Exhibit 10.10



                           SALE AND PURCHASE OF SHARES



         AGREEMENT  made  September 6, 2001, by and between  IVIDEONOW,  INC., a
Delaware corporation (the "Seller"),  and PAMELA JEAN GERBER, an individual (the
"Buyer").


                                    RECITALS

         The  Seller  is the  owner of all of the  Common  Shares,  par one cent
($0.01)  per  share  (the  "Shares"),   of  Digital  Corporate  Profiles,   Inc.
("Digital").

         The Seller desires to sell,  and the Buyer desires to purchase,  all of
such  Shares at the  price and  subject  to the terms and  conditions  set forth
herein;

         Now, therefore, the parties agree as follows:

1.       Sale of Stock.  The Buyer shall  purchase  and the Seller shall sell an
         aggregate  of  One   Thousand   (1,000)   Common   Shares  of  Digital,
         constituting  all of the issued and  outstanding  shares of Digital for
         the total purchase price of Twenty-Five Thousand Dollars ($25,000).

2.       Representations  of Seller.  The Seller represents, warrants and agrees
         with the Buyer as follows:

         (a)      Corporate Status.  Digital is a corporation duly organized and
                  existing  in good  standing  under  the  laws of the  State of
                  California  and has the corporate  power to own its properties
                  and carry on its business as now being owned and conducted.

         (b)      Shares of Stock.  The 1,000 Common  Shares being sold pursuant
                  to this Agreement constitute all of the issued and outstanding
                  shares of Digital. All of such shares have been validly issued
                  and are fully paid and nonassessable. There are no outstanding
                  subscriptions,  options or other agreements obligating Digital
                  to issue  additional  shares  or any other  securities  of any
                  class.

         (c)      Financial  Statements.  The  balance  sheet of  Digital  as at
                  September  30,  2001,  covering  the  nine-month  period ended
                  September 30, 2001, to be prepared by management, will be true
                  and  correct  and  shall not  contain  any  misstatement  of a
                  material fact, or omit to state any fact required to make such
                  balance sheet not misleading.


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         (d)      Financial Status. Upon the Closing, there shall be no material
                  adverse  change  in the  financial  status  of  Digital  since
                  September  30,  2001,  and since that date,  Digital  has been
                  operated only in the normal course of business.

         (e)      Title to Shares.  The Seller has good and marketable  title of
                  the Common Shares of Digital, with the absolute right to sell,
                  assign  and  transfer  the same to the Buyer free and clear of
                  all liens,  pledges,  security interests,  or encumbrances and
                  without  any breach of any  agreement  to which it is party or
                  parties.

         (f)      Liabilities  of Digital.  The Seller  represents  that, to the
                  best of its  knowledge,  there are no  liabilities of Digital,
                  other  than  those   liabilities  set  forth  on  the  Digital
                  September 30, 2001, balance sheet.

3.       Representations of Buyer.  The Buyer  represents, warrants,  and agrees
         with the Seller that:

         (a)      Status.  The Buyer is an individual  residing in the County of
                  Los Angeles, State of California.  Prior to Closing, she shall
                  have reviewed the September 30, 2001, financial statements and
                  is aware of Digital's business activities.

         (b)      Seller to be Held Harmless. Buyer agrees to be responsible for
                  the  payment  of all  Digital  liabilities  set  forth  on the
                  September  30,  2001,  balance  sheet  and shall  hold  Seller
                  harmless from any obligations,  claims,  demands or actions in
                  law relating thereto.

4.       Conditions  to Buyer's  Obligations.  The  obligations of the Buyer are
         subject, at its option,  to the fulfillment on or before the Closing of
         each of the following conditions:

         (a)      Seller's  Representations  and  Warranties.   There  shall  be
                  furnished to the Buyer a certificate executed by the Seller to
                  the effect  that the  representations  and  warranties  of the
                  Seller contained in this Agreement are true and correct at the
                  date  hereof  and  will be true and  correct  on and as of the
                  Closing Date.

         (b)      Opinion of Counsel.  The Buyer shall have received the written
                  opinion dated as of the Closing Date, from William B. Barnett,
                  Esq.,  15233  Ventura  Boulevard,  Suite  410,  Sherman  Oaks,
                  California 91403, counsel for the Seller, to the effect that:

                  (i)      Digital has  been duly  incorporated  and is existing
                           as a  corporation  in good standing under the laws of
                           the State of California;

                  (ii)     Digital is in good standing and legally authorized to
                           carry on its business  under the laws of the State of
                           California; and


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                  (iii)    the shares of Digital  being  acquired have been duly
                           issued and are fully paid and nonassessable.

5.       Conditions to Seller's  Obligations.  The obligations of the Seller are
         subject, at its option,  to  the fulfillment by the Buyer, on or before
         the Closing Date, of each of the following conditions:

         (a)      Buyer's  Representations and Warranties.  The Buyer shall have
                  furnished  to the Seller a  certificate  of a duly  authorized
                  officer to the effect that the  representations and warranties
                  of the Buyer  contained in paragraph 3 of this  Agreement  are
                  true  and  correct  at the date  hereof,  and will be true and
                  correct on and as of the Closing Date.

         (b)      Investment  Intent.  The Buyer  shall  have  furnished  to the
                  Seller a representation  in form  satisfactory to the Seller's
                  counsel that the Buyer is acquiring  the shares of Digital for
                  its own  account  for  investment  and not  with a view to the
                  resale or distribution thereof, that it understands the nature
                  and effect of such  representation,  and that it will not sell
                  or transfer any of the shares so acquired by it unless

                  (i)      a  registration  statement  under the  Securities Act
                           of  1933  ("Act")  shall  be  in  effect with respect
                           thereto, or

                  (ii)     it  shall  have  received  written  notice  from  the
                           Securities and Exchange  Commission ("SEC") that such
                           sale or  transfer  may be made  without  registration
                           under said Act, or

                  (iii)    it has received an opinion of counsel satisfactory to
                           the Seller  that  registration  under such Act is not
                           required.

6.       Payment of Purchase Price.  The purchase price for the stock of Digital
         shall  be paid at the  Closing  by the  Buyer  delivering  to  Seller a
         non-recourse  promissory  note in the  amount of  Twenty-Five  Thousand
         Dollars ($25,000) payable with interest at eight percent (8%) per annum
         on or before December 31, 2006.

7.       Promissory  Note.  Buyer's  obligation to pay the unpaid balance of the
         purchase  price  shall be  evidenced  by the  Buyer's  promissory  note
         payable  to the  order  of the  Seller,  substantially  in the  form of
         Exhibit A attached  hereto,  dated as of the Closing Date and delivered
         to the Seller at the  Closing,  bearing  interest  at the rate of eight
         percent (8%) per annum, and payable with interest on or before December
         31, 2006.  The unpaid  principal  may be prepaid in whole or in part at
         any time at the  option of the  Buyer,  without  penalty  or payment of
         interest beyond the date of any such prepayment.

8.       Security.

         (a)      Escrow.  As security for the payment of the purchase  price as
                  evidenced  by the  promissory  note,  the Seller  shall have a
                  security  interest  in  common  shares of  Digital  and at the

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                  Closing the Buyer shall  deliver the  certificates  evidencing
                  such shares to Seller. All shares of Digital held in escrow by
                  Seller shall be endorsed in blank by the Buyer or  accompanied
                  by duly executed stock powers.  All rights in connection  with
                  or incident to the  ownership  of such shares  shall be vested
                  solely in the Buyer,  subject to the  provisions of the escrow
                  and the rights of the Seller as pledgee and secured party.

         (b)      Payment  and  Delivery  of  Shares.  Upon  payment by Buyer to
                  Seller  of the  purchase  price,  any and all  shares  held in
                  escrow shall be delivered to the Buyer.

         (c)      Default and Remedies. If at any time there occurs a default in
                  the  payment  by the Buyer of  principal  or  interest  of the
                  promissory  note  provided for in  paragraph 7, which  default
                  remains  uncured  for  five  (5)  days  after  written  notice
                  thereof,  all payments of unpaid  principal and interest shall
                  be accelerated  and shall become due and payable  immediately,
                  and the share  certificates shall be long to the Seller, or to
                  its assigns,  heirs, or personal  representative,  as the case
                  may be. The Seller shall have the right to sell such shares or
                  any part  thereof,  at public or  private  sale,  at which the
                  Seller may bid and  purchase,  on thirty (30) days'  notice in
                  writing to the Buyer;  and the seller shall apply the proceeds
                  of  such  sale to the  expenses  incident  thereto,  including
                  counsel fees, and to the payment of the principal and interest
                  upon the  promissory  note to the date of payment.  The Seller
                  shall have the right also to liquidate  and  dissolve  Digital
                  and,  discharging  its lawful  debts,  apply the  proceeds  of
                  liquidation  to the payment of  principal  and interest due on
                  the note. The surplus,  if any, resulting from the sale of the
                  shares of Digital by the Seller, or its liquidation,  shall be
                  paid over to the buyer.

         (d)      No Recourse  Against Buyer.  Liability of the Buyer to pay the
                  promissory  note is limited  to the shares  held by the Seller
                  and in no event  shall the Buyer be liable for any  deficiency
                  resulting  from such sale of shares or liquidation of Digital,
                  nor shall any  action or  proceeding  be brought by the Seller
                  against  the Buyer to  recover  judgment  against  it upon the
                  note.

         (e)      Restriction  on Activities of Buyer.  So long as there remains
                  an  outstanding  balance on the  promissory  note described in
                  paragraph  7, Buyer agrees not to do any of the  following.  A
                  failure to comply with such  prohibitions  shall  constitute a
                  default under the terms of said promissory note:

                  (i)      amend its Certificate of Incorporation of Bylaws;

                  (ii)     issue  or  sell  any  shares,  share-options,  bonds,
                           notes, or other  corporate  securities or obligations
                           in excess of  forty-nine  percent (49%) of the issued
                           and outstanding common stock;

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                  (iii)    sell, assign, or transfer any of its assets, tangible
                           or  intangible,  except  in the  ordinary  course  of
                           business;

                  (iv)     mortgage,  pledge,  create a security interest in, or
                           otherwise  encumber  any of its  assets,  tangible or
                           intangible,   except  in  the   ordinary   course  of
                           business;

                  (v)      declare or pay any  dividends or other  distributions
                           to shareholders,  whether in cash,  corporate shares,
                           or kind,  or  purchase or redeem any of its shares in
                           excess of Ten Thousand Dollars ($10,000) per annum;

                  (vi)     purchase  the  shares  or  securities  of  any  other
                           corporation;

                  (vii)    merge  or   consolidate   with  or  into  any   other
                           corporation, or liquidate or dissolve;

                  (viii)   lend  any of its  funds  or  act  as a  guarantor  or
                           surety;

                  (ix)     borrow any funds other than in the ordinary course of
                           business   for  amounts  in  excess  of   Twenty-Five
                           Thousand Dollars  ($25,000) from any source whatever,
                           whether secured or unsecured.

9.       Closing.  The  Closing  Date shall be October 5, 2001,  and the Closing
         shall take place at 10:00 A.M.  at the  offices of William B.  Barnett,
         Esq., at 15233 Ventura Boulevard,  Suite 410, Sherman Oaks, California,
         unless otherwise agreed to in writing by the Buyer and the Seller.  The
         effective  date of the sale and purchase of Digital  shall be September
         30, 2001.

10.      Indemnification.  The  Buyer  shall  indemnify  and hold  harmless  the
         Seller,  its  successors  and  assigns  against  any  and  all  damages
         resulting from any breach of any representation,  warranty or agreement
         set forth in this  Agreement,  or the  untruth  or  inaccuracy  thereof
         including,  but not limited to, all statements or figures  contained in
         any of the exhibits to this  Agreement.  The Buyer shall  indemnify and
         hold harmless the Seller against any and all debts, liabilities, choses
         in action,  or claims of any nature,  absolute or contingent,  together
         with all  expenses  and  legal  fees  resulting  from any such  breach,
         untruth,  or  inaccuracy,  or which may be incurred to  compromise,  or
         defend  such  liabilities,  choses in  action or claims of any  nature,
         absolute  or  contingent,  including,  but not  limited to, any and all
         liabilities  for federal  income or excise  taxes or state or municipal
         taxes of any nature.  This  obligation  to indemnify  and hold harmless
         shall survive the Closing but shall be limited to  liabilities of which
         the Buyer  shall  receive  notice  in  writing  from the  Seller or its
         successor or assigns within four (4) years from the date of the Closing
         of this  transaction.  The Seller,  its successors  and assigns,  shall


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         notify the Buyer of any such liability,  asserted liability,  breach of
         warranty,  untruth  or  inaccuracy  of  representation,  or  any  claim
         thereof,  with  reasonable  promptness,  and  the  Buyer  or his  legal
         representatives shall have, at his election, the right to compromise or
         defend any such matter involving  asserted liability of Digital through
         counsel of his own choosing,  at the expense of the Buyer.  Such notice
         and  opportunity  to compromise or defend,  if  applicable,  shall be a
         condition precedent to any liability of the Buyer under this Agreement.
         The Buyer shall  notify the Seller,  or its  successor  or assigns,  in
         writing promptly of his intention to compromise or defend any claim and
         the Seller,  its successors or assigns,  shall cooperate with the Buyer
         and his counsel in compromising or defending against any such claim.

11.      Arbitration.  All  disputes  between  Buyer and Seller  which cannot be
         resolved,  shall be submitted to binding arbitration in accordance with
         the rules of the  American  Arbitration  Association,  except  that any
         monetary claims for less than Five Thousand  Dollars  ($5,000) shall no
         be so submitted.  Notwithstanding  the  provisions  of this  paragraph,
         either party shall have the right to seek injunctive relief in relation
         to any  threatened  conduct,  which is  permitted  by  applicable  law.
         Expenses of arbitration shall be borne by the  non-prevailing  party in
         the  arbitration  proceeding,  unless  the  selected  arbitrator  shall
         determine otherwise.

         The procedure for arbitration  shall be in accordance with the rules of
         the  American  Arbitration  Association,  except  that Buyer and Seller
         shall each  select one  arbitrator,  and the two  selected  arbitrators
         shall choose a third arbitrator. Should either the Buyer or Seller fail
         to select an  arbitrator  within  ten (10) days  after  arbitration  is
         sought,  or if the  two  arbitrators  shall  fail  to  select  a  third
         arbitrator  within fifteen (15) days after  arbitration is sought,  the
         American Arbitration Association shall select the arbitrator.

12.      "Due on Sale"  Clause.  If at any time prior to December  31 2004,  the
         Buyer sells,  transfers or conveys more than seventy-five percent (75%)
         of the shares received pursuant hereto, or causes  substantially all of
         the assets of Digital to be sold,  the unpaid  balance of the  purchase
         price together with interest  thereon shall become  immediately due and
         payable by the Buyer.  Notwithstanding  the  foregoing,  however,  this
         paragraph  shall not be applicable to any sale,  transfer or conveyance
         of stock to any  subsidiary  of  Buyer in which  Buyer  has at least an
         eighty percent (80) interest.

13.      Expenses. Each party shall pay the expenses incurred by him or under or
         in connection with this Agreement,  including counsel fees and expenses
         of  his  or  its  representatives,  whether  or  not  the  transactions
         contemplated by this Agreement are consummated.

14.      Finder's  Fees.  The  Seller and the Buyer  represent  that there is no
         obligation  to pay any  commission  finder's  fee or similar  charge in
         connection with the  transactions  provided for in this Agreement.  The
         Seller and the Buyer will  indemnify and hold each other  harmless from
         and against any loss, liability and damage,  including expenses arising
         out of any claim for any such commission,  fee or charge, so far as any
         arises by reason of services alleged to have been rendered to or at the
         instance of such party.

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15.      Survival  of  Representations.  The  representations,   warranties  and
         agreements  of  Seller  and Buyer  contained  in this  Agreement  shall
         survive the Closing and shall be unaffected by any  investigation  made
         by any party at any time.

16.      Notices.  All  notices  given  under  any of  the  provisions  of  this
         Agreement  shall be  deemed  to have  been  duly  given by the Buyer if
         mailed by registered or certified mail or sent by courier  guaranteeing
         overnight delivery to the Buyer addressed to:

                           iVideoNow, Inc.
                           17327 Ventura Boulevard
                           Suite 200
                           Encino, CA 91316

         and shall be deemed to have been duly  given by the Seller if mailed by
         registered or certified mail or sent by courier guaranteeing  overnight
         delivery to the Buyer addressed to:

                           Pamela Jean Gerber
                           9739 Reseda Boulevard, #37
                           Northridge, CA 91324

         or to such other  address as each of the  foregoing  may  designate  in
         writing by  registered  or  certified  mail or by courier  guaranteeing
         overnight delivery to each of the others.

17.      Amendment.  Neither this Agreement nor any term or provision hereof may
         be changed, waived,  discharged, or terminated orally, or in any manner
         other  than by an  instrument  in writing  signed by the party  against
         which the enforcement of the change,  waiver,  discharge or termination
         is sought.

18.      Binding  Effect.  This Agreement shall be binding upon and inure to the
         benefit of the  respective  parties and their  successors  and assigns,
         heirs  and  personal  representatives,  except as  otherwise  expressly
         provided herein.

19.      Counterparts.   This  Agreement  may  be  executed  in  any  number  of
         counterparts, each of which shall be deemed to be an original.

20.      Waiver.  any  waiver  by  either  party  of any  breach  or any term or
         condition of this  Agreement  shall not be deemed a waiver of any other
         breach,  nor  shall  any  failure  to  enforce  any  provision  of this
         Agreement  operate  as a  waiver  of  such  provision  or of any  other
         provision,  nor  constitute  nor be deemed a waiver or  release  of any
         other party for anything  arising out of,  connected with or based upon
         this Agreement.


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            [SIGNATURE PAGE TO SALE AND PURCHASE OF SHARES AGREEMENT]


         In Witness  Whereof the parties have duly executed this Agreement as of
the date first-above written.

                                               BUYER:

                                               Pamela Jean Gerber

                                               By: /s/ Pamela Jean Gerber
                                                   -------------------------
                                                   Pamela Jean Gerber

                                               SELLER:

                                               iVideoNow, Inc.

                                               By: /s/ Peter B. Dunn
                                                   -------------------------
                                                   Peter B. Dunn, President


































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                                       A-1

                                    EXHIBIT A


$25,000.00                                                    September 30, 2001



         FOR VALUE  RECEIVED,  Pamela Jean  Gerber,  an  individual  ("Gerber"),
promises to pay to the order of iVideoNow, Inc. (the "Seller"), at 17327 Ventura
Boulevard,  Suite 200, Encino,  California  91316, or at such other place as the
Seller  may from  time to time  designate  in  writing,  the sum of  Twenty-Five
Thousand Dollars ($25,000), payable on December 31, 2006, together with interest
from the date hereof at the rate of eight  percent  (8%) per annum on the unpaid
portion of this Note.

         To  secure  the  payment  of this Note and the  indebtedness  evidenced
hereby, Gerber has pledged certificates representing One Thousand (1,000) shares
of  the  common  stock  of  Digital,  Corporate  Profiles,  Inc.,  a  California
corporation  ("Digital"),  which  shares  are held as a  security  for this Note
pursuant to the terms of an Agreement of Sale by and between the parties hereto,
dated  September 6, 2001  ("Agreement"),  and pursuant to the terms of an escrow
agreement by and between the parties hereto.

         The  liability of Gerber to pay this Note is limited to the shares held
in escrow as security for payment of this Note,  and in no event shall Gerber be
liable  for any  deficiency  resulting  from  the  sale of  such  shares  or the
liquidation  of Digital,  nor shall any action or proceeding be brought  against
Gerber to recover judgment against Gerber upon any unpaid balance of this Note.

         Gerber shall have the right to prepay the unpaid  principal in whole or
in part at any time at its option, without penalty or payment of interest beyond
the day of any such prepayment.

         The Seller,  its successors and assigns,  may declare the entire unpaid
principal amount of this Note and accrued  interest thereon  immediately due and
payable  in the event that  Gerber  defaults  in the  payment  of  principal  or
interest  under this Note,  and such default  remains  uncured for five (5) days
after written notice thereof, to Gerber in accordance with the notice provisions
contained in paragraph 16 of the Agreement.

                                             Pamela Jean Gerber


                                             By: /s/ Pamela Jean Gerber
                                                 ---------------------------
                                                 Pamela Jean Gerber









                                      A-1