EXHIBIT 10.2

                SHARE EXCHANGE AGREEMENT BETWEEN THE COMPANY AND
                       CD PROMO, LTD., DATED MAY 11, 2000

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                           SHARE EXCHANGE AGREEMENT
                                  by and among
                             TIBERON RESOURCES LTD.
                                       and
                               the shareholders of
                                 CD PROMO, LTD.
                            Dated as of May 11, 2000


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                                TABLE OF CONTENTS
                                                                                                               PAGE
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THE SHARE EXCHANGE................................................................................................1
         1.1      The Share Exchange..............................................................................1
         1.2      Effective Date..................................................................................1
         1.3      Exchange of CD Promo Common Stock...............................................................1
         1.4      Exchange of Certificates........................................................................1
         1.5      Reporting of Share Exchange.....................................................................2
         1.6      Board of Directors of Tiberon Resources Ltd.....................................................2

THE CLOSING.......................................................................................................2
         2.1      Time and Place of Closing.......................................................................2
         2.2      Obligations of the CD Promo Shareholders at or Prior to the Closing.............................2
         2.3      Obligations of Tiberon Resources Ltd. at or Prior to the Closing................................2

REPRESENTATIONS AND WARRANTIES OF
         THE CD PROMO SHAREHOLDERS................................................................................3
         3.1      Organization and Qualification..................................................................3
         3.2      Capitalization..................................................................................3
         3.3      Subsidiaries and Affiliates.....................................................................4
         3.4      Options or Other Rights.........................................................................4
         3.5      Ownership of Shares.............................................................................4
         3.6      Validity and Execution of Agreement.............................................................4
         3.7      No Conflict.....................................................................................4
         3.8      Consents and Approvals..........................................................................5
         3.9      Violation of Laws, Permits, etc.................................................................5
         3.10     Books and Records...............................................................................5
         3.11     CD Promo Financial Statements...................................................................5
         3.12     Undisclosed Liabilities.........................................................................6
         3.13     Title to Property; Encumbrances.................................................................6
         3.14     Taxes...........................................................................................6
         3.15     Litigation......................................................................................7
         3.16     Contracts and Other Agreements..................................................................7
         3.17     Accounts Receivable and Accounts Payable........................................................7
         3.18     Compensation Arrangements; Officers, Directors and Employees....................................8
         3.19     ERISA...........................................................................................8
         3.20     Operations......................................................................................8
         3.21     Intangible Property and Intellectual Property..................................................10
         3.22     Employee Relations.............................................................................10
         3.23     Insurance......................................................................................11
         3.24     Licenses and Permits...........................................................................11
         3.25     Year 2000 Compliance...........................................................................11
         3.26     Brokers........................................................................................11
         3.27     Acquisition of Tiberon Resources Ltd. Shares...................................................12
         3.28     Disclosure.....................................................................................12



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REPRESENTATIONS AND WARRANTIES OF TIBERON RESOURCES LTD..........................................................12
         4.1      Organization and Qualification.................................................................12
         4.2      Capitalization.................................................................................12
         4.3      Subsidiaries and Affiliates....................................................................13
         4.4      Options or Other Rights........................................................................13
         4.5      Validity and Execution of Agreement............................................................13
         4.6      No Conflict....................................................................................13
         4.7      Consents and Approvals.........................................................................13
         4.8      Violation of Laws, Permits, etc................................................................14
         4.9      Books and Records..............................................................................14
         4.10     Tiberon Resources Ltd. Financial Statements....................................................14
         4.11     Undisclosed Liabilities........................................................................14
         4.12     Title to Property; Encumbrances................................................................15
         4.13     Taxes..........................................................................................15
         4.14     Litigation.....................................................................................15
         4.15     Contracts and Other Agreements.................................................................15
         4.16     Compensation Arrangements; Officers, Directors and Employees...................................16
         4.17     ERISA..........................................................................................16
         4.18     Operations.....................................................................................16
         4.19     Year 2000 Compliance...........................................................................18
         4.20     Brokers........................................................................................18
         4.21     Approval of Share Exchange.....................................................................18
         4.22     SEC Reporting Status...........................................................................18
         4.23     Investment Company.............................................................................18
         4.24     OTC Bulletin Board Status......................................................................18
         4.25     Disclosure.....................................................................................18

ACTIONS PRIOR TO CLOSING.........................................................................................18
         5.1      Corporate Examinations and Investigations......................................................18
         5.2      Conduct of Business............................................................................19
         5.3      Preservation of Business.......................................................................19
         5.4      Advice of Changes..............................................................................20
         5.5      Other Agreements...............................................................................20

CONDITIONS PRECEDENT TO CLOSING..................................................................................20
         6.1      Conditions Precedent to the Obligations of Tiberon Resources Ltd.to Complete the
                  Closing........................................................................................20
         6.2      Conditions Precedent to the Obligations of the CD Promo Shareholders to Complete
                  the Closing....................................................................................22

POST-CLOSING COVENANTS...........................................................................................23
         7.1      Further Information............................................................................23
         7.2      Record Retention...............................................................................23
         7.3      Post-Closing Assistance........................................................................24
         7.4      SEC Reporting..................................................................................24



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SURVIVAL; INDEMNIFICATION........................................................................................24
         8.1      Survival of Agreements, Representations and Warranties.........................................24
         8.2      Indemnification by the CD Promo Shareholders...................................................24
         8.3      Tiberon Resources Ltd.'s Indemnity.............................................................25
         8.4      Method of Asserting Claims.....................................................................25
         8.5      General Provisions.............................................................................27

TERMINATION OF AGREEMENT.........................................................................................27
         9.1      Termination....................................................................................27
         9.2      Survival After Termination.....................................................................28

MISCELLANEOUS....................................................................................................28
         10.1     Expenses.......................................................................................28
         10.2     Further Assurances.............................................................................28
         10.3     Notices........................................................................................29
         10.4     Arbitration....................................................................................30
         10.5     Publicity......................................................................................30
         10.6     Entire Agreement...............................................................................30
         10.7     Waivers and Amendments.........................................................................30
         10.8     Governing Law..................................................................................30
         10.9     Binding Effect, No Assignment..................................................................31
         10.10    Counterparts...................................................................................31
         10.11    Exhibits and Schedules.........................................................................31
         10.12    Effect of Disclosure on Schedules..............................................................31
         10.13    Headings.......................................................................................31
         10.14    Severability of Provisions.....................................................................31

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         THIS SHARE  EXCHANGE  AGREEMENT is entered into as of May 11, 2000,  by
and among TIBERON RESOURCES LTD., a Nevada corporation ("TIBERON"),  the persons
named on Schedule A attached to this  Agreement  (the "CD PROMO  SHAREHOLDERS"),
and CD PROMO, LTD., an England corporation ("CD PROMO").

                                    RECITALS

         It is the  intention  of the  parties  hereto  that CD  Promo  become a
wholly-owned  subsidiary  of Tiberon  through the  exchange  of all  outstanding
shares of CD Promo  Common  Stock  for  shares of  Tiberon  Common  Stock on the
following terms:

                                    AGREEMENT

         NOW, THEREFORE, for and in consideration of the premises and the mutual
agreements   hereinafter  set  forth,  in  accordance  with  the  provisions  of
applicable law, the parties hereby agree as follows:

                                    ARTICLE I
                               THE SHARE EXCHANGE

1.1      THE  SHARE  EXCHANGE.  Subject  to the  terms  and  conditions  of this
         Agreement, at Closing, the CD Promo Shareholders shall tender all their
         respective  shares of CD Promo  Common Stock to Tiberon in exchange for
         Tiberon  Common  Stock,  and  CD  Promo  shall  become  a  wholly-owned
         subsidiary of Tiberon.

1.2      EFFECTIVE  DATE.  The Share  Exchange  will become  effective  upon the
         proper filing of Articles of Share Exchange with the Secretary of State
         of the State of Nevada.

1.3      EXCHANGE OF CD PROMO COMMON STOCK.  The Common Stock shall be exchanged
         in the Share Exchange as follows:

         (a)      Each  certificate that prior to the Effective Date represented
                  an  outstanding  share  of  CD  Promo  Common  Stock  will  be
                  exchanged  for  Seventy-Six  Thousand  One Hundred  Sixty-Nine
                  (76,169) shares of Tiberon Common Stock.  As a result,  the CD
                  Promo  Shareholders  will  collectively own fifty-one  percent
                  (51%)  or more of the then  outstanding  shares  of  Tiberon's
                  Common Stock.

         (b)      No fraction of a share of Tiberon  Common Stock will be issued
                  upon such exchange of shares of CD Promo Common Stock. Instead
                  amounts of shares will be rounded to the nearest whole number.

1.4      EXCHANGE  OF  CERTIFICATES.  At  Closing,  or as  soon  as  practicable
         thereafter,  Tiberon shall deliver to each CD Promo Shareholder  listed
         on SCHEDULE A hereto, certificates representing

                        Share Exchange Agreement - Page 1

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         the whole number of shares of Tiberon  Common Stock,  and such CD Promo
         Shareholder's   certificate(s)  of  CD  Promo  Common  Stock  shall  be
         delivered to Tiberon.

1.5      REPORTING OF SHARE EXCHANGE.  For federal,  state, and local income tax
         return  reporting  purposes,  all  parties  agree  to treat  the  Share
         Exchange as a  nontaxable  exchange  under  Section 368 of the Internal
         Revenue Code.

1.6      BOARD OF DIRECTORS OF TIBERON.  At closing,  or as soon as  practicable
         thereafter,  the board of directors  and  officers of Tiberon  shall be
         replaced with the board of directors and officers of CD Promo.

                                   ARTICLE II
                                   THE CLOSING

2.1      TIME AND PLACE OF  CLOSING.  The  closing  of the Share  Exchange  (the
         "CLOSING") shall, unless otherwise agreed to in writing by the parties,
         take place at a mutually  acceptable  location at 10:00 AM, local time,
         on or before  twenty  (20) days  after  Tiberon  receives  the CD Promo
         Financial  Statements  as defined  herein,  and subject to the Sections
         contained within this Agreement.

2.2      OBLIGATIONS OF THE CD PROMO SHAREHOLDERS AT OR PRIOR TO THE CLOSING. At
         or prior to Closing,  and subject to the satisfaction by Tiberon of its
         obligations  hereunder,  the CD Promo  Shareholders  shall  deliver  to
         Tiberon the following:

         (a)      A copy of the Articles of  Incorporation of CD Promo certified
                  as of a  date  within  thirty  days  of  the  Closing  by  the
                  appropriate  authorities  of  England  and  certified  by  the
                  corporate  secretary  of CD  Promo  as to the  absence  of any
                  amendments   between   the  date  of   certification   by  the
                  appropriate authorities and the Closing;

         (b)      A certificate  from the appropriate  authorities of England as
                  to the  existence  and good  standing of CD Promo as of a date
                  within thirty (30) days of the Closing;

         (c)      A certificate of the corporate secretary of CD Promo attaching
                  thereto true and correct copies of the bylaws of CD Promo;

         (d)      The certificate of CD Promo referred to in SECTION 6.1 hereof;
                  and

         (e)      Such  other  documents  as  are  required   pursuant  to  this
                  Agreement or as may  reasonably be requested from the CD Promo
                  Shareholders  by Tiberon or its  counsel  as  provided  for in
                  SECTION 5 hereof.

         (f)      The  certificates  evidencing  the  shares of CD Promo  Common
                  Stock owned by the CD Promo  Shareholders,  duly  endorsed for
                  transfer to Tiberon.


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2.3      OBLIGATIONS  OF  TIBERON  AT OR  PRIOR TO THE  CLOSING.  At or prior to
         Closing,  and subject to the satisfaction by the CD Promo  Shareholders
         of their obligations  hereunder,  Tiberon shall deliver to the CD Promo
         Shareholders the following:

         (a)      A copy of the Articles of Incorporation  of Tiberon  certified
                  as of a  date  within  thirty  days  of  the  Closing  by  the
                  Secretary of State of the State of Nevada and certified by the
                  corporate  secretary  of  Tiberon  as to  the  absence  of any
                  amendments  between the date of certification by the Secretary
                  of State and the Closing;

         (b)      A  certificate  from the  Secretary  of State of the  State of
                  Nevada as to the  existence and good standing of Tiberon as of
                  a date within thirty (30) days of the Closing;

         (c)      A certificate of the corporate  secretary of Tiberon attaching
                  thereto  true and correct  copies of the bylaws of Tiberon and
                  the  corporate  resolutions  duly  adopted  by  the  board  of
                  directors  of  Tiberon  authorizing  the  consummation  of the
                  transactions contemplated hereby;

         (d)      The certificate of Tiberon  referred to in SECTION 6.2 hereof;
                  and

         (e)      Such  other  documents  as  are  required   pursuant  to  this
                  Agreement or as may  reasonably  be requested  from Tiberon by
                  the CD Promo Shareholders or their counsel.

         (f)      Certificates  evidencing the Tiberon Common Stock to be issued
                  to the CD Promo Shareholders pursuant to ARTICLE I hereof.

                                   ARTICLE III
                        REPRESENTATIONS AND WARRANTIES OF
                            THE CD PROMO SHAREHOLDERS

Except as expressly set forth and specifically  identified by the section number
of this  Agreement  in the  schedule to be  delivered to Tiberon by the CD Promo
Shareholders  within twenty (20) days from the execution of this  Agreement (the
"CD  PROMO  SHAREHOLDERS  DISCLOSURE  SCHEDULE"),   the  CD  Promo  Shareholders
represent, warrant, and covenant to Tiberon as follows:

3.1      ORGANIZATION  AND  QUALIFICATION.   CD  Promo  is  a  corporation  duly
         organized,  validly  existing  and in good  standing  under the laws of
         England,  and has all  requisite  corporate  power and authority to (a)
         own, lease and operate its properties and assets as they are now owned,
         leased  and  operated  and  (b)  carry  on its  business  as  currently
         conducted and as proposed to be conducted.  CD Promo is duly  qualified
         or licensed to do business in each jurisdiction in which the failure to
         be so qualified or licensed could have a material adverse effect in the
         business, operations,  properties,  assets, liabilities,  prospects, or
         condition (financial or otherwise) of CD Promo (hereinafter a "MATERIAL
         EFFECT").


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3.2      CAPITALIZATION.  The issued and  outstanding  capital stock of CD Promo
         consists  of  110  shares  of  common  stock.  All of  the  issued  and
         outstanding  shares of capital  stock of CD Promo are  validly  issued,
         fully paid, and nonassessable, and none of such shares have been issued
         in violation of the preemptive rights of any person.

3.3      SUBSIDIARIES AND AFFILIATES. CD Promo does not own or hold, directly or
         indirectly,  any  equity,  debt,  or other  interest  in any  entity or
         business or any option to acquire any such interest.

3.4      OPTIONS OR OTHER RIGHTS. No options,  warrants,  calls,  commitments or
         other rights to acquire, sell or issue shares of capital stock or other
         equity  interests  of  CD  Promo,  whether  upon  conversion  of  other
         securities or  otherwise,  are issued or  outstanding,  and there is no
         agreement or  understanding  with respect to the voting of such capital
         stock or other equity interests.

3.5      OWNERSHIP  OF SHARES.  The shares of CD Promo Common Stock are owned of
         record and  beneficially  by the CD Promo  Shareholders as set forth on
         Schedule A. The CD Promo Shareholders  possess full authority and legal
         right to sell,  transfer,  and assign the entire  legal and  beneficial
         ownership of the shares of CD Promo Common Stock,  free from all liens,
         claims,  and  encumbrances  of any kind;  and there are no  outstanding
         rights or obligations  granted by the CD Promo Shareholders to purchase
         or acquire any of the shares of CD Promo  Common  Stock or any interest
         in any of the shares of CD Promo  Common  Stock.  Upon  transfer of the
         shares of CD Promo  Common  Stock to Tiberon  hereunder at the Closing,
         Tiberon will receive the entire  legal and  beneficial  interest in the
         shares of CD Promo Common Stock,  free and clear of all liens,  claims,
         and encumbrances  and subject to no legal or equitable  restrictions of
         any kind.

3.6      VALIDITY AND EXECUTION OF AGREEMENT.  Each of the CD Promo Shareholders
         has the full legal right,  capacity  and power  required to enter into,
         execute and deliver this  Agreement  and to carry out the  transactions
         contemplated.  This  Agreement  has been duly executed and delivered by
         each of the CD Promo Shareholders and constitutes the valid and binding
         obligation  of  each  of  the CD  Promo  Shareholders,  enforceable  in
         accordance  with  its  terms,   subject  to  the   qualification   that
         enforcement of the rights and remedies created hereby is subject to (a)
         bankruptcy,  insolvency,  reorganization,  moratorium and other laws of
         general application  affecting the rights and remedies of creditors and
         (b)  general   principles  of  equity   (regardless   of  whether  such
         enforcement is considered in a proceeding in equity or at law).

3.7      NO CONFLICT.  None of the execution,  delivery,  or performance of this
         Agreement  does or will:  (a) result in any violation or be in conflict
         with or  constitute  a  default  under  any  term or  provision  of the
         Articles  of  Incorporation  or  bylaws  of CD  Promo  or any  term  or
         provision of any judgment, decree, order, statute, injunction, rule, or
         regulation  applicable to CD Promo or any CD Promo  Shareholder,  or of
         any  material  note,  bond,  mortgage,   indenture,   lease,   license,
         franchise,  agreement,  or other  instrument  or obligation to which CD
         Promo or any CD Promo  Shareholder is bound; (b) result in the creation
         of any material option,

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         pledge, security interest, lien, charge,  encumbrance,  or restriction,
         whether imposed by agreement,  understanding,  law or otherwise, except
         those  arising  under  applicable  federal  or  state  securities  laws
         (hereinafter an "ENCUMBRANCE")  upon any of the properties or assets of
         CD Promo  or any CD  Promo  Shareholder  pursuant  to any such  term or
         provision;  or (c) constitute a default under,  terminate,  accelerate,
         amend or modify, or give any party the right to terminate,  accelerate,
         amend,  modify,  abandon,  or refuse to  perform  or comply  with,  any
         material contract, agreement, arrangement, commitment, or plan to which
         CD Promo or any CD Promo  Shareholder is a party,  or by which CD Promo
         or any CD Promo  Shareholder or any of their  respective  properties or
         assets may be subject or bound.

3.8      CONSENTS AND APPROVALS. No federal, state,  foreign or other regulatory
         approvals are required to be obtained, nor  any regulatory requirements
         complied with, by  CD Promo or any CD  Promo Shareholder  in connection
         with the Share Exchange.

3.9      VIOLATION OF LAWS, PERMITS, ETC.

         (a)      CD Promo is not in  violation  of any term or provision of its
                  Articles of Incorporation  or bylaws,  or of any material term
                  or provision of any judgment,  decree,  order,  statute,  law,
                  injunction,  rule, ordinance,  or governmental regulation that
                  is applicable to it and where the failure to comply with which
                  would have a Material Effect.

         (b)      CD  Promo  has   maintained  in  full  force  and  effect  all
                  certificates, licenses, and permits material to the conduct of
                  its business,  and has not received any notification  that any
                  revocation or limitation thereof is threatened or pending.

3.10     BOOKS  AND  RECORDS.  The  books and  records  of CD Promo  (including,
         without  limitation,  the books of  account,  minute  books,  and stock
         record  books) are complete  and correct in all  material  respects and
         have been maintained in accordance with sound business  practices.  The
         minute  books of CD Promo are  complete  and  current  in all  material
         respects and, as  applicable,  accurately  reflect all actions taken by
         the  shareholders and the board of directors of CD Promo since the date
         of inception of CD Promo, and all signatures  contained therein are the
         true signatures of the persons whose signatures they purport to be.

3.11     CD PROMO FINANCIAL STATEMENTS.

         (a)      The audited  balance  sheets of CD Promo as of the most recent
                  period when delivered,  and the related audited  statements of
                  income, statements of cash flow and statements of shareholders
                  equity for the periods then ended, true and complete copies of
                  which will be  delivered to Tiberon  within  seventy (70) days
                  from  execution  of this  Agreement  to comply with SEC filing
                  requirements,  present fairly, in all material  respects,  the
                  financial  position  of CD  Promo  as at  such  dates  and the
                  results of  operations of CD Promo for the periods then ended,
                  in accordance with United States generally accepted accounting
                  principles  ("USGAAP")  consistently  applied  for the periods
                  covered thereby.

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         (b)      The  financial  statements  referred to in  paragraph  (a) are
                  hereinafter referred to as the CD PROMO FINANCIAL STATEMENTS.


3.12     UNDISCLOSED LIABILITIES.  CD Promo does not have any material direct or
         indirect  indebtedness,  liability,  claim, loss,  damage,  deficiency,
         obligation  or  responsibility,  fixed or unfixed,  choate or inchoate,
         liquidated or unliquidated,  secured or unsecured,  accrued,  absolute,
         contingent  or  otherwise  (all  of the  foregoing  being  collectively
         referred to as "LIABILITIES"  and individually as a "LIABILITY"),  of a
         kind required by USGAAP to be set forth on a financial  statement  that
         is not fully and  adequately  reflected  or reserved  against on the CD
         Promo  Financial  Statements.  CD Promo does not have any  Liabilities,
         whether  or not of a kind  required  by  USGAAP  to be set  forth  on a
         financial  statement,  other  than  (a)  Liabilities  incurred  in  the
         ordinary  course of business since the date of the latest balance sheet
         included in the CD Promo Financial  Statements that are consistent with
         past  practice  and are  included  in the  latest  CD  Promo  Financial
         Statements,  (b)  Liabilities  that are fully  reflected on or reserved
         against on the latest balance sheet included in the CD Promo  Financial
         Statements,  or (c) as specifically disclosed in the CD Promo Financial
         Statements.

3.13     TITLE TO  PROPERTY;  ENCUMBRANCES.  CD Promo has good and  indefeasible
         title to and other legal right to use all properties and assets,  real,
         personal and mixed, tangible and intangible,  reflected as owned on the
         latest balance sheet included in the CD Promo  Financial  Statements or
         acquired  after the date of such balance  sheet,  except for properties
         and assets  disposed of in accordance  with  customary  practice in the
         business  or disposed of for full and fair value since the date of such
         balance sheet in the ordinary  course of business  consistent with past
         practice and except for matters that would not have a Material Effect.

3.14     TAXES. All returns,  reports,  information  returns, or other documents
         (including any related or supporting  information) filed or required to
         be filed with any federal, state, local, or foreign governmental entity
         or others authority in connection with the determination, assessment or
         collection  of any Tax (whether or not such Tax is imposed on CD Promo)
         or  the  administration  of any  laws,  regulations  or  administrative
         requirements  relating to any Tax(hereinafter  "TAX RETURNS"),  reports
         and  declarations  of  estimated  tax or  estimated  tax deposit  forms
         required  to be filed by CD Promo have been duly and timely  filed;  CD
         Promo has paid all taxes,  charges,  fees,  levies or other assessments
         imposed  by any  federal,  state,  local or foreign  taxing  authority,
         whether  disputed  or  not,  including,  without  limitation,   income,
         capital,  estimated,  excise, property,  sales, transfer,  withholding,
         employment,  payroll,  and franchise taxes and such terms shall include
         any interest,  penalties or additions  attributable to or imposed on or
         with  respect  to  such  assessments  and  any  expenses   incurred  in
         connection  with  the  settlement  of any  tax  liability  (hereinafter
         "TAXES") which have become due whether  pursuant to such returns or any
         assessment  received by it or otherwise,  and has paid all installments
         of estimated Taxes due; and all Taxes which CD Promo is required by law
         to withhold or to collect have been duly  withheld and  collected,  and
         have been paid over to the proper  court,  tribunal,  arbitrator or any
         government or political  subdivision thereof,  whether federal,  state,
         county, local or foreign, or any agency, authority,

                        Share Exchange Agreement - Page 6

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         official  or  instrumentality  of  any  such  government  or  political
         subdivision (hereinafter  "GOVERNMENTAL OR REGULATORY BODY"). There are
         no tax liens upon any of the assets or  properties  of CD Promo  except
         for any  lien,  pledge,  hypothecation,  mortgage,  security  interest,
         claim,  lease,  charge,  option,  right  of  first  refusal,  easement,
         servitude,  transfer restriction under any member or similar agreement,
         encumbrance or any other  restriction or limitation  whatsoever,  other
         than (i)  materialmen's,  mechanics',  repairmen's  or other like liens
         arising in the ordinary  course of business for amounts  either not yet
         due or being contested in good faith and by appropriate  proceedings so
         long as such proceedings shall not involve any material danger of sale,
         forfeiture  or loss of any  part of the  assets  and  shall  have  been
         disclosed to Tiberon hereunder, or (ii) any lien arising as a result of
         any act or omission of Tiberon (hereinafter  "LIENS") for Taxes not yet
         due. CD Promo is not a party to any express tax  settlement  agreement,
         arrangement,  policy or  guideline,  formal or informal (a  "SETTLEMENT
         AGREEMENT"), and CD Promo does not have any obligation to make payments
         under any Settlement Agreement.

3.15     LITIGATION.

         (a)      There is no  action,  proceeding,  investigation,  or  inquiry
                  pending  or, to the best of CD Promo's  knowledge,  threatened
                  (i) against or affecting any of CD Promo's  assets or business
                  that, if determined  adversely to CD Promo,  would result in a
                  Material  Effect or (ii) that  questions this Agreement or any
                  action  contemplated  by this Agreement or in connection  with
                  the Share Exchange.

         (b)      CD  Promo  has no  knowledge  of any  state of facts or of the
                  occurrence or  nonoccurrence  of any event or group of related
                  events,  that should  reasonably  cause CD Promo to  determine
                  that there exists any basis for any material  claim  against C
                  Promo for any of the matters described in paragraph (a) above.

3.16     CONTRACTS  AND  OTHER   AGREEMENTS.   SECTION  3.16  to  the  CD  Promo
         Shareholder Disclosure Schedule contains a complete and correct list as
         of  the  date  hereof  of  all  material  agreements,   contracts,  and
         commitments (and all amendments thereto),  written or oral, to which CD
         Promo is a party or by which any of its  properties is bound.  CD Promo
         will make  available  to Tiberon  complete  and  correct  copies of all
         material written agreements,  contracts, and commitments, together with
         all  amendments  thereto,  and  accurate  (in  all  material  respects)
         descriptions  of  all  material  oral   agreements.   Such  agreements,
         contracts,  and commitments  are in full force and effect,  and, to the
         best of CD Promo's  knowledge,  all other  parties to such  agreements,
         contracts,  and commitments have performed all obligations  required to
         be performed by them to date  thereunder  in all material  respects and
         are not in default thereunder in any material respect.

3.17     ACCOUNTS  RECEIVABLE  AND ACCOUNTS  PAYABLE.  All  accounts  receivable
         reflected  on the  balance  sheet of CD Promo  included in the CD Promo
         Financial Statements, and all accounts receivable arising subsequent to
         the date of the CD Promo  Financial  Statements,  (a) have  arisen from
         BONA FIDE sales  transactions  in the  ordinary  course of  business on
         ordinary trade

                        Share Exchange Agreement - Page 7

<PAGE>



         terms and (b) have been  collected or are  collectible  in the ordinary
         course  of  business  in the  aggregate  recorded  amounts  thereof  in
         accordance with their terms without valid set-off or  counterclaim.  CD
         Promo  has  made  payments  on  accounts   payable  and  other  current
         obligations  arising  subsequent to the date of the CD Promo  Financial
         Statements,  in  accordance  with past  practice of the  business of CD
         Promo.

3.18     COMPENSATION ARRANGEMENTS;  OFFICERS,  DIRECTORS AND EMPLOYEES. SECTION
         3.18 to the CD Promo  Shareholder  Disclosure  Schedule sets forth: (a)
         the name of all present  officers,  directors and employees of CD Promo
         and  current  annual  salary,  including  any  promised,   expected  or
         customary  bonus or such other amount,  and (b) the names and titles of
         all  directors  and  officers  of CD  Promo.  CD  Promo  has not made a
         commitment  or  agreement  (verbally  or in writing)  to  increase  the
         compensation  or to modify the conditions or terms of employment of any
         person  listed in SECTION 3.18 to the CD Promo  Shareholder  Disclosure
         Schedule. To the knowledge of CD Promo, none of such persons has made a
         threat to CD Promo to  terminate  such  person's  relationship  with CD
         Promo.

3.19     ERISA.  Except as set forth in SECTION 3.19 to the CD Promo Shareholder
         Disclosure Schedule,  there are no employee benefit plans as defined in
         ERISA  ("PLANS")  maintained  for the  benefit  of,  or  covering,  any
         employee, former employee, independent contractor or former independent
         contractor of CD Promo, or their dependents or their beneficiaries,  or
         otherwise,  now or heretofore  contributed to by CD Promo,  and no such
         Plan is or has ever been subject to ERISA.

3.20     OPERATIONS.  Except as  expressly  authorized  by this  Agreement,  and
         except  as set  forth  in  SECTION  3.20  to the CD  Promo  Shareholder
         Disclosure  Schedule,  since the date of the latest CD Promo  Financial
         Statements, CD Promo has not:

         (a)      amended  its  Articles of  Incorporation  or By-Laws or merged
                  with or into or consolidated with any other entity, or changed
                  or agreed to  rearrange  in any  manner the  character  of the
                  business of CD Promo;

         (b)      issued,  sold or purchased  options or rights to subscribe to,
                  or entered into any contracts or commitments to issue, sell or
                  purchase,  any  shares of its  capital  stock or other  equity
                  interests;

         (c)      entered  into,   amended  or  terminated  any  (i)  employment
                  agreement or collective  bargaining  agreement,  (ii) adopted,
                  entered into or amended any arrangement which is, or would be,
                  a Plan or (iii)  made any change in any  actuarial  methods or
                  assumptions  used in funding any Plan or in the assumptions or
                  factors used in determining benefit equivalencies thereunder;

         (d)      issued  any  note,  bond  or  other  debt  security,  created,
                  incurred or assumed any  indebtedness for borrowed money other
                  than in the ordinary course of business in

                        Share Exchange Agreement - Page 8

<PAGE>



                  connection with trade payables, or guaranteed any indebtedness
                  for borrowed money or any capitalized lease obligation;

         (e)      declared,  set aside or paid any dividends or declared or made
                  any other  distributions of any kind to the  shareholders,  or
                  made any direct or indirect redemption,  retirement,  purchase
                  or other  acquisition  of any shares of its  capital  stock or
                  other equity interests;

         (f)      knowingly  waived any right of material  value to the business
                  of CD Promo;

         (g)      made any change in its accounting methods or practices or made
                  any changes in depreciation or amortization  policies or rates
                  adopted by it or made any material  write-down of inventory or
                  material write-off as uncorrectable of accounts receivable;

         (h)      made any wage or salary increase or other compensation payable
                  or to become payable or bonus, or increase in any other direct
                  or  indirect  compensation,  for or to  any  of its  officers,
                  directors,    employees,    consultants,   agents   or   other
                  representatives, or any accrual for or commitment or agreement
                  to make or pay the  same,  other  than  increases  made in the
                  ordinary course consistent with past practice;

         (i)      entered  into any  transactions  with  any of its  affiliates,
                  shareholders,  officers,  directors,  employees,  consultants,
                  agents  or  other   representatives   (other  than  employment
                  arrangements   made  in  the   ordinary   course  of  business
                  consistent  with  past  practice),  or  any  affiliate  of any
                  shareholder, officer, director, consultant, employee, agent or
                  other representative;

         (j)      made  any  payment  or  commitment  to pay  any  severance  or
                  termination  pay  to  any  person  or  any  of  its  officers,
                  directors,    employees,    consultants,   agents   or   other
                  representatives,  other than  payments or  commitments  to pay
                  such persons or their  officers,  directors,  employees in the
                  ordinary course of business;

         (k)      except in the ordinary  course of  business,  (i) entered into
                  any lease (as lessor or lessee),  (ii) sold, abandoned or made
                  any other disposition of any of its assets or properties other
                  than in the ordinary  course of business  consistent with past
                  practice,  (iii)  granted or  suffered  any Lien on any of its
                  assets or  properties  other  than sales of  inventory  in the
                  ordinary  course of business,  or (iv) entered into or amended
                  any  material  contract  or other  agreement  to which it is a
                  party,  or by or to which it or its assets or  properties  are
                  bound or subject,  or pursuant to which it agrees to indemnify
                  any person or to refrain from  competing  with any person,  in
                  each case or type required to be disclosed pursuant to SECTION
                  3.15 hereof;


                        Share Exchange Agreement - Page 9

<PAGE>



         (l)      except in the ordinary course of business, incurred or assumed
                  any  debt,   obligation  or  liability  (whether  absolute  or
                  contingent and whether or not currently due and payable);

         (m)      except for  inventory  or  equipment  acquired in the ordinary
                  course of business, made any acquisition of all or any part of
                  the assets, properties, capital stock or business of any other
                  person;

         (n)      except in the ordinary course of business,  paid,  directly or
                  indirectly,  any of its Liabilities before the same became due
                  in  accordance  with  their  terms  or  otherwise  than in the
                  ordinary  course of business,  except to obtain the benefit of
                  discounts available for early payment;

         (o)      except in the ordinary course of business,  created,  incurred
                  or assumed any  indebtedness for borrowed money, or guaranteed
                  any indebtedness  for borrowed money or any capitalized  lease
                  obligation,  in each case in excess of $5,000  individually or
                  in the aggregate;

         (p)      except in the ordinary  course of  business,  made any capital
                  expenditures  or  commitments  for  capital   expenditures  in
                  aggregate amount exceeding $5,000; or

         (q)      except in the ordinary course of business,  terminated, failed
                  to  renew,  amended  or  entered  into any  contract  or other
                  agreement  of a type  required  to be  disclosed  pursuant  to
                  SECTION 3.16.

3.21     INTANGIBLE PROPERTY AND INTELLECTUAL  PROPERTY.  CD Promo possesses all
         of the  necessary  licenses,  trademarks,  trade names,  domain  names,
         patents  (hereinafter  "INTELLECTUAL  PROPERTY  RIGHTS")  necessary  to
         conduct its  business in the manner that is currently  being  conducted
         and  anticipates  conducting  in the future.  All of such  Intellectual
         Property  Rights  are  held  in  the  name  of CD  Promo.  None  of the
         Intangible  Property of CD Promo infringes upon the rights of any other
         person in any material  respect or, to the knowledge of CD Promo, is so
         infringed  upon by any other person or its  property.  CD Promo has not
         received any notice of any claim of any other person relating to any of
         the Intangible  Property or any process or confidential  information of
         CD Promo and does not know of any  basis for any such  charge or claim.
         Except for the  Intangible  Property,  no other  material  intellectual
         property or  intangible  property  rights are  required for CD Promo to
         conduct the business of CD Promo in the ordinary course consistent with
         past practice.  Except as separately  identified in SECTION 3.21 of the
         CD Promo Shareholder Disclosure Schedule, no approval or consent of any
         person  is needed so that the  interest  of CD Promo in the  Intangible
         Property shall continue to be in full force and effect and  enforceable
         by CD Promo following the transactions contemplated by this Agreement.

3.22     EMPLOYEE  RELATIONS.  CD Promo is not a party  any  agreement  with any
         labor  organization,  collective  bargaining or similar  agreement with
         respect to its employees. There are no

                       Share Exchange Agreement - Page 10

<PAGE>



         material  complaints,  grievances or  arbitrations,  employment-related
         litigation,  administrative proceedings or controversies either pending
         or, to the knowledge of CD Promo,  threatened,  involving any employee,
         applicant  for  employment,  or former  employee of CD Promo against CD
         Promo.  During  the past  five  years,  CD Promo  has not  suffered  or
         sustained any labor dispute  resulting in any work stoppage and no such
         work  stoppage  is, to the  knowledge of CD Promo,  threatened.  To the
         knowledge of CD Promo,  there are no attempts  presently  being made to
         organize any employees employed by CD Promo.

3.23     INSURANCE.  CD  Promo  has  adequate  policies  of  insurance  for  its
         operations.  CD Promo is not in default  with  respect to any  material
         provision  contained in any policy or binder of  insurance  and has not
         failed to give any notice or present any claim under any such policy or
         binder  in due and  timely  fashion.  There are no  outstanding  unpaid
         claims  under any such policy or binder which have gone unpaid for more
         than 45 days or as to which the carrier has  disclaimed  liability.  CD
         Promo has not received any notice of cancellation or non renewal of any
         such policy or binder. CD Promo has not received any notice from any of
         its insurance  carriers that any insurance  premiums will be materially
         increased in the future or that any existing  insurance  coverage  will
         not be available in the future on  substantially  the same terms as now
         in effect.

3.24     LICENSES  AND  PERMITS.  Except as set forth in SECTION  3.24 of the CD
         Promo Shareholder  Disclosure Schedule, no material government permits,
         licenses,  domain name and other registrations,  and other consents and
         authorizations (federal,  state, local and foreign) of any Governmental
         or Regulatory Body (collectively, "PERMITS") is required to be obtained
         by CD Promo in  connection  with its  properties  or the business of CD
         Promo.  CD Promo has not received any notice of any claim of revocation
         of any such  Permit and has no  knowledge  of any event  which would be
         likely to give rise to such a claim.

3.25     YEAR  2000  COMPLIANCE.  All  data  of  any  type  that  includes  date
         information or which is otherwise derived from, dependent on or related
         to date  information  ("DATE  DATA")  and any  software,  microcode  or
         hardware system or component,  including any electric or electronically
         controlled  system or component,  that  processes any Date Data and (a)
         that is  installed,  in  development  or on order  by CD Promo  for its
         internal  use,  or (b)  which  CD  Promo  sells,  supports,  maintains,
         operates,  warrants, leases, licenses, assigns or otherwise provides as
         an integral  part of its products or services (or has sold,  supported,
         maintained,   operated,   warranted,   leased,  licensed,  assigned  or
         otherwise  provided in the past as an integral  part of its products or
         services ("DATE-SENSITIVE SYSTEMS") of CD Promo are (i) with respect to
         Date Data, in proper format and accurate for all dates in the twentieth
         and  twenty-first  centuries,  and (ii) with respect to  Date-Sensitive
         Systems,  correctly  and  accurately  processes  all Date Data  without
         interruption before,  during and after January 1, 2000, including those
         relating to the twentieth and twenty-first  centuries,  without loss of
         any  functionality  or  performance,   including  but  not  limited  to
         calculating,  comparing,  sequencing,  storing and displaying such Date
         Data (including all leap year  considerations  and the  quad-centennial
         rule),  when used as a stand alone system or in combination  with other
         software or hardware ("YEAR 2000 COMPLIANT").

                       Share Exchange Agreement - Page 11

<PAGE>



3.26     BROKERS.  Except  for the  assistance  of  Amerivet  Securities,  Inc.,
         Registered  Investment  Advisors,  all  negotiations  relating  to this
         Agreement and the  transactions  contemplated  hereby have been carried
         out by the CD Promo  Shareholders  directly  with  Tiberon  without the
         intervention of any other person on behalf of the CD Promo Shareholders
         in such manner as to give rise to any valid claim by any person against
         the CD Promo  Shareholders  or Tiberon  for a finder's  fee,  brokerage
         commission or similar payment.

3.27     ACQUISITION OF TIBERON SHARES.  Each CD Promo Shareholder  acknowledges
         that the Tiberon shares of Common Stock are restricted securities under
         the Securities Act and represents that such CD Promo Shareholder (i) is
         acquiring  the  Tiberon  shares  of Common  Stock  for his own  account
         without a view to  distribution  within the  meaning of the  Securities
         Act; (ii) has received from Tiberon all information  that he has deemed
         necessary to make an informed  investment  decision  with respect to an
         investment in Tiberon in general and the Tiberon shares of Common Stock
         in particular;  (iii) is financially able to bear the economic risks of
         an investment in Tiberon; and (iv) has such knowledge and experience in
         financial  and  business   matters  in  general  and  with  respect  to
         investments  of a nature  similar to the Tiberon shares of Common Stock
         so as to be capable,  by reason of such  knowledge and  experience,  of
         evaluating  the merits and risks of,  and making an  informed  business
         decision  with  regard to, the  acquisition  of the  Tiberon  shares of
         Common Stock. Each CD Promo Shareholder understands and agrees that the
         certificates  evidencing  the Tiberon shares of Common Stock shall bear
         the  usual  restrictive   legend  pertaining  to  Rule  144  under  the
         Securities  Act and that the Tiberon shares of Common Stock will not be
         transferable   except  in  accordance   with  a  valid  exemption  from
         registration to the satisfaction of the Tiberon.

3.28     DISCLOSURE. To the knowledge of the CD Promo Shareholders, neither this
         Agreement,  nor any Schedule or Exhibit to this Agreement,  contains an
         untrue  statement of a material fact or omits a material fact necessary
         to make the statements contained herein or therein not misleading.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF TIBERON

Except as expressly set forth and specifically  identified by the section number
of  this  Agreement  in the  schedule  delivered  by  Tiberon  to  the CD  Promo
Shareholders  within twenty (20) days from the execution of this  Agreement (the
"TIBERON DISCLOSURE SCHEDULE"),  Tiberon represents,  warrants, and covenants to
the CD Promo Shareholders as follows:

4.1      ORGANIZATION   AND   QUALIFICATION.   Tiberon  is  a  corporation  duly
         organized,  validly existing and in good standing under the laws of the
         State of Nevada and has all requisite  corporate power and authority to
         (a) own,  lease and operate its  properties  and assets as they are now
         owned,  leased and  operated and (b) carry on its business as currently
         conducted and as proposed to be conducted. Tiberon is duly qualified or
         licensed to do business in each jurisdiction in which the failure to be
         so qualified or licensed could have a Material Effect.


                       Share Exchange Agreement - Page 12

<PAGE>



4.2      CAPITALIZATION.  The issued and  outstanding  capital  stock of Tiberon
         consists  of shares of  8,050,000  common  stock,  $0.001 par value per
         share.  All of the issued and  outstanding  shares of capital  stock of
         Tiberon are validly issued, fully paid, and nonassessable,  and none of
         such shares have been issued in violation of the  preemptive  rights of
         any person. The Tiberon shares of Common Stock shall be validly issued,
         fully paid, and nonassessable.

4.3      TIBERON  AND  AFFILIATES.  Tiberon  does not own or hold,  directly  or
         indirectly,  any  equity,  debt,  or other  interest  in any  entity or
         business or any option to acquire any such interest.

4.4      OPTIONS OR OTHER RIGHTS. No options,  warrants,  calls,  commitments or
         other rights to acquire, sell or issue shares of capital stock or other
         equity interests of Tiberon whether upon conversion of other securities
         or otherwise,  are issued or outstanding,  and there is no agreement or
         understanding with respect to the voting of such capital stock or other
         equity interests.

4.5      VALIDITY AND EXECUTION OF AGREEMENT.  The execution and  performance of
         this  Agreement  have been duly and validly  authorized by the board of
         directors  of  Tiberon  and no other  corporate  action by  Tiberon  is
         necessary to authorize the execution, delivery, and performance of this
         Agreement,  except for the change of the  corporate  name  described in
         SECTION 6.2 hereof.  Tiberon has the  corporate  power and authority to
         execute and perform this  Agreement  and to carry out the  transactions
         contemplated  hereby. This Agreement has been duly and validly executed
         on behalf of Tiberon and is a valid and binding  obligation of Tiberon,
         enforceable in accordance with its terms,  subject to the qualification
         that  enforcement of the rights and remedies  created hereby is subject
         to (a)  bankruptcy,  insolvency,  reorganization,  moratorium and other
         laws of  general  application  affecting  the rights  and  remedies  of
         creditors and (b) general  principles of equity  (regardless of whether
         such enforcement is considered in a proceeding in equity or at law).

4.6      NO CONFLICT.  None of the execution,  delivery,  or performance of this
         Agreement  does or will:  (a) result in any violation or be in conflict
         with or  constitute  a  default  under  any  term or  provision  of the
         Articles of Incorporation or bylaws of Tiberon or any term or provision
         of  any  judgment,  decree,  order,  statute,   injunction,   rule,  or
         regulation  applicable  to  Tiberon,  or of any  material  note,  bond,
         mortgage,  indenture,  lease, license,  franchise,  agreement, or other
         instrument or  obligation to which Tiberon is bound;  (b) result in the
         creation of any  Encumbrance  upon any of the  properties  or assets of
         Tiberon  pursuant to any such term or  provision;  or (c)  constitute a
         default  under,  terminate,  accelerate,  amend or modify,  or give any
         party the right to terminate,  accelerate,  amend, modify,  abandon, or
         refuse to perform or comply  with,  any material  contract,  agreement,
         arrangement,  commitment,  or plan to which  Tiberon is a party,  or by
         which  Tiberon  or any of its  properties  or assets  may be subject or
         bound.

4.7      CONSENTS  AND  APPROVALS.   No  federal,  state,  or  other  regulatory
         approvals are required to be obtained, nor any regulatory  requirements
         complied with, by Tiberon in connection with the Share Exchange.

                       Share Exchange Agreement - Page 13

<PAGE>



4.8      VIOLATION OF LAWS, PERMITS, ETC.

         (a)      Tiberon is not in  violation  of any term or  provision of its
                  Articles of Incorporation  or bylaws,  or of any material term
                  or provision of any judgment,  decree,  order,  statute,  law,
                  injunction,  rule, ordinance,  or governmental regulation that
                  is applicable to it and where the failure to comply with which
                  would have a Material Effect.

         (b)      Tiberon   has   maintained   in  full  force  and  effect  all
                  certificates, licenses, and permits material to the conduct of
                  its business,  and has not received any notification  that any
                  revocation or limitation thereof is threatened or pending.

4.9      BOOKS AND RECORDS. The books and records of Tiberon (including, without
         limitation, the books of account, minute books, and stock record books)
         are  complete  and  correct  in all  material  respects  and have  been
         maintained  in accordance  with sound  business  practices.  The minute
         books of Tiberon are complete and current in all material respects and,
         as applicable, accurately reflect all actions taken by the shareholders
         and the board of  directors  of Tiberon  since the date of inception of
         Tiberon,  and all signatures  contained therein are the true signatures
         of the persons whose signatures they purport to be.

4.10     TIBERON FINANCIAL STATEMENTS.

         (a)      The audited balance sheets of Tiberon as of December 31, 1999,
                  and the related  audited  statements of income,  statements of
                  cash flow and statements of  shareholders  equity for the year
                  then  ended,  true and  complete  copies  of which  have  been
                  delivered to the CD Promo Shareholders, present fairly, in all
                  material  respects,  the  financial  position of Tiberon as at
                  such dates and the  results of  operations  of Tiberon for the
                  year  then  ended,  in  accordance  with  USGAAP  consistently
                  applied for the periods covered thereby.

         (b)      The  financial  statements  referred to in paragraph (a) above
                  are   hereinafter   referred  to  as  the  TIBERON   FINANCIAL
                  STATEMENTS.

4.11     UNDISCLOSED  LIABILITIES.  Tiberon does not have any  Liabilities  of a
         kind required by USGAAP to be set forth on a financial  statement  that
         is not  fully and  adequately  reflected  or  reserved  against  on the
         Tiberon  Financial  Statements.  Tiberon does not have any Liabilities,
         whether  or not of a kind  required  by  USGAAP  to be set  forth  on a
         financial  statement,  other  than  (a)  Liabilities  incurred  in  the
         ordinary  course of business since the date of the latest balance sheet
         included in the Tiberon  Financial  Statements that are consistent with
         past  practice  and  are  included  in  the  latest  Tiberon  Financial
         Statements,  (b)  Liabilities  that are fully  reflected on or reserved
         against on the latest balance sheet  included in the Tiberon  Financial
         Statements,  or (c) as specifically  disclosed in the Tiberon Financial
         Statements.

                       Share Exchange Agreement - Page 14

<PAGE>




4.12     TITLE TO  PROPERTY;  ENCUMBRANCES.  Tiberon  has good and  indefeasible
         title to and other legal right to use all properties and assets,  real,
         personal and mixed, tangible and intangible,  reflected as owned on the
         latest  balance sheet included in the Tiberon  Financial  Statements or
         acquired  after the date of such balance  sheet,  except for properties
         and assets  disposed of in accordance  with  customary  practice in the
         business  or disposed of for full and fair value since the date of such
         balance sheet in the ordinary  course of business  consistent with past
         practice and except for matters that would not have a Material Effect.

4.13     TAXES.  All Tax Returns,  reports and  declarations of estimated tax or
         estimated tax deposit  forms  required to be filed by Tiberon have been
         duly and timely filed; Tiberon has paid all Taxes which have become due
         whether  pursuant to such returns or any  assessment  received by it or
         otherwise,  and has paid all  installments  of estimated Taxes due; and
         all Taxes  which  Tiberon is  required by law to withhold or to collect
         have been duly withheld and  collected,  and have been paid over to the
         proper Governmental or Regulatory Body. There are no tax liens upon any
         of the assets or properties  of Tiberon  except for Liens for Taxes not
         yet  due.  Tiberon  is not a party  to any  Settlement  Agreement,  and
         Tiberon  does  not have  any  obligation  to make  payments  under  any
         Settlement Agreement.

4.14     LITIGATION.

         (a)      There is no  action,  proceeding,  investigation,  or  inquiry
                  pending or, to the best of Tiberon's knowledge, threatened (i)
                  against or affecting any of Tiberon's assets or business that,
                  if determined adversely to Tiberon, would result in a Material
                  Effect or (ii) that  questions  this  Agreement  or any action
                  contemplated by this Agreement or in connection with the Share
                  Exchange.

         (b)      Tiberon  has no  knowledge  of any  state  of  facts or of the
                  occurrence or  nonoccurrence  of any event or group of related
                  events, that should reasonably cause Tiberon to determine that
                  there exists any basis for any material claim against  Tiberon
                  for any of the matters described in paragraph (a) above.

4.15     CONTRACTS AND OTHER AGREEMENTS.  SECTION 4.15 to the Tiberon Disclosure
         Schedule  contains a complete and correct list as of the date hereof of
         all material agreements, contracts, and commitments (and all amendments
         thereto),  written or oral, to which Tiberon is a party or by which any
         of its properties is bound.  Tiberon has made available to the CD Promo
         Shareholders  complete  and  correct  copies  of all  material  written
         agreements,  contracts,  and commitments,  together with all amendments
         thereto,  and accurate (in all material  respects)  descriptions of all
         material oral agreements.  Such agreements,  contracts, and commitments
         are in full force and effect, and, to the best of Tiberon's  knowledge,
         all other parties to such agreements,  contracts,  and commitments have
         performed  all  obligations  required to be  performed  by them to date
         thereunder in all material  respects and are not in default  thereunder
         in any material respect.


                       Share Exchange Agreement - Page 15

<PAGE>



4.16     COMPENSATION ARRANGEMENTS;  OFFICERS,  DIRECTORS AND EMPLOYEES. Tiberon
         does not pay any  compensation to any of its officers and directors and
         has no  employees.  Tiberon  has not  made a  commitment  or  agreement
         (verbally or in writing) to pay any compensation to such persons.

4.17     ERISA.  There are no Plans  maintained for the benefit of, or covering,
         any  employee,  former  employee,   independent  contractor  or  former
         independent   contractor  of  Tiberon  or  their  dependents  or  their
         beneficiaries,  or  otherwise,  now  or  heretofore  contributed  to by
         Tiberon and no such Plan is or has ever been subject to ERISA.

4.18     OPERATIONS. Except as expressly authorized by this Agreement, or except
         as set forth in SECTION 4.18 to the Tiberon Disclosure Schedule,  since
         the date of the latest Tiberon Financial Statements, Tiberon has not:

         (a)      amended  its  Articles of  Incorporation  or By-Laws or merged
                  with or into or consolidated with any other entity, or changed
                  or agreed to  rearrange  in any  manner the  character  of the
                  business of Tiberon;

         (b)      issued,  sold or purchased  options or rights to subscribe to,
                  or entered into any contracts or commitments to issue, sell or
                  purchase,  any  shares of its  capital  stock or other  equity
                  interests;

         (c)      entered  into,   amended  or  terminated  any  (i)  employment
                  agreement or collective  bargaining  agreement,  (ii) adopted,
                  entered into or amended any arrangement which is, or would be,
                  a Plan or (iii)  made any change in any  actuarial  methods or
                  assumptions  used in funding any Plan or in the assumptions or
                  factors used in determining benefit equivalencies thereunder;

         (d)      issued  any  note,  bond  or  other  debt  security,  created,
                  incurred or assumed any  indebtedness for borrowed money other
                  than in the  ordinary  course of business in  connection  with
                  trade payables,  or guaranteed any  indebtedness  for borrowed
                  money or any capitalized lease obligation;

         (e)      declared,  set aside or paid any dividends or declared or made
                  any other  distributions of any kind to the  shareholders,  or
                  made any direct or indirect redemption,  retirement,  purchase
                  or other  acquisition  of any shares of its  capital  stock or
                  other equity interests;

         (f)      knowingly  waived any right of material  value to the business
                  of Tiberon;

         (g)      made any change in its accounting methods or practices or made
                  any changes in depreciation or amortization  policies or rates
                  adopted by it or made any material  write-down of inventory or
                  material write-off as uncorrectable of accounts receivable;

                       Share Exchange Agreement - Page 16

<PAGE>



         (h)      made any wage or salary increase or other compensation payable
                  or to become payable or bonus, or increase in any other direct
                  or  indirect  compensation,  for or to  any  of its  officers,
                  directors,    employees,    consultants,   agents   or   other
                  representatives, or any accrual for or commitment or agreement
                  to make or pay the  same,  other  than  increases  made in the
                  ordinary course consistent with past practice;

         (i)      entered  into any  transactions  with  any of its  affiliates,
                  shareholders,  officers,  directors,  employees,  consultants,
                  agents  or  other   representatives   (other  than  employment
                  arrangements   made  in  the   ordinary   course  of  business
                  consistent  with  past  practice),  or  any  affiliate  of any
                  shareholder, officer, director, consultant, employee, agent or
                  other representative;

         (j)      made  any  payment  or  commitment  to pay  any  severance  or
                  termination  pay  to  any  person  or  any  of  its  officers,
                  directors,    employees,    consultants,   agents   or   other
                  representatives,  other than  payments or  commitments  to pay
                  such persons or their  officers,  directors,  employees in the
                  ordinary course of business;

         (k)      except in the ordinary  course of  business,  (i) entered into
                  any lease (as lessor or lessee),  (ii) sold, abandoned or made
                  any other disposition of any of its assets or properties other
                  than in the ordinary  course of business  consistent with past
                  practice,  (iii)  granted or  suffered  any Lien on any of its
                  assets or  properties  other  than sales of  inventory  in the
                  ordinary  course of business,  or (iv) entered into or amended
                  any  material  contract  or other  agreement  to which it is a
                  party,  or by or to which it or its assets or  properties  are
                  bound or subject,  or pursuant to which it agrees to indemnify
                  any person or to refrain from  competing  with any person,  in
                  each case or type required to be disclosed pursuant to SECTION
                  4.14 hereof;

         (l)      except in the ordinary course of business, incurred or assumed
                  any  debt,   obligation  or  liability  (whether  absolute  or
                  contingent and whether or not currently due and payable);

         (m)      except for  inventory  or  equipment  acquired in the ordinary
                  course of business, made any acquisition of all or any part of
                  the assets, properties, capital stock or business of any other
                  person;

         (n)      except in the ordinary course of business,  paid,  directly or
                  indirectly,  any of its Liabilities before the same became due
                  in  accordance  with  their  terms  or  otherwise  than in the
                  ordinary  course of business,  except to obtain the benefit of
                  discounts available for early payment;

         (o)      except in the ordinary course of business,  created,  incurred
                  or assumed any  indebtedness for borrowed money, or guaranteed
                  any indebtedness  for borrowed money or any capitalized  lease
                  obligation,  in each case in excess of $5,000  individually or
                  in the aggregate;

                       Share Exchange Agreement - Page 17

<PAGE>



         (p)      except in the ordinary  course of  business,  made any capital
                  expenditures  or  commitments  for  capital   expenditures  in
                  aggregate amount exceeding $5,000; or

         (q)      except in the ordinary course of business,  terminated, failed
                  to  renew,  amended  or  entered  into any  contract  or other
                  agreement  of a type  required  to be  disclosed  pursuant  to
                  SECTION 4.15.

4.19     YEAR 2000  COMPLIANCE.  All Date  Data and  Date-Sensitive  Systems  of
         Tiberon are Year 2000 Compliant.

4.20     BROKERS.  Except  for the  assistance  of  Amerivet  Securities,  Inc.,
         Registered  Investment  Advisors,  all  negotiations  relating  to this
         Agreement and the  transactions  contemplated  hereby have been carried
         out by the CD Promo  Shareholders  directly  with  Tiberon  without the
         intervention of any other person on behalf of the CD Promo Shareholders
         in such manner as to give rise to any valid claim by any person against
         the CD Promo  Shareholders  or Tiberon  for a finder's  fee,  brokerage
         commission or similar  payment.  Pursuant to the  Consultant  Agreement
         between CD Promo and Amerivet  Securities,  Inc.,  at Closing,  Tiberon
         shall issue 600,000 shares of common stock to Amerivet Securities, Inc.
         pursuant to Section  3(b) and 4(2) of the  Securities  Act of 1933,  as
         amended. Tiberon shall have no obligation to Amerivet Securities,  Inc.
         if Closing does not take place for any reason whatsoever.

4.21     APPROVAL  OF SHARE  EXCHANGE.  The board of  directors  of Tiberon  has
         approved the Share Exchange without reservation or qualification.

4.22     SEC  REPORTING  STATUS.   Tiberon  is  a  reporting  company  with  the
         Securities and Exchange Commission.

4.23     INVESTMENT  COMPANY.  Tiberon is not an investment  company  within the
         meaning of Section 3 of the Investment Company Act.

4.24     OTC  BULLETIN  BOARD  STATUS.  The Tiberon  shares of Common  Stock are
         approved for trading on the OTC Bulletin Board.

4.25     DISCLOSURE.  To the knowledge of Tiberon,  neither this Agreement,  nor
         any Schedule or Exhibit to this Agreement, contains an untrue statement
         of a  material  fact or omits a  material  fact  necessary  to make the
         statements contained herein or therein not misleading.

                                    ARTICLE V
                            ACTIONS PRIOR TO CLOSING

5.1      CORPORATE  EXAMINATIONS AND  INVESTIGATIONS.  From the execution of the
         this  Agreement  until the Closing  Date,  Tiberon shall be entitled to
         make such investigation of the assets, properties, agreements, business
         and operations of CD Promo and such examination of the books,  records,
         Tax Returns, financial condition and operations of CD Promo, and to

                       Share Exchange Agreement - Page 18

<PAGE>



         otherwise complete Tiberon's  feasibility review of acquiring CD Promo.
         Any such investigation and examination shall be conducted at reasonable
         times and under reasonable  circumstances  and CD Promo shall cooperate
         fully therein.  In order that Tiberon may have full opportunity to make
         such  a  business,   accounting   and  legal  review,   examination  or
         investigation as they may wish of the business and affairs of CD Promo,
         CD  Promo  shall  furnish  to  Tiberon  during  such  period  all  such
         information  and copies of such documents  concerning the affairs of CD
         Promo as Tiberon may reasonably  request and cause CD Promo's officers,
         employees,  consultants,  agents,  accountants  and  attorneys to fully
         cooperate  with Tiberon and disclose all material  facts  affecting the
         financial condition and business operations of CD Promo. CD Promo, upon
         notice,  may, but has no  obligation  to,  address the issues raised by
         Tiberon  during  this  feasibility  review  period.  In the event  that
         Tiberon is not  satisfied  with any  document or issue  concerning  the
         operations  or  business  of CD Promo,  or any  matter  related to this
         Agreement,  Tiberon may, for any reason, in its sole discretion, at any
         time prior to Closing,  give written  notice of termination to CD Promo
         and the CD Promo  Shareholders,  and all parties shall be released from
         any obligation or further liabilities under this Agreement.

         Until the  Closing  and if the  Closing  shall not  occur,  thereafter,
         Tiberon and its affiliates shall keep confidential and shall not use in
         any manner  inconsistent  with the  transactions  contemplated  by this
         Agreement  and after  termination  of this  Agreement,  Tiberon and its
         affiliates  shall not  disclose,  nor use for their  own  benefit,  any
         information or documents  obtained from CD Promo concerning its assets,
         properties,  business and operations,  unless (a) readily ascertainable
         from public or published  information,  or trade sources,  (b) received
         from a third  party  not under an  obligation  to CD Promo to keep such
         information  confidential  or (c) required by any Law or Order. If this
         transaction  does not close for any reason,  Tiberon and its affiliates
         shall  return  or  destroy  all  such   confidential   information  and
         compilations  thereof  as  is  practicable,   and  shall  certify  such
         destruction or return to CD Promo.

5.2      CONDUCT OF BUSINESS. From the date hereof through the Closing Date, the
         CD  Promo  Shareholders  shall  cause  the  business  of CD Promo to be
         conducted  in the  ordinary  course  in the same  manner as it has been
         conducted since it inception.  The CD Promo Shareholders covenant that,
         except with the prior written  consent of Tiberon,  which consent shall
         not be unreasonably withheld, CD Promo will not:

         (a)      Do any of the  restricted  acts  set  forth  in  SECTION  3.20
                  hereof,  or enter into any  agreement of a nature set forth in
                  SECTION 3.16 hereof; or

         (b)      Enter into any  transaction  other than in the ordinary course
                  of business.

5.3      PRESERVATION  OF  BUSINESS.  From the date  hereof  through the Closing
         Date,  the  CD  Promo   Shareholders   shall  cause  CD  Promo  to  use
         commercially  reasonable  efforts to (i) preserve  intact the business,
         assets,  properties and  organizations of CD Promo, (ii) keep available
         the

                       Share Exchange Agreement - Page 19

<PAGE>



         services of the present officers, employees,  consultants and agents of
         CD Promo;  and (iii)  maintain the present  suppliers and customers and
         preserve the goodwill of CD Promo.

5.4      ADVICE OF  CHANGES.  The CD Promo  Shareholders  will  promptly  advise
         Tiberon in writing  from time to time prior to the Closing with respect
         to any matter hereafter  arising and known to them that, if existing or
         occurring at the date of this Agreement, would have been required to be
         set forth or described in the CD Promo Shareholder  Disclosure Schedule
         or  would  have  resulted  in  any   representation  of  the  CD  Promo
         Shareholders  in this  Agreement  being  untrue.  Tiberon will promptly
         advise the CD Promo  Shareholders in writing from time to time prior to
         the Closing with respect to any matter  hereafter  arising and known to
         it that, if existing or occurring at the date of this Agreement,  would
         have  been  required  to be set  forth  or  described  in  the  Tiberon
         Disclosure  Schedule or would have  resulted in any  representation  of
         Tiberon in this Agreement being untrue in any material respect.

5.5      OTHER AGREEMENTS.  The CD Promo Shareholders and Tiberon agree to take,
         or cause to be taken,  all actions and to do, or cause to be done,  all
         things reasonably necessary, proper or advisable to consummate and make
         effective as promptly as practicable the  transactions  contemplated by
         this Agreement,  including,  without  limitation,  the obtaining of all
         necessary  waivers,  consents and  approvals  and the  effecting of all
         necessary  registrations  and filings,  including,  but not limited to,
         submissions  of  information  requested by  Governmental  or Regulatory
         Bodies and any other  persons  required  to be obtained by them for the
         consummation  of the  closing  and the  continuance  in full  force and
         effect of the permits,  contracts and other agreements set forth on the
         Schedules to this Agreement.

                                   ARTICLE VI
                         CONDITIONS PRECEDENT TO CLOSING

6.1      CONDITIONS  PRECEDENT  TO THE  OBLIGATIONS  OF TIBERON TO COMPLETE  THE
         CLOSING.  The  obligations  of Tiberon to enter into and  complete  the
         Closing are subject to the fulfillment of the following conditions, any
         one or more of which may be waived by Tiberon:

         (a)      (i)  All of the  terms,  covenants,  and  conditions  of  this
                  Agreement  to be complied  with or  performed  by the CD Promo
                  Shareholders  at or before  the  Closing  shall have been duly
                  complied with and performed in all material  respects,  to the
                  sole  satisfaction of Tiberon,  (ii) the  representations  and
                  warranties of the CD Promo Shareholders set for in Article III
                  shall  be  true  in  all  material  respects  on and as of the
                  Closing  Date  with  the  same  force  and  effect  as if such
                  representations  and warranties had been made on and as of the
                  Closing,  and (iii)  Tiberon shall have received a certificate
                  to such effect from the CD Promo Shareholders.

         (b)      All consents, waivers, approvals, licenses, authorizations of,
                  or filings or declarations  with third parties or Governmental
                  or  Regulatory  Bodies  required to be obtained by CD Promo or
                  the CD Promo  Shareholders in order to permit the transactions
                  contemplated by this Agreement to be consummated in accordance
                  with agreements

                       Share Exchange Agreement - Page 20

<PAGE>



                  and  court  orders  applicable  to CD  Promo  or the CD  Promo
                  Shareholders   and  applicable   governmental   laws,   rules,
                  regulations  and  agreements  shall have been obtained and any
                  waiting   period   thereunder   shall  have  expired  or  been
                  terminated,  and CD Promo  shall have  received a  certificate
                  from the CD Promo Shareholders to such effect.

         (c)      All  actions,  proceedings,   instruments,  and  documents  in
                  connection   with  the   consummation   of  the   transactions
                  contemplated  by this  Agreement,  including  the forms of all
                  documents,   legal  matters,   opinions,   and  procedures  in
                  connection  therewith,  shall have been  approved  in form and
                  substance by counsel for Tiberon.

         (d)      The  CD  Promo   Shareholders   shall  have   furnished   such
                  certificates  to evidence  compliance  with the conditions set
                  forth  in this  Article,  as may be  reasonably  requested  by
                  Tiberon or its counsel.

         (e)      CD Promo shall not have suffered any Material Effect.

         (f)      No material  information or data provided or made available to
                  Tiberon by or on behalf of CD Promo shall be  incorrect in any
                  material respect.

         (g)      No investigation and no suit, action, or proceeding before any
                  court or any  governmental  or regulatory  authority  shall be
                  pending or threatened by any state or federal  governmental or
                  regulatory   authority,   against  CD  Promo  or  any  of  its
                  affiliates,  associates,  officers,  or  directors  seeking to
                  restrain,  prevent,  or change  in any  material  respect  the
                  transactions   contemplated   hereby  or  seeking  damages  in
                  connection  with such  transactions  that are  material  to CD
                  Promo.

         (h)      Counsel  to CD Promo  and/or the CD Promo  Shareholders  shall
                  have  delivered  to Tiberon on and as of the  Closing  Date an
                  opinion to Tiberon  substantially  as to the matters set forth
                  in SECTIONS 3.1, 3.2, 3.3, 3.4, 3.6. 3.7, AND 3.8, all subject
                  to customary  limitations  reasonably acceptable to counsel to
                  Tiberon.

         (i)      The  following  key  employees  ("KEY  EMPLOYEES")  shall have
                  entered into at least two-year employment  agreements on terms
                  satisfactory  to Tiberon:  to be provided  within  twenty (20)
                  days of executing this Agreement.  These EMPLOYMENT AGREEMENTS
                  shall contain  provisions as to a year-end  performance  bonus
                  based on  standards  to be  established  by the  directors  of
                  Tiberon,  incentive stock options with minimum guarantees, the
                  repurchase  of Tiberon  shares of Common Stock in the event of
                  termination  of  employment,  and  customary  non-compete  and
                  proprietary information provisions.

         (j)      Each  officer  and Key  Employee  shall  have  entered  into a
                  proprietary  information  and  non-compete  agreement on terms
                  satisfactory to Tiberon.


                       Share Exchange Agreement - Page 21

<PAGE>



         (k)      The  CD  Promo   Shareholders   shall  have  provided  audited
                  financial statements of CD Promo covering the latest completed
                  periods in a form suitable for filing with the SEC.

         (i)      Tiberon's full and complete  satisfaction  of its  feasibility
                  review as provided under SECTION 5.1 hereof.

6.2      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE CD PROMO SHAREHOLDERS TO
         COMPLETE THE CLOSING.  The obligations of the CD Promo  Shareholders to
         enter into and complete the Closing are subject to the  fulfillment  on
         or prior to the Closing Date, of the following  conditions,  any one or
         more of which may be waived by the CD Promo Shareholders:

         (a)      (i)  All of the  terms,  covenants,  and  conditions  of  this
                  Agreement  to be complied  with or  performed by Tiberon at or
                  before  the  Closing  shall have been duly  complied  with and
                  performed in all material respects,  (ii) the  representations
                  and  warranties of Tiberon set for in Article IV shall be true
                  in all  material  respects on and as of the Closing  Date with
                  the same  force  and  effect  as if such  representations  and
                  warranties  had been made on and as of the Closing,  and (iii)
                  the CD Promo Shareholders shall have received a certificate to
                  such effect from Tiberon.

         (b)      All consents, waivers, approvals, licenses, authorizations of,
                  or filings or declarations  with third parties or Governmental
                  or  Regulatory  Bodies  required  to be obtained by Tiberon in
                  order  to  permit  the   transactions   contemplated  by  this
                  Agreement to be consummated in accordance  with agreements and
                  court orders applicable to Tiberon and applicable governmental
                  laws,  rules,  regulations  and  agreements  shall  have  been
                  obtained and any waiting period  thereunder shall have expired
                  or been terminated,  and the CD Promo  Shareholders shall have
                  received a certificate from Tiberon to such effect.

         (c)      All  actions,  proceedings,   instruments,  and  documents  in
                  connection   with  the   consummation   of  the   transactions
                  contemplated  by this  Agreement,  including  the forms of all
                  documents,   legal  matters,   opinions,   and  procedures  in
                  connection  therewith,  shall have been  approved  in form and
                  substance  by  counsel  for the CD Promo  Shareholders,  which
                  approval shall not be unreasonably withheld.

         (d)      Tiberon shall have  furnished  such  certificates  to evidence
                  compliance  with the conditions set forth in this Article,  as
                  may be reasonably  requested by the CD Promo  Shareholders  or
                  their counsel.

         (e)      Tiberon shall not have suffered any Material Effect.

         (f)      No material  information or data provided or made available to
                  the CD Promo  Shareholders by or on behalf of Tiberon shall be
                  incorrect in any material respect.


                       Share Exchange Agreement - Page 22

<PAGE>



         (g)      No investigation and no suit, action, or proceeding before any
                  court or any  governmental  or regulatory  authority  shall be
                  pending or threatened by any state or federal  governmental or
                  regulatory   authority,   against   Tiberon   or  any  of  its
                  affiliates,  associates,  officers,  or  directors  seeking to
                  restrain,  prevent,  or change  in any  material  respect  the
                  transactions   contemplated   hereby  or  seeking  damages  in
                  connection  with  such   transactions  that  are  material  to
                  Tiberon.

         (h)      Counsel  to  Tiberon  shall  have  delivered  to the CD  Promo
                  Shareholders  on and as of the Closing  Date an opinion to the
                  CD Promo  Shareholders  substantially  as to the  matters  set
                  forth in SECTIONS 4.1, 4.2, 4.3, 4.4, 4.5,  4.6., AND 4.7, all
                  subject to  customary  limitations  reasonably  acceptable  to
                  counsel to the CD Promo Shareholders.

         (i)      Tiberon  and CD Promo  shall  mutually  agree for  Tiberon  to
                  reserve   either  one  of  the   following   corporate   names
                  "DePromo.com", "iPromo.com", or "CDPromo.com".

         (j)      Tiberon shall have filed Articles of Amendment to its Articles
                  of  Incorporation  with the Secretary of State of the State of
                  Nevada to establish the name change.

                                   ARTICLE VII
                             POST-CLOSING COVENANTS

The parties covenant to take the following actions after the Closing Date:

7.1      FURTHER INFORMATION.  Following the Closing,  each party will afford to
         the  other  party,  its  counsel  and its  accountants,  during  normal
         business hours,  reasonable access to the books, records and other data
         of CD Promo or Tiberon, as the case may be, relating to the business of
         CD Promo or Tiberon in their  possession  with respect to periods prior
         to the Closing and the right to make copies and extracts therefrom,  to
         the  extent  that  such  access  may  be  reasonably  required  by  the
         requesting  party (a) to facilitate the  investigation,  litigation and
         final  disposition  of any  claims  which  may have been or may be made
         against any party or its  affiliates  and (b) for any other  reasonable
         business purpose.

7.2      RECORD RETENTION.  Each party agrees that for a period of not less than
         five years  following the Closing Date, such party shall not destroy or
         otherwise  dispose  of any of the  Books  and  Records  of CD  Promo or
         Tiberon  relating to the  business of CD Promo or Tiberon in his or its
         possession  with  respect to periods  prior to the Closing  Date.  Each
         party  shall  have the right to  destroy  all or part of such Books and
         Records  after  the fifth  anniversary  of the  Closing  Date or, at an
         earlier  time by giving each other party  hereto 30 days prior  written
         notice of such intended  disposition  and by offering to deliver to the
         other  party or  parties,  at the other  party's or  parties'  expense,
         custody of such Books and Records as such party may intend to destroy.


                       Share Exchange Agreement - Page 23

<PAGE>



7.3      POST-CLOSING ASSISTANCE. The CD Promo Shareholders on the one hand, and
         Tiberon,  on  the  other  hand,  will  provide  each  other  with  such
         assistance  as may  reasonably  be  requested  in  connection  with the
         preparation  of any Tax Return,  any audit or other  examination by any
         taxing  authority,  or  any  judicial  or  administrative   proceedings
         relating to liability  for Taxes,  and each will retain and provide the
         requesting party with any records or information that may be reasonably
         relevant  to  such  return,   audit  or  examination,   proceedings  or
         determination.  The party  requesting  assistance  shall  reimburse the
         other party for reasonable out-of-pocket expenses incurred in providing
         such assistance.  Any information obtained pursuant to this SECTION 7.3
         or pursuant to any other  Section  hereof  providing for the sharing of
         information or the review of any Tax Return or other schedule  relating
         to Taxes shall be kept confidential by the parties hereto.

7.4      SEC REPORTING.  With a view to making available the benefits of certain
         rules and  regulations of the SEC which may at any time permit the sale
         of  the  Tiberon   shares  of  Common  Stock  to  the  public   without
         registration, from and after the Closing, the new management of Tiberon
         will:

         (a)      make and keep public information available, as those terms are
                  understood  and defined in Rule  144 under the Securities Act,
                  at all times; and

         (b)      file with  the SEC in a  timely manner  all reports and  other
                  documents required of Tiberon  and of them under  the Exchange
                  Act.

                                  ARTICLE VIII
                            SURVIVAL; INDEMNIFICATION

8.1      SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Notwithstanding
         any  investigation  conducted or notice or knowledge  obtained by or on
         behalf of any party  hereto,  each  agreement in this  Agreement  shall
         survive the Closing without limitation as to time until fully performed
         and  each  representation  and  warranty  in this  Agreement  or in the
         Exhibits,   Schedules  or  certificates   delivered  pursuant  to  this
         Agreement  shall  survive the Closing for a period of two years  (other
         than the representations and warranties  contained in SECTION 3.5 which
         shall survive the Closing without limitation as to time, and other than
         the  representations  and warranties  contained in SECTION 3.14,  which
         shall  survive the Closing  until the earlier of (i) three and one-half
         years from the Closing Date and (ii) three years  following the date on
         which Tax files the Tax Return  relating  to the  taxable  period  from
         December  31, 1999 through the Closing  Date).  Notice must be given to
         the  party  from  whom  indemnification  is  sought  of any  claim  for
         indemnification  under  Article  VII  prior to the  termination  of the
         relevant survival period.

8.2      INDEMNIFICATION  BY THE CD  PROMO  SHAREHOLDERS.  From  and  after  the
         Closing Date, the CD Promo Shareholders agree jointly and severally, to
         indemnify, hold harmless, protect and defend Tiberon and its affiliates
         (and their respective directors, officers, agents and

                       Share Exchange Agreement - Page 24

<PAGE>



         employees, successors and assigns) in accordance with the provisions of
         this Article 7 from and against:

         (a)      any and all damages  incurred  by any of them  arising out of,
                  relating to or based upon or in connection with any inaccuracy
                  in, or breach of, any of the  representations  or  warranties,
                  covenants or agreements of any of the CD Promo Shareholders or
                  CD Promo contained in or incorporated into this Agreement,  in
                  the Schedules hereto or in certificates  delivered pursuant to
                  this Agreement;

         (b)      any and all Taxes  (other  than to the  extent  such Taxes are
                  reflected  in the CD Promo  balance  sheet  included in the CD
                  Promo Financial  Statements) imposed on CD Promo in respect of
                  its income,  business,  property or operations or for which CD
                  Promo may  otherwise be liable for any period ending or deemed
                  to end  prior  to or on the  date  of the CD  Promo  Financial
                  Statements;

         (c)      any  cost  incurred  by  CD  Promo  in  connection  with  this
                  Agreement and the transactions contemplated hereby.

         The  right of the  parties  to be  indemnified  hereunder  shall not be
         limited  or  affected  by any  investigation  conducted  or  notice  or
         knowledge obtained by or on behalf of any such persons.

8.3      TIBERON'S INDEMNITY.  Tiberon shall indemnify the CD Promo Shareholders
         and hold the CD Promo  Shareholders  harmless against and in respect of
         any and all damages, losses, claims, penalties,  liabilities, costs and
         expenses   (including,   without  limitation,   all  fines,   interest,
         reasonable  legal fees and expenses  and amounts  paid in  settlement),
         that arise from or relate or are  attributable  to (and without  giving
         effect  to  any  tax  benefit  to  the   indemnified   party)  (a)  any
         misrepresentation  by Tiberon or breach of any  warranty  by Tiberon in
         this  Agreement  and (b) any breach of any covenant or agreement on the
         part of Tiberon in this Agreement.

8.4      METHOD OF ASSERTING CLAIMS. The party making a claim under this Article
         VIII is referred to as the  "Indemnified  Party" and the party  against
         whom such claims are asserted under this Article VIII is referred to as
         the  "Indemnifying  Party".  All claims by any Indemnified  Party under
         this Article VIII shall be asserted and resolved as follows:

         (a)      Whenever an  Indemnified  Party  becomes  aware of a claim for
                  which an Indemnifying  Party would be liable to an Indemnified
                  Party hereunder,  the Indemnified  Party shall with reasonable
                  promptness  notify in writing the  Indemnifying  Party of such
                  claim,  identifying  the  representation  or warranty on which
                  such claim is based,  the basis for such claim or demand,  and
                  the amount or the estimated  amount thereof to the extent then
                  determinable  (which  estimate  shall not be conclusive of the
                  final  amount of such claim and demand;  the "Claim  Notice");
                  PROVIDED,  that any failure to give a Claim Notice will not be
                  deemed a waiver of any

                       Share Exchange Agreement - Page 25

<PAGE>



                  rights  of the  Indemnified  Party  except to the  extent  the
                  rights of the  Indemnifying  Party are actually  prejudiced by
                  such failure.  If the basis of such claim is a claim or demand
                  by a third party, the Indemnifying  Party, upon request of the
                  Indemnified   Party,   shall  retain  counsel  (who  shall  be
                  reasonably  acceptable to the Indemnified  Party) to represent
                  the  Indemnified  Party and shall pay the reasonable  fees and
                  disbursements  of such counsel with regard thereto;  PROVIDED,
                  that any Indemnified  Party is hereby  authorized prior to the
                  date on which it receives written notice from the Indemnifying
                  Party designating such counsel, to retain counsel,  whose fees
                  and  expenses  shall  be at the  expense  of the  Indemnifying
                  Party,  to file any motion,  answer or other pleading and take
                  such other action which it reasonably  shall deem necessary to
                  protect its interests or those of the Indemnifying Party until
                  the date on which the  Indemnified  Party receives such notice
                  from the  Indemnifying  Party.  After the  Indemnifying  Patty
                  shall retain such counsel,  the  Indemnified  Party shall have
                  the right to retain its own counsel, but the fees and expenses
                  of such  counsel  shall be at the expense of such  Indemnified
                  Party unless (x) the  Indemnifying  Party and the  Indemnified
                  Party  shall have  mutually  agreed to the  retention  of such
                  counsel  or (y)  representation  of both  parties  by the same
                  counsel  would be  inappropriate  due to actual  or  potential
                  differing interests between them. The Indemnifying Party shall
                  not, in connection with any proceedings or related proceedings
                  in the same jurisdiction,  be liable for the fees and expenses
                  of more than one such firm for the  Indemnified  Party (except
                  to the  extent  the  Indemnified  Party  retained  counsel  to
                  protect its (or the Indemnifying  Party's) rights prior to the
                  selection of counsel by the Indemnifying  Party). If requested
                  by the  Indemnifying  Party,  the Indemnified  Party agrees to
                  cooperate  with the  Indemnifying  Party  and its  counsel  in
                  contesting  any claim or demand which the  Indemnifying  Party
                  defends.  A claim or demand may not be settled by either party
                  without the prior  written  consent of the other party  (which
                  consent will not be unreasonably  withheld) unless, as part of
                  such  settlement,  the Indemnified  Party shall receive a full
                  and  unconditional  release  reasonably  satisfactory  to  the
                  Indemnifying Party.

         (b)      Whenever any Indemnified  Party shall have a claim against any
                  Indemnifying Party hereunder which does not involve a claim or
                  demand being  asserted  against or sought to be collected from
                  it by a third party, the Indemnified  Party shall send a Claim
                  Notice with respect to such claim to the Indemnifying Party.

         (c)      After  delivery  of a Claim  Notice,  so long as any  right to
                  indemnification  exists  pursuant to this  Article  VIII,  the
                  affected  parties  each agree to retain all Books and  Records
                  related  to  such  Claim  Notice.   In  each   instance,   the
                  Indemnified  Party  shall  have  the  right  to be kept  fully
                  informed by the Indemnifying  Party and its legal counsel with
                  respect to any legal proceedings. Any information or documents
                  made  available  to any  party  hereunder  and  designated  as
                  confidential  by  the  party  providing  such  information  or
                  documents  and which is not otherwise  generally  available to
                  the public and not already  within the  knowledge of the party
                  to whom the information is provided (unless  otherwise covered
                  by the confidentiality

                       Share Exchange Agreement - Page 26

<PAGE>



                  provisions of any other agreement among the parties hereto, or
                  any of them), and except as may be required by applicable law,
                  shall not be  disclosed  to any third  person  (except for the
                  representatives   of  the  party  being   provided   with  the
                  information,  in which event the party being provided with the
                  information shall request its  representatives not to disclose
                  any such information which it otherwise  required hereunder to
                  be kept confidential).

8.5      GENERAL PROVISIONS. The following general provisions shall apply to any
         claim for indemnification under this Article VIII:

         (a)      The amount of any claim  subject to  indemnification  shall be
                  determined  after taking into account the present value of any
                  tax  benefits  (net  of  tax   detriments)   accruing  to  the
                  Indemnified Party or any affiliate as a result of such claim.

         (b)      Except as  otherwise  set forth in this Section  8.5(b),  with
                  respect  to any  breach,  violation  or  nonfulfillment  of or
                  default in the performance of any representation,  warranty or
                  covenant  of  this  Agreement  for  which  a  right  to  claim
                  indemnification  is provided in this Article  VIII,  after the
                  Closing a claim or an action  under and pursuant to the terms,
                  conditions  and  limitations of this Article VIII shall be the
                  sole and  exclusive  right and  remedy of  Tiberon  and the CD
                  Promo  Shareholders  and  neither  Tiberon  nor  any CD  Promo
                  Shareholder  shall  have any  other  claim,  cause of  action,
                  right, or remedy for such breach,  violation,  non-fulfillment
                  or default  against the other based upon this  Agreement,  any
                  provision of any federal or state securities or other statute,
                  law,  rule or  regulation  or based  upon any  other  cause of
                  action arising at law or in equity;  PROVIDED, that if for any
                  reason a court of competent -------- jurisdiction shall refuse
                  to enforce this provision,  and shall permit Tiberon or the CD
                  Promo  Shareholders to assert any action based other than upon
                  the right to claim indemnification as provided in this Article
                  VIII,  Tiberon  and the CD Promo  Shareholders  agree that the
                  amount of such other  claim shall be subject to and limited by
                  the  provisions of this Article VIII.  The  provisions of this
                  Section  8.5(b)  shall not  preclude  the  prosecution  of any
                  action or  proceeding  based on fraud that, if found to exist,
                  would be  sufficient  to give rise to the right of  rescission
                  with  respect  to  the   transactions   contemplated  by  this
                  Agreement.

                                   ARTICLE IX
                            TERMINATION OF AGREEMENT

9.1      TERMINATION. This Agreement  may be terminated at any time prior to the
         Closing as follows:

         (a)      by  mutual  written  consent  of  Tiberon  and  the  CD  Promo
                  Shareholders;

         (b)      by  Tiberon  on the  one  hand,  or by  all  of  the CD  Promo
                  Shareholders,  on the other  hand,  by  written  notice to the
                  other party hereto, if the Closing shall not have

                       Share Exchange Agreement - Page 27

<PAGE>



                  occurred  on the date as  established pursuant  to SECTION 2.1
                  hereof (unless such event has been caused by a  breach of this
                  Agreement by the party seeking such termination);

         (c)      by  Tiberon  or by  all  of the  CD  Promo  Shareholders  if a
                  Governmental or Regulatory  Body has  permanently  enjoined or
                  prohibited  consummation  of the Share Exchange and such court
                  or government action is final and nonappealable;

         (d)      by Tiberon if the CD Promo  Shareholders have failed to comply
                  in  any  material   respect  with  any  of  its  covenants  or
                  agreements  under  this  Agreement  that  are  required  to be
                  complied with prior to the date of such termination;

         (e)      by Tiberon  for any reason  whatsoever  as provided by SECTION
                  5.1 hereof; or

         (f)      by the CD Promo  Shareholders  if Tiberon has failed to comply
                  in  any  material   respect  with  any  of  its  covenants  or
                  agreements  under  this  Agreement  that  are  required  to be
                  complied with prior to the date of such termination.

         Should  the CD Promo  Shareholders  terminate  this  Agreement  for any
         reason other than a default by Tiberon as  described in SECTION  9.1(F)
         hereof, the CD Promo Shareholders shall be jointly and severally liable
         for all  damages  caused  by the  failure  to  close  and not  just the
         expenses listed in SECTION 10.1 hereof.  Should Tiberon  terminate this
         Agreement  for  any  reason  other  than a  default  by  the  CD  Promo
         Shareholders  as described in SECTION 9.1(D)  hereof,  or as allowed by
         SECTION 5.1 hereof, then Tiberon shall be liable for all damages caused
         by the  failure  to close and not just the  expenses  listed in SECTION
         10.1. hereof.

9.2      SURVIVAL AFTER TERMINATION. If this Agreement is terminated pursuant to
         SECTION  9.1, (a) this  Agreement  shall become null and void and of no
         further  force and  effect,  except for the  provisions  of SECTION 5.1
         relating to the obligation to keep confidential certain information and
         (b) there shall be no  liability  on the part of CD Promo or Tiberon or
         their respective affiliates.

                                    ARTICLE X
                                  MISCELLANEOUS

10.1     EXPENSES.  Tiberon  shall be solely  responsible  for its own legal and
         accounting fees in connection  with the Share Exchange.  CD Promo shall
         be  responsible  for legal and  accounting  fees and other  expenses in
         connection with the Share Exchange as it relates to CD Promo.

10.2     FURTHER ASSURANCES. At any time and from time to time after the Closing
         Date at the request of Tiberon, and without further consideration,  the
         CD Promo  Shareholders  will execute and deliver such other instruments
         of sale,  transfer,  conveyance,  assignment and  confirmation and take
         such other action as Tiberon may reasonably deem necessary or

                       Share Exchange Agreement - Page 28

<PAGE>



         desirable in order to transfer, convey and assign the Shares to Tiberon
         and to assist  Tiberon in exercising  all rights with respect  thereto.
         The  parties  shall use their  best  efforts  to  fulfill or obtain the
         fulfillment  of the  conditions  to  the  Closing,  including,  without
         limitation, the execution and delivery of any document or other papers,
         the  execution  and delivery of which are  conditions  precedent to the
         Closing.

10.3     NOTICES.  All  notices,  requests,  demands  and  other  communications
         required or  permitted  to be given  hereunder  shall be in writing and
         shall be given  personally,  sent by facsimile  transmission or sent by
         prepaid air courier or certified or express mail, postage prepaid.  Any
         such notice  shall be deemed to have been given (a) when  received,  if
         delivered in person,  sent by facsimile  transmission  and confirmed in
         writing  within three (3) business  days  thereafter or sent by prepaid
         air  courier  or (b) three (3)  business  days  following  the  mailing
         thereof,  if mailed by  certified  first class mail,  postage  prepaid,
         return receipt requested, in any such case as follows (or to such other
         address  or  addresses  as a party  may have  advised  the other in the
         manner provided in this SECTION 10.3):

                    If to the CD Promo Shareholders:

                           CD Promo, Ltd.
                           P.O. Box 70
                           Swanland Hall, Swanland
                           HU14 3XU
                           Fax # 011 44 148 232 6085
                           Attention: Messrs. Darren Everitt and Heimer Karlsson

                    with a copy to:

                           CD Promo, Ltd.
                           P.O. Box 70
                           Swanland Hall, Swanland
                           HU14 3XU
                           Fax # 011 44 148 232 6085
                           Attention: Kellie Noble, Esq.

                    If to Tiberon:

                           Tiberon Resources Ltd.
                           11930 Menual Boulevard, N.E., Suite 107
                           Albuquerque, New Mexico 87112
                           USA
                           Attention:    Reg Handford, President


                       Share Exchange Agreement - Page 29

<PAGE>



                  with a copy to:

                           Dill Dill Carr Stonbraker & Hutchings, P.C.
                           455 Sherman Street, Suite 300
                           Denver, Colorado 80203
                           USA
                           Attention: Adam P. Stapen, Esq.

10.4     ARBITRATION.  Any  dispute,  controversy,  or  claim  arising  out  of,
         relating to, or in connection with, this Agreement or the agreements or
         transactions contemplated by this Agreement shall be finally settled by
         binding  arbitration.  The  arbitration  shall  be  conducted  and  the
         arbitrator   chosen  in  accordance  with  the  rule  of  the  American
         Arbitration  Association  in  effect  at the  time of the  arbitration,
         except as they may be modified herein or by mutual agreement of Tiberon
         and the CD Promo Shareholders. In connection with any such arbitration,
         each party shall be afforded the  opportunity  to conduct  discovery in
         accordance with the Federal Rules of Civil Procedure.

         (a)      The seat of the arbitration shall be in Denver,  Colorado, and
                  will follow the format known as "Baseball  Arbitration".  Each
                  of the CD Promo  Shareholders  and Tiberon hereby  irrevocably
                  submits  to the  jurisdiction  of the  arbitrator  in  Denver,
                  Colorado,  and waives any defense in an arbitration based upon
                  any claim that such  party is not  subject  personally  to the
                  jurisdiction  of such  arbitrator,  that such  arbitration  is
                  brought  in an  inconvenient  format,  or that  such  venue is
                  improper.

         (b)      The arbitral  award shall be in writing and shall be final and
                  binding on each of the  parties to this  Agreement.  The award
                  may include an award of costs, including reasonable attorneys'
                  fees and disbursements. Judgment upon the award may be entered
                  by  any   court   having   jurisdiction   thereof   or  having
                  jurisdiction over the parties or their assets.  Each of the CD
                  Promo Shareholders and Tiberon acknowledges and agrees that by
                  agreeing to these  arbitration  provisions each of the parties
                  hereto is waiving any right that such party may have to a jury
                  trial with respect to the resolution of any dispute under this
                  Agreement  or  the  agreements  or  transactions  contemplated
                  hereby.

10.5     PUBLICITY.   No  publicity  release  or  announcement  concerning  this
         Agreement or the transactions contemplated hereby shall be made without
         advance  approval  thereof  by  Tiberon  and the CD Promo  Shareholders
         except as may be required by applicable law.

10.6     ENTIRE AGREEMENT. This Agreement (including the Exhibits and Schedules)
         and the agreements, certificates and other documents delivered pursuant
         to this Agreement  contain the entire  agreement among the parties with
         respect to the transactions  described herein,  and supersede all prior
         agreements, written or oral, with respect thereto.

10.7     WAIVERS AND  AMENDMENTS.  This  Agreement  may be amended,  superseded,
         canceled, renewed or extended, and the terms hereof may be waived, only
         by a written instrument

                       Share Exchange Agreement - Page 30

<PAGE>



         signed by the parties or, in the case of a waiver, by the party waiving
         compliance.  No delay on the part of any party in exercising any right,
         power or privilege hereunder shall operate as a waiver thereof

10.8     GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
         accordance  with the laws of the  State of  Nevada  without  regard  to
         principles of conflicts of law.

10.9     BINDING EFFECT, NO ASSIGNMENT. This Agreement shall be binding upon and
         inure to the benefit of the parties and their respective successors and
         permitted assigns. This Agreement is not assignable by any party hereto
         without the prior written consent of the other parties hereto except by
         operation  of law and any  other purported assignment shall be null and
         void.

10.10    COUNTERPARTS.  This  Agreement may be executed by the parties hereto in
         separate  counterparts,  each of which when so executed  and  delivered
         shall  be  an  original,  but  all  such  counterparts  shall  together
         constitute one and the same instrument. Each counterpart may consist of
         a number of copies  hereof each signed by less than all,  but  together
         signed by all of the parties hereto.

10.11    EXHIBITS AND  SCHEDULES.  The Exhibits and Schedules are a part of this
         Agreement  as if fully  set  forth  herein.  All  references  herein to
         Sections, subsections,  clauses, Exhibits and Schedules shall be deemed
         references  to such parts of this  Agreement,  unless the context shall
         otherwise require.

10.12    EFFECT OF DISCLOSURE ON SCHEDULES.  Any item  disclosed on any Schedule
         to this  Agreement  shall only be deemed to be disclosed in  connection
         with  (a) the  specific  representation  and  warranty  to  which  such
         Schedule is expressly referenced,  (b) any specific  representation and
         warranty  which  expressly  cross-references  such Schedule and (c) any
         specific  representation  and  warranty to which any other  Schedule to
         this Agreement is expressly referenced if such other Schedule expressly
         cross-references such Schedule.

10.13    HEADINGS.  The headings in this  Agreement are for reference  only, and
         shall not affect the interpretation of this Agreement.

10.14    SEVERABILITY  OF  PROVISIONS.  If any  provision  or any portion of any
         provision of this Agreement or the application of such provision or any
         portion thereof to any person or circumstance, shall be held invalid or
         unenforceable,   the  remaining  portion  of  such  provision  and  the
         remaining  provisions of this  Agreement,  or the  application  of such
         provision  or  portion  of  such   provision  as  is  held  invalid  or
         unenforceable to persons or circumstances  other than those as to which
         it is held invalid or unenforceable, shall not be affected thereby.





                       Share Exchange Agreement - Page 31

<PAGE>


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


                                    TIBERON RESOURCES LTD.


                                    By:
                                       -----------------------------------
                                    Name: Reg Handford
                                    Title: President


                                    CD PROMO, LTD. SHAREHOLDERS:


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


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


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


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


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


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







                       Share Exchange Agreement - Page 32

<PAGE>


                                   SCHEDULE A
                                       TO
                            SHARE EXCHANGE AGREEMENT
                                  by and among
                             TIBERON RESOURCES LTD.
                                      and
                                 CD PROMO, LTD.



The following individuals are the only shareholders  of CD Promo, Ltd., and they
have signed the Share Exchange Agreement as referenced above.

                                               NUMBER OF
             NAME:                             SHARES OWNED:

             Darren Everitt                    30 shares

             Karl Heimer Karlsson              30 shares

             David Beasely                     10 shares

             John Stephens                     10 shares

             Arnar Gunnlaugsson                20 shares

             Domain Decision Ltd.              10 shares


             TOTAL:

             Six (6) Shareholders              110 shares issued and outstanding
             ====================              =================================


<PAGE>








                                   Exhibit 27


                             Financial Data Schedule