EXHIBIT 10.1

                      PURCHASE OF ASSETS AND SALE AGREEMENT

                                BETWEEN AND AMONG

                   BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC..

                                       AND

                               NEULOGIC MEDIA, LLC



                                   DATED AS OF

                                October 31, 2005

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                      PURCHASE OF ASSETS AND SALE AGREEMENT

            This PURCHASE OF ASSETS AND SALE AGREEMENT  (this  "Agreement")  has
been made and entered into as of the 31st day of October, 2005 between and among
BrightStar Information Technology Group, Inc., a Delaware corporation ("Buyer"),
and Neulogic Media LLC, an Ohio limited  liability  company with offices at 4653
Trueman Blvd., Hilliard, Ohio 43026 ("Seller" or the "Company").

                             W I T N E S S E T H:
                             - - - - - - - - - -

            WHEREAS,  the  Company  is  engaged  in the  business  of  providing
e-communication  solutions  and  content  management  systems  to clients in the
not-for-profit   sector  (such  business  as  conducted  by  the  Company  being
hereinafter referred to as the "Business"); and

            WHEREAS,  Buyer desires to purchase, and Seller desires to sell, all
of the assets and  business of Seller as a going to  concern,  free and clear of
all liens, pledges, options, claims, charges, restrictions,  security interests,
equities or  encumbrances  of any kind,  on the terms and  conditions  set forth
herein.

            NOW, THEREFORE,  in consideration of the foregoing premises, and the
representations,  warranties  and  mutual  covenants  and  agreements  set forth
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  Buyer and  Seller  (sometimes
referred  to herein  collectively  as,  the  "Parties"  and  individually  as, a
"Party") hereby agree as follows:

                                    ARTICLE 1

                      PURCHASE AND SALE OF ASSETS; CLOSING

      1.1  Purchase  and  Sale.  Subject  to the  terms  and  conditions  herein
contained and on the basis of the representations,  warranties and covenants set
forth herein, on the Closing Date (as defined in Section 1.4 hereof), the Seller
shall sell,  assign,  deliver and set over unto Buyer,  and Buyer shall purchase
and accept  from  Seller,  all right,  title and  interest  in and to all of the
assets,  property,  goodwill and business of every kind, nature and description,
real, personal or mixed, tangible or intangible,  wherever situated,  including,
without  limitation,  all of the  intellectual  property listed on Schedule 2.14
hereto,  constituting  or held or used or useful in connection with the Business
(collectively,  the  "Assets"),  free and clear of any and all  liens,  pledges,
options,  claims,  charges,   restrictions,   security  interests,  equities  or
encumbrances of any kind whatsoever.

      1.2 Purchase Price. The purchase price to be paid to Seller for the Assets
shall  consist  of:  (i)  $1,800,000,  payable  to  Seller by wire  transfer  of
immediately available funds in accordance with the schedule set forth in Section
1.3 below (the "Cash Portion") and 139,000,000 shares of common stock, par value
$.001 per share, of Buyer ("Common Stock"), constituting twenty percent (20%) of
the total number of shares of Common Stock outstanding on a fully diluted basis.


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      1.3 Payment of Cash Portion of Purchase  Price.  Buyer shall pay to Seller
the Cash  Portion  of the  Purchase  Price  in  accordance  with  the  following
schedule:

                  (a) $200,000 as a  non-refundable  down payment,  which amount
has been paid to and received by Seller prior to the date of this Agreement; and

                  (b)  $1,600,000  at the  Closing  (as  defined in Section  1.4
below).

                  (c)  139,000,000  number of shares or 20% (twenty  percent) of
the Common stock position of the Buyer at the time of the Escrow Release Date.

      1.4  Closing.  The closing of the  transactions  contemplated  hereby (the
Closing")  will take place on such date on or prior to December  31, 2005 and at
such time and place as the Parties shall mutually agree.

      1.5 Seller's Deliveries.  At or prior to the Closing or as mutually agreed
among the parties, Seller shall deliver or cause to be delivered to Buyer:

                  (a)  Possession  of all of tangible  property  included in the
Assets;

                  (b) all  such  executed  assignments,  consents,  conveyances,
deeds,  waivers and other documents and instruments of transfer as shall, in the
opinion of Buyer and its counsel,  be necessary or  appropriate to vest in Buyer
good title to all of the Assets,  free and clear of all liens,  encumbrances and
claims of third parties;

                  (c) all consents,  approvals and notifications  required to be
obtained by Seller, as set forth on Schedule 2.27;

                  (d) one  copy  of the  resolutions  adopted  by the  Board  of
Managers of the Company  authorizing the execution,  delivery and performance by
Seller of this  Agreement  and the  consummation  by Seller of the  transactions
contemplated hereby, certified by the Secretary of the Company; and

                  (e)  certificates  of good standing for the Company  issued by
the  Secretary  of State of Ohio and by the  Secretary  of State (or  equivalent
authority) in each state in which the Company has an office.

      1.6   Buyer's Deliveries.  At the Closing,  Buyer shall deliver or cause
to be delivered to Seller:

                  (a) one  copy  of the  resolutions  adopted  by the  Board  of
Directors of Buyer authorizing the execution,  delivery and performance by Buyer
of this Agreement and the consummation by Buyer of the transactions contemplated
hereby, certified by the Secretary of Buyer;

                  (b) $1,600,000 cash; and

                  (c)  one or  more  certificates  evidencing  an  aggregate  of
139,000,000 shares of Common Stock, in the name of Seller.


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      1.7  Employment  Agreements.  Following  the  Closing,  the Parties  shall
negotiate in good faith separately executed Employment  Agreements to be entered
into by Buyer and each of David Brownstein,  Marsh Williams and Martin Vian (the
"Employment Agreements").  Each of the Employment Agreements will contain, among
other  things (i)  provision  for an initial  salary of  $110,000  which will be
reviewed  annually;  (ii) provision for  reimbursement  of authorized  expenses;
(iii) a benefits package; and (iv) mutually agreeable non-compete clauses.

                                    ARTICLE 2
                   REPRESENTATIONS AND WARRANTIES OF SELLER

            Seller hereby represents and warrants to Buyer as of the date hereof
(the "Execution Date") and as of the Closing as follows:

      2.1 Company Organization.  The Company is a limited liability company duly
organized,  validly existing and in good standing under the laws of the State of
Ohio. The Company has all corporate  power and authority  necessary to engage in
the conduct of the Business as presently conducted by it.

      2.2 Seller's  Authorization.  Seller has all power and authority necessary
to execute,  deliver and perform its  obligations  under this  Agreement  and to
consummate  the  transactions  contemplated  hereby.  Assuming due execution and
delivery by Buyer, this Agreement shall constitute the legal,  valid and binding
obligation of Seller,  enforceable  against Seller in accordance with its terms,
except  insofar  as  enforceability  may  be  limited  by  bankruptcy,  acts  of
government,  governmental or regulatory agency, insolvency,  moratorium or other
laws which may affect creditors' rights and remedies generally and by principles
of equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

      2.3 Subsidiaries. The Company has no subsidiaries and the Company is not a
partner of any partnership or a member of any limited liability company or joint
venture.

      2.4  Organizational  Instruments of Company.  The Company has delivered or
caused  to be  delivered  to Buyer  true,  correct  and  complete  copies of the
Operating  Agreement  of  the  Company,  as  amended  to  date  (the  "Operating
Agreement").  The Company is not in violation of any  provision of the Operating
Agreement.  There are no agreements  or  commitments  which  obligate or require
Seller or the  Company  to amend or  authorize  an  amendment  of the  Operating
Agreement.

      2.5 Membership  Interests.  The  outstanding  membership  interests of the
Company  ("Membership  Interests")  consist of an aggregate of 30,000 Membership
Interests,  all of which are owned of record by the Company's three  principals,
Messrs.  Brownstein,  Williams and Vian in equal amounts. All of the outstanding
Membership  Interests  have been duly and validly  issued and are fully paid and
nonassessable.  There are no outstanding options, warrants, rights, puts, calls,
commitments,  conversion  rights,  plans or other agreements of any character to
which  the  Company  is a  party  or  otherwise  bound  which  provide  for  the
acquisition,  disposition or issuance of any Membership  Interests.  There is no
personal liability,  and there are no preemptive or similar rights,  attached to
the Membership Interests.


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      2.6 No Breach. The execution and delivery by Seller of this Agreement, the
performance by Seller of its obligations  hereunder and the  consummation of the
transactions  contemplated  hereby by Seller will not (i)  constitute  a default
under,  result in the cancellation or termination of, accelerate the performance
required under or result in the creation of any lien,  claim or encumbrance upon
any of the  properties  owned,  leased or used by the  Company  pursuant  to any
mortgage, indenture,  franchise, license, permit, deed of trust, guaranty, note,
agreement, lease or other instrument to which the Company is a party or by or to
which any of its  properties  or assets is bound or  subject;  (ii)  result in a
violation of or conflict  with any law,  ordinance,  rule or  regulation  or any
order,  writ,  judgment,  stipulation,  award,  edict or  decree of any court of
competent  jurisdiction or any governmental or  quasi-governmental or regulatory
agency,  authority or  instrumentality of competent  jurisdiction  applicable to
Seller or any of the Assets, which default, breach,  cancellation,  termination,
acceleration, creation, violation or conflict, singly or in the aggregate, would
have a  material  adverse  effect  on the  ability  of Seller  to  perform  this
Agreement  or on the ability of the Company to conduct the Business as presently
conducted by it or on the ownership, leasing or use by the Company of any of the
Assets; or (iii) conflict with, result in a violation of or constitute a default
under the Operating Agreement of the Company.

      2.7 Financial Statements. The Seller has heretofore delivered to the Buyer
a true,  correct and complete  copy of the  Company's  (i)  unaudited  financial
statements  as of December  31,  2004 (the  "Annual  Statements"),  and (ii) the
unaudited  financial  statements  of the  Company for the period  commencing  on
January 1, 2005 and ending  September  30, 2005 (the "Interim  Statements"  and,
together with the Annual  Statements,  the "Financial  Statements") . All of the
Financial  Statements  were  prepared  in  accordance  with  generally  accepted
accounting  principles  consistently  applied,  and fairly present the financial
position  of the Company as of the dates  thereof and its results of  operations
for the periods  indicated,  except that the Interim  Statements  are subject to
normal recurring  adjustments  which might be required as a result of a year-end
audit.  The  books and  records  of the  Company  are in all  material  respects
complete and correct,  have been  maintained  in  accordance  with good business
practices and Rule 17a3 promulgated by the SEC under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"),  and accurately  reflect the basis
for the  financial  condition  of the  Company  as set  forth  in the  Financial
Statements.

      2.8 Tax Matters. All Federal, state, local and foreign income, sales, use,
property,  franchise,  privilege,  employment  (including,  without  limitation,
social  security)  and  other  taxes,  tax  returns,   reports,   estimates  and
information  statements required to be paid or filed by, or with respect to, the
Company  have been paid or timely filed for all years and periods for which such
payments,  returns,  reports,  estimates  and  information  statements  were due
(taking into account all filing date extensions),  all taxes shown thereon to be
payable  have been  paid,  there are no  outstanding  waivers or  extensions  of
statutes of limitation with respect to any taxes required to be shown on any tax
return and there are no material  misstatements  contained  in any such  return,
report,  estimate or  information  statement.  The Company has not  incurred any
liability with respect to any Federal,  state,  local or foreign tax,  except in
the  ordinary  course  of the  Business.  There  are  no  presently  pending  or
threatened audits or assessments by any Federal,  state, local or foreign taxing
authority involving issues which pertain to the Company or any of the properties
owned by the Company.

      2.9 Real  Property  Schedule 2.9 attached  hereto  contains a complete and
accurate  list of all real  property  leased  (whether  as lessor or  lessee) or
subject to contract  or  commitment  of  purchase  or sale or lease  (whether as
lessor or lessee) by the Company. The Company does not own any real property.


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      2.10  Owned Personal Property.

                  (a)  All  of  the  tangible   personal   property  and  assets
(including, without limitation, leasehold improvements,  furnishings, furniture,
office equipment, vehicles,  inventories,  machinery,  equipment, structures and
movable  fixtures) that are,  individually or in the aggregate,  material to the
conduct of the  Business  as  presently  conducted  by the Company and which are
owned by the Company,  are  reflected in the Financial  Statements.  All of such
personal  property is in good  condition  and is suitable  for the  purposes for
which it is used. All items of inventory are in merchantable condition, of first
quality and in conformance to the specifications for such products,  saleable or
usable  in the  ordinary  course  of the  Business  for the  purposes  for which
intended.  Without  limiting the foregoing,  the  inventories do not include any
obsolete or  defective  materials  or excess stock items or any item that was at
any prior time written off or written  down by the Company.  There are no assets
or properties necessary for or used in the conduct of the Business which are not
owned or leased by, or licensed to, the Company.

      2.11 Title to Owned  Properties.  The  Company  is the sole and  exclusive
owner of, and has good and marketable title to, all of the properties and assets
owned  by it and used in the  Business,  free and  clear of all  liens,  claims,
pledges, charges, security interests and other encumbrances.

      2.12 Absence of Changes. Since September 30, 2005, there has not been with
respect to the Company:

                  (a) any change in the conduct of the Business or any change in
practices,  operations  or  policies  with  respect to (i) the method of selling
services,  (ii) the standard  commissions,  mark-ups or terms and  conditions of
sale of services  (including standard terms regarding discounts and commissions,
but  excluding  price  changes),  (iii) the  method for  accounting  for sale of
services or  commissions,  (iv) the  compensation  of employees,  (v) the policy
regarding  maintenance  of  inventory  levels or (vi) the  conduct  of  accounts
receivable collection and accounts payable payment activities of the Business;

                  (b) any  change  which  has  affected,  or may  reasonably  be
expected to affect,  the Business  Conditions  of the Company from that shown in
the Financial  Statements (other than changes relating to the economy in general
or the  Company's  industry  in general  and not  specifically  relating  to the
Company, as to which no representation is made herein);

                  (c) other than in the ordinary course of business,  any change
in any of the properties, assets, licenses, permits or franchises of the Company
or any change in the methods of accounting  or accounting  practice or manner of
conducting  the  Business  which has, or may  reasonably  be expected to have, a
material adverse effect on the Business Conditions of the Company;

                  (d) any damage, destruction or loss (whether or not covered by
insurance) with respect to the property of the Company;

                  (e)  other  than  in the  ordinary  course  of  business,  any
amendment,  modification or termination of any existing, or adoption,  approval,
execution or delivery of any new  contract,  agreement,  plan,  lease,  license,
permit or franchise;


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                  (f)  other  than in the  ordinary  course of  business  (which
includes but is not limited to financial advisory services),  any acquisition or
disposition by the Company of any material asset or property;

                  (g) any  direct  or  indirect  redemption,  purchase  or other
acquisition  of any  Membership  Interests  of the  Company or any  declaration,
setting  aside or  payment  of any  dividend  or other  distribution  on or with
respect to, or any split, combination or similar change in, Membership Interests
of the Company;

                  (h)  any   incurrence,   assumption   or   guarantee   of  any
indebtedness or obligation  relating to any lending or borrowing of money or any
other  liability,  except current  liabilities and  commitments  incurred in the
ordinary course of business;

                  (i) any  payment of any  obligation  or  liability  other than
current liabilities in the ordinary course of business;

                  (j) any  notification  or  indication to Seller or the Company
that a material  customer of the Company  intends to  discontinue  or reduce its
relationship with the Company;

                  (k) any waiver or compromise of any right of material value;

                  (l) any receipt of any notice of  termination of any contract,
policy, lease, franchise,  permit,  governmental consent,  regulatory approvals,
grant or authorization, license or other agreement, or of any breach or event of
default  with respect to any of the  foregoing,  which,  individually  or in the
aggregate,  has had, or may reasonably be expected to have, an adverse effect on
the Business or the Company;  and no such  termination is or has been threatened
against the Company; or

                  (m) any  agreement  to do any of the things  described in this
Section 2.12.

      2.13  Litigation.  Except  as set  forth on  Schedule  2.13,  there are no
claims, lawsuits,  actions, customer complaints,  arbitrations or administrative
or  regulatory  or  governmental   proceedings  or  regulatory  or  governmental
investigations  pending or threatened or  contemplated  either by or against the
Company or against any officer, director, employee or agent of the Company which
purport to relate to  activities  of any such  person as an  officer,  director,
employee or agent of the Company.  Except as set forth on Schedule  2.13,  there
are no judgments, orders, injunctions,  decrees, stipulations or awards (whether
rendered  by  a  court,   commission,   securities   exchange,   self-regulatory
organization or administrative  agency, or by arbitration)  outstanding  against
the Company or any of its properties or assets.

      2.14  Intellectual  Property.  Except as set forth in Schedule  2.14,  the
Company does not own any copyright, trademark, patent or trade name, or have any
license  to use any  copyright,  trademark,  patent  or trade  name,  or use any
copyright,  trademark,  patent or trade name in its  operations or the Business.
Each of the  registered  trademarks,  patents and trade names listed in Schedule
2.14 has been  validly  issued and is owned by the Company free and clear of all
liens, claims and encumbrances;  and the Company has the exclusive rights to use
all such  copyrights,  registered  trademarks,  patents  and trade  names in the
Business and operations.  Except as set forth in Schedule 2.14, the Company owns
or has rights to use all copyrights,  trademarks,  trade names, know-how,  trade
secrets and other proprietary rights necessary to conduct its operations and the
Business and Seller does not know of any claim, or any basis of any claim,  that
the Company has infringed any copyright,  trademark, trade name, know-how, trade
secret  or other  proprietary  right of any  other  person.  Seller  knows of no
potential  claim  of  infringement  of any  copyright,  trademark,  trade  name,
know-how,  trade secret or other  proprietary right of any other person that has
not been asserted but that, if asserted,  would adversely affect the Business or
the Company.


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      2.15 Compliance with Laws; Licenses,  Approvals and Other  Authorizations.
Schedule 2.15 lists all permits,  licenses and other similar authority necessary
or  appropriate  for the conduct of the Business of the Company.  The conduct of
the  Business  of  the  Company  complies  in all  material  respects  with  all
applicable laws, ordinances, governmental licenses, permits, regulations, orders
and other  authorizations  (including,  without limitation,  those issued by any
self-regulatory  organization or administrative  agency),  with which failure to
comply would  adversely  affect the  Business  Conditions  of the  Company.  The
Company has filed all  reports  and  statements,  together  with any  amendments
required to be made with respect thereto,  that it was required to file with any
governmental or regulatory  authority,  securities  exchange or  self-regulatory
organization or any agency having jurisdiction over the Company, its business or
operations.  Each  license,  permit,  order  and  other  authorization  which is
material to the Business Conditions of the Company has been duly obtained and is
in full force and effect.

      2.16 Undisclosed  Liabilities.  To the best of its knowledge,  the Company
has no  obligations or liabilities  of any nature,  whether  absolute,  accrued,
contingent  or  otherwise,  except and to the extent  disclosed in Schedule 2.16
hereto. Except as set forth in any Schedule attached hereto, nothing has come to
the  attention of the Company  which would cause it to believe that there exists
any  circumstances,  conditions,  events or  arrangements  which  are  likely to
hereafter give rise to any such obligations or liabilities.

      2.17  Material Contracts and Other Data.  Schedule 2.17 is a correct
            ---------------------------------
and complete list setting forth:

                  (a) all material licenses,  clearing  agreements and leases of
items of personal  property  with an  individual  fair market value in excess of
$2,000, exclusive of leasehold improvements,  permits,  franchises,  concessions
and the like to which the Company is a party;

                  (b) all  existing  contracts  to which the Company is a party,
except (i)  agreements  with respect to  securities  transactions  or engagement
letters  of the  Company  in the  ordinary  course of the  Business,  (ii) other
agreements entered into in the ordinary course of the Business and involving the
payment  by or to the  Company  of less  than  $1,000  with  respect  to any one
contract and (iii)  contracts  which are terminable by the Company upon not more
than 90 days'  notice and with a  termination  penalty,  if any,  not  exceeding
$1,000,  but in any event including all contracts to which Company or any of its
affiliates is also a party; and

                  (c) all  outstanding  loans  and debt  instruments  where  the
Company is the debtor, a surety or a guarantor.

      2.18  Pension and Other Employee Plans; Employees.

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                  (a) Other than as set forth on Schedule  2.18, the Company has
not  maintained  any  employee  benefit  plans as defined in Section 2(3) of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA"),  and has
no profit sharing, bonus, stock purchase,  stock option,  severance or any other
employee benefit plan agreements,  programs or arrangements,  whether maintained
for current  employees,  former  employees  or retirees  (the  "Plans"),  except
individual  arrangements  by  the  Company  with  employees  relating  to  their
employment . All of the benefit plans listed on Schedule  2.18 are  fully-funded
and the Company has no actual or contingent  liabilities  with respect  thereto;
and neither this Agreement nor the consummation of the transactions contemplated
hereby will result in any  withdrawal or other  liability owed by the Company or
Buyer with respect to any such benefit plan.

                  (b) There is no bonus,  deferred  compensation  or  commission
arrangement,  or any employment agreement,  with any of the Company's employees.
All of the Company's employees are employed at will.

      2.19  Environmental  Matters.  The  Company  has  complied  with and is in
compliance  with  all  Federal,   state,  local  and  foreign  statutes,   laws,
ordinances,   regulations,   rules,  permits,   judgments,  orders  and  decrees
applicable to it or any of its  properties,  assets,  operations or  businesses,
relating to environmental protection,  including, without limitation,  standards
relating  to air,  water,  land  and the  generation,  storage,  transportation,
treatment  or disposal of solid  wastes and  hazardous  wastes.  The Company has
obtained  and  adhered to all permits and other  approvals  necessary  to store,
dispose of and otherwise handle hazardous wastes and has reported, to the extent
required  by  federal,  state,  local and foreign  statutes,  laws,  ordinances,
regulations, rules, permits, judgments, orders and decrees, all past and present
sites owned or operated by the Company where hazardous wastes have been treated,
stored or disposed  of. The  Company has made a diligent  search and knows of no
location  on any of the  property  now or  previously  owned or used by it where
hazardous  wastes or other harmful  substances may have entered or are likely to
enter into the soil or  groundwater.  The Company has made a diligent search and
knows of no on-site or off-site  location to which it has transported  hazardous
wastes or arranged for the transportation of hazardous wastes, which site is the
subject of any Federal,  state, local or foreign enforcement action or any other
investigation  which  could lead to any claim  against the Company or Buyers for
any  clean-up  cost,  remedial  work,  damage to natural  resources  or personal
injury,   including,   but  not  limited  to,  claims  under  the  Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended.

      2.20 Insurance.  Schedule 2.20 hereto lists all of the insurance  policies
which cover employees,  properties,  products or operations (including,  without
limitation,   fire,  public  liability,   worker's  compensation  and  vehicular
insurance  policies)  and  which  are owned by the  Company  or under  which the
Company is an  insured  or  beneficiary  or loss  payee.  Except as set forth in
Schedule  2.20, (i) there are no disputes  with, or  reservations  of rights by,
insurers or  underwriters  under any such  policies  with respect to any pending
suit,  action or  proceeding  or  asserted  or  unasserted  claim to which  such
policies  relate;  (ii) all premiums due for such policies have been paid and no
such policy is subject to  retroactive  premium  adjustment;  (iii) there are no
defaults  by the  Company  or, to the  knowledge  of Seller,  by any  insurer or
underwriter under any such policy;  (iv) no  misrepresentation  has been made in
any  application  which would result in termination of any such policy or result
in a refusal to pay claims  thereunder;  and (v) no notice has been  received of
cancellation or non-renewal relating to such policies.

      2.21 Banks; Proxies.  Schedule 2.21 hereto sets forth (i) the name of each
bank at which the Company  maintains an account,  safe deposit box,  lock box or
vault;  (ii) the name of each  individual  authorized  by the  Company to effect
transactions with respect to such account,  safe deposit box, lock box or vault;
and  (iii)  all  outstanding  proxies,  powers of  attorney  and  other  similar
instruments delivered to act on behalf of the Company other than proxies, powers
of attorney and other similar  instruments  delivered in the ordinary  course of
the Business.


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      2.22  Customers  and  Suppliers.  There has not been and  Seller  does not
recognize a basis on which one should  reasonably  anticipate,  by reason of the
transactions  contemplated by this Agreement or otherwise,  any material adverse
change in relations  between the Company and any of its present customers and/or
suppliers.

      2.23 No  Violation  of Law. The Company is not engaging in any activity or
omitting to take any action as a result of which it is in  violation of any law,
rule, regulation,  ordinance, statute, order, injunction or decree, or any other
requirement  of any court or  governmental  or  administrative  body or  agency,
applicable to the Company.

      2.24 Labor Matters.  The Company is not a party to any  representation  or
collective bargaining agreement with any employees of the Company. Seller has no
reason to  believe  that  there are  pending or  threatened  any  representation
campaigns,  collective  bargaining  elections or other  organizing  efforts with
respect to any employees of the Company.

      2.25 Full  Disclosure.  To the best of Seller's  knowledge,  neither  this
Agreement nor any agreement, document, instrument, certificate or statement made
or furnished to Buyer in connection  with this  Agreement  and the  transactions
contemplated  hereby  contains any untrue  statement of a material fact or omits
the  statement  of a material  fact  required  to be stated in order to make the
statements  contained  herein  and  therein  not  misleading  in  light  of  the
circumstances in which they are or were made.

      2.26 Consents. Except as set forth in Schedule 2.27, no consent, approval,
exemption  or  authorization  is  required  to be  obtained  from,  no notice is
required  to be given to and no  filing  is  required  to be made with any third
party   (including,    without   limitation,    self-regulatory   organizations,
governmental and quasi-governmental agencies,  authorities and instrumentalities
of  competent  jurisdiction)  by  Seller  (i) in  order  for this  Agreement  to
constitute legal, valid and binding  obligations of Seller and the Company or to
authorize or permit the consummation by Seller of the transactions  contemplated
hereby  or  (ii)  under  or  pursuant  to  any   self-regulatory   organization,
governmental or quasi-governmental permits, licenses,  consents,  authorizations
or  approvals  held by or  issued  to  Seller  (including,  without  limitation,
environmental,  health,  safety and operating permits and licenses) by reason of
this Agreement or the consummation of the transactions contemplated hereby.

      2.27 SEC Filings. All reports required to be filed by the Company with the
Securities  and  Exchange  Commission  and any  other  applicable  governmental,
quasi-governmental  or self-regulatory  organization,  and pursuant to state and
foreign  securities laws, have been duly and timely filed. All such reports were
true,  complete  and  correct  as filed,  except  where the  failure to be true,
complete  and correct as filed would not have an adverse  effect on the Business
or the Assets.

      2.28 Books and Records.  The Company  currently  maintains  all  necessary
books and records  pertaining to its business and  operations as are required to
be  maintained  under the Exchange  Act, the rules and  regulations  promulgated
thereunder, the laws and rules and regulations of any state in which the Company
is currently doing business.


                                       9
<PAGE>

      2.29  Fees and Assessments.  There are no outstanding fees or
assessments owed by the Company to any industry or similar self-regulatory
organization.

      2.30 State Registrations.  To the Seller's knowledge,  there has not been,
nor is there  currently  pending  or  threatened,  any  inquiry,  investigation,
administrative proceeding or civil action undertaken or initiated by such states
or  jurisdictions  concerning  the  Company or any of its  officers,  directors,
registered  principals  or registered  representatives,  and the Company has not
operated the Business in a manner which would give rise to any of the foregoing.

      2.31 Brokers.  No broker,  finder or similar agent has been employed by or
on behalf of the  Seller,  and no person or entity  which the Seller has had any
dealings or communications of any kind is entitled to any brokerage  commission,
finder's fee or any similar  compensation  in  connection  with the execution of
this Agreement or the consummation of the transactions contemplated hereby.


                                    ARTICLE 3
                   REPRESENTATIONS AND WARRANTIES OF BUYER


      Buyer hereby  represents  and warrants to Seller as of the date hereof and
as of the Closing as follows:

      3.1 Buyer's  Organization and  Authorization.  Buyer is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  Buyer has all  corporate  power and  authority  necessary to execute,
deliver and perform its  obligations  under this  Agreement and each  agreement,
instrument  and other document  contemplated  hereby to which it will be a party
and  to  consummate  the  transactions  contemplated  hereby  and  thereby.  The
execution and delivery by Buyer of this Agreement and each agreement, instrument
and  other  document  contemplated  hereby  to  which  it will be a  party,  the
performance  by  Buyer  of its  obligations  hereunder  and  thereunder  and the
consummation of the transactions  contemplated  hereby and thereby by Buyer have
been duly  authorized by all necessary  corporate  actions on the part of Buyer.
Assuming  due  execution  and  delivery by the  Company,  this  Agreement  shall
constitute the legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance  with its terms,  except  insofar as  enforceability  may be
limited by  bankruptcy,  insolvency,  moratorium  or other laws which may affect
creditors' rights and remedies generally and by principles of equity (regardless
of whether enforceability is considered in a proceeding in equity or at law).

      3.2 No Breach.  The execution and delivery by Buyer of this  Agreement and
of each agreement, instrument and other document contemplated hereby to which it
will be a party,  the  performance  by Buyer of its  obligations  hereunder  and
thereunder and the  consummation  of the  transactions  contemplated  hereby and
thereby by Buyer  will not (i)  conflict  with,  result in any  violation  of or
constitute a default under the  certificate of  incorporation  or the by-laws of
Buyer;  (ii)  constitute a default  under,  result in a breach of, result in the
cancellation  or termination of,  accelerate the  performance  required under or
result  in the  creation  of any  lien,  claim  or  encumbrance  upon any of the
material properties of Buyer pursuant to any material mortgage,  indenture, deed
of trust, guaranty, note, agreement, lease or other instrument to which Buyer is
a party or by which  any of its  properties  is  bound;  or  (iii)  result  in a
violation of or conflict  with any law,  ordinance,  rule or  regulation  or any
order,  writ,  judgment,  stipulation,  award,  edict or  decree of any court of
competent  jurisdiction or any governmental or  quasi-governmental or regulatory
agency,  authority or  instrumentality of competent  jurisdiction  applicable to
Buyer or any of its properties.


                                       10
<PAGE>

      3.3  Consents.  No consent,  approval or  authorization  is required to be
obtained from, no notice is required to be given to and no filing is required to
be made with any third party  (including,  without  limitation,  self-regulatory
organizations,  governmental  and  quasi-governmental  and regulatory  agencies,
authorities and  instrumentalities of competent  jurisdiction) by Buyer in order
for (i) this  Agreement to constitute  legal,  valid and binding  obligations of
Buyer or (ii) to  authorize  or  permit  the  consummation  of the  transactions
contemplated hereby.

      3.4 Brokers. No broker, finder or similar agent has been employed by or on
behalf of Buyer,  and no person or entity  which  Buyer has had any  dealings or
communications of any kind is entitled to any brokerage commission, finder's fee
or any similar  compensation  in connection with the execution of this Agreement
or the consummation of the transactions contemplated hereby.

      3.5  Information  as to the Buyer.  Neither this  Agreement nor any of the
Schedules  or  Exhibits  attached  hereto  contains  any untrue  statement  of a
material  fact with respect to the Buyer or omits to state a material  fact with
respect to the Buyer  necessary  to make the  statements  herein or therein  not
misleading.

      3.6  Buyer  stock.  Upon the  performance  by  Seller  of its  obligations
hereunder,  the shares of Common  Stock  issued and  delivered  to Seller at the
Closing shall be duly and validly issued, fully paid and nonassessable .

      3.7 Percentage of Buyer Stock.  The 139,000,000  shares of Common Stock to
be delivered to Seller at the Closing hereunder represents and as of the Closing
shall  represent  approximately  twenty  percent  (20% ) of  Buyer's  issued and
outstanding  capital stock on a fully diluted basis,  after giving effect to the
exercise  of all  outstanding  options to  purchase  shares of Common  Stock and
conversion  of all  outstanding  securities  convertible  into  shares of Common
Stock.

                                    ARTICLE 4
                              PRE-CLOSING COVENANTS

      4.1   Seller's Covenants.  Seller agrees that from the Execution Date
until the Closing, it shall:

                  (a)  Grant  to  Buyer  and  its   counsel,   accountants   and
representatives  reasonable  access  during  normal  business  hours  to (i) all
properties, books, accounts, records, tax returns, contracts and documents of or
relating to the Company and the business, finances, assets and properties of the
Company and (ii) all employees, agents and consultants with whom the Company has
business or other dealings;  and to furnish or cause to be furnished to Buyer or
its counsel all data and information concerning the business,  assets,  finances
and properties of the Company as may be reasonably requested;


                                       11
<PAGE>

                  (b) carry on the Business  diligently,  in the ordinary course
consistent  with past  practices,  and in  substantially  the same  manner as it
previously  had been carried  out,  and not to make or institute  any unusual or
novel methods of purchase, sale, lease, management, accounting or operation that
vary  materially  from those  methods used by the Company as of the date of this
Agreement;

                  (c)  use  its  best  efforts  (i)  to  preserve  its  business
organization  intact  and  (ii)  to  preserve  its  present  relationships  with
suppliers,  regulators,  customers and others having business relationships with
the Company;

                  (d) not amend its Operating  Agreement;  issue any  Membership
Interests; issue or create any warrants, obligations,  subscriptions, options or
other  commitments  under which any  additional  Membership  Interests  might be
directly or indirectly  authorized,  issued or transferred from the Company;  or
agree to do any of the foregoing acts;

                  (e) use its best  efforts to continue to carry its existing or
comparable insurance;

                  (f) except in the ordinary  course of business and  consistent
with past practice, not grant or agree to grant any increase in salaries,  bonus
or  other  compensation  payable  or to  become  payable  by it to any  officer,
employee or representative;  increase or create benefits payable to any officer,
employee or  representative  under any bonus or pension plan,  employee  benefit
plan or other  contract  or  commitment;  or modify  any  collective  bargaining
agreement to which it is a party or by which it is bound;

                  (g) not do or agree  to do any of the  following  acts,  other
than in the ordinary course of business  consistent with past practice,  without
the consent of Buyer, which consent shall not be unreasonably withheld:

                        (i) enter into any contract, commitment or
transaction;  however,  any transaction which is under engagement by the Company
as of the  Execution  Date will remain for the benefit of the  principals of the
Seller only.

                        (ii) except for a co-location lease with Time
Warner,  make any  capital  expenditures  in excess of  $5,000  individually  or
$10,000  in the  aggregate,  or enter  into any lease of  capital  equipment  or
property under which the annual lease charge is in excess of $5,000;

                        (iii) sell, transfer, encumber, retire, abandon or
dispose of any property of the Company;

                        (iv) pay any obligation or liability, fixed or
contingent, other than current liabilities and obligations disclosed in this
Agreement or the Schedules hereto;


                                       12
<PAGE>

                        (v) except for credits to Baton Rouge and Greater
New Orleans, waive or compromise any right or claim;

                        (vi) cancel, without full payment, any note, loan or
other obligation owed to the Company;

                        (vii) discharge or satisfy any security interest,
lien or encumbrance;

                        (viii) mortgage, pledge or subject to lien,
charge or encumbrance any of the Company's assets;

                        (ix) make any loans to any person or entity;

                        (x) incur any indebtedness for borrowed money to
any person or entity except for trade payables incurred in the ordinary
course of business;

                        (xi) settle or compromise any of the actions, suits
or proceedings described in response to Section 2.13;

                        (xii) take any action or omit to take any action
which could cause a material breach or violation of (in and of itself,  with the
giving of notice, passage of time or both) any contract,  agreement,  commitment
or obligation or any federal,  state,  foreign,  territorial or possessions law,
rule, regulation, order or notice; or

                        (xiii) fail to pay its payables in the ordinary
course of business consistent with past practice;

                  (h) not to  declare,  set  aside or pay any  money or make any
distribution  with respect to its Membership  Interests,  directly or indirectly
purchase,  redeem or otherwise acquire any Membership Interests,  enter into any
agreement  obligating it to do any of the foregoing acts or cause the Company to
borrow any funds;

                  (i) not to  modify,  amend,  cancel  or  terminate  any of its
existing  contracts or  agreements,  or agree to do any of the  foregoing  acts,
except in the ordinary course of business;

                  (j) to refrain from entering into any agreement, committing to
take any  action or taking  any action  which  would,  if taken at or before the
Closing,  make any of the  representations  or warranties of Seller contained in
this  Agreement  untrue or  incorrect  as of the Closing or prevent  Seller from
performing or cause Seller not to perform its covenants hereunder;

                  (k) not to apply to transfer or otherwise attempt to transfer,
assign or  otherwise  dispose of, or take any action which might  reasonably  be
expected  to  jeopardize  its rights to possess or enjoy,  any  license or other
rights  granted  to the  Company  by any  industry  or  similar  self-regulatory
organization or any governmental agency or authority;

                  (l) to  continue  to  file  all  regulatory  reports,  audits,
notifications   and  other  documents   required  by  applicable  laws,   rules,
regulations,  orders  and  notices;  to  continue  in full  force and effect all
licenses,  leases, policies,  rights and authorizations necessary or appropriate
to operate the Company; and to comply with all laws, rules, regulations,  orders
and notices applicable to the Company or the Business;

      4.2 Buyer's  Covenants.  From the Execution Date hereof until the Closing,
Buyer shall  refrain from entering  into any  agreement,  committing to take any
action or taking any action which would, if taken at or before the Closing, make
any of the  representations  or warranties of Buyer  contained in this Agreement
untrue or incorrect as of the Closing or prevent Buyer from  performing or cause
Buyer not to perform its covenants hereunder.


                                       13
<PAGE>

      4.3  Authorization  and Approvals.  As soon as  practicable  following the
execution of this Agreement,  Seller shall  diligently and in good faith prepare
and process all applications and filings required for the transfer or reissuance
of any and all licenses of the Company to Buyer.

                                    ARTICLE 5
                              CONDITIONS TO CLOSING

      5.1  Conditions  to  Obligations  of Buyer.  The  obligations  of Buyer to
consummate the transactions  contemplated hereby are subject to the satisfaction
(unless waived by Buyer in writing),  at or before the Closing, of the following
conditions:

                  (a) All  representations and warranties by Seller as contained
in this  Agreement  or in any written  statement  delivered by Seller under this
Agreement shall be true at and as of the Closing as if such  representations and
warranties were made at and as of the Closing;

                  (b)  Seller  shall  have  performed  all of  its  obligations,
satisfied all  conditions  and complied with all of its covenants and agreements
hereunder at or prior to the Closing

                  (c)  All  final  consents,  approvals,  authorizations  of  or
notices   to  or  filings   with   applicable   self-regulatory   organizations,
governmental  authorities  and other third parties  necessary or appropriate for
the transfer of ownership of the Assets and the Business and the consummation of
the transactions contemplated by this Agreement shall have been obtained without
conditions that would impose an unreasonable burden on Buyer.

                  (d) During the period from the Execution  Date to the Closing,
there shall not have  occurred  any  material  adverse  change in the  Business,
Assets or results of operations or financial condition of the Company; and

                  (e) No action,  complaint,  notification  or proceeding  shall
have been received,  instituted or threatened in writing  challenging or seeking
to enjoin or  restrict  the  execution  or  delivery  of this  Agreement  or the
consummation  of  the  transactions   contemplated  hereby,  or  challenging  or
questioning  the  compliance  of the Company with any law,  rule,  regulation or
notice.

      5.2  Conditions to  Obligations  of Seller.  The  obligations of Seller to
consummate the transactions  contemplated hereby are subject to the satisfaction
(unless  waived by Seller in writing),  at or before the Escrow Release Date, of
the following conditions:

                  (a) All  representations  and warranties by Buyer as contained
in this  Agreement  or in any written  statement  delivered  by Buyer under this
Agreement shall be true at and as of the Closing as if such  representations and
warranties were made at and as of the Closing;


                                       14
<PAGE>

                  (b) Buyer shall have performed and complied with all covenants
and  agreements,  and  satisfied  all  conditions,  that it is  required by this
Agreement to perform, comply with or satisfy, before or at the Closing;

                  (c)  All  final  consents,  approvals,  authorizations  of  or
notices   to  or  filings   with   applicable   self-regulatory   organizations,
governmental  authorities  and other third parties  necessary or appropriate for
the  transfer  of  ownership  of the  Assets  and  Business  to  Buyer  and  the
consummation of the transactions  contemplated by this Agreement shall have been
obtained without conditions that would impose an unreasonable  burden on Seller;
and

                  (d) No action,  complaint,  notification  or proceeding  shall
have been received,  instituted or threatened in writing  challenging or seeking
to enjoin or  restrict  the  execution  or  delivery  of this  Agreement  or the
consummation of the transactions contemplated hereby.

                                    ARTICLE 6
               POST-CLOSING COVENANTS AND ADDITIONAL AGREEMENTS

            6.1  Transactional Taxes and Costs.

                  (a) Seller shall be responsible for all transfer,  conveyance,
excise, stamp,  documentary or other similar taxes and other governmental taxes,
duties,  charges, fees, imposts and assessments,  and all interest and penalties
thereon,  imposed  at any time by any  taxing  authority  with  respect  to this
Agreement,  the transfer,  assignment,  conveyance or delivery of the Membership
Interests  or the  consummation  of the  transactions  contemplated  hereby (the
"Transactional   Taxes").  If  Buyer  shall  be  required  to  pay  any  of  the
Transactional Taxes, Seller shall promptly reimburse Buyer therefor.

                  (b) Buyer shall be responsible  for all filing fees,  notarial
fees and  other  similar  fees and  costs  arising  out of this  Agreement,  the
transfer,  assignment,  conveyance or delivery of the Assets or the consummation
of the transactions  contemplated hereby other than the Transactional Taxes (the
"Transactional  Costs").  Buyer  shall  promptly  pay and  discharge  all of the
Transactional Costs. If Seller shall be required to pay any of the Transactional
Costs, Buyer shall promptly reimburse Seller therefor.

      6.2  Further  Assurances.  At any  time and from  time to time  after  the
Closing,  the Parties  shall  execute,  deliver,  acknowledge  and file all such
further documents and instruments of transfer,  assignment or conveyance, and do
all such  further  acts and things,  as may be  reasonably  required in order to
consummate the transactions contemplated hereby and to vest in Buyer good title,
free and clear of all liens, encumbrances and claims by third parties, in and to
all of the Assets and the Business.

      6.3   Business Records.

                  (a) Except as otherwise  provided in Section 6.3(b),  from and
after the Closing Seller shall  promptly  deliver or make available to Buyer all
books,  records and files which pertain to the Business or the Company or any of
the Assets and which are  possessed by Seller or any of its members,  employees,
agents or representatives (collectively, the "Business Records").


                                       15
<PAGE>

                  (b) Except as otherwise  provided in Section 6.2 hereof, or as
required by applicable law, rule or regulation,  nothing  contained herein shall
obligate  or  require  Seller to  deliver to Buyer any  Business  Records  which
pertain to the evaluation or  negotiation of this Agreement or the  transactions
contemplated hereby.

      6.4   Access by Seller.

                  (a) At any time  and from  time to time  from  and  after  the
Closing,  and upon reasonable request by Seller, Buyer shall provide full access
to Seller and its members and  representatives,  at no charge and during  normal
business hours, to the facilities and the books,  records,  files,  papers, data
and  information  relating to the Business,  the Assets or the operations of the
Business prior to the Closing.

                  (b) At any time  and from  time to time  from  and  after  the
Closing,  and upon  reasonable  request  by Buyer,  Seller  and its  members  or
representatives  shall be available to Buyer and its counsel in connection  with
the  prosecution  or  defense  of  any  claim,  suit,   action,   proceeding  or
investigation  relating  to or arising  from the Assets or the  Business,  at no
charge.

      6.5 Preservation of Records. From and after the Closing, each of Buyer and
Seller shall preserve and maintain all books,  records,  files, papers, data and
information  in its  possession  relating to the Assets or the Business for such
period as may be required by any law, ordinance,  rule, regulation or any order,
writ,  judgment,  stipulation,  edict, award or decree or in connection with any
pending  or  threatened  claim,  suit,   action,   proceeding  or  investigation
(including, without limitation, tax examinations and audits).

      6.6 Standstill.  Until the earlier of (i) the Closing or (ii) December 31,
2005, neither Seller nor any of its affiliates,  members,  officers,  directors,
employees,  representatives,  agents  or  advisers  (collectively,  the  "Seller
Representatives")   shall,   directly  or  indirectly,   solicit,   initiate  or
participate  in  discussions  with,  provide any  information  or  assistance to
(including,  but not limited to,  affording  access to the  Business,  Assets or
books and records of the  Company) or enter into any  agreement  with any person
concerning any  transaction  that would result,  directly or indirectly,  in the
transfer to such person (or to any third party),  of ownership or control of, or
create or result in the creation of any right of or claim by such person (or any
third party), to the Company or any part of the Business or the Assets.

      6.7   Accounts Receivable and Liabilities.

                  (a) Buyer shall cause all payments on accounts  receivable and
other rights to payment relating to the Business  ("Accounts  Receivable") which
were  payable to the Company  prior to the Closing and  delivered to Buyer after
the Closing to be endorsed and forwarded to Seller as soon as practicable  after
receipt.

                  (b)  Seller  shall  pay  all  claims,   liabilities,   losses,
expenses,  fines,  penalties  and  damages  of any  kind  or  nature  whatsoever
(collectively,  "Liabilities")  which were  incurred by the Company prior to the
Closing and  presented  to Buyer,  Seller or the  Company for payment  before or
after the date hereof.  Seller shall  indemnify and hold Buyer harmless from and
against  any  and  all  damages,   claims,  losses,   liabilities  and  expenses
(including,  without  limitation,  reasonable  legal fees,  accounting and other
expenses)  asserted  against or incurred or  sustained  by Buyer or the Business
relating  to  Liabilities  pursuant  to the  procedure  set forth in Section 7.4
hereof.


                                       16
<PAGE>

                  (c) There shall be no deduction on account of the Prepaid Fees
liability accounts found on Seller's books.

                                 INDEMNIFICATION

      6.8  Survival  of  Representations  of  Seller.  The  representations  and
warranties  set forth in Article 2 shall  survive the  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby for a period of one year  following  the Closing.  No suit,
action or proceeding may be commenced by Buyer with respect to any claim arising
out of or relating to such  representations  and  warranties  more than one year
following the Closing.

      6.9  Indemnification  by  Seller.  Subject to Section  7.1,  Seller  shall
indemnify  and hold  harmless  Buyer  and its  officers,  directors,  employees,
agents, representatives,  consultants,  attorneys,  successors,  transferors and
assigns  (collectively,  the  "Buyer's  Group")  from  and  against  any and all
damages, claims, losses, liabilities,  fines, penalties and expenses (including,
without limitation,  reasonable attorneys fees, accounting and other expenses to
investigate,  defend or  mitigate  any of the  foregoing)  asserted  against  or
incurred or sustained by any or all of the Buyer's Group arising out of: (i) any
breach of any covenant or agreement of Seller contained in this Agreement;  (ii)
any breach of any of the  warranties or  representations  set forth in Article 2
hereof;  (iii) the operations of the Company prior to the Closing, to the extent
such  operations  involve or result in violations of or  noncompliance  with any
self-regulatory  organization's  rules and regulations or any foreign,  Federal,
state or local law, ordinance, regulation or rule relating to the conduct of the
Business;  (iv) all taxes (including,  without limitation,  income,  payroll, ad
valorem real and personal  property,  gross receipts,  sales, use, franchise and
stamp taxes) imposed by any Federal,  state or local  government or other taxing
authority  in the United  States or any foreign  government  or  subdivision  or
taxing authority thereof, together with any interest or penalties thereon, which
arise  from or relate to the  operations  of the  Company  prior to the  Closing
(collectively,  "Taxes"); (v) the termination by the Company or Buyer, before or
after the Execution Date, of any of the Company's employees;  and (vi) all other
liabilities or obligations of the Company other than  liabilities or obligations
incurred in connection with the operation of the Business after the Closing.

      6.10  Survival  of  Representations  of  Buyer.  The  representations  and
warranties  set forth in Article 3 shall  survive the  execution,  delivery  and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby for a period of one year  following  the Closing.  No suit,
action or  proceeding  may be  commenced  by Seller  with  respect  to any claim
arising out of or relating to such  representations and warranties more than one
year following the Closing.

      6.11  Indemnification Procedure.

                  (a) Upon  obtaining  knowledge  thereof,  a person  who may be
entitled to indemnification hereunder (the "Indemnitee") shall promptly give the
Party who may be obligated to provide such  indemnification  (the  "Indemnitor")
written  notice of any Loss (as defined in Section  7.4(b)) which the Indemnitee


                                       17
<PAGE>

has  determined  has given or could  give  rise to a claim  for  indemnification
hereunder (a "Notice of Claim").  A Notice of Claim shall  specify in reasonable
detail the nature and all known  particulars  related to a Loss.  The Indemnitor
shall perform its  obligations  hereunder  with respect to a Loss described in a
Notice of Claim within 30 days after the  Indemnitor  shall have  received  such
Notice of Claim; provided,  however, that such obligations shall be suspended so
long as the  Indemnitor  is in good faith  defending,  contesting  or  otherwise
opposing  pursuant to Section 7.4(c) a Loss which  constitutes a claim,  demand,
suit, action or proceeding described in Section 7.4(c).

                  (b) As used in this  Section 7.4, the term "Loss" shall mean a
damage,  liability,  claim,  loss,  expense or cost described in Section 6.1(a),
6.1(b),  6.7(b),  or 7.2 hereof, or a fee,  commission,  compensation or payment
described in Section 10.1, hereof, as the case may be.

                  (c) With  respect to a Loss which  constitutes  a  third-party
claim,  demand,  suit, action or proceeding and which is the subject of a Notice
of Claim,  the Indemnitor  shall, in good faith and at its own expense,  defend,
contest or otherwise oppose such claim,  demand, suit, action or proceeding with
legal counsel  selected by it. The Indemnitee  shall have the right, but not the
obligation, to participate, at its own expense, in the defense, contest or other
opposition  thereof  through  legal  counsel  selected  by it and shall have the
right,  but  not  the  obligation,   to  assert  any  and  all  cross-claims  or
counterclaims  which it may have. So long as the  Indemnitor  is, in good faith,
defending,  contesting or otherwise opposing such claim, demand, suit, action or
proceeding, the Indemnitee shall (i) at all times cooperate, at its own expense,
in all reasonable ways with,  make its relevant files and records  available for
inspection  and copying  by,  make its  employees  reasonably  available  to and
otherwise render reasonable  assistance to the Indemnitor upon request; and (ii)
not compromise or settle such claim,  demand, suit, action or proceeding without
the prior  written  consent of the  Indemnitor.  If the  Indemnitor  fails to so
defend,  contest  or  otherwise  oppose  such  claim,  demand,  suit,  action or
proceeding,  the Indemnitee  shall have the right,  but not the  obligation,  to
defend,  contest or otherwise  oppose,  to assert  cross-claims or counterclaims
with respect to and to compromise and settle such claim, demand, suit, action or
proceeding without affecting, impairing or limiting any indemnification to which
the  Indemnitee  is  entitled  hereunder.  If  the  Indemnitee  is  entitled  to
indemnification  hereunder with respect to such claim,  demand,  suit, action or
proceeding,  the  Indemnitor  shall also indemnify the Indemnitee for all of the
legal fees and expenses  reasonably and actually incurred in connection with the
defense,  contest or other  opposition of such claim,  demand,  suit,  action or
proceeding pursuant to the immediately preceding sentence.

                  (d)  Whether or not a Notice of Claim has been given  pursuant
to  Section  7.4(a),  Seller  shall  have  the  right,  at its own  expense,  to
participate  in the  defense,  contest or other  opposition  of all of  actions,
claims,  demands,  suits  or  proceedings  which  involve  events  occurring  or
conditions  existing  prior to the Closing  with  respect to the Business or the
Assets and which, in the sole opinion of Seller, might have an adverse impact on
Seller.  Seller  shall give prompt  written  notice to Buyer of its  election to
exercise such right.  Without the prior written  consent of Seller,  Buyer shall
not settle or compromise  any action,  demand,  claim,  suit or proceeding  with
respect to which  Seller  shall have  given  such a notice.  If Seller  does not
consent to such a  settlement  or  compromise,  Seller will assume the  defense,
contest or other opposition of such action,  demand,  claim,  suit or proceeding
for its own account,  whereupon  Buyer shall be released from any liability with
respect to such action,  claim,  demand,  suit or  proceeding to the extent that
such liability  exceeds the liability which Buyer would have had with respect to
such a settlement or compromise.  Except as otherwise  provided in the preceding
sentence,  neither  such right nor the  exercise  thereof  shall be construed to
modify,  expand or enlarge the obligations or liabilities of Seller hereunder in
any respect.


                                       18
<PAGE>

                  (e) Notwithstanding anything to the contrary herein contained,
the  Parties  agree  that  neither  Seller nor Buyer  shall  have any  indemnity
obligation  under  this  Article  7 until  the  Party  claiming  indemnification
hereunder has suffered  aggregate Losses by reason of the other Party's breaches
of this  Agreement in excess of $10,000,  at which point Seller or Buyer (as the
case may be) will be obligated to indemnify the other Party from and against all
such Losses in excess of $10,000; and the Parties further agree that in no event
shall the aggregate liability of Seller or Buyer for indemnification claims made
pursuant to this Article 7 exceed $1,000,000.

      6.12  Subrogation.  Any  Indemnitor  hereunder  shall be subrogated to the
rights of the Indemnitee with respect to any claims,  suits or demands for which
the Indemnitor has indemnified the Indemnitee.

                                    ARTICLE 7
                          PUBLICITY AND CONFIDENTIALITY

      7.1   Publicity.   The  Parties  agree  that  no  publicity,   release  or
announcement  concerning  the  execution  and  delivery of this  Agreement,  the
provisions  hereof or the  transactions  contemplated  hereby shall be issued by
either Party without the prior written  approval of the form and content of such
publicity, release or announcement by the other; provided, however, that no such
approval  shall be required  when such  publicity,  release or  announcement  is
required by (i) any applicable  law,  ordinance,  rule or  regulation;  (ii) any
applicable  rules or  regulations  of a national or foreign stock  exchange;  or
(iii) any order,  writ,  judgment,  stipulation,  award,  edict or decree of any
court of competent  jurisdiction or any  governmental or  quasi-governmental  or
regulatory agency,  authority or instrumentality of competent  jurisdiction and,
provided further, that, prior to issuing any publicity,  release or announcement
without  such  prior  written  approval,  the  issuing  Party  shall  have given
reasonable prior notice to the non-issuing Party of the content, timing, context
and other facts  relevant to such  intended  issuance  and, if  requested by the
non-issuing  Party,  shall have used  reasonable  efforts at its own  expense to
obtain a protective order or similar relief for the benefit of such other Party.

      7.2   Confidentiality.

                  (a) All data,  reports,  records and other  information of any
kind  received by either Party  ("Receiving  Party") from the other Party or its
affiliates,  shareholders,  members,  directors,  officers,  employees,  agents,
representatives  or consultants  (the  "Delivering  Party") under this Agreement
shall  be  treated  by  the  Receiving  Party  as  confidential   (collectively,
"Confidential  Information").  A  Receiving  Party  shall  not use  Confidential
Information for its own benefit and shall use all reasonable efforts to maintain
the confidentiality of Confidential Information (including,  without limitation,
using all reasonable efforts to prevent  disclosure of Confidential  Information
to or by its shareholders,  prospective investors, members, directors, officers,
affiliates,  employees,  agents,  representatives and consultants and the use by
any of the foregoing of Confidential  Information  for their own benefit).  If a
Receiving  Party  or,  to  the  knowledge  of a  Receiving  Party,  any  of  its
shareholders,  members,  directors,  officers,  affiliates,  employees,  agents,
representatives or consultants is required to disclose Confidential  Information
to any court, self-regulatory  organization,  governmental or quasi-governmental
agency, authority or instrumentality,  such Receiving Party shall, prior to such
disclosure,  immediately  notify  the other  Party of such  requirement  and all
particulars  related to such  requirement;  and the other  Party  shall have the
right,  at its expense,  to object to such  disclosure and to seek  confidential
treatment of any Confidential Information to be so disclosed on such terms as it
shall determine.


                                       19
<PAGE>

                  (b) The  restrictions  set forth in Section  8.2(a)  shall not
apply to the use or disclosure of Confidential Information:  (i) pursuant to any
other  agreement  between  the  Parties;  (ii) by a  Party  in  connection  with
exercising  its  rights or  performing  its  duties or  obligations  under  this
Agreement  or the  agreements,  instruments  and  other  documents  contemplated
hereby;  (iii) as contemplated  by the last two sentences of Section 8.2(a);  or
(iv) with respect to Confidential  Information which (A) is or becomes generally
available to the public through no fault or neglect of a Receiving  Party or any
of  its  shareholders,  members,  directors,  officers,  affiliates,  employees,
agents,  representatives  or  consultants,  (B) is  received  in good faith on a
non-confidential  basis  from a third  party  who  discloses  such  Confidential
Information to a Receiving Party without violating any obligations of secrecy or
confidentiality or (C) was already in the possession of a Receiving Party at the
time of receipt  as  demonstrated  by the prior  dated  written  records of such
Receiving Party.

      7.3  Survival.  This  Article  8 shall  survive  the  termination  of this
Agreement for any reason and the consummation of the  transactions  contemplated
hereby.

                                    ARTICLE 8
                                     NOTICES

            All   notices,    demands,    requests   or   other   communications
(collectively,  "notices")  required or permitted  to be given  pursuant to this
Agreement shall be given in writing,  shall be transmitted by personal delivery;
by registered or certified mail, return receipt requested,  postage prepaid;  or
by  telegram,  telecopier  or other  electronic  means and shall be addressed as
follows:

            When Seller is to be notified:

                 Mr. David  Brownstein
                 Neulogic  Media LLC
                 4653  Trueman  Blvd.
                 Suite 110 Hilliard, Ohio 43026
                 Phone (614)  819-0150
                 Fax (614) 819-0149

                 With a copy to:

                 Mr. Patrick Cornelius, Esq.
                 Squires,  Sanders and Dempsey
                 41 South High Street
                 1300 Huntington Center
                 Columbus, OH 43215
                 Phone: 614.365.2700
                 Fax: 614.365.2499


                                       20
<PAGE>

            When Buyer is to be notified:

                 Brightstar Information Technology Group, Inc.
                 6160 Stoneridge Mall Road, Suite 250
                 Pleasanton, CA  94588
                 Attention:  Ian A. Scott-Dunne, Chairman
                 Phone:  925-224-7213
                 Fax:  925-251-0001

                 With a copy to:

                 Gusov Ofsink LLC
                 600 Madison Avenue, 14th Floor
                 New York, NY  10022
                 Attention: Darren Ofsink, Esq.
                 Phone: (212) 371-8008
                 Fax: (212) 688-7273

            A Party may  designate  a new address to which  notices  required or
permitted to be given pursuant to this Agreement shall thereafter be transmitted
by giving  written  notice to that  effect to the  other  Parties.  Each  notice
transmitted  in the manner  described  in this Article 9 shall be deemed to have
been given,  received and become effective for all purposes at the time it shall
have been (i) delivered to the addressee as indicated by the return  receipt (if
transmitted by mail), the affidavit of the messenger (if transmitted by personal
delivery) or the receipt of confirmation (if transmitted by telegram, telecopier
or other electronic means) or (ii) presented for delivery to the addressee as so
indicated during normal business hours, if such delivery shall have been refused
for any reason.

                                    ARTICLE 9
                        BROKERAGE FEES; CERTAIN EXPENSES

      9.1 Brokerage  Fees. Each Party agrees to indemnify the other Parties for,
and shall hold such other Parties  harmless from, any claim or liability for any
fee,  commission,   compensation  or  other  payment  by  any  broker,   finder,
consultant,  advisor  or similar  agent who  claims to have been,  or who was in
fact, engaged by or on behalf of such Party, pursuant to the procedure set forth
in Section 7.5 hereof.

      9.2 Certain Expenses.  Except as otherwise  provided herein and regardless
of whether the transactions contemplated hereby are consummated,  (i) each Party
will  pay all  expenses  incurred  by it in  connection  with  the  transactions
contemplated  hereby and (ii) the Company shall pay all expenses  incurred by it
(A) on or before the Closing in connection  with the  transactions  contemplated
hereby (including, without limitation, the preparation of the Schedules attached
hereto and other documents related to the transactions  contemplated hereby) and
(B)  after  the  Closing,  in  connection  with  its  post-Closing   obligations
hereunder;  provided, however, that Buyer will not be obligated to pay any legal
fees  in  connection  with  such   contemplated   transactions  or  post-Closing
obligations (all of which will be borne by Seller).


                                       21
<PAGE>

                                   ARTICLE 10
                                  MISCELLANEOUS


      10.1 Governing Law; Forum. The validity,  interpretation,  performance and
enforcement of this Agreement  shall be governed by the laws of the State of New
York (without giving effect to the laws, rules or principles of the State of New
York regarding  conflict of laws). Each Party agrees that any proceeding arising
out of or relating to this Agreement or the breach or threatened  breach of this
Agreement may be commenced and prosecuted in any court in the State of New York.
Each Party consents and submits to the  non-exclusive  personal  jurisdiction of
any such  court with  respect to any such  proceeding.  Each Party  consents  to
service of process upon him, her or it with  respect to any such  proceeding  by
registered  mail,  return receipt  requested and by any other means permitted by
applicable  laws and rules.  Each Party waives any objection  that he, she or it
may now or hereafter  have to the laying of venue of any such  proceeding in any
such court and any claim that he, she or it may now or  hereafter  have that any
such proceeding in any such court has been brought in an inconvenient forum.

      10.2 Binding Effect; Assignment; Third-Party Beneficiaries. This Agreement
shall  be  binding  upon  the  Parties  and  their   respective   heirs,   legal
representatives,  estates, successors and assigns, as the case may be, and shall
inure  to  the  benefit  of  the  Parties  and  their  respective  heirs,  legal
representatives,  estates,  successors and permitted assigns; provided, however,
that no Party may assign any of its rights or delegate  any of its duties  under
this  Agreement,  by operation of law or  otherwise,  without the prior  written
consent of the other Party and any  attempted  assignment  or delegation of this
Agreement by a Party without the prior written  consent of the other Party shall
be null and void and of no force or effect.

      10.3 Entire  Agreement.  This  Agreement,  together  with the Exhibits and
Schedules  attached hereto,  constitutes the entire agreement and  understanding
among the  Parties  with  respect to the subject  matter  hereof and cancels and
supersedes   all  previous  or   contemporaneous   contracts,   representations,
warranties and  understandings  and agreements,  whether oral or written,  by or
between the Parties with respect to the subject  matter  hereof.  Except for the
representations  and  warranties  expressly  set forth herein,  Buyer  disclaims
reliance upon (i) any representations, warranties or guarantees (whether express
or  implied  and  whether  oral or  written)  by Seller  or any of its  members,
directors,  officers,  employees,  agents or  representatives  or (ii) any other
information with respect to the Business,  the Company or its industry  provided
by or on behalf of them.  Notwithstanding the foregoing,  each Party agrees that
the  other  Party  shall  have  the  right  to rely  upon  the  representations,
warranties,  covenants and agreements of each Party contained in this Agreement.
Nothing  contained  in any  document  or  instrument  of  conveyance,  transfer,
assignment or delivery  delivered pursuant hereto shall amend,  extend,  modify,
renew or alter in any manner any representation,  warranty,  covenant, agreement
or indemnity contained herein.

      10.4 Amendments. No addition to, and no cancellation,  renewal, extension,
modification  or  amendment  of, this  Agreement  shall be binding  upon a Party
unless  such  addition,  cancellation,   renewal,  extension,   modification  or
amendment  is set forth in a written  instrument  which  states that it adds to,
amends,  cancels,  renews,  extends  or  modifies  this  Agreement  and which is
executed  and  delivered on behalf of such Party by an  authorized  signatory or
attorney-in-fact for such Party.


                                       22
<PAGE>

      10.5  Waivers.  No  waiver of any  provision  of this  Agreement  shall be
binding  upon a Party  unless  such waiver is  expressly  set forth in a written
instrument which is executed and delivered on behalf of such Party by an officer
of (in the case of a  corporation)  or  attorney-in-fact  for such  Party.  Such
waiver  shall be  effective  only to the extent  specifically  set forth in such
written instrument.  Neither the exercise (from time to time and at any time) by
a Party of, nor the delay or failure  (at any time or for any period of time) to
exercise,  any right,  power or remedy shall constitute a waiver of the right to
exercise,  or impair,  limit or restrict the  exercise of, such right,  power or
remedy  or any  other  right,  power or remedy at any time and from time to time
thereafter.  No waiver of any right,  power or remedy of a Party shall be deemed
to be a waiver of any  other  right,  power or  remedy  of such  Party or shall,
except to the extent so waived,  impair,  limit or restrict the exercise of such
right, power or remedy.

      10.6 Headings; Counterparts. The headings set forth in this Agreement have
been inserted for convenience of reference only,  shall not be considered a part
of this  Agreement and shall not limit,  modify or affect in any way the meaning
or interpretation of this Agreement.  This Agreement may be signed in any number
of counterparts, each of which (when executed and delivered) shall constitute an
original instrument, but all of which together shall constitute one and the same
instrument.  This  Agreement  shall become  effective and be deemed to have been
executed and delivered by all of the Parties at such time as counterparts  shall
have been executed and  delivered by each of the Parties,  regardless of whether
each of the Parties has executed the same counterpart. It shall not be necessary
when making proof of this Agreement to account for any counterparts other than a
sufficient number of counterparts which, when taken together, contain signatures
of all of the Parties.

      10.7  Severability.  If any provision of this Agreement shall hereafter be
held to be  invalid,  unenforceable  or  illegal in any  jurisdiction  under any
circumstances  for any  reason,  (i) such  provision  shall be  reformed  to the
minimum extent  necessary to cause such provision to be valid,  enforceable  and
legal and preserve the original  intent of the Parties or (ii) if such provision
cannot be so reformed, such provision shall be severed from this Agreement. Such
holding shall not affect or impair the validity,  enforceability  or legality of
such  provision  in any other  jurisdiction  or under  any other  circumstances.
Neither such holding nor such  reformation  or severance  shall affect or impair
the  legality,  validity  or  enforceability  of any  other  provision  of  this
Agreement.

      10.8 Certain References. As used herein, references to a "person" means an
individual or an entity, including,  without limitation, a corporation,  limited
liability  company,  partnership,  joint venture,  trust,  joint-stock  company,
association,  unincorporated organization or group acting in concert. References
to the phrases "to the knowledge of Seller", "to Seller's knowledge" and similar
phrases  shall in all  cases  herein  mean "to the  knowledge  of  Seller  after
reasonable inquiry".

      10.9 Exclusive Remedy. The sole and exclusive rights,  powers and remedies
of the Parties, other than such injunctive or other equitable remedies as may be
available to a Party,  for a breach or default under this Agreement  (including,
without  limitation,  a breach of or default  under any of the  representations,
warranties,  covenants  or  agreements  contained  in this  Agreement)  shall be
recovery under Sections 6.1 and 6.7 and  indemnification  under Sections 6.1 and
6.7 and Articles 7 and 10 hereof, in each case limited as set forth therein.


                                       23
<PAGE>

                  IN WITNESS WHEREOF, the Parties have executed and delivered or
caused this  Agreement  to be executed and  delivered  by their duly  authorized
representatives as of the date first above written.

            BUYER:

            BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, INC.


            By:
                ------------------------------------------
                James J. Cahill, Director

            SELLER:
            Neulogic Media, LLC



            By:
                ------------------------------------------
                David Brownstein, President






                               SCHEDULES

                  Schedule 2.9         Leased Real Property

                  Schedule 2.14        Intellectual Property

                  Schedule 2.15        Licenses and Other Authorizations

                  Schedule 2.16        Undisclosed Liabilities

                  Schedule 2.17        Material Contracts and Other Data

                  Schedule 2.20        Insurance

                  Schedule 2.21        Banks; Proxies

                  Schedule 2.27        Consents



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