ORIGINAL SCREENPLAY ACQUISITION AGREEMENT

                                  By and Among

                             ClubCharlie.com, Inc.,
                              a Nevada corporation;

                                       and

                           Charlie Chance Productions,
                             a Canadian corporation




     THIS ORIGINAL SCREENPLAY  ACQUISTION  AGREEMENT  ("Agreement") is made this
___ day of ___, 1999, by and among  ClubCharlie.com,  Inc., a Nevada corporation
("Purchaser") and Charlie Chance Productions, a Canadian corporation ("Seller"),
and provides for the Purchaser to acquire  certain  original  screenplay  rights
("Screenplay") of the Seller.

                                    RECITALS

     1.   The  Purchaser  desires to  acquire,  on the terms and  subject to the
          conditions specified in this Agreement, the Screenplay rights owned by
          the Seller.

     2.   The Seller  believes  it is in the best  interests  of the Seller that
          they sell the Screenplay to the Purchaser.

     NOW THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL
BE DEEMED TO BE A SUBSTANTIVE  PART OF THIS AGREEMENT AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED  WITH THE INTENT TO BE  OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

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<PAGE>

                                    ARTICLE I
                                   DEFINITIONS

     As used in this  Agreement,  in addition to the terms defined  elsewhere in
this  Agreement,  the terms  specified  below in this  Article I shall  have the
definitions  and meanings  specified  immediately  after those  terms,  unless a
different  and common  meaning of the term is clearly  indicated by the context,
variance and derivatives of the following terms shall have correlative meanings.
To the extent that certain  definitions  and meanings  specified  below suggest,
indicate or express  agreements  between or among parties to this Agreement,  or
specify  representations,  warranties or covenants of a party, the parties agree
to the same by execution of this Agreement.  The parties to this Agreement agree
that agreements, representations, warranties and covenants expressed in any part
or  provision  of this  Agreement  shall for all  purposes of this  Agreement be
treated in the same manner as other such agreements, representations, warranties
and covenants specified elsewhere in this Agreement,  and the article or section
of this Agreement within such an agreement, representation, warranty or covenant
is specified shall have no separate meaning or effect upon the same.

     1.1 "Agreement". This Agreement of Sale of Screenplay, including all of its
schedules,  exhibits and all other  documents  specifically  referred to in this
Agreement  that have been or are to be delivered to a party to this Agreement to
another  such party in  connection  to the  transaction  or this  Agreement  and
including all duly adopted  amendments,  modifications  and supplements to or of
this Agreement and such schedules, exhibits and other documents.

     1.2 "Business  Day".  Any day that is not a Saturday,  Sunday,  or a day on
which banks in Los Angeles, California, are authorized to close.

     1.3 "Closing". The completion of the Transaction,  to occur as contemplated
by the provisions of Article II of this Agreement.

     1.4 "Closing Date". The date on which the Closing  actually  occurs,  which
shall be  ______________,  1999,  unless otherwise agreed by the parties to this
Agreement,  but shall not in any event be prior to satisfaction or waiver of the
conditions  to  Closing  specified  by the  provisions  of  Article  VII of this
Agreement.

     1.5 "Closing  Time".  The time at which the Closing  actually  occurs.  All
events that are to occur at the Closing Time shall, for all purposes,  be deemed
to occur simultaneously,  except to the extent, if at all, that a specific order
of occurrence is otherwise described.


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<PAGE>


     1.6  "Consideration".  (i) A promissory  note executed by the President and
Secretary of Purchaser in the principal amount of one hundred and fifty thousand
dollars  ($150,000).  Such  promissory note will include a repayment term of six
(6) months and will not bear any interest; and (ii) a royalty agreement executed
by the  President  and  Secretary of Purchaser  entitling  Seller to ten percent
(10%) of the Net Profits.

     1.7 "Distribution  Expenses".  Distribution expenses shall mean (i) cost of
positive  prints,  dupe  negatives,  lavenders,  master and other  prints of the
Screenplay and all print duplicating material and costs thereof;  (ii) all taxes
except United States income taxes, in posts, duties,  quotas, charges for import
permits or permits to transfer currencies and governmental fees of any nature in
connection with or in respect of the Screenplay, or the distribution, exhibition
or other disposition  thereof or the collection or transfer of the proceeds,  or
on account  of or  measured  by the  proceeds  from the  leasing,  licensing  or
distribution   thereof,  and  all  disbursements  for  licenses  to  permit  the
distribution of the Screenplay  including,  but limited to, royalties on account
of sound recordation or dubbing and music licensing,  royalties, performing fees
and  taxes;  (iii)  all  charges  incurred  for  cost  of  procuring  copyright,
reasonable litigation expenses in any way involving the production, distribution
or exploitation of the Screenplay,  checking  expenses,  proportionate  share of
dues and  other  payments  to  Motion  Picture  Association  of  America,  Inc.,
censorship charges, duties, insurance premiums, cost of re-editing or re-cutting
or reduction,  in cost of titles and translations;  (iv) all cost of replacement
or cost for  reprints  or  parts  thereof  and of  transportation,  packing  and
handling prints or parts thereof,  and of superimposing,  dubbing,  spotting and
re-recording  soundtracks and titles; and (v) all expenses and charges for press
books,  artwork,  lithographs,  lobby displays,  slides,  and other  advertising
accessories  (which  shall  not  include  trailers),  advertising,  publicizing,
exploitation and cooperative advertising of the Screenplay.

     1.8  "Distribution  Fees". A sum equal to thirty percent (30%) of all gross
receipts from the  distribution  of the Screenplay in the United States,  Canada
and United Kingdom, and a sum equal to forty percent (40%) of all gross receipts
from the distribution from the Screenplay and all other countries or territories
in which the Screenplay  made be  distributed;  provided that in cases where the
Screenplay is sold outright for an entire country or territory the  distribution
fees shall be ten percent (10%) of the amount  payable on said outright sale. In
cases where the  Purchaser  shall cause the  Screenplay to be  distributed  in a
country or territory by an outside  subdistributor,  the foregoing  distribution
fees shall cover the distribution fee of said subdistributor.

     1.9 "Gross  Receipts".  All monies  payable to Purchaser or its  subsidiary
companies from the sale, lease,  license,  reissue or other  exploitation of the
Screenplay.  Gross receipts


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<PAGE>


shall not be deemed received until actually received in cash. The gross receipts
shall not include any monies  received from  trailers but shall  include  monies
received from lithographs,  lobby displays, and advertising accessories prepared
and  distributed in connection  with the  Screenplay.  No money in the nature of
security deposits or periodic payments received shall be deemed included as part
of gross receipts unless the same shall have been earned or forfeited.  Whenever
Purchaser  shall  receive  monies in partial  payment of licensees  due from the
Screenplay, together with other things, such partial payments shall be allocated
between  the  Screenplay  and such  other  things in such  reasonable  manner as
Purchaser, in good faith, shall determine.

     1.10  "Negative  Cost".  The amounts as are incurred as direct items of the
cost of production of the Screenplay which shall not include trailers therefore,
together with  Purchaser's  charges for Direct  Production  Services and General
Studio  Overhead,  all  calculated  and  determined  in the same  manner as such
charges  are  calculated  and  determined  in most motion  pictures  produced by
Purchaser at the time of the Screenplay is produced hereunder.

     1.11 "Net Profits".  The amount,  if any,  remaining after there shall have
been  deducted from the Gross  Receipts of the  Screenplay,  Distribution  Fees,
Distribution Expenses and the Negative Cost of the Screenplay.

     1.12  "Purchaser".  ClubCharlie.com,  Inc.,  a Nevada  corporation,  which,
pursuant to the provisions of this Agreement, is acquiring the Screenplay.

     1.13 "Screenplay".  All right, title and interest in and to all properties,
interests,   rights  and  claims  to  the  original  story  plot  entitled  "The
Misadventures of Charlie Chance".

     1.14 "Seller". Charlie Chance Productions,  a Canadian corporation,  as the
sellers of the Screenplay.

     1.14  "Transaction".  The sale of the Screenplay,  for the Consideration as
contemplated by, and subject to the terms and conditions of, this Agreement.

                                   ARTICLE II
                                 THE TRANSACTION

     2.1 The Transaction. At the Closing Date, and at the Closing Time, such and
all  instances  to each of the terms,  conditions,  provisions  and  limitations
contained in this Agreement,  the Seller shall sell, grant,  transfer,  deliver,
convey,  assign and set over to the


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<PAGE>


Purchaser,  by instruments  satisfactory  in form and substance to the Purchaser
and its counsel, and the Purchaser shall acquire from the Seller, the Screenplay
in exchange for the Consideration.

     2.2 Manner of Payment.  Payment of the Consideration by the Purchaser shall
be made by  delivery to the  Sellers of a  promissory  note in the amount of one
hundred fifty thousand dollars  ($150,000).  Such promissory note will include a
repayment  term of six (6)  months  and will not bear any  interest;  and (ii) a
royalty agreement executed by the President and Secretary of Purchaser entitling
Seller to ten percent (10%) of the Net Profits.

     2.3  Closing.  The  Closing  shall  take  place at the  offices  of Stepp &
Beauchamp LLP, located at 1301 Dove Street, Suite 460, Newport Beach, California
92660, at 10:00 a.m. on  ____________,  1999, or at such other place and time as
Purchaser and Seller may agree upon the Closing Date.

                                   ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to the Purchaser:

     3.1 Screenplay  Rights.  The Seller warrants and represents that all common
law, statutory  copyrights and renewals thereof, and all other rights throughout
the world in the  Screenplay  have  heretofore  been  conveyed  to Seller by the
necessary parties to ensure that Seller has the right to sell, grant,  transfer,
deliver,  convey,  assign and set over to the  Purchaser  all  right,  title and
interest in and to the Screenplay.

     3.2 No Claims or Encumbrances.  In all countries throughout the world where
copyright  protection is available,  all common law and statutory copyrights and
all renewals thereof and all other rights in and to all of said treatments,  and
all parts thereof,  are vested in Seller as author thereof,  or otherwise,  free
and clear of all claims and encumbrances.

     3.3  Authority  Relative to this  Agreement.  The Seller has the  requisite
corporate  power and authority to enter into this Agreement and to carry out its
obligations  hereunder.  The  execution  delivery  of  this  Agreement  and  the
consummation  of the  Transaction  have been duly authorized and approved by the
requisite  corporate  authority of Seller and no other corporate  proceedings on
the part of Seller are  necessary  to approve  and adopt  this  Agreement  or to
approve the consummation of the Transaction,  including  delivery of the Script.
This  Agreement  has been duly and validly  executed and delivered by the Seller
and  constitutes a valid and binding  obligation of the Seller,  enforceable  in
accordance with its terms.


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<PAGE>


     3.4 Absence of Breach; No Consents. The execution, delivery and performance
of this Agreement,  and the performance by Seller of its obligations  hereunder,
do not (i)  conflict  with,  and  will  not  result  in a  breach  of any of the
provisions  of the  Articles of  Incorporation  or Bylaws of the Seller or other
similar corporate charter documents; (ii) contravene any law, rule or regulation
of any State or Commonwealth of the United States, or of any applicable  foreign
jurisdiction, or any order, writ, judgment, injunction, decree, determination or
award  effecting  or binding  upon the Seller,  in such a manner as to provide a
basis for enjoining or otherwise  preventing  consummation  of the  Transaction;
(iii)  conflict  with or result in  material  breach or default of any  material
indenture  or loan or  credit  agreement  or any  other  material  agreement  or
instrument  to which  Seller is a party,  in such a manner as to provide a basis
for enjoining or otherwise preventing  consummation of the Transaction;  or (iv)
require the  authorization,  consent,  approval or license of any third party of
such a nature  that the  failure to obtain  the same  would  provide a basis for
enjoining or otherwise preventing consummation of the Transaction.

     3.5  Government  Consents.  No consent,  approval or  authorization  of, or
registration,  declaration,  designation,  qualification,  or filing  with,  any
governmental  authority on the part of the Seller is required in connection with
the valid execution and delivery of this Agreement,  the offer, sale or issuance
of the Consideration,  or the consummation of any other transaction contemplated
hereby other than as provided by applicable laws.

     3.6 Compliance  with Applicable Law. The Seller has not adapted any portion
of the Screenplay from any other  literary,  dramatic or other work of any kind,
nature or  description  nor did the Seller  copy or use in the  Screenplay,  the
plot, scene, sequence or story of any other literary, dramatic or other work. No
part of the  Screenplay  infringes  upon or violates the common law or statutory
rights  of any  other  dramatic  or any other  work.  No part of the  Screenplay
libels,  invades the right of privacy,  or otherwise,  infringes upon the common
law, statutory or contractual rights of any person, firm or corporation.

     3.7 Rights Granted.  Seller is the exclusive owner  throughout the world of
all rights granted by Seller to Purchaser under this  Agreement.  Seller has not
heretofore  assigned,  licensed or in any  manner,  encumbered  or impaired  the
rights  granted  by Seller to  Purchaser  under this  Agreement.  Seller has not
committed  any act of  commission  or  omission  by which the rights  granted by
Seller to Purchaser by this Agreement can or will be diminished or impaired.  As
far as  Seller  knows,  there  is no  outstanding  claim or  litigation  pending
involving  the title,  ownership or  copyright  in any of the rights  granted by
Seller to Purchaser under this Agreement. No motion picture, television or other


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<PAGE>


version  of the  Screenplay,  or  any  part  thereof,  have  been  manufactured,
performed or presented anywhere in the world.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to the Seller:

     4.1  Organization  and  Qualification.  The Purchaser is a corporation duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of its
respective  jurisdiction of incorporation and has the requisite  corporate power
and authority to enter into and to perform this Agreement.  There are no actions
or proceedings  pending or intended to dissolve the Purchaser.  The Purchaser is
not insolvent,  nor in the hands of a receiver and no proceedings are pending by
or against the Purchaser in bankruptcy or reorganization of any state or federal
court, nor has Purchaser filed a petition in bankruptcy.

     4.2 Authority  Relative to this Agreement.  The Purchaser has the requisite
corporate  power and  authority  to enter into this  Agreement  and to carry its
obligations  hereunder.  The  execution  and delivery of this  Agreement and the
consummation  of the  Transaction  have been duly authorized and approved by the
requisite corporate authority of Purchaser and no other corporate proceedings on
the part of the Purchaser  are necessary to approve and adopt this  Agreement or
to approve  the  consummation  of the  Transaction,  including  delivery  of the
Consideration.  This Agreement has been duly and validly  executed and delivered
by the Purchaser and constitutes a valid and binding obligation of the Purchaser
enforceable in accordance with its terms.

     4.3 Absence of Breach; No Consents. The execution, delivery and performance
of  this  Agreement,  and  the  performance  by  Purchaser  of  its  obligations
hereunder,  do not (i) conflict  with, and will not result in a breach of any of
the  provisions of the Articles of  Incorporation  or Bylaws of Purchaser;  (ii)
contravene  any law,  rule or  regulation  of any State or  Commonwealth  of the
United States, or of any applicable  foreign  jurisdiction,  or any order, writ,
judgment,  injunction,  decree, determination or award affecting or binding upon
the Purchaser, in such a manner as to provide a basis for enjoining or otherwise
preventing  consummation  of  the  transactions  contemplated  hereunder;  (iii)
conflict with or result in material breach or default of any material  indenture
or loan or credit  agreement or any other  material  agreement or  instrument to
which Purchaser is a party, in such a manner as to provide a basis for enjoining
or otherwise  preventing  consummation of the  Transaction;  or (iv) require the
authorization,  consent, approval or license of any third party of such a nature
that the  failure  to obtain  the same would  provide a basis for  enjoining  or
otherwise preventing consummation of the Transaction.


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<PAGE>


     4.4  Government  Consents.  No consent,  approval or  authorization  of, or
registration,  declaration,  designation,  qualification,  or filing  with,  any
governmental  authority on the part of the  Purchaser is required in  connection
with the valid  execution  and delivery of this  Agreement,  the offer,  sale or
issuance of the  Consideration,  or the  consummation  of any other  transaction
contemplated hereby other than as provided by applicable laws.

                                    ARTICLE V
                           COVENANTS OF THE PURCHASER

     5.1 Affirmative  Covenants.  From the date of this Agreement to the Closing
Date, the Purchaser will take every action reasonably required of it in order to
satisfy the conditions to closing set forth in this Agreement and otherwise,  to
ensure the prompt and expedient  consummation  of the Transaction and will exert
all reasonable  efforts to cause the  Transaction to be  consummated;  provided,
however,  in all instances that the representations and warranties of the Seller
in this  Agreement  are and remain  true and  accurate  that the  covenants  and
agreements of the Seller in this Agreement are performed and that the conditions
and  obligations  of the Purchaser set forth in this Agreement are not incapable
of satisfaction.

     5.2 Cooperation.  The Purchaser shall cooperate with the Seller's  counsel,
accountants  and  agents in every way in  carrying  out the  Transaction  and in
delivering all documents and instruments  deemed to be reasonably  necessary are
useful by counsel to the Seller.

     5.3 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred by the  Purchaser in connection  with this  Agreement and the
Transaction shall be paid by the Purchaser.

     5.4  Issuance  and  Delivery  of the  Consideration.  At the  Closing,  the
Purchaser  shall deliver or cause to be delivered to Seller a promissory note in
the amount of one hundred fifty thousand  dollars  ($150,000).  Such  promissory
note  will  include a  repayment  term of six (6)  months  and will not bear any
interest;  and (ii) a royalty agreement  executed by the President and Secretary
of Purchaser  entitling  Seller to ten percent  (10%) of the Net Profits,  which
shall not be deemed to accrue the remittable to or for the account of Seller and
until such amounts have been actually received by Purchaser.

     5.5. Books and Records.  Purchaser shall keep accurate books of account and


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<PAGE>

records  showing,  with respect to the Screenplay and the negative cost thereof,
the gross receipts and all  expenditures  made by Purchaser in respect  thereto.
Said books of  account  and  record  shall be  maintained  by  Purchaser  in its
principal place of business and in foreign  countries where Purchaser  maintains
its books and  accounts in the regular  course of  business.  For a period of 18
months after the date of any statement  relating to a transaction  in respect to
the  distribution  of the  Screenplay,  Purchaser  shall  forward  Seller or its
authorized representative, during reasonable business hours and at intervals not
more frequent that once a year,  the right of access to audit and  inspection of
said books of  accounts  and  records of such place where said books and records
are   maintained  as  aforesaid;   and  Purchaser  will  permit  Seller  or  its
representative, during such inspections, to take excerpts only from such part of
said  books  and  records  as  relates  to the  distribution  of the  Screenplay
hereunder.

     5.6 Quarterly  reports.  Purchaser shall render to Seller quarterly reports
with respect to the  distribution  of the Screenplay  commencing  with the first
quarter after release of the  Screenplay.  Each said report shall be accompanied
by remittance to Seller of any amount showing on said report to be due Seller.

                                   ARTICLE VI
                            COVENANTS OF THE SELLERS

     6.1 Affirmative  Covenants.  From the date of this Agreement to the Closing
Date,  the Seller will take every action  reasonably  required of it in order to
satisfy the conditions to closing set forth in this Agreement and otherwise,  to
ensure the prompt and expedient  consummation  of the Transaction and will exert
all reasonable  efforts to cause the  Transaction to be consummated  provided in
all instances that the  representations  and warranties of the Purchaser in this
Agreement  are and  remain  true  and  accurate  and  that  the  conditions  and
obligations  of the Purchaser  set forth in this  Agreement are not incapable of
satisfaction.

     6.2  Delivery  of  Screenplay.  On the  Closing,  the Seller  shall  grant,
transfer,   assign  and  deliver  to  the  Purchaser,  free  and  clear  of  all
encumbrances,  the Screenplay and all rights of any and every nature  whatsoever
thereunder.

     6.3  Cooperation.  The Seller shall  cooperate  with the  Purchaser and its
counsel, accountants and agents in every way in carrying out the Transaction and
in delivering all documents and  instruments  deemed to be reasonably  necessary
are useful by the Purchaser.

     6.4 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred  by the  Seller in  connection  with this  Agreement  and the
Transaction shall be paid by the Seller.



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<PAGE>


                                    ARTICLE 7
                            CONDITIONS TO OBLIGATONS

     7.1 Conditions to Obligation of Purchaser.  The obligation of the Purchaser
to effect the Transaction shall be subject to the fulfillment at or prior to the
Closing  of  the  following  conditions,   unless  Purchaser  shall  waive  such
fulfillment:

     (1)  This  Agreement and the  transactions  contemplated  hereby shall have
          received all  approvals,  consents,  authorizations,  and waivers from
          governmental  and other  regulatory  agencies and other third  parties
          required to consummate the Transaction.

     (2)  There shall not be in effect a preliminary or permanent in junction or
          other  order  by any  federal  or  state  court  which  prohibits  the
          consummation of the Transaction.

     (3)  The Seller shall have  performed in all material  respects each of its
          agreements and obligations contained in this Agreement and required to
          be performed on or prior to the Closing and shall have  complied  with
          all material  requirements,  rules,  and regulations of all regulatory
          authorities having jurisdiction relating to the Transaction.

     (4)  No material  adverse change shall,  in the reasonable  judgment of the
          Purchaser, have occurred relating to the Screenplay.

     (5)  The  representations  and  warranties  of the Seller set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this  Agreement  and,  except in such  respects as, in the  reasonable
          judgment of the Purchaser,  do not materially and adversely affect the
          Screenplay, as of the Closing as if made as of such time.

     7.2 Conditions to Obligation of the Seller. The obligation of the Seller to
effect the  Transaction  shall be subject to the  fulfillment at or prior to the
Closing  of the  following  conditions,  unless  the  Seller  shall  waive  such
fulfillment:

     (1)  This Agreement and the Transaction  shall have received all approvals,
          consents,  authorizations,  and waivers  from  governmental  and other
          regulatory  agencies  and  other  third  parties  required  by  law to
          consummate the Transaction.



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<PAGE>


     (2)  There shall not be in effect a preliminary or permanent  injunction or
          other order by any federal or state  authority,  which  prohibits  the
          consummation of the Transaction.

     (3)  The  Purchaser  shall have  performed  in all  material  respects  its
          agreements and obligations  contained in this Agreement required to be
          performed on or prior to the Closing.

     (4)  The  representations and warranties of the Purchaser set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this Agreement and, as of the Closing Date as if made as of such time.

                                  ARTICLE VIII
                        TERMINATION, AMENDMENT AND WAIVER

     8.1  Termination.  This Agreement and the  Transaction may be terminated at
any  time  prior  to the  Closing,  whether  before  or after  any  approval  by
shareholders:

     (1)  By mutual consent of the Purchaser and the Seller; or

     (2)  By either  Purchaser or the Seller,  upon written notice to the other,
          if the  conditions  to such  party's  obligations  to  consummate  the
          Transaction were not, or cannot  reasonably be, satisfied on or before
          _____________,  1999 unless the failure of  condition is the result of
          the  material  breach  of  this  Agreement  by the  party  seeking  to
          terminate.

     By any party  hereto,  upon written  notice to the other  parties,  if such
party  reasonably  determines  that  either (i) the  consummation  of any of the
transactions  contemplated hereby or in any of the agreements  referenced herein
is likely to violate any non-appealable  final order,  decree or judgment of any
court or  governmental  body having  competent  jurisdiction or (ii) there shall
exist or be enacted or adopted  any  statute,  rule or  regulation  which  makes
consummation  of any of the  transactions  contemplated  hereby or in any of the
agreements referenced herein illegal or otherwise prohibited.

     In the event of termination of this Agreement pursuant to this Section 8.1,
the  transactions  contemplated  by this Agreement  shall be terminated  without
further action by the parties  hereto and thereupon  shall become void and of no
further effect,  without any liability of either party to the other, except that
nothing  herein shall relieve either party


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<PAGE>


from  liability  for  any  breach  of this  Agreement  occurring  prior  to such
termination.  If the transactions  contemplated by this Agreement are terminated
as  provided  in this 8.1,  each  party  will  promptly  return  (or cause to be
returned) all documents,  work papers and other materials  obtained by it or its
affiliates, representatives, consultants and agents from the other party (or any
of its agents) relating to the transactions contemplated hereby.

     8.2  Amendment.  This  Agreement  may be  amended  by the  Seller  and  the
Purchaser by action taken at any time.  This Agreement may not be amended except
by an instrument in writing signed on behalf of the Seller and the Purchaser.

     8.3 Waiver.  At any time prior to the Closing  Date,  the  Purchaser or the
Seller may (i) extend the time for the  performance of any of the obligations or
other  acts of the  other  party  hereto,  (ii)  waive any  inaccuracies  in the
representations  and  warranties  contained in this Agreement or in any document
delivered  pursuant hereto, or (iii) waive compliance with any of the agreements
or conditions specified in this Agreement herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party.

                                   ARTICLE IX
                                 INDEMNIFICATION

     9.1  Indemnification by the Seller. The Seller shall indemnify and hold the
Purchaser harmless in respect of any and claims,  losses,  damages,  liabilities
and expenses,  including,  without  limitation,  settlement costs and any legal,
accounting  and other  expenses for  investigating  or defending  any actions or
threatened  actions,  reasonably  incurred by the Purchaser,  in connection with
each and all of the following:

     (a)  Any breach of any  representation  or warranty made by the Seller,  or
          any of them, in this Agreement; and

     (b)  The breach of any covenant,  agreement or obligation of the Seller, or
          any of them,  contained  in this  Agreement  or any  other  instrument
          contemplated by this Agreement.

     9.2  Indemnification  by the Purchaser.  Purchaser shall indemnify and hold
the  Seller  harmless  in  respect  of any  and  all  claims,  losses,  damages,
liabilities and expenses,  including,  without limitation,  settlement costs and
any legal,  accounting  or other  expenses for  investigating  or defending  any
actions or threatened  action,  reasonably  incurred by the Seller in connection
with each and all of the following:


                                       12
<PAGE>

     (a)  Any breach of any  representation or warranty made by the Purchaser in
          this Agreement; and

     (b)  The breach of any  covenant,  agreement or obligation of the Purchaser
          contained in this Agreement or any other  instrument  contemplated  by
          this Agreement.

     9.3  Claims  for  Indemnification.  Whenever  any  claim  shall  arise  for
indemnification  hereunder, the party entitled to indemnification  ("Indemnified
Party")  shall  promptly  notify the other party  ("Indemnifying  Party") of the
claims and, when known, the facts  constituting the basis for such claim. In the
event of any claim for indemnification hereunder resulting from or in connection
with  any  claim  or legal  proceedings  by a third  party,  the  notice  to the
Indemnifying  Party shall  specify,  if known,  the amount or an estimate of the
amount of the  liability  arising  therefrom.  The  Indemnified  Party shall not
settle or  compromise  any claim by a third  party for which it is  entitled  to
indemnification hereunder, without the prior written consent of the Indemnifying
Party (which  shall not be  unreasonably  withheld)  unless suit shall have been
instituted against it and the Indemnifying Party shall not have taken control of
such suit after notification thereof as provided herein.

     9.4 Defense by Indemnifying Party. In connection with any claim giving rise
to  indemnity  hereunder  resulting  from or  arising  out of any claim or legal
proceeding by a person who is not a party to this  Agreement,  the  Indemnifying
Party at its sole cost and expense may, upon written  notice to the  Indemnified
Party,  assume  the  defense  of  any  such  claim  or  legal  proceeding  if it
acknowledges  to the  Indemnified  Party in writing its obligations to indemnify
the  Indemnified  Party  with  respect  to  all  elements  of  such  claim.  The
Indemnified  Party shall be entitled to  participate  in (but not  control)  the
defense of any such  action,  with its  counsel and at its own  expense.  If the
Indemnifying  Party does not assume the defense of any such claim or  litigation
resulting therefrom,  (a) the Indemnified Party may defend against such claim or
litigation,  in such  manner  as it may  deem  appropriate,  including,  but not
limited to,  settling such claim or litigation,  after giving notice of the same
to the  Indemnifying  Party,  on such  terms as the  Indemnified  Party may deem
appropriate,  and (b) the Indemnifying Party shall be entitled to participate in
(but not control)  the defense of such  action,  with its counsel and at its own
expense.  If the  Indemnifying  Party thereafter seeks to question the manner in
which the  Indemnified  Party  defended  such third party claim or the amount or
nature of any such settlement,  the Indemnifying  Party shall have the burden to
prove by a  preponderance  of the evidence  that the  Indemnified  Party did not
defend  or  settle  such  third  party  claim in a  reasonably  prudent  manner.
Notwithstanding  anything to the contrary set forth herein,  in no event may the
Indemnifying  Party enter into any settlement  without the prior written consent
of the Indemnified Party.


                                       13
<PAGE>


                                    ARTICLE X
                            DOCUMENTS AND INSTRUMENTS
                           TO BE DELIVERED AT CLOSING

     10.1 The  Purchaser to the Seller.  On the  Closing,  the  Purchaser  shall
deliver or cause to be delivered the following  instruments and documents to the
Seller:

     (1)  a promissory note executed by the President and Secretary of Purchaser
          in the amount of one hundred fifty thousand dollars  ($150,000).  Such
          promissory  note will  include a repayment  term of six (6) months and
          will not bear any interest; and

     (2)  a  royalty  agreement  executed  by the  President  and  Secretary  of
          Purchaser entitling Seller to ten percent (10%) of the Net Profits.

     10.2 The Seller to the Purchaser.  On the Closing, the Seller shall deliver
or cause to be delivered to the Purchaser all books, records,  journals,  disks,
documents,  memoranda and other instruments relating to the Screenplay which are
necessary or  appropriate  to enable the  Purchaser,  to utilize and exploit the
Screenplay to the maximum extent permitted by law after the Closing,  including,
but not limited to, all copies of the Screenplay in the possession of Seller.

                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.1 Notices. Any notice,  direction or instrument required or permitted to
be given pursuant to this  Agreement  shall be given in writing by (a) telegram,
facsimile  transmission  or  similar  method,  if  confirmed  by mail as  herein
provided,  by mail; (b) if mailed postage  prepaid,  by certified  mail,  return
receipt  requested;  or (iii) hand delivery to any party at the addresses of the
parties  specified,  below.  If given by telegram or facsimile  transmission  or
similar method or by hand delivery,  such notice,  direction or instrument shall
be deemed to have been  given or made on the day on which it was  given,  and if
mailed,  shall be deemed to have been given or made on the second (2nd) business
day  following  the day after which it was mailed.  Any party may,  from time to
time by similar notice, give notice of any change of address, and in such event,
the  address  of such  party  shall be deemed  to be  changed  accordingly.  The
address,  telephone number and facsimile  transmission  number for the notice of
each party are:


                                       14
<PAGE>


         If to the Seller:                        Charlie Chance Productions

                                                  ---------------------------
                                                  ---------------------------
                                                  ---------------------------


         If to Purchaser:                         ClubCharlie.com, Inc.

                                                   ---------------------------
                                                   ---------------------------
                                                   ---------------------------


     11.2 Recovery of Enforcement  Costs. In the event any party shall institute
any action or  proceeding  to enforce any  provision  of this  Agreement to seek
relief from any violation of this Agreement, or to otherwise obtain any judgment
or order relating to or arising from the subject matter of this Agreement,  each
prevailing  party  shall be  entitled  to receive  from each  losing  party such
prevailing  party's  actual  attorneys'  fees and costs incurred to prosecute or
defend such action or proceeding.

     11.3 Assignment.  No party shall have the right, without the consent of the
other party,  to assign,  transfer,  sell,  pledge,  hypothecate,  delegate,  or
otherwise transfer,  whether voluntarily,  involuntarily or by operation of law,
any of such party's  rights or  obligations  created by the  provisions  of this
Agreement,  nor shall the parties' rights be subject to encumbrance or the claim
of creditors.  Any such purported  assignment,  transfer, or delegation shall be
null and void.

     11.4 Captions and Interpretations. Captions of the articles and sections of
this Agreement are for  convenience  and reference only, and the works specified
therein  shall  in no way be  held to  explain,  modify,  amplify  or aid in the
interpretation,  construction,  or meaning of the provisions of this  Agreement.
The language in all parts to this Agreement, in all cases, shall be construed in
accordance  with the fair meaning of that language as if prepared by all parties
and not strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement.  The rule of construction,  which requires a court
to resolve  any  ambiguities  against  the  drafting  party,  shall not apply in
interpreting the provisions of this Agreement.

     11.5 Entire  Agreement.  This  Agreement and the exhibits to this Agreement
are the final written expression and the complete and exclusive statement of all
the agreements, conditions, promises, representations,  warranties and covenants
between the parties with respect to the subject  matter of this  Agreement,  and
this Agreement supersedes all pri


                                       15
<PAGE>


or or contemporaneous  agreements,  negotiations,  representations,  warranties,
covenants,  understandings and discussions by and between and among the parties,
their  respective  representatives,  and any other  person,  with respect to the
subject matter specified in this Agreement.  No provision of any exhibit to this
Agreement  shall  supersede or annul the terms and provisions of this Agreement,
unless the matter  specified in such exhibit shall  explicitly so provide to the
contrary,  in the event of  ambiguity  in meaning or  understanding  between the
provisions of this Agreement proper and the appended exhibits, the provisions of
this Agreement shall prevail and control in all instances.

     11.6 Choice of Law and Consent to  Jurisdiction.  This  Agreement  shall be
deemed  to have  been  entered  into  in the  State  of  Nevada.  All  questions
concerning  the validity,  interpretation,  or  performance of any of the terms,
conditions  and  provisions  of  this  Agreement  or of  any of  the  rights  or
obligations  of the parties  shall be governed  by, and  resolved in  accordance
with,  the laws of the  State of  Nevada,  without  regard to  conflicts  of law
principles.

     11.7 Waiver and Modification.  No modification,  supplement or amendment of
this Agreement or of any covenant,  condition,  or limitation  specified in this
Agreement shall be valid unless the same is made in writing and duly executed by
both parties. No waiver of any covenant,  condition,  or limitation specified in
this  Agreement  shall be valid  unless  the  same is made in  writing  and duly
executed by the party  making the  waiver.  No waiver of any  provision  of this
Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.

     11.8  Number  and  Gender.  Whenever  the  singular  number is used in this
Agreement and, when required by the context,  the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders,  and  vice  versa,  and the word  "person"  shall  include  individual,
company, sole proprietorship,  corporation,  joint venture,  association,  joint
stock  company,   fraternal   order,   cooperative,   league,   club,   society,
organization,  trust,  estate,  governmental  agency,  political  subdivision or
authority,  firm,  municipality,  congregation,  partnership,  or other  form of
entity.

     11.9  Successors  and Assigns.  This  Agreement and each of its  provisions
shall obligate the heirs, executors, administrators,  successors, and assigns of
each of the parties.  Nothing  specified in this  section,  however,  shall be a
consent to the assignment or delegation by any party of such party's  respective
rights and obligations created by the provisions of this Agreement.


                                       16
<PAGE>


     11.10 Third  Party  Beneficiaries.  Except as  expressly  specified  by the
provisions of this  Agreement,  this Agreement  shall not be construed to confer
upon or give to any person,  other than the parties hereto, any right, remedy or
claim  pursuant to, or by reason of, this  Agreement or of any term or condition
of this Agreement.

     11.11  Severability.  In the  event  any  part of this  Agreement,  for any
reason, is determined by a court of competent  jurisdiction to be invalid,  such
determination  shall not affect the  validity of any  remaining  portion of this
Agreement,  which remaining  portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated. It
is hereby  declared the  intention of the parties that they would have  executed
the remaining  portion of this Agreement without including any such part, parts,
or portion which, for any reason, may be hereafter determined to be invalid.

     11.12  Governmental  Rules and  Regulations.  The Transactions is and shall
remain subject to any and all present and future orders,  rules and  regulations
of any duly constituted authority having jurisdiction of the Transaction.

     11.13 Execution in Counterparts. This Agreement may be prepared in multiple
copies and forwarded to each of the parties for execution. All of the signatures
of the  parties  may be  affixed  to one  copy  or to  separate  copies  of this
Agreement  and when all such copies are  received and signed by all the parties,
those copies shall constitute one agreement which is not otherwise  separable or
divisible.  Counsel for Purchaser shall keep all of such signed copies and shall
conform one copy to show all of those signatures and the dates thereof and shall
mail a copy of such  conformed  copy to each of the parties  within  thirty (30)
days after the receipt by such counsel of the last signed copy, and such counsel
shall cause one such conformed copy to be filed in the principal  office of such
counsel.

     11.14 Reservation of Rights.  The failure of any party at any time or times
hereafter  to  require  strict  performance  by any  other  party  of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect of diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and with  respect to any other  provisions,  warranties,
terms,  and conditions  specified in this  Agreement.  Any waiver of any default
shall  not  waive or  affect  any other  default,  whether  prior or  subsequent
thereto,   and  whether  the  same  or  of  a  different   type.   None  of  the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
knowledge of any party,  its agents,  trustees,  officers,  or employees and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to any non-waiving party specifying such waiver,  and

                                       17
<PAGE>


each  party  reserves  such  party's  rights to insist  upon  strict  compliance
herewith  at  all  times.

     11.15 Survival of Covenants, Representations and Warranties. All covenants,
representations,  and warranties  made by each party to this Agreement  shall be
deemed  made for the  purpose  of  inducing  the other  party to enter  into and
execute this Agreement. The representations, warranties, and covenants specified
in this Agreement shall survive the Closing and shall survive any  investigation
by either party  whether  before or after the execution of this  Agreement.  The
covenants,  representations, and warranties of the Seller and Purchaser are made
only to and for the  benefit of the other and shall not create or vest rights in
other persons.

     11.16 Concurrent  Remedies.  No right or remedy specified in this Agreement
conferred  on or  reserved  to the  parties is  exclusive  of any other right or
remedy  specified in this  Agreement or by law or equity  provided or permitted;
but each such right and remedy shall be cumulative of, and in addition to, every
other right and remedy specified in this Agreement or now or hereafter  existing
at law or in equity or by statute or otherwise, and may be enforced concurrently
therewith or from time to time. The termination of this Agreement for any reason
whatsoever  shall not prejudice  any right or remedy,  which any party may have,
either at law, in equity, or pursuant to the provisions of this Agreement.

     11.17  Force  Majeure.  If any  party is  rendered  unable,  completely  or
partially,  by the  occurrence  of an  event  of  "force  majeure"  (hereinafter
defined) to perform such party's  obligations  created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of the
event of "force majeure" with reasonably  complete  particulars  concerning such
event;  thereupon,  the  obligations of the party giving such notice,  so far as
those  obligations  are  affected  by the  event of  "force  majeure,"  shall be
suspended  during,  but no longer than,  the  continuance of the event of "force
majeure."  The party  affected  by such event of "force  majeure"  shall use all
reasonable  diligence to resolve,  eliminate  and  terminate the event of "force
majeure"  as quickly as  practicable.  The  requirement  that an event of "force
majeure"  shall  be  remedied  with  all  reasonable   dispatch  as  hereinabove
specified,  shall not require the settlement of strikes, lockouts or other labor
difficulties  by the party involved,  contrary to such party's  wishes,  and the
resolution of any and all such difficulties shall be handled entirely within the
discretion of the party concerned. The term "force majeure" as used herein shall
be defined as and mean any act of God,  strike,  civil  disturbance,  lockout or
other industrial  disturbance,  act of the public enemy, war,  blockage,  public
riot, earthquake,  tornado, hurricane,  lightening,  fire, public demonstration,
storm, flood, explosion,  governmental action,  governmental delay, restraint or
inaction,  unavailability of equipment, and any other cause



                                       18
<PAGE>


or event,  whether of the kind  enumerated  specifically  herein,  or otherwise,
which  is  not  reasonably  within  the  control  of  the  party  claiming  such
suspension.

     11.18 Consent to Agreement.  By executing this Agreement,  each party,  for
itself represents such party has read or caused to be read this Agreement in all
particulars, and consents to the rights, conditions, duties and responsibilities
imposed upon such party as specified in this Agreement.  Each party  represents,
warrants and covenants  that such party  executes and delivers this Agreement of
its own free will and with no  threat,  undue  influence,  menace,  coercion  or
duress, whether economic or physical. Moreover, each party represents, warrants,
and covenants that such party executes this Agreement acting on such party's own
independent judgment and upon the advice of such party's counsel.


IN WITNESS  WHEREOF,  the undersigned have caused this Agreement to be signed on
the date first written above.



ClubCharlie.com, Inc.,                      Charlie Chance Productions,
a Nevada corporation                        a Canadian corporation

By: /s/ [ILLEGIBLE]                   By:  /s/ [ILLEGIBLE]
    -------------------                    -------------------
Its: President                             Its: President

By:                                   By:
    -------------------                    -------------------
Its: Secretary                             Secretary


                                       19