Johnson David B, et al. – ‘SC 13D/A’ on 4/26/99 re: Stockwalk Group Inc/MN

As of:  Monday, 4/26/99   ·   Accession #:  897101-99-428   ·   File #:  5-55515

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          57    237K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D AMENDMENT

 Under the Securities Exchange Act of 1934

 NM HOLDINGS, INC.
 -----------------
(Name of Issuer)

Common Stock, $.04 par value
------------------------------
(Title of Class of Securities)

 67065C 10 4
--------------
(CUSIP Number)

Philip T. Colton, Esq.
 Maun & Simon, PLC
2000 Midwest Plaza Building West
 801 Nicollet Mall
Minneapolis, Minnesota 55402
(612) 904-7400
 -----------------------------------
 (Name, Address and Telephone Number
 of Person Authorized to Receive
 Notices and Communications)

April 16, 1999
------------------------------------
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D Amendment, and is     
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the  
following box [ ].                                                              

(Cover page continued on next 4 pages)

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SCHEDULE 13D

 CUSIP NO. 67065C 10 4

                                                        [Enlarge/Download Table]
                                                                                                                       
------------------------------------------------------------- ---------------------------------------------------------
(1) Names of reporting persons............................                                                             
I.R.S. Identification Nos. of above persons                   DAVID B. JOHNSON                                         
(entities only)...........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(2) Check the  appropriate  box if a member of a group  (see  (a)     X                                                
instructions)                                                 ---------------------------------------------------------
                                                              (b)                                                      
------------------------------------------------------------- ---------------------------------------------------------
(3) SEC use only..........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(4) Source of funds (see instructions)                        PF                                                       
------------------------------------------------------------- ---------------------------------------------------------
(5) Check if disclosure of legal proceedings is required                                                               
pursuant to Items 2(d) or 2(e).                                                                                        
------------------------------------------------------------- ---------------------------------------------------------
(6) Citizenship or place of organization..................    USA                                                      
------------------------------------------------------------- ---------------------------------------------------------
Number of shares beneficially owned by                                                                                 
each reporting person with:                                                                                            

     (7) Sole voting power................................    -0-                                                      

     (8) Shared voting power..............................    109,757                                                  

     (9) Sole dispositive power...........................    -0-                                                      

     (10) Shared dispositive power........................    109,757                                                  
------------------------------------------------------------- ---------------------------------------------------------
(11) Aggregate amount  beneficially  owned by each reporting                                                           
person.                                                       109,757                                                  
------------------------------------------------------------- ---------------------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes                                                                
certain shares (see instructions).                                                                                     
------------------------------------------------------------- ---------------------------------------------------------
(13) Percent of class represented by amount in Row (11)...    9.6%                                                     
------------------------------------------------------------- ---------------------------------------------------------
(14) Type of reporting person (see instructions)..........    IN                                                       
------------------------------------------------------------- ---------------------------------------------------------

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SCHEDULE 13D

 CUSIP NO. 67065C 10 4

                                                        [Enlarge/Download Table]
                                                                                                                       
------------------------------------------------------------- ---------------------------------------------------------
(1) Names of reporting persons............................                                                             
I.R.S. Identification Nos. of above persons                   ELDON C. MILLER                                          
(entities only)...........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(2) Check the  appropriate  box if a member of a group  (see  (a)     X                                                
instructions)                                                 ---------------------------------------------------------
                                                              (b)                                                      
------------------------------------------------------------- ---------------------------------------------------------
(3) SEC use only..........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(4) Source of funds (see instructions)                        PF                                                       
------------------------------------------------------------- ---------------------------------------------------------
(5) Check if disclosure of legal proceedings is required                                                               
pursuant to Items 2(d) or 2(e).                                                                                        
------------------------------------------------------------- ---------------------------------------------------------
(6) Citizenship or place of organization..................    USA                                                      
------------------------------------------------------------- ---------------------------------------------------------
Number of shares beneficially owned by each reporting person                                                           
with:                                                                                                                  

     (7) Sole voting power................................    -0-                                                      

     (8) Shared voting power..............................    7,902                                                    

     (9) Sole dispositive power...........................    -0-                                                      

     (10) Shared dispositive power........................    7,902                                                    
------------------------------------------------------------- ---------------------------------------------------------
(11) Aggregate amount  beneficially  owned by each reporting                                                           
person.                                                       7,902                                                    
------------------------------------------------------------- ---------------------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes                                                                
certain shares (see instructions).                                                                                     
------------------------------------------------------------- ---------------------------------------------------------
(13) Percent of class represented by amount in Row (11)...    0.7%                                                     
------------------------------------------------------------- ---------------------------------------------------------
(14) Type of reporting person (see instructions)..........    IN                                                       
------------------------------------------------------------- ---------------------------------------------------------

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SCHEDULE 13D

 CUSIP NO. 67065C 10 4

                                                        [Enlarge/Download Table]
                                                                                                                       
------------------------------------------------------------- ---------------------------------------------------------
(1) Names of reporting persons............................                                                             
I.R.S. Identification Nos. of above persons                   STANLEY D. RAHM                                          
(entities only)...........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(2) Check the  appropriate  box if a member of a group  (see  (a)     X                                                
instructions)                                                 ---------------------------------------------------------
                                                              (b)                                                      
------------------------------------------------------------- ---------------------------------------------------------
(3) SEC use only..........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(4) Source of funds (see instructions)                        PF                                                       
------------------------------------------------------------- ---------------------------------------------------------
(5) Check if disclosure of legal proceedings is required                                                               
pursuant to Items 2(d) or 2(e).                                                                                        
------------------------------------------------------------- ---------------------------------------------------------
(6) Citizenship or place of organization..................    USA                                                      
------------------------------------------------------------- ---------------------------------------------------------
Number of shares beneficially owned by each reporting person                                                           
with:                                                                                                                  

     (7) Sole voting power................................    -0-                                                      

     (8) Shared voting power..............................    7,902                                                    

     (9) Sole dispositive power...........................    -0-                                                      

     (10) Shared dispositive power........................    7,902                                                    
------------------------------------------------------------- ---------------------------------------------------------
(11) Aggregate amount  beneficially  owned by each reporting                                                           
person.                                                       7,902                                                    
------------------------------------------------------------- ---------------------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes                                                                
certain shares (see instructions).                                                                                     
------------------------------------------------------------- ---------------------------------------------------------
(13) Percent of class represented by amount in Row (11)...    0.7%                                                     
------------------------------------------------------------- ---------------------------------------------------------
(14) Type of reporting person (see instructions)..........    IN                                                       
------------------------------------------------------------- ---------------------------------------------------------

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SCHEDULE 13D

 CUSIP NO. 67065C 10 4

                                                        [Enlarge/Download Table]
                                                                                                                       
------------------------------------------------------------- ---------------------------------------------------------
(1) Names of reporting persons............................                                                             
I.R.S. Identification Nos. of above persons                   PAUL R. KUEHN                                            
(entities only)...........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(2) Check the  appropriate  box if a member of a group  (see  (a)     X                                                
instructions)                                                 ---------------------------------------------------------
                                                              (b)                                                      
------------------------------------------------------------- ---------------------------------------------------------
(3) SEC use only..........................................                                                             
------------------------------------------------------------- ---------------------------------------------------------
(4) Source of funds (see instructions)                        PF                                                       
------------------------------------------------------------- ---------------------------------------------------------
(5) Check if disclosure of legal proceedings is required                                                               
pursuant to Items 2(d) or 2(e).                                                                                        
------------------------------------------------------------- ---------------------------------------------------------
(6) Citizenship or place of organization..................    USA                                                      
------------------------------------------------------------- ---------------------------------------------------------
Number of shares beneficially owned by each reporting person                                                           
with:                                                                                                                  

     (7) Sole voting power................................    7,500                                                    

     (8) Shared voting power..............................    23,707                                                   

     (9) Sole dispositive power...........................    7,500                                                    

     (10) Shared dispositive power........................    23,707                                                   
------------------------------------------------------------- ---------------------------------------------------------
(11) Aggregate amount  beneficially  owned by each reporting                                                           
person.                                                       31,207                                                   
------------------------------------------------------------- ---------------------------------------------------------
(12) Check if the aggregate amount in Row (11) excludes                                                                
certain shares (see instructions).                                                                                     
------------------------------------------------------------- ---------------------------------------------------------
(13) Percent of class represented by amount in Row (11)...    2.7%                                                     
------------------------------------------------------------- ---------------------------------------------------------
(14) Type of reporting person (see instructions)..........    IN                                                       
------------------------------------------------------------- ---------------------------------------------------------

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ITEM 1.  SECURITY AND ISSUER                                                    

         This amendment relates to the voting Common Stock, par value $.04 of NM
Holdings, Inc. (the "Issuer"), a Minnesota corporation, having its principal    
place of business at 9850 51st Avenue North, Minneapolis, Minnesota, 55442.     

ITEM 2.  IDENTITY AND BACKGROUND                                                

    The statements made in the Schedule 13D to which this filing is an
amendment regarding the Holders and their identities and backgrounds remain     
accurate as of the date hereof.                                                 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

Not applicable.                                               

ITEM 4.  PURPOSE OF TRANSACTION.                                                

  See Item 3. On March 25, 1999, the Issuer and MJK Holdings, Inc.
executed an Agreement and Plan of Reorganization ("Agreement") calling for MJK  
Holdings, Inc. to merge into the Issuer. The Holders, as shareholders of the    
Issuer and MJK Holdings, Inc., intend to vote their shares, as necessary, in    
favor of consummation of the combination. If the Issuer and MJK Holdings        
combine, the Holders will control the Issuer, and will able to elect a majority 
of the Issuer's board of directors, and otherwise direct the affairs of the     
issuer.                                                                         

         The Issuer currently has no active business. If the transactions called
for in the Agreement are consummated, then the Issuer, through its subsidiaries,
will be engaged in the brokerage and investment business currently engaged in by
MJK Holdings, Inc. and its subsidiaries. The Agreement requires an amendment to 
the Issuer's Articles of Incorporation. The Agreement is attached hereto as     
Exhibit B.                                                                      

The shares of Common Stock sold by Miller, Johnson & Kuehn,   
Incorporated ("MJK") consisted of its former inventory position held as a market
maker for the Issuer's securities. Although the Holders have no plans to acquire
or sell additional Common Stock of the Issuer, except acquisitions by means of  
the proposed merger, they specifically reserve the right to purchase additional 
Common Stock of the Issuer or to sell Common Stock if they deem it in their best
interest and determine such purchases or sales to be in compliance with         
applicable law. The Holders specifically reserve the right to communicate with  
other shareholders of the Issuer regarding matters of common concern.           

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ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  

      Information with respect to the aggregate number, and percentage, of
all outstanding Common Stock beneficially owned by each of the Holders as of    
April 23, 1999 is set forth below:                                              

                            Number of Shares           Percentage of
         Name                  of Common Stock          Outstanding Shares
         ----                  ----------------         ------------------

David B. Johnson           109,757 #(1)                 9.6%  
Betty L. Johnson            86,050                      7.5%  
Eldon C. Miller              7,902 (2)                  0.7%  
Stanley D. Rahm              7,902 (2)                  0.7%  
Paul R. Kuehn               31,207 (1)                  2.7%  
N. Lee Wesley                5,000                      0.4%  

#     Includes 86,050 shares of Common Stock owned by Betty L. Johnson.         
(1)   Includes warrants to purchase 23,707 shares of Common Stock that are      
exercisable within the next 60 days.                                
(2)   Includes warrants to purchase 7,902 shares of Common Stock that are       
exercisable within the next 60 days.                                

         Items 7 through 13 of the cover pages of the statement are incorporated
by reference. Cover pages are included only to the extent that a Holder's       
beneficial ownership of the Common Stock of the Issuer has changed since the    
filing of the Schedule 13D to which this filing is an Amendment. Miller, Johnson
& Kuehn, Incorporated and MJK Holdings, Inc. no longer are beneficial owners of 
any Common Stock of the Issuer, and therefor are no longer members of this      
Section 13(d) filing group.                                                     

      According to the Issuer's most recent filing with the Securities and
Exchange Commission, the Issuer has 1,141,881 shares of Common Stock            
outstanding. The Holders, including 63,218 presently exercisable warrants,      
collectively beneficially own 161,768 shares of the Issuer's Common Stock,      
constituting approximately 13.4% of the outstanding voting Common Stock,        
assuming exercise of the warrants. No Holder but MJK has engaged in transactions
in the Common Stock of the Issuer since filing the original Schedule 13D.       
Transactions by MJK in Common Stock of the Issuer since the filing of the       
Schedule 13D to which this filing is an amendment are as follows:               

Type         # of Shares       Trade Date            Price
----         -----------       ----------            -----

Sell            25,000         04/09/99              $9.50
Sell            58,015         04/13-14/99           $9.50

 The above-described transactions were all privately negotiated,
non-market transactions.                                                        

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                                    

     MJK Holdings, Inc. is a party to that certain Agreement and Plan of
Reorganization dated March 25, 1999 attached hereto as Exhibit B.               

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

  Exhibit A -- Agreement as to joint filing pursuant to Regulation
Section 240.13d-1(f)(1)(iii).                                                   

        Exhibit B -- Agreement and Plan of Reorganization dated March 25, 1999
by and among MJK Holdings, Inc., NM Holdings, Inc. and NM Merger Co.            

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                                  /s/ David B. Johnson
                                              --------------------------------
                              David B. Johnson

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                                  /s/ Betty L. Johnson
                                              --------------------------------
                              Betty L. Johnson

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 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                                 /s/ Eldon C. Miller
                                              --------------------------------
                             Eldon C. Miller

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                                 /s/ Stanley D. Rahm
                                              --------------------------------
                             Stanley D. Rahm

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                               /s/ Paul R. Kuehn
                                              --------------------------------
                           Paul R. Kuehn

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                               /s/ N. Lee Wesley
                                              --------------------------------
                           N. Lee Wesley

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 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                              MILLER, JOHNSON & KUEHN,
                  INCORPORATED

                              By:  /s/ Eldon C. Miller
                                              ----------------------------------
                                                 Eldon C. Miller, Chairman
                               and CEO

 SIGNATURE

         After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  April 23, 1999                                        
                        MJK HOLDINGS, INC.

                              By:  /s/ Eldon C. Miller
                                              ----------------------------------
                                                 Eldon C. Miller, Chairman
                               and CEO

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 EXHIBIT A

AGREEMENT AS TO JOINT FILING

      Pursuant to Regulation Section 240.13d-1(f)(1)(iii), the undersigned
acknowledge and agree that the attached Schedule 13D Amendment relating to NM   
Holdings, Inc. is being filed on behalf of each of the undersigned.             

              /s/ David B. Johnson
                                     -------------------------------------------
          David B. Johnson

              /s/ Betty L. Johnson
                                     -------------------------------------------
          Betty L. Johnson

             /s/ Eldon C. Miller
                                     -------------------------------------------
         Eldon C. Miller

             /s/ Stanley D. Rahm
                                     -------------------------------------------
         Stanley D. Rahm

           /s/ Paul R. Kuehn
                                     -------------------------------------------
       Paul R. Kuehn

           /s/ N. Lee Wesley
                                     -------------------------------------------
       N. Lee Wesley

                  MILLER, JOHNSON & KUEHN,
      INCORPORATED

                  By:  /s/ Eldon C. Miller
                                        ----------------------------------------
                                     Eldon C. Miller, Chairman
                   and CEO

            MJK HOLDINGS, INC.

                  By:  /s/ Eldon C. Miller
                                        ----------------------------------------
                                     Eldon C. Miller, Chairman
                   and CEO

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 EXHIBIT B

AGREEMENT AND PLAN OF REORGANIZATION

DATED AS OF MARCH 25, 1999

BY AND BETWEEN

 MJK HOLDINGS, INC.,
 NM HOLDINGS, INC.
 AND
 NM MERGER CO.

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]
                                                                                                                    
ARTICLE 1     ....................................................................................................1 

DEFINITIONS AND PRELIMINARY TRANSACTIONS..........................................................................1 

         1.1. Definitions.........................................................................................1 

ARTICLE 2     ....................................................................................................3 

MERGER        ....................................................................................................3 

         2.1. Effect of Merger....................................................................................3 
         2.2. Effect on MJK Capital Stock and Merger Sub Capital Stock............................................5 
         2.3. Rights of Holders of MJK Capital Stock..............................................................5 
         2.4. Procedure for Exchange of MJK Common Stock and Series I Convertible Preferred Stock.................6 
         2.5. Dissenting Shares...................................................................................7 

ARTICLE 3     ....................................................................................................7 

REPRESENTATIONS AND WARRANTIES OF MJK.............................................................................7 

         3.1. Organization and Qualification......................................................................7 
         3.2. Authority Relative to this Agreement; Non-Contravention.............................................8 
         3.3. Capitalization......................................................................................9 
         3.4. Financial Statements and NASD Reports...............................................................9 
         3.5. Subsidiaries........................................................................................9 
         3.6. Litigation.........................................................................................10 
         3.7. No Brokers or Finders..............................................................................10 
         3.8. Absence of Undisclosed Liabilities.................................................................10 
         3.9. No Material Adverse Changes........................................................................10 
         3.10. Leased Premises...................................................................................11 
         3.11. Tax Matters.......................................................................................11 
         3.12. Contracts and Commitments.........................................................................12 
         3.13. Intellectual Property Rights......................................................................13 
         3.14. Employees.........................................................................................13 
         3.15. Employee Benefit Plans............................................................................14 
         3.16. Insurance.........................................................................................14 
         3.17. Affiliate Transactions............................................................................15 
         3.18. Compliance with Laws; Permits.....................................................................15 
         3.19. Environmental Matters.............................................................................16 
         3.20. Year 2000 Compliance..............................................................................17 
         3.21. Absence of Certain Developments...................................................................17 
         3.22. Disclosure........................................................................................18 

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                                                        [Enlarge/Download Table]
                                                                                                                    
ARTICLE 4     ...................................................................................................18 

REPRESENTATIONS AND WARRANTIES OF NM.............................................................................18 

         4.1. Organization and Qualification.....................................................................18 
         4.2. Authority Relative to this Agreement; Non-Contravention............................................18 
         4.3. Capitalization.....................................................................................19 
         4.4. Exchange Act Reports...............................................................................19 
         4.5. Absence of Certain Developments....................................................................20 
         4.6. Absence of Undisclosed Liabilities.................................................................21 
         4.7. No Material Adverse Changes........................................................................21 
         4.8. Litigation.........................................................................................21 
         4.9. No Brokers or Finders..............................................................................22 
         4.10. Proxy Statement...................................................................................22 
         4.11. Validity of the Surviving Corporation Common Stock................................................22 
         4.12. Title to Properties...............................................................................22 
         4.13. Tax Matters.......................................................................................23 
         4.14. Contracts and Commitments.........................................................................23 
         4.15. Intellectual Property Rights......................................................................24 
         4.16. Employees.........................................................................................25 
         4.17. Employee Benefit Plans............................................................................25 
         4.18. Insurance.........................................................................................26 
         4.19. Affiliate Transactions............................................................................26 
         4.20. Compliance with Laws; Permits.....................................................................26 
         4.21. Environmental Matters.............................................................................27 
         4.22. Year 2000 Compliance..............................................................................28 
         4.23. Disclosure........................................................................................28 

ARTICLE 5     ...................................................................................................29 

CONDUCT OF BUSINESS PENDING THE MERGER...........................................................................29 

         5.1. Conduct of Business by NM..........................................................................29 
         5.2. Conduct of Business by MJK.........................................................................29 

ARTICLE 6     ...................................................................................................30 

ADDITIONAL COVENANTS AND AGREEMENTS..............................................................................30 

         6.1. Governmental Filings...............................................................................30 
         6.2. Expenses...........................................................................................30 
         6.3. Due Diligence; Access to Information; Confidentiality..............................................30 
         6.4. Proxy Statement....................................................................................32 
         6.5. Tax Treatment......................................................................................32 
         6.6. Press Releases.....................................................................................32 
         6.7. Securities Reports.................................................................................33 
         6.8. Stock Listing......................................................................................33 
         6.9. Shareholder Approvals..............................................................................33 
         6.10. No Solicitation...................................................................................33 
         6.11. Failure to Fulfill Conditions.....................................................................34 

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         6.12. Tax Opinion.......................................................................................34
         6.13. Resignations and Election of Directors............................................................34
         6.14. Registration Rights Agreement.....................................................................34
         6.15. Filing of Reports Necessary for use of Rule 145...................................................34
         6.16. Notification of Certain Matters...................................................................34

ARTICLE 7     ...................................................................................................35

CONDITIONS    ...................................................................................................35

         7.1. Conditions to Obligations of Each Party............................................................35
         7.2. Additional Conditions to Obligation of NM..........................................................36
         7.3. Additional Conditions to Obligation of MJK.........................................................37

ARTICLE 8     ...................................................................................................38

TERMINATION, AMENDMENT AND WAIVER................................................................................38

         8.1. Termination........................................................................................38
         8.2. Amendment..........................................................................................39
         8.3. Waiver.............................................................................................39

ARTICLE 9     ...................................................................................................39

GENERAL PROVISIONS...............................................................................................39

         9.1. Notices............................................................................................39
         9.2. Interpretation.....................................................................................40
         9.3. Severability.......................................................................................40
         9.4. Miscellaneous......................................................................................41
         9.5. Non-Survival of Representations, Warranties and Covenants..........................................41
         9.6. Schedules..........................................................................................41
         9.7. Counterparts.......................................................................................41
         9.8. Third Party Beneficiaries..........................................................................41

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AGREEMENT AND PLAN OF REORGANIZATION

   AGREEMENT AND PLAN OF REORGANIZATION dated March 25, 1999, by and
between MJK HOLDINGS, INC., a Minnesota corporation ("MJK"), NM HOLDINGS, INC., 
a Minnesota corporation ("NM"), and NM MERGER CO., a Minnesota corporation and a
wholly-owned subsidiary of NM ("Merger Sub").                                   

 WITNESSETH:

        WHEREAS, the Boards of Directors of MJK and NM have determined that it
is in the best interests of MJK and NM and their respective shareholders to     
consummate the merger (the "Merger") of Merger Sub, a newly-formed subsidiary of
NM, with and into MJK with MJK as the surviving corporation;                    

     WHEREAS, MJK and NM desire that the Merger be made on the terms and
subject to the conditions set forth in this Agreement and qualify as a          
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended; and                                                        

       WHEREAS, as a condition to the Merger, MJK requires that NM amend and
restate its Second Restated Articles of Incorporation, as amended, to change the
name of NM and to authorize additional shares of Common Stock.                  

         NOW, THEREFORE, in consideration of the representations, warranties and
covenants contained herein, the parties hereto agree as follows:                

ARTICLE 1 

DEFINITIONS AND PRELIMINARY TRANSACTIONS

1.1.     DEFINITIONS.                                                           

         As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):                                                    

 AFFILIATE: as defined in Regulation 12b-2 promulgated under the
Exchange Act, as such Regulation is in effect on the date hereof.               

         ARTICLES OF MERGER: the Articles of Merger in substantially the form of
Exhibit A hereto.                                                               

       CODE: the Internal Revenue Code of 1986, as amended, or any successor
legislation.                                                                    

EFFECTIVE DATE: as defined in Section 2.1(e).                 

EFFECTIVE TIME: as defined in Section 2.1(e).                 

EXCHANGE ACT: the Securities Exchange Act of 1934, as amended.

EXCHANGE RATIO: as defined in Section 2.2(a).                 

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GAAP: generally accepted accounting principles.               

IRS: the Internal Revenue Service.                            

       LIABILITIES: any and all debts, liabilities, accounts payable, Taxes,
claims and other obligations, absolute or contingent, mature or not mature,     
liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever    
arising (unless otherwise specified in this Agreement), including all costs and 
expenses relating thereto, and including, without limitation, those debts,      
liabilities and obligations arising under any law, rule, regulation, or any     
actual or threatened action, suit, proceeding or investigation by or before any 
court, any governmental or other regulatory or administrative agency or         
commission or any arbitration tribunal, any order or consent decrees of any     
governmental entity or any award of any arbitrator of any kind, and those       
arising under any contract, commitment or undertaking.                          

         MATERIAL ADVERSE EFFECT: with respect to an entity means any condition,
event, change or occurrence, individually or collectively, that has had or may  
reasonably be expected to have a material adverse effect on the business,       
operations, results of operations or financial condition of such entity on a    
consolidated basis.                                                             

MBCA: Minnesota Business Corporation Act, as amended.         

MERGER: as defined in the preambles of this Agreement.        

MJK SUBSIDIARY: as defined in Section 3.5.                    

        NEW ARTICLES: the third amended and restated articles of incorporation
of NM in substantially the form of Exhibit B hereto which will be effective on  
or before the Effective Date.                                                   

NM 10-K REPORTS: as defined in Section 4.4.                   

NM 10-Q REPORTS: as defined in Section 4.4.                   

 NM BOARD: the Board of Directors of NM immediately prior to the
Effective Date.                                                                 

     NM COMMON STOCK: the Common Stock, par value $.04 per share, of NM,
prior to the Effective Date.                                                    

PROXY STATEMENT: as defined in Section 6.4.                   

REGISTRATION RIGHTS AGREEMENT: means the agreement between the
Surviving Corporation and certain shareholders of MJK attached as Exhibit C     
hereto.                                                                         

REQUISITE MJK SHAREHOLDER VOTE: as defined in Section 3.2.    

REQUISITE NM SHAREHOLDER VOTE: as defined in Section 4.2.     

SEC: the Securities and Exchange Commission.                  

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       SERIES I CONVERTIBLE PREFERRED STOCK: Series I preferred stock of MJK
Holdings, Inc. par value $7.85 per share.                                       

SECURITIES ACT: the Securities Act of 1933, as amended.       

       SUBSIDIARY: with respect to any entity shall mean each corporation in
which such entity owns directly or indirectly fifty percent (50%) or more of the
voting securities of such corporation and shall, unless otherwise indicated, be 
deemed to refer to both direct and indirect subsidiaries of such entity.        

SURVIVING CORPORATION: as defined in Article 2.               

      SURVIVING CORPORATION COMMON STOCK: the common stock, par value $.01
per share, of the Surviving Corporation.                                        

  TAX OR TAXES: any federal, state, local or foreign income, gross
receipts, license, payroll, employment, excise, severance, stamp, occupation,   
premium, property or windfall profits taxes, environmental taxes, customs       
duties, capital stock, franchise, employees' income withholding, foreign or     
domestic withholding, social security, unemployment, disability, workers'       
compensation, employment-related insurance, real property, personal property,   
sales, use, transfer, value added, alternative or add-on minimum or other       
governmental tax, fee, assessment or charge of any kind whatsoever including any
interest, penalties or additions to any Tax or additional amounts in respect of 
the foregoing.                                                                  

ARTICLE 2 

MERGER

      Subject to the satisfaction or waiver of the conditions set forth in
Article 7, at the Effective Time, (i) Merger Sub will merge with and into MJK,  
(ii) MJK will become a wholly-owned subsidiary of NM, (iii) NM will file with   
the Minnesota Secretary of State the New Articles; and (iv) NM will change its  
name to a name acceptable to MJK. MJK, as a wholly-owned subsidiary of NM after 
giving effect to the Merger, shall be defined herein as the "Surviving          
Corporation." The Merger will be effected pursuant to the Articles of Merger and
pursuant to the provisions of, and with the effect provided in Section 302A.641 
of the MBCA.                                                                    

2.1. EFFECT OF MERGER.                                        

    (a) From and after the Effective Time and until further amended in
accordance with law, (i) the Articles of Incorporation of MJK as in effect      
immediately prior to the Effective Time shall be the Articles of Incorporation  
of the Surviving Corporation, and (ii) the Bylaws of MJK as in effect           
immediately prior to the Effective Time shall be the Bylaws of the Surviving    
Corporation. From and after the Effective Time, the directors and officers of   
the Surviving Corporation shall be the persons who were directors of MJK        
immediately prior to the Effective Time and the officers of MJK immediately     
prior to the Effective Time. These directors and officers of the Surviving      
Corporation shall hold office for the term specified in, and subject to the     
provisions contained in, the Articles of Incorporation and Bylaws of the        
Surviving Corporation and                                                       

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applicable law. If, at or after the Effective Time, a vacancy shall exist on the
Board of Directors or in any of the offices of the Surviving Corporation, such  
vacancy shall be filled in the manner provided in the Articles of Incorporation 
and Bylaws of the Surviving Corporation.                                        

      The initial Board of Directors of NM immediately after the Effective
Time will consist of seven (7) members of which six (6) directors will be       
designated by MJK's Board of Directors immediately prior to the Effective Time  
and one (1) will be designated by NM's Board of Directors immediately prior to  
the Effective Time. Immediately after the Effective Time, the Board of Directors
of NM will elect the officers of MJK immediately prior to the Effective Time as 
the officers of NM. The initial directors and officers of NM shall hold office  
for the term specified in, and subject to the provisions contained in, the New  
Articles and Bylaws of NM and applicable law. If, at or after the Effective     
Time, a vacancy shall exist on the Board of Directors or in any of the offices  
of NM, such vacancy shall be filled in the manner provided in the New Articles  
and Bylaws of NM.                                                               

      (b) At the Effective Time, the Surviving Corporation shall thereupon
and thereafter be responsible and liable for all the liabilities, debts, duties,
restrictions, disabilities and obligations of each of MJK and the Merger Sub,   
all without further action.                                                     

      (c) At the Effective Time, the Surviving Corporation shall thereupon
and thereafter possess all the rights, privileges, immunities and franchises, of
a public as well as of a private nature, of each of MJK and Merger Sub; all     
property, real, personal and mixed, and all debts due on whatever account, and  
all and every other interest, of or belonging to or due to each of MJK and      
Merger Sub, shall be taken and deemed to be transferred to and vested in the    
Surviving Corporation without further act or deed; and the title to any real    
estate or any interest therein, vested in MJK and Merger Sub shall not revert or
be in any way impaired by reason of the Merger.                                 

   (d) NM, Merger Sub and MJK, respectively, shall each use its best
efforts to take all such action as may be necessary or appropriate to effectuate
the Merger under the MBCA at the Effective Time. If, at any time after the      
Effective Time, any further action is necessary or desirable to carry out the   
purposes of this Agreement and to vest the Surviving Corporation with full      
right, title and possession to all properties, rights, privileges, immunities,  
powers and franchises of either MJK or Merger Sub, the officers of the Surviving
Corporation are fully authorized in the name of MJK and Merger Sub or otherwise 
to take, and shall take, all such lawful and necessary action.                  

       (e) Subject to the provisions of Articles 7 and 8 hereof, the closing
(the "Closing") of the transactions contemplated hereby shall take place at such
location, on such date (the "Closing Date") and at such time as MJK and NM      
mutually agree at the earliest practicable time after the satisfaction or waiver
of the conditions in Article 7, but in no event later than ten (10) business    
days after all such conditions have been satisfied or waived, or on such other  
date as may be mutually agreed by the parties hereto. On the Closing Date, to   
effect the Merger, the parties hereto will cause the Articles of Merger to be   
filed with the Minnesota Secretary of State in accordance with the MBCA. Also on
the Effective Date, the parties hereto will effect the other transactions       
contemplated hereby, including, if not previously filed, the filing of the New  
Articles with the Minnesota Secretary of State. The Merger, shall be effective  
when the Articles                                                               

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of Merger are filed with the Minnesota Secretary of State (the "Effective       
Time"). As used herein, the term "Effective Date" shall mean the date on which  
the Articles of Merger are filed with the Minnesota Secretary of State.         

2.2. EFFECT ON MJK CAPITAL STOCK AND MERGER SUB CAPITAL STOCK.

      To effectuate the Merger, and subject to the terms and conditions of
this Agreement, at the Effective Time:                                          

(a) each issued and outstanding share of MJK Common Stock and 
Convertible Preferred Stock immediately prior to the Effective Time (other than 
shares to be extinguished pursuant to Section 2.2(c) below and Dissenting Shares
as defined in Section 2.5 below) shall be converted into and exchangeable for   
3.76378 share(s) (the "Exchange Ratio") of NM Common Stock (after giving effect 
to the adoption of the New Articles on the Effective Date as provided in Section
2.1 (a) above) and NM shall issue to holders of MJK Common Stock and Series I   
Convertible Preferred Stock shares of NM Common Stock based on the Exchange     
Ratio in exchange for such outstanding shares of MJK Common Stock and Series I  
Convertible Preferred Stock;                                                    

         (b) the Stock Option Plan of NM and all outstanding options to purchase
shares of NM Common Stock issued pursuant to the NM Stock Option Plan shall be  
continued by NM;                                                                

       (c) each share of MJK Common Stock and Series I Convertible Preferred
Stock issued and outstanding immediately prior to the Effective Time and owned  
by MJK, Merger Sub or NM shall be cancelled and extinguished without any        
conversion thereof and no payment shall be made with respect thereto; and       

        (d) all issued and outstanding shares of common stock, $.01 par value,
of the Merger Sub held by NM immediately prior to the Effective Time shall be   
converted into one validly issued, fully paid and nonassessable share of the    
Surviving Corporation Common Stock.                                             

2.3. RIGHTS OF HOLDERS OF MJK CAPITAL STOCK.                  

         (a) On and after the Effective Date and until surrendered for exchange,
each outstanding stock certificate which immediately prior to the Effective Date
represented shares of MJK Common Stock and Series I Convertible Preferred Stock 
(except Dissenting Shares and shares extinguished pursuant to Section 2.2(a))   
shall be deemed for all purposes, to evidence ownership of and to represent the 
number of whole shares of NM Common Stock into which such shares of MJK Common  
Stock and Series I Convertible Preferred Stock shall have been converted        
pursuant to Section 2.2(a) above, and the record holder of such outstanding     
certificate shall, after the Effective Date, be entitled to vote the shares of  
NM Common Stock into which such shares of MJK Common Stock and Series I         
Convertible Preferred Stock shall have been converted on any matters on which   
the holders of record of the NM Common Stock, as of any date subsequent to the  
Effective Date, shall be entitled to vote. In any matters relating to such      
certificates of MJK Common Stock and Series I Convertible Preferred Stock, NM   
may rely conclusively upon the record of shareholders maintained by MJK         
containing the names and addresses of the holders of record of MJK Common Stock 
and Series I Convertible Preferred Stock on the Effective Date.                 

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    (b) On and after the Effective Date, NM shall reserve a sufficient
number of authorized but unissued shares of NM Common Stock for issuance in     
connection with the conversion of MJK Common Stock and Series I Convertible     
Preferred Stock into NM Common Stock.                                           

      (c) The Exchange Ratio set forth in Section 2.2(a) shall be adjusted
equitably to reflect fully the effect of any stock split, reverse split, stock  
dividend (including any dividend or distribution of securities convertible into 
MJK Common Stock or NM Common Stock), reorganization or other like change       
occurring after the date of this Agreement and prior to the Effective Time.     

2.4. PROCEDURE FOR EXCHANGE OF MJK COMMON STOCK AND SERIES I  
CONVERTIBLE PREFERRED STOCK.                                                    

   (a) After the Effective Date, holders of certificates theretofore
evidencing outstanding shares of MJK Common Stock and Series I Convertible      
Preferred Stock (except Dissenting Shares and shares extinguished pursuant to   
Section 2.2(c)), upon surrender of such certificates to the Secretary of NM,    
shall be entitled to receive certificates representing the number of whole      
shares of NM Common Stock into which shares of MJK Common Stock and Series I    
Convertible Preferred Stock theretofore represented by the certificates so      
surrendered shall have been converted as provided in Section 2.2(a) hereof. NM  
shall not be obligated to deliver the consideration to which any former holder  
of shares of MJK Common Stock and Series I Convertible Preferred Stock is       
entitled as a result of the Merger until such holder surrenders the certificate 
or certificates representing such shares. Upon surrender, each certificate      
evidencing MJK Common Stock and Series I Convertible Preferred Stock shall be   
canceled. If there is a transfer of MJK Common Stock ownership which is not     
registered in the transfer records of MJK, a certificate representing the proper
number of shares of NM Common Stock may be issued to a person other than the    
person in whose name the certificate so surrendered is registered if: (i) upon  
presentation to NM, such certificate shall be properly endorsed or otherwise be 
in proper form for transfer, (ii) the person requesting such payment shall pay  
any transfer or other taxes required by reason of the issuance of shares of NM  
Common Stock to a person other than the registered holder of such certificate or
establish to the reasonable satisfaction of NM that such tax has been paid or is
not applicable, and (iii) the issuance of such NM Common Stock shall not, in the
sole discretion of NM, violate the requirements of the Regulation D "safe       
harbor" of the Securities Act with respect to the private placement of NM Common
Stock that will result from the Merger.                                         

         (b) No fractional shares of NM Common Stock shall be issued in exchange
for shares of MJK Common Stock and Series I Convertible Preferred Stock. In lieu
thereof, NM shall pay to the owner thereof cash equal to the pro rata market    
price of a share of NM Common Stock based on the closing sales price of the NM  
Common Stock on the Effective Date as reported on the NASDAQ Small Cap Market as
published by THE WALL STREET JOURNAL.                                           

 (c) All shares of NM Common Stock issued upon the surrender for
exchange of MJK Common Stock and Series I Convertible Preferred Stock in        
accordance with the above terms and conditions shall be deemed to have been     
issued and paid in full satisfaction of all rights pertaining to such shares of 
MJK Common Stock and Series I Convertible Preferred Stock.                      

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   (d) In the event any certificate for MJK Common Stock or Series I
Convertible Preferred Stock shall have been lost, stolen or destroyed, NM shall 
issue and pay in exchange for such lost, stolen or destroyed certificate, upon  
the making of an affidavit of that fact by the holder thereof, such shares of   
the NM Common Stock and cash for fractional shares, if any, as may be required  
pursuant to this Agreement; provided, however, that NM, in its discretion and as
a condition precedent to the issuance and payment thereof, may require the owner
of such lost, stolen or destroyed certificate to deliver a bond in such sum as  
it may direct as indemnity against any claim that may be made against NM or any 
other party with respect to the certificate alleged to have been lost, stolen or
destroyed.                                                                      

2.5. DISSENTING SHARES.                                       

    (a) Notwithstanding anything in this Agreement to the contrary, if
Section 302A.471 of the MBCA shall be applicable to the Merger, shares of MJK   
Common Stock and Series I Convertible Preferred Stock that are issued and       
outstanding immediately prior to the Effective Time and which are held by       
shareholders who have not voted such shares in favor of the Merger, who shall   
have delivered, prior to any vote on the Merger, a written demand for the fair  
value of such shares in the manner provided in Section 302A.473 of the MBCA and 
who, as of the Effective Time, shall not have effectively withdrawn or lost such
right to dissenters' rights ("Dissenting Shares") shall not be converted into or
represent a right to receive shares of NM Common Stock pursuant to Section      
2.2(a) above, but the holders thereof shall be entitled only to such rights as  
are granted by Section 302A.473 of the MBCA. Each holder of Dissenting Shares   
who becomes entitled to payment for such shares pursuant to Sections 302A.471   
and 302A.473 of the MBCA shall receive payment therefor from the Surviving      
Corporation in accordance with the MBCA; provided, however, that if any such    
holder of Dissenting Shares shall have effectively withdrawn such holder's      
demand for appraisal of such shares or lost such holder's right to appraisal and
payment of such shares under Section 302A.473 of the MBCA, such holder or       
holders (as the case may be) shall forfeit the right to appraisal of such shares
and each such share shall thereupon be deemed to have been canceled,            
extinguished and converted, as of the Effective Time, into and represent the    
right to receive payment from NM of shares of NM Common Stock as provided in    
Section 2.2(a) above.                                                           

 (b) If the holder of any shares of MJK Common Stock or Series I
Convertible Preferred Stock shall become entitled to receive payment for such   
shares pursuant to Sections 302A.471 and 302A.473 of the MBCA and this Section  
2.5, such payment shall be made by the Surviving Corporation in accordance with 
this Section 2.5.                                                               

ARTICLE 3 

 REPRESENTATIONS AND WARRANTIES OF MJK

MJK hereby represents and warrants to NM as follows:                    

3.1. ORGANIZATION AND QUALIFICATION.                          

   MJK is a corporation duly organized, validly existing and in good
standing under the laws of the State of Minnesota, and has the requisite        
corporate power to carry on its business as now conducted. Each of the MJK      
Subsidiaries is a corporation duly organized, validly existing                  

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and in good standing under the laws of the state of its incorporation. The      
copies of the Articles and Bylaws of MJK which have been made available to NM   
prior to the date of this Agreement are correct and complete copies of such     
documents as in effect as of the date of this Agreement. As used in this        
Agreement, the term "Articles" with respect to any corporation shall mean those 
instruments that at that time constitute its articles of incorporation as filed 
or recorded under the general corporation or other applicable law of the        
jurisdiction of its incorporation or organization, including the articles or    
certificate of incorporation and any and all amendments thereto. Each of MJK and
the MJK Subsidiaries is licensed or qualified to do business in every           
jurisdiction in which the nature of its business or its ownership of property   
requires it to be licensed or qualified, except where the failure to be so      
licensed or qualified would not have a Material Adverse Effect on MJK or any MJK
Subsidiary. Miller, Johnson & Kuehn, Incorporated is duly licensed as a broker  
dealer under the Exchange Act and all applicable state securities laws, and is a
member in good standing of the National Association of Securities Dealers, Inc. 

3.2. AUTHORITY RELATIVE TO THIS AGREEMENT; NON-CONTRAVENTION. 

        MJK has the requisite corporate power and authority to enter into this
Agreement and the Articles of Merger and to carry out its obligations hereunder 
and thereunder. The execution and delivery of this Agreement and the Articles of
Merger by MJK and the consummation by MJK of the transactions contemplated      
hereby and thereby have been duly authorized by the Board of Directors of MJK   
and, except for approval of this Agreement and the Merger by the requisite vote 
of MJK's shareholders, no other corporate proceedings on the part of MJK are    
necessary to authorize the execution and delivery of this Agreement, the        
Articles of Merger and the consummation of the transactions contemplated hereby 
and thereby. This Agreement has been duly executed and delivered by MJK and,    
assuming it is a valid and binding obligation of NM, constitutes a valid and    
binding obligation of MJK enforceable in accordance with its terms except as    
enforcement may be limited by general principles of equity whether applied in a 
court of law or a court of equity and by bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally. The Articles of Merger, when
executed and delivered by MJK, will constitute the valid and binding obligation 
of MJK, enforceable in accordance with its terms. Except as set forth in        
Schedule 3.2, neither MJK nor any of the MJK Subsidiaries is subject to, or     
obligated under, any provision of (a) its Articles or Bylaws, (b) any agreement,
arrangement or understanding, (c) any license, franchise or permit or (d)       
subject to obtaining the approvals referred to in the next sentence, any law,   
regulation, order, judgment or decree, which would conflict with, be breached or
violated, or in respect of which a right of termination or acceleration or any  
security interest, charge or encumbrance on any of its assets would be created, 
by the execution, delivery or performance of this Agreement, the Articles of    
Merger, or the consummation of the transactions contemplated hereby or thereby, 
other than any such conflicts, breaches, violations, rights of termination or   
acceleration or security interests, charges or encumbrances which, in the       
aggregate, could not reasonably be expected to result in a Material Adverse     
Effect on MJK or any MJK Subsidiary. Except for (a) the approval of the Merger, 
the Articles of Merger and this Agreement by a requisite vote of the            
shareholders of MJK (the "Requisite MJK Shareholder Vote"), (b) approvals under 
applicable Blue Sky laws, (c) the filing of the Articles of Merger with the     
Minnesota Secretary of State in accordance with the MBCA, and (d) such filings, 
authorizations or approvals as may be set forth in Schedule 3.2, no             
authorization, consent or approval of, or filing with, any public body, court or
authority is                                                                    

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necessary on the part of MJK or any of the MJK Subsidiaries for the consummation
by MJK of the transactions contemplated by this Agreement, except for such      
authorizations, consents, approvals and filings as to which the failure to      
obtain or make the same will not, in the aggregate, have a Material Adverse     
Effect on MJK or any MJK Subsidiary or adversely affect the consummation of the 
transactions contemplated hereby.                                               

3.3. CAPITALIZATION.                                          

       The authorized, issued and outstanding shares of capital stock of MJK
as of the date hereof is correctly set forth on Schedule 3.3. The issued and    
outstanding shares of capital stock of MJK are duly authorized, validly issued, 
fully paid and nonassessable and have not been issued in violation of any       
preemptive rights. MJK has no other equity securities or securities containing  
any equity features authorized, issued or outstanding. Except as set forth in   
Schedule 3.3 hereto, there are no agreements or other rights or arrangements    
existing which provide for the sale or issuance of capital stock by MJK and     
there are no rights, subscriptions, warrants, options, conversion rights or     
agreements of any kind outstanding to purchase or otherwise acquire from MJK any
shares of capital stock or other securities of MJK of any kind. Except as set   
forth on Schedule 3.3, there are no agreements or other obligations (contingent 
or otherwise) which may require MJK to repurchase or otherwise acquire any      
shares of its capital stock.                                                    

3.4. FINANCIAL STATEMENTS AND NASD REPORTS.                   

     Prior to the execution of this Agreement, MJK has delivered or made
available to NM complete and accurate copies of MJK's audited financial         
statements for the year ended March 31, 1998, unaudited balance sheets and      
income statements at and for the quarterly periods ended June 30, September 30  
and December 31, 1998 (the "Financial Statements"), and Miller, Johnson & Kuehn,
Incorporated's Focus Reports for the year ended March 31, 1998 and the monthly  
periods from April 1, 1998 to the date of this Agreement as filed with the NASD.
As of their respective date, or as subsequently amended prior to the date       
hereof, such documents (i) did not contain any untrue statement of a material   
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they  
were made, not misleading and (ii) as to the Focus Reports, complied as to form 
in all material respects with the applicable rules and regulations of the SEC   
and the NASD. The Financial Statements are based upon the information contained 
in the books and records of MJK and fairly present the financial condition of   
MJK as of the dates thereof and results of operations for the periods referred  
to therein. The audited Financial Statements have been prepared in accordance   
with GAAP. The unaudited Financial Statements have been prepared in accordance  
with GAAP applicable to unaudited interim financial statements (and thus may not
contain all notes and may not contain prior period comparative data which are   
required to be prepared in accordance with GAAP) consistently with the audited  
Financial Statements and reflect all adjustments necessary to a fair statement  
of the results for the interim periods presented.                               

3.5. SUBSIDIARIES.                                            

Schedule 3.5 correctly sets forth the name and jurisdiction of
incorporation of each Subsidiary of MJK (each a "MJK Subsidiary" and            
collectively the "MJK Subsidiaries"). Except as disclosed on Schedule 3.5, all  
of the issued and outstanding shares of capital stock of each                   

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MJK Subsidiary are owned directly or indirectly by MJK free and clear of any    
options, lien, pledge, security interest, encumbrance or charge of any kind. All
of the outstanding shares of capital stock of each MJK Subsidiary have been duly
and validly authorized and issued, and are fully paid and nonassessable. Except 
as set forth in Schedule 3.5, MJK does not own any stock, partnership interest, 
joint venture interest or any other security or ownership interest issued by any
other corporation, organization or entity.                                      

3.6. LITIGATION.                                              

         As of the date hereof, there are no actions, suits, proceedings, orders
or investigations pending or, to the knowledge of MJK, threatened against MJK,  
at law or in equity, or before or by any federal, state or other governmental   
department, commission, board, bureau, agency or instrumentality, domestic or   
foreign which challenges or seeks to make illegal or to delay or otherwise      
directly or indirectly to restrain or prohibit the consummation of the          
transactions contemplated hereby or seeks to obtain material damages in         
connection with the transactions contemplated hereby. As used in this Agreement,
the phrase "to the knowledge of," or words of similar import, with respect to an
entity means to the knowledge of management officials of such entity having     
responsibility for the matter in question.                                      

3.7. NO BROKERS OR FINDERS.                                   

        Except as disclosed on Schedule 3.7, there are no claims for brokerage
commissions, finders' fees, investment advisory fees or similar compensation in 
connection with the transactions contemplated by this Agreement based on any    
arrangement, understanding, commitment or agreement made by or on behalf of MJK 
or any of the MJK Subsidiaries.                                                 

3.8. ABSENCE OF UNDISCLOSED LIABILITIES.                      

 Except as reflected in the unaudited balance sheet of MJK dated
December 31, 1998 (the "Latest Balance Sheet Date"), MJK has no liabilities     
(whether accrued, absolute, contingent, unliquidated or otherwise, whether due  
or to become due, whether known or unknown, and regardless of when asserted)    
arising out of transactions or events heretofore entered into, or any action or 
inaction, or any state of facts existing, with respect to or based upon         
transactions or events heretofore occurring, except (i) liabilities which have  
arisen after the Latest Balance Sheet Date in the ordinary course of business   
(none of which is a material uninsured liability for breach of contract, breach 
of warranty, tort, infringement, claim or lawsuit), or (ii) as otherwise set    
forth in Schedule 3.8 attached hereto.                                          

3.9. NO MATERIAL ADVERSE CHANGES.                             

         Since the Latest Balance Sheet Date, there has been no material adverse
change in the assets, financial condition, operating results, customer, employee
or supplier relations, or business condition of MJK.                            

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3.10. LEASED PREMISES.                                        

         (a) Neither MJK nor any MJK Subsidiary owns any real property. The real
property demised to MJK or any MJK Subsidiary by the leases (the "Leases")      
described in Schedule 3.10 hereto constitutes all of the real property used or  
occupied by MJK (the "Real Property").                                          

        (b) The Leases are in full force and effect, and MJK or the applicable
MJK Subsidiary holds a valid and existing leasehold interest under each of the  
Leases for the term set forth in Schedule 3.10 hereto. To MJK's knowledge,      
neither MJK nor any MJK Subsidiary is in default, and to MJK's knowledge no     
circumstances exist which, if unremedied, would, either with or without notice  
or the passage of time or both, result in such default under any of the Leases; 
nor, to the knowledge of MJK, is any other party to any of the Leases in        
default.                                                                        

      (c) Each of the tangible properties and tangible assets reflected on
the Latest Balance Sheet or acquired since the date thereof, free and clear of  
all liens and encumbrances, except for (i) liens for current taxes not yet due  
and payable, (ii) liens set forth in Schedule 3.10 hereto, (iii) the properties 
subject to the Leases, (iv) assets disposed of since the date of the Latest     
Balance Sheet in the ordinary course of business, (v) liens imposed by law and  
incurred in the ordinary course of business for obligations not yet due to      
carriers, warehousemen, laborers and materialmen and (vi) liens in respect of   
pledges or deposits under workers' compensation laws.                           

3.11. TAX MATTERS.                                            

        (a) To MJK's knowledge, MJK and each MJK Subsidiary have, individually
or on a consolidated basis: (i) timely filed (or has had timely filed on its    
behalf) all returns, declarations, reports, estimates, information returns, and 
statements ("Returns") required to be filed or sent by it in respect of any     
Taxes or required to be filed or sent by it by any taxing authority having      
jurisdiction; (ii) timely and properly paid (or has had paid on its behalf) all 
Taxes shown to be due and payable on such Returns; (iii) established on its     
Latest Balance Sheet, in accordance with GAAP, reserves that are adequate for   
the payment of any Taxes not yet due and payable; (iv) complied with all        
applicable laws, rules, and regulations relating to the withholding of Taxes and
the payment thereof (including, without limitation, withholding of Taxes under  
Sections 1441 and 1442 of the Internal Revenue Code of 1986, as amended (the    
"Code"), or similar provisions under any foreign laws), and timely and properly 
withheld from individual employee wages and paid over to the proper governmental
authorities all amounts required to be so withheld and paid over under all      
applicable laws.                                                                

         (b) To MJK's knowledge, there are no liens for Taxes upon any assets of
MJK or of any MJK Subsidiary, except liens for Taxes not yet due.               

         (c) No deficiency for any Taxes has been proposed, asserted or assessed
against MJK or any MJK Subsidiary that has not been resolved and paid in full or
is hereby contested in good faith. Except as disclosed in Schedule 3.11, no     
waiver, extension or comparable consent given by MJK or any MJK Subsidiary      
regarding the application of the statute of limitations with respect to any     
Taxes or Returns is outstanding, nor is any request for any such waiver or      
consent pending. Except as disclosed in Schedule 3.11, there has been no Tax    
audit or other administrative proceeding or court proceeding with regard to any 
Taxes or Returns, nor is any                                                    

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such Tax audit or other proceeding pending, nor has there been any notice to MJK
or any MJK Subsidiary by any Taxing authority regarding any such Tax, audit or  
other proceeding, or, to the knowledge of MJK, is any such Tax audit or other   
proceeding threatened with regard to any Taxes or Returns. MJK does not expect  
the assessment of any additional Taxes of MJK or any MJK Subsidiary for any     
period prior to the date hereof and is not aware of any unresolved questions,   
claims or disputes concerning the liability for Taxes of MJK or any MJK         
Subsidiary which would exceed the estimated reserves established on their       
respective books and records.                                                   

   (d) Except as set forth on Schedule 3.11, neither MJK nor any MJK
Subsidiary is a party to any agreement, contract or arrangement that would      
result, separately or in the aggregate, in the payment of any "excess parachute 
payments" within the meaning of Section 280G of the Code and the consummation of
the transactions contemplated by this Agreement will not be a factor causing    
payments to be made by MJK or any MJK Subsidiary that are not deductible (in    
whole or in part) under Section 280G of the Code.                               

   (e) Except as set forth on Schedule 3.11, neither MJK nor any MJK
Subsidiary has requested any extension of time within which to file any Return, 
which Return has not since been filed.                                          

3.12. CONTRACTS AND COMMITMENTS.                              

       (a) Schedule 3.12 hereto lists the following agreements, whether oral
or written, to which MJK or, where expressly referred to herein, an MJK         
Subsidiary is a party, which are currently in effect, and which relate to the   
operation of MJK's business or, where applicable, the business of the applicable
MJK Subsidiary: (i) collective bargaining agreement or contract with any labor  
union; (ii) bonus, pension, profit sharing, retirement or other form of deferred
compensation plan; (iii) hospitalization insurance or other welfare benefit plan
or practice, whether formal or informal; (iv) stock purchase or stock option    
plan; (v) contract for the employment of any officer, individual employee or    
other person on a full-time or consulting basis or relating to severance pay for
any such person; (vi) confidentiality agreement; (vii) contract, agreement or   
understanding relating to the voting of MJK Common Stock or the election of     
directors of MJK; (viii) agreement or indenture relating to the borrowing of    
money or to mortgaging, pledging or otherwise placing a lien on any of the      
assets of MJK or any MJK Subsidiary; (ix) guaranty of any obligation for        
borrowed money or otherwise; (x) lease or agreement under which MJK or any MJK  
Subsidiary is lessee of, or holds or operates any property, real or personal,   
owned by any other party, for which the annual rental exceeds $150,000; (xi)    
lease or agreement under which MJK or any MJK Subsidiary is lessor of, or       
permits any third party to hold or operate, any property, real or personal, for 
which the annual rental exceeds $100,000; (xii) contract which prohibits MJK or 
any MJK Subsidiary from freely engaging in business anywhere in the world;      
(xiii) license agreement or agreement providing for the payment or receipt of   
royalties or other compensation by MJK or any MJK Subsidiary in connection with 
the intellectual property rights listed in Schedule 3.13 hereto; (xiv) contract 
or commitment for capital expenditures in excess of $100,000; (xv) agreement for
the sale of any capital asset; (xvi) contract with any MJK Subsidiary or        
affiliate thereof which in any way relates to MJK (other than for employment on 
customary terms); or (xxii) other agreement which is either material to MJK's   
business or was not entered into in the ordinary course of business.            

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        (b) To MJK's knowledge, MJK and each MJK Subsidiary, where applicable,
have performed all obligations required to be performed by them in connection   
with the contracts or commitments required to be disclosed in Schedule 3.12     
hereto and are not in receipt of any claim of default under any contract or     
commitment required to be disclosed under such caption; MJK and each MJK        
Subsidiary, where applicable, have no present expectation or intention of not   
fully performing any material obligation pursuant to any contract or commitment 
required to be disclosed under such caption; and MJK has no knowledge of any    
breach or anticipated breach by any other party to any contract or commitment   
required to be disclosed under such caption.                                    

3.13. INTELLECTUAL PROPERTY RIGHTS.                           

Schedule 3.13 hereto describes all rights in patents, patent  
applications, trademarks, service marks, trade names, corporate names,          
copyrights, mask works, trade secrets, know-how or other intellectual property  
rights owned by, licensed to or otherwise controlled by MJK or used in,         
developed for use in or necessary to the conduct of MJK's business as now       
conducted or planned to be conducted. MJK owns and possesses all right, title   
and interest, or holds a valid license, in and to the rights set forth in such  
schedule. Schedule 3.13 describes all intellectual property rights which have   
been licensed to third parties and those intellectual property rights which are 
licensed from third parties. MJK has taken all necessary action to protect the  
intellectual property rights set forth in such schedule. MJK has not received   
any notice of, nor are there any facts known to MJK which indicate a likelihood 
of, any infringement or misappropriation by, or conflict from, any third party  
with respect to the intellectual property rights which are listed; no claim by  
any third party contesting the validity of any intellectual property rights     
listed in Schedule 3.13 hereto has been made, is currently outstanding or, to   
the best knowledge of MJK, is threatened; MJK has not received any notice of any
infringement, misappropriation or violation by MJK of any intellectual property 
rights of any third parties and MJK has not infringed, misappropriated or       
otherwise violated any such intellectual property rights.                       

3.14. EMPLOYEES.                                              

        (a) To the knowledge of MJK, neither any executive employee of MJK nor
any group of MJK's employees has any plans to terminate his, her or its         
employment; (b) to the knowledge of MJK, MJK has complied with all laws relating
to the employment of labor, including provisions thereof relating to wages,     
hours, equal opportunity, collective bargaining and the payment of social       
security and other taxes; (c) MJK has no material labor relations problem       
pending and its labor relations are satisfactory; (d) there are no workers'     
compensation claims pending against MJK nor is MJK aware of any facts that would
give rise to such a claim; (e) to the knowledge of MJK, no employee of MJK is   
subject to any secrecy or noncompetition agreement or any other agreement or    
restriction of any kind that would impede in any way the ability of such        
employee to carry out fully all activities of such employee in furtherance of   
the business of MJK; and (f) to the knowledge of MJK, no employee or former     
employee of MJK has any claim with respect to any intellectual property rights  
of MJK set forth in Schedule 3.13 hereto.                                       

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3.15. EMPLOYEE BENEFIT PLANS.                                 

      (a) Except as set forth in Schedule 3.15 hereto, with respect to all
employees and former employees of MJK and each MJK Subsidiary and all dependents
and beneficiaries of such employees and former employees, (i) MJK does not      
maintain or contribute to any nonqualified deferred compensation or retirement  
plans, contracts or arrangements; (ii) MJK does not maintain or contribute to   
any qualified defined contribution plans (as defined in Section 3(34) of the    
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or       
Section 414(i) of the Code; (iii) MJK does not maintain or contribute to any    
qualified defined benefit plans (as defined in Section 3(35) of ERISA or Section
414(j) of the Code); and (iv) MJK does not maintain or contribute to any        
employee welfare benefit plans (as defined in Section 3(1) of ERISA).           

        (b) To the extent required (either as a matter of law or to obtain the
intended tax treatment and tax benefits), all employee benefit plans (as defined
in Section 3(3) of ERISA) which MJK does maintain or to which it does contribute
(collectively, the "Plans") comply in all material respects with the            
requirements of ERISA and the Code. With respect to the Plans, (i) all required 
contributions which are due have been made and a proper accrual has been made   
for all contributions due in the current fiscal year; (ii) there are no actions,
suits or claims pending, other than routine uncontested claims for benefits; and
(iii) there have been no prohibited transactions (as defined in Section 406 of  
ERISA or Section 4975 of the Code).                                             

   (c) MJK does not contribute (and has not ever contributed) to any
multi-employer plan, as defined in Section 3(37) of ERISA. MJK has no actual or 
potential liabilities under Section 4201 of ERISA for any complete or partial   
withdrawal from a multi-employer plan. MJK has no actual or potential liability 
for death or medical benefits after separation from employment, other than (i)  
death benefits under the employee benefit plans or programs (whether or not     
subject to ERISA) set forth in Schedule 3.15 hereto and (ii) health care        
continuation benefits described in Section 4980B of the Code.                   

        (d) Neither MJK nor any of its directors, officers, employees or other
"fiduciaries", as such term is defined in Section 3(21) of ERISA, has committed 
any breach of fiduciary responsibility imposed by ERISA or any other applicable 
law with respect to the Plans which would subject MJK, NM, Merger Sub, the      
Surviving Corporation, or any of their respective directors, officers or        
employees to any liability under ERISA or any applicable law.                   

        (e) MJK has not incurred any liability for any tax or civil penalty or
any disqualification of any employee benefit plan (as defined in Section 3(3) of
ERISA) imposed by Sections 4980B and 4975 of the Code and Part 6 of Title I and 
Section 502(i) of ERISA.                                                        

3.16. INSURANCE.                                              

         Schedule 3.16 hereto, lists and briefly describes each insurance policy
maintained by MJK and each MJK Subsidiary with respect to MJK's and such MJK    
Subsidiary's properties, assets and operations and sets forth the date of       
expiration of each such insurance policy. All of such insurance policies are in 
full force and effect and are issued by insurers of recognized responsibility.  
To the knowledge of MJK, MJK and each MJK Subsidiary are not in default with    
respect to their respective obligations under any of such insurance policies.   

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3.17. AFFILIATE TRANSACTIONS.                                 

         Except as set forth in Schedule 3.17 hereto, and other than pursuant to
this Agreement, no officer, director or employee of MJK , any MJK Subsidiary or 
any member of the immediate family of any such officer, director or employee, or
any entity in which any of such persons owns any beneficial interest (other than
any publicly-held corporation whose stock is traded on a national securities    
exchange or in the over-the-counter market and less than five percent of the    
stock of which is beneficially owned by any of such persons) (collectively      
"insiders"), has any agreement with MJK or any MJK Subsidiary (other than normal
employment arrangements) or any interest in any property, real, personal or     
mixed, tangible or intangible, used in or pertaining to the business of MJK or  
any MJK Subsidiary (other than ownership of capital stock of MJK). None of the  
insiders has any direct or indirect interest in any competitor, supplier or     
customer of MJK or any MJK Subsidiary or in any person, firm or entity from whom
or to whom MJK or any MJK Subsidiary leases any property, or in any other       
person, firm or entity with whom MJK or any MJK Subsidiary transacts business of
any nature. For purposes of this Section 3.17, the members of the immediate     
family of an officer, director or employee shall consist of the spouse, parents,
children and siblings of such officer, director or employee.                    

3.18. COMPLIANCE WITH LAWS; PERMITS.                          

 (a) To the knowledge of MJK, MJK, each MJK Subsidiary and their
respective officers, directors, agents and employees have complied in all       
material respects with all applicable laws, regulations and other requirements, 
including, but not limited to, federal, state, local and foreign laws,          
ordinances, rules, regulations and other requirements pertaining to equal       
employment opportunity, employee retirement, affirmative action and other hiring
practices, occupational safety and health, workers' compensation, unemployment  
and building and zoning codes, which materially affect the business of MJK or   
each MJK Subsidiary and to which MJK or any MJK Subsidiary may be subject, and  
no claims have been filed against MJK or any MJK Subsidiary alleging a violation
of any such laws, regulations or other requirements. MJK is not relying on any  
exemption from or deferral of any such applicable law, regulation or other      
requirement that would not be available to NM after it acquires MJK's           
properties, assets and business.                                                

  (b) MJK has, in full force and effect, all licenses, permits and
certificates, from federal, state, local and foreign authorities (including,    
without limitation, federal and state agencies regulating occupational health   
and safety) necessary to conduct its business and operate its properties (other 
than Environmental Permits, as such term is defined in Section 3.19 hereof)     
(collectively, the "Permits"). A true, correct and complete list of all the     
Permits is set forth in Schedule 3.18 hereto. To the knowledge of MJK, MJK has  
conducted its business in compliance with all material terms and conditions of  
the Permits.                                                                    

(c) In particular, but without limiting the generality of the 
foregoing, MJK has not violated and has no liability, and has not received a    
notice or charge asserting any violation of or liability under, the federal     
Occupational Safety and Health Act of 1970 or any other federal or state acts   
(including rules and regulations thereunder) regulating or otherwise affecting  
employee health and safety.                                                     

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3.19. ENVIRONMENTAL MATTERS.                                  

      (a) As used in this Section 3.19, the following terms shall have the
following meanings:                                                             

                         (i) "Hazardous Materials" means any dangerous, toxic or
hazardous pollutant, contaminant, chemical, waste, material or
         substance as defined in or governed by any federal, state or local law,
 statute, code, ordinance, regulation, rule or other requirement
        relating to such substance or otherwise relating to the environment or
 human health or safety, including without limitation any waste,
    material, substance, pollutant or contaminant that might cause any
         injury to human health or safety or to the environment or might subject
         MJK or any MJK Subsidiary to any imposition of costs or liability under
any Environmental Law.                                        

                         (ii) "Environmental Laws" means all applicable federal,
       state, local and foreign laws, rules, regulations, codes, ordinances,
       orders, decrees, directives, permits, licenses and judgments relating
to pollution, contamination or protection of the environment  
      (including, without limitation, all applicable federal, state, local
  and foreign laws, rules, regulations, codes, ordinances, orders,
  decrees, directives, permits, licenses and judgments relating to
  Hazardous Materials in effect as of the date of this Agreement).

                   (iii) "Release" shall mean the spilling, leaking,
   disposing, discharging, emitting, depositing, ejecting, leaching,
       escaping or any other release or threatened release, however defined,
  whether intentional or unintentional, of any Hazardous Material.

    (b) To the knowledge of MJK, MJK, each MJK Subsidiary and the Real
Property are in material compliance with all applicable Environmental Laws.     

       (c) MJK and each MJK Subsidiary have obtained, and maintained in full
force and effect, all environmental permits, licenses, certificates of          
compliance, approvals and other authorizations necessary to conduct its business
(collectively, the "Environmental Permits"). MJK and each MJK Subsidiary have   
conducted their respective business in compliance with all terms and conditions 
of the Environmental Permits. To the knowledge of MJK, MJK and each MJK         
Subsidiary have filed all reports and notifications required to be filed under  
and pursuant to all applicable Environmental Laws.                              

      (d) Except as set forth in Schedule 3.19 hereto, neither MJK nor any
MJK Subsidiary has received notice alleging in any manner that MJK or such MJK  
Subsidiary is, or might be potentially responsible for any Release of Hazardous 
Materials, or any costs arising under or violation of Environmental Laws.       

        (e) No expenditure will be required in order for NM, Merger Sub or the
Surviving Corporation to comply with any Environmental Laws in effect at the    
time of the Closing in connection with the operation or continued operation of  
the business in order to operate or continue operation of the business of MJK,  
any MJK Subsidiary or the Real Property in a manner consistent with the current 
operation thereof by MJK and the MJK Subsidiaries.                              

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         (f) MJK and each MJK Subsidiary are not and have not been listed on the
United States Environmental Protection Agency National Priorities List of       
Hazardous Waste Sites, or any other list, schedule, law, inventory or record of 
hazardous or solid waste sites maintained by any federal, state or local agency.

        (g) No lien has been attached or filed against MJK, any MJK Subsidiary
or the Real Property in favor of any governmental or private entity for (i) any 
liability or imposition of costs under or violation of any applicable           
Environmental Law; or (ii) any Release of Hazardous Materials.                  

     (h) MJK, on behalf of itself and its successors and assigns, hereby
waives, releases and agrees not to bring any claim, demand, cause of action or  
proceeding, including without limitation any cost recovery action, against NM,  
Merger Sub or the Surviving Corporation under any Environmental Law.            

3.20. YEAR 2000 COMPLIANCE.                                   

         MJK has no reason to believe that all software and hardware used by MJK
or any MJK Subsidiary is not Year 2000 Compliant, including date century        
recognition, calculations which accommodate same century and multi-century      
formulas and date values that reflect the century. As used herein, "Year 2000   
Compliant" shall mean the ability of such software and hardware to (i)          
consistently handle date information before, during and after January 1, 2000,  
including but not limited to accepting date input, providing date output, and   
performing calculations on dates or portions of dates; (ii) function accurately 
in accordance with all documentation without interruption before, during and    
after January 1, 2000, without any change of operations associated with the     
advent of the new century; (iii) respond to two-digit date input in a way that  
resolves any ambiguity as to century in a disclosed, defined and predetermined  
manner; and (iv) store and provide output of date information in ways that are  
unambiguous as to century.                                                      

3.21. ABSENCE OF CERTAIN DEVELOPMENTS.                        

Since the Latest Balance Sheet Date, MJK has not:             

        (a) borrowed any amount or incurred or become subject to any liability
in excess of $100,000, except (i) current liabilities incurred in the ordinary  
course of business and (ii) liabilities under contracts entered into in the     
ordinary course of business;                                                    

       (b) mortgaged, pledged, or subjected to any lien, charge or any other
encumbrance, any of its assets with a fair market value in excess of $150,000,  
except (i) liens for current property taxes not yet due and payable, (ii) liens 
imposed by law and incurred in the ordinary course of business for obligations  
not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii)
liens in respect of pledges or deposits under workers' compensation laws, (iv)  
liens set forth in Schedule 3.21 attached hereto, or (v) liens voluntarily      
created in the ordinary course of business, all of which liens aggregate less   
than $100,000;                                                                  

        (c) declared or paid any dividends or other distributions with respect
to any shares of MJK's capital stock or redeemed or purchased, directly or      
indirectly, any shares of MJK's capital stock or any options;                   

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(d) issued, sold or transferred any of its equity securities, 
securities convertible into or exchangeable for its equity securities or        
warrants, options or other rights to acquire its equity securities, or any bonds
or debt securities, except as otherwise described in Schedule 3.21 hereto; or   

      (e) made any change in accounting principles or practices from those
utilized in the preparation of the Financial Statements.                        

3.22. DISCLOSURE.                                             

       The representations and warranties of MJK contained in this Agreement
are true and correct in all material respects, and such representations and     
warranties do not omit any material fact necessary to make the statements       
contained therein, in light of the circumstances under which they were made, not
misleading. There is no fact known to MJK which has not been disclosed to NM    
pursuant to this Agreement, the Schedules hereto, the MJK Focus Reports, all    
taken together as a whole, which has had or could reasonably be expected to have
a Material Adverse Effect on MJK or any MJK Subsidiary or materially adversely  
affect the ability of MJK to consummate in a timely manner the transactions     
contemplated hereby.                                                            

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF NM

NM hereby represents and warrants to MJK as follows:          

4.1. ORGANIZATION AND QUALIFICATION.                          

  NM is a corporation duly organized, validly existing and in good
standing under the laws of the State of Minnesota, and has the requisite        
corporate power to carry on its business as now conducted. NM has no            
Subsidiaries. The copies of the Articles and Bylaws of NM and Merger Sub which  
have been made available to MJK on or prior to the date of this Agreement are   
correct and complete copies of such documents as in effect as of the date of    
this Agreement. NM is licensed or qualified to do business in every jurisdiction
which the nature of its business or its ownership of property requires it to be 
licensed or qualified, except where the failure to be so licensed or qualified  
would not have a Material Adverse Effect on NM.                                 

4.2. AUTHORITY RELATIVE TO THIS AGREEMENT; NON-CONTRAVENTION. 

 Each of NM and Merger Sub has the requisite corporate power and
authority to enter into this Agreement, the Articles of Merger and the other    
agreements described herein to which it is or will be a party and to carry out  
its obligations hereunder and thereunder. The execution and delivery of this    
Agreement, the Articles of Merger by NM and Merger Sub and the other agreements 
described herein, and the consummation by NM and Merger Sub of the transactions 
contemplated hereby and thereby have been duly authorized by the Boards of      
Directors of NM and Merger Sub. Except for approval of this Agreement, the      
Merger and NM's New Articles by the requisite vote of NM's shareholders, no     
other corporate proceedings on the part of NM or Merger Sub are necessary to    
authorize the execution and delivery of this Agreement, the Articles            

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of Merger and the New Articles and the consummation of the transactions         
contemplated hereby and thereby. This Agreement has been duly executed and      
delivered by NM and Merger Sub and, assuming it is a valid and binding          
obligation of MJK, constitutes a valid and binding obligation of NM and Merger  
Sub enforceable in accordance with its terms except as enforcement may be       
limited by general principles of equity whether applied in a court of law or a  
court of equity and by bankruptcy, insolvency and similar laws affecting        
creditors' rights and remedies generally. The Articles of Merger, when executed 
and delivered by Merger Sub, will constitute the valid and binding obligation of
Merger Sub enforceable in accordance with its terms. Except as set forth in     
Schedule 4.2, NM is not subject to, nor obligated under, any provision of (a)   
its Articles or Bylaws, (b) any agreement, arrangement or understanding, (c) any
license, franchise or permit, nor (d) subject to obtaining the approvals        
referred to in the next sentence, any law, regulation, order, judgment or       
decree, which would conflict with, be breached or violated, or in respect of    
which a right of termination or acceleration or any security interest, charge or
encumbrance on any of its assets would be created, by the execution, delivery or
performance of this Agreement and the Articles of Merger, or the consummation of
the transactions contemplated hereby or thereby, other than any such conflicts, 
breaches, violations, rights of termination or acceleration or security         
interests, charges or encumbrances which, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect on NM. Except for (a) the filings,
notices, consents and approvals described in Section 3.2 hereof, (b) approval of
the Merger, this Agreement and NM's New Articles by the requisite vote of the   
shareholders of NM (the "Requisite NM Shareholder Vote"), (c) the filing of the 
Articles of Merger and the New Articles with the Minnesota Secretary of State,  
and (d) such filings, authorizations or approvals as may be set forth in        
Schedule 4.2, no authorization, consent or approval of, or filing with, any     
public body, court or authority is necessary on the part of NM for the          
consummation by NM or Merger Sub of the transactions contemplated by this       
Agreement, except for such authorizations, consents, approvals and filings as to
which the failure to obtain or make the same will not, in the aggregate, have a 
Material Adverse Effect on NM or Merger Sub.                                    

4.3. CAPITALIZATION.                                          

        The authorized, issued and outstanding shares of capital stock of each
of NM and Merger Sub as of the date hereof is correctly set forth on Schedule   
4.3. The issued and outstanding shares of capital stock of each of NM and Merger
Sub are duly authorized, validly issued, fully paid and nonassessable and have  
not been issued in violation of any preemptive rights. Except as disclosed on   
Schedule 4.3, there are no options, warrants, conversion privileges or other    
rights, agreements, arrangements or commitments obligating NM or Merger Sub to  
issue, sell, purchase or redeem any shares of its capital stock or securities or
obligations of any kind convertible into or exchangeable for any shares of its  
capital stock. Schedule 4.3 contains true and correct copies of all such        
agreements, arrangements (including all stock plans, but excluding individual   
stock option agreements) or commitments. The outstanding shares of NM Common    
Stock have been listed for trading on the NASDAQ-Small Cap market system.       

4.4. EXCHANGE ACT REPORTS.                                    

      Prior to the Closing Date, NM has delivered or made available to MJK
complete and accurate copies of (a) NM's Annual Reports on Form 10-K (as        
amended) for the years ended December 31, 1996 and 1997 (the "NM 10-K Reports") 
as filed with the SEC, (b) all NM proxy                                         

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statements and annual reports to shareholders used in connection with meetings  
of NM shareholders held since January 1, 1996 other than the Proxy Statement    
described in Section 4.10 below (the "NM Proxy Statements"); (c) NM's Quarterly 
Reports on Form 10-Q (as amended) for the quarters ended March 31, June 30, and 
September 30, 1998 (the "NM 10-Q Reports") as filed with the SEC; and (d) all   
current reports on Form 8-K filed with the SEC after September 30, 1998 (the "NM
8-K Reports"). As of their respective dates or as subsequently amended prior to 
the date hereof, such documents (i) did not contain any untrue statement of a   
material fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading and (ii) complied as to form in all        
material respects with the applicable rules and regulations of the SEC. Since   
January 1, 1995, NM has filed in a timely manner all reports that it was        
required to file with the SEC pursuant to Section 13(a), 14(a), 14(c) and 15(d) 
of the Exchange Act. The aforementioned NM financial statements (including      
footnotes thereto) contained in the NM 10-K Reports and the NM 10-Q Reports were
prepared in accordance with GAAP applied on a consistent basis during the       
periods involved (except as otherwise noted therein) are based upon the         
information contained in the books and records of NM and fairly present the     
financial condition of NM as of the dates thereof and results of operations for 
the periods referred to therein. NM's audited financial statements as set forth 
in the NM 10-K Reports and NM Proxy Statements have been prepared in accordance 
with GAAP. NM's unaudited financial statements as set forth in the NM 10-Q      
Reports and the NM Proxy Statements have been prepared in accordance with GAAP  
applicable to unaudited interim financial statements (and thus may not contain  
all notes and may not contain prior period comparative data which are required  
to be prepared in accordance with GAAP) consistently with NM's audited financial
statements as described above and reflect all adjustments necessary to a fair   
statement of the results for the interim periods presented.                     

4.5. ABSENCE OF CERTAIN DEVELOPMENTS.                         

   Except as disclosed in NM's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, in its Proxy Statement dated December 8, 1998,
in the NM 8-K Reports or on Schedules 4.5 or 4.8, unless otherwise expressly    
contemplated or permitted by this Agreement or as contemplated in the foregoing 
Proxy Statement described in Section 4.10 below, since September 30, 1998 to the
date hereof, NM has not:                                                        

      (a) issued or sold any of its equity securities other than NM Common
Stock, securities convertible into or exchangeable for its equity securities    
other than NM Common Stock, warrants, options or other rights to acquire its    
equity securities other than NM Common Stock;                                   

        (b) reclassified any of its outstanding shares of capital stock except
pursuant to this Agreement;                                                     

  (c) entered into a written agreement to do any of the foregoing;

         (d) sold or otherwise disposed of any assets other than in the ordinary
course of business;                                                             

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        (e) borrowed any amount or incurred or become subject to any liability
in excess of $100,000, except (i) current liabilities incurred in the ordinary  
course of business and (ii) liabilities under contracts entered into in the     
ordinary course of business;                                                    

       (f) mortgaged, pledged, or subjected to any lien, charge or any other
encumbrance, any of its assets with a fair market value in excess of $150,000,  
except (i) liens for current property taxes not yet due and payable, (ii) liens 
imposed by law and incurred in the ordinary course of business for obligations  
not yet due to carriers, warehousemen, laborers, materialmen and the like, (iii)
liens in respect of pledges or deposits under workers' compensation laws, (iv)  
liens set forth in Schedule 4.5 attached hereto, or (v) liens voluntarily       
created in the ordinary course of business, all of which liens aggregate less   
than $100,000;                                                                  

        (g) declared or paid any dividends or other distributions with respect
to any shares of NM's capital stock or redeemed or purchased, directly or       
indirectly, any shares of NM's capital stock or any options; or                 

      (h) made any change in accounting principles or practices from those
utilized in the preparation of the Financial Statements.                        

4.6. ABSENCE OF UNDISCLOSED LIABILITIES.                      

       Except as reflected in the audited balance sheet of NM dated December
31, 1998 (the "Latest Balance Sheet Date"), NM has no liabilities (whether      
accrued, absolute, contingent, unliquidated or otherwise, whether due or to     
become due, whether known or unknown, and regardless of when asserted) arising  
out of transactions or events heretofore entered into, or any action or         
inaction, or any state of facts existing, with respect to or based upon         
transactions or events heretofore occurring, except (i) liabilities which have  
arisen after the Latest Balance Sheet Date in the ordinary course of business   
(none of which is a material uninsured liability for breach of contract, breach 
of warranty, tort, infringement, claim or lawsuit), or (ii) as otherwise set    
forth in Schedule 4.6 attached hereto.                                          

4.7. NO MATERIAL ADVERSE CHANGES.                             

         Since the Latest Balance Sheet Date, there has been no material adverse
change in the assets, financial condition, operating results, customer, employee
or supplier relations, business condition or prospects of NM.                   

4.8. LITIGATION.                                              

       Except as set forth in Schedule 4.8, as of the date hereof, there are
no actions, suits, proceedings, orders or investigations pending or, to the     
knowledge of NM, threatened against NM, at law or in equity, or before or by any
federal, state or other governmental department, commission, board, bureau,     
agency or instrumentality, domestic or foreign which challenges or seeks to make
illegal or to delay or otherwise directly or indirectly to restrain or prohibit 
the consummation of the transactions contemplated hereby or seeks to obtain     
material damages in connection with the transactions contemplated hereby.       

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4.9. NO BROKERS OR FINDERS.                                   

        Except as disclosed on Schedule 4.9, there are no claims for brokerage
commissions, finders' fees, investment advisory fees or similar compensation in 
connection with the transactions contemplated by this Agreement based on any    
arrangement, understanding, commitment or agreement made by or on behalf of NM. 

4.10. PROXY STATEMENT.                                        

        At the time the Proxy Statement is mailed to the shareholders of NM in
order to obtain approvals referred to in Section 6.9 hereof and at all times    
subsequent to such mailing up to and including the times of such approvals, the 
Proxy Statement (including any amendments or supplements thereto), with respect 
to all information set forth therein relating to NM and its shareholders, this  
Agreement, the Articles of Merger, and all other transactions contemplated      
hereby, will (a) comply in all material respects with applicable provisions of  
the Securities Act and the Exchange Act, and (b) not contain any untrue         
statement of material fact or omit to state a material fact required to be      
stated therein or necessary to make the statements contained therein, in light  
of the circumstances under which they are made, not misleading, except that, in 
each case, no such representations shall apply to any written information,      
including financial statements, of or provided by MJK or any MJK Subsidiary for 
such Proxy Statement.                                                           

4.11. VALIDITY OF THE SURVIVING CORPORATION COMMON STOCK.     

     The shares of NM Common Stock to be issued to holders of MJK Common
Stock and Series I Convertible Preferred Stock pursuant to this Agreement will  
be, when issued, duly authorized, validly issued, fully paid and nonassessable. 

4.12. TITLE TO PROPERTIES.                                    

         (a) The real property demised by the leases (the "NM Leases") described
in Schedule 4.12 hereto constitutes all of the real property used or occupied by
NM (the "NM Real Property").                                                    

      (b) The NM Leases are in full force and effect, and NM holds a valid
and existing leasehold interest under each of the NM Leases for the term set    
forth in Schedule 4.12 hereto. NM is not in default, and no circumstances exist 
which, if unremedied, would, either with or without notice or the passage of    
time or both, result in such default under any of the NM Leases; nor, to the    
best knowledge of NM, is any other party to any of the NM Leases in default.    

        (c) The NM Real Property and tangible assets reflected on NM's audited
balance sheet dated as of December 31, 1998 (the "Latest Balance Sheet") or     
acquired since the date thereof, free and clear of all liens and encumbrances,  
except for (i) liens for current taxes not yet due and payable, (ii) liens set  
forth in Schedule 4.12 hereto, (iii) the properties subject to the NM Leases,   
(iv) assets disposed of since the date of the Latest Balance Sheet in the       
ordinary course of business, (v) liens imposed by law and incurred in the       
ordinary course of business for obligations not yet due to carriers,            
warehousemen, laborers and materialmen and (vi) liens in respect of pledges or  
deposits under workers' compensation laws.                                      

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4.13. TAX MATTERS.                                            

    (a) To NM's knowledge, it has: (i) timely filed (or has had timely
filed on its behalf) all returns, declarations, reports, estimates, information 
returns, and statements ("Returns") required to be filed or sent by it in       
respect of any Taxes or required to be filed or sent by it by any taxing        
authority having jurisdiction; (ii) timely and properly paid (or has had paid on
its behalf) all Taxes shown to be due and payable on such Returns; (iii)        
established on its Latest Balance Sheet, in accordance with GAAP, reserves that 
are adequate for the payment of any Taxes not yet due and payable; (iv) complied
with all applicable laws, rules, and regulations relating to the withholding of 
Taxes and the payment thereof (including, without limitation, withholding of    
Taxes under Sections 1441 and 1442 of the Internal Revenue Code of 1986, as     
amended (the "Code"), or similar provisions under any foreign laws), and timely 
and properly withheld from individual employee wages and paid over to the proper
governmental authorities all amounts required to be so withheld and paid over   
under all applicable laws.                                                      

        (b) To NM's knowledge, there are no liens for Taxes upon any assets of
NM, except liens for Taxes not yet due.                                         

         (c) No deficiency for any Taxes has been proposed, asserted or assessed
against NM that has not been resolved and paid in full. No waiver, extension or 
comparable consent given by NM regarding the application of the statute of      
limitations with respect to any Taxes or Returns is outstanding, nor is any     
request for any such waiver or consent pending. There has been no Tax audit or  
other administrative proceeding or court proceeding with regard to any Taxes or 
Returns, nor is any such Tax audit or other proceeding pending, nor has there   
been any notice to NM by any Taxing authority regarding any such Tax, audit or  
other proceeding, or, to the best knowledge of NM, is any such Tax audit or     
other proceeding threatened with regard to any Taxes or Returns. NM does not    
expect the assessment of any additional Taxes of NM and is not aware of any     
unresolved questions, claims or disputes concerning the liability for Taxes of  
NM which would exceed the estimated reserves established on its books and       
records.                                                                        

      (d) NM is not a party to any agreement, contract or arrangement that
would result, separately or in the aggregate, in the payment of any "excess     
parachute payments" within the meaning of Section 280G of the Code and the      
consummation of the transactions contemplated by this Agreement will not be a   
factor causing payments to be made by NM that are not deductible (in whole or in
part) under Section 280G of the Code.                                           

    (e) Except as set forth in Schedule 4.13, NM has not requested any
extension of time within which to file any Return, which Return has not since   
been filed.                                                                     

4.14. CONTRACTS AND COMMITMENTS.                              

       (a) Schedule 4.14 hereto lists the following agreements, whether oral
or written, to which NM is a party, which are currently in effect, and which    
relate to the operation of NM's business: (i) collective bargaining agreement or
contract with any labor union; (ii) bonus, pension, profit sharing, retirement  
or other form of deferred compensation plan; (iii) hospitalization insurance or 
other welfare benefit plan or practice, whether formal or informal; (iv) stock  
purchase or stock option plan; (v) contract for the employment of any officer,  
individual employee or other person                                             

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on a full-time or consulting basis or relating to severance pay for any such    
person; (vi) confidentiality agreement; (vii) contract, agreement or            
understanding relating to the voting of NM Common Stock or the election of      
directors of NM; (viii) agreement or indenture relating to the borrowing of     
money or to mortgaging, pledging or otherwise placing a lien on any of the      
assets of NM; (ix) guaranty of any obligation for borrowed money or otherwise;  
(x) lease or agreement under which NM is lessee of, or holds or operates any    
property, real or personal, owned by any other party, for which the annual      
rental exceeds $50,000; (xi) lease or agreement under which NM is lessor of, or 
permits any third party to hold or operate, any property, real or personal, for 
which the annual rental exceeds $50,000; (xii) contract which prohibits NM from 
freely engaging in business anywhere in the world; (xiii) license agreement or  
agreement providing for the payment or receipt of royalties or other            
compensation by NM in connection with the intellectual property rights listed in
Schedule 4.15 hereto; (xiv) contract or commitment for capital expenditures in  
excess of $50,000; (xv) agreement for the sale of any capital asset; (xvi)      
contract with any affiliate which in any way relates to NM (other than for      
employment on customary terms); or (xxii) other agreement which is either       
material to NM's business or was not entered into in the ordinary course of     
business.                                                                       

        (b) To NM's knowledge, NM has performed all obligations required to be
performed by it in connection with the contracts or commitments required to be  
disclosed in Schedule 4.14 hereto and is not in receipt of any claim of default 
under any contract or commitment required to be disclosed under such caption; NM
has no present expectation or intention of not fully performing any material    
obligation pursuant to any contract or commitment required to be disclosed under
such caption; and NM has no knowledge of any breach or anticipated breach by any
other party to any contract or commitment required to be disclosed under such   
caption.                                                                        

4.15. INTELLECTUAL PROPERTY RIGHTS.                           

Schedule 4.15 hereto describes all rights in patents, patent  
applications, trademarks, service marks, trade names, corporate names,          
copyrights mask works, trade secrets, know-how or other intellectual property   
rights owned by, licensed to or otherwise controlled by NM or used in, developed
for use in or necessary to the conduct of NM's business as now conducted or     
planned to be conducted. NM owns and possesses all right, title and interest, or
holds a valid license, in and to the rights set forth in such schedule. Schedule
4.15 describes all intellectual property rights which have been licensed to     
third parties and those intellectual property rights which are licensed from    
third parties. NM has taken all necessary action to protect the intellectual    
property rights set forth in such schedule. NM has not received any notice of,  
nor are there any facts known to NM which indicate a likelihood of, any         
infringement or misappropriation by, or conflict from, any third party with     
respect to the intellectual property rights which are listed; no claim by any   
third party contesting the validity of any intellectual property rights listed  
in Schedule 4.15 hereto has been made, is currently outstanding or, to the best 
knowledge of NM, is threatened; NM has not received any notice of any           
infringement, misappropriation or violation by NM of any intellectual property  
rights of any third parties and NM has not infringed, misappropriated or        
otherwise violated any such intellectual property rights.                       

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4.16. EMPLOYEES.                                              

 (a) Except as otherwise set forth on Schedule 4.16, to the best
knowledge of NM, neither any executive employee of NM nor any group of NM's     
employees has any plans to terminate his, her or its employment; (b) NM has     
complied with all laws relating to the employment of labor, including provisions
thereof relating to wages, hours, equal opportunity, collective bargaining and  
the payment of social security and other taxes; (c) NM has no material labor    
relations problem pending and its labor relations are satisfactory; (d) there   
are no workers' compensation claims pending against NM nor is NM aware of any   
facts that would give rise to such a claim; (e) to the best knowledge of NM, no 
employee of NM is subject to any secrecy or noncompetition agreement or any     
other agreement or restriction of any kind that would impede in any way the     
ability of such employee to carry out fully all activities of such employee in  
furtherance of the business of NM; and (f) no employee or former employee of NM 
has any claim with respect to any intellectual property rights of NM set forth  
in Schedule 4.15 hereto.                                                        

4.17. EMPLOYEE BENEFIT PLANS.                                 

      (a) Except as set forth in Schedule 4.17 hereto, with respect to all
employees and former employees of NM and all dependents and beneficiaries of    
such employees and former employees, (i) NM does not maintain or contribute to  
any nonqualified deferred compensation or retirement plans, contracts or        
arrangements; (ii) NM does not maintain or contribute to any qualified defined  
contribution plans (as defined in Section 3(34) of the Employee Retirement      
Income Security Act of 1974, as amended ("ERISA"), or Section 414(i) of the     
Code; (iii) NM does not maintain or contribute to any qualified defined benefit 
plans (as defined in Section 3(35) of ERISA or Section 414(j) of the Code); and 
(iv) NM does not maintain or contribute to any employee welfare benefit plans   
(as defined in Section 3(1) of ERISA).                                          

        (b) To the extent required (either as a matter of law or to obtain the
intended tax treatment and tax benefits), all employee benefit plans (as defined
in Section 3(3) of ERISA) which NM does maintain or to which it does contribute 
(collectively, the "Plans") comply in all material respects with the            
requirements of ERISA and the Code. With respect to the Plans, (i) all required 
contributions which are due have been made and a proper accrual has been made   
for all contributions due in the current fiscal year; (ii) there are no actions,
suits or claims pending, other than routine uncontested claims for benefits; and
(iii) there have been no prohibited transactions (as defined in Section 406 of  
ERISA or Section 4975 of the Code).                                             

  (c) NM does not contribute (and has not ever contributed) to any
multi-employer plan, as defined in Section 3(37) of ERISA. NM has no actual or  
potential liabilities under Section 4201 of ERISA for any complete or partial   
withdrawal from a multi-employer plan. NM has no actual or potential liability  
for death or medical benefits after separation from employment, other than (i)  
death benefits under the employee benefit plans or programs (whether or not     
subject to ERISA) set forth in Schedule 4.17 hereto and (ii) health care        
continuation benefits described in Section 4980B of the Code.                   

       (d) Neither NM nor any of its directors, officers, employees or other
"fiduciaries", as such term is defined in Section 3(21) of ERISA, has committed 
any breach of fiduciary responsibility imposed by ERISA or any other applicable 
law with respect to the Plans which                                             

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would subject NM, Merger Sub, the Surviving Corporation, or any of their        
respective directors, officers or employees to any liability under ERISA or any 
applicable law.                                                                 

       (e) NM has not incurred any liability for any tax or civil penalty or
any disqualification of any employee benefit plan (as defined in Section 3(3) of
ERISA) imposed by Sections 4980B and 4975 of the Code and Part 6 of Title I and 
Section 502(i) of ERISA.                                                        

4.18. INSURANCE.                                              

         Schedule 4.18 hereto, lists and briefly describes each insurance policy
maintained by NM with respect to NM's properties, assets and operations and sets
forth the date of expiration of each such insurance policy. All of such         
insurance policies are in full force and effect and are issued by insurers of   
recognized responsibility. NM is not in default with respect to its obligations 
under any of such insurance policies.                                           

4.19. AFFILIATE TRANSACTIONS.                                 

         Except as set forth in Schedule 4.19 hereto, and other than pursuant to
this Agreement, no officer, director or employee of NM or any member of the     
immediate family of any such officer, director or employee, or any entity in    
which any of such persons owns any beneficial interest (other than any          
publicly-held corporation whose stock is traded on a national securities        
exchange or in the over-the-counter market and less than one percent of the     
stock of which is beneficially owned by any of such persons) (collectively      
"insiders"), has any agreement with NM (other than normal employment            
arrangements) or any interest in any property, real, personal or mixed, tangible
or intangible, used in or pertaining to the business of NM (other than ownership
of capital stock of NM). None of the insiders has any direct or indirect        
interest in any competitor, supplier or customer of NM or in any person, firm or
entity from whom or to whom NM leases any property, or in any other person, firm
or entity with whom NM transacts business of any nature. For purposes of this   
Section 4.19, the members of the immediate family of an officer, director or    
employee shall consist of the spouse, parents and children of such officer,     
director or employee.                                                           

4.20. COMPLIANCE WITH LAWS; PERMITS.                          

   (a) To NM's knowledge, NM and its respective officers, directors,
agents and employees have complied in all material respects with all applicable 
laws, regulations and other requirements, including, but not limited to,        
federal, state, local and foreign laws, ordinances, rules, regulations and other
requirements pertaining to equal employment opportunity, employee retirement,   
affirmative action and other hiring practices, occupational safety and health,  
workers' compensation, unemployment and building and zoning codes, which        
materially affect the business of NM or the NM Real Property and to which NM may
be subject, and no claims have been filed against NM alleging a violation of any
such laws, regulations or other requirements. NM is not relying on any exemption
from or deferral of any such applicable law, regulation or other requirement    
that would not be available to MJK after it acquires NM's properties, assets and
business.                                                                       

 (b) NM has, in full force and effect, all licenses, permits and
certificates, from federal, state, local and foreign authorities (including,    
without limitation, federal and state agencies                                  

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regulating occupational health and safety) necessary to conduct its business and
own and operate its properties (other than Environmental Permits, as such term  
is defined in Section 4.21 hereof) (collectively, the "Permits"). A true,       
correct and complete list of all the Permits is set forth in Schedule 4.20      
hereto. NM has conducted its business in compliance with all material terms and 
conditions of the Permits.                                                      

(c) In particular, but without limiting the generality of the 
foregoing, NM has not violated and has no liability, and has not received a     
notice or charge asserting any violation of or liability under, the federal     
Occupational Safety and Health Act of 1970 or any other federal or state acts   
(including rules and regulations thereunder) regulating or otherwise affecting  
employee health and safety.                                                     

4.21. ENVIRONMENTAL MATTERS.                                  

      (a) As used in this Section 4.21, the following terms shall have the
following meanings:                                                             

                         (i) "Hazardous Materials" means any dangerous, toxic or
hazardous pollutant, contaminant, chemical, waste, material or
         substance as defined in or governed by any federal, state or local law,
 statute, code, ordinance, regulation, rule or other requirement
        relating to such substance or otherwise relating to the environment or
 human health or safety, including without limitation any waste,
    material, substance, pollutant or contaminant that might cause any
         injury to human health or safety or to the environment or might subject
         NM to any imposition of costs or liability under any Environmental Law.

                         (ii) "Environmental Laws" means all applicable federal,
       state, local and foreign laws, rules, regulations, codes, ordinances,
       orders, decrees, directives, permits, licenses and judgments relating
to pollution, contamination or protection of the environment  
      (including, without limitation, all applicable federal, state, local
  and foreign laws, rules, regulations, codes, ordinances, orders,
  decrees, directives, permits, licenses and judgments relating to
  Hazardous Materials in effect as of the date of this Agreement).

                   (iii) "Release" shall mean the spilling, leaking,
   disposing, discharging, emitting, depositing, ejecting, leaching,
       escaping or any other release or threatened release, however defined,
  whether intentional or unintentional, of any Hazardous Material.

         (b) To the knowledge of NM, NM and the NM Real Property are in material
compliance with all applicable Environmental Laws.                              

   (c) NM has obtained, and maintained in full force and effect, all
environmental permits, licenses, certificates of compliance, approvals and other
authorizations necessary to conduct its business and own or operate the NM Real 
Property (collectively, the "Environmental Permits"). NM has conducted its      
business in compliance with all terms and conditions of the Environmental       
Permits. To NM's knowledge, it has filed all reports and notifications required 
to be filed under and pursuant to all applicable Environmental Laws.            

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      (d) Except as set forth in Schedule 4.21 hereto, NM has not received
notice alleging in any manner that NM might be potentially responsible for any  
Release of Hazardous Materials, or any costs arising under or violation of      
Environmental Laws.                                                             

        (e) No expenditure will be required in order for NM, Merger Sub or the
Surviving Corporation to comply with any Environmental Laws in effect at the    
time of the Closing in connection with the operation or continued operation of  
the business of NM or the NM Real Property in a manner consistent with the      
current operation thereof by NM.                                                

         (f) NM and the NM Real Property are not and have not been listed on the
United States Environmental Protection Agency National Priorities List of       
Hazardous Waste Sites, or any other list, schedule, law, inventory or record of 
hazardous or solid waste sites maintained by any federal, state or local agency.

  (g) No lien has been attached or filed against NM or the NM Real
Property in favor of any governmental or private entity for (i) any liability or
imposition of costs under or violation of any applicable Environmental Law; or  
(ii) any Release of Hazardous Materials.                                        

    (h) NM, on behalf of itself and its successors and assigns, hereby
waives, releases and agrees not to bring any claim, demand, cause of action or  
proceeding, including without limitation any cost recovery action, against NM,  
Merger Sub or the Surviving Corporation under any Environmental Law.            

4.22. YEAR 2000 COMPLIANCE.                                   

       NM has no reason to believe that all software and hardware used by NM
is not Year 2000 Compliant, including date century recognition, calculations    
which accommodate same century and multi-century formulas and date values that  
reflect the century. As used herein, "Year 2000 Compliant" shall mean the       
ability of such software and hardware to (i) consistently handle date           
information before, during and after January 1, 2000, including but not limited 
to accepting date input, providing date output, and performing calculations on  
dates or portions of dates; (ii) function accurately in accordance with all     
documentation without interruption before, during and after January 1, 2000,    
without any change of operations associated with the advent of the new century; 
(iii) respond to two-digit date input in a way that resolves any ambiguity as to
century in a disclosed, defined and predetermined manner; and (iv) store and    
provide output of date information in ways that are unambiguous as to century.  

4.23. DISCLOSURE.                                             

      The representations and warranties of NM contained in this Agreement
are true and correct in all material respects, and such representations and     
warranties do not omit any material fact necessary to make the statements       
contained therein, in light of the circumstances under which they were made, not
misleading. There is no fact known to NM which has not been disclosed to MJK    
pursuant to this Agreement, the Schedules hereto and the NM 10-K Reports, the NM
10-Q Reports, the NM 8-K Reports and the Proxy Statement dated December 8, 1998,
all taken together as a whole, which has had or could reasonably be expected to 
have a Material Adverse Effect on NM or materially adversely affect the ability 
of NM or Merger Sub to consummate in a timely manner the transactions           
contemplated hereby.                                                            

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ARTICLE 5 

CONDUCT OF BUSINESS PENDING THE MERGER

5.1. CONDUCT OF BUSINESS BY NM.                               

         From the date of this Agreement to the Effective Date, unless MJK shall
otherwise agree in writing or as otherwise expressly contemplated or permitted  
by other provisions of this Agreement, including but not limited to, this       
Section 5.1, NM shall not, directly or indirectly, (a) amend or propose to amend
its Articles or Bylaws except for the New Articles, (b) issue, sell or grant any
of its equity securities convertible into or exchangeable for its equity        
securities, or grants, warrants, options or other rights to acquire its equity  
securities, (c) reclassify, subdivide or otherwise change outstanding shares of 
capital stock of NM whether by stock dividend, reverse stock split, distribution
of securities convertible into NM capital stock or otherwise, (d) acquire (by   
merger, exchange, consolidation, acquisition of stock or assets or otherwise)   
any corporation, partnership, joint venture or other business organization or   
division or assets thereof, (e) default in its obligations under any material   
debt, contract or commitment which default results in the acceleration of       
obligations due thereunder, (f) enter into or propose to enter into, or modify  
or propose to modify, any agreement, arrangement, or understanding with respect 
to any of the foregoing matters; or (g) conduct its business other than in the  
ordinary course on an arm's length basis and in accordance in all material      
respects with all applicable laws, rules and regulations and NM's past custom   
and practice.                                                                   

5.2. CONDUCT OF BUSINESS BY MJK.                              

        From the date of this Agreement to the Effective Date, unless NM shall
otherwise agree in writing or as otherwise expressly contemplated or permitted  
by other provisions of this Agreement, including but not limited to, this       
Section 5.2, MJK shall not, directly or indirectly, (a) amend its Articles or   
Bylaws, (b) split, combine or reclassify any outstanding shares of capital stock
of MJK, (c) declare, set aside, make or pay any dividend or distribution in     
cash, stock, property or otherwise with respect to the capital stock of MJK, (d)
default in its obligations under any material debt, contract or commitment which
default results in the acceleration of obligations due thereunder, except for   
such defaults arising out of this Agreement for which consents, waivers or      
modifications are required to be obtained as set forth on Schedule 3.2, (e)     
conduct its business other than in the ordinary course on an arms length basis  
and in accordance in all material respects with all applicable laws, rules and  
regulations and MJK's past custom and practice, (f) issue or sell any additional
shares of, or options, warrants, conversions, privileges or rights of any kind  
to acquire any shares of, any of its capital stock, except as otherwise set     
forth in Schedule 5.2 hereto, or (g) acquire (by merger, exchange,              
consolidation, acquisition of stock or assets or otherwise) any corporation,    
partnership, joint venture or other business organization or division or        
material assets thereof.                                                        

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ARTICLE 6 

 ADDITIONAL COVENANTS AND AGREEMENTS

6.1. GOVERNMENTAL FILINGS.                                    

        Each party will use all reasonable efforts and will cooperate with the
other party in the preparation and filing, as soon as practicable, of all       
filings, applications or other documents required under applicable laws,        
including, but not limited to, the Exchange Act, to consummate the transactions 
contemplated by this Agreement. Prior to submitting each filing, application,   
registration statement or other document with the applicable regulatory         
authority, each party will, to the extent practicable, provide the other party  
with an opportunity to review and comment on each such application, registration
statement or other document to the extent permitted by applicable law. Each     
party will use all reasonable efforts and will cooperate with the other party in
taking any other actions necessary to obtain such regulatory or other approvals 
and consents at the earliest practicable time, including participating in any   
required hearings or proceedings. Subject to the terms and conditions herein    
provided, each party will use all reasonable efforts to take, or cause to be    
taken, all actions and to do, or cause to be done, all things necessary, proper 
or advisable to consummate and make effective as promptly as practicable the    
transactions contemplated by this Agreement.                                    

6.2. EXPENSES.                                                

        Except as otherwise provided in this Agreement, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated    
hereby shall be paid by the party incurring such costs and expenses.            

6.3. DUE DILIGENCE; ACCESS TO INFORMATION; CONFIDENTIALITY.   

         (a) Between the date hereof and the date of filing the Definitive Proxy
Statement referred to in Paragraph 6.4 with the SEC, MJK and NM shall afford to 
the other party and their authorized representatives the opportunity to conduct 
and complete a due diligence investigation of the other party as described      
herein. In light of the foregoing, each party shall permit the other party full 
access on reasonable notice and at reasonable hours to its properties and shall 
disclose and make available (together with the right to copy) to the other party
and its officers, employees, attorneys, accountants and other representatives,  
all books, papers and records relating to the assets, stock, properties,        
operations, obligations and liabilities of such party and its subsidiaries,     
including, without limitation, all books of account (including, without         
limitation, the general ledger), tax records, minute books of directors' and    
shareholders' meetings, organizational documents, bylaws, contracts and         
agreements, filings with any regulatory authority, accountants' work papers,    
litigation files (including, without limitation, legal research memoranda),     
attorney's audit response letters, documents relating to assets and title       
thereto (including, without limitation, abstracts, title insurance policies,    
surveys, environmental reports, opinions of title and other information relating
to the real and personal property), plans affecting employees, securities       
transfer records and shareholder lists, and any books, papers and records       
relating to other assets or business activities in which such party may have a  
reasonable interest, and otherwise provide such assistance as is reasonably     
requested in order that each party may                                          

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have a full opportunity to make such investigation and evaluation as it shall   
reasonably desire to make of the business and affairs of the other party;       
provided, however, that the foregoing rights granted to each party shall,       
whether or not and regardless of the extent to which the same are exercised, in 
no way affect the nature or scope of the representations, warranties and        
covenants of the respective party set forth herein. In addition, each party and 
its officers and directors shall cooperate fully (including providing           
introductions, where necessary) with such other party to enable the party to    
contact third parties, including customers, prospective customers, specifying   
agencies or others as the party deems reasonably necessary to complete its due  
diligence; provided that such party agrees not to initiate such contacts without
the prior approval of the other party, which approval will not be unreasonably  
withheld.                                                                       

      (b) NM or MJK may, in their respective sole discretion, elect not to
proceed with the Merger based upon its due diligence investigation performed    
pursuant to Section 6.3(a) above, if the results of such due diligence          
investigation, in either party's reasonable judgment, (i) causes the other      
party's value to be materially less than it would have been in the absence of   
such information or (ii) reveals any event, condition or occurrence (not        
previously disclosed in this Agreement or the schedules attached hereto) that   
materially adversely affects the financial condition, assets, operating results,
business condition or prospects of the other party, by providing such other     
party with written notice thereof on or before the date of the definitive Proxy 
Statement referred to in Section 6.4.                                           

(c) Prior to Closing and if, for any reason, the transactions 
contemplated by this Agreement are not consummated, neither NM nor MJK nor any  
of their officers, employees, attorneys, accountants and other representatives, 
shall disclose to third parties or otherwise use any confidential information   
received from the other party in the course of investigating, negotiating, and  
performing the transactions contemplated by this Agreement; provided, however,  
that nothing shall be deemed to be confidential information which:              

                        (i) is known to the party receiving the information at
the time of disclosure;                                       

                      (ii) becomes publicly known or available without the
        disclosure thereof by the party receiving the information in violation
of this Agreement; or                                         

                         (iii) is rightfully received by the party receiving the
information from a third party.                               

This provision shall not prohibit the disclosure of information required to be  
made under federal or state securities laws. If any disclosure is so required,  
the party making such disclosure shall consult with the other party prior to    
making such disclosure, and the parties shall use all reasonable efforts, acting
in good faith, to agree upon a text for such disclosure which is satisfactory to
both parties.                                                                   

   (d) IF NM or MJK elects not to proceed with the Merger under this
Section, this Agreement shall terminate in accordance with the terms of Article 
8 below.                                                                        

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6.4. PROXY STATEMENT.                                         

        (a) For the purpose (i) of holding a meeting of the shareholders of NM
to approve the Merger and the New Articles, the parties hereto shall cooperate  
in the preparation of an appropriate Proxy Statement, which shall satisfy all   
applicable requirements of the Exchange Act and the rules and regulations       
thereunder (such proxy statement, together with any and all amendments or       
supplements thereto, being herein referred to as the "Proxy Statement").        

   (b) MJK shall furnish such information concerning MJK and the MJK
Subsidiaries as is necessary in order to cause the Proxy Statement, insofar as  
it relates to MJK, the MJK Subsidiaries and MJK securities, to be prepared in   
accordance with Section 6.4(a). MJK agrees promptly to advise NM if at any time 
prior to the NM shareholders' meeting any information provided by MJK in the    
Proxy Statement becomes incorrect or incomplete in any material respect, and to 
provide NM the information needed to correct such inaccuracy or omission.       

        (c) NM shall use all reasonable efforts to promptly prepare and submit
the Proxy Statement with the SEC and the NASD. NM shall use reasonable efforts  
to file the definitive Proxy Statement at the earliest practicable date. NM     
agrees to provide MJK and its counsel with reasonable opportunity to review and 
comment on the Proxy Statement and any amendment thereto before filing with the 
SEC or any other governmental entity and agrees not to make such filing if MJK  
and its counsel reasonably object to the completeness or accuracy of any        
information contained therein. MJK authorizes NM to utilize in the Proxy        
Statement the information concerning MJK, the MJK Subsidiaries and MJK          
securities provided to NM for the purpose of inclusion in the Proxy Statement.  
NM shall advise MJK promptly when the definitive Proxy Statement has been filed 
and shall furnish MJK with copies of all such documents.                        

         (d) NM shall bear all printing and mailing costs in connection with the
preparation and mailing of the Proxy Statement to NM shareholders. MJK and NM   
shall each bear their own legal and accounting expenses in connection with the  
Proxy Statement.                                                                

6.5. TAX TREATMENT.                                           

         Neither NM nor MJK, nor Surviving Corporation after the Effective Date,
shall knowingly take any action which would disqualify the Merger as a          
"reorganization" that would be tax free to the shareholders of NM and MJK       
pursuant to Section 368(a) of the Code.                                         

6.6. PRESS RELEASES.                                          

        MJK and NM shall agree with each other as to the form and substance of
any press release or public announcement related to this Agreement or the       
transactions contemplated hereby, provided, however, that nothing contained     
herein shall prohibit either party, following notification to the other party,  
from making any disclosure which is required by law or regulation. If any such  
press release or public announcement is so required, the party making such      
disclosure shall consult with the other party prior to making such disclosure,  
and the parties shall use all reasonable efforts, acting in good faith, to agree
upon a text for such disclosure which is satisfactory to both parties.          

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6.7. SECURITIES REPORTS.                                      

       NM agrees to provide to MJK copies of all reports and other documents
filed under the Securities Act or Exchange Act with the SEC by it between the   
date hereof and the Effective Date within two (2) days after the date such      
reports or other documents are filed with the SEC.                              

6.8. STOCK LISTING.                                           

         NM and MJK shall use all reasonable efforts to list on the NASDAQ Small
Cap Market System the shares of NM Common Stock to be issued in connection with 
the Merger, and to change its current trading symbol for NM Common Stock.       

6.9. SHAREHOLDER APPROVALS.                                   

     Each of MJK and NM shall call a meeting of its shareholders for the
purpose of voting upon this Agreement and the Merger, and, in the case of NM,   
the New Articles, and shall hold such meeting on such dates as mutually agreed  
by NM and MJK. The Board of Directors of NM and MJK shall recommend approval of 
this Agreement, the Merger and, in the case of NM, the New Articles, and use all
reasonable efforts (including, without limitation, soliciting proxies for such  
approvals) to obtain approvals thereof from its shareholders, provided, however,
the Board of Directors may fail to make such recommendation, and/or to seek to  
obtain the shareholder approval referred to in this sentence, or withdraw,      
modify or change any such recommendation, if such Board of Directors determines,
in good faith, after consultation with counsel, that the making of such         
recommendation, the seeking to obtain such shareholder approval, or the failure 
to so withdraw, modify or change its recommendation, may constitute a breach of 
the fiduciary or legal obligations of such Board of Directors.                  

6.10. NO SOLICITATION.                                        

         (a) Unless and until this Agreement shall have been terminated pursuant
to Section 8.1, neither NM nor its officers, directors or agents shall, directly
or indirectly, encourage, solicit or initiate discussions or negotiations with, 
or engage in negotiations or discussions with, or provide non-public information
to, any corporation, partnership, person or other entity or groups concerning   
any merger, sale of capital stock, sale of substantial assets or other business 
combination; provided that NM may engage in such discussion in response to an   
unsolicited proposal from an unrelated party if the Board of Directors of NM    
determines, in good faith, after consultation with counsel, that the failure to 
engage in such discussions may constitute a breach of the fiduciary or legal    
obligations of the Board of Directors of NM. NM will promptly advise MJK if it  
receives a proposal or inquiry with respect to the matters described above.     

         (b) Unless and until this Agreement shall have been terminated pursuant
to Section 8.1, neither MJK nor its officers, directors or agents shall,        
directly or indirectly, encourage, solicit or initiate discussions or           
negotiations with, or engage in negotiations or discussions with, or provide    
non-public information to, any corporation, partnership, person or other entity 
or groups concerning any merger, sale of capital stock, sale of substantial     
assets or other business combination, except for any such transaction pursuant  
to which (i) MJK is the surviving corporation in such transaction, and (ii) the 
shareholders of MJK immediately preceding such transaction will own at least    
fifty-one percent (51%) of the outstanding shares of MJK after                  

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giving effect to such transaction; provided that MJK may engage in such         
discussion in response to an unsolicited proposal from an unrelated party if the
Board of Directors of MJK determines, in good faith, after consultation with    
counsel, that the failure to engage in such discussions may constitute a breach 
of the fiduciary or legal obligations of the Board of Directors of MJK. MJK will
promptly advise NM if it receives a proposal or inquiry with respect to the     
matters described above.                                                        

6.11. FAILURE TO FULFILL CONDITIONS.                          

  In the event that either of the parties hereto determines that a
condition to its respective obligations to consummate the transactions          
contemplated hereby cannot be fulfilled on or prior to the termination of this  
Agreement, it will promptly notify the other party.                             

6.12. TAX OPINION.                                            

      MJK and NM shall reasonably cooperate with each other in obtaining a
federal tax opinion as contemplated by Section 7.1(c).                          

6.13. RESIGNATIONS AND ELECTION OF DIRECTORS.                 

       At the Effective Time, NM shall deliver the voluntary resignations of
each officer of NM and each director of NM who is not designated to be a        
director of NM in accordance with Section 2.1(a) and the continuing NM directors
shall appoint the other persons who shall be directors of NM in accordance with 
Section 2.1(a) to be directors of NM upon the consummation of the Merger.       

6.14. REGISTRATION RIGHTS AGREEMENT.                          

      At the Effective Date, NM shall execute and deliver the Registration
Rights Agreement.                                                               

6.15. FILING OF REPORTS NECESSARY FOR USE OF RULE 145.        

       After the Effective Date, NM shall use reasonable efforts to file all
reports and data with the SEC necessary to permit the shareholders of MJK and NM
who may be deemed "underwriters" (within the meaning of Rule 145 under the      
Securities Act) of MJK Common Stock and Series I Convertible Preferred Stock to 
sell NM Common Stock received by them in connection with the Merger pursuant to 
Rules 144 and 145(d) under the Securities Act if they would otherwise be so     
entitled. After the Effective Date, NM will use reasonable efforts to file with 
the SEC reports, statements, and other materials required by the federal        
securities laws on a timely basis.                                              

6.16. NOTIFICATION OF CERTAIN MATTERS.                        

        On or prior to the Effective Date, each party shall give prompt notice
to the other party of (i) the occurrence or failure to occur of any event or the
discovery of any information, which occurrence, failure or discovery would be   
likely to cause any representation or warranty on its part contained in this    
Agreement to be untrue, inaccurate or incomplete after the date hereof in any   
material respect or, in the case of any representation or warranty given as of a
specific date,                                                                  

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would be likely to cause any such representation or warranty on its part        
contained in this Agreement to be untrue, inaccurate or incomplete in any       
material respect as of such specific date, and (ii) any material failure of such
party to comply with or satisfy any covenant or agreement to be complied with or
satisfied by it hereunder                                                       

ARTICLE 7 

CONDITIONS

7.1. CONDITIONS TO OBLIGATIONS OF EACH PARTY.                 

     The respective obligations of each party to effect the transactions
contemplated hereby shall be subject to the fulfillment or waiver at or prior to
the Effective Date of the following conditions:                                 

       (a) NO INJUNCTION. No injunction or other order entered by a state or
federal court of competent jurisdiction shall have been issued and remain in    
effect which would prohibit or make illegal the consummation of the transactions
contemplated hereby.                                                            

 (b) NO PROHIBITIVE CHANGE OF LAW. There shall have been no law,
statute, rule or regulation, domestic or foreign, enacted or promulgated which  
would prohibit or make illegal the consummation of the transactions contemplated
hereby.                                                                         

(c) FEDERAL TAX OPINION. MJK shall have received a tax opinion
addressed to MJK by counsel or independent certified accountants acceptable to  
MJK based on customary reliance and subject to customary qualifications, to the 
effect that for federal income tax purposes:                                    

                   (i) The formation of Merger Sub and the merger of
Merger Sub into MJK will be disregarded for federal income tax
       purposes, and the transaction will be treated as an acquisition by NM
        of the stock of MJK in exchange solely for the shares of the Surviving
Corporation Common Stock.                                     

                        (ii) The Merger will qualify as a reorganization under
    Section 368(a) of the Code. NM and MJK will each be a party to the
  reorganization within the meaning of Section 368(b) of the Code.

             (iii) No gain or loss will be recognized by
   shareholders of MJK upon the receipt of the Surviving Corporation
Common Stock pursuant to Section 356(a)(1)(B) of the Code.    

      (d) LISTING. The NM Common Stock to be issued in connection with the
merger shall have been approved for listing on the NASDAQ Small Cap Market      
System.                                                                         

     (e) CONSENTS AND APPROVALS. All consents and approvals necessary to
consummate the transactions contemplated by this Agreement shall have been      
obtained, including, but not limited to, those set forth on Schedules 3.2 and   
4.2 as well as any and all approvals required from the NASD in order that the   
transactions contemplated herein not constitute a breach or violation of,       

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or result in a right of termination or acceleration of, or creation of any      
encumbrance on any of MJK's assets pursuant to the provisions of, any agreement 
arrangement or undertaking of or affecting MJK or any MJK Subsidiary or any     
license, franchise or permit of or affecting MJK or any MJK Subsidiary.         

       (f) ADVERSE PROCEEDINGS. There shall not be threatened, instituted or
pending any action or proceeding before any court or governmental authority or  
agency, domestic or foreign, (i) challenging or seeking to make illegal, or to  
delay or otherwise directly or indirectly to restrain or prohibit, the          
consummation of the transactions contemplated hereby or seeking to obtain       
material damages in connection with the transactions contemplated hereby, (ii)  
seeking to prohibit direct or indirect ownership or operation by NM or Merger   
Sub of all or a material portion of the business and assets of MJK or any MJK   
Subsidiary, or to NM or Merger Sub or to MJK to dispose of or to hold separately
all or a material portion of the business or assets of NM, Merger Sub, MJK or   
MJK Subsidiaries, as a result of the transactions contemplated hereby, (iii)    
seeking to invalidate or render unenforceable any material provision of this    
Agreement, the Articles of Merger or any of the other agreements attached as    
exhibits hereto, or (iv) otherwise relating to and materially adversely         
affecting the transactions contemplated hereby.                                 

      (g) GOVERNMENTAL ACTION. There shall not be any action taken, or any
statute, rule, regulation, judgment, order or injunction proposed, enacted,     
entered, enforced, promulgated, issued or deemed applicable to the transactions 
contemplated hereby by any federal, state or other court, government or         
governmental authority or agency, which could reasonably be expected to result, 
directly or indirectly, in any of the consequences referred to in Section       
7.1(f).                                                                         

         (h) REGISTRATION RIGHTS AGREEMENT. NM and the MJK shareholders that are
parties hereto shall have executed and delivered the Registration Rights        
Agreement.                                                                      

         (i) INVESTMENT LETTER. Each of the MJK shareholders shall have executed
and delivered to NM the Investment Letter (in the form attached hereto as       
Exhibit D).                                                                     

 (j) MARKET CONDITION. There shall not have occurred any general
suspension of trading on the New York Stock Exchange or NASDAQ NMS or NASDAQ    
Small Cap Market System, or any suspension of trading in NM Common Stock, or any
general bank moratorium or closing or any war, national emergency or other event
affecting the economy or securities trading markets generally that would make   
completion of the Merger impossible.                                            

7.2. ADDITIONAL CONDITIONS TO OBLIGATION OF NM.               

         The obligation of NM to consummate the transactions contemplated hereby
in accordance with the terms of this Agreement is also subject to the           
fulfillment or waiver of the following conditions:                              

        (a) REPRESENTATIONS AND COMPLIANCE. The representations and warranties
of MJK set forth in Article 3 shall have been true and correct as of the date   
hereof, and, except to the extent such representations and warranties are made  
as of a specified date, shall be true and correct as of the Effective Date as if
made at and as of the Effective Date, except where the failure to be true and   
correct would not have, or would not reasonably be expected to have, a Material 
Adverse Effect on MJK. MJK shall in all material respects have performed each   
obligation and                                                                  

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agreement and complied with each covenant to be performed and complied with by  
it hereunder at or prior to the Effective Date.                                 

         (b) OFFICERS' CERTIFICATE. MJK shall have furnished to NM a certificate
of the Chief Executive Officer and the Chief Financial Officer of MJK, dated as 
of the Effective Date, in which such officers shall certify that, to their best 
knowledge, the conditions set forth in Section 7.2(a) have been fulfilled.      

        (c) SECRETARY'S CERTIFICATE. MJK shall have furnished to NM (i) copies
of the text of the resolutions by which the corporate action on the part of MJK 
necessary to approve this Agreement, the Articles of Merger and the transactions
contemplated hereby and thereby were taken, (ii) a certificate dated as of the  
Effective Date executed on behalf of MJK by its corporate secretary or one of   
its assistant corporate secretaries certifying to NM that such copies are true, 
correct and complete copies of such resolutions and that such resolutions were  
duly adopted and have not been amended or rescinded, (iii) an incumbency        
certificate dated as of the Effective Date executed on behalf of MJK by its     
corporate secretary or one of its assistant corporate secretaries certifying the
signature and office of each officer of MJK executing this Agreement, the       
Articles of Merger or any other agreement, certificate or other instrument      
executed pursuant hereto by MJK, and (iv) a copy of the Articles of MJK,        
certified by the Secretary of State of Minnesota, and certificates of good      
standing from the Secretary of State of Minnesota evidencing the good standing  
of MJK in such jurisdiction.                                                    

   (d) SHAREHOLDER APPROVAL. This Agreement, the Merger, and the New
Articles shall have been approved by the Requisite NM Shareholder Vote.         

       (e) FAIRNESS OPINION. Within five (5) days prior to mailing the Proxy
Statement to the shareholders of NM, NM shall have received a written opinion in
a form reasonably acceptable to NM from an investment banking firm reasonably   
acceptable to NM to the effect that the Merger is fair from a financial point of
view to the holders of NM Common Stock prior to the Effective Date.             

7.3. ADDITIONAL CONDITIONS TO OBLIGATION OF MJK.              

   The obligation of MJK to consummate the transactions contemplated
hereby in accordance with the terms of this Agreement is also subject to the    
fulfillment or waiver of the following conditions:                              

        (a) REPRESENTATIONS AND COMPLIANCE. The representations and warranties
of NM set forth in Article 4 shall have been true and correct as of the date    
hereof, and, except to the extent such representations and warranties are made  
as of a specified date, shall be true and correct as of the Effective Date as if
made at and as of the Effective Date, except where the failure to be true and   
correct would not have, or would not reasonably be expected to have, a Material 
Adverse Effect on NM. NM shall in all material respects have performed each     
obligation and agreement and complied with each covenant to be performed and    
complied with by it hereunder at or prior to the Effective Date.                

         (b) OFFICERS' CERTIFICATE. NM shall have furnished to MJK a certificate
of the Chief Executive Officer and the Chief Financial Officer of NM, dated as  
of the Effective Date, in                                                       

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which such officers shall certify that, to their best knowledge, the conditions 
set forth in Section 7.3(a) have been fulfilled.                                

        (c) SECRETARY'S CERTIFICATE. NM shall have furnished to MJK (i) copies
of the text of the resolutions by which the corporate action on the part of NM  
necessary to approve this Agreement, the Articles of Merger, and the New        
Articles, the election of the directors of the Surviving Corporation and the    
transactions contemplated hereby and thereby were taken, (ii) Articles dated as 
of the Effective Date executed on behalf of NM by its corporate secretary or one
of its assistant corporate secretaries certifying to MJK that such copies are   
true, correct and complete copies of such resolutions and that such resolutions 
were duly adopted and have not been amended or rescinded, (iii) an incumbency   
certificate dated as of the Effective Date executed on behalf of NM by its      
corporate secretary or one of its assistant corporate secretaries certifying the
signature and office of each officer of NM executing this Agreement, the        
Articles of Merger, the New Articles, or any other agreement, certificate or    
other instrument executed pursuant hereto, and (iv) a copy of the New Articles  
of NM, certified by the Secretary of State of Minnesota, and certificates of    
good standing from the Secretary of State of Minnesota evidencing the good      
standing of NM in such jurisdiction.                                            

         (d) SHAREHOLDER APPROVAL. This Agreement and the Merger shall have been
approved by the Requisite MJK Shareholder Vote.                                 

(e) OTHER AGREEMENTS AND RESIGNATIONS. The Registration Rights
Agreement shall have been duly executed and delivered by the parties thereto.   
Each of the officers and non-continuing directors of NM immediately prior to the
Effective Time shall deliver duly executed resignations from their positions    
with NM effective immediately after the Effective Time.                         

ARTICLE 8 

 TERMINATION, AMENDMENT AND WAIVER

8.1. TERMINATION.                                             

   (a) This Agreement may be terminated prior to the Effective Date:

        (b) by mutual consent of MJK and NM, if the board of directors of each
so determines by vote of a majority of the members of its entire board;         

(c) by either MJK or NM, if there has been a material         
misrepresentation, breach of warranty or breach of covenant on the part of the  
other in the representations, warranties and covenants set forth in this        
Agreement, or if any of the conditions to such party's obligation to consummate 
the transactions contemplated in this Agreement shall have become impossible to 
satisfy as a result of no negligent or willful action by such party;            

      (d) by either MJK or NM, if (i) the Merger and this Agreement is not
duly approved by the shareholders of each of MJK or NM, including if a          
shareholder meeting is not held as contemplated by the first sentence of Section
6.9, or (ii) the New Articles are not approved by                               

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the shareholders of NM, including if a shareholder meeting is not held as       
contemplated by the first sentence of Section 6.9;                              

        (e) by either MJK or NM if the Effective Date is not on or before July
15, 1999, or such later date as MJK and NM may mutually agree (unless the       
failure to consummate the Merger by such date shall be due to the action or     
failure to act of the party seeking to terminate this Agreement in breach of    
such party's obligations under this Agreement);                                 

(f) by either NM or MJK pursuant to Section 6.3 above; or     

     (g) by NM or MJK if, after the date hereof, there shall have been a
material adverse change in the financial condition or business of the other     
party or if an event shall have occurred which, so far as reasonably can be     
foreseen, would result in any such change, except to the extent such change is  
directly caused by the party so terminating.                                    

         Any party desiring to terminate this Agreement shall give prior written
notice of such termination and the reasons therefor to the other party.         

8.2. AMENDMENT.                                               

      This Agreement may not be amended except by an instrument in writing
approved by the parties to this Agreement and signed on behalf of each of the   
parties hereto.                                                                 

8.3. WAIVER.                                                  

   At any time prior to the Effective Date, any party hereto may (a)
extend the time for the performance of any of the obligations or other acts of  
the other party hereto or (b) waive compliance with any of the agreements of the
other party or with any conditions to its own obligations, in each case only to 
the extent such obligations, agreements and conditions are intended for its     
benefit. Any such extension or waiver shall only be effective if made in writing
and duly executed by the party giving such extension or waiver.                 

ARTICLE 9 

GENERAL PROVISIONS

9.1. NOTICES.                                                 

        All notices and other communications hereunder shall be in writing and
shall be sufficiently given if made by hand delivery, by fax, by telecopier, by 
overnight delivery service, or by registered or certified mail (postage prepaid 
and return receipt requested) to the parties at the following addresses (or at  
such other address for a party as shall be specified by it by like notice):     

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If to MJK:                                  
MJK Holdings, Inc.        
5500 Wayzata Boulevard    
Suite 800                 
  Minneapolis, Minnesota 55416
                 Attn:  Chairman and Chief Executive Officer

with copies to:                             
Maun & Simon, PLC         
      2000 Midwest Plaza Building West
801 Nicollet Mall         
       Minneapolis, Minnesota 55402-2534
Attn:  Albert A. Woodward 

If to NM or Merger Sub:                     
NM Holdings, Inc.         
9850 51st Avenue North    
Suite 110                 
  Minneapolis, Minnesota 55442
                       Attention:  President and Chief Executive Officer

with copies to:                             
Dorsey & Whitney LLP      
Pillsbury Center South    
220 South Sixth Street    
  Minneapolis, Minnesota 55402
   Attention:  Kenneth L. Cutler

        All such notices and other communications shall be deemed to have been
duly given as follows: when delivered by hand, if personally delivered, when    
received; if delivered by registered or certified mail (postage prepaid and     
return receipt requested), when receipt acknowledged; if faxed or telecopied,   
when received, and the next day delivery after being timely delivered to a      
recognized overnight delivery service.                                          

9.2. INTERPRETATION.                                          

     The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this      
Agreement. References to Sections and Articles refer to Sections and Articles of
this Agreement unless otherwise stated. Words such as "herein," "hereinafter,"  
"hereof," "hereto," "hereby" and "hereunder," and words of like import, unless  
the context requires otherwise, refer to this Agreement (including the Exhibits 
and Schedules hereto). As used in this Agreement, the masculine, feminine and   
neuter genders shall be deemed to include the others if the context requires.   

9.3. SEVERABILITY.                                            

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      If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable, 
the remainder of the terms, provisions, covenants and restrictions of this      
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties shall negotiate in good faith to modify
this Agreement and to preserve each party's anticipated benefits under this     
Agreement.                                                                      

9.4. MISCELLANEOUS.                                           

   This Agreement (together with all other documents and instruments
referred to herein): (a) constitutes the entire agreement, and supersedes all   
other prior agreements and undertakings, both written and oral, among the       
parties, with respect to the subject matter hereof; (b) shall be governed in all
respects, including validity, interpretation and effect, by the internal laws of
the State of Minnesota, without giving effect to the principles of conflict of  
laws thereof; and (c) shall be binding upon and inure to the benefit of the     
parties hereto and their respective successors and assigns, but shall not be    
assignable by either party hereto without the prior written consent of the other
party hereto.                                                                   

 9.5. NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

    The representations and warranties of the parties set forth herein
shall not survive the consummation of the Merger, but covenants that            
specifically relate to periods, activities or obligations subsequent to the     
Merger shall survive the Merger. In addition, if this Agreement is terminated   
pursuant to Section 8.1, the covenants contained in Section 6.3(c) shall survive
such termination.                                                               

9.6. SCHEDULES.                                               

       The Schedules and other disclosure items that are not exhibits hereto
referred to in this Agreement shall be delivered as soon as practicable, but in 
no event later than the close of business on April 9, 1999. If on April 9, 1999 
any party hereto shall have failed to deliver such Schedules, the other party   
shall have the right to terminate this Agreement.                               

      At least five (5) days prior to the Closing Date, the parties hereto
shall deliver to all other parties hereto a list of any and all amendments to   
the Schedules necessary to update the Schedules from and after the date hereof. 

9.7. COUNTERPARTS.                                            

        This Agreement may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such     
counterparts together shall constitute but one agreement.                       

9.8. THIRD PARTY BENEFICIARIES.                               

      Except as provided in the next following sentence, each party hereto
intends that this Agreement shall not benefit or create any right or cause of   
action in or on behalf of any person other than the parties hereto. The         
provisions of Section 6.15 are intended for the benefit of Affiliates of NM and 
MJK.                                                                            

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first written above by their respective officers.          

      MJK HOLDINGS, INC.

           By  /s/ Eldon C. Miller
                                     -------------------------------------------
                   Eldon C. Miller
                                        Chairman and Chief Executive Officer

     NM HOLDINGS, INC.

           By  /s/ George E. Kline
                                     -------------------------------------------
                   George E. Kline
                                         President and Chief Executive Officer

 NM MERGER CO.

           By  /s/ George E. Kline
                                     -------------------------------------------
                   George E. Kline
                                         President and Chief Executive Officer

42

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		1/1/00		32		43
		7/15/99		54
Filed on:		4/26/99
		4/23/99		7		10
		4/16/99		1
		4/9/99		56
		3/25/99		6		16
		12/31/98		24		37			10KSB
		12/8/98		35		43
		9/30/98		35					10QSB
		4/1/98		24
		3/31/98		24					10KSB,  10QSB
		12/31/97		34					10KSB,  10KSB/A
		12/31/96		34					10KSB40
		1/1/96		35
		1/1/95		35
									List all Filings