SOFTWARE MARKETING AGREEMENT


     This  SOFTWARE  MARKETING AGREEMENT (this "Agreement"), dated May 15, 1999,
is  made  and  entered  into by and between Coherence Technology Inc, a Delaware
corporation  (hereinafter  referred  to  as  "COHERENCE"), and Sharp Technology,
Inc.,  a  Delaware  corporation  (hereinafter  referred  to  as  "SHARP").

COHERENCE  and  SHARP  hereby  agree  as  follows:

Section  1

PURPOSE

     This  Agreement sets forth the terms and conditions under which SHARP shall
provide,  and  COHERENCE  shall  receive,  assistance  in  marketing the Program
Offering.

     The  Program Offering consists of a desktop software program referred to as
"Dr.  Y2K"  in  executable  or  usable  form  and  further  described  as:

Dr.  Y2K  is  a  desktop  application  which  tests  the  BIOS and O/S clocks on
standard  Windows  based  PC's  to  see  that  they  are  Year  2000  compliant.

     The  Program  Offering  is  a set of Copyable Materials, which consist of a
custom set of program code, provided to SHARP in copyable form for SHARP to copy
for  redistribution  by U S West Communications Inc., and covered by an End-User
Agreement  requiring  execution  by  the  End-User,  and  COHERENCE,  prior  to
productive  use  of  the  program.

Section  2

SCOPE  OF  MARKETING  AND  SERVICE

     COHERENCE  hereby  grants SHARP a nonexclusive right and license to market,
and otherwise distribute an unlimited number of copies of the Copyable Materials
in  connection with its redistribution contract with US West Communications Inc.
The foregoing includes all rights necessary for (1) copying and distributing the
Copyable  Materials via CD distribution or web site download for purposes of the
sale  or  license to End-Users in the geographic territories covered by U S West
Communications,  Inc.  during the period from June 20, 1999 to December 31, 2000
(hereinafter  referred  to  as  the  "Territory"  and  the  "Time-frame");  (2)
conducting demonstration or training activities in support of such distribution;
and  (3)  providing incremental support for End-Users in addition to the support
services  guaranteed  by  COHERENCE.

Section  3

END-USER  AGREEMENT

     COHERENCE  shall  cause  each  End-User  to  receive  an End-User Agreement
covering  the  Program Offering it is providing. The End-User Agreement shall be
substantially  in  the  form  of  the  agreement COHERENCE currently uses as its
standard domestic end-user agreement. The End-User Agreement shall be authorized
for  execution  by  each  End-User  without  any  requirement  of  execution  by
COHERENCE,  so  that  it  becomes  effective  upon  execution  by  the End-User.

Section  4

COHERENCE'S  SUPPORT  OBLIGATIONS

     4.1  Direct  Services.  COHERENCE  shall  make available and provide to the
End-Users  generated  by this Agreement, the types of maintenance and support it
provides  to  its  best  class  of  End-User. SHARP is authorized to provide any
further  types  of  maintenance and support for the benefit of End-Users, at its
own  expense  through  the  use  of  its  own  resources.

     4.3 Updated Versions. COHERENCE shall make, introduce, and provide to SHARP
for  distribution  updated  versions  of  the Program Offering, including fixes,
enhancements,  and  new releases or editions, of the same nature and on the same
timetable  as  the  updated  versions  made  and  introduced with respect to the
Owner's  other  versions of the Program Offering, if any. COHERENCE shall notify
SHARP  as  soon  as  possible  when  such  updated  versions  are  introduced.


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Section  5

Intentionally  left  blank.

Section  6

PAYMENT  TERMS  AND  CUSTOMER  SHARING

     6.1  Payments for Programs. In exchange for all rights and licenses granted
in  this  agreement,  SHARP  shall pay to COHERENCE the sum of One Hundred Fifty
Thousand  Dollars  ($150,000),  in  cash.  The  first  payment of Fifty Thousand
Dollars  ($50,000)  shall  be due and payable on January 15, 2000. The remaining
$100,000  shall  be  paid into two equal installments of $50,000  to be paid not
later  than  April  15,  2000 and July 15, 2000 respectively. In the event SHARP
elects  to  pay  the entire cash amount due before the close of business January
15,  1999,  they  will  enjoy  an  early  pay discount in the amount of $25,000.

In  addition,  Sharp  herewith  grants an Option to COHERENCE to purchase 50,000
shares  of SHARP's common stock at an exercise price of 25 cents per share when,
and  if,  SHARP  becomes  a  publicly  traded  company.

     6.2  Customer  Sharing. The customers who accept the Program Offering under
the  terms  of  this  agreement,  shall  be  considered  to be shared customers.
Customer information shall be shared between the two companies within 15 days of
the  date  such  customer  information  first  becomes  available  to  SHARP.

Section  7

TERM  AND  TERMINATION

     7.1  Term.  The term of this Agreement shall commence upon its execution by
both  COHERENCE  and  SHARP  and  shall continue until December 31, 2000, unless
earlier  terminated  pursuant  to  Section  7.2.

     7.2  Termination. This Agreement may be terminated only (1) by either party
in  the event that the other party has committed a material breach of any of its
obligations hereunder that has not been cured within 60 days after the breaching
party  has  received  notice  thereof;  (2)  by  mutual written agreement of the
parties.

     7.3  Survival.  Notwithstanding  any  termination  of  this  Agreement,
COHERENCE's  obligations  concerning  support and maintenance under Section 4.1,
COHERENCE's  assurances  under Sections 8.1 and 8.8, and the general limitations
contained in Section 8.4 shall survive and continue in effect in accordance with
their  terms.

Section  8

MISCELLANEOUS

     8.1 Warranties. COHERENCE represents and warrants, on a present and ongoing
basis,  that  (1)  COHERENCE has all intellectual property rights in the Program
Offerings  necessary  to  enable SHARP to provide the assistance contemplated by
this Agreement, to sell, lease, or license the Program Offerings to End-Users in
the  Territory  during the Timeframe, and to perform its other obligations under
this  Agreement;  (2)  COHERENCE's  commitments  and  the  rights and privileges
granted  to  SHARP  hereunder  do not conflict with any other agreement or legal
obligation  of  COHERENCE;  (3)  the  Program  Offerings have been prepared with
professional  skill  and  diligence,  meet  the  requirements of the descriptive
materials  provided  by  COHERENCE to SHARP and/or the End-Users, and conform to
all  quality  and performance standards established by COHERENCE for the Program
Offerings;  and (4) COHERENCE has not, in entering this Agreement, relied on any
promises,  inducements,  or  representations of SHARP except for those expressly
stated  in  this  Agreement.

     8.2  Confidential Information. Unless otherwise agreed to in writing signed
by  the  authorized representatives of both parties, neither party shall provide
the  other  party with information that is confidential or proprietary to itself
or any third party. Accordingly, no obligation of confidentiality of any kind is
assumed  by,  or  shall  be  implied  against,  either  party  by  virtue of its


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discussions  and/or  correspondence  with the other party or with respect to any
information  received  (in  whatever  form  or whenever received) from the other
party  under  this  Agreement  or  in  activities  related  thereto.

     8.3  Administrators.  The parties each hereby designate an Administrator to
receive notices, payments, and any other contact between the parties pursuant to
this  Agreement.

     COHERENCE's  Administrator  is:

          Robert  Wesolek
          President
          101  Westcott,  Suite  304
          Houston,  TX  77007

     SHARP's  Administrator  is:

          George  Sharp
          President
          5120  Woodway,  Suite  9029
          Houston,  TX  77056

     Either party may change its Administrator pursuant to written notice to the
other  party  containing  an  express  reference  to  this  Agreement.

     8.4  Limitations.  Neither party shall be entitled to indirect, incidental,
or  consequential damages, including lost profits based on any breach or default
under  this  Agreement.  This  limitation  shall not apply to any liabilities of
COHERENCE  for  warranty  matters  or  infringement  or any liabilities based on
obligations  to  third  parties.  In  no  event shall SHARP be liable under this
Agreement  to  COHERENCE,  its successors, and assigns for damages exceeding the
amounts  payable  and  as yet unpaid by SHARP under this Agreement in accordance
with  its  terms.

     8.5  Freedom  of  Action.  Nothing  in this Agreement shall be construed as
prohibiting  or  restricting  either  party  from  independently  developing  or
acquiring  and marketing materials and/or programs that are competitive with the
Program  Offering.

     8.6  No  Guarantee  of  Marketing  Success. SHARP makes no representations,
warranties,  or  promises, express or implied, to COHERENCE as to the success of
its  marketing  efforts pursuant to this Agreement or with respect to the amount
of  payments  that  may  accrue  under  the  terms  of  this  Agreement.

     8.7 Compliance With Laws. Except to the extent such obligation is expressly
assumed  by  SHARP,  COHERENCE  shall,  at its own expense, comply with any laws
relating  to  the  sale,  lease,  or license of the Program Offerings, and shall
procure  all  licenses and pay all fees and other charges required thereby. Both
COHERENCE  and  SHARP  shall  limit their actions hereunder, and COHERENCE shall
require  each  End-User  to  limit  its actions under the End-User Agreement, to
conform  to applicable laws regarding the export or reexport of any information,
or  any  process,  product,  or  service,  to  countries specified as prohibited
destinations,  including  the  Regulations  of  the  U.S. Department of Commerce
and/or  the  U.S.  State  Department,  to  the  extent  applicable.

     8.8  Indemnity.  COHERENCE  agrees  to  protect, defend, hold harmless, and
indemnify  SHARP,  its subsidiaries and their customers from and against any and
all  claims,  damages,  liabilities,  losses,  and  expenses, arising out of any
actual  or  alleged  (1)  defect  or nonconformity of the Program Offerings, (2)
noncompliance of COHERENCE with the terms of the End-User Agreement or any other
agreement  between COHERENCE and any third party, (3) noncompliance of COHERENCE
or  the  Program  Offerings  with  applicable laws, or (4) breach of COHERENCE's
obligations  under this Agreement. COHERENCE shall pay all damages, settlements,
expenses,  and  costs,  including  costs  of  investigation,  court  costs  and
attorneys'  fees,  incurred  in connection with such payment, provided that such
payment  shall  be  contingent on (1) notice by SHARP to COHERENCE in writing of
such  claim;  (2) cooperation by SHARP with COHERENCE in the defense thereof, at
COHERENCE's expense; and (3) SHARP's obtaining COHERENCE's prior written consent
of  any  settlement  by  SHARP  of  such  matters,  which  consent  shall not be
unreasonably  withheld.


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     8.9  Independent  Contractor.  COHERENCE is and shall remain an independent
contractor  with  respect  to  all  work  completed  pursuant to this Agreement.
Neither  COHERENCE nor any employee of COHERENCE shall be considered an employee
or  agent  of  SHARP  for  any  purpose.

     8.10  No  Assignment.  COHERENCE  may  not  sell,  transfer,  assign,  or
subcontract  any  right  or  obligation set forth in this Agreement, without the
prior  written consent of SHARP. Any act in derogation of the foregoing shall be
null  and  void.

     8.11  Governing  Law.  The  validity, construction, and performance of this
Agreement  will  be  governed  by  the  substantive  law of the State of Texas .

     8.12  Amendments  in  Writing. No amendment, modification, or waiver of any
provision  of  this  Agreement  shall  be  effective unless it is set forth in a
writing  that  refers  to the Agreement by number and the provisions so affected
and  is  executed by an authorized representative of both parties. No failure or
delay  by  SHARP  in  exercising  any  right, power, or remedy will operate as a
waiver  of  any  such  right,  power,  or  remedy.

     8.13  Entire  Agreement.  COHERENCE  agrees  that  it  has  assessed  the
opportunity  for  marketing  the  COHERENCE  Materials  independently  of  any
representation  or  information  provided  by  SHARP.  The  provisions  of  this
Agreement  constitute the entire agreement between the parties and supersede all
prior  agreements,  oral  or  written,  relating  to  the subject matter of this
Agreement  except  for  any agreements specifically referenced herein. Any terms
contained  in  COHERENCE  invoices,  acknowledgments,  shipping instructions, or
other  forms  shall  be  void  and  of  no  effect.

     8.14  Conflicts  with  US  West  Agreement. Should any of the terms of this
agreement  be  in  conflict  with the US West Co Branded Marketing Agreement, or
Amendment  No.  1 thereto, The terms of the West Co Branded Marketing Agreement,
or  Amendment  No.  1  thereto  shall  prevail.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by  their  respective  authorized  representatives.


ACCEPTED  AND  AGREED  TO:

SHARP  Technology,  Inc.

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



ACCEPTED  AND  AGREED  TO:

COHERENCE,  Inc.

/s/  Robert  Wesolek
---------------------
By:  R C Wesolek
Title: President


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