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EXHIBIT 10.1















                            STOCK PURCHASE AGREEMENT

                                     BETWEEN


                    TELE-V, INC. AND A PRINCIPAL STOCKHOLDER

                                       AND

                      NATIONAL MANAGEMENT CONSULTING, INC.















                               DATED: JULY 9, 2003





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                            STOCK PURCHASE AGREEMENT

         STOCK  PURCHASE  AGREEMENT,  dated  as of  July 9,  2003  by and  among
NATIONAL MANAGEMENT  CONSULTING,  INC., a Delaware  corporation with a principal
business  address located at 545 Madison Avenue,  6th Floor,  New York, New York
10022  ("National"),  TELE-V,  INC.,  a New York  corporation  ("Tele")  and its
subsidiaries  and  affiliates--GENIO  CARDS LLC, a  Delaware  limited  liability
company ("Genio"),  TELE-V, LLC, a Delaware limited liability company ("TVLLC"),
and TELE-V MEDIA LLC, a Delaware limited  liability  company ("TV Media"),  each
with a principal business address located at 1120 Avenue of the Americas,  Suite
4020, New York, New York 10019 (Tele,  Genio, TVLLC and TV Media are referred to
collectively  as  "TV"),  and SHAI  BAR-LAVI,  an  individual  with a  principal
business  address located at 1120 Avenue of the Americas,  Suite 4020, New York,
New York 10019 who is an officer,  director and substantial  stockholder of TELE
(the "Principal Seller").

                                            RECITALS

         WHEREAS, the Principal Seller is the executive officer of TV and is the
owner of a  significant  portion of the issued and  outstanding  common stock of
Tele (the "Tele Common Stock");

         WHEREAS,  Tele  is the  sole  member  of  Genio,  TVLLC  and TV  Media,
respectively (the "Genio Membership Interest",  the "TVLLC Membership Interest",
and the "TV Media  Membership  Interest",  respectively  and  collectively,  the
"Membership Interests"); and

         WHEREAS,  National  has  proposed  the  acquisition  of all of the Tele
Common  Stock in exchange for common stock of National  which  acquisition  will
result in National's  ownership of Tele as well as Genio,  TVLLC and TV Media as
more fully set forth herein (collectively, the "Acquisition"); and

         WHEREAS,  National has provided to date $600,000 in bridge financing to
TV to enable TV to fund certain working capital needs prior to the  consummation
of the  Acquisition  as set forth in that certain bridge note dated May 29, 2003
issued by Tele,  Genio,  TVLLC and TV Media in favor of  National  (the  "Bridge
Note"); and

         WHEREAS, Tele is planning to acquire two additional marketing companies
prior to the closing of the Acquisition--Innovative  Marketing Alliances, LLC, a
Delaware limited liability company, and Galaxy Class Marketing,  Inc., a Florida
corporation--in  exchange for the issuance of certain  shares of common stock of
Tele (collectively, the "IMA Acquisitions"); and

         WHEREAS, the Boards of Directors of National and Tele deem it advisable
and in the best  interests of their  respective  corporations  to consummate the
Acquisition on the terms set forth herein; and

         WHEREAS,  National  and Tele and the  Principal  Seller  desire to make
certain representations, warranties, covenants and agreements in connection with
the Acquisition and also to prescribe various conditions to the Acquisition.

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         NOW  THEREFORE,   in   consideration   of  the  mutual   covenants  and
undertakings and other good and valuable consideration,  the receipt of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:

                                            ARTICLE I

                           PURCHASE, SALE AND TERMS OF SALE

         1.1 PURCHASE AND SALE. Tele agrees to sell and National or its designee
agrees to purchase  all of the Tele Common Stock on the terms and subject to the
conditions hereinafter set forth.

         1.2 TERMS.  National shall pay the following  consideration and execute
the following  agreements or deliver the following  consents in exchange for the
Tele  Common  Stock  and  Tele  and  the  Principal  Seller  and  the  remaining
shareholders of Tele  (collectively,  with the Principal Seller,  the "Sellers")
shall deliver the appropriate  stock  certificates and consents upon the closing
of  the  Acquisition   (the   "Acquisition   Closing")  which  shall  take  into
consideration the following:

A. The Tele Common Stock shall be acquired in  consideration  of the issuance of
such  number  of  shares  of  National  common  stock,  $.0001  par  value  (the
"Acquisition  Shares"),  which upon issuance,  shall assure that the Sellers and
certain  employee/shareholders of TV receive in the aggregate seventy five (75%)
percent of the issued and  outstanding  shares of  National's  common stock on a
fully  diluted basis after giving effect to the  Acquisition  (the  "Acquisition
Consideration"),  provided  however,  that there shall be an  adjustment  in the
Acquisition  Consideration according to the following formula: In the event that
National or its designee makes available to Tele, Genio,  TVLLC, TV Media or any
combination  thereof,  funds on or before the  Acquisition  Closing that exceeds
$1,000,000 in the form of either, or both, loans or equity investments, then the
Acquisition  Consideration will be subject to reduction of the percentage of the
issued and outstanding  shares of National's common stock from 75% to a floor of
65%,  with  such  reduction  made on the  basis  of a  reduction  of 1% for each
additional $100,000 funded over and above $1,000,000 or the pro-rata fraction of
1% for amounts less than  $100,000  over and above  $1,000,000,  up to a maximum
reduction of 10% in the event that the total funding is $2,000,000.

         B. The  Acquisition  Consideration  to be  issued  shall be  restricted
securities as such term is defined under Rule 144 of the Securities Act of 1933,
as amended (the "Act"). Each certificate for the Acquisition Shares shall bear a
legend as follows:

         "The  securities   represented  by  this   certificate  have  not  been
registered  under the Securities  Act of 1933, as amended  ("Act") or applicable
state law. The  securities may not be offered for sale or sold in the absence of
an effective  registration  statement under the Act and applicable state law, or
an opinion of counsel, reasonably satisfactory to National, that registration is
not required."

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         C. A minimum of five (5%) of the total shares of National  common stock
outstanding  at the  Acquisition  Closing  shall be  allocated  to  certain  key
employees/shareholders  of TV  out  of  the  Acquisition  Consideration  by  the
Principal Seller in amounts set forth in employment  agreements  entered into by
such key employees with Tele (the "Employee Shares").

         Each of the Sellers shall be entitled to receive his pro-rata  share of
the Acquisition  Shares subject to the allocation of Employee Shares and subject
to the escrowing of certain  National  common stock  comprising the  Acquisition
Shares at the Acquisition Closing as set forth in Section 1.3 below.

D.  National  shall assume the  employment  agreements  between Tele and Jeffrey
Glickman,  Suzanne  Levy,  and Yaron  Ben-Horin  to be  entered  into which will
provide that Mr.  Glickman  will be  President  of Tele,  Ms. Levy will be Chief
Marketing  Officer of Tele, and Mr. Ben-Horin will be Chief Operating Officer of
Tele (the "Glickman Employment  Agreement",  the "Levy Employment Agreement" and
the  "Ben-Horin   Employment   Agreement"  and  collectively,   the  "Employment
Agreements"),  which Employment Agreements shall be on terms that are acceptable
to National.

         E. TV shall deliver a stock certificate or certificates  evidencing the
Tele  Common  Stock  duly  endorsed  by all of the  Sellers to  National  or its
designee  and shall  deliver a  schedule  setting  forth the  allocation  of the
Acquisition  Shares to the Sellers and the Employee  Shares to the key employees
of TV in the form of Schedule annexed hereto as Exhibit 1.2 (E).

         F. TV  shall  deliver  a duly  executed  employment  agreement  by Shai
Bar-Lavi  pursuant to which Shai  Bar-Lavi  shall be employed as the Chairman of
National  and  Tele for a two (2)  year  term  (the  "Shai  Bar-Lavi  Employment
Agreement") on terms that are acceptable to National.

1.3 ESCROW SHARES.  At the  Acquisition  Closing,  fifteen  percent (15%) of the
Acquisition  Consideration,  less the Employee Shares,  (the "Escrowed  Shares")
shall be  escrowed  with an  escrow  agent  (the  "Escrow  Agent")  and shall be
released as follows:

         (A) fifty  percent of the Escrowed  Shares shall be released,  provided
that the collective  business of Tele, Genio,  TVLLC and TV Media  (collectively
the  "Business")  shall  generate  revenues of at least $5 million AND  earnings
before interest,  taxes, depreciation and amortization ("EBITDA") of at least $1
million for the first twelve month period (the "Initial  Period")  following the
Acquisition Closing; and

         (B) fifty  percent of the Escrowed  Shares shall be released,  provided
that the Business shall generate revenues of at least $7.5 million AND EBITDA of


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at least $2 million for the second twelve month period following the Acquisition
Closing  (the  "Second  Period")  provided  however,  that in the event that the
Business fails to satisfy either the revenue or EBITDA  requirements  during the
Initial  Period,  the  Sellers  shall  still be  entitled  to some or all of the
Escrowed Shares if the Business  generates  combined  revenues and EBITDA during
the Initial  Period and the Second  Period that meet or exceed the  requirements
for revenues and EBITDA for the Initial  Period,  in which case,  following  the
Second  Period,  the Sellers  shall receive such  percentage of Escrowed  Shares
equal to the  quotient of the  revenues  generated  by the  Business  during the
Second  Period  divided by  $7,500,000.  Any Escrowed  Shares that are not to be
released  to the  Sellers  in  accordance  with  this  Section  shall be  deemed
forfeited and all forfeited  Escrowed Shares shall be turned over to National by
the Escrow Agent for cancellation.

         (C) The  determination  of the  revenue  and  EBITDA  generated  by the
Business for both the Initial  Period and the Second Period shall be made by the
independent directors of National, or if there are no independent directors,  by
the  independent  accounting  firm  retained  at the  time  by  National  or its
successors  and  assigns  as its  independent  auditing  firm  for  purposes  of
compliance  with the  securities  laws. In the event that National does not have
such an independent auditing firm, the independent  directors of National, or in
the event that National does not have any independent  directors,  the directors
of National who were not  appointed by TV as described in Section 4.1,  shall be
entitled  to  select  a   certified   independent   accounting   firm  for  such
determination (in either case, the "Accounting Firm"). Such determination of the
revenue  and the  EBITDA  of the  Business  shall  be made  in  accordance  with
generally accepted  accounting  principles  ("GAAP") and shall be conclusive and
final.  Such  determination  shall be made on or  before 30 days  following  the
expiration of the Initial Period and the Second Period, respectively, subject to
a reasonable extension for good cause shown.

         (D) In the event that TV seeks a determination  prior to the expiration
of the Initial  Period or the Second Period that the revenue and EBITDA  targets
have been  satisfied,  the  independent  directors of National or the Accounting
Firm,  as the case may be,  shall be  entitled to make its  determination  after
taking to account an additional  sixty (60) days of  performance of the Business
from the date of the request by TV.

         (E) The Escrow Agent's duties and  responsibilities  will be more fully
set forth  pursuant  to the terms of an Escrow  Agreement  to be executed by the
Escrow Agent, National, Tele, and the Principal Seller in substantially the form
annexed  hereto as Exhibit  1.3(v) (the "Escrow  Agreement and together with the
GDM Consulting Agreement, the "Ancillary Agreements").

     1.4 THE ACQUISITION  CLOSING.  The Acquisition  Closing shall take place at
the offices of National, 545 Madison Avenue, 6th Floor, New York, New York 10022
on or before  July 22,  2003 or such other date and place as the  parties  shall
agree to in writing,  provided  that in the event that National is in good faith
seeking to obtain any regulatory  approvals in connection  with the  Acquisition
Closing or comply with any regulatory filing requirements, the effective date of
the Acquisition Closing will be the date upon which such regulatory approvals or
compliance are satisfied (the last date of such event hereinafter referred to as
the "Effective Date"). ARTICLE II

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                  REPRESENTATIONS AND WARRANTIES OF NATIONAL

         National makes the following representations and warranties to Tele and
the  Principal  Seller as of the date hereof and as of the  Acquisition  Closing
unless a different date is specifically provided herein:

2.1  ORGANIZATION  AND  STANDING.  National  has been duly  incorporated  and is
validly  existing and in good  standing  under the laws of the State of Delaware
and has  the  requisite  corporate  power  and  authority  necessary  to own its
properties and to conduct its business as presently conducted.  National is duly
qualified to transact business as a foreign  corporation and is in good standing
in every  jurisdiction  in which the failure to so qualify would have a material
adverse effect on the operations or financial  condition of National and has all
necessary licenses for the operation of its business as presently  conducted and
such  licenses  shall  remain in full force and effect  through the  Acquisition
Closing. National operates its business in compliance with all applicable laws.

2.2      AUTHORIZATION.  National has full right and power to enter into and
perform  pursuant to this  Agreement and this Agreement  constitutes  National's
valid and legally binding obligations, enforceable in accordance with its terms,
except to the  extent  that its  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization or other laws affecting the enforcement
of creditors' rights generally or by general equitable  principles.  National is
authorized  and  otherwise  duly  qualified to purchase and hold the Tele Common
Stock  and to  enter  into  this  Agreement.  National  has  complied  with  all
applicable regulations and orders in connection with the execution, delivery and
performance  of  this  Agreement,  and  the  transactions  contemplated  hereby.
National is not required to submit any notice,  report, or other filing with any
governmental  authority in connection with  National's  execution or delivery of
this Agreement,  nor the consummation of the transactions  contemplated  hereby,
except as  required  under  the  securities  laws.  No  authorization,  consent,
approval,  exemption  or  notice is  required  to be  obtained  by  National  in
connection  with the execution,  delivery,  and performance of this Agreement or
the transactions contemplated hereby. The execution, delivery and performance of
this  Agreement  by  National  and the  consummation  by it of the  transactions
contemplated  hereby will not violate or conflict  with any provision of any law
applicable to National or by which any property or asset of National is bound or
violate,  conflict  with,  result  in a  breach  of or the  acceleration  of any
obligation  under,  constitute  a default  (or an event which with notice or the
passage of time or both would become a default) under,  give to others any right
of termination,  amendment,  acceleration  or cancellation  of, or result in the
creation  of any lien on any  property  or assets of  National  pursuant  to any
provision  of  any  indenture,   mortgage,  lien,  lease,  agreement,  contract,
instrument, order, judgment,  ordinance,  regulation or decree to which National
is subject or by which  National or any of its  properties  or assets are bound,
except to the  extent the  failure to give such  notice  make such  filings,  or
obtain  such  authorizations,   consents  or  approvals,   or  the  extent  such
violations,  conflicts,  breaches or defaults, in the aggregate would not have a
material adverse effect on National.


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2.3  BROKERS  OR  FINDERS.  No  person  has or will  have,  as a  result  of the
transactions  contemplated  by this  Agreement or the Ancillary  Agreements  any
right,  interest or valid claim against or upon Tele or the Principal Seller for
any commission,  fee or other  compensation as a finder or broker because of any
act or omission by National or its agents.

2.4 LITIGATION.  There are no suits, investigations,  arbitrations,  mediations,
actions or proceedings threatened against National or with respect to any of its
properties or assets before any court, arbitrator, administrator or governmental
or regulatory  authority or body which,  in the aggregate,  could  reasonably be
expected to have a material adverse effect on National. Neither National nor any
of its properties or assets are subject to any orders, judgments, injunctions or
decrees  which,  in the  aggregate,  could  have a  material  adverse  effect on
National.

2.5  CAPITAL  STOCK.  The  authorized  capital  stock of  National  consists  of
200,000,000  shares of common stock,  $.0001 par value and  2,000,000  shares of
preferred stock, of which as of June 30, 2003, approximately 8,505,282 shares of
common stock are issued and  outstanding  and no shares of  preferred  stock are
outstanding as of the date of this Agreement.  All of the outstanding  shares of
National  common  stock  have  been  validly  issued  and  are  fully  paid  and
nonassessable and not subject to preemptive rights and were issued in compliance
with  applicable  securities  laws and  regulations.  There  are no  outstanding
rights,  subscriptions,  warrants, calls, unsatisfied preemptive rights, options
or other  agreements  or  arrangements  of any kind to purchase or  otherwise to
receive  from  National  any shares of capital  stock or any other  security  of
National and there are no outstanding securities of any kind convertible into or
exchangeable for such capital stock.

2.6 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31, ,2003, the business of
National has been  conducted  in the ordinary  course and there has not been (i)
any material adverse change in the financial  condition,  results of operations,
prospects, properties or business of National, (ii) any indebtedness incurred by
National or any other material  transaction other than in the ordinary course of
business, except as provided in any subsequent filings made by National with the
Securities and Exchange Commission after March 31, 2003 and except that National
has  undertaken to raise equity capital in the form of an offering of its common
stock for  purposes of meeting the  funding  requirement  for TV as set forth in
Section 5.2(B), with such offering in the form of units with each unit comprised
of (a) one share of common  stock of National and (b) one warrant to acquire one
share  of  common  stock  of  National  and  National  proposes  to  raise up to
$2,000,000 through such offering, subject to increase in such amount in the sole
discretion  of National,  (iii) any  incurrence of any material  liabilities  or
obligations  of any nature  not  incurred  in the  ordinary  course of  business
consistent with past practice and of substantially the same character,  type and
magnitude as incurred in the past,  or any other  failure by National to conduct
its business in the ordinary  course  consistent  with past  practice,  (iv) any
damage,  destruction,  or losses, whether covered by insurance or not, which, in
the aggregate, could reasonably be expected to have a material adverse effect on
National  or  (v)  any  mortgage,  pledge  or  subjection  to  lien,  charge  or
encumbrance of any kind of any of National's assets, tangible or intangible.

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         2.7  EMPLOYMENT  AGREEMENTS.  National  does not  have  any  employment
agreements  with any employee of National.  National is not a party to nor is it
bound by any  collective  bargaining  agreement.  National  does not know of any
organizational  effort presently being made or threatened by or on behalf of any
labor union with respect to employees of National.

2.8 HEALTH BENEFIT PLANS. National has not established any health benefit plans,
compensation  arrangements and other benefit arrangements  covering employees of
National, including without limitation, any multi-employer plan with the meaning
of Section 3(37) of ERISA,  employee welfare benefit plan (as defined in Section
3(1) of ERISA); or bonus, deferred compensation,  stock purchase,  stock option,
severance  plan,  salary  continuation,  vacation  sick  leave,  fringe  benefit
incentive insurance welfare or similar arrangement.

2.9 SEC FILINGS, FINANCIAL STATEMENTS.  National is current in the filing of all
forms, reports, statements and documents (collectively,  the "National Reports")
required to be filed by it with the Securities and Exchange  Commission ("SEC").
Except as  provided  in the  National  Reports,  each of the  audited  financial
statements and interim  financial  statements  contained in the National Reports
complied in all material  respects with all applicable  accounting  requirements
and was prepared in accordance  with generally  accepted  accounting  principles
applied on a consistent basis throughout the periods indicated (except as may be
indicated  in the notes  thereto)  and each  presented  fairly,  in all material
respects,  the  consolidated  financial  position of National at the  respective
dates  thereof  and the  consolidated  results of  operations  and cash flows of
National for the respective periods indicated therein, except as otherwise noted
therein (subject, in the case of unaudited  statements,  to normal and recurring
year-end adjustments).

2.10 TAX MATTERS. National has not filed all tax returns required to be filed by
it (subject to  permitted  extensions)  with any state or federal  entities  and
covenants  to file such tax returns for prior  years as soon as  practical.  All
taxes of National  which are (i) due and payable or (iii) claimed or asserted by
any taxing  authority  to be due,  have been paid,  except for those taxes being
contested in good faith and for which adequate  reserves have been  established,
provided that National shall not be in default hereunder in the event that there
are any unpaid taxes  provided that  National  covenants to pays any such unpaid
taxes on or before  September  31, 2003.  National has withheld and paid over to
the relevant taxing authority all federal, state, local or foreign income, gross
receipts, property, sales, use, license, excise, franchise, employment, payroll,
premium,  withholding,  alternative  or added minimum,  ad valorem,  transfer or
excise  tax,  or any other tax,  custom,  duty,  governmental  fee or other like
assessment  or charge of any kind  whatsoever,  together  with any  interest  or
penalty,  imposed by any governmental  entity required to have been withheld and
paid  in  connection  with  payments  to  employees,   independent  contractors,
creditors,  shareholders  or other  third  parties,  except for such taxes which
individually  or in the aggregate  would not have a material  adverse  effect on
National

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         2.11  CONTRACTS.  National has provided Tele and the  Principal  Seller
with true,  correct and complete copies of all material contracts to which it is
a party.  With respect to each material  contract to which  National is a party:
(i) the agreement is legal, valid, binding,  enforceable,  and in full force and
effect,  (ii)  the  agreement  will  continue  to  be  legal,  valid,   binding,
enforceable,  and in full  force and effect on  identical  terms  following  the
Acquisition Closing and the consummation of the transactions contemplated hereby
and (iii) to the knowledge of National,  no party to such agreement is in breach
or default under such  agreement and no event has occurred  which with notice or
lapse of time  would  constitute  a breach or  default,  or permit  termination,
modification, or acceleration, under the agreement.

         2.12 REAL  PROPERTY.  National does not own or lease any real property.
National maintains an office located at 545 Madison Avenue, 6th Floor, New York,
New York 10022.

         2.13 PATENTS AND TRADEMARKS.  National owns or possess sufficient legal
right,  title  to,  owner of or valid  licenses  to use all of the  intellectual
property  necessary for the  operation of its business as now conducted  with no
known infringement of or conflict with rights of others.

         2.14  DISCLOSURE.  No  representation  or warranty  of National  and no
statement,  information or certificate  furnished or to be furnished by National
to  Tele,  Genio,  TVLLC,  TV  Media  and the  Sellers  in  connection  with the
transaction contemplated hereby contains or will contain any untrue statement of
a material fact or omits or will omit to state a material fact necessary to make
the statements  contained herein, in light of the circumstances under which they
were made, not misleading.

                                       ARTICLE III

         REPRESENTATIONS AND WARRANTIES OF TELE AND
                           THE PRINCIPAL SELLER

         Tele and the Principal  Seller make the following  representations  and
warranties to National as of the date hereof and as of the Acquisition  Closing,
unless a different date is specifically provided herein.

         3.1 ORGANIZATION AND STANDING.  Tele has been duly  incorporated and is
validly  existing and in good  standing  under the laws of the State of New York
and has  the  requisite  corporate  power  and  authority  necessary  to own its
properties  and to conduct its  business as  presently  conducted.  Tele is duly
qualified to transact business as a foreign  corporation and is in good standing
in every  jurisdiction  in which the failure to so qualify would have a material
adverse effect on the operations or financial  condition of Tele. Each of Genio,
TVLLC, and TV Media has been duly formed as a limited  liability  company and is
validly  existing and in good  standing  under the laws of the State of Delaware
and has the requisite power and authority necessary to own its properties and to
conduct its business as presently  conducted.  Each of Genio, TVLLC and TV Media
is duly qualified to transact  business as a limited liability company and is in
good  standing in every  jurisdiction  in which the failure to so qualify  would


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have a material  adverse  effect on the  operations  or  financial  condition of
Genio,  TVLLC or TV Media.  Each of Tele,  Genio,  TVLLC  and TV Media  have all
necessary licenses for the operation of their businesses as presently  conducted
and such licenses shall remain in full force and effect through the  Acquisition
Closing.  Tele, Genio, TVLLC and TV Media operate their businesses in compliance
with all applicable laws.

3.2 SHAREHOLDERS  AND MEMBERS.  The Principal Seller is a principal owner of the
Tele Common Stock and he and the other Sellers own 100% of the Tele Common Stock
free and clear of all liens or encumbrances, except to sole extent of the pledge
of the Tele Common Stock in favor of National to secure the  obligations of Tele
under the Bridge Note and have sole  managerial and  dispositive  authority with
respect to the Tele Common Stock.  All proxies  granted with respect to the Tele
Common Stock, if any, have been validly  revoked.  Tele is the sole owner of the
Membership Interests free and clear of all liens or encumbrances,  except to the
sole extent of the pledge of the  Membership  Interests  in favor of National to
secure the  obligations  of Genio,  TVLLC and TV Media under the Bridge Note and
has sole  managerial  and  dispositive  authority with respect to the Membership
Interests.  Upon the Acquisition  Closing,  and the due execution this Agreement
and the Ancillary Agreements, and the requisite consents, set forth in Article I
above,  the  Sellers  shall  convey the Tele  Common  Stock to  National  or its
designee  who will own and hold,  good and  marketable  title to the Tele Common
Stock.

         3.3 BROKERS OR FINDERS.  No person has or will have, as a result of the
transactions  contemplated  by this  Agreement or the Ancillary  Agreements  any
right, interest or valid claim against or upon National for any commission,  fee
or other  compensation  as a finder or broker  because of any act or omission by
either Tele, Genio, TVLLC, TV Media or any of the Sellers.

3.4  AUTHORIZATION.  Tele and the Principal  Seller have full right and power to
enter into and perform  pursuant to this Agreement and the Ancillary  Agreements
and  this  Agreement  and  the  Ancillary  Agreements  constitute  Tele  and the
Principal  Seller's  valid  and  legally  binding  obligations,  enforceable  in
accordance with their terms, except to the extent that their  enforceability may
be limited by applicable  bankruptcy,  insolvency,  reorganization or other laws
affecting the enforcement of creditors' rights generally or by general equitable
principles.  The Sellers are  authorized  to sell the Tele Common  Stock and the
Principal  Seller is authorized  to enter into this  Agreement and the Ancillary
Agreements.  Tele has complied  with all  applicable  regulations  and orders in
connection  with the execution,  delivery and  performance of this Agreement and
the Ancillary Agreements and the transactions  contemplated hereby. Neither Tele


                                       10
<PAGE>

nor Genio,  TVLLC and TV Media are  required  to submit any notice,  report,  or
other filing with any governmental  authority in connection with their execution
or delivery of this Agreement, and the Ancillary Agreements nor the consummation
of the transactions  contemplated hereby. No authorization,  consent,  approval,
exemption  or notice is required to be  obtained  by Tele,  Genio,  TVLLC and TV
Media in  connection  with the  execution,  delivery,  and  performance  of this
Agreement and the Ancillary Agreements or the transactions  contemplated hereby.
The execution,  delivery and  performance of this  Agreement,  and the Ancillary
Agreements by Tele,  Genio,  TVLLC,  TV Media and the  Principal  Seller and the
consummation by them of the transactions contemplated hereby will not violate or
conflict with any  provision of any law  applicable to Tele,  Genio,  TVLLC,  TV
Media or any of the Sellers or by which any  property  or asset of Tele,  Genio,
TVLLC, TV Media or any of Sellers is bound or violate,  conflict with, result in
a breach of or the  acceleration of any obligation  under,  constitute a default
(or an event  which with  notice or the  passage of time or both would  become a
default) under, give to others any right of termination, amendment, acceleration
or  cancellation  of, or result in the  creation of any lien on any  property or
assets of either Tele, Genio,  TVLLC, TV Media or any of the Sellers pursuant to
any provision of any indenture,  mortgage,  lien,  lease,  agreement,  contract,
instrument,  order  judgment,  ordinance,  regulation  or decree to which  Tele,
Genio,  TVLLC,  TV Media or any of the  Sellers is subject or by which or any of
their  properties or assets are bound,  except to the extent the failure to give
such  notice,  make such  filings,  or obtain such  authorizations,  consents or
approvals,  or the extent such violations,  conflicts,  breaches or defaults, in
the aggregate would not have a material adverse effect on Tele, Genio, TVLLC, TV
Media or any of the Sellers.

3.5 LITIGATION.  There are no suits, investigations,  arbitrations,  mediations,
actions or proceedings threatened against Tele, Genio, TVLLC, TV Media or any of
the  Sellers or with  respect to any of their  properties  or assets  before any
court, arbitrator, administrator or governmental or regulatory authority or body
which, in the aggregate, could reasonably be expected to have a material adverse
effect on Tele, Genio, TVLLC, or TV Media.  Neither Tele, Genio, TVLLC, TV Media
or any of the Sellers nor any of their  properties  or assets are subject to any
orders, judgments,  injunctions or decrees which, in the aggregate, could have a
material adverse effect on Tele, Genio, TVLLC, or TV Media.

3.6 CAPITAL STOCK/MEMBERSHIP INTERESTS. (i) The authorized capital stock of Tele
consists of 200 shares of common stock,  no par value and does not authorize any
shares of preferred  stock.  All of the outstanding  shares of Tele common stock
have been validly issued and are fully paid and nonassessable and not subject to
preemptive rights and were issued in compliance with applicable  securities laws
and  regulations.  There are no  outstanding  rights,  subscriptions,  warrants,
calls,   unsatisfied   preemptive   rights,   options  or  other  agreements  or
arrangements  of any kind to  purchase  or  otherwise  to receive  from Tele any
shares  of  capital  stock  or any  other  security  of Tele  and  there  are no
outstanding  securities of any kind  convertible  into or exchangeable  for such
capital stock. (ii) All of the membership Interests have been validly issued and
are  fully  paid  and  were  issued  in  compliance  with  securities  laws  and
regulations.  There are no outstanding rights,  subscriptions,  warrants, calls,
unsatisfied  preemptive  rights,  options or other agreements or arrangements of


                                       11
<PAGE>

any kind to purchase or otherwise  to receive from Genio,  TVLLC or TV Media any
membership interests or any other security of Genio, TVLLC or TV Media and there
are no outstanding  securities of any kind  convertible into or exchangeable for
such membership interests.

         3.7      ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since June 30, 2003,
the  business  of Tele,  Genio,  TVLLC  and TV Media has been  conducted  in the
ordinary  course and there has not been (i) any material  adverse  change in the
financial condition, results of operations, prospects, properties or business of
Tele, Genio, TVLLC and TV Media, (ii) any indebtedness  incurred by Tele, Genio,
TVLLC or TV Media other than the Bridge Note or any other  material  transaction
other than in the  ordinary  course of  business,  (iii) any  incurrence  of any
material  liabilities  or obligations of any nature not incurred in the ordinary
course of business  consistent with past practice and of substantially  the same
character,  type and  magnitude as incurred in the past, or any other failure by
Tele,  Genio,  TVLLC or TV Media to conduct its business in the ordinary  course
consistent with past practice, (iv) any damage,  destruction, or losses, whether
covered by  insurance or not,  which,  in the  aggregate,  could  reasonably  be
expected to have a material adverse effect on Tele, Genio,  TVLLC or TV Media or
(v) any mortgage,  pledge or subjection to lien,  charge or  encumbrance  of any
kind of any of Tele, Genio, TVLLC or TV Media's assets,  tangible or intangible,
other than the Bridge Note.

         3.8 EMPLOYMENT AGREEMENTS. Tele, Genio, TVLLC and TV Media presently do
not have any written employment agreements with any of their employees, although
they  expect  to enter  into the  Employment  Agreements  and the Shai  Bar-Lavi
Employment Agreement before the Acquisition  Closing.  Except for the Employment
Agreements and the Shai Bar-Lavi Employment Agreement, there are no Tele, Genio,
TVLLC  and TV  Media do not have any  bonus,  incentive  compensation,  deferred
compensation,  profit  sharing,  stock  option,  stock  bonus,  stock  purchase,
savings,  severance,  salary  continuation,   material  consulting,   retirement
(including  health  and  life  insurance  benefits  provided  after  retirement)
agreements and arrangements with or for the benefit of any officer,  employee or
other  person,  or for the benefit of any group of officers,  employees or other
persons,  other than employee benefit plans.  Neither Tele,  Genio,  TVLLC or TV
Media  is a party  to or bound by any  collective  bargaining  agreement.  Tele,
Genio,  TVLLC and TV Media do not know of any  organizational  effort  presently
being made or  threatened  by or on behalf of any labor  union  with  respect to
employees of Tele, Genio, TVLLC or TV Media.

         3.9 HEALTH BENEFIT PLANS.  Neither Tele, Genio,  TVLLC or TV Media have
established  any  health  benefit  plans,  compensation  arrangements  and other
benefit  arrangements  covering  employees  of Tele,  Genio,  TVLLC or TV Media,
including  without  limitation,  any  multi-employer  plan with the  meaning  of
Section  3(37) of ERISA,  employee  welfare  benefit plan (as defined in Section
3(1) of ERISA); or bonus, deferred compensation,  stock purchase,  stock option,
severance  plan,  salary  continuation,  vacation  sick  leave,  fringe  benefit
incentive insurance welfare or similar arrangement.

         3.10 REAL PROPERTY. Neither Tele, Genio, TVLLC or TV Media own any real
property.  Tele, Genio,  TVLLC and TV Media lease offices located at 1120 Avenue
of  the  Americas,  Suite  4020,  New  York,  New  York  10019  on  a  temporary


                                       12
<PAGE>

month-to-month basis.

         3.11 TANGIBLE ASSETS.  Each of Tele,  Genio,  TVLLC and TV Media own or
lease all  machinery,  equipment  and other  tangible  assets  necessary for the
conduct of their  business as presently  conducted.  Each such tangible asset is
free  from  material  defects  (patent  and  latent),  has  been  maintained  in
accordance  with  normal  industry  practice,  is in  good  operating  condition
(subject to normal wear and tear), and is suitable for the purposes for which it
presently is used.

         3.12 TAX MATTERS.  Tele,  Genio,  TVLLC and TV Media have not filed all
tax  returns  required  to be  filed  by  any  of  them  (subject  to  permitted
extensions)  with any state or federal  entities  and  covenant to file such tax
returns for prior years as soon as practical.  All taxes of Tele,  Genio,  TVLLC
and TV Media which are (i) due and  payable or (iii)  claimed or asserted by any
taxing  authority  to be due,  have been paid,  except for those  taxes being in
tested in good faith and for which adequate reserves have been established. Each
of Tele,  Genio,  TVLLC and TV Media has  withheld and paid over to the relevant
taxing authority all federal,  state,  local or foreign income,  gross receipts,
property, sales, use, license, excise, franchise,  employment, payroll, premium,
withholding,  alternative or added minimum, ad valorem,  transfer or excise tax,
or any other tax,  custom,  duty,  governmental  fee or other like assessment or
charge of any kind whatsoever, together with any interest or penalty, imposed by
any  governmental  entity  required to have been withheld and paid in connection
with payments to employees, independent contractors,  creditors, shareholders or
other  third  parties,  except  for  such  taxes  which  individually  or in the
aggregate would not have a material adverse effect on Tele, Genio,  TVLLC and TV
Media.

         3.13 CONTRACTS.  Tele, Genio, TVLLC and TV Media have provided National
with true, correct and complete copies of all material contracts to which any of
them is a party  (collectively,  the  "Contracts").  With  respect  to each such
Contract: (i) the agreement is legal, valid, binding,  enforceable,  and in full
force and effect, (ii) the agreement will continue to be legal, valid,  binding,
enforceable,  and in full  force and effect on  identical  terms  following  the
Acquisition Closing and the consummation of the transactions contemplated hereby
and (iii) to the knowledge of Tele, Genio,  TVLLC, TV Media and the Sellers,  no
other party to such  agreement is in breach or default under such  agreement and
no event has  occurred  which with  notice or lapse of time would  constitute  a
breach or default, or permit termination,  modification, or acceleration,  under
the agreement.

         3.14 BANKS.  Tele maintains a checking account at Chase Manhattan Bank,
N.A.  and this is the only bank  account  of any kind  presently  maintained  by
either Tele, Genio, TVLLC or TV Media.

         3.15  PATENTS  AND  TRADEMARKS.  Tele,  Genio,  TVLLC and TV Media have
provided  National  with  true,  correct  and  complete  copies of each  patent,
trademark and copyright registration which has been issued to Tele, Genio, TVLLC
or TV Media and each  pending  application  for patent,  trademark  or copyright
registration which Tele, Genio, TVLLC or TV Media has with respect to any of its
intellectual  property and  identifies any material  license which Tele,  Genio,


                                       13
<PAGE>

TVLLC or TV Media has  granted  to any third  party  with  respect to any of its
intellectual property (collectively,  the "Intellectual Property"). Tele, Genio,
TVLLC and TV Media own or possess  sufficient legal right, title to, owner of or
valid  licenses  to use  all of the  Intellectual  Property  necessary  for  the
operation of their  business as now conducted with no known  infringement  of or
conflict with rights of others.

         3.16  DISCLOSURE.  No  representation  or  warranty  of  Tele  and  the
Principal Seller and no statement, information or certificate furnished or to be
furnished  by any of  them  to  National  in  connection  with  the  transaction
contemplated  hereby contains or will contain any untrue statement of a material
fact or  omits or will  omit to  state a  material  fact  necessary  to make the
statements  contained  herein, or therein,  in light of the circumstances  under
which they were made, not misleading.

                                   ARTICLE IV

                           COVENANTS AND AGREEMENTS

4.1      National covenants and agrees that:

(A) National shall take all actions required to be taken by it under state `blue
sky', securities or takeover laws and by the SEC, the OTC Bulletin Board and any
other regulatory body in connection with the Acquisition, if any.

(B) National shall take all actions necessary in accordance with Delaware law,
its certificate of incorporation, and its by-laws to secure stockholder approval
of the Acquisition, if required.

(C) Tele and the Sellers shall be entitled to designate three (3) members out of
a total  of five  (5)  Board  members  to the  Board of  Directors  of  National
effective  upon the  Acquisition  Closing  (each a "Proposed  Board  Member" and
collectively,  the "Proposed Board  Members"),  provided that the Proposed Board
Members submit written  director  questionnaires  in the forms to be provided by
National and such persons are mutually acceptable to National.

(D) All of the  Acquisition  Shares shall be duly  authorized and validly issued
and will be fully paid and  nonassessable  and not subject to preemptive  rights
and  will  be  issued  in  compliance  with   applicable   securities  laws  and
regulations.

(E)  National  shall  have  divested  itself  of  all  assets  and  liabilities,
contractual  or  otherwise,  including  but not  limited to all tax  liabilities
relating to periods prior to the Acquisition Closing,  provided however, that if
such  divestiture is not completed as of the Acquisition  Closing,  such failure
shall not prevent the Acquisition  Closing from occurring provided that National
has  provided  at the  Acquisition  Closing an  adequate  reserve in cash in its


                                       14
<PAGE>

account to cover all such liabilities  contractual or otherwise.  National shall
in any  event  have  resolved  all  liabilities  owed to any  existing  National
officers and directors on or before the Acquisition Closing.  Following the date
hereof and through the  Acquisition  Closing,  National  shall not engage in any
actions that may be reasonably expected to have a material adverse effect on its
business or financial  condition,  provided that National may continue to engage
in the raising of capital for purposes of funding its obligation to loan or make
an equity investment in Tele in accordance with Section 5.2(B) below.

4.2          Tele and the Principal Seller covenant and agree that:

(A) Tele shall take all actions  necessary in accordance  with New York law, its
certificate of incorporation,  and its by-laws to secure stockholder approval of
the Acquisition.  Tele shall take all actions as the sole member of Genio, TVLLC
and TV Media in  accordance  with  Delaware law to secure the approval of Genio,
TVLLC and TV Media to the transactions contemplated hereby.

         (B) Sellers  hereby  waive all rights of first  offer,  rights of first
refusal,  co-sale  rights or similar rights held by them, if any and all notices
thereof, with respect to the transactions contemplated hereby

         (C) From and after  the date of this  Agreement,  each of Tele,  Genio,
TVLLC and TV Media shall  conduct  their  respective  businesses in the ordinary
course and consistent in all material respects with past practice.

         (D) From and after the date of this Agreement  through the  Acquisition
Closing,  Tele shall not amend its  charter  or bylaws  and Genio,  TVLLC and TV
Media shall not amend their articles of  organization  and neither Tele,  Genio,
TVLLC nor TV Media  shall (i)  declare,  set aside or pay any  dividend or other
distribution  or  payment  in cash,  stock or  property  in respect of shares of
capital  stock or  membership  interests,  respectively  (ii) make any direct or
indirect  redemption,  retirement,  purchase or other acquisition of any capital
stock or membership  interests,  respectively (iv) split,  combine or reclassify
outstanding  shares of capital stock or membership  interests,  respectively (v)
issue or agree to issue any shares, or rights,  substitutions,  warrants,  calls
options or other  agreements or arrangements of any kind to acquire or otherwise
receive any shares of capital stock or any membership  interests,  respectively,
without the express written consent of National which consent may be withheld in
its sole discretion.

         (E) From and after the date of this Agreement  through the  Acquisition
Closing,  Tele  shall use its  commercially  reasonable  efforts  to (a)  obtain
promptly any consents or approvals  required in connection  with the Acquisition
including  any  licensor,  if  necessary,  and (b) secure  written  two (2) year
employment  agreements with Jeffrey Glickman,  Suzanne Levy, Yaron Ben-Horin and
Shai Bar-Lavi and either Tele, Genio, TVLLC, TV Media or any combination thereof
which shall provide that upon the Acquisition Closing, the compensation provided
under such employment  agreements  shall be amended to include certain stock and
option  grants  from  National  in  amounts  and  subject  to  certain   vesting
requirements to be agreed upon by National on or before the Acquisition Closing.


                                       15
<PAGE>

Tele, Genio, TVLLC and TV Media,  their officers,  directors or agents shall not
(i)  increase  the  compensation  payable or to become  payable to any  officer,
director,  employee  or  consultant  except in  accordance  with  employment  or
consulting  agreements  referred to Section  1.2;  (ii) adopt or enter into,  or
amend,  except as required by applicable  law, any stock option,  bonus,  profit
sharing, pension, retirement, deferred compensation, employment or other payment
or employee  compensation plan, agreement or arrangement,  (iii) grant any stock
options  or stock  appreciation  rights,  (iv)  amend any  employment  agreement
disclosed  in Exhibit  3.8,  (v) make any loan or advance  to, or enter into any
contract lease or commitment  with any officer or director of Tele or any member
of Genio, TVLLC or TV Media, (vi) assume, guarantee, endorse or otherwise become
responsible  for any  material  obligations  of any  other  individual,  firm or
corporation  or  make  any  loans  or  advances  to  any  individual,   firm  or
corporation,  (vii) except for  investments in equipment and other assets in the
ordinary  course  of  business  consistent  with  existing  capital  expenditure
budgets,  make any material investment of a capital nature either by purchase of
stock or securities,  contributions to capital, property transfers or otherwise,
or by the  purchase of any property or assets of any other  individual,  firm or
corporation,  except the IMA  Acquisitions,  (viii) incur any  indebtedness  for
borrowed  money  excluding the Bridge Note (ix) purchase or acquire any material
interest in any business or any  securities or assets of a business which in the
aggregate  exceed  $25,000  other than in the ordinary  course of business,  (x)
enter  into  any  joint  venture  or  partnership,   (xi)  settle  any  material
litigation,  (xii) voluntarily  accelerate payments on any indebtedness,  (xiii)
enter  into,  modify  or amend in any  material  respect  or take any  action to
terminate  any of the  Contracts,  (xiv) waive,  release,  grant or transfer any
rights  of  material  value,  except in the  ordinary  course  of  business  and
consistent with past practice (xv) transfer,  lease,  license,  sell,  mortgage,
pledge  dispose of or encumber  any  material  assets other than in the ordinary
course of  business  and  consistent  with  past  practice,  (xvi)  communicate,
solicit,  initiate,  encourage or participate in any discussions or negotiations
with regard to any proposal to acquire, directly or indirectly,  any Tele Common
Stock or any of the Membership  Interests or to invest any funds in Tele, Genio,
TVLLC or TV Media,  whether  such  proposal,  acquisition,  investment  or other
transaction  involves a stock sale, a tender offer,  exchange  offer,  merger or
other business combination  involving Tele, Genio, TVLLC or TV Media, or for the
acquisition of a substantial  portion of the assets of Tele, Genio,  TVLLC or TV
Media. Tele, Genio, TVLLC or TV Media` shall immediately communicate to National
the identity of the other party and the initial  terms of any proposal it or any
of the  Sellers  may  received  from any other  party in  respect  of any of the
above-referenced  proposals  (each  an  "Acquisition  Proposal").  The  Board of
Directors of Tele and the managing  member of Genio,  TVLLC and TV Media and the
Sellers shall not (i) withdraw or modify or propose to withdraw or modify, their
approval of this  Agreement,  (ii)  approve any letter of intent,  agreement  in
principle,   acquisition   agreement  or  similar  agreement   relating  to  any
Acquisition  Proposal or (iii)  approve or  recommend,  or propose to approve or
recommend, any Acquisition Proposal, or (xvii) enter into an agreement to do any
of the foregoing.


                                       16
<PAGE>


     (F) Provide  National  with all relevant  financial  information  to enable
National to verify whether the financial  conditions to the Acquisition  Closing
set forth in Article V are  satisfied,  including  a true and  complete  balance
sheet of each of Tele,  Genio,  TVLLC and TV Media in the form annexed hereto as
Exhibit 4.2(G).

     (G)  Provide  National  with true and  complete  copies  of the  Employment
Agreements and the Shai Bar-Lavi Employment Agreement.

     (H) Provide  National with a schedule  setting forth the  allocation of the
Acquisition  Shares  to the  Sellers  and the  Employee  Shares to  certain  key
employees of TV.

                                    ARTICLE V

                        CONDITIONS TO ACQUISITION CLOSING

5.1 CONDITIONS TO THE OBLIGATION OF NATIONAL TO CONSUMMATE THE ACQUISITION.  The
obligation of National to  consummate  the  Acquisition  shall be subject to the
fulfillment at or prior to the Acquisition Closing of the following conditions:

     (A) All  representations of Tele and the Principal Seller shall be true and
correct in all material respects,  in each case as if such  representations  and
warranties  were made as of the  Acquisition  Closing,  except to the extent any
such representation or warranty is made on the date hereof and as of a specified
date,  in which case such  representation  or warranty  shall have been true and
correct as of such specified date.

     (B) the IMA Acquisitions  shall have been consummated by either Tele or any
of its subsidiaries, affiliates or designee.

     (C) the total  liabilities  and  obligations of Tele,  Genio,  TVLLC and TV
Media (contingent or otherwise)  collectively  shall not exceed in the aggregate
$100,000,  excluding sums advanced under the Bridge Note and purchase orders for
goods,  unless  such total  liabilities  and  obligations  were  incurred in the
ordinary course of business of Tele, Genio, TVLLC and TV Media.

     (D)  confirmation  that  any  and  all  license  agreements,  that  certain
consulting  agreement  between Tele and Global  Direct  Media Corp.  that is not
presently  signed but shall be signed on or before the  Acquisition  Closing and
any other material Contracts are in full force and effect..

     (E) no material adverse change in the business, operations and/or condition
(financial and otherwise) of either Tele, Genio, TVLLC, or TV Media individually
or in the aggregate from June 30, 2003.

     (F) Tele and the  Principal  Seller  shall have  performed  in all material
respects their  respective  obligations and conditions  under this Agreement and
the  Ancillary  Agreements  required to be  performed by them on or prior to the
Acquisition Closing pursuant to the terms hereof.


                                       17
<PAGE>

     (G) Unless otherwise waived in writing by National,  all required  consents
and approvals  (including Board and stockholder and member consents and consents
of any  licensors  under any  licensing  agreements  if  necessary)  having been
obtained and all necessary filings have been made.

         5.2  CONDITIONS TO THE OBLIGATION OF TELE AND SELLERS TO CONSUMMATE THE
ACQUISITION.  The obligation of Tele and Sellers to consummate  the  Acquisition
shall be subject to the  fulfillment at or prior to the  Acquisition  Closing of
the following conditions:

     (A) All  representations  of  National  shall  be true and  correct  in all
material respects,  in each case as if such  representations and warranties were
made as of the Acquisition Closing, except to the extent any such representation
or warranty is made on the date hereof and as of a specified date, in which case
such  representation  or  warranty  shall have been true and  correct as of such
specified date.

     (B)  National  shall  have  made  available  to TV for use in the  Business
through the Bridge Note and  available  working  capital or  additional  lending
beyond  any  moneys  provided  pursuant  to the  Bridge  Note for a  minimum  of
$1,000,000  (the  "Initial  Funding")  on or before the date of the  Acquisition
Closing.  Tele, Genio, TVLLC, TV Media and the Principal Seller acknowledge that
National  has made  available  to TV the sum of  $600,000 as of the date of this
Agreement,  leaving a balance  of  $400,000  to be  funded  by  National  or its
designees to satisfy this Initial Funding condition to the Acquisition Closing.

     (C) National shall have  performed in all material  respects its respective
obligations  and conditions  under this  Agreement and the Ancillary  Agreements
required to be performed by it ion or prior to the Acquisition  Closing pursuant
to the terms hereof.

     (D) Unless  otherwise waived in writing by Tele and Principal  Seller,  all
required  consents and  approvals  (including  Board and  Stockholder  consents)
having been obtained and all necessary filings have been made.

     (E)  National  shall  deliver  a  certificate   setting  forth  all  unpaid
obligations and liabilities,  contractual or otherwise of National,  as provided
in Section 4.1(E) and establish an adequate reserve with respect thereto.




                                       18
<PAGE>

                                   ARTICLE VI

                               CLOSING DELIVERIES

         6.1 DELIVERIES BY NATIONAL.  At the Acquisition  Closing in addition to
any other documents or agreements required under this Agreement,  National shall
deliver to Tele and the Sellers:

     (A)  Certificates,  in genuine and unaltered form,  representing all of the
Acquisition  Shares,  duly issued to the Sellers and the Employee Shares vesting
upon  consummation  of the  Acquisition  Closing duly issued to key employees of
Tele,  Genio  TVLLC and TV Media in the  amounts as  provided  in  Section  1.2,
provided  however,  that National  shall deliver the Escrow Shares to the Escrow
Agent and provided further that National shall only issue the Acquisition Shares
upon the receipt of consents by all of the Sellers to the  Acquisition  upon the
terms set forth in this Agreement.

     (B) the duly executed Escrow Agreement.

     (C)  and  any  other  agreements,   documents  and  instruments  reasonably
requested  by Tele and the  Principal  Seller  to  effectuate  the  transactions
contemplated in this Agreement and the Ancillary Agreements.

         6.2 DELIVERIES BY TV. At the  Acquisition  Closing,  in addition to any
other  documents  or  agreements  required  under this  Agreement,  Tele and the
Sellers shall deliver to National the following:

     (A)  Certificates,  in genuine and unaltered form,  representing all of the
Tele Common Stock,  duly endorsed to National or its designee or  accompanied by
duly executed stock powers endorsed to National or its designee, for transfer to
National or its designee.

     (B) the duly executed Escrow Agreement.

     (C) the duly executed GDM Consulting Agreement.

     (D) any other agreements, documents and instruments reasonably requested by
National to effectuate the  transactions  contemplated in this Agreement and the
Ancillary Agreements.

                                                 ARTICLE VII

         7.1      SURVIVAL OF TERMS AND INDEMNIFICATION.

         (A)  SURVIVAL;  KNOWLEDGE.  All of the  terms  and  conditions  of this
Agreement, together with the representations, warranties and covenants contained
herein or the Ancillary Agreements or in any instrument or document delivered or
to be delivered  pursuant to this Agreement or the Ancillary  Agreements,  shall
survive  the   execution  of  this   Agreement  and  the   Acquisition   Closing


                                       19
<PAGE>

notwithstanding  any investigation  heretofore or hereafter made by or on behalf
of any party hereto;  provided,  however,  that (i) the agreements and covenants
set forth in this Agreement shall survive and continue until all obligations set
forth  therein  shall  have  been   performed  and   satisfied;   and  (ii)  all
representations  and  warranties  shall  survive and continue  until twelve (12)
months  from the  Acquisition  Closing  (the  "Anniversary  Date"),  except  for
representations and warranties for which a claim for  indemnification  hereunder
(an  "Indemnification  Claim") shall be pending as of the  Anniversary  Date, in
which event such  representations  and warranties  shall survive with respect to
such Indemnification Claim until the final disposition thereof.

         (B) INDEMNIFICATION BY NATIONAL.  National shall indemnify,  defend and
hold  harmless  Tele and the Principal  Seller and Tele's  officers,  directors,
employees,    shareholders,    members,   attorneys,   accountants,    partners,
representatives, agents, successors and assigns (each an "Indemnified Party" and
collectively,  the "Indemnified  Parties"),  at all times after the date of this
Agreement,  from and against any liabilities,  damages,  losses,  claims, liens,
costs, or expenses (including  reasonable attorney's fees) of any nature (any or
all of the foregoing are hereinafter  referred to as a "Loss") insofar as a Loss
or any action in respect  thereof,  whether now existing or accruing prior to or
subsequent to the Acquisition Closing, which arises out of or is based solely on
any express misrepresentation (or alleged express misrepresentation), breach (or
alleged breach) of any of the express  warranties,  express  representations  or
covenants made by National in this Agreement and the Ancillary  Agreements or in
any certificate,  schedule,  document  attached hereto or delivered  pursuant to
this Agreement.

         (C)  INDEMNIFICATION  BY  TELE,  GENIO,  TVLLC  AND TV  MEDIA  AND  THE
PRINCIPAL  SELLER.  Tele,  Genio,  TVLLC,  TV Media and  Principal  Seller shall
indemnify,   defend  and  hold  harmless  National,  its  officers,   directors,
employees,  shareholders,  attorneys,  accountants,  partners,  representatives,
agents,  successors and assigns of National (each a "NMC Indemnified  Party" and
collectively,  the "NMC  Indemnified  Parties"),  at all times after the date of
this  Agreement,  from and against any  liabilities,  damages,  losses,  claims,
liens, costs, or expenses (including  reasonable  attorney's fees) of any nature
(any or all of the foregoing are hereinafter referred to as a "Loss") insofar as
a Loss or any action in respect thereof,  whether now existing or accruing prior
to or subsequent to the Acquisition Closing,  which arises out of or is based on
any misrepresentation (or alleged misrepresentation), breach (or alleged breach)
of any of the  warranties,  representations  or  covenants  made by Tele and the
Principal  Seller  in  this  Agreement,  the  Ancillary  Agreements  or  in  any
certificate,  schedule,  document attached hereto or delivered  pursuant to this
Agreement.

     (D) THIRD PARTY CLAIMS. Except as otherwise provided in this Agreement, the
following procedures shall be applicable with respect to indemnification for any
third party claim, including,  but not limited to, any action or proceeding by a
third party against any party hereto based upon any contract or tort based claim
relating  to or  arising  out of any acts or  omissions  by any party  hereto (a
"Claim"):

                                       20
<PAGE>

         (i) Promptly after receipt by any party hereto of any Claim, such party
will, if a Claim with respect  thereto is to be made against any party obligated
to provide  indemnification  hereunder  (the  "Indemnifying  Party"),  give such
Indemnifying  Party  written  notice of such  Claim,  but any  failure to timely
notify the Indemnifying  Party shall not relieve the  Indemnifying  Party of its
obligations  hereunder  except to the  extent it was  prejudiced  thereby.  Such
Indemnifying Party shall have the right, at its option, to settle, compromise or
defend,  at its own expense and with its own counsel,  any such Claim  involving
the  asserted  liability  of  the  party  seeking  such   indemnification   (the
"Indemnified  Party"),  provided that the  Indemnifying  Party shall not settle,
compromise  or consent to the entry of any judgment in any pending or threatened
Claim, except with the consent of the Indemnified Party (which consent shall not
be unreasonably withheld). If the Indemnifying Party fails to assume the defense
of such Claim  within 30 days of receipt of notice of such  Claim,  or if at any
time the  Indemnifying  Party shall fail to defend in good faith any such Claim,
the Indemnified Party may assume the defense thereof and may employ counsel with
respect  thereto and all fees and expenses of such counsel  shall be paid by the
Indemnifying  Party and the Indemnified  Party may conduct and defend such claim
in such manner as it may deem appropriate,  subject to the last sentence of this
Section.  If any Indemnifying  Party undertakes to compromise,  settle or defend
any such asserted  liability,  it shall promptly notify the Indemnified Party of
its intention to do so, and the Indemnified Party agrees to cooperate fully with
the Indemnifying  Party and its counsel in the compromise of, or defense against
any such  asserted  liability.  The  Indemnified  Party may appoint,  at its own
expense,  associate  counsel  to  participate  in the joint  defense of any such
matter with respect to which the Indemnifying  Party has undertaken the defense,
and the Indemnifying Party may appoint, at its own expense, associate counsel to
participate in the joint defense of any such matter which the Indemnified  Party
is defending.  No Indemnified  Party shall settle,  compromise or consent to the
entry of any  judgment  in any  pending or  threatened  Claim,  except  with the
consent of the  Indemnifying  Party  (which  consent  shall not be  unreasonably
withheld).

     (ii) The sole and exclusive  monetary  remedy of the parties hereto for any
and all Loss, including any Claim, with respect to the transactions contemplated
in this Agreement and the Ancillary Agreements, shall be the indemnity set forth
in this Article VII, as limited by the provisions set forth in this Article VII.
Any claim or request for  indemnification  not submitted in writing prior to the
expiration of the applicable  survival period of the warranty or  representation
provided  in this  Article  VII on which  such  Loss or Claim is based  shall be
deemed to have been waived and no party shall have any  further  liability  with
respect thereto. The Principal Seller may satisfy an indemnification  obligation
through the tendering to National of Acquisition  Shares,  provided that (a) the
value of such Acquisition  Shares shall solely be based upon the average closing
price of the shares of  National's  common stock as reported by the OTC Bulletin
Board or the then  applicable  stock  exchange  during  the five  business  days
immediately   preceding  the  tender  of  such   Acquisition   Shares  and  (ii)
notwithstanding  the  foregoing,  there  shall  be a cap in the  amount  of Five
Million  Dollars  ($5,000,000) in the aggregate for all  indemnification  claims
against either or both of the Principal  Seller and Tele and a cap in the amount
of One Million Seven Hundred Thousand Dollars  ($1,700,000) in the aggregate for


                                       21
<PAGE>

all indemnification claims against National. No claim for indemnification may be
made by either  National or Tele and the Principal  Seller,  as the case may be,
unless the aggregate of all claims for which indemnification is sought by either
party exceeds $25,000.

                                            ARTICLE VIII
                                          MISCELLANEOUS

     8.1 NO WAIVER;  CUMULATIVE REMEDIES. No failure or delay on the part of any
party to this Agreement in exercising any right, power or remedy hereunder shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
such right,  power or remedy preclude any other or further  exercise  thereof or
the exercise of any other right, power or remedy hereunder.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

     8.2 AMENDMENTS, WAIVERS AND CONSENTS. Any provision in the Agreement to the
contrary  notwithstanding,  and  except as  hereinafter  provided,  changes  in,
termination  or  amendments of or additions to this  Agreement may be made,  and
compliance  with any  covenant or  provision  set forth herein may be omitted or
waived,  if National shall obtain  consent  thereto in writing from Tele and the
Principal Seller.  Any waiver or consent may be given subject to satisfaction of
conditions  stated  therein and any waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given.

     8.3  ADDRESSES  FOR  NOTICES.  All  notices,  requests,  demands  and other
communications  provided  for  hereunder  shall  be in  writing  and  mailed  by
certified  mail,  return  receipt  requested,  overnight  delivery  service,  or
delivered by hand to each applicable party at the address set forth on the first
page of this  Agreement  or at such  other  address  as to which  such party may
inform the other party in writing in compliance  with the terms of this Article.
All such notices, requests, demands and other communications shall be considered
to be effective when delivered.

     8.4 COSTS,  EXPENSES AND TAXES.  All parties  shall bear their own expenses
incurred in the negotiation of this Agreement and the Ancillary Agreements.

     8.5  EFFECTIVENESS;  BINDING  EFFECT;  ASSIGNMENT.  This Agreement shall be
binding upon and inure to the benefit of National,  Tele,  and Principal  Seller
and their  respective  successors and assigns;  PROVIDED,  that no party to this
Agreement  may  assign  any of its rights or  obligations  under this  Agreement
without the prior written consent of the counter-party to this Agreement.

     8.6 PRIOR AGREEMENTS.  The Agreement and the Ancillary  Agreements executed
and delivered in connection herewith constitute the entire agreement between the
parties and supersede any prior  understandings  or  agreements  concerning  the
subject matter hereof.


                                       22
<PAGE>

         8.7 SEVERABILITY AND INCONSISTENCY. The provisions of the Agreement and
the  Ancillary  Agreements  are  severable  and,  in the event that any court of
competent jurisdiction shall determine that any one or more of the provisions or
part of a provision  contained  herein or in the Ancillary  Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity,  illegality or unenforceability shall not affect any other provision
or part of a provision of such Agreement or any of the Ancillary  Agreements and
the terms  thereof shall be reformed and construed as if such invalid or illegal
or  unenforceable  provision,  or part of a provision,  had never been contained
herein,  and such  provisions or part reformed so that it would be valid,  legal
and  enforceable  to  the  maximum  extent   possible.   In  the  event  of  any
inconsistency or conflict with any terms or conditions of this Agreement and the
Escrow Agreement,  and the GDM Consulting Agreement, the terms and conditions of
this Agreement shall be controlling.

         8.8      GOVERNING LAW; VENUE.

         (A) This  Agreement  shall  be  enforced,  governed  and  construed  in
accordance  with the laws the State of New York or federal  securities law where
applicable  without  giving  effect to choice of laws  principles or conflict of
laws  provisions  and any action suit or  proceeding  may only be brought in the
state or federal courts of the state of New York.

         (B) National and Tele and the Principal Seller hereby waive one against
the other,  and agree not to assert  against  either of them,  or any  successor
assignee  thereof,  by way of motion,  as a defense,  or otherwise,  in any such
suit, action or proceeding,  (i) any claim that National,  Tele, and the Sellers
are not personally  subject to the  jurisdiction  of the state or federal courts
located in the State of New York, and (ii) to the extent permitted by applicable
law,  any  claim  that  such  suit,  action  or  proceeding  is  brought  in  an
inconvenient  forum or that the venue of any such suit,  action or proceeding is
improper or that this Agreement or the Ancillary  Agreements may not be enforced
in or by such courts.

8.9      TERM.    This Agreement shall remain in effect through the Effective
Date unless:

     (A) this  Agreement is  terminated by National if there has been a material
violation  or  material   breach  by  Tele  or  the  Principal   Seller  of  any
representation,  warranty or agreement contained in this Agreement or any failed
condition to the obligations of National under Article VI hereof or

     (B) this  Agreement is terminated by Tele or the Principal  Seller if there
has  been  a  material   violation  or  material   breach  by  National  of  any
representation,  warranty or agreement contained in this Agreement or any failed
condition to the obligations of Tele or Sellers under Article VI hereof,  unless
in either (A) or (B) there is a waiver of compliance by the other party with any
of the  agreements or conditions  herein.  In the event of  termination  of this


                                       23
<PAGE>

Agreement, this Agreement shall forthwith become null and void but provided that
no such  termination  relieve any party hereto from  liability for any breach by
such party of this Agreement.

         8.10  HEADINGS.  Article,  section  and  subsection  headings  in  this
Agreement are included  herein for  convenience  of reference only and shall not
constitute a part of this Agreement for any other purpose.

         8.11 COUNSEL.  Each of the parties hereto represents that it, she or he
has consulted  legal counsel in connection with this Agreement and the Ancillary
Agreements,  or has been given full opportunity to review this Agreement and the
Ancillary  Agreements  with counsel of his, her or its choice prior to execution
thereof.  The  parties  hereto  waive all claims  that they were not  adequately
represented in connection with the  negotiation,  drafting and execution of this
Agreement and the Ancillary  Agreements.  Each party further  agrees to bear its
own costs and expenses,  including  attorneys'  fees,  in  connection  with this
Agreement and the Ancillary Agreements.  Each of the parties hereto acknowledges
that the law firm of Moritt  Hock  Hamroff &  Horowitz  LLP has  provided  legal
services on behalf of TV and National, including legal services for both parties
in connection  with the  negotiation  and  preparation of this Agreement and the
Ancillary Agreements. Each of the parties hereto waives any conflict of interest
that may arise from such dual  representation.  If any party initiates any legal
action arising out of or in connection with enforcement of this Agreement or the
Ancillary  Agreements,  the  prevailing  party  in such  legal  action  shall be
entitled to recover from the other party all reasonable  attorneys' fees, expert
witness  fees and  expenses  incurred  by the  prevailing  party  in  connection
therewith.

         8.12  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument  and any of the parties  hereto may execute this Agreement by signing
any such counterpart.

         8.13 FURTHER ASSURANCES AND BOOKS AND RECORDS.  From and after the date
of this Agreement, upon the request of National, Tele, and the Principal Seller,
National  and Tele,  and the  Principal  Seller  shall  execute and deliver such
instruments,  documents  and other  writings as may be  reasonably  necessary or
desirable  to  confirm  and carry out and to  effectuate  fully the  intent  and
purposes of this Agreement and the Ancillary Agreements.

                      [REST OF PAGE LEFT INTENTIONALLY BLANK]





                                       24
<PAGE>





                           [SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

         IN WITNESS WHEREOF,  the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.

                                            NATIONAL MANAGEMENT CONSULTING, INC.


                                            By: /S/ STEVEN A. HOROWITZ
                                                -------------------------
                                            Name: Steven A. Horowitz
                                            Title: Chairman and President

                                            TELE-V, INC.


                                            By: /S/ SHAI BAR-LAVI
                                               --------------------------
                                            Name: Shai Bar-Lavi
                                            Title: Chairman and President


                                            PRINCIPAL SHAREHOLDER OF
                                            TELE-V, INC.


                                               /S/ SHAI BAR-LAVI
                                               ---------------------------
                                            Shai Bar-Lavi



                                       25
<PAGE>


                          [To be Delivered at the Acquisition Closing]
                                      EXHIBIT 1.2 (E)

                         ALLOCATION OF ACQUISITION SHARES

Tele-V, Inc. SH   No. Shares        National Common Stock at Closing

Shai Bar-Lavi     _______           ________

---------------   -------           --------

---------------   -------           --------

---------------   -------           --------



                                       26
<PAGE>



                                 Exhibit 1.3 (v)

[FORM OF ESCROW AGREEMENT AMONG NATIONAL, TELE, TVLLC, GENIO TV MEDIA AND ESCROW
AGENT TO BE DELIVERED AT ACQUISITION CLOSING]

                                ESCROW AGREEMENT

         ESCROW AGREEMENT dated as of [], 2003, by and among [], as escrow agent
("Escrow Agent"),  TELE-V, INC., a New York corporation whose principal business
address is 1120 Avenue of the  Americas,  Suite 4020,  New York,  New York 10019
("Tele") and its subsidiaries and affiliates--GENIO  CARDS LLC, TELE-V, LLC, and
TELE-V MEDIA LLC,  each a Delaware  limited  liability  company with a principal
business  address located at 1120 Avenue of the Americas,  Suite 4020, New York,
New York 10019 ("Genio", "TVLLC" and "TV Media", respectively,  and collectively
with  Tele,  "TV") and SHAI  BAR-LAVI,  an  officer,  director  and  significant
shareholder of Tele (the "Principal  Seller")and NATIONAL MANAGEMENT CONSULTING,
INC., a Delaware  corporation  whose principal  business  address is 545 Madison
Avenue, 6th Floor, New York, New York 10022 ("National").


                                   WITNESSETH

         WHEREAS,  the Principal  Seller and the remaining  shareholders of Tele
(collectively,  the  "Sellers")  are  the  owners  of  all  of  the  issued  and
outstanding  common stock of Tele (the "Tele Common Stock") and Tele is the sole
member  of  Genio,  TVLLC  and TV Media,  respectively  (the  "Genio  Membership
Interests",  the  "TVLLC  Membership  Interests",  and the "TV Media  Membership
Interests", respectively and collectively, the "Membership Interests"); and

         WHEREAS, Tele and the Principal Seller and National are parties to that
certain  Stock  Purchase  Agreement  dated as of July [],  2003  (the  "Purchase
Agreement"),  pursuant to which  National  has agreed to acquire all of the Tele
Common Stock in exchange for common stock of National as more fully set forth in
the Purchase Agreement (collectively, the "Acquisition"); and

         WHEREAS,  the Purchase  Agreement  provides for the establishment of an
escrow account for the escrowing of certain shares of the National  common stock
to be  issued  in  connection  with the  Acquisition  with an  escrow  agent for
potential  release  to the  Sellers in the event  that the  business  of TV (the
"Business")  attains  certain  revenue  and  EBITDA  targets  during  prescribed
periods; and

         WHEREAS,  the Escrow  Agent has agreed to act as the escrow  agent with
respect to the shares of National common stock to be escrowed in accordance with
the Purchase Agreement on the terms set forth herein.

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


                                       27
<PAGE>

         1.       DEFINITIONS.  All  capitalized  terms  not  otherwise  defined
                  herein  shall  have  the  meanings  ascribed  to  them  in the
                  Purchase Agreement.

         2.       APPOINTMENT. The Escrow Agent shall act as the escrow agent as
                  set  forth  herein,  and as such  shall  receive,  acknowledge
                  receipt,  retain,  release and deliver the Escrowed  Shares on
                  the terms, and subject to the conditions, set forth herein.

         3.       RIGHTS, DUTIES AND IMMUNITIES.

               (a)  The duties and  obligations  of the  Escrow  Agent  shall be
                    determined   solely  by  the  express   provisions  of  this
                    Agreement.  The Escrow Agent shall not be liable  except for
                    the  performance  of  such  duties  and  obligations  as are
                    specifically set out in this Agreement, and the Escrow Agent
                    shall  not  be  deemed   to  have  any   knowledge   of,  or
                    responsibility  for,  the  terms  of  any  other  agreement,
                    instrument or document.

               (b)  The  Escrow  Agent  shall not be  responsible  in any manner
                    whatsoever for any failure or inability of any party hereto,
                    or of any one else, to deliver documents to the Escrow Agent
                    or  otherwise  to  honor  any  of  the  provisions  of  this
                    Agreement or otherwise.

               (c)  Except as provided in Section 7(b) below,  the Tele,  Genio,
                    TVLLC,  TV Media,  the  Principal  Seller and National  will
                    indemnify  the  Escrow  Agent  for,  and  defend and hold it
                    harmless against,  any loss, liability or expense (including
                    but  not  limited  to  attorneys'  fees  and  disbursements)
                    arising out of or in connection  with,  its acceptance of or
                    the performance of its duties and  obligations  under or the
                    interpretation of this Agreement;  provided,  however,  that
                    this Section 3(c) shall not apply to losses, liabilities and
                    expenses  caused by the bad  faith,  willful  misconduct  or
                    gross negligence of the Escrow Agent.

               (d)  The  Escrow  Agent  shall  be  entitled  to  rely  upon  any
                    judgment, certification, demand, notice, instrument or other
                    writing  delivered to it hereunder without being required to
                    determine the  authenticity  or the  correctness of any fact
                    stated  therein or the  propriety or validity or the service
                    thereof. The Escrow Agent shall be fully protected in acting
                    on and relying upon any written notice, direction,  request,
                    waiver,  consent,  receipt or other paper or document  which
                    the Escrow  Agent  believes to be genuine.  The Escrow Agent
                    may act in reliance  upon any  instrument  or  signature  it
                    reasonably  believes to be genuine and the Escrow  Agent may
                    assume that any person purporting to give any advice or make
                    any statement in connection  with the provisions  hereof has
                    been duly authorized to do so.



                                       28
<PAGE>

               (e)  The  Escrow  Agent  shall  not be  liable  for any  error of
                    judgment, or for any act done or step taken or omitted by it
                    in good  faith,  or for any  mistake of fact or law,  or for
                    anything which it may do or refrain from doing in connection
                    herewith,  except its own bad faith,  willful  misconduct or
                    gross negligence.

               (f)  The Escrow Agent may seek the advice of legal  counsel as to
                    any question arising from or relating to the construction of
                    any of the  provisions  of this  Agreement  or its duties or
                    obligations  hereunder or  otherwise,  and it shall incur no
                    liability  and shall be fully  protected  in  respect of any
                    action  taken,  omitted or  suffered  by it in good faith in
                    accordance with the advice of such counsel.

               (g)  The Escrow  Agent does not make and will not be  required or
                    deemed  to make any  representation  as to the  validity  or
                    genuineness of any agreement,  document or other  instrument
                    held by or delivered to it.

               (h)  If a  dispute  arises  between  one or more  of the  parties
                    hereto,  or between any of the parties hereto and any person
                    not a party  hereto,  as to  whether  or not or to whom  the
                    Escrow Agent shall deliver any of the Escrowed  Shares or as
                    to any other matter arising from or relating to the Escrowed
                    Shares or this  Agreement,  the  Escrow  Agent  shall not be
                    required  to  determine  such  dispute and need not make any
                    delivery of any of the Escrowed Shares,  but will retain the
                    same until the rights of the  parties to the  dispute  shall
                    have finally been determined by written  agreement among the
                    parties to the dispute or by final non-appealable order of a
                    court  of  competent  jurisdiction.  In the  event  that the
                    Escrow Agent has  received  notice of such order or any such
                    agreement,  the Escrow Agent shall cause the Escrowed Shares
                    to  be  released  and  delivered  in  accordance  with  such
                    agreement or order and in accordance with Section 5 below.

               (i)  The Escrow Agent shall be entitled to assume that no dispute
                    of the type referred to in Section 3(h) has arisen unless it
                    has  received  a written  notice  that  such a  dispute  has
                    arisen,  which written  notice refers  specifically  to this
                    Agreement  and  identifies  by name and  address the adverse
                    claimants  in such  dispute.  Any party  delivering  written
                    notice of a dispute  pursuant  to this  Section  3(i)  shall
                    simultaneously  therewith  deliver a copy of such  notice to
                    all parties  hereto in  accordance  with  Section 10 hereof,
                    with such copies to such persons as are  specified  therein.


                                       29
<PAGE>

                    For  purposes of this Section  3(i),  the Escrow Agent shall
                    not be deemed to have  received a written  notice  until all
                    parties to this Agreement have received such written notice.
                    If a dispute of the type referred to in Section 3(h) arises,
                    the Escrow Agent may, in its sole  discretion (but shall not
                    be obligated to),  commence  interpleader or similar actions
                    or proceedings for determination of such dispute.

4.       DELIVERY TO ESCROW OF THE ESCROWED SHARES.

                           (a)  At  the   closing   of  the   Acquisition   (the
                           "Acquisition Closing"),  fifteen percent (15%) of the
                           Acquisition  Consideration [less the Employee Shares]
                           (the  "Escrowed  Shares")  shall be escrowed with the
                           Escrow Agent.

         5.       RELEASE OF ESCROW.  The Escrow  Agent shall hold,  release and
                  deliver the Escrowed Shares as follows:

                    (a)  If at any time the  Escrow  Agent  receives  a  written
                         certification   from  the   independent   directors  of
                         National or from the Accounting  Firm  authorizing  the
                         release of some or all of the Escrowed Shares, then the
                         Escrow  Agent  shall  deliver  the  amount of  Escrowed
                         Shares   set   forth   in   such   certification   (the
                         "Certification")  to the  Sellers  with each  Seller to
                         receive his pro-rata  portion of the Escrowed Shares so
                         long as the Escrow  Agent does not receive an objection
                         from National  within three business days of the Escrow
                         Agent giving National  written notice of its receipt of
                         the Certification.

                    (b)  In the event that  National  raises an objection to the
                         release of any of the Escrowed Shares, the Escrow Agent
                         shall release such of the Escrowed  Shares,  if any, as
                         are not in  controversy  and shall continue to hold the
                         remaining  Escrowed  Shares until it receives the joint
                         written instructions of National and Tele.

                    (c)  Any party delivering written instructions or objections
                         pursuant  to  Sections  5(a) or (b) above to the Escrow
                         Agent shall,  simultaneously therewith,  deliver a copy
                         of such  instructions  to all  other  parties  at their
                         respective  addresses  set forth in  Section  10 below,
                         with  such  copies  to such  persons  as are  specified
                         therein.  For purposes of Sections 5(a) or (b), written
                         instructions or objections  shall not be deemed to have
                         been  received by the Escrow Agent until such time as a
                         copy  thereof has been  received  by each party  hereto
                         other than the party delivering such  instructions.  In
                         addition, the Escrow Agent shall deliver a copy of each
                         such instructions and objections to the other parties.


                                       30
<PAGE>

                    (d)  Upon  receipt  of  a  Certification  that  all  of  the
                         Escrowed Shares may be released to the Sellers, and the
                         absence of any objection thereto as provided in Section
                         5(a) above,  the Escrow Agent shall  promptly  transmit
                         the  Escrowed  Shares  then  in its  possession  to the
                         Sellers and the escrow account shall be terminated with
                         no further action required by any party hereto.

                    (e)  In the event that any Escrowed  Shares are not released
                         to the  Sellers  after  the  expiration  of the  Second
                         Period  in  accordance  with  the  provisions  of  this
                         Section 5, such  Escrowed  Shares shall be deemed to be
                         forfeited  and all forfeited  Escrowed  Shares shall be
                         delivered   by  the  Escrow   Agent  to  National   for
                         cancellation.

         6. SUCCESSOR ESCROW AGENT.

                    (a)  The Escrow Agent may, at any time,  resign as such with
                         or without the prior written consent of all the parties
                         hereto,  in  which  case  the  Escrow  Agent  (and  any
                         successor  escrow  agent)  shall  deliver the  Escrowed
                         Shares to any successor escrow agent jointly designated
                         by National and the Sellers in writing, or to any court
                         of competent  jurisdiction,  whereupon the Escrow Agent
                         shall be  discharged  of and  from any and all  further
                         duties and obligations  arising in connection with this
                         Agreement.  The  resignation  of the Escrow Agent shall
                         take effect on the earlier of (i) the  appointment of a
                         successor  escrow  agent,  or (ii) the day  which is 30
                         days  after the date of the  delivery  of the  Escrowed
                         Shares  and a copy of this  Agreement  to any  court of
                         competent  jurisdiction.  In the event that a successor
                         escrow agent has not been  appointed at the  expiration
                         of  such  30-day   period,   the  Escrow  Agent's  sole
                         responsibilities  hereunder  shall be: (i) to  maintain
                         the  safekeeping  of the Escrowed  Shares and any other
                         documents  delivered to it hereunder,  if any, and (ii)
                         to release and deliver the Escrowed Shares and any such
                         documents  in   accordance   with  Section  5  of  this
                         Agreement.

                    (b)  If the Escrow Agent receives a written notice signed by
                         National  and  the  Sellers   stating  that  they  have
                         selected a successor  escrow  agent,  the Escrow  Agent
                         shall  deliver  the  Escrowed  Shares  (and  any  other
                         documents  then  held by it  hereunder,  if any) to the
                         successor  escrow agent named in the  aforesaid  notice
                         within 15 days after receipt of such written notice.

         7. FEES AND COSTS OF THE ESCROW AGENT.

                    (a)  The Escrow Agent shall be entitled to the reimbursement
                         of any reasonable  expenses  (including but not limited
                         to attorneys' fee and disbursements)  actually incurred
                         by it in  the  performance  of  its  duties  hereunder.
                         Without limiting any other provision of this Agreement,
                         the  amount  of such  reimbursements  will be  borne by
                         [National], except as provided in paragraph 7(b) below.


                                       31
<PAGE>

                    (b)  Notwithstanding  any provision in this Agreement to the
                         contrary, if National,  Tele, Genio, TVLLC, TV Media or
                         the  Sellers  are  determined  to  be in  breach  of or
                         default under any of the provisions hereof, or has been
                         determined by a court of competent jurisdiction to have
                         delivered  any written  notice or  instructions  in bad
                         faith or containing untrue statements,  then such party
                         shall  bear:  (i) all the  costs  and  expenses  of the
                         Escrow   Agent   required  to  be  paid  by  any  party
                         hereunder,  and (ii) all costs and expenses  (including
                         but not limited to attorneys'  fees and  disbursements)
                         incurred  by each  other  party as a result  of,  or in
                         connection  with, such breach,  default or dispute,  or
                         written notice or instruction;  provided, however, that
                         the foregoing shall not affect the Escrow Agent's right
                         to seek payment from any party hereunder.

         8.       VOTING RIGHTS AND/OR DIVIDENDS.  Notwithstanding any provision
                  to the  contrary in this  Agreement or  elsewhere,  during the
                  time that the Escrowed Shares are held in escrow by the Escrow
                  Agent in  accordance  with this  Agreement,  Sellers  or their
                  designees  shall be entitled  to  exercise  any and all voting
                  and/or other  consensual  rights accruing to the owner thereof
                  and to receive  all  dividends  and other  distributions  made
                  thereupon.

         9.       CONSTRUCTION.   This  Agreement   shall  be  governed  by  and
                  construed  and  enforced  in  accordance  with the laws of the
                  State of New York,  without regard to such State's  principles
                  of conflicts of law.

         10.      NOTICES. All notices, demands, requests, consents,  approvals,
                  reports or other  communications  required or  permitted to be
                  given  pursuant to this  Agreement  shall be in writing and if
                  such notice is given pursuant to Section 5 hereof, such notice
                  shall be delivered to the  following  addresses (or such other
                  address as the recipient  party may  hereafter  specify in the
                  same manner):


              To National:                National Management Consulting, Inc.
                                          545 Madison Avenue, 6th Floor
                                          New York, New York   10022
                                          Steven A. Horowitz, President
              Facsimile:                  (212) 755-6660

              With a Copy To:             [        ]
              Facsimile:


                                       32
<PAGE>

              To Tele, Genio, TVLLC,
              TV Media and Sellers:       Shai Bar-Lavi
                                          c/o Tele-V, Inc.
                                          1126 Avenue of the Americas,
                                          Suite 4020
                                          New York, New York 10019
              Facsimile:                  (212) [       ]


              To Escrow Agent:            [        ]
              Facsimile:                  (        )

         Except as otherwise provided in Sections 3(i) and 5(c) hereof, all such
instructions,  objections, notices, requests, consents and other communications,
if sent via facsimile shall be deemed to have been given when received,  if sent
by  overnight  courier  shall be deemed to have been given one (1)  business day
after deposit with such overnight  courier and if sent via U.S.  mail,  shall be
deemed to have been given three (3) business days after deposit in a U.S. postal
depository, certified mail, return receipt requested.

         11.      [        ].

                  (a)      [Each party  acknowledges  that [] has acted as legal
                           counsel   to  and   representative   of  []  and  its
                           respective  affiliates  and agrees that such  counsel
                           and  representation  do not and will not constitute a
                           grounds  for  disqualifying  [] from acting as Escrow
                           Agent hereunder.
                  (b)      Notwithstanding   anything  to   contrary   contained
                           herein,  it is  expressly  understood  by the parties
                           hereto that the Escrow Agent,  in that  capacity,  at
                           any time that it is  required  or  permitted  to seek
                           legal  counsel  under this  Agreement,  may seek such
                           legal counsel from [], and that [] will be liable (as
                           provided in Sections  3(c),  7(a) and 7(b)) to [] for
                           any services performed and billed to the Escrow Agent
                           by [] at its  customary  hourly  rates  and all of []
                           disbursements  in  connection  with the  provision of
                           such services.]

         12.      HEADINGS.  The headings of the sections of this  Agreement are
                  inserted as a matter of convenience and for reference purposes
                  only,  are of no binding  effect,  and in no  respect  define,
                  limit or describe the scope of this Agreement or the intent of
                  any section.

         13.      COUNTERPARTS.  This  Agreement  may be signed in any number of
                  counterparts with the same effect as if the signatures to each
                  were upon the same instrument.



                                       33
<PAGE>

         14.      ENTIRE  AGREEMENT.   This  Agreement   represents  the  entire
                  understanding  and agreement  between the parties with respect
                  to  the   subject   matter   hereof,   supersedes   all  prior
                  negotiations   between  the  parties,   and  can  be  amended,
                  modified,  supplemented,  extended, terminated,  discharged or
                  changed only by an agreement in writing  which makes  specific
                  reference  to  this  Agreement  and  which  is  signed  by all
                  parties.

15.               SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
                  and  inure  solely to the  benefit  of the  parties  and their
                  respective  permitted  successors and assigns and shall not be
                  enforceable  by or create or  evidence  any right of any third
                  party.

                  [Sellers shall be entitled to assign this Escrow Agreement and
                  all of  their  rights,  privileges,  interests,  and  remedies
                  hereunder  to  any  other  person,   firm,  entity,  bank,  or
                  corporation   whatsoever  without  notice  to  or  consent  by
                  National and such  assignee  shall be entitled to the benefits
                  of this  Escrow  Agreement  and to exercise  all such  rights,
                  interests, and remedies as fully as the Sellers.  National may
                  not assign this Escrow  Agreement  without the express written
                  consent  of the  Sellers  which  may be  withheld  in its sole
                  discretion. ]


         16.      SEVERABILITY.     Any provision of this  Agreement that may
                  be  determined  by a court of competent  jurisdiction  to be
                  prohibited or unenforceable in any jurisdiction shall, as to
                  such  jurisdiction,  be  ineffective  to the  extent of such
                  prohibition or  unenforceability  without  invalidating  the
                  remaining  provisions  hereof,  and any such  prohibition or
                  unenforceability in any jurisdiction shall not invalidate or
                  render   unenforceable   such   provision   in   any   other
                  jurisdiction. It is expressly understood,  however, that the
                  parties intend each and every provision of this Agreement to
                  be valid and  enforceable  and  hereby  knowingly  waive all
                  rights to object to any provision of this Agreement.

         17.      FURTHER  ASSURANCES.  Each of the parties agrees that it shall
                  use its good [SIGNATURE PAGE TO ESCROW AGREEMENT]


                  faith efforts to take, or cause to be taken, all action and to
                  do, or cause to be done,  all things  necessary to  consummate
                  and make effective this Agreement.




                                       34
<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be
executed as of the date first above written.

                                    [        ]
                                    As Escrow Agent



                                    By:___________________________
                                    []


                                    NATIONAL MANAGEMENT CONSULTING, INC.


                                    By: __________________________
                                    Name:  Steven A. Horowitz
                                    Title:    President and Chairman

                                    TELE-V, INC.
                                    By:
                                    --------------------------
                                    Name:  Shai Bar-Lavi
                                    Title:    President

                                    PRINCIPAL SHAREHOLDER OF TELE-V, INC.

                                    By: __________________________
                                             Shai Bar-Lavi












                                       35
<PAGE>





                                    Exhibit 4.2(G)

[FORM OF BALANCE SHEET OF TELE-V, INC. TO BE DELIVERED AT ACQUISITION CLOSING]

                                    Tele-V, Inc.
                                    Balance Sheet
                                    June 30, 2003


Assets

Current Assets                              $



Total Assets                                $



Liabilities



Current Liabilities                        $



Shareholders Equity



Total Liabilities                          $





                                       36
<PAGE>


[FORM OF BALANCE SHEET OF TELE-V, LLC TO BE DELIVERED AT ACQUISITION CLOSING]

                                    Tele-V, LLC.
                                    Balance Sheet
                                    June 30, 2003



Assets

Current Assets                              $



Total Assets                                $



Liabilities



Current Liabilities                         $



Shareholders Equity



Total Liabilities                           $



                                       37
<PAGE>



[FORM OF BALANCE SHEET OF TELE-V, MEDIA LLC TO BE DELIVERED AT
ACQUISITION CLOSING]

                                    Tele-V, Media LLC.
                                    Balance Sheet
                                    June 30, 2003



Assets

Current Assets                               $



Total Assets                                 $



Liabilities



Current Liabilities                          $



Shareholders Equity



Total Liabilities                           $




                                       38
<PAGE>


[FORM OF BALANCE SHEET OF GENIO CARDS LLC TO BE DELIVERED AT
ACQUISITION CLOSING]

                                    Genio Cards LLC.
                                    Balance Sheet
                                    June 30, 2003



Assets

Current Assets                            $



Total Assets                              $



Liabilities



Current Liabilities                       $



Shareholders Equity



Total Liabilities                        $








                                       39

<PAGE>