EX-4.1 STOCK PURCHASE AGREEMENT  BETWEEN RHIANNON HOLDINGS AND VIASTAR HOLDINGS, INC.

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STOCK PURCHASE AGREEMENT

DATED AS OF SEPTEMBER 26, 2003



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VIASTAR HOLDINGS, INC.

AND

RHHANNON HOLDINGS LIMITED



FOR THE PURCHASE OF



MOVING PICTURES

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TABLE OF CONTENTS



|   | ARTICLE                                   | PAGE                                                
|-- | ----------------------------------------- | ----------------------------------------------------
|   |                                           |                                                     
|1. | Purchase and Sale of MP Stock.            | 2                                                   
|   | 1.1                                       | Agreement to Purchase and Sell.                     
|   | 1.2                                       | Purchase Price.                                     
|   | 1.3                                       | Payment of Purchase Price.                          
|   | 1.4                                       | Closing.                                            
|   |                                           |                                                     
|2. | Representations and Warranties of Seller. | 5                                                   
|   | 2.1                                       | Existence and Good Standing.                        
|   | 2.2                                       | Corporate Authority.                                
|   | 2.3                                       | Compliance with Law.                                
|   | 2.4                                       | Validity and Effect of Agreements.                  
|   | 2.5                                       | No Required Consents or Defaults.                   
|   | 2.6                                       | Title to Property and Assets.                       
|   | 2.7                                       | No Breach or Default.                               
|   | 2.8                                       | No Misrepresentation or Omission.                   
|   |                                           |                                                     
|3. | Representations and Warranties of Buyer.  | 6                                                   
|   | 3.1                                       | Existence and Good Standing.                        
|   | 3.2                                       | Corporate Authority.                                
|   | 3.3                                       | Compliance with Law.                                
|   | 3.4                                       | Authorization; Validity and Effect of Agreements.   
|   | 3.6                                       | Due Diligence.                                      
|   |                                           |                                                     
|4. | Other Covenants and Agreements.           | 7                                                   
|   | 4.1                                       | Buyer Cooperation.                                  
|   | 4.2                                       | Public Announcements.                               
|   | 4.3                                       | Most Favored Nation.                                
|   |                                           |                                                     
|5. | Conditions of Closing.                    | 8                                                   
|   | 5.1                                       | Buyer's Conditions of Closing.                      
|   | 5.2                                       | Seller's Conditions of Closing.                     
|   |                                           |                                                     
|6. | Termination.                              | 9                                                   
|   | 6.1                                       | Methods of Termination.                             
|   | 6.2                                       | Procedure Upon Termination.                         
|   |                                           |                                                     
|7. | Miscellaneous.                            | 9                                                   
|   | 7.1                                       | Notice.                                             
|   | 7.2                                       | Execution of Additional Documents.                  
|   | 7.3                                       | Choice of Law; Venue; Jurisdiction; Attorneys' Fees.
|   | 7.4                                       | Severability.                                       
|   | 7.5                                       | Authority of Signers.                               
|   | 7.6                                       | Fair Meaning.                                       
|   | 7.7                                       | Mutual Drafting.                                    
|   | 7.8                                       | Entire Agreement.                                   
|   | 7.9                                       | Counterparts.                                       
|   | 7.10                                      | Waiver;  Remedies Cumulative.                       
|   | 7.11                                      | Assignment.                                         
|   | 7.12                                      | Third Party Beneficiaries.                          
|   | 7.13                                      | Recitals.                                           
|   | 7.14                                      | Amendment.                                          



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STOCK PURCHASE AGREEMENT







|THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made, entered into and effective as of the 19th day of November, 2003 (the "Effective Date"), in Mesa, Arizona, by and between VIASTAR HOLDINGS, INC., a Nevada corporation  (the "Seller"), having its principal place of business located at 2451 West Birchwood Avenue, Suite 105, Mesa, Arizona 85202, the United States of America, and RHIANNON HOLDINGS LIMITED a British Virgin Islands international business company with its European office at Bermuda House, St. Julian's Avenue, St. Peter Port, Guernsey GY1 3NF, the British Isles (the "Buyer") (both collectively referred to herein as the "parties").
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Seller is a company publicly traded on the Over the Counter Electronic Bulletin Board (OTCBB: VISH) in the business of acquiring ongoing businesses in the entertainment and media industries; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS,  Seller has made and delivered to and for the benefit of Gennaro Buonocore ("GB") that certain Promissory Note dated July 30, 2003, a copy of which has been attached hereto and incorporated herein by reference as Exhibit 1 (the "Note"), , in the principal sum of Seven Hundred Thousand United States Dollars (U.S. $700,000.00)  plus  total aggregate monthly coupon interest charges of One Hundred and Forty-Four Thousand United States Dollars (U.S. $144,000.00) and a one time premium of Three Hundred Thousand United States Dollars (U.S. $300,000.00); and                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, as security for its repayment of the foregoing Note and all principal, interest and other indebtedness arising thereunder, Seller has pledged to Buyer a total of Seven Million  (7,000,000) shares of Seller's  restricted common stock (the "Pledged Shares") and has issued to Buyer a share certificate in the name of Rhiannon Holdings Limited  evidencing the Pledge Shares, and Buyer now holds such Pledged Shares and the certificate evidencing them; and                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Seller has entered into a Consultant Agreement with GB, made and effective as of the 10th day of October, 2003 (the "Consultant Agreement"), with a one-year term, a copy of which has been attached hereto and incorporated herein by reference as Exhibit 2, under which Seller has agreed to retain the services of GB as a Non-Executive Chairman of Seller's Board of Directors and to pay to GB an amount of not more than Two Thousand Five Hundred United States Dollars (U.S. $2,500.00) covering any costs and expenses incurred by GB in performance of those consulting services;  and                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Seller is the exclusive and unqualified owner of all right, title and interest in and to One Hundred Percent (100%) of the issued and outstanding shares of all classes and series of the capital stock of Moving Pictures Television, Ltd., an English limited company, and of all of its affiliated companies, such affiliates including without limitation Moving Pictures International, Ltd., a Nevada corporation (hereinafter all collectively referred to as "MP"); and                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Buyer wishes to purchase from Seller Eighty Percent (80%) of the issued and outstanding shares of all classes and all series of the capital stock of MP owned by Seller; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Seller wishes to sell to Buyer Eighty Percent (80%) of the issued and outstanding shares of all classes and all series of the capital stock of MP owned by Seller; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Seller wishes to retain a fully dilutable Twenty Percent (20%) position in the currently issued and outstanding ordinary common shares of the capital stock of Moving Pictures Television, Ltd.; and                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, Buyer wishes to return the Pledged Shares to Seller and to assume the Note; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|WHEREAS, GB and Seller desire to terminate, cancel and void irrevocably the Consultant Agreement to facilitate the effectuation of the transactions specified in this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants, provisions and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as follows:                                                                                                                                                                                                                                                                                                                                  
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|IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement and caused the same to be duly delivered on their behalf on the day and year written below, as of the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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