Exhibit  2.1


                          AGREEMENT  AND  PLAN  OF  MERGER
                               AND  REORGANIZATION

         AGREEMENT  AND  PLAN  OF MERGER AND REORGANIZATION dated as of December
____,  2000 (the "Agreement"), by and among CELEBRITY ENTERTAINMENT GROUP, INC.,
a  Wyoming Corporation ("Celebrity"), SHARP FLORIDA ACQUISITION CORP., a Florida
corporation  ("Florida")  and  newly-formed  and  wholly-owned  subsidiary  of
Celebrity,  and  SHARP  TECHNOLOGY,  INC.,  a  Delaware  corporation  ("Sharp").

                                    RECITALS

         A.       The  Boards  of Directors of Celebrity, Florida and Sharp have
                  each  determined that it is advisable and in the best interest
                  of their respective corporations and stockholders for Sharp to
                  be  acquired by Celebrity pursuant to a merger of Florida into
                  Sharp  upon  the terms and subject to the conditions set forth
                  herein  (the  "Merger").

         B.       Sharp  has  outstanding 19,554,743 shares of Common Stock, par
                  value  $.001  per  share  (the  "Sharp  Common  Stock").

         C.       The  holders  of at least a majority in interest of the voting
                  capital  stock of Sharp have authorized the Merger pursuant to
                  the  Delaware  General  Corporation  Law.

         D.       The respective Boards of Directors of each of the parties have
                  approved this Agreement as a plan of reorganization within the
                  provisions  of  Section 368(a) of the Internal Revenue Code of
                  1986,  as  amended.

                                    AGREEMENT

         In consideration of the Recitals and of the mutual agreements contained
in  this  Agreement,  the  parties  hereto  agree  as  set  forth  below.

         1.  MERGER. Sharp shall be merged with and into Florida (the "Merger").

         2.  EFFECTIVE  DATE. The Merger shall become effective immediately upon
satisfaction of the conditions of consummation of the Merger and upon the filing
of  articles  of  merger with the Secretary of States of Florida and Delaware in
accordance  with  the  Florida Business Corporation Act and the Delaware General
Corporation  Act;  provided,  however, that if such articles of merger specify a
later  time,  then  the  Merger shall become effective upon such specified later
time. The time of such effectiveness is hereinafter called the "Effective Date."


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         3.  SURVIVING  CORPORATION. Sharp shall be the surviving corporation of
the  Merger  and  shall  continue  to  be  governed  by the laws of the State of
Delaware.  On  the  Effective  Date, the separate corporate existence of Florida
shall  cease.

         4.  CERTIFICATE  OF  INCORPORATION. The Certificate of Incorporation of
Sharp  as  they  exist  on  the Effective Date (including any amendments thereto
implemented  on the Effective Date) shall be the Certificate of Incorporation of
Sharp  following  the Effective Date, unless and until the same shall thereafter
be  amended  or  repealed  in accordance with the laws of the State of Delaware.

         5.  BYLAWS.  The  Bylaws  of  Sharp as they exist on the Effective Date
shall  be the Bylaws of Sharp following the Effective Date, unless and until the
same  shall be amended or repealed in accordance with the provisions thereof and
the  laws  of  the  State  of  Delaware.

         6.  BOARD  OF  DIRECTORS  AND  OFFICERS.  The  members  of the Board of
Directors  and  the  officers  of  Sharp immediately prior to the Effective Date
shall  be  the  members  of  the  Board  of  Directors and the officers of Sharp
following  the  Effective Date, and such persons shall serve in such offices for
the terms provided by law or in Sharp's Certificate of Incorporation and Bylaws,
or  until  their  respective  successors  are  elected  and  qualified.

         7.  TREATMENT  OF  OUTSTANDING FLORIDA COMMON STOCK. Upon the Effective
Date,  each existing outstanding share of Florida Common Stock and all rights in
respect  thereof  shall  be  converted into 50,000 shares of Sharp Common Stock.

         8. CONVERSION OF OUTSTANDING SHARP STOCK. Upon the Effective Date, each
issued  and  outstanding  share  of Sharp Common Stock and all rights in respect
thereof  shall  be  converted  into 1/3 of a share of Celebrity Common Stock (as
hereinafter  defined),  for  an  aggregate  of  6,518,248  fully-paid  and
non-assessable  shares  of  Celebrity  Common  Stock,  and  each  certificate
representing  shares  of  Sharp Common Stock shall on the Effective Date for all
purposes  be deemed to evidence the ownership of the applicable number of shares
of  Celebrity  Common  Stock.  At the Closing (as defined below), Celebrity will
cause  to  be delivered certificates representing the shares of Celebrity Common
Stock issuable as Merger consideration hereunder to the stockholders of Sharp as
of the date of Closing in such amounts and registered in such names as set forth
on  EXHIBIT  A  hereto.

         9.  TAX-FREE  REORGANIZATION. It is intended by the parties hereto that
the  Merger  constitute  a tax-free reorganization within the meaning of Section
368  of the Internal Revenue Code of 1986 (the "Code"). The parties hereto agree
to use commercially reasonable efforts and to cooperate with each other to cause
the  Merger to be a tax-free reorganization within the meaning of Section 368(a)
of  the  Code.

         10.  REPRESENTATIONS  AND  WARRANTIES  OF  SHARP.

         10.1  ORGANIZATION  AND  GOOD  STANDING.  Sharp  is  a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware  and  is  entitled  to  own or lease its properties and to carry on its
business  as  and  in  the places where such properties are now owned, leased or
operated and such business is now conducted. Sharp is duly licensed or qualified
and  in  good standing as a foreign entity where the character of the properties
owned by it or the nature of the business transacted by it make such licenses or
qualifications  necessary,  except  where  the failure to do so would not have a
material  adverse  effect  on  the  business  or financial condition of Sharp (a
"Sharp Material Adverse Effect"). The authorized capital stock of Sharp consists
of  50,000,000  shares  of Common Stock of which approximately 19,554,744 shares
will  be issued and outstanding as of the Closing Date, and 10,000,000 shares of
Preferred Stock, no shares of which are outstanding. The outstanding options and
warrants  of  Sharp  are  listed on SCHEDULE 10.1(a) and SCHEDULE 10.1(b). Sharp
does  not  have  any  subsidiaries.  Except as set forth in SCHEDULE 10.1(a) AND
SCHEDULE  10.1(b),  there  are  no  outstanding  subscriptions, rights, options,
warrants  or  other  agreements  obligating  either Sharp or its shareholders to
issue,  sell  or  transfer  any  equity  interest  or other securities of Sharp.


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         10.2  FINANCIAL  STATEMENTS,  BOOKS  AND  RECORDS.  The following Sharp
financial statements are attached hereto as EXHIBIT B: the audited balance sheet
of  Sharp as at December 31, 1999 and the unaudited balance sheet as at November
30,  2000 (the "Balance Sheet"), and the related audited statement of operations
for  the  year and period then ended (the "Financial Statements"). The Financial
Statements  are true and accurate and fairly represent the financial position of
Sharp  as  at  such dates and the results of its operations for the periods then
ended,  and  have been prepared in accordance with generally accepted accounting
principles  consistently  applied,  except  for  the  omission  of  footnotes or
otherwise  as  indicated  therein.

         10.3  NO  MATERIAL ADVERSE CHANGES. Since the date of the Balance Sheet
there  has  not  been:

                  (i)  any  change  which could reasonably be expected to have a
Sharp  Material  Adverse  Effect;.

                  (ii) any damage, destruction or loss which could reasonably be
expected  to  have  a  Sharp  Material  Adverse  Effect;

                  (iii)  any  declaration,  setting  aside  or  payment  of  any
distribution  or with respect to any redemption or repurchase of Sharp's capital
stock;

                  (iv)  any  sale of an asset (other than in the ordinary course
of  business) or any mortgage or pledge by Sharp of any properties or assets; or


                  (v) adoption of any pension, profit sharing, retirement, stock
bonus,  stock  option  or  similar  plan  or  arrangement.

         10.4  TAXES.  Except  as set forth in SCHEDULE 10.4, Sharp has prepared
and  filed  all appropriate federal, state and local tax returns for all periods
prior  to  and  through  the  date  hereof  for which any such returns have been
required  to  be  filed  by  it  and  has paid all taxes shown to be due by said
returns  or on any assessments received by it or has made adequate provision for
the  payment  thereof.

         10.5  COMPLIANCE WITH LAWS. Sharp has complied with all federal, state,
county  and local laws, ordinances, regulations, inspections, orders, judgments,
injunctions,  awards  or  decrees applicable to it or its business which, if not
complied  with  could  reasonably  be  expected to have a Sharp Material Adverse
Effect.

         10.6  NO  BREACH.  The  execution,  delivery  and  performance  of this
Agreement and the consummation of the transactions contemplated hereby will not:

                  (i) violate any provision of any operational or organizational
documents  of  Sharp;

                  (ii)  violate, conflict with or result in the breach of any of
the  terms  of,  result  in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of  time or both constitute) a default under, any contract or other agreement to
which  Sharp  is a party or by or to which it or any of its assets or properties
may  be  bound  or  subject;


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<PAGE>
                  (iii) violate any order, judgment, injunction, award or decree
of  any court, arbitrator or governmental or regulatory body against, or binding
upon,  Sharp  or  upon  the  properties  or  business  of  Sharp;  or

                  (iv)  violate  any  statute,  law  or  regulation  of  any
jurisdiction  applicable  to  the transactions contemplated herein, which in the
case  of  (ii),  (iii)  and  (iv)  could  reasonably be expected to have a Sharp
Material  Adverse  Effect.

         10.7  ACTIONS AND PROCEEDINGS. There is no outstanding order, judgment,
injunction,  award  or  decree  of any court, governmental or regulatory body or
arbitration  tribunal  against  or  involving Sharp. There is no action, suit or
claim  or  legal,  administrative  or arbitral proceeding or (whether or not the
defense  thereof  or  liabilities  in  respect thereof are covered by insurance)
pending  or  threatened  against  or involving Sharp or any of its properties or
assets.  Except  as  set  forth  on  SCHEDULE  10.7,  there is no fact, event or
circumstances  known  to  Sharp  that  may give rise to any suit, action, claim,
investigation  or  proceeding.

         10.8  BROKERS  OR  FINDERS.  Except  as  set forth in SCHEDULE 10.8, no
broker's  or  finder's  fee  will  be  payable  by  Sharp in connection with the
transactions  contemplated  by this Agreement, nor will any such fee be incurred
as  a  result  of  any  actions  by  Sharp.

         10.9  REAL  ESTATE. Except as set forth on SCHEDULE 10.9, Sharp neither
owns  real  property  nor  is  a  party  to  any  leasehold  agreement.

         10.10  TANGIBLE  ASSETS.  Sharp  has  full  title  and  interest in all
machinery,  equipment,  furniture,  leasehold  improvements, fixtures, vehicles,
structures,  owned  or  leased  by Sharp, any related capitalized items or other
tangible  property  material  to  the business of Sharp (the "Tangible Assets").
Sharp  holds  all rights, title and interest in all the Tangible Assets owned by
it  on  the  Sharp  Balance  Sheet or acquired by it after the date of the Sharp
Balance  Sheet,  free  and  clear  of  all  liens,  pledges, mortgages, security
interests,  conditional  sales contracts or any other encumbrances except as set
forth  on  SCHEDULE  10.10.  All  of  the  Tangible Assets are in good operating
condition and repair and are usable in the ordinary course of business of Sharp.

         10.11  LIABILITIES.  Sharp  does  not  have  any  direct  or  indirect
indebtedness,  liability,  claim,  loss,  damage,  deficiency,  obligation  or
responsibility,  known or unknown, fixed or unfixed, liquidated or unliquidated,
secured  or  unsecured, accrued or absolute, contingent or otherwise, including,
without  limitation,  any  liability on account of taxes, any other governmental
charge  or  lawsuit  (all  of  the  foregoing  collectively  defined  to  as
"Liabilities"),  which  were  not  fully, fairly and adequately reflected on the
Sharp  Balance  Sheet or thereafter incurred in the ordinary course of business.
As  of  the  Closing  Date,  Sharp  will  not  have  any Liabilities, other than
Liabilities  fully  and  adequately reflected on the Sharp Balance Sheet, except
for  Liabilities  incurred  in  the  ordinary  course  of  business.

         10.12  OPERATIONS OF SHARP. Except as set forth on SCHEDULE 10.12, from
the  date  of  the Sharp Balance Sheet and through the Closing Date hereof Sharp
has  not  and  will  not  have:

                  (i)  incurred  any  indebtedness  for  borrowed  money;

                  (ii)  declared  or  paid  any dividend or declared or made any
distribution  of  any  kind  to  any  member  or  made  any  direct  or indirect
redemption, retirement, purchase or other acquisition of any securities or other
capital  interest;

                  (iii)  made  any  loan or advance to any shareholder, manager,
officer,  director,  employee, consultant, agent or other representative or made
any  other  loan  or  advance otherwise than in the ordinary course of business;


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<PAGE>
                  (iv)  except  in  the ordinary course of business, incurred or
assumed  any  indebtedness  or  liability  (whether  or  not  currently  due and
payable);

                  (v)  disposed  of  any  assets of Sharp except in the ordinary
course  of  business;


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<PAGE>
                  (vi)  materially  increased the annual rate of compensation of
any  executive  employee  of  Sharp;

                  (vii) increased, terminated, amended or otherwise modified any
plan  for  the  benefit  of  employees  of  Sharp;

                  (viii)  issued  any equity securities or interest or rights to
acquire  such  equity  securities  or  interest;  or

                  (ix)  except  in the ordinary course of business, entered into
or  modified  any  contract,  agreement  or  transaction.

         10.13  CAPITALIZATION.  Except  as  set  forth  in SCHEDULE 10.1(a) AND
SCHEDULE  10.1(b),  Sharp  has  not granted, issued or agreed to grant, issue or
make  available  any  capital  or  membership  interests,  warrants,  options,
subscription  rights  or  any other commitments of any character relating to the
issued  or  unissued  capital  stock  of  Sharp.

         10.14  FULL  DISCLOSURE. No representation or warranty by Sharp in this
Agreement  or  in  any  document  or  schedule  to be delivered by them pursuant
hereto,  and  no written statement, certificate or instrument furnished or to be
furnished  to  Florida  pursuant  hereto  or in connection with the negotiation,
execution  or performance of this Agreement, contains or will contain any untrue
statement  of  a material fact or omits or will omit to state any fact necessary
to  make  any statement herein or therein not materially misleading or necessary
to a complete and correct presentation of all material aspects of the businesses
of  Sharp.

         11.  REPRESENTATIONS  AND  WARRANTIES  OF  FLORIDA  AND  CELEBRITY

         11.1  ORGANIZATION  AND  GOOD  STANDING.  Florida is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Florida  and  is  entitled  to  own  or lease its properties and to carry on its
business  as  and  in the places where such properties are now owned, leased, or
operated  and  such  business  is now conducted. Celebrity is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Wyoming  and  is  entitled  to  own  or lease its properties and to carry on its
business  as  and  in  the places where such properties are now owned, leased or
operated  and  such  business  is now conducted. The authorized capital stock of
Celebrity  consists  of  100,000,000  shares  of Common Stock ("Celebrity Common
Stock"),  of which approximately 2,600,000 shares will be issued and outstanding
as  of  the  Closing  Date. There are no shares of preferred stock authorized or
issued.  The  authorized  capital  stock  of Florida consists of 1,000 shares of
Common  Stock  ("Florida Common Stock"), of which 10 shares are presently issued
and  outstanding.  Florida and Celebrity are each duly licensed or qualified and
in  good standing as a foreign corporation where the character of the properties
owned by them or the nature of the business transacted by them make such license
or  qualification  necessary, except where the failure to do so would not have a
material  adverse  effect  on  the  business  or  financial  condition  of


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<PAGE>
Florida  or  Celebrity.  Except  for  Florida,  Celebrity  does  not  have  any
subsidiaries.  Florida  does  not  have  any  subsidiaries.

                  All  of  such  issued  and outstanding shares of Celebrity and
Florida  have  been  and all of the shares of Celebrity and Florida to be issued
hereby  will  be, at the Closing, duly authorized and validly issued and are and
will  be  at  the Closing fully paid and non-assessable. None of the shares that
were  issued  and none of the shares to be issued hereby will be in violation of
any  preemptive  rights.  There  are  no  outstanding securities of Celebrity or
Florida  convertible  into  or evidencing the right to purchase or subscribe for


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<PAGE>
any shares of capital stock of Celebrity or Florida, there are no outstanding or
authorized  options,  warrants, calls, subscriptions, rights, commitments or any
other  agreements  of any character obligating Celebrity or Florida to issue any
shares of its capital stock or any securities convertible into or evidencing the
right  to  purchase  or  subscribe  for  any  shares  of  such  stock.

         11.2  THE  SHARES. The 6,518,248 shares of Celebrity Common Stock to be
issued  by  Celebrity  have  been duly authorized by all necessary corporate and
shareholder  actions  and  are  validly  issued,  fully paid and non-assessable.

         11.3 FINANCIAL STATEMENTS; BOOKS AND RECORDS. There has been previously
delivered  to  Sharp,  the audited balance sheet of Celebrity as at December 31,
1999  and  the  unaudited balance sheet as at September 30, 2000 (the "Celebrity
Balance  Sheet")  and  the related statements of operations for the periods then
ended (the "Celebrity Financial Statements"). The Celebrity Financial Statements
are  true  and accurate and fairly represent the financial position of Celebrity
as  at  such dates and the results of its operations for the periods then ended,
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles  consistently  applied.

         11.4  NO  MATERIAL  ADVERSE  CHANGES.  Since  the date of the Celebrity
Balance  Sheet  and  except  as otherwise substantially disclosed in Celebrity's
reports or filings made under the Securities Exchange Act of 1934, there has not
been:

                  (i)  any  material  adverse  change in the assets, operations,
condition  (financial  or  otherwise)  or  prospective  business  of  Celebrity;

                  (ii)  any damage, destruction or loss materially affecting the
assets,  prospective  business, operations or condition (financial or otherwise)
of  Celebrity,  whether  or  not  covered  by  insurance;

                  (iii)  any  declaration,  setting  aside  or  payment  of  any
dividend or distribution with respect to any redemption or repurchase of capital
stock;

                  (iv)  any  sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by Celebrity of any properties or assets;
or

                  (v) adoption of any pension, profit sharing, retirement, stock
bonus,  stock  option  or  similar  plan  or  arrangement.

         11.5  TAXES.  Each  of Celebrity and Florida has prepared and filed all
appropriate  federal,  state  and local tax returns for all periods prior to and
through  the  date  hereof  for  which any such returns have been required to be
filed  by  each  of  them  and  have each paid all taxes shown to be due by said
returns  or  on any assessments received by either of them or have made adequate
provision  for  the  payment  thereof.

         11.6  COMPLIANCE  WITH LAWS. Each of Celebrity and Florida has complied
with  all  federal,  state,  county  and  local  laws,  ordinances, regulations,
inspections,  orders,  judgments,  injunctions,  awards or decrees applicable to
their  businesses,  including  Federal  and State securities laws, which, if not
complied  with,  would materially and adversely affect the business of Celebrity
or  Florida,  as  the  case  may  be.

         11.7  NO  BREACH.  The  execution,  delivery  and  performance  of this
Agreement and the consummation of the transactions contemplated hereby will not:


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                  (i)  violate any provision of the Articles of Incorporation or
By-Laws  of  Celebrity  and  Florida;

                  (ii)  violate, conflict with or result in the breach of any of
the  terms  of,  result  in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of  time or both constitute) a default under, any contract or other agreement to
which  Celebrity  or  Florida is a party or by or to which their or any of their
assets  or  properties  may  be  bound  or  subject;

                  (iii) violate any order, judgment, injunction, award or decree
of  any court, arbitrator or governmental or regulatory body against, or binding
upon,  Celebrity  or  Florida or upon the properties or business of Celebrity or
Florida;  or

                  (iv)  violate  any  statute,  law  or  regulation  of  any
jurisdiction applicable to the transactions contemplated herein which could have
a material adverse effect on the business or operations of Celebrity or Florida.

         11.8  ACTIONS AND PROCEEDINGS. There is no outstanding order, judgment,
injunction,  award  or  decree  of any court, governmental or regulatory body or
arbitration  tribunal  against  or  involving  Celebrity or Florida. There is no
action,  suit  or  claim  or  legal,  administrative  or  arbitral proceeding or
(whether  or  not  the  defense  thereof  or  liabilities in respect thereof are
covered  by  insurance)  pending or threatened against or involving Celebrity or
Florida  or  any  of their properties or assets. Except as set forth on SCHEDULE
11.8,  there  is no fact, event or circumstances that may give rise to any suit,
action,  claim,  investigation  or  proceeding.
         11.9 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
Celebrity  or  Florida  in connection with the transactions contemplated by this
Agreement,  nor  will  any  such  fee  be incurred as a result of any actions by
Celebrity  or  Florida.

         11.10  LIABILITIES.  Neither  Celebrity  nor  Florida has any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility,  known or unknown, fixed or unfixed, liquidated or unliquidated,
secured  or  unsecured, accrued or absolute, contingent or otherwise, including,
without  limitation,  any  liability on account of taxes, any other governmental
charge  or  lawsuit  (all  of  the  foregoing  collectively  defined  to  as
"Liabilities"),  which  were  not  fully  fairly and adequately reflected on the
Celebrity  Balance  Sheet  or  thereafter  incurred  in  the  ordinary course of
business.  As  of the Closing Date, neither Celebrity nor Florida, will not have
any  Liabilities,  other  than Liabilities fully and adequately reflected on the
Celebrity  Balance Sheet, except for Liabilities incurred in the ordinary course
of  business.

         11.11  OPERATIONS  OF  CELEBRITY  AND  FLORIDA.  Except as set forth on
SCHEDULE  11.11  or  in Celebrity's reports or filings made under the Securities
Exchange  Act of 1934, since the date of the Celebrity Balance Sheet and through
the  Closing  Date  hereof,  neither  Celebrity  nor  Florida  has or will have:

                  (i)  incurred  any  indebtedness  for  borrowed  money;

                  (ii)  declared  or  paid  any dividend or declared or made any
distribution  of  any  kind  to  any shareholder, or made any direct or indirect
redemption,  retirement,  purchase  or  other  acquisition  of any shares in its
capital  stock;

                  (iii)  made  any  loan or advance to any shareholder, officer,
director,  employee, consultant, agent or other representative or made any other
loan  or  advance  otherwise  than  in  the  ordinary  course  of  business;

                  (iv)  except  in  the ordinary course of business, incurred or
assumed  any  indebtedness  or  liability  (whether  or  not  currently  due and
payable);

                  (v)  disposed  of any assets of Florida or Celebrity except in
the  ordinary  course  of  business;

                  (vi)  materially increased the annual level of compensation of
any  executive  employee  of  Florida  or  Celebrity;

                  (vii)  increased, terminated amended or otherwise modified any
plan  for  the  benefit  of  employees  of  Florida  or  Celebrity;


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<PAGE>
                  (viii)  issued any equity securities or rights to acquire such
equity  securities;  or

                  (ix)  except  in the ordinary course of business, entered into
or  modified  any  contract,  agreement  or  transaction.

         11.12  AUTHORITY  TO  EXECUTE AND PERFORM AGREEMENTS. Each of Celebrity
and  Florida  has  the full legal right and power and all authority and approval
required  to enter into, execute and deliver this Agreement and to perform fully
its  obligations  hereunder. This Agreement has been duly executed and delivered
and  is  the  valid  and  binding  obligation  of  each of Florida and Celebrity
enforceable  in  accordance  with  its  terms,  except  as  may  be  limited  by
bankruptcy, moratorium, insolvency or other similar laws generally affecting the
enforcement  of  creditors' rights. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby and the performance
by  each  of  Florida  and  Celebrity  of this Agreement, in accordance with its
respective  terms  and  conditions  will  not:

                  (i)  require  the  approval  or consent of any governmental or
regulatory  body, and except by the sole shareholder of Florida, the approval or
consent  of  any  other  person;

                  (ii) conflict with or result in any breach or violation of any
of  the  terms  and conditions of, or constitute (or with any notice or lapse of
time  or  both  would constitute) a default under, any order, judgment or decree
applicable  to  Celebrity  or  Florida,  or  any  instrument,  contract or other
agreement  to  which Celebrity or Florida is a party or by or to which Celebrity
or  Florida  is  bound  or  subject;  or

                  (iii)  result in the creation of any lien or other encumbrance
on  the  assets  or  properties  of  Celebrity  or  Florida.

         11.13 DELIVERY OF PERIODIC REPORTS; COMPLIANCE WITH 1934 ACT. Celebrity
has  provided  or  made available to Sharp Florida all of its reports ("Periodic
Reports")  filed  with the Securities and Exchange Commission since December 31,
1998.  Celebrity  has  filed  all required Periodic Reports and is in compliance
with  its  reporting  obligations under the Securities Exchange Act of 1934. All
reports  filed  pursuant  to  such  Act are complete and correct in all material
respects.  All  material  contracts  relative  to  Celebrity are included in the
Periodic  Reports.

         11.14 TANGIBLE ASSETS. Each of Celebrity and Florida has full title and
interest  in  all  machinery,  equipment,  furniture,  leasehold  improvements,
fixtures,  vehicles,  structures,  owned  or leased by Celebrity and Florida any
related capitalized items or other tangible property material to the business of
Celebrity  (the  "Tangible  Assets").  Each  of  Celebrity and Florida holds all
rights,  title  and interest in all the Tangible Assets owned by each of them on
the  Celebrity  Balance  Sheet or acquired by it after the date of the Celebrity
Balance  Sheet,  free  and  clear  of  all  liens,  pledges, mortgages, security
interests,  conditional  sales  contracts  or any other encumbrances. All of the
Tangible Assets are in good operating condition and repair and are usable in the
ordinary  course  of  business  of  Celebrity  and  Florida.

         11.15  CAPITALIZATION. The authorized capitalization is as set forth in
Celebrity's  Form 10-QSB for the quarterly period ended September 30, 2000, with
the  exception  that  Celebrity  does  not  have  any  shares of preferred stock
authorized,  issued,  or outstanding. Neither Celebrity nor Florida has granted,
issued  or  agreed  to  grant,  issue  or  make available any warrants, options,
subscription  rights  or  any other commitments of any character relating to the
issued  or  unissued  shares of capital stock of Celebrity and Florida except as
described  in  the  Periodic  Reports.


                                     - 35 -
<PAGE>
         11.16  FULL  DISCLOSURE.  No representation or warranty by Celebrity or
Florida  in  this Agreement or in any document or schedule to be delivered by it
pursuant  hereto,  and no written statement, certificate or instrument furnished
or  to be furnished to Sharp pursuant hereto or in connection with the execution
or  performance  of this Agreement contains or will contain any untrue statement
of a material fact or omits or will omit to state any fact necessary to make any
statement herein or therein not materially misleading or necessary to a complete
and  correct  presentation  of all material aspects of the business of Celebrity
and  Florida.

         11.17  REPRESENTATIONS  AND  WARRANTIES  ON  CLOSING  DATE.  The
representations  and  warranties  contained in this Section 11 shall be true and
complete  on  the  Closing  Date  with the same force and effect as through such
representations  and  warranties  had  been  made on and as of the Closing Date.

         12.  CONDITIONS  TO  CONSUMMATION  OF  THE  MERGER. Consummation of the
Merger  is  subject  to  the  satisfaction  prior  to  the Effective Date of the
following  conditions: (a) this Agreement and the Merger shall have been adopted
and  approved  by the affirmative vote of the holders of a majority of the votes
represented  by  the shares of Sharp Common Stock and by the affirmative vote of
the  holders  of  a  majority  of the votes represented by the shares of Florida
Common  Stock  outstanding  on  the  record  date  fixed  for  determining  the
shareholders  of  Sharp  entitled  to  vote  thereon;  and (b) each of Sharp and
Florida  shall  have  received  all  consents,  orders and approvals, investment
letters  and  satisfaction  of all other requirements prescribed by law that are
necessary  for  the consummation of the Merger. At or prior to the closing, Alan
Pavsner, George Sharp, Gilbert Gertner and Sylvan Scheffler will be confirmed or
elected  as Directors of Celebrity, and the following persons will be elected as
officers  of  Celebrity:  George  Sharp shall be President, Secretary, and Chief
Executive  Officer;  Robert  Wesolek  shall  be  Treasurer  and  Chief Financial
Officer;  and  Lou  Schwartz  shall  be  Vice  President.

         13.  STOCK  OPTIONS,  WARRANTS AND CONVERTIBLE DEBT. Upon the Effective
Date,  each  Sharp  warrant  listed  on  Schedule 10.1(a), and each Sharp option
listed  on  Schedule  10.1(b),  shall  be  converted  into Celebrity options and
Celebrity  warrants,  respectively,  on  the  same  terms,  but  subject  to the
conversion  ratio  used to convert Sharp Common Stock to Celebrity Common Stock,
as  described  in  Section  8.

         14.  THE  CLOSING. The Closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on December ____, 2000, or such other
time  as  the parties shall agree. The date on which the Closing actually occurs
is  referred  to  herein  as  the  "Closing  Date."


         15.  TERMINATION. This Agreement may be terminated and abandoned by the
parties  hereto,  subject to any contractual rights, without further shareholder
action, in the manner determined by the respective boards of directors of Sharp,
Celebrity  and  Florida  at  any  time  prior  to  the  Effective  Date.

         16.  INDEMNIFICATION

         16.1  OBLIGATION  OF  CELEBRITY AND FLORIDA TO INDEMNIFY. Celebrity and
Florida  jointly  and  severally  hereby  agree  to  indemnify,  defend and hold
harmless  Sharp  and  its shareholders from and against all losses, liabilities,
damages,  deficiencies,  costs  or  expenses  (including interest, penalties and
reasonable attorneys' fees and disbursements) (a "Loss") based upon, arising out
of  or  otherwise  due to any inaccuracy in or any breach of any representation,
warranty,  covenant  or  agreement  of  Celebrity  and Florida contained in this
Agreement  or  in  any  document  or  other  writing  delivered pursuant to this
Agreement.

         16.2  OBLIGATION  OF  SHARP  TO  INDEMNIFY.  Sharp agrees to indemnify,
defend  and hold harmless Celebrity and Florida from and against any loss, based
upon,  arising out of or otherwise due to any inaccuracy in or any breach of any
representation,  warranty,  covenant  or  agreement  made  by  any  of  them and
contained  in  this  Agreement  or  in  any  document or other writing delivered
pursuant  to  this  Agreement.


                                     - 36 -
<PAGE>
         17.  GENERAL  PROVISIONS

         17.1  SURVIVAL.  All  statements  contained in any certificate or other
instrument  delivered by or on behalf of Sharp, Celebrity or Florida pursuant to
this  Agreement  or  in  connection  with  the transactions contemplated by this
Agreement shall be considered representations and warranties by Sharp, Celebrity
or Florida as the case may be, with the same force and effect as if contained in
this  Agreement.  All  representations,  warranties, covenants and agreements by
Sharp,  Celebrity or Florida notwithstanding any investigation at any time by or
on  behalf  of any party to which such representation or warranty was given, and
shall not be considered waived by the consummation of the Merger contemplated by
this  Agreement  with knowledge of any breach of misrepresentation by any of the
parties  hereto.

         17.2  NOTICES.  All  notices  and  other  communications  given or made
pursuant  hereto shall be in writing and shall be deemed to have been duly given
or made as of the date delivered if delivered personally, three days after being
sent  by  registered  or  certified  mail  (postage  prepaid,  return  receipt
requested),  one  day  after  dispatch by recognized overnight courier (provided
delivery  is  confirmed  by  the  carrier)  and  upon  transmission by telecopy,
confirmed  received, to the parties at the following addresses (or at such other
address  for  a  party  as  shall  be  specified  by  like  changes or address):

If  to  Celebrity  or  Florida  or  the  Shareholders  of  Celebrity:

       c/o  Alan  Pavsner
                  18870  Still  Lake  Drive
                  Jupiter,  Florida  33458

         If  to  Sharp:

                  Sharp  Technology,  Inc.
                  5120  Woodbury,  Suite  9029
                  Houston,  TX  77056
                  Attention:  Mr.  George  Sharp,  CEO

         17.3 AMENDMENT. The Boards of Directors of the parties hereto may amend
this  Agreement  at  any  time  prior  to  the Effective Date; provided, that an
amendment  made subsequent to the approval of this Agreement by the shareholders
of  either  of  the  parties  hereto shall not: (a) change the amount or kind of
shares,  securities,  cash, property or rights to be received in exchange for or
on  conversion of all or any of the shares of the parties hereto, (b) change any
term  of  the Articles of Incorporation of Florida or (c) change any other terms
or  conditions  of  this  Agreement  if  such  change would adversely affect the
holders  of  any  capital  stock  of  either  party  hereto.

         17.4  WAIVER.  Any  party  hereto  may  with respect to any other party
hereto  (a)  extend  the  time  for the performance of any of the obligations or
other  acts,  (b)  waive  any inaccuracies in the representations and warranties
contained  herein  or  in  any  document delivered pursuant hereto and (c) waive
compliance  with  any of the agreements or conditions contained herein. Any such
extension  or  waiver  shall  be  valid if set forth in an instrument in writing
signed  by  the  party  or  parties  to  be  bound  thereby.

         17.5  HEADINGS.  The  headings  contained  in  this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in  any  way  the meaning or
interpretation  of  this  Agreement.

         17.6  SEVERABILITY. If any term or other provision of this Agreement is
held to be invalid, illegal or incapable of being enforced under any rule of law
or  public policy by a court of competent jurisdiction, all other conditions and
provisions  of this Agreement shall nevertheless remain in full force and effect
so  long  as  the  economic  or legal substance of the transactions contemplated
hereby  is  not  affected  in  any  manner  materially  adverse  or  any  party.

         17.7  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among  the  parties  and  supersedes  all prior agreements and undertakings both
written and oral, among the parties, or any of them, with respect to the subject
mater  hereof.


                                     - 37 -
<PAGE>
         17.8  ASSIGNMENT.  This Agreement shall not be assigned by operation of
law  or  otherwise,  except by the mutual written consent of the parties hereto.


         17.9  PARTIES  IN  INTEREST.  This  Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express  or  implied,  is  intended to or shall confer upon any other person any
right,  benefit  or  remedy  of any nature whatsoever under or by reason of this
Agreement.

         17.10 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE. No failure
or  delay on the part of any party hereto in the exercise of any right hereunder
shall  impair  such right or be construed to be a waiver of, or acquiescence in,
any  breach  of  any representation, warranty or agreement herein, nor shall any
single  or partial exercise of any such right preclude other or further exercise
thereto  or  of  any  other  right.  All rights and remedies existing under this
Agreement  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

         17.11  GOVERNING  LAW.  This  Agreement  shall  be  governed  by,  and
construed  in  accordance with, the laws of the State of Delaware without regard
to  conflict  of  law  principles.

         17.12  FEES  AND  EXPENSES. Each party to this Agreement shall bear its
own  costs and expenses in connection with the transactions contemplated by this
Agreement,  including  without  limitation, attorney's fees, accounting fees and
fees  of  any  investment  bankers  or  other  financial  advisors.

         17.13  COUNTERPARTS.  This  Agreement  may  be  executed in one or more
counterparts  and  by  facsimile, each of which when executed shall be deemed an
original  and  all  of  which  taken  together shall constitute one and the same
Agreement.

         17.14  EXHIBITS  AND  SCHEDULES.  All  Exhibits  and Schedules attached
hereto  or  delivered  pursuant  to this Agreement are incorporated by reference
into,  and  made  a  part  of  this  Agreement.

         IN  WITNESS  WHEREOF,  Celebrity,  Florida  and  Sharp  have cause this
Agreement  to  be  executed  as  of  the  date  first  written  above.

                                             CELEBRITY  ENTERTAINMENT  GROUP,
                                             INC.,  a  Wyoming  corporation

                                             By:  /s/  Alan  Pavsner
                                                 ---------------------------
                                                 Alan  Pavsner,  President



                                             SHARP  FLORIDA  ACQUISITION  CORP.,
                                             a  Florida  corporation


                                             By:  /s/  Alan  Pavsner
                                                 ---------------------------
                                                 Alan  Pavsner,  President


                                             SHARP  TECHNOLOGY, INC., a Delaware
                                             corporation


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


                                     - 38 -
<PAGE>