LEGAL BROADCAST CORPORATION

                               SELL-BACK AGREEMENT


         The parties to this agreement are THAON COMMUNICATIONS, INC. ("THAON"),
a Nevada corporation,  trading on the OTCBB as THAO, and the former shareholders
of Legal Broadcast  Corporation,  Inc., a Nevada  corporation  ("LBC"),  who are
listed on Exhibit "A" to this  Agreement,  identified  in this  agreement as the
"LBC Shareholders".

Recitals:

         Whereas,  LBC was  originally  acquired  by THAON in a  tax-free  stock
exchange of 2,000,000  shares of LBC common stock for 1,000,000  shares of THAON
convertible  preferred  series D stock,  having a par  value of $1.00  per share
("Series D Preferred"); and

         Whereas,  for valid business reasons,  THAON desires to sell a majority
of its interest in LBC and the various holders of the Series D Preferred  desire
to acquire that interest in LBC,

The parties to this agreement,  in consideration of the terms and conditions set
forth below, agree:

1.0      SELL-BACK CONSIDERATION

         1.1 THAON  currently owns  2,000,000  shares of common stock in LBC, of
which it will sell a total of 1,700,000 to the LBC Shareholders, pari passu with
their  holdings  of Series D  Preferred  in THAON.  THAON will retain a total of
300,000  shares of LBC  common  stock and  therefore  become a 15% holder of LBC
equity immediately after closing of this transaction.

         1.2  The LBC  Shareholders  will,  proportionate  to  their  respective
holdings,  tender,  in the aggregate,  900,000 THAON Series D Preferred to THAON
for  cancellation  in exchange for the 1,700,000 LBC common to be transferred to
them.  This will  result in the LBC  Shareholders  retaining  a total of 100,000
shares of Series D Preferred.

2.0      COORDINATION AND TIMING

         2.1 This transaction must be approved by a majority-in-interest  of the
THAON  shareholders and by the THAON Board of Directors.  The Board of Directors
has previously  approved the terms and conditions of this agreement,  subject to
shareholder  approval and/or  ratification of this Agreement,  but a shareholder
vote must be  secured.  That vote may be  obtained  by a  written  consent  of a
majority of the existing shareholders entitled to vote, which will necessitate a
Schedule 14C filing with the Securities and Exchange  Commission,  or by a proxy
vote of a majority of the  shareholders,  which would require a proxy  statement
with the associated filings on Schedule 14A.

         2.2 If the  shareholder  approval is to be  obtained  by  consent,  the
parties  anticipate that the transaction will require  approximately 30 days for

<PAGE>

final approval. If the shareholder approval is to be obtained by solicitation of
proxies,  the parties anticipate that final approval will require  approximately
60 days.

         2.3 Until such time as shareholder  approval is finalized,  LBC will be
operated  by its  existing  board  of  directors  and  management  as  currently
constituted.  If a  majority-in-interest  of the existing  shareholders of THAON
execute a consent to the  transaction,  then the LBC  Shareholders  will  tender
their  Series D Preferred  for  exchange  and  cancellation  and they may assume
control of LBC and  operate  LBC as if they were the  majority  owners  thereof,
making  changes  to the  board  of  directors  and to  management  as they  deem
suitable,  even though this occurs prior to final approval  obtained through the
Schedule 14C filing process.

         2.4 This  exchange  need  only be  approved  by an  aggregate  total of
501,000 shares of Series D Preferred as currently held by the LBC  Shareholders,
and  subsequent  tender of at least that  minimum  number of Series D  Preferred
according  to the terms of this  Agreement.  Any tender of less than the 900,000
Series D Preferred shares contemplated will result in a proportionate  reduction
in the 1,700,000 shares of LBC that are given in exchange.

3.0      ADDITIONAL EXCHANGE COMPENSATION

         3.1 As additional compensation to THAON and its shareholders,  LBC may,
at LBC's election, determine that THAON should distribute the 300,000 LBC shares
it then holds to THAON's shareholders in the form of a dividend.  Subject to the
following  conditions,  LBC may choose to issue to THAON, for distribution along
with the dividend, warrants to purchase additional common stock of LBC.

                  3.1.1    LBC will pay all costs of the dividend  distribution,
                           to include  the charges  imposed by THAON's  transfer
                           agent,  any filings with the  Securities and Exchange
                           Commission  enabling this  transaction  (such as S-1,
                           SB-2,  Form 10SB or other  registration  statements),
                           and attorneys and  accountants'  fees associated with
                           these filings.

                  3.1.2    THAON  must,  in its own  Board  of  Directors'
                           discretion,  meet the dividend financial solvency
                           requirements of Nevada state law, determining that
                           THAON is able to pay its debts as they  become  due
                           in the  usual  course of  business or that, following
                           the  distribution,  THAON's total assets are more
                           than its total  liabilities  plus any  amount  that
                           would be needed if  THAON were to be  dissolved  at
                           the time of the  distribution  to  satisfy and
                           preferential rights of THAON  shareholders.  Once the
                           solvency  test is met,  and upon  payment of costs by
                           LBC,  THAON will  distribute  the LBC shares in
                           accordance  with an effective registration statement
                           by LBC on Form S-1 or, if not eligible for Form S-1,
                           on Form SB-2 or Form 10.
         3.2 The dividend to the  then-existing  THAON  shareholder base will be
distributed  pro rata to all common  shareholders of THAON as of the ex-dividend
date to be set in the future. Fractional share issuances will be rounded up to 1
full share.  This rounding  requirement  may call for the issuance of additional
LBC stock, by LBC, which it will issue in conformity with this condition.


4.0      MISCELLANEOUS


         4.1      SUBSEQUENT  EVENTS.  THAON and the LBC Shareholders each agree
                  to notify the other party, if,  subsequent to the date of this
                  Agreement,   either  party  incurs   obligations  which  could
                  compromise their efforts and obligations under this Agreement.

         4.2      AMENDMENT.  This  Agreement  may be amended  or  modified  at
                  any time and in any manner  only by an instrument in writing
                  executed by the parties hereto.

         4.3      FURTHER ACTIONS AND  ASSURANCES.  At any time and from time to
                  time,  each party  agrees to take  actions  and to execute and
                  deliver documents as may be reasonably necessary to effectuate
                  the purposes of this Agreement.

         4.4      WAIVER.  Any failure of any party to this  Agreement to comply
                  with  any  of  its  obligations,   agreements,  or  conditions
                  hereunder  may be waived in  writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall  in no way  be  construed  to be a  waiver  of any  such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or non-compliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or non-compliance.

         4.5      ASSIGNMENT. Neither this Agreement nor any right created by it
                  shall be assignable by the LBC Shareholders  without the prior
                  written  consent  of THAON  until  after  transfer  of the LBC
                  shares to that particular shareholder.

         4.6      NOTICES.  Any  notice  or  other  communication   required  or
                  permitted  by this  Agreement  must be in writing and shall be
                  deemed to be  properly  given when  delivered  in person to an
                  officer  of the other  party,  when  deposited  in the  United
                  States mails for transmittal by certified or registered  mail,
                  postage  prepaid,  or when deposited  with a public  telegraph
                  company   for   transmittal,   or  when   sent  by   facsimile
                  transmission,  charges prepaid,  provided the communication is
                  addressed:

                  In the case of The LBC Shareholders

                           Dieterich & Associates
                           11300 West Olympic Boulevard, Suite 800
                           Los Angeles, California 90064
                           Fax: (310) 312-6680

<PAGE>




                           In the case of THAON:





                  or to such  other  person  or  address  designated  by The LBC
                  Shareholders or THAON to receive notice.

         4.7      HEADINGS.   The  section  and  subsection   headings  in  this
                  agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Agreement.

         4.8      COUNTERPARTS. This Agreement may be executed simultaneously in
                  two or more  counterparts,  each of which  shall be  deemed an
                  original,  but all of which together shall  constitute one and
                  the same instrument.

         4.9      GOVERNING  LAW.  This  Agreement was  negotiated  and is being
                  contracted  for in the State of Nevada,  and shall be governed
                  by the  laws  of the  State  of  Nevada,  notwithstanding  any
                  conflict-of-law  provision to the contrary.  Should any aspect
                  of this agreement be subject to litigation or arbitration, the
                  prevailing  party in such  dispute  will be  entitled  to,  in
                  addition  to all  other  damages,  an award of its  reasonable
                  attorneys and accountant's fees.

         4.10     BINDING  EFFECT.  This  Agreement  shall be  binding  upon the
                  parties hereto and inure to the benefit of the parties,  their
                  respective heirs, administrators,  executors,  successors, and
                  assigns.

         4.11     ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  between the parties  hereto and  supersedes  any and all prior
                  agreements,   arrangements,   or  understandings  between  the
                  parties  relating to the subject matter of this Agreement.  No
                  oral  understandings,  statements,  promises,  or  inducements
                  contrary   to  the   terms  of  this   Agreement   exist.   No
                  representations, warranties, covenants, or conditions, express
                  or implied,  other than as set forth herein, have been made by
                  any party.

         4.12     SEVERABILITY.  If any part of this  Agreement  is deemed to be
                  unenforceable  the balance of the  Agreement  shall  remain in
                  full force and effect.

         4.13     FACSIMILE  COUNTERPARTS.  A  facsimile,   telecopy,  or  other
                  reproduction  of this Agreement may be executed by one or more
                  parties  hereto and such  executed  copy may be  delivered  by
                  facsimile  or similar  instantaneous  electronic  transmission
<PAGE>

                  device pursuant to which the signature of or on behalf of such
                  party can be seen,  and such  execution and delivery  shall be
                  considered valid,  binding and effective for all purposes.  At
                  the request of any party hereto,  all parties agree to execute
                  an  original  of this  Agreement  as  well  as any  facsimile,
                  telecopy or other reproduction hereof.

         4.14     TIME IS OF THE ESSENCE.  Time is of the essence of this
                  Agreement  and of each and every  provision  hereof.

         4.15     REPRESENTATION.  Both parties  acknowledge that they have been
                  represented  by  counsel of their own  choosing  and that they
                  have  received  advice  and  guidance  from  their  respective
                  counsel. Based upon this representation, neither party will be
                  construed to have been the drafting party for this  Agreement,
                  and neither party will be adjudged  unrepresented for purposes
                  of interpreting ambiguities in the Agreement.

         4.16     FORCE  MAJEURE.  In the event either party hereto is unable to
                  fulfill  the  terms  and  conditions  hereof  as a  result  of
                  earthquake,  typhoon, flood, fire, war and other unpredictable
                  and unpreventable force majeure,  such party shall immediately
                  inform the other by cable and provide full details, supporting
                  certificates  or  request  for  postponement  or  for  partial
                  fulfillment  within fifteen days.  Such  supporting  documents
                  shall be duly issued by the notarial  authorities in the place
                  where the force majeure  takes place.  Both parties will study
                  and  decide  whether  the  contract  should be  terminated  or
                  whether  such  party  should be  partially  exempted  from the
                  responsibilities or whether fulfillment should be postponed.

         4.17     RESERVATION  OF RIGHTS.  The  failure of any party at any time
                  hereafter to require strict  performance by any other party of
                  any  of  the  warranties  representations,  covenants,  terms,
                  conditions  and provisions  specified in this agreement  shall
                  not waive,  affect or diminish any right of the party  failing
                  to require strict  performance to demand strict compliance and
                  performance   therewith   and  with   respect   to  any  other
                  provisions, warranties, terms and conditions specified in this
                  agreement,  and any waiver of any  default not waive or affect
                  any other default,  whether prior or subsequent  thereto,  and
                  whether  the  same  or  of  a  different  type.  None  of  the
                  representations, warranties, covenants, conditions, provisions
                  and terms  specified in this Agreement shall be deemed to have
                  been waived by any act or knowledge of any party, and any such
                  waiver shall be made only by an instrument in writing,  singed
                  by the waiving  party and directed to each  non-waiving  party
                  specifying  such  waiver.  Each party  reserves  such  party's
                  rights  to  insist  upon  strict  compliance  with the  terms,
                  conditions and provisions of this Agreement at all times.

         4.18     REMEDIES.  The parties to this Agreement acknowledge and agree
                  that breach of any of the  covenants of the  Agreement may not
                  be  compensable  by payment of money  damages and,  therefore,
                  that the covenants of the parties set forth in this  Agreement
                  may be  enforced  in  equity  by a decree  requiring  specific
                  performance.  Without  limiting the foregoing,  if any dispute
                  arises  concerning the sale or other disposition of any of the
<PAGE>

                  stock that is the subject of this Agreement, the parties agree
                  that an injunction may be issued restraining the sale or other
                  disposition of such stock or rescinding any such sale or other
                  disposition,  pending  resolution  of the  controversy.  These
                  remedies shall be cumulative and non-exclusive and shall be in
                  addition to any other rights and remedies the parties may have
                  under this Agreement.


         4.19     PRELIMINARY  FEES.  Legal fees incurred for the drafting,
                  circulation  and final  documentation  of this  Agreement will
                  be  paid  by LBC (or the  LBC  Shareholders  should  the
                  transaction  not be completed).

         Wherefore,  this  Agreement  is  executed  to be  effective  the 7th of
August, 2002.

THAON COMMUNICATIONS, INC.



By:/s/ Adam Anthony
     ----------------------------
      Adam Anthony, President


     -----------------------------
                           , Secretary

THE LBC SHAREHOLDERS



<PAGE>

/s/ Mitch Mondo
--------------------------------
The Cardomon Group (220,000 shares of Series D)

/s/ Doug Mondo
--------------------------------
Doug Mondo (310,000 shares of Series D)

/s/ Mitch Mondo
--------------------------------
Mitch Mondo (310,000 shares of Series D)

/s/ Deron Whitney
--------------------------------
Deron Whitney (90,000 s shares of Series D)




/s/ Rob Hickman
--------------------------------
Rob Hickman (10,000  shares of Series D)

/s/ Joel Heffron
--------------------------------
Joel Heffron (50,000  shares of Series D)

/s/ Glenn Mondo
-------------------------------
Glenn Mondo (10,000  shares of Series D)




<PAGE>



                                   EXHIBIT "A"

                 Shareholders of Series D Preferred Thaon Stock
<TABLE>
<S>                          <C>                          <C>                        <C>                          <C>

|------------------------------|----------------------------|---------------------------|----------------------------|
|         Shareholder          |  Shares of Series D Owned  |     Shares of LBC Common  |    Remaining Series D Owned|
|                              |      Prior to Exchange     |    Stock to be Issued in  |         after Exchange     |
|                              |                            |           Exchange        |                            |
|==============================|============================|===========================|============================|
|The Cardomon Group            |           220,000          |           374,000         |             22,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Doug Mondo                    |           310,000          |           527,000         |             31,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Mitch Mondo                   |           310,000          |           527,000         |             31,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Deron Whitney                 |           90,000           |           153,000         |              9,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Joel Heffron                  |           50,000           |            85,000         |              5,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Rob Hickman                   |           10,000           |            17,000         |              1,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Glenn Mondo                   |           10,000           |            17,000         |              1,000         |
|------------------------------|----------------------------|---------------------------|----------------------------|
|Totals                        |        1,000,000           |        1,700,000          |           100,000          |
|------------------------------|----------------------------|---------------------------|----------------------------|

</TABLE>