EXHIBIT 10.23

                           BILL OF SALE AND AGREEMENT

                          Dated as of January 31, 1997


         The parties to this agreement are SCCGS, Inc., a Tennessee  corporation
("Seller"); Sirrom Capital Corporation, a Tennessee corporation and the owner of
all of the  outstanding  stock of Seller  ("Sirrom");  Campus Voice,  L.L.C.,  a
Delaware limited liability company ("Campus Voice");  and Network Event Theater,
Inc., a Delaware corporation and a member of Campus Voice ("NET").

         On  December   20,  1996  Seller   acquired  at  a   foreclosure   sale
substantially  all of the  assets  of Gates  Communications,  L.P.,  a  Virginia
limited  partnership  ("Gates"),  in  satisfaction  of certain  debt of Gates to
Sirrom. Prior to the foreclosure, Gates derived its revenue from advertisers who
paid Gates to place on its wallboard network at colleges and universities  large
or giant advertising boards that promote the advertisers' products and services,
and since the foreclosure, Seller has utilized the assets acquired from Gates to
engage in a similar  business (the business  previously  engaged in by Gates and
the  similar   business   conducted  by  Seller  since  the  foreclosure   being
collectively  referred to as the  "Business").  The parties have agreed upon the
sale by Seller to Campus  Voice of all of the  assets  acquired  by Seller  from
Gates and all of the assets acquired by Seller in connection with its conduct of
the Business since December 20, 1996, on the terms set forth in this agreement.

         Simultaneously   with  the   execution   of  this   agreement,   Sirrom
Investments,  Inc.  and Campus Voice are entering  into a loan  agreement  which
provides that Sirrom  Investments,  Inc. will lend to Campus Voice, from time to
time as requested by Campus Voice,  working capital of up to $660,000 and Campus
Voice is  issuing  and  delivering  to  Sirrom  Investments,  Inc.  its  secured
promissory  note (the  "Senior  Secured  Note") in that amount due  December 31,
1999, bearing interest at the rate of 8% a year payable monthly,  and subject to
prepayment as provided in this agreement and in the note.

         It is agreed as follows:

               1. Sale and Transfer of Assets.

               1.1 Assets to be Sold.  Seller hereby sells and assigns to Campus
Voice,  and Campus Voice  purchases and acquires from Seller,  all of the assets
previously  owned by Gates that were acquired by Seller at the foreclosure  sale
held on December 20, 1996 and all of the assets acquired by Seller in connection
with the operation of the Business  since December 20, 1996,  including,  to the
extent Gates had an interest  therein as of December  20,  1996,  all of Gates's
equipment  of any kind and  description,  wherever  located,  together  with all
parts, accessories and attachments,  all of Gates's inventory and any agreements
for lease of same and rentals therefrom,  and all of Gates's accounts,  accounts
receivable, contract rights, chattel paper, software,


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documents,  instruments  and  general  intangibles  and the  proceeds  therefrom
wherever  located,  and whether  held for sale or lease,  or  furnished or to be
furnished under contracts of service; and all of Gates's trademarks, patents and
copyrights  and related  interests,  all to the full extent that they are within
the scope of Article 9 of the Uniform  Commercial  Code as adopted in Tennessee,
and, additionally,  to the extent acquired by Seller or otherwise arising in the
operation  of the  Business  by  Seller  after  December  20,  1996,  all of the
following  assets (the assets  being  acquired  from Seller  being  collectively
referred to below as the "Assets"):

                    (a) all tangible assets, wherever located,  including poster
board frames, poster board kiosks, fixtures and related equipment; inventory and
work in process;  photographs,  art work,  promotional  materials  and archives;
equipment  (including office and computer  equipment) and furniture;  and office
supplies, stationery, forms, and labels;

                    (b) all computer  software and all rights in the trademarks,
trade names and logos (including registrations and applications for registration
of any of  them)  used by Gates  or  Seller  in  connection  with the  Business,
including  those listed on schedule  1.1(b),  together with the good will of the
business associated with those trademarks,  trade names and logos; all rights in
copyrights  (including  registrations  and  applications for registration of any
copyrights);  and all other intangible  property and proprietary rights relating
to the Business;

                    (c) all  rights  under  agreements,  commitments  and orders
relating  to the  Business,  to the  extent  that  they  remain  unperformed  or
unfulfilled  on, or by their terms continue  after,  the date of this agreement,
including,  but  not  limited  to  all  agreements  with  schools,  advertisers,
subcontractors  and  suppliers,  and  all  agreements,  commitments  and  orders
relating to the distribution of posters;

                    (d) all records,  files,  mailing lists,  customer lists and
other  information  and data  relating to the  Business,  including  all records
relating to agreements and commitments relating to postering activities;

                    (e) all prepaid expenses relating to the Business;

                    (f) all claims  against  third  parties  arising  out of the
operation of the  Business,  including  claims under  manufacturers  and vendors
warranties; and

                    (g) all accounts  receivable arising out of the operation of
the Business.

               1.2 Excluded Assets. The following assets acquired by Seller upon
the foreclosure are being retained by Seller and are not being sold, assigned or
transferred to Campus Voice:

                    (a)  all  cash,  all  cash  investments,   all  other  notes
receivable,  all certificates of deposit,  deposits,  commercial paper, treasury
bills and notes,  money market accounts and other marketable  securities and all
other investments; and


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                    (b) all  rights  under any  agreement,  commitment  or order
referred to on exhibit 1.2 and under any  agreement,  commitment  or order as to
which consent to assignment is required but has not been obtained.

               2. Purchase Price.

               2.1 Amount and Payment of  Consideration.  As full  consideration
for the assets to be purchased by Campus Voice pursuant to this agreement:

                    (a)  upon  execution  of  this  agreement  Campus  Voice  is
delivering to Seller (i) its secured  promissory note in the principal amount of
$300,000 due  December 31, 2006 and bearing  interest at the rate of 12% a year,
in the form of exhibit  2.1(a)(i)  (the  "Junior  Secured  Note"),  and (ii) its
secured  promissory note in the principal amount of  $1,263,222.83  due December
31, 2006 and also  bearing  interest  at the rate of 12% a year,  in the form of
exhibit 2.1(a)(ii) (the "Second Junior Secured Note"); and

                    (b) Campus Voice hereby assumes,  and agrees to pay, perform
and discharge,  all  obligations  under the  agreements,  commitments and orders
referred to in schedule  2.1(b),  to the extent that they remain  unperformed or
unfulfilled  on, or by their terms  continue in effect  after,  the date of this
agreement.

               The parties  recognize  that the Assets  include the rights under
various  agreements,  commitments  and  orders to which  Gates was a party as of
December  20,  1996 and that,  except  for  agreements,  commitments  and orders
referred  to in schedule  2.1(b),  neither  Seller nor Campus  Voice has assumed
liability  for the  performance  of any of  those  agreements,  commitments  and
orders.

               2.2 Mandatory  Prepayment of Notes;  Payment of Expenses.  Campus
Voice shall make  prepayments  upon the promissory notes issued to Seller and to
Sirrom as follows (any such payments to be applied first to accrued interest and
then to principal):

                    (a) Until payment in full of the Senior Secured Note, all of
Campus Voice's Free Cash Flow (as defined below) in each calendar quarter,  less
the amount of any cash flow deficit  (calculated in the same manner as Free Cash
Flow)  projected  by Campus  Voice with  respect to the  immediately  succeeding
calendar  quarter,  shall be allocated  to  prepayment  of the  principal of the
Senior Secured Note.

                    (b) After payment in full of the Senior Secured Note, Campus
Voice's Free Cash Flow in each  calendar  quarter  (subject to  adjustment on an
annual basis as provided below) shall be allocated, in sequence, as follows:

                         (i) 100% to repayment  to NET of the expenses  incurred
by NET in connection with the negotiation and  consummation of the  transactions
contemplated by this agreement, up to $80,000;


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                         (ii)  100% to  repayment  to Sirrom  and  Seller of the
expenses incurred by them in connection with the negotiation and consummation of
the  transactions  contemplated  by this  agreement  (including  the expenses of
foreclosing upon the assets of Gates), up to an aggregate of $40,000;

                         (iii) 60% to payment of interest on, and the  principal
of, the Junior Secured Note (the remaining 40% to be allocable to NET); and

                         (iv) 60% to payment of interest  on, and the  principal
of, the Second Junior Secured Note (the remaining 40% to be allocable to NET).

               As used in this  agreement,  the term "Free Cash Flow" means with
respect to any period earnings before interest  (including  interest payments on
capital leases), depreciation and amortization, less all taxes payable by Campus
Voice  or NET  with  respect  to the  earnings  of  Campus  Voice,  interest  on
indebtedness of Campus Voice, other than the indebtedness to Sirrom evidenced by
the Junior Secured Note and the Second Junior Secured Note,  principal  payments
on capital leases, capital expenditures not in excess (on a cumulative basis) of
the capital  expenditures  referred to in schedule 2.2, and increases in working
capital (working capital being defined for this purpose as the excess of current
assets, excluding cash and marketable securities, over current liabilities). The
quarterly  calculation  of Free Cash Flow  shall be made by Campus  Voice in the
same manner that  projected Free Cash Flow was determined for the purpose of the
Campus  Voice  Business  Model dated  Jamuary 17, 1997  previously  furnished to
Sirrom. Campus Voice shall furnish to Sirrom and Seller within 90 days after the
end of each fiscal  year  audited  financial  statements  and other  information
necessary  to show  the  calculation  of Free  Cash  Flow  for the  fiscal  year
determined  in  accordance  with  generally  accepted  accounting  principles as
applied in the preparation of Campus Voice's audited financial statements; if as
a result  of the  audit for any year it is  determined  that  there has been any
overpayment  or  underpayment  of  the  prepayments  for  that  year,  the  next
succeeding  payment or payments  due after  receipt of the audit report shall be
adjusted to reflect the amount of the overpayment or underpayment.

               The  annual  determination  of Free Cash Flow shall be subject to
review  by  Sirrom  and  Seller.  If a  dispute  arises  with  respect  to  this
calculation, Sirrom and Seller may engage an independent auditor satisfactory to
Campus Voice to determine  Free Cash Flow over the relevant  period and, if Free
Cash Flow as determined by the  independent  auditor  exceeds by 10% or more the
amount of Free Cash Flow as determined  by Campus Voice,  Campus Voice shall pay
the fees and expenses of the auditor; otherwise, Sirrom and Seller shall pay the
fees and expenses of the auditor.

               2.3 Time of  Prepayments.  Any  mandatory  prepayment  due  under
section 2.2 shall be made within 45 days after the end of the  calendar  quarter
to which the payment relates.

               2.4  Minimum   Prepayments.   Campus  Voice  shall  make  minimum
prepayments  upon the Junior  Secured Note and the Second Junior Secured Note at
the times and in the amounts specified in those notes.


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<PAGE>

               2.5 Additional Consideration. As additional consideration for the
Assets, within ninety days after payment in full of principal of and interest on
the Senior  Secured Note,  the Junior Secured Note and the Second Junior Secured
Note,  Campus Voice shall pay to Seller an additional  amount equal to 5% of the
amount by which the value of Campus  Voice's  assets and business as of the date
of the final payment exceeds the aggregate  principal amount of those notes. For
this purpose, the value of Campus Voice's assets and business shall be deemed to
be an amount equal to four times Campus  Voice's  earnings  before  interest and
taxes for the twelve  month  period  ended on the last day of the month in which
the final  payment  is made upon the  notes,  as  determined  by Campus  Voice's
accountants  and set forth in a  statement  furnished  by them to Seller  and to
Campus Voice.  Campus Voice shall cause its  accountants  to prepare and deliver
the  statement  required  by this  provision.  Any  dispute  as to the amount of
additional  consideration  shall be  resolved  in the same  manner  as a dispute
regarding the calculation of Free Cash Flow.

               2.6   Limitation  on  Assumption   of   Liabilities.   Except  as
specifically  provided in section 2.1(b), Campus Voice has not assumed and shall
have no  responsibility  for any liabilities or obligations of Gates,  Seller or
Sirrom  relating to the  operations of the Business,  or otherwise,  through the
date of this agreement.  Seller and Sirrom shall pay,  perform and discharge all
liabilities  and obligations of the Business that arose after December 20, 1996.
NET shall not have any liability or obligation  with respect to the Business and
shall not have any liability or obligation to Seller or Sirrom except for breach
of any warranty or covenant of NET contained in this agreement.

               2.7 Apportionment.  Seller shall be entitled to all income earned
or accrued and shall be responsible for all liabilities and obligations incurred
or payable in connection  with the operations of the Business  through the close
of business on the day  preceding the date of the closing and Campus Voice shall
be entitled to all income  earned or accrued  and shall be  responsible  for all
liabilities  and  obligations   incurred  or  payable  in  connection  with  the
operations of the Business  after the close of business on the day preceding the
date of the  closing.  All  overlapping  items of  income  or  expense  shall be
apportioned  between Seller and Campus Voice, as of the close of business on the
day preceding the date of the closing,  in accordance  with  generally  accepted
accounting principles.  Items to be apportioned include, but are not limited to,
the following:

                    (a) advance payments  received from advertisers prior to the
date of the  closing  for  services to be rendered in whole or in part after the
close of business on the day preceding the closing;

                    (b) prepaid expenses arising from payments made for services
prior to the date of the  closing if all or part of the  services  have not been
received or used prior to the close of business on the day preceding the closing
(for  example,  rents paid in advance for a rental period  extending  beyond the
date of the closing); and

                    (c) liabilities,  customarily accrued, arising from expenses
incurred  but  unpaid  as of the  close of  business  on the day  preceding  the
closing.


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<PAGE>

                    Within  60  days  after  the  closing,  Campus  Voice  shall
determine  all  apportionments  pursuant to this section 2.7 and shall deliver a
statement of its  determinations  to Seller (which  statement shall set forth in
reasonable  detail  the  basis  for those  determinations),  and  within 10 days
thereafter Campus Voice shall pay to Seller, or Sirrom shall cause Seller to pay
to  Campus  Voice,  as the case may be,  the net  amount  due as a result of the
apportionments  (or, if there is any dispute,  the undisputed amount). If Seller
disputes Campus Voice's determinations,  the parties shall confer with regard to
the matter and an  appropriate  adjustment  and payment  shall be made as agreed
upon by the parties  (or,  if they are unable to resolve  the matter,  a firm of
independent certified public accountants,  whose decision on the matter shall be
binding and whose fees and  expenses  shall be borne 50% by Campus Voice and 50%
by Seller, shall be designated by agreement between them; if they fail to agree,
the accountants  shall be selected by the president of the American  Arbitration
Association).

               3. Closing.

               The  closing of the  transactions  provided  for in section 1 are
taking place  simultaneously with the execution of this agreement at the offices
of Proskauer  Rose Goetz & Mendelsohn  LLP, 1585  Broadway,  New York,  New York
10036.  At the closing,  the parties are executing and  delivering the documents
referred  to  in  section  7.  The  closing  shall  be  accomplished  by  remote
circulation of documents to the extent possible.

               4. Representations and Warranties by Seller and Sirrom.

               Seller and Sirrom jointly and severally  represent and warrant to
Campus Voice as follows:

               4.1 Seller's and Sirrom's  Organization  and  Authority.  Each of
Seller and Sirrom is a corporation duly organized,  validly existing and in good
standing  under the law of the  State of  Tennessee  and has the full  corporate
power and authority to enter into and to perform this  agreement and to carry on
its business as it is presently being conducted.

               4.2  Authorization  of  Agreement.  The  execution,  delivery and
performance of this agreement by Seller and Sirrom have been duly  authorized by
all necessary  corporate  action of each of them.  Each of Seller and Sirrom has
full right to enter into and perform its  obligations  under this  agreement  in
accordance  with its terms.  This  agreement  constitutes  the valid and binding
obligation of each of Seller and Sirrom and is enforceable  against each of them
in  accordance  with its  terms,  except as  enforceability  may be  limited  by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors'  rights in  general  and  subject  to  general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).

               4.3  Consents  of Third  Parties.  The  execution,  delivery  and
performance  of this  agreement by Seller and Sirrom will not (i) conflict  with
the  certificate  of  incorporation  or by-laws of Seller or Sirrom and will not
conflict  with,  or result in the  breach or  termination  of, or  constitute  a
default under,  any lease,  agreement,  commitment or other  instrument,  or any
order,  judgment  or  decree,  to which  Seller or Sirrom is a party or by which
Seller or Sirrom is bound


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or which  Seller  acquired  from  Gates  upon  foreclosure;  (ii)  constitute  a
violation by Seller or Sirrom of any law or  regulation  applicable to either of
them; or (iii) result in the creation of any lien,  charge or  encumbrance  upon
any of the Assets.  No consent,  approval or  authorization  of, or designation,
declaration or filing with, any  governmental  authority is required on the part
of Seller or Sirrom in connection  with the execution,  delivery and performance
of this agreement,  except for SBA requirements incidental to the closing of the
loan evidenced by the Senior Secured Note.

               4.4 Title to Assets.  Seller  acquired  valid title to all of the
Assets in existence on December 20, 1996 at public sale in  accordance  with the
Uniform Commercial Code (Tennessee), no security interest or other lien has been
placed on the assets  since that date,  and upon  execution  of this  agreement,
Campus Voice is  acquiring  valid title to all of the Assets free of the lien of
Seller or Sirrom and any security interest or lien subordinate  thereto and free
and clear of any liens or security  interests  placed  against any of the Assets
after December 20, 1996.

               4.5 Litigation.  To the best of Seller's and Sirrom's  knowledge,
there is no claim, litigation,  proceeding or governmental investigation pending
or  threatened,  or any  order,  injunction  or decree  outstanding,  against or
relating to Seller or the Business or any of the Assets.

               4.6 No Misrepresentation.

               No  representation  or  warranty  by  Seller  or  Sirrom  in this
agreement  (including the schedules) contains any untrue statement of a material
fact or  omits  to  state a  material  fact  necessary  to make  the  statements
contained in this agreement  (including the  schedules) not  misleading.  Campus
Voice and NET  acknowledge  that Seller has  operated  the  business for a short
period of time with a view to temporary  operations only and that neither Seller
nor  Sirrom  has  done  extensive  diligence  as to  the  assets  acquired  upon
foreclosure or the operations of the Business.

               5. Representations and Warranties by Campus Voice and NET. Campus
Voice and NET jointly and  severally  represent and warrant to Seller and Sirrom
as follows:

               5.1  Campus  Voice's  Organization.  Campus  Voice  is a  limited
liability  company duly organized,  validly  existing and in good standing under
the law of the State of  Delaware  and has the full  power  under  the  Delaware
Limited Liability Company Act to enter into and to perform its obligations under
this agreement.  NET is a corporation  duly organized,  validly  existing and in
good standing  under the law of the State of Delaware and has the full corporate
power to enter into and to perform its obligations under this agreement.

               5.2  Authorization  of  Agreement.  The  execution,  delivery and
performance of this agreement by Campus Voice and NET have been duly  authorized
by all requisite  action of each of them.  This agreement  constitutes the valid
and binding obligation of each of Campus Voice and NET, enforceable against each
of them in accordance with its terms, except as enforceability may be limited by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors'  rights in  general  and  subject  to  general  principles  of equity
(regardless  of whether such  enforceability  is  considered  in a proceeding in
equity or at law).


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               5.3  Consents  of Third  Parties.  The  execution,  delivery  and
performance of this agreement by Campus Voice and NET will not (i) conflict with
the limited  liability  company  agreement of Campus Voice or the certificate of
incorporation  of NET and  will not  conflict  with,  result  in the  breach  or
termination of, or constitute a default under, any lease, agreement,  commitment
or other instrument,  or any order, judgment or decree, to which Campus Voice or
NET is a party by which it is bound,  or (ii)  constitute  a violation by Campus
Voice or NET of any law or regulation applicable to it. No consent,  approval or
authorization  of, or designation,  declaration or filing with, any governmental
authority is required on the part of Campus Voice or NET in connection  with the
execution, delivery and performance of this agreement.

               5.4 No Misrepresentation. No representation or warranty by Campus
Voice or NET in this agreement  contains any untrue statement of a material fact
or omits to state a material fact necessary to make the statements  contained in
this agreement not misleading.

               6. Further Agreements of the Parties.

               6.1 Operation of Campus Voice. So long as the Senior Secured Note
is  outstanding  or any amount is payable to Seller under this  agreement or the
notes  referred to in section  2.1,  Campus  Voice shall be operated as a profit
generating  enterprise  and not for the purpose of enhancing  other  advertising
activities of NET and its subsidiaries  (although (a) there may be activities in
which Campus Voice  participates  with other  activities  of NET, in which event
Campus Voice and NET generally shall seek to engage in those activities on terms
that would be comparable to the terms  available  from a third party on an arm's
length basis and (b) advertising space that remains unsold after diligent effort
may be used by NET for its own promotional  purposes).  To the extent consistent
with the objective of realizing profits in Campus Voice, Campus Voice's board of
managers  may  manage  Campus  Voice's  business  and  affairs   (including  the
determination  of the nature of the  products  and services to be sold by Campus
Voice and all  marketing  methods)  without  regard for the effect of any action
upon Seller or Sirrom and, in the absence of fraud or intentional wrongdoing, no
action or omission  relating to Campus  Voice's  business or affairs  shall give
Seller  or  Sirrom  any  claim  against  NET or  Campus  Voice  or any of  their
respective  officers,  directors  or  members,  whether  or not that  action  or
omission affects the amount or timing of the payments to be made by Campus Voice
to Sirrom or Seller.

               6.2  Representative  on Campus Voice Board. So long as the Senior
Secured  Note is  outstanding  or any  amount is  payable  to Seller  under this
agreement or the notes  referred to in section 2.1,  Seller shall have the right
to designate a representative to attend all board meetings of Campus Voice.

               6.3  Expenses.  Except as provided in section 2.2,  Campus Voice,
NET,  Seller and Sirrom  shall bear their own  respective  expenses  incurred in
connection  with  the  negotiation  and  preparation  of this  agreement  and in
connection with the transactions contemplated by this agreement.

               6.4 Sales Taxes.  Seller shall pay any state or local sales taxes
payable in connection with the sale of assets pursuant to this agreement.


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               6.5 Assignment of Agreements.  Nothing in this agreement shall be
construed as an attempt to assign any agreement or other  instrument that by its
terms is nonassignable without the consent of the other party.

               6.6 Covenants Against Disclosure.

                    (a) Neither  Seller nor Sirrom  shall at any time  hereafter
disclose to anyone,  or use in competition  with the Business,  any  information
with respect to any  confidential or secret aspect of the Business,  except that
they may disclose such information to their  professional  advisors,  regulators
and as  otherwise  required by law.  Information  to be treated as  confidential
hereunder  shall be identified  as such by Campus Voice in writing.  Information
that is publicly  available or which Sirrom  acquires from another  source shall
not be regarded as confidential. 

                    (b) Seller and Sirrom  each  acknowledge  that the remedy at
law for breach of the  provisions  of this  section 6.6 will be  inadequate  and
that,  in  addition  to any other  remedy  Campus  Voice  may have,  it shall be
entitled to an injunction  restraining any breach or threatened breach,  without
any bond or other  security  being required and without the necessity of showing
actual damages.

               6.7 Bulk Sales.  The parties waive compliance with the provisions
of any applicable  bulk sales law. Seller and Sirrom jointly and severally shall
indemnify and hold Campus Voice harmless from any loss, liability,  damage, cost
or expense  (including  reasonable  attorney's  fees and  expenses)  incurred by
Campus  Voice as a result of any  liability  to which  Campus  Voice may  become
subject  because the sale by Seller to Campus  Voice is being  effected  without
compliance with the bulk sales law or any similar statute in any jurisdiction.

               6.8 Further  Assurances.  At any time and from time to time after
the date of this  agreement  each party shall,  without  further  consideration,
execute  and  deliver  to the other  such  other  instruments  of  transfer  and
assumption and shall take such other action as the other may reasonably  request
to carry out the transfer of assets and assumption of  liabilities  contemplated
by this agreement.

               7. Documents Being Delivered at Closing.

               7.1  Documents  Being  Delivered  by Seller  and  Sirrom.  At the
closing, Seller and Sirrom are delivering to Campus Voice the following:

                    (a) such bills of sale,  assignments or other instruments of
transfer  and  assignment  as Campus  Voice may have  requested  to confirm  the
transfer of title to the Assets to Campus Voice; and

                    (b) a copy of  resolutions of the board of directors and the
stockholders  of Seller and of Sirrom  authorizing  the execution,  delivery and
performance  of this  agreement by Seller and Sirrom,  and a certificate  of its
secretary or assistant  secretary,  dated this date, that such  resolutions were
duly adopted and are in full force and effect.


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               7.2 Documents  Being  Delivered by Campus Voice.  At the closing,
Campus Voice is delivering to Seller the following:

                    (a) the promissory notes referred to in section 2.1(a);

                    (b) such instruments as Seller may have requested to confirm
the  assumption by Campus Voice of the  obligations  assumed by it under section
2.1(d);

                    (c) a copy of resolutions of the board of managers of Campus
Voice  authorizing the execution,  delivery and performance of this agreement by
Campus Voice, and a certificate of its secretary or assistant  secretary,  dated
this date,  that such  resolutions  were duly  adopted and are in full force and
effect.

                    (d) such other documents as Sirrom  customarily  requires in
lending transactions.

               8. Survival of Representations and Warranties; Indemnification.

               8.1 Survival.

                    (a) All representations, warranties and agreements by Seller
and Sirrom shall survive the closing  notwithstanding  any  investigation at any
time by or on  behalf of  Campus  Voice.  All  representations,  warranties  and
agreements  by Campus  Voice  shall  survive  the  closing  notwithstanding  any
investigation at any time by or on behalf of Seller or Sirrom.

                    8.2     Indemnification.

                    (a) Seller and Sirrom jointly and severally  shall indemnify
and hold harmless  Campus Voice against all loss,  liability,  damage or expense
(including  reasonable fees and expenses of counsel,  whether  involving a third
party or between the parties to this agreement) Campus Voice may suffer, sustain
or become subject to as a result of (i) any breach of any warranty,  covenant or
other agreement of Seller or Sirrom  contained in this  agreement,  or any false
representation  by Seller or Sirrom  contained in this agreement,  (ii) Seller's
failure  to pay,  perform or  discharge  when due any of  Seller's  obligations,
liabilities,  agreements or  commitments  not expressly  assumed by Campus Voice
pursuant to this  agreement,  or (iii) the failure to comply with any Bulk Sales
Law  applicable to the sale of the Assets to be sold to Campus Voice pursuant to
this agreement.

                    (b) Campus Voice shall  indemnify and hold  harmless  Seller
and Sirrom against all loss, liability,  damage or expense (including reasonable
fees and  expenses  of counsel,  whether  involving a third party or between the
parties  to this  agreement)  Seller or Sirrom  may  suffer,  sustain  or become
subject  to as a result of (i) any  breach of any  warranty,  covenant  or other
agreement   of  Campus  Voice   contained   in  this   agreement  or  any  false
representation by Campus Voice contained in this agreement,  (ii) Campus Voice's
failure to pay,  perform  and  discharge  when due any of  Seller's  agreements,
commitments  or orders  expressly  assumed  by  Campus  Voice  pursuant  to this
agreement, or (iii) any liability or obligation arising out of the operations of
the


                                      -10-
<PAGE>

Business after the date of this agreement. NET shall indemnify and hold harmless
Seller and Sirrom  against  all loss,  liability,  damage or expense  (including
reasonable  fees and  expenses  of counsel,  whether  involving a third party or
between the parties to this agreement)  Seller or Sirrom may suffer,  sustain or
become  subject to as a result of any breach of any warranty,  covenant or other
agreement of NET contained in this agreement or any false  representation by NET
contained in this agreement

               8.3  Notices of  Claims.  None of the  parties to this  agreement
shall be liable for misrepresentation or breach of warranty except to the extent
that  notice of a claim is asserted  by another  party in writing and  delivered
within two years after the date of this agreement.

               8.4 Defense of Claims.  If any third party claim is made  against
Seller or Campus Voice that, if sustained, would give rise to a liability of the
other  party,  the party  against  whom the claim is made shall  promptly  cause
notice of the claim to be  delivered  to the other  party and shall  afford  the
other party and its counsel, at the other party's sole expense,  the opportunity
to join in defending or compromising the claim.

               9. Miscellaneous.

               9.1 Finders. The parties represent and warrant that they have not
employed or utilized  the  services of any broker or finder in  connection  with
this agreement or the transactions contemplated by it.

               9.2 Entire Agreement. This agreement and the other agreements and
instruments  being executed and delivered  simultaneously  with the execution of
this agreement contain,  and are intended as, a complete statement of all of the
terms of the  arrangements  between  the  parties  with  respect to the  matters
provided for, supersede any previous  agreements and understandings  between the
parties  with  respect to those  matters,  and  cannot be changed or  terminated
orally.  Except  as  specifically  set forth in this  agreement  or in the other
agreements and instruments being executed and delivered  simultaneously with the
execution of this agreement,  there are no  representations or warranties by any
party in connection with the transactions contemplated by this agreement.

               9.3  Governing  Law.  This  agreement  shall be  governed  by and
construed  in  accordance  with the law of the State of New York  applicable  to
agreements made and to be performed in New York.

               9.4  Headings.  The section  headings of this  agreement  are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this agreement.

               9.5  Notices.  All  notices and other  communications  under this
agreement  shall  be in  writing  and  shall  be  deemed  given  when  delivered
personally  or mailed by  registered  mail,  return  receipt  requested,  to the
parties at the following addresses (or to such other address as a party may have
specified by notice given to the other party pursuant to this provision):

                    (a) If to Seller or Sirrom, addressed to it at:


                                      -11-

<PAGE>

                                   Sirrom Investments, Inc.
                                   Suite 200

                                   500 Church Street
                                   Nashville, TN 37219
                                   Attention: Jeff Armstrong
                                   Telecopy No.: 615-726-1208


                    with a copy to:

                                   Boult, Cummings, Conners & Berry PLC
                                   Suite 1600
                                   414 Union Street
                                   Nashville, TN 37219
                                   Attention: John E. Murdock III
                                   Telecopy No.: 615-252-6359

                            (b) If to Campus Voice or NET, addressed to it at:

                                   Network Event Theater, Inc.
                                   149 Fifth Avenue
                                   New York, N.Y. 10011
                                   Attention: Don Leeds, President
                                   Telecopy No.: 212:779-3241


                    with a copy to:

                                   Proskauer Rose Goetz & Mendelsohn LLP
                                   1585 Broadway
                                   New York, New York  10036

                                   Attention: Bertram A. Abrams
                                   Telecopy No.: 212-969-2900

               9.6 Waiver. Any party may waive compliance by another with any of
the provisions of this agreement.  No waiver of any provision shall be construed
as a waiver of any other  provision.  Any waiver  must be in writing and must be
signed by the party waiving any provision hereof.

               9.7 Jurisdiction. The courts of the State of New York in New York
County and the United  States  District  Court for the Southern  District of New
York and the courts of Tennessee  and the United States  District  Court for the
Middle  District of  Tennessee  shall have  jurisdiction  over the parties  with
respect to any dispute or controversy  among them arising under or in connection
with this agreement and, by execution and delivery of this agreement,


                                      -12-

<PAGE>

each of the  parties  to this  agreement  submits to the  jurisdiction  of those
courts,  including,  but not  limited to, the in  personam  and  subject  matter
jurisdiction of those courts,  waives any objection to such  jurisdiction on the
grounds of venue or forum non conveniens,  the absence of in personam or subject
matter  jurisdiction and any similar grounds,  consents to service of process by
mail (in accordance with section 9.5) or any other manner  permitted by law, and
irrevocably  agrees to be bound by any judgment  rendered  thereby in connection
with this  agreement.  These  consents  to  jurisdiction  shall not be deemed to
confer rights on any person other than the parties to this agreement.


                                    SCCGS, Inc.

                                    By /s/ Jeff Armstrong
                                      ----------------------------
                                    Name:  Jeff Armstrong
                                    Title: Vice President

                                    Sirrom Capital Corporation


                                    By /s/ Donald F. Barrickman
                                      ----------------------------
                                    Name:  Donald F. Barrickman
                                    Title: Vice President


                                    Campus Voice, L.L.C.

                                    By /s/ Bruce L. Resnik
                                      ----------------------------
                                       Secretary

                                    Network Event Theater, Inc.

                                    By /s/ Bruce L. Resnik
                                      ----------------------------
                                       EVP/CFO


                                      -13-