Exhibit 10.5


    

      Exhibit
        10.5

      


      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      by
        and
        between

      


      COLLECTIBLE
        CONCEPTS, INC.

      


      


      as
        the
        Buyer

      


      and

      


      PACIFICAP
        ENTERTAINMENT HOLDINGS, INC.

      


      as
        the
        Seller

      


      


      Dated
        on
        December 21, 2005

      (effective
        date, January 20, 2006)

      


      ==================================================================================================================================================================

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                TABLE
                  OF CONTENTS

              	 
	 	 
	
                ARTICLE
                  I     PURCHASE AND
                  SALE OF ASSETS AND ASSUMPTION OF LIABILITIES 

              	
                Page

              
	
                Section
                  1.1

              	
                Purchase
                  and Sale of Assets

              	
                1

              
	
                Section
                  1.2

              	
                Purchase
                  Price

              	
                1

              
	
                Section
                  1.3

              	
                Closing:
                  Closing Date

              	
                2

              
	
                Section
                  1.4

              	
                Post
                  Closing Access

              	
                3

              
	
                Section
                  1.5

              	
                Further
                  Assurances

              	
                3

              
	
                Section
                  1.6

              	
                Allocation
                  of Purchase Price

              	
                3

              
	
                ARTICLE
                  II     REPRESENTATONS
                  AND WARRANTIES OF SELLER

              	
                4

              
	
                Section
                  2.1

              	
                Organization
                  and Qualifications of Seller

              	
                4

              
	
                Section
                  2.2

              	
                Organizational
                  Documents

              	
                4

              
	
                Section
                  2.3

              	
                Authority:
                  Binding Obligation

              	
                4

              
	
                Section
                  2.4

              	
                No
                  Conflict: Required Consents

              	
                5

              
	
                Section
                  2.5

              	
                Absence
                  of Undisclosed Liability

              	
                5

              
	
                Section
                  2.6

              	
                Personal
                  Property

              	
                5

              
	
                Section
                  2.7

              	
                Intellectual
                  Property

              	
                5

              
	
                Section
                  2.8

              	
                No
                  Material Adverse Change

              	
                7

              
	
                ARTICLE
                  III     REPRESENTATION
                  AND WARRANTIES OF BUYER

              	
                7

              
	
                Section
                  3.1

              	
                Organization
                  of CCGI

              	
                7

              
	
                Section
                  3.2

              	
                Authority:
                  Binding Obligation

              	
                7

              
	
                Section
                  3.3

              	
                No
                  Conflict: Required Consents

              	
                7

              
	
                Section
                  3.4

              	
                Broker
                  Fees

              	
                8

              
	
                ARTICLE
                  IV     COVENANTS

              	
                8

              
	
                Section
                  4.1

              	
                Events
                  of Default

              	
                8

              
	
                Section
                  4.2

              	
                Notice
                  of Default

              	
                10

              
	
                Section
                  4.3

              	
                Consummation
                  of Agreement

              	
                10

              
	
                Section
                  4.4 

              	
                Notice
                  to Third Parties

              	
                10

              
	
                Section
                  4.5

              	
                Confidentiality

              	
                10

              
	
                Section
                  4.6

              	
                Supplements
                  to Schedules

              	
                11

              
	
                Section
                  4.7

              	
                Compliance

              	
                11

              
	
                Section
                  4.8

              	
                Severability
                  of Covenants

              	
                11

              
	
                ARTICLE
                  V     CONDITIONS
                  OF
                  CLOSING

              	
                12

              
	
                Section
                  5.1

              	
                Condition
                  to the Obligations of the Buyer

              	
                12

              
	
                Section
                  5.2

              	
                Conditions
                  to the Obligations of Seller

              	
                12

              
	
                Section
                  5.3

              	
                Further
                  Conditions to the Obligations of the Buyer and Seller

              	
                13

              
	
                Section
                  5.4

              	
                Condition
                  Subsequent, and Effectiveness of Agreement

              	
                13

              
	
                ARTICLE
                  VI     RIGHTS AND
                  OBLIGATIONS SUBSEQUENT TO CLOSING

              	
                13

              
	
                Section
                  6.1

              	
                Survival
                  of Warranties

              	
                13

              
	
                ARTICLE
                  VII   
                  TERMINATION

              	
                13

              
	
                Section
                  7.1

              	
                Right
                  to Terminate

              	
                13

              
	
                Section
                  7.2

              	
                Obligations
                  to Cease

              	
                14

              
	
                ARTICLE
                  VIII   
                  INDEMNIFICATION

              	
                14

              
	
                Section
                  8.1

              	
                Indemnification
                  of Seller

              	
                14

              
	
                Section
                  8.2

              	
                Indemnification
                  of CCGI

              	
                15

              
	
                Section
                  8.3

              	
                Procedures

              	
                15

              
	
                Section
                  8.4

              	
                Settlement
                  of Claims

              	
                15

              
	
                ARTICLE
                  IX     MISCELLAENOUS

              	
                16

              
	
                Section
                  9.1

              	
                Fees
                  and Expenses

              	
                16

              
	
                Section
                  9.2

              	
                Notices

              	
                16

              
	
                Section
                  9.3

              	
                Governing
                  Law

              	
                17

              
	
                Section
                  9.4

              	
                Entire
                  Agreement

              	
                17

              
	
                Section
                  9.5

              	
                Assignability:
                  Binding Effect

              	
                17

              
	
                Section
                  9.6

              	
                Execution
                  in Counterparts

              	
                18

              
	
                Section
                  9.7

              	
                Amendments

              	
                18

              
	
                Section
                  9.8

              	
                Publicity

              	
                18

              
	
                Section
                  9.9

              	
                Agreement
                  to Continue in Full Force

              	
                18

              
	
                Section
                  9.10

              	
                Severability

              	
                18

              
	 


      

      


        ASSET
          PURCHASE AGREEMENT

        


        ASSET
          PURCHASE AGREEMENT dated as of December 21, 2005 (this "Agreement")
          by and
          among COLLECTIBLE CONCEPTS GROUP, INC. , Delaware corporation (“CCGI”
or
          the
          "Buyer")
          and
          PACIFICAP ENTERTAINMENT HOLDINGS, INC., a Delaware corporation ("Seller")
          (CCGI,
          Buyer and the Seller are each hereinafter individually referred to as a
          "Party"
          and
          collectively as the "Parties").

        


        W
          I T N E
          S S E T H:

        


        WHEREAS,
          the Seller is engaged, inter alia, in the business of financing films,
          and also
          owns certain intellectual property consisting of nostalgic sports footage
          and a
          vintage cartoon library as defined in Schedule 1.1(a) (hereinafter, the
“Film
          Library”) for the purposes of licensing, selling or broadcasting such
          intellectual property (the "Film
          Library Business");

        


        WHEREAS,
          Seller desires to sell, and the Buyer desires to purchase and acquire all
          of the
          Assets (as hereinafter defined) including, without limitation, all intellectual
          property, receivables, and contractual rights and the other assets designated
          in
          this agreement and utilized in the Seller’s Film Library Business; 

        


        WHEREAS,
          in connection with the acquisition of the Assets, Seller desires to assign
          and
          the Buyer has agreed to assume certain liabilities and obligations of the
          Seller
          as more fully described herein; and

        


        WHEREAS,
          to induce the Buyer to proceed with the transactions described in this
          Agreement, Seller is prepared to make certain representations, warranties
          and
          covenants to Buyer, and to provide certain rights of indemnification to
          Buyer.

        


        NOW,
          THEREFORE, in consideration of the premises and the mutual agreements set
          forth
          herein, and for other good and valuable consideration the receipt and adequacy
          of which is hereby acknowledged, and intending to be legally bound hereby,
          the
          Parties hereto agree as follows:

        


        ARTICLE
          I 

        PURCHASE
          AND SALE OF ASSETS 

        Section
          1.1 Purchase
          and Sale of Assets
          . Upon
          the
          terms and subject to the conditions hereinafter set forth and the performance
          by
          the Parties hereto of their respective obligations hereunder, the Seller
          shall
          sell, transfer, convey, assign and deliver free from all liens, charges
          and
          encumbrances to Buyer, and Buyer shall purchase, acquire and accept from
          Seller,
          on the Closing Date (as defined herein), the right, title and interest
          in all of
          the properties and assets of Seller including without limitation, the following
          (the "Assets"):


        
          
             

          

          
             

            
              

            

          

          
             

          

        


        


        (a) all
          films
          of sporting events and cartoons as defined on Schedule 1.1(a) and all records
          with respect to the film library’s development, content development, product
          development, costs, and all procedures, research and development files,
          data and
          other records; and

        


        (b) the
          unused brochures, literature, advertising, catalogues, photographs, display
          materials, media materials, packaging materials and other similar items
          which
          have been produced by or for the Seller;

        


        (c) all
          Intellectual Property (as defined herein) rights of Seller (whether owned,
          licensed or otherwise), including without limitation (i) rights in the
          names
          "Cavalcade of Sports Media, Inc. and any other name utilizing the names
          set
          forth on Schedule 1.1(a), (ii) the rights in the tradenames, information
          and
          materials contained in Seller's Websites, and (iii) all claims against
          third
          parties for infringement of such Intellectual Property rights;

        


        (d)
          the
          Parties acknowledge that the Seller has previously granted an exclusive
          worldwide license to Henry Film and Entertainment Corp. to use, modify,
          reproduce, distribute, display and transmit the contents of the film library
          as
          listed on Schedule 1.1(a), the Agreement being attached hereto as Schedule
          1.1(d), which agreement shall transfer to Buyer with all rights granted
          therein.

        


         

        Section
          1.2 Purchase
          Price.
          

        


        (a) (i) The
          aggregate purchase price (the "Purchase
          Price")
          for
          the Assets being sold hereunder shall be $250,000 under the following
          terms:

        


        (ii) Seller
          will be repaid, with interest, within three years of the date hereof on
          December
          21, 2010, the “Maturity Date”), at the principal offices of the Seller, the
          principal sum of
          Two Hundred Fifty Thousand Dollars ($250,000) in
          such
          coin or currency of the United States of America as at the time of payment
          shall
          be legal tender for the payment of public and private debts, and to pay
          interest
          on the outstanding principal sum hereof at the rate of six percent (6%)
          per
          annum. An initial payment of $50,000 is due within ninety (90) days of
          this
          Agreement. Any principal payment or interest payment on the unpaid principal
          amount of this Note not paid when due, whether at the Maturity Date, on
          the
          effective date of an Early Termination Event, by acceleration or otherwise,
          shall bear interest at twelve percent (12%) or the maximum rate permissible
          by
          law, whichever is less. Payment of Principal and accrued interest, if any,
          shall
          be payable on the Maturity Date in like coin or currency to the Seller
          hereof at
          the address of the Seller designated above or at such other place as the
          Seller
          shall have notified the Company in writing at least five (5) days before
          the
          Maturity Date, provided that any payment otherwise due on a Saturday, Sunday
          or
          legal Bank holiday may be paid on the following business day. 

         


        
          
             

          

          
            -2-

            
              

            

          

          
             

          

        


        


        (b) On
          the
          Closing Date, Seller shall pay all municipal, county, state and federal
          sales
          and transfer taxes, if any, incurred by the Buyer or Seller in connection
          with
          the transaction contemplated by this Agreement. Each Party shall in a timely
          manner sign and swear to any return, certificate, questionnaire or affidavit
          as
          to matters within its knowledge required in connection with the payment
          of any
          such tax.

        


        Section
          1.3 Closing;
          Closing Date.
          Subject
          to the fulfillment or waiver of the conditions precedent set forth in Article
          V
          of this Agreement, the closing of the purchase and sale provided for in
          this
          Agreement (herein called the "Closing")
          shall
          be held at the offices of Sichenzia Ross Friedman Ference, 1065 Avenue
          of the
          Americas, New York, New York 10018 on Wednesday, December 21, 2005 or such
          other
          location, date and time as to which the parties may agree (such date and
          time
          being referred to herein as the "Closing
          Date").

        


        Section
          1.4 Post-Closing
          Access.
          

        


        (a) After
          the
          Closing, the Buyer shall provide to the Seller and its accountants and
          attorneys, for any reasonable legal or business purpose, including defending
          third party claims and preparing such tax returns of Seller as may be reasonably
          required after the Closing, copies of relevant portions of the books and
          records
          of Seller delivered to the Buyer under this Agreement.

        


        (b) After
          the
          Closing, the Seller shall provide to the Buyer and its accountants and
          attorneys, for any reasonable legal or business purpose, including defending
          third party claims and preparing such tax returns of Buyer as may be reasonably
          required after the Closing, copies of relevant portions of the books and
          records
          of Buyer delivered to the Seller under this Agreement.

        


        Section
          1.5 Further
          Assurances.
          

        


        (a) Seller
          shall, from time to time on being reasonably required to do so by the Buyer,
          now
          or at any time in the future, do or procure the doing of all such acts
          and/or
          execute or procure the execution of all such documents in a form reasonably
          satisfactory to the Buyer as the Buyer may reasonably consider necessary
          for
          giving full effect to this Agreement and securing to the Buyer the full
          benefit
          of the rights, powers and remedies conferred upon the Buyer in this
          Agreement.

        


        (b) Seller
          shall promptly transfer or deliver to the Buyer any of the Assets delivered
          to,
          or retained or received by, Seller after the Closing Date.


        
          
             

          

          
            -3-

            
              

            

          

          
             

          

        


        


        


        Section
          1.6 Allocation
          of Purchase Price.
           The
          Purchase Price shall be allocated among the Assets being sold hereunder
          in the
          manner required by Treasury Regulation §1.1060-1T as determined by Buyer (the
          "Allocation").
          Buyer
          shall deliver its determination with respect to the Allocation within ninety
          (90) days of the Closing Date. Seller agrees that: except as otherwise
          required
          by law (i) the Allocation shall be binding on Seller for all federal, state,
          local and foreign tax purposes, and (ii) Seller shall file with its respective
          federal income tax returns consistent IRS Forms 8594 - Asset Acquisition
          Statements under Section 1060, including any required amendments thereto
          which
          shall reflect the allocation set forth in the Allocation pursuant to this
          Section 1.6. The Parties acknowledge that the allocation of the Purchase
          Price
          provided for in the Allocation will be reasonable and based upon the fair
          market
          value of each component of the Assets.

        


        ARTICLE
          II

        REPRESENTATIONS
          AND WARRANTIES OF SELLER

        


        Seller
          hereby represents and warrants to the Buyer and CCGI as follows:

        


        Section
          2.1 Organization
          and Qualifications of Seller.
          Seller
          is a corporation duly organized, validly existing and in good standing
          under the
          laws of the State of Delaware with full corporate power and authority to
          own,
          operate or lease its Assets and to carry on its business as currently conducted.
          Seller is duly qualified to conduct business as a foreign corporation and
          is in
          good standing in the states, countries and territories listed in Section
          2.1 and
          in each jurisdiction where the nature of its business or the ownership,
          operation or leasing of its Assets makes such qualification necessary.
          Seller
          has no subsidiaries, other than inactive subsidiaries which have not conducted
          any business.

        


        Section
          2.2 Organizational
          Documents.
           Seller
          has furnished to the Buyer a true and complete copy of its Restated Certificate
          of Incorporation and By-Laws, as in effect on the date hereof.

        


        Section
          2.3 Authority;
          Binding Obligation.
          Seller
          has the requisite authority and power to enter into, execute and deliver
          this
          Agreement and each agreement, document and instrument to be executed and
          delivered by Seller pursuant to this Agreement and to perform its obligations
          hereunder. The execution, delivery and performance by Seller of this Agreement
          and each such other agreement, document and instrument have been duly authorized
          by all necessary action of Seller, and no other action on the part of Seller,
          is
          required in connection therewith. This Agreement has been duly executed
          and
          delivered by Seller and constitutes a valid and binding obligation of Seller
          enforceable in accordance with the terms hereof and each agreement, document
          and
          instrument executed and delivered by Seller pursuant to this Agreement
          constitutes, or when executed and delivered will constitute, valid and
          binding
          obligations of Seller enforceable in accordance with their
          terms.


        
          
             

          

          
            -4-

            
              

            

          

          
             

          

        


        


        


        Section
          2.4 No
          Conflict; Required Consents.
           The
          execution, delivery and performance by Seller of this Agreement and each
          agreement, document and instrument contemplated hereby, the fulfillment
          of and
          compliance with the terms and provisions hereof and thereof and the consummation
          by the Seller of the transactions contemplated hereby and thereby, do not
          and
          will not: (i) conflict with, or violate any provision of, the Restated
          Certificate of Incorporation or By-Laws of Seller; (ii) conflict with,
          result in
          any breach of, or constitute a default (or an event that with notice or
          lapse of
          time or both would become a default) or result in the termination or
          acceleration under any agreement to which Seller is a party or by which
          Seller,
          or any of the Assets, may be bound; (iii) result in or require the creation
          or
          imposition of, or result in the acceleration of, any indebtedness or any
          lien of
          any nature upon, or with respect to any of the Assets; (iv) require any
          consent,
          approval, authorization or permit of, or filing with or notification to,
          any
          person not party to this Agreement.

        


        Section
          2.5 Absence
          of Undisclosed Liability.
          To the
          best of the Seller’s knowledge, the Seller has no liabilities or obligations of
          any nature (absolute, accrued, contingent or otherwise) relating to the
          Business.

        


        Section
          2.6 Personal
          Property.
          

        


        (a) Seller
          has good and marketable title to all of the tangible personal property
          utilized
          in the Business. None of such personal property is subject to any mortgage,
          pledge, lien, conditional sale agreement, security agreement, encumbrance,
          fixed
          charge or floating charge, or other charge.

        


        (b) The
          Assets will be sufficient to allow the Buyer to conduct the Business subsequent
          to the Closing and, at the Closing, title to the Assets will pass to the
          Buyer
          free and clear of all mortgages, pledges, liens, encumbrances and charges
          of any
          kind.

        


        Section
          2.7 Intellectual
          Property.
          

        


        (a) Schedule
          2.7 sets forth a true, correct and complete list of all patents, trade
          names,
          trademark, data compilations, masks and models, domain names, service mark
          and
          copyright registrations, all applications for any of the foregoing, all
          common
          law trademarks, service marks, copyrights and trade names, slogans and
          all
          permits, grants, franchises and licenses or other rights relating to any
          of the
          foregoing (including any registrations or pending applications for registration
          of any of the foregoing) that are attributable to the conduct of, used
          in or
          relating to the Business (the "Intellectual
          Property"),
          copies of any documentation in respect of which have been delivered or
          made
          available to the Buyer. Seller has exclusive ownership or has a license
          to use
          all of the Intellectual Property used in Business as presently conducted.
          Except
          as set forth on Schedule 2.7, Seller's rights in all of such Intellectual
          Property are valid and freely transferable. There are no claims or demands
          of
          any other person pertaining to any of such Intellectual Property and no
          proceedings have been instituted, or are pending or threatened, which challenge
          the rights of Seller in respect thereof which would impair the use of the
          Intangible Property by the Buyer; and, except as set forth on Schedule
          2.7,
          Seller has the right to use, free and clear of claims or rights of other
          persons, the Intellectual Property for or incident to the Business as presently
          conducted. Seller has not acted in any way such that its acts would invalidate,
          eliminate, or otherwise render unenforceable any of the Intellectual Property.
          None of the Intellectual Property has been, or will be, charged, mortgaged
          or
          otherwise encumbered by Seller.


        
          
             

          

          
            -5-

            
              

            

          

          
             

          

        


        


        


        (b) All
          trademarks and common law copyrights which are owned by or licensed to
          Seller or
          used by Seller in the Business as presently conducted are listed in Schedule
          2.7. All of Seller's trademark registrations have been duly registered
          in, filed
          in or issued by the appropriate offices in the countries identified on
          said
          Schedule.

        


        (c) In
          relation to registered rights, all registrations forming part of the
          Intellectual Property have been maintained and all renewal fees have been
          paid
          on time. Seller has received no adverse opinion (whether from the registry
          concerned or its advisor) or notice of opposition in relation to any such
          application.

        


        (d) Seller
          has no licenses, authorizations (whether express or implied) or other agreements
          under which Seller has granted rights to others in Intellectual
          Property.

        


        (e) Seller
          has required all of its key employees to execute agreements under which
          such
          employees are required to maintain the confidentiality of any information
          concerning the Business, transactions, secrets or affairs of Seller or
          of any of
          its customers or suppliers during or after termination of their employment
          and
          are required to assign to the Seller all inventions (including new
          contributions, improvements, designs, developments, ideas, discoveries,
          copyrightable material or trade secrets) which have been developed or conceived
          while employed by the Seller.

        


        (f) Seller
          has no knowledge of any infringement by others of any of its Intellectual
          Property rights.

        


        (g) Except
          as
          set forth on Schedule 2.7, Seller's activities and products do not infringe
          any
          intellectual property rights of any other person or entity. No proceeding
          charging Seller with infringement of any adversely held intellectual property
          rights has been filed or, to Seller’s knowledge, is threatened to be filed and
          Seller has not received notice of any breach and is not aware of any dispute
          or
          claim in relation to the Intellectual Property or any other intellectual
          property. To the best of Seller's knowledge, there exists no unexpired
          patent or
          patent application which includes claims that would be infringed by or
          otherwise
          adversely affect the Business. To the best of Seller's knowledge, the regular
          conduct of the Business will not infringe, or impair the intellectual property
          rights of any other person or entity. Seller is not making unauthorized
          use of
          any confidential information or trade secrets of any person, including,
          without
          limitation, any former employer of any past or present employee of Seller.
          Except as set forth in Schedule 2.7, neither Seller nor, to the best of
          Seller's
          knowledge, any of its employees have any agreements or arrangements with
          any
          persons other than Seller related to confidential information or trade
          secrets
          of such persons or restricting any such employee's ability to engage in
          business
          activities of any nature. The activities of its employees on behalf of
          Seller do
          not violate any such agreements or arrangements known to Seller which any
          such
          employees have with other persons.

        


        (i) Seller
          has no knowledge of any judgments, orders, liens, injunctions, or encumbrances
          that could interfere with the use of the Intellectual Property. Seller
          has no
          knowledge of any circumstances that could be grounds for a third party
          to bring
          an action for an injunction, order, lien, judgment, or encumbrance that
          could
          interfere with the use of the Intellectual Property.


        
          
             

          

          
            -6-

            
              

            

          

          
             

          

        


        


        


        Section
          2.8 No
          Material Adverse Change.
          Since
          December 31, 2000, except as reflected in the Balance Sheet or as set forth
          in
          Schedule 2.12, there has been no material adverse change in the Business
          (financial or otherwise) or in the Assets or Assumed Liabilities, nor has
          there
          been any damage, destruction or loss, whether or not covered by insurance,
          which
          would have a material adverse affect on: (i) the Business (financial or
          otherwise), (ii) the Assets, (iii) the ability of the Seller to consummate
          the
          transactions contemplated hereunder, or (iv) the ability of the Buyer to
          conduct
          and operate the Business after the Closing Date in the manner conducted
          and
          operated prior to the Closing Date.

        


         

         

        ARTICLE
          III

         REPRESENTATIONS
          AND WARRANTIES OF BUYER

        


        Seller
          and Buyer hereby jointly and severally make the following representations
          and
          warranties to Seller:

        


        Section
          3.1 Organization
          of CCGI.
           CCGI
          is
          duly organized, validly existing and in good standing under the laws of
          the
          State of Delaware.

        


        Section
          3.2 Authority;
          Binding Obligation.
           CCGI
          has
          the requisite authority and power to enter into, execute and deliver this
          Agreement and each agreement, document and instrument to be executed and
          delivered by CCGI pursuant to this Agreement and to perform its obligations
          hereunder. The execution, delivery and performance by CCGI of this Agreement
          and
          each such other agreement, document and instrument have been duly authorized
          by
          all necessary action of CCGI and no other action on the part of CCGI is
          required
          in connection therewith. This Agreement has been duly executed and delivered
          by
          CCGI and/or the Buyer and each agreement, document and instrument executed
          and
          delivered by CCGI and/or the Buyer pursuant to this Agreement constitutes,
          or
          when executed and delivered will constitute, valid and binding obligations
          of
          CCGI and/or the Buyer, as the case may be, enforceable in accordance with
          their
          terms.

        


        Section
          3.3 No
          Conflict; Required Consents.
           The
          execution, delivery and performance by CCGI of this Agreement and each
          agreement, document and instrument contemplated hereby, the fulfillment
          of and
          compliance with the terms and provisions hereof and thereof and the consummation
          by CCGI of the transactions contemplated hereby and thereby, do not and
          will
          not: (i) conflict with, or violate any provision of, the Certificate of
          Incorporation, By-Laws or Partnership Agreement of CCGI, as the case may
          be;
          (ii) conflict with, result in any breach of, or constitute a default (or
          an
          event that with notice or lapse of time or both would become a default)
          or
          result in the termination or acceleration under any material agreement
          to which
          CCGI is a party or by which CCGI may be bound; (iii) require any consent,
          approval, authorization or permit of, or filing with or notification to,
          any
          person not party to this Agreement.


        
          
             

          

          
            -7-

            
              

            

          

          
             

          

        


        


        Section
          3.4 Broker
          Fees.
          Neither
          CCGI nor any of their officers, directors, employees or shareholders has
          employed any broker or finder or incurred any liability for any brokerage
          fees,
          commission or finders' fee relating to or in connection with the transactions
          contemplated by this Agreement or any other agreement contemplated
          hereby.

        


        ARTICLE
          IV

         COVENANTS

        


        Section
          4.1 Events
          of Default and Remedies

         

        (a)
          Any
          one or
          more
          of the following events which shall have occurred and be continuing shall
          constitute an event of default (Event of Default): 

         

        (i)
          Default in the payment of the principal or accrued interest on this Note
          or upon
          any other indebtedness of the Company after the date hereof that is greater
          than
          $100,000, as and when the same shall become due, whether by default or
          otherwise, which Default shall have continued for a period of five (5)
          business
          days; or 

         

        (ii)
          Any
          knowing representation or warranty made by the Company or any officer of
          the
          Company in the Note, or in any agreement, report, certificate or other
          document
          delivered to the Seller pursuant to the Notes shall have been incorrect
          in any
          material respect when made which shall not have been remedied ten (10)
          days
          after written notice thereof shall have been given by the Seller; or


         

        (iii)
          The
          Company shall fail to perform or observe any material affirmative covenant
          contained in Section 4 of this Note or any of the Notes and such Default,
          if
          capable of being remedied, shall not have been remedied thirty (30) days
          after
          written notice thereof shall have been given by the Seller; or 

         

        (iv)
          The
          Company or any subsidiary (A) shall institute any proceeding or voluntary
          case
          seeking to adjudicate it bankrupt or insolvent, or seeking dissolution,
          liquidation, winding up, reorganization, arrangement, adjustment, protection,
          relief or composition of it or its material debts under any law relating
          to
          bankruptcy, insolvency or reorganization or relief of debtors, or seeking
          the
          entry of any order for relief or the appointment of a receiver, trustee,
          custodian or other similar official for such the Company or any subsidiary
          or
          for any substantial part of its property, or shall consent to the commencement
          against it of such a proceeding or case, or shall file an answer in any
          such
          case or proceeding commenced against it consenting to or acquiescing in
          the
          commencement of such case or proceeding, or shall consent to or acquiesce
          in the
          appointment of such a receiver, trustee, custodian or similar official;
          (B)
          shall be unable to pay its material debts as such debts become due, or
          shall
          admit in writing its inability to apply its debts generally; (C) shall
          make a
          general assignment for the benefit of creditors; or (D) shall take any
          action to
          authorize or effect any of the actions set forth above in this subsection
          5(a)(iv); or 


        
          
             

          

          
            -8-

            
              

            

          

          
             

          

        


        


         

        (v)
          Any
          proceeding shall be instituted against the Company seeking to adjudicate
          it a
          bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
          reorganization, arrangement, adjustment, protection, relief of debtors,
          or
          seeking the entry of an order for relief or the appointment of a receiver,
          trustee, custodian or other similar official for the Company or for any
          substantial part of its property, and either such proceeding shall not
          have been
          dismissed or shall not have been stayed for a period of sixty (60) days
          or any
          of the actions sought in such proceeding (including, without limitation,
          the
          entry of any order for relief against it or the appointment of a receiver,
          trustee, custodian or other similar official for it or for any substantial
          part
          of its property) shall occur; or 

         

        (vi)
          One
          or more final judgments, arbitration awards or orders for the payment of
          money
          in excess of $100,000 in the aggregate shall be rendered against the Company,
          which judgment remains unsatisfied for thirty (30) days after the date
          of such
          entry. 

        (vii)
          The
          issuance of an SEC stop trade order or an order suspending trading of the
          Common
          Stock from the principal market or exchange on which the Common Stock is
          listed
          for trading for longer than fifteen (15) trading days. 

         

        (viii)
          The Company shall encumber or hypothecate the collateral subject to the
          Security
          Agreement to any party; 

         

        (ix)
          A
          default by the Company of a material term, covenant, warranty or undertaking
          of
          any other agreement to which the Company and Seller are parties, or the
          occurrence of an event of default under any such other agreement; or


         

        (b)
          In
          the event of and immediately upon the occurrence of an Event of Default,
          the
          Note shall become immediately due and payable without any action by the
          Seller
          and the Note shall bear interest until paid at the rate of 12% per annum
          or such
          amount as shall be allowed by law (the “Default Interest Rate”). If an Event of
          Default occurs and is continuing, Seller may pursue any available remedy
          to
          collect the payment of all amounts due under the Note or to enforce the
          performance of any provision of the Note. No waiver of any default under
          the
          Note shall be construed as a waiver of any subsequent default, and the
          failure
          to exercise any right or remedy thereunder shall not waive the right to
          exercise
          such right or remedy thereafter.

         

        (c)
          The
          Company covenants that in case the principal of, and accrued interest on,
          the
          Note becomes due and payable by declaration or otherwise, then the Company
          will
          pay in cash to the Seller of this Note, the whole amount that then shall
          have
          become due and payable on this Note for principal or interest, as the case
          may
          be, and in addition thereto, such further amount as shall be sufficient
          to cover
          the costs and expenses of collection, including reasonable fees of the
          Seller's
          legal counsel. In case the Company shall fail forthwith to pay such amount,
          the
          Seller may commence an action or proceeding at law or in equity for the
          collection of the sums so due and unpaid, and may prosecute any such action
          or
          proceeding to judgment or final decree against Company or other obligor
          upon
          this Note, wherever situated, the monies adjudicated or decreed to be payable.
          


        
          
             

          

          
            -9-

            
              

            

          

          
             

          

        


        


         

        (d)
          The
          Company agrees that it shall give notice to the Seller at its registered
          address
          by facsimile, confirmed by certified mail, of the occurrence of any Event
          of
          Default within twenty (20) days after such Event of Default shall have
          occurred.


         

        


        Section
          4.2 Notice
          of Default.
          Promptly upon the occurrence of, or promptly upon the Parties becoming
          aware of
          the impending or threatened occurrence of, any event which would cause
          or
          constitute a breach or default, or would have caused or constituted a breach
          or
          default had such event occurred or been known to such Party prior to the
          date
          hereof, of any of the representations, warranties or covenants of such
          Party
          contained in or referred to in this Agreement or in any Schedule referred
          to in
          this Agreement, or of its inability to satisfy any conditions of Closing,
          such
          Party shall give detailed written notice thereof to the other Party and
          shall
          use its best efforts to prevent or promptly remedy the same.

        


        Section
          4.3 Consummation
          of Agreement.
          The
          Parties hereto shall use their best efforts to perform and fulfill all
          conditions and obligations on its part to be performed and fulfilled under
          this
          Agreement, to the end that the transactions contemplated by this Agreement
          shall
          be fully carried out. Until the Closing or the termination of this Agreement,
          except as mutually agreed in writing by the parties, the Seller or any
          of its
          respective employees, representatives or agents shall not, directly or
          indirectly, solicit, encourage, initiate or induce the making of any inquiries
          or proposals for the acquisition of any of the Assets or the Business,
          or
          furnish information to, or engage in negotiations relating to the foregoing
          or
          otherwise cooperate in any way with, or accept any proposal relating to
          the
          foregoing from, any person or group other than CCGI and their respective
          officers, employees, representatives or agents, and the Seller shall restrict
          any such employee, representative or agent from doing any of the
          foregoing.

        


        Section
          4.4 Notice
          to Third Parties.
           After
          the
          Closing, at the request of the Buyer, Seller and the Buyer shall send a
          jointly
          executed letter to those persons and entities as the Buyer may request
          notifying
          such persons or entities of the consummation of the transactions contemplated
          by
          this Agreement, such letter to be substantially in the form of Exhibit
          4.4.

        


        Section
          4.5 Confidentiality.
          Seller
          agrees that, after the Closing has been consummated, Seller and its respective
          officers, directors, agents, representatives and employees and affiliates
          (collectively, its “Representatives”)
          will
          hold in strict confidence, and will not distribute or make available, any
          confidential or proprietary data or information of Seller that is used
          in
          connection with or related to Business, except:

        


        (a) information
          which, as of the date hereof, is published or otherwise generally available
          to
          the public;


        
          
             

          

          
            -10-

            
              

            

          

          
             

          

        


        


        


        (b) information
          which after the date hereof becomes available to the public other than
          through
          an act or omission of Seller or its Representatives which is in violation
          of the
          provisions hereof;

        


        (c) information
          rightfully acquired from a third party which did not obtain such information
          under a pledge of confidentiality;

        


        (d) information
          which is developed by the disclosing Party independently of the relationship
          established by this Agreement; or

        


        (e) information
          which is compelled to be disclosed by legal process, in which case Seller
          shall
          notify Buyer as soon as practicable after it becomes aware of such requirement,
          and shall cooperate with Buyer in obtaining a protective order.

        


         

        Section
          4.9 Supplements
          to Schedules.
           Prior
          to
          the Closing, the Parties will supplement or amend the Schedules hereto
          with
          respect to any matter hereafter arising which, if existing or occurring
          at the
          date of this Agreement, would have been required to be set forth or described
          in
          such Schedules. No supplement or amendment of the Schedules made pursuant
          to
          this Section 4.9 shall be deemed to cure any breach of any representation
          or
          warranty made in this Agreement unless the other Parties specifically agree
          thereto in writing.

        


        Section
          4.10 Compliance.
          Seller
          shall use its best efforts to take or cause to be taken, all action and
          do or
          cause to be done all things necessary, proper or advisable to consummate
          the
          transactions contemplated by this Agreement, including, without limitation,
          to
          obtain all consents, approvals and authorization of third parties, and
          to make
          all filings with and give all notices to third parties which may be necessary
          or
          required in order to effectuate the transactions contemplated hereby and
          to
          otherwise comply and fulfill Seller’s obligations hereunder and thereunder.


        


        Section
          4.11  Severability
          of Covenants
          . Seller
          and the Buyer agree that the foregoing covenants are reasonable and valid
          in
          geographical and temporal scope and in all other respects and that Seller
          has
          received full and adequate consideration therefor. If any court determines
          that
          any of such covenants or any part thereof is invalid or unenforceable,
          the
          remainder of such covenants shall not thereby be affected and shall be
          given
          full effect, without regard to the invalid portions. If any court determines
          that any of the foregoing covenants, or any part thereof, is unenforceable
          because of the duration or geographic scope of such provision, and should
          such
          court reduce the duration or scope of such provision, as the case may be,
          such
          provision in its reduced form shall then be enforceable.


        
          
             

          

          
            -11-

            
              

            

          

          
             

          

        


        


        


        ARTICLE
          V

         CONDITIONS
          OF CLOSING

        


        Section
          5.1 Conditions
          to the Obligations of the Buyer.
          The
          obligation of the Buyer to consummate this Agreement and the transactions
          contemplated hereby is subject to the fulfillment, prior to or at the Closing,
          of the following conditions precedent and the delivery of the following
          documents:

        


        (a) Representations;
          Warranties; Covenants.
          Each of
          the representations and warranties of Seller contained in Article II shall
          be
          true and correct in all material respects as though made on and as of the
          Closing; Seller shall, on or before the Closing, have performed in all
          material
          respects all of its obligations hereunder which by the terms hereof are
          to be
          performed on or before the Closing.

        


        (b) Delivery
          of Required Consents.
          Seller
          shall deliver to the Buyer the consents required pursuant to Section 2.4
          that it
          has obtained prior to the Closing.[i.e landlord consent]

        


        (c) Certificate
          From Officers.
          Seller
          shall deliver to the Buyer a certificate dated as of the Closing to the
          effect
          that the statements set forth in paragraph (a), (b) and (c) above in this
          Section 5.1 are true and correct.

        


        (d) Assignment
          and Bill of Sale to the Buyer.
          Seller
          shall deliver two (2) originals of the Assignment and Bill of Sale in the
          form
          of Exhibit 5.1(e) executed by Seller.

        


        Section
          5.2 Conditions
          to Obligations of Seller.
          Seller's obligation to consummate this Agreement and the transactions
          contemplated hereby is subject to
          the
          fulfillment, prior to or at the Closing, of the following conditions precedent
          and the delivery of the following documents:

        


        (a) Representations;
          Warranties; Covenants.
          Each of
          the representations and warranties of CCGI and/or the Buyer contained in
          Article
          III shall be true and correct in all material respects as though made on
          and as
          of the Closing; CCGI shall, on or before the Closing, have performed in
          all
          material respects all of its obligations hereunder which by the terms hereof
          are
          to be performed on or before the Closing.

        (b) Assignment
          and Bill of Sale to the Buyer.
          The
          Buyer shall deliver two (2) originals of the Assignment and Bill of Sale
          in the
          form of Exhibit 5.1(e).


        
          
             

          

          
            -12-

            
              

            

          

          
             

          

        


        


        Section
          5.3 Further
          Conditions to Obligations of the Buyer and Seller.
          The
          respective obligations of each Party hereunder are subject to the satisfaction,
          at or before the Closing, of the conditions set out below.

        


        Section
          5.4 Condition
          Precedent and Effectiveness of Agreement.
          A
          condition to the effectiveness of Closing shall be the completion by CCGI
          of a
          full review of the File Library and the proper cataloguing of its contents.
          Such
          review will be conducted in a supervised manner and shall include the visual
          review of all recorded material.

        


        (a) Absence
          of Litigation.
          There
          shall not have been issued and be in effect any order of any court or tribunal
          of competent jurisdiction which (i) prohibits or makes illegal the purchase
          by
          the Buyer of the Assets, (ii) would require the divestiture by the Buyer
          of all
          or a material portion of the Assets, the Business or the assets of the
          Buyer as
          a result of the transactions contemplated hereby, or (iii) would impose
          limitations on the ability of the Buyer to effectively exercise full rights
          of
          ownership of the Assets, or of a material portion of the Business as a
          result of
          the transactions contemplated hereby.

        


        (b) No
          Injunction.
          On the
          Closing Date there shall be no effective injunction, writ, preliminary
          restraining order or any order of any nature issued by a court of competent
          jurisdiction directing that the transactions provided for herein or any
          of them
          not be consummated as so provided or imposing any conditions on the consummation
          of the transactions contemplated hereby which the Buyer deems unacceptable
          in
          its sole discretion.

        


        ARTICLE
          VI

        RIGHTS
          AND OBLIGATIONS SUBSEQUENT TO CLOSING

        


        Section
          6.1 Survival
          of Warranties. The
          representations and warranties shall survive the Closing for a period of
          eighteen (18) months, regardless of any investigation or knowledge acquired
          on
          the part of the Buyer or its affiliates and shall not merge in the performance
          of any obligation by either Party hereto.

        


        ARTICLE
          VII

         TERMINATION

        


        Section
          7.1 Right
          to Terminate.
          Notwithstanding anything to the contrary set forth in this Agreement, this
          Agreement may be terminated and the transactions contemplated herein abandoned
          at any time prior to the Closing:


        
          
             

          

          
            -13-

            
              

            

          

          
             

          

        


        


        


        (a) by
          mutual
          written consent of the Parties hereto;

        


        (b) by
          either
          the Buyer or the Seller if the Closing shall not have occurred by March
          31,
          2006; provided, however, that the right to terminate this Agreement under
          this
          Section 7.1(b) shall not be available to any Party whose failure to fulfill
          any
          obligation under this Agreement has been the cause of, or resulted in,
          the
          failure of the Closing Date to occur on or before such date;

        


        (c) by
          the
          Seller if the Buyer (i) breaches its representations and warranties, (ii)
          fails
          to comply with any of its covenants or agreements contained herein, or
          (iii) if
          any of the conditions to closing set forth in Section 5.2 are not satisfied
          or
          capable of being satisfied on or before the Closing Date; or

        


        (d) by
          the
          Buyer if the Seller (i) breaches its representations and warranties, (ii)
          fails
          to comply with any of its covenants or agreements contained herein, or
          (iii) if
          any of the conditions to closing set forth in Section 5.1 are not satisfied
          or
          capable of being satisfied on or before the Closing Date.

        


        Section
          7.2 Obligations
          to Cease.
          If this
          Agreement is terminated pursuant to Section 7.1 hereof, all rights and
          obligations of the Parties under this Agreement shall thereafter terminate
          and
          there shall be no liability of any party hereto to any other Party except
          for
          the obligations set forth in Sections 9.1 and 9.8 hereof. Termination of
          this
          Agreement pursuant to Section 7.1 shall not, however, limit or impair any
          remedies that the terminating Party may have with respect to a breach or
          default
          by the other Party prior to the date of termination of its representations,
          warranties, covenants or agreements or obligations under this
          Agreement.

        


        


        ARTICLE
          VIII

         INDEMNIFICATION

        


        Section
          8.1 Indemnification
          of Seller.
           The
          Buyer
          shall defend and promptly indemnify Seller and save and hold harmless from,
          against, for and in respect of and shall pay any and all damages, losses,
          obligations, liabilities, claims, encumbrances, deficiencies, costs and
          expenses, including, without limitation, reasonable attorneys’ fees and other
          costs and expenses incident to any action, investigation, claim or proceeding
          (all hereinafter collectively referred to as “Losses”)
          suffered, sustained, incurred or required to be paid by Seller by reason
          of (i)
          any representation or warranty of CCGI herein being untrue or incorrect
          in any
          respect, (ii) any and all obligations of Buyer arising and required to
          be
          performed under the Assumed Liabilities or under the Assumed Contracts
          for
          periods after the Closing, or (iii) any breach or failure of observance
          or
          performance of any covenant, agreement or commitment made by the Buyer
          hereunder
          or under any document or instrument relating hereto or executed pursuant
          hereto.


        
          
             

          

          
            -14-

            
              

            

          

          
             

          

        


        


        


        Section
          8.2 Indemnification
          of CCGI
          .


        


        (a) Seller
          shall defend and promptly indemnify CCGI and their respective officers,
          directors, stockholders and affiliates and save and hold them harmless
          from,
          against, for and in respect of and pay any and all Losses suffered, sustained,
          incurred or required to be paid by CCGI by reason of (i) any and all obligations
          and liabilities of Seller, other than obligations arising and required
          to be
          performed under the Assumed Liabilities or under the Assumed Contracts
          after the
          Closing; (ii) any breach or failure of observance or performance of any
          covenant, agreement or commitment made by Seller hereunder or under any
          document
          or instrument relating hereto or executed pursuant hereto; or (iii) as
          a result
          of any representation, or warranty contained herein or in any document
          or
          instrument executed pursuant hereto being untrue or incorrect in any
          respect.

        


        Section
          8.3 Procedures.
          For
          purposes of this Section, the party entitled to indemnification shall be
          known
          as the “Indemnified
          Party”
and
          the
          party required to indemnify shall be known as the “Indemnifying
          Party.”
In
          the
          event that the Indemnifying Party shall be obligated to the Indemnified
          Party
          pursuant to this Section or in the event that a suit, action, investigation,
          claim or proceeding is begun, made or instituted as a result of which the
          Indemnifying Party may become obligated to the Indemnified Party hereunder,
          the
          Indemnified Party shall give prompt written notice, within ten (10) business
          days, to the Indemnifying Party of the occurrence of such event. The failure
          of
          the Indemnified Party to provide the Indemnifying Party with timely notice
          will
          limit the indemnification provided for in this Article VII, only if, and
          to the
          extent that, the failure to provide such timely notice results in the forfeiture
          of substantial rights by the Indemnifying Party. The Indemnifying Party
          agrees
          to defend, contest or otherwise protect against any such suit, action,
          investigation, claim or proceeding at the Indemnifying Party’s own cost and
          expense. The Indemnified Party shall have the right but not the obligation
          to
          participate at its own expense in the defense thereof by counsel of its
          own
          choice. In the event that the Indemnifying Party fails to notify the Indemnified
          Party within ten (10) days of its receipt of notice of a claim that it
          intends
          to assume the defense thereof or thereafter to timely defend, contest or
          otherwise protect against any such suit, action, investigation, claim or
          proceeding, the Indemnified Party shall have the right to defend, contest
          or
          otherwise protect against the same and may make any compromise or settlement
          thereof and recover the entire cost thereof from the Indemnifying Party
          including without limitation, reasonable attorneys’ fees, disbursements and all
          amounts paid as a result of such suit, action, investigation, claim or
          proceeding or compromise or settlement thereof.

        


        Section
          8.4 Settlement
          of Claims. 
          If an
          Indemnifying Party assumes the defense of any suit, action, claim, proceeding
          or
          investigation for which it is called upon to indemnify the Indemnified
          Party
          pursuant to this Article VII no compromise or settlement thereof may be
          effected
          by the Indemnifying Party without the Indemnified Party's prior written
          consent
          (which consent shall not be unreasonably withheld or delayed).


        
          
             

          

          
            -15-

            
              

            

          

          
             

          

        


        


        


        ARTICLE
          IX

        MISCELLANEOUS

        


        Section
          9.1 Fees
          and Expenses.
           Except
          as
          otherwise provided in this Agreement, each of the Parties will bear its
          own
          expenses in connection with the negotiation and the consummation of the
          transactions contemplated by this Agreement, and no expenses of Seller
          relating
          in any way to the purchase and sale of the Assets hereunder and the transactions
          contemplated hereby, including, without limitation, legal, accounting or
          other
          professional expenses of Seller, shall be charged to or paid by the Buyer
          or
          included in any of the Assumed Liabilities.

        


        Section
          9.2 Notices.
          All
          notices and other communications hereunder shall be in writing and shall
          be
          deemed to have been given if delivered personally or sent by facsimile
          transmission, overnight courier, or certified, registered or express mail,
          postage prepaid. Any such notice shall be deemed given when so delivered
          personally or sent by facsimile transmission (provided that a confirmation
          copy
          is sent by overnight courier), one day after deposit with an overnight
          courier,
          or if mailed, five days after the date of deposit in the United States
          mails, as
          follows:

        


        
          	
                  To
                    Seller:

                	
                  PACIFICAP
                    ENTERTAINMENT HOLDINGS, INC.

                
	
                   

                	
                  12868
                    Via Latina

                
	
                   

                	
                  Del
                    Mar, CA

                
	
                   

                	
                  Attention:
                    Ed Litwak

                
	
                   

                	
                  Facsimile:
                    (858) 481-2207

                
	
                   

                	
                   

                
	
                  To
                    Buyer:

                	
                  COLLECTIBLE
                    CONCEPTS GROUP, INC. 

                
	
                   

                	
                  Insert
                    address

                
	
                   

                	
                   

                
	
                   

                	
                  Attention:
                    General Counsel

                
	
                   

                	
                  Facsimile:
                    

                
	
                   

                	
                   

                
	
                  With
                    a copy to:

                	
                  Sichenzia
                    Ross Friedman Ference, LLP

                
	
                   

                	
                  1065
                    Avenue of the Americas 

                
	
                   

                	
                  New
                    York, New York 10018

                
	
                   

                	
                  Attention:
                    Andrea Cataneo, Esq.

                
	
                   

                	
                  Facsimile
                    No.: (212) 930-9725

                


        

        


        


        


        Any
          notice given hereunder may be given on behalf of any Party by his counsel
          or
          other authorized representatives. The address of any Party may be changed
          on
          notice to the other Party duly served in accordance with the foregoing
          provisions.


        
          
             

          

          
            -16-

            
              

            

          

          
             

          

        


        


        


        Section
          9.3 Governing
          Law.
          This
          Agreement is made pursuant to and shall be governed and construed in accordance
          with the laws of the State of New York, without regard to the principles
          of
          conflict of laws thereof (the "Governing
          Law").
          Each
          Party, however, shall make a good faith effort to avoid litigation, and
          shall
          exhaust all possible remedies prior to resorting to formal litigation.
          Each
          Party hereto (A) hereby irrevocably and unconditionally submits to the
          exclusive
          jurisdiction of any court of the State of New York or any federal court
          sitting
          in the State of New York for purposes of any suit, action or other proceeding
          arising out of this Agreement or the subject matter hereof brought by any
          Party,
          (B) hereby waives and agrees not to assert, by way of motion, as a defense,
          or
          otherwise, in any such suit, action or proceeding, any claim that it is
          not
          subject personally to the jurisdiction of the above-named courts, that
          its
          property is exempt or immune from attachment or execution, that the suit,
          action
          or proceeding is brought in an inconvenient forum, that the venue of the
          suit,
          action or proceeding is improper or that this Agreement or the subject
          matter
          hereof may not be enforced in or by such court, and (C) hereby agrees not
          to
          assert in any such action, suit, or proceeding any right to a jury trial.
          Each
          Party hereby consents to service of process by certified mail at the address
          set
          forth in Section 8.2 and agrees that its submission to jurisdiction and
          its
          consent to service of process by mail is made for the express benefit of
          the
          other Party hereto. Final judgment against any Party, in any action, suit
          or
          proceeding shall be conclusive, and may be enforced in other jurisdictions
          (A)
          by suit, action or proceeding on the conclusive evidence of the fact and
          of the
          amount of any indebtedness or liability of the Party therein described
          or (B) in
          any other manner provided by or pursuant to the laws of such other
          jurisdiction.

        


        Section
          9.4 Entire
          Agreement.
          This
          Agreement, including the Schedules and Exhibits referred to herein and
          other
          agreements entered into in connection herewith (including, without limitation,
          the Assignment and Bill of Sale) and the other writings specifically identified
          herein or contemplated hereby, is complete, reflects the entire agreement
          of the
          Parties with respect to its subject matter, and supersedes all previous
          written
          or oral negotiations, commitments and writings. No promises, representations,
          understandings, warranties and agreements have been made by any of the
          Parties
          hereto except as referred to herein or therein in such Schedules and Exhibits
          or
          in such other writings; and all inducements to the making of this Agreement
          and
          such other agreements relied upon by either Party hereto have been expressed
          herein or in such Schedules or Exhibits or in such other writings.

        


        Section
          9.5 Assignability;
          Binding Effect.
          This
          Agreement may not be assigned by a Party (except by operation of law, in
          a
          merger or consolidation of a Party with or into a third party with a net
          worth,
          calculated in accordance with generally accepted accounting principles,
          at least
          as high as that of the assigning Party prior to the merger or consolidation)
          without the prior written consent of the other Parties hereto, which shall
          not
          be unreasonably withheld. This Agreement shall be binding upon and enforceable
          by, and shall inure to the benefit of, the Parties hereto and their respective
          heirs, successors and permitted assigns.


        
          
             

          

          
            -17-

            
              

            

          

          
             

          

        


        


        


        Section
          9.6 Execution
          in Counterparts.
          For the
          convenience of the Parties and to facilitate execution, this Agreement
          may be
          executed in two (2) or more counterparts, each of which shall be deemed
          an
          original, but all of which shall constitute one and the same document.
          Delivery
          of a telecopied version of one or more signatures on this Agreement shall
          be
          deemed adequate delivery for purposes of this Agreement. Delivery of a
          facsimile
          version of one or more signatures to this Agreement shall be deemed adequate
          delivery for purposes of this Agreement.

        


        Section
          9.7 Amendments.
          This
          Agreement may not be amended or modified, nor may compliance with any condition
          or covenant set forth herein be waived, except by a writing duly and validly
          executed by each Party hereto, or in the case of a waiver, the Party waiving
          compliance.

        


        Section
          9.8 Publicity.
           Except
          if
          and insofar as required by law (including any applicable stock exchange
          regulation), no press releases, announcements or public disclosure of the
          transactions contemplated by this Agreement, shall be made by a Party to
          this
          Agreement without the prior knowledge and written consent of the Buyer
          and
          Seller; provided that subsequent to the Closing Date Buyer shall not be
          limited
          by this provision.

        


        Section
          9.9 Agreement
          to Continue in Full Force.
          This
          Agreement shall, insofar as it remains to be performed, continue in full
          force
          and effect notwithstanding Closing.

        


        Section
          9.10 Severability.
          In the
          event that any one or more of the provisions contained in this Agreement,
          or the
          application thereof in any circumstances, is held invalid, illegal or
          unenforceable in any respect for any reason, the validity, legality and
          enforceability of any such provision in every other respect and of the
          remaining
          provisions contained in this Agreement shall not be in any way impaired
          thereby,
          it being intended that all of the rights and privileges of the Parties
          hereto
          shall be enforceable to the fullest extent permitted by law.

        



        
          
             

          

          
            -18-

            
              

            

          

          
             

          

        


        IN
          WITNESS WHEREOF, the Parties have caused this Agreement to be executed
          in their
          respective names by their respective officers duly authorized, as of the
          date
          first written above.

        


        COLLECTIBLE
          CONCEPTS GROUP, INC.

        


        


               
          By: /s/
          PAUL S. LIPSCHUTZ

                                Name:
          Paul S. Lipschutz

              
          Title: Chief Executive Officer

         

                                        PACIFICAP
          ENTERTAINMENT HOLDINGS, INC.

        


        


               
          By: /s/
          EDWARD LITWAK

        Name:
          Edward Litwak

                             Title:
          President