STOCK PURCHASE AGREEMENT

                         by and between

               Media and Entertainment.com, Inc.,
              a Nevada corporation (the "Company"),

                               and

                     Winsonic Holdings Ltd.,
           a California corporation (the "Purchaser"),

                           dated as of

                          July 18, 2003





























                        Table of Contents

Item                                                         Page
1. Sale and Purchase of Purchased Securities.                  1
 1.1.Agreement to Sell and Purchase Purchased Securities.      1
 1.2.Purchase Price.                                           1
 1.3.Closing.                                                  1
 1.4.Closing Conditions.                                       1
 1.5.Escrow.                                                   3
2. Representations and Warranties of the Company.              4
 2.1.Organization and Authority.                               4
 2.2.Corporate Power; Binding Effect.                          4
 2.3.Foreign Qualification.                                    5
 2.4.Subsidiaries.                                             5
 2.5.Capitalization.                                           5
 2.6.Lawful Issuance.                                          6
 2.7.SEC Documents.                                            6
 2.8.Absence of Certain Changes.                               6
 2.9.Properties, Leases, Etc.                                  8
 2.10. Indebtedness.                                           9
 2.11. Absence of Undisclosed  Liabilities.                    9
 2.12. Tax  Matters.                                           9
 2.13. Litigation,  Etc.                                      10
 2.14. Safety, Zoning, and Environmental  Matters.            10
 2.15. Labor  Relations.                                      11
 2.16. Material  Contracts.                                   11
 2.17. Employee Benefit  Plans.                               13
 2.18. Potential Conflicts of Interest.                       14
 2.19. Proprietary  Information.                              14
 2.20. Insurance.                                             16
 2.21. Governmental and Other Third-Party  Consents.          16
 2.22. Employment of Officers, Employees.                     16
 2.23. Brokers.                                               16
 2.24. Compliance with Other Instruments, Laws,  Etc.         16
 2.25. Compliance with Securities  Laws.                      17
 2.26. Foreign Corrupt Practices  Act.                        17
 2.27. Disclosure.                                            17
3. Representations and Warranties of the Purchaser.           17
 3.1.Investment Representations.                              17
 3.2.Organization and Authority.                              18
 3.3.Corporate Power; Binding Effect.                         18
 3.4.Listed Contracts.                                        18
 3.5.Litigation, Etc.                                         19
 3.6.Potential Conflicts of Interest.                         19
 3.7.Brokers.                                                 19
 3.8.Compliance with Other Instruments, Laws, Etc.            19
 3.9.Foreign Corrupt Practices Act.                           20
 3.10. Disclosure.                                            20







                          -ii-




4. Covenants.                                                 20
 4.1.Voting Agreement.                                        20
 4.2.Non-competition.                                         21
5. Restrictions on Transfer.                                  22
 5.1.General Restriction.                                     22
 5.2.Notice of Transfer.                                      22
 5.3.Restrictive Legends.                                     22
 5.4.Termination of Restrictions.                             22
6. Expenses; Indemnification.                                 22
7. Definitions.                                               23
 7.1.Certain Defined Terms.                                   23
 7.2.Terms Defined Elsewhere.                                 26
8. Miscellaneous Provisions.                                  27
 8.1.Amendments, Consents, Waivers, Etc.                      27
 8.2.Notices.                                                 27
 8.3.Counterparts.                                            28
 8.4.Captions.                                                28
 8.5.Binding Effect and Benefits.                             28
 8.6.Assignment.                                              28
 8.7.Construction.                                            29
 8.8.Further Assurances.                                      29
 8.9.Severability.                                            29
 8.10. Equitable  Relief.                                     29
 8.11. Entire  Agreement.                                     29
 8.12. Governing  Law.                                        29
SIGNATURES                                                    30






















                    STOCK PURCHASE AGREEMENT

     This  Stock Purchase Agreement (this "Agreement"), dated  as
of   July   18,   2003,  is  by  and  between   (i)   Media   and
Entertainment.com,  Inc., a Nevada corporation  (the  "Company"),
and  (ii)  Winsonic Holdings Ltd., a California corporation  (the
"Purchaser").

     Capitalized terms used and not otherwise defined upon  first
usage herein are defined in Section 7.1 hereof.

     1.   Sale and Purchase of Purchased Securities.

          1.1.   Agreement   to   Sell  and  Purchase   Purchased
     Securities.

     The  Company  hereby agrees to issue and sell to  Purchaser,
and Purchaser agrees to purchase, subject to all of the terms and
conditions  hereof  and  in reliance on the  representations  and
warranties  set  forth  or  referred to  herein,  thirty  million
(30,000,000)  shares of the Company's Common Stock,  such  number
being  equal to a fully-diluted 60% of the total number of shares
issued  and outstanding after giving effect to such issuance  and
to the potential exercise of all outstanding options and warrants
to  acquire  shares  of  the  Company's  Common  Stock,  and  the
potential  conversion of all outstanding shares of the  Company's
Preferred Stock (the "Purchased Securities").

          1.2. Purchase Price.

     The  purchase price (the "Purchase Price") for the Purchased
Securities  will  be payable by transfer and  assignment  of  the
certain contracts, to be mutually agreed upon by the Company  and
Purchaser,  as  described  upon Exhibit  A  annexed  hereto  (the
"Listed Contracts"). The deemed purchase price shall be $.10  per
share,  which  is approximately equal in amount  to  one  hundred
fifty  (150%) percent of the fair market value of Seller's common
stock  of  seven cents ($0.07) per share, on or about  the  date,
June  __,  2003,  negotiation of this Agreement  commenced.   The
aggregate purchase price of $3 million shall be equal to $.10 per
share  multiplied by the 30 million shares of common stock issued
to the Purchaser at the Closing (as defined in Section 1.3).

          1.3. Closing.

     The  closing  of  the  purchase and sale  of  the  Purchased
Securities (the "Closing") will take place on or before July  31,
2003 at the offices of Snow Becker Krauss P.C., 605 Third Avenue,
25th Floor, New York, New York, or at such other time, date,  and
place  as  the Company and the Purchaser may agree following  the
satisfaction of the last to occur of the conditions precedent  to
Closing  set  forth in Section 1.4 below (the date on  which  the
Closing actually occurs, the "Closing Date").

          1.4. Closing Conditions.

     The  obligation of the Purchaser to purchase  the  Purchased
Securities  at  Closing and of the Company to sell the  Purchased
Securities  at  Closing, is subject to the  fulfillment,  or  the
waiver  by  the  applicable  party,  of  each  of  the  following
conditions on or before the Closing:

    (a)  The Company will deliver to Purchaser one or more stock
         certificates representing the Purchased Securities to be sold to
         and purchased by the Purchaser pursuant to this Agreement, free
         and clear of all Liens, which shall be registered in such
         Purchaser's name in the Company's records.

    (b)  Purchaser will pay for the Purchased Securities delivering
         to the Company a Bill of Assignment, in substantially the form
         annexed hereto as Exhibit B, transferring and assigning the
         Listed Contracts to the Company.  Purchaser will deliver to the
         Company copies of each of the Listed Contracts on or before the
         Closing.






                          -2-




    (c)  The Company will deliver to the Purchaser each of the
         following documents:

       (i)  The Registration Rights Agreement, in substantially the form
            annexed hereto as Exhibit C, duly executed by the Company and the
            Purchaser and any of its assignees who is to have any
            registration rights with respect to the Company's securities.

       (ii) With respect to the Company, (A) a copy of its charter
            documents, certified as of a date not more than five business
            days before the Closing Date, by the Secretary of State of the
            State of Nevada, (B) a certificate of the Secretary of State of
            the State of Nevada, dated as of a date not more than five
            business days before the Closing Date, with respect to the legal
            existence, charter documents on file with the Secretary of State,
            and good standing of the Company in the State of Nevada, and
            (C) a certificate of the Secretary of State or equivalent
            official of each other jurisdiction in which the Company's
            activities or ownership or leasing of property require it to
            qualify to do business as a foreign corporation, other than
            jurisdictions in which the failure to so qualify or be in good
            standing would not, either in any case or in the aggregate, have
            a Material Adverse Effect, dated not more than five business days
            before the Closing Date, with respect to such qualification and
            the good standing of the Company in such jurisdiction.

      (iii) With respect to each of the Company's Subsidiaries
            which is a limited liability company, (A) a certificate of the
            Secretary of State of such Subsidiary's state of formation, dated
            as of a date not more than fifteen business days before the
            Closing Date, with respect to the legal existence, charter
            documents on file with the Secretary of State, and good standing
            of such Subsidiary in such state, and (B) a certificate of the
            Secretary of State or equivalent official of each other
            jurisdiction in which such Subsidiary's activities or ownership
            or leasing of property require it to qualify to do business as a
            foreign limited liability company, other than jurisdictions in
            which the failure to so qualify or be in good standing would not,
            either in any case or in the aggregate, have a Material Adverse
            Effect, dated not more than five business days before the Closing
            Date, with respect to such qualification and the good standing of
            the Company in such jurisdiction.

       (iv) With respect to the Company, a certificate of its secretary,
            dated the Closing Date, certifying (A) the absence of any
            amendments to its charter documents (or proceedings therefor)
            since the date of the certificate referred to in
            Section 1.4(c)(ii)(A) above, (B) the attached copy of its by-laws
            (the "By-laws") are complete and correct, (C) the attached
            resolutions of its board of directors with respect to the
            transactions hereby contemplated or otherwise to be effected at
            the Closing, and (D) the incumbency of its officers and
            directors.






                          -3-




       (v)  With respect to each of the Company's Subsidiaries which is
            a limited liability company, a certificate of its managing
            member, dated the Closing Date, certifying (A) the absence of any
            amendments to its certificate of organization or formation (or
            proceedings therefor) since the date of the certificate referred
            to in Section 1.4(c)(iii)(A) above, and (B) the attached copy of
            its operating agreement is complete and correct.

       (vi) Evidence satisfactory to the Purchaser that (i) each member
            of the Company's senior management and any other key employee, as
            determined by the Purchaser, has executed and delivered to the
            Company a general release from employment agreement and/or a non-
            solicitation agreement, in form and substance satisfactory to the
            Purchasers; (ii) Nana Yalley, and each other executive officer
            whom the Purchaser agrees to hire, has executed and delivered to
            the Company a new employment or consulting agreement, in form and
            substance satisfactory to the Purchasers; and (iii) each member
            of the Company's senior management and Roger Paglia has executed
            and delivered to the Company a lockup agreement in substantially
            the form amount hereto as Exhibit E.

     (vii)  Evidence that, upon consummation of the transactions
            contemplated by this Agreement, the Company's Board of Directors
            will be constituted in accordance with the Agreement.

    (viii)  Copies of each of the material Contracts
            referred to in Section 2.16 of this Agreement
            and/or  referred to in the Company Disclosure
            Schedule.

    (d)  The Purchaser shall provide evidence reasonably satisfactory
         to the Company that immediately subsequent to the Closing the
         Purchaser shall provide to the Company supporting financial
         and/or other support personnel as may be required to allow Mr.
         Yalley the discretion to make operating decisions normally made
         by the president of a public company, subject to the approval of
         the Company's Board of Directors, when required.

    (e)  The  Company and the Purchaser have executed  and
         delivered  a  Services Agreement.  Under  the  Services
         Agreement,  the Company will purchase and license  from
         the  Purchaser  various  products  and  services.   The
         compensation  to  be  paid by  the  Company  for  these
         products  and  services is 2 million shares  of  Common
         Stock  of  the  Company.  Upon the Closing,  2  million
         Shares  shall  be  credited to  the  number  of  shares
         constituting the Purchased Securities, however, such  2
         million  shares are non-cancelable and are not part  of
         the escrow agreement set forth below.

          1.5. Escrow.

          Concurrently  with the execution and delivery  of  this
     Agreement,  the Company shall deliver or cause its  transfer
     agent  to deliver to UBS Financial Services, Inc. as  Escrow
     Agent,  the Purchased Securities together with duly executed
     blank stock powers.  The Purchased Securities shall be  held
     by   the   Escrow  Agent  under  an  Escrow  Agreement,   in
     substantially the form annexed hereto as Exhibit D,  entered
     into between the Company, the Purchaser and the Escrow Agent
     on  this  date.   All of the Purchased Securities  shall  be
     released  to  the  Purchaser  if the  Company's  independent
     auditors   have   reviewed  and/or  audited  the   Company's
     financial  statements which reflect the  recognition  of  an
     amount of revenues equal to at least fifty percent (50%)  of
     the  Purchase Price which have been derived from the  Listed
     Contracts.






                          -4-




          In  the event that an amount equal to less that 50%  of
     the  Purchase  Price,  however,  greater  than  25%  of  the
     Purchase  Price is recorded by the Company on its  financial
     statements as having been derived from the Listed Contracts,
     then  the Purchased Securities shall be released from escrow
     on  a  pro rata basis in the same percentage as the fraction
     of  the  Purchase Price earned (e.g., 25%) divided  by  50%.
     Any  and each such pro rata release from escrow of a portion
     of  the  Purchased Securities shall take place  as  soon  as
     practicable  following the filing with  the  Securities  and
     Exchange Commission of the Company's periodic report for the
     quarterly  or  annual period, as the case may be,  for  each
     period during which the date on which the milestone for such
     pro  rata release was achieved.  Notwithstanding the  escrow
     of the Purchased Securities, the Purchaser shall be entitled
     to  vote the Purchased Securities to the same extent  as  if
     the  Purchaser retained physical possession of the Purchased
     Securities.   The  terms  and  conditions  of   the   Escrow
     Agreement  are incorporated by reference herein, and  should
     there  be any conflict between this Agreement and the Escrow
     Agreement, the latter shall control.

     2.   Representations and Warranties of the Company.

     In  order  to  induce  the  Purchaser  to  enter  into  this
Agreement  and to purchase the Purchased Securities, the  Company
hereby  represents  and  warrants to the  Purchaser  as  follows,
subject in each case to such exceptions as are set forth  in  the
attached  Company  Disclosure Schedule  in  the  section  thereof
numbered   and   captioned   to  correspond   to   the   specific
representation or warranty to which such exception relates.

          2.1. Organization and Authority.

     The Company and each of its Subsidiaries is a corporation or
limited  liability company, as the case may be,  duly  organized,
validly  existing, and in good standing under  the  laws  of  its
state  of  incorporation, formation or organization, as the  case
may  be.  The  Company  and  each of  its  Subsidiaries  has  all
requisite  power  and authority to own or lease and  operate  its
properties and to carry on its business as now conducted  and  as
proposed  to  be conducted. The minute books of the  Company  and
each  of  its  Subsidiaries  have  been  made  available  to  the
Purchaser  for  inspection  and  accurately  record  therein  all
corporate   actions  taken  by  the  Board   of   Directors   and
stockholders of the Company and each of its Subsidiaries which is
a corporation.

          2.2. Corporate Power; Binding Effect.

     The Company has all requisite power and full legal right  to
execute  and deliver this Agreement and the Ancillary Agreements,
and to perform all of its obligations hereunder and thereunder in
accordance  with  the respective terms hereof and  thereof.  This
Agreement  and  the  Ancillary Agreements  and  the  transactions
contemplated  hereby  and thereby have  been  duly  approved  and
authorized by all requisite corporate action on the part  of  the
Company,  and this Agreement has been duly executed and delivered
by  the  Company  and  constitutes, and  each  of  the  Ancillary
Agreements,  when executed and delivered by the  Company  at  the
Closing,  will constitute, a legal, valid, and binding obligation
of  the  Company, enforceable against it in accordance  with  its
respective terms. The execution, delivery, and performance by the
Company  of  this  Agreement  and  the  Ancillary  Agreements  in
accordance  with their respective terms, and the consummation  by
the  Company of the transactions contemplated hereby or  thereby,
will  not  result (with or without the giving of  notice  or  the
lapse  of  time or both) in any conflict, violation,  breach,  or
default,  or  the  creation  of any  Lien,  or  the  termination,
acceleration,   vesting,  or  modification  of   any   right   or
obligation,  under or in respect of (x) the charter documents  or
by-laws  of  the Company or any of its Subsidiaries  which  is  a
corporation, or the certificate of formation or organization  and
operating agreement of any of its Subsidiaries which is a limited
liability  company,  (y)  any judgment, decree,  order,  statute,
rule,  or  regulation binding on or applicable to the Company  or
any  of  its Subsidiaries, or (z) any agreement or instrument  to
which  the  Company or any of its Subsidiaries is a party  or  by
which it or any of its Subsidiaries' assets is or are bound.






                          -5-




          2.3. Foreign Qualification.

     The  Company and each of its Subsidiaries is duly  qualified
to  do business and in good standing as a foreign corporation  or
foreign  limited liability company, as the case may be,  in  each
jurisdiction  in which the character of the properties  owned  or
leased  by  it  or  the  nature  of  its  activities  makes  such
qualification  necessary, other than any jurisdictions  in  which
the  failure  so  to  qualify or be in good standing  would  not,
either  in any case or in the aggregate, have a Material  Adverse
Effect.

          2.4. Subsidiaries.

     Each  of the Corporation's Subsidiaries is listed in Section
2.4 of the Company Disclosure Schedule. Except as otherwise noted
on  the  Company  Disclosure Schedule,  the  Company  owns  fifty
percent  (50%)  of  the  outstanding  capital  stock,  membership
interests or other equity interests of each Subsidiary  free  and
clear of all liens, claims and encumbrances, and all right, title
or interest of others.

          2.5. Capitalization.

    (a)  Immediately after the Closing, giving effect to the sale and
         purchase of the Purchased Securities provided for in this
         Agreement, the authorized and the outstanding capital stock and
         securities of the Company will be as set forth in Section 2.5(a)
         of the Company Disclosure Schedule, and all such outstanding
         shares of capital stock and securities will be owned (of record
         and beneficially) by the persons and in the amounts there
         indicated. All such outstanding shares of capital stock and
         securities will be duly authorized, validly issued, fully paid,
         and nonassessable, and free and clear of Liens.

    (b)  Other than with respect to the Purchased Securities, and
         except as set forth in Section 2.5(b) of the Company Disclosure
         Schedule, neither the Company, nor any of its Subsidiaries, is
         bound by, or has any obligation to grant or enter into, any

      (i) outstanding subscriptions, options, warrants, calls,
          commitments, or agreements of any character calling for it to
          issue, deliver, or sell, or cause to be issued, delivered, or
          sold, any shares of its capital stock, any membership interests
          or any other equity security, or any securities described in the
          following clause, or (ii) securities convertible into,
          exchangeable for, or representing the right to subscribe for,
          purchase, or otherwise acquire any shares of its capital stock,
          any membership interests or any other equity security.

    (c)  Other than with respect to the Purchased Securities, this
         Agreement and the Ancillary Agreements, and except as set forth
         in Section 2.5(c) of the Company Disclosure Schedule, neither the
         Company, nor any of its Subsidiaries (i) has any outstanding
         obligations, contractual or otherwise, to repurchase, redeem, or
         otherwise acquire any shares of capital stock, membership
         interests or other equity securities of the Company, (ii) is a
         party to or bound by, or has knowledge of, any agreement or
         instrument relating to the voting of any of its securities, or






                          -6-




    (iii) is a party to or bound by any agreement or instrument under
          which any person has the right to require it to effect, or to
          include any securities held by such person in, any registration
          under the Securities Act.

          2.6. Lawful Issuance.

     All  of  the outstanding shares of capital stock, membership
interests,  and other securities of the Company and each  of  its
Subsidiaries  were offered, issued, and sold, and  the  Purchased
Securities  have been offered and at the Closing will  be  issued
and  sold,  in  compliance with (i) all applicable preemptive  or
similar rights of all persons, and (ii) assuming the truthfulness
and  accuracy  of  the representations made by the  Purchaser  in
Section 3 hereof, all applicable provisions of the Securities Act
and  the  rules  and regulations thereunder, and  all  applicable
state  securities laws and the rules and regulations  thereunder.
No  person  has  any valid right to rescind any purchase  of  any
shares of capital stock or other securities of the Company or any
of its Subsidiaries.

          2.7. SEC Documents.

     The  Company  has filed each report, schedule,  registration
statement and definitive proxy statement required to be filed  by
the  Company,  with the Commission (the "Company SEC Documents").
As  of  its  filing  date (and, with respect to any  registration
statement,  the  date on which it was declared  effective),  each
Company SEC Document was in compliance, in all material respects,
with  the  requirements  of  its form  and  contained  no  untrue
statement of a material fact and did not omit any statement of  a
material fact required to be stated therein or necessary to  make
the statements therein, in light of the circumstances under which
they  were made, not misleading. The financial statements of  the
Company  included in the Company SEC Documents complied,  at  the
time  of  filing  with the Commission (and, with respect  to  any
registration  statement, at the time it was declared  effective),
as  to form, in all material respects, with applicable accounting
requirements  and  the  published rules and  regulations  of  the
Commission with respect thereto, have been prepared in accordance
with  GAAP  applied  on  a consistent basis  during  the  periods
involved  and fairly present, in all material respects  (subject,
in  the  case  of the unaudited statements, to normal,  recurring
year-end  audit adjustments), the consolidated financial position
of  the Company and its consolidated Subsidiaries as of the dates
thereof  and  the  consolidated results of their  operations  and
changes  in financial position for the periods then ended.  Since
December  31,  2002, there have been no changes in the  Company's
method  of accounting for tax purposes or any other purpose.  The
consolidated  financial  statements  of  the  Company   and   its
consolidated  Subsidiaries as of December 31, 2002,  included  in
the Company SEC Documents disclose all liabilities of the Company
and  its  consolidated  Subsidiaries  required  to  be  disclosed
therein  and  contain adequate reserves for taxes and  all  other
material accrued liabilities.

          2.8. Absence of Certain Changes.

     Since December 31, 2002, there has not been:

    (a)  any (i) acquisition (by purchase, lease as lessee, license
         as licensee, or otherwise) or disposition (by sale, lease as
         lessor, license as licensor, or otherwise) by the Company, or any
         of its Subsidiaries, of any material properties or assets, or
         (ii) other transaction by, or any agreement or commitment on the
         part of, the Company, or any of its Subsidiaries, other than in
         the ordinary course of business, that have not caused and will
         not cause, either in any case or in the aggregate, a Material
         Adverse Effect;

    (b)  any material change in the condition (financial or
         otherwise), properties, assets, liabilities, investments,
         revenues, expenses, income, operations, business, or prospects of
         the Company, or any of its Subsidiaries, or in any of their
         respective relationships with any suppliers, customers, or other
         third parties with whom any of them has financial, commercial, or
         other business relationships, other than changes in the ordinary
         course of business that have not caused and cannot reasonably be
         expected to cause, either in any case or in the aggregate, a
         Material Adverse Effect;






                          -7-




    (c)  any transaction or change in compensation by the Company, or
         any of its Subsidiaries, with any of their respective
         stockholders, members, directors, officers, or key employees,
         other than the payment of compensation and reimbursement of
         reasonable employee travel and other business expenses in
         accordance with existing employment arrangements and usual past
         practices;

    (d)  any damage, destruction, or loss, whether or not covered by
         insurance, that, either in any case or in the aggregate, has
         caused, or could reasonably be expected to cause, a Material
         Adverse Effect;

    (e)  any declaration, setting aside, or payment of any dividend
         or any other distribution (in cash, stock, and/or property or
         otherwise) in respect of any shares of the capital stock,
         membership interests, or other securities of the Company or any
         of its Subsidiaries;

    (f)  any issuance of any shares of the capital stock, membership
         interests or other securities of the Company or any of its
         Subsidiaries, or any direct or indirect redemption, purchase, or
         other acquisition by the Company or any of its Subsidiaries of
         any shares of their respective capital stock, membership
         interests or other securities;

    (g)  any change in the officers, directors, key employees, or
         material independent contractors of the Company or any of its
         Subsidiaries;

    (h)  any labor trouble or claim of unfair labor practices
         involving the Company or any of its Subsidiaries, any increase in
         the compensation or other benefits payable or to become payable
         by the Company or any of its Subsidiaries to any of their
         respective Affiliates, or to any of its officers, employees, or
         independent contractors, or any bonus payments or arrangements
         made to or with any of such officers, employees, or independent
         contractors;

    (i)  any forgiveness or cancellation of any debt or claim by the
         Company or any of its Subsidiaries or any waiver by the Company
         or any of its Subsidiaries of any right of material value, other
         than compromises of accounts receivable in the ordinary course of
         business;

    (j)  any incurrence or any payment, discharge, or satisfaction by
         the Company or any of its Subsidiaries of any material
         Indebtedness or any material obligations or material liabilities,
         whether absolute, accrued, contingent, or otherwise (including
         without limitation liabilities, as guarantor or otherwise, with
         respect to obligations of others), other than in the ordinary
         course of business that have not caused and cannot reasonably be
         expected to cause, either in any case or in the aggregate, a
         Material Adverse Effect.






                          -8-




    (k)  any incurrence, discharge, or satisfaction of any Lien
         (i) by the Company or any of its Subsidiaries, or (ii) on any of
         the capital stock, membership interests, other securities,
         properties, or assets owned or leased by the Company or any of
         its Subsidiaries;

    (l)  any change in the financial or tax accounting principles,
         practices, or methods of the Company or any of its Subsidiaries;
         or

    (m)  any agreement, understanding, or commitment by or on behalf
         of the Company or any of its Subsidiaries, whether in writing or
         otherwise, to do or permit any of the things referred to in this
         Section 2.8.

          2.9. Properties, Leases, Etc.

    (a)  Title to Properties; Condition of Personal Properties.  The
         Company and each of its Subsidiaries has (i) good and marketable
         title to all of the assets and properties owned by it, including
         without limitation all assets and properties reflected in the
         Company SEC Documents (in each case excluding any assets and
         properties sold or otherwise disposed of to persons other than
         non-Subsidiary Affiliates in the ordinary course of business
         since December 31, 2002) free and clear of all Liens, (ii) valid
         title to the lessee interest in all assets and properties leased
         by them as lessee, free and clear of all Liens, and (iii) full
         right to hold and use all of its assets and properties used in or
         necessary to its businesses and operations, in each case all free
         and clear of all Liens, and in each case subject to applicable
         laws and the terms of any lease under which the Company and each
         of its Subsidiaries leases such assets or properties as lessee.
         All such assets and properties are in good condition and repair,
         reasonable wear and tear excepted, and collectively are adequate
         and sufficient to carry on the businesses of the Company and each
         of its Subsidiaries as presently conducted and as proposed to be
         conducted.

    (b)  No Owned Real Properties.  Neither the Company, nor any of
         its Subsidiaries, owns any real property or any interest (other
         than a leasehold interest) in any real property.

    (c)  Leased Properties.  Section 2.9(c) of the Company Disclosure
         Schedule sets forth a complete and correct description of all
         leases of real or personal property under which the Company or
         any of its Subsidiaries is lessor or lessee. Complete and correct
         copies of all such leases and all amendments, supplements, and
         modifications thereto, other than any personal property lease
         with an annual rent of less than $10,000 and total remaining
         rental payments of less than $20,000, have been delivered to the
         Purchaser. Each such lease is valid and subsisting and, to the
         Company's knowledge, no event or condition exists that
         constitutes, or after notice or lapse of time or both would
         constitute, a default thereunder by the Company or any of its
         Subsidiaries, as the case may be, or, to the Company's knowledge,
         any other party thereto. The Company's and each of its
         Subsidiaries' leasehold interests are subject to no Lien, and the
         Company and each of its Subsidiaries is in quiet possession of
         the properties covered by their respective leases. The Company
         has established adequate reserves which are reflected in the
         Company SEC Documents, for the anticipated costs of any property
         renovation and repairs to the Company's, or its Subsidiaries',
         leased premises required to be performed or paid for by it upon
         termination of any of its leases of real property.






                          -9-




          2.10.     Indebtedness.

     Except   as  described  in  Section  2.10  of  the   Company
Disclosure  Schedule or disclosed in the Company  SEC  Documents,
immediately after the Closing, neither the Company,  nor  any  of
its Subsidiaries, will have any Indebtedness outstanding. Neither
the  Company,  nor any of its Subsidiaries, is  in  default  with
respect  to  any  outstanding Indebtedness or any  instrument  or
agreement  relating  thereto, and no  such  Indebtedness  or  any
instrument  or agreement relating thereto purports to  limit  the
issuance of any securities by the Company or the operation of its
business  or  the  business  of its  Subsidiaries.  Complete  and
correct  copies of all instruments and agreements (including  all
amendments, supplements, waivers, and consents) relating  to  any
Indebtedness  of  the  Company and  its  Subsidiaries  have  been
furnished to the Purchaser.

          2.11.     Absence of Undisclosed Liabilities.

     Except  to  the extent reflected or reserved in the  Company
SEC  Documents,  or incurred in the ordinary course  of  business
since  December  31,  2002 (other than  in  connection  with  any
transactions   with  non-Subsidiary  Affiliates),   neither   the
Company,   nor   any  of  its  Subsidiaries,  has  any   material
liabilities  or  obligations  of  any  nature,  whether  accrued,
absolute,   contingent,   or   otherwise   (including,    without
limitation, liabilities as guarantor or otherwise with respect to
obligations of others) and whether due or to become due.

          2.12.     Tax Matters.

    (a)  Filing of Tax Returns and Payment of Taxes.  Except as
         described in Section 2.12 of the Company Disclosure Schedule, the
         Company and each of its Subsidiaries has timely filed all Tax
         Returns required to be filed by it, each such Tax Return has been
         prepared in compliance with all applicable laws and regulations,
         and all such Tax Returns are true and accurate in all respects.
         All Taxes due and payable by the Company and each of its
         Subsidiaries have been paid, and the Company will not be liable
         for any additional Taxes in respect of any taxable period ending
         on or before the Closing Date in an amount that exceeds the
         corresponding reserve therefor, if any, reflected in the
         accounting records of the Company as of the Closing Date. No
         claim has ever been made by a taxing authority in a jurisdiction
         where the Company or any of its Subsidiaries does not pay Tax or
         file Tax Returns that the Company or any of its Subsidiaries is
         or may be subject to Taxes assessed by such jurisdiction. There
         are no Liens for Taxes (other than current Taxes not yet due and
         payable) on the assets of the Company or any of its Subsidiaries.

    (b)  Audit History, Extensions, Etc.  There is no action, suit,
         taxing authority proceeding, or audit with respect to any Tax now
         in progress, pending, or to the best of the Company's knowledge,
         threatened, against or with respect to the Company or any of its
         Subsidiaries. No deficiency or proposed adjustment in respect of
         Taxes that has not been settled or otherwise resolved has been
         asserted or assessed by any taxing authority against the Company
         or any of its Subsidiaries. Neither the Company, nor any of its
         Subsidiaries, has consented to extend the time in which any Tax
         may be assessed or collected by any taxing authority. Neither the
         Company, nor any of its Subsidiaries, has requested or been
         granted an extension of the time for filing any Tax Return to a
         date on or after the Closing Date.






                          -10-




    (c)  Membership in Affiliated Groups, Etc.  Neither the Company,
         nor any of its Subsidiaries, has ever been a member of any
         Affiliated Group, or filed or been included in a combined,
         consolidated, or unitary Tax Return other than a consolidated tax
         return with respect to the Company and its Subsidiaries only.
         Neither the Company, nor any of its Subsidiaries, is a party to
         or bound by any tax sharing or allocation agreement or has any
         current or potential contractual obligation to indemnify any
         other person with respect to Taxes.

    (d)  Withholding Taxes.  The Company and each of its Subsidiaries
         has withheld and paid all Taxes required to have been withheld
         and paid by it in connection with amounts paid or owing to any
         employee, creditor, independent contractor, or other Person.

          2.13.     Litigation, Etc.

     No  litigation,  arbitration, action, suit,  claim,  demand,
proceeding  or investigation (whether conducted by or before  any
judicial  or  regulatory body, arbitrator,  commission  or  other
person)  is  pending or, to the Company's knowledge,  threatened,
against  the Company or its Subsidiaries, nor is there any  basis
therefor known to the Company.

          2.14.     Safety, Zoning, and Environmental Matters.

    (a)  Neither the Company, nor any of its Subsidiaries, is or has
         been in violation of any applicable statute, law, or regulation
         relating to occupational health or safety, other than those the
         violation of which would not, either in any case or in the
         aggregate, have a Material Adverse Effect, and no charge,
         complaint, action, suit, proceeding, hearing, investigation,
         claim, demand , or notice has been filed or commenced against or
         received by the Company or any of its Subsidiaries alleging any
         failure by the Company or any of its Subsidiaries to comply with
         any such statute, law, or regulation, nor is there any basis
         therefor known to the Company.

    (b)  To the best of the Company's knowledge, none of the real
         properties presently owned, leased, or operated by the Company or
         any of its Subsidiaries, nor any leasehold improvements thereto,
         nor any business conducted by the Company or any of its
         Subsidiaries thereon, is in violation of any applicable land use
         or zoning requirements, including without limitation any building
         line or use or occupancy restriction, any public utility or other
         easement, any limitation, condition, or covenant of record, or
         any zoning or building law, code, or ordinance.

    (c)  Neither the Company, nor any of its Subsidiaries, is
         presently, or has been, in violation of any judgment, decree,
         order, statute, law, permit, license, rule, or regulation
         pertaining to environmental matters, including without limitation
         those arising under any Environmental Laws, other than those the
         violation of which would not, either in any case or in the
         aggregate, have a Material Adverse Effect, nor has the Company or
         any of its Subsidiaries received any written notice alleging any
         such violation.






                          -11-




    (d)  Neither the Company, nor any of its Subsidiaries, has
         received any notice or request for information from any third
         party, including without limitation any federal, state, or local
         governmental authority, (i) that the Company or any of its
         Subsidiaries has been identified by the EPA or any state
         environmental regulatory authority as a potentially responsible
         party under CERCLA with respect to a site listed on the National
         Priorities List, 40 C.F.R. Part 300 Appendix B, or under any
         equivalent state law; (ii) that any Hazardous Substances that the
         Company or any of its Subsidiaries has generated, transported, or
         disposed of have been found at any site at which a federal,
         state, or local agency or other third party has conducted or has
         ordered it to conduct a remedial investigation, removal or other
         response action pursuant to any Environmental Law; or (iii) that
         the Company or any of its Subsidiaries is or will or may be a
         named party to any claim, action, cause of action, complaint, or
         legal or administrative proceeding arising out of any third
         party's incurrence of Damages in connection with the release
         (within the meaning of CERCLA) of any Hazardous Substances or any
         other environmental matters. No circumstances exist that could
         reasonably be expected to give rise to any such notice or request
         for information or to any Damages.

          2.15.     Labor Relations.

     The  Company  and each of its Subsidiaries is in  compliance
with  all applicable federal and state laws respecting employment
and  employment  practices, terms and conditions  of  employment,
wages and hours, and nondiscrimination in employment, other  than
those the violation of which would not, either in any case or  in
the  aggregate, have a Material Adverse Effect, and  neither  the
Company,  nor any of its Subsidiaries, is engaged in  any  unfair
labor practice. There is no charge pending or, to the best of the
Company's knowledge, threatened, against or with respect  to  the
Company or any of its Subsidiaries before any court or agency and
alleging  unlawful  discrimination in employment  practices,  and
there  is  no charge of or proceeding with regard to  any  unfair
labor  practice  against the Company or any of  its  Subsidiaries
pending  before the National Labor Relations Board. There  is  no
labor strike, dispute, slow-down, or work stoppage pending or, to
the  Company's  knowledge, threatened against  or  involving  the
Company or any of its Subsidiaries. None of the employees of  the
Company  or  any of its Subsidiaries is covered by any collective
bargaining agreement, and no such collective bargaining agreement
is  currently being negotiated. No one has petitioned and, to the
Company's  knowledge,  no  one  is  now  petitioning,  for  union
representation  of  any  employees of the  Company.  Neither  the
Company,  nor any of its Subsidiaries, has experienced  any  work
stoppage or other material labor difficulty.

          2.16.     Material Contracts.

     Except  for the contracts, agreements and other arrangements
set  forth in Section 2.16 of the Company Disclosure Schedule and
contracts, agreements, or other arrangements that have been fully
performed and with respect to which neither the Company, nor  any
of  its Subsidiaries, has any further obligations or liabilities,
neither  the Company, nor any of its Subsidiaries, is a party  to
or   otherwise  bound  by  (i)  any  agreement,  instrument,   or
commitment  that may affect the Company's ability  to  consummate
the   transactions  contemplated  hereby  or  by  the   Ancillary
Agreements, or (ii) any other material agreement, instrument,  or
commitment, including without limitation any:

    (a)  agreement for the purchase, sale, lease, or license by or
         from it of services, products, or assets, requiring total
         payments by or to it in excess of $100,000 in any instance, or
         entered into other than in the ordinary course of business;






                          -12-




    (b)  agreement requiring it to purchase all or substantially all
         of its requirements for a particular product or service from a
         particular supplier or suppliers, or requiring it to supply all
         of a particular customer's or customers' requirements for a
         certain service or product;

    (c)  agreement or other commitment pursuant to which it has
         agreed to indemnify or hold harmless any other person, other than
         agreements with respect to the purchase, sale, lease or license
         from it of services, products or assets in the ordinary course of
         business;

    (d)  (i) employment agreement providing for annual payments equal
         to or in excess of $100,000 per annum and/or with a term greater
         than one (1) year, (ii) consulting agreement providing for annual
         payments equal to or in excess of $100,000 per annum and/or with
         a term greater than one (1) year, or (iii) agreement providing
         for severance payments or other additional rights or benefits
         (whether or not optional) in the event of the sale or other
         change in control of it;

    (e)  agreement with any current or former Affiliate, stockholder,
         member, officer, director, employee, or consultant or with any
         person in which any such Affiliate has an interest;

    (f)  joint venture, partnership or teaming agreement;

    (g)  agreement with any domestic or foreign government or agency
         or executive office thereof or any subcontract between it and any
         third party relating to a contract between such third party and
         any domestic or foreign government or agency or executive office
         thereof;

    (h)  agreement imposing non-competition or exclusive dealing
         obligations on it;

    (i)  agreement with respect to the confidentiality of the
         Company's or any of its Subsidiaries' Proprietary Information (as
         described in Section 2.19 hereof), and the assignment to the
         Company or any of its Subsidiaries of any and all rights
         employees of the Company or any of its Subsidiaries,
         respectively, might have to acquire with respect to technology,
         inventions, developments, etc., developed in connection with this
         employment with the Company, or any of its Subsidiaries,
         respectively; and

    (j)  agreement the performance of which is reasonably likely to
         result in a loss to it.

     The  Company has delivered or caused to be delivered to  the
Purchaser  correct and complete copies (or written  summaries  of
the  material terms of oral agreements or understandings) of each
agreement,  instrument,  and commitment  listed  in  the  Company
Disclosure  Schedule,  each  as  amended  to  date.   Each   such
agreement,  instrument, and commitment is a  valid,  binding  and
enforceable   obligation  of  the  Company,  or   the   Company's
Subsidiary  which  is  a  party thereto, and,  to  the  Company's
knowledge, of the other party or parties thereto, and is in  full
force   and  effect.  Neither  the  Company,  nor  any   of   its
Subsidiaries, is nor, to the Company's knowledge,  is  any  other
party  thereto, (nor is the Company considered by any other party
thereto to be) in breach of or noncompliance with any term of any
such agreement, instrument, or commitment (nor is there any basis
for   any   of  the  foregoing),  except  for  any  breaches   or
noncompliances that singly or in the aggregate would not  have  a
Material  Adverse  Effect. Other than in the ordinary  course  of
business,   no   claim,  change  order,  request  for   equitable
adjustment, or request for contract price or schedule adjustment,
between  the Company or any of its Subsidiaries and any supplier,
customer   or  any  other  person,  relating  to  any  agreement,
instrument,  or  commitment  listed  in  the  Company  Disclosure
Schedule  is  pending or, to the Company's knowledge, threatened,
nor  is  there any basis for any of the foregoing. No  agreement,
instrument,  or  commitment  listed  in  the  Company  Disclosure
Schedule, (i) includes or incorporates any provision, the  effect
of  which  may be to enlarge or accelerate any of the obligations
of  the  Company or any of its Subsidiaries or to give additional
rights to any other party thereto, (ii) will terminate, lapse, or
(iii) in any other way be affected, by reason of the transactions
contemplated by this Agreement, the effect of which would have  a
Material   Adverse  Effect  on  the  Company  or   any   of   its
Subsidiaries, either individually or in the aggregate.






                          -13-




          2.17.     Employee Benefit Plans.

    (a)  Identification of Plans.  Except for the arrangements set
         forth in Section 2.17 of the Company Disclosure Schedule, neither
         the Company, nor any of its Subsidiaries, maintains or
         contributes to any pension, profit-sharing, deferred
         compensation, bonus, stock option, share appreciation right,
         severance, group or individual health, dental, medical, life
         insurance, survivor benefit, or similar plan, policy or
         arrangement, whether formal or informal, for the benefit of any
         director, member, officer, consultant, or employee of any of
         them, whether active or terminated; nor have any of them ever
         maintained or contributed to any such plan, policy, or
         arrangement that was subject to ERISA. Each of the arrangements
         set forth in Section 2.17 of the Company Disclosure Schedule is
         herein referred to as an "Employee Benefit Plan."

    (b)  Compliance with Terms and Law.  Each Employee Benefit Plan
         is and has been maintained and operated in compliance in all
         material respects with the terms of such plan and with the
         requirements prescribed (whether as a matter of substantive law
         or as necessary to secure favorable tax treatment) by any and all
         statutes, governmental, or court orders, or governmental rules or
         regulations in effect from time to time, including but not
         limited to ERISA and the Code, and applicable to such plan. Each
         Employee Benefit Plan that is intended to qualify under Section
         401(a) of the Code is so qualified.

    (c)  Absence of Certain Events and Arrangements.

      (i)  There is no pending or, to the Company's knowledge,
           threatened, legal action, proceeding, or investigation, other
           than routine claims for benefits, concerning any Employee Benefit
           Plan, or any fiduciary or service provider thereof and there is
           no basis for any such legal action or proceeding.

      (ii) No Employee Benefit Plan, nor any party in interest in
           respect thereof has engaged in a prohibited transaction that
           could subject the Company or any of its Subsidiaries, directly or
           indirectly, to liability under Section 409 or 502(i) of ERISA or
           Section 4975 of the Code.

    (iii)  No communication, report, or disclosure has been made
           that, at the time made, did not accurately reflect the terms and
           operations of any Employee Benefit Plan.






                          -14-




      (iv) No Employee Benefit Plan provides welfare benefits
           subsequent to termination of employment to employees or their
           beneficiaries (except to the extent required by applicable state
           insurance laws and Title I, Part 6 of ERISA).

      (v)  Neither the Company, nor any of its Subsidiaries, has
           undertaken to maintain any Employee Benefit Plan for any specific
           period of time and each such plan is terminable at the sole
           discretion of the Company or its Subsidiary, as the case may be,
           subject only to such constraints as may be imposed by applicable
           law.

      (vi) No Employee Benefit Plan is maintained pursuant to a
           collective bargaining agreement or is or has been subject to the
           minimum funding requirements of Section 302 of ERISA or Section
           412 of the Code.

    (d)  Funding of Certain Plans.  With respect to each Employee
         Benefit Plan for which a separate fund of assets is or is
         required to be maintained, full payment has been made of all
         amounts that, under the terms of each such plan, it is required
         to have paid as contributions to that plan as of the end of such
         plan's most recently ended year, and through the Closing hereof.

          2.18.     Potential Conflicts of Interest.

     Neither the Company, nor any of its Subsidiaries, nor any of
their  respective officers, members, directors, shareholders,  or
employees,  (i)  owns,  directly  or  indirectly,  any   interest
(excepting passive holdings for investment purposes of  not  more
than  2%  of  the  securities of any  publicly  held  and  traded
company)  in,  or is an officer, director, member,  employee,  or
consultant  of, any person that is a competitor, lessor,  lessee,
customer,  or supplier of the Company or any of its Subsidiaries;
(ii)  owns, directly or indirectly, any interest in any  tangible
or  intangible property used in or necessary to the  business  of
the  Company  or any of its Subsidiaries; (iii) to the  Company's
knowledge,  has  any  cause of action or other  claim  whatsoever
against the Company or any of its Subsidiaries, except for claims
in  the ordinary course of business, such as for accrued vacation
pay,  accrued benefits under employee benefit plans, and  similar
matters and agreements; or (iv) owes any amount to the Company or
any  of its Subsidiaries other than loans between the Company and
any of its Subsidiaries.

          2.19.     Proprietary Information.

    (a)  Section 2.19 of the Company Disclosure Schedule lists all
         patents, patent applications, trademarks, trade names, service
         marks, logos, copyrights, and licenses used in or necessary to
         the Company's or any of its Subsidiaries' business (other than
         for software programs that have not been customized for its use),
         as now being conducted or as proposed to be conducted
         (collectively, and together with any technology, know-how, trade
         secrets, processes, formulas, and techniques used in or necessary
         to the Company's or any of its Subsidiaries' business,
         "Proprietary Information"). The Company and/or its Subsidiaries
         own, or are licensed or otherwise have the full and unrestricted
         exclusive right to use, without the payment of royalties or other
         further consideration, all Proprietary Information, and no other
         intellectual property rights, privileges, licenses, contracts, or
         other agreements, instruments, or evidences of interests are
         necessary to or used in the conduct of their respective
         businesses.







                          -15-





    (b)  Each instance where the Company's or any of its
         Subsidiaries' rights to Proprietary Information arise under a
         license or similar agreements (other than for software programs
         that have not been customized for its use) is indicated in
         Section 2.19 of the Company Disclosure Schedule and such rights
         are licensed exclusively to such entity except as indicated in
         Section 2.19 of the Company Disclosure Schedule. No other person
         has an interest in, other than the licensor with respect to
         licensed Proprietary Information, or right or license to use,
         other than the licensor after the expiration of the license with
         respect to licensed Proprietary Information, any of the
         Proprietary Information. To the best of the Company's knowledge,
         none of the Proprietary Information is being infringed by others,
         or is subject to any outstanding order, decree, judgment, or
         stipulation. No litigation (or other proceedings in or before any
         court or other governmental, adjudicatory, arbitral, or
         administrative body) relating to the Proprietary Information is
         pending (other than litigation against the licensor of any
         Proprietary Information licensed to the Company with respect to
         which the Company has no knowledge) or, to the Company's
         knowledge, threatened, nor, to the best of the Company's
         knowledge, is there any basis for any such litigation or
         proceeding. The Company and each of its Subsidiaries maintains
         adequate and sufficient security measures for the preservation of
         the secrecy and proprietary nature of the Proprietary Information
         consistent with the practice in its industry.

    (c)  To the best of the Company's knowledge: (i) neither the
         Company, nor any of its Subsidiaries, nor any of their respective
         employees has infringed or made unlawful use of, or is, to the
         Company's knowledge, infringing or making unlawful use of, any
         proprietary or confidential information of any Person, including
         without limitation any former employer of any past or present
         employee or consultant of the Company or any of its Subsidiaries;
         and (ii) the activities of the Company's and each of its
         Subsidiaries respective employees in connection with their
         employment do not violate any agreements or arrangements that any
         such employees or consultants have with any former employer or
         any other Person. No litigation (or other proceedings in or
         before any court or other governmental, adjudicatory, arbitral,
         or administrative body) charging the Company or any of its
         Subsidiaries with infringement or unlawful use of any patent,
         trademark, copyright, or other proprietary right is pending or,
         to the Company's knowledge, threatened; nor is there any basis
         for any such litigation or proceeding.

    (d)  To the best of the Company's knowledge, no officer,
         director, member, employee, or consultant of the Company or any
         of its Subsidiaries is presently obligated under or bound by any
         agreement or instrument, or any judgment, decree, or order of any
         court of administrative agency, that (i) conflicts or may
         conflict with his or her agreements and obligations to use his or
         her best efforts to promote the interests of the Company or any
         of its Subsidiaries, (ii) conflicts or may conflict with the
         business or operations of the Company or any of its Subsidiaries
         as presently conducted or as proposed to be conducted, or

     (iii) restricts or may restrict the use or disclosure of any
           information that may be useful to the Company or any of its
           Subsidiaries.






                          -16-





          2.20.     Insurance.

     Section  2.20 of the Company Disclosure Schedule  lists  the
policies of theft, fire, liability, worker's compensation,  life,
property   and   casualty,  directors'  and  officers',   medical
malpractice, and other insurance owned or held by the Company and
each  of  its  Subsidiaries and the basis on which such  policies
provide coverage (i.e., an incurrence or claims-made basis).  All
such  policies  are, and at all times since the respective  dates
set  forth  in  Section 2.20 of the Company Disclosure  Schedule,
have  been,  in  full  force  and  effect,  are  sufficient   for
compliance  in  all  respects by the  Company  and  each  of  its
Subsidiaries  with all requirements of law and of all  agreements
to which it is a party, and provide that they will remain in full
force  and  effect  through the respective  dates  set  forth  in
Section  2.20  of the Company Disclosure Schedule, and  will  not
terminate or lapse or otherwise be affected in any way by  reason
of the transactions contemplated hereby.

          2.21.     Governmental and Other Third-Party Consents.

     No  consent, approval, or authorization of, or registration,
designation,   declaration,  or  filing  with,  any  governmental
authority,  federal or other, or any other person is required  on
the  part of the Company or any of its Subsidiaries in connection
with  the Company's execution, delivery, or performance  of  this
Agreement   or   the  Ancillary  Agreements  or   the   Company's
consummation of the transactions contemplated hereby or  thereby,
or  the  continued conduct of the present business of the Company
and each of its Subsidiaries after the Closing Date.

          2.22.     Employment of Officers, Employees.

     The Company SEC Documents set forth those persons who served
as  chief executive officer during the Company's 2002 fiscal year
and each of the Company's other executive officers who earned (or
accrued) compensation in excess of $100,000 during the year ended
December 31, 2002.

          2.23.     Brokers.

     No  finder, broker, agent, or other intermediary  has  acted
for  or  on  behalf of the Company or any of its Subsidiaries  in
connection   with   the  negotiation  or  consummation   of   the
transactions contemplated hereby, and no fee will be  payable  by
the  Company  or  any of its Subsidiaries to any such  person  in
connection with such transactions.

          2.24.     Compliance with Other Instruments, Laws, Etc.

     The  Company and each of its Subsidiaries has complied with,
and  is  in compliance with, (i) all laws, statutes, governmental
regulations,   judicial   or  administrative   tribunal   orders,
judgments,  writs,  injunctions, decrees,  and  similar  commands
applicable  to  it and its business, and all unwaived  terms  and
provisions  of  all agreements, instruments, and  commitments  to
which  it  is  a  party or to which it or any of  its  assets  or
properties is subject, except for any non-compliances that,  both
individually  and in the aggregate, have not had  and  could  not
reasonably  be  expected to have a Material Adverse  Effect,  and
(ii)  its  charter  documents  and  by-laws,  or  certificate  of
formation  or organization and operating agreement, as  the  case
may be, each as amended to date. Neither the Company, nor any  of
its  Subsidiaries, has committed, been charged with, or,  to  the
Company's  knowledge, been under investigation with  respect  to,
nor  does there exist, any violation by the Company or any of its
Subsidiaries of any provision of any federal, state, or local law
or  administrative  regulation, except for any  violations  that,
both  singly  or  in the aggregate, have not had  and  could  not
reasonably  be  expected to have a Material Adverse  Effect.  The
Company  and  each  of its Subsidiaries has  and  maintains,  and
Section  2.24  of the Company Disclosure Schedule  sets  forth  a
complete  and  correct list of, all such licenses,  permits,  and
other  authorizations from all such governmental  authorities  as
are  legally  required  for the conduct of  its  business  or  in
connection  with  the ownership or use of its properties,  except
for  any  such  licenses, permits, and other authorizations,  the
failure to obtain or maintain which in effect, both singly or  in
the  aggregate, has not had and could not reasonably be  expected
to  have  a Material Adverse Effect, and all of which (except  as
specifically described in Section 2.24 of the Company  Disclosure
Schedule)  are in full force and effect in all material respects,
and  true and complete copies of all of which have been delivered
to the Purchaser.






                          -17-





          2.25.     Compliance with Securities Laws.

     Assuming  the  accuracy  of  the  representations  of   each
Purchaser contained in Section 3 hereof, the offer, issuance, and
delivery  of  the  Purchased Securities as contemplated  by  this
Agreement  are exempt from the registration requirements  of  the
Securities Act, and are exempt from registration or qualification
under  applicable states' securities laws. Neither  the  Company,
nor  any of its Subsidiaries nor anyone acting on its behalf will
hereafter  offer  to sell, solicit offers to  buy,  or  sell  any
securities  of the Company or any of its Subsidiaries  so  as  to
subject the offer, issuance, and sale of the Purchased Securities
to the registration requirements of the Securities Act.

          2.26.     Foreign Corrupt Practices Act.

     Neither the Company, nor any of its Subsidiaries, has  taken
any action which would cause it to be in violation of the Foreign
Corrupt  Practices  Act  of 1977, as amended,  or  any  rules  or
regulations thereunder. To the Company's knowledge, there is  not
now,  and there has never been, any employment by the Company  or
any  of  its  Subsidiaries  of, or beneficial  ownership  in  the
Company  or  any  of  its Subsidiaries by,  any  governmental  or
political official in any country in the world.

          2.27.     Disclosure.

     No  representation  or  warranty  by  the  Company  in  this
Agreement,  in  the  Company  Disclosure  Schedule,  or  in   the
Ancillary  Agreements,  contains  or  will  contain  any   untrue
statement  of a material fact or omits or will omit  to  state  a
material  fact  required  to  be  stated  herein  or  therein  or
necessary to make the statements contained herein or therein  not
false  or  misleading. There is no fact or circumstance  relating
specifically to the business or condition of the Company  or  any
of  its Subsidiaries, other than such facts and circumstances  as
are  generally understood to affect the Company's industry,  that
could  reasonably  be expected to result in  a  Material  Adverse
Effect that is not disclosed in the Company Disclosure Schedule.

     3.   Representations and Warranties of the Purchaser.

     In  order to induce the Company to enter into this Agreement
and  to  sell  the  Purchased Securities,  the  Purchaser  hereby
represents  and  warrants to the Company as follows,  subject  in
each  case  to  such exceptions as are set forth in the  attached
Purchaser Disclosure Schedule in the section thereof numbered and
captioned  to  correspond  to  the  specific  representation   or
warranty to which such exception relates.

          3.1. Investment Representations.

     Purchaser  is  an "accredited investor" as defined  in  Rule
501(a)  promulgated under the Securities Act, was  not  organized
for  the  specific  purpose of acquiring the  securities  offered
hereby,  and  has such knowledge and experience in financial  and
business matters that it is capable of evaluating the merits  and
risks  of  the  transactions contemplated under  this  Agreement.
Purchaser's financial condition is such that it is able  to  bear
all  economic  risks  of investment in the Purchased  Securities,
including a complete loss of its investment therein. The  Company
has  provided  Purchaser with adequate access  to  financial  and
other  information  concerning  the  Company  as  requested   and
Purchaser has had the opportunity to ask questions of and receive
answers from the Company concerning the transactions contemplated
by   this  Agreement  and  to  obtain  therefrom  any  additional
information  necessary to make an informed decision regarding  an
investment  in the Company. Purchaser is acquiring the  Purchased
Securities  solely  for  investment  purposes,  with  no  present
intention  of  distributing or reselling  any  of  the  Purchased
Securities or any interest therein. Purchaser is aware  that  the
Purchased  Securities will not be registered under the Securities
Act,  and  that neither the Purchased Securities nor any interest
therein may be sold, pledged, or otherwise transferred unless the
Purchased Securities are registered under the Securities  Act  or
qualify for an exemption under the Securities Act.






                          -18-





          3.2. Organization and Authority.

     The  Purchaser  is  a  corporation duly  organized,  validly
existing,  and in good standing under the laws of  its  state  of
incorporation.  The  Purchaser  has  all  requisite   power   and
authority to own or lease and operate its properties and to carry
on its business as now conducted and as proposed to be conducted.

          3.3. Corporate Power; Binding Effect.

     The  Purchaser has all requisite power and full legal  right
to   execute  and  deliver  this  Agreement  and  the   Ancillary
Agreements,  and to perform all of its obligations hereunder  and
thereunder  in  accordance with the respective terms  hereof  and
thereof.  This  Agreement and the Ancillary  Agreements  and  the
transactions  contemplated  hereby and  thereby  have  been  duly
approved and authorized by all requisite corporate action on  the
part  of the Purchaser, and this Agreement has been duly executed
and  delivered by the Purchaser and constitutes, and each of  the
Ancillary  Agreements,  when  executed  and  delivered   by   the
Purchaser  at the Closing, will constitute, a legal,  valid,  and
binding  obligation of the Purchaser, enforceable against  it  in
accordance  with  its respective terms. The execution,  delivery,
and  performance  by  the  Purchaser of this  Agreement  and  the
Ancillary  Agreements in accordance with their respective  terms,
and  the  consummation  by  the  Purchaser  of  the  transactions
contemplated hereby or thereby, will not result (with or  without
the  giving  of  notice  or the lapse of time  or  both)  in  any
conflict, violation, breach, or default, or the creation  of  any
Lien,  or the termination, acceleration, vesting, or modification
of  any  right  or  obligation, under or in respect  of  (x)  the
charter  documents or by-laws of the Purchaser, (y) any judgment,
decree,  order,  statute,  rule,  or  regulation  binding  on  or
applicable  to the Purchaser, or (z) any agreement or  instrument
to  which the Purchaser is a party or by which any of its  assets
is or are bound.

          3.4. Listed Contracts.

     The Purchaser has delivered or caused to be delivered to the
Company correct and complete copies (or written summaries of  the
material  terms  of  oral agreements or understandings)  of  each
agreement,  instrument, and commitment which comprise the  Listed
Contracts,  listed on Exhibit A, each as amended  to  date.  Each
Listed Contract is a valid, binding and enforceable obligation of
the  Purchaser, and, to the Purchaser's knowledge, of  the  other
party  or  parties  thereto, and is in  full  force  and  effect.
Neither  the  Purchaser is nor, to the Purchaser's knowledge,  is
any  other party thereto, (nor is the Purchaser considered by any
other party thereto to be) in breach of or noncompliance with any
term  of any Listed Contract (nor is there any basis for  any  of
the  foregoing),  except for any breaches or noncompliances  that
singly  or  in  the  aggregate would not have a Material  Adverse
Effect. Other than in the ordinary course of business, no  claim,
change  order, request for equitable adjustment, or  request  for
contract price or schedule adjustment, between the Purchaser  and
any  supplier,  customer  or any other person,  relating  to  any
Listed  Contract  is  pending or, to the  Purchaser's  knowledge,
threatened, nor is there any basis for any of the foregoing. Each
Listed  Contract is assignable by the Purchaser  to  the  Company
without the consent of any other person.






                          -19-





          3.5. Litigation, Etc.

     No  litigation,  arbitration, action, suit,  claim,  demand,
proceeding  or investigation (whether conducted by or before  any
judicial  or  regulatory body, arbitrator,  commission  or  other
person)  is pending or, to the Purchaser's knowledge, threatened,
against  the Purchaser, nor is there any basis therefor known  to
the Purchaser.

          3.6. Potential Conflicts of Interest.

     Neither  the  Purchaser nor any of its officers,  directors,
shareholders, or employees (i) owns, directly or indirectly,  any
interest  (excepting passive holdings for investment purposes  of
not  more  than  2%  of the securities of any publicly  held  and
traded company) in, or is an officer, director, member, employee,
or  consultant  of,  any  person that is  a  competitor,  lessor,
lessee,  customer,  or  supplier of the Company  or  any  of  its
Subsidiaries; (ii) owns, directly or indirectly, any interest  in
any  tangible or intangible property used in or necessary to  the
business of the Company or any of its Subsidiaries; (iii) to  the
Company's  knowledge,  has any cause of  action  or  other  claim
whatsoever against the Company or any of its Subsidiaries, except
for  claims  in  the  ordinary course of business,  such  as  for
accrued  vacation  pay, accrued benefits under  employee  benefit
plans,  and  similar matters and agreements;  or  (iv)  owes  any
amount to the Company or any of its Subsidiaries.

          3.7. Brokers.

     No  finder, broker, agent, or other intermediary  has  acted
for  or  on  behalf  of  the Purchaser  in  connection  with  the
negotiation  or  consummation  of the  transactions  contemplated
hereby, and no fee will be payable by the Company or any  of  its
Subsidiaries  to  any  such  person  in  connection   with   such
transactions.

          3.8. Compliance with Other Instruments, Laws, Etc.

     The  Purchaser has complied with, and is in compliance with,
(i)  all  laws, statutes, governmental regulations,  judicial  or
administrative  tribunal orders, judgments,  writs,  injunctions,
decrees,  and similar commands applicable to it and its business,
and   all  unwaived  terms  and  provisions  of  all  agreements,
instruments, and commitments to which it is a party or  to  which
it  or any of its assets or properties is subject, except for any
non-compliances  that, both individually and  in  the  aggregate,
have  not  had  and could not reasonably be expected  to  have  a
Material Adverse Effect, and (ii) its charter documents  and  by-
laws,  each  as amended to date. The Purchaser has not committed,
been  charged with, or, to the Purchaser's knowledge, been  under
investigation  with  respect  to,  nor  does  there  exist,   any
violation  by  the  Purchaser of any provision  of  any  federal,
state, or local law or administrative regulation, except for  any
violations  that, both singly or in the aggregate, have  not  had
and  could not reasonably be expected to have a Material  Adverse
Effect. The Purchaser has and maintains, and Section 3.8  of  the
Purchaser  Disclosure Schedule sets forth a complete and  correct
list  of,  all  such licenses, permits, and other  authorizations
from  all  such governmental authorities as are legally  required
for  the  conduct  of  its  business or in  connection  with  the
ownership or use of its properties, except for any such licenses,
permits,  and  other  authorizations, the failure  to  obtain  or
maintain  which  in effect, both singly or in the aggregate,  has
not  had  and could not reasonably be expected to have a Material
Adverse   Effect,  and  all  of  which  (except  as  specifically
described  in  Section 3.8 of the Purchaser Disclosure  Schedule)
are  in full force and effect in all material respects, and  true
and  complete copies of all of which have been delivered  to  the
Company.






                          -20-





          3.9. Foreign Corrupt Practices Act.

     The Purchaser has taken no action which would cause it to be
in  violation of the Foreign Corrupt Practices Act  of  1977,  as
amended,  or  any  rules  or  regulations  thereunder.   To   the
Purchaser's  knowledge, there is not now,  and  there  has  never
been, any employment by the Purchaser of, or beneficial ownership
in  the  Purchaser by, any governmental or political official  in
any country in the world.

          3.10.     Disclosure.

     No  representation  or  warranty by the  Purchaser  in  this
Agreement,  in  the  Purchaser Disclosure  Schedule,  or  in  the
Ancillary  Agreements,  contains  or  will  contain  any   untrue
statement  of a material fact or omits or will omit  to  state  a
material  fact  required  to  be  stated  herein  or  therein  or
necessary to make the statements contained herein or therein  not
false  or  misleading. There is no fact or circumstance  relating
specifically to the business or condition of the Purchaser, other
than such facts and circumstances as are generally understood  to
affect  the  Purchaser's  industry,  that  could  reasonably   be
expected  to  result  in a Material Adverse Effect  that  is  not
disclosed in the Purchaser Disclosure Schedule.

     4.   Covenants.

     The Purchaser covenants that until the second anniversary of
the  date of this Agreement, the Purchaser will comply with  each
of  the  following covenants.  Notwithstanding the foregoing,  in
the  event that the Purchased Securities are released from escrow
as  set  forth in Section 1.5 above, the terms and conditions  of
this Section 4 shall be terminated and null and void.

          4.1. Voting Agreement.

    (a)  Agreement with Respect to Voting.

      (i)  Purchaser shall vote any and all shares of the Company's
           capital stock held by it from time to time, and shall use its
           best efforts to cause the several members of the Company's Board
           of Directors whom it has nominated to vote to maintain the
           membership of the Board of Directors in accordance with the terms
           and conditions of this Agreement, as set forth in Section 4.1(b),
           and to cause the Company to act or abstain from acting, in
           accordance with all of the provisions of this Agreement.

      (ii) If the Purchaser fails or refuses to vote its shares of the
           Company's capital stock as required by, or votes its shares of
           the Company's capital stock in contravention of, this Agreement,
           then Nana Yalley and Jon J. Jannotta, and each of them, shall
           have an irrevocable proxy and power of attorney, coupled with an
           interest, to vote such shares of shares of the Company's capital
           stock in accordance with this Agreement, and the Purchaser hereby
           grants to each of Nana Yalley and Jon J. Jannotta an irrevocable
           proxy.

    (b)  Board of Directors.  The Board of Directors shall be
         comprised of five (5) directors, designated as follows:

      (i)  One of the directors shall be Nana Yalley for so long as he
           shall remain the President of the Company.

      (ii) One of the directors shall be one of the following
           individuals: Benedict L. Paglia, Roger Paglia or Jon J. Jannotta.

     (iii) Three of the directors shall be designated by the
           Purchaser.






                          -21-




          4.2. Non-competition.

    (a)  Other than as the Purchaser has already disclosed to the
         Company concerning the Purchaser's current activities and
         operations and as expanded in the future in businesses
         competitive with the Company's, all of which are expressly
         excluded from the terms of this Section 4.2, the Purchaser will
         not, directly or indirectly, own any interest in, participate or
         engage in, assist, render any services (including advisory
         services) to, become associated with, work for, or otherwise
         become in any way or manner connected with the ownership,
         management, operation, or control of, any person that engages in,
         or assists others in engaging in or conducting any business,
         which deals, directly or indirectly, in products or services
         competitive with the Company's, or any of its Subsidiaries',
         product line or services, anywhere in the world; provided,
         however, that the above shall not be deemed to prohibit the
         Purchaser from owning or acquiring securities issued by any
         corporation whose securities are listed with a national
         securities exchange or are traded in the over-the-counter market,
         provided that the Purchaser at no time owns, directly or
         indirectly, beneficially or otherwise, two (2%) percent or more
         of any class of any such corporation's outstanding capital stock.

    (b)  Except as specifically provided in this subsection (b),
         notwithstanding anything contained in subsection (a) above, the
         Purchaser will not knowingly provide or solicit to provide to any
         person any goods or services which are competitive with those
         provided by the Company or any of its Subsidiaries, or which
         would be competitive with the goods or services that the Company
         or any of its Subsidiaries has planned to provide to any customer
         of the Company or any of its Subsidiaries.

    (c)  The Purchaser agrees that it shall not divulge to others,
         nor shall he use to the detriment of the Company or any of its
         Subsidiaries, or in any business or process of manufacture
         competitive with or similar to any technology, business or
         process of manufacture engaged in by the Company or any of its
         Subsidiaries, any confidential or trade secret information
         relating to technology, sales, salesmen, sales volume or
         strategy, customers, formulas, processes, methods, machines,
         manufactures, compositions, ideas, improvements or inventions
         belonging to or relating to the business of the Company or its
         Subsidiaries.

    (d)  The Purchaser will neither solicit, hire or seek to solicit
         or hire any of the Company's or any of its Subsidiaries'
         personnel in any capacity whatsoever nor shall the Purchaser
         induce or attempt to induce any of the Company's or any of its
         Subsidiaries' personnel to leave the employ of the Company to
         work for the Purchaser or otherwise.






                          -22-




     5.   Restrictions on Transfer.

          5.1. General Restriction.

     The  Purchased  Securities  and  all  securities  issued  in
exchange   therefor  (for  purposes  of  this  Section   5,   the
"Restricted  Securities"),  will be transferable  only  upon  the
satisfaction of the conditions set forth in this Section  5.  Any
transfer  or  purported transfer in violation of this  Section  5
will be void.

          5.2. Notice of Transfer.

     Subject  to  Section  8.6, prior  to  any  transfer  of  any
Restricted  Securities,  the holder  thereof  will  give  written
notice  to the Company describing in reasonable detail the manner
and  terms  of  the  proposed transfer and the  identity  of  the
proposed transferee, accompanied by the written agreement of  the
proposed  transferee to be bound by all of the provisions  hereof
and  of  the Ancillary Agreements applicable to holders  of  such
Restricted Securities hereunder or thereunder.

          5.3. Restrictive Legends.

     For  so  long as the Purchased Securities remain subject  to
the  restrictions on transfer set forth in this  Section  5,  the
certificates  representing such Purchased  Securities  will  bear
restrictive legends in substantially the following forms:

                  The   securities   represented   by   this
          certificate  have  not been registered  under  the
          Securities   Act   of  1933,   as   amended   (the
          "Securities  Act"),  and may be  transferred  only
          pursuant  to  an effective registration  statement
          under the Securities Act or in accordance with  an
          applicable   exemption   from   the   registration
          requirements of the Securities Act.

                  The   securities   represented   by   this
          certificate are subject to certain restrictions on
          transfer  set forth in a Stock Purchase  Agreement
          dated  as  of  July 18, 2003, by and  between  the
          issuer  of  such  securities  and  the  registered
          holder  of  this  certificate  (or  such  holder's
          predecessor-in-interest). A copy of such agreement
          is  on file and may be inspected by the registered
          holder   of  this  certificate  at  the  principal
          executive office of the issuer.

          5.4. Termination of Restrictions.

     The   restrictions  imposed  by  this  Section  5  upon  the
transferability of Restricted Securities will terminate as to any
particular  Restricted Securities when such Restricted Securities
have  been  sold pursuant to an effective registration  statement
under  the  Securities Act, or pursuant to  Rule  144  under  the
Securities  Act  or  any  other exemption from  the  registration
requirements  of  the  Securities  Act  pursuant  to  which   the
transferee   receives   securities  that  are   not   "restricted
securities"  within the meaning of that term as defined  in  Rule
144(a)(3). Whenever any of such restrictions terminates as to any
Restricted  Securities, the holder thereof will  be  entitled  to
receive   from  the  Company,  at  the  Company's  expense,   new
certificates representing such Purchased Securities, without  the
applicable restrictive legends.

     6.   Expenses; Indemnification.






                          -23-




    (a)  The Company hereby agrees to pay on demand all reasonable
         out-of-pocket expenses (including without limitation the
         reasonable fees and charges for disbursements of one counsel to
         the Purchaser) incurred by the Purchaser or any holder of any of
         the Purchased Securities issued hereunder in connection with the
         enforcement of any rights hereunder, or with respect to any of
         the Purchased Securities, including without limitation, (a) the
         cost and expenses of preparing and duplicating this Agreement and
         the Purchased Securities; (b) the cost of delivering to each
         Purchaser's principal office, insured to such Purchaser's
         satisfaction, the Purchased Securities sold to such Purchaser
         hereunder and any Purchased Securities delivered to such
         Purchaser in exchange therefor or upon any exchange, or
         substitution thereof; and (c) recording fees and filing fees and
         documentary stamp and similar taxes at any time payable in
         respect of this Agreement or the issuance of any of the Purchased
         Securities.

    (b)  All covenants, agreements, representations, and warranties
         made herein or in the Ancillary Agreements or any other document
         referred to herein or delivered to the Purchaser pursuant hereto
         will be deemed to have been relied on by the Purchaser,
         notwithstanding any investigation made by or on behalf of the
         Purchaser, and will survive the Closing. The Company will
         indemnify, defend, and hold harmless each Purchaser, and each of
         Purchaser's partners, stockholders, officers, directors,
         employees, agents, and representatives, from and against any and
         all Damages incurred by any of them in any capacity and resulting
         from or relating to the material breach by the Company of any of
         its representations, warranties, covenants, or agreements
         contained in this Agreement or in the Ancillary Agreements or any
         other document referred to herein or delivered to the Purchaser
         pursuant hereto.

    (c)  The obligations of the Company under this Section 6 will
         survive transfer of the Purchased Securities and the termination
         of this Agreement.

     7.   Definitions.

          7.1. Certain Defined Terms.

     For  all purposes of this Agreement the following terms will
have   the  meanings  set  forth  or  cross-referenced  in   this
Section 7:

     "Affiliate"  means any other person directly  or  indirectly
controlling,  controlled by, or under direct or  indirect  common
control  with,  the  Company  (or other  referenced  person)  and
includes  without limitation, (a) any person who is  an  officer,
director, or direct or indirect beneficial holder of at least  5%
of  the  then outstanding capital stock of the Company (or  other
referenced  person), and any of the Family Members  of  any  such
person,  (b) any person of which the Company (or other referenced
person)  and/or its Affiliates (as defined in clause (a)  above),
directly or indirectly, either beneficially own(s) at least 5% of
the  then outstanding equity securities or constitute(s) at least
a  5%  equity participant, (c) in the case of a specified  person
who  is an individual, Family Members of such person, and (d)  in
the case of the Purchaser, any entities for which a Purchaser  or
any  of its Affiliates serve as general partner and/or investment
adviser  or in a similar capacity, and all mutual funds or  other
pooled  investment  vehicles or entities  under  the  control  or
management of such Purchaser or the general partner or investment
adviser  thereof,  or  any Affiliate  of  any  of  them,  or  any
Affiliates of any of the foregoing.

     "Affiliated  Group" has the meaning given to it  in  Section
1504  of  the  Code,  and  in  addition  includes  any  analogous
combined,  consolidated, or unitary group, as defined  under  any
applicable state, local, or foreign income Tax law.





                          -24-




     "Ancillary   Agreements"  means  the   Registration   Rights
Agreement  and  any  other  agreement or  document  delivered  or
executed in connection with this Agreement.

     "CERCLA"  means  the  Comprehensive Environmental  Response,
Compensation and Liability Act of 1980, as amended.

     "Certificate  of  Incorporation" means  the  Certificate  of
Incorporation of the Company as the same may be amended from time
to time.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Common Stock" means the common stock, $0.001 par value  per
share, of the Company.

     "Damages"  means  all  damages,  losses,  claims,   demands,
actions,  causes  of  action,  suits, litigations,  arbitrations,
liabilities,  costs, and expenses, including  without  limitation
court costs and the fees and expenses of counsel and experts.

     "Derivative  Securities" means (i) all shares of  stock  and
other  securities  that are convertible into or exchangeable  for
shares of Common Stock, and (ii) all options, warrants, and other
rights   to   acquire  shares  of  Common  Stock  or   securities
convertible into or exchangeable for shares of Common Stock.

     "Environmental  Laws"  means,  collectively,  the   Resource
Conservation  and Recovery Act, CERCLA, the Superfund  Amendments
and Reauthorization Act of 1986, the Federal Clean Water Act, the
Federal Clean Air Act, the Toxic Substances Control Act, and  any
and all state or local statutes, regulations, ordinances, orders,
and decrees relating to health, safety, or the environment, each,
as the case may be, as amended.

     "EPA"  means  the  United  States  Environmental  Protection
Agency.

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "Family  Members" means, as applied to any  individual,  any
parent,  spouse, child, spouse of a child, brother or  sister  of
the individual, and each trust created for the benefit of one  or
more  of such persons and each custodian of a property of one  or
more such persons and the estate of any such persons.

     "GAAP"  means generally accepted accounting principles  that
are (i) consistent with the principles promulgated or adopted  by
the  Financial  Accounting Standards Board and its  predecessors,
(ii)  applied  on  a  basis consistent with  prior  periods,  and
(iii)  such that, insofar as the use of accounting principles  is
pertinent,  a  certified  public  accountant  could  deliver   an
unqualified opinion with respect to financial statements in which
such principles have been properly applied.

     "Hazardous  Substances" means, collectively,  any  hazardous
waste,   as   defined  by  42  U.S.C.   6903(5),  any   hazardous
substances  as defined by 42 U.S.C.  9601(14), any  pollutant  or
contaminant  as  defined  by 42 U.S.C.  9601(33),  or  any  toxic
substance,  methane  gas, oil, or hazardous  materials  or  other
chemicals or substances regulated by any Environmental Laws.

     "Holder"  means,  as of the relevant time  of  reference,  a
holder of Purchased Securities.

     "Indebtedness"  means  (a)  all  indebtedness  for  borrowed
money,  whether  current or long-term, or secured  or  unsecured,
(b)  all indebtedness for the deferred purchase price of property
or  services represented by a note or security agreement, (c) all
indebtedness  created or arising under any  conditional  sale  or
other  title  retention  agreement (even though  the  rights  and
remedies  of  the  seller or lender under such agreement  in  the
event  of default may be limited to repossession or sale of  such
property),  (d)  all  indebtedness secured by  a  purchase  money
mortgage  or  other lien to secure all or part  of  the  purchase
price  of  property subject to such mortgage  or  lien,  (e)  all
obligations under leases that have been or must be, in accordance
with  GAAP, recorded as capital leases in respect of which it  is
liable  as  lessee,  (f)  any liability in  respect  of  banker's
acceptances or letters of credit, and (g) all indebtedness of any
person  that is directly or indirectly guaranteed by the  Company
or  that it has agreed (contingently or otherwise) to purchase or
otherwise acquire or in respect of which it has otherwise assured
a creditor against loss.





                          -25-




     "Liens" means any and all liens, claims, mortgages, security
interests, charges, encumbrances, and restrictions on transfer of
any  kind,  except: (i) in the case of references to  securities,
any  of  the same arising under applicable securities laws solely
by  reason of the fact that such securities were issued  pursuant
to  exemptions  from  registration under  such  securities  laws,
(ii) real estate taxes not yet due and payable, (iii) any lien in
favor  of any landlord for unpaid rent, additional rent, or other
charges,  which  lien is created by statute or  under  any  lease
under which the Company or any of its Subsidiaries is lessee, and
(iv)  liens relating to accounts payable incurred in the ordinary
course of business.

     "Majority  Holders"  means,  as  of  the  relevant  time  of
reference,  the  record holders of at least seventy-five  percent
(75%)  of  the shares of Common Stock sold and purchased pursuant
to this Agreement.

     "Material  Adverse  Effect" means,  with  reference  to  the
Company or any of its Subsidiaries, a material adverse effect  on
the  condition  (financial or otherwise),  operations,  business,
assets,  or  prospects of the Company or any of its Subsidiaries,
or on the Company's ability to consummate the transactions hereby
contemplated.

     "Person"  or  "person"  (regardless of whether  capitalized)
means  any  natural  person,  entity, or  association,  including
without   limitation   any  corporation,   partnership,   limited
liability company, government (or agency or subdivision thereof),
trust, joint venture, or proprietorship.

     "Registration  Rights  Agreement"  means  the   Registration
Rights  Agreement, dated as of the date hereof, among the Company
and the Purchaser in the form of the attached Exhibit C.

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended,  or  any successor federal statute, and  the  rules  and
regulations of the Securities and Exchange Commission thereunder,
all as the same are in effect at the relevant time of reference.

     "Subsidiary"  means,  with  respect  to  any   person,   any
corporation or limited liability company a majority (by number of
votes)  of  the  outstanding shares of any class  or  classes  or
membership  interests, as the case may be, of which  are  at  the
time  owned by such person or by a Subsidiary of such person,  if
the  holders of the shares of such class or classes or membership
interests, as the case may be, (a) are ordinarily, in the absence
of contingencies, entitled to vote for the election of a majority
of the directors (or persons performing similar functions) of the
issuer  thereof,  even  though the right  so  to  vote  has  been
suspended by the happening of such a contingency, or (b)  are  at
the time entitled, as such holders, to vote for the election of a
majority   of  the  directors  (or  persons  performing   similar
functions) of the issuer thereof, whether or not the right so  to
vote exists by reason of the happening of a contingency.

     "Tax" or "Taxes" means any federal, state, local, or foreign
income,   gross   receipts,  franchise,  estimated,   alternative
minimum,  add-on  minimum,  sales, use,  transfer,  registration,
value  added,  excise,  severance,  stamp,  occupation,  premium,
windfall   profit,  customs,  duties,  real  property,   personal
property,    capital   stock,   intangibles,   social   security,
unemployment,  disability, payroll, license, employee,  or  other
tax  or  levy,  of any kind whatsoever, including  any  interest,
penalties, or additions to tax in respect of the foregoing.





                          -26-




     "Tax  Return"  means any return, declaration, report,  claim
for  refund, information return, or other document (including any
related    or   supporting   estimates,   elections,   schedules,
statements,  or  information) filed or required to  be  filed  in
connection  with the determination, assessment, or collection  of
any  Tax  or  the  administration of any  laws,  regulations,  or
administrative requirements relating to any Tax.

          7.2. Terms Defined Elsewhere.

     The  following  terms  are defined herein  in  the  sections
identified below:

     Term              Section      Term                         Section
    ------            ---------     -----                        -------
     Agreement         Preamble     Proprietary Information        2.19

     Closing             1.3        Purchased Securities           1.1

     Closing Date        1.3        Purchaser                   Preamble

     Company           Preamble     Restricted Securities          5.1

     Employee Benefit   2.17(a)
     Plan


     8.   Status of Schedules and Exhibits as of Signature Date.

    (a)  The parties each acknowledge and agree that as of the date
         this Agreement is executed and delivered, none of the Schedules
         or Exhibits to this Agreement have been prepared, delivered,
         reviewed or approved by the parties or their respective counsel.
         In addition to and without in any way limiting any other express
         or implied condition precedent to the obligations of any party
         under this Agreement, the obligations of the parties under this
         Agreement are hereby made subject to and contingent upon the
         following:

     (i)  The preparation, delivery and approval by the parties of all
          of the Schedules described in this Agreement;

     (ii) The preparation, delivery and approval by the parties of all
          of the Exhibits to this Agreement; and

    (iii) All other express and implied conditions precedent to
          the obligations of the parties under this Agreement shall have
          been satisfied or waived at or prior to the Closing.

    (b)  In addition, notwithstanding any other term, condition,
         covenant or provision of this Agreement or of any other
         agreement, the parties have not made, and shall not be deemed to
         have made by their execution and delivery of this Agreement, any
         representation or warranty with respect to any:

     (iv) Schedule described in this Agreement;

     (v)  Exhibit to this Agreement;





                          -27-




     (vi) Document or state of facts pertaining to any Schedule or
          Exhibit to this Agreement; or

    (vii) The intended contents to any document or state of facts
          pertaining to any Schedule or Exhibit to this Agreement.

           Any representations or warranties with respect  to
those  matters or items shall be made (unless waived or  amended)
only  as  of  the  Closing Date, and only  with  respect  to  the
Schedules  and  Exhibits attached to this  Agreement  as  of  the
Closing Date.

     9.   Miscellaneous Provisions.

          9.1. Amendments, Consents, Waivers, Etc.

    (a)  This Agreement or any provision hereof may be amended or
         terminated by the agreement of the Company and the Purchaser, and
         the observance of any provision of this Agreement that is for the
         benefit of the Purchaser may be waived (either generally or in a
         particular instance, and either retroactively or prospectively),
         and any consent, approval, or other action to be given or taken
         by the Purchaser pursuant to this Agreement may be given or taken
         by the consent of the Purchaser.

    (b)  No course of dealing between the Company and the Purchaser
         will operate as a waiver of any of the Company's or the
         Purchaser's rights under this Agreement. No waiver of any breach
         or default hereunder will be valid unless in a writing signed by
         the waiving party. No failure or other delay by any person in
         exercising any right, power, or privilege hereunder will be or
         operate as a waiver thereof, nor will any single or partial
         exercise thereof preclude any other or further exercise thereof
         or the exercise of any other right, power, or privilege.

          9.2. Notices.

     All  notices,  requests,  payments,  instructions  or  other
documents to be given hereunder will be in writing or by  written
telecommunication, and will be deemed to have been duly given  if
(i)  delivered personally (effective upon delivery), (ii)  mailed
by  certified  mail,  return receipt requested,  postage  prepaid
(effective five business days after dispatch), (iii)  sent  by  a
reputable, established courier service that guarantees  overnight
delivery (effective the next business day) or (iv) dispatched  by
facsimile  (if  the  facsimile  is in  complete,  readable  form,
effective upon dispatch), addressed as follows (or to such  other
address  as the recipient party may have furnished to the sending
party for the purpose pursuant to this Section 8.2):

     (a)  If to the Company:

          Media and Entertainment.com, Inc.
          10120 S. Eastern Avenue, Suite 200
          Las Vegas, NV 89052
          Attention: Jon J. Jannotta
          Facsimile No.: (702) 492-1262

          with copies sent at the same time and by the same means
          to:

          Elliot H. Lutzker, Esq.
          Snow Becker Krauss P.C.
          605 Third Avenue
          New York, NY 10158-0125
          Facsimile No. (212) 949-7052





                          -28-




     (b)  If to the Purchaser:

          Winsonic Holdings, Ltd.
          One Wilshire Building
          624 S. Grand Avenue, Suite 1100
          Los Angeles, CA 90017
          Attention: Winston Johnson
          Facsimile No.: (213) 489-2356

          with a copy sent at the same time and by the same means
          to:

          Michael G. Homeier, Esq.
          Wasserman, Comden, Casselman & Pearson L.L.P.
          11755 Wilshire Boulevard, Suite 1230
          Los Angeles, CA 90025
          Facsimile No.: (310) 477-7663

          9.3. Counterparts.

     This  Agreement may be executed by the parties  in  separate
counterparts,  each of which when so executed and delivered  will
be an original, but all of which together will constitute one and
the  same  instrument. In pleading or proving this Agreement,  it
will  not  be necessary to produce or account for more  than  one
such counterpart.

          9.4. Captions.

     The  captions  of sections or subsections of this  Agreement
are for reference only and will not affect the interpretation  or
construction of this Agreement.

          9.5. Binding Effect and Benefits.

     This  Agreement  will bind and inure to the benefit  of  the
parties  hereto  and  their respective successors  and  permitted
assigns.  Except  as  otherwise provided in this  Agreement,  the
provisions of this Agreement that are for the Purchaser's benefit
will  inure  to  the  benefit  of all  permitted  transferees  of
Purchased  Securities,  and  the applicable  provisions  of  this
Agreement  that  bind the Purchaser will bind all transferees  of
Purchased Securities. Nothing in this Agreement is intended to or
will  confer any rights or remedies on any person other than  the
parties  hereto  and  their respective successors  and  permitted
assigns.

          9.6. Assignment.

     This Agreement and the rights and obligations hereunder  may
not be assigned by the Company without the written consent of the
Purchaser.  Subject to the terms of Section 5 of this  Agreement,
this  Agreement and the rights and obligations hereunder and  the
Purchased  Securities may be transferred by each of the Purchaser
in  its  sole discretion at any time, without the consent of  the
Company.





                          -29-




          9.7. Construction.

     The  language used in this Agreement is the language  chosen
by  the  parties to express their mutual intent, and no  rule  of
strict construction will be applied against either party.

          9.8. Further Assurances.

     From time to time on and after the Closing Date, the Company
and  the  Purchaser will promptly execute and  deliver  all  such
further  instruments and assurances, and will promptly  take  all
such  further actions, as the other party may reasonably  request
in  order  more effectively to effect or confirm the transactions
contemplated  by  this  Agreement and/or  any  of  the  Ancillary
Agreements and to carry out the purposes hereof and thereof.

          9.9. Severability.

     No  invalidity  or unenforceability of any section  of  this
Agreement  or  any portion thereof will affect  the  validity  or
enforceability  of  any other section or the  remainder  of  such
section.

          9.10.     Equitable Relief.

     Each  of  the parties acknowledges that any breach  by  such
party  of his, her, or its obligations under this Agreement would
cause  substantial and irreparable damage to one or more  of  the
other  parties  and  that money damages would  be  an  inadequate
remedy  therefor. Accordingly, each party agrees that  the  other
parties  or  any  of  them  will be entitled  to  an  injunction,
specific  performance, and/or other equitable relief  to  prevent
the breach of such obligations.

          9.11.     Entire Agreement.

     This  Agreement,  together with the exhibits  and  schedules
hereto   and  the  Ancillary  Agreements,  contains  the   entire
understanding  and  agreement among the parties,  or  between  or
among  any  of  them, and supersedes any prior understandings  or
agreements  between  or among any of them, with  respect  to  the
subject matter hereof. Notwithstanding the foregoing or any other
provision of this Agreement or the Ancillary Agreements,  nothing
herein  or  therein will be deemed to terminate or supersede  any
other agreements not specifically terminated or superseded herein
or therein.

          9.12.     Governing Law.

     This  Agreement  will  be governed by  and  interpreted  and
construed  in accordance with the internal laws of the  State  of
Delaware, as applied to agreements under seal made, and  entirely
to be performed, within Delaware.

      [The rest of this page is intentionally left blank.]











                          -30-




                           SIGNATURES

     IN  WITNESS  WHEREOF,  the Company and  the  Purchaser  have
executed this Agreement as an agreement under seal on and  as  of
the date first above written.

MEDIA   AND  ENTERTAINMENT.COM,  WINSONIC HOLDINGS, LTD.
INC.

                                 By:  /s/  Winston Johnson
By:  /s/  Jon Jannotta               -----------------------
    ------------------           Name:     Winston Johnson
Name:     Jon Jannotta
                                 Title:    President
Title:    Exec. V.P.