Exhibit 10.3

Closing/Common Stock Purchase Agreement dated December 31, 2002.


                     CLOSING/COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE  AGREEMENT (THE  "AGREEMENT") is made as of this 31st
day of December 2002, by and among ECLIPSE  ENTERTAINMENT  GROUP, INC., a Nevada
corporation  ("ECLE"),  TERRASTAR MARKETING INC., a Nevada corporation  ("TMI"),
TERRASTAR DATA CORP., a Nevada corporation ("TDC") Certain terms are used herein
as defined below in Article I or elsewhere in this Agreement.

RECITALS

WHEREAS,  ECLE is a publicly  held company with its common stock  trading on the
OTC bulletin board and is looking to acquire the stock of growing privately held
company;

WHEREAS,  TDC collectively owns all of the outstanding shares of Common Stock of
TMI (the "TMI Shares").

WHEREAS,  TMI is a growing  privately  held  company  which is desirous of being
acquired by a publicly held company;

WHEREAS,  TMI is currently subject to a licensing  agreement with TerraStar Data
Corp., which provides TMI with the exclusive license to market its devices; and

WHEREAS,  after good faith  negotiations,  ECLE,  TDC and TMI have  agreed  upon
certain terms and conditions  which will govern the sale of TMI to ECLE and have
set forth these terms and conditions in this Agreement.

AGREEMENT

NOW,  THEREFORE,  in consideration of the respective  covenants contained herein
and  intending  to be legally  bound  hereby,  and for other  good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

For convenience,  certain terms used in more than one part of this Agreement are
listed in  alphabetical  order and  defined or  referred to below (such terms as
well as any other terms  defined  elsewhere in this  Agreement  shall be equally
applicable to both the singular and plural forms of the terms defined).

"ECLE Common Stock" means the  50,000,000  authorized  shares of Common Stock of
ECLE, $0.001par value per share.

"ECLE Preferred Stock" means the 10,000,000 authorized shares of Preferred Stock
of ECLE,  $0.001par  value per share,  of which 3,000,000 have been divided into
Class A Preferred Stock with 6 to 1 voting and conversion rights.

"ECLE  Shares"  means the  shares of ECLE  Class A  Preferred  Stock with 6 to 1
voting and conversion rights to be provided in connection with the Transaction.
<PAGE>
"Affiliates"  means,  with  respect to a particular  party,  persons or entities
controlling,  controlled by or under common  control with that party,  including
but not  limited  to any  officers,  directors  of that  party  and of its other
Affiliates  and any  entity in which  that party owns more than 5% of the voting
securities on a fully diluted basis.

"Code" means the Internal Revenue Code of 1986, as amended,  and the Regulations
promulgated thereunder.

"TDC or TerraStar Data Corp." means TerraStar Data Corp., a Nevada corporation.

"TMI Assets" means all of the assets,  properties,  licenses, claims, contracts,
goodwill and rights of every kind and description,  real and personal,  tangible
and intangible,  wherever situated,  whether or not reflected in the most recent
financial  statements,  that TMI has a right,  title  or  interest  to or in and
whether or not used by TMI in the TMI Business.

"TMI  Business"  means the entire  business,  operations  and  facilities of TMI
unless otherwise specified.

"TMI  Common  Stock"  means the 1000  shares of validly  issued and  outstanding
Common Stock, with par value of $0.001 per share, held by TDC.

"TMI's  knowledge" or "ECLE's  knowledge"  means the actual  knowledge of TMI or
ECLE, as the case may be, or of any director,  officer or other  employee of TMI
or ECLE,  respectively,  and such knowledge as any of the foregoing  should have
obtained upon reasonable inquiry.

"TMI Shares" means all of the outstanding shares of TMI Common Stock.

"Encumbrances" means any lien, mortgage,  security interest, pledge, restriction
on transferability, defect of title or other claim, charge or encumbrance of any
nature whatsoever on any property or property interest.

"NGCL" means the Nevada General Corporations Law.

"Intellectual Property" is defined in Section 3.17.

"Material  Adverse  Effect"  means a material  adverse  effect on the  financial
condition,  results of operations,  liquidity,  products,  competitive position,
customers and customer relations of any Representing Party.

"Minor Contracts" is defined in Section 3.16(a).

"Non-Real Estate Leases" is defined in Section 3.9.

"Person" means any natural  person,  corporation,  partnership,  proprietorship,
association, trust or other legal entity.

"Securities  Act"  means  the  Securities  Act of  1933,  as  amended,  and  the
Regulations promulgated thereunder.

"Termination Date" is defined in Section 9.1(b).
<PAGE>
ARTICLE 2
SALE AND PURCHASE OF TMI SHARES

2.1 SALE AND PURCHASE OF TMI SHARES. Subject to the terms and conditions of this
Agreement, at the Closing, TMI and TDC shall sell, transfer,  convey, assign and
deliver to ECLE, and ECLE shall  purchase,  acquire and accept from TDC, all the
TMI Shares free and clear of all liens, claims, charges, restrictions,  equities
and encumbrances of any kind.

2.2 ISSUANCE AND TRANSFER OF SHARES. In consideration  for the TMI Shares,  ECLE
shall  issue and  deliver to TDC Three  Million  (3,000,000)  Class A  Preferred
Shares of ECLE.

2.3  CLOSING.   Unless  this  Agreement  shall  have  been  terminated  and  the
Transactions  abandoned pursuant to Article X, subject to satisfaction or waiver
of the  conditions to the  Transactions  set forth in Article VIII,  the Closing
shall  take  place  upon  satisfaction  or  waiver  of  the  conditions  to  the
Transactions  set forth in Article  VIII, at the offices of ECLE in Los Angeles,
Ca,  unless the parties  hereto agree in writing to another  date or place.  The
date on which the Closing occurs is referred to herein as the "Closing Date."

2.4 DELIVERY TO ECLE.  At the  Closing,  TDC and/or TMI will deliver to ECLE (i)
certificates  representing  the TMI  Shares,  together  with  stock  power  duly
endorsed, (ii) all such other endorsements, assignments and other instruments as
are  necessary  to vest in ECLE  title to the TMI  Shares  free and clear of any
adverse claims and (iv) all other previously  undelivered  documents required to
be  delivered  to ECLE  at or  prior  to the  Closing  in  connection  with  the
Transactions, including those contemplated by Article 8.

2.5 DELIVERY OF THE ECLE SHARES.  At the  Closing,  ECLE shall  deliver the ECLE
Shares  referred to in Section  2.02.  ECLE shall also  deliver  all  previously
undelivered  documents required hereunder to be delivered by ECLE at or prior to
the Closing, including those contemplated by Article 8.

2.6 FURTHER  ASSURANCES.  After the  Closing,  TDC, TMI and ECLE shall each from
time to time,  at the  request of a party  hereto and  without  further  cost or
expense to the requesting  party,  execute and deliver such other instruments of
conveyance and transfer and take such other actions as the requesting  party may
reasonably request, in order to more effectively consummate the Transactions and
to vest in ECLE, TDC or TerraStar  Data Corp.,  as the case may be, title to the
TMI Shares or ECLE Shares, as the case may be, being transferred hereunder.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF TMI

TMI hereby represents and warrants to ECLE as follows:

3.1 CORPORATE STATUS. TMI is a corporation duly organized,  validly existing and
in good standing  under the laws of the State of Nevada.  TMI is qualified to do
business as a foreign corporation in any jurisdiction where it is required to be
so  qualified,  except where the failure to so qualify would not have a Material
Adverse Effect. The Charter Documents and bylaws of TMI that have been delivered
to ECLE have been duly adopted and are current, correct and complete.
<PAGE>
3.2  AUTHORIZATION.  TMI has the  requisite  power and  authority to execute and
deliver  the  Transaction  Documents  to which  it is or will be a party  and to
perform the  Transactions  to be performed by it. Such  execution,  delivery and
performance by TMI has been duly authorized by all necessary  corporate  action.
The Transaction Documents executed on or before the date hereof constitute,  and
the Transaction  Documents to be executed after the date hereof will constitute,
valid and binding  obligations  of TMI,  enforceable  in  accordance  with their
terms.

3.3 CONSENTS AND APPROVALS. Except for the consents specified in Schedule
3.03 (the "Required Consents"), neither the execution and delivery by TMI of the
Transaction  Documents to which it is or will be a party, nor the performance of
the  Transactions  to be performed by TMI,  will require any filing,  consent or
approval or  constitute  a Default  under (a) any  Regulation  or Court Order to
which TMI is  subject,  (b) the  Charter  Documents  or bylaws of TMI or (c) any
Contract, Governmental Permit or other document to which TMI is a party.

3.4  CAPITALIZATION  AND STOCK OWNERSHIP.  The total authorized capital stock of
TMI  consists  of 1000 shares of TMI Common  Stock,  all of which are issued and
outstanding on the date hereof and no shares of which are issued and held by TMI
as treasury stock. There are no issued shares of Preferred Stock. All of the TMI
Shares  are duly and  validly  authorized  and  issued  to TDC,  fully  paid and
non-assessable.  TMI complied with all applicable Regulations in connection with
the issuance of all of the TMI Shares.

3.5 FINANCIAL STATEMENTS.  TMI has delivered to ECLE correct and complete copies
of TMI's unaudited financial statements consisting of (i) Balance Sheets of TMI,
and (ii) Income Statements. All such unaudited financial statements are referred
to herein  collectively as the "TMI Financial  Statements" and fairly  represent
the current financial condition of TMI.

3.6 TITLE TO TMI ASSETS AND RELATED  MATTERS.  TMI has good and marketable title
to,  or valid  leasehold  interests  in,  all of the TMI  Assets,  free from any
Encumbrances.  The use of the TMI  Assets  is not  subject  to any  Encumbrances
(other than those  specified in the preceding  sentence),  and such use does not
materially  encroach on the property or rights of anyone else. All Real Property
and  tangible  personal  property of TMI are suitable for the purposes for which
they are used, in good working  condition and reasonable  repair,  free from any
known defects,  except such minor defects that would not in the aggregate exceed
$10,000.

3.7 REAL PROPERTY.  TMI is not currently in Default under any of the Real Estate
Leases,  and TMI is not aware of any Default by any of the  lessors  thereunder.
TMI does not have an ownership interest in any Real Property.

3.8 CERTAIN  PERSONAL  PROPERTY.  Since the TMI Balance Sheet Date,  TMI has not
acquired or disposed of any items of tangible  personal  property  that have, in
each case, a carrying value in excess of $10,000. All of TMI's tangible personal
property is in good operating condition, reasonable wear and tear excepted.

3.9 NON-REAL  ESTATE  LEASES.  TMI is not  currently in Default under any of the
Non-Real  Estate  Leases,  and TMI is not  aware  of any  Default  by any of the
lessors thereunder. There are no existing Non-Real Estate Leases under which the
obligations of TMI exceed $10,000 with respect to any individual Non-Real Estate
Lease.  "Non-Real  Estate Leases" refers to any and all leases that relate to an
asset, right or property (other than Real Property) used in the operation of the
TMI Business or otherwise  possessed by TMI,  including  licenses from TerraStar
Data Corp.  and also  including,  but not  limited to all  trucks,  automobiles,
machinery, equipment, furniture and computers.

3.10  INVENTORY.  All inventory of TMI consists of items of quality and quantity
saleable in the  ordinary  course of business at regular  sales prices of TMI in
the ordinary course of its business.

3.11 TAXES. TMI has duly filed all foreign,  federal, state, local and other tax
returns  that are  required  to be filed  and that  were  due,  and has paid all
material taxes and assessments  that have become due pursuant to such returns or
pursuant to any assessment received.  All taxes and other assessments and levies
that TMI has been  required  by law to  withhold  or to  collect  have been duly
withheld  and  collected  and have  been paid  over to the  proper  governmental
<PAGE>
authorities  or are  properly  held  by  TMI  for  such  payment.  There  are no
proceedings  or other  actions,  nor is there any basis for any  proceedings  or
other actions, for the assessment and collection of additional taxes of any kind
for any period for which  returns  have or should  have been  filed.  TMI is not
being audited nor has any audit in the past five years  resulted in the claim or
imposition of any penalty or additional tax on TMI.

3.12  SUBSIDIARIES.  TMI does not own,  directly or indirectly,  any interest or
investment (whether equity or debt) in any corporation,  partnership,  business,
trust,  joint  venture or other  legal  entity,  other than shares in a publicly
traded company not exceeding 2% of the voting securities of that company.

3.13 LEGAL  PROCEEDINGS  AND COMPLIANCE WITH LAW. There is no Litigation that is
pending or threatened against or related to TMI. There has been no Default under
any Regulations applicable to TMI. There has been no Default with respect to any
Court Order applicable to TMI.

3.14 EMPLOYEE  RELATIONS.  TMI is not (a) a party to,  involved in or threatened
by,  any  labor  dispute  or  unfair  labor  practice  charge  or (b)  currently
negotiating any collective bargaining agreement, and TMI has not experienced any
work stoppage during the three years immediately preceding the execution of this
Agreement.

3.15 BENEFIT PLANS. There are no Benefit Plans sponsored or maintained by TMI or
under which TMI may be obligated.

3.16 CORPORATE  RECORDS.  The minute books of TMI contain complete,  correct and
current  copies of its  Charter  Documents  and  bylaws  and of all  minutes  of
meetings,  resolutions  and  other  proceedings  of its  Board of  Directors  or
committees  thereof and stockholders.  The stock record book of TMI is complete,
correct and current.

3.17  ABSENCE OF CERTAIN  CHANGES.  Since the TMI Balance  Sheet  Date,  TMI has
conducted the TMI Business in the ordinary course and there has not been:

(a) any material adverse change in the TMI Business or its Liabilities;

(b) any distribution or payment declared or made in respect of its capital stock
by way of dividends, purchase or redemption of shares or otherwise;

(c) any sale,  assignment or transfer of the TMI Assets,  or any additions to or
transactions  involving  any TMI Assets,  other than those made in the  ordinary
course of business;

(d) other than in the ordinary course of business,  any waiver or release of any
claim or right or cancellation of any debt held; or

3.18 CUSTOMERS AND  LICENSEES/LICENSORS.  TMI has used  commercially  reasonable
efforts to maintain,  and currently maintains,  good working  relationships with
all of its customers and  licensees/licensors.  None of such licensees/licensors
has given TMI notice  terminating,  canceling  or  threatening  to  terminate or
cancel any Contract or relationship with TMI.

3.19  FINDER'S  FEES.  No Person  retained  by TMI is or will be entitled to any
commission or finder's or similar fee in connection with the Transactions.
<PAGE>
3.20 PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is made in reliance upon
the  representations  of TDC to ECLE, which by their execution of this Agreement
each hereby  confirms,  that the ECLE Shares will be acquired for investment for
each  party's  own  account,  not as a nominee or agent,  and not with a view to
distribution  (as such term is  defined  under the  Securities  Act of 1933,  as
amended (the "Act")) of any part thereof. Each party represents that it has full
power and authority to enter into this Agreement.

3.21   RESTRICTED   SECURITIES.   TDC  understand   that  the  ECLE  Shares  are
characterized  as  "restricted  securities"  under the federal  securities  laws
inasmuch as they are being  acquired from ECLE in a transaction  not involving a
public offering and that under such laws and applicable  regulations such shares
may be resold  without  registration  under  the Act,  only in  certain  limited
circumstances. It is understood that the ECLE Shares shall bear a legend to such
effect.

3.22  ACCURACY  OF  INFORMATION.  No  representation  or  warranty by TMI in any
Transaction  Document,   and  no  information  contained  therein  or  otherwise
delivered  to ECLE in  connection  with the  Transactions,  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  contained herein or therein not misleading.  There
is no fact known to TMI that may materially  adversely  affect the TMI Assets or
the TMI  Business  that has not been set  forth in this  Agreement  or the other
documents  furnished to ECLE on or prior to the date hereof in  connection  with
the Transactions.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ECLE

EEGI hereby represents and warrants to TMI as follows:

4.1 CORPORATE STATUS. ECLE is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada.  ECLE is qualified to do
business as a foreign corporation in any jurisdiction where it is required to be
so  qualified,  except where the failure to so qualify would not have a Material
Adverse  Effect.  The  Charter  Documents  and  bylaws  of ECLE  that  have been
delivered to TMI have been duly adopted and are current, correct and complete.

4.2  AUTHORIZATION.  ECLE has the  requisite  power and authority to execute and
deliver  the  Transaction  Documents  to which  it is or will be a party  and to
perform the  Transactions  to be performed by it. Such  execution,  delivery and
performance by ECLE have been duly authorized by all necessary corporate action.
The Transaction Documents executed on or before the date hereof constitute,  and
the Transaction  Documents to be executed after the date hereof will constitute,
valid and binding  obligations  of ECLE,  enforceable  in accordance  with their
terms.

4.3 CONSENTS AND  APPROVALS.  Neither the  execution and delivery by ECLE of the
Transaction  Documents to which it is or will be a party, nor the performance of
the  Transactions to be performed by ECLE,  will require any filing,  consent or
approval or  constitute  a Default  under (a) any  Regulation  or Court Order to
which ECLE is subject,  (b) the Charter  Documents  or bylaws of ECLE or (c) any
Contract, Governmental Permit or other document to which ECLE is a party.
<PAGE>
4.4  CAPITALIZATION  AND STOCK OWNERSHIP.  The total authorized capital stock of
ECLE currently  consists of 50,000,000  shares of Common Stock with par value of
$0.001 per share,  18,179,321  of which are issued and  outstanding  on the date
hereof  and no shares of which are issued  and held by ECLE as  treasury  stock.
ECLE has caused its authorized  capital stock to be increased to consist of: (a)
50,000,000  shares of Common  Stock  with par value of  $0.001  per  share;  (b)
10,000,000  shares of  Preferred  Stock with par value of $0.001  per share,  of
which 3,000,000  shares have been divided into Class A Preferred Stock with 6 to
1 voting  and  conversion  rights.  There  will be  3,000,000  shares of Class A
Preferred  Stock  issued  as  of  the  Closing  Date  in  connection  with  this
Transaction.  All of the ECLE Shares are duly and validly authorized and issued,
fully paid and  non-assessable.  Schedule 4.04 correctly lists the record owners
of all of the ECLE Shares.  ECLE complied  with all  applicable  Regulations  in
connection with the issuance of all of the ECLE Shares.

4.5 FINANCIAL STATEMENTS.  ECLE has delivered to TMI correct and complete copies
of ECLE's latest 10SB;  10KSB;  10QSB; 8K, along with the last six (6) months of
press releases and all other relevant materials. Additionally, ECLE has provided
TMI with its audited  financial  statements  consisting of (i) Balance Sheets of
ECLE for the years ending 1999,  2000 and 2001,  and (ii) Income  Statements for
the years ending 1999, 2000 and 2001. All such audited financial  statements are
referred to herein collectively as the "ECLE Financial Statements."

4.6 TITLE TO ECLE ASSETS AND RELATED MATTERS. ECLE has good and marketable title
to, or valid  leasehold  interests  in,  all of the ECLE  Assets,  free from any
Encumbrances  The use of the ECLE Assets is not subject to any  Encumbrances and
such use does not materially  encroach on the property or rights of anyone else.
All Real  Property and tangible  personal  property of ECLE are suitable for the
purposes  for which they are used,  in good  working  condition  and  reasonable
repair, free from any known defects, except such minor defects that would not in
the aggregate exceed $10,000.

4.7 REAL PROPERTY. ECLE is not currently in Default under any of the Real Estate
Leases,  and ECLE is not aware of any Default by any of the lessors  thereunder.
Excepted as listed on Schedule 4.07, ECLE does not have an ownership interest in
any Real Property.

4.8 CERTAIN PERSONAL  PROPERTY.  Since the ECLE Balance Sheet Date, ECLE has not
acquired or disposed of any items of tangible  personal  property  that have, in
each  case,  a  carrying  value in excess  of  $10,000.  All of ECLE's  tangible
personal  property  is in good  operating  condition,  reasonable  wear and tear
excepted.

4.9 ABSENCE OF UNDISCLOSED LIABILITIES.  ECLE does not have any Liabilities, and
none of the ECLE Assets is subject to any Liabilities.

4.10 TAXES. ECLE has duly filed all foreign, federal, state, local and other tax
returns  that are  required  to be filed  and that  were  due,  and has paid all
material taxes and assessments  that have become due pursuant to such returns or
pursuant to any assessment received.  All taxes and other assessments and levies
that ECLE has been  required  by law to  withhold  or to collect  have been duly
withheld  and  collected  and have  been paid  over to the  proper  governmental
authorities  or are  properly  held by  ECLE  for  such  payment.  There  are no
proceedings  or other  actions,  nor is there any basis for any  proceedings  or
other actions, for the assessment and collection of additional taxes of any kind
for any period for which  returns  have or should have been  filed.  ECLE is not
being audited nor has any audit in the past five years  resulted in the claim or
imposition of any penalty or additional tax on ECLE.

4.11 LEGAL  PROCEEDINGS  AND COMPLIANCE WITH LAW. There is no Litigation that is
pending or  threatened  against  or  related to ECLE.  There has been no Default
under any Regulations applicable to ECLE. There has been no Default with respect
to any Court Order applicable to ECLE.
<PAGE>
4.12 PATENTS AND OTHER  INTELLECTUAL  PROPERTY.  To the best  knowledge of ECLE,
ECLE neither  currently  uses nor has used in the operation of the ECLE Business
during the three years  immediately  preceding the  execution of this  Agreement
(including in the development or marketing of products and services) any patent,
trademark,  trade name, service mark, copyright,  trade secret or know-how, with
the exception of the ECLE film assets. ECLE is not infringing upon or unlawfully
or wrongfully using any patent,  trademark,  trade name, service mark, copyright
or trade  secret owned or claimed by another  Person.  ECLE has not received any
notice  of any claim of  infringement  or any other  claim or  proceeding,  with
respect to any such patent,  trademark,  trade name, service mark,  copyright or
trade secret.  No current or former employee of ECLE and no other Person owns or
has any proprietary,  financial or other interest,  direct or indirect, in whole
or in part, in any of the Intellectual Property, or in any application therefor.

4.13 EMPLOYEE  RELATIONS.  ECLE is not (a) a party to, involved in or threatened
by,  any  labor  dispute  or  unfair  labor  practice  charge  or (b)  currently
negotiating any collective  bargaining  agreement,  and ECLE has not experienced
any work stoppage during the three years immediately  preceding the execution of
this Agreement.

4.14 BENEFIT PLANS.  There are no Benefit Plans  sponsored or maintained by ECLE
or under which ECLE may be obligated.

4.15 CORPORATE RECORDS.  The minute books of ECLE contain complete,  correct and
current  copies of its  Charter  Documents  and  bylaws  and of all  minutes  of
meetings,  resolutions  and  other  proceedings  of its  Board of  Directors  or
committees thereof and stockholders.  The stock record book of ECLE is complete,
correct and current.

4.16 ABSENCE OF CERTAIN  CHANGES.  Since the ECLE Balance  Sheet Date,  ECLE has
conducted the ECLE Business in the ordinary course and there has not been:

(a) any material adverse change in the ECLE Business or its Liabilities;

(b) any distribution or payment declared or made in respect of its capital stock
by way of dividends, purchase or redemption of shares or otherwise;

(c) any sale,  assignment or transfer of the ECLE Assets, or any additions to or
transactions  involving  any ECLE Assets,  other than those made in the ordinary
course of business;

(d) other than in the ordinary course of business,  any waiver or release of any
claim or right or cancellation of any debt held; or

4.17 PREVIOUS SALES;  WARRANTIES.  To the best knowledge of ECLE, all goods sold
or  distributed  and  services  performed  by  ECLE  were  of  merchantable  and
satisfactory  quality,  and  ECLE  has  not  breached  any  express  or  implied
warranties  in  connection  with  the sale or  distribution  of such  goods  and
performances of such services.

4.18 CUSTOMERS.  ECLE has used commercially  reasonable efforts to maintain, and
currently  maintains,  good working  relationships with all of its customers and
licensees.

4.19  FINDER'S  FEES.  No Person  retained by ECLE is or will be entitled to any
commission or finder's or similar fee in connection with the Transactions.

4.20  ACCURACY  OF  INFORMATION.  No  representation  or warranty by ECLE in any
Transaction  Document,   and  no  information  contained  therein  or  otherwise
delivered  to ECLE in  connection  with the  Transactions,  contains  any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  contained herein or therein not misleading.  There
is no fact known to ECLE that may materially adversely affect the ECLE Assets or
the ECLE  Business  that has not been set forth in this  Agreement  or the other
documents  furnished to ECLE on or prior to the date hereof in  connection  with
the Transactions.
<PAGE>
ARTICLE V
COVENANTS OF TMI

5.1 OPERATION OF THE TMI BUSINESS.

(a) From the date hereof to the  Closing,  TMI shall  conduct  the TMI  Business
solely in the ordinary course,  and shall refrain from the following  actions in
furtherance of and in addition to such  restriction  (except as  contemplated by
this  Agreement):   amending  its  Charter  Documents  or  bylaws;   merging  or
consolidating  with,  or  acquiring  all or  substantially  all of, or otherwise
acquiring any business operations of, any Person; selling or otherwise disposing
of any TMI Assets other than in the ordinary course;  entering into any Contract
or otherwise  incurring any Liability,  even if in the ordinary course, if TMI's
executory  obligation in any such  individual  case, or series of related cases,
exceeds  $1,000,  except  that  entering  into  contracts  to provide  events is
permitted  without  restriction;  discharging or satisfying  any  Encumbrance or
paying or satisfying any material Liability except pursuant to the terms thereof
or  compromising,   settling  or  otherwise  modifying  any  material  claim  or
litigation;  or making any capital expenditure involving in any individual case,
or series of related cases, more than $1,000.

(b) From and after the  Closing,  TMI shall cease to conduct any business in the
field of computer product marketing except as a wholly owned subsidiary of ECLE.

5.2 STOCKHOLDER MEETING. TMI shall cause a meeting of its stockholders (the "TMI
Stockholder  Meeting")  to be  duly  called  and  held  as  soon  as  reasonably
practicable  for the purpose of voting on the approval of this Agreement and the
Transactions.  In connection with such meeting,  TMI (a) will use all reasonable
efforts to obtain the necessary  approvals by its stockholders of this Agreement
and the Transactions  and (b) will otherwise comply with all legal  requirements
applicable to such meeting.

5.3  ACCESS.  TMI  shall  give  ECLE  and its  accountants,  counsel  and  other
representatives  full access,  without  unreasonably  interfering  with business
operations,  to all  properties,  books,  Contracts and records of TMI and shall
furnish to ECLE all such  documents,  records and information as ECLE shall from
time to time reasonably request.

5.4 NO OTHER  NEGOTIATIONS.  Until the earlier of the Closing or the termination
of this Agreement, TMI shall not (a) solicit, encourage, directly or indirectly,
any inquiries, discussions or proposals for, (b) continue, propose or enter into
any  negotiations or discussions  looking toward or (c) enter into any agreement
or understanding providing for any acquisition of any capital stock of TMI or of
any part of the TMI Assets or the TMI Business,  other than as  contemplated  or
authorized  hereby,  nor shall TMI provide any  information to any Person (other
than  as  contemplated  by  Section  5.3)  for  the  purpose  of  evaluating  or
determining  whether  to make or pursue any such  inquiries  or  proposals  with
respect to any such acquisition.  TMI shall immediately  notify ECLE of any such
inquiries or proposals or requests for information  for such purpose.  TMI shall
use commercially reasonable efforts to cause the directors, officers, employees,
agents and other  representatives of TMI to comply,  with the provisions of this
Section 5.4.

5.5  MAINTENANCE  OF THE TMI ASSETS.  TMI shall continue to maintain and service
the TMI  Assets  consistent  with past  practice.  TMI shall  not,  directly  or
indirectly, sell or encumber all or any part of the TMI Assets, other than sales
in  the  ordinary  course  of  business,  or  initiate  or  participate  in  any
discussions  or  negotiations  or  enter  into  any  agreement  to do any of the
foregoing.

5.6  EMPLOYEES AND BUSINESS  RELATIONS.  TMI shall use  commercially  reasonable
efforts to keep  available  the  services of its current  employees,  licensees,
independent  contractors  and agents and to maintain its  relations and goodwill
with its  suppliers,  customers,  distributors  and any others  having  business
relations with it.
<PAGE>
5.7 CONFIDENTIALITY. Prior to and after the Closing, TMI will hold, and will use
commercially  reasonable  efforts to cause the officers,  directors,  employees,
accountants,  counsel,  consultants,  advisors  and  agents  of TMI to hold,  in
confidence,  unless compelled to disclose by judicial or administrative  process
or by other  requirements  of law, all  confidential  documents and  information
concerning ECLE furnished to TMI in connection with the Transactions,  except to
the extent that such  information can be shown to have been (a) previously known
on a non-confidential basis by TMI, (b) in the public domain through no fault of
TMI or (c) later acquired by TMI from sources other than ECLE so long as, to the
knowledge  of TMI,  such sources are not subject to a  contractual  or fiduciary
duty of confidentiality with respect to such information;  provided that TMI may
disclose such information to its officers,  directors,  employees,  accountants,
counsel, consultants, advisors and agents in connection with the Transactions so
long as such  Persons  are  informed by TMI of the  confidential  nature of such
information  and are directed by TMI to treat such  information  confidentially.
The  obligation  of TMI to hold  any such  information  in  confidence  shall be
satisfied if it exercises the same care with respect to such  information  as it
would take to preserve the  confidentiality of its own similar  information.  If
this Agreement is terminated,  TMI will,  and will use  commercially  reasonable
efforts  to cause the  officers,  directors,  employees,  accountants,  counsel,
consultants,  advisors  and  agents of TMI to,  destroy  or  deliver to ECLE all
documents and other materials, and all copies thereof, obtained by TMI or on its
behalf  from ECLE in  connection  with this  Agreement  that are subject to such
confidence.

5.8 FULFILLMENT OF CONDITIONS.  TMI shall use commercially reasonable efforts to
fulfill the conditions specified in Article 7 to the extent that the fulfillment
of such conditions is within its control.  The foregoing obligation includes (a)
the  execution  and  delivery  of the  Transaction  Documents  and (b) taking or
refraining  from such actions as may be  necessary  to fulfill  such  conditions
(including  conducting  the TMI Business in such manner that on the Closing Date
the  representations and warranties of TMI contained herein shall be accurate as
though then made, except as contemplated by the terms hereof).

5.9  DISCLOSURE  OF CERTAIN  MATTERS.  During the  period  from the date  hereof
through the Closing Date, TMI shall give ECLE prompt written notice of any event
or  development  that  occurs  that (a) had it existed or been known on the date
hereof would have been required to be disclosed under this Agreement,  (b) would
cause any of the  representations  and warranties of TMI contained  herein to be
inaccurate or otherwise misleading, (c) gives TMI any reason to believe that any
of the  conditions  set forth in  Article 7 will not be  satisfied  prior to the
Termination Date, or (d) is of a nature that is or may be materially  adverse to
the operations, prospects or condition (financial or otherwise) of TMI.

5.10 SATISFACTION OF LIABILITIES.  Except as otherwise  prohibited herein, prior
to and after the Closing,  TMI will perform all of its obligations,  contractual
or otherwise,  and discharge all of its Liabilities in accordance with the terms
thereof.

5.11 NO VIOLATION OF SECURITIES  LAWS. TMI will not sell,  transfer or otherwise
dispose of any of the ECLE Shares in violation of the Securities Act.

5.12  EXPENSES.  TMI shall pay all of the legal,  accounting  and other expenses
incurred by TMI in connection with the Transactions.

ARTICLE 6
COVENANTS OF ECLE

6.1 OPERATION OF THE ECLE  BUSINESS.  From the date hereof to the Closing,  ECLE
shall conduct the ECLE Business solely in the ordinary course, and shall refrain
from the following actions in furtherance of and in addition to such restriction
(except as contemplated by this  Agreement):  amending its Charter  Documents or
bylaws; merging or consolidating with, or acquiring all or substantially all of,
or  otherwise  acquiring  any  business  operations  of, any Person;  selling or
otherwise  disposing  of any ECLE  Assets  other  than in the  ordinary  course;
entering into any Contract or otherwise incurring any Liability,  even if in the
ordinary course, if ECLE's executory  obligation in any such individual case, or
series of related cases, exceeds $1,000,  except that entering into contracts to
provide events is permitted without  restriction;  discharging or satisfying any
Encumbrance or paying or satisfying any material  Liability  except  pursuant to
the terms thereof or compromising,  settling or otherwise modifying any material
claim  or  litigation;  or  making  any  capital  expenditure  involving  in any
individual case, or series of related cases, more than $1,000.
<PAGE>
6.2 STOCKHOLDER  MEETING.  ECLE shall cause a meeting of its  stockholders  (the
"ECLE  Stockholder  Meeting")  to be duly called and held as soon as  reasonably
practicable  for the purpose of voting on the approval of this Agreement and the
Transactions.  In connection with such meeting, ECLE (a) will use all reasonable
efforts to obtain the necessary  approvals by its stockholders of this Agreement
and the Transactions  and (b) will otherwise comply with all legal  requirements
applicable to such meeting.

6.3  ACCESS.  ECLE  shall  give  TMI  and its  accountants,  counsel  and  other
representatives  full access,  without  unreasonably  interfering  with business
operations,  to all properties,  books,  Contracts and records of ECLE and shall
furnish to TMI all such  documents,  records and  information  as TMI shall from
time to time reasonably request.

6.4 NO OTHER  NEGOTIATIONS.  Until the earlier of the Closing or the termination
of  this  Agreement,  ECLE  shall  not  (a)  solicit,  encourage,   directly  or
indirectly,  any inquiries,  discussions or proposals for, (b) continue, propose
or enter into any  negotiations or discussions  looking toward or (c) enter into
any  agreement or  understanding  providing for any  acquisition  of any capital
stock of ECLE or of any part of the ECLE Assets or the ECLE Business, other than
as contemplated or authorized  hereby, nor shall ECLE provide any information to
any  Person  (other  than as  contemplated  by Section  6.3) for the  purpose of
evaluating  or  determining  whether  to make or pursue  any such  inquiries  or
proposals with respect to any such acquisition.  ECLE shall  immediately  notify
TMI of any such  inquiries or proposals  or requests  for  information  for such
purpose. ECLE shall use commercially  reasonable efforts to cause the directors,
officers, employees, agents and other representatives of TMI to comply, with the
provisions of this Section 6.4.

6.5 MAINTENANCE OF THE ECLE ASSETS.  ECLE shall continue to maintain and service
the ECLE  Assets  consistent  with past  practice.  ECLE shall not,  directly or
indirectly,  sell or  encumber  all or any part of the ECLE  Assets,  other than
sales in the ordinary  course of  business,  or initiate or  participate  in any
discussions  or  negotiations  or  enter  into  any  agreement  to do any of the
foregoing.

6.6 EMPLOYEES AND BUSINESS  RELATIONS.  ECLE shall use  commercially  reasonable
efforts to keep  available  the  services of its current  employees,  licensees,
independent  contractors  and agents and to maintain its  relations and goodwill
with its  suppliers,  customers,  distributors  and any others  having  business
relations with it.

6.7  CONFIDENTIALITY.  Prior  to the  Closing,  ECLE  will  hold,  and  will use
commercially  reasonable  efforts to cause the officers,  directors,  employees,
accountants,  counsel,  consultants,  advisors  and  agents of ECLE to hold,  in
confidence,  unless compelled to disclose by judicial or administrative  process
or by other  requirements  of law, all  confidential  documents and  information
concerning TMI furnished to ECLE in connection with the Transactions,  except to
the extent that such  information can be shown to have been (a) previously known
on a  non-confidential  basis by ECLE, (b) in the public domain through no fault
of ECLE or (c) later acquired by ECLE from sources other than TMI so long as, to
the  knowledge  of ECLE,  such  sources  are not  subject  to a  contractual  or
fiduciary duty of  confidentiality  with respect to such  information;  provided
that ECLE may disclose such information to its officers,  directors,  employees,
accountants,  counsel,  consultants,  advisors and agents in connection with the
Transactions  so long as such Persons are  informed by ECLE of the  confidential
nature of such  information  and are directed by ECLE to treat such  information
confidentially.  The  obligation  of  ECLE  to  hold  any  such  information  in
confidence shall be satisfied if it exercises the same care with respect to such
information as it would take to preserve the  confidentiality of its own similar
information.   If  this  Agreement  is  terminated,  ECLE  will,  and  will  use
commercially  reasonable  efforts to cause the officers,  directors,  employees,
accountants,  counsel,  consultants,  advisors and agents of ECLE to, destroy or
deliver  to TMI all  documents  and other  materials,  and all  copies  thereof,
obtained by ECLE or on its behalf  from TMI in  connection  with this  Agreement
that are subject to such confidence.

6.8 EXPENSES.  ECLE shall pay all of the legal,  accounting  and other  expenses
incurred by ECLE in connection with the Transactions.
<PAGE>
6.9 FULFILLMENT OF CONDITIONS.  From the date hereof to the Closing,  ECLE shall
use  commercially  reasonable  efforts to fulfill the  conditions  specified  in
Article 7 to the extent that the  fulfillment  of such  conditions is within its
control. The foregoing obligation includes (a) the execution and delivery of the
Transaction  Documents and (b) taking or refraining  from such actions as may be
necessary to fulfill such conditions  (including  conducting the business of TMI
in such manner that on the Closing Date the  representations  and  warranties of
TMI contained herein shall be accurate as though then made).

6.10 BOARD OF  DIRECTORS  MEETING.  ECLE  shall  cause a meeting of its Board of
Directors (the "ECLE  Directors  Meeting") to be duly called and held as soon as
reasonably  practicable  for the  purpose  of  voting  on the  approval  of this
Agreement and the Transactions.

6.11  DISCLOSURE  OF CERTAIN  MATTERS.  During the period  from the date  hereof
through the Closing Date, ECLE shall give TMI prompt written notice of any event
or  development  that  occurs  that (a) had it existed or been known on the date
hereof would have been required to be disclosed under this Agreement,  (b) would
cause any of the  representations  and warranties of ECLE contained herein to be
inaccurate or otherwise  misleading or (c) gives ECLE any reason to believe that
any of the conditions set forth in Article 7 will not be satisfied  prior to the
Termination Date.

ARTICLE 7
CONDITIONS PRECEDENT TO THE TRANSACTIONS

7.1 CONDITIONS TO OBLIGATIONS OF ECLE. The obligations of ECLE to consummate the
Transactions  shall be subject to the  satisfaction or waiver,  on or before the
Closing, of each of the following conditions:

(a) TMI  STOCKHOLDER  APPROVAL.  The  Transactions  shall have been approved and
adopted by TDC of TMI in accordance  with TMI's  Articles of  Incorporation  and
bylaws.

(b)  REPRESENTATIONS  AND WARRANTIES TRUE. The representations and warranties of
TMI contained  herein shall be true and correct in all material  respects at and
as  of  the  date   hereof  and  at  and  as  of  the  Closing  as  though  such
representations and warranties were made again at and as of the Closing,  except
for changes contemplated by this Agreement.

(c) PERFORMANCE.  TMI shall have performed and complied in all material respects
with the  agreements  contained  in this  Agreement  required to be performed or
complied with by it on or prior to the Closing.

(d) CONSENTS AND APPROVALS.  TMI shall have obtained all  governmental and third
party  consents and approvals  necessary,  proper or advisable to consummate the
Transactions,  except for those which would not have a Material  Adverse Effect.
Such third party consents shall include the Required Consents.

(e) NO GOVERNMENTAL ORDER OR REGULATION. There shall not be in effect any order,
decree or injunction  (whether  preliminary,  final or  appealable)  of a United
States federal or state court of competent jurisdiction, and no Regulation shall
have been enacted or  promulgated by any  governmental  authority or agency that
prohibits consummation of the Transactions.

(f) OTHER DOCUMENTS. ECLE shall have received executed copies of all Transaction
Documents to which TMI or any TMI stockholder is a party to the extent that they
shall not have been received prior to the Closing.  ECLE shall have received all
other documents required under the terms of any of the Transaction Documents and
any other documents reasonably requested on or prior to the Closing Date.

7.2 CONDITIONS TO  OBLIGATIONS OF TMI. The  obligations of TMI to consummate the
Transactions  shall be subject to the  satisfaction or waiver,  on or before the
Closing, of each of the following conditions:

(a)  REPRESENTATIONS  AND WARRANTIES TRUE. The representations and warranties of
ECLE contained herein shall be true and correct in all material  respects at and
as of  the  date  when  made  and  at  and as of  the  Closing  as  though  such
representations and warranties were made again at and as of the Closing,  except
for changes contemplated by this Agreement.

(b) PERFORMANCE. ECLE shall have performed and complied in all material respects
with the  agreements  contained  in this  Agreement  required to be performed or
complied with by them on or prior to the Closing.
<PAGE>
(c) NO GOVERNMENTAL ORDER OR REGULATION. There shall not be in effect any order,
decree or injunction  (whether  preliminary,  final or  appealable)  of a United
States federal or state court of competent jurisdiction, and no Regulation shall
have been enacted or promulgated by any governmental  authority or agency,  that
prohibits consummation of the Transactions.

(d) OTHER DOCUMENTS.  TMI shall have received executed copies of all Transaction
Documents  to which ECLE is a party to the extent  that they shall not have been
received  prior to the  Closing.  TMI shall have  received  all other  documents
required  under  the  terms of any of the  Transaction  Documents  and any other
documents reasonably requested on or prior to the Closing Date.

ARTICLE 9
TERMINATION

9.1 GROUNDS FOR TERMINATION.  This Agreement may be terminated at any time prior
to the Closing Date:

(a) by mutual written consent of ECLE, TMI or TDC;

(b) by either  ECLE,  TMI or TDC, if the Closing has not occurred by January 31,
2003  (such  date,  as it may be  extended  from  time to  time  by the  written
agreement of ECLE, TMI or TDC, is referred to herein as the "Termination Date");
provided,  however,  that the  right to  terminate  this  Agreement  under  this
paragraph  (b) of  Section  9.1 shall  not be  available  to any party  that has
breached any of its covenants, representations or warranties in this Agreement;

(c) by TMI, if ECLE shall have  breached any of its  covenants  hereunder in any
material respect or if the  representations  and warranties of ECLE contained in
this  Agreement  shall not be true and  correct,  except for such changes as are
contemplated by this Agreement,  in all material respects,  and in either event,
if such  breach is subject to cure,  ECLE has not cured  such  breach  within 10
business days of TMI's notice of an intent to terminate;

(d) by ECLE, if TMI or TDC shall have breached any of its covenants hereunder in
any material respect or if the  representations  and warranties of TMI contained
in this Agreement shall not be true and correct,  except for such changes as are
contemplated by this Agreement,  in all material respects,  and in either event,
if such  breach is subject  to cure,  TMI has not cured  such  breach  within 10
business days of ECLE's notice of an intent to terminate; or

(e) by TMI,  if at the ECLE  Stockholder  Meeting  (including  any  adjournments
thereof),  this  Agreement  and the  Transactions  shall fail to be approved and
adopted by the  affirmative  vote of the holders of ECLE Common  Stock  required
under the NGCL.

9.2 EFFECT OF TERMINATION.  If this Agreement is terminated  pursuant to Section
9.1,  the  agreements  contained  in  Sections  5.7 and 6.7  shall  survive  the
termination  hereof.  In  addition,  any party may pursue any legal or equitable
remedies  that may be  available  if such  termination  is based on a breach  of
another party.
<PAGE>
ARTICLE 10
CONTENTS OF AGREEMENT, AMENDMENT, PARTIES IN INTEREST, ASSIGNMENT, ETC.

This  Agreement sets forth the entire  understanding  of the parties hereto with
respect to the subject matter hereof. This Agreement may be amended, modified or
supplemented  only by a written  instrument duly executed by each of the parties
hereto.  This Agreement shall be binding upon and inure to the benefit of and be
enforceable  by the  respective  heirs,  legal  representatives,  successors and
permitted  assigns of the parties  hereto.  No party  hereto  shall  assign this
Agreement or any right, benefit or obligation  hereunder.  Any term or provision
of this Agreement may be waived at any time by the party entitled to the benefit
thereof by a written  instrument duly executed by such party. The parties hereto
shall  execute  and  deliver  any and all  documents  and take any and all other
actions that may be deemed reasonably  necessary by their respective  counsel to
complete the Transactions.

ARTICLE 11
INTERPRETATION

Unless the context of this Agreement clearly requires otherwise,  (a) references
to the plural include the singular, the singular the plural, the part the whole,
(b)  "or" has the  inclusive  meaning  frequently  identified  with  the  phrase
"and/or" and (c) "including"  has the inclusive  meaning  frequently  identified
with the phrase "but not limited to." The section and other  headings  contained
in this  Agreement  are for  reference  purposes  only and shall not  control or
affect the construction of this Agreement or the  interpretation  thereof in any
respect.  Section,  subsection,  schedule  and  exhibit  references  are to this
Agreement unless otherwise  specified.  Each accounting term used herein that is
not specifically defined herein shall have the meaning given to it under GAAP.

ARTICLE 12
NOTICES

All notices  that are required or  permitted  hereunder  shall be in writing and
shall be sufficient if personally  delivered or sent by mail,  facsimile message
or Federal Express or other delivery service.  Any notices shall be deemed given
upon the earlier of the date when  received  at, or the third day after the date
when sent by registered or certified mail or the day after the date when sent by
Federal  Express  to, the  address or fax number set forth  below,  unless  such
address or fax number is changed by notice to the other party hereto:

IF TO ECLE:
To the address set out above

IF TO TMI:

Suite JJ1
74-040 Hwy 111
Palm Desert Ca. 92260

IF TO TDC:

Suite JJ1
74-040 Hwy 111
Palm Desert Ca. 92260
<PAGE>
ARTICLE 13
GOVERNING LAW

This Agreement shall be construed and interpreted in accordance with the laws of
the State of Nevada,  without  regard to its provisions  concerning  conflict of
laws.

ARTICLE 14
COUNTERPARTS

This Agreement may be executed in two or more counterparts,  each of which shall
be binding as of the date first written above, and all of which shall constitute
one and the same instrument.  Each such copy shall be deemed an original, and it
shall not be necessary  in making proof of this  Agreement to produce or account
for more than one such counterpart.

ARTICLE 15
SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All  representations  and  warranties  made by any  party in this  Agreement  or
pursuant hereto shall survive the Closing hereunder and any investigation at any
time  made by or on  behalf  of the  other  party  and for a period  of one year
following the Closing.

ARTICLE 16
REMEDIES CUMULATIVE

The remedies  provided herein shall be cumulative and shall not preclude a party
from asserting any other rights or seeking any other remedies  against the other
party or its successors or assigns.

ARTICLE 17
SEVERABILITY

The invalidity of any one or more of the words, phrases,  sentences,  clauses or
sections  contained in this Agreement shall not affect the enforceability of the
remaining  portions  of this  Agreement  or any part  thereof,  all of which are
inserted  conditionally  on their being valid in law, and, in the event that any
one or more of the words,  phrases,  sentences,  clause or sections contained in
this Agreement shall be declared  invalid,  this Agreement shall be construed as
if such invalid word or words, phrase or phrases, sentence or sentences,  clause
or clauses, or section or sections had not been inserted.  If such invalidity is
caused  by  length  of time or size of area,  or  both,  the  otherwise  invalid
provision  will be considered to be reduced to a period or area which would cure
such invalidity.

ARTICLE 19
ARBITRATION

The parties agree that all disputes,  claims, and controversies between or among
them arising from or relating to this  Agreement  shall be  arbitrated  in Clark
County, Nevada,  pursuant to the Rules of the American Arbitration  Association,
upon the request of any party.

ARTICLE 20
TAX FREE EXCHANGE

It is understood that the parties intend that this transaction  represents a tax
free exchange under the Internal  Revenue Code.  However,  this Agreement is not
contingent upon a ruling from the Internal  Revenue Service (the "IRS") that the
transactions contemplated herein constitute a tax free exchange and the parties'
agreements  herein  are  effective  and  binding  on  them  irrespective  of any
favorable or negative ruling from the IRS.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of
the day and year first written above.

ECLIPSE ENTERTAINMENT GROUP, INC.
A NEVADA CORPORATION

By:
    --------------------------------
Name:
Title:

TERRASTAR MARKETING INC.
A NEVADA CORPORATION

By:
    --------------------------------
Name: Gary Campbell
Title: CEO and Chairman

TERRASTAR DATA CORP.
A NEVADA CORPORATION

By:
    --------------------------------
Name: Gary Campbell
Title: CEO and Chairman