unreasonably withheld or delayed. In all events, Tenant must provide Landlord with keys to the Premises immediately upon any permitted change of such locks so that Landlord shall be able to gain access to the Premises in accordance with provisions of this Lease.
By occupying the Premises, Tenant shall be conclusively deemed to have accepted the Premises as being in the condition required by this Lease. If requested by Landlord, Tenant shall sign a statement confirming the Commencement Date and ratifying acceptance of the Premises, In addition, Tenant shall have a 7-day waiting period to discover any defects and shall notify Landlord immediately of the same.
At the expiration of the Term, Tenant shall surrender the Premises in good condition and repair, broom clean, excepting only reasonable wear and tear and loss by insured casualty. Tenant shall also remove Tenant's personal property and, if requested by Landlord, trade fixtures, signs and any tenant improvements made at any time to the Premises and repair any injury or damage to the Premises, Land or Building which results from such removal. If Tenant fails to do so, Landlord may do so on behalf and at Tenant's expense and without liability on the part of


Landlord for any damage that may result.
Tenant shall promptly pay all charges for utilities (except to the extent the same are Operating Expenses pursuant to Article 4, above) and related services used in the Premises. Tenant acknowledges that the electricity and other utilities provided to the Premises are adequate for Tenant's current and expected needs. Landlord shall not be liable if any utility or other service to the Premises is interrupted or impaired by any cause reasonably beyond Landlord's control, and Landlord shall be entitled to temporarily interrupt such services to the Premises if reasonably necessary in connection with construction, reconstruction maintenance or repair of the Land or Building or any portion thereof. However, Landlord shall use reasonable efforts to minimize the interference with Tenant's use of the Premises.
Tenant shall be responsible for maintaining the Premises including all systems serving the Premises exclusively and all fixtures, interior walls, doors, and windows in as good condition and repair as the Premises were in on the Commencement Date, reasonable wear and tear and damage from insured casualty. Tenant shall keep all portions of the Premises in a clean and orderly condition, free of accumulation of dirt and rubbish and shall be responsible for the cost of replacement of all light bulbs and all ballasts serving the Premises. If Tenant fails to carry out its obligations hereunder, Landlord may carry out Tenant's obligations at Tenant's expense if Tenant fails to do so within ten (10) days after written demand from Landlord; provided, however, that no notice shall be required in an emergency. In any such event, Tenant shall pay Landlord, on demand, the cost incurred by Landlord plus fifteen percent (15%) of that cost as an administrative fee. Interest shall accrue on those amounts at the Default Rate from the date Landlord commences such remedial acts until the costs have been paid. Landlord shall maintain the common areas in good condition. The costs incurred thereby shall be Operating Expenses hereunder. Landlord shall not be required to make any repairs which become necessary by reason of any act or failure to act of Tenant or Tenant's agents, employees, sublessees, concessionaires, licensees or invitees.

6. Assignment and Subleasing.

Tenant shall not assign this Lease or sublet all or any part of the Premises without the prior written consent of Landlord, which shall not be unreasonable withheld. Landlord has legitimate concerns regarding the compatibility of new or different occupants of the Premises, including concerns based upon the use to which such occupants may make of the Premises, and may therefore withhold its consent to any such transfer based upon any concern Landlord may have regarding the use to which the proposed transferee may put the Premises or based upon concerns related to possible lack of harmony between such proposed use of transferee and other uses or occupants in the Building or concerns related to the financial strength, character or reputation of the transferee. No transfer of any nature shall relieve Tenant of primary liability to Landlord hereunder unless Landlord agrees in writing. If Tenant is a corporation (other that a publicly traded corporation) or partnership, any change in the control of Tenant shall be deemed to be a transfer under this Lease. In the event of any transfer approved by Landlord which results in the generation of rent in excess of the amounts charged by Landlord hereunder, Landlord shall be entitled to any such surplus.


7. Alterations and Improvements.

Tenant shall not alter or make any improvement to the Premises without the prior written consent of Landlord. Landlord's consent may be conditioned upon Landlord being provided with plans and specifications for the proposed alteration or improvement, information regarding the identity of the persons who will perform the work or provide the materials, and security against mechanic's liens, all of which must be acceptable to Landlord. All such work must be done in a workmanlike fashion using new, first-grade materials. Tenant shall be responsible for the reasonable costs incurred by Landlord in reviewing any plans and specifications to be submitted pursuant to this section and for the reasonable costs incurred in observing the construction of the subject improvements to determine whether the Building and its structure are being adversely affected. All such alterations and improvements shall, at Landlord's option, become the exclusive property of Landlord at the expiration of the Term.
Tenant shall not permit any mechanics or other lien to be levied against the Land or Building unless Tenant shall in good faith contest the same, in which event Tenant shall provide Landlord with security to protect Landlord's interest in the Land and Building. Any such security shall be in an amount at least one hundred twenty five percent (125%) of the amount of such lien and reasonably satisfactory to Landlord. Nothing herein shall be construed as a consent by Landlord that would subject Landlord's estate in the Land or Building to any lien or liability under the mechanic's lien laws of the State of Minnesota.

8. Insurance Coverage to be Maintained by Tenant.

Tenant shall maintain public liability insurance in form and substance reasonably satisfactory to Landlord, with an insurer licensed to do business in the State of Minnesota reasonably satisfactory to Landlord, and with minimum limits of liability of Two Million Dollars ($2,000,000), combined single limit. Landlord (and if requested by Landlord, Landlord's mortgagee) shall be named as additional insureds and such insurance shall be primary coverage without right of contribution from similar insurance maintained by Landlord. Tenant shall also be required to maintain, at its own expense, insurance covering (i) breakage of plate glass in the Premises, (ii) Tenant's improvements other than the initial leasehold improvements to the Premises, personal property, supplies and equipment, in an amount equal to the replacement cost thereof, and (iii) Tenant's liability under the agreement to indemnify and defend contained in this Article 8. Should Tenant choose not to maintain said insurance, Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims. The amounts of coverage for any insurance required to be maintained by Tenant under this Lease shall be adjusted by Landlord after consultation with Tenant at the conclusion of each three (3) year period during the Term to an amount which, in Landlord's opinion, is commercially reasonable. Tenant shall provide Landlord with duplicates of policies evidencing the required insurance to be carried by Tenant hereunder. Such insurance shall provide that Landlord and Landlord's mortgagee shall be given at least thirty (30) days notice prior to any cancellation, non-renewal or modification. If Tenant fails to obtain the insurance called for hereunder, Landlord may obtain such insurance at Tenant's expense. Failure to provide Landlord with copies of those policies shall be deemed to be a failure by Tenant to obtain the required insurance. Tenant agrees not to maintain or store any material in or about the Premises which would in any way impair or invalidate any of the insurance required to be


maintained by Tenant. If Tenant uses the Premises so as to cause an increase in the cost of insurance on the Land or Building, Tenant shall be responsible for paying any such increase.
Landlord and Tenant hereby release one another from any and all liability or responsibility (to the other or anyone claiming through or under them by way of subrogation or otherwise) for any loss or damage covered b property insurance or coverable by a customary policy of the insurance required by this Lease even if such loss or damage shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible. To that end, Landlord shall not be liable to Tenant for any damage occasioned, among other things, by bursting, stopping, leaking or running of any systems, facilities or pipes in or about the Building, and Tenant agrees that all property kept in the Premises shall be so kept at the risk of Tenant, and that it is up to Tenant to obtain appropriate insurance to cover that risk.
Tenant agrees to indemnify and defend Landlord against any claims, actions, liability and damages of every kind and nature, and against all costs and expenses, including attorney's fees, (cumulatively the "Liabilities") arising out of any occurrence (i) within the Premises, (ii) occasioned wholly or in part by the use and occupancy of the Premises, (iii) related to the business conducted by Tenant in the Premises, or (iv) from any act or failure to act of Tenant, it's agents, employees, sublesses, concessionaires, licensees or contractors. Tenant further agrees to indemnify Landlord from any Liabilities arising out of a default by Tenant under this Lease, including the failure to conform to applicable environmental laws. This indemnification shall survive the termination of this Lease.
Subject to the provisions of Article 4 of this Lease, Landlord agrees to indemnify and defend Tenant against any claims, actions, damages or liability of every kind and nature, and against all costs and expenses, including reasonable attorney's fees, arising out of any occurrence in the Building (other than the Premises) to the extent the same is attributable to the negligence of intentional misconduct of the Landlord, its agents, or employees.

9. Condemnation.

In the event of a condemnation or a deed in lieu of condemnation which results in the taking of (i) any portion of the Premises; (ii) thirty percent (30%) or more of the parking spaces on the land on which the Building is locate; or (iii) ten percent (10%) or more of the Building, Tenant shall have the right to terminate this Lease upon thirty (30) days written notice to Landlord given within ten (10) days after such taking. If all or a portion of the Building is taken by condemnation or a deed in lieu of condemnation, Landlord shall restore the Premises to as near the condition which existed immediately prior to the date of taking as may be reasonably possible; however, Landlord shall not be required to spend amounts in excess of the amounts received for the taking or for the restoration or improvements performed by Tenant subsequent to the Commencement Date. If a portion of the common areas of the Building or Land are taken, Tenant shall not be entitled to compensation, reduction or abatement of any rent or other charges, nor shall such taking be deemed actual or constructive eviction.


10. Loss by Casualty

If more than twenty percent (20%) of the Building is damaged by casualty, Landlord may terminate this Lease provided it gives Tenant notice within ninety (90) days of the damage. If this Lease is not so terminated, Landlord shall promptly restore the Premises to as near the condition which existed immediately prior to such casualty as may be reasonably possible; however, Landlord shall not be required to spend amounts in excess of the insurance proceeds made available to Landlord or to restore any improvements made by Tenant subsequent to the Commencement Date. Whether or not Landlord elects to restore the Building, Tenant's obligation to pay monthly installments of Base Rent shall abate during such period of time that the Premises are untenantable in the proportion that the untenantable portions of the Premises bears to the entire Premises. When Landlord has completed its work required hereunder, Tenant's obligation to pay Base Rent shall resume and Tenant shall promptly complete the restoration of the Premises to the condition which existed immediately prior to the casualty. In the event Landlord has not restored the Premises to a tenantable condition within one hundred twenty (120) days of Landlord's notice that it intends to restore, Tenant may terminate this Lease upon thirty (30) days written notice to Landlord.

11. Default.

If: Tenant shall fail to pay any Base Rent, Additional Rent, or other amounts required to be paid by Tenant under this Lease within five (5) days of the date the same is due, Tenant shall pay a monthly late fee to offset the additional expenses incurred by Landlord in dealing with late payments. There shall be a monthly late fee equal to the greater of Fifty Dollars ($50.00) or five percent (5%) of all amounts in arrears, and the late fee shall be considered Additional Rent hereunder.
If: (i) Tenant's interest in the Premises is sold under execution or similar legal process, or (ii) Tenant is adjudicated a bankrupt or insolvent and such adjudication is not vacated within thirty (30) days, or (iii) a receiver or trustee is appointed for Tenant's business or property and such appointment is not vacated within thirty (30) days, or (iv) a reorganization of Tenant or any arrangement with its creditors is approved by a court under the Federal Bankruptcy Act, or (v) Tenant makes an assignment for the benefit of creditors, or (vi) Tenant's interest under this Lease shall pass to another by operation of law, or (vii) Tenant shall admit in writing its inability to make any past or future payment called for under this Lease, then Tenant shall be deemed to have breached a material covenant of this Lease and Landlord may re-enter the Premises and declare this Lease to be terminated.
If: (i) Tenant fails to pay any Base Rent, Additional Rent, or other amounts required to be paid by Tenant under this Lease within five (5) days after the date they payment is due, or (ii) Tenant fails to keep or perform any of the other terms, conditions or covenants of the Lease for more than thirty (30) days after notice of such failure shall have been given to Tenant provided that where a cure is not reasonably possible within that period Tenant shall be entitled to additional time to effect a cure, but beyond thirty (30) additional days, so long as Tenant promptly commences acts reasonably calculated to effect a cure and thereafter diligently prosecutes those acts to completion; then Landlord, besides any other rights or remedies it may have at law or in equity, may either (a) terminate this Lease upon the expiration of ten (10) days after written


notice is given to Tenant, in which event the Term shall end on the date set forth in that notice, or (b) re-enter the Premises in accordance with applicable law, dispossess Tenant and/or other occupants of the Premises, remove all property from the Premises and store the same in a public warehouse or elsewhere at Tenant's expense, and hold the Premises without becoming liable for any loss or damage which may occasioned thereby. Tenant agrees that such re-entry by Landlord shall not be construed as an election on Landlord's part to terminate this Lease, that right, however, being continuously reserved by Landlord. Landlord shall not be deemed to have elected to terminate this Lease unless Landlord provides Tenant with written notice of that election. If Landlord elects to re-enter the Premises, Landlord may make such alterations and repairs as may be appropriate in order to relet the Premises, and relet all or part of the Premises for such period (which may extend beyond the Term of this Lease), at such rental and upon such other terms and conditions as Landlord in its reasonable discretion believes appropriate. All sums received by Landlord from such reletting shall be applied; first, to the payment of any costs and expenses of such reletting, including brokerage and attorneys' fees and of costs of such alterations, which said alteration costs shall not exceed $25,000.00, repairs, second, to the payment of any indebtedness other than Base Rent, Additional Rent due from Tenant to Landlord; third, to the payment of Base Rent, Additional Rent and other charges due and unpaid hereunder; and the residue, if any, shall be applied in payment of future payments for which Tenant is responsible as they become due hereunder. If the sums so received during any month are less than the amounts due during that month, Tenant shall pay the deficiency; if such sums are greater, Tenant shall have no right to the excess. The deficiency shall be calculated and paid monthly. Notwithstanding any such re-entry by Landlord, Landlord may at any time hereafter elect to terminate this Lease for such previous breach.
Should Landlord at any time terminate Tenant's right of possession upon a breach without terminating this Lease, Landlord shall also have the right to accelerate the entire indebtedness (including the amount of Base Rent and reasonably estimated Additional Rent reserved in this Lease for the remainder of the Term), reduce the same to present value using a discount rate of ten percent (10%) per annum and recover a judgment from Tenant in that amount. In addition, Tenant shall be responsible, and Landlord may recover a judgment from Tenant, for Landlord's actual costs of constructing any leasehold improvements to the Premises which are not being directly paid for by Tenant together with such brokerage commissions as Landlord may have incurred in connection with this Lease and any other inducements given to Tenant during the Term, including any abated rent (collectively, the "Transaction Costs"). Notwithstanding anything else contained in this Lease to the contrary, upon a default of Tenant, whether or not Landlord shall elect to terminate this Lease, Landlord shall be entitled to recover the unamortized balance of any such Transaction Costs, on an accelerated basis, so as to make the same immediately due and said amount shall be deemed payable as Additional Rent. For purposes of the Lease, the "unamortized balance" shall mean the actual total amount of the Transaction Costs reduced, however, over the Term, as if said sum were being amortized, at an interest rate of twelve percent (12%) per annum, in equal monthly installments over the number of months Tenant is to pay Base Rent under this Lease. Landlord's right to do so accelerate the unamortized balance of the Transaction Costs shall be an additional remedy of Landlord and shall be exercisable either alone or in combination with Landlord's other remedies set forth in this Lease Mention in this Lease of any particular remedy shall not preclude Landlord from any other


remedy, in law or in equity.
No waiver by Landlord or Tenant of performance by the other party shall be considered a continuing waiver or shall preclude Landlord or Tenant from exercising its rights in the event of a subsequent default. No acceptance by Landlord of a partial payment tendered by Tenant shall be deemed to be a waiver of the balance of the amount due even if the tender states that acceptance will constitute payment in full.

12. Common Areas.

Landlord may from time to time designate portions of the Land or Building as common areas. Tenant and those claiming by, through or under Tenant shall have a right, in common with others, to use the common areas subject to such uniform rules and regulations as may from time to time be made by Landlord. Landlord may from time to time change the size, location, and arrangement of common areas; enter into, modify and/or terminate easements and other agreements pertaining to the use and maintenance of the common areas; close all or any portion of the common areas; institute a reasonable program for controlled parking; and do and perform such other acts to the common areas as Landlord may determine to be necessary or appropriate; provided, however, that Landlord shall not do so in a way that would unreasonably affect access to the Premises and, should Landlord modify the common areas, Landlord shall not do so in a way that reduces the number of parking spaces below that required by applicable zoning ordinances. Tenant and its employees shall park their cars only in those portions of the common areas designated by landlord from time to time for that purpose and no portion of any parking area shall be considered as dedicated for Tenant's exclusive use.

13. Subordination and Nondisturbance.

Tenant agrees that this Lease shall subordinate to any present or future first or junior mortgages and to any and all advances to be made thereunder and to the interest thereon and all renewals, replacements and extensions thereof provided the mortgagees named in said mortgages shall agree to recognize this Lease in the event of foreclosure if Tenant is not in default. In the event of any mortgagee electing to have this Lease be deemed a prior lien to its mortgage, then upon such mortgagee notifying Tenant to that effect, this Lease shall be deemed prior to the lien of said mortgage, whether this Lease is dated prior to or subsequent to the date of said mortgage. This provision shall be self-operative but in the event that any such mortgagee shall require that Tenant execute a document evidencing such subordination, Tenant shall sign an instrument to that effect and in the event Tenant does not do so within ten (10) days following a written request, Landlord shall be deemed to be Tenant's attorney-in-fact for this purpose.

14. Substitution of Premises.

Landlord reserves the right, upon thirty (30) days written notice to Tenant, to substitute for the Premises other space within the Building. Tenant shall have the right to approve the space, which said approval will not be unreasonably withheld. The substituted premises shall contain approximately the same square footage as the Premises, shall contain leasehold improvements


comparable in kind and quality to those which exist within the Premises, and the rental shall in no event exceed the rental rates specified in this Lease. Landlord shall pay all reasonable moving expenses of Tenant to incidental to such substitution of space, and shall use all reasonable efforts not to disrupt Tenant's business (i.e. moving Tenant on a weekend, etc.).

15. Notices.

Any notice required or permitted to be given to either party shall be deemed given one day following the date the same is mailed, correctly addressed, by United States certified mail, postage prepaid, return receipt requested, or on the date of personal delivery. Until changed, notices and communications to Landlord and Tenant shall be addressed as follows:
As to Landlord: c/o Donald Riesterer 8301 Creekside Circle, Suite 101 Bloomington, Minnesota

As to Tenant:          Gregory M. Miller
                       President, WHY USA
                       1219 Marquette Avenue South,
                       Suite 200  Minneapolis, MN 55403

Each party shall have the right to specify as its proper address any other addresses in the United States of America by giving to the other party at least fifteen (15) days written notice of a new address.

16. Attorneys' Fees.

If Landlord employs an attorney in connection with the contest of a mechanic's lien by Tenant or in connection with a request for approval by Landlord or a proposed assignment or subletting, Tenant shall be responsible for the reasonable attorneys' fees incurred by Landlord.
If either party employs an attorney to enforce it's rights following a breach by the other party, the prevailing party shall be entitled to recover its reasonable attorneys' fees incurred thereby.

17. Financial Statements.

Upon request by Landlord, Tenant shall provide Landlord with the most recent balance sheet and income statement prepared by Tenant's independent accountants and certified to by any officer/partner of Tenant as being true and correct.

18. Estoppel Certificates.

Within ten (10) days after written notice from Landlord, Tenant shall provide an estoppel certificate to Landlord and such other party as is directed by Landlord certifying: (a) that this Lease is in full force and effect and that it has not been assigned, modified, supplemented or


amended in any way (or identifying any assignment, modification, supplement or amendment); (b) the date of commencement and expiration of the Term of applicable Renewal Term; (c) that there are no defenses or offsets thereto (or stating those claimed by Tenant); (d) the amount of Base Rent or Additional Rent that has been paid in advance and the amount of security that has been deposited with the Landlord; (e) the date to which Base Rent or Additional Rent have been paid under this Lease; (f) that any Tenant improvements have been completed in accordance with the requirements of the Lease; and (g) such other information as is reasonably requested by Landlord. Tenant hereby irrevocably appoints Landlord as its attorney in fact to execute such a certificate in the event the Tenant shall fail to do so within ten (10) days of the Landlord's notice.

19. Security Deposit

No security deposit shall be required.

20. Guaranty.

No personal guarantee shall be required.

21. Landlord's Lien.

Tenant hereby grants Landlord a continuing security interest for any payments due to Landlord pursuant to this Lease upon all goods, equipment, fixtures, furniture, inventory, accounts, contract rights and other personal property of Tenant located in the Premises together with any proceeds thereof. The property covered by this security interest shall not be removed from the Premises without prior consent of the Landlord until all obligations due to Landlord hereunder shall have been discharged; provided, however, that removal of such items is permissible if such removal is for purposes of replacing such items with similar items of reasonably comparable value. In the event of a default under this Lease, Landlord, in addition to any other rights or remedies provided at law, equity or pursuant to this Lease, shall have all rights and remedies under the Uniform Commercial Code, including without limitation the right to sell the property subject to the security interest described in this paragraph at public or private sale upon ten (10) days notice to Tenant. Tenant agrees to execute such financing statements and other instruments necessary or appropriate, in Landlord's reasonable discretion, to perfect the security interest hereby created.

22. Brokers.

Tenant warrants that is has not engaged or dealt with any broker in connection with this Lease and Tenant agrees to indemnify, defend and hold Landlord harmless from and against any claim for a broker's fee or finder's fee asserted by anyone other than those specified above, on account of any dealing with Tenant in connection with this Lease.


23. Miscellaneous.

This Lease and any exhibits attached hereto set forth the entire agreement between Landlord and Tenant. Tenant acknowledges that it has not relied upon any representations or warranties except as are expressed in this Lease. Any modifications to this Lease must be in writing and signed by Landlord and Tenant in order to be enforceable. The obligations and benefits hereunder shall inure to and be binding upon the respective successors and assigns of Landlord and Tenant. This Lease shall be construed and enforced in accordance with the laws of Minnesota. If any term or provision of this Lease or the applications thereof to any person or circumstances shall be invalid or unenforceable, the remainder of this Lease or the application to persons or circumstances other than those to which it is held invalid or unenforceable shall be valid and enforced to the full extent permitted by law. This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Tenant shall not file or otherwise commence any protest of real estate taxes payable with respect to the Building without Landlord's consent.

24. Exhibits.

Attached to this Lease are several Exhibits incorporating additional terms and conditions. As used in this Lease, the term "Lease" shall be deemed to include the Exhibits attached hereto or otherwise referenced in this Lease.

Dated this 1st day of June, 2000

LANDLORD:                        /s/ Ronald Riesterer
                                -----------------------
                                    Donald Riesterer
                                    Property Manager for Leonard J. Riesterer
                                    and Adeline Riesterer


TENANT:                         WHY USA Financial Group, Inc.

                                By: /s/ Leslie M. Pearson

                                Its: Corp. Sec/Treasurer


Exhibit 10.15

STOCK OPTION PLAN

ARTICLE 1. ESTABLISHMENT AND PURPOSE

1.1 Establishment. WHY USA Financial Group, Inc. (the "Company") hereby establishes a plan providing for the grant of stock options to certain eligible individuals, including employees, officers, directors, and key consultants of the company and its subsidiaries. This plan shall be known as the 2000 Stock Option Plan (the "Plan").

1.2 Purpose. The purpose of the Plan is to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain persons of ability to perform services for the Company and its subsidiaries, as officers, employees, directors, and consultants, by providing an incentive to such individuals through equity participation in the Company and by rewarding such officers. Directors, and consultants who contribute to the achievement by the Company of its long-term economic objectives.

ARTICLE 2. DEFINITIONS

The following terms shall have the meanings set forth below, unless the context clearly otherwise requires:

2.1 "Board" means the Board of Directors of the Company.

2.2 "Broker Exercise Notice" means a written notice from a Participant to the Company's corporate secretary, made on a form and in a manner as the Committee may from time to time determine, pursuant to which the Participant irrevocably elects to exercise all or any portion of an Option and irrevocably directs the Company to deliver the Participant's Common Stock certificates to be issued to such Participant upon such Option exercise directly to a "broker" or "dealer" (within the meaning of Section 3(a) of the Exchange Act). A Broker Exercise Notice must be accompanied by or contain irrevocable instructions to the broker or dealer: (a) to promptly sell a sufficient number of shares of such Common Stock or to loan the Participant a sufficient amount of money to pay the exercise price for the Options and to fund any related employment and withholding tax obligations to which Broker Exercise Notice relates; and (b) to promptly remit such sums to the Company upon the broker's or dealer's receipt of the certificates.

2.3 "Change in Control" means one or more of the events described in
Section 11.1 of the Plan.

2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time.

2.5 "Committee" means the person or entity administrating the Plan as provided in Section 3.1 of the Plan below.


2.6 "Common Stock" means the common stock of the Company, par value $ .01 per share, or the number and kind of shares or other securities into which such Common Stock may be changed in accordance with Section 4.3 of the Plan below.

2.7 "Date of Exercise" means the date upon which written notice of the exercise of an Option is received in proper form by the Company's corporate secretary together with full payment of the Option exercise price and compliance with Section 9.1 of the Plan.

2.8 "Date of Grant" means the date an Option becomes effective under the terms of the governing Option Agreement.

2.9 "Disability" means the disability of the Participant as defined in the long-term disability plan of the Company or the Subsidiary then covering the Participant or, if no such plan exists or in the case of Incentive Stock Options, the permanent and total disability of the Participant as defined in Code Section 22(e)(3).

2.10 "Disinterested Person" means a "disinterested person" as defined in Rule 16b-3 of the Securities and Exchange Commission, as amended from time to time, and generally means any member of the Board who is not at the time acting on a matter, and within the previous year has not been, eligible to participate in any stock-based compensation plan of the Company or its affiliates.

2.11 "Eligible Recipient" means full-time, part-time, salaried, and hourly employees and including employee and non-employee, officers, directors and consultants of the Company or any Subsidiary, upon whose judgment, initiative and efforts the Company or the Subsidiary is, or will become, largely dependent for the successful conduct of its business, including, without limitation, individuals capable of making critical technical contributions to the development of the products and services of the Company or a Subsidiary, individuals identified as successor candidates for key management positions, and individuals essential to the successful integration of business acquisitions by the Company or a Subsidiary.

2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

2.13 "Fair Market Value" means, with respect to the Common Stock, as of any date:

(a) If the Common Stock is listed or admitted to unlisted trading privileges on any national securities exchange or is not so listed or admitted but transactions in the Common Stock are reported on the NASDAQ National Market System, then the last reported sale price of the Common Stock on such exchange or by the NASDAQ National Market System as of the nearest day preceding such date or, if no shares were trades on such day, as of the next preceding day on which there was such a trade; or

(b) if the Common Stock is not so listed or admitted to unlisted trading privileges or reported on the NASDAQ National Market System, and bid and asked prices


therefor in the over-the-counter market are reported by the NASDAQ System or the National Quotation Bureau, Inc. or any other comparable reporting service, then the average mean of the closing bid and asked prices for the ten trading days immediately preceding such date, as so reported by the NASDAQ System, or, if not so reported thereon, as reported by the National Quotation Bureau, Inc. or such comparable reporting service; or

(c) if the Common Stock is not so listed or admitted to unlisted trading privileges or reported on the NASDAQ National Market System, and such bid and asked prices are not so reported, such amount as the Committee determines in good faith in the exercise of its reasonable discretion.

2.14 "Incentive Stock Option" or "ISO" means a right to purchase Common Stock granted to a Participant pursuant to Section 6 of the Plan that qualifies as an incentive stock option within the meaning of Section 422A of the Code.

2.15 "Non-Qualified Stock Option" or "NQSO" means a right to purchase Common Stock granted to a Participant pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

2.16 "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.

2.17 "Option Agreement" means a written agreement (and any amendments or supplements thereto) between the Company and a Participant designating the terms, conditions, rights and duties relating to an Option. The form or forms of the Option Agreement shall be determined from time to time by the Committee consistent with the provisions of the Plan..

2.18 "Participant" means an Eligible Recipient selected to receive one or more Options under the Plan.

2.19 "Retirement" means the normal and approved early retirement of the Participant as defined in the regular retirement/pension plan of the Company or Subsidiary then covering the Participant.

2.20 "Securities Act" means the Securities Act of 1933, as amended from time to time.

2.21 "Subsidiary" means any corporation that is a subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.


ARTICLE 3. PLAN ADMINISTRATION

3.1 Board or Committee. The Plan shall be administered by the Board or by a committee of the Board consisting of not less than two persons; provided, however, that from and after the date on which the Company first registers a class of its equity securities under Section 12 of the Exchange Act the Plan shall be administered by the Board, a majority of which Board and a majority of whom acting on any matter under the Plan shall be Disinterested Persons. The Board may establish, and delegate all or any part of the administration of the Plan to, a committee consisting solely of not less than three members of the Board who are Disinterested Persons. Members of such a committee, if established, shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board. A majority of any such committee shall constitute a quorum and the act of a majority of the quorum shall constitute the act of such committee. Action of such a committee may be taken without a meeting if unanimous written consent to such action is given. Any such Committee shall keep minutes of its meetings or actions by written consent and shall provide copies thereof to the Board to be kept with the corporate records of the Company. As used in this Plan, the term "Committee" will refer either to the Board or to such a committee, if established. From and after the date on which the Company first registers a class of its equity securities under Section 12 of the Exchange Act, no member of the Committee shall be eligible, or shall have been eligible at any time within the lessor of one year or the period since the Company first registered a class of its equity securities under Section 12 of the Exchange Act, to receive an Option under the Plan.

3.2 Authority. In accordance with and subject to the provisions of the Plan, the Committee shall select the Participants from Eligible Recipients, the number of shares of Common Stock to be subject to Options pursuant to the Plan, the time at which Options are to be granted, the Option exercise price, Option period and the manner in which an Option becomes exercisable, the form or forms of consideration which will be accepted by the Company from a Participant in payment of the purchase price upon exercise of an Option and shall fix such other provisions of the Options as the Committee may deem necessary or desirable and as consistent with the terms of the Plan. The Committee shall determine the form or forms of the Option Agreement with Participants which shall evidence the particular terms, conditions, rights and duties of the Company and the Participants with respect to Options granted pursuant to the Plan. With the written consent of the Participant affected thereby, the Committee may amend or modify the terms of any outstanding Option Agreement in any manner, provided that the amended or modified terms are permitted by the Plan as then in effect. Without limiting the generality of the foregoing sentence, the Committee may, with the written consent of the Participant affected thereby, modify, extend, renew, accelerate the exercisability or vesting or accept the surrender of any outstanding Option, to the extent not previously exercised or vested, and the Committee may authorize a grant of new Options in substitution therefor to the extent not previously exercised or vested. The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt and revise rules and regulations relating to the Plan as it may deem necessary or advisable for the administration of the Plan.


Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan shall be conclusive and binding for all purposes and on all persons, including, without limitation, the Company and its Subsidiaries, the stockholders of the Company, the Committee and each of the members thereof, the directors, officers and employees of the Company and its Subsidiaries, and the Participants and their respective successors-in-interest. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under the Plan.

From and after the date on which the Company first registers a class of its equity securities under Section 12 of the Exchange Act, any member of the Board who is an Eligible Recipient shall have no vote on (a) any proposed amendment to the Plan or (b) any other matter that might affect such member's individual interest under the Plan, nor shall such member's presence be counted in determining whether a quorum is present at any meeting at which a vote involving the Plan or individual rights hereunder is taken.

ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1 Number. The maximum number of shares of Common Stock that shall be reserved for issuance under the Plan shall be 4,500,000 shares of Common Stock subject to adjustments upon changes in capitalization of the Company as provided in Section 4.3 of the Plan below. This authorization may be increased from time to time by approval of the Board and/or the stockholders of the Company. Shares of Common Stock that may be issued upon exercise of Options shall be applied to reduce the maximum number of shares of Common Stock remaining available for use under the Plan.

4.2 Unused Stock. Any shares of Common Stock that are subject to an Option (or any portion thereof) that expires, lapses or for any reason is terminated unexercised shall automatically become available for use under the Plan.

4.3 Capital Adjustments. If the number of outstanding shares of Common Stock is increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock dividend, stock split, combination of shares , rights offering or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) shall make adjustments, determined by the Board in its discretion to be appropriate, as to the number and kind of securities subject to and reserved under the Plan and, in order to prevent dilution or enlargement of the rights of Participants, the number, kind and, where applicable, the Option exercise price, of securities subject to outstanding Options. Notwithstanding the foregoing, the Committee, in its discretion, may determine that in connection with any such reorganization, merger or consolidation in which the Company is not the surviving corporation, the following shall occur:


all outstanding Options shall terminate and be canceled as of the effective date of any such reorganization, merger or consolidation and shall be exercisable in full during the thirty calendar days preceding such effective date. Notwithstanding the foregoing, no such change shall be made in the terms of outstanding Incentive Stock Options that would disqualify any of such Options from treatment under Section 422A of the Code or would be considered a modification, extension or renewal of an Option under Section 424(h) of the Code, without the written consent of any affected Participant.

ARTICLE 5. PARTICIPATION

Participants in the Plan shall be those Eligible Recipients who, in the judgment of the Committee, have performed, are performing, or during the term of their Option will perform, vital services in the management, operation and development of the Company or a Subsidiary, and significantly contributed or are significantly contributing or are expected to significantly contribute to the achievement of long-term corporate economic objectives. Participants may be granted from time to time one or more Incentive Stock Options or one or more Non-Qualified Stock Options; provided, however, directors, officers, and consultants who are not employees of the Company shall not be eligible to receive and shall not be granted Incentive Stock Options. The number, type, terms and conditions of Options granted to various Eligible Participants need not be uniform, consistent or in accordance with any plan, whether or not such Eligible Participants are similarly situated.
Upon determination by the Committee that an Option is to be granted to a Participant, written notice shall be given such persons, specifying the terms, conditions, rights and duties related thereto. Each Participant shall enter into a Option Agreement with the Company with respect to the grant of each Option, in such form as the Committee shall determine and which shall be consistent with the provisions of the Plan, specifying such terms, conditions, rights and duties. Options shall be deemed to be granted as of the date specified in the grant resolution of the Committee, which shall be the date of the related agreement with the Participant.

ARTICLE 6. STOCK OPTIONS

6.1 Grant of Options. A Participant may be granted one or more Options under the Plan, and the Committee in its sole discretion (to the extent permitted pursuant to Article 5) may designate whether an Option is to be considered an Incentive Stock Option or a Non-Qualified Stock Option. The Committee may grant both an Incentive Stock Option and a Non-Qualified Stock Option to the same Participant at the same time or at different times. Incentive Stock Options and Non-Qualified Stock Options, whether granted at the same or different times, shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event will the exercise of one Option affect the right to exercise any other Option or affect the number of shares of Common Stock for which any other Option may be exercised. The number, type, terms and conditions of Options granted to various Participants need not be uniform, consistent or in accordance with any plan, whether or not such Participants are similarly situated.


6.2 Manner of Option Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained herein and in the Option Agreement, by delivery, in person or though certified or registered mail, of written notice of exercise to the Company at its principal executive office (Attention: Corporate Secretary), and by paying in full therewith the total Option exercise price for the shares of Common Stock to be purchased. Such notice of exercise shall be in a form satisfactory to the Committee and shall specify the particular Option (or portion) that is being exercised and the number of shares with respect to which the Option is being exercised. Subject to compliance with the provisions of Section 9.1 of the Plan, the exercise of the Option shall be deemed effective upon receipt by the Company's corporate secretary of such notice of exercise and payment complying with the terms herein and in the Option Agreement. As soon as practicable after the effective exercise of the Option, the Participant shall be recorded on the stock transfer books of the Company as the owner of the shares purchased and the Company shall deliver to the Participant one or more duly issued stock certificates evidencing such ownership.

6.3 Payment of Option Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option shall be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee may, in its discretion, allow such payments to be made, in whole or in part, by delivery of a Broker Exercise Notice, or a promissory note (containing such terms and conditions as the Committee may in its discretion determine). If a Participant exercises any Option with respect to some, but not all, of the shares of Common Stock subject to such Option, the right to exercise such Option with respect to the remaining shares shall continue until it expires or terminates in accordance with its terms. No Option shall be exercisable except in respect of whole shares. The exercise of an Option may be made with respect to no fewer the one hundred shares at one time, unless fewer than one hundred shares remain subject to the Option and the Option is exercised for all such remaining shares.

6.4 Rights as a Stockholder. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by an Option until the Participant shall have become the holder of record of such shares, and no adjustments shall be made for dividends or other distribution or other rights as to which there is a record date preceding the date the Participant becomes the holder of record of such shares except as the Committee may determine pursuant to section 4.3.

6.5 Option Exercise Price.

(a) Incentive Stock Options. The per share price to be paid by the Participant at the time an Incentive Stock Option is exercised shall be determined by the Committee, in its discretion, at the Date of Grant and shall be set forth in the Option Agreement; provided, however, that such price shall not be less than: (i) 100 percent of the Fair Market Value of one share of Common Stock on the Date of Grant; or (ii) 110 percent of the Fair Market Value of one share of Common Stock on the Date of Grant if, at that time the Option is granted, the Participant owns, directly or indirectly (as determined pursuant to Section 424(d) of the Code), more than ten percent of the total combined voting power of all classes of stock of the Company, any


Subsidiary or any parent corporation of the Company (within the meaning of
Section 424(e) of the Code).

(b) Non-Qualified Stock Options. The per share price to be paid by the Participant at the time a Non-Qualified Stock Option is exercised shall be determined by the Committee, in its discretion, and shall be set forth in the Option Agreement; provided, however, that such price shall not be less than eighty-five percent of the Fair Market Value of one share of Common Stock on the Date of Grant.

6.6 Duration of Options.

(a) General. Options shall become exercisable at such times and in such installments (which may be cumulative) as shall be determined by the Committee, in its discretion, at the Date of Grant and shall be set forth in the Option Agreement. Upon the completion of its exercise period, an Option, to the extent not then exercised, shall expire. Except as otherwise provided in Articles 7 or 11 of the Plan, all Options granted to a Participant hereunder shall terminate and may no longer be exercised if the Participant's employment by the Company and all Subsidiaries ceases, irrespective of cause or reason, or if the Participant is employed by a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Participant continues to be employed by the Company or another Subsidiary).

(b) Incentive Stock Options. The period during which an Incentive Stock Option may be exercised shall be fixed by the Committee, in its discretion, at the Date of Grant and shall be set forth in the Option Agreement; provided, however, that in no event shall such period exceed ten years from the Date of Grant or, in the case of a Participant that owns, directly or indirectly (as determined pursuant to Section 424(d) of the Code), more than ten percent of the total combined voting power of all classes of stock of the Company, any Subsidiary or any parent corporation of the Company (within the meaning of Section 424(e) of the Code), five years from the Date of Grant.

(c) Non-Qualified Stock Options. The period during which a Non-Qualified Stock Option may be exercised shall be fixed by the Committee, in its discretion, at the Date of Grant and shall be set forth in the Option Agreement; provided, however, in no event shall such period exceed ten years from the Date of Grant.

6.7 Disposition of Common Stock Acquired Pursuant to the Exercise of Incentive Stock Options. Prior to making a disposition (as defined in Section 424(c) of the Code) of any shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option granted under the Plan before the expiration of two years after the Date of Grant or before the expiration of one year after the Date of Exercise and the date on which such shares of Common Stock were transferred to the Participant pursuant to exercise of the Option, the Participant shall send written notice to the Company of the proposed date of such disposition, the number of shares to be


disposed of, the amount of proceeds to be received from the disposition and any other information relating to such disposition that the Company may reasonably request. The right of a Participant to make any such disposition shall be conditioned on the receipt by the Company of all amounts necessary to satisfy any federal, state or local withholding and employment-related tax requirements attributable to such disposition. The Committee shall have the right, in its discretion, to endorse the certificates representing such shares with a legend restricting transfer and to cause a stop transfer order to be entered with the Company's transfer agent until such time as the Company receives the amounts necessary to satisfy such withholding and employment-related tax requirements or until the later of the expiration of two years from the Date of Grant or one year from the Date of Exercise and the date on which such shares were transferred to the Participant pursuant to the exercise of the Option.

6.8 Withholding Taxes.

(a) General Rules. The Company or any Subsidiary is entitled to: (i) withhold and deduct from future wages of the Participant (or from other amounts which may be due and owning from the Participant to the Company or any Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all federal, state and local withholding and employment-related tax requirements attributable to the Participant's exercise of an Option or otherwise incurred with respect to the Plan or an Option, including, without limitation, tax requirements attributable to a "disqualifying disposition" of shares of Common Stock acquired upon exercise of an Incentive Stock Option; or (ii) require the Participant promptly to remit the amount of such tax requirements to the Company before acting on the Participant's notice of exercise of the Option or before taking any further action with respect to the Option or the Option shares.

(b) Special Rules. Without limiting the generality of subsection (a) above, the Committee may, in its discretion and subject to such rules as the Committee may adopt, permit a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation which may arise in connection with the grant, exercise or disposition of an Option by electing to have the Company accept a Broker Exercise Notice with respect to that number of shares, in any case having a Fair Market Value on the date such tax is determined equal to the amount necessary to satisfy the withholding or employment-related tax obligation due, or by agreeing to deliver to the Company a promissory note in payment for some or all of the necessary amounts (containing terms and conditions determined in the discretion of the Committee). However, a Participant's election to have the Company withhold shares of Common Stock or to accept a Broker Exercise Notice: (i) shall be irrevocable; (ii) shall be subject to the consent or disapproval of the Committee; and (iii) other than with respect to a Broker Exercise Notice, if the Participant is an officer, director or beneficial holder of more than ten percent of the outstanding Common Stock of the Company and at the time of exercise of the Option the Company has a class of equity securities registered under Section 12 of the Exchange Act, may not be made within six months of the Date of Grant of the Option (unless the death or Disability of the Participant occurs prior to the expiration of the six-month period) and must be made either six months prior to the date such tax is determined or between the third and twelfth business days


following public release of any of the Company's quarterly or annual summary earning statements.

ARTICLE 7. EFFECT OF TERMINATION OF EMPLOYMENT ON OPTIONS

7.1 Termination of Employment or Status as an Officer, Director or Consultant Due to Death, Disability or Retirement. Except as otherwise provided in the Option Agreement, in the event a Participant's employment or status as an Officer, Director or Consultant by the Company and all Subsidiaries is terminated by reason of the Participant's Retirement, all outstanding Options then held by the Participant shall become immediately exercisable in full and remain exercisable for a period of three months; provided, however, that the exercise may not occur after the expiration date of such Option. If, however, such termination of employment or status as an Officer, Director or Consultant is due to death or Disability, such Options shall remain exercisable for a period of one year; provided, however, that the exercise may not occur after the expiration date of such Option.

7.2 Termination of Employment or Status as an Officer, Director or Consultant for Reasons Other than Death, Disability or Retirement.

(a) Except as otherwise provided in the Option Agreement or in Article 11 or subsection (b) below, in the event that a Participant's employment or status as an Officer, Director or Consultant by the Company and all Subsidiaries is terminated for any reason other than the Participant's death, Disability or Retirement, all rights of the Participant under the Plan and under all Option Agreements shall terminate thirty days following termination without notice of any kind, and no Options then held by the Participant shall thereafter be exercisable.

(b) Notwithstanding the provisions of subsection (a) above, upon a Participant's termination of employment or as status as an Officer, Director or Consultant by the Company and all Subsidiaries resulting from the Participant's involuntary discharge other than for cause, the Committee may, in its discretion, cause outstanding Options then held by the Participant to remain exercisable for a period in excess of thirty days, in the manner determined by the Committee; provided, however, that no Option shall be exercisable after the expiration date thereof, and Options exercised more than three months following termination of employment will not qualify as Incentive Stock Options.

7.3 Date of Termination. For purposes of the Plan, a Participant's employment or status as an officer, director or consultant shall be deemed to have terminated as the date determined by the Committee in its sole discretion.


ARTICLE 8. RIGHTS OF ELIGIBLE RECIPIENTS AND PARTICIPANTS

8.1 Employment. Nothing in the Plan or in any Option Agreement shall expressly or impliedly interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment of any Eligible Recipient or Participant at any time, now confer upon any Eligible Recipient or Participant any right to continue in the employ of the Company or any Subsidiary for any particular period of time, in any particular capacity or at any particular level of compensation.

8.2 Nontransferability. No right or interest of any Participant in an Option granted pursuant to the Plan shall be assigned or transferable or subject to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law, or otherwise, including, without limitation, execution, levy, garnishment, attachment, pledge or bankruptcy. In the event of a Participant's death, a Participant's rights and interest in Options shall be transferable by testamentary will or by the laws of descent and distribution, and payment of any amounts due under the Plan shall be made to, and exercise of any Options to the extent permitted pursuant to Section 7.1 of the Plan may be made by, the Participant's successors-in-interest. If, in the opinion of the Committee, a person entitled to payments or to exercise rights with respect to the Plan is disabled from caring for such person's affairs because of mental condition or physical condition, payment due such person may be made to, and such rights shall be exercised by, such person's guardian, conservator or other legal representative upon furnishing the Committee with evidence satisfactory to the Committee of the status.

8.3 Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to amend, modify or rescind any previously approved compensation plans or programs entered into by the Company. The Plan will be construed to be in addition to any and all such other plans or programs. Neither the adoption of the Plan nor submission of the Plan to the stockholders of the Company for approval will be construed as creating any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable. Any benefit received upon grant or exercise or disposition of an Option or the Option shares shall not be entitled to be taken into account as "salary" or "compensation" or "bonus" in determining the amount of any payment under any insurance, pension, retirement or profit sharing plan of the Company or any of its Subsidiaries, except as otherwise provided in the Option Agreement or as specifically set forth in any of said plans.


ARTICLE 9. SHARE ISSUANCE AND TRANSFER RESTRICTIONS

9.1 Share Issuance. Notwithstanding any other provision of the Plan or any Option Agreements entered into pursuant hereto, the Company shall not be required to issue or deliver any certificate or certificates for shares of Common Stock under the Plan prior to the Fulfillment of all of the following conditions:

(a)(i) The registration of such shares under the Securities Act and applicable state securities laws, or the maintaining in effect of any such registrations, which the Committee may, in its discretion upon the advice of counsel, deem necessary or advisable; or (ii) if the Committee has determined not to so register the shares of Common Stock to be issued under the Plan, the receipt from the Participant (or, in the event of death or Disability, the Participant's successors-in-interest, heirs, or legal representatives) of any representations or agreements requested by the Company to permit such issuance to be made pursuant to exemptions from registration under the Securities Act and applicable state securities laws.

(b) The obtaining of any other consent, approval or permit from the state or federal governmental agency which the Committee shall, in its discretion upon the advise of counsel, deem necessary or advisable.

(c) The listing, or approval for listing upon notice of issuance, of such shares on the New York Stock Exchange, Inc. or such other securities exchange as may at the time be the principal market for the Common Stock.

9.2 Share Transfers. Shares of Common Stock issued pursuant to the exercise of Options granted under the Plan may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of (whether voluntarily or involuntarily, directly or indirectly, by operation of law, or otherwise) except pursuant to registration under the Securities Act and applicable state securities laws or pursuant to exemptions from such registrations. The Company may condition the sale, assignment, transfer, pledge, encumbrance or other disposition of such shares not issued pursuant to an affective and current registration statement under the Securities Act and all applicable state securities laws on the receipt from the party to whom the shares of Common Stock are to be so transferred of any representations or agreements requested by the Company to permit such transfer to be made pursuant to exemptions from registration under the Securities Act and applicable state securities laws.

9.3 Legends. Unless a registration statement under the Securities Act is in effect with respect to the issuance or transfer of shares of Common Stock under the Plan, each certificate representing any such shares shall be endorsed with a legend in substantially the following forms, unless counsel for the Company is of the opinion as to any such certificate that such legend is unnecessary;


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

ARTICLE 10. AMENDMENT, MODIFICATION AND TERMINATION

The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that Options under the Plan shall conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no such amendment shall be effective, without approval of the stockholders of the Company, if stockholder approval of the amendment is then required pursuant to Rule 16b-3 of the Securities and Exchange Commission or Section 422A of the Code or under the applicable rules, regulations or requirements of any securities exchange. No termination, suspension or amendment of the Plan shall alter or impair any outstanding Options without the consent of the Participant affected thereby; provided, however, that this sentence shall not impair the right of the Committee to take whatever action it deems appropriate under Section 4.3 or Article 11 of the Plan.

ARTICLE 11. CHANGE IN CONTROL

11.1 Change in Control. For purposes of this Article 11, "Change in Control" means any one or more of the following events: (a) the sale, lease, exchange or other transfer of all or substantially all of the assets or business of the Company (in one transaction or in a series of related transaction) to any "person" within the meaning of Section 14(d) of the Exchange Act, other than the Company, a Subsidiary or any employee benefits plans sponsored by the Company or any Subsidiary; (b) the approval by the stockholders of the Company of any plan or proposal for the liquidation or dissolution of the Company; or (c) a change in control of the Company of a nature that would be required to be reported (assuming such event has not been "previously reported") in response to Item 1(a) of the Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the Exchange Act, regardless of whether the Company is then subject to such reporting requirements; provided that, without limitation, such a Change in Control shall be deemed to have occurred at such time as: (x) any "person" within the meaning of Section 14(d) of the Exchange Act, other then the Company, a Subsidiary or any employee benefit plans sponsored by


the Company or any Subsidiary is becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent or more of the Common Stock or of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors; or (y) individuals who constitute the Board on July 1, 2000, cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least three quarters of the directors comprising the Board on July 1, 2000 (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination ) shall be, for purposes of this clause (y) and the following sentence, considered as though such person were a member of the Board on July 1, 2000. Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have been approved by the affirmation vote of at least a majority of the members of the Board on the effective date of the Plan.

11.2 Acceleration of Vesting. If a Change in Control of the Company shall occur, then, without any action by the Committee or the Board, all outstanding Options shall become immediately exercisable in full and shall remain exercisable during the remaining term thereof, whether or not the Participants to whom such Options have been granted remain employed by the Company or a Subsidiary.

ARTICLE 12. EFFECTIVE DATE OF THE PLAN

12.1 Effective Date. The Plan is effective as of July 20, 2000, the date it was adopted by the Board.

12.2 Duration of the Plan. The Plan shall terminate at midnight on July 21, 2010, and may be terminated prior thereto by Board action, and no Option shall be granted after such termination and, notwithstanding the foregoing, no Incentive Stock Options shall be granted after the expiration of ten years from the date of adoption of the Plan. Options outstanding at Plan termination may continue to be exercised in accordance with their terms.

ARTICLE 13. MISCELLANEOUS.

13.1 Construction and Headings. The use of a masculine gender herein shall also include within its meaning the feminine, and the singular may include the plural, and the plural may include the singular, unless the context clearly indicates to the contrary. The headings of the Articles, Sections and their subparts in the Plan are for convenience of reading only and are not meant to be of substantive significance and shall not add or detract from the meaning of such Article, Section or subpart.


13.2 Expenses of Administration. Any and all expenses of administering the Plan shall be borne by the Company.

13.3 Public Policy. No person shall have any claim or right to receipt of an Option if, in the opinion of counsel to the Company, such receipt conflicts with law or is opposed to governmental or public policy.

13.4 Governing Law. The place of administration of the Plan shall be conclusively deemed to be within the State of Minnesota, and the rights and obligations of any and all persons having or claiming to have an interest herein or hereunder or under any Option Agreement shall be governed by and construed exclusively and solely in accordance with the laws of the State of Minnesota (without regard to the conflict of laws provisions of any jurisdiction), in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement and remedies of the Plan and its rules and regulations, except to the extent that the domestic corporation laws of the Company's or Subsidiary's state of incorporation control the internal affairs of the Company or any Subsidiary.

13.5 Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the successors and permitted assigns of the Company and each Subsidiary, including, without limitation, whether by way or merger, consolidation, operation of law, assignment, purchase or other acquisition of substantially all of the assets or business of the Company or Subsidiary, and any and all such successors and assigns shall absolutely and unconditionally assume all of the Company's and the Subsidiary's obligations hereunder; provided, however, that this provision shall not apply with respect to the successors or permitted assigns of a Subsidiary in the event that, prior to a Change in Control the Subsidiary is sold, merged, contributed or in any other manner transferred or for any other reason ceases to be a Subsidiary of the Company.

13.6 Survival of Provisions. The rights, remedies, agreements, obligations and covenants of the parties contained in or made pursuant to the Plan, any Option Agreement and any other notices or agreements in connection therewith, including, without limitation, any notice of exercise of an Option, shall survive the execution and delivery of such notices and agreements and the exercise of any Option, the payment of the Option exercise price and the delivery and receipt of the Option shares, and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Stock Option Plan effective as of the day and year first above written.

WHY USA Financial Group, Inc.

       /s/ Greg Miller
By    __________________________

President
Its __________________________

7/21/2000
Date: _________________________


Exhibit 10.16

Sample Option Agreement
Executed July 20, 2000

WHY USA FINANCIAL GROUP, INC.
STOCK OPTION AGREEMENT

OPTION AGREEMENT, entered into and effective as of this 20th day of July 2000 (the "Date of Grant"), by and between WHY USA Financial Group, Inc. (the "Company") and ______________ (the "Participant").

AGREEMENT:

In furtherance of the purposes of the Company's Stock Option Plan (the "Plan") and in consideration of the mutual covenants and conditions set forth herein and in the Plan, the parties agree as follows:

1.0 INCORPORATION OF PLAN BY REFERENCE; DEFINITIONS.

The terms and conditions of the Plan are incorporated herein by reference and are thereby made a part of this Option Agreement to the same extent as if fully set forth herein. All capitalized words and phrases used but not defined in this Option Agreement shall have the meanings set forth in the Plan, unless the context clearly otherwise requires. This Option Agreement and all rights and duties hereunder are subject to the terms and conditions of the Plan. The provisions of this Option Agreement shall be construed consistent with the Plan but, in the event of any inconsistencies or ambiguities, the Plan and the rules and regulations of the Committee shall control. The Participant, by execution hereof, acknowledges having received a copy of the Plan.

2.0 GRANT OF OPTION.

The Company hereby grants to the Participant the right, privilege and option to purchase ______________________ (_____) shares of the Company's common stock, $ .001 par value per share, upon the terms and subject to the conditions set forth herein and in the Plan.

3.0 STATUS OF OPTION.

This Option is a Non-Qualified Stock Option. This Option does not constitute and shall not be treated as an "Incentive Stock Option" within the meaning of section 422A of the Code.


4.0 OPTION EXERCISE PRICE.

The per share price to be paid by the Participant in the event of an exercise of this Option shall be One Dollar ($ 1.00).

5.0 DURATION OF OPTION AND TIME OF EXERCISE.

5.1 Vesting Schedule & Initial Date of Exercisability.

One-Third (33%)of the Options granted shall become vested 12 months from the Date of the Grant. One-Third (33%) of the Options granted shall become vested 24 months from the Date of the Grant. One-Third (33%) of the Options granted shall become vested 36 months from the Date of the Grant. Each Option shall become excisable only after vesting.

5.2 Expiration.

This Option shall no longer be exercisable after ten years from the Date of the Grant, and this Option shall become void and expire as to all unexercised Option shares at 5:00 p.m. Minneapolis, Minnesota time on July 20, 2010.

6.0 NONTRANSFERABILITY.

No right or interest in this Option Agreement shall be assignable or transferable or subject to any lien during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law, or otherwise, including, without limitation, execution, levy, garnishment, attachment, pledge, divorce or bankruptcy; provided, however, in the event of the Participant's death, the Participant's rights and interest in this Option Agreement shall be transferable by will or the laws of descent and distribution, but then only to the extent provided in the Plan. Any attempt to assign or transfer this Option other than in accordance with this Section 6.0 shall void the Option. This Option shall be exercisable during the Participant's lifetime only by the Participant or, in the event the Participant is incapable of caring for such person's affairs because of mental or physical condition, by the Participant's guardian, conservator or personal representative in accordance with the provisions of the Plan.

7.0 MISCELLANEOUS.

This Option Agreement shall be binding upon the heirs, executors, administrators, successors-in-interest and permitted assigns of the parties hereto. This Option Agreement may only be modified or amended in a written instrument duly executed by the parties hereto. This Option Agreement may be executed in two or more counterparts, all of which together shall constitute one and the same instrument.


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

WHY USA Financial Group, Inc.

__________________________________ * By:____________________________________
(Name of Participant)
(Address of Participant Its:___________________________________

* By execution hereof, the Participant acknowledges having received a copy of the Plan as last revised and amended

through July 20, 2000.


Exhibit 10.17

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AGREEMENT executed this 31st day of March, 2001, by and between WHY USA Financial Group, Inc., a Minnesota corporation (hereinafter "WHY USA"), and Northwest Investment Trust, Inc., a Minnesota corporation, (hereinafter "Northwest"),

WITNESSETH.

WHEREAS, WHY USA had previously pursued the acquisition of a certain mortgage company known as America's Cashline Corp. (hereinafter "Cashline"), and

WHEREAS, Northwest invested certain significant funds into Cashline to support its operations during WHY USA's pursuit of Cashline, and received from Cashline promissory notes securing the obligation of Cashline to Northwest (hereinafter the "Cashline Notes"), (a true and correct copy of the Cashline Notes are attached hereto as Exhibit A), and

WHEREAS, WHY USA, on February 8, 2001, acquired 100% ownership of Cashline in a stock for stock acquisition, and

WHEREAS, WHY USA has certain obligations to Northwest and has executed promissory notes (hereinafter WHY USA Notes) to Northwest securing said debt, (A true and correct of said notes is attached hereto as Exhibit B), and

WHEREAS, Northwest wishes to assign its holders rights in the Notes to WHY USA in exchange for certain shares of WHY USA common stock and agrees to cancel certain outstanding WHY USA Notes, and

WHEREAS, WHY USA wishes to accept the assignment of Northwest's holder's interest in the Cashline Notes and to execute a new note in favor of Northwest in the amount of $85,000.00.


NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Northwest agrees to assign its interest in the Cashline Notes to WHY USA upon the following terms and conditions:

1. Northwest's investment in Cashline shall be agreed to be $708,216.77. The amounts previously paid by WHY USA to Northwest, relating to the Cashline acquisition, shall be agreed to be $560,025.16. The unrecovered amount of Northwest's investment in Cashline that is being satisfied by this agreement is $148,191.61.

2. As consideration for the assignment of the Holder's interest in the Notes, WHY USA shall deliver to Northwest, upon demand, 296,384 shares of WHY USA Financial Group, Inc. common stock.

3. Northwest agrees to deem those WHY USA Notes attached hereto as Exhibit B "Paid in Full."

4. WHY USA shall execute a new note in favor of Northwest in the amount of $85,000.00 as and for the remaining obligation between WHY USA and Northwest upon delivery of the above referenced shares of WHY USA common stock.

FURTHER, the parties agree that the assignment of said Notes shall be non- recourse. Each party agrees to execute any documents necessary to complete the above stated provisions.

IN WITNESS whereof the parties do set their hands this 31st day of March 2001.

WHY USA FINANCIAL GROUP, INC.               NORTHWEST INVESTMENT TRUST, INC.

/s/ Leslie M. Pearson                       /s/ Don Riesterer
-----------------------------               --------------------------------
By: Leslie M. Pearson                       By: Don Riesterer
   --------------------------                   ----------------------------
Its: C.F.O.                                 Its: President

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


Exhibit 10.18

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AGREEMENT executed this 31st day of March 2001, by and between WHY USA Financial Group, Inc., a Minnesota corporation (hereinafter "WHY USA"), and Northwest Investment Trust, Inc., a Minnesota corporation, (hereinafter "Northwest"),

WITNESSETH.

WHEREAS, WHY USA had previously pursued the acquisition of a certain mortgage company known as Alliance West Mortgage Corporation (hereinafter "Alliance"), and

WHEREAS, Northwest invested certain significant funds into Alliance to support its operations during WHY USA's pursuit of Alliance and received from Alliance promissory notes securing the obligation of Alliance to Northwest (hereinafter the "Notes"), (a true and correct copy of the Notes are attached hereto as Exhibit A), and

WHEREAS, WHY USA has reached an agreement with the controlling shareholder of Alliance, Gregory Dwight whereby WHY USA shall receive certain shares in a separate and distinct company also controlled by Gregory Dwight, (hereinafter the "Dwight Shares") shareholder in exchange for WHY USA releasing Alliance from the previously agreed upon acquisition agreement and in exchange for WHY USA and Northwest releasing Alliance from any repayment obligations for funds advanced, and

WHEREAS, Northwest wishes to assign its holders' rights in the Notes to WHY USA in exchange for certain shares of WHY USA common stock, and

WHEREAS, WHY USA wishes to accept the assignment of Northwest's bolder's interest in the Notes, thereby entitling it to acquire the Dwight Shares.


NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, Northwest agrees to assign its interest in the Alliance Notes to WHY USA upon the following terms and conditions:

1. The net investment made by Northwest in Alliance shall be established to be $148,060.00.

2. As of the date of this agreement Northwest has outstanding obligations to WHY USA of $23,508.82.

3. The net consideration being delivered to WHY USA in exchange for WHY USA common stock shall be established to be $124,551.18 ($148,060.00 minus $23,508.82).

4. As consideration for the assignment of the Holder's interest in the Notes WHY USA shall deliver to Northwest, upon demand, 249,102 shares of WHY USA Financial Group, Inc, common stock.

5. Northwest agrees that it shall make no demand for, and hereby assigns any interest that it may have in the Dwight Shares. The Dwight Shares shall represent 400,000 shares in United Equities, LLC.

FURTHER, The parties agree that the assignment of said Notes shall be non- recourse. Each party agrees to execute any documents necessary to complete the above stated provisions.

IN WITNESS whereof the parties do set their hands this 31st day of March, 2001.

WHY USA FINANCIAL GROUP, INC.           NORTHWEST INVESTMENT TRUST, INC.

/s/  Leslie M. Pearson                  /s/ Don Riesterer
-------------------------------         -------------------------------
By:  Leslie M. Pearson                  By: Don Riesterer
    ---------------------------             ---------------------------
Its: C.F.O.                             Its: President

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


Exhibit 10.19

AGREEMENT

THIS AGREEMENT by and between WHY USA North America, Inc., a Wisconsin corporation, (hereinafter "WHY USA"), and Ronald Williams (hereinafter "Williams"),
W I T N E S S E T H:
WHEREAS, Williams wishes to purchase, and open, fifty (50) new WHY USA real estate franchises in the territories of Wisconsin and Illinois, and

WHEREAS, WHY USA wishes to sell to Williams fifty (50) WHY USA real estate franchises, and

WHEREAS, Williams wishes to purchase the rights to open said franchises over a scheduled period of five (5) years at a fixed fee.

NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree to the following terms and conditions:

1. Williams shall pay to WHY USA the sum of $150,000.00, as and for the fee for those rights, as expressed herein, to develop fifty (50) WHY USA offices in the states of Wisconsin and Illinois. This fee is non-refundable and no portion thereof is contingent upon the completion of the terms of this Agreement. This fee must be received by WHY USA, in good funds, by April 23, 2001 or this agreement shall be null and void.

2. If Williams is not in default, under the terms of this Agreement, he shall be entitled to acquire, for the fee set in paragraph 1 above, fifty (50) WHY USA franchises within five years from the date first stated hereon. During the term of this Agreement, Williams must remain as an owner of a majority interest in the various franchises that he, or an entity that


he is associated with, shall open. Any transfer of an interest in a WHY USA franchise must be done in compliance with the requirements stated in the applicable franchise agreement.

3. If Williams is not in default, under the terms of this Agreement, he has the exclusive right to develop all of the territories of Wisconsin and Illinois from those territories then available. Certain territories shall not be available for selection (See attached Exhibit A for list of unavailable territories). Williams also understands that franchisees owning franchises in Wisconsin and Illinois have certain contractual rights to additional territories at set fees. This Agreement shall not affect the rights of other franchisees to exercise said rights to acquire additional territories under their franchise agreement.

4. Any selection by Williams of a new territory shall not be more than 30 days in advance of the scheduled opening of the new office. Williams shall notify WHY USA, in writing, of the selected territory upon his election and exercising of his rights. It shall be a default of this Agreement to fail to open the franchise office within the terms specified in the franchise agreement applicable to the selected territory.

5. If, during the term of this Agreement, WHY USA shall locate a new buyer for a territory that is in Wisconsin or Illinois, WHY USA shall notify Williams of such buyer. If Williams is not in default of this Agreement, he shall have 20 days to exercise his right to said territory, as specified above. In the event that Williams does not exercise his rights to said territory, he shall then be entitled to receive a fee of $5,000.00 if WHY USA sells said territory to the identified third party buyer. Each territory sold by WHY USA during the term of this Agreement shall reduce the number of territories that Williams is obligated to


open pursuant to this Agreement. The $5,000 payment to Williams, as specified in this paragraph, shall only be due to Williams during the 5 year term of this Agreement or until the sale of 50 franchises, which ever event occurs earliest, and provided Williams is not in default of this Agreement.

6. The terms of WHY USA's franchise agreement, that is in circulation at the time each new office is opened, shall govern that franchise. Nothing in this Agreement shall be construed to release Williams from any obligation stated in the franchise agreement that shall govern each new franchise, except that the initial franchise fee paid by Williams shall be governed by the terms stated herein, including payment of the fee to acquire the rights to open the stated 50 franchises. Nothing in this Agreement shall be construed to limit WHY USA's right to collect the entire transaction fees or any other fees as stated in the relevant franchise agreement.

7. Williams agrees to open the franchises on the following schedule:
a. By December 31, 2001 - 5 franchises shall be opened.
b. By December 31, 2002 - 15 additional franchises shall be opened
c. By December 31, 2003 - 10 additional franchises shall be opened
d. By December 31, 2004 - 10 additional franchises shall be opened
e. By December 31, 2005 - 10 additional franchises shall be opened

WHY USA may waive this schedule at its sole discretion. Williams may accelerate the above schedule (i.e. If Williams acquires 17 franchises in year 2003, 7 franchises shall apply to his year 2004 obligation). Williams agrees that he must be current on his payments and not in default herein in order to open a new franchise. Williams shall be required to pay an initial franchise fee $1,250.00 upon the selection of each new territory


and to execute a current franchise agreement.

8. Williams agrees to follow all applicable state or federal laws in the opening of each office, the development of each territory, and the location of potential partners. Williams agrees that he will not participate in any activity that can be construed as sub-franchising. Williams agrees to present his advertisements to WHY USA for approval prior to circulating said advertisements. WHY USA shall be entitled to approve or disapprove of those advertisements prior to Williams submitting the same for publication. Williams agrees that WHY USA is not responsible for any obligation that he may have towards his business partners and agrees to indemnify and hold WHY USA harmless for any cause, claim, or action that may result from, or be brought by, a business partner or associate of Williams.

9. In the event of a failure by Williams to complete any of the terms of this Agreement (including, but not limited to, failing to keep the above stated schedule for opening franchises) WHY USA may, at its option, suspend Williams rights to open new franchises, or to select new territories, until Williams cures the default, or WHY USA may choose to terminate this Agreement upon 30 day written notice to Williams. If WHY USA shall suspend Williams' right to open new franchises or to select new territories, such suspension shall not extend the time period Williams had to open franchises. Williams recognizes that if he fails to meet the schedule set forth above following his suspensions, such failure shall be the result of his own actions and as a result of his failure to cure said default. If this Agreement is terminated for failure to meet such schedule, or for any other default, Williams shall be entitled to no refund of any monies previously paid under this Agreement. Such termination shall not effect the individual franchise agreements

previously entered into between the parties under this Agreement and both parties shall be obligated to continue to perform under such agreements in accordance with their terms.

10. Any notice due hereunder shall be deemed to have been given when hand delivered, or three days after placed in the United States mail, postage prepaid, and sent to the following addresses, or to such other address as a party may request:

WHY USA NORTH AMERICA

2110 U.S. Hwy 12, West
P.O. Box 497
Menominee, WI 54751

Ronald Williams
1000 Laramie Lane
Janesville, WI 53546

11. The non-defaulting party shall be entitled to recover from the defaulting party its costs, fees, and disbursements, including reasonable legal fees that may be incurred in any enforcement or collection action.

12. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability in such jurisdiction, without invalidating the remainder of this Agreement in such jurisdiction or any provision hereof in any other jurisdiction. In no event shall this Agreement be interpreted in a manner to conflict with the then current franchise agreement. In all such conflicts the terms and definitions of the franchise agreement shall govern.


13. Each of the parties hereto, his heirs, legal representatives, shall do all things to execute and deliver any and all documents which may be necessary at any time to carry out and effectuate the terms and conditions of this Agreement. The parties agree that this contract is not assignable.

14. This Agreement shall be construed and enforced in accordance with the laws of the State of Wisconsin.

15. This Agreement contains the entire understanding between the parties hereto with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions. This Agreement may only be amended by a writing signed by the party against whom enforcement is sought.

16. During the term of this agreement, if Williams acquires fifty (50) franchises, as specified herein, Williams may acquire additional franchises until the end of the 5 year term, if he is not in default of the terms of this agreement. The franchise fee shall become $4,950.00 for these additional franchises and Williams shall pay $1,250.00 additional for each franchise as, and for, training to be provided by WHY USA pursuant to the franchise agreement. These fees shall be paid at the time of signing of the franchise agreement. WHY USA shall not provide any credit for advertising for franchised acquired in excess of fifty (50).

17. The effective date of this Agreement shall be March 31, 2001.


THE PARTIES HERETO acknowledge that the above stated recitals are true and correct and are hereby incorporated by reference. The parties hereto have entered into this Agreement in reliance upon the recitals set forth herein above together with the remaining covenants, terms and conditions of this Agreement. The parties agree that they have had adequate opportunity to seek legal counsel regarding the terms as stated herein.

WHY USA NORTH AMERICA, INC.                RONALD WILLIAMS

/s/ Leslie Pearson                         /s/ Ronald Williams
_______________________________            _________________________________
Leslie Pearson, Secretary / Treasurer

* WHY USA is a registered Trademark of WHY USA North America, Inc.


Exhibit 21

Subsidiaries as of March 31, 2001

Name                                     Domicile   Formation date
----                                     ---------  ---------------

WHY USA North America, Inc. (1)          Wisconsin  July 1, 1998
Northwest Financial, Ltd.                Minnesota  October 20, 1998

Advantage Realty of Janesville, Inc.(2) Wisconsin September 30, 2000 WHY USA Subsidiary No. 1, Inc. Minnesota January 11, 2001 America's Cashline Corporation (3) Michigan September 9, 1998

(1) a wholly owned subsidiary of Northwest Financial, Ltd.
(2) doing business as WHY USA Advantage Realty of Janesville

(3) a wholly owned subsidiary of WHY USA Subsidiary No. 1, Inc.


Exhibit 99.1

WHY USA Financial Group, Inc. completes acquisition of America's Cashline

BLOOMINGTON, MN. - -(Business Wire) - - March 6, 2001 - - WHY USA Financial Group, Inc. (OTCBB:WUFG), the parent company of a growing network of real estate franchises and mortgage origination companies, today announced it has completed the acquisition of America's Cashline of Scottsdale, AZ.

The all stock transaction strengthens WHY USA's mortgage capabilities and gives it licensing in 44 states. America's Cashline is a government non- supervised lender (HUD) and will be engaged in FHA/VA and conventional purchase money transactions, as well as sub-prime mortgage loans. Marketing through direct mail, telemarketing, the internet, and WHY USA's franchise network of realtors will create substantial mortgage origination volume for the combined organization on a national basis.

"The combined forces of WHY USA and America's Cashline create a synergistic match-up, which allows us to originate mortgages in 44 states and rapidly helps build our platform towards becoming a national mortgage banker." Stated Don Riesterer, Chairman of WHY USA. "We also believe this transaction will further enhance our ability to provide valuable services to our franchisee network."

About the Company: WHY USA Financial Group, Inc. (the "Company") was formed through a series of transactions on December 31, 1999 to acquire real estate franchise and mortgage banking companies under a buy and build strategy, with the intent to add other bundled services.
To date the Company has accomplished the acquisition of Northwest Financial, Ltd. and WHY USA North America, Inc., and has raised $1,500,000 in a private placement to build the Company's platform. This was completed in 2000 and WHY USA Financial Group began trading under the symbol WUFG on the Over The Counter Bulletin Board on December 21, 2000.


The Company is currently offering a private placement of units of common shares and warrants to obtain an additional $3,000,000 of capital. Further, the Company has identified key acquisition opportunities to expand upon its platform and to provide synergies.

The Company has 80 franchisees operating in 29 states with approximately 400 real estate agents who completed over 4,000 real estate transaction sides in 2000.

Certain matters discussed in this press release are "forward-looking statements". These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "expects", "anticipates" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including the financial performance of the Company and market valuations of its stock, which could cause actual results to differ materially from those currently anticipated. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating any forward-looking statements. Forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

CONTACT:         WHY USA Financial Group, Inc.
                 Donald L. Riesterer, Chairman


                 800-314-9304 Operations@WHYUSA.com


Exhibit 99.2

WHY USA Financial Group, Inc. names Chief Executive Officer

BLOOMINGTON, MN. - -(Business Wire)- - March 8, 2001 - - WHY USA Financial Group, Inc. (OTCBB:WUFG), the parent company of a growing network of real estate franchises and mortgage origination companies, today announced that James B. Kylstad has been named Chief Executive Officer and has been appointed to its Board of Directors. Mr. Kylstad comes to WHY USA from American Home Capital Corporation where he served as Chairman and CEO. He brings hands on experience in all aspects of managing a public company as well as over 25 years of experience in the real estate, mortgage and related industries.

Donald Riesterer, Chairman of WHY USA, said, "We are pleased to add Jim to our Board and management team. He has demonstrated his ability to enhance shareholder value and has the skills to make an immediate impact upon our growing business platform."

"I appreciate the confidence that Don and the Board of WHY USA have shown in me and I am confident that the opportunities and challenges in front of us will be met with success. I look forward to working with this dedicated team of professionals" stated Kylstad.

About the Company: WHY USA Financial Group, Inc. (the "Company") was formed through a series of transactions on December 31, 1999 to acquire real estate franchise and mortgage banking companies under a buy and build strategy, with the intent to add other bundled services.
The Company has 80 franchisees operating in 29 states with approximately 400 real estate agents who completed over 4,000 real estate transaction sides in 2000. In addition, the Company is licensed in 44 states to originate a complete line of mortgage loan products.


Certain matters discussed in this press release are "forward-looking statements". These forward-looking statements can generally be identified as such because the context of the statement will include words such as the Company "expects", "anticipates" or words of similar import. Similarly, statements that describe the Company's future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties, including the financial performance of the Company and market valuations of its stock, which could cause actual results to differ materially from those currently anticipated. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating any forward-looking statements. Forward-looking statements made herein are only made as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

CONTACT: WHY USA Financial Group, Inc.
Donald L. Riesterer, Chairman
800-314-9304

Overations@WHYUSA.com

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