|COMMON STOCK PURCHASE
  AGREEMENT
|---------------------------------

This Common Stock Purchase Agreement
("Agreement"), dated January 25, 2005, made by and between James W. Margulies,
an individual principally residing in the State of Ohio, entitled to receive
mail at Suite 250, 30100 Chagrin Boulevard, Pepper Pike, Ohio 44124 ("Seller"),
and Randolph S. Hudson, an individual principally residing in the State of New
York, entitled to receive mail at Post Office Box 202, Wyoming, New York 14591
(the "Purchaser"), with reference to the following facts, covenants, terms,
provisions, and conditions:



|AGREEMENT
|---------

NOW, THEREFORE, for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:

1. SALE OF SHARES; DELIVERIES. In exchange for Purchaser's
cash consideration, evidenced by a promise to pay and annexed hereto, and the
covenants and conditions set forth herein, Seller shall sell and transfer to
Purchaser 185,000 (One Hundred Eighty-five Thousand) shares of the common stock
of Cartoon Acquisition Corporation, a United States corporation organized under
the laws of the State of Delaware ("Cartoon" and "Cartoon Stock", respectively)
held by Seller. Upon transfer in accordance with the terms of this Agreement,
the Cartoon Stock will be fully paid and non-assessable. At the Closing, the
Seller shall deliver to the Purchaser a certificate or certificates representing
the Cartoon Stock, duly endorsed by Seller and issued to Purchaser, and
accompanied by appropriate stock powers, with Medallion Signature Guarantee
affixed by an authorized United States banking corporation.

2. PAYMENT FOR THE SHARES; PURCHASER CLOSING
CONDITIONS.

Contemporaneously on the date hereof, Purchaser has issued
a promissory note (the "Note") in principal the amount of $100,000 (One Hundred
Thousand and 00/100 Dollars) to the Seller as full and complete payment for the
Cartoon Stock. Purchaser hereby acknowledges receipt of such payment by
acceptance of the Note, and of the pledge and security agreement that operates
concomitantly with the Note.

The obligation of the Purchaser to consummate
the transactions to be performed by him in connection with the closing hereunder
(the "Closing") is subject to satisfaction of the following
conditions:

(i) each of the conditions to closing under that certain
Common Stock Purchase Agreement, dated the date hereof, by and between Purchaser
and Seller shall have been satisfied and the parties thereto shall have executed
and delivered this Agreement and the

Common Stock Purchase Agreement,
January 25, 2005, Page 1

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transactions contemplated by this Agreement shall have
closed or be closing simultaneously with the Closing of the transactions
contemplated by this Agreement;

(ii) the representations and warranties of Seller set forth
in this Agreement shall be true and correct in all material respects at and as
of the Closing Date, Seller shall have performed and complied with all of its
covenants hereunder in all material respects through theClosing, Seller shall
have procured any third party consents necessary to consummate the transactions
contemplated hereby and Seller shall have delivered to Purchaser an officer's
certificate, executed by the President of Seller, certifying as to the
foregoing.

3. PURCHASER REPRESENTATIONS AND WARRANTIES. In order to
induce Seller to accept this Agreement, Purchaser hereby represents and warrants
to Seller, as follows:

(a) OPPORTUNITY TO INVESTIGATE. Purchaser has been given a
full opportunity to ask questions of, and to receive answers from, the officers,
agents and representatives of Seller and of Cartoon concerning the financial
condition and the corporate history and status of Cartoon and to obtain such
other information that Purchaser and Purchaser's professional advisors (if any)
desire in order to evaluate the purchase of the Cartoon Stock. All such
questions have been answered to the full satisfaction of Purchaser.

(b) ACKNOWLEDGMENT OF RISKS. Purchaser acknowledges and
understands that Cartoon is not currently operating, that Cartoon has no assets,
that in purchasing the Cartoon Stock Purchaser is making a highly speculative
and risky investment, and that Purchaser may lose his entire investment in the
Cartoon Stock. As the holder-in-supermajority of Cartoon Stock following the
Closing, Purchaser understands that Cartoon is obligated to file quarterly,
annual, transitional, and current reports with the Securities and Exchange
Commission (the "SEC"), and, Cartoon is delinquent in its filings under its
reporting obligations to the SEC.

(c) SHARES REGISTERED. Purchaser understands that the
Cartoon Stock has been registered under the Securities Exchange Act of 1934;
however, the Purchaser understands that the Cartoon Stock, which is being
acquired pursuant to this Agreement, may be sold, offered for sale, transferred,
pledged, hypothecated or otherwise disposed of in accordance with the rules

Common Stock Purchase Agreement,
January 25, 2005, Page 2

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and regulations of the SEC, and under applicable Federal
securities laws.

(d) MAJORITY SHAREHOLDER. Purchaser understands that Seller
is the current supermajority shareholder in Cartoon, owning ninety-nine percent
(99.9%) of the Cartoon Stock

(e) INDEPENDENT INVESTIGATION. In making Purchaser's
decision to purchase the Cartoon Stock, Purchaser has relied solely upon
independent investigations made by Purchaser. Purchaser has received no
representation or warranty from Seller, Cartoon, or any of the affiliates,
employees, or agents of Seller or Cartoon, except as expressly set forth
herein.

(f) LEGAL AUTHORITY. Purchaser has full power and authority
to execute and deliver this Agreement and to perform his obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of the
Purchaser, enforceable in accordance with its terms and conditions. As of the
Closing all consents, permits or approvals by any third parties, if any,
necessary in order to consummate the transactions contemplated by this Agreement
shall have been obtained.

(g) NONCONTRAVENTION. Neither the execution and the
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (1) conflict with or violate the terms of any
certificate of trust, trust agreement or other instrument governing the
Purchaser; (2) violate any statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Purchaser is subject or (3) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Purchaser is a party or by which it is
bound or to which any of his assets are subject.

(h) ACCURACY AND SURVIVAL OF REPRESENTATIONS. Each
representation and warranty of Purchaser contained herein and all information
furnished by Purchaser to Seller is true, correct, and complete in all respects.
All representations and warranties set forth above will be true, correct and
complete in all respects on and as of the date of the transfer of the Cartoon
Stock by Seller to Purchaser, as if made on and as of such date and shall
survive such transfer.

Common Stock Purchase Agreement,
January 25, 2005

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4. SELLER REPRESENTATIONS AND WARRANTIES. In order to induce
Purchaser to accept this Agreement, Seller hereby represents and warrants to
Purchaser, as follows:

(a) LEGAL AUTHORITY. Seller has full power and authority to execute
and deliver this Agreement and to perform his obligations hereunder. This
Agreement constitutes the valid and legally binding obligation of the Seller,
enforceable in accordance with its terms and conditions. As of the Closing all
consents, permits or approvals of any third parties, if any, necessary in order
to consummate the transactions contemplated by this Agreement shall have been
obtained.

(b) NONCONTRAVENTION. Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby
including the transfer and sale of the Cartoon Stock, will (1) conflict with or
violate the terms of the certificate or Certificate of Incorporation or Bylaws
of Cartoon or any other instrument governing Seller or Cartoon; (2) violate any
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
each of Seller or Cartoon is subject or (3) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Seller or Cartoon is a party or by which either of them are
bound or to which any of their assets are subject.

(c) STOCK OWNERSHIP INFORMATION. Cartoon is a Delaware corporation
that was formed on September 25, 2003. There are 100,000,000 (One Hundred
Million) shares of common stock, par value $0.0001 per share, of which 200,000
shares are issued and outstanding and 20,000,000 (Twenty Million) shares of
preferred stock, par value $0.0001 per share, of which none are issued. There
are no outstanding options, warrants, or other rights to acquire shares of
common stock or shares of preferred stock and there are no

Common Stock Purchase Agreement, January 25, 2005, Page 3 of
7

preemptive rights.

Except for the issuance pursuant to this Agreement, there is no
existing commitment, either actual or contingent, to issue additional shares of
the common or preferred Stock of Cartoon to any person. Seller holds the Cartoon
Stock, free and clear of any restrictions on transfer (other than any
restrictions

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under the Securities Act and state securities laws), taxes,
security interests, options, warrants, purchase rights, contracts, commitments,
equities, claims, and demands. Seller is not party to any option, warrant,
purchase right, or other contract or commitment that could require Seller to
sell, transfer, or otherwise dispose of the Cartoon Stock other than this
Agreement. Seller is not party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of the Cartoon Stock. Upon delivery of
the Cartoon Stock hereunder to Purchaser, Purchaser will be the absolute owner
of the Cartoon Stock, free, clear, and discharged of and from all liens and
encumbrances, with the singular exception of the evidence of indebtedness to
Seller by Purchaser in accordance with the terms and conditions set forth and
contained in this Agreement, in the Note, and in the annexed pledge and security
agreement that operates in accordance with the Note.. As a result of the
consummation of the transactions contemplated hereby and by the Common Stock
Purchase Agreement, the Purchaser will own ninety-two and one-half of one
percent (92.5%) of the issued and outstanding common stock of
Cartoon.

(d) REPRESENTATIONS AND WARRANTIES OF CARTOON IN COMMON STOCK
PURCHASE AGREEMENT. Each representation and warranty of Cartoon by Seller
contained in the Common Stock Purchase Agreement is true and correct as of the
date hereof and will be true and correct as of the Closing hereunder and
thereunder and Seller hereby makes such representations and warranties to
Purchaser to the same extent, and with the same effect, as Cartoon made them to
Purchaser in the Common Stock Purchase Agreement.

(e) ACCURACY AND SURVIVAL OF REPRESENTATIONS. Each representation
and warranty of Seller contained herein and all information furnished by Seller
is true, correct, and complete in all respects. All representations and
warranties set forth above will be true, correct and complete in all respects on
and as of the date of the transfer of the Cartoon Stock by Seller to Purchaser,
as if made on and as of such date and shall survive such transfer.

|5. | LEGENDS AND RESTRICTIONS.                          
|-- | ---------------------------------------------------
|  
|   | (a) COMPLIANCE WITH APPLICABLE SECURITIES LAWS. The
|  

transfer of the Cartoon Stock being purchased pursuant to this
Agreement is governed by various United States Federal and state securities
laws. Therefore, the resale or transfer of the Cartoon Stock by Purchaser shall
only be made in compliance with all applicable securities laws of the United
States. Furthermore, it shall be the responsibility of the Purchaser to timely
notify the SEC of the overall transaction represented

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|by this Agreement.
|------------------

|6. | INDEMNITY AGAINST LIABILITIES.                               
|-- | -------------------------------------------------------------
|  
|   | (a) SELLERS INDEMNIFICATION OF PURCHASER. Seller
      agrees
|  

to
indemnify and hold Purchaser, his counsel, and his agents harmless ("the
Indemnitees") against and in respect

Common Stock Purchase Agreement, January 25, 2005, Page 4 of
7

of any and all losses, liabilities, damages, and expenses
whatsoever, including legal fees, incurred in investigating, preparing, or
defending against any litigation (whether or not involving a third party),
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation, as and when incurred, (i) arising out
of, based upon, or in connection with any breach of any representation,
warranty, covenant, or agreement of Seller contained in this Agreement or of
Cartoon contained in the Common Stock Purchase Agreement; or (ii) arising out
of, based upon, or in connection with any and all claims relating to the
business, properties, assets, and/or operations of the Cartoon which arose prior
to the Closing.

(b) CARTOON'S STOCKHOLDER'S INDEMNIFICATION OF PURCHASER. By his
execution of this Agreement, James W. Margulies, as controlling stockholder of
Cartoon, the Seller hereunder, hereby agrees to indemnify and hold Purchaser,
his counsel and his agents harmless ("the Indemnitees") against and in respect
of any and all losses, liabilities, damages, and expenses whatsoever, including
legal fees, incurred in investigating, preparing, or defending against any
litigation (whether or not involving a third party), commenced or threatened, or
any claim whatsoever, and any and all amounts paid in settlement of any claim or
litigation, as and when incurred, (i) arising out of, based upon, or in
connection with any breach of any representation, warranty, covenant, or
agreement of Seller contained in this Agreement or of Cartoon contained in the
Common Stock Purchase Agreement; or (ii) arising out of, based upon, or in
connection with any and all claims relating to the business, properties, assets,
and/or operations of the Cartoon which arose prior to the Closing.

(c) DURATION OF INDEMNIFICATION. The indemnification provided in
this Section 6 shall only apply to a claim, which is commenced or threatened
within one year from the Closing Date.

7.
GENERAL PROVISIONS.

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(a) NOTICES. Except as expressly provided herein, all notices,
requests or other communications required hereunder shall be in writing and
shall be given by personal delivery, international overnight courier service, or
certified or registered mail, postage prepaid, return receipt requested,
addressed to the respective party at the applicable address set forth herein, or
to any party at such other addresses as shall be specified in writing by such
party to the other parties in accordance with the terms and conditions of this
Section. All notices, requests, or communications shall be deemed effective upon
personal delivery, or seven (7) days following deposit in the mail, or two (2)
business days following deposit with any international overnight courier
service.

In order to be effective, any such Notice
shall be given, as follows:

If to
      Seller:
    
    
    
    James W.
      MarguilesSuite
      25030100 Chagrin
      BoulevardPepper Pike, Ohio 44124


Common Stock Purchase Agreement, January 25, 2005, Page 5 of
7

If
to
Purchaser:                 
Randolph S. Hudson c/o Stephen D. Rogoff, Esq.

Suite 900

14 Franklin Street

Rochester, New York 14604

A
change of address shall be given by written notice in the manner detailed in
this paragraph. Rejection or other refusal to accept or the failure to deliver
due to any change of address of which no notice was given shall not affect the
time at which such notice shall be deemed to have been given and shall
constitute receipt of such communication.

(b) JURISDICTION, VENUE AND GOVERNING LAW. This Agreement is being
made, and performance is to be had, in the City of Cleveland, State of Ohio.
This Agreement shall be governed by, construed, and enforced in accordance with
the laws of the United States of America and the State of Ohio (regardless of
choice of law principles of that jurisdiction or of any other jurisdiction).
This Agreement shall be interpreted as if it had been jointly prepared by the
parties and in the event of any ambiguity, the Agreement shall not be
interpreted as if it had been prepared by any one party. Any action or
proceeding arising in connection herewith shall be litigated in the state and
United States' Federal courts located in Cleveland, Ohio, and each party hereby
waives any right that such party may have to assert the Doctrine

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of Forum Non Conveniens or to object to venue. The parties
each hereby stipulate that the courts located in the City of Cleveland, State of
Ohio, shall have exclusive personal jurisdiction and venue over each party for
the purpose of litigating any such dispute, controversy or proceeding arising
out of or related to this Agreement.

(c) AMENDMENTS; ENTIRE AGREEMENT. This is the entire
agreement between the parties. There are no promises, conditions, covenants, or
terms, which are not contained herein. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors, heirs and
permitted assigns. This Agreement may not be altered, modified, changed, or
canceled, except in a writing signed by all parties.

(d) VALIDITY. If any one or more of the provisions (or any
part thereof) of this Agreement shall be held to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions (or any part thereof) shall not in any way be affected or
impaired thereby.

(e) TIME OF ESSENCE; COOPERATION. Time is of the essence in
the performance of the obligations of the parties in connection with this
Agreement. All parties shall cooperate fully in carrying out the terms of this
Agreement and shall prepare and execute all documents reasonably necessary to
carry out the terms of this Agreement.

(f) COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one agreement. Any party may deliver to the other
party a facsimile of any part of this

Common Stock Purchase Agreement, January 25, 2005, Page 6
of 7

Agreement and may deliver such facsimile by telecopier, as
if this Agreement, or any amendments or modifications hereto, were executed in
the presence of the other party.

IN WITNESS WHEREOF, each of the parties hereby
executes this Agreement of the date first set forth above.



|RANDOLPH S. HUDSON("Purchaser")
|-------------------------------



|/s/ Randolph
      S. HudsonRandolph S.
      Hudson
|----------------------------------------------------

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|JAMES W. MARGULIES("Seller")
|----------------------------



|/s/ James W.
      MarguliesJames W.
      Margulies
|----------------------------------------------------

Common Stock Purchase Agreement, January 25, 2005, Page 7 of
7

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