Exhibit
      12.1





**STOCK
      PURCHASE AGREEMENT**




This
      Stock Purchase Agreement (“Agreement”) is made as of April 7, 2005, by
      8 Holdings LLC, a Colorado limited liability company (“8 Holdings,” or the
“Purchaser”), Metaphor Corp., a Nevada corporation (“Metaphor”), and Mark L.
      Baum, an individual (“Mr. Baum”).




**RECITALS**




A.  Metaphor
      desires to sell and issue, and the Purchaser desires to purchase, shares of
      the
      common stock of Metaphor that will be equal to, in the aggregate, 66.82% of
      the
      issued and outstanding shares of Metaphor immediately after such purchase,
      for
      the consideration and on the terms set forth in this Agreement; and




B.  In
      order
      to induce the Purchaser to enter into this Agreement, and as additional
      consideration therefore, Metaphor and Mr. Baum desires to make certain
      agreements contained in this Agreement.




**AGREEMENT**




In
      consideration of the premises and the covenants and representations set forth
      herein, and for other good and valuable consideration, the parties, intending
      to
      be legally bound, agree as follows:




**1.**
            **DEFINITIONS**




For
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1:




***“ABCI”*** -- as
      defined in Section 3.1(c).




***“ABCI
      Merger”*** --
      as
      defined in Section 3.1(c).




***“Accounts
      Receivable”*** -- as
      defined in Section 3.6.




***“Balance
      Sheet”*** --as
      defined in Section 3.4(b).




***“Breach”*** --a ***“Breach”*** of a
      representation, warranty, covenant, obligation, or other provision of this
      Agreement or any instrument delivered pursuant to this Agreement will be deemed
      to have occurred if there is or has been (a) any inaccuracy in or breach of,
      or
      any failure to perform or comply with, such representation, warranty, covenant,
      obligation, or other provision, or (b) any claim (by any Person) or other
      occurrence or circumstance that is or was inconsistent with such representation,
      warranty, covenant, obligation, or other provision, and the term “Breach” means
      any such inaccuracy, breach, failure, claim, occurrence, or
      circumstance.




***“Baum
      Lock-Up Agreement”*** -- as
      defined in Section 2.4(a)(vi).




***“Baum
      Note”*** -- as
      defined in Section 2.4(a)(v).




***“Closing”*** --
      as
      defined in Section 2.3.




***“Closing
      Date”*** -- the
      date and time as of which the Closing actually takes place.




***“Consent”*** --
      any
      approval, consent, ratification, waiver, or other authorization (including
      any
      Governmental Authorization).




***“Consideration”*** -- as
      defined in Section 2.2.




***“Contemplated
      Transactions”*** --
      all of
      the transactions contemplated by this Agreement, including the following: (a)
      the issuance of the Shares by Metaphor to the Purchaser or its designees; (b)
      the execution, delivery, and performance of the Escrow Agreement, the JMAX
      Consulting Agreement, the Baum Note, and the Baum Lock-Up Agreement; (c) the
      performance by the Purchaser and Metaphor of their respective covenants and
      obligations under this Agreement; and (d) the Purchaser’s acquisition and
      ownership of the Shares and exercise of control over Metaphor.




***“Contract”*** --
      any
      agreement, lease, license, contract, obligation, promise, or undertaking
      (whether written or oral and whether express or implied) that is legally
      binding.




***“Damages”*** --
      as
      defined in Section 10.2.




***“Encumbrance”*** --
      any
      charge, claim, community property interest, condition, equitable interest,
      lien,
      option, pledge, security interest, right of first refusal, or restriction of
      any
      kind, including any restriction on use, voting, transfer, receipt of income,
      or
      exercise of any other attribute of ownership.




***“Environment”*** --
      soil,
      land surface or subsurface strata, surface waters (including navigable waters,
      ocean waters, streams, ponds, drainage basins, and wetlands), groundwater,
      drinking water supply, stream sediments, ambient air (including indoor air),
      plant and animal life, and any other environmental medium or natural
      resource.




***“Environmental,
      Health, and Safety Liabilities”*** --
      any
      cost, damages, expense, liability, obligation, or other responsibility arising
      from or under Environmental Law or Occupational Safety and Health Law and
      consisting of or relating to:




(a)  any
      environmental, health, or safety matters or conditions (including on-site or
      off-site contamination, occupational safety and health, and regulation of
      chemical substances or products);




(b)  fines,
      penalties, judgments, awards, settlements, legal or administrative proceedings,
      damages, losses, claims, demands and response, investigative, remedial, or
      inspection costs and expenses


arising
      under
      Environmental Law or Occupational Safety and Health Law;




(c)  financial
      responsibility under Environmental Law or Occupational Safety and Health Law
      for
      cleanup costs or corrective action, including any investigation, cleanup,
      removal, containment, or other


remediation
      or response actions required by applicable Environmental Law or Occupational
      Safety and Health Law (whether or not such actions have been required or
      requested by any


Governmental
      Body or any other Person) and for any natural resource damages; or




(d)  any
      other
      compliance, corrective, investigative, or remedial measures required under
      Environmental Law or Occupational Safety and Health Law.




The
      terms
“removal,”“remedial,” and “response action,” include the types of activities
      covered by the United States Comprehensive Environmental Response, Compensation,
      and Liability Act, 42 U.S.C. § 9601 et seq., as amended.







***“Environmental
      Law”*** --
      any
      Legal Requirement that requires or relates to:




(a)  advising
      appropriate authorities, employees, and the public of intended or actual
      releases of pollutants or hazardous substances or materials, violations of
      discharge limits, or other prohibitions and


of
      the
      commencements of activities, such as resource extraction or construction, that
      could have significant impact on the Environment;




(b)  preventing
      or reducing to acceptable levels the release of pollutants or hazardous
      substances or materials into the Environment;




(c)  reducing
      the quantities, preventing the release, or minimizing the hazardous
      characteristics of wastes that are generated;




(d)  assuring
      that products are designed, formulated, packaged, and used so that they do
      not
      present unreasonable risks to human health or the Environment when used or
      disposed of;




(e)  protecting
      resources, species, or ecological amenities;




(f)  reducing
      to acceptable levels the risks inherent in the transportation of hazardous
      substances, pollutants, oil, or other potentially harmful
      substances;




(g)  cleaning
      up pollutants that have been released, preventing the threat of release, or
      paying the costs of such clean up or prevention; or




(h)  making
      responsible parties pay private parties, or groups of them, for damages done
      to
      their health or the Environment, or permitting self-appointed representatives
      of
      the public interest to recover


for
      injuries
      done to public assets.




***“Escrow
      Agent”*** - shall
      mean Patton Boggs LLP or such other Person as the parties hereto may
      select.




***“Escrow
      Agreement”*** - as
      defined in Section 2.4(a).




***“Exchange
      Act”*** -- the
      Securities Exchange Act of 1934, as amended, or any successor law, and
      regulations and rules issued pursuant to that Act or any successor
      law.




***“Financing”*** --
      gross
      proceeds raised by equity and/or convertible debt funding in an amount of at
      least $15,000,000, a majority of which will be expended on or before the Closing
      for the Media Acquisition and the


Contemplated
      Transactions, together with costs of the Media Acquisition and the Contemplated
      Transactions.




***“GAAP”*** --
      generally accepted United States accounting principles.




***“Governmental
      Authorization”*** --
      any
      approval, consent, license, permit, waiver, or other authorization issued,
      granted, given, or otherwise made available by or under the authority of any
      Governmental Body or pursuant


to
      any
      Legal Requirement.




***“Governmental
      Body”*** --
      any:




(a)  nation,
      state, county, city, town, village, district, or other jurisdiction of any
      nature;




(b)  federal,
      state, local, municipal, foreign, or other government;




(c)  governmental
      or quasi-governmental authority of any nature (including any governmental
      agency, branch, department, official, or entity and any court or other
      tribunal);




(d)  multi-national
      organization or body; or




(e)  body
      exercising, or entitled to exercise, any administrative, executive, judicial,
      legislative, police, regulatory, or taxing authority or power of any
      nature.




***“Hazardous
      Materials”*** --
      any
      waste or other substance that is listed, defined, designated, or classified
      as,
      or otherwise determined to be, hazardous, radioactive, or toxic or a pollutant
      or a contaminant under or pursuant to


any
      Environmental Law, including any admixture or solution thereof, and specifically
      including petroleum and all derivatives thereof or synthetic substitutes
      therefor and asbestos or asbestos-containing materials.




***“Indemnified
      Persons”*** --
      as
      defined in Section 10.2.




***“IRC”*** --
      the
      Internal Revenue Code of 1986 or any successor law, and regulations issued
      by
      the IRS pursuant to the Internal Revenue Code or any successor law.




***“IRS”*** --
      the
      United States Internal Revenue Service or any successor agency, and, to the
      extent relevant, the United States Department of the Treasury.




***“JMAX
      Consulting Agreement”*** -- as
      defined in Section 2.5(a)(iv).




***“Knowledge”*** -
      a human
      being, including, but not limited to, Mark L. Baum, will be deemed to have
      “Knowledge” of a particular fact or other matter if such individual is actually
      aware of such fact or other matter or should


have
      known about such fact or matter based on the information in that individual’s
      possession or made available to him. A Person (other than a human being) will
      be
      deemed to have “Knowledge” of a particular fact or other


matter
      if
      any individual who is serving, or who has at any time served, as a director,
      officer, partner, executor, or trustee of such Person (or in any similar
      capacity) has, or at any time had, Knowledge of such fact or other


matter.




***“Legal
      Requirement”*** --
      any
      federal, state, local, municipal, foreign, international, multinational, or
      other administrative order, constitution, law, ordinance, principle of common
      law, regulation, statute, or treaty.




***“Listed
      Liabilities”*** -- as
      defined in Section 2.5(b)(iii).




***“Media
      Acquisition”*** -
      means
      the acquisition by Metaphor pursuant to the Media Acquisition
      Agreement.




***“Media
      Acquisition Agreement”*** - means
      that certain Sale and Purchase Agreement to be entered into by and among
      Metaphor, Hong Kong Huicong International Group Limited, and the other parties
      named


therein, substantially
      in the form attached hereto as Exhibit A.




***“Metaphor”*** --
      as
      defined in the first paragraph of this Agreement.




***“Metaphor
      Closing Documents”*** -- as
      defined in Section 3.2(a).




***“Metaphor
      Common Stock”*** -- as
      defined in Section 3.3(a).




***“Metaphor
      Disclosure Schedule”*** --
      the
      disclosure schedule delivered by Metaphor to the Purchaser concurrently with
      the
      execution and delivery of this Agreement.




***“Mr.
      Baum”*** -- as
      defined in the first paragraph of this Agreement




***“Occupational
      Safety and Health Law”*** --
      any
      Legal Requirement designed to provide safe and healthful working conditions
      and
      to reduce occupational safety and health hazards, and any program, whether
      governmental


or
      private (including those promulgated or sponsored by industry associations
      and
      insurance companies), designed to provide safe and healthful working
      conditions.




***“Order”*** --
      any
      award, decision, injunction, judgment, order, ruling, subpoena, or verdict
      entered, issued, made, or rendered by any court, administrative agency, or
      other
      Governmental Body or by any arbitrator.




***“Ordinary
      Course of Business”*** --
      an
      action taken by a Person will be deemed to have been taken in the “Ordinary
      Course of Business” only if:




(a)  such
      action is consistent with the past practices of such Person and is taken in
      the
      ordinary course of the normal day-to-day operations of such Person;




(b)  such
      action is not required to be authorized by the board of directors of such Person
      (or by any Person or group of Persons exercising similar authority);
      and




(c)  such
      action is similar in nature and magnitude to actions customarily taken, without
      any authorization by the board of directors (or by any Person or group of
      Persons exercising similar authority), in


the
      ordinary
      course of the normal day-to-day operations of other Persons that are in the
      same
      line of business as such Person.




***“Organizational
      Documents”*** --
      the
      articles or certificate of incorporation and the bylaws of a corporation, or
      the
      articles or certificate of organization and the limited liability company
      agreement of a limited liability


company,
      and any amendment thereto.




***“Person”*** --
      any
      individual, corporation (including any non-profit corporation), general or
      limited partnership, limited liability company, joint venture, estate, trust,
      association, organization, labor union, or other entity or


Governmental
      Body.




***“Proceeding”*** --
      any
      action, arbitration, audit, hearing, investigation, litigation, or suit (whether
      civil, criminal, administrative, investigative, or informal) commenced, brought,
      conducted, or heard by or before, or otherwise


involving,
      any Governmental Body or arbitrator.




***“Reporting
      Expenses”*** - as
      defined in Section 2.7 of this Agreement.




***“Required
      Documents”*** - as
      defined in Section 11.16 of this Agreement.




***“SEC”*** -- the
      Securities and Exchange Commission.




***“SEC
      Documents”*** -- as
      defined in Section 3.4(a) of this Agreement.




***“Securities
      Act”*** --
      the
      Securities Act of 1933, as amended, or any successor law, and regulations and
      rules issued pursuant to that Act or any successor law.




***“Shares”*** --
      as
      defined in Section 2.1 of this Agreement




***“Tax
      Return”*** --
      any
      return (including any information return), report, statement, schedule, notice,
      form, or other document or information filed with or submitted to, or required
      to be filed with or submitted to, any


Governmental
      Body in connection with the determination, assessment, collection, or payment
      of
      any Tax or in connection with the administration, implementation, or enforcement
      of or compliance with any Legal


Requirement
      relating to any Tax.




***“Threatened”*** --
      a
      claim, Proceeding, dispute, action, or other matter will be deemed to have
      been
“Threatened” if any demand or statement has been made (orally or in writing) or
      any notice has been given (orally or in


writing),
      or if any other event has occurred or any other circumstances exist, that would
      lead a prudent Person to conclude that such a claim, Proceeding, dispute,
      action, or other matter is likely to be asserted, commenced,


taken,
      or
      otherwise pursued in the future.







**2.**
            **SALE
                AND TRANSFER OF SHARES; ESCROW
                CLOSING**




2.1  Shares




.
      Subject
      to the terms and conditions of this Agreement, at the Closing Metaphor will
      sell
      and transfer to the Purchaser and/or its designees a number of shares of
      Metaphor Common Stock equal to, in the aggregate, 66.82% of the Metaphor Common
      Stock issued and outstanding immediately subsequent to Closing (the “Shares”).
      In addition, at the Closing the Purchaser and/or its designees shall receive,
      and the “Shares” shall also include, that number of shares of Metaphor Common
      Stock equal to the difference between 30.86% of the Metaphor Common Stock issued
      and outstanding immediately subsequent to the closing of the transactions
      contemplated in the Media Acquisition Agreement and the number of shares issued
      by Metaphor pursuant to the Media Acquisition Agreement. Allocation of the
      Shares among the Purchaser and its designees will be determined according to
      the
      written instructions of 8 Holdings that 8 Holdings will deliver to Metaphor
      at
      least five business days prior to the Closing Date (the “Share Allocation
      Notice”).




2.2  Consideration




.
      In
      consideration for the Shares, and subject to the terms and conditions of this
      Agreement, at the Closing the Purchaser shall transfer to Metaphor the proceeds
      of the Financing, reduced by the costs of the Financing and the Contemplated
      Transactions (the “Consideration”).




2.3  Closing




.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) will
      take place at the offices of Patton Boggs LLP, in Denver, Colorado, or at such
      other location as the parties hereto agree, on the earlier of (a) June 30,
      2005;
      or (b) the date that is five business days following the date designated by
      8
      Holdings, or at such other time and places to which Metaphor and 8 Holdings
      agree.




Subject
      to the provisions of Section 9, failure to consummate the purchase and sale
      provided for in this Agreement on the date and time and at the place determined
      pursuant to this Section 2.3 will not result in the termination of this
      Agreement and will not relieve any party of any obligation under this
      Agreement.




2.4  Escrow .




(a)  Concurrent
      with the execution of this Agreement, Metaphor will deliver to the Escrow Agent,
      under an escrow agreement substantially in the form of Exhibit
      A attached
      hereto (the “Escrow


Agreement”)
      which the Escrow Agent and the parties to this Agreement shall enter into at
      the
      time of execution of this Agreement:




(i)  a number
      of shares of Metaphor Common Stock equal to 66.82% of the Metaphor Common Stock
      issued and outstanding on the date hereof, issueable to the Purchaser or


its designees;




(ii)  a
      copy of
      duly executed resolutions of Metaphor’s board of directors, certified by the
      President and Secretary of Metaphor, electing Harlan Kleiman, and Clive Ng,
      and/or other


directors
      designated to Metaphor by 8 Holdings, to be directors of Metaphor effective
      as
      of the Closing Date;




(iii)  resignations
      of each of the directors of Metaphor, effective as of the Closing
      Date;




(iv)  a
      copy of
      the consulting agreement in the form of Exhibit 2.4(a)(iv), executed by Metaphor
      and JMAX Holdings, Inc., to be effective as of the Closing Date (the “JMAX
      Consulting


Agreement”);




(v)  a
      copy of
      the note payable by Metaphor to Mr. Baum in the form of Exhibit 2.4(a)(v),
      due
      and payable on the Closing Date (the “Baum Note”);




(vi)  a
      “no-sale and lock-up” written agreement in the form of Exhibit 2.4(a)(vi)
      executed by Metaphor and Mr. Baum, to be effective as of the Closing Date (the
      “Baum Lock-Up


Agreement”);
      and




(vii)  a
      number
      of shares of Metaphor Common Stock equal to 30.68% of the Metaphor Common Stock
      issued and outstanding on the date hereof, to be exchanged by Metaphor


pursuant
      to
      the Media Acquisition Agreement.




(b)  Concurrent
      with the execution of this Agreement, 8 Holdings will deliver to the Escrow
      Agent, under the Escrow Agreement, $65,000.




2.5  Closing
      Obligations




At
      the
      Closing:




(a)  The
      Escrow Agent, pursuant to the Escrow Agreement, will deliver to the
      Purchaser:




(i)  certificates
      representing the Shares issued to the Purchaser or its designees in the amounts
      to be delivered to Metaphor by 8 Holdings in accordance with Section 2.1 of
      this


Agreement;




(ii)  a
      copy of
      duly executed resolutions of Metaphor’s board of directors, certified by the
      President and Secretary of Metaphor, electing Harlan Kleiman, and Clive Ng,
      and/or other


directors
      designated to Metaphor by 8 Holdings, to be directors of Metaphor effective
      as
      of the Closing Date;




(iii)  resignations
      of each of the directors of Metaphor, effective as of the Closing
      Date;




(iv)  the
      JMAX
      Consulting Agreement;




(v)  the
      Baum
      Note; and




(vi)  the
      Baum
      Lock-Up Agreement.




(b)  Metaphor
      will deliver to the Purchaser:




(i)  a
      certificate executed by the President and Secretary of Metaphor representing
      and
      warranting to the Purchaser that each of Metaphor’s representations and
      warranties in this


Agreement
      was
      accurate in all respects as of the date of this Agreement and is accurate in
      all
      respects as of the Closing Date as if made on the Closing Date;




(ii)  a
      certificate executed by the President and Secretary of Metaphor certifying
      as to
      (A) its Organizational Documents, (B) the incumbency of its officers, and (C)
      resolutions of both


the
      board of
      directors and shareholders of Metaphor authorizing the transactions described
      herein;




(iii)  The
      updated list of all Metaphor liabilities (the “Listed Liabilities”) as described
      in Section 2.6;




(iv)  The
      updated list of all Reporting Expenses as described in Section 2.7;
      and




(v)  A
      list of
      all of the shareholders of Metaphor as of the Closing Date, including the number
      of shares of Metaphor Common Stock each shareholder owns.




(c)  The
      Purchaser will deliver to Metaphor:




(i)  the
      Consideration; and




(ii)  a
      certificate executed on behalf of the Purchaser representing and warranting
      to
      Metaphor that each of the Purchaser’s representations and warranties in this
      Agreement was


accurate
      in
      all respects as of the date of this Agreement and is accurate in all respects
      as
      of the Closing Date as if made on the Closing Date.




(d)  The
      Escrow Agent, in accordance with the Escrow Agreement, will deliver the $65,000
      placed in escrow pursuant to Section 2.4(b) of this Agreement to Mr. Baum for
      payment of certain Metaphor


liabilities
      as described in Section 2.6 below.




2.6  Metaphor
      Liabilities




Attached
      hereto as Exhibit
      2.6 is a
      list of all of Metaphor’s outstanding liabilities as of the date hereof. This
      list will be updated at the Closing. At the Closing, 8 Holdings shall
      provide Mr. Baum with $65,000 to satisfy all of Metaphor’s outstanding
      liabilities as of the time of Closing. To the extent that Mr. Baum satisfies
      Metaphor’s liabilities for less than $65,000, Mr. Baum shall be entitled to
      retain the difference. Mr. Baum will assume, and indemnify Metaphor
      for,
      all liability, costs, and expenses related to these liabilities pursuant to
      the
      provisions of Sections 10.2 and 10.3 of this Agreement.




2.7  Exchange
      Act Filing Expenses




If,
      during the period beginning immediately after the date Metaphor filed its Form
      10-KSB for the fiscal year ended December 31, 2004 and ending on the Closing
      Date, Metaphor incurs a reasonable third-party expense in the preparation or
      filing of either a Form 10-QSB or a Form 8-K pursuant to the Exchange Act,
      8
      Holdings shall, on the Closing Date, reimburse Metaphor for such reasonable
      third-party expenses (“Reporting Expenses”). No later than ten days before the
      Closing Date, Metaphor shall provide 8 Holdings with a list of all of its
      Reporting Expenses. This list will be updated at Closing. The provisions of
      this
      paragraph are based on the assumption that Mr. Baum will prepare, at no charge
      to Metaphor, all such reports in the same manner and to the same extent that
      he
      has done prior to the date of this Agreement.







**3.**
            **REPRESENTATIONS
                AND WARRANTIES OF METAPHOR**




Metaphor
      represents and warrants that, except as set forth in the Metaphor Disclosure
      Schedule attached hereto as Schedule
      A ,
      the
      statements contained in this Section 3 are true and correct as of the
      date
      of this Agreement and shall be true and correct as of the Closing
      Date.




3.1  Organization
      and Good Standing .




(a)  Metaphor
      is a corporation duly organized, validly existing, and in good standing under
      the laws of the State of Nevada, with full corporate power and authority to
      conduct its business as it is


now being
      conducted, to own or use the properties and assets that it purports to own
      or
      use, and to perform all its obligations under applicable Contracts. Metaphor
      is
      duly qualified to do business as a


foreign
      corporation and is in good standing under the laws of each state or other
      jurisdiction where such qualification is required.




(b)  Metaphor
      has delivered to 8 Holdings complete and correct copies of Metaphor’s
      Organizational Documents as currently in effect, and such Organizational
      Documents have not been amended,


corrected,
      restated or superseded in any way. Metaphor is not in violation, nor has it
      taken any action in violation, of any provisions of its Organizational
      Documents. Metaphor has delivered to 8 Holdings


minutes
      of all of Metaphor’s board of directors and stockholders meetings, all of which
      are complete and accurate as of the date of this Agreement and as of the Closing
      Date.




(c)  Metaphor
      has delivered to 8 Holdings complete and correct copies of the Organizational
      Documents of ABCI Holdings, Inc., a Delaware corporation (“ABCI”), as in effect
      as of the date of the merger


between
      Metaphor and ABCI (the “ABCI Merger”). ABCI took no action in violation of any
      provisions of its Organizational Documents in consummating either the ABCI
      Merger, or any transactions


incident
      to the ABCI Merger. Metaphor has delivered to 8 Holdings minutes of all of
      ABCI’s board of directors and stockholders meetings, all of which were complete
      and accurate as of the date of the


ABCI
      Merger.




3.2  Authority;
      No Conflict .




(a)  This
      Agreement constitutes the legal, valid, and binding obligation of Metaphor,
      enforceable against Metaphor in accordance with its terms. Upon the execution
      and delivery by Metaphor of (i) the


JMAX
      Consulting Agreement; (ii) the Baum Note; and (iii) the Baum Lock-Up Agreement
      (collectively, the “Metaphor Closing Documents”), the Metaphor Closing Documents
      will constitute the legal,


valid,
      and binding obligations of Metaphor, enforceable against Metaphor in accordance
      with their respective terms. Metaphor has the absolute and unrestricted right,
      power, authority, and capacity to


execute
      and deliver this Agreement and the Metaphor Closing Documents and to perform
      its
      obligations under this Agreement and the Metaphor Closing
      Documents.




(b)  This
      Agreement constitutes the legal, valid, and binding obligation of Mr. Baum,
      enforceable against Mr. Baum in accordance with its terms. Upon the execution
      and delivery by Mr. Baum of


the Baum
      Lock-Up Agreement, and as of the Closing Date, the Baum Lock-Up Agreement will
      constitute the legal, valid, and binding obligation of Mr. Baum, enforceable
      against Mr. Baum in


accordance
      with its terms.




(c)  Except
      as
      set forth in Section 3.2(c) of the Metaphor Disclosure Schedule, neither
      the execution and delivery of this Agreement nor the consummation or performance
      of any of the Contemplated


Transactions
      will, directly or indirectly (with or without notice or lapse of
      time):




(i)  contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of Metaphor, or (B) any resolution adopted by the
      board
      of directors or the


stockholders
      of Metaphor;




(ii)  contravene,
      conflict with, or result in a violation of, or give any Governmental Body or
      other Person the right to challenge any of the Contemplated Transactions or
      to
      exercise any


remedy
      or
      obtain any relief under, any Legal Requirement, Governmental Authorization,
      or
      any Order to which Metaphor, or any of the assets owned or used by Metaphor,
      may
      be


subject;




(iii)  cause
      Metaphor or the Purchaser to become subject to, or to become liable for the
      payment of, any Tax;




(iv)  cause
      any
      of the assets owned by Metaphor to be reassessed or revalued by any taxing
      authority or other Governmental Body;




(v)  contravene,
      conflict with, or result in a violation or breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the


maturity
      or
      performance of, or to cancel, terminate, or modify, any Contract;
      or




(vi)  result
      in
      the imposition or creation of any Encumbrance upon or with respect to any of
      the
      assets owned or used by Metaphor.




(d)  Except
      as
      set forth in Section 3.2(d) of the Metaphor Disclosure Schedule, Metaphor
      is not or will not be required to give any notice to or obtain any Consent
      from
      any Person in connection with the


execution
      and
      delivery of this Agreement or the consummation or performance of any of the
      Contemplated Transactions.




3.3  Capitalization ;
      Shareholders .




(a)  The
      authorized equity securities of the Company consist of (1) 100,000,000 shares
      of
      common stock (the “Metaphor Common Stock”), par value $0.0001 per share, of
      which 509,705 shares are issued


and
      outstanding, and (ii) 10,000,000 shares of preferred stock, none of which is
      issued or outstanding. All of the outstanding shares of Metaphor Common Stock
      have been duly authorized and


validly
      issued and are fully paid and nonassessable. There are no outstanding or
      authorized options, warrants, purchase rights, subscription rights, conversion
      rights, exchange rights, or other


Contracts
      or
      commitments relating to the issuance, sale, or transfer of any Metaphor Common
      Stock or other securities of Metaphor. None of the outstanding equity securities
      or other securities of


Metaphor
      was
      issued in violation of the Securities Act or any other Legal Requirement.
      Metaphor does not own, or have any Contract to acquire, any equity securities
      or
      other securities of any


Person
      or any
      direct or indirect equity or ownership interest in any other
      business.




(b)  Metaphor
      has delivered to 8 Holdings, and will update at Closing pursuant to Section
      2.5(b)(v), a complete and correct list of all the shareholders of Metaphor,
      including the number of shares of


Metaphor
      Common Stock each shareholder owns. As of the date of this Agreement, as well
      as
      on the Closing Date, there are, and will be, at least 100 round-lot shareholders
      of Metaphor. A “round-


lot
      shareholder” is a shareholder owning at least 100 shares of
      Metaphor.




3.4  Financial
      Statements ;
      Securities and Exchange Commission Filings .




(a)  Metaphor
      has made available to the Purchaser each statement, report, registration
      statement (with the prospectus in the form filed pursuant to Rule 424(b) of
      the
      Securities Act), definitive proxy


statement,
      and other reports filed with the SEC by Metaphor or ABCI prior to the date
      of
      this Agreement, and will furnish to the Purchaser, at the time of filing with
      the SEC, true and complete copies


of
      any
      additional documents filed with the SEC by Metaphor after the date hereof and
      prior to the Closing (collectively, the "SEC Documents"). As of their respective
      filing dates, the SEC


Documents
      complied in all material respects with the requirements of the Exchange Act
      and
      the Securities Act, and the rules promulgated thereunder, except as modified
      by
      subsequent reports. All


documents
      required to be filed as exhibits to the SEC Documents have been so filed, and
      all material contracts so filed as exhibits are in full force and effect, except
      those which have expired in


accordance
      with their terms, and neither Metaphor nor any of its Affiliates is in material
      default thereof. None of the SEC Documents, as of their respective dates,
      contained any untrue statement of a


material
      fact
      or omitted to state a material fact required to be stated therein or necessary
      in order to make the statements made therein, in light of the circumstances
      under which they were made, not


misleading.




(b)  Metaphor
      has delivered to 8 Holdings audited financial statements of Metaphor, as
      required by Form 10-KSB, as of and for the year ended December 31, 2004
      (including the notes thereto, if any, the


“Balance
      Sheet”).




(c)  The
      financial statements of Metaphor, including the notes thereto, included in
      the
      SEC Documents (the "Metaphor Financial Statements") were complete and correct
      in
      all material respects as of their


respective
      dates, complied as to form in all material respects with applicable accounting
      requirements and with the published rules and regulations of the SEC with
      respect thereto as of their


respective
      dates, and have been prepared in accordance with GAAP and Regulation S-X (17
      CFR
      Part 210), applied on a basis consistent throughout the periods indicated and
      consistent with each


other
      (except
      as may be indicated in the notes thereto or, in the case of unaudited statements
      included in quarterly reports on Form 10-QSB, as permitted by Form 10-QSB of
      the
      SEC). The Metaphor


Financial
      Statements and the Balance Sheet fairly present the financial condition and
      operating results of Metaphor or ABCI at the dates and during the periods
      indicated therein (subject, in the case


of
      unaudited
      statements, to normal year-end adjustments).




3.5  Books
      and Records




The
      books
      of account, minute books, stock record books, and other records of Metaphor
      and
      ABCI, all of which have been made available to the Purchaser, are complete
      and
      correct and have been maintained in accordance with sound business practices
      and
      the requirements of Section 13(b)(2) of the Exchange Act, including the
      maintenance of an adequate system of internal controls. The minute book of
      Metaphor contains accurate and complete records of all meetings held of, and
      corporate action taken by, the stockholders, the boards of directors, and
      committees of the boards of directors of Metaphor, and no meeting of any such
      stockholders, board of directors, or committee has been held for which minutes
      have not been prepared and are not contained in such minute books. At the
      Closing, all of those books and records will be in the possession of
      Metaphor.




3.6  Assets;
      Accounts Receivable




Except
      as
      set forth in Section 3.6 of the Metaphor Disclosure Schedule, Metaphor owns
      no
      direct or indirect interest in any properties or assets (whether real, personal,
      or mixed and whether tangible or intangible). All accounts receivable, if any,
      of Metaphor on the accounting records of Metaphor as of the Closing Date
      (collectively, the “Accounts Receivable”) represent or will represent valid
      obligations arising from the Ordinary Course of Business. Unless paid prior
      to
      the Closing Date, the Accounts Receivable are or will be as of the Closing
      Date
      current and collectible net of the respective reserves shown on the accounting
      records of Metaphor as of the Closing Date (which reserves are adequate and
      calculated consistent with past practice). There is no contest, claim, or right
      of set-off under any Contract with any obligor of an Accounts Receivable
      relating to the amount or validity of such Accounts Receivable.




3.7  No
      Undisclosed Liabilities ;
      Liabilities as of the Closing Date




Metaphor
      has no liabilities or obligations of any nature (whether known or unknown and
      whether absolute, accrued, contingent, or otherwise) except for liabilities
      or
      obligations reflected or reserved against in the Balance Sheet and current
      liabilities incurred in the Ordinary Course of Business since the date
      thereof.




3.8  Taxes .




(a)  Metaphor
      and ABCI have filed or caused to be filed on a timely basis all Tax Returns
      that
      are or were required to be filed by or with respect to either of them, either
      separately or as a member of a


group
      of
      corporations, pursuant to applicable Legal Requirements. Metaphor has delivered
      to 8 Holdings copies of, and Section 3.7 of the Metaphor Disclosure
      Statement contains a complete and


accurate
      list
      of, all such Tax Returns. Metaphor and ABCI have paid, or made provision for
      the
      payment of, all Taxes that have or may have become due pursuant to those Tax
      Returns or otherwise,


or
      pursuant to any assessment
      received by Metaphor or ABCI, except such Taxes, if any, as are listed in
      Section 3.7 of the Metaphor Disclosure Schedule and are being contested
      in
      good faith and


as
      to which
      adequate reserves (determined in accordance with GAAP) have been provided in
      Section 3.7 of the Metaphor Disclosure Statement.




(b)  The
      United States federal and state income Tax Returns of Metaphor and ABCI subject
      to such Taxes have not been audited by the IRS or relevant state tax
      authorities. Except as described in


Section 3.11
      of
      the Metaphor Disclosure Schedule, neither Metaphor nor ABCI has not given or
      been requested to give waivers or extensions (or is or would be subject to
      a
      waiver or extension


given
      by any
      other Person) of any statute of limitations relating to the payment of Taxes
      of
      Metaphor or ABCI, or for which either Metaphor or ABCI may be
      liable.




(c)  The
      charges, accruals, and reserves with respect to Taxes on the respective books
      of
      Metaphor are adequate (determined in accordance with GAAP) and are at least
      equal to Metaphor’s liability for


Taxes.
      There
      exists no proposed tax assessment against Metaphor. No consent to the
      application of Section 341(f)(2) of the IRC has been filed with respect to
      any
      property or assets held, acquired,


or
      to be
      acquired by Metaphor. All Taxes that Metaphor is or was required by Legal
      Requirements to withhold or collect have been duly withheld or collected and,
      to
      the extent required, have been


paid
      to the
      proper Governmental Body or other Person.




(d)  All
      Tax
      Returns filed by Metaphor are true, correct, and complete. There is no tax
      sharing agreement that will require any payment by Metaphor after the date
      of
      this Agreement.




3.9  No
      Material Adverse Change




Since
      the
      date of the Balance Sheet, there has not been any material adverse change in
      the
      business, operations, properties, prospects, assets, or condition of Metaphor,
      and no event has occurred or circumstance exists that may result in such a
      material adverse change.




3.10  Employee
      Benefits ;
      Labor Matters .




(a)  Except
      as
      disclosed in Section 3.10 of the Metaphor Disclosure Schedule, neither Metaphor
      nor ABCI has ever sponsored, maintained, or participated in any plan, program,
      policy, practice, contract,


agreement
      or
      other arrangement providing for compensation, severance, termination pay,
      deferred compensation, performance awards, employee pension benefit plans,
      stock
      or stock-related awards,


welfare
      benefits, fringe benefits or other employee benefits or remuneration of any
      kind, whether written, unwritten or otherwise, funded or unfunded, including
      each “employee benefit plan,” within


the
      meaning
      of Section 3(3) of ERISA for the benefit of any employee. Except as set forth
      in
      Section 3.10 of the Metaphor Disclosure Schedule, Metaphor has no employees,
      consultants, or


independent
      contractors. Section 3.10 of the Metaphor Disclosure Schedule sets forth any
      compensation, accrued time off, retention bonus, or transaction bonus payable
      to
      any employee,


consultant,
      or independent contractor of Metaphor.




(b)  There
      are
      no collective bargaining agreements to which either Metaphor or ABCI was a
      party
      or was subject to. Metaphor and ABCI complied with all applicable then current
      laws respecting


employment
      and employment practices, terms and conditions of employment and wages and
      hour.
      Neither Metaphor nor ABCI has received written notice of any unfair labor
      practices complaint


pending
      against them before the National Labor Relations Board.







3.11  Compliance
      With Legal Requirements; Governmental Authorizations .




(a)  Except
      as
      set forth in Section 3.11 of the Metaphor Disclosure Schedule:




(i)  Metaphor
      is, and Metaphor and ABCI at all times since December 31, 1996 have been, in
      full compliance with each Legal Requirement that is or was applicable to them
      or
      to the


conduct
      or
      operation of their business or the ownership or use of any of their
      assets;




(ii)  no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time):




(A)  may
      constitute or result in a violation by Metaphor of, or a failure on the part
      of
      Metaphor to comply with, any Legal Requirement; or




(B)  may
      give
      rise to any obligation on the part of Metaphor to undertake, or to bear all
      or
      any portion of the cost of, any remedial action of any nature; and




(iii)  neither
      Metaphor nor ABCI has received any notice or other communication (whether oral
      or written) from any Governmental Body or any other Person
      regarding:




(A)  any
      actual, alleged, possible, or potential violation of, or failure to comply
      with,
      any Legal Requirement or Government Authorization; or




(B)  any
      actual, alleged, possible, or potential obligation on the part of Metaphor
      or
      ABCI to undertake, or to bear all or any portion of the cost of, any remedial
      action of any nature.




3.12  Legal
      Proceedings; Orders .




(a)  There
      is
      no pending Proceeding: (i) that has been commenced by or against either Metaphor
      or ABCI, or that otherwise relates to or may affect the business of, or any
      of
      the assets owned or used


by,
      Metaphor
      or ABCI; or (ii) that challenges, or that may have the effect of preventing,
      delaying, making illegal, or otherwise interfering with, any of the Contemplated
      Transactions. To the


Knowledge
      of
      Metaphor, (1) no such Proceeding has been Threatened, and (2) no event has
      occurred or circumstance exists that may give rise to or serve as a basis for
      the commencement of any


such
      Proceeding.




(b)  Metaphor
      is, and at all times Metaphor and ABCI have been, in full compliance with all
      of
      the terms and requirements of each Order to which it, or any of the assets
      owned
      or used by it, is or has


been
      subject.




3.13  Absence
      of Certain Changes and Events




Except
      as
      set forth in Section 3.13 of the Metaphor Disclosure Schedule, since December
      31, 2004, Metaphor has conducted its business only in the Ordinary Course of
      Business and there has not been any of the following:




(a)  change
      in
      Metaphor’s authorized or issued capital stock; grant of any stock option or
      right to purchase shares of capital stock of Metaphor; issuance of any security
      convertible into such capital


stock;
      grant
      of any registration rights; purchase, redemption, retirement, or other
      acquisition by Metaphor of any shares of any such capital stock; or declaration
      or payment of any dividend or other


distribution
      or payment in respect of shares of capital stock;




(b)  amendment
      to the Organizational Documents of Metaphor;




(c)  payment
      or increase by Metaphor of any bonuses, salaries, or other compensation to
      any
      stockholder, director, officer, employee, or independent contractor, or entry
      into any employment,


severance,
      or
      similar Contract with any director, officer, employee, or independent
      contractor;




(d)  damage
      to
      or destruction or loss of any asset or property of Metaphor, whether or not
      covered by insurance, materially and adversely affecting the properties, assets,
      business, financial condition,


or
      prospects
      of Metaphor, taken as a whole;




(e)  entry
      into, termination of, or receipt of notice of termination of any Contract or
      transaction;




(f)  sale,
      lease, or other disposition of any asset or property of Metaphor or mortgage,
      pledge, or imposition of any lien or other encumbrance on any material asset
      or
      property of Metaphor, including the


sale,
      lease,
      or other disposition of any of the Intellectual Property Assets;




(g)  cancellation
      or waiver of any claims or rights with a value to Metaphor;




(h)  material
      change in the accounting methods used by Metaphor; or




(i)  agreement,
      whether oral or written, by Metaphor to do any of the foregoing.




3.14  Contracts;
      No Defaults .




(a)  Section
      3.14(a) of the Metaphor Disclosure Schedule contains a complete and accurate
      list, and Metaphor has delivered to 8 Holdings true and complete copies, of
      each
      Contract entered into by


Metaphor,
      including without limitation, each of the following:




(i)  each
      joint venture, partnership, and other agreement (however named) involving a
      sharing of profits, losses, costs, or liabilities by Metaphor with any other
      Person;




(ii)  each
      agreement containing covenants that in any way purport to restrict the business
      activity of Metaphor or limit the freedom of Metaphor to engage in any line
      of
      business or to


compete
      with
      any Person;




(iii)  each
      power of attorney that is currently effective and outstanding;




(iv)  each
      agreement for capital expenditures by Metaphor;




(v)  each
      written warranty, guaranty, and or other similar undertaking with respect to
      contractual performance extended by Metaphor; and




(vi)  each
      amendment, supplement, and modification (whether oral or written) in respect
      of
      any of the foregoing.




Section
      3.14(a) of the Metaphor Disclosure Schedule sets forth reasonably complete
      details concerning the terms of such Contracts, including the parties to the
      Contracts, and the amount of the remaining commitment of Metaphor under the
      Contracts.




(b)  Except
      as
      set forth in Section 3.14(b) of the Metaphor Disclosure Schedule, each Contract
      or other agreement identified or required to be identified in Section 3.14(a)
      of
      the Metaphor Disclosure


Schedule
      is
      in full force and effect and is valid and enforceable in accordance with its
      terms.




(c)  Except
      as
      set forth in Section 3.14(c) of the Metaphor Disclosure Schedule:




(i)  Metaphor
      is in full compliance with all applicable terms and requirements of each
      Contract under which Metaphor has or had any obligation or liability or by
      which
      Metaphor is


bound;




(ii)  each
      other Person that has or had any obligation or liability under any Contract
      under which Metaphor has or had any rights is in full compliance with all
      applicable terms and


requirements
      of such Contract;




(iii)  no
      event
      has occurred or circumstance exists that (with or without notice or lapse of
      time) may contravene, conflict with, or result in a violation or breach of,
      or
      give Metaphor or


other
      Person
      the right to declare a default or exercise any remedy under, or to accelerate
      the maturity or performance of, or to cancel, terminate, or modify, any Contract
      entered into


by
      Metaphor;
      and




(iv)  Metaphor
      has not given to or received from any other Person any notice or other
      communication (whether oral or written) regarding any actual, alleged, possible,
      or potential


violation
      or
      breach of, or default under, any Contract.




(d)  Except
      as
      set forth in Section 3.14(d) of the Metaphor Disclosure Schedule, there are
      no
      renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate
      any material amounts paid or


payable
      to or
      by Metaphor under current or completed Contracts with any Person, and no such
      Person has made written demand for such renegotiation.




3.15  Insurance .




(a)  Metaphor
      has delivered to 8 Holdings true and complete copies of all policies of
      insurance to which Metaphor is a party or under which Metaphor, ABCI, or any
      director or officer of Metaphor or


ABCI,
      is or
      has been covered with respect to matters related to Metaphor or ABCI at any
      time;




(b)  Metaphor
      is not: (i) a Party to any self-insurance arrangement by or affecting Metaphor,
      including any reserves established thereunder; (ii) a party to any contract
      or
      arrangement, other than a policy


of
      insurance,
      for the transfer or sharing of any risk by Metaphor; and (iii) obligated to
      third parties with respect to insurance (including such obligations under leases
      and service agreements).




3.16  Environmental
      Matters




Except
      as
      set forth in Section 3.16 of the Metaphor Disclosure Schedule:




(a)  Metaphor
      is, and Metaphor and ABCI at all times have been, in full compliance with,
      and
      have not been and are not in violation of or liable under, any Environmental
      Law. Metaphor has no basis to


expect,
      nor
      has it or any other Person for whose conduct it is or may be held to be
      responsible received, any actual or Threatened order, notice, or other
      communication from any Governmental Body


or
      Person of
      any actual or potential violation or failure to comply with any Environmental
      Law, or of any actual or Threatened obligation to undertake or bear the cost
      of
      any Environmental, Health,


and
      Safety
      Liabilities with respect to any properties or assets (whether real, personal,
      or
      mixed) in which Metaphor or ABCI has had an interest, or with respect to any
      property at or to which


Hazardous
      Materials were generated, manufactured, refined, transferred, imported, used,
      or
      processed by Metaphor, ABCI, or any other Person for whose conduct they are
      or
      may be held


responsible,
      or from which Hazardous Materials have been transported, treated, stored,
      handled, transferred, disposed, recycled, or received.




(b)  There
      are
      no pending or, to the Knowledge of Metaphor, Threatened claims, Encumbrances,
      or
      other restrictions of any nature, resulting from any Environmental, Health,
      and
      Safety Liabilities or


arising
      under
      or pursuant to any Environmental Law, with respect to or affecting any
      properties and assets (whether real, personal, or mixed) in which Metaphor
      or
      ABCI has or had an interest.




(c)  Metaphor
      has no basis to expect to receive, nor has it or any other Person for whose
      conduct it is or may be held responsible received, any citation, directive,
      inquiry, notice, Order, summons,


warning,
      or
      other communication that relates to Hazardous Materials, or any alleged, actual,
      or potential violation or failure to comply with any Environmental Law, or
      of
      any alleged, actual, or


potential
      obligation to undertake or bear the cost of any Environmental, Health, and
      Safety Liabilities with respect to any properties or assets (whether real,
      personal, or mixed) in which Metaphor or


ABCI
      had an
      interest, or with respect to any property or facility to which Hazardous
      Materials generated, manufactured, refined, transferred, imported, used, or
      processed by Metaphor, ABCI, or any


other
      Person
      for whose conduct Metaphor is or may be held responsible, have been transported,
      treated, stored, handled, transferred, disposed, recycled, or
      received.




3.17  Brokers
      or Finders




Metaphor
      and its agents have incurred no obligation or liability, contingent or
      otherwise, for brokerage or finders’ fees or agents’ commissions or other
      similar payment in connection with this Agreement.




3.18  Disclosure .




(a)  No
      representation or warranty of Metaphor in this Agreement and no statement in
      the
      Metaphor Disclosure Schedule omits to state a material fact necessary to make
      the statements herein or therein,


in
      light of
      the circumstances in which they were made, not misleading.




(b)  No
      notice
      given pursuant to Section 11.3 will contain any untrue statement or omit to
      state a material fact necessary to make the statements therein or in this
      Agreement, in light of the circumstances


in
      which they
      were made, not misleading.




(c)  There
      is
      no fact known to Metaphor that has specific application to Metaphor (other
      than
      general economic or industry conditions) and that materially adversely affects
      the assets, business,


prospects,
      financial condition, or results of operations of Metaphor that has not been
      set
      forth in this Agreement or the Metaphor Disclosure Schedule.







**4.**
            **REPRESENTATIONS
                AND WARRANTIES OF 8
                HOLDINGS**




The
      Purchaser represents and warrants to Metaphor, with respect to itself, as
      follows:




4.1  Authority;
      No Conflict .




(a)  This
      Agreement constitutes the legal, valid, and binding obligation of that
      Purchaser, enforceable against that Purchaser in accordance with its terms.
      That
      Purchaser has the absolute and


unrestricted
      right, power, and authority to execute and deliver this Agreement and to perform
      its obligations under this Agreement.




(b)  Neither
      the execution and delivery of this Agreement by that Purchaser nor the
      consummation or performance of any of the Contemplated Transactions that
      Purchaser will give any Person the right


to
      prevent,
      delay, or otherwise interfere with any of the Contemplated Transactions pursuant
      to: (i) any provision of that Purchaser’s Organizational Documents; (ii) any
      resolution adopted by that


Purchaser;
      (iii) any Legal Requirement or Order to which that Purchaser may be subject;
      or
      (iv) any Contract to which that Purchaser is a party or by which that Purchaser
      may be bound.




4.2  Investment
      Intent





The
      Persons receiving Shares pursuant
      to Section 2.1 are acquiring the Shares for their own account and not with
      a
      view to distribution of the Shares within the meaning of Section 2(11) of the
      Securities Act.




4.3  Proceedings




There
      is
      no pending Proceeding that has been commenced against that Purchaser and that
      challenges, or may have the effect of preventing, delaying, making illegal,
      or
      otherwise interfering with, any of the Contemplated Transactions. To that
      Purchaser’s Knowledge, no such Proceeding has been Threatened.




4.4  Consideration




The
      Purchaser will have sufficient assets available at the Closing to pay the
      Consideration and to perform their respective obligations
      hereunder.




4.5  Brokers
      or Finders




That
      Purchaser has not incurred any obligation or liability, contingent or otherwise,
      for brokerage or finders’ fees or agents’ commissions or other similar payment
      in connection with this Agreement.




**5.**
            **COVENANTS
                OF METAPHOR PRIOR TO CLOSING
                DATE**




5.1  Access
      and Investigation




Between
      the date of this Agreement and the Closing Date, Metaphor will, and will cause
      Metaphor and its representatives to:




(a)  afford
      the Purchaser and its representatives full and free access to Metaphor’s
      personnel, properties, contracts, books and records, and other documents and
      data;




(b)  furnish
      the Purchaser with copies of all such contracts, books, records and other
      existing documents and data as the Purchaser may reasonably request; and




(c)  furnish
      the Purchaser with such additional financial, operating, and other data and
      information as the Purchaser may reasonably request.




5.2  Operation
      of the Business of Metaphor




Except
      as
      otherwise set forth in this Agreement, between the date of this Agreement and
      the Closing Date, Metaphor will conduct the business of Metaphor only in the
      Ordinary Course of Business, use its best efforts to preserve intact the current
      business organization of Metaphor, and otherwise report periodically to 8
      Holdings concerning the status of the business, operat ions,
      and
      finances of Metaphor. Between the date of this Agreement and the Closing Date,
      prior to filing any SEC Document Metaphor will provide 8 Holdings with a draft
      of any such SEC Document, and Metaphor will obtain 8 Holdings written consent
      to
      file such SEC Document with the SEC.




5.3  Negative
      Covenant s




Except
      as
      otherwise expressly permitted by this Agreement, between the date of this
      Agreement and the Closing Date, Metaphor will not, without the prior written
      consent of 8 Holdings, take any affirmative action, or fail to take any
      reasonable action within its control, as a result of which any of the changes
      or
      events listed in Section 3.13 is likely to occur. Metaphor will not, without
      the
      prior written consent of 8 Holdings, take any action to alter the total number
      of shares of Metaphor common stock outstanding. Metaphor will not, without
      prior
      written consent of 8 Holdings, enter into any amendment to, or waive any of
      its
      rights under, the Baum Lock-Up Agreement, the JMAX Consulting Agreement or
      the
      Baum Note.




5.4  Required Consents




As
      promptly as practicable after the date of this Agreement, Metaphor will obtain
      all Consents required to be obtained by Metaphor in order to consummate the
      Contemplated Transactions, including, without limitation, the approval of the
      Contemplated Transactions by the
      stockholders of Metaphor.




5.5  Notification




Between
      the date of this Agreement and the Closing Date, Metaphor will promptly notify
      8
      Holdings in writing if Metaphor becomes aware of any fact or condition that
      causes or constitutes a Breach of any of Metaphor’s representations and
      warranties as of the date of this Agreement, or if Metaphor becomes aware of
      the
      occurrence after the date of this Agreement of any fact or condition that would
      (except as expressly contemplated by this Agreement) cause or constitute a
      Breach of any such representation or warranty had such representation or
      warranty been made as of the time of occurrence or discovery of such fact or
      condition. During the same period, Metaphor will promptly notify 8 Holdings
      of
      the occurrence of any Breach of any covenant of Metaphor in this Section 5
      or of
      the occurrence of any event that may make the satisfaction of the conditions
      in
      Section 7 impossible or unlikely.




5.6  No
      Negotiation




Until
      such time, if any, as this Agreement is terminated pursuant to Section 9,
      Metaphor will not, and will cause each of its representatives not to, directly
      or indirectly solicit, initiate, or encourage any inquiries or proposals from,
      discuss or negotiate with, provide any non-public information to, or consider
      the merits of any unsolicited inquiries or proposals from, any Person (other
      than 8 Holdings) relating to any transaction involving the sale of the business
      or assets of Metaphor, or any of the capital stock of Metaphor other than
      pursuant to the Media Acquisition Agreement, or any merger, consolidation,
      business combination, or similar transaction involving Metaphor.




5.7  Common
      Stock of Metaphor Held in Escrow




If,
      at
      any time between the date of this Agreement and the Closing Date, there is
      a
      change in the number of outstanding shares of common stock of Metaphor, Metaphor
      shall, within 3 business days of such occurrence, provide the Escrow Agent
      with
      a certificate representing the number of shares of Metaphor Common Stock equal
      to 66.82% of the Metaphor Common Stock issued and outstanding on the date
      thereof, issueable to the Purchaser or its designees.




5.8  Efforts




Between
      the date of this Agreement and the Closing Date, Metaphor and Mr. Baum will
      use
      their reasonable commercial efforts to cause the conditions in Sections 7 and
      8
      to be satisfied.







**6.**
            **COVENANTS
                OF THE PURCHASER PRIOR TO CLOSING
                DATE**




Between
      the date of this Agreement and the Closing Date, 8 Holdings will use its
      reasonable commercial efforts to cause the conditions in Sections 7 and 8 to
      be
      satisfied.




**7.**
            **CONDITIONS
                TO THE PURCHASER’S OBLIGATION TO
                CLOSE**




The
      Purchaser’s obligation to purchase the Shares and to take the other actions
      required to be taken by the Purchaser at the Closing is subject to the
      satisfaction, at or prior to the Closing, of each of the following conditions
      (any of which may be waived by 8 Holdings, in whole or in
      part):




7.1  Accuracy
      of Representations




All
      of
      Metaphor’s representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), must have been accurate in all material respects as of the date
      of this Agreement, and must be accurate in all material respects as of the
      Closing Date as if made on the Closing Date, without giving effect to any
      supplement to the Metaphor Disclosure Schedule.




7.2  Metaphor’s
      Performance




All
      of
      the covenants and obligations that Metaphor and Mr. Baum are required to perform
      or to comply with pursuant to this Agreement at or prior to the Closing
      (considered collectively), and each of these covenants and obligations
      (considered individually), must have been duly performed and complied with
      in
      all material respects.




7.3  Media
      Acquisition




The
      Media
      Acquisition either has closed prior to the Closing Date or is closing concurrent
      with the Closing of the transactions contemplated hereunder.




7.4  Consents




Each
      of
      the Consents identified in Section 3.2(d) of the Metaphor Disclosure Schedule
      must have been obtained and must be in full force and effect.




7.5  No
      Proceedings




Since
      the
      date of this Agreement, there must not have been commenced or Threatened against
      the Purchaser or Metaphor, or against any Person affiliated with the Purchaser
      or Metaphor, any Proceeding (a) involving any challenge to, or seeking damages
      or other relief in connection with, any of the Contemplated Transactions, or
      (b)
      that may have the effect of preventing, delaying, making illegal, or otherwise
      interfering with any of the Contemplated Transactions.




7.6  No
      Prohibition




Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      materially contravene, or conflict with, or result in a material violation
      of,
      or cause the Purchaser or any Person affiliated with the Purchaser to suffer
      any
      material adverse consequence under either any applicable Legal Requirement
      or
      Order, or any Legal Requirement or Order that has been published, introduced,
      or
      otherwise proposed by or before any Governmental Body.




7.7  Shares
      Held by the Escrow Agent




Metaphor
      shall have instructed the Escrow Agent to release the shares of Metaphor Common
      Stock held by the Escrow Agent pursuant to Section 2.4(a) of this Agreement
      and
      the Escrow Agreement to the Purchaser or its designees.




7.8  Legal
      Opinion .
      8
      Holdings shall have received one or more opinions (which may be subject to
      knowledge and other qualifications and assumptions customary for this type
      of
      transaction as well as any reasoned analysis which is appropriate under the
      circumstances), dated the Closing Date, from counsel to Metaphor, as to the
      matters set forth on Exhibit 7.8.




**8.**
            **CONDITIONS
                TO METAPHOR’S OBLIGATION TO
                CLOSE**




Metaphor’s
      obligation to deliver the Shares and to take the other actions required to
      be
      taken by Metaphor at the Closing is subject to the satisfaction, at or prior
      to
      the Closing, of each of the following conditions (any of which may be waived
      by
      Metaphor, in whole or in part):




8.1  Accuracy
      of Representations




All
      of
      the Purchaser’s representations and warranties in this Agreement (considered
      collectively), and each of these representations and warranties (considered
      individually), must have been accurate in all material respects as of the date
      of this Agreement and must be accurate in all material respects as of the
      Closing Date as if made on the Closing Date.




8.2  Purchaser’s
      Performance




All
      of
      the covenants and obligations that the Purchaser is required to perform or
      to
      comply with pursuant to this Agreement at or prior to the Closing (considered
      collectively), and each of these covenants and obligations (considered
      individually), must have been performed and complied with in all material
      respects.




8.3  No
      Injunction




There
      must not be in effect any Legal Requirement or any injunction or other Order
      that prohibits the issuance of the Shares by Metaphor to the Purchaser or its
      designees.




8.4  Escrow
      Agent




8
      Holdings shall have instructed the Escrow Agent to release the $65,000 held
      by
      the Escrow Agent pursuant to Section 2.4(b) of this Agreement and the Escrow
      Agreement to Mr. Baum at the time of Closing.




**9.**
            **TERMINATION**




9.1  Termination
      Events




This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:




(a)  by
      either
      8 Holdings or by Metaphor if a material Breach of any provision of this
      Agreement has been committed by the other party and such Breach has not been
      waived by the party not committing


the
      Breach;




(b)  (i)
      by 8
      Holdings if any of the conditions in Section 7 has not been satisfied as of
      the
      Closing Date or if, at any time prior to the Closing Date, satisfaction of
      such
      a condition is or becomes


impossible
      (other than through the failure of 8 Holdings to comply with its obligations
      under this Agreement) and 8 Holdings has not waived such condition on or before
      the Closing Date; or (ii) by


Metaphor,
      if
      any of the conditions in Section 8 has not been satisfied as of the Closing
      Date
      or if, at any time prior to the Closing Date, satisfaction of such a condition
      is or becomes impossible


(other
      than
      through the failure of Metaphor to comply with its obligations under this
      Agreement) and Metaphor have not waived such condition on or before the Closing
      Date;




(c)  by
      mutual
      consent of 8 Holdings and Metaphor; or




(d)  by
      either
      8 Holdings or Metaphor if the Closing has not occurred (other than through
      the
      failure of any party seeking to terminate this Agreement to comply fully with
      its obligations under this


Agreement)
      on
      or before August 31, 2005, or such later date as the parties may agree
      upon.




9.2  Effect
      of Termination




Each
      party’s right of termination under Section 9.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of a
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 9.1, all further obligations of the parties
      under
      this Agreement will terminate, except that the obligations in Section 11.2
      will
      survive; provided , however ,
      that if
      this Agreement is terminated by a party because of the Breach of the Agreement
      by the other party or because one or more of the conditions to the terminating
      party’s obligations under this Agreement is not satisfied as a result of the
      other party’s failure to comply with its obligations under this Agreement, the
      terminating party’s right to pursue all legal remedies will survive such
      termination unimpaired.




9.3  Termination
      Fee .
      In the
      event that this Agreement is terminated pursuant to Sections 9.1(a), 9.1(b)(ii),
      9.1(c), or 9.1(d), 8 Holdings shall pay to Mr. Baum a break up fee of $25,000
      no
      later than 5 business days after the date this Agreement is terminated;
      provided, however, that this Section 9.3 shall not apply if the sole reason
      for
      the termination of this Agreement pursuant to Section 9.1(a) is a result of
      Metaphor committing a material Breach of any provision of this Agreement that
      has not been waived by 8 Holdings.







**10.**
            **INDEMNIFICATION;
                REMEDIES**




10.1  Survival;
      Right To Indemnification Not Affected By Knowledge




All
      representations, warranties, covenants, and obligations in this Agreement other
      than Sections 2.6 and 10.2, the Metaphor Disclosure Schedule, the supplements
      to
      the Metaphor Disclosure Schedule, and any other certificate or document
      delivered pursuant to this Agreement will survive the Closing and continue
      in
      full force and effect until the second anniversary of the Closing Date. The
      indemnity covenants and obligations of Mr. Baum in Sections 2.6 and 10.2 shall
      survive the Closing in full force and effect indefinitely. The waiver of any
      condition based on the accuracy of any representation or warranty, or on the
      performance of or compliance with any covenant or obligation, will not affect
      the right to indemnification, payment of Damages, or other remedy based on
      such
      representations, warranties, covenants, and obligations.




10.2  Indemnification
      and Payment of Damages By Mark L. Baum




Mr.
      Baum
      will indemnify and hold harmless each of the Purchaser, Metaphor, and their
      respective representatives, stockholders, controlling persons, and Affiliates
      (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified
      Persons the amount of, any loss, liability, claim, damage (including incidental
      and consequential damages), expense (including costs of investigation and
      defense and reasonable attorneys’ fees) or diminution of value, whether or not
      involving a third-party claim (collectively, “Damages”), arising, directly or
      indirectly, from or in connection with:




(a)  any
      Breach of any representation or warranty made by Metaphor in this Agreement
      (without giving effect to any supplement to the Metaphor Disclosure Schedule),
      the Metaphor Disclosure


Schedule,
      the
      supplements to the Metaphor Disclosure Schedule, or any other certificate or
      document delivered by Metaphor pursuant to this Agreement;




(b)  any
      Breach by Metaphor or Mr. Baum of any covenant or obligation of Metaphor or
      Mr.
      Baum in this Agreement; or




(c)  any
      liability, costs, damages, or expenses incurred by any of them with respect
      to
      any of the Listed Liabilities.




The
      remedies provided in this Section 10.2 will not be exclusive of or limit any
      other remedies that may be available to any Purchaser or the other Indemnified
      Persons.




10.3  Limitations
      on Indemnification




Mr.
      Baum
      will have no liability pursuant to Section 10.2(a) for a Breach of any
      representation or warranty that occurred prior to January 15, 2003, unless
      Mr.
      Baum had Knowledge of such Breach.




10.4  Procedure
      For Indemnification




(a)  Claim
      for Damages .  Any
      Indemnified Person seeking indemnification for any claim shall give written
      notice in accordance with Section 11.3 of this Agreement (an “Indemnification
      Claim”), promptly


after
      discovery of the potential claim; provided, however, that an Indemnified Person
      shall not be foreclosed from seeking indemnification by any failure to provide
      timely notice of the existence of


an
      Indemnification Claim, provided that the amount of any such claim will be
      reduced by the amount that the indemnifying party actually has been materially
      damaged or prejudiced as a result of


such
      delay.
      All Indemnification Claims submitted shall be paid within thirty (30) calendar
      days after the later of written demand for such Indemnification Claim or final
      determination of the amount of


the
      Indemnification Claim.




(b)  Defense
      of Third-Party Claims .  Promptly
      after the receipt by an Indemnified Person of notice of any claim of any third
      party, that is subject to indemnification hereunder, the Indemnified Person
      shall


give
      written
      notice of such claim to the indemnifying party in accordance with Section 11.3,
      stating the nature and basis of such claim and the amount thereof, to the extent
      known; provided,


however,
      that
      failure of an Indemnified Person to give such notice promptly shall not relieve
      the indemnifying party from any liability which it may have on account of this
      indemnification or


otherwise,
      except to the extent that the indemnifying party is materially prejudiced
      thereby. The indemnifying party shall be entitled to participate in the defense
      or settlement of such matter and the


parties
      agree
      to cooperate in any such defense or settlement and to give each other full
      access to all information relevant thereto and the indemnifying party shall
      not
      be obligated to indemnify an


Indemnified
      Person hereunder for any settlement entered into without the indemnifying
      party’s prior written consent, which consent shall not be unreasonably withheld,
      conditioned, or delayed.




**11.**
            **GENERAL
                PROVISIONS**




11.1  Expenses




Except
      as
      otherwise expressly provided in this Agreement, each party to this Agreement
      will bear its respective expenses incurred in connection with the preparation,
      execution, and performance of this Agreement and the Contemplated Transactions,
      including all fees and expenses of agents, representatives, counsel, and
      accountants. Metaphor covenants and agrees that no out-of-pocket expenses
      incurred in connection with this Agreement or the Contemplated Transactions
      will
      be unpaid as of the day before Closing. In the event of termination of this
      Agreement, the obligation of each party to pay its own expenses will be subject
      to any rights of such party arising from a breach of this Agreement by another
      party.




11.2  Reverse
      Stock Split .




The
      Purchaser covenants and agrees that, for a period of eighteen months after
      the
      Closing Date, without the written consent of Mr. Baum, the Purchaser shall
      not
      consent to, vote for, or request a reverse stock split of the outstanding
      Metaphor Common Stock. Notwithstanding the foregoing, the parties to this
      Agreement hereby agree that this section shall not prohibit any issuance of
      Metaphor Common Stock to any third party, to any increase in the total number
      of
      shares of Metaphor Common Stock authorized, or any authorization or issuance
      of
      any class of equity in Metaphor that has preferences and rights superior to
      the
      Metaphor Common Stock.




11.3  Confidentiality




Between
      the date of this Agreement and the Closing Date, the Purchaser and Metaphor
      will
      maintain in confidence, and will cause the directors, officers, employees,
      agents, and advisors of the Purchaser and Metaphor to maintain in confidence,
      any written, oral, or other information obtained in confidence from **** another
      party in connection with this Agreement or the Contemplated Transactions,
      unless:




(a)  such
      information is already known to such party or to others not bound by a duty
      of
      confidentiality or such information becomes publicly available through no fault
      of such party;




(b)  the
      use
      of such information is necessary or appropriate in making any filing or
      obtaining any consent or approval required for the consummation of the
      Contemplated Transactions; or




(c)  the
      furnishing or use of such information is required by or necessary or appropriate
      in connection with legal proceedings.




If
      the
      Contemplated Transactions are not consummated, each party will return or destroy
      as much of such written information as the other party may reasonably request,
      and the provisions of this Section 11.2 will survive the Closing. If the
      Contemplated Transactions are consummated, the provisions of this Section 11.2
      will survive the Closing with respect to the Metaphor and its officers,
      directors, and agents.




11.4  Notices




All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when:




(a)  delivered
      by hand (with written confirmation of receipt);




(b)  sent
      by
      facsimile on a business day (with written confirmation of receipt), or on the
      next business day if sent by facsimile on any day other than a business day;
      or




(c)  when
      received by the addressee, if sent by a nationally recognized overnight delivery
      service (receipt requested), in each case to the appropriate addresses and
      facsimile numbers set forth below (or


to
      such other
      addresses and facsimile numbers as a party may designate by notice to the other
      parties):




Metaphor:  Mark
      L.
      Baum, Esq.


Chief
      Executive Officer


Metaphor
      Corp.


580
      Second Street, Suite 102


Encinitas,
      CA 92024


Fax:
      (760) 230-2305





8
      Holdings:  Stephen
      Cherner


8
      Holdings LLC


1900
      Ninth Street


Boulder,
      CO 80302


Fax:
      (303) 449-7799


with
      a
      copy to:  Alan
      Talesnick, Esq.


Patton
      Boggs LLP


1660
      Lincoln Street


Suite
      1900


Denver,
      CO 80264


Fax:
      (303) 894-9239







11.5  Jurisdiction;
      Service of Process




Any
      action or proceeding seeking to enforce any provision of, or based on any right
      arising out of, this Agreement may be brought against any of the parties in
      the
      federal or state courts located in the State of Colorado, County of Denver,
      and
      each of the parties consents to the jurisdiction of such courts (and of the
      appropriate appellate courts) in any such action or proceeding and waives any
      objection to venue laid therein. Process in any action or proceeding referred
      to
      in the preceding sentence may be served on any party anywhere in the
      world.




11.6  Further
      Assurances




The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and
      (c) to do such other acts and things, all as the other party may reasonably
      request for the purpose of carrying out the intent of this Agreement and the
      documents referred to in this Agreement.




11.7  Waiver




The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or the documents referred to
      in
      this Agreement will operate as a waiver of such right, power, or privilege,
      and
      no single or partial exercise of any such right, power, or privilege will
      preclude any other or further exercise of such right, power, or privilege or
      the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law:




(a)  no
      claim
      or right arising out of this Agreement or the documents referred to in this
      Agreement can be discharged by one party, in whole or in part, by a waiver
      or
      renunciation of the claim or right


unless
      in
      writing signed by the other party;




(b)  no
      waiver
      that may be given by a party will be applicable except in the specific instance
      for which it is given; and




(c)  no
      notice
      to or demand on one party will be deemed to be a waiver of any obligation of
      such party or of the right of the party giving such notice or demand to take
      further action without notice or


demand
      as
      provided in this Agreement or the documents referred to in this
      Agreement.




11.8  Entire
      Agreement and Modification




This
      Agreement supersedes all prior agreements between the parties with respect
      to
      its subject matter (including the Agreement in Principle between 8 Holdings
      and
      Metaphor dated December 30, 2004) and constitutes (along with the documents
      referred to in this Agreement) a complete and exclusive statement of the terms
      of the agreement between the parties with respect to its subject matter. This
      Agreement may not be amended except by a written agreement executed by the
      party
      to be charged with the amendment.




11.9  Metaphor
      Disclosure Schedule .




(a)  The
      disclosures in the Metaphor Disclosure Schedule, and those in any supplement
      thereto, relate only to the representations and warranties in the Section of
      the
      Agreement in which they are


expressly
      designated and not to any other representation or warranty in this
      Agreement.




(b)  In
      the
      event of any inconsistency between the statements in the body of this Agreement
      and those in the Metaphor Disclosure Schedule (other than an exception expressly
      set forth as such in the


Metaphor
      Disclosure Schedule with respect to a specifically identified representation
      or
      warranty), the statements in the body of this Agreement will
      control.




11.10  Assignments,
      Successors, and No Third-Party Rights




Neither
      party may assign any of its rights under this Agreement without the prior
      consent of the other parties **,** except
      that the Purchaser may assign any of its rights under this Agreement to any
      Affiliate of the Purchaser. Subject to the preceding sentence, this Agreement
      will apply to, be binding in all respects upon, and inure to the benefit of
      the
      successors and permitted assigns of the parties. Nothing expressed or referred
      to in this Agreement will be construed to give any Person other than the parties
      to this Agreement any legal or equitable right, remedy, or claim under or with
      respect to this Agreement or any provision of this Agreement. This Agreement
      and
      all of its provisions and conditions are for the sole and exclusive benefit
      of
      the parties to this Agreement and their successors and assigns.




11.11  Severability




If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.




11.12  Section
      Headings, Construction




The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
      or “Sections” refer to the corresponding Section or Sections of this Agreement.
      All words used in this Agreement will be construed to be of such gender or
      number as the circumstances require. Unless otherwise expressly provided, the
      word “including” does not limit the preceding words or terms.




11.13  Time
      of Essence .




With
      regard to all dates and time periods set forth or referred to in this Agreement,
      time is of the essence.




11.14  Governing
      Law




This
      Agreement will be governed by the laws of the State of Nevada without regard
      to
      conflicts of laws principles.




11.15  Counterparts




This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.




11.16  Further
      Documents .
      The
      parties agree that, in the interests of executing this Agreement at this time,
      which the parties agree is important to the consummation of the various related
      transactions, this Agreement is being executed prior to 8 Holdings’ receipt and
      review of the Metaphor Disclosure Schedules and certain other documents and
      materials required to be provided by Metaphor to 8 Holdings (all such Metaphor
      Disclosure Schedules, documents and materials are referred to collectively
      as
      the “Required Documents”). As a result, the parties hereto acknowledge and agree
      that 8 Holdings shall be entitled to terminate this Agreement, in its
      discretion, at any time not later than 10 business days after receipt of the
      Required Documents.




[Signature
      Page Follows]









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IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement as
      of
      the date first written above.








METAPHOR
                CORP.
            MARK
                L. BAUM, as an individualBy:
            ________________________,
                as an individualTitle:Name
                (printed):8
                HOLDINGS LLCBy:Title:Name
                (printed):


























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