EXHIBIT 2.4

                            STOCK PURCHASE AGREEMENT
                                BETWEEN AND AMONG
                      ACCESS INTEGRATED TECHNOLOGIES, INC.,
                             A DELAWARE CORPORATION,

                         CORE TECHNOLOGY SERVICES, INC.,
                             A NEW YORK CORPORATION,

                                       AND


                                 ERIK B. LEVITT

                             DATED DECEMBER 22, 2003







                            STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT (this  "Agreement") is made this 22nd day of
December,  2003  between  and among  Access  Integrated  Technologies,  Inc.,  a
Delaware  corporation  ("Buyer"),  Core  Technology  Services,  Inc., a New York
corporation (the "Company"),  and Erik B. Levitt, an individual  residing at 401
East 34th Street, New York, NY 10016 (the "Seller").

                              W I T N E S S E T H :

     WHEREAS,  the Company is principally engaged in the engaged in the business
of providing network and systems management  services and technology  consulting
(the "Business");

     WHEREAS, the Seller is presently the owner of an aggregate of 100 shares of
common  stock,  par value $.01 per share of the Company (the  "Company  Stock"),
which represent all of the issued and outstanding  capital stock of the Company;
and

     WHEREAS,  the Seller  desires to sell his Company  Stock to Buyer and Buyer
desires to purchase all of the Company Stock from the Seller,  all in the manner
and subject to the terms and conditions hereinafter set forth.

     NOW, THEREFORE,  in consideration of the premises and the  representations,
warranties,  covenants and agreements herein contained, the parties hereby agree
as follows:


     1. TERMS OF ACQUISITION.

     1.1 STOCK PURCHASE.  Subject to the terms and conditions of this Agreement,
on the Closing  Date (as defined in Section 1.3 below),  the Seller  shall sell,
transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire
and accept from the Seller, all right,  title and interest of the Seller,  legal
and  equitable,  beneficially  and of record,  in and to the number of shares of
Company Stock set forth  opposite the Seller's name on Schedule 1.1 hereto under
the  caption  "Number  of Shares  Owned."  The  originally  issued  certificates
evidencing  the Company  Stock shall be delivered at the Closing to Buyer,  free
and clear of all liens,  claims,  security  interests  and  encumbrances  of any
nature whatsoever, accompanied by duly executed stock powers (endorsed in blank,
with signatures  guaranteed) and any necessary stock transfer tax stamps affixed
thereto.

     1.2 PURCHASE PRICE.  (a) As the purchase price for all of the Company Stock
(the "Purchase Price"), (i) Buyer shall pay to the Seller the sum of $250,000 in
cash (the "Cash  Purchase  Price");  and (ii)  100,000  shares of Class A Common
Stock (as  defined in Section  2.3(d)  hereof) of the Buyer (the  "Buyer  Common
Stock"),  the further transfer of which shall be restricted under the Securities
Act of 1933, as amended (the  "Securities  Act"),  and as provided under Section
2.2(f)  hereof.  The  Purchase  Price  shall be  allocated  for tax  purposes as
provided  on  Schedule  1.2 hereto  under the  caption  "Allocation  of Purchase
Price." The Cash  Purchase  Price  shall be payable in cash by wire  transfer of
immediately available funds to an account of the Seller designated in writing by
the Seller at or immediately prior to Closing.

          (b) The Buyer Common Stock shall be issued and delivered to the Seller
at the Closing.

          (c) The  number of shares  of the Buyer  Common  Stock to be issued in
accordance with Section 1.2(b) hereof shall be adjusted so as to give the Seller
the   economic    benefit   of   any   stock    dividends,    reclassifications,
recapitalizations,   split-ups,   exchanges  of  shares,   or   combinations  or
subdivisions  of Common  Stock (as  defined in Section  2.3(d)  hereof) of Buyer
(each,  a "Share  Adjustment")  effected  between the date of this Agreement and
each date of issuance of the shares of Common Stock in  accordance  with Section
1.2(b) hereof (each, an "Issuance  Date").  In particular,  without limiting the
foregoing,  if,  prior  to an  Issuance  Date,  Buyer  should  effect  a  split,
reclassification  or combination  of the Buyer Common Stock,  Buyer shall adjust
the total number of shares  (rounded to the nearest whole share) to be issued to
the Seller so that the Seller shall be entitled to receive such number of shares
of Buyer Common Stock as the Seller would have  received  pursuant to such Share
Adjustment had the record date and the issuance date therefore been  immediately
following  such  Issuance  Date.  If between the date of this  Agreement  and an
Issuance Date, Buyer shall  consolidate with or be merged with or into any other
corporation (a "Business  Combination") and the terms thereof shall provide that
Buyer Common Stock shall be  converted  into or exchanged  for the shares of any
other  corporation or entity,  then provision shall be made as part of the terms
of such Business Combination so that the Seller shall be entitled to receive, in
lieu of each share of Buyer Common Stock issuable under this Agreement, the same
kind an amount of  securities  or assets as the Seller would have  received with
respect to such shares if such Issuance Date had occurred  immediately  prior to
the consummation of the Business Combination.

          (c) (i) Each of the shares of Buyer  Common Stock issued to Sellers or
which shall become Pricing Eligible Shares (as defined below),  shall be subject
to a one-time  adjustment by the issuance of additional shares of Class A Common
Stock, on the applicable Pricing Date (as defined below) for such shares, if and
to the extent that on such  Pricing  Date the Minimum  Value (as defined  below)
shall  exceed the Fair Market  Value (as defined  below).  In such event,  Buyer
shall issue a fraction of a share,  which in no event shall exceed 0.20,  of its
Class A Common  Stock in respect of each  Pricing  Eligible  Share  equal to the
Adjusted Share Number calculated as follows:

(Pricing  Eligible  Shares x Minimum  Value) -
(Pricing  Eligible  Shares x Fair Market Value)
------------------------------------------------- = Adjusted Share Number
           Fair Market Value

               The Adjusted Share Number is in addition to the 100,000 shares of
Buyer Common Stock referenced in Section 1.2 (ii).

               (ii) For purposes of this Section 1.2, "FAIR MARKET  VALUE",  for
any day means:  the average  closing  price of the Class A Common Stock for each
day of the  Applicable  Period as reported by such  exchange or market,  or on a
consolidated tape reflecting transactions on such exchange or market.

               (iii) "APPLICABLE  PERIOD" means in respect of any of the Pricing
Eligible Shares,  the ninety (90) days  immediately  preceding the expiration of
the Lock-Up Period (as defined in Section 3.8 hereof).

               (iv)  "PRICING  ELIGIBLE  SHARES"  means,  with  respect  to each
Seller,  the number of shares of Buyer  Common  Stock held by such person on the
Pricing Date (A) that may be sold free of the lock-up  restrictions  pursuant to
Section 3.8 hereof as a result of an Underwriter's  Consent or the expiration of
the  Lock-Up  Period and (B) that are  either  registered  for resale  under the
Securities Act, or are freely transferable (whether or not subject to the volume
limitations  of  Rule  144(e))  pursuant  to  Rule  144  promulgated  under  the
Securities Act; provided,  however,  that in no event shall the aggregate number
of Pricing  Eligible  Shares  exceed the number of shares of Buyer  Common Stock
issued at Closing.

               (v) "MINIMUM VALUE" means $4.00.

               (vi)  "PRICING  DATE"  means,  with respect to any of the Pricing
Eligible Shares, the first trading day on which (A) such shares may be sold free
from the Lock-Up Period (whether due to the expiration thereof or as a result of
an  Underwriter's  Consent) and (B) shares may be sold by the holder pursuant to
Rule 144  promulgated  pursuant to the Securities Act (whether or not subject to
the volume limitation of Rule 144(e)) or an effective registration statement.

     1.3 CLOSING.

          (a) CLOSING DATE. The closing of the transactions contemplated by this
Agreement (the  "CLOSING")  shall take place at the offices of Buyer's  counsel,
Kirkpatrick & Lockhart LLP, located at 599 Lexington Avenue,  New York, New York
10022-6030,  on a mutually  agreeable  date prior to January 9, 2004 and at such
time as shall be agreed upon by Buyer and the Company (the "CLOSING DATE").

          (b) BUYER'S ANCILLARY AGREEMENTS.  Subject to the terms and conditions
set forth in this  Agreement,  and in  addition  to those  actions  set forth in
Section 1.2 above, at the Closing,  Buyer shall take, or cause to be taken,  the
following actions:

               (i) Execute and deliver Employment Agreement with Erik B. Levitt,
substantially  in the form  attached  hereto  as  EXHIBIT  B.1 (the  "EMPLOYMENT
AGREEMENT"); and

               (ii) Execute and deliver an assignment of all Accounts Receivable
and all  Accounts  Payable  as of the  Closing  Date to  Seller  (the  "ACCOUNTS
RECEIVABLE AND PAYABLE  ASSIGNMENT"),  in a form reasonably  acceptable to Buyer
and Seller.

               (iii)  Execute  and  deliver  an  assignment  of all  cash,  cash
equivalents  and  marketable  securities  as of the Closing  Date to Seller (the
"CASH ASSIGNMENT"), in a form reasonably acceptable to Buyer and Seller.

          (c) SELLER'S ANCILLARY AGREEMENTS. Subject to the terms and conditions
set forth in this  Agreement,  and in  addition  to those  actions  set forth in
Section 1.1 above, at the Closing,  Seller shall take, or cause to be taken, the
following actions:

               (i) Execute and deliver the Employment  Agreement,  substantially
in the form attached hereto as EXHIBITS B.1;

               (ii) Execute and deliver the Registration  Rights  Agreement,  by
and between Buyer and the Seller (the "REGISTRATION RIGHTS AGREEMENT");

               (iii)  Execute and deliver  releases from the Seller from any and
all debts,  obligations or liabilities owing from the Company to the Seller (the
"RELEASES"), substantially in the form attached hereto as EXHIBIT C.

               (iv) Deliver certificate from the Secretary of State of the State
of New York, providing that the Company has filed its most recent annual report,
has not filed a certificate of dissolution or withdrawal and is in good standing
in each such jurisdiction (the "CERTIFICATES OF STATUS"); and

               (v)  Deliver a favorable  opinion of  Kilstein &  Kilstein,  LLC,
counsel for the Company and the Seller,  dated as of the Closing  Date,  in form
and substance satisfactory to Buyer (the "LEGAL OPINION").

               (vi) Execute and deliver an assignment of all Accounts Receivable
and all  Accounts  Payable  as of the  Closing  Date to  Seller  (the  "ACCOUNTS
RECEIVABLE AND PAYABLE  ASSIGNMENT"),  in a form reasonably  acceptable to Buyer
and Seller.

               (vi)  Execute  and  deliver  an  assignment  of  all  cash,  cash
equivalents  and  marketable  securities  as of the Closing  Date to Seller (the
"CASH ASSIGNMENT"), in a form reasonably acceptable to Buyer and Seller.


     1.4 ADDITIONAL PURCHASE PRICE. (a) Following the Closing and subject to the
periodic determination of EBITDA (as defined in Section 1.4(b) below) in respect
of the Business,  an additional purchase price (the "ADDITIONAL PURCHASE PRICE")
may be paid by Buyer to the Seller as follows:

               (i) An Additional  Purchase  Price shall be paid to Seller in the
event that EBITDA in respect of the Business for the 12-month  period  beginning
on the first day of April 2004 ("YEAR  One") shall  exceed an annual base EBITDA
of $100,000 (the "ANNUAL  BASE").  The  Additional  Purchase  Price for Year One
shall equal two-thirds (2/3) of EBITDA over the Annual Base.

               (ii) An Additional Purchase Price shall also be paid to Seller in
the event that EBITDA for the 12-month period  beginning on the first day of the
month  following  the end of Year One ("YEAR TWO") shall exceed the Annual Base.
The Additional  Purchase Price for the Year Two shall equal  two-thirds (2/3) of
EBITDA over the Annual Base.

               (iii)  Finally,  an  Additional  Purchase  Price shall be paid to
Seller in the event that EBITDA for the 12-month  period  beginning on the first
day of the month  following the end of the Year Two ("YEAR  THREE") shall exceed
the Annual  Base.  The  Additional  Purchase  Price for Year Three  shall  equal
two-thirds (2/3) of EBITDA over the Annual Base.

          (b) For  purposes  hereof,  "EBITDA"  shall mean the  earnings  of the
Company  attributable  to the Business,  before  deduction for interest,  taxes,
depreciation and amortization,  as set forth in the EBITDA Statement (as defined
in Section  1.4(c)  below) for the 12-month  period ended as of the last date of
Year One, Year Two and/or Year Three (each, as defined in Section 1.4(c) hereof)
and as set forth in a separate  income  statement  maintained  for the Business,
each prepared in accordance with U.S. generally accepted  accounting  principles
("GAAP"), LESS (A) any extraordinary gain or loss, as that term is defined under
GAAP,  and (B) any amounts  received or  receivable  in respect of any  accounts
receivable,  claims or other rights accrued prior to April 1, 2004 to the extent
not reflected in the calculation of the EBITDA. The Business shall be maintained
as a separate  business  unit  during  Year One,  Year Two and Year  Three.  All
earnings  from any managed  network  services  within the Buyer  provided by the
Company's  business unit shall be considered  part of EBITDA for the purposes of
this  Section.  With  respect to any future  acquisitions  by the Buyer,  to the
extent  that the  acquired  company or  business  ("Future  Acquired  Business")
provides managed network services as part of its service offerings, any earnings
from the provision of such services by the Future Acquired Business shall not be
included as part of EBITDA for the purposes of this Section;  however, the Buyer
shall use reasonable efforts to direct to Company's business unit any additional
managed  network  services  from the  Future  Acquired  Business  for  customers
obtained after the date of acquisition.  If the Future Acquired  Business elects
to use any of the Company's managed network services, for either existing or new
customers,  the earnings from such services  shall be included as part of EBITDA
for the  purposes  of this  Section.  The  Business  shall be  credited  for any
services  provided  to other  business  units of the Buyer at prices not greater
than those charged in  arm's-length  transactions  The  corporate  allocation of
Buyer's overhead,  legal,  accounting and administrative charges to the Business
shall be limited to three (3) percent of revenue of the Company  attributable to
the Business. EBITDA shall be reduced by any charges incurred in connection with
the  Business's  use of  datacenter  or other  services  provided  by Buyer  and
assessed at prices not greater than those charged in arm's-length transactions.

          (c) Subject to Section  1.4(d)  hereof,  after the end of each of Year
One, Year Two and Year Three, Buyer shall deliver, or cause to be delivered, the
following: (i) an audited balance sheet as of March 31 of the 12-month period of
each of Year One,  Year Two and Year  Three and  related  statements  of income,
retained  earnings  and cash  flows  for the  period  then  ended,  all of which
financial  statements  shall be prepared in accordance with GAAP; (ii) unaudited
financial  statements  in respect of the  Business  for the period  beginning on
April 1 of the 12-month  period of each of Year One, Year Two and Year Three and
ending on the first,  second and third  anniversary  of the Closing Date, all of
which financial  statements shall be prepared in accordance with GAAP; and (iii)
Buyer's written statement containing,  in reasonable detail, Buyer's calculation
of EBITDA for the applicable year (each, an "EBITDA STATEMENT").

          (d) The  Additional  Purchase  Price paid in respect of Year One, Year
Two or Year  Three  shall be paid in the  combination  of cash and shares of the
Buyer Common Stock as follows: the cash portion shall represent thirty three (33
%)  percent  and the Buyer  Common  Stock  shall  represent  sixty  seven (67 %)
percent).  In connection  with payment of the  Additional  Purchase  Price,  the
number of shares of the Buyer Common Stock shall be determined based on the fair
market value of the such Stock at the time of final  determination  of EBITDA in
accordance with Section 1.4(f) hereof.

          (e) In the event the Seller,  based on the EBITDA Statement,  shall be
entitled to an Additional  Purchase  Price  pursuant to this Section 1.4,  Buyer
shall,  promptly after final  determination of EBITDA for each of Year One, Year
Two and/or Year Three in accordance with Section 1.4(f) hereof, (i) pay the cash
portion  thereof by wire transfer of immediately  available  funds to an account
designated  in writing by the Seller,  and (ii) issue shares of the Buyer Common
Stock.

          (f) The Seller shall have thirty (30)  business  days from delivery of
the EBITDA  Statement  to raise any  objection  thereto by  delivery  of written
notice  to Buyer  setting  forth  such  objections  in  reasonable  detail.  All
financial information contained therein in respect of which no such objection is
so delivered  within such 30-day period shall be deemed final and binding on the
parties.  In the event that any such objections are so delivered,  Buyer and the
Seller shall attempt,  in good faith,  to resolve such objections and, if unable
to do so within ten (10) days of delivery of such objections, shall, within five
(5)  business  days  thereafter  designate  a  nationally   recognized  firm  of
independent   public  accountants  (the  "INDEPENDENT   ACCOUNTANTS")   mutually
satisfactory to Buyer and the Seller. In the event that Buyer and the Seller are
unable to agree on the Independent  Accountants  within such  five-business  day
period,  the  Independent   Accountants  shall  be  designated  jointly  by  the
independent  accountants  of Buyer and the Seller  within ten (10) business days
thereafter.  The Independent  Accountants shall resolve all remaining objections
to the EBITDA Statement made by the Seller in accordance  herewith within twenty
(20)  business days from their date of  designation.  The  determination  of the
Independent  Accountants  shall be final and binding on the parties for purposes
of this  Section  1.4(f).  The fees and expenses of the  Independent  Accountant
shall be borne equally as between Buyer and the Seller.

          (g) In the  event  that the  Company  terminates  Seller's  Employment
Agreement without Cause (as defined in the Employment Agreement) during the term
of the Employment  Agreement,  the  Additional  Purchase Price for any remaining
period of time in Year One,  Year Two and year Three shall be  calculated  based
upon a proration of the EBITDA calculated for that portion of Year One, Year Two
and Year Three prior to such  termination of the Seller's  Employment  Agreement
and  shall  be  paid  within  60  days  of such  termination.  For  purposes  of
clarification  and  illustration,  an example of this  calculation  is set forth
below:

        Assume a Closing Date of January 5, 2004 and a  termination  of Seller's
Employment  Agreement  without  Cause as of March 31,  2005.  Further  assume an
EBITDA  calculation for Year One of $200,000.  Thus, at the end of Year One, the
Additional  Purchase  Price  shall be $100,000  multiplied  by 2 divided by 3 or
$66,666.67.  For the purposes of this Section 1.4 (g), the  Additional  Purchase
Price for Year Two shall be $100,000  multiplied by 2 divided by 3 or $66,666.67
and the Additional Purchase Price for Year Three shall be $100,000 multiplied by
2 divided by 3 or $66,666.67.  If the calculation  involves a partial year, then
the number of months shall be annualized in order to calculate a full year.

     1.5  PRORATION.  All unpaid  accrued  expenses and  unanticipated  expenses
incurred prior to the Closing Date associated  with the Business,  including but
not limited to payroll taxes,  sales taxes, IRS penalties and similar items, and
all accrued receivables  associated with Business,  including but not limited to
security deposits,  shall be prorated between Buyer and Seller as of the Closing
Date. Buyer and Seller shall settle such amounts on or before 365 days after the
Closing Date.


     2. REPRESENTATIONS AND WARRANTIES.

     2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY  AND THE SELLER.  The
Company and the Seller hereby, jointly and severally,  represent and warrant to,
and covenant and agree with, Buyer as follows:

          (a)  CAPITALIZATION.  The  authorized  capital  stock  of the  Company
consists of 1000 shares of Common Stock,  par value $.01 per share, of which 100
shares are issued and outstanding and owned by the Seller.  All issued shares of
Company Stock have been duly  authorized  and validly  issued and are fully paid
and nonassessable. All prior offerings and sales of Company Stock have been made
in  accordance  with  all  Federal  and  state  securities  laws.  There  are no
outstanding  obligations,   options,   warrants,   rights,  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 purchase or issuance
by the  Company  of any  authorized  but  not  outstanding,  or  authorized  and
outstanding  shares  of  capital  stock of the  Company.  There  is no  personal
liability attached to the Company Stock. No person has any preemptive or similar
rights in respect of any  securities of the Company.  The sale of such shares of
Company Stock by the Seller as provided  herein shall upon  consummation  of the
transactions  contemplated  hereby vest Buyer with good and marketable  title to
the  Company  Stock,  free  and  clear  of  all  liens,   charges,   claims  and
encumbrances.

          (b)   ORGANIZATION,   GOOD  STANDING  AND  POWER.  The  Company  is  a
corporation duly organized, validly existing and in good standing and authorized
to exercise its corporate  powers,  rights and privileges  under the laws of the
State of New York with full  corporate  power and  authority  to own,  lease and
operate its  properties  and to carry on the Business as presently  conducted by
it. The Company is not registered as a duly qualified and in good standing to do
business as a foreign company in any other states.  There are no other states or
jurisdictions  in which the  character and location of the  properties  owned or
leased  by it,  or the  conduct  of the  Business  makes  any such  registration
necessary,  except  where  the  failure  to be so  registered  would  not have a
material  adverse  effect on the  Business,  results  of  operations,  financial
position or  prospects of the Company or the value of its  properties  or assets
("MATERIAL   ADVERSE   EFFECT").   Copies  of  the  Company's   Certificate   of
Incorporation  and all  amendments  thereto,  and of the Company's  By-Laws,  as
amended to date,  are attached as Schedule  2.1(b) and are complete and correct.
The Company's minute books contain complete and accurate records of all meetings
and other material actions, including, without limitation,  actions by unanimous
written  consent of the Seller and the board of directors  of the  Company.  The
Company has a wholly-owned subsidiary Core  Technologies,-UAE,  LTD., a New York
Corporation,  which has no assets and has never had any  operations,  revenue or
liabilities of any sort.

          (c)  AUTHORITY.  The  execution  and  delivery  by the Company and the
Seller  of  this  Agreement  and  all of the  agreements,  schedules,  exhibits,
documents  and  instruments  specifically  provided for hereunder to be executed
and/or  delivered by any or all of them (all of the  foregoing,  including  this
Agreement, being hereinafter sometimes collectively referred to as the "EXECUTED
AGREEMENTS"),  the  performance  by the Company and any or all of the Seller (to
the extent that they are parties thereto) of their respective  obligations under
the Executed Agreements,  and the consummation of the transactions  contemplated
by the  Executed  Agreements,  have  been  duly and  validly  authorized  by all
necessary  action on the part of the Company and by the Seller,  and the Company
has all necessary power with respect  thereto.  The Executed  Agreements are, or
when  executed and delivered by the  delivering  parties shall be, the valid and
binding  obligations of the delivering  parties,  enforceable in accordance with
their respective terms,  except to the extent that enforceability may be limited
by general  equitable  principles  or the operation of  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws.  Neither the execution and delivery
by the Company  and the Seller (to the extent that they are parties  thereto) of
the Executed Agreements,  nor the consummation of the transactions  contemplated
thereby,  nor the  performance by the Company and the Seller (to the extent that
they are parties  thereto) of their  respective  obligations  under the Executed
Agreements,  shall  (nor with the  giving of notice or the lapse of time or both
would)  (i)  conflict  with  or  result  in a  breach  of any  provision  of the
Certificate  of  Incorporation  or By-Laws of the  Company,  (ii) give rise to a
default, or any right of termination, cancellation or acceleration, or otherwise
result in a loss of contractual benefits to the Company, under any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,
agreement or other  instrument  or obligation to which the Company or the Seller
is a party or by which the  Company  or any of its  properties  or assets may be
bound, (iii) violate any order, writ, injunction,  decree, law, statute, rule or
regulation  applicable  to the Company or the Seller or any of their  respective
properties  or assets,  (iv) result in the creation or  imposition  of any lien,
claim,  restriction,  charge or encumbrance upon any of the properties or assets
of the Company, or (v) to the knowledge of the Company and the Seller, interfere
with or otherwise adversely affect the ability of Buyer to carry on the Business
as now conducted by the Company.

          (d)  INTERESTS  IN  OTHER  ENTITIES.  The  Company  does  not (i) own,
directly or indirectly, of record or beneficially, any shares of voting stock or
other  equity  securities  of any other  corporation  or  entity,  (ii) have any
ownership  interest,  direct or  indirect,  of record  or  beneficially,  in any
entity, or (iii) have any obligation, direct or indirect, present or contingent,
to purchase or subscribe  for any interest in,  advance or loan moneys to, or in
any way make  investments  in, any person or entity,  or to share any profits or
capital investments in other persons or entities, or both.

          (e) GOVERNMENTAL  AUTHORIZATIONS;  THIRD PARTY CONSENTS.  No approval,
consent, compliance,  exemption,  authorization or other action by, or notice to
or filing with, any governmental authority or any other person or entity, and no
lapse of a waiting  period,  is  necessary  or  required  to be  obtained by the
Company or any Seller in connection with the execution,  delivery or performance
by any of  them,  of  this  Agreement,  any of the  Executed  Agreements  or the
transactions contemplated hereby and thereby.

          (f)  PROJECTIONS.  The  Company  has  delivered  to  Buyer  a  set  of
projections (the "PROJECTIONS"),  a copy of which is attached hereto as Schedule
2.1(f),  that the Seller has been  advised are material to Buyer in its decision
to enter into this Agreement. The Projections are based on the best estimates of
the Company and the Seller derived from reasonable  expectations at the time the
Projections  were made,  and the  Company and the Seller  believe  that Buyer is
justified  in  relying  thereon,  there  being,  however,  no  guarantee  of the
achievement of the Projections.

          (g) FINANCIAL  STATEMENTS.  Attached hereto as Schedule  2.1(g)(i) are
true and complete copies of the Company's unaudited balance sheet as of November
30, 2003 (the "Balance  Sheet") and the related  statements of income,  retained
earnings  and cash flows for the  12-month  period  then ended and for the prior
12-month period ended November 30, 2002.  Attached hereto as Schedule 2.1(g)(ii)
are true and complete copies of the Company's  proforma  balance sheet as of the
Closing Date.  Such balance  sheet shall  exclude  those assets and  liabilities
being  retained  by or assigned to Seller.  Seller and Company  represents  that
there shall be no accounts  payable  outstanding as of the Closing Date,  except
for payroll and sales tax items. All of such financial statements, including any
notes  thereto,  were prepared in  accordance  with GAAP applied on a consistent
basis throughout the periods involved and fairly present the financial  position
of the Company at and the  results of its  operations  for the  periods  covered
thereby.  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  accurately  reflect the basis for the  financial  condition and
results of operations of the Company as set forth in the financial statements.

          (h) ABSENCE OF UNDISCLOSED LIABILITIES.  The Company does not have any
liabilities,  commitments or obligations,  whether accrued, absolute, contingent
or otherwise that have not been described in Schedule 2.1(h) hereto.

               (i) ABSENCE OF CERTAIN  CHANGES.  Except as and to the extent set
forth in Schedule 2.1(i) hereto, since October 31, 2003, the Company has not:

               (i) suffered any material  adverse change in its working capital,
condition (financial or otherwise), assets, liabilities, business, operations or
prospects;

               (ii)  incurred any material  liabilities  or  obligations  except
items  incurred in the  ordinary  course of business  and  consistent  with past
practice,  none of which exceeds  $5,000  (counting  obligations  or liabilities
arising  from one  transaction  or a series  or  similar  transactions,  and all
periodic  installments or payments under any lease or other agreement  providing
for periodic installments or payments, as a single obligation or liability),  or
experienced  any increase in, or change in any assumption  underlying or methods
of calculating, any bad debt, contingency or other reserves;

               (iii) paid,  discharged  or satisfied any claim,  liabilities  or
obligations (absolute, accrued, contingent or otherwise) other than the payment,
discharge or satisfaction in the ordinary course of business and consistent with
past practice of liabilities  and obligations  reflected or reserved  against in
the Balance Sheet or incurred in the ordinary  course of business and consistent
with past practice since November 30, 2003;

               (iv)  permitted or allowed any of its  property or assets  (real,
personal or mixed,  tangible or  intangible)  to be subjected  to any  mortgage,
pledge, lien, security interest, encumbrance, restriction or charge of any kind,
other than taxes and general and special  assessments not in default and payable
without penalty of interest;

               (v)   written  off  as   uncollectible   any  notes  or  accounts
receivable,  except  for  write-offs  in the  ordinary  course of  business  and
consistent with past practice, none of which are material;

               (vi) canceled any debts or waived or suffered to lapse any claims
or rights of substantial value, or sold,  transferred,  or otherwise disposed of
any  of  its  properties  or  assets  (real,  personal  or  mixed,  tangible  or
intangible),  except in the ordinary course of business and consistent with past
practice;

               (vii) disposed of or suffered to lapse any rights to use any Toll
Free Telephone Number, Domain Name, patent, trademark,  trade name or copyright,
or disposed of or disclosed  (except as necessary in the ordinary conduct of the
Business) to any person any trade secret, formula, process or know-how;

               (viii)  granted  any  general  increase  in the  compensation  of
officers  or  employees  (including  any such  increase  pursuant  to any bonus,
pension,  profit-sharing  or other plan or  commitment)  or any  increase in the
compensation  payable or to become  payable to any  officer  or  employee,  and,
unless otherwise set forth in Schedule 2.1(i),  no such increase is customary on
a periodic basis or is required by agreement or understanding;

               (ix) made any single capital  expenditure or commitment in excess
of $5,000 for additions to property,  plant,  equipment or intangible  assets or
made aggregate  capital  expenditures and commitments in excess of $15,000 (on a
consolidated basis), for additions to property,  plant,  equipment or intangible
assets;

               (x) redeemed any shares of its capital stock or declared, paid or
set aside for  payment  any  dividend  or other  distribution  in respect of its
capital stock;

               (xi) made any change in any method of  accounting  or  accounting
practice;

               (xii)  paid,   loaned  or  advanced   any  amount  to,  or  sold,
transferred  or leased  any  properties  or  assets  (real,  personal  or mixed,
tangible or intangible)  to, or entered into any agreement or arrangement  with,
any  of  its  officers,  directors,  debtholders,  Seller  or  employees  or any
"affiliate"  or  "associate"  of any of its  officers,  directors,  noteholders,
Seller or employees (as such terms are defined in Rule 405 promulgated under the
Securities Act and as used herein, "AFFILIATE" and "ASSOCIATE");

               (xiii)  paid any  amount in respect  of debt for  borrowed  money
except for regularly  scheduled payments of principal and interest in accordance
with the terms thereof; or

               (xiv) agreed, whether in writing or otherwise, to take any action
described in this Section unless such action is specifically  excepted from this
Section or described in Schedule 2.1(i).

          (j) TAX MATTERS.

               (i) the  Company  has  filed  with the  appropriate  governmental
agencies all Federal,  state,  local or foreign tax returns and reports required
to be filed by it ("RETURNS"),  has paid in full or made adequate  provision for
the  payment  of, all taxes of every  nature,  including,  but not  limited  to,
income,  sales,  franchise  and  withholding  taxes  ("TAXES"),   together  with
interest,  penalties,  assessments and  deficiencies  owed by it (whether or not
shown on any  Returns),  and all such  Returns  were correct and complete in all
respects;

               (ii)  the  Company  is  not  currently  the  beneficiary  of  any
extension of time within which to file any Returns;

               (iii) the Company  has  previously  provided  Buyer with true and
complete copies of all such Returns filed within the past three (3) years;

               (iv)  there  are no filed  or  other  known  tax  liens  upon any
property or assets of the Company;

               (v) the  Company  has not waived any  statute of  limitations  in
respect  of Taxes or  executed  or filed  with any  governmental  authority  any
agreement  extending  the period for the  assessment or collection of any Taxes,
and it is not a party to any pending or, to the  Company's or the Seller's  best
knowledge, threatened action or proceeding by any governmental authority for the
assessment or collection of Taxes;

               (vi)  there is no  unresolved  written  claim  by a  governmental
authority in any  jurisdiction  where the Company does not file Returns that the
Company is or may be subject to taxation by such jurisdiction

               (vii)  there has been no  examination  or audit  with  respect to
Taxes with respect to any year;

               (viii) the Company has  withheld  and paid all Taxes  required to
have been  withheld  and paid in  connection  with  amounts paid or owing to any
employee, independent contractor, creditor, the Seller or other third party;

               (ix) the unpaid  Taxes of the Company (A) did not, as of the most
recent fiscal month end,  exceed the reserve for Tax  liability  (other than any
reserve for deferred Taxes  established to reflect  timing  differences  between
book and Tax income) set forth on the face of the Balance Sheet (rather than any
notes thereto) and (B) do not exceed that reserve as adjusted for the passage of
time through the Closing Date in accordance with the past custom and practice of
the Company in filing its Tax Returns;

               (x) the  Company  has not  filed a  consent  under  the  Internal
Revenue  Code of 1986,  as  amended  (the  "CODE"),  Section  341(f)  concerning
collapsible  corporations;  the Company has disclosed on its federal  income Tax
Returns  all  positions  taken  therein  that could  give rise to a  substantial
understatement  of federal  income Tax within the meaning of Code Section  6662;
and  the  Company  has  not  been a  member  of an  affiliated  group  filing  a
consolidated federal income Tax Return;

               (xi) the Company has not made any  payments,  is not obligated to
make  any  payments,  and is not a party to any  agreement  that  under  certain
circumstances  could  obligate  it to  make  any  payments,  that  will  not  be
deductible under Code Section 280G;

               (xii) The Company has one subsidiary and

               (xiii)  The  Company  will not be liable  for any Tax under  Code
Section 1374 in connection  with the deemed sale of the Company's  assets caused
by the Section 338(h)(10) Election,  as that term is defined in Section 6.1; and
the Company  has not, in the past 10 years,  (A)  acquired  assets from  another
corporation  in a transaction  in which the Company's Tax basis for the acquired
assets was determined, in whole or in part, by reference to the Tax basis of the
acquired assets (or any other  property) in the hands of the transferor,  or (B)
acquired  the  stock  of any  corporation  which  is a  qualified  subchapter  S
subsidiary.

          (k) LITIGATION.  Except as set forth in Schedule 2.1(k) hereto,  there
are no  claims,  suits  or  actions,  or  administrative,  arbitration  or other
proceedings or governmental investigations, pending, or to the best knowledge of
the  Company  and  the  Seller,  threatened  against  or  affecting,  or that is
reasonably  likely  to  affect,  the  Business  or  the  Company  or  any of its
properties,  assets or businesses or the transactions contemplated hereby. There
are no outstanding  judgments,  orders,  stipulations,  injunctions,  decrees or
awards against the Company that are not satisfied.

          (l) COMPLIANCE  WITH  APPLICABLE LAW. The Company is, and at all times
since its formation has been, in compliance with all Federal,  state,  local and
foreign laws,  statutes,  ordinances,  regulations,  and administrative  rulings
(collectively  "LAWS"),  promulgated by any governmental or regulatory authority
applicable to the Company or to the conduct of the Business or operations of the
Company  or to  the  use  of  its  properties  and  assets,  including,  without
limitation,  all Environmental  Laws (as defined in Section 2.1(m) hereof),  all
tax,  ERISA,  privacy,  employment  and human rights  Laws.  The Company has not
received any written  notices of  violation or alleged  violation of any laws by
the Company. Neither the Company nor the Seller knows of any pending or proposed
legislation  applicable  to  the  Company  or to  the  conduct  of  business  or
operations  of the  Company  that,  if  enacted,  could have a Material  Adverse
Effect.

          (m) ENVIRONMENTAL MATTERS. (i)

                    (A)  neither  the  Company  nor its  operations  or the real
property  owned or leased by the Company as set forth in Schedule  2.1(o) hereto
(the "Facilities") are subject to any outstanding written order,  consent decree
or settlement  agreement with any person relating to (1) any Environmental  Laws
(as defined in subsection (iii) below), (2) any Environmental  Claim (as defined
in subsection (iii) below), or (3) any Hazardous  Materials Activity (as defined
in  subsection  (iii)  below)  that,  individually  or in the  aggregate,  could
reasonably be expected to have a Material Adverse Effect;

                    (B) the Company has not  received  any letter or request for
information  under  Section  104 of the  Comprehensive  Environmental  Response,
Compensation, and Liability Act (42 U.S.C. Section 9604) or any comparable state
law;

                    (C)  there  are,  and  to the  Company's  and  the  Seller's
knowledge, have been no conditions, occurrences, or Hazardous Materials Activity
that could  reasonably be expected to form the basis of an  Environmental  Claim
against the Company that, individually or in the aggregate,  could reasonably be
expected to have a Material Adverse Effect;

                    (D)  neither  the  Company  nor,  to the  Company's  and the
Seller's  knowledge,  any predecessor of the Company,  has filed at any time any
notice  under any  Environmental  Law  indicating  past or present  treatment of
Hazardous  Materials (as defined in subsection  (iii) below) at the  Facilities,
and none of the Company's  operations  involves the generation,  transportation,
treatment,  storage,  or disposal of hazardous waste, as defined under 40 C.F.R.
Parts 260-270 or any state equivalent; and

                    (E)  compliance  with all current or reasonably  foreseeable
future   requirements   pursuant  to  or  under  Environmental  Laws  will  not,
individually or in the aggregate,  have a reasonable  possibility of giving rise
to a Material Adverse Effect.

                    (ii) Notwithstanding  anything in this Section 2.1(m) to the
contrary, no event or condition has occurred or is occurring with respect to the
Company relating to any Environmental Law, any Release (as defined in subsection
(iii)  below)  of  Hazardous  Materials,  or any  Hazardous  Material  Activity,
including any matter disclosed on Schedule 2.1(m),  that  individually or in the
aggregate  has had or could  reasonably  be expected to have a Material  Adverse
Effect.

                    (iii) The following  terms used in this Section 2.1(m) shall
have the following meanings:

                    (A)  "ENVIRONMENTAL  LAWS" shall mean any and all current or
future statutes,  ordinances,  orders, rules,  regulations,  guidance documents,
judgments,   governmental   authorizations,   or  any  other   requirements   of
governmental authorities relating to (1) environmental matters,  including those
relating to any Hazardous Materials Activity, (2) the generation,  use, storage,
transportation or disposal of Hazardous  Materials,  or (3) occupational  safety
and health,  industrial hygiene,  land use or the protection of human, plant, or
animal  health or  welfare,  in any  manner  applicable  to the  Company  or the
Facilities,  including the Comprehensive  Environmental Response,  Compensation,
and Liability  Act (42 U.S.C.  Section 9601 et SEQ.),  the  Hazardous  Materials
Transportation Act (49 U.S.C.  Section 1801 ET SEQ.), the Resource  Conservation
and Recovery Act (42 U.S.C.  Section 6901 ET SEQ.),  the Federal Water Pollution
Control  Act (33  U.S.C.  Section  1251 ET SEQ.),  the Clean Air Act (42  U.S.C.
Section 7401 ET SEQ.), the Toxic Substances Control Act (15 U.S.C.  Section 2601
ET SEQ.),  the Federal  Insecticide,  Fungicide  and  Rodenticide  Act (7 U.S.C.
Section 136 ET SEQ.), the Occupational Safety and Health Act (29 U.S.C.  Section
651 ET SEQ.),  the Oil  Pollution  Act (33 U.S.C.  Section 2701 ET SEQ.) and the
Emergency Planning and Community  Right-to-Know Act (42 U.S.C.  Section 11001 ET
SEQ.), each as amended or supplemented, any analogous state or local statutes or
laws, and any regulations promulgated pursuant to any of the foregoing.

                    (B)  "ENVIRONMENTAL  CLAIM"  shall  mean any  investigation,
notice, notice of violation, claim, action, suit, proceeding,  demand, abatement
order  or  other  order  or  directive   (conditional  or  otherwise),   by  any
governmental  authority  or any other  person,  arising  (1)  pursuant  to or in
connection with any actual or alleged violation of any Environmental Law, (2) in
connection  with any  Hazardous  Materials  or any actual or  alleged  Hazardous
Materials  Activity,  or (3) in  connection  with any actual or alleged  damage,
injury, threat or harm to heath, safety, natural resources or the environment.

                    (C)  "HAZARDOUS  MATERIALS"  shall  mean  (1) any  chemical,
material or substance at any time  defined as or included in the  definition  of
"hazardous substances",  "hazardous wastes",  "hazardous materials",  "extremely
hazardous waste", "acutely hazardous waste", "radioactive waste",  "biohazardous
waste",  "pollutant",  "toxic pollutant",  "contaminant",  "restricted hazardous
waste", "infectious waste", "toxic substances",  or any other term or expression
intended to define,  list or classify substances by reason of properties harmful
to  health,  safety or the  indoor or  outdoor  environment  (including  harmful
properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,
toxicity,  reproductive  toxicity,  "TCLP toxicity" or "EP toxicity" or words of
similar import under any applicable Environmental Laws), (2) any oil, petroleum,
petroleum  fraction or petroleum  derived  substance,  (3) any drilling  fluids,
produced waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources,  (4) any flammable
substances   or   explosives,   (5)   any   radioactive   materials,   (6)   any
asbestos-containing  materials,  (7)  urea  formaldehyde  foam  insulation,  (8)
electrical   equipment  that  contains  oil  or  dielectric   fluid   containing
polychlorinated biphenyls, (9) pesticides, and (10) any other chemical, material
or  substance,  exposure  to  which  is  prohibited,  limited  or  regulated  by
governmental  authority  or that may or could  pose a hazard to the  health  and
safety of the  owners,  occupants  or any other  persons in the  vicinity of the
Facilities or to the indoor or outdoor environment.

                    (D)  "HAZARDOUS  MATERIALS  ACTIVITY"  shall  mean any past,
current,  proposed or threatened  activity,  event or  occurrence  involving any
Hazardous  Materials,  including  the  use,  manufacture,  possession,  storage,
holding, presence, existence,  location, Release, threatened Release, discharge,
placement,  generation,  transportation,  processing,  construction,  treatment,
abatement,  removal,  remediation,  disposal,  disposition  or  handling  of any
Hazardous  Materials,  and any corrective action or response action with respect
to any of the foregoing.

                    (E)  "RELEASE"  shall  mean any  release,  spill,  emission,
leaking, pumping, pouring, injection,  escaping,  deposit, disposal,  discharge,
dispersal, dumping, leaching or migration of Hazardous Materials into the indoor
or outdoor  environment  (including,  without  limitation,  the  abandonment  or
disposal of any barrels,  containers or other closed receptacles  containing any
Hazardous Materials),  including the movement of any Hazardous Materials through
the air, soil, surface water or ground water.

          (n) PERMITS. A list of all permits, approvals, licenses, certificates,
franchises,  authorizations,  consents and orders  ("PERMITS")  necessary to the
operation  of the business of the Company in the manner in which it is presently
conducted is set forth on Schedule 2.1(m) hereto. All such Permits are valid and
remain in full force and effect.  The  Company  has not engaged in any  activity
that would cause  revocation  or suspension of any such Permits and no action or
proceeding  looking to or  contemplating  the  revocation  or  suspension of any
thereof  is pending or  threatened.  To the  knowledge  of the  Company  and the
Seller, no Permits (other than as set forth on Schedule 2.1(n)) will be required
to permit the Company to continue the Business substantially in the manner as it
is presently  conducted after the consummation of the transactions  contemplated
hereby.

          (o) TITLE TO PROPERTIES. The assets set forth on the Balance Sheet are
all of the material assets that are necessary for the conduct of the Business as
currently conducted by the Company.  The Company does not own any real property.
Except as set forth in Schedule 2.1(o) hereto, the Company has good title to all
of the  properties  and assets  (personal  and mixed,  tangible and  intangible)
reflected on the Balance Sheet or thereafter acquired or that it purports to own
free and clear of all mortgages,  liens, pledges, charges or encumbrances of any
nature  whatsoever,  except  those  referred to in the Balance  Sheet.  Schedule
2.1(o) also contains an accurate list setting forth,  and brief  description of,
all (i) leases  (whether by or to the Company) and contracts and commitments for
the purchase or sale or lease  (whether as lessor or lessee) of the Company with
respect to real  property  and (ii) leases  (whether by or to the  Company)  and
title  retention or conditional  sales  agreements  and other  security  devices
(whether as lessor or lessee) of the Company  with  respect to items of personal
property.   All  leases  listed  in  Schedule  2.1(o)  are  valid,  binding  and
enforceable  in accordance  with their terms,  and are in full force and effect,
except to the extent  that  enforceability  may be limited by general  equitable
principles  or  the  operation  of   bankruptcy,   insolvency,   reorganization,
moratorium  or similar  laws;  there are no  existing  defaults  by the  Company
thereunder and no event has occurred that (whether with or without notice, lapse
of time or both)  would  constitute  a default by the  Company  thereunder.  All
lessors  under such leases have  consented  (where such consent is necessary) to
the  consummation of the  transactions  contemplated  by this Agreement  without
requiring  modification of the rights and obligations of the Company thereunder.
The Lease (as defined in Section 1.3 (c)(vi))  terminates  by its terms on April
30, 2004. All of the tangible  property  (whether owned or leased) is located at
the real property owned or leased by the Company as set forth in Schedule 2.1(o)
hereto.

          (p) ACCOUNTS RECEIVABLE; ACCOUNTS PAYABLE, FIXED ASSETS; INVENTORY.

                    (i)  Schedule   2.1(p)(i)(a)  hereto  contains  a  true  and
complete list of the Company's accounts  receivable as of December 31, 2003, and
aging with  respect  thereto.  All of the  accounts  receivable  of the  Company
reflected  on  Schedule  2.1(p)(i)(a)  hereto  are good and  collectible  in the
ordinary course of business at the aggregate recorded amounts thereof,  less the
amount of the reserve for bad accounts reflected therein, and are not subject to
any offsets. A true and correct list of the Company's accounts  receivable as of
the Closing  Date,  and aging with  respect  thereto,  will be added to Schedule
2.1(p)(i)(a) at Closing ("Accounts Receivable").  The accounts receivable of the
Company added after the date hereof to Schedule  2.1(p)(i)(a) when added will be
good and collectible in the ordinary course of business at the aggregate amounts
recorded  on the  books of  account,  less the  amount  of the  reserve  for bad
accounts  reflected  therein  (which  reserve  has been  established  on a basis
consistent with prior practice and in accordance with GAAP) and will not subject
to any offsets.  Schedule  2.1(p)(i)(b) hereto contains a true and complete list
of the  Company's  accounts  payable as of  December  31,  2003  incurred in the
ordinary  course of  business  and are not  subject to any  offsets.  A true and
correct list of the  Company's  accounts  payable as of the Closing Date will be
added to Schedule 2.1(p)(i)(b) at Closing ("Accounts Payable").

                    (ii) Schedule 2.1(p)(ii) hereto contains a true and complete
list of all  machinery,  equipment  and other fixed  assets of the Company  (the
"EQUIPMENT"). Each such item of Equipment is in good operating condition, normal
wear and tear  excepted,  and is adequate  for the use to which it is being put.
Each such item has been maintained, in all material respects, in accordance with
prudent business practice and no such maintenance has been deferred.

                    (iii)  Schedule  2.1(p)(iii)  hereto  contains  a  true  and
complete  list of all  inventory of the Company and all items to be delivered to
the Business for such  inventory  after the Closing that are subject to purchase
commitments  outstanding  at the  Closing,  consist of items  that are,  or upon
delivery will be of a quality and quantity  presently usable and saleable in the
ordinary course of business.

          (q) INTELLECTUAL PROPERTY.  Schedule 2.1(q) hereto lists all licenses,
patents,  copyrights,  or trademarks owned or used by the Company in the conduct
of the Business and all applications therefor (the "INTELLECTUAL PROPERTY"). The
Company has and will convey to Buyer the right to perpetual  royalty-free use of
the Intellectual Property. No officer,  director or employee of the Company, the
Seller or any of their  Affiliates  or  Associates,  has any  ownership or other
interest in any of the Intellectual Property.  None of the Intellectual Property
is being  infringed upon by, or infringes,  any licenses,  patents,  copyrights,
trademarks or other intellectual  property rights of any other person or entity.
Except  as set  forth in  Schedule  2.1(q),  the  validity  of the  Intellectual
Property and the title  thereto of the Company have not been  questioned  in any
litigation  or  governmental  inquiry or  proceeding  to which the  Company is a
party,  and,  to the best  knowledge  of the  Company  and the  Seller,  no such
litigation, governmental inquiry or proceeding is threatened. The conduct of the
Business  as  presently   conducted  does  not  conflict  with  valid  licenses,
trademarks,  trademark rights, trade names, trade name rights,  service marks or
patents  of  others  in any way  likely to  affect  adversely,  in any  material
respect, the Intellectual Property.

          (r)  TOLL  FREE  TELEPHONE  NUMBERS.  The  Company  does  not have any
ownership  or other  interest in any Toll Free  Telephone  Numbers.  No officer,
director or employee of the Company,  the Seller or any of their  Affiliates  or
Associates  has any  ownership  or other  interest  in any Toll  Free  Telephone
Numbers. The Company has not warehoused, brokered or hoarded (as those terms are
defined in the Second Report and Order and Further Notice of Proposed Rulemaking
(FCC 97-123) by the Federal  Communications  Commission ("FCC")) any of the Toll
Free Telephone Numbers in violation of any applicable FCC rules or regulations.

          (s) DOMAIN NAMES. Schedule 2.1(s) hereto sets forth a complete list of
all Domain Names owned or used by the Company in the conduct of the Business. No
officer,  director  or  employee  of the  Company,  the  Seller  or any of their
Affiliates  or  Associates  has any  ownership  or other  interest in the Domain
Names.  None of the Domain Names  infringes any  trademarks,  trademark  rights,
trade names,  trade name rights or service marks of others.  The Company has not
obtained rights to any Domain Name in violations of any Laws, including, without
limitation, the Anticybersquatting Consumer Protection Act.

          (t) INSURANCE.  Schedule 2.1(t) hereto contains a complete and correct
list of all  policies  of  insurance  in which the  Company or its  officers  or
directors (in such  capacity) is an insured  party,  beneficiary or loss payable
payee.  Copies of all such policies have been previously provided to Buyer. Such
policies are in full force and effect.

          (u) BANK  ACCOUNTS;  CREDIT  CARDS;  CORPORATE  ACCOUNTS AND POWERS OF
ATTORNEY.  Schedule  2.1(u) hereto  contains a complete and correct list showing
(i) the name of each bank in which the  Company  has an account or safe  deposit
box and the names of all  persons  authorized  to draw  thereon  or have  access
thereto,  (ii) the names,  account  numbers and  balances of any credit lines or
credit  facilty of the Company,  (iii) the names of all credit card issuers with
whom the Company has an account and the names of all persons  authorized  to use
such accounts or have access thereto,  (iv) the names of all cellular telephone,
phone card or other corporate  accounts with whom the Company has an account and
the names of all persons  authorized to use such accounts or have access thereto
and (v) the names of all persons,  if any,  holding  powers of attorney from the
Company.

          (v)  EMPLOYEE  ARRANGEMENTS;  ERISA.  Except as set forth on  Schedule
2.1(v) hereto, the Company has (i) no union, collective bargaining,  employment,
management,  severance or consulting  agreements to which the Company is a party
or is otherwise bound, and (ii) no deferred compensation agreements, pension and
retirement plans,  profit-sharing  plans, stock purchase and stock option plans.
Schedule  2.1(v) hereto  contains a true and complete list of all  compensation,
incentive,  bonus, severance,  disability,  hospitalization,  medical insurance,
life  insurance  and other  employee  benefit  plans,  programs or  arrangements
maintained  by  the  Company  or  under  which  the  Company  has  any  material
obligations  (other than obligations to make current wage or salary payments) in
respect of, or that  otherwise  cover,  any of the  current or former  officers,
employees  or  consultants  of the  Company,  or  their  beneficiaries  (each an
"EMPLOYEE  BENEFIT PLAN" and  collectively  the "EMPLOYEE  BENEFIT  PLANS").  No
Employee Benefit Plan is subject to Title IV of the Employee  Retirement  Income
Security  Act of 1974,  as amended  ("ERISA"),  or Section 412 of the Code.  All
contributions to and payments from the Employee Benefit Plans that may have been
required to be made in accordance with the Employee Benefit Plans have been made
or are properly  accrued and  reflected  on the balance  sheets or the books and
records  of  the  Company.   Schedule   2.1(v)  hereto  also  lists  the  names,
compensation  and all accrued and unused  vacation  and sick time of all persons
employed by the Company.

          (w)  CERTAIN  BUSINESS  MATTERS.  (i) the Company is not a party to or
bound by any  distributorship,  dealership,  sales agency,  franchise or similar
agreement  that  relates to the sale,  distribution  or  servicing of any of its
material assets or services related thereto,  (ii) the Company does not have any
sole-source  supplier of significant  goods or services  (other than  utilities)
with  respect  to which  practical  alternative  sources  are not  available  on
comparable  terms and  conditions,  (iii)  there  are not  pending  and,  to the
Company's and the Seller's best knowledge  there are not  threatened,  any labor
negotiations  involving  or affecting  the Company or the  Business  and, to the
Company's and the Seller's best knowledge,  no organizing  activities  involving
union representation exist in respect of any of its employees,  (iv) the Company
neither  gives nor is bound by any express  warranties  relating to its services
and, to the best  knowledge  of the  Company  and the Seller,  there has been no
assertion of any breach of warranties that could have a Material Adverse Effect,
(v) to the best  knowledge of the Company and the Seller,  there are no problems
or potential  problems with respect to any product sold or services  provided by
the Company,  (vi) the Company is not a party to or bound by any agreement  that
limits its  freedom to  compete  in any line of  business  or with any person or
entity, (vii) to the Company's knowledge,  no employee of the Company is a party
to or bound by any agreement that limits his/her  freedom to compete in any line
of business  or with any person or entity,  (viii) the Company is not a party to
or bound by any agreement  which based on current  economic  circumstances  will
result in a loss when performed, and (ix) the Company is not a party to or bound
by any agreement or involved in any transaction in which any officer,  director,
debtholder or the Seller,  or any Affiliate or Associate of any such person has,
or had when made, a direct or indirect material interest.

          (x) CONTRACTS.  Schedule 2.1(x) hereto contains a complete and correct
list,  and brief  description,  of any and all  contracts,  agreements,  leases,
deeds, mortgages, notes, commitments,  obligations and undertakings to which the
Company is a party or otherwise  bound that  involve in excess of $10,000.  True
and  complete  copies of all written  contracts,  agreements,  mortgages,  notes
commitments,  obligations and  undertakings  set forth in Schedule 2.1(x) hereto
have been furnished to Buyer, and except as expressly stated in Schedule 2.1(x),
each of them is in full force and effect,  no person or entity  which is a party
thereto or  otherwise  bound  thereby is in  default  thereunder,  and no event,
occurrence, condition or act exists that, with the giving of notice or the lapse
of time or  both,  would  give  rise  to a  default  or  right  of  cancellation
thereunder,  and  the  Company  is  not in  default  thereunder  and  no  event,
occurrence,  condition or act exists by or on behalf of the Company which,  with
the  giving of notice or the lapse of time or both  would give rise to a default
by the Company thereunder, and to the Company's and the Seller's best knowledge,
there have been no threatened cancellations thereof and there are no outstanding
disputes thereunder.

          (y)  BROKERS.   Except  for  Corporate  Solutions  Group,  LLC,  whose
remuneration  remains the sole responsibility of the Seller , no agent,  broker,
person  or firm  acting  on behalf  of the  Company  or the  Seller or under the
authority  of any of the  foregoing,  is or shall  be  entitled  to a  brokerage
commission,  finder's fee, or other like payment in  connection  with any of the
transactions contemplated hereby, from the Company or the Seller.

          (z)  DISCLOSURE.  To the best knowledge of the Company and the Seller,
no representation or warranty made by the Company or the Seller herein or in any
of the Executed  Agreements  contains any untrue statement of a material fact or
omits  or will  omit to state a  material  fact  necessary  in order to make the
statements therein not misleading.

          (aa)  AFFILIATED  TRANSACTIONS.  No  Seller  (i)  is a  party  to  any
agreement,  transaction or  arrangement  (oral or written) with or involving the
Company or any  Associate or  Affiliate  of the Company,  or (ii) has any claim,
monetary or otherwise, of any sort against the Company. Notwithstanding anything
to the contrary  contained herein, the Seller hereby releases and discharges the
Company  from all  claims,  actions  or suits  that  the  Seller  now has or may
hereafter have against the Company.

          (bb) CLAIMS AGAINST THE COMPANY. The Company has no debts, obligations
or  liabilities  owing to the Seller and, to the best  knowledge of the Company,
nothing  exists that could give rise to a claim by the Seller of any such debts,
obligation or liability of the Company to the Seller.

          (cc) PRINCIPAL PLACE OF BUSINESS;  RESIDENCE.  The Company's principal
place of business is located at Suite 4419, 60 East 42nd Street,  New York,  New
York . The Seller resides at 401 East 34th Street, New York, NY 10016.

          (dd)  DISCLOSURE  SCHEDULES.  All  schedules  to  this  Agreement  are
integral parts to this Agreement. Nothing in a schedule shall be deemed adequate
to disclose an exception to a representation or warranty made herein, unless the
schedule  identifies the exception with reasonable  particularity  and describes
the relevant facts in reasonable detail,  including by explicit  cross-reference
to another  schedule to this Agreement.  Without  limiting the generality of the
foregoing, the mere listing, or inclusion of a copy, of a document or other item
shall not be deemed  adequate to disclose an  exception to a  representation  or
warranty  made herein,  unless the  representation  or warranty is being made in
connection with the existence of the document or other item itself.  The Company
and the Seller  are  responsible  for  preparing  and  arranging  the  schedules
corresponding  to  the  lettered  and  numbered  paragraphs   contained  herein.
Disclosure  made in a  specific  schedule  shall  not be  deemed  to  have  been
disclosed with respect to any other schedule unless an explicit  cross-reference
appears.

     2.2 REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and
warrants to, and covenants and agrees with Buyer as follows:

          (a) CAPACITY;  VALIDITY.  The Seller has the legal capacity to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  This  Agreement  has been duly and  validly  executed by The Seller and
constitutes  a valid and binding  obligation of The Seller  enforceable  against
it/him in accordance with its terms.

          (b)  SELLER'S  STOCK  OWNERSHIP.   The  Seller  holds  of  record  and
beneficially owns 100 shares of Common Stock of the Company  ("SHARES") and such
Shares  are free and  clear of any  restrictions  on  transfer  (other  than any
restrictions under the Securities Act and state securities laws), claims, taxes,
security interests,  options, warrants,  rights, contracts,  calls, commitments,
equities and demands.  The Seller is not a party to (or has otherwise waived all
rights  under)  any  option,  warrant,  right,  contract,  call,  put,  or other
agreement or commitment  providing for the  disposition  or  acquisition  of any
Shares  (other  than  this  Agreement).  The  Seller  is not a party  to (or has
otherwise   terminated)   any  voting  trust,   proxy,  or  other  agreement  or
understanding with respect to the voting of any Shares.

          (c) INVESTMENT INTENT. The Seller acknowledges that none of the shares
of Buyer  Common  Stock are  registered  under the  Securities  Act or any state
securities  laws.  The shares of Buyer  Common  Stock are being  acquired by The
Seller for investment  purposes only and not with a view to the  distribution or
resale thereof. The Seller has no present intention to sell or otherwise dispose
of the Buyer Common  Stock,  except in  compliance  with the  provisions  of the
Securities Act.

          (d)  INFORMATION.  The Seller (i) has such knowledge and experience in
financial and business  affairs that it/he is capable of  evaluating  the merits
and risks  involved in purchasing  the Buyer Common Stock,  (ii) is able to bear
the economic risks involved in purchasing the Buyer Common Stock,  and (iii) has
had the  opportunity  to ask questions of, and receive  answers from,  Buyer and
persons  acting on Buyer's  behalf  concerning  the terms and  conditions of the
Buyer  Common  Stock and to obtain  any  additional  information  in  connection
therewith.

          (e)  ACCREDITATION.  The Seller is an accredited  investor  within the
meaning of Regulation D of the Securities Act.

          (f) RESTRICTIONS ON TRANSFER.

                    (i) The Seller  agrees that he, she or it will not  transfer
or otherwise  dispose of (each, a "DISPOSITION"  or "DISPOSE") any of the shares
of Buyer  Common  Stock  (or any  interest  therein)  except  upon the terms and
conditions  specified herein and The Seller will cause any subsequent  holder of
The  Seller's  shares of Buyer Common Stock to agree to take and hold the shares
of Buyer Common Stock subject to the terms and conditions of this Agreement,  if
such shares of Buyer Common  Stock are required to include a legend  pursuant to
Section 2.2(f)(ii) hereof.

                    (ii)  Each  certificate  representing  the  shares  of Buyer
Common  Stock issued to The Seller or to any  subsequent  holder of The Seller's
shares shall include a legend in the following  form;  PROVIDED,  HOWEVER,  that
such legend  shall not be required  (and shall be removed) if a  Disposition  is
being made in connection with a sale of shares of Buyer Common Stock  registered
under the Securities  Act, or in connection  with a sale in compliance with Rule
144 under the Securities Act, as such Rule may be amended from time to time:

        THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
        UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES
        LAW, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
        TO AN EFFECTIVE REGISTRATION THEREOF OR A VALID EXEMPTION THEREFROM.

                    (iii)  Notwithstanding  anything  to the  contrary  in  this
Section  2.2(f),  The  Seller  shall not  Dispose  of any of the shares of Buyer
Common Stock except to the extent  permitted,  and in accordance with, the terms
of the Lock-up provision referred to in Section 3.8 hereof.


     2.3  REPRESENTATIONS  AND  WARRANTIES  WITH RESPECT TO BUYER.  Buyer hereby
represents  and  warrants  to, and  covenants  and agrees  with,  the Company as
follows:

          (a)  ORGANIZATION,  STANDING AND POWER.  Buyer is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with full corporate power and authority to own, lease and operate its
properties  and to carry on the  Business as  presently  conducted  by it and is
qualified in each other  jurisdiction in which  qualification is required for it
to own,  lease and operate its properties and carry on the Business as presently
conducted by it,  except to the extent that failure to so qualify would not have
a material adverse effect on the financial condition,  business or operations of
Buyer.

          (b)  AUTHORITY.  The execution and delivery by Buyer of this Agreement
and of each of the other Executed  Agreements to which it shall be a party,  the
performance  by Buyer of its  obligations  under this Agreement or such Executed
Agreements and the  consummation  of the  transactions  contemplated  hereby and
thereby, have been duly and validly authorized by all necessary corporate action
on the part of Buyer,  and Buyer has all necessary  corporate power with respect
thereto.  This Agreement and the Executed  Agreements  are, or when executed and
delivered  by Buyer  shall  be,  the  valid and  binding  obligations  of Buyer,
enforceable in accordance with their respective terms, except to the extent that
enforceability  may be limited by the  operation of  bankruptcy,  insolvency  or
similar  laws.  Neither the  execution  and  delivery  by Buyer of the  Executed
Agreements,  nor the consummation of the transactions  contemplated thereby, nor
the performance by Buyer of its obligations under the Executed Agreements, shall
(nor with the giving of notice or the lapse of time or both would) (i)  conflict
with or result in a breach of any provision of the Certificate of  Incorporation
or By-Laws of Buyer, or (ii) violate any order, writ,  injunction,  decree, law,
statute, rule or regulation to which Buyer is subject.

          (c) COMPLIANCE  WITH LAW.  Buyer is in compliance  with all applicable
law except as such  noncompliance  would not cause a material  adverse effect on
the financial condition of the Buyer and its subsidiaries taken as a whole.

          (d) CAPITALIZATION.  The authorized capital stock of Buyer consists of
(x)  80,000,000  shares of Common  Stock,  of which (i)  40,000,000  shares  are
designated  as Class A Common  Stock,  par value of $.001  per  share  ("CLASS A
COMMON  STOCK"),  and (ii)  15,000,000  shares are  designated as Class B Common
Stock,  par value of $.001 per share  ("Class B Common  Stock" and together with
the Class A Common Stock,  the "Common  Stock"),  and (y)  15,000,000  shares of
preferred stock, par value $.001 per share, (the "Preferred  Stock").  There are
6,473,254  shares of Class A Common Stock and 1,005,811 shares of Class B Common
Stock issued and outstanding,  which are the only shares of capital stock of the
Buyer  issued and  outstanding  on the date  hereof.  600,000  shares of Class A
Common Stock have been reserved for issuance  pursuant to the Buyer's 2000 Stock
Option Plan (the "2000 Stock Option  Plan"),  of which 473,897 shares of Class A
Common Stock are reserved for issuance under outstanding  employee stock options
under the 2000 Stock Option Plan. All of the issued and outstanding Common Stock
of Buyer is duly authorized, validly issued, fully paid and non-assessable.  All
the  issued  and  outstanding  Common  Stock,  as well as any other  outstanding
securities  convertible  into Common Stock of Buyer, has been issued and sold in
conformity with the requirements of the Securities Act, and all other applicable
federal and state laws relating to the issuance and sale of securities which are
applicable to the Corporation or any holder thereof.  The shares of Common Stock
being transferred to the Seller in accordance  herewith upon consummation of the
transactions contemplated hereby shall be duly and validly issued and fully paid
and nonassessable.  The Disposition of such shares of Common Stock to the Seller
as provided  herein shall upon  consummation  of the  transactions  contemplated
hereby vest the Seller with good and marketable title to the Common Stock,  free
and clear of all liens, charges, claims and encumbrances.

          (e) FINANCIAL STATEMENTS.  The audited statements of income,  retained
earnings and cash flows for the period  ending March 31, 2003 of Buyer have been
prepared in accordance with GAAP and fairly present in all material respects the
financial  position and the results of  operations  of the Buyer as of the dates
indicated.

          (f) ADVERSE CHANGE.  Since March 31, 2003,  there has been no material
adverse  change in the  financial  condition  of the Buyer and its  subsidiaries
taken as a whole.

     3. COVENANTS.  The Seller and the Company  jointly and severally  covenant,
and Buyer  covenants  and agrees to perform or take any and all such  actions to
effectuate the following from the date hereof until the Closing Date:

     3.1 INVESTIGATION BY BUYER.  Buyer may, prior to the Closing Date,  through
its  representatives  (including its counsel,  accountants and consultants) make
such investigations of the properties, offices and operations of the Company and
such audit of the  financial  condition of the Company as it deems  necessary or
advisable in connection with the transactions  contemplated  hereby,  including,
without  limitation,  any investigation  enabling it to familiarize  itself with
such properties, offices, operations and financial condition; such investigation
shall  not,  however,  affect the  Company's  or the  Seller's  representations,
warranties  and  agreements  hereunder.  The Company and the Seller shall permit
Buyer and its authorized  representatives  to have, after the date hereof,  full
access to the  premises and to all books and records and Returns of the Company,
and Buyer shall have the right to make copies  thereof and  excerpts  therefrom.
The Company and the Seller shall furnish Buyer with such financial and operating
data and other information with respect to the Company as Buyer may from time to
time reasonably request.

     3.2 CARRY ON IN ORDINARY COURSE. Except with Buyer's prior written consent,
the Company  shall,  and the Seller  shall  cause the  Company to,  carry on the
Business   diligently  and  substantially  in  the  same  manner  as  heretofore
conducted,   and  shall  not:  (a)  enter  into  or  agree  to  enter  into  any
extraordinary  transaction,  contract,  lease or  commitment;  (b)  declare  any
dividends,  nor make any  distributions  or  payments  to the Seller  other than
employment compensation and pass-through distributions by the Company in respect
of federal  and state  taxes on the income of the  Company  attributable  to the
Seller;  (c) redeem any capital  stock of the Company or issue any capital stock
or enter into any  agreement  that  grants a right to acquire any of the capital
stock of the  Company;  (d)  increase  the  compensation  of any employee of the
Company,  other than  ordinary  year-end  increases or enter into any  severance
agreement or employment  agreement with any employee of the Company; (e) loan or
advance  any  amounts to any  officer,  director,  the Seller or employee of the
Company  or enter into any  agreement  with any of the  foregoing  or any person
related to any of the  foregoing;  (f) acquire or dispose of any  assets,  other
than in the ordinary course of business;  (g) encumber or commit to encumber any
of its assets; (h) take any action, or suffer any action to be taken, that could
cause any of the  representations  or  warranties  of the Seller or the  Company
contained  herein not to be true and correct on and as of the Closing Date;  (i)
repay  (including  by way of  offset)  any  indebtedness  except  for  regularly
scheduled  payments  thereof  in  accordance  therewith;  or (j) enter  into any
agreement to take any of the foregoing actions.

     3.3 OTHER  TRANSACTIONS.  The Company and the Seller  shall not,  and shall
cause the Company's  managers,  officers,  employees,  agents and  Affiliates or
Associates not to, directly or indirectly, solicit or initiate the submission of
proposals from, or solicit, encourage,  entertain or enter into any arrangement,
agreement or understanding  with, or engage in any negotiations with, or furnish
any information to, any person,  other than Buyer or a  representative  thereof,
with respect to the  acquisition of all or any part of the Business or assets of
the  Company  or  any  of  its  securities.  Should  the  Company  or any of its
Affiliates  or  Associates,  during  such  period,  receive any offer or inquiry
relating to such acquisition, or obtain information that such an offer is likely
to be made, they will provide Buyer with immediate written notice thereof.

     3.4 CONSENTS. The Seller shall cause the Company to, and the Company shall,
use its best  efforts  to obtain in  writing,  prior to the  Closing  Date,  all
consents, approvals, waivers,  authorizations and orders necessary or reasonably
required  in order to permit  the  Company  and the  Seller to  effectuate  this
Agreement and to consummate  the  transactions  contemplated  hereby,  including
without  limitation  those consents set forth on Schedule 2.1(e)  (collectively,
"CONSENTS").  All  Consents  will  be in  writing  and  copies  thereof  will be
delivered to Buyer  promptly  after the Company's  receipt  thereof but no later
than immediately prior to Closing.

     3.5 SUPPLEMENTAL DISCLOSURE.  The parties agree that, with respect to their
representations  and  warranties  made  in  this  Agreement,  they  will  have a
continuing  obligation  to promptly  provide  detailed  disclosure to Buyer with
respect to any matter hereafter arising or discovered that, if existing or known
at the date of this Agreement and on the Closing Date,  would have been required
to be set forth or described in the schedules hereto;  PROVIDED,  HOWEVER,  that
none of such  disclosures  shall be deemed to modify,  amend or  supplement  the
representations  and warranties of the Company or Seller or the schedules herein
unless Buyer shall have consented thereto in writing.

     3.6 PUBLIC ANNOUNCEMENTS. The Seller, the Company and Buyer agree that they
will  consult  with each other  before  issuing any press  releases or otherwise
making any public  statements with respect to this Agreement or the transactions
contemplated  hereby  and any press  release or any  public  statement  shall be
subject to mutual  agreement  of the  parties,  except as may be required by the
disclosure  obligations of Buyer or its affiliates under  applicable  securities
laws.

     3 .7 BOOKS AND RECORDS. The Company and the Seller covenant and agree that,
from and after the date of the execution of this Agreement  until the Closing or
earlier  termination  of this  Agreement,  the  Company  and  Seller  shall make
available to the Buyer all financial  statements  structured in accordance  with
generally accepted accounting  principles by a qualified outside accounting firm
(assuming a March 31, 2003 fiscal year end), trial balances, accounts receivable
and accounts payable records,  and fixed asset details for a period of three (3)
fiscal years prior to the Closing Date,  including all financial  statements and
documents  necessary  for the Buyer's  accountants  to conduct an audit for such
time period (the "Financial Statements"). The Buyer shall have the right to have
audited financial statements prepared at Buyer's cost and the Company and Seller
shall cooperate and assist Buyer in preparing such audited financial statements,
including executing any documents required by the auditors.  The Company and the
Seller shall not destroy or dispose of any books,  records or files  relating to
the  Business  or the Company to the extent  that they  pertain to the  Business
prior to the Closing Date.

     3.8 LOCK-UP.  The Seller agrees to refrain,  for eighteen (18) months after
the effective date of the Initial Public Offering (the "LOCK-UP  PERIOD"),  from
making any public sale or  distribution  of any of their  shares of Buyer Common
Stock or Additional Buyer Common Stock, as applicable, without the prior written
consent of the Underwriter, provided, however, that from the date that is twelve
months and one day after the effective date of the Initial  Public  Offering and
until the date that is eighteen  months after the effective  date of the Initial
Public  Offering,  the  Seller  shall  be  permitted  to make a  public  sale or
distribution  of up to 10,000 shares of Buyer Common Stock or  Additional  Buyer
Common  Stock during any three month period  beginning  twelve  months after the
effective  date of the Initial  Public  Offering.  The Seller  further agrees to
execute and deliver any  agreement  to such effect  reasonably  requested by the
Underwriter.

     4. CONDITIONS TO CLOSING.

     4.1 CONDITIONS OF BUYER'S  OBLIGATION TO CLOSE.  The obligation of Buyer to
close  under this  Agreement  is subject to the  satisfaction  of the  following
conditions  any of  which  may be  waived  by Buyer  in  writing  at or prior to
Closing:

          (a) DUE DILIGENCE.  Buyer shall have completed,  to its  satisfaction,
its business, legal, tax and accounting due diligence.

          (b)  AGREEMENTS  AND  CONDITIONS.  On or before the Closing Date,  the
Seller  and the  Company  shall have  complied  with and duly  performed  in all
material  respects all agreements,  covenants and conditions on their part to be
complied with and performed  pursuant to or in connection with this Agreement on
or before the Closing Date.

          (c) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Seller and the Company contained in this Agreement,  or otherwise made in
connection with the transactions  contemplated hereby, shall be true and correct
in all  material  respects on and as of the Closing Date with the same force and
effect as though such  representations and warranties had been made on and as of
the Closing Date.

          (d)  NO  LEGAL  PROCEEDINGS.   No  court  or  governmental  action  or
proceeding  shall have been instituted or threatened to restrain or prohibit the
transactions contemplated hereby, and on the Closing Date there will be no court
or  governmental  actions  or  proceedings  pending  or  threatened  against  or
affecting  the Company  that  involve a demand for any  judgment  or  liability,
whether or not covered by insurance, and that may result in any material adverse
change in the business,  operations,  properties or assets or in the  condition,
financial or otherwise, of the Company.

          (e)  CERTIFICATE.  Buyer shall have received a  certificate  dated the
Closing Date and executed by the Seller and an authorized officer of the Company
to the effect  that the  conditions  expressed  in Sections  4.1(b),  4.1(c) and
4.1(d) have been fulfilled.

          (f)   CERTIFICATE  OF   ASSUMPTIONS.   Buyer  shall  have  received  a
certificate  dated the Closing Date and executed by the Seller and an authorized
officer of the Company setting forth the assumptions  relied upon by the Company
and the Seller in connection  with the  Projections  attached as Schedule 2.1(e)
hereto.

          (g) ABSENCE OF MATERIAL  CHANGES.  The Company shall have not suffered
any material  adverse  change in its working  capital,  condition  (financial or
otherwise),  assets,  liabilities,  business,  operations or prospects since the
date hereof.

          (h) GOVERNMENTAL APPROVALS. All consents,  authorizations or approvals
required to be obtained from any governmental  agencies,  departments,  bureaus,
commissions  and similar  bodies,  in connection  with the  consummation  by the
Company or the Seller of the transactions contemplated by this Agreement and the
operation of the Business of the Company by Buyer shall have been obtained.

          (i)  CONSENTS.  Buyer shall have  received all  Consents  necessary to
effectuate  this  Agreement  and to  consummate  the  transactions  contemplated
hereby.

          (j) REGISTRATION RIGHTS AGREEMENT.  The Seller shall have entered into
the Registration Rights Agreement.

          (k)  EMPLOYMENT  AGREEMENT.  The Seller  shall have  entered  into the
Employment  Agreement  substantially  in the form attached hereto as EXHIBIT B.1
and B.2.

          (l) RESIGNATIONS. Buyer shall have received the resignations of all of
the directors of the Company.

          (m)  CERTIFICATES  OF STATUS.  Buyer shall have  received  each of the
Certificates of Status.

          (n) OPINION OF COUNSEL.  The Seller shall have furnished  Buyer with a
favorable  opinion of Kilstein & Kilstein,  LLC, counsel for the Company and the
Seller,  dated as of the Closing  Date, in form and  substance  satisfactory  to
Buyer.

          (o) RELEASES.  Buyer shall have received the Releases from the Seller,
substantially in the form attached hereto as EXHIBIT C.

          (p)  ACCOUNTS  RECEIVABLE  ASSIGNMENT.  Buyer shall have  received the
Accounts Receivable and Payable Assignment.

          (q) CASH ASSIGNMENT. Buyer shall have received the Cash Assignment.

          (r) CLOSING  DELIVERIES.  Buyer shall have received at or prior to the
Closing all  documents  set forth in this Section 4.1 and such other  documents,
instruments, or certificates as Buyer may reasonably request, including, without
limitation, a certificate signed by an authorized  representative of the Company
attesting to the  authenticity of the resolutions  authorizing the  transactions
contemplated by this Agreement.

          (s) LINE OF CREDIT AND DEBT  TERMINATION.  Buyer  shall have  received
proof  that any  existing  lines of credit of the  Company  and any debts of the
Company have been fully satisfied and validly terminated.


     4.2 CONDITIONS OF THE SELLER'S AND THE COMPANY'S  OBLIGATIONS TO CLOSE. The
obligations  of the Seller and the  Company to close  under this  Agreement  are
subject to the following conditions any of which may be waived by the Company in
writing at or prior to Closing:

          (a) AGREEMENTS AND  CONDITIONS.  On or before the Closing Date,  Buyer
shall  have  complied  with and duly  performed  in all  material  respects  all
agreements,  covenants and conditions on their  respective  parts to be complied
with and performed pursuant to or in connection with this Agreement on or before
the Closing Date.

          (b) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Buyer contained in this Agreement,  shall be true and correct in all material
respects on and as of the Closing  Date with the same force and effect as though
such representations and warranties had been made on and as of the Closing Date.

          (c)  NO  LEGAL  PROCEEDINGS.   No  court  or  governmental  action  or
proceeding  shall have been instituted or threatened to restrain or prohibit the
transactions contemplated hereby.

          (d) CLOSING CERTIFICATE.  The Seller shall have received a certificate
dated the  Closing  Date and  executed  by  authorized  officers of Buyer to the
effect that the conditions contained in Sections 4.2(a),  4.2(b) and 4.2(c) have
been fulfilled.

          (e) GOVERNMENTAL APPROVALS. All consents,  authorizations or approvals
required to be obtained from any governmental  agencies,  departments,  bureaus,
commissions and similar bodies,  in connection with the consummation by Buyer of
the transactions contemplated by this Agreement shall have been obtained.

          (f) CLOSING DELIVERIES. The Company and the Seller shall have received
at or prior to the Closing all  documents set forth in this Section 4.2 and such
other documents,  instruments,  or certificates as the Company or the Seller may
reasonably  request,  including,  without  limitation,  a certificate  signed by
authorized  representatives  of  Buyer  attesting  to  the  authenticity  of the
resolutions authorizing the transactions contemplated by this Agreement.

     5. FURTHER  ASSURANCES.  From time to time after the  Closing,  and without
further  consideration,  the  Company  shall  execute  and  deliver  such  other
instruments of conveyance, assignment, transfer and delivery and take such other
actions as Buyer may reasonably request in order more effectively to transfer to
and to place Buyer in possession  or control of, all of the rights,  properties,
assets and  businesses  intended to be transferred  hereunder,  to assist in the
collection  of any and all such  rights,  properties  and assets,  and to enable
Buyer to  exercise  and to enjoy all of the rights and  benefits  of the Company
with respect thereto.

     6. CERTAIN TAX MATTERS.

     6.1 ALLOCATION OF PURCHASE PRICE.  Buyer,  the Company and the Seller agree
that the Purchase Price and the  liabilities of the Company (plus other relevant
items)  will  be  allocated  to the  assets  of the  Company  for  all  purposes
(including  Tax and  financial  accounting)  in a  manner  consistent  with  the
estimated  fair  market  values set forth in the  Allocation  Schedule  attached
hereto as SCHEDULE  6.1.  Buyer,  the Company,  and the Seller will file all Tax
Returns  (including  amended  returns  and claims for  refund)  and  information
reports in a manner consistent with such values.

     6.2 TAX PERIODS  ENDING ON OR BEFORE THE CLOSING DATE.  Buyer shall prepare
or cause to be  prepared  and file or cause to be filed all Tax  Returns for the
Company  for all periods  ending on or prior to the Closing  Date that are filed
after the Closing  Date.  Buyer shall permit the Seller to review and comment on
each such Tax Return described in the preceding sentence prior to filing. To the
extent  permitted by applicable law, the Seller shall include any income,  gain,
loss,  deduction  or other tax items for such  periods on their Tax Returns in a
manner  consistent with the Schedule K-1s furnished by the Company to the Seller
for such periods.  The Seller shall reimburse Buyer for any Taxes of the Company
with respect to such periods  within fifteen (15) days after payment by Buyer or
the  Company  of such Taxes to the extent  such Taxes are not  reflected  in the
reserve  for  Tax  Liability   (rather  than  any  reserve  for  deferred  Taxes
established to reflect timing differences  between book and Tax income) shown on
the face of the Closing Balance Sheet.

     6.3 COOPERATION ON TAX MATTERS.

          (a) Buyer,  the Company,  and the Seller shall cooperate fully, as and
to the extent  reasonably  requested by the other party,  in connection with the
filing of Tax Returns  pursuant to this  Section  and any audit,  litigation  or
other  proceeding  with respect to Taxes.  Such  cooperation  shall  include the
retention  and (upon the other  party's  request)  the  provision of records and
information which are reasonably relevant to any such audit, litigation or other
proceeding  and making  employees  available on a mutually  convenient  basis to
provide  additional   information  and  explanation  of  any  material  provided
hereunder.  The Company and the Seller agree (i) to retain all books and records
with  respect to Tax matters  pertinent  to the Company  relating to any taxable
period  beginning before the Closing Date until the expiration of the statute of
limitations (and, to the extent notified by Buyer or the Seller,  any extensions
thereof) of the respective taxable periods, and to abide by all record retention
agreements  entered into with any taxing  authority,  and (ii) to give the other
party reasonable written notice prior to transferring,  destroying or discarding
any such books and records and, if the other party so  requests,  the Company or
the Seller,  as the case may be, shall allow the other party to take  possession
of such books and records.

          (b) Buyer and the Seller  further  agree,  upon request,  to use their
best efforts to obtain any  certificate or other document from any  governmental
authority or any other person or entity as may be necessary to mitigate,  reduce
or eliminate any Tax that could be imposed (including,  but not limited to, with
respect to the transactions contemplated hereby).

     6.4  CERTAIN  TAXES.  All  transfer,   documentary,   sales,   use,  stamp,
registration  and  other  such  Taxes  and fees  (including  any  penalties  and
interest)   incurred  in  connection   with  this   Agreement   (including   any
corporate-level  gains tax triggered by the sale of the Company  stock,  and any
similar  tax  imposed  in other  states or  subdivisions),  shall be paid by the
Seller when due, and the Seller will, at its own expense, file all necessary Tax
Returns and other documentation with respect to all such transfer,  documentary,
sales,  use, stamp,  registration  and other Taxes and fees, and, if required by
applicable  law,  Buyer  will,  and will cause its  affiliates  to,  join in the
execution of any such Tax Returns and other documentation.

     7. INDEMNIFICATION.

     7.1 SURVIVAL OF REPRESENTATIONS.  The representations and warranties of the
Company and the Seller in this Agreement or in any document  delivered  pursuant
hereto shall survive the Closing Date for a period of three (3) years, and shall
then terminate; PROVIDED, HOWEVER, that (i) any such representation and warranty
shall survive the time it would otherwise  terminate only with respect to claims
of which  notice  has been given as  provided  in this  Agreement  prior to such
termination and (ii) such time limitation shall not apply to the representations
and  warranties   set  forth  in  Sections   2.1(a)   (Capitalization),   2.1(b)
(Organization,  Good Standing and Power), 2.1(g) (Financial Statements),  2.1(j)
(Tax Matters),  and 2.1(m)  (Environmental  Matters) hereof, which shall survive
until the expiration of the applicable statute of limitations.

     7.2 INDEMNITORS;  INDEMNIFIED PERSONS. For purposes of this Section 7, each
party that,  pursuant  to this  Section 7, shall  agree to  indemnify  any other
person or entity shall be referred to, as applicable,  as the "INDEMNITOR",  and
each such person and entity who is entitled to be  indemnified by any Indemnitor
shall  be  referred  to  as  the  "INDEMNIFIED  PERSON"  with  respect  to  such
Indemnitor.

     7.3  INDEMNITY  OF  THE  COMPANY  AND  THE  SELLER.  The  Company  (if  the
transaction  does not  close)  and the  Seller  (if there is a  Closing)  hereby
jointly and severally  agree to defend,  indemnify,  hold harmless and reimburse
Buyer and their directors,  officers,  agents and employees from and against any
and all  claims,  liabilities,  losses,  damages and  expenses  incurred by such
Indemnified  Persons  (including  reasonable  attorneys' fees and disbursements)
that shall be caused by or related  to or shall  arise out of: (a) any  material
breach (or alleged breach in connection  with a claim asserted by a third party)
of any  representation or warranty of the Company and/or the Seller contained in
this  Agreement;  (b) any  failure  on the part of  Seller  to pay any  Accounts
Payable as of the Closing Date pursuant to the Accounts  Receivable  and Payable
Assignment; (c) any failure on the part of Seller to pay off any credit lines or
debts  outstanding as of the Closing Date; and (d) any breach of any covenant or
agreement of the Company or the Seller  contained in this  Agreement,  and shall
reimburse  such  Indemnified  Persons  for all  costs  and  expenses  (including
reasonable  attorneys'  fees and  disbursements)  as they shall be incurred,  in
connection  with paying,  investigating,  preparing for or defending any action,
claim, investigation,  inquiry or other proceeding, whether or not in connection
with pending or threatened litigation,  that shall be caused by or related to or
shall  arise out of such breach (or alleged  breach in  connection  with a claim
asserted by a third party),  whether or not any such Indemnified Person shall be
named  as a  party  thereto  and  whether  or not  any  liability  shall  result
therefrom. The Seller and the Company further agree that they shall not, without
the prior written  consent of Buyer settle or compromise or consent to the entry
of any judgment in any pending or threatened claim,  action,  suit or proceeding
in  respect  of  which  indemnification  may be  sought  hereunder  unless  such
settlement, compromise or consent shall include an unconditional release of each
Indemnified Person under this Section 7.3 from all liability arising out of such
claim, action, suit or proceeding.

     7.4  INDEMNITY OF BUYER.  Buyer hereby  agrees to defend,  indemnify,  hold
harmless and reimburse  the Seller and the Company and the Company's  directors,
officers, agents and employees from and against any and all claims, liabilities,
losses,  damages and expenses incurred by them (including  reasonable attorneys'
fees and  disbursements)  which  shall be caused by or related to or shall arise
out of: (a) any material  breach (or alleged  breach in connection  with a claim
asserted by a third party) of any  representation or warranty of Buyer contained
in this  Agreement;  (b) any  breach  of any  covenant  or  agreement  of  Buyer
contained in this Agreement;  and (c) any Assumed Liability and the operation of
the Business after Closing, and shall reimburse such Indemnified Persons for all
costs and expenses (including  reasonable  attorneys' fees and disbursements) as
shall be incurred,  in connection with paying,  investigating,  preparing for or
defending any action, claim, investigation, inquiry or other proceeding, whether
or not in connection with pending or threatened litigation, that shall be caused
by or  related  to or shall  arise  out of such  breach  (or  alleged  breach in
connection  with a claim asserted by a third party) or any Assumed  Liability or
the operation of the Business  after  Closing,  whether or not such  Indemnified
Persons shall be named as a party thereto and whether or not any liability shall
result  therefrom.  Buyer  further  agrees that it shall not,  without the prior
written  consent of the Company and the Seller,  settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit or
proceeding in respect of which  indemnification  may be sought  hereunder unless
such settlement, compromise or consent shall include an unconditional release of
each Indemnified Person under this Section 7.4 from all liability arising out of
such claim, action, suit or proceeding.

     7.5 PROCEDURES FOR INDEMNIFICATION;  DEFENSE.  Promptly after receipt by an
Indemnified  Person of notice of the  commencement  of any action or  proceeding
with respect to which indemnification may be sought hereunder,  such Indemnified
Person  shall  notify  the  Indemnitor  of the  commencement  of such  action or
proceeding,  but  failure  to so notify the  Indemnitor  shall not  relieve  the
Indemnitor  from  any  liability  that the  Indemnitor  may  have  hereunder  or
otherwise, unless the Indemnitor shall be materially prejudiced by such failure.
If the Indemnitor  shall so elect,  the  Indemnitor  shall assume the defense of
such  action or  proceeding,  including  the  employment  of counsel  reasonably
satisfactory  to  such   Indemnified   Person,   and  shall  pay  the  fees  and
disbursements  of such counsel.  In the event,  however,  that such  Indemnified
Person shall  reasonably  determine in its judgment that having  common  counsel
would present such counsel with a conflict of interest or  alternative  defenses
shall be available to an Indemnified  Person or if the Indemnitor  shall fail to
assume the defense of the action or  proceeding  in a timely  manner,  then such
Indemnified  Person may employ separate counsel to represent or defend it in any
such action or proceeding and the Indemnitor  shall pay the reasonable  fees and
disbursements of such counsel; PROVIDED,  HOWEVER, that the Indemnitor shall not
be required to pay the fees and  disbursements of more than one separate counsel
for  all  Indemnified  Persons  in any  jurisdiction  in any  single  action  or
proceeding.  In any action or  proceeding  the  defense of which the  Indemnitor
shall assume, the Indemnified Person shall have the right to participate in (but
not control) such  litigation and to retain its own counsel at such  Indemnified
Person's own expense except as otherwise  provided above in this Section 7.5, so
long as such participation  does not interfere with the Indemnitor's  control of
such litigation.

     8. NON-COMPETITION; CONFIDENTIALITY.

     8.1  NON-COMPETITION.  Following  the Closing Date and for a period of five
(5) years  thereafter  (the  "NON-COMPETITION  PERIOD"),  the Seller  shall not,
directly or  indirectly:  (a) engage in any business or activity  that  competes
with the  Company,  anywhere  in the United  States;  (b) operate or control the
operation of any data center business,  or other business that competes with any
business  unit of the  Company,  within a fifty (50) mile  radius,  measured  by
automobile,  of any  colocation  facility  owned  and  controlled,  directly  or
indirectly,  by the  Purchaser  on the Closing  Date (c) enter the employ of any
person or entity  engaged in any  business or activity  that  competes  with the
Business or render any  consulting or other services to any person or entity for
use in or with  the  effect  of  competing  with  the  Business;  or (d) have an
interest in any business or activity that  competes  with the  Business,  in any
capacity,  including, without limitation, as an investor, partner,  stockholder,
officer, director,  principal, agent, employee, or creditor;  PROVIDED, HOWEVER,
that  nothing  herein  shall  prevent the purchase or ownership by the Seller of
less than 3% of the outstanding  equity securities of any class of securities of
a company  registered  under  Section 12 of the  Securities  and Exchange Act of
1934,  as amended.  Notwithstanding  anything to the contrary  contained in this
Section 8, his  Employment  Agreement  or the  Confidentiality,  Inventions  and
Non-Compete  Agreement,  Seller may, upon (i)  termination  of employment by the
Company  without  Cause  (as  defined  in his  Employment  Agreement),  or  (ii)
expiration of the Employment Term (as defined in his Employment  Agreement),  be
employed  by an  enterprise  company as an  in-house  member of the  information
technology  department  so long as such  company  is not  engaged,  and does not
become engaged, in the Business;  PROVIDED, that, prior to commencing employment
with any such company, Seller shall deliver written notice to such company, with
a copy to the Company,  of his obligations  hereunder and under the terms of his
Confidentiality, Inventions and Noncompete Agreement.

     8.2 NO COMPETING  INTERESTS.  The Seller hereby  represents and warrants to
Buyer that he has no  ownership  or other  interest in any  business or activity
that competes, directly or indirectly, with the Business.

     8.3 NON-SOLICITATION.  During the Non-Competition  Period, the Seller shall
not, directly or indirectly,  hire, offer to hire, divert,  entice away, solicit
or in any other  manner  persuade  or attempt to persuade  ("SOLICITATION")  any
person who is, or was, at any time  within the twelve (12) months  prior to such
Solicitation,   an  officer,  director,  employee,  agent,  licensor,  licensee,
customer,  or  supplier of Buyer or any of its  affiliates  or  subsidiaries  to
discontinue, cease or alter his, her or its relationship therewith.

     8.4  NON-DISRUPTION.  During the  Non-Competition  Period, the Seller shall
not, directly or indirectly,  interfere with,  disrupt or attempt to disrupt any
present or prospective relationship,  contractual or otherwise, between Buyer or
any of its affiliates,  on the one hand, and any of its customers,  suppliers or
employees, on the other hand.

     8.5  CONFIDENTIALITY.  The  Seller  shall  not at  any  time,  directly  or
indirectly,   use,   communicate,   disclose  or  disseminate  any  Confidential
Information (as defined below) in any manner whatsoever  (except to his personal
financial  or legal  advisors  and as may be  required  under  legal  process by
subpoena or other  court  order;  PROVIDED,  that the Company or the Seller will
take reasonable  steps to give Buyer sufficient prior written notice in order to
contest such requirement or order). "CONFIDENTIAL INFORMATION" means any and all
information (oral or written)  relating to the Buyer or any person  controlling,
controlled  by, or under common  control  with Buyer or any of their  respective
activities,  including,  but not  limited  to,  the  terms  of  this  Agreement,
information  relating  to  trade  secrets,  proprietary  information,  software,
software codes, advertising,  sales, marketing and other materials customers and
supplier lists, data processing reports, customer sales analyses, invoice, price
lists  or   information,   and  information   pertaining  to  any   governmental
investigation,  except such  information that is generally known in the industry
or in the public domain (such  information  not being deemed to be in the public
domain merely because it is embraced by more general  information that is in the
public domain), other than as a result of a breach of the provisions hereof.

     8.6 REMEDIES  UPON BREACH.  The Seller  acknowledges  and agrees that:  (a)
Buyer shall be irreparably injured in the event of a breach by the Seller of any
of the  obligations  under this Section 8; (b) monetary  damages shall not be an
adequate  remedy for such  breach;  (c) Buyer shall be  entitled  to  injunctive
relief,  in addition to any other  remedy that it may have,  in the event of any
such breach;  and (d) the existence of any claims that the Company or the Seller
may have against Buyer, whether under this Agreement or otherwise,  shall not be
a defense to the enforcement by Buyer of any of its rights under this Agreement.

     9. MISCELLANEOUS PROVISIONS.

     9.1  NOTIFICATION.  Each party hereto shall give the other party or parties
hereto prompt written notice of: (a) the existence of any fact or the occurrence
of any event that  constitutes,  or with the giving of notice or the  passage of
time or both would constitute, a breach of any representation or warranty of the
party giving such notice made herein or pursuant  hereto;  and (b) the taking of
any action by the party  giving  such notice  that would  breach or violate,  or
constitute a default under,  any agreement or covenant of such party made herein
or pursuant  hereto.  The giving of any such notice shall not affect,  modify or
limit in any way any  representation,  warranty,  agreement  or  covenant of the
parties made herein or pursuant hereto.

     9.2  EXECUTION  IN   COUNTERPARTS.   This  Agreement  may  be  executed  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

     9.3 NOTICES. All notices,  requests, demands and other communications which
are required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be deemed duly given when  delivered by hand, or posted in the
United States mail by registered or certified mail with postage pre-paid, return
receipt requested, (a) if to Buyer, to Access Integrated Technologies,  Inc., 55
Madison  Avenue,  Suite  300,  Morristown,  New  Jersey  07960  Attention:  Gary
Loffredo,  facsimile number (973) 290-0081;  copy to Kirkpatrick & Lockhart LLP,
599  Lexington  Avenue,  New  York,  New  York,  10022-6030,  Attention:  Warren
Colodner,  Esq., facsimile number: (212) 536-3901;  and (b) if to the Company or
the Seller, to Erik Levitt,  401 East 34th Street,  New York, NY 10016 ; copy to
Kilstein & Kilstein,  River Drive Center 2, Suite 320, 669 River Drive,  Elmwood
Park,  New  Jersey  07407,  Attention:  Neil  Kilstein,  Esq.,  or to such other
address(es) as shall be specified by like notice to the other parties.

     9.4 RIGHT TO OFFSET.  The Company  and the Seller  hereby  acknowledge  and
agree that Buyer shall have the right to offset against any amounts  (including,
without limitation,  any shares of Buyer Common Stock, or other shares of Common
Stock issuable in connection with the Additional  Purchase Price) due from Buyer
to the Company or the Seller,  any amounts due from the Seller or the Company to
Buyer under this Agreement.

     9.5 AMENDMENTS. This Agreement may be amended or modified at any time prior
to the Closing  Date,  but only by a written  instrument  executed by all of the
parties hereto.

     9.6 ENTIRE AGREEMENT.  This Agreement  (together with the other agreements,
certificates,  instruments  and  documents  delivered  pursuant  hereto  and the
schedules  attached  hereto)  constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof,  and supersedes all prior term
sheets,  agreements  and  understandings,  oral and  written,  among the parties
hereto with respect to the subject matter hereof.

     9.7  APPLICABLE  LAW.  This  Agreement  and the legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York. The parties hereby consent to the exclusive  jurisdiction
of Federal and New York State courts located in the County of New York and agree
that service of process by  certified  mail,  return  receipt  requested,  shall
constitute personal service for all purposes hereof.


     9.8 TERMINATION.  This Agreement may be terminated at any time prior to the
Closing Date by any of the following:

          (a) By mutual written agreement of the parties hereto;

          (b) By either Buyer or the Company, if the Closing has not occurred by
January 31, 2004, upon written notice by such terminating  party,  provided that
at the time such  notice is given a material  breach of this  Agreement  by such
terminating party shall not be the principal reason for the Closing's failure to
occur;

          (c) Subject to the  provisions  of Section 9.9  hereof,  by Buyer,  by
written  notice to the  Company  and the  Seller,  if there has been a  material
violation  or  breach  of any of the  Seller's  or the  Company's  covenants  or
agreements  made herein or in connection  herewith or if any  representation  or
warranty of the Seller or the  Company  made  herein or in  connection  herewith
proves to be materially inaccurate or misleading; or

          (d) Subject to the  provisions of Section 9.9 hereof,  by the Company,
by written notice to Buyer, if there has been a material  violation or breach of
any of Buyer's covenants or agreements made herein or in connection  herewith or
if any representation or warranty of Buyer made herein or in connection herewith
proves to be materially inaccurate or misleading.

     9.9 EFFECTS OF TERMINATION.  If this Agreement is terminated as provided in
Section 9.8 hereof,  then this Agreement shall  forthwith  become void and there
shall be no liability or  obligation  on the part of any party hereto (or any of
their respective the stockholders,  officers, directors or employees); PROVIDED,
HOWEVER,  that if Buyer  terminates  this  Agreement  pursuant to Section 9.8(c)
hereof,  or the Company  terminates  this  Agreement  pursuant to Section 9.8(d)
hereof, the non-terminating party shall remain liable for any breach hereof.

     9.10 HEADINGS.  The headings  contained  herein are for the sole purpose of
convenience  of reference,  and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.

     9.11 FEES AND DISBURSEMENTS. Buyer shall pay its own expenses, and the fees
and  disbursements  of the counsel,  accountants  or auditors  retained by it in
connection  with the  preparation,  execution,  delivery and performance of this
Agreement. The fees and expenses and disbursements of the counsel to the Company
and the Seller shall be paid by the Company.

     9.12  ASSIGNMENT.  This Agreement may not be assigned by the Company or the
Seller without the prior written consent of Buyer.

     9.13 BINDING  EFFECT;  BENEFITS.  This Agreement shall inure to the benefit
of, and be binding upon, the parties hereto and their  respective  heirs,  legal
representatives,  successors and permitted  assigns.  Nothing in this Agreement,
express or implied, is intended to confer upon any person other than the parties
hereto  and  their  respective  heirs,  legal  representatives,  successors  and
permitted assigns, any rights, remedies,  obligations or liabilities under or by
reason of this Agreement.

     9.14  SEVERABILITY.  Any provision of this  Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                            [SIGNATURE PAGE FOLLOWS]




     IN WITNESS  WHEREOF,  the parties  hereto have executed this Stock Purchase
Agreement the day and year first above written.

                                    ACCESS INTEGRATED TECHNOLOGIES, INC.,
                                    a Delaware corporation


                                    By:/s/ A. Dale Mayo
                                       -----------------------------------------
                                       Name:  A. Dale Mayo
                                       Title: President/Chief Executive Officer



                                    CORE TECHNOLOGY SERVICES, INC.
                                    a New York corporation


                                    By:/s/ Erik B. Levitt
                                       -----------------------------------------
                                       Name:  Erik B. Levitt
                                       President


                                    SELLER:

                                    /s/ Erik B. Levitt
                                    --------------------------------------------
                                    Erik B. Levitt