Exhibit  10.2

                               PURCHASE AGREEMENT
                               ------------------

     This  Purchase  Agreement (the "Agreement") is made and entered into on May
29,  2003,  by  and among Sharp Holding Corporation, a Delaware corporation (the
"Seller"),  and  Octopus  Media,  LLC, a Delaware Limited Liability Company (the
"Buyer"").

     WHEREAS,  the  Seller  owns  and  desires to sell: the HyperCD intellectual
property  as set forth in Exhibit "A" hereto; certain tangible assets located in
New  York City as set forth in Exhibit "B" hereto; the rights and obligations of
a  lease  for  office space in New York City as set forth in Exhibit "C" hereto;
the  URLs  as  set forth in Exhibit "D" hereto; the rights and obligations of an
employer  and employment agreements with certain persons as set forth in Exhibit
"E"  hereto;  the  rights  and  obligations  of  a  contracting party in certain
contracts  as set forth in Exhibit "F" hereto. All of the above are collectively
the  "Purchased  Assets";  and

     WHEREAS,  the  Seller  has  certain  liabilities  related  to  its  HyperCD
business,  which include obligations for ongoing operating expenses, obligations
of  the office lease in New York City and certain existing Employment Agreements
that  shall  be  assumed  by  the  Buyer,  all of the above are collectively the
"Assumed  Liabilities";  and

     WHEREAS,  the Buyer desires to purchase the Purchased Assets subject to the
Assumed  Liabilities;  and

     WHEREAS,  Buyer  desires  to  acquire 1,000,000 shares of restricted common
stock  of  the  Seller  (the  "Sharp  Stock"),  and  a warrant to purchase up to
1,000,000  restricted  shares of common stock of the Seller at an exercise price
of $0.10 per share expiring on May 31, 2008 (the "Sharp Warrants").

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements  and  the respective representations and warranties herein contained,
and  on  the  terms  and subject to the conditions herein set forth, the parties
hereto,  intending  to  be  legally  bound,  hereby  agree  as  follows:

                                    ARTICLE I
                        PURCHASE OF THE PURCHASED ASSETS;
                          ASSUMPTION OF LIABILITES; AND
                             ASSIGNMENT OF CONTRACTS

     Section 1.1     Purchase of the Purchased Assets.  Subject to the terms and
                     --------------------------------
conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer,
and  the  Buyer  agrees to purchase, all of the Purchased Assets and any and all
Assumed  Liabilities  related  thereto.  The  Bill of Sale and the Assignment of
Intellectual Property are set forth in Exhibits 1.1(a) and 1.1(b) hereto.

     Section  1.2     Purchase of Sharp Stock and Sharp Warrants. Subject to the
                      ------------------------------------------
terms and conditions set forth in this Agreement, at the Closing (as hereinafter
defined)  the  Seller  hereby agrees to sell and deliver to Buyer, and the Buyer
agrees  to  purchase  the  Sharp Stock and the Sharp Warrants (collectively, the
"Investment  in  Sharp").  The  Seller  shall  grant  to  the  Buyer  piggy-back
registration  rights  for  the  Sharp  Stock  and the stock underlying the Sharp
Warrants  as  set  forth  in  Section  5.11  herein

     Section 1.3     Assumption of the Assumed Liabilities. Subject to the terms
                     -------------------------------------
and  conditions  set  forth  in  this  Agreement, at the Closing (as hereinafter
defined)  the  Buyer  hereby  agrees to assume all of the Assumed Liabilities as
defined  herein  and  as  set  forth on Exhibit 1.3-1, effective as of April 15,
2003, and to reimburse Seller, at Closing, for such Assumed Liabilities incurred
from  April 15, 2003 until the Closing Date.  In addition, Buyer shall reimburse
Seller,  at  Closing, for any deposits or prepayments on the office lease in New
York  City  as  set  forth  in  Exhibit  1.3-2.


<PAGE>
     Section  1.4    Assignment  of  Contracts.  Subject  to  the  terms  and
                     -------------------------
conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the  Seller  hereby agrees to transfer, assign, convey and deliver to Buyer, and
the  Buyer  agrees  to assume, all of the contracts set forth in Exhibit "F" and
any and all liabilities related thereto (the "Contract Assignments").

     Section 1.5     Transactions.  The transactions described in this Section I
                     ------------
are collectively the "Transactions".

     Section  1.6     Intent  of  the  Parties.  Although  the  Exhibits to this
                      ------------------------
Agreement  are  intended  to  be  complete,  in  the event such Exhibits fail to
contain  the  description  of  any  asset  belonging  to Seller which is used in
connection  with  HyperCD  or  are  otherwise necessary for the ownership of the
HyperCD,  such  assets  shall  nonetheless be deemed transferred to Buyer at the
Closing.  Buyer  shall  not  assume  any  liabilities  other  than  the  Assumed
Liabilities.

                                   ARTICLE II
                              BUYER'S CONSIDERATION
                              ---------------------

     As  consideration  for  the  Transactions,  the Buyer shall pay $150,000 as
consideration  for  the  Purchased  Assets and $150,000 as consideration for the
Sharp  Stock  and  the  Sharp  Warrants.  The  Buyer  shall  pay and deliver the
consideration  to  the  Seller  (the  "Buyer's  Consideration")  as  follows:

          (i)  $120,000  in  cash,  cashier's  check,  or  wire  transfer at the
               Closing,  or  by  the cancellation and voiding of indebtedness of
               the  Seller  to Frank Leo (the Manager of the Buyer) as evidenced
               by  that  certain promissory note dated April 2, 2003 between the
               Seller  and  Frank  Leo  (the  "Existing  Note"),  in  a  manner
               satisfactory  to  the  Seller;  and

          (ii) Six  installments  of  $30,000 each, payable on the first of each
               month  beginning  June  1, 2003 as evidenced by a promissory note
               whose  maker  shall  be  the  Buyer  (the  "New  Note")in  a form
               satisfactory  to  the  Seller. The New Note shall be secured (the
               "Security Agreement") by the Purchased Assets and all source code
               related thereto. The New Note and the Security Agreement shall be
               in  the  form  set  forth  in  Exhibit  2.1(ii)  hereto.

                                   ARTICLE III
                                    LICENSES

     Section 3.1     License From Buyer to Seller for HyperCD.  The Buyer hereby
                     ----------------------------------------
grants  a License for HyperCD (the "HyperCD License") to the Seller as set forth
in  Exhibit  3.1,  to make and sell HyperCD products and services for five years
from  the  date  hereon,  with  no royalty in year one, and a royalty of one and
one-half  cents  ($0.015)  per  each  medium  sold by the Seller pursuant to the
HyperCD  License  (e.g.,  a  medium may be a compact disk or other device with a
similar  function  or  a  web  application  or similar application) in years two
through  five.  Under the HyperCD License, the Buyer shall also promptly provide
the  Seller  with copyable copies, updates, upgrades and new versions of HyperCD
and  of  any  software  that  the Buyer creates to replace HyperCD, as the Buyer
creates such things. The Buyer shall provide to the Seller and its customers the
services  associated  with  HyperCD  at  no additional cost to the Seller or its
customers.

     Section  3.2     Exclusive Nature of HyperCD License. During the termof the
                      -----------------------------------
HyperCD  License,  the  HyperCD License shall be a non-exclusive license for any
market  except that the HyperCD License shall be an exclusive license for use in
the  "co-branded credit card" market and in the "e-Finance Internet Bill Paying"
market  (collectively  the "Exclusive Markets"), with the further exception that
the  Buyer,  for  itself,  its affiliates and Com-Pac Services, Inc. may use and
sell  HyperCD  in  the  Exclusive  Markets.  The  Buyer  shall  not  license  or
sub-license  HyperCD  to  any  other  person  or entity for use in the Exclusive
Markets.


<PAGE>
     Section  3.3     Update,  Upgrade  and  Revise.  Either  party  may update,
                      -----------------------------
upgrade  or  revise  HyperCD or Gray Hair Mail-Track software.  The party making
such  changes  shall promptly deliver the changes to the other party on a CD-ROM
or  on  a  medium  selected  by  the  receiving  party.

     Section  3.4     Introductions.  The  Buyer  shall  use its best efforts to
                      -------------
introduce  the  Seller's HyperCD products and services, and Gray Hair Mail-Track
products  and  services  to  JP  Morgan  Chase  for  the  Exclusive  Markets.

ARTICLE  IV
-----------
                                    CLOSING

     Section  4.1     The Closing.  The closing of the transactions contemplated
                      -----------
by  this  Agreement  shall  take place by executing documents for overnight mail
delivery  on  May  29,  2003  (the "Closing Date"), or by such other means or at
other  specific  time  and  place  as  agreed upon among the parties hereto (the
"Closing").

     Section 4.2     Seller's Delivery and Execution.  At the Closing the Seller
                     -------------------------------
shall  deliver to Buyer: (i) certificates evidencing the Sharp Stock or a letter
from the Seller to the Seller's transfer agent that instructs the transfer agent
to  issue  the  Sharp  Stock,  and the Sharp Warrants; (ii) Bill of Sale for the
Purchased  Assets  and Assignment of Intellectual Property; (iii) the Assignment
of  Contracts;  (iv)  the  source  code of HyperCD and; (v) Assignment of Lease.

     Section  4.3     Buyer's Delivery and Execution.  At the Closing, the Buyer
                      ------------------------------
shall  deliver  to  the  Seller:  (i) $120,000 in cash, cashier's check, or wire
transfer  at  the  Closing,  or  by the cancellation and voiding of the Existing
Note,  in  a  manner  satisfactory to the Seller; (ii) the New Note and Security
Agreement  and;  (iii)  the  HyperCD  License.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

     The Seller hereby represents and warrants to Buyer as follows:

     Section 5.1.     Organization, Good Standing and Qualification.  The Seller
                      ----------------------------------------------
(i) is an entity duly organized, validly existing and in good standing under the
laws  of  the jurisdiction of its organization, (ii) has all requisite power and
authority  to  carry  on  its  business, and (iii) is duly qualified to transact
business and is in good standing in all jurisdictions where its ownership, lease
or  operation  of  property  or  the  conduct  of  its  business  requires  such
qualification,  except  where  the  failure  to  do so would not have a material
adverse  effect  to  the  Seller.  The  authorized  capital  stock of the Seller
consists  of  80,000,000  shares  of common stock, par value $.001 per share, of
which  19,739,448  shares  are  validly  issued  and outstanding, and 20,000,000
shares  of  preferred  stock,  par value $.001 per share, of which no shares are
issued  or outstanding.  All of such issued and outstanding shares of the Seller
have  been  duly  authorized, validly issued, fully paid and are non-assessable.
None  of  the  shares  were  issued  in  violation  of  any  preemptive  rights.

     Section  5.2     Ownership of the Purchased Assets.  The Seller is the sole
                      ---------------------------------
owner  of  the  Purchased  Assets free and clear of any liens, claims, equities,
charges, options, rights of first refusal, or encumbrances.   The Seller has the
unrestricted  right  and power to transfer, convey and deliver full ownership of
the  Purchased  Assets  without the consent or agreement of any other person and
without  any  designation, declaration or filing with any governmental authority
and  upon  the  transfer  of  the  Purchased Assets to the Buyer as contemplated
herein,  Buyer  will receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions  (except  those  that  may  be  imposed  by  law).


<PAGE>
     Section  5.3     Authorization.  The  Seller  is  a  corporation  with full
                      -------------
power,  capacity,  and  authority  to  enter into this Agreement and perform the
obligations  contemplated  hereby  by and for itself.  All action on the part of
the  Seller necessary for the authorization, execution, delivery and performance
of  this  Agreement  by  the  Seller  has  been  taken or will be taken prior to
Closing. This Agreement, when duly executed and delivered in accordance with its
terms,  will  constitute  legal,  valid,  and  binding obligations of the Seller
enforceable  against  the  Seller in accordance with its terms, except as may be
limited  by  bankruptcy, insolvency, and other similar laws affecting creditors'
rights  generally  or  by  general  equitable  principles.

     Section  5.4     No  Breaches  or  Defaults.  Except for the consent of the
                      --------------------------
Landlord  for the assignment of the lease for office space in New York City, the
execution,  delivery,  and performance of this Agreement by the Seller does not:
(i)  conflict  with, violate, or constitute a breach of or a default under, (ii)
result  in  the creation or imposition of any lien, claim, or encumbrance of any
kind  upon  the  Purchased  Assets, or (iii) require any authorization, consent,
approval,  exemption,  or  other  action  by  or  filing with any third party or
governmental  authority  under  any  provision  of:  (a)  any  applicable  legal
requirement,  or (b) any credit or loan agreement, promissory note, or any other
agreement or instrument to which the Seller is a party or by which the Purchased
Assets  may be bound or affected.  For purposes of this Agreement, "Governmental
Authority"  means  any  foreign  governmental  authority,  the  United States of
America, any state of the United States, and any agency, department, commission,
court,  or  similar entity, having jurisdiction over the parties hereto or their
respective  assets  or  properties.  For  purposes  of  this  Agreement,  "Legal
Requirement"  means  any law, statute, injunction, decree, order or judgment (or
interpretation  of  any  of  the  foregoing) of, and the terms of any license or
permit  issued  by,  any  Governmental  Authority.

     Section  5.5     Consents.  With respect to the Assignment of Contract, and
                      --------
except  as  set  forth  in  Exhibit  5.5,  no  permit,  consent,  approval  or
authorization  of,  or  designation, declaration or filing with any Governmental
Authority or any other person or entity is required on the part of the Seller in
connection  with  the  execution and delivery by the Seller of this Agreement or
the  consummation  and performance of the transactions contemplated hereby other
than  as  required  under  the  federal  securities  laws.

     Section  5.6     Ownership  of  HyperCD.  The  Seller  is the sole owner of
                      ----------------------
HyperCD  free and clear of any liens, claims, equities, charges, options, rights
of  first  refusal,  or encumbrances except for the security interest granted to
the Buyer pursuant to the Existing Note.   The Seller has the unrestricted right
and  power  to grant the HyperCD License without the consent or agreement of any
other  person  and  without  any  designation,  declaration  or  filing with any
governmental authority and upon the grant of the HyperCD License to the Buyer as
contemplated  herein,  Buyer will receive good and valid title thereto, free and
clear of any liens, claims, equities, charges, options, rights of first refusal,
encumbrances  or other restrictions (except those that may be imposed by law and
except  for  the security interest granted to the Buyer pursuant to the Existing
Note).

     Section  5.7     Pending  Claims.  There  is  no  claim,  suit,  action  or
                      ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best of the Seller's knowledge, threatened with respect to the transfer to Buyer
of  the  Purchased  Assets  or  the performance of this Agreement by the Seller.

     Section  5.8      Disclosure.  No  representation or warranty of the Seller
                       ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section 5.9     No Brokerage Commission.  No broker or finder has acted for
                     -----------------------
the  Seller  in  connection with this Agreement or the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements, arrangements or
understandings  made  by  or  on  behalf  of  Seller.

     Section 5.10     No Default.  To the knowledge of  Seller, the office lease
in  New  York  City is not in currently in default or delinquent and the Assumed
Liabilities  are  not  currently  in  default  or  delinquent.


<PAGE>
     Section  5.11     Piggy-Back Registration Rights.  If the Seller files  any
                                  -------------------
Registration Statement ("Registration Statement") pursuant to the Securities Act
of  1933,  as  amended  (the  "Securities Act") with the Securities and Exchange
Commission  (the  "Commission")  on  a  form under which the Sharp Stock and the
shares  of  stock  underlying  the Sharp Warrants are permitted to be registered
(other  than on a Form S-4 or S-8 Registration Statement or any successor form),
and  subject  to  the Seller holding  shares of Sharp Stock or Sharp Warrants at
the time of  any such filing (the "Registration Shares"), Buyer shall include in
the  Registration  Statement  all  of  the  Registration Shares unless otherwise
directed  in  writing  by  the  Buyer.  All  expenses  incident  to the Seller's
performance of its obligations under this Section, including without limitation,
all  registration  and  filing  fees,  fees  and  expenses  of  compliance  with
securities  and  Blue Sky laws, printing expenses, fees and disbursements of the
Seller's  counsel,  independent  certified public accountants, and other persons
retained  by  the  Seller  (all  such expenses being herein called "Registration
Expenses")  will be borne by the Seller.  The Buyer shall be responsible for all
discounts  and  commissions relating to the Registration Shares and for the fees
and  expenses  of  counsel  and  other  persons  engaged  by  the  Buyer.


                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES
                                    OF BUYER

     Buyer hereby represents and warrants to the Seller as follows:

     Section  6.1     Authorization.  The  Buyer  is a Limited Liability Company
                      -------------
with  full  power,  capacity,  and  authority  to  enter into this Agreement and
perform  the  obligations  contemplated hereby by and for itself.  All action on
the  part  of the Buyer necessary for the authorization, execution, delivery and
performance of this Agreement by the Buyer has been taken or will be taken prior
to  Closing.  This Agreement constitutes a valid and binding obligation of Buyer
enforceable  against  Buyer in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, and other laws of general application relating to or
affecting  creditors'  rights  and  to  general  equitable  principles.

     Section  6.2     Organization,  Good Standing and Qualification.  The Buyer
                      -----------------------------------------------
(i) is an entity duly organized, validly existing and in good standing under the
laws  of  the jurisdiction of its organization, (ii) has all requisite power and
authority  to  carry  on  its  business, and (iii) is duly qualified to transact
business and is in good standing in all jurisdictions where its ownership, lease
or  operation  of  property  or  the  conduct  of  its  business  requires  such
qualification,  except  where  the  failure  to  do so would not have a material
adverse effect to the Buyer.  Frank Leo is the sole member of the Buyer.  All of
such  issued  and  outstanding  ownership  interests of the Buyer have been duly
authorized,  validly  issued,  fully  paid  and are non-assessable.  None of the
ownership  interests  were  issued  in  violation  of  any  preemptive  rights.

     Section 6.3     Acquisition of Stock for Investment.  The Buyer understands
                     -----------------------------------
that  the  issuance  of  Sharp  Stock  and the Sharp Warrants will not have been
registered  under  the  Securities  Act  of 1933, as amended (the "Act"), or any
state  securities  acts,  and,  accordingly,  are restricted securities, and the
Buyer  represents  and warrants to the Seller that the Buyer's present intention
is  to  receive  and  hold the Sharp Stock and the Sharp Warrants for investment
only  and  not with a view to the distribution or resale thereof.  Buyer further
represents  and  acknowledges  that he is an Accredited Investor as that term is
defined  in  Rule  501(a)  of  Regulation  D  of  the  Act.

     Additionally,  the  Buyer  understands that any sale by the Buyer of any of
the  Sharp  Stock or the Sharp Warrants will, under current law, require either:
(a)  the registration of the Sharp Stock or the Sharp Warrants under the Act and
applicable  state  securities  acts; (b) compliance with Rule 144 of the Act; or
(c)  the  availability of an exemption from the registration requirements of the
Act and applicable state securities acts.  The Buyer understands that the Seller
has  not  undertaken  and  does  not  presently  intend  to  file a Registration
Statement  to  register  the  Sharp  Stock  and the Sharp Warrants that is to be
issued to the Buyer.  The Buyer agrees to execute, deliver, furnish or otherwise
provide  to the Seller an opinion of counsel reasonably acceptable to the Seller
prior to any subsequent transfer of the Sharp Stock and the Sharp Warrants, that
such  transfer  will not violate the registration requirements of the federal or


<PAGE>
state  securities  acts.  The  Buyer  agrees  to  execute,  deliver,  furnish or
otherwise  provide  to  the  Seller  any  documents  or  instruments  as  may be
reasonably  necessary  or  desirable  in  order to evidence and record the Sharp
Stock  and  the  Sharp  Warrants  acquired  hereby.

     To  assist  in implementing the above provisions, the Buyer hereby consents
to  the  placement  of  the legend, or a substantially similar legend, set forth
below,  on  all  certificates  representing ownership of the Sharp Stock and the
Sharp Warrants acquired hereby until the Sharp Stock and the Sharp Warrants have
been  sold,  transferred, or otherwise disposed of, pursuant to the requirements
hereof.  The  legend  shall  read  substantially  as  follows:

     "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED,  OR  ANY  APPLICABLE  STATE SECURITIES ACTS. THESE
     SECURITIES  MUST  BE  ACQUIRED  FOR  INVESTMENT,  ARE RESTRICTED AS TO
     TRANSFERABILITY,  AND  MAY  NOT  BE  SOLD,  HYPOTHECATED, OR OTHERWISE
     TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION
     PROVISIONS  OF  APPLICABLE  FEDERAL  AND  STATE  SECURITIES  LAWS  OR
     APPLICABLE  EXEMPTIONS  THEREFROM."

     Section  6.4     Buyer's  Access to Information.  The Buyer hereby confirms
                      ------------------------------
and  represents  that it has received a copy of the Seller's Form 10-KSB for the
year  ended  December  31,  2002,  and  the  Buyer:  (a)  has  been afforded the
opportunity  to ask questions of and receive answers from representatives of the
Seller  concerning  the business and financial condition, properties, operations
and prospects of the Seller. The Buyer has asked such questions about the Seller
as  it  desires  to  ask  and  all such questions have been answered to the full
satisfaction  of  the  Buyer; (b) has such knowledge and experience in financial
and  business  matters so as to be capable of evaluating the relative merits and
risks  of  the  transactions  contemplated hereby; (c) has had an opportunity to
engage  and  is  represented  by  an  attorney  of  its  choice;  (d) has had an
opportunity  to  negotiate  the  terms and conditions of this Agreement; (e) has
been  given  adequate  time to evaluate the merits and risks of the transactions
contemplated  hereby; and (f) has been provided with and given an opportunity to
review  all  current  information  about  the  Seller.

     Section  6.5     No  Breaches  or Defaults.  Except as set forth in Exhibit
                      -------------------------
6.5,  the  execution,  delivery, and performance of this Agreement by Buyer does
not:  (i)  conflict with, violate, or constitute a breach of or a default under,
(ii)  result in the creation or imposition of any lien, claim, or encumbrance of
any  kind  upon  the  Gray  Hair  Mail-Track  Software,  or  (iii)  require  any
authorization,  consent,  approval, exemption, or other action by or filing with
any  third  party  or  Governmental  Authority  under any provision of:  (a) any
applicable  Legal  Requirement,  or (b) any credit or loan agreement, promissory
note, or any other agreement or instrument to which Buyer is a party or by which
the  Gray  Hair  Mail-Track  Software  may  be  bound  or  affected.

     Section  6.6     Consents.  Except  as set forth in Exhibit 6.6, no permit,
                      --------
consent,  approval  or  authorization  of, or designation, declaration or filing
with,  any  Governmental  Authority or any other person or entity is required on
the part of Buyer in connection with the execution and delivery by Buyer of this
Agreement  or  the consummation and performance of the transactions contemplated
hereby  other  than  as  required  under  the  federal  securities  laws.

     Section  6.7     Pending  Claims.  There  is  no  claim,  suit,  action  or
                      ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of Buyer' knowledge, threatened with respect to the grant to the Seller of
the  Gray Hair Mail-Track License or the performance of this Agreement by Buyer.

     Section 6.8     No Additional Representations.  Buyer acknowledges that the
                     -----------------------------
Seller  has  made  no representations or warranties to Buyer as to the financial
condition  or otherwise of the Seller other than as contained in the Form 10-KSB
of  the  Seller  for  the  year  ended  December  31,  2002


<PAGE>
     Section  6.9      Disclosure.  No  representation  or  warranty  of  Buyer
                       ----------
contained  in this Agreement (including the exhibits hereto) contains any untrue
statement  or  omits  to  state  a  material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  6.10     No  Brokerage  Commission.  No broker or finder has acted
                       -------------------------
for the Buyer in connection with this Agreement or the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements, arrangements or
understandings  made  by  or  on  behalf  of  Buyer.



                                  ARTICLE VII
                              CONDITIONS TO CLOSING

     Section  7.1     Conditions to Closing by the Buyer. The obligations of the
                      ----------------------------------
Buyer to effect the transactions contemplated hereby are subject to:

     (i)  The  Seller  shall have made all of its deliveries contemplated herein
          to  the  Buyer;  and
     (ii) The  Board  of  Directors  of  the  Seller  shall  have  approved  and
          authorized  the  transactions  contemplated  herein.

     Section 7.2     Conditions to Closing by the Seller. The obligations of the
                     -----------------------------------
Seller to effect the transactions contemplated hereby are subject to:

     (i)  The  Buyer  shall  have tendered all of its consideration contemplated
          herein  to  the  Seller;
     (ii) The Buyer shall have made all of its deliveries contemplated herein to
          the  Seller;  and
    (iii) The  sole  member  of the Buyer shall have approved and authorized the
          transactions  contemplated  herein.

     Section  7.3     Conditions  to  the  Obligations  of  all  Parties.  The
                      ---------------------------------------------------
obligations  of  the  Parties to effect the transactions contemplated hereby are
further  subject  to  the  following  condition:

     No action, suit or proceeding by or before any court or any governmental or
     regulatory  authority  shall  have  been  commenced  or  threatened, and no
     investigation  by  any governmental or regulatory authority shall have been
     commenced  or  threatened,  seeking  to  restrain, prevent or challenge the
     transactions  contemplated hereby or seeking judgments against the Parties;
     and  all  Consents  of  third  parties  have  been  obtained.

                                  ARTICLE VIII
                               COVENANTS OF SELLER

     Section  8.1     Seller's  covenant to file reports with the Securities and
                      ----------------------------------------------------------
Exchange  Commission.    The  Seller  covenants  that  it  will  file  with  the
--------------------
Securities  and Exchange Commission all reports on Forms 10-KSB, 10-QSB, 8-K and
any  other  filings  that makes the Seller's restricted stock owned by the Buyer
eligible for sale pursuant to Rule 144 of the Securities Act of 1933, as amended
(the  "Act").  This  covenant  shall  expire  on  December  31,  2008.

     Section  8.2     Seller's covenant to cooperate with a Rule 144 sale and to
                      ----------------------------------------------------------
arrange  for  a Rule 144 legal opinion.  The Seller covenants that one year from
--------------------------------------
the date of Closing it will arrange for a legal opinion (the "Legal Opinion") to
be  provided  to  the  Buyer  in  connection  with  the Buyer's proposed sale of
restricted  stock of the Seller (the "Restricted Stock") pursuant to Rule 144 of
the  Securities Act of 1933, as amended, (the "Restricted Stock Sale"), but only
if  such  a  proposed  Restricted  Sale meets all of the conditions set forth in
Rule  144,  as Rule 144 or its successor rules, if any, may be amended from time
to


<PAGE>
time.  This  covenant shall be effective only at such time as the Buyer provides
the  Seller  with a copy of the Restricted Stock certificate (front and back), a
Rule  144  Notice of Sale, a representation letter from the Buyer about the sale
of  the  Restricted  Stock  and  a  representation  letter  from a broker-dealer
handling  the Restricted Stock Sale, all of which shall meet the requirements as
set  forth  in  Rule 144 of the Act.  Sharp shall have five (5) business days to
deliver the Legal Opinion to the Buyer from the day the Buyer requests the legal
opinion  and  counsel for Buyer has provided the necessary information to render
the  legal  opinion  or  Seller  shall provide Buyer or its legal counsel with a
written explanation as to why the information provided does not comply with Rule
144.  After  two  (2) years, Seller further covenants that it will authorize and
direct  the transfer agent to remove the legend on Buyer's stock certificate and
shall  otherwise cooperate with Buyer to effectuate a sale of shares pursuant to
Rule  144k.  This  covenant  shall  expire  on  December  31,  2008.

     Section 8.3     Failure to Comply with Sections 8.1 and 8.2.  If the Seller
                     -------------------------------------------
fails  to  comply  with  the  covenants set forth in Section 8.1 and Section 8.2
herein  (collectively,  the  "Rule  144  Covenants"), and such failure to comply
lasts more than thirty (30) calendar days, then the license set forth in Section
3.1  herein  shall  be suspended until the Seller is in compliance with the Rule
144  Covenants.  If  the  failure to comply lasts more than ninety (90) calendar
days  the  license  shall  be  permanently  revoked  and  be  null  and  void.

                                   ARTICLE IX
                                INDEMNIFICATION

     Section  9.1     Indemnification from the Seller.  The Seller hereby agrees
                      -------------------------------
to  and  shall  indemnify,  defend  (with legal counsel reasonably acceptable to
Buyer),  and  hold  Buyer, its affiliates, agents, legal counsel, successors and
assigns  (the  "Buyer  Group")  harmless  at  all  times  after the date of this
Agreement,  from and against any and all actions, suits, claims, demands, debts,
liabilities,  obligations, losses, damages, costs, expenses, penalties or injury
(including  reasonable  attorneys'  fees  and costs of any suit related thereto)
suffered  or  incurred  by  any  of  the  Buyer  Group  arising  from  (a)  any
misrepresentation  by,  or  breach  of  any  covenant  or warranty of the Seller
contained  in  this  Agreement, or any exhibit, certificate, or other instrument
furnished  or to be furnished by the Seller hereunder, (b) any nonfulfillment of
any  agreement  on  the part of the Seller under this Agreement, or (c) from any
material  misrepresentation  in  or  material  omission from, any certificate or
other  instrument  furnished  or  to be furnished to Buyer hereunder; or (d) any
suit,  action, proceeding, claim or investigation against the Buyer which arises
from  or  which is based upon or pertaining to Seller's conduct or the operation
or  liabilities  of  any  business  related  to  HyperCD  prior  to the Closing.

     Section  9.2     Indemnification  from  Buyer.  Buyer  agrees  to and shall
                      ----------------------------
indemnify,  defend  (with legal counsel reasonably acceptable to the Seller) and
hold  the  Seller, its affiliates, shareholders, officers, directors, employees,
agents,  legal counsel, successors and assigns (the "Sellers Group") harmless at
all  times after the date of the Agreement from and against any and all actions,
suits, claims, demands, debts, liabilities, obligations, losses, damages, costs,
expenses, penalties or injury (including reasonably attorneys' fees and costs of
any  suit  related  thereto)  suffered  or incurred by any of the Sellers Group,
arising from (a) any misrepresentation by, or breach of any covenant or warranty
of  Buyer  contained  in  this  Agreement  or any exhibit, certificate, or other
agreement  or  instrument  furnished or to be furnished by  Buyer hereunder; (b)
any  nonfulfillment  of any agreement on the part of Buyer under this Agreement;
(c)  from  any  material  misrepresentation  in  or  material omission from, any
exhibit,  certificate  or  other  agreement  or  instrument  furnished  or to be
furnished to the Seller hereunder; or (d) any suit, action, proceeding, claim or
investigation  against  the  Seller  which arises from or which is based upon or
pertaining  to  Buyer'  conduct  or the operation or liabilities of any business
related to Gray Hair Track-Mail Software prior to the Closing.

     Section 9.3     Defense of Claims.  If any lawsuit or enforcement action is
                     -----------------
filed  against any party entitled to the benefit of indemnity hereunder, written
notice  thereof  shall  be  given  to  the  indemnifying  party  as  promptly as
practicable  (and  in  any  event  not  less than fifteen (15) days prior to any
hearing  date  or  other  date by which action must be taken); provided that the
failure  of  any  indemnified  party  to  give


<PAGE>
timely notice shall not affect rights to indemnification hereunder except to the
extent  that  the  indemnifying  party demonstrates actual damage caused by such
failure.  After  such notice, the indemnifying party shall be entitled, if it so
elects,  to  take  control  of  the defense and investigation of such lawsuit or
action and to employ and engage attorneys of its own choice to handle and defend
the  same,  at  the  indemnifying  party's  cost,  risk  and  expense;  and such
indemnified  party shall cooperate in all reasonable respects, at its cost, risk
and  expense,  with  the  indemnifying  party  and  such  attorneys  in  the
investigation,  trial  and  defense  of  such  lawsuit  or action and any appeal
arising therefrom; provided, however, that the indemnified party may, at its own
cost,  participate  in  such investigation, trial and defense of such lawsuit or
action  and  any  appeal  arising  therefrom.  The indemnifying party shall not,
without  the  prior  written  consent  of  the  indemnified  party,  effect  any
settlement  of  any  proceeding  in  respect of which any indemnified party is a
party and indemnity has been sought hereunder unless such settlement of a claim,
investigation,  suit, or other proceeding only involves a remedy for the payment
of money by the indemnifying party and includes an unconditional release of such
indemnified  party  from  all liability on claims that are the subject matter of
such  proceeding.

     Section  9.4     Default  of  Indemnification  Obligation.  If an entity or
                      ----------------------------------------
individual  having  an indemnification, defense and hold harmless obligation, as
above provided, shall fail to assume such obligation, then the party or entities
or  both,  as  the  case  may be, to whom such indemnification, defense and hold
harmless  obligation  is  due  shall  have the right, but not the obligation, to
assume and maintain such defense (including reasonable counsel fees and costs of
any  suit  related  thereto)  and  to make any settlement or pay any judgment or
verdict  as  the  individual  or  entities deem necessary or appropriate in such
individual's or entities' absolute sole discretion and to charge the cost of any
such  settlement,  payment,  expense  and costs, including reasonable attorneys'
fees,  to  the  entity  or  individual  that  had the obligation to provide such
indemnification,  defense and hold harmless obligation and same shall constitute
an additional obligation of the entity or of the individual or both, as the case
may  be.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section  10.1     Amendment;  Waiver.  Neither  this  Agreement  nor  any
                       ------------------
provision  hereof  may  be  amended, modified or supplemented unless in writing,
executed  by  all  the  parties  hereto.  Except as otherwise expressly provided
herein,  no waiver with respect to this Agreement shall be enforceable unless in
writing  and  signed by the party against whom enforcement is sought.  Except as
otherwise  expressly  provided  herein,  no  failure  to  exercise,  delay  in
exercising,  or  single or partial exercise of any right, power or remedy by any
party,  and  no  course  of  dealing  between or among any of the parties, shall
constitute  a waiver of, or shall preclude any other or further exercise of, any
right,  power  or  remedy.

     Section  10.2     Notices.  Any notices or other communications required or
                       -------
permitted  hereunder  shall be sufficiently given if in writing and delivered in
person,  transmitted  by  facsimile  transmission (fax) or sent by registered or
certified  mail  (return  receipt  requested)  or  recognized overnight delivery
service,  postage  pre-paid,  addressed as follows, or to such other address has
such  party  may  notify  to  the  other  parties  in  writing:

          (a)  if  to  the  Seller:

               Sharp Holding Corporation
               13135 Champions Drive, Suite 100
               Houston,  Texas  77069
               Voice:  (713) 960-9100
               Fax:  (713) 960-9360


<PAGE>
               with  a  copy  to:

               Robert  D.  Axelrod
               Axelrod, Smith & Kirshbaum
               5300 Memorial Drive, Suite 700
               Houston,  Texas  77007
               Voice:  713-861-1996
               Fax:  713-552-0202

          (b)  if  to  Buyer:

               Octopus Media, LLC, attn: Frank A. Leo
               44  Minebrook  Road
               Colts  Neck,  New  Jersey  zip  07722
               Voice:  732  433  0040
               Fax:  732  462  7848

               with a copy to:

               James  M.  Piro
               Piro, Zinna, Cifelli & Paris
               360  Passaic  Avenue
               Nutley,  New  Jersey  07110
               Voice:  (973)  661-0710
               Fax:  (973)  661-5171

     A  notice  or communication will be effective (i) if delivered in person or
by  overnight  courier,  on  the  business day it is actually delivered, (ii) if
transmitted  by  telecopier,  on the business day of actual confirmed receipt by
the  addressee thereof, and (iii) if sent by registered or certified mail, three
(3)  business  days  after  dispatch.

     Section  10.3     Severability.  Whenever  possible, each provision of this
                       ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Agreement is held to be prohibited
by  or  invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of  this  Agreement.

     Section 10.4     Assignment.  Neither this Agreement nor any of the rights,
                      ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the prior written consent of the other parties.  This Agreement will be
binding  upon,  inure  to  the  benefit of and be enforceable by the parties and
their  respective  heirs,  personal  representatives,  successors  and  assigns.

     Section 10.5     Survival of Representations, Warranties and Covenants. All
                      -----------------------------------------------------
representations  and  warranties made in, pursuant to or in connection with this
Agreement  shall  survive  the  execution  and  delivery of this Agreement for a
period  of  two(2)  years.

     Section 10.6     Public Announcements.  The parties hereto agree that prior
                      --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section  10.7     Entire Agreement.  This Agreement and the other documents
                       ----------------
delivered  pursuant  hereto  constitute  the  full  and entire understanding and
agreement  between  the  parties  with  regard  to the subject matter hereof and


<PAGE>
thereof  and supersede and cancel all prior representations, alleged warranties,
statements,  negotiations,  undertakings,  letters, acceptances, understandings,
contracts and communications, whether verbal or written among the parties hereto
and thereto or their respective agents with respect to or in connection with the
subject  matter  hereof.

     Section  10.8     Choice  of Law.  This Agreement shall be governed by, and
                       --------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of  laws.  In  any  action between or among any of the
parties, whether arising out of this Agreement or otherwise, each of the parties
irrevocably  consents to the exclusive jurisdiction and venue of the federal and
state  courts  located  in  Harris  County,  Texas.

     Section  10.9     Counterparts  and  Facsimiles.  This  Agreement  may  be
                       -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original  but  all  of  which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the facsimile signature shall be deemed as an original signature for
all  purposes and the Agreement shall be deemed as an original for all purposes.

     Section  10.10     Costs  and  Expenses.   The  Seller shall pay all of the
                        --------------------
fees  and  expenses  incurred  by  it,  and  Buyer shall pay all of the fees and
expenses  incurred  by  it  in negotiating and preparing this Agreement (and all
other  agreements  executed  in  connection  herewith  or  therewith)  and  in
consummating  the  transactions  contemplated  by  this  Agreement.

     Section 10.11     Section Headings.  The section and subsection headings in
                       ----------------
this Agreement are used solely for convenience of reference, do not constitute a
part  of  this  Agreement,  and  shall  not  affect  its  interpretation.

     Section  10.12     No Third-Party Beneficiaries.  Nothing in this Agreement
                        ----------------------------
will  confer any third party beneficiary or other rights upon any person that is
not  a  party  to  this  Agreement.

     Section  10.13     Validity.  The  invalidity  or  unenforceability  of any
                        --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  10.14     Further  Assurances.  Each  party  covenants that at any
                        -------------------
time,  and  from  time  to  time,  after  the Closing Date, it will execute such
additional  instruments  and take such actions as may be reasonably requested by
the other parties to confirm or perfect or otherwise to carry out the intent and
purposes  of  this  Agreement.

     Section  10.15     Exhibits Not Attached.  Any exhibits not attached hereto
                        ---------------------
on  the  date  of  execution  of  this Agreement shall be deemed to be and shall
become  a  part of this Agreement as if executed on the date hereof upon each of
the  parties  initialing  and  dating  each  such exhibit, upon their respective
acceptance  of  its  terms,  conditions  and/or  form.


                      [Signatures Appear on the Next Page]


<PAGE>

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



                                Sharp  Holding  Corporation,


                                By:  /s/  George  Sharp
                                     -------------------------
                                     George  Sharp,  President




                                Octopus  Media  LLC.


                                By:  /s/  Frank  A.  Leo
                                     -------------------------
                                     Frank A. Leo, Sole Member


<PAGE>