STOCK PURCHASE AND EXCHANGE AGREEMENT
THIS STOCK PURCHASE AND EXCHANGE AGREEMENT (this "Agreement") is made and entered into
as of the 10th day of December, 2003, by and between INTERACTIVE GROUP, INC., a Delaware
corporation (the "Company"), and the individuals whose names appear on the signature page hereof (the
"Purchasers").
A. The Company is a Delaware corporation whose common stock, $0.001 par value (the "Common Stock"), is
registered under the Securities Act of 1934, as amended (the "Exchange Act"), traded in the over-the-counter
market and quoted on the NASD Electronic Bulletin Board under the symbol "IACG". The Company is subject
to the reporting requirements of the Exchange Act and, as of the date hereof, has filed all reports and other
information required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the rules
and regulations of the SEC under the Exchange Act. As of the date hereof, 5,276,039 shares of Common Stock,
and 2,000,000 shares of the Company's Series B Preferred Stock that are convertible into 20,000,000 shares of
Common Stock, are issued and outstanding and held, of record, by approximately 433 stockholders. In addition,
options, warrants and other securities exercisable, exchangeable or convertible into an aggregate of 3,437,500
shares of Common Stock are outstanding as of the date hereof.
B. Arrowhead Research Corporation ("Arrowhead") is a California corporation that was incorporated under the
laws of the State of California on May 7, 2003, issuing to the founders thereof 3,000,000 shares of its common
stock, $0.001 par value per share ("Arrowhead Stock"), and warrants to purchase an additional 3,000,000
shares of Arrowhead Stock at the price of $1.50 per share ("Arrowhead Warrants"). In October 2003,
Arrowhead Research completed a private placement in which it issued and sold Units, for an aggregate purchase
price of $2,645,000, with each Unit each consisting of one share of Arrowhead Stock and a warrant to purchase
an additional