EXHIBIT 99

                                    AGREEMENT

                      CONCERNING THE EXCHANGE OF SECURITIES

                                     BETWEEN

                              AMICI VENTURES, INC.

                                       AND

                             SIBLING PICTURES, INC.

                                       AND

                   THE STOCKHOLDERS OF SIBLING PICTURES, INC.

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                                      INDEX

                                                                           Page
                                                                           ----

ARTICLE I - EXCHANGE OF SECURITIES ...........................................3

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SIBLING PICTURES...............4

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF AMICI.........................7

ARTICLE IV - COVENANTS PRIOR TO THE CLOSING DATE ............................10

ARTICLE V - CONDITIONS PRECEDENT TO AMICI'S PERFORMANCE......................10

ARTICLE VI - CONDITIONS PRECEDENT TO SIBLING PICTURES PERFORMANCE............11

ARTICLE VII - CLOSING........................................................12

ARTICLE VIII - COVENANTS SUBSEQUENT TO THE CLOSING DATE......................12

ARTICLE IX - MISCELLANEOUS...................................................13

            Signatures.......................................................15

EXHIBITS

         Allocation of Shares                                   Exhibit 1.1
         Unaudited Financial Statements of Sibling Pictures     Exhibit 2.5
         Liens and Encumbrances re Sibling Pictures Assets      Exhibit 2.16
         Liens and Encumbrances re Amici Assets                 Exhibit 3.16
         Financial Statements of Amici                          Exhibit 3.5

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                                    AGREEMENT

      AGREEMENT made this 17th day of June , 2005, by and between Amici
Ventures, Inc., a New York corporation ("Amici"), Sibling Pictures Inc., a
      Delaware corporation ("Sibling Pictures"), and the stockholders of Sibling
Pictures (the "Sibling Pictures Stockholders") who are signatories hereto.

      WHEREAS, Amici desires to acquire all of the issued and outstanding shares
of common stock of Sibling  Pictures from the Sibling  Pictures  Stockholders in
exchange for newly issued unregistered shares of common stock of Amici;

      WHEREAS,  Sibling Pictures desires to assist Amici in acquiring all of the
issued and outstanding common stock of Sibling Pictures pursuant to the terms of
this Agreement; and

      WHEREAS,  all of the Sibling Pictures  Stockholders,  by execution of this
Agreement,  agree to  exchange  all  common  shares of Sibling  Pictures  for an
aggregate of 10,785,000 common shares of Amici, on a one for one basis.

      NOW,  THEREFORE,  in consideration  of the mutual promises,  covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

                                    ARTICLE I

                             Exchange of Securities

      1.1 Issuance of  Securities.  Subject to the terms and  conditions of this
Agreement,  Amici agrees to issue and exchange:  (a)  10,785,000  fully paid and
nonassessable  unregistered  shares of its no par value common stock (the "Amici
Shares")  for all 80 issued and  outstanding  shares of the no par value  common
stock of Sibling  Pictures (the "Sibling  Pictures  Shares") held by the Sibling
Pictures  Stockholders  on the basis of 60,000  Amici  Shares  for each  Sibling
Pictures Shares ( and pro rata with respect to any fractional  Sibling  Pictures
Shares issued and outstanding), and (ii) agrees to issue in consideration of the
cancellation of warrants to be issued by Sibling Entertainment Inc. to JP Turner
& Company LLC ( pursuant to the financing  commitment  agreement  dated February
28, 2005 by and among SEI, Sibling Pictures,  Sibling Pictures Fund , LLC and JP
Turner & Company LLC),  such Amici  Warrants to permit the purchase of a maximum
of 506,667  shares at a price of $1.50 per share  (the  "Amici  Warrants").  The
Sibling Pictures Shares constitute all of the issued and outstanding  securities
of Sibling Pictures. Exhibit 1.1 lists all Sibling Pictures Stockholders,  their
securities  in Sibling  Pictures  and the number of Amici Shares to be issued to
them.  All  Amici  Shares  will  be  issued  directly  to the  Sibling  Pictures
Stockholders on the Closing Date, as hereinafter defined.

      1.2  Corporate  Action by Amici.  On the Closing  Date of this  Agreement,
Amici shall have taken the following corporate action:

      (1) The Amici Board of Directors  shall have duly authorized the execution
and delivery of this Agreement by Amici.

      (2) Amici shall have authorized the issuance of the Amici Shares and Amici
Warrants. The shares underlying the Amici Shares shall be registered pursuant to
the Registration Statement on Form SB-2 ("Registration Statement"), described in
paragraph 8.1(b), below.

      1.3 Exemption from Registration.  The parties hereto intend that all Amici
securities to be issued to the Sibling Pictures security holders shall be exempt
from the  registration  requirements  of the  Securities Act of 1933, as amended
(the "Act"),  pursuant to Section 4(2) of the Act and the rules and  regulations
promulgated thereunder.

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                                   ARTICLE II

               Representations and Warranties of Sibling Pictures

      Sibling Pictures hereby represents and warrants to Amici that:

      2.1  Organization.  Sibling  Pictures  is a  corporation  duly  organized,
validly  existing  and in good  standing  under  the laws of  Delaware,  has all
necessary corporate powers to own its properties and to carry on its business as
now owned and  operated by it, and is duly  qualified  to do business  and is in
good standing in each of the states where its business requires qualification.

      2.2 Capital.  The authorized  capital stock of Sibling  Pictures  consists
solely  of 1,500  shares  of no par value  common  stock,  of which 80 shares of
common stock are issued and outstanding.  All of the outstanding common stock of
Sibling Pictures is duly and validly issued, fully paid and nonassessable. There
are  no  outstanding  subscriptions,   options,  rights,  warrants,  debentures,
instruments,   convertible   securities  or  other   agreements  or  commitments
obligating Sibling Pictures to issue or to transfer from treasury any additional
shares of its capital stock of any class.

      2.3  Subsidiaries.  Sibling Pictures does not have any subsidiaries or own
any  interest  in any other  enterprise,  except  its  interest  in the  Sibling
Pictures Fund LLC.

      2.4 Directors and Officers. The names and titles of all directors and
officers of Sibling Pictures as of the date of this Agreement are as follows:
Mitchell Maxwell, Victoria Maxwell, and Jay Cardwe4ll

      2.5  Financial  Statements.  Exhibit 2.5 hereto  consists of the unaudited
financial  statements of Sibling  Pictures for the twelve months ended March 31,
2005  (the  "Sibling  Pictures  Financial  Statements").  The  Sibling  Pictures
Financial  Statements have been prepared in accordance  with generally  accepted
accounting  principles and practices  consistently  followed by Sibling Pictures
throughout the periods  indicated,  and fairly present the financial position of
Sibling  Pictures as of the date of the balance  sheets  included in the Sibling
Pictures  Financial  Statements  and the results of  operations  for the periods
indicated.

      2.6  Absence of  Changes.  Since  March 31,  2005,  there has not been any
change in the financial condition or operations of Sibling Pictures,  except for
changes  in the  ordinary  course of  business,  which  changes  have not in the
aggregate been materially adverse.

      2.7 Absence of  Undisclosed  Liabilities.  As of March 31,  2005,  Sibling
Pictures did not have any material debt,  liability or obligation of any nature,
whether accrued, absolute, contingent or otherwise, and whether due or to become
due, that is not reflected in the Sibling Pictures Financial Statements.

      2.8 Tax Returns.  Sibling  Pictures has filed all tax returns  required by
law and has paid all taxes,  assessments  and  penalties  due and  payable.  The
provisions  for taxes,  if any,  reflected  in Exhibit 2.5 are  adequate for the
periods  indicated.  There are no  present  disputes  as to taxes of any  nature
payable by Sibling Pictures.

      2.9 Investigation of Financial  Condition.  Without in any manner reducing
or otherwise mitigating the representations  contained herein,  Amici, its legal
counsel  and  accountants  shall  have  the  opportunity  to meet  with  Sibling
Picture's  accountants  and  attorneys  to discuss the  financial  condition  of
Sibling  Pictures.  Sibling Pictures shall make available to Amici all books and
records of Sibling Pictures.

      2.10 Patents and Rights.  Sibling  Pictures  owns and holds all  necessary
trademarks,  service marks,  trade names,  copyrights,  patents and  proprietary
information  and other  rights  necessary  or  material  to its  business as now
conducted or proposed to be conducted.

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      2.11 Compliance with Laws. Sibling Pictures has complied with, and is not
in violation of, any U.S., Delaware and Chilean statutes, laws and regulations,
including any U.S. federal and state securities laws.

      2.12 Litigation.  Sibling Pictures is not a defendant in any suit, action,
arbitration  or  legal,  administrative  or other  proceeding,  or  governmental
investigation  which is pending or, to the Amici knowledge of Sibling  Pictures,
threatened  against or affecting  Sibling  Pictures or its  business,  assets or
financial  condition.  Sibling  Pictures is not in default  with  respect to any
order,  writ,  injunction  or  decree  of  any  court,  department,   agency  or
instrumentality  applicable  to  it.  Sibling  Pictures  is not  engaged  in any
material litigation to recover monies due to it.

      2.13 Authority.  The Board of Directors of Sibling Pictures has authorized
the  execution  of this  Agreement  and  the  consummation  of the  transactions
contemplated  herein,  and  Sibling  Pictures  has full power and  authority  to
execute,  deliver and perform  this  Agreement,  and this  Agreement is a legal,
valid and binding  obligation  of Sibling  Pictures  under  Delaware  law and is
enforceable in accordance with its terms and conditions.

      2.14 Ability to Carry Out Obligations.  The execution and delivery of this
Agreement by Sibling  Pictures and the  performance  by Sibling  Pictures of its
obligations  hereunder  in the  time and  manner  contemplated  will not  cause,
constitute  or conflict  with or result in (a) any breach or violation of any of
the  provisions  of or  constitute  a  default  under  any  license,  indenture,
mortgage,  instrument,  article of  incorporation,  bylaw, or other agreement or
instrument  to which Sibling  Pictures is a party,  or by which it may be bound,
nor will any consents or  authorizations of any party other than those hereto be
required,  (b) an  event  that  would  permit  any  party  to any  agreement  or
instrument to terminate it or to accelerate the maturity of any  indebtedness or
other obligation of Sibling  Pictures,  or (c) an event that would result in the
creation  or  imposition  of any  lien,  charge or  encumbrance  on any asset of
Sibling Pictures.

      2.15 Full Disclosure.  None of the  representations and warranties made by
Sibling Pictures herein or in any exhibit,  certificate or memorandum  furnished
or to be  furnished  by Sibling  Pictures,  or on its  behalf,  contains or will
contain any untrue  statement  of material  fact or omit any  material  fact the
omission of which would be misleading.

      2.16 Assets.  Sibling Pictures has good and marketable title to all of its
property,  free and  clear of all  liens,  claims  and  encumbrances,  except as
otherwise indicated in Exhibit 2.16.

      2.17  Material  Contracts.  Sibling  Picture's  contract  with JP Tanner &
Company, LLC is its only material contract.

      2.18  Indemnification.  Sibling  Pictures agrees to indemnify,  defend and
hold Amici  harmless  against  and in respect  of any and all  claims,  demands,
losses,  costs,  expenses,  obligations,  liabilities,  damages,  recoveries and
deficiencies,  including interest,  penalties and reasonable attorney fees, that
it shall  incur or  suffer,  which  arise out of,  result  from or relate to any
breach of, or failure by Sibling Pictures to perform any of its representations,
warranties,  covenants  or  agreements  in this  Agreement  or in any  schedule,
certificate, exhibit or other instrument furnished or to be furnished by Sibling
Pictures under this Agreement.

      2.19  Criminal  or Civil  Acts.  For a period  of ten  years  prior to the
execution  of this  Agreement,  no  executive  officer,  director  or  principal
stockholder of Sibling Pictures has been convicted of a felony crime,  filed for
personal bankruptcy,  been the subject of a Commission judgment or decree, or is
currently the subject to any  investigation in connection with a felony crime or
Commission proceeding.

      2.20  Restricted  Securities.  Sibling  Pictures and the Sibling  Pictures
Stockholders,  by execution of this  Agreement and  acknowledge  that all of the
Amici  securities  issued by Amici are  restricted  securities  and none of such
securities  may be sold  or  publicly  traded  except  in  accordance  with  the
provisions of the Act.

      2.21 Further Representations. Each Sibling Pictures Stockholder further
represents and warrants that:

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      (a) Such Sibling Pictures Stockholder is acquiring the Amici Shares solely
for his or its own account,  for long-term investment purposes only and not with
a view to sale or other  distribution  and  agrees  not to dispose of any of the
Amici Shares unless and until counsel for Amici shall have  determined  that the
intended  disposition is permissible  and does not violate the Securities Act of
1933,  and any  applicable  state  securities  laws  or  rules  and  regulations
promulgated thereunder.

      (b) All information,  financial and otherwise, or documentation pertaining
to all aspects of such Sibling Pictures  Stockholder's  acquisition of the Amici
Shares  and the  activities  and  financial  information  of Amici has been made
available  to  such  Sibling   Pictures   Stockholder  (or  such   stockholder's
representatives,  if any), and each such Sibling  Pictures  Stockholder  has had
ample  opportunity  to meet with and ask questions of senior  officers of Amici,
and has received satisfactory answers to any questions asked.

      (c) Such Sibling Pictures Stockholder is an experienced investor, has made
speculative investments in the past and is capable of analyzing the merits of an
investment in the Amici Shares.

      (d) Such Sibling  Pictures  Stockholder is the record and beneficial owner
of an aggregate of the number of Sibling Pictures Shares set forth opposite such
stockholder's name on Exhibit 1.1 hereto, free and clear of all liens,  pledges,
security  interests,  charges,  claims,  right of first offer or first  refusal,
buy/sell  agreement  and any other  restriction  or covenant  with respect to or
condition governing the use, construction,  voting, transfer,  receipt of income
or  exercise of any other  attribute  of  ownership  and other  encumbrances  of
whatever nature (collectively, the "Encumbrances"). The transfer and delivery of
the  Sibling  Pictures  Shares  to  Amici  pursuant  to the  provisions  of this
Agreement will transfer to Amici legal and valid title  thereto,  free and clear
of any and all Encumbrances.

      (e) Such  Sibling  Pictures  Stockholder  has full power and  authority to
execute this Agreement and consummate the transactions  contemplated hereby, and
this Agreement is binding upon such Sibling Pictures Stockholder and enforceable
in accordance with its terms.

      (f) This  Agreement and the other  agreements,  documents and  instruments
executed and delivered by the such Sibling  Pictures  Stockholder  in connection
herewith  have been duly and validly  executed  and  delivered  by such  Sibling
Pictures  Stockholder and constitute legal, valid and binding agreements of such
Sibling  Pictures   Stockholder,   enforceable  against  such  Sibling  Pictures
Stockholder  in  accordance   with  their   respective   terms  except  as  such
enforceability  may be limited by bankruptcy,  insolvency or similar laws and by
equitable principles.

                                   ARTICLE III

                     Representations and Warranties of Amici

      Amici represents and warrants to Sibling Pictures that:

      3.1 Organization.  Amici is a corporation duly organized, validly existing
and in good standing  under the laws of Colorado,  has all  necessary  corporate
powers to carry on its business,  and is duly qualified to do business and is in
good standing in each of the states where its business requires qualification.

      3.2 Capital.  The  authorized  capital  stock of Amici on the Closing Date
will consist of (i)  30,000,000  shares of no par value common  stock,  of which
9,865,000  shares of common stock will be issued and  outstanding on the Closing
Date. All of the outstanding common stock is duly and validly issued, fully paid
and  nonassessable.  There  are no  other  outstanding  subscriptions,  options,
rights,  warrants,  debentures,  instruments,  convertible  securities  or other
agreements or commitments obligating Amici to issue or to transfer from treasury
any  additional  shares of its capital stock of any class except as set forth on
Exhibit 3.2 hereto.

      3.3 Subsidiaries. Amici does not have any subsidiaries or own any interest
in any other enterprise.

<PAGE>

      3.4 Directors and Officers. The name and title of all directors and
officers of Amici are:

      3.5  Financial  Statements.  Exhibit  3.5 hereto  consists  of the audited
financial  statements  of Amici  for the  period  ended  June  30,  2004 and the
unaudited financial statements of Amici for the nine months ended March 31, 2005
(the "Amici  Financial  Statements").  The Amici Financial  Statements have been
prepared  in  accordance  with  generally  accepted  accounting  principles  and
practices  consistently  followed by Amici throughout the period indicated,  and
fairly  present the  financial  position of Amici as of the dates of the balance
sheets included in the Amici Financial  Statements and the results of operations
for the periods indicated.

      3.6  Absence of  Changes.  Since  March 31,  2005,  there has not been any
material  change in the financial  condition or  operations of Amici,  except as
contemplated by this Agreement.

      3.7 Absence of Undisclosed  Liabilities.  As of March 31, 2005,  Amici did
not have any material  debt,  liability  or  obligation  of any nature,  whether
accrued,  absolute,  contingent or otherwise,  and whether due or to become due,
that is not reflected in the Amici Financial Statements.

      3.8 Tax  Returns.  Within the times and in the manner  prescribed  by law,
Amici has filed all federal, state and local tax returns required by law and has
paid all taxes, assessments, and penalties due and payable.

      3.9 Investigation of Financial  Condition.  Without in any manner reducing
or otherwise mitigating the representations  contained herein, Sibling Pictures,
its legal  counsel  and  accountants  shall  have the  opportunity  to meet with
Amici's  accountants and attorneys to discuss the financial  condition of Amici.
Amici shall make available to Sibling Pictures all books and records of Amici.

      3.10 Patents and Rights. Amici does not own nor use any patent, trademark,
service mark, trade name or copyright in its business.

      3.11  Compliance  with  Laws.  Amici  has  complied  with,  and  is not in
violation of, applicable federal,  state or local statutes,  laws or regulations
including federal and state securities laws.

      3.12  Litigation.   Amici  is  not  a  defendant  in  any  suit,   action,
arbitration,  or legal,  administrative  or other  proceeding,  or  governmental
investigation  which is pending or, to the Amici knowledge of Amici,  threatened
against or affecting Amici or its business, assets or financial condition. Amici
is not in default with respect to any order,  writ,  injunction or decree of any
federal,  state, local or foreign court,  department,  agency or instrumentality
applicable  to it.  Amici is not engaged in any material  litigation  to recover
monies due to it.

      3.13  Authority.  The  Board of  Directors  of Amici  has  authorized  the
execution of this Agreement and the transactions  contemplated herein, and Amici
has full power and authority to execute, deliver and perform this Agreement, and
this  Agreement  is the legal,  valid and binding  obligation  of Amici,  and is
enforceable in accordance with its terms and conditions.

      3.14 Ability to Carry Out Obligations.  The execution and delivery of this
Agreement by Amici and the  performance  by Amici of its  obligations  hereunder
will not  cause,  constitute  or  conflict  with or result in (a) any  breach or
violation of any of the provisions of or constitute a default under any license,
indenture,  mortgage,  instrument,  article  of  incorporation,  bylaw  or other
agreement or instrument to which Amici is a party,  or by which it may be bound,
nor will any consents or  authorization  of any party other than those hereto be
required,  (b) an  event  that  would  permit  any  party  to any  agreement  or
instrument to terminate it or to accelerate the maturity of any  indebtedness or
other  obligation of Amici, or (c) an event that would result in the creation or
imposition of any lien, charge or encumbrance on any asset of Amici.

      3.15 Full Disclosure.  None of the  representations and warranties made by
Amici herein,  or in any exhibit,  certificate or memorandum  furnished or to be
furnished  by  Amici or on its  behalf,  contains  or will  contain  any  untrue
statement of material fact or omit any material fact the omission of which would
be misleading.

<PAGE>

      3.16 Assets. Amici has good and marketable title to all of its properties,
free and clear of all  liens,  claims  and  encumbrances,  except  as  otherwise
indicated on the Amici Financial Statements or Exhibit 3.16 hereto.

      3.17 Material Contracts. Amici has no material contracts.

      3.18 Indemnification.  Amici agrees to indemnify,  defend and hold Sibling
Pictures harmless against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties, and reasonable attorney fees, that it shall incur
or  suffer,  which  arise out of,  result  from or relate to any  breach  of, or
failure by Amici to perform any of its representations, warranties, covenants or
agreements in this Agreement or in any schedule,  certificate,  exhibit or other
instrument furnished or to be furnished by Amici under this Agreement.

      3.19  Criminal  or Civil  Acts.  For a period  of ten  years  prior to the
execution  of this  Agreement,  no  executive  officer,  director  or  principal
stockholder  of Amici has been  convicted of a felony crime,  filed for personal
bankruptcy, been the subject of a Commission judgment or decree, or is currently
the  subject  to an  investigation  in  connection  with  any  felony  crime  or
Commission proceeding.

                                   ARTICLE IV

                       Covenants Prior to the Closing Date

      4.1  Investigative  Rights.  Prior to the Closing  Date,  each party shall
provide  to the  other  party,  and such  other  party's  counsel,  accountants,
auditors  and  other  authorized  representatives,  full  access  during  normal
business hours and upon reasonable advance written notice to all of each party's
properties,  books,  contracts,  commitments  and  records  for the  purpose  of
examining  the  same.  Each  party  shall  furnish  the  other  party  with  all
information  concerning  each party's  affairs as the other party may reasonably
request.

      4.2  Conduct of  Business.  Prior to the  Closing  Date,  each party shall
conduct its business in the normal  course and shall not sell,  pledge or assign
any assets without the prior written approval of the other party,  except in the
normal   course  of  business.   Neither  party  shall  amend  its  Articles  of
Incorporation or Bylaws (except as may be described in this Agreement),  declare
dividends,  redeem  or sell  stock  or other  securities,  incur  additional  or
newly-funded liabilities,  acquire or dispose of fixed assets, change employment
terms, enter into any material or long-term contract,  guarantee  obligations of
any third party,  settle or discharge any balance sheet receivable for less than
its stated amount,  pay more on any liability  than its stated amount,  or enter
into any other transaction other than in the normal course of business.  Neither
party  shall  enter  into  negotiations  with any third  party or  complete  any
transaction  with a third party  involving  the sale of any of its assets or the
exchange of any of its common stock.

                                    ARTICLE V

                   Conditions Precedent to Amici's Performance

      5.1  Conditions.  Amici's  obligations  hereunder  shall be subject to the
satisfaction  at or before the Closing of all the  conditions  set forth in this
Article  V. Amici may waive any or all of these  conditions  in whole or in part
without  prior  notice;  provided,  however,  that no such waiver of a condition
shall  constitute a waiver by Amici of any other  condition of or any of Amici's
other rights or remedies,  at law or in equity,  if Sibling Pictures shall be in
default  of any of its  representations,  warranties  or  covenants  under  this
Agreement.

      5.2 Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement,  all  representations  and  warranties  by Sibling  Pictures  in this
Agreement or in any written statement that shall be delivered to Amici

<PAGE>

by Sibling Pictures under this Agreement shall be true and accurate on and as of
the Closing Date as though made at that time.

      5.3  Performance.  Sibling  Pictures shall have  performed,  satisfied and
complied  with  all  covenants,  agreements  and  conditions  required  by  this
Agreement to be performed or complied with by it on or before the Closing Date.

      5.4 Absence of Litigation. No action, suit, or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against Sibling Pictures on or before the Closing Date.

                                   ARTICLE VI

              Conditions Precedent to Sibling Pictures' Performance

      6.1 Conditions.  Sibling Pictures'  obligations hereunder shall be subject
to the  satisfaction at or before the Closing of all the conditions set forth in
this Article VI.  Sibling  Pictures may waive any or all of these  conditions in
whole or in part without prior notice; provided, however, that no such waiver of
a condition shall constitute a waiver by Sibling Pictures of any other condition
of or any of Sibling Pictures' rights or remedies, at law or in equity, if Amici
shall be in default of any of its representations, warranties or covenants under
this Agreement.

      6.2 Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement,  all  representations and warranties by Amici in this Agreement or in
any written statement that shall be delivered to Sibling Pictures by Amici under
this  Agreement  shall be true and  accurate  on and as of the  Closing  Date as
though made at that time.

      6.3 Performance.  Amici shall have performed,  satisfied and complied with
all  covenants,  agreements  and  conditions  required by this  Agreement  to be
performed or complied with by it on or before the Closing Date.

      6.4 Absence of Litigation.  No action, suit or proceeding before any court
or  any   governmental   body  or  authority,   pertaining  to  the  transaction
contemplated  by  this  Agreement  or  to  its  consummation,  shall  have  been
instituted or threatened against Amici on or before the Closing Date.

      6.5  Corporate  Action.  On the Closing  Date,  Amici shall have taken the
corporate action described in paragraph 1.2, above.

                                   ARTICLE VII

                                     Closing

      7.1 Closing. The Closing of this Agreement shall be held at the offices of
Sierchio Greco & Greco, LLP. Simultaneously with the execution of this Agreement
by the  parties  hereto,  but not later than June 17,  2005  unless  extended by
mutual agreement (the "Closing Date"). At the Closing:

      (1)   Sibling  Pictures shall deliver to Amici  certificates  representing
            all  outstanding   Sibling  Pictures  Shares  and  Sibling  Pictures
            Warrants duly endorsed to Amici;

      (2)   Amici shall deliver to the Sibling Pictures Stockholders  10,785,000
            shares of Amici common stock,  for which the Sibling Pictures Shares
            have been exchanged as allocated in Exhibit 1.1 hereto;

<PAGE>

      (3)   Amici  shall  deliver (i) the  officer's  certificate  described  in
            paragraph  6.5 and  (ii) a  signed  consent  and/or  minutes  of its
            directors  approving  this  Agreement and each matter to be approved
            under this Agreement;

      (4)   Sibling  Pictures  shall  deliver  (i)  the  officer's   certificate
            described in paragraph 5.5, and (ii) a signed consent and/or minutes
            of its  directors  approving  this  Agreement  and each matter to be
            approved under this Agreement.

                                  ARTICLE VIII

                    Covenants Subsequent to the Closing Date

      8.1 Registration and Listing. As soon as practicable following the Closing
Date, Amici shall use its best efforts to:

(1)   File, and obtain effectiveness for, a Registration  Statement on Form SB-2
      covering the resale of the Amici Shares by the Sibling Picture Stockholder
      and in the case of SEI, for distribution to SEI's, in its sole discretion,
      stockholders on such terms as SEI and its  stockholders  may agree.  Amici
      shall  cause  the  Registration  Statement  to  remain  current  with  the
      Commission for at least 27 months following its effective date;

(2)   List Amici's common stock with Standard & Poor's OTC or corporate  manual;
      and

(3)   File and clear with the National Association of Securities Dealers, Inc. a
      Form  15c-2(11)  allowing  for the listing of Amici's  common stock on the
      Electronic Bulletin Board. Thereafter, Amici shall use its best efforts to
      at all times  maintain  its  Electronic  Bulletin  Board  listing or other
      listing on a recognized stock exchange;

                                   ARTICLE IX

                                  Miscellaneous

      9.1 Captions and Headings.  The article and paragraph headings  throughout
this  Agreement are for  convenience  and  reference  only and shall not define,
limit or add to the meaning of any provision of this Agreement.

      9.2 No Oral Change.  This  Agreement and any  provision  hereof may not be
waived,  changed,  modified or  discharged  orally,  but only by an agreement in
writing signed by the party against whom enforcement of any such waiver, change,
modification or discharge is sought.

      9.3  Non-Waiver.  The  failure  of any  party to insist in any one or more
cases upon the performance of any of the provisions,  covenants or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment  for the future of any such provisions,  covenants
or  conditions.  No waiver by any party of one breach by another  party shall be
construed as a waiver with respect to any other subsequent breach.

      9.4 Time of Essence.  Time is of the essence of this Agreement and of each
and every provision hereof.

      9.5 Entire  Agreement.  This Agreement  contains the entire  Agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings.

<PAGE>

      9.6 Choice of Law. This Agreement and its application shall be governed by
the laws of the state of New York.  The New York  courts  shall  have  exclusive
jurisdiction with respect to controversies arising under this Agreement.

      9.7 Counterparts.  This Agreement may be executed simultaneously in one or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

      9.8 Notices. All notices, requests, demands and other communications under
this  Agreement  shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given,  or on the third day after  mailing if mailed to the party to whom notice
is to be given, by first class mail,  registered or certified,  postage prepaid,
and properly addressed as follows:

      If to Amici:
                                Amici Ventures, Inc.
                                511 West 25th Street, Suite 503
                                New York, New York 10001

      If to Sibling Pictures or Sibling Picture Stockholders:

                                c/o Sibling Pictures, Inc.
                                511 West 25th Street, Suite 503
                                New York, New York 10001

      9.9 Binding Effect.  This Agreement shall inure to and be binding upon the
heirs, executors,  personal  representatives,  successors and assigns of each of
the parties to this Agreement.

      9.10 Mutual  Cooperation.  The parties  hereto shall  cooperate  with each
other to achieve the purpose of this  Agreement and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.

      9.11  Finders.  The parties  hereto  represent  that no finder has brought
about this Agreement,  and no finder's fee has been paid or is payable by either
party.

      9.12 Announcements. The parties will consult and cooperate with each other
as to  the  timing  and  content  of any  public  announcements  regarding  this
Agreement.

      9.13  Expenses.  Each party will pay its own legal,  accounting  and other
out-of-pocket  expenses  incurred  in  connection  with this  Agreement  if this
Agreement is closed.

      9.14 Survival of  Representations  and  Warranties.  The  representations,
warranties,  covenants and agreements of the parties set forth in this Agreement
or in any instrument, certificate, opinion or other writing providing for in it,
shall survive the Closing,  including but not limited to the covenants set forth
in Article VIII, above.

      9.15 Exhibits.  As of the execution hereof, the parties have provided each
other with the Exhibits  described herein.  Any material changes to the Exhibits
shall be immediately disclosed to the other party.

<PAGE>

      In witness  whereof,  the parties have executed this Agreement on the date
indicated above.

AMICI VENTURES, INC.                       SIBLING PICTURES INC.


By: /s/ Mitchell Maxwell                   By: /s/ Victoria Maxwell
    ------------------------------            ----------------------------------
    Mitchell Maxwell, President            Victoria Maxwell, President

SIBLING PICTURES STOCKHOLDERS


Zachwell Ltd.                               Sibling Entertainment, Inc.

By: /s/ Mitchell Maxwell                   By: /s/ Mitchell Maxwell
    ------------------------------            ----------------------------------
   Mitchell Maxwell, President             Mitchell Maxwell, President

/s/ Victoria Maxwell
---------------------------------
Victoria Maxwell

/s/ James S. Cardwell                      /s/ Chris Denune
---------------------------------          -------------------------------------
James Cardwell                             Chris Denune

/s/ Joseph Sierchio                        /s/ Richard Bernstein
---------------------------------          -------------------------------------
Joseph Sierchio                            Richard Bernstein

<PAGE>

                                   EXHIBIT 1.1

                    SCHEDULE OF SIBLING PICTURES STOCKHOLDERS
                                       AND
                           ALLOCATION OF AMICI SHARES

--------------------------------------------------------------------------------
                                   NO. OF SIBING
NAME                              PICUTRES SHARES           NO. OF AMICI SHARES
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Sibling Entertainment, Inc.               100                      6,000,000
--------------------------------------------------------------------------------
Zachwell Ltd.                             37                       2,220,000
--------------------------------------------------------------------------------
Victoria Maxwell                          16                         960,000
--------------------------------------------------------------------------------
James Cardwell                            16                         960,000
--------------------------------------------------------------------------------
Chris Denune                             0.75                         45,000
--------------------------------------------------------------------------------
Joseph Sierchio                            2                         120,000
--------------------------------------------------------------------------------
Richard Bernstein                          8                         480,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TOTALS                                   79.5                     10,785,000
--------------------------------------------------------------------------------

<PAGE>

Exhibit 2.5

                                      None

<PAGE>

Exhibit 2.16

                                      None

<PAGE>

Exhibit 3.16

                                      None