exhibit_10-2.htm


    
      

    

    EXHIBIT 10.2

    


    AGREEMENT OF
EXCHANGE

    OF

    STUDIO ONE MEDIA,
INC.

    AND

    STUDIO ONE ENTERTAINMENT,
INC.

    


    


    AGREEMENT
OF EXCHANGE made as of the 17th day of April, 2007, by and between Studio One
Media, Ic., (fka Dimensional Visions Incorporated), a Delaware corporation
(herein, “SOMD”), and Studio One Entertainment, Inc., an Arizona corporation
(herein, “SOE”). SOMD and SOE are sometimes hereinafter collectively referred to
as the “Constituent Corporations”.

    


    RECITALS:

    


    SOMD is a
Delaware corporation organized on May 12, 1988, and its authorized capital stock
consists of 100,000,000 shares of common stock, $.001 par value (the “SOMD
Common Stock”) of which no more than 4,000,000 shares of SOMD Common Stock will
be issued and outstanding as of the Closing Date.

    


    SOE is an
Arizona corporation organized on September 24, 2004 and its authorized capital
stock consists of 100,000,000 shares of common stock, no par value (the “SOE
Common Stock”) of which 7,000,000 shares of SOE Common Stock will be issued and
outstanding as of the Closing Date and no shares of SOE Common Stock are
reserved for issuance upon exercise of any outstanding common stock purchase
warrants or options except as described in the Stock Purchase
Agreement.

    


    SOMD and
SOE have entered into an Stock Purchase Agreement dated March 29, 2006 (the
“Stock Purchase Agreement”) setting forth certain representations, warranties,
agreements and conditions in connection with the exchange provided for
herein.

    


    The
respective Board of Directors of SOMD and SOE have, by resolution, duly approved
the execution of and the transaction contemplated by the Stock Purchase
Agreement and this Agreement of Exchange and directed that they be submitted to
the shareholders of SOE for adoption and approval.

    


    A
majority of the shareholders of SOMD and a majority of the shareholders of SOE
have approved the transaction contemplated by the Stock Purchase Agreement and
this Agreement of Exchange.

    


    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto have agreed and do hereby agree,
subject to the terms and conditions hereinafter set forth, as
follows:

    


    I

    


    EXCHANGE

    


    1.1 In
accordance with the provisions of this Agreement and Section 1(a) of Stock
Purchase Agreement, each of the shares of SOE Common Stock outstanding as the
Effective Date of the Exchange shall be exchanged for one (1) share of SOMD
Common Stock to be issued upon the Effective Date of the Exchange. SOMD shall be
and is herein sometimes referred to as the “Acquiring Corporation”.

    


    1.2 Upon
the Effective Date of the Exchange (as defined in Article III hereof) SOE shall
become a wholly-owned subsidiary of SOMD, (i) shall continue to possess all of
its rights and property as constituted immediately prior to the Effective Date
of the Exchange and (ii) shall continue subject to all of its debts and
liabilities as the same shall have exited immediately prior to the Effective
Date of the Exchange. All rights of creditors and all liens upon the property of
each of the Constituent Corporations shall be preserved
unimpaired.


    
      
        
        

      

      
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AGREEMENT OF
EXCHANGE


    EXCHANGE - continued

    


    1.3 SOMD
hereby agrees that at and after the times when the Exchange shall become
effective and as and when required by the provisions of the Stock Purchase
Agreement, SOMD will issue certificates representing that number of shares of
common stock, $.001 par value per share, or SOMD (collectively, “Exchange
Shares”) for which shares of SOMD Common Stock issued and outstanding
immediately prior to the Effective Date of the Exchange and by virtue of the
Exchange, be exchanged as hereinafter provided.

    


    1.4 The
Exchange shall not become effective until the following actions shall have been
completed: (i) this Agreement of Exchange shall have been adopted and approved
by the shareholders of SOE in accordance with the requirements of Arizona
corporate law; and (ii) all of the other conditions precedent to the
consummation of the Exchange specified in the Stock Purchase Agreement shall
have been satisfied or duly waived by the party entitled to satisfaction
thereof.

     

    


    II

    


    EXCHANGE OF
SHARES

    


    The
manner and basis of exchanging shares of SOE Common Stock for the Exchange
Shares and the exchange of certificates therefore, shall be as
follows:

    


    2.1 Each
one (1) share of SOE Common Stock which shall be issued and outstanding
immediately prior to the Effective Date of the Exchange shall, by virtue of the
Exchange and without any action on the part of the holder thereof other than
that set forth in the Stock Purchase Agreement, be exchanged on or before the
fifteenth (15 th ) day after the
Board of Directors of SOMD shall have approved and authorized the consummation
of the transaction contemplated by the Acquisition Documents (the “Effective
Date of the Exchange”) into One (1) share of the Exchange Shares. If between the
date hereof and the Effective Date of the Exchange, SOMD or SOE shall either
effect any reclassification, recapitalization, subdivision, combination or
exchange or shares, in respect of their respective outstanding common stock, or
a stock divided thereon shall be declared with a record date within said period,
the per share amounts of the Exchange Shares to be issued and delivered as
provided in this Agreement shall be appropriately adjusted.

    


    2.2 After
the Effective Date of the Exchange certificates evidencing outstanding shares of
SOE Common Stock shall evidence the right of the holder thereof to receive
certificates for shares of the Exchange Shares at the applicable rate as
aforesaid. Each holder of SOE Common Stock, upon surrender of the certificate or
certificates, which prior thereto represented shares of SOE Common Stock, to
SOMD’s stock transfer agent, which shall act as the exchange agent (the
“Exchange Agent”) for such shareholder to effect the exchange of certificates on
their behalf, shall be entitled upon such surrender to receive in exchange
therefore a certificate or certificates representing the number of whole shares
of the Exchange Shares into which the shares of SOE Common Stock therefore
represented by the certificate or certificates so surrendered shall have been
exchanged as aforesaid. Until so surrendered, each outstanding certificate for
shares of SOE Common Stock shall be deemed for all corporate purposes, including
voting rights, subject to the future provisions of this Article II, to evidence
the ownership of the shares of the Exchange Shares into which such shares have
been so exchanged. No dividends or distributions will be paid to persons
entitled to receive certificates for shares of the Exchange Shares pursuant
hereto until such persons shall have surrendered their certificates which prior
to the Effective Date of the Exchange represented shares of SOE Common Stock;
but there shall be paid to the record holder of each such certificates, with
respect to the number of whole shares of the Exchange Shares issued in exchange
therefore (i) upon such surrender, the amount of any dividends or distributions
with a record date subsequent to the Effective Date of the Exchange and prior to
surrender which shall have become payable thereon since the Effective Date of
the Exchange, without interest, and (ii) after such surrender, the amount of any
dividends thereon with a record date subsequent to the Effective Date of the
Exchange and prior to surrender and the payment date of which shall be
subsequent to surrender; such amount to be paid on such payment
date.


    
      
        
        

      

      
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AGREEMENT OF
EXCHANGE

     

    EXCHANGE OF SHARES - continued


    


    2.3 No
certificates representing a fraction of a share of the Exchange Shares will be
issued and no right to vote or receive any distribution or any other right of a
shareholder shall attach to any fractional interest in a share of the Exchange
Shares to which any holder of shares of SOE Common Stock would otherwise be
entitled hereunder. In lieu thereof, each holder of shares of SOE Common Stock
entitled to a fraction of a share of the Exchange Shares shall receive one whole
share of SOMD Common Stock if the fraction of a share is equal to or greater
than one-half share (.50); otherwise, the holder of the fraction of a share
shall receive cash on the basis of $.50 per share.

    


    2.4 If
any certificate for shares of the Exchange Shares is to be issued in a name
other than that in which the certificate surrendered in exchange therefore is
registered, it shall be a condition of the issuance thereof that the certificate
so surrendered shall be properly endorsed and otherwise be in proper form for
transfer and that the person requesting such exchange pay to the Exchange Agent
any transfer or other taxes required by reason of the issuance of a certificate
for shares of the Exchange Shares in any name other than that of the registered
holder of the certificate surrendered, or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not payable.

    


    2.5 At
the Effective Date of the Exchange, all shares of SOE Common Stock which shall
then be held in its treasury, if any, shall cease to exist, and all certificates
representing such shares shall be canceled.

    


    III

    


    CONDITION
SUBSEQUENT

    


    SOE
shall, within thirty days of the date hereof, furnish SOMD with copies of its
audited Financial Statements together with the Auditor’s report for all fiscal
years ended December 31, 2004, 2005, and 2006 and for the current year through
and at the Closing Date. Such financial statements shall consist of the balance
sheet, the income statement, statement of stockholder’s equity and changes in
financial position for the year or period then ended.

    


    


    IV

    


    MISCELLANEOUS

    


    3.1 For
the convenience of the parties hereto and to facilitate the filing of this
Agreement of Exchange, any number of counterparts hereof may be executed; and
each such counterpart shall be deemed to be an original instrument.

    


    3.2 At
any time prior to the Effective Date of the Exchange the parties hereto may, by
written agreement, (a) extend the time for the performance of any of the
obligations or other acts of the parties hereto, (b) waive (in the manner
specified in Paragraph 14 of the Stock Purchase Agreement) any breach or
inaccuracy in the representations and warranties contained in this Agreement of
Exchange or in the Stock Purchase Agreement or in any document delivered
pursuant thereto, or (c) waive (in the manner specified in Paragraph 14 of the
Stock Purchase Agreement) compliance with any of the covenants, conditions or
agreements contained in this Agreement of Exchange or in the Stock Purchase
Agreement.

    


    3.3 The
corporation parties to this Agreement are also parties to the Stock Purchase
Agreement. The two agreements are intended to be construed together in order to
effectuate their purposes, and said agreements are intended as a plan or
reorganization within the meaning of Section 368 of the Internal Revenue Code of
1954, as amended.


    
      
        
        

      

      
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AGREEMENT OF
EXCHANGE


    IN
WITNESS WHEREOF, each of the undersigned corporations has caused this Agreement
of Exchange to be signed in its corporate name by its duly authorized officers
and its corporate seal to be affixed hereto, all as of the date first above
written.

    


                                                    

     

    
      	 STUDIO
      ONE MEDIA, INC.
	 
	 By: /s/ Preston J.
      Shea   
	 /s/
      Preston J. Shea   
	 President
	 
	 
	 STUDIO ONE ENTERTAINMENT,
      INC.  
	 
	 By: /s/ Lawrence G.
      Ryckman
	 Lawrence
      G. Ryckman
	 Chairman
      and Chief Executive Officer


    

     

     

     

     

     

     

     

     

     

     

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