AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

between

THE XXXX-XX CORPORATION,

XXXX-XX HD, INC.

and

HOLLYWOOD DIGITAL LIMITED PARTNERSHIP

and

ITS PARTNERS

June 18, 1997

TABLE OF CONTENTS

Page(s)
-------

1. Purchase of Assets.............................................................................. 2

2. Purchase Price.................................................................................. 3

3. Representations and Warranties of Seller and Partners........................................... 8

4. Representations and Warranties of the Purchaser................................................. 17

5. Conditions to Obligations of the Purchaser...................................................... 19

6. Conditions to Obligations of the Seller......................................................... 22

7. Survival of Representations..................................................................... 24

8. Effect of Closing Over Known Unsatisfied Conditions............................................. 24

9. Actions to be Taken Subsequent to Closing....................................................... 25

10. The Closing..................................................................................... 28

11. Retention of Records............................................................................ 28

12. Employees....................................................................................... 28

13. Right of First Purchase......................................................................... 29

14. Expenses........................................................................................ 31

15. Change of Name.................................................................................. 31

16. Interim Operation of Business................................................................... 32

17. Dispute Resolution; Attorneys' Fees............................................................. 34

18. Public Disclosure............................................................................... 37

19. Other Offers and Exclusive Dealing.............................................................. 37

20. Confidentiality................................................................................. 38

21. Termination..................................................................................... 39

22. Miscellaneous................................................................................... 40

AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
---------------------------------------------

THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS ("Agreement"), is made
and entered into as of this 18th day of June, 1997, by and among The Xxxx-XX
Corporation, a Delaware corporation ("Xxxx"), Xxxx-XX HD, Inc., a California
corporation ("THD") (Xxxx and THD are sometimes collectively referred to as the
"Purchaser"), and Hollywood Digital Limited Partnership, a Delaware limited
partnership (the "Seller"), and Hollywood Digital, Inc., a Delaware corporation;
The Palladion Limited Partnership, a Delaware limited partnership; HDZ Digital
Limited Partnership, a Massachusetts limited partnership; Phemus Corporation, a
Massachusetts corporation; Xxxx Xxxxxxx; Xxxxxxx Xxxxx; Xxxxx Xxxxxxxx; and
Xxxxxxx Xxxxxxx (each, a "Partner" and collectively, the "Partners"), with
reference to the following facts:

A. The Seller is engaged in the video, audio and film post-production
business at a facility located at 6660 and 0000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx,
Xxxxxxxxxx 00000. Seller is developing a second facility located at 0000 Xxxxxxx
Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx. The Hollywood and Santa Xxxxxx facilities
are referred to as the "Premises."

B. The Seller wishes to sell all of its business and assets to the
Purchaser, and the Purchaser wishes to acquire all of such business and assets
from Seller on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and the mutual agreements,
covenants and other provisions herein contained, the parties agree as follows.

1. Purchase of Assets.

1.1. On the basis of the representations and warranties herein
contained, subject to the terms and conditions herein set forth, and for the
consideration described below, on the Closing Date (as defined in Section 10),
the Seller agrees to sell and convey to THD, and THD agrees to purchase all of
the business and assets of the Seller, tangible and intangible, of whatever
type, quality and location, as of the Closing Date (collectively, the "Assets"),
including but not limited to:

(a) all of its cash on hand, deposits and accounts
receivable;

(b) all work in process, customer orders and customer
contracts;

(c) all of its operable fixed assets including,
without limitation, leasehold improvements, trade fixtures, machinery,
furniture, motor vehicles, equipment and supplies (the "Fixed Assets"), which
assets are more particularly described on Schedule 1.1(c) attached hereto;

(d) all of its records relating to the Assets, all
records relating to liabilities assumed or incurred by the Purchaser pursuant to
this Agreement, all of its vendor files, account receivable files and all of its
personnel records;

(e) pre-paid items and security deposits under real
property leases in the amounts noted in Schedule 1.1(e) attached hereto; and

(f) all of its good will, customer lists, office and
warehouse supplies, catalogs, packaging materials, telephone numbers, credit
files and forms, and all of its trade names including, without limitation,
"Hollywood Digital."

1.2. Except as specifically provided in this Agreement, the
Purchaser is not assuming any of the liabilities or obligations of the Seller
other than liabilities set forth on Seller's March 31, 1997 balance sheet and
those subsequently incurred in the ordinary course of Seller's business.

2. Purchase Price.

2.1. As the purchase price for the Assets to be purchased
under this Agreement (the "Purchase Price"), the Purchaser agrees
to pay to the Seller the sum of Thirty Million Four Hundred

Thousand Dollars ($30,400,000), reduced by the Adjustment Factor as provided in
Section 2.2, payable as follows at the Closing:

(a) payment at the Closing of the outstanding
indebtedness as of the Closing of Seller to CIT (the "CIT Debt"), to Orix
Corporation (the "Orix Debt"), and the funded indebtedness of Seller, all as set
forth on Schedule 2.1(a) hereto (the "Funded Debt");

(b) cash in an amount equal to Seller's indebtedness
to Phemus Corporation ("Phemus") outstanding as of the Closing (the "Phemus
Debt"), paid to Phemus at the Closing; and

(c) cash in the amount of Four Hundred Sixty-Five
Thousand Dollars ($465,000), representing an investment banking fee payable by
Seller to HD Venture Capital, Inc., to be paid to HD Venture Capital, Inc. at
the Closing; and

(d) the difference between the Purchase Price and the
sum of items (a), (b) and (c) above (except that any portion of the CIT Debt
used to fund Santa Xxxxxx improvements approved by Purchaser shall be excluded
from item (a) for this purpose) by issuance of two convertible notes of Xxxx
(the "Xxxx Notes"), one in the amount of the difference between $27,000,000 and
items (a), (b) and (c) above (adjusted to exclude such Santa Xxxxxx
improvements) (the "First Note") to be delivered to Seller at the

Closing, and one in the amount of the difference between the Purchase Price and
$27,000,000 (the "Second Note") to be delivered to an escrow holder at the
Closing as provided in Section 2.3. The First Note and the Second Note shall be
in substantially the form of Exhibits "A" and "B" hereto respectively. The Xxxx
Notes shall be convertible into the Class A Common Stock of Xxxx (the "Xxxx
Shares"). Todd's obligation to register the Xxxx Shares under the Securities Act
of 1933 is provided for in a Registration Rights Agreement in substantially the
form of Exhibit "C" hereto.

2.2. The Purchase Price shall be reduced by the Adjustment
Factor if and only if the Operating Profit (as defined below) is less than Five
Million Five Hundred Thousand Dollars ($5,500,000). For purposes of this Section
2.2:

(a) The Adjustment Factor shall be six (6) times the
amount by which Five Million Five Hundred Thousand Dollars ($5,500,000) exceeds
the Cash Flow From Operating Activities. For example, if the Cash Flow From
Operating Activities is $5,400,000, the Adjustment Factor shall be 6 times
$100,000, or $600,000, and accordingly, the Purchase Price shall be $29,800,000.

(b) Cash Flow From Operating Activities means the
pre-tax income or loss of Seller computed without deduction for depreciation,
amortization, interest expense and non-recurring expenses of the Seller for the
period July 1, 1996 through the

Closing and of the Assets determined on a stand-alone basis for the period from
the Closing through June 30, 1997, computed in accordance with the principles
employed in preparing the Financial Statements (as defined below). Seller's Cash
Flow From Operating Activities for the period July 1, 1996 through March 31,
1997 is the amount set forth as "operating profit" in the summary statement of
operations which is an exhibit to Seller's audited financial statement for such
period. Cash Flow From Operating Activities for the period April 1, 1997 through
June 30, 1997 shall be determined by Seller's auditors as soon as practicable
after June 30, 1997. Seller's auditors shall provide Purchaser and Seller with a
preliminary statement of such computation. Each party shall have the right for a
period of fifteen (15) days after receipt of such preliminary statement (the
"Comment Period") to comment in writing upon such statement, and Seller's
auditors shall consider any comments of either party in determining whether to
revise its preliminary statement of Cash Flow From Operating Activities. Failure
of a party to provide such written comments within the Comment Period shall be
deemed acceptance of the preliminary statement. In computing Cash Flow From
Operating Activities, the following items shall not be deducted: (1) any costs
of developing Seller's Santa Xxxxxx facility which are approved by Purchaser;
(2) the payment of approximately $75,000 advanced to Seller by Xxxxxxx, Xxxxx &
Co. ("HD") for legal fees and other fees and expenses prior to the Closing; (3)
the payment of an investment banking fee of $465,000 to HD Venture Capital,
Inc.; (4) the payment of Seller's

legal fees and costs related to this transaction; (5) repayment of the Phemus
Debt; and (6) payment of any other non-recurring fees and costs of Seller,
including fees and expenses relating to litigation settlements and management
fees and expenses paid to HD. Seller's auditors shall notify the parties of its
final computation of Cash Flow From Operating Activities after considering any
comments on its preliminary statement made by either party. Each party shall
have fifteen (15) days from the date upon which it receives the final statement
of Seller's auditor to notify the other party that it disagrees with such
computation, and the grounds therefor (the "Disagreement Notice"). If a party
timely delivers to the other party a Disagreement Notice, Purchaser and Seller
shall designate a national accounting firm other than Xxxxxx Xxxxxxxx or
Deloitte Touche to determine such Cash Flow From Operating Activities in
accordance with this Section 2.2. The determination of Cash Flow From Operating
Activities of such national accounting firm shall be final and binding on the
parties. Purchaser and Seller shall each bear one-half of the costs of such
accounting firm in making its determination of Cash Flow From Operating
Activities.

2.3. At the Closing, Purchaser shall deliver the Second Note
to Xxxxxxxxx Glusker Fields Claman & Machtinger LLP as escrow holder. For this
purpose, the Second Note shall be in the principal amount of Three Million Four
Hundred Thousand Dollars ($3,400,000). Purchaser and Seller each shall notify
the escrow

holder in writing of the amount of the Purchase Price, as finally determined
pursuant to Section 2.2. Escrow holder shall hold the Second Note until it
receives notice from both Purchaser and Seller that the Purchase Price has been
finally determined to be Thirty Million Four Hundred Thousand Dollars
($30,400,000). Upon receipt of such notices, escrow holder shall then deliver
the Second Note to Seller. If the escrow holder has received notices from both
Purchaser and Seller that the Purchase Price is determined to be less than
$30,400,000 by virtue of the Adjustment Factor, Purchaser and Seller shall
deliver to escrow holder instructions to exchange the original Second Note for a
substitute Second Note in the principal amount of the difference between the
Purchase Price and $27,000,000, Xxxx and escrow holder shall then exchange such
original and substitute Second Notes, and escrow holder shall then deliver the
substitute Second Note to Seller.

2.4. In addition to the foregoing, and except for the items
set forth on Schedule 2.4 hereto, THD shall assume and discharge the liabilities
of Seller outstanding on the Closing Date which were set forth on Seller's
balance sheet dated March 31, 1997 or were subsequently incurred by Seller in
the ordinary course of its business.

3. Representations and Warranties of Seller and Partners.
The Seller and each of the Partners represent and warrant to the Purchaser as
follows, such representations and warranties being

several as to the Partners in proportion to their equity interests in Seller as
set forth on Schedule 3.0 hereto, except that (1) the representations and
warranties of the HD-Related Partners (as identified on Schedule 3.0) are joint
and several as to their aggregate equity interest in Seller; (2) except that
representations and warranties in Section 3.2 relating to Phemus, Xxxxxxx,
Xxxxx, Xxxxxxxx and Xxxxxxx are made only by each such person separately, and
(3) the representations and warranties in Section 3.2 relating to any of the
HD-Related Partners are made jointly only by the HD-Related Partners:

3.1. The Seller is a limited partnership duly organized,
validly existing and in good standing under the laws of Delaware and has all
requisite power and authority to own and operate its properties and to carry on
its business as now being conducted and to own, sell and dispose of the Assets
in accordance with this Agreement. The Seller has full power and authority to
execute, deliver and perform this Agreement and doing so will not violate any
provision of law or contravene any provisions of its Certificate of Limited
Partnership or its partnership agreement.

3.2. This Agreement and the transactions provided for in this
Agreement by the Seller and its Partners have been duly authorized by the
Partners of the Seller on behalf of the Seller and by each of the Partners on
behalf of itself or himself, no other authorization being necessary. This
Agreement has been duly

executed on behalf of the Seller and each of the Partners and constitutes a
legal, valid and binding obligation of the Seller and each of the Partners.
Neither the execution of this Agreement nor the transactions provided for,
including the sale of the Assets, will violate, or result in a breach of, or
constitute a default under, any law or any agreement or any instrument, order,
judgment or decree to which the Seller or any Partner is a party or to which
Seller or any Partner or any of their respective properties are subject.

3.3. The Seller has good and marketable title to all of the
Assets, and all of the Assets are free and clear of all pledges, liens (except
liens for taxes not yet due), security interests or other burdens, charges or
encumbrances of any kind or nature whatsoever, except for the CIT Debt, the Orix
Debt, the Funded Debt, the Phemus Debt or as otherwise disclosed in Schedule 3.3
attached hereto.

3.4. All leases pursuant to which the Seller leases to or from
others any property are listed in Schedule 3.4 attached hereto. To Seller's Best
Knowledge (as defined below), all such leases are legally valid, and there is
not under any of such leases any existing default or any event of default or
event which with notice or lapse of time or both would constitute such a default
by the Seller or by any other party thereto. The Seller is not a

party to and is not bound by any other lease or amendment or supplement thereto.

3.5. The Seller has all material licenses necessary for the
conduct of its business, and all license taxes have been paid if due or accrued
if not yet due. All copyrights, patents, trademarks, tradenames and other
licenses used by the Seller in the conduct of its business are listed in
Schedule 3.5 attached hereto. The Seller has not received any notice of conflict
with the asserted rights of others thereto and to Seller's Best Knowledge it is
not infringing such rights of others.

3.6. Except as otherwise disclosed in Schedule 3.6 attached
hereto, all tax returns of the Seller, including but not limited to, returns of
sales, social security, personal property, withholding and unemployment taxes,
which are required to have been filed by the Seller to date, have been duly
prepared, timely filed and are true and correct, and all taxes, interest and
penalties shown thereon or due in connection therewith have been paid, if due,
or accrued, if not yet due. No deficiency has been proposed and not paid with
respect to any tax return filed by the Seller as of the date hereof. All payroll
taxes that the Seller is required by law to withhold have been withheld and
properly deposited.

3.7. Except as otherwise disclosed in Schedule 3.7(a), the
Seller does not have any bonus, deferred compensation, profit

sharing, pension, retirement or stock option plan or agreement, or any other
type of employee benefit plan or any accrued obligation thereunder, or any
current or prospective obligation for the payment of severance pay to any
current or former employee. The Seller has delivered to the Purchaser copies of
all documents governing any plan, agreement or obligation disclosed in Schedule
3.7(a) and copies of all reports applicable thereto. All accrued vacation pay
and sick pay due to the Seller's employees is set forth in Schedule 3.7(b).

3.8. The Seller is not now nor has it ever been a party to any
labor union contract or collective bargaining agreement.

3.9. Except as disclosed in Schedule 3.9 attached hereto, the
Seller has no knowledge and has received no notice to the effect that the Seller
has failed to comply with any laws, regulations or orders applicable to its
business or properties or that the present uses by the Seller of its properties
violate any such laws, regulations or orders, where such failure would have a
material adverse effect on Seller's business.

3.10. Except as otherwise disclosed in Schedule 3.10 attached
hereto, the Seller is not involved in any pending or threatened litigation or
any investigation by any governmental body or any legal, administrative or
arbitration proceeding. Except as otherwise disclosed in Schedule 3.10 attached
hereto, to the Best

Knowledge of the Seller, the Seller is not materially in default under any
contract, and there is no action, claim, suit, proceeding or investigation
threatened against or affecting the Seller or any of its properties or assets.
Except as otherwise disclosed in Schedule 3.10 attached hereto, the Seller is
not subject to any judgment, award, order or decree and is not involved in any
governmental action or proceeding in which relief is sought affecting the
operation of its business or its assets. Except as otherwise disclosed in
Schedule 3.10 attached hereto, no current or former partner of the Seller has
any claim against the Seller or any of its assets.

3.11. The Seller maintains in full force and effect the
insurance policies listed in Schedule 3.11 attached hereto. There has been no
default in the payment of premiums on any such policy, and to Seller's Best
Knowledge there is no ground for cancellation or avoidance of any such policy or
for reduction of the coverage provided thereby.

3.12. Except as otherwise disclosed in Schedule 3.12 attached
hereto, to Seller's Best Knowledge, the Seller does not have any employment,
service or consulting agreement with any person or entity which cannot be
terminated at any time without liability to the Seller.

3.13. All of the Seller's open orders as of the date hereof in
excess of $25,000 are listed in Schedule 3.13 attached hereto.

3.14. The Seller has delivered to the Purchaser copies of its
audited financial statements for its fiscal years ended June 30, 1994, June 30,
1995, June 30, 1996, its short fiscal year beginning July 1, 1996 and ending
December 31, 1996, and the nine months beginning July 1, 1996 and ending March
31, 1997 (collectively, the "Financial Statements"). Each of the Financial
Statements accurately reflects the books and records of Seller, fairly and
accurately presents the financial condition of Seller and the results of its
operations for the period covered, and has been prepared in accordance with
generally accepted accounting principles, consistently applied ("GAAP"). All
accounts receivable set forth in the Financial Statements are valid and
enforceable to Seller's Best Knowledge and provisions for uncollectible
receivables were determined in good faith and on a basis consistent with GAAP
and past practice. Seller has furnished to Purchaser for its inspection all
readily available working papers, supporting schedules and other materials with
respect to Seller which were utilized in preparing the Financial Statements.
Except as set forth on the Financial Statements or the Schedules to this
Agreement, for the period covered, to Seller's Best Knowledge, Seller did not
have any liabilities of any nature, whether accrued or contingent, including
without limitation, tax liabilities.

3.15. Since March 31, 1997, except as set forth on Schedule
3.15, (i) there have been no changes in the condition, financial or otherwise,
assets, liabilities, properties, labor relations or business of the Seller from
that shown in the Seller's balance sheet as of that date, other than events and
conditions generally affecting the economy, which have materially adversely
affected the business, assets, properties, condition or prospects of the Seller;
(ii) there has not been any damage, destruction or loss, whether covered by
insurance or not, materially or adversely affecting any of the properties or the
business of the Seller; (iii) there has not been any material increase in the
compensation payable by the Seller to any officer or employee, except for
increases in compensation provided for in employment agreements in force on
March 31, 1997, or any material increase in any bonus, insurance, pension or
other employee benefit plan, payment or arrangement made to, for or with any
such officer or employee; (iv) the Seller has not sold or otherwise disposed of
any of its trademarks, trade names, copyrights, other intangible assets,
machinery, equipment (including motor vehicles), leasehold improvements,
furniture or fixtures other than in the ordinary course of its business; (v)
except for expenditures related to development of the Santa Xxxxxx facility
approved by Purchaser, there has not been any expenditure or contract for the
acquisition of assets of any kind, or any obligations or liabilities incurred or
any cancellation of any debts or claims by Seller or any discharge or
satisfaction of any lien or encumbrance by Seller,

other than in the ordinary course of its business; (vi) there has not been any
declaration or payment by Seller of any distribution of any kind to any of the
Partners or in discharge or cancellation, in whole or in part, of any
indebtedness owing to any of the Partners; (vii) there has not been any issuance
or grant of any options, warrants or other rights for the purchase of equity
interests in Seller; (viii) there has not been any mortgage, pledge, subjection
to lien, charge or encumbrance of any kind of any of the Assets, or any
amendment or termination of any contract, agreement or license to which Seller
is a party other than in the ordinary course of its business; and (ix) Seller
has not entered into any contract or commitment except for normal month-to-month
commitments for the purchase of supplies and merchandise and for the furnishing
of services to customers in the ordinary course of its business.

3.16. Except for the payment of an investment banking fee of
$465,000 to HD, neither Seller nor any of the Partners, nor any of their
employees or agents have incurred any liability to any broker, finder, or agent
for any brokerage fees, finder's fees, investment banking fees or commissions
with respect to the transactions contemplated by this Agreement.

3.17. The Xxxx Notes are being acquired, and upon conversion
of the Xxxx Notes, the Xxxx Shares will be acquired, for investment purposes,
and not with a view to transfer or

distribution to others, except for a distribution by Seller to the Partners.

As used in this Article 3, Seller's Best Knowledge means the actual knowledge of
any of Xxxxx X. Xxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxx or Xxxxx Xxxxxxxx, after
reasonable inquiry.

4. Representations and Warranties of the Purchaser. Each of
Xxxx and THD represents and warrants to the Seller as follows:

4.1. It is a corporation duly organized, validly existing, and
in good standing under the laws of Delaware. It has full power and authority to
execute, deliver and perform this Agreement, and doing so will not violate any
provision of law or contravene any provision of its Certificate of Incorporation
or Bylaws.

4.2. This Agreement and the transactions provided for in this
Agreement by each Purchaser have been duly authorized by each Purchaser, and
this Agreement constitutes a legal, valid and binding obligation of each
Purchaser.

4.3. The execution and delivery of this Agreement by each
Purchaser and the consummation and documentation of the transactions provided
for herein do not and will not constitute breach of, or default under, any
commitment, agreement, judgment or

pending suit or court proceeding to which the Purchaser is a party or to which
any or its assets is subject and will not create, or cause the acceleration of
the maturity of, any debt, liability or obligation of the Purchaser.

4.4. The Xxxx Shares will, when delivered to the Seller or the
Partners upon conversion of the Xxxx Notes, be duly issued, fully paid and
non-assessable.

4.5. No consent of any federal, state or local authority is
required in connection with the consummation of the transactions contemplated by
this Agreement by each Purchaser.

4.6. No written representation or warranty made by the
Purchaser in this Agreement, or in any written statement, certificate or other
instrument furnished to the Seller pursuant hereto, or in connection with the
transactions contemplated hereby, contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements herein
or therein not misleading.

4.7. Todd's annual report (Form 10-K) for its fiscal year
ended August 31, 1996 and its quarterly report (Form 10-Q) for the period ended
February 28, 1997, as filed with the Securities and Exchange Commission are true
and correct in all material respects and contain no material omissions, and
there has been no material

adverse change in Todd's financial condition since the last date covered by such
Form 10-Q.

4.8. Neither Purchaser nor any of their employees or agents
has incurred any liability to any broker, finder or agent for any brokerage
fees, finder's fees or commissions with respect to the transactions contemplated
by this Agreement.

5. Conditions to Obligations of the Purchaser. The obligations
of the Purchaser under this Agreement to consummate the purchase of the Assets
are subject to the fulfillment on or before the Closing Date of each of the
following conditions:

5.1. Except as disclosed in writing to Purchaser and not
disapproved by them, all representations and warranties of the Seller and the
Partners contained in this Agreement shall (except as affected by the
transactions contemplated by this Agreement and except to the extent made as of
a specified date) be true in all material respects on the Closing Date with the
same effect as though such representations and warranties had been made on and
as of the Closing Date, and all of the actions of Seller and each of the
Partners to be performed on or before the Closing Date pursuant to the terms
hereof shall have been duly performed in all material respects.

5.2. Purchaser shall have received certificates, dated as of
the Closing Date, of Seller and each of the Partners to the effect that the
conditions specified in Section 5.1 have been fulfilled.

5.3. Purchaser shall have received an opinion of counsel to
Seller and the HD-Related Partners, and an opinion of counsel to Phemus in
substantially the form of Exhibits "D-1" and "D-2" hereto.

5.4. Neither the Assets nor the Premises shall have suffered
material damage by fire, flood or other casualty.

5.5. There shall be no pending or threatened litigation or any
investigation by any governmental body or any legal, administrative or
arbitration proceeding pending or threatened that may have a material adverse
effect of the operation of the Assets by THD.

5.6. No governmental inquiry, action or proceeding shall have
been asserted, threatened or initiated to enjoin the transactions contemplated
by this Agreement.

5.7. The Seller shall have delivered to THD at the Premises
all of the records referred to in Section 1.1(d) above.

5.8. The Seller shall have delivered to THD assignment
agreements in the form of Exhibits "E", "F" and "G" attached hereto with respect
to the Premises, and the landlord's Consent in the form of Exhibit "H" with
respect to 0000 Xxxxxxx Xxxxxxxxx.

5.9. The Seller shall have executed a xxxx of sale and
assignment in substantially the form of Exhibit "I" transferring all of the
Assets to THD.

5.10. Each of Xxxx Xxxxxxx, Xxxxxxx Xxxxx and Xxxxx Xxxxxxxx
each shall have entered into an Employment Agreement with Purchaser effective as
of the Closing Date.

5.11. The Seller and Xxxx shall have entered into the
Registration Rights Agreement in substantially the form of Exhibit "C".

5.12. Seller and each of the Partners shall release any
security interest any of them may have in any of the Assets.

5.13. Seller shall have satisfied the rights or options of
Xxxxxxx Xxxxxxx to acquire equity interests in Seller or profit participations
in Seller's business, evidenced by a certificate executed by Xxxxxxx Xxxxxxx in
form satisfactory to Purchaser.

5.14. The Seller, the HD-Related Partners and Phemus shall
have delivered to the Purchaser its or his respective

Noncompetition Agreement in substantially the form of Exhibits "J" and "K"
hereto.

5.15. The Partners shall have delivered to the Purchaser the
Indemnification Agreement in substantially the form of Exhibit "L" hereto.

5.16. As of the Closing, no event shall have occurred and no
circumstance shall exist which may materially and adversely affect or, in the
reasonable judgment of the Purchaser, threaten to affect the Seller's business,
assets, properties, condition or prospects.

6. Conditions to Obligations of the Seller. The obligations
of the Seller under this Agreement are subject to the fulfillment
on or before the Closing Date of each of the following conditions:

6.1. Except as disclosed in writing to Seller and not
disapproved by it, the representations and warranties of Purchaser contained in
Section 4 hereof shall (except as affected by the transactions contemplated by
this Agreement and except to the extent that any such representations and
warranties are made as of a specified date) be true in all material respects on
the Closing Date with the same effect as though such representations and
warranties had been made on and as of the Closing Date, and all of the actions
of Purchaser to be performed on or before the Closing

Date pursuant to the terms hereof shall have been duly performed in all material
respects.

6.2. Seller shall have received a certificate, dated as of the
Closing Date, of an officer of Xxxx to the effect that the conditions specified
in Section 6.1 have been fulfilled.

6.3. The Seller and the Partners shall have received an
opinion of counsel to Purchaser in substantially the form of Exhibit "M" hereto.

6.4. No governmental inquiry, action or proceeding shall have
been asserted, threatened or instituted to restrain or enjoin the transactions
contemplated by this Agreement.

6.5. The Purchaser shall have paid to the Seller the Purchase
Price (for this purpose, delivery of the Second Note to the escrow holder as
provided in Section 2.3 shall be considered as payment).

6.6. The Purchaser shall have delivered to Seller the
undertakings of Xxxxxxxx Xxxxx and Xxxxxx Xxxxx to vote in favor of Xxxxx X.
Xxxx as a director of Xxxx, in substantially the form of Exhibits "N" and "O"
hereto.

6.7. The Seller and the Partners shall have received the
Registration Rights Agreement duly executed by Xxxx and the Indemnification
Agreement duly executed by the Purchaser.

6.8. As of the Closing, no event shall have occurred and no
circumstance shall exist which may materially and adversely affect or, in the
reasonable judgment of the Seller, threaten to affect, the Purchaser's business,
conditions or prospects.

7. Survival of Representations. All representations, warranties
and covenants made by Purchaser or Seller and the Partners shall survive the
Closing Date, provided, however, that the liability of Seller and the Partners
shall be limited as set forth in the Indemnification Agreement, and the time
periods for actions and claims by Purchaser against Seller and the Partners
shall be limited as set forth in the Indemnification Agreement.

8. Effect of Closing Over Known Unsatisfied Conditions. If
any of the parties hereto elects to proceed with the Closing knowing of any
failure of any condition or breach of any representation and warranty by any
other party hereto, the condition that is unsatisfied or the representation and
warranty which is breached at the Closing Date shall be deemed to be waived by
such party, and the party so electing to proceed shall be deemed to fully
release and forever discharge such other party hereto on

account of any and all claims, demands or charges with respect to the same.

9. Actions to be Taken Subsequent to Closing.

9.1. Each of the Seller and the Purchaser agrees that it will
at any time and from time to time after the Closing Date, upon reasonable
request of the other party, do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged and delivered all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required for the complete assigning, transferring, granting, assuring and
confirming to the Purchaser and to its successors and assigns, and for aiding
and assisting in obtaining or collecting and reducing to possession, any or all
of the Assets.

9.2. At the next meeting of the Board of Directors of Xxxx
following the Closing, the Board of Directors of Xxxx shall have elected Xxxxx
X. Xxxx ("Xxxx") to the Board as a Member of the Board to serve until the next
annual meeting of the shareholders of Xxxx and until his successor is elected
and qualified. Xxxx agrees that it shall nominate Xxxx for re-election as
director at any election of directors occurring before the earlier of (1) the
third anniversary of the Closing or (2) the date upon which the HD-Related
Partners have disposed of more than 50% of the Xxxx Shares issued to them upon
conversion of their interests in the Xxxx

Notes, provided that Xxxx has consented to serve as a director and no grounds
exist for his removal for cause.

9.3. As soon as practicable following the receipt of written
demand in accordance with the Registration Rights Agreement, Xxxx shall, at its
own expense, register the Xxxx Shares with the Securities and Exchange
Commission.

9.4. From the Closing through June 30, 1997, Purchaser will
not incur additional liabilities related to the Assets except in the ordinary
course of business, and except for a possible refinancing of the CIT Debt and/or
the Orix Debt.

9.5. The Seller shall pay as they become due all liabilities
of the Seller not assumed by the Purchaser pursuant to the terms of this
Agreement, and the Purchaser shall pay as they become due all liabilities of the
Seller assumed by the Purchaser pursuant to the terms of this Agreement and all
liabilities and expenses arising from the operation of the Assets following the
Closing.

9.6. In the event the transactions provided for in this
Agreement fail to close, neither Purchaser will solicit for employment Xxxx
Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxx or Xxxxxxx Xxxxxxx for a period of
eighteen (18) months from April 17, 1997.

9.7. Each of the Partners covenants and agrees that, for the
Retention Period (as defined below), it or he will retain, and will not dispose
of in any manner, other than a sale for full and adequate consideration, any
Xxxx Notes, Xxxx Shares, or the gross proceeds from the sale of any Xxxx Notes
or Xxxx Shares which it or he may acquire from Seller. For this purpose, the
Retention Period is the period commencing on the Closing Date and ending on the
later of (1) the second anniversary of the Closing Date (the "Claim Period") or
(2) if as of such last date one or more timely-noticed claims are outstanding,
the date on which the last such claim has been fully satisfied; provided,
however, that if at the expiration of the Claim Period, one or more
timely-noticed claims are outstanding, the maximum amount each Partner is
required to retain under this Section 9.7 is 100% of the amount of such
Partner's maximum possible liability under the Indemnification Agreement to
which it or he is a party. Phemus shall be considered to have complied with this
Section 9.7 notwithstanding that its Xxxx Notes, Xxxx Shares or proceeds from
the sale thereof, are transferred to another entity which meets the following
requirements: (1) it is controlled by the President and Fellows of Harvard
College, (2) it is not bankrupt or insolvent and (3) it becomes a party to and
agrees to assume Phemus' liabilities under the Indemnification Agreement.

9.8. During the term that any of the Xxxx Notes is
outstanding, Xxxx shall not incur any indebtedness which, by its

terms, prohibits payment of the Xxxx Notes when due (except for, with respect to
any indebtedness which is Senior Indebtedness as defined in the Xxxx Notes, the
subordination provisions of Article 1 of the Xxxx Notes).

10. The Closing. The Closing hereunder shall take place at
the offices of Xxxxxxxxx Glusker Fields Claman & Machtinger LLP 0000 Xxxxxx xx
xxx Xxxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 at 10 a.m. on June 20, 1997, or at
such other time and place as the parties may agree (the "Closing Date").

11. Retention of Records. The Purchaser agrees that for a period
of six years from their respective dates, the Purchaser will notify the Seller
before discarding any records and other data delivered by the Seller to the
Purchaser as part of the Assets and that upon request by the Seller will make
available at reasonable times to the Seller and its representatives all such
records and data. The Seller may, at its expense, make copies of such records
and data.

12. Employees. The Purchaser will use reasonable efforts to
offer employment to the Seller's employees who are not specified in Section
5.10. Any of the Seller's employees hired by the Purchaser following the Closing
will have continuing medical insurance benefits without any waiting period. For
purposes of determining eligibility for participation in Todd's employee benefit
plans,

such employees will be given credit for any past service with the Seller.

13. Right of First Purchase. Each time the Seller or any Partner
proposes to transfer, assign or sell all or any part of the Xxxx Notes or the
Xxxx Shares, the Seller or such Partner (an "Offeror") shall first offer such
Xxxx Notes of Xxxx Shares to Xxxx in accordance with the following provisions:

13.1. The Offeror shall deliver a written notice (the "Offer
Notice") to Xxxx stating (i) the Offeror's bona fide intention to transfer such
Xxxx Notes or Xxxx Shares, (ii) the name and address of the proposed transferee
if known or otherwise the means of transfer, (iii) the Xxxx Notes or Xxxx Shares
to be transferred and (iv) the purchase price in terms of payment for which the
Offeror proposes to transfer such Xxxx Notes or Xxxx Shares.

13.2. Within seven (7) days after receipt of the Offer Notice,
Xxxx shall notify the Offeror in writing of its desire to purchase all or any
portion of the Xxxx Notes or Xxxx Shares being so transferred, and within such
7-day period, Xxxx shall have the first right to purchase such Xxxx Notes or
Xxxx Shares upon the price and terms of payment designated in the Offer Notice.
If the Offer Notice provides for the payment of non-cash consideration, Xxxx xxx
elect to pay the consideration in cash

equal to the present fair market value of the non-cash consideration offered. If
Xxxx elects to exercise its first right to purchase, it shall deliver the
purchase price to the Offeror either (1) at the time specified in the Offer
Notice or (2) within ninety (90) days after the date of delivery of the Offer
Notice, provided the buyer is the same party identified in the Offer Notice,
whichever is greater, except that, in the case of any Xxxx Shares held by
Phemus, the 7-day and 90-day periods referred to above shall instead be 24-hours
and 30 days, respectively.

13.3. If Xxxx elects not to purchase all of the Xxxx Notes or
Xxxx Shares designated in the Offer Notice, then the Offeror may transfer the
Xxxx Notes or Xxxx Shares with respect to which Xxxx has elected not to exercise
its right of first refusal in the manner described in the Offer Notice,
providing such transfer (i) is completed within the time period specified in
Section 13.2, and (ii) is made at the price, on the terms and to the same buyer
designated in the Offer Notice. If such Xxxx Notes or Xxxx Shares are not so
transferred, the Offeror must give notice in accordance with this Article 13
prior to any other or subsequent transfer of such Xxxx Notes or Xxxx Shares.

13.4. The Xxxx Notes and Xxxx Shares shall each bear a legend
stating that such Xxxx Notes and Xxxx Shares are subject to the right of first
refusal provided herein.

13.5. Nothing in this Article 13 shall prohibit transfers of
Xxxx Shares meeting the requirements of the last sentence of Section 9.7, which
transfers shall not be subject to this Article 13.

14. Expenses.

14.1. Except as specifically provided herein, Seller, the
Partners and Purchaser each shall be responsible for its own expenses incurred
in connection with this Agreement, including, without limitation, all fees and
expenses of agents, representatives, counsel and accountants employed by the
parties hereto in connection with the preparation of this Agreement and the
consummation of the transactions contemplated by this Agreement.

14.2. All state transactional taxes due and payable upon the
sale of the Assets to the Purchaser shall be paid by the Seller. The foregoing
shall not be interpreted as a limitation of the Purchaser's rights to
indemnification under the Indemnification Agreement with respect to any other
taxes, including but not limited to, income taxes and any related penalties
payable by the Seller or the Partners.

15. Change of Name. The Seller and the Partners acknowledge
that the trade name "Hollywood Digital" is being sold to the Purchaser as part
of the Assets. Accordingly, the Seller and the

Partners shall cease as of the Closing Date hereof using the name "Hollywood
Digital" or any substantially similar variation thereof in any partnership,
corporate or trade name or in any advertisement for any business following the
Closing Date.

16. Interim Operation of Business. The Seller covenants and
agrees that from the date hereof to the Closing Date it shall:

16.1. Conduct its business only in the ordinary course and
incur no liabilities, direct or contingent, except in the ordinary course of
business consistent with past practices;

16.2. Use its commercially reasonable efforts to preserve its
business intact, keeping available the services of the present officers and
employees thereof and preserving the relationships thereof with suppliers,
customers and others with whom the Seller has business dealings;

16.3. Maintain all of its properties in customary repair,
order and condition, reasonable wear and tear excepted, and maintain in full
force and effect all licenses, franchises, and other intangible assets owned by
the Seller;

16.4. Maintain in full force and effect all policies of
insurance in effect on the date hereof and renewals thereof;

16.5. Maintain its books of account and records in the usual,
regular and ordinary manner, in accordance with GAAP;

16.6. Timely file all reports required to be filed with
governmental authorities and conform in all material respects to all laws,
regulations and orders relating to its business;

16.7. Except as required under employment agreements in force
on March 31, 1997, not pay or commit to pay any salary increases, not make or
commit to make any distribution of assets, not make or commit to make any loans
or otherwise dispose of its assets except in the ordinary course of business
consistent with past practices;

16.8. Not execute any purchase orders in excess of $25,000
without the consent of Xxxx;

16.9. Promptly advise the Purchaser in writing of any material
adverse change, known or threatened, in the financial condition, business or
affairs of the Seller; and

16.10. Not make any purchases inconsistent with past practices
as to type or quantity of merchandise.

Nothing in this Agreement shall be deemed to prevent Seller from paying expenses
and incurring capital expenditures either (1) to

develop the Santa Xxxxxx facility, if such items are consented to by Xxxx, or
(2) to purchase equipment from March 31, 1997 to the Closing in the ordinary
course of its business in the aggregate amount not to exceed $25,000.

17. Dispute Resolution; Attorneys' Fees.

17.1. Any controversy or claim arising out of or relating to
this Agreement, its enforcement or interpretation, or because of an alleged
breach or default or misrepresentation in connection with any of its provisions
shall be submitted to a retired judge (the "Referee") pursuant to California
Code of Civil Procedure, Section 638, et seq. The Referee will serve as an all
purpose judge and his or her determinations will include, but will not be
limited to, discovery and other law and motion matters and provisional remedies,
as well as the trial itself. In all respects, including, but not limited to, the
right of appeal and review, the proceedings will be governed by the Code of
Civil Procedure, as if the Referee were a sitting judge of the Superior Court.
The Referee will be selected by the following process:

17.2. Within ten (10) days after a party has notified the
other party, in writing, that such party elects to exercise such party's rights
under this Section 17, each party will serve on the other party a list of five
(5) nominees who are retired superior court or federal judges.

17.3. Within ten (10) days after the expiration of the 10-day
period referenced in Section 17.2 above, each party will serve on the other
party a copy of the entire list of all nominees with each nominee numbered in
the order of that party's preference, its first choice being number one, its
next choice, number two, etc.

17.4. The nominee with the lowest numerical total will then be
designated as the Referee, subject to being duly challenged by any of the
parties. Each party will have 1 peremptory challenge. A peremptory challenge may
only be exercised by filing it with the court (and serving it upon the party's
counsel of record) within five (5) business days after the parties have
designated the order of their preference. Peremptory challenges need not be in
any particular form and need only state that the challenging party peremptorily
challenges a particular nominee. If both parties exercise a peremptory challenge
against the same nominee each will be deemed to have exercised its 1 peremptory
challenge. The exercise of the peremptory challenge described herein does not
affect or limit the right of any party to object to the appointment of the
Referee pursuant to Code of Civil Procedure Section 641.

17.5. If the designated Referee is duly challenged and
disqualified or becomes unwilling or unable to serve, the nominee with the next
lowest numerical total will be designated the

Referee, subject, in turn to challenge (in the manner specified in this Section
17) or unwillingness or inability to serve; and this procedure will be repeated
until a Referee is selected. The trial will be held as expeditiously as
practicable in light of law and motion and discovery proceedings.

17.6. The Referee shall hear, try and determine all issues in
the case, whether fact or law, and issue a statement of decision, and a
judgment. No party shall seek, and the Referee shall not be authorized to award,
any punitive damages. The parties intend this general reference agreement to be
specifically enforceable. If the parties do not agree upon the fees to be paid
to the selected or appointed Referee, the fees shall be fixed and paid, as if
the reference to such Referee were involuntary, pursuant to California Code of
Civil Procedure Sections 645.1 and 1023. Any retrial of any issue shall be
subject to the provisions of this Section 17, in the same manner as specified
hereinabove.

17.7. If any legal action or other proceeding is brought for
the enforcement of this Agreement, or because of any alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party shall be entitled to recover
reasonable attorneys' fees and other costs incurred therein, in addition to any
other relief to which it or they may be entitled. The court or Referee shall
consider, in determining the prevailing party, (i) which

party obtains relief which most nearly reflects the remedy or relief which the
parties sought, and (ii) any settlement offers made prior to commencement of the
trial in the proceeding.

18. Public Disclosure.

Seller shall make no press release or public disclosure of the
transactions contemplated by this Agreement other than a joint press release
with Xxxx unless approved in writing by Xxxx. Xxxx xxx, prior to the Closing,
make public disclosure of the transactions contemplated by this Agreement, with
or without the approval of Sellers, if it believes on the advice of counsel that
such disclosure is legally required.

19. Other Offers and Exclusive Dealing.

From and after the date of this Agreement and until the
earlier of the termination of this Agreement or the Closing, whichever shall
occur first, Seller and the Partners shall not, and shall use their best efforts
to ensure that their officers, directors, employees, advisors and agents shall
not, directly or indirectly, (a) solicit, initiate or authorize any inquiries,
discussions, negotiations or submission of proposals or offers to or from any
person, corporation or other entity, or participate in any discussion regarding
any such inquiry or proposal relating to any merger or purchase of any equity
interest in, all or a material

amount of the equity interests or the assets of Seller or approve or undertake
any such transaction, or (b) knowingly provide or furnish to any person other
than Purchaser and their agents any non-public information about or with respect
to Seller. Seller and the Partners shall respond to all unsolicited inquiries
and proposals, and to inquiries or proposals resulting from actions of persons
not controlling or controlled by Seller or any of the Partners or subject to
this Agreement, seeking information or indications of interest regarding any
merger or purchase of any equity interest in, all or a material amount of the
equity interests, or the assets of Seller, by clearly communicating to the
inquiring or proposing party that the Seller or the Partner, as the case may be,
is unwilling to respond to the proposal or inquiry at that time.

20. Confidentiality.

Each party shall maintain the confidentiality of all
information furnished to it by the other party hereto concerning the business,
operations and financial condition of the party furnishing such information, and
shall not use any such information except in furtherance of the completion of
the transactions contemplated by this Agreement. If such transactions are not
completed, each party hereto shall promptly return all documents and copies
thereof received from the other parties hereto. The obligations of
confidentiality under this Section 20 shall survive

any termination of this Agreement and shall remain in effect, except to the
extent that (a) the transactions contemplated by this Agreement shall have been
completed or (b) as to any particular information if such information (i) shall
have become generally available to the other party or (ii) was available to the
other party on a non-confidential basis prior to its disclosure by the first
party.

21. Termination.

Either Purchaser or Seller may terminate this Agreement on or
prior to the Closing Date without liability to the other of them if a bona fide
governmental action or proceeding shall be pending against either party on the
Closing Date wherein an unfavorable judgment, decree or order would prevent or
make unlawful the carrying out of the transaction contemplated by this
Agreement. This Agreement may be terminated by either Purchaser or Seller if the
Closing does not occur on or before 5:00 PM P.D.T. June 27, 1997. Seller may not
terminate this Agreement pursuant to the preceding sentence if the Closing has
not occurred by reason of the failure of Seller or any Partner to have performed
his or its obligations hereunder; and Purchaser may not terminate this Agreement
pursuant to the preceding sentence if the Closing does not occur by reason of
Purchaser's failure to perform its obligations hereunder; provided, further,
that the outside date for

the Closing shall be extended during the period that a procedure to resolve a
dispute under this Agreement is pending as provided in Section 17.

22. Miscellaneous.

22.1. All notices and other communications provided for
hereunder shall be in writing, unless otherwise specified, and shall be deemed
to have been duly given if delivered personally or by facsimile transmission or
three (3) days after the date mailed, postage prepaid, registered or certified
mail, to the following addresses or at such other addresses as the parties
hereto may designate from time to time in writing:

If to the Seller: Hollywood Digital Limited Partnership
c/o Xxxxxxx, Xxxxx & Co.
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxx
FAX: (000) 000-0000

With a copy to: Xxxxxx, Hall & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
FAX: (000) 000-0000

If to the Partners: Xxxxxxx, Xxxxx & Co.
000 Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxx
FAX: (000) 000-0000

If to Phemus: Phemus Corporation
c/o Harvard Private Capital Group, Inc.
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
FAX: (000) 000-0000

with a copy to: Xxxxx Xxxx, Esq.
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000

If to Xxxxxxx: Xxxx Xxxxxxx
c/o Hollywood Digital
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
FAX: (000) 000-0000

with a copy to: Xxxxxxx Xxxx, Esq.
Irell & Xxxxxxx LLP
000 Xxxxx Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
FAX: (000) 000-0000

If to Romeo: Xxxxxxx Xxxxx
c/o Hollywood Digital
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
FAX: (000) 000-0000

If to Xxxxxxxx: Xxxxx Xxxxxxxx
c/o Hollywood Digital
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
FAX: (000) 000-0000

If to Xxxxxxx: Xxxxxxx Xxxxxxx
c/o Hollywood Digital
0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
FAX: (000) 000-0000

If to the Purchaser: The Xxxx-XX Corporation
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx,
President and Chief Executive Officer
FAX: (000) 000-0000

With a copy to: Xxxxxxxxx Xxxxxxx Fields
Claman & Machtinger LLP
1900 Avenue of the Stars, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
FAX: (000) 000-0000

22.2. This Agreement shall be governed by and construed and
enforced in accordance with the laws of California. The section headings
contained herein are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.

22.3. This Agreement may be amended, modified, superseded or
cancelled only by a written instrument executed by all of the parties hereto.
The waiver by any party of any breach of any provision shall not be construed as
a waiver of any other provision by such party. Each party shall have the right
to waive fulfillment of a condition or covenant or compliance with a
representation or warranty of which it is the beneficiary, but, except as
provided in Section 8, such waiver may be made only by written instrument
executed by such party.

22.4. All understandings and agreements of the parties are
merged into this Agreement and the instruments and agreements specifically
referred to herein. This Agreement inures to the benefit of and shall be binding
on each of the parties hereto or any of them, their respective representatives
and successors; provided, however, this Agreement and the rights and obligations
hereunder shall not be assignable by any party.

22.5. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

22.6. In the event any provision of this Agreement is deemed
to be unenforceable, the remainder of this Agreement shall not be affected
thereby and each provision hereof shall be valid and enforced to the fullest
extent permitted by law.

22.7. All schedules to this Agreement whether attached hereto
or delivered prior to the Closing are hereby incorporated into and made a part
of this Agreement.

22.8. This Agreement, the Schedules attached hereto, and the
other agreements referred to herein constitute the entire agreement among the
parties hereto and supersede all prior agreements, representations, warranties,
statements, promises, information, arrangements and understandings, whether oral
or written, express or implied, with respect to the subject matter hereof. None
of the parties hereto shall be bound by or charged with any oral or prior
written agreements, representations, warranties, statements, promises,
information, arrangements or understandings not specifically set forth in this
Agreement and the other documents and instruments delivered concurrently
herewith or to be delivered on or before the Closing Date pursuant to this
Agreement. The parties hereto further acknowledge and agree that, in entering
into this Agreement and in delivering the schedules,

documents and instruments heretofore delivered or to be delivered on or before
the Closing Date, they have not in any way relied, and will not in any way rely,
upon any oral or prior written agreements, representations, warranties,
statements, promises, information, arrangements or understandings, express or
implied, not specifically set forth in this Agreement, or the other written
agreements referred to herein or delivered concurrently herewith, or in such
schedules, documents or instruments.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.

"Purchaser"

THE XXXX-XX CORPORATION

By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Its:
------------------------------

XXXX-XX HD, INC.

By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Its:
------------------------------

"Seller"

HOLLYWOOD DIGITAL LIMITED
PARTNERSHIP

By: HOLLYWOOD DIGITAL, INC., Its
General Partner

By: /s/ Xxxxx X. Xxxx
-------------------------
Its:
-------------------------

"Partners"

HOLLYWOOD DIGITAL, INC.

By: /s/ Xxxxx X. Xxxx
------------------------------
Its:
------------------------------

THE PALLADION LIMITED PARTNERSHIP

By: XXXXXXX, XXXXX AND XXXX, INC.,
Its general partner

By: /s/ Xxxxx X. Xxxx
-------------------------
Its:
-------------------------

HDZ DIGITAL LIMITED PARTNERSHIP

By: XXXXXXX, XXXXX AND XXXX LIMITED
PARTNERSHIP II

By: XXXXXXX, XXXXX AND XXXX,
INC., Its general partner

By: /s/ Xxxxx X. Xxxx
--------------------
Its:
--------------------

PHEMUS CORPORATION

By: /s/ Xxxxxxx Xxxxxx
------------------------------
Its:
------------------------------

By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Its:
------------------------------

/s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx

/s/ Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx

/s/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx Xxxxxxxx

/s/ Xxxxxxx Xxxxxxx
------------------------------
Xxxxxxx Xxxxxxx

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AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

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