Severance Compensation Agreement - NEUROLOGIX INC/DE - 3-29-2002 by NRGX-Agreements

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									EXHIBIT 10.15 EXECUTION COPY SEVERANCE COMPENSATION AGREEMENT SEVERANCE COMPENSATION AGREEMENT, effective as of September 19, 2001 by and between Change Technology Partners, Inc., a Delaware corporation (the "Company"), and William B. Avery (the "Executive"). WHEREAS, the Company and the Executive are parties to an employment agreement effective as of September 19, 2001 (the "Employment Agreement") providing for the employment of the Executive by the Company for a period and upon the other terms and conditions therein stated; and WHEREAS, the Company considers the maintenance of a sound and vital senior management to be essential to protecting and enhancing the interests of the Company and its shareholders; and WHEREAS, the Company considers the maintenance of a sound and vital senior management to be essential to protecting and enhancing the interests of the Company and its shareholders; and WHEREAS, the Company recognizes that, as is the case with many publicly owned corporations, the possibility of a change in control of the Company may arise and that such possibility, and the uncertainty and questions which it may raise among senior management, may result in the departure or distraction of senior management personnel to the detriment of the Company and its shareholders; and WHEREAS, accordingly, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's senior management to their assigned duties and long-range responsibilities without distraction in circumstances arising from the possibility of a change in control of the Company; and WHEREAS, the Company believes it important and in the best interests of the Company and its shareholders, should the Company face the possibility of a change in control, that the senior management of the Company be able to assess and advise the Board of Directors of the Company (the "Board of Directors") whether such a proposed change in control would be in the best interests of the Company and its shareholders and to take such other action regarding such a proposal as the Board of Directors might determine to be appropriate, without senior management being influenced by the uncertainties of their own employment situations; and WHEREAS, in order to induce the Executive to remain in the employ of the Company in the event of any actual or threatened change in control of the Company, the Company has determined to set forth the severance benefits which the Company will provide to the Executive under the circumstances set forth below.

2 NOW, THEREFORE, the parties hereto hereby agree as follows: 1. DEFINITIONS. (a) All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement. (b) "Change in Control" shall mean the occurrence of any of the following events: (i) any person, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or group of persons, within the meaning of Exchange Act Rule 13d-5, other than the Company or any of its subsidiaries, becomes a beneficial owner, directly or indirectly, of thirty percent (30%) or more in voting power or amount of the Company's then outstanding equity securities, without the approval of not less than two-thirds of the Board of Directors in existence prior to such ownership; (ii) individuals who constitute the Board of Directors on any day (the "Incumbent Board") cease for any reason other than their deaths or resignations to constitute at least a majority of the Board of Directors on the following day (which day shall be considered the day upon which occurs the Change in Control); PROVIDED that any individual becoming a director subsequent to -------- the date of this Agreement whose election or nomination for election by the Company's shareholders was approved by a vote of not less than three-quarters of the Incumbent Board or not less than two-thirds of the then incumbent Nominating Committee of the Board of Directors shall be for purposes of this subsection considered as though such person were a member of the Incumbent Board; (iii) the necessary majority of the Company's shareholders approve any reorganization (other than a mere change in identity, form or place of organization of the Company, however effected), merger or consolidation of the Company, or any other transaction with one or more business entities or persons as a result of which the stock of the Company is exchanged for or converted into cash or property or securities not issued by the Company, or as a result of which there is a change in ownership of existing equity securities of the Company or issuance of new equity securities of the Company (or the right or option to acquire such equity securities) which equals or exceeds thirty percent (30 %) in voting power or amount of the equity securities of the Company outstanding upon completion of such transaction, unless such reorganization, merger consolidation or other transaction shall have been affirmatively recommended to the Company's shareholders by not less than two-thirds of the Incumbent Board; (iv) the necessary majority of the Company's shareholders approve the sale of (or agreement to sell or grant of a right or option

3 to purchase as to) all or substantially all of these assets of the Company to any person or business entity, unless such sale or other transaction shall have been affirmatively recommended to the Company's shareholders by not less than two-thirds of the Board of Directors; (v) the dissolution or liquidation of the Company; (vi) the occurrence of any circumstance having the effect that a majority of the persons who were nominated for election as directors by the Board of Directors shall fail to become directors of the Company other than because of their death or withdrawal; (vii) a change in control of a nature that would be required to be reported in response to Item l(a) of the Current Report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Exchange Act, unless such change in control is approved by not less than two-thirds of the Incumbent Board; and (viii) such other events as the Board may designate. 2. TERMINATION OF EMPLOYMENT. If the Executive is an employee of the Company on the day before a Change in Control and the Executive's employment with the Company is terminated by the Company without "cause" within one year from the date of such Change in Control, the Company hereby agrees to provide to the Executive the following benefits: (a) a lump sum payment, payable in cash, cashier's check or by wire, within ten (10) business days from the date of such termination of employment equal to 1.5 times the Executive's average base salary, incentive compensation, bonus and any other amounts which may be included in the Executive's income as compensation from the Company) over the most recent five (5) years (or such lesser time as the Executive was employed by the Company as an employee) preceding the year in which occurred the Change in Control; (b) a lump sum payment, payable in cash, cashier's check or by wire, within ten (10) business days from the date of such termination of employment in an amount equal to any amounts forfeited, on account of such termination of employment, under any employee pension benefit plan, as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained or contributed to by the Company and participated in by the Executive at any time between the day before the Change in Control and the day of the Executive's termination of employment; (c) to the extent not otherwise payable to the Executive, continued coverage of the Executive and the Executive's beneficiaries for a period extending through the latter of the date the Executive commences any subsequent fulltime employment for pay and the date that is three (3) years after the Executive's termination of employment, under all employee welfare benefit plans, as defined in Section 3(1) of

4 ERISA, maintained or contributed to by the Company and covering the Executive at any time between the day before the Change in Control and the day of the Executive's termination of employment; such continuation coverage shall (i) be provided at the expense of the Company to the extent so provided prior to the termination of employment, (ii) as of the time the coverage is being provided be identical to the highest level of coverage provided under each such plan to the Executive and the Executive's beneficiaries at any time between the day before the Change in Control and the day of the Executive's termination of employment, and (iii) not be conditioned upon, or discriminate on the basis or lack of, evidence of insurability; and (d) all benefits provided for by the Employment Agreement under such circumstances, reduced by all benefits provided pursuant to (a) through (c) above. 3. NO OBLIGATION TO MITIGATE DAMAGES; NO EFFECT ON OTHER CONTRACTUAL RIGHTS. (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the date of termination of his employment with the Company or otherwise. (b) Except as expressly provided in Section 2(d), the provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, supersede, affect or in any way diminish the Executive's existing rights, or rights which would accrue solely as a result of the passage of time, under any applicable law or any pension benefit or welfare benefit plan, employment agreement or other contract, plan or arrangement. 4. LIMITATION ON BENEFITS; ATTORNEY'S FEES; INTEREST. (a) Notwithstanding any provisions to the contrary in this Agreement, if any part of the payments provided for under Section 2 of this Agreement (the "Agreement Payments") would if paid constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then the Agreement Payments shall be payable to the Executive only if (i) the sum of the value of the Agreement Payments and of the value of all other payments to or for the benefit of the Executive that constitute "parachute payments" less the amount of any excise taxes payable under Code Section 4999, and any similar or comparable taxes in connection with such sum, is greater than (ii) the greatest value of payments in the nature of compensation contingent upon a change in control that could be paid at such time to or for the benefit of the Executive and not constitute a "parachute payment" (the Alternative Payment"); otherwise, only the Alternative Payments shall be payable to the Executive. For purposes of this Section 4(a), the value of payments shall be determined in accordance with Code Section 280G(d)(4) and any regulations issued thereunder.

5 (b) The determination of the operation of Section 4(a) and of any reduction in benefits necessary thereunder shall be made by the Executive upon reasonable advice of the Executive's counselor accountant, except that, should the Internal Revenue Service ever determine to the Executive's satisfaction that any of the payments provided under this Agreement constitute a "parachute payment," the Executive shall repay to the Company an amount sufficient at that time to prevent any of such payments from constituting a "parachute payment". In any case in which the level of benefits provided for under this Agreement is reduced or not provided to the Executive on account of the operation of Section 4(a), the Executive may select those benefits which are to be reduced or not provided. (c) If the Company shall fail to pay or provide at any time any benefits under this Agreement or under any benefit plan, agreement or arrangement established, agreed to or contracted for by the Company for the benefit of or with the Executive, the Executive shall be entitled to consult with independent counsel, and the Company shall pay the reasonable fees and expenses of such counsel for the Executive in advising him in connection therewith or in bringing any proceedings, or in defending any proceedings, involving the Executive's rights under this Agreement, such right to reimbursement to be immediate upon the presentment by the Executive of written billings of such reasonable fees and expenses. The Executive shall be entitled to interest at the "prime rate" established from time to time by the Bank of New York for any payments of such expenses, or any other payments following the Executive's termination of employment) that are overdue. (d) The Company shall have the right to withhold from all payments due hereunder all income and excise taxes required to be withheld by applicable law and regulations. 5. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State Connecticut. 6. MISCELLANEOUS. (a) If any rights pursuant to Section 2 above have accrued to the Executive prior to the Executive's death or judicial determination of the Executive's incompetence, but have not been fully satisfied hereunder at the time of such event, such rights shall survive and shall inure to the benefit of the Executive's heirs, beneficiaries and legal representative. Otherwise, this Agreement shall terminate upon the Executive's death or judicial determination of the Executive's incompetence. (b) Nothing herein (other than as provided in Section 2(d)) shall be deemed to affect or alter the Executive's current employment status and the status of the Employment Agreement. (c) In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining

6 provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 7. NOTICE. All notices or communications hereunder shall be given in accordance with the requirements for notices contained in the Employment Agreement. 8. AMENDMENT; TERMINATION; WAIVER. No provisions of this Agreement may be amended, modified or waived and this Agreement may not be terminated unless such is authorized by a majority of the Board of Directors and agreed to in writing by the Executive; PROVIDED that if the Term, as such may be extended, expires, this Agreement shall simultaneously be terminated. No waiver by either party hereto of any breach by the other party hereto of any condition or any provision of this Agreement to be performed by such other party shall be deemed a waiver of a subsequent breach of such condition or provision or waiver of a similar or dissimilar condition or provision at the same time or any subsequent time. 9. SUCCESSORS. (a) Except as otherwise provided herein, the Company's rights, duties and obligations under this Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, including, without limitation, any business entity or business entities acquiring directly or indirectly all or substantially all of the assets or shares of stock whether by merger, consolidation, sale or otherwise -and such successor shall thereafter be deemed the "Company" for all purposes of this Agreement - but such rights, duties and obligations shall not otherwise be assignable by the Company. (b) Within thirty (30) days following a Change in Control, the Company (including any successor of the Company) shall in writing affirm to the Executive its obligations under this Agreement, and any failure by the Company to so affirm this Agreement shall, for purposes of this Agreement only, be considered a termination of employment without "cause". [Remainder of page intentionally left blank]

7 IN WITNESS WHEREOF, the Company has caused this Severance Compensation Agreement to be executed by its duly authorized officer, and the Executive has signed and delivered this Agreement as of the date abovewritten . CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ William E. Lipner --------------------------------------Name: William E. Lipner Title: Compensation Committee Chairman

/s/ William B. Avery --------------------------------------William B. Avery

EXHIBIT 10.16 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated November 30, 2001 (this "Agreement"), among NetPro Holdings, Inc., a Delaware corporation (the "Company"), Change Technology Partners, Inc., a Delaware corporation ("Change") and Adelson Investors LLC ("Adelson", and together with Change, the "Purchasers"). WHEREAS, upon the terms and conditions set forth in this Agreement, the Company proposes to issue and sell to each Purchaser the number of shares, par value $.001 per share, of Series A-1 Convertible Redeemable Participating Preferred Stock of the Company (the "Preferred Stock") set forth opposite such Purchaser's name on Schedule 2.1 hereto, for the consideration set forth opposite such Purchaser's name on Schedule 2.1 hereto and WHEREAS, each share of Preferred Stock is convertible (subject to adjustment) into one share, par value $.001 per share, of common stock of the Company (the "Common Stock"). NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 DEFINITIONS. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "ADELSON" has the meaning set forth in the preamble to this Agreement. "AFFILIATE" shall mean any Person who is an "affiliate" as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, the partners or members of a partnership or limited liability company, as the case may be, shall be deemed to be Affiliates of such partnership or limited liability company. "AGREEMENT" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AMENDED AND RESTATED CERTIFICATE OF INCORPORATION" means the Amended and Restated Certificate of Incorporation with respect to the Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State

of Delaware on or before the Closing Date substantially in the form attached hereto as EXHIBIT B in accordance with the terms of the Stockholders Agreement. "BOARD OF DIRECTORS" means the Board of Directors of the Company. "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of California are authorized or required by law or executive order to close. "BY-LAWS" means the by-laws of the Company in effect on the Closing Date substantially in the form attached hereto as EXHIBIT A, as the same may be amended from time to time in accordance with the terms of the Stockholders Agreement. "CHANGE" has the meaning set forth in the preamble to this Agreement. "CLOSING" has the meaning set forth in Section 2.4 of this Agreement. "CLOSING DATE" has the meaning set forth in Section 2.4 of this Agreement. "CODE" means the Internal Revenue Code of 1986, as amended, or any successor statute thereto. "COMMISSION" means the United States Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act. "COMMON STOCK" means the Common Stock of the Company, par value $.001 per share. "COMPANY" has the meaning set forth in the preamble to this Agreement. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. "GAAP" means United States generally accepted accounting principles in effect from time to time. "GOVERNMENTAL AUTHORITY" means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or 2

controlled, through stock or capital ownership or otherwise, by any of the foregoing. "KNOWLEDGE" means the knowledge of its officers after due inquiry. "LIEN" means any mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or preference, priority, right or other security interest or preferential arrangement of any kind or nature whatsoever (excluding preferred stock and equity related preferences). "ORDERS" has the meaning set forth in Section 3.2 of this Agreement. "PERSON" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "PREFERRED STOCK" has the meaning set forth in the recitals to this Agreement. "PURCHASED SHARES" has the meaning set forth in Section 2.1 of this Agreement. "PURCHASERS" has the meaning set forth in the preamble to this Agreement. "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement substantially in the form attached hereto as EXHIBIT C. "REQUIREMENTS OF LAW" means, as to any Person, any law, statute, treaty, rule, regulation, right, privilege, qualification, license or franchise or determination of an arbitrator or a court or other Governmental Authority or stock exchange, in each case applicable or binding upon such Person or any of its property or to which such Person or any of its property is subject or pertaining to any or all of the transactions contemplated or referred to herein. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. "STOCK EQUIVALENTS" means any security or obligation which is by its terms convertible into or exchangeable for shares of Common Stock or other capital stock or securities of the Company, and any option, warrant or other subscription or purchase right with respect to Common Stock or such other capital stock or securities. 3

"STOCK OPTION PLAN" means the 2001 Stock Option Plan of the Company pursuant to which up to 12,000,000 shares of restricted stock and options to purchase shares of Common Stock are reserved and available for grant to officers, directors, employees and consultants of the Company. "STOCKHOLDERS AGREEMENT" means the Stockholders Agreement substantially in the form attached hereto as EXHIBIT D. "TAXES" has the meaning set forth in Section 3.12 of this Agreement. "TRANSACTION DOCUMENTS" means, collectively, this Agreement, the Stockholders Agreement and the Registration Rights Agreement. ARTICLE II PURCHASE AND SALE OF PREFERRED STOCK 2.1 PURCHASE AND SALE OF PREFERRED STOCK. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, on the Closing Date the number of shares of Preferred Stock set forth opposite such Purchaser's name on SCHEDULE 2.1 hereto, for the considerations set forth opposite such Purchaser's name on SCHEDULE 2.1 hereto (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Purchased Shares"). 2.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Purchased Shares shall have the preferences and rights set forth in the Amended and Restated Certificate of Incorporation. 2.3 USE OF PROCEEDS. The Company shall use the proceeds from the sale of the Purchased Shares to the Purchasers to fund the Company's working capital. 2.4 CLOSING. The closing of the sale and purchase of the Purchased Shares (the "Closing") shall take place at the offices of Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro, LLC, on the date hereof (the "Closing Date"). On the Closing Date, or as soon as such certificates are available, the Company shall deliver to each of the Purchasers a certificate or certificates in definitive form and registered in the name of each such Purchaser, representing its Purchased Shares against delivery by each of the Purchasers to the Company of the aggregate purchase price therefor by assignment of notes. 4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to each of the Purchasers as follows: 3.1 CORPORATE EXISTENCE AND POWER. The Company (a) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) has all requisite power and authority to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently, or is proposed to be, engaged; (c) is duly qualified as a foreign corporation, licensed and in good standing under the laws of each jurisdiction in which its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents. No jurisdiction, other than those referred to in clause (c) above, has claimed, in writing or otherwise, that the Company is required to qualify as a foreign corporation or other entity therein, and the Company does not file any franchise, income or other tax returns in any other jurisdiction based upon the ownership or use of property therein or the derivation of income therefrom. The Company does not own or lease property in any jurisdiction other than its jurisdiction of incorporation and the jurisdictions referred to in clause (c) above. 3.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents and the transactions contemplated hereby and thereby (a) have been duly authorized by all necessary corporate action of the Company; (b) do not contravene the terms of the Restated Certificate of Incorporation or the By-laws; (c) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Lien under, any Contractual Obligation of the Company or any Requirement of Law applicable to the Company; and (d) do not violate any judgment, injunction, writ, award, decree or order of any nature (collectively, "Orders") of any Governmental Authority against, or binding upon, the Company. 3.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. Assuming the accuracy of the Purchasers' representations and warranties in Section 4.3, no approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under a Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the sale, issuance and delivery of the Purchased Shares) by, or enforcement against, the Company of this Agreement and the other Transaction Documents or the transactions contemplated hereby and thereby. 5

3.4 BINDING EFFECT. This Agreement and each of the other Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 3.5 CAPITALIZATION. (a) On the Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company shall consist of (i) 60,357,096 shares of Common Stock, of which one share is issued and outstanding, (ii) 36,466,007 shares of Series A-1 Preferred Stock, of which 36,466,007 shares are issued and outstanding and (iii) 11,891,089 shares of Series B-1 Convertible Redeemable Participating Preferred Stock ("Series B-1 Preferred Stock"), none of which shares are issued and outstanding. SCHEDULE A) sets forth, as of the Closing Date, a true and complete list of (x) the stockholders of the Company (including any trust or escrow agent arrangement created in connection with any employee stock option plan) and, opposite the name of each stockholder, the amount of all outstanding capital stock and Stock Equivalents owned by such stockholder and (y) the holders of Stock Equivalents and, opposite the name of each such holder, the amount of all Stock Equivalents owned by such holder. As of the date of this Agreement, the aggregate number of shares of restricted stock and options to purchase shares of Common Stock which may be issued under the Stock Option Plan is 12,000,000, of which the Company has agreed to granted 11,098,350. The Company has reserved an aggregate of 36,466,007 shares of Common Stock for issuance upon conversion of the Purchased Shares. SCHEDULE B sets forth the equivalent of the information set forth on SCHEDULE A, assuming the issuance and sale by the Company of up to 11,891,089 shares of Series B-1 Preferred Stock, at a purchase price per share of $.1265. Except as set forth on SCHEDULE A, there are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of the Company's capital stock, (ii) any Stock Equivalents or (iii) other securities of the Company and there are no commitments, contracts, agreements, arrangements or understandings by the Company to issue any shares of the Company's capital stock or any Stock Equivalents or other securities of the Company. The Purchased Shares are duly authorized, and when issued and sold to the Purchasers after payment therefor, will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable federal, state and foreign securities laws and will be free and clear of all other Liens (other than those imposed by the Stockholders Agreement. The shares of Common Stock issuable upon conversion of the Purchased Shares have been duly reserved for 6

issuance upon conversion of the Preferred Stock and, when issued in compliance with the provisions of the Restated Certificate of Incorporation, will be validly issued, fully paid and non-assessable and not subject to any preemptive rights or similar rights that have not been satisfied and will be free and clear of all other Liens (other than those imposed by the Stockholders Agreement). All of the issued and outstanding shares of Common Stock and Preferred Stock are all duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with the registration and qualification requirements of all applicable federal, state and foreign securities laws. (b) The Company does not directly or indirectly own or have any investment in any of the capital stock of, or any other proprietary interest in, any Person. 3.6 BROKER'S, FINDER'S OR SIMILAR FEES. There are no brokerage commissions, finder's fees or similar fees or commissions payable by the Company in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with the Company or any action taken by any such Person. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each of the Purchasers hereby represents and warrants, severally and not jointly, to the Company as follows: 4.1 EXISTENCE AND POWER. Such Purchaser (a) in the case of an entity, (i) is a limited partnership, corporation, partnership or limited liability company duly organized and validly existing under the laws of the jurisdiction of its formation and (ii) has the requisite partnership, corporate or limited liability company, as the case may be, power and authority to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party and (b) in the case of an individual, has the legal capacity to execute, deliver and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party. 4.2 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by such Purchaser of this Agreement and each of the other Transaction Documents to which it is a party and the transactions contemplated hereby and thereby, (a) in the case of an entity, (i) have been duly authorized by all necessary partnership, corporate or limited liability company, as the case may be, action, and (ii) do not contravene the terms of such Purchaser's organizational documents, or any amendment thereof, and (b) (i) do not violate, conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation of such Purchaser or any Requirement of Law applicable 7

to such Purchaser and (ii) do not violate any Orders of any Governmental Authority against, or binding upon, such Purchaser. 4.3 GOVERNMENTAL AUTHORIZATION; THIRD PARTY CONSENTS. No approval, consent, compliance, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person, and no lapse of a waiting period under any Requirement of Law, is necessary or required in connection with the execution, delivery or performance (including, without limitation, the purchase of the Purchased Shares) by, or enforcement against, such Purchaser of this Agreement and each of the other Transaction Documents to which it is a party or the transactions contemplated hereby and thereby. 4.4 BINDING EFFECT. This Agreement and each of the other Transaction Documents to which it is a party have been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligations of such Purchaser, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). 4.5 PURCHASE FOR OWN ACCOUNT. The Purchased Shares to be acquired by such Purchaser pursuant to this Agreement are being or will be acquired for its own account and with no intention of distributing or reselling such Purchased Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, or any state, without prejudice, however, to the rights of such Purchaser at all times to sell or otherwise dispose of all or any part of such Purchased Shares under an effective registration statement under the Securities Act, or under an exemption from such registration available under the Securities Act, and subject, nevertheless, to the disposition of such Purchaser's property being at all times within its control. If such Purchaser should in the future decide to dispose of any of such Purchased Shares, such Purchaser understands and agrees that it may do so only in compliance with the Securities Act and applicable state securities laws, as then in effect. Such Purchaser agrees to the imprinting, so long as required by law, of a legend on certificates representing all of its Purchased Shares and shares of Common Stock issuable upon conversion of its Purchased Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR 8

PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A "TRANSFER") AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT, DATED NOVEMBER 30, 2001, AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY'S PRINCIPAL OFFICE. THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. 4.6 RESTRICTED SECURITIES. Such Purchaser understands that the Purchased Shares will not be registered at the time of their issuance under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(2) of the Securities Act and that the reliance of the Company on such exemption is predicated in part on such Purchaser's representations set forth herein. 4.7 BROKER'S, FINDER'S OR SIMILAR FEES. There are no brokerage commissions, finder's fees or similar fees or commissions payable by such Purchaser in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding with such Purchaser or any action taken by such Purchaser. 4.8 ACCREDITED INVESTOR. Such Purchaser is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect. 4.9 INVESTMENT REPRESENTATION. Solely for establishing that the sale of Purchased Shares to such Purchaser is exempt from the registration requirements of Section 5 of the Securities Act and comparable provisions of state blue-sky laws and not in any way to mitigate the responsibility or liability of the Company for any breach of the representations and warranties made by it in this Agreement, on which such Purchaser is relying in full in connection with its decision to invest in the Company: (a) No regulator has made any finding or determination relating to the fairness of the investment in the Purchased Shares, and no regulator has or will recommend or endorse the Purchased Shares. 9

(b) By reason of his business or financial experience, such Purchaser is capable of evaluating the merits and risks of this investment and of protecting his own interests in connection with this investment. (c) During the course of this transaction and before acquiring the Purchased Shares, such Purchaser has been provided with such financial and other written information about Company that such Purchaser deemed was necessary. (d) Such Purchaser has been given the opportunity by Company to obtain any information and to ask any questions concerning Company, the Purchased Shares and the investment that was felt necessary; and to the extent necessary, such Purchaser availed himself of that opportunity and received satisfactory information and answers. (e) In reaching the decision to invest in the Purchased Shares, such Purchaser have carefully evaluated its financial resources and investment position and the risks associated with this investment; and such Purchaser acknowledges that it is able to bear the economic risks of this investment. ARTICLE V CONDITIONS TO THE OBLIGATION OF THE PURCHASERS TO CLOSE The obligation of the Purchasers to purchase the Purchased Shares to pay the purchase price therefor at the Closing and to perform any obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, Purchasers of the following conditions on or before the Closing Date. 5.1 FILING OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. The Amended and Restated Certificate of Incorporation shall have been duly filed by the Company with the Secretary of State of the State of Delaware in accordance with the General Corporation Law of the State of Delaware, and the Purchasers shall have received evidence of such filing in form and substance reasonably satisfactory to Purchasers. 5.2 STOCKHOLDERS AGREEMENT. The Company and each of the Purchasers shall have duly executed and delivered the Stockholders Agreement. 5.3 REGISTRATION RIGHTS AGREEMENT. The Company and each of the Purchasers shall have duly executed and delivered the Registration Rights Agreement. 5.4 SECRETARY'S CERTIFICATE. The Purchasers shall have received a certificate from the company, dated the Closing Date and signed by the 10

Secretary of the Company, clarifying (a) that the Company is in good standing with the Secretary of State of Delaware and (b) that the attached copies of the Amended and Restated Certificate of Incorporation, the ByLaws and resolutions of the Board of Directors approving this Agreement and each of the other Transaction Documents and the transactions contemplated hereby and thereby, are all true, complete and correct and remain unamended and in full force and effect. ARTICLE VI CONDITIONS TO THE OBLIGATION OF THE COMPANY TO CLOSE The obligation of the Company to issue and sell the Purchased Shares and the obligation of the Company to perform its other obligations hereunder shall be subject to the satisfaction as determined by, or waiver by, the Company of the following conditions on or before the Closing Date: 6.1 PAYMENT OF PURCHASE PRICE. Each Purchaser shall be prepared to pay the aggregate purchase price for the Purchased Shares to be purchased by such Purchaser. 6.2 STOCKHOLDERS AGREEMENT. Each Purchaser shall have duly executed and delivered the Stockholders Agreement. 6.3 REGISTRATION RIGHTS AGREEMENT. Each Purchaser shall have duly executed and delivered the Registration Rights Agreement. ARTICLE VII AFFIRMATIVE COVENANTS The Company hereby covenants and agrees with the Purchasers as follows: 7.1 RESERVATION OF COMMON STOCK. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issue or delivery upon conversion of the Purchased Shares, as provided in the Restated Certificate of Incorporation, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion. Such shares of Common Stock are duly authorized and, when issued or delivered in accordance with the Restated Certificate of Incorporation, shall be validly issued, fully paid and non-assessable. The Company shall issue such shares of Common Stock, in accordance with the terms of the Restated Certificate of Incorporation, and otherwise comply with the terms hereof and thereof. 7.2 BOOKS AND RECORDS. The Company shall keep proper books of record and account, in which full and correct entries shall be made of all 11

financial transactions and the assets and business of the Company in accordance with GAAP consistently applied. FINANCIAL STATEMENTS AND OTHER INFORMATION. The Company shall deliver to each Purchaser, in form and substance satisfactory to Purchasers: (a) as soon as available, but not later than thirty (30) days after the Closing Date, an unaudited financial statement of the Company (balance sheet and statement of operations) as of the Closing Date, taking into account the transactions contemplated by this Agreement. (b) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited balance sheet of the Company as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail and accompanied by a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accounting firm which report shall state without qualification that such financial statements present fairly the financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis; (c) commencing with the six months ended June 30, 2002 as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited balance sheet of the Company, and the related statements of operations and cash flows for such quarter and for the period commencing on the first day of the fiscal year and ending on the last day of such quarter, all certified by an appropriate officer of the Company as presenting fairly the financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments and the absence of footnotes required by GAAP; (d) if requested by any of the Purchasers, as promptly as practicable, but not later than five (5) days after the end of each fiscal year of the Company, a certificate signed by the Chief Executive Officer of the Company in customary form certifying that the Company is not a "foreign person" within the meaning of Section 1445 of the Code. ARTICLE VIII MISCELLANEOUS 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement until the date that is ninety (90) days after the receipt 12

by the Purchasers of audited financial statements of the Company for the fiscal year ending December 31, 2002 (or, if such fiscal year changes and no such audited consolidated financial statements are available, then the successor fiscal year), except for (a) Sections 3.1, 3.2, 3.4 and 3.5, which representations and warranties shall survive until the third anniversary of the Closing Date. 8.2 NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: if to the Company: NetPro Holdings, Inc. 10900 Wilshire Blvd., Suite 950 Los Angeles, CA 90024 Telecopy: (310) 209-6160 Attention: Chief Executive Officer: with a copy to: Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro 2121 Avenue of the Stars, 19th Floor Los Angeles, CA 90067 Attention: Jeffrey C. Soza, Esq. if to Change: Change Technology Partners, Inc. 537 Steamboat Road Greenwich, CT 06830 Telecopy: 203 661-1331 with a copy to: Paul, Weiss, Rifkin, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Telecopy: 212 757-3990 Attention: James M. Dubin, Esq. 13

if to Adelson: Adelson Investors, LLC 10900 Wilshire Blvd., Suite 950 Los Angeles, CA 90024 Telecopy: (310) 209-6160 Attention: Paul Nadel with a copy to: Christensen, Miller, Fink, Jacobs, Glaser, Weil & Shapiro 2121 Avenue of the Stars, 18th Floor Los Angeles, CA 90064 Telecopy: (310) 556-2920 Attention: Jeffrey C. Soza, Esq. All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five (5) Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied. 8.3 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARIES. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws and the terms and conditions thereof, the Purchasers may assign any of their rights under this Agreement or the other Transaction Documents to any of their respective Affiliates. The Company may not assign any of its rights under this Agreement without the written consent of the Purchasers. No Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement. 8.4 AMENDMENT AND WAIVER. (a) No failure or delay on the part of the Company or the Purchasers in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Purchasers at law, in equity or otherwise. (b) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or the Purchasers from the terms of any provision of this Agreement, shall be effective (i) only if it is made 14

or given in writing and signed by the Company and the Purchasers, and (ii) only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. 8.5 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 8.6 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 8.7 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 8.8 SEVERABILITY. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. 8.9 RULES OF CONSTRUCTION. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 8.10 ENTIRE AGREEMENT. This Agreement, together with the exhibits and schedules hereto, the other Transaction Documents, the Assignment of Convertible Secured Note, dated as of the date hereof, between the Company and Change, and the Assignment of Convertible Note, dated as of the date hereof, between Company and Adelson are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred to herein or therein. This Agreement, together with the exhibits and schedules hereto, and the other Transaction Documents supersede all prior agreements and understandings between the parties with respect to such subject matter. 8.12 PUBLICITY; CONFIDENTIALITY. Except as may be required by applicable Requirements of Law, none of the parties hereto shall issue a publicity 15

release or public announcement or otherwise make any disclosure concerning this Agreement, the transactions contemplated hereby, the Purchasers or the business, technology and financial affairs of the Company, without prior approval by the other parties hereto; PROVIDED, HOWEVER, that nothing in this Agreement shall restrict any of the Purchasers from disclosing information (a) that is already publicly available, (b) that was known to such Purchaser on a non-confidential basis prior to its disclosure by the Company, (c) that may be required or appropriate in response to any summons or subpoena or in connection with any litigation, PROVIDED that such Purchaser will use reasonable efforts to notify the Company in advance of such disclosure so as to permit the Company to seek a protective order or otherwise contest such disclosure, and such Purchaser will use reasonable efforts to cooperate, at the expense of the Company, with the Company in pursuing any such protective order, (d) to the extent that such Purchaser reasonably believes it appropriate in order to protect its investment in the Purchased Shares in order to comply with any Requirement of Law, (e) to such Purchaser's or the Company's officers, directors, shareholders, advisors, employees, members, partners, controlling persons, auditors or counsel or (f) to Persons from whom releases, consents or approvals are required, or to whom notice is required to be provided, pursuant to the transactions contemplated by the Transaction Document. If any announcement is required by law or the rules of any securities exchange or market on which shares of Common Stock are traded to be made by any party hereto, prior to making such announcement such party will deliver a draft of such announcement to the other parties and shall give the other parties reasonable opportunity to comment thereon. 8.13 FURTHER ASSURANCES. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. 16

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Stock Purchase Agreement on the date first written above. NETPRO HOLDINGS, INC.
By: /s/ Paul Nadel ----------------------------------------------Name: Paul Nadel Title: President

CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ William Avery ----------------------------------------------Name: William Avery Title: President and Chief Executive Officer

ADELSON INVESTORS, LLC
By: /s/ Paul Nadel ----------------------------------------------Name: Paul Nadel Title: President

17

SCHEDULE 2.1 PURCHASED SHARES AND CONSIDERATION
-------------------------------------------------------------------------------PURCHASER PURCHASED SHARES CONSIDERATION -------------------------------------------------------------------------------Change Technology Partners, Inc. 13,674,753 A Convertible Secured Note dated August 16, 2001, issued by Broadstream, Inc., bearing a face value of $600,000.

-------------------------------------------------------------------------------Adelson Investors, LLC 22,791,254 A Convertible Secured Note dated August 16, 2001, issued by Broadstream, Inc., bearing a face value of $1,000,000.

-------------------------------------------------------------------------------Total: 36,466,007

18

SCHEDULE A Capitalization Assuming $1,500,000 of Series B-1 Preferred Stock is Sold
STOCKHOLDER COMMON -----Option Plan Anthony Bay Adelson Investors SHARES PERCENTAGE

9,183,4511 1,914,8992 1 ----------------11,098,351

15.45% 3.22% 0% ---------18.67%

SERIES A
Adelson Investors Change 22,791,254 13,674,753 ---------36,466,007 38.33% 23.00% -----61.33%

SERIES B
Investors 11,891,089 20.00%

Total ------------------------

59,455,446

100.00%

1 Subject to the exercise of the underlying options. 2 Subject to the exercise of the underlying options. 19

EXHIBIT A BYLAWS OF NETPRO HOLDINGS, INC. 20

EXHIBIT B AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 21

EXHIBIT C REGISTRATION RIGHTS AGREEMENT 22

EXHIBIT 10.24 STOCK PURCHASE AGREEMENT BETWEEN CHANGE TECHNOLOGY PARTNERS, INC. AND FRANKLIN CAPITAL CORPORATION

Dated as of December 4, 2001

TABLE OF CONTENTS ----------------SECTION ------Article I 1.1 Article II 2.1 2.2 Article III 3.1 3.2 Article IV 4.1 4.2 Article V 5.1 Article VI 6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 PAGE ---SALE AND PURCHASE OF SHARES..............................1 Sale and Purchase of Shares..................................1 PURCHASE PRICE AND PAYMENT...............................2 Amount of Purchase Price.....................................2 Payment of Purchase Price....................................2 REPRESENTATION AND WARRANTY OF THE SELLER................2 Ownership and Transfer of Shares.............................2 Binding Agreement............................................2 REPRESENTATIONS AND WARRANTIES OF PURCHASER..............2 Investment Intention.........................................2 Binding Agreement............................................3 INDEMNIFICATION..........................................3 Indemnification by the Seller................................3 MISCELLANEOUS............................................4 Certain Definitions..........................................4 Survival of Representations and Warranties...................4 Expenses.....................................................4 Notices......................................................5 Further Assurances...........................................6 Governing Law................................................6 Table of Contents and Headings...............................6 Severability.................................................6 Binding Effect; Assignment...................................6

i

STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of December 4, 2001 (the "Agreement"), by and between CHANGE TECHNOLOGY PARTNERS, INC., a Delaware corporation (the "PURCHASER"), and FRANKLIN CAPITAL CORPORATION, a Delaware corporation (the "SELLER"). W I T N E S S E T H: WHEREAS, the Seller and the Purchaser have agreed to enter into that certain Agreement And Plan Of Merger to be entered into as of December 4, 2001, (the "MERGER Agreement"); and WHEREAS, the respective Boards of Directors of the Seller and the Purchaser have each approved the transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein; WHEREAS, the Seller owns an aggregate of 2,500,000 shares of common stock, $0.01 par value (the "Common Stock"), of Excelsior Radio Networks, Inc., a Delaware corporation (the "COMPANY"); and WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 250,000 shares of Common Stock (the "Shares") for the purchase price and upon the terms and conditions hereinafter set forth; and WHEREAS, certain terms used in this Agreement are defined in Section 6.1; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows: ARTICLE I SALE AND PURCHASE OF SHARES 1.1 SALE AND PURCHASE OF SHARES. Upon the terms and subject to the conditions contained herein, on the date hereof the Seller hereby sells, assigns, transfers, conveys and delivers to the Purchaser, and the Purchaser hereby purchases from the Seller, the Shares.

ARTICLE II PURCHASE PRICE AND PAYMENT 2.1 AMOUNT OF PURCHASE PRICE. The purchase price for the Shares is an amount equal to $250,000 (the "PURCHASE PRICE"). 2.2 PAYMENT OF PURCHASE PRICE. The Purchaser shall pay the Purchase Price to the Seller, which shall be paid by the delivery to Seller of a certified or bank cashier's check in New York Clearing House Funds, payable to the order of Seller or, at the Seller`s option, by wire transfer of immediately available funds into an account designated by the Seller. 2.3 REPURCHASE. If the Merger Agreement is terminated by the Purchaser or the Seller pursuant to the provisions thereof, then, not later than 60 days following such termination, the Seller shall be required to repurchase the Shares from the Purchaser, and the Purchaser shall be obligated to sell the Shares to the Seller, for an amount (the "Repurchase Price") equal to $250,000, plus interest thereon at an annual rate of 10% from the date of this Agreement to the date of such repurchase. The Repurchase Price shall be paid by the delivery to Purchaser of a certified or bank cashier's check in New York Clearing House Funds, payable to the order of Purchaser or, at the Purchaser`s option, by wire transfer of immediately available funds into an account designated by the Purchaser. In connection with such Repurchase transaction, the Purchaser shall be required to represent and warrant to the Seller only that it is the record and beneficial owner of the Shares, free and clear of any and all Liens and that it has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Seller good and marketable title to such Shares, free and clear of any and all Liens. ARTICLE III REPRESENTATION AND WARRANTY OF THE SELLER The Seller hereby represents and warrants to the Purchaser that: 3.1 OWNERSHIP AND TRANSFER OF SHARES. The Seller is the record and beneficial owner of the Shares, free and clear of any and all Liens. The Seller has the corporate power and authority to sell, transfer, assign and deliver such Shares as provided in this Agreement, and such delivery will convey to the Purchaser good and marketable title to such Shares, free and clear of any and all Liens. 3.2 BINDING AGREEMENT. This Agreement has been duly and validly authorized, executed and delivered by the Seller and is a valid and binding agreement of the Seller enforceable against it in accordance with its terms, subject to applicable 2

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. 3.3 ORGANIZATION. Each of the Seller and the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. 3.4 NO BREACH. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions contemplated hereby do not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the Certificate of Incorporation or by-laws of the Seller or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Seller of the Shares; or (c) conflict with or result in a material breach or termination of, or constitute a material default under, any indenture, mortgage, deed of trust or other instrument or agreement to which the Seller is a party or by which any of the Shares being sold hereunder is or may be bound. 3.5 CAPITALIZATION. The Company is authorized to issue 10,000,000 shares of Common Stock, of which as of the date of this Agreement 2,500,000 shares are issued and outstanding, and 100,000 shares of preferred stock, 15,000 of which are outstanding on the date of this Agreement. All issued and outstanding shares of Common Stock and Preferred Stock, have been duly authorized and are validly issued, fully paid and nonassessable. Other than the 15,000 shares of preferred stock and 611,614 warrants to purchase Common Stock, there are no outstanding or authorized options, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that would require the Company to issue, sell, or otherwise cause to become outstanding any of its capital stock. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER The Purchaser hereby represents and warrants to the Seller that: 4.1 INVESTMENT INTENTION. (a) The Purchaser is acquiring the Shares for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act of 1933, as amended (the "SECURITIES ACT") thereof. The Purchaser understands that the Shares have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. (b) The Purchaser is (i) an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act, (ii) experienced in making 3

investments of the kind contemplated by this Agreement, (iii) capable, by reason of its business and financial experience, of evaluating the relative merits and risks of an investment in the Shares, and (iv) able to afford the loss of is investment in the Shares. (c) The Purchaser understands that the Shares are being offered and sold by Seller in reliance on an exemption from the registration requirements of the Securities Act and equivalent state securities and "blue sky" laws, and that the Seller is relying upon the accuracy of, and Buyer's compliance with, Buyer's representations, warranties and covenants set forth in this Agreement to determine the availability of such exemption and the eligibility of Buyer to purchase the Shares; (d) The Purchaser acknowledges that in making its decision to purchase the Shares it has been given an opportunity to ask questions of and to receive answers from the Company's executive officers, directors and management personnel concerning the terms and conditions of the private placement of the Shares by the Company. (e) The Purchaser understands that the Shares have not been approved or disapproved by the Commission or any state securities commission and that the foregoing authorities have not reviewed any documents or instruments in connection with the offer and sale to it of the Shares and have not confirmed or determined the adequacy or accuracy of any such documents of instruments. 4.2 BINDING AGREEMENT. This Agreement has been duly and validly authorized, executed and delivered by the Purchaser and is a valid and binding agreement of the Purchaser enforceable against it in accordance with is terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally. 4.3 ORGANIZATION. The Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted. 4.4 NO BREACH. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby do not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Purchaser; (b) violate the Certificate of Incorporation or by-laws of the Purchaser or any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Purchaser of the Shares; or (c) conflict with or result in a material breach or termination of, or constitute a material default under, any indenture, mortgage, deed of trust or other instrument or agreement to which the Purchaser is a party or by which any of the Shares being sold hereunder is or may be bound. 4

ARTICLE V INDEMNIFICATION 5.1 INDEMNIFICATION BY THE SELLER. The Seller hereby agrees to indemnify and hold the Purchaser and its respective directors, officers, employees, Affiliates, agents, successors and assigns harmless from and against any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of the Seller set forth in Article III hereof, to be true and correct in all respects as of the date made. 5.2 INDEMNIFICATION BY THE PURCHASER The Purchaser hereby agrees to indemnify and hold the Seller and its Affiliates, agents, successors and assigns harmless from and against any and all losses based upon, attributable to or resulting from the failure of any representation or warranty of the Purchaser set forth in Article IV hereof, to be true and correct as of the date made. ARTICLE VI MISCELLANEOUS 6.1 CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 6.1: "AFFILIATE" means, with respect to any person, any other person controlling, controlled by or under common control with such person. "COMPANY" shall have the meaning ascribed thereto in the recitals hereof. "LIEN" means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, transfer restriction under any shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever. "PURCHASE PRICE" shall have the meaning ascribed thereto in Section 2.1 hereof. "PURCHASER" means Change Technology Partners, Inc. "SECURITIES ACT" shall have the meaning ascribed thereto in Section 4.1 hereof. 5

"SELLER" means Franklin Capital Corporation. 6.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The parties hereto hereby agree that the representations and warranties contained in this Agreement or in any certificate, document or instrument delivered in connection herewith, shall survive the execution and delivery of this Agreement, and the sale of the Shares hereunder, regardless of any investigation made by the parties hereto. 6.3 EXPENSES. Except as otherwise provided in this Agreement, the Seller and the Purchaser shall each bear its own expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transaction contemplated hereby, it being understood that in no event shall the Company bear any of such costs and expenses. 6.4 NOTICES. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given if delivered, telecopied or mailed, by certified mail, return receipt requested, first-class postage prepaid, to the parties at the following addresses: If to Franklin, to: Franklin Capital Corporation 450 Park Avenue 10th Floor New York, New York 10022 Attention: Stephen L. Brown Telephone: (212) 486-2323 Telecopy: (212) 7555451 With copies to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Jeffrey J. Weinberg, Esq. Telephone: (212) 310-8000 Telecopy: (212) 310-8007 If to CTPI, to: Change Technology Partners, Inc. 537 Steamboat Road Greenwich, Connecticut 06830 Attention: William Avery Telephone: (203) 661-6942 Telecopy: (203) 661-1331 6

With copies to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019-6064 Attention: James M. Dubin, Esq. Telephone: (212) 373-3000 Telecopy: (212) 757-3990 All notices and other communications required or permitted under this Agreement that are addressed as provided in this Section 6.4 will, if delivered personally, be deemed given upon delivery, will, if delivered by telecopy, be deemed delivered when confirmed and will, if delivered by mail in the manner described above, be deemed given on the third business day after the day it is deposited in a regular depository of the United States mail. Any party from time to time may change its address for the purpose of notices to that party by giving a similar notice specifying a new address, but no such notice will be deemed to have been given until it is actually received by the party sought to be charged with the contents thereof. 6.5 FURTHER ASSURANCES. The Seller and the Purchaser each agrees to execute and deliver such other documents or agreements and to take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transaction contemplated hereby. 6.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof. 6.7 TABLE OF CONTENTS AND HEADINGS. The table of contents and section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation of this Agreement. 6.8 SEVERABILITY. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect. 6.9 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Seller or the Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void; PROVIDED, HOWEVER, that the Purchaser may assign this Agreement and any or all rights or obligations hereunder to any Affiliate of the Purchaser. Upon any such permitted assignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. 7

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above. CHANGE TECHNOLOGY PARTNERS, INC.
By: /s/ William B. Avery --------------------------------------Name: William B. Avery Title: President and CEO

FRANKLIN CAPITAL CORPORATION
By: /s/ Stephen L. Brown --------------------------------------Name: Stephen L. Brown Title: Chairman and CEO

8

EXHIBIT 21.1 SUBSIDIARIES OF CHANGE TECHNOLOGY PARTNERS, INC. 1. Papke-Textor, Inc. d/b/a Canned Interactive, a California corporation. 2. Iguana Studios, Inc., a Delaware corporation.


								
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