<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>v122610_ex2-1.txt
<TEXT>

                                DATED 2008-07-27



                                 Emanuele ROSSI

                                Vincenzo PETRETTI

                                Giuseppe SCIRETTA

                                 Philippe FAVRE

                                Nicolas PELLOLIO

                                  Paul SANCHEZ

                              Pierangelo BOTTINELLI

                                  Michel SCALEA

                             Arnaud LIGUER-LAUBHOUET

                                Gennaro PETRETTI

                         PHOENIX VERMOGENSVERWALTUNG [.]

                                      -and-

                                Nicola SAVORETTI

                            (hereafter the "Vendors")

                                      -and-

                            STRATUS MEDIA GROUP, Inc.
                           (hereafter the "Purchaser")

                         -------------------------------

                            SHARE PURCHASE AGREEMENT
               (in respect of the shares in Exclusive Events S.A.)

                         ------------------------------


<PAGE>

THIS SHARE PURCHASE AGREEMENT is made the 27th day of July 2008,

BETWEEN

(1)   Emanuele ROSSI, Route du Rawyl 35, 3596 Montana, Switzerland Vincenzo
      PETRETTI, Rue du Perron 39, 1196 Gland, Switzerland Giuseppe SCIRETTA,
      Chemin des Tuileries 20, 1212 Grand Lancy, Switzerland Philippe FAVRE,
      Route de Soral 121, 1233 Lully, Switzerland Nicolas PELLOLIO, Chemin de la
      Grange 11, 1273 Le Muids, Switzerland Paul SANCHEZ, Rue de Pelaz 33, 1269
      Bassins, Switzerland Pierangelo BOTTINELLI, Immeuble Victoria A/23, 3963
      Montana, Switzerland Michel SCALEA, Route d'Hermance 241G, 1246 Corsier,
      Switzerland Arnaud LIGUER-LAUBHOUET, Au Village, 1195 Bursinel,
      Switzerland Gennaro PETRETTI, Route de Chancy 168, 1232 Confignon,
      Switzerland PHOENIX VERMOGENSVERWALTUNG, Vanterpool Plaza, PO BOX 873
      Wickhamx cay n1, Road Town, Tortola, BVI -and- Nicola SAVORETTI, York
      Mansions 30, Prince of Wales Drives, SW11 London, UK (collectively, the
      "Vendors");

(2)   Stratus Media Group, Inc. a company incorporated under the laws of
      California whose registered office is [.], Los Angeles, CA [.] (the
      "Purchaser")


RECITALS

A.    (1) EXCLUSIVE EVENTS S.A. is a corporation limited by shares incorporated
      in Nyon / Switzerland under the laws of Switzerland (the "Company").

      (2)   Further details relating to the Company are set out in Part 2 of the
            First Schedule to this Agreement.

B.    The Vendors are and will at Completion be the legal and beneficial owners
      free from all liens, charges and encumbrances of the shares in the
      Company, as set out in Part 1 of the First Schedule.


                                       2
<PAGE>

C.    The Vendors and the Purchaser (further details relating to the Purchaser
      are set out in the Second Schedule) have agreed that the Purchaser shall
      purchase and the Vendors shall sell the shares in the Company upon and
      subject to the terms and conditions of this Agreement.

IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement:

      (i)   The following words and expressions shall (save where the context
            otherwise requires) have the meanings set against them below:

            "2008 Shortfall" has the meaning provided in clause 3.2 of this
            Agreement;

            "Agreed Form" means in the form agreed by and signed by or on behalf
            of the Parties;

            "Auditors" means the Auditors for the time being of each of the
            Company and Purchaser;

            "Business" means the business and operations of the Company as
            presently conducted.

            "Business Day" means a day when banks are open for business in
            Switzerland;

            "Catch-Up Payment" has the meaning provided in clause 3.2 of this
            Agreement;

            "CHF" means the currency having legal tender in Switzerland;


                                       3
<PAGE>

            "Claim" means any a claim, notice, demand, action, proceeding,
            litigation, investigation, judgment, damage, loss, cost, expense or
            liability however arising, whether present, unascertained,
            immediate, future or contingent, whether based in contract, tort or
            statute and whether involving a third party or a party to this
            Agreement.

            "Client Entities" means clients with which the Company has worked as
            of the date of this Agreement, and future clients of the Company.

            "Companies Acts" means the provisions of the Swiss Code of
            Obligations pertaining to corporations (societe anonyme or
            Aktiengesellschaft);

            "Company" means Exclusive Events S.A., a company, further details of
            which are set out in Part 2 of the First Schedule;

            "Company Financial Statements" means (i) the audited consolidated
            balance sheet of the Company as of each of December 31, 2006,
            December 31, 2007, and the audited consolidated profit and loss
            statement and consolidated statement of cash flows of the Company
            for each of the foregoing periods; and (ii) the consolidated balance
            sheet of the Company as of and June 30, 2008, and the consolidated
            profit and loss statement and consolidated statement of cash flows
            of the Company for the same period.

            "Company Financial Statement Date" means June 30, 2008;

            "Completion" means the date on which completion of the sale and
            purchase of the Shares takes place;

            "Directors" means the persons listed in Part 2 of the First Schedule
            as the directors of the Company;

            "Employed Vendors" means, collectively, Mr. Emanuele Rossi, Mr.
            Vincenzo Petretti, Mr. Nicolas Pellolio and Mr. Philippe Favre.

            "Employment Agreements" means the employment contracts in the Agreed
            Form between Exclusive Events S.A. and: Mr. Emanuele Rossi, Mr.
            Vincenzo Petretti, Mr. Nicolas Pellolio and Mr. Philippe Favre;

            "Encumbrances" means any interest or equity of any person (including
            any right to acquire, option or right of pre-emption or conversion)
            or any mortgage, charge, pledge, lien, assignment, hypothecation,
            security interest, title retention or any other security agreement
            or arrangement or any agreement to create any of the above;

            "Initial Consideration" means the initial sum payable for the Shares
            determinable and payable in accordance with clause 3.1;

            "Intellectual Property Rights" means all rights conferred under
            statute, common law or equity in relation to: (i) patents,
            copyright, registered and unregistered designs, trademarks, domain
            names, business names and confidential information; and (ii) any
            application or right to apply for registration of any of the rights
            referred to in (i) above;

            "Material Contract" means either (i) any contract that relates to,
            or is likely to relate to, revenue or costs in any financial year of
            CHF 2,000.00 or more; or (ii) any contract which (irrespective of
            quantitative value), might reasonably be expected to be material to
            a prudent intending purchaser of the Shares or the Business,
            including any contract between a Vendor on the one hand, and the
            Company on the other hand;

            "Notary Public" has the meaning provided in clause 3.4 of this
            Agreement;

            "Operational Margin" means the Company's turnover less direct sales
            cost.

            "Parties" means either of the Vendors, collectively, or the
            Purchaser and "Party" shall be construed accordingly;

            "Person" means any individual, corporation, partnership, joint
            venture, limited liability company, estate, trust, unincorporated
            association, any federal, state, county or municipal government or
            any bureau, department or agency thereof and any fiduciary acting in
            such capacity on behalf of any of the foregoing, or other entity;


                                       4
<PAGE>

            "Pledge Agreement" means the pledge agreement in the Agreed Form in
            respect of the Shares pledged under Clause 6 of this Agreement.

            "Purchaser Common Stock" means shares of common stock in Stratus
            Media Group, Inc. serving as part of the consideration for the
            acquisition of 100% of the Shares in the Company and shall be
            unrestricted common stock free from any and all incumbencies and
            from any and all third parties' rights, except as expressly noted in
            this Agreement;

            "Purchaser's Lawyers" means TroyGould PC in Los Angeles

            "Rented Premises" means the Company's offices at 13, route de
            Champ-Collin, 1260 Nyon, Switzerland;

            "SEC" means the Securities and Exchange Commission, or any other
            federal agency at the time administering the Securities Act ;

            "SEC Document" means that Current Report on Form 8-K filed by the
            Purchaser with the SEC on March 14, 2008;

            "Second Consideration" means a further sum payable for the Shares
            determinable and payable in accordance with clause 3.2;

            "Securities Act" means the Securities Act of 1933, as amended, and
            the rules and regulations of the SEC promulgated thereunder;

            "Shares" means the shares (or equity interests) in the Company;

            "Tax" means all forms of taxes, duties, imposts, charges,
            withholdings, rates, levies or other governmental impositions of
            whatever nature and by whatever authority imposed, assessed or
            charged together with all costs, charges, interest, penalties,
            fines, expenses and other additional statutory charges, incidental
            or related to the imposition;

            "Third Consideration" means a further sum payable for the Shares
            determinable and payable in accordance with clause 3.3;

            "Transactions" means all of the transactions contemplated by this
            Agreement ;

            "USD" means the currency having legal tender in the United States;

            "Vendors' Lawyers" means Budin & Partners in Geneva, Switzerland;
            and

            "Warranty Claim" has the meaning provided in clause 5.6 of this
            Agreement.


                                       5
<PAGE>

      (ii)  Words and phrases defined in the relevant Companies Acts bear the
            same respective meanings when used in this Agreement.

      (iii) Any reference to any clause or schedule (other than to a schedule to
            a statutory provision) is a reference to a clause or schedule to
            this Agreement and the schedules form part of and are deemed to be
            incorporated in this Agreement.

      (iv)  The masculine gender shall include the feminine and neuter and the
            singular number shall include the plural and vice versa.

      (v)   Headings and titles are inserted for convenience only and shall not
            affect the construction of the document.


      (vi)  Any reference to the provisions of any legislation or to things done
            or falling to be done under the provisions of any legislation shall
            if and so far as the nature of the reference permits be construed as
            including in relation to the times, years, periods, circumstances or
            purposes in relation to which a corresponding provision in any
            repealed enactments or in any subsequent enactments has or had or
            will have effect a reference to or as the case may be to things done
            or falling to be done under or for the purposes of that
            corresponding provision.

      (vii) References to statutory provisions shall be construed as references
            to those provisions as amended, replaced or re-enacted from time to
            time whether before or after the date of this Agreement and shall
            include any provisions of which they are re-enactments (whether with
            or without modification).

      (viii) The expressions "Vendors" and "Purchaser" include the respective
            successors in title and heirs of such parties.

      (ix)  Any reference to persons includes a reference to firms, corporations
            or unincorporated associations.

2.    SALE OF SHARES

2.1   Subject to the terms and conditions of this Agreement, the Vendors shall
      sell or procure the sale as legal and beneficial owner and the Purchaser
      shall purchase the Shares at Completion free from all Encumbrances but
      including all rights attaching to them including any dividends or
      distributions declared or paid on the Shares after the date of this
      Agreement.

2.2   The Purchaser shall not be obliged to complete the purchase of any of the
      Shares unless the purchase of all of the Shares are simultaneously
      completed.

2.3   The Vendors hereby waive any pre-emption rights they may have in relation
      to any of the Shares under the Articles of Association of the Company or
      otherwise.

3.    CONSIDERATION

3.1   The Initial Consideration shall be the sum of USD 1,612,000.00 to be
      delivered at Completion. The figure of USD 1,612,000.00 comprises a cash
      amount of USD 1,128,000.00 and the equivalent of USD 484,000.00 in
      Purchaser Common Stock, based on a stock trading price corresponding to
      the average closing price of such Purchaser Common Stock for the 30
      trading days preceding the date of Completion.


                                       6
<PAGE>

3.2   The Second Consideration shall be calculated and paid as follows:

      -     If the Company's Operational Margin for the business year 2008 is
            equal to CHF 1,033,000.00, the Second Consideration shall be the sum
            of USD 806,000.00 to be paid on the day of the twelve-month
            anniversary of Completion (or the closest Business Day following
            that date if that date is a Saturday, a Sunday or an official
            holiday in Switzerland). The figure of USD 806,000.00 comprises a
            cash amount of USD 242,000.00 and the equivalent of USD 564,000.00
            in Purchaser Common Stock, based on a stock trading price
            corresponding to the average closing price of such Purchaser Common
            Stock for the 30 trading days preceding the day of the twelve-month
            anniversary of Completion.

      -     If the Company's Operational Margin for the business year 2008 is
            higher than CHF 1,033,000.00, the Second Consideration shall be:

            1.    The sum of USD 806,000.00 to be paid on the day of the
                  twelve-month anniversary of Completion (or the closest
                  Business Day following that date if that date is a Saturday, a
                  Sunday or an official holiday in Switzerland). The figure of
                  USD 806,000.00 comprises a cash amount of USD 242,000.00 and
                  the equivalent of USD 564,000.00 in Purchaser Common Stock,
                  based on a stock trading price corresponding to the average
                  closing price of such Purchaser Common Stock for the 30
                  trading days preceding the day of the twelve-month anniversary
                  of Completion; and 2. Stock options for the Employed Vendors,
                  which such stock options shall be issued on the day of the
                  twelve-month anniversary of Completion (or the closest
                  Business Day following that date if that date is a Saturday, a
                  Sunday or an official holiday in Switzerland), subject to
                  approval of the Board of Directors of Purchaser, and the
                  amount of which shall be determined in accordance with the
                  Employment Agreements.

      -     If the Company's Operational Margin for the business year 2008 is
            lower than CHF 1,033,000.00 (such shortfall, the "2008 Shortfall"),
            the Second Consideration shall be paid on the day of the
            twelve-month anniversary of Completion (or the closest Business Day
            following that date if that date is a Saturday, a Sunday or an
            official holiday in Switzerland) and calculated as follows:

                                            Operational Margin
            Total Second Consideration =    ___________________ x USD 806,000.00

                                                1,033,000

            The Second Consideration comprises a cash amount equal to 242/806 of
            the Second Consideration, and the equivalent of 564/806 of the
            Second Consideration in Purchaser Common Stock, based on a stock
            trading price corresponding to the average closing price of such
            Purchaser Common Stock for the 30 trading days preceding the day of
            the twelve-month anniversary of Completion.

      -     To the extent that the Company's Operational Margin for the business
            year 2008 is lower than CHF 1,033,000.00, but its Operational Margin
            for the business year 2009 exceeds CHF 1,188,000.00 by an amount
            equal to at least the 2008 Shortfall, the Vendors shall be entitled
            to the difference between (i) the entire amount of the Second
            Consideration to which they would have been entitled if the
            Operational Margin for the business year 2008 was equal to CHF
            1,033,000.00, and (ii) the actual Second Consideration paid by
            Purchaser with respect to the business year 2008 (the "Catch-Up
            Payment"). The Catch-Up Payment shall be paid by Purchaser to
            Vendors on the day of the twenty-four month anniversary of
            Completion (or the closest Business Day following that date if that
            date is a Saturday, a Sunday or an official holiday in Switzerland)
            as follows: a cash amount equal to 242/806 of the Catch-Up Payment,
            and the equivalent to 564/806 of the Catch-Up Payment in Purchaser
            Common Stock, based on a stock trading price corresponding to the
            average closing price of such Purchaser Common Stock for the 30
            trading days preceding the day of the twelve-month anniversary of
            Completion.

3.3   The Third Consideration shall be calculated and paid as follows: - If the
      Company's Operational Margin for the business year 2009 is equal to CHF
      1,188,000.00, the Third Consideration shall be the sum of USD 806,000.00
      to be paid on the day of the twenty four-month anniversary of Completion
      (or the closest Business Day following that date if that date is a
      Saturday, a Sunday or an official holiday in Switzerland). The figure of
      USD 806,000.00 comprises a cash amount of USD 242,000.00 and the
      equivalent of USD 564,000.00 in Purchaser Common Stock, based on a stock
      trading price corresponding to the average closing price of such Purchaser
      Common Stock for the 30 trading days preceding the day of the twenty-four
      month anniversary of Completion.


                                       7
<PAGE>

-     If the Company's Operational Margin for the business year 2009 is higher
      than CHF 1,188,000.00, the Third Consideration shall be:

            1.    The sum of USD 806,000.00 to be paid on the day of the
                  twenty-four month anniversary of Completion (or the closest
                  Business Day following that date if that date is a Saturday, a
                  Sunday or an official holiday in Switzerland). The figure of
                  USD 806,000.00 comprises a cash amount of USD 242,00.00 and
                  the equivalent of USD 564,000.00 in Purchaser Common Stock,
                  based on a stock trading price corresponding to the average
                  closing price of such Purchaser Common Stock for the 30
                  trading days preceding the day of the twenty-four month
                  anniversary of Completion; and

            2.    Stock options for the Employed Vendors, which such stock
                  options shall be issued on the day of the twenty-four month
                  anniversary of Completion (or the closest Business Day
                  following that date if that date is a Saturday, a Sunday or an
                  official holiday in Switzerland), subject to approval of the
                  Board of Directors of Purchaser, and the amount of which shall
                  be determined in accordance with the Employment Agreements.

-     If the Company's Operational Margin for the business year 2009 is lower
      than CHF 1,188,000.00, the Third Consideration shall be paid on the day of
      the twenty-four month anniversary of Completion (or the closest Business
      Day following that date if that date is a Saturday, a Sunday or an
      official holiday in Switzerland) and calculated as follows:

                                          Operational Margin
      Total Third  Consideration =        ___________________ x USD 806,000.00

                                               1,188,000

      The Third Consideration comprises a cash amount equal to 242/806 of the
      Third Consideration, and the equivalent of 564/806 of the Third
      Consideration in Purchaser Common Stock, based on a stock trading price
      corresponding to the average closing price of such Purchaser Common Stock
      for the 30 trading days preceding the day of the twenty-four month
      anniversary of Completion.

3.4   Each cash element of the consideration referred to in clauses 3.1 to 3.3
      (inclusive) shall be discharged, when due, by means of wire transfers to a
      trust account held by a Swiss Notary Public (the "Notary Public") to be
      notified in writing by the Vendors to the Purchaser. At or before
      Completion, the Vendors shall deliver to the Notary Public the share
      certificates representing all the Shares in the Company in order to allow
      Purchaser to become the rightful owner of the Shares upon payment of the
      aggregate consideration under this Agreement (i.e., the aggregate of the
      Initial Consideration, the Second Consideration and the Third
      Consideration). The Notary Public shall hold the share certificates
      representing the Shares, which shall be pledged in favour of Vendors under
      Clause 6 of this Agreement, and release them to Purchaser in accordance
      with the terms of the Pledge Agreement.

3.5   At Completion, Purchaser shall deliver, or cause to be delivered to the
      Vendors, share certificates representing that portion of the Initial
      Consideration payable in shares of the Purchaser Common Stock. Purchaser
      shall also deliver, or cause to be delivered, to Vendors share
      certificates representing that portion of the Second Consideration and the
      Third Consideration payable in shares of Purchaser Common Stock pursuant
      to clauses 3.2 and 3.3 of this Agreement, if any.

3.6   It is the Parties opinion that no tax is due in connection with the
      purchase of the Shares. Should any acts, like administrative formalities,
      be necessary to avoid or reduce taxes in connection with this purchase,
      the Parties undertake to cooperate to the extent that such cooperation may
      reasonably be required. Should any tax in connection with the purchase of
      the Shares, such as VAT or stamp duty, be due, the Purchaser undertakes to
      settle them and Vendors shall cooperate in good faith for the purpose of
      reducing such tax to the extent possible.

4.    COMPLETION

4.1   Subject to the provisions of this clause 4, Completion of the sale and
      purchase of the Shares shall take place at the offices of TroyGould PC
      located at 1801 Century Park East, 16th Floor, Los Angeles, California
      90067, or such other place as the Parties may mutually agree, on December
      15, 2008, or at any earlier date as shall be agreed in writing by the
      Parties.


                                       8
<PAGE>

      4.1.1 The Vendors shall deliver or procure the delivery to the Purchaser
            of:

            (i)   all the original share certificates representing all the
                  Shares, endorsed since nominative;

            (ii)  Original registry of Shares of the Company; and

            (iii) Original and up-to-date certificates from the competent
                  Bankruptcy Office and the Debt Collection Office that Company
                  is not subject to bankruptcy proceedings or to debt collection
                  proceedings.

      4.1.2 The Vendors shall deliver to the Purchaser for itself and as agent
            for the Company:

            (i)   the appropriate forms to amend the mandates given by the
                  Company to its bankers; and

            (iv)  all cash book balances of the Company as at Completion and
                  bank statements in relation thereto as at the close of
                  business five Business Days before Completion and certificates
                  from each banker to the Company confirming the balance on each
                  bank account of the Company five Business Days before
                  Completion.

      4.1.3 The Vendors shall repay all money then owing by them to the Company
            whether due for payment or not.

      4.1.4 The Vendors confirm that all corporate records relating to the
            Company (namely the Act of Incorporation, the Articles of
            Association (Statuts or Statuten), all balance sheets for the last 2
            years, all bills and other accounting documents for the last 2
            years, all documents filed with the tax authorities for the last 2
            years, all post and bank statement pertaining to all bank or post
            accounts previously or currently held by Company, all contracts
            entered into by Company, the register of Shares of Company and any
            and all documents necessary to carry out the business of Company are
            held at the Rented Premises.

5.    REPRESENTATIONS WARRANTIES AND UNDERTAKINGS

5.1   The Vendors exclude any warranty, representation and undertakings except
      as expressly provided in Part 1 and Part 2 of the Third Schedule to this
      Agreement. In other words, the Vendors do not give any warranty,
      representation or undertakings to Purchaser as to the Shares in the
      Company, as to the Company itself or as to any fact, assumption or
      statement made in connection with the purchase of the Shares in the
      Company, except as provided in Part 1 and Part 2 of the Third Schedule.

5.2   Purchaser waives all its rights to initiate proceedings against each
      Vendor for any breach of warranty, representation or undertakings, except
      as provided in Part 1 and Part 2 of the Third Schedule.

5.3   Purchaser excludes any warranty, representation and undertakings except as
      expressly provided in Part 3 of the Third Schedule to this Agreement. In
      other words, Purchaser does not give any warranty, representation or
      undertakings to the Vendors as to any fact, assumption or statement made
      in connection with the purchase of the Shares in the Company, except as
      provided in Part 3 of the Third Schedule.

5.4   Each Vendor waives all its rights to initiate proceedings against
      Purchaser for any breach of warranty, representation or undertakings,
      except as provided in Part 3 of the Third Schedule.

5.5   Limitation of Liability

      5.5.1 The provisions of this clause 5.5 shall limit the liability of the
            parties hereto in respect of the representations, warranties and
            undertakings given under clauses 5.1 and 5.3.

      5.5.2 For the purpose of calculating the liability of the Vendors or
            Purchaser in respect of any Warranty Claim hereunder:



                                       9
<PAGE>

            (i)   there shall be no liability unless and until the aggregate sum
                  of the amounts claimed against either of the Vendors or
                  Purchaser (as the case may be) exceeds CHF 10,000 provided
                  that this limitation shall cease to apply (and the whole of
                  the amounts claimed shall be recoverable) in the event of such
                  aggregate sum exceeding CHF 10,000;

            (ii)  the aggregate liability of the Vendors in respect of all or
                  any Warranty Claims shall not exceed the total Consideration
                  paid by Purchaser hereunder (i.e., the aggregate of the
                  Initial Consideration, the Second Consideration and the Third
                  Consideration);

            (iii) the aggregate liability of Purchaser in respect of all or any
                  Warranty Claims shall not exceed the aggregate value of the
                  Shares of the Company acquired by Purchaser hereunder as of
                  the date of this Agreement; provided, that such aggregate
                  liability shall not exceed the total Consideration paid by
                  Purchaser hereunder.

            (iv)  no claim by either Party in respect of any breach or alleged
                  breach of warranty shall be enforceable unless written notice
                  of it incorporating a brief statement of the grounds on which
                  it is based has been given to the other Party(s) by the Party
                  entitled to make such claim;

            (v)   if a Party hereto shall pay to the other Party an amount in
                  respect of a Warranty Claim and the receiving Party
                  subsequently recovers from a third party a sum which
                  compensates the same damage, then such receiving Party shall
                  forthwith repay to the other Party the sum so recovered (after
                  deducting all costs, charges and expenses incurred by
                  receiving Party in recovering such sum from the third party,
                  together with any costs charges and expenses incurred by it in
                  obtaining the payment from other Party and all other sums (if
                  any) then owing by receiving Party to the other Party) up to a
                  maximum of the total amount paid by the other Party to, and
                  received by receiving Party, in respect of such Warranty
                  Claim;

            (v)   no claim shall be made in respect of any warranty matter to
                  the extent that the subject matter of the claim occurs as a
                  result of or is otherwise directly attributable to any
                  voluntary act of Company instigated after Completion;

5.6   If either Party shall become aware of a claim in respect of a breach or
      alleged breach of warranty (a "Warranty Claim") or of a circumstance which
      may give rise to a Warranty Claim under this Agreement:

      (a)   it shall promptly give written notice to the other Party and shall
            consult fully with such other Party before incurring substantial
            expense in relation thereto;

      (b)   it shall give other Party reasonable opportunity to investigate and
            make representations regarding any such Warranty Claim; and

      (c)   it shall at other Party's option (to be exercised by written notice)
            and at the other Party's expense take such action as other Party may
            reasonably request to avoid, resist or compromise the Warranty Claim
            and to mitigate any liability in respect of which a Warranty Claim
            is or may be made.

5.7   Where either Party has any claim against any third party in relation to
      any matter in respect of which there shall have been a breach or alleged
      warranty breach or where the either Party receives any claim from a third
      party which may result in the Party having a Warranty Claim against the
      other Party, the other Party shall be entitled to take any reasonable
      action and to require any action they may reasonably request to prosecute
      or resist such claim (as the case may be) at the expense of such other
      Party, and such other Party shall further be entitled at its own expense
      but only in its own name(s) and not in the name of the Party with such
      claim, to have the conduct of any appeal, dispute, application for
      deferment and other forms of objection, compromise or defence thereof and
      of any incidental negotiations and the Party with such a claim shall give
      the other Party all reasonable co-operation, access and assistance at such
      other Party's request for the purpose of considering, prosecuting or
      resisting (as the case may be) such claim as such other Party may
      reasonably require, provided that nothing in this clause 5.7 shall entitle
      the Vendors to raise any action or require the Purchaser to take any
      action if this could result in damaging the goodwill or business of the
      Purchaser.


                                       10
<PAGE>

6.    Pledge Agreement

6.1   In order to secure the payment of the Second and Third Consideration,
      Purchaser undertakes to pledge the Shares in favour of the Vendors until
      all amounts due by Purchaser to Vendors under this Agreement are settled.
      The Notary Public which will receive the consideration due by Purchaser
      under Clause 3 shall keep in trust for Purchaser all the share
      certificates representing the Shares in the Company until all amounts due
      by Purchaser to Vendors under this Agreement are settled.

6.2   The Parties to this Agreement undertake to enter on Completion into a
      Pledge Agreement in respect of the Shares. The execution of this Pledge
      Agreement shall be a condition precedent to the entry into force if this
      Agreement.


7.    POST-COMPLETION OBLIGATIONS

7.1   Each of the Vendors hereby undertakes and covenants with the Purchaser on
      a joint and several basis by way of a further consideration for the
      obligations of the Purchaser under this Agreement, for the purpose of
      assuring to the Purchaser the full benefit and value of the goodwill and
      connections of the Companies, as separate and independent agreements and
      as a constituent part of this Agreement that:

      7.1.1 for the period of 2 years after Completion, he will not without the
            prior written consent of the Purchaser, directly or indirectly,
            either on his own behalf or in conjunction with or on behalf of any
            person, firm or company carry on, be engaged, interested or
            concerned in carrying on, in any jurisdiction in which the Purchaser
            (or the Company) operates, a similar business to that of the
            Company, or operate any business which competes or seeks to compete
            with any business presently carried on by Company (Purchaser is
            entitled to seek an order whereby either Vendors must refrain from
            breaching the present clause);

      7.1.2 for the period of 2 years after Completion, he will not either on
            his own account or in conjunction with or on behalf of any other
            person, firm or company, directly or indirectly solicit, interfere
            with or endeavour to entice or entice away from either Company any
            person who is now or has during the five years preceding the date of
            this Agreement been a client, customer, employee, officer, manager
            or servant, whether or not such person will commit a breach of his
            contract of employment by reason of leaving service nor shall he
            knowingly employ or aid or assist in or procure the employment by
            any other person, firm or company of any such person (Purchaser is
            entitled to seek an order whereby either Vendors must refrain from
            breaching the present clause);

      7.1.3 he shall not at any time after Completion without the consent in
            writing of the Purchaser disclose or reveal to any person, persons,
            company or firm or himself use for any purpose and shall use his
            best endeavours to prevent the publication or disclosure of any of
            the confidential information concerning the organisation, business,
            finances, transactions or affairs of the Company or any of its
            clients' or customers' transactions or affairs which may or may have
            come to his knowledge or control;

      7.1.4 he shall assist the Company for any tax issue which may arise before
            or after Completion, but as to the period preceding Completion plus
            2 years thereafter.

7.2   The restrictions contained in clause 7.1 are considered reasonable by the
      Parties to them but in the event that any such restriction is held to be
      invalid and would become valid if some part of it were deleted or the
      period or area of application were reduced, such restriction shall apply
      with such modification as may be necessary to make it valid and effective.

7.3   The restrictions contained in the clause 7.1 shall be construed as
      separate and individual restrictions and shall each be capable of being
      severed without prejudice to the other restrictions or to the remaining
      provisions of this Agreement.

7.4   The Purchaser hereby covenants with each of the Vendors by way of further
      consideration for the obligations of the Vendors under this Agreement as
      separate and independent agreements and as a constituent part of this
      Agreement that:


                                       11
<PAGE>

      7.4.1 until 31 December 2009, the Company shall have sufficient resources
            and personnel to enable each Company to properly and efficiently
            service the Company's Client Entities;

      7.4.2 until 31 December 2009, it will not alter, or allow to be altered,
            the registered office of the Company as at the date of this
            Agreement without the prior written permission of the Vendors;

      7.4.3 until 31 December 2009, it will not alter, or allow to be altered,
            the registered name of the Company as registered in the commercial
            registry of the Canton of Vaud as at the date of this Agreement
            without the prior written permission of the Vendors;

      7.4.4 until 31 December 2009, in respect of any business originated from
            the Vendors and handled by Purchaser or any of its affiliated
            companies ("Vendors' Business"), 10 per cent of the relevant
            company's net income received by the relevant company shall be
            included in the calculation of the Company's Operational Margin for
            the business years 2008 and 2009.

      7.4.5 until payment of the Third Consideration in full it will not alter,
            or allow to be altered, the terms of the Employment Agreements
            unless such alteration is made in accordance with the terms of the
            Employment Agreements; and

      7.4.6 until 31 December 2009 no clients of Company shall be taken over by
            or transferred to any other company, unless otherwise agreed in
            writing with Vendors.

7.5   Indirect Partial Liquidation

      7.5.1 Without intending to give any representation or warranty to that
            effect, the Parties assume that the sale of the Shares will not
            trigger any income tax consequences for the Vendors.

      7.5.2 The Purchaser is aware of the concept known in Switzerland as
            indirect partial liquidation (indirekte Teilliquidation/liquidation
            partielle indirecte, "Indirect Partial Liquidation"), of related
            statutory provisions, including in particular Art 20a of the Federal
            Act on Direct Federal Tax and Art 7a of the Federal Act on Tax
            Harmonisation, and of relevant case law.

      7.5.3 The Purchaser undertakes, within five years from Completion, not to
            take any disposition or measure in connection with either Company
            which causes the application by the competent Swiss tax authorities
            of the Indirect Partial Liquidation doctrine; for the avoidance of
            doubt, this shall include any disposition or measure taken by a
            possible subsequent purchaser of the Company.

      7.5.4 Should the Purchaser breach this undertaking, it shall hold harmless
            the Vendors for any tax in connection with either Company imposed on
            Vendors by the competent Swiss tax authorities on grounds of
            Indirect Partial Liquidation.

      7.5.5 Either Vendor shall upon the request of the Purchaser and at the
            Purchaser's cost appeal any decision rendered by tax authorities in
            this respect.

      7.5.6 The Parties shall make available to each other all relevant
            information and documentation relating to this Agreement which may
            assist either party in mitigating tax consequences.


8.    MISCELLANEOUS PROVISIONS

8.1   Confidentiality

      No Party, whether before or after Completion, shall issue or permit to be
      issued any press release or make any statement to the public relating to
      or in respect of any of the matters contained in this Agreement without
      the prior consent of the other Party being obtained (such consent not to
      be unreasonably withheld), save that the Purchaser may make such
      announcement(s) as are required the applicable United States laws.
      However, Purchaser is allowed to disclose this agreement for the purpose
      of its "road show" it intends to carry out to raise new capital.

8.2   Provision of Information

      The Vendors shall, following the date hereof and up to Completion, upon
      the request of the Purchaser, supply to the Purchaser and its professional
      advisers with such information concerning the Companies as the Purchaser
      may reasonably require for the purpose of complying with its legal
      obligations and any requirements (whether legally enforceable or not) of
      any regulatory body.


                                       12
<PAGE>

      The Purchaser shall, following the date hereof and up to Completion, upon
      the request of the Vendors, supply to the Vendors and their professional
      advisers with such information concerning the Companies as the Vendors may
      reasonably require for the purpose of complying with their legal
      obligations and any requirements (whether legally enforceable or not) of
      any regulatory body.

8.3   Prohibition of Assignment

      This Agreement shall be binding upon and enure for the benefit of the
      successors of the Parties, but shall not be assignable.

8.4   Entire Agreement

      This Agreement (together with any document referred to herein) constitutes
      the whole agreement between the Parties with respect to the subject matter
      of this Agreement.

8.5   Variations

      It is expressly agreed and declared that no variations hereof shall be
      effective unless made in writing and signed by each of the Vendors and by
      Purchaser.

8.6   Rescission

      Any right of rescission conferred upon the Purchaser or the Vendors hereby
      shall be in addition to and without prejudice to all other rights and
      remedies available to it or them and no exercise or failure to exercise
      such a right shall constitute a waiver by the Purchaser or the Vendors of
      any such right or remedy.

8.7   Continuation

      The provisions of this Agreement in so far as the same shall not have been
      performed on completion of this Agreement shall remain in full force and
      effect notwithstanding such completion.

8.8   Waiver

      (i)   The failure of the Parties at any time or times to require
            performance of any provision hereof shall in no manner affect their
            right to enforce such provisions at a later time.

      (ii)  No waiver by the Parties of any condition nor the breach of any
            term, covenant, representation, warranty or undertaking contained in
            this Agreement, whether by conduct or otherwise in any one or more
            instance, shall be deemed to be or construed as a further or
            continuing waiver of any such condition or breach or a waiver of any
            condition or breach or a waiver of any other condition or deemed to
            be or construed as the breach of any other term, covenant,
            representation, warranty or undertaking in this Agreement.

8.9   Further Assurance

      At the request of the Purchaser, the Vendors shall (and so far as they are
      able shall procure that any other necessary party shall), before, at or
      after Completion, execute and do all such documents, acts and things as
      may reasonably be required subsequent to Completion by the Purchaser for
      assuring to or vesting in the Purchaser (including its nominee or
      nominees) the legal and beneficial ownership of the Shares in accordance
      with the provisions of this Agreement.

      At the request of Vendors, Purchaser shall (and so far as it is able shall
      procure that any other necessary party shall), before, at or after
      Completion, execute and do all such documents, acts and things as may
      reasonably be required subsequent to Completion by the Vendors for
      assuring to or vesting in the Vendors the legal and beneficial ownership
      of the shares in Stratus Media Group, Inc. in accordance with the
      provisions of this Agreement.


                                       13
<PAGE>

8.10  Costs

      Each Party to this Agreement shall pay its own costs, expenses and fees on
      and incidental to this Agreement and the sale and purchase of the Shares
      except as may otherwise be provided by this Agreement.

8.11  Set-Off

      The Parties undertake not to set-off any of their mutual claims.

8.12  Interpretation

      Nothing in this Agreement shall be construed as to create a partnership or
      join venture, in particular a societe simple under Articles 530 et seq.
      CO, between the Parties or any of them.

8.13  Notices

      Any notice required to be given by one Party hereto to the other shall be
      deemed validly served if delivered by hand or sent by pre-paid registered
      letter through the post to either Party to its address given herein or
      such other address or number as may from time to time be notified for this
      purpose and any notice so served shall be deemed to have been served if
      delivered upon delivery and if posted forty-eight hours after the time at
      which it was posted and in proving such service it shall be sufficient to
      prove that the notice was properly addressed and posted or delivered.
      Notice to Messrs. Emanuele Rossi and Vincenzo Petretti shall be deemed to
      constitute valid notice to all the Vendors.

8.14  Conditions precedent

      This Agreement and its Clauses shall enter into force only if and when the
      two following conditions are fulfilled by Completion date:

            1. Written Employment Agreements are executed; and
            2. The Pledge Agreement in respect of the Shares is executed.

      Notwithstanding the fulfilment of the two above-mentioned conditions,
      Clauses 8.1 to 8.6, 8.10, 8.12 - 8.16 shall bind the Parties as from the
      day of execution of this Agreement.

8.15  Arbitration

      Any dispute, controversy or claim arising out of or in relation to this
      contract, including the validity, invalidity, breach or termination
      thereof, shall be resolved by arbitration in accordance with the Swiss
      Rules of International Arbitration of the Swiss Chambers of Commerce in
      force on the date when the Notice of Arbitration is submitted in
      accordance with these Rules. The numbers of arbitrator shall be one. The
      seat of the arbitration shall be Geneva, Switzerland. The arbitration
      shall be conducted in the English language.


8.16  Choice of Law

      This Agreement shall exclusively be governed and construed in accordance
      with the laws of Switzerland.


                                       14
<PAGE>

IN WITNESS WHEREOF this Agreement has been entered into the day and year first
herein written.


/s/ EMMANUELE ROSSI                         /s/ VINCENZI PETRETTI
---------------------------                 -------------------------------
Mr. Emanuele Rossi                          Mr. Vincenzo Petretti



/s/ GIUSEPPE SCIRETTA                       /s/ PHILIPPE FAVRE
----------------------------                -------------------------------
Mr. Giuseppe Sciretta                       Mr. Philippe Favre



/s/ NICOLAS PELLOLIO                        /s/ PAUL SANCHEZ
-----------------------------               -------------------------------
Mr. Nicolas Pellolio                        Mr. Paul Sanchez



/s/ PIERANGELO BOTTINELLI                   /s/ MICHEL SCALEA
----------------------------                -------------------------------
Mr. Pierangelo Bottinelli                   Mr. Michel Scalea



/s/ ARNAUD LIGUER-LAUBHOUET                 /s/ GENNARO PETRETTI
---------------------------                 -------------------------------
Mr. Arnaud Liguer-Laubhouet                 Mr. Gennaro Petretti



/s/ PHOENIX VERMOGENSVERWALTUNG             /s/ NICOLA SAVORETTI
-------------------------------             -------------------------------
Phoenix Vermogensverwaltung                 Mr. Nicola Savoretti


/s/ PAUL FELLER
---------------
Stratus Media Group, Inc.
by Paul Feller, Chief Executive Officer


                                       15
<PAGE>

                                 FIRST SCHEDULE

                                     Part 1

                            The Vendors & the Shares

Exclusive Events S.A.

Name of Vendor                            No. of Exclusive Events S.A. Shares
--------------                            -----------------------------------
Emanuele ROSSI                            2,400.00
Vincenzo PETRETTI                         5,960.00
Giuseppe SCIRETTA                         560.00
Philippe FAVRE                            2,400.00
Nicolas PELLOLIO                          1,400.00
Paul SANCHEZ                              560.00
Pierangelo BOTTINELLI                     1,400.00
Michel SCALEA                             560.00
Arnaud LIGUER-LAUBHOUET                   1,400.00
Gennaro PETRETTI                          560.00
PHOENIX VERMOGENSVERWALTUNG               1,400.00
Nicola SAVORETTI                          1,400.00


                                       16
<PAGE>

                                 FIRST SCHEDULE

                                     Part 2

                      Particulars of Exclusive Events S.A.

Registered Number:                          CH-550.1.028.962-3
Registered in Switzerland under:            the Swiss Companies Law
Registered Office:                          Route de Champ-Colin 13, 1260 Nyon
Accounting Period:                          year to 31st December

Capital                    CHF           Shares     Class         Nominal Value
Authorised Share Capital   200'000.00    20'000     nominative    CHF 10 each
Issued Share Capital       200'000.00    20'000     nominative    CHF 10 each


Directors:
----------
Name & Address                              Executive Post       Alternate
                                            (if applicable)      (if applicable)

Petretti Vincenzo, in Gland, Switzerland    CEO &
                                            Managing Director

Favre Philippe, in Bernex, Switzerland      Technical Manager
Sciretta Giuseppe, in Lancy, Switzerland

Auditors:
---------
Name & Address
Orgafid S.A., Lausanne, Switzerland


                                       17
<PAGE>

                                 SECOND SCHEDULE

                    Particulars of Stratus Media Group, Inc.

Registered Number:  C144-1995
Jurisdiction of Incorporation:  Nevada
Registered Office: 375 N Stephanie Street, Ste. 1411, Henderson, Nevada 89074
Accounting Period: December 31

Capital                      Shares          Class                 Nominal Value
Authorised Share Capital     200,000,000     Common Stock          USD 0.001
                             5,000,000       Preferred Stock       USD 0.001

Issued Share Capital         51,000,000      Common Stock          USD 0.001


Directors:
Name & Address                          Executive Post           Alternate
                                        (if applicable)          (if applicable)
Paul Feller                             Chief Executive Officer,
Stratus Media Group, Inc.               Director
8439 West Sunset Boulevard, 3rd Floor
West Hollywood, California 90069



Auditors:
Name & Address
Goldman Parks Kurland Mohidin, LLP
Certified Public Accountants and Advisors


                                       18
<PAGE>

                                 THIRD SCHEDULE
                                     Part I


Vendor Representations and Warranties
--------------------------------------------------------------------------------

1.    Each Vendor has full power, capacity, authority and all necessary consents
      to enter into and perform his or her obligations under this deed.

2.    This Agreement will, when executed by the Vendors, constitute binding
      obligations of each Vendor in accordance with its terms.

3.    The execution, delivery and performance by each of the Vendors of this
      deed will not result in a breach of, or constitute a default under, any
      instrument to which a Vendor is a party or by which a Vendor is bound and
      which is material in the context of the transactions contemplated by this
      Agreement.

4.    Each Vendor warrants that it is the registered holder and the sole legal
      owner of the Shares set out opposite its name Part 1 of the First
      Schedule.

5.    Each Vendor warrants that there is no option, right to acquire or
      Encumbrance over or affecting such Shares held by any of them, and such
      Shares are free from any security or third party interest.

6.    Each Vendor warrants and represents as follows:

      (a)   Such Vendor is an "accredited investor" as defined in Rule 501(a) of
            Regulation D, promulgated under the Securities Act;

      (b)   Such Vendor has sufficient knowledge and experience in investing in
            companies similar to the Purchaser so as to be able to evaluate the
            risks and merits of its investment in the Purchaser and it is able
            financially to bear the risks thereof, has adequate means of
            providing for his, her or its current financial needs and possible
            contingencies that may face it and has no need for liquidity in its
            investment in the Purchaser;

      (c)   It is the present intention that shares of Common Stock of the
            Purchaser being acquired by such Vendor pursuant to the transactions
            contemplated by this Agreement are being acquired for investment and
            not with a present view to or for sale in connection with any
            distribution thereof; and

      (d)   Such Vendor further represents that he, she or it does not presently
            have any contract, undertaking, agreement or arrangement with any
            person to sell, transfer or grant participations to such person or
            any third person with respect to the shares of Common Stock of
            Purchaser being acquired under this Agreement.

7.    Each Vendor hereby acknowledges and understands that the shares of Common
      Stock of Purchaser issuable to such Vendor, as contemplated in this
      Agreement, shall be restricted securities and agrees that such restricted
      securities may not be sold, offered for sale, transferred, pledged,
      hypothecated or otherwise disposed of except in compliance with the
      Securities Act, and all other applicable securities laws and regulations.


                                       19
<PAGE>

                                 THIRD SCHEDULE
                                     Part 2


Company Representations and Warranties
--------------------------------------------------------------------------------


Warranty 1 - Organization; Due Authorization; Non-Contravention

1.1   The Company is duly incorporated and validly exists under the laws of the
      jurisdiction in which it was incorporated.

1.2   As of Completion:

      (a)   No meeting has been convened, resolution proposed, petition
            presented or order made for the winding up of the Company;

      (b)   No receiver, receiver and manager, provisional liquidator,
            liquidator or other officer of the any court has been appointed in
            relation to all or any material assets of the Company; and

      (c)   The Company is not insolvent, and has not stopped paying its debts
            as and when they fall due.

1.3   The Shares:

      (a)   will, as at Completion, comprise the entire issued share capital of
            the Company;

      (b)   are fully paid; and

      (c)   were validly issued.



1.4   There are no agreements, arrangements or understandings in force or
      securities issued which call for the present or future issue of, or grant
      to any person the right to require the issue of, any shares in the
      Company.

1.5   The Company does not:

      (a)   have any subsidiary; and

      (b)   hold or beneficially own any share or other security of any other
            company, other than 10,000 shares of common stock of Bookham Inc., a
            Delaware corporation.

1.6   The Company has full power and authority to own its property and assets
      and to conduct the Business in all relevant jurisdictions and does not own
      property or assets or conduct any business in any place other than all
      such relevant jurisdictions.

1.7   The register of members/shareholders of the Company contains a true and
      accurate record of its members/shareholders, as of Completion.


                                       20
<PAGE>

1.8   All statutory books and records of the Company have been properly kept and
      are up to date with true and accurate entries and records.

1.9   The Company:

      (a)   has complied with all legal requirements for the filing of returns,
            particulars, notices and other documents with all government and
            regulatory authorities;

      (b)   has complied with all legal requirements in relation to the conduct
            of the Business and operations; and

      (c)   has conducted the Business and its affairs in accordance with all
            applicable laws, orders, regulations, by-laws and other
            requirements.

1.10  Since the Company Financial Statement Date, no dividend in respect of any
      capital of the Company has been declared or paid nor has there been any
      other distribution of property or assets to members/shareholders of the
      Company since the Company Financial Statement Date.

1.11. The Company has the requisite power and authority, and has taken all
      action necessary, to execute, deliver and perform its obligations under
      this Agreement and each other agreement, document, instrument or
      certificate contemplated by this Agreement to be executed by the Company
      in connection with the consummation of the Transactions, and to consummate
      the Transactions. The execution and delivery by the Company of this
      Agreement and any other applicable agreement, and the consummation by the
      Company of the Transactions, and the performance by the Company of its
      obligations hereunder, have been duly and validly authorized by all
      necessary corporate or other action on the part of the Company, and no
      other action on the part of the Company is required to authorize the
      execution, delivery and performance of this Agreement and the consummation
      by the Company of the Transactions. This Agreement has been duly and
      validly executed and delivered by the Company and constitutes a legal,
      valid and binding obligation of the Company enforceable against the
      Company in accordance with its terms.

1.12  The execution, delivery and performance of this Agreement does not, and
      the consummation of the Transactions will not :

      (a)   contravene, conflict with, or result in any violation or breach of
            any provision of the articles of incorporation, by-laws,
            constitution or other organizational or governing document of the
            Company;

      (b)   contravene, conflict with, or result in a violation or breach of any
            provision of any law applicable to the Company;

      (c)   require any consent or other action by any Person under, constitute
            a breach of or default under, or cause or permit the termination,
            cancellation, acceleration or other change of any right or
            obligation or the loss of any benefit to which the Company is
            entitled under any provision of any agreement or other instrument
            binding upon the Company or any license, franchise, permit,
            certificate, approval or other similar authorization affecting, or
            relating in any way to, the assets, property of the Company or the
            Business; or


                                       21
<PAGE>

      (d)   result in the creation or imposition of any Encumbrance on any of
            the assets or properties of the Company.

Warranty 2 - Financial Statements

2.1   The Company Financial Statements give a true and fair view of the
      financial position of the Company as at the Company Financial Statement
      Date, and of the assets, liabilities and the results of operations of the
      Company for the period to which the Company Financial Statements relate.

2.2   The Company Financial Statements were prepared with due and reasonable
      care, in accordance with the accounting policies, principles and bases of
      preparation stated in those Company Financial Statements.

2.3   There have been no material changes to the financial position of the
      Company or of the assets, liabilities or the results of operations of the
      Company since the Company Financial Statement Date.


Warranty 3 - Taxation

3.1   The Company has not and will not have any liability for Tax in respect of
      the period ending on the date of Completion except for Taxes for which
      provision has been made in the Company Financial Statements or Taxes
      incurred in the ordinary course of business since the Company Financial
      Statement Date.

3.2   The Company has:

      (a)   complied with all obligations imposed on the Company by any Tax law;

      (b)   filed, lodged or submitted all Tax returns and information regarding
            Tax and Tax matters as and when required by Tax law or requested by
            any Tax authority or as agreed with its tax agent with true and full
            disclosure of all relevant matters; and

      (c)   maintained sufficient and accurate records and all other information
            required to support all Tax returns and information which has been
            or may be filed, lodged or submitted to any Tax authority or is
            required to be kept under any Tax law.


Warranty 4 - Litigation

4.1   The Company is not involved in any litigation or arbitration proceedings
      and, so far as the Vendors are aware, there are no facts likely to give
      rise to any such proceedings.

4.2   There is no unsatisfied judgment, order, arbitral award or decision of any
      court, tribunal or arbitrator against the Company or any of the assets of
      the Company or the Shares.

Warranty 5 - Employees

5.1   As far as the Vendors are aware, the Company has complied with, and
      continues to comply with, all obligations arising under law, equity,
      statute (including occupational health and safety, annual leave, long
      service leave, tax, superannuation, workers compensation and industrial
      laws) and with respect to its current and former employees and
      contractors.


                                       22
<PAGE>

5.2   The Company has not been served with notice of a Claim, prosecution,
      proceedings or dispute by any statutory body, union or any current or
      former employee or contractor (including with respect to occupational
      health and safety or workers' compensation) nor is any Vendor aware of any
      threatened Claim or any facts of circumstances which could give rise to
      any such Claim.

5.3   There are no payments due by the Company in connection with the
      termination of any employee.

Warranty 6 - Material Contracts

6.1   As far as the Vendors are aware, no substantial reduction in revenue is
      likely to occur by reason of the change in control of the Company as a
      result of the transactions contemplated by this Agreement.

6.2   As far as the Vendors are aware, the Company is not a party to any
      Material Contract of which it or any other party is in default or, but for
      the requirements of notice or lapse of time or both, would be in default.

6.3   The Company has duly complied with and fulfilled all the material
      obligations and duties that it owes under any Material Contract to which
      it is party.

6.4   As far as the Vendors are aware, no event has occurred which may be
      grounds for termination of any Material Contract to which the Company is a
      party.

Warranty 7 - Equipment

7.1   As at Completion, the Company will own all of the assets, plant and
      equipment and fixtures and fittings ("Equipment") that are required to
      conduct the Business.

7.2   As far as the Vendors are aware, the Equipment is in a good and reasonable
      state of repair and condition and it is in satisfactory working order, has
      been regularly maintained and is currently sufficient for the purposes of
      conducting the Business.


Warranty 8 - Compliance with laws; Permits

8.1   As far as the Vendors are aware, the Company has complied in all material
      respects with all applicable laws.

8.2   As far as the Vendors are aware, the Company holds all necessary licences
      (including statutory licences) and consents, planning permissions,
      authorisations and permits for the proper carrying on of the Business, and
      all of those licences, consents, permissions, authorisations and permits:


                                       23
<PAGE>

      (a)   have been fully paid up;

      (b)   have been fully complied with;

      (c)   are in full force and effect; and

      (d)   are not liable to be revoked or not renewed.

8.3   As far as the Vendors are aware, there are no facts or circumstances
      involving the Company or its affairs which are likely to result in the
      revocation of or variation in any material respect of any permit, licence,
      authority or consent held by it.

8.4   As far as the Vendors are aware, no permit, licence, authority or consent
      held by the Company would be adversely affected by, or liable to be
      terminated revoked or varied in any material respect by reason of, a
      change in the ownership of the Company.

Warranty 9 - Records

As far as the Vendors are aware, the Records:

      (a)   are in the physical possession of the Company located on its
            properties;

      (b)   include all records required under, or to comply with or support any
            return or claim under, any applicable law (including any Tax law);

      (c)   have been properly and accurately prepared and maintained in all
            material respects in accordance with all applicable laws and are
            up-to-date where legally required; and

      (d)   do not contain material inaccuracies or discrepancies of any kind.


Warranty 10 - Disclosure

10.1  No representation or warranty of the Company in this Agreement and no
      statement in any certificate or other agreement furnished or to be
      furnished by the Company pursuant to this Agreement contained, contains or
      will contain on the date such agreement or certificate was or is
      delivered, or on Completion, any untrue statement of a material fact, or
      omitted, omits or will omit on such date to state any material fact
      necessary in order to make the statements made, in light of the
      circumstances under which they were made, not misleading.


Warranty 11 - Intellectual Property

11.1  The Company owns and/or uses all right, title and interest in the
      Intellectual Property Rights. The Company has not licensed any of the
      Intellectual Property Rights to any person and has not assigned, or in any
      way disposed of, any right, title or interest in the Intellectual Property
      Rights.

11.2  The Intellectual Property Rights are valid and enforceable.

11.3  As far as the Vendors are aware, neither the carrying on of the Business
      nor the use of the Intellectual Property Rights:

      (a)   infringes, or is alleged to infringe, the Intellectual Property
            Rights or rights or other rights of any third party;

      (b)   is, or is alleged to be, in breach of any obligation of confidence
            owed to any third party; or

      (c)   is resulting, or so far as the Vendors are aware, is alleged to be
            resulting, in a breach of any obligation that the Company owes to
            any third party (including a breach of contract).


Warranty 12 - Real property

12.1  The Company does not own, hold, or is the occupier, lessee or tenant of or
      has any interest in any real property.


12.2  Where the interest of the Company in any real property is a leasehold:

      (a)   the lease is a valid, legal and binding obligation in accordance
            with its terms;

      (b)   the Company has duly complied with and fulfilled all its material
            obligations and duties under the lease; and

      (c)   so far as the Vendors are aware, no event has occurred which may be
            grounds for termination of the lease.

Warranty 13 - Conduct of Business

13.1  Prior to the date of Completion, the Company shall conduct its business in
      the normal course, and shall not sell, pledge, or assign any assets,
      without the prior written approval of the Purchaser, except in the regular
      course of business. Except as otherwise provided herein, the Company shall
      not amend any articles of incorporation, by-laws, constitution or other
      organizational or governing document of the Company, declare dividends,
      redeem or sell stock or other securities, acquire or dispose of fixed
      assets, change employment terms, enter into any material or long-term
      contract, guarantee obligations of any third party, settle or discharge
      any material balance sheet receivable for less than its stated amount, pay
      more on any liability than its stated amount or enter into any other
      transaction other than in the regular course of business.


                                       24
<PAGE>

                                 THIRD SCHEDULE
                                     Part 3


Purchaser Representations and Warranties
--------------------------------------------------------------------------------


Warranty 1 - Organization; Due Authorization; Non-Contravention

1.1   Purchaser is duly incorporated and validly exists under the laws of the
      jurisdiction in which it was incorporated, with full power and authority
      (corporate and other) to own, lease and operate its properties and conduct
      its business as currently conducted and as described in the SEC Document.

1.2   As of Completion:

      (a)   No meeting has been convened, resolution proposed, petition
            presented or order made for the winding up of the Purchaser;

      (b)   No receiver, receiver and manager, provisional liquidator,
            liquidator or other officer of the any court has been appointed in
            relation to all or any material assets of the Purchaser; and

      (c)   The Purchaser is not insolvent, and has not stopped paying its debts
            as and when they fall due.

1.3   All statutory books and records of the Purchaser have been properly kept
      and are up to date with true and accurate entries and records.

1.4   The Purchaser:

      (a)   has complied with all legal requirements for the filing of returns,
            particulars, notices and other documents with all government and
            regulatory authorities;

      (b)   has complied with all legal requirements in relation to the conduct
            of its business and operations; and

      (c)   has conducted its business, operations and affairs in accordance
            with all applicable laws, orders, regulations, by-laws and other
            requirements.

1.5   The Purchaser Common Stock issuable to the Vendors pursuant to the terms
      of this Agreement, when issued as contemplated hereunder, will be duly
      authorized, validly issued, fully paid and non-assessable shares of common
      stock of Purchaser.

1.6   The Purchaser has the requisite power and authority, and has taken all
      action necessary, to execute, deliver and perform its obligations under
      this Agreement and each other agreement, document, instrument or
      certificate contemplated by this Agreement to be executed by the Purchaser
      in connection with the consummation of the Transactions, and to consummate
      the Transactions. The execution and delivery by the Purchaser of this
      Agreement and any other applicable agreement, and the consummation by the
      Purchaser of the Transactions, and the performance by the Purchaser of its
      obligations hereunder, have been duly and validly authorized by all
      necessary corporate or other action on the part of the Purchaser, and no
      other action on the part of the Purchaser is required to authorize the
      execution, delivery and performance of this Agreement and the consummation
      by the Purchaser of the Transactions. This Agreement has been duly and
      validly executed and delivered by the Purchaser and constitutes a legal,
      valid and binding obligation of the Purchaser enforceable against the
      Purchaser in accordance with its terms.


                                       25
<PAGE>

1.7   The execution, delivery and performance of this Agreement does not, and
      the consummation of the Transactions will not :

      (a)   contravene, conflict with, or result in any violation or breach of
            any provision of the articles of incorporation, by-laws,
            constitution or other organizational or governing document of the
            Purchaser;

      (b)   contravene, conflict with, or result in a violation or breach of any
            provision of any law applicable to the Purchaser;

      (c)   require any consent or other action by any Person under, constitute
            a breach of or default under, or cause or permit the termination,
            cancellation, acceleration or other change of any right or
            obligation or the loss of any benefit to which the Purchaser is
            entitled under any provision of any agreement or other instrument
            binding upon the Purchaser or any license, franchise, permit,
            certificate, approval or other similar authorization affecting, or
            relating in any way to, the assets, property of the Purchaser or its
            business and operations; or

      (d)   result in the creation or imposition of any Encumbrance on any of
            the assets or properties of the Purchaser.

Warranty 2 - Financial Statements

2.1   The financial statements of the Purchaser included in the SEC Document
      give a true and fair view of the financial position, assets, liabilities
      and the results of operations of the Purchaser for and as at the periods
      to which such financial statements relate, and all such financial
      statements were prepared with due and reasonable care, in accordance with
      the accounting policies, principles and bases of preparation stated
      therein.

2.3   There have been no material changes to the financial position of the
      Purchaser or of the assets, liabilities or the results of operations of
      the Purchaser since the date of the financial statements of the Purchaser
      included in the SEC Document.


Warranty 3 - Litigation

3.1   The Purchaser is not involved in any litigation or arbitration proceedings
      and, so far as the Purchaser is aware, there are no facts likely to give
      rise to any such proceedings.

3.2   There is no unsatisfied judgment, order, arbitral award or decision of any
      court, tribunal or arbitrator against the Purchaser or any of the assets
      of Purchaser or Purchaser Common Stock.


                                       26
</TEXT>
</DOCUMENT>
