Purchase Agreement (2003)Full Document 

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                               PURCHASE AGREEMENT
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     This  Purchase  Agreement (the "Agreement") is made and entered into on May
29,  2003,  by  and among Sharp Holding Corporation, a Delaware corporation (the
"Seller"),  and  Octopus  Media,  LLC, a Delaware Limited Liability Company (the
"Buyer"").

     WHEREAS,  the  Seller  owns  and  desires to sell: the HyperCD intellectual
property  as set forth in 
New  York City as set forth in Exhibit "B" hereto; the rights and obligations of
a  lease  for  office space in New York City as set forth in Exhibit "C" hereto;
the  URLs  as  set forth in Exhibit "D" hereto; the rights and obligations of an
employer  and employment agreements with certain persons as set forth in Exhibit
"E"  hereto;  the  rights  and  obligations  of  a  contracting party in certain
contracts  as set forth in Exhibit "F" hereto. All of the above are collectively
the  "Purchased  Assets";  and

     WHEREAS,  the  Seller  has  certain  liabilities  related  to  its  HyperCD
business,  which include obligations for ongoing operating expenses, obligations
of  the office lease in New York City and certain existing Employment Agreements
that  shall  be  assumed  by  the  Buyer,  all of the above are collectively the
"Assumed  Liabilities";  and

     WHEREAS,  the Buyer desires to purchase the Purchased Assets subject to the
Assumed  Liabilities;  and

     WHEREAS,  Buyer  desires  to  acquire 1,000,000 shares of restricted common
stock  of  the  Seller  (the  "Sharp  Stock"),  and  a warrant to purchase up to
1,000,000  restricted  shares of common stock of the Seller at an exercise price
of $0.10 per share expiring on May 31, 2008 (the "Sharp Warrants").

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements  and  the respective representations and warranties herein contained,
and  on  the  terms  and subject to the conditions herein set forth, the parties
hereto,  intending  to  be  legally  bound,  hereby  agree  as  follows:

                                    ARTICLE I
                        PURCHASE OF THE PURCHASED ASSETS;
                          ASSUMPTION OF LIABILITES; AND
                             ASSIGNMENT OF CONTRACTS

     Section 1.1     Purchase of the Purchased Assets.  Subject to the terms and
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conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer,
and  the  Buyer  agrees to purchase, all of the Purchased Assets and any and all
Assumed  Liabilities  related  thereto.  The  Bill of Sale and the Assignment of
Intellectual Property are set forth in Exhibits 1.1(a) and 1.1(b) hereto.

     Section  1.2     Purchase of Sharp Stock and Sharp Warrants. Subject to the
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terms and conditions set forth in this Agreement, at the Closing (as hereinafter
defined)  the  Seller  hereby agrees to sell and deliver to Buyer, and the Buyer
agrees  to  purchase  the  Sharp Stock and the Sharp Warrants (collectively, the
"Investment  in  Sharp").  The  Seller  shall  grant  to  the  Buyer  piggy-back
registration  rights  for  the  Sharp  Stock  and the stock underlying the Sharp
Warrants  as  set  forth  in  Section  5.11  herein

     Section 1.3     Assumption of the Assumed Liabilities. Subject to the terms
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and  conditions  set  forth  in  this  Agreement, at the Closing (as hereinafter
defined)  the  Buyer  hereby  agrees to assume all of the Assumed Liabilities as
defined  herein  and  as  set  forth on Exhibit 1.3-1, effective as of April 15,
2003, and to reimburse Seller, at Closing, for such Assumed Liabilities incurred
from  April 15, 2003 until the Closing Date.  In addition, Buyer shall reimburse
Seller,  at  Closing, for any deposits or prepayments on the office lease in New
York  City  as  set  forth  in  Exhibit  1.3-2.


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     Section  1.4    Assignment  of  Contracts.  Subject  to  the  terms  and
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conditions  set forth in this Agreement, at the Closing (as hereinafter defined)
the  Seller  hereby agrees to transfer, assign, convey and deliver to Buyer, and
the  Buyer  agrees  to assume, all of the contracts set forth in Exhibit "F" and
any and all liabilities related thereto (the "Contract Assignments").

     Section 1.5     Transactions.  The transactions described in this Section I
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are collectively the "Transactions".

     Section  1.6     Intent  of  the  Parties.  Although  the  Exhibits to this
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Agreement  are  intended  to  be  complete,  in  the event such Exhibits fail to
contain  the  description  of  any  asset  belonging  to Seller which is used in
connection  with  HyperCD  or  are  otherwise necessary for the ownership of the
HyperCD,  such  assets  shall  nonetheless be deemed transferred to Buyer at the
Closing.  Buyer  shall  not  assume  any  liabilities  other  than  the  Assumed
Liabilities.

                                   ARTICLE II
                              BUYER'S CONSIDERATION
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     As  consideration  for  the  Transactions,  the Buyer shall pay $150,000 as
consideration  for  the  Purchased  Assets and $150,000 as consideration for the
Sharp  Stock  and  the  Sharp  Warrants.  The  Buyer  shall  pay and deliver the
consideration  to  the  Seller  (the  "Buyer's  Consideration")  as  follows:

          (i)  $120,000  in  cash,  cashier's  check,  or  wire  transfer at the
               Closing,  or  by  the cancellation and voiding of indebtedness of
               the  Seller  to Frank Leo (the Manager of the Buyer) as evidenced

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