ASSET PURCHASE AGREEMENT



                                  BY AND AMONG



                               AMERITRADE, INC.,



                              JB OXFORD & COMPANY



                                      AND



                            JB OXFORD HOLDINGS, INC.







                                  JUNE 4, 2004



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                            ASSET PURCHASE AGREEMENT



      THIS AGREEMENT IS MADE this 4th day of June, 2004 by and among Ameritrade,

Inc., a Nebraska corporation ("Purchaser"), JB Oxford & Company, a Delaware

corporation ("Seller") and JB Oxford Holdings, Inc., a Utah corporation

("Parent"). Capitalized terms not otherwise defined herein have the meanings set

forth in Article XII.



      WHEREAS, Seller and Parent intend that Seller discontinue the Business

and, to such end, Seller desires to sell certain of the assets used in the

conduct of the Business and assign certain contracts and other rights in

connection with the Business, and Purchaser desires to purchase such assets and

assume such contracts and other rights, on the terms and conditions set forth in

this Agreement.



      NOW, THEREFORE, in consideration of the mutual covenants, agreements and

warranties herein contained and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                   ARTICLE I



              PURCHASE AND SALE; ASSUMPTION OF CERTAIN LIABILITIES



      1.1 Acquired Assets. Subject to the terms and conditions set forth in this

Agreement, at the Closing, Seller shall sell, assign, transfer and deliver to

Purchaser, and Purchaser shall purchase, acquire and take assignment and

delivery of, all of the following assets owned by Seller and related to the

Business, except for those assets specifically excluded in Section 1.2 (all of

the assets sold, assigned, transferred and delivered to Purchaser hereunder are

referred to collectively as the "Acquired Assets"):



            (a) All rights under all contracts and agreements with customers

      related to the Acquired Accounts (the "Customer Contracts"); and



            (b) All information, documents, records, files and other proprietary

      information, in paper or electronic form, related to the Acquired

      Accounts, except where such sale, assignment, transfer and delivery is not

      permitted by applicable Law.



      1.2 Excluded Assets. The following assets related to the Business are not

being sold or assigned to Purchaser hereunder (all of the following are referred

to collectively as the "Excluded Assets"):



            (a) All Customer Accounts that have an unsecured debit balance as of

      4:00 p.m., central time, on the Closing Date;



            (b) All Customer Accounts that are margin accounts and that as of

      4:00 p.m., central time, on the Closing Date are not in compliance with

      applicable Laws relating to margin or with Purchaser's margin

      requirements;



            (c) All Customer Accounts that do not meet Purchaser's standard

      account eligibility requirements;



<PAGE>



            (d) All Customer Accounts (i) that are 90-day restricted, (ii) in

      which a day trading violation is known by Seller to have occurred in the

      12 months before Closing, or (iii) that are known by Seller to be the

      subject of any litigation, claim, allegation, investigation or other

      assertion or proceeding by or before any Governmental Authority including,

      without limitation, any investigation into late trading or market timing;

      and



            (e) All other assets of Seller (other than the Acquired Assets)

      including, but not limited to, all tangible and intangible personal

      property (other than the Acquired Assets), real property interests,

      software, furniture and equipment.



      1.3 Assumed Obligations. At the Closing, Purchaser shall assume, and

agrees to pay, perform, fulfill and discharge, from and after the Closing Date,

all obligations that accrue and arise and are required to be performed after the

Closing Date under all Customer Contracts, except where the consent of any third

party is required for the assignment of such contract or agreement and such

consent has not been obtained (the "Assumed Obligations").



      1.4 No Other Liabilities Assumed. Anything in this Agreement to the

contrary notwithstanding, neither Purchaser nor any of its Affiliates shall

assume or be liable for, and shall not be deemed to have assumed or have

liability for, any debt, obligation, lease or other liability of, or claim,

judgment or arbitration award against, Seller, Parent or any of their Affiliates

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