Acquisition Agreement


    

      ACQUISITION
        AGREEMENT

      


      This
        Acquisition Agreement (“Agreement”) is made as of September _____, 2005 by and
        among The Studio Zone, a Nevada corporation (“Buyer”) and The Studio Zone
        Fitness Center, Inc., a Corporation existing under the laws of the Province
        of
        British Columbia, Canada (hereinafter referred to as “Seller”). 

      


      AGREEMENTS

      


      Therefore,
        for good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the signatories below agree as follows:

      


      1.  Transaction.
        At the
        Closing (as defined in Section 6 herein) hereof, the Seller shall transfer
        and
        deliver to the Buyer all of the Purchased Assets (as defined below) of Seller,
        whether tangible, intangible, real, personal or mixed, in exchange for which
        the
        Buyer shall deliver to the Seller consideration consisting of certificates
        representing duly issued and outstanding shares of common stock of the Buyer
        (“Purchase Price”).

       

      2.   Purchased
        Assets.
        The
        term “Purchased Assets” shall mean all assets of Seller, including, but not
        limited to the following: 

       

      (a)
         Seller’s
        suppliers, customer and vendor lists and records pertaining to:

      (i) accounts
        receivable; 

      (ii) liabilities;
        and

                    (iii) assignment
        of rights or existing franchise agreements.

      


      (b)  The
        trade
        names “The Studio Zone”; 

      


      (c)  All
        registered and unregistered trademarks, service marks, sales marks, colors,
        names and 

      slogans
        relating to the business, and all applications for any of the foregoing,
        together with all of the Seller’s rights to use all of the foregoing forever,
        and all goodwill associated with the foregoing; 

      


      (d)  The
        existing phone number(s); and, 

      


      (e)   Any
        and
        all trade secrets, trade practices, décor, goodwill, clients, equipment,
        furniture, assets, machinery, trade fixtures, miscellaneous supplies, inventory,
        existing contracts, corporate records and files, and tangible personal property.
        

      


      3.  Purchase
        Price.
        The
        Purchase Price to be paid by Buyer to Seller for the sale, transfer, assignment,
        conveyance and delivery of the Purchased Assets, including any and all
        liabilities of Seller, shall be the sum total of the liabilities as existing
        on
        the date hereof (the “Purchase Price”). The liabilities of the Seller are being
        assumed by Buyer under the terms of this Agreement. No additional monies
        shall
        be paid for the acquisition of Seller by Buyer.

      


      4.  Manner
        of Payment of the Purchase Price.
        Buyer
        is paying the Purchase Price by physically delivering the Purchase Price
        to
        Seller in cash or check. 

      


      5.   The
        Closing.
        The
        term “Close,” “Closing,” “Closes” or “Closed” shall refer to the Closing of the
        various transactions contemplated hereby, all of which shall be deemed
        consummated when, and only when, the terms and conditions as set forth herein
        have been fully complied with and the purchase by the Buyer of the Seller
        has
        occurred and is effective within 90 days (“Closing Period”) from the date of
        execution of this Agreement. Conversely, if the various transactions proposed
        and/or discussed herein do not Close within the prescribed Closing Period,
        the
        various transactions contemplated herein will have failed and this Agreement
        shall automatically terminate.

      


      6.  Conduct
        and Transactions of Seller Prior to the Closing.
        Between
        the date of execution of this Agreement and the Closing, the executive officers
        and Board of Directors of the Seller shall retain full control of the management
        and business thereof. In order to assure protection and preservation of the
        Seller's assets, properties and businesses as well as the Seller's performance
        of its obligations under and related to this Agreement, the Seller agrees
        that
        from the date of this Agreement up to and including the Closing:

       

      (a)  The
        Seller shall preserve, or cause to be preserved substantially intact, its
        business organization, except such changes as may be required, with the Buyer's
        consent, to effect the transactions contemplated hereby, and the Seller shall
        use its best efforts to keep available the services of its present officers
        and
        principal employees, and to preserve its existing business relationships.
        

       

      (b)  The
        Seller agrees that prior to Closing it will not, without the prior written
        consent of the Buyer (which consent will not be unreasonably withheld)
        to:

          

      (i)  Redeem
        directly or indirectly or agree to redeem, purchase, or otherwise acquire
        any of
        its capital stock or other ownership interest;

      


      (ii)  Effect
        a
        split or reclassification of its capital stock, liquidate, recapitalize,
        or
        reorganize itself except as contemplated herein;

      


      (iii) Merge
        or
        consolidate, or sell all or substantially all of its assets or enter into
        any
        agreement for such merger, consolidation, or sale of assets, except as required
        by the transactions contemplated by this Agreement;

      


      (iv)  Change
        the character of its business;

      


      (v)  Except
        in
        the ordinary course of business, waive any contractual rights of substantial
        value;

      


      (vi)  Breach
        any agreement to which the Seller is a party if such breach would have a
        material adverse effect on the business of the Seller.

       

      (c) The
        Seller will exert its best efforts to fulfill in a timely manner all objectives
        and conditions to permit consummation of the transactions as contemplated
        and
        execute and deliver to the Buyer any and all documents necessary, in the
        reasonable opinion of its counsel, to consummate the transactions contemplated
        by this Agreement, and cause the Subsidiaries to do the same.

       

      7.  Conduct
        and Transactions by the Buyer Prior to Closing.
        Between
        the date of this Agreement and the Closing, the Buyer shall use its best
        efforts
        to fulfill in a timely manner all objectives and conditions to permit
        consummation of the transactions as contemplated herein and execute and deliver
        to the Seller any and all documents necessary, in the reasonable opinion
        of its
        counsel, to consummate the transactions contemplated by this Agreement, and
        to
        cause its subsidiaries to do the same. In order to assure the continuity
        of the
        Buyer's business, financial condition, assets and properties as well as the
        Buyer's performance of its obligations under and related to this Agreement,
        the
        Buyer agrees as follows

      


      (a)  From
        the
        date of this Agreement up to the Closing, the Buyer will operate its business
        in
        the ordinary course and shall preserve, or cause to be preserved substantially
        intact, its business organization, except for such changes as may be required
        to
        effect the transactions contemplated by this Agreement.

      


      (b)  From
        the
        date of this Agreement up to and including the Closing, the Buyer will notify
        the Seller promptly of any material changes in the business, assets, financial
        condition or properties of the Buyer. 

      


      8.
          Closing
        Deliveries.
        On the
        date hereof the parties are executing and/or delivering such documents as
        are
        reasonably required in order to effectuate the consummation of the transaction
        contemplated hereby. 

       

      9.  Further
        Assurances.
        The
        Parties shall execute such further documents, and perform such further acts,
        as
        may be necessary to transfer and convey the Purchased Assets to Buyer, on
        the
        terms herein contained, and to otherwise comply with the terms of this Agreement
        and to consummate the transaction contemplated hereby.

      


      10.  Miscellaneous.

      


      (a)
         Entire
        Agreement.
        This
        Agreement and the instruments to be delivered by the parties pursuant to
        the
        provisions hereof constitute the entire agreement between the
        parties.

      


      (b)  Survival;
        Nonwaiver.
        All
        representations and warranties shall survive the consummation of the transaction
        contemplated herein and for a period of two (2) years following the date
        hereof
        (and none shall merge into any instrument of conveyance) regardless of any
        investigation or lack of investigation by any of the parties hereto. The
        failure
        in any one or more instances of a party to insist upon performance of any
        of the
        terms, covenants or conditions of this Agreement, to exercise any right or
        privilege in this Agreement conferred, or the waiver by said party of any
        breach
        of any of the terms, covenants or conditions of this Agreement, shall not
        be
        construed as a subsequent waiver of any such terms, covenants, conditions,
        right
        or privileges, but the same shall continue and remain in full force and effect
        as if no such forbearance or waiver had occurred. No waiver shall be effective
        unless it is in writing and signed by an authorized representative of the
        waiving party.

      


      (c)  Binding
        Effect.
        This
        Agreement shall inure to the benefit of and be binding upon the parties hereto
        and their successors and permitted assigns. Nothing in this Agreement, express
        or implied, is intended to confer on any person other than the parties hereto,
        and their respective successors and permitted assigns any rights, remedies,
        obligations or liabilities under or by reason of this Agreement.

      


      (d)  Amendments.
        This
        Agreement shall not be modified or amended except pursuant to an instrument
        in
        writing executed and delivered on behalf of each of the parties
        hereto.

      


      (e)  Headings.
        The
        headings contained in this Agreement are for convenience of reference only
        and
        shall not affect the meaning or interpretation of this Agreement.

      


      (f)
         Severability.
        Whenever possible, each provision of this Agreement shall be interpreted
        in such
        manner as to be effective and valid under applicable law, but if any provision
        of this Agreement is held to be invalid, illegal or unenforceable in any
        respect
        under any applicable law or rule in any jurisdiction, such invalidity,
        illegality or unenforceability shall not affect any other provision or any
        other
        jurisdiction, and this Agreement shall be reformed, construed and enforced
        in
        such jurisdiction so as to best give effect to the intent of the parties
        under
        this Agreement.

      


      (g)  Counterparts.
        This
        Agreement may be executed in separate counterparts, each of which is deemed
        to
        be an original and all of which taken together constitute one and the same
        agreement.

      


      (h)  No
        Strict Construction.
        The
        parties hereto jointly participated in the negotiation and drafting of this
        Agreement. The language used in this Agreement shall be deemed to be the
        language chosen by the parties hereto to express their collective mutual
        intent,
        this Agreement shall be construed as if drafted jointly by the parties hereto,
        and no rule of strict construction shall be applied against any person or
        entity.

      


      (i)  Interpretation.
        Whenever the term “include” or “including” is used in this Agreement, it shall
        mean “including, without limitation,” (whether or not such language is
        specifically set forth) and shall not be deemed to limit the range of
        possibilities to those items specifically enumerated. The words “hereof”,
“herein” and “hereunder” and words of similar import refer to this Agreement as
        a whole and not to any particular provision. Terms defined in the singular
        have
        a comparable meaning when used in the plural and vice versa.

      


      (j) Right
        of First Refusal.
        Buyer
        cannot transfer, assign or otherwise dispose of, voluntarily or involuntarily,
        any Purchased Assets or any interest in said Purchased Assets without first
        providing the Buyer with the right to purchase all, but not less than all,
        of
        the Purchased Assets (“Right of First Refusal”), in the following
        manner:

      


      Buyer
        shall first give written notice (the “Transfer Notice”) to Seller that Buyer
        desires to sell the Purchased Assets. The Seller hereunder shall have thirty
        (30) days following the receipt of said Transfer Notice from Buyer to exercise,
        in full, the Right of First Refusal. If the Seller exercises the Right of
        First
        Refusal, the parties hereto shall consummate the repurchase of the Purchased
        Assets on the terms set forth in the Transfer Notice by sixty (60) days after
        the delivery of the Transfer Notice to the Seller.

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto, through their duly authorized officers, have executed this
        Agreement as of the Effective Date.

       

      


      THE
        STUDIO ZONE, INC.    THE
        STUDIO ZONE FITNESS CENTER, INC.

      


      


      _____________________________  _____________________________ 

      By:
              By:
        

      Its:
              Its: