Filed by Automated Filing Services Inc. (604) 609-0244 - Paloma Enterprises, Inc. - Exhibit 10.1






SHARE EXCHANGE AGREEMENT

          This
Agreement, entered into this 31th day of October 2005, between Paloma
Enterprises Inc., a corporation organized under the laws of the State of Nevada
(the "Purchaser"), and the Shareholders (the “Shareholders") of Party
Productions Rentals Inc. incorporated in the state of California (the
"Company").

Witnesseth:

          WHEREAS,
Purchaser wishes to acquire, and Shareholders are willing to exchange, all of
the outstanding stock of the Company in exchange for common stock of the
Purchaser; 

          NOW,
THEREFORE, in consideration of the mutual terms and covenants set forth
herein, Purchaser and Shareholders approve and adopt this Acquisition Agreement
and mutually covenant and agree with each other as follows:

ARTICLE I
Shares to be Transferred and Shares to
be Issued

1.      a. On the closing date
the Shareholders shall transfer to Purchaser certificates for the number of
shares of the common stock of the Company described in Schedule "A" , attached
hereto and incorporated herein, which in the aggregate shall represent all of
the issued and outstanding shares of stock of the Company. Such certificates
shall be duly endorsed in blank by Shareholders or accompanied by duly executed
stock powers in blank with signatures guaranteed. Alternatively, the
shareholders may assign their rights to the shares if the shares have not been
physically issued in the form of stock certificates, or if the certificates have
been lost.

          b.
In exchange for the transfer of the common stock of the Company pursuant to
sub-section 1.a. hereof, Purchaser shall on or before August 01, 2006 (the
“Closing Date”), issue and deliver to the Shareholders 15,000,000 shares of
common stock of the Purchaser specified on Schedule "B" hereof. The Closing is
subject to independent verification that the financials of the Company are
auditable.

2.      The parties intend that
this acquisition and exchange of shares is to be a “tax free”
exchange/transaction pursuant to Section 368(a)(1)(b) of the Internal Revenue
Code of the United States.

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ARTICLE II 
Representations and Warranties of
Shareholders

          2.01      Ownership
of Stock.

.1.                   Shareholders
are the record owners and holders of the number of fully paid and non-assessable
shares of the Company listed in Schedule "A" hereto as of the date hereof and
will continue to own such shares of the stock of the Company until the delivery
thereof to the Purchaser on the closing date and all such shares of stock are or
will be on the closing date owned free and clear of all liens, encumbrances,
charges and assessments of every nature and subject to no restrictions with
respect to transferability. The Shareholders will have full power and authority
to assign and transfer their shares of the Company in accordance with the terms
hereof.

ARTICLE III
Representations and Warranties of
the Company and the Shareholders

          3.01     
Capitalization

          Except
for this Agreement, there are no outstanding options, contracts, calls,
commitments, agreements or demands of any character relating to the stock of the
Company owned by Shareholders.

          3.02      Organization
and Authority.

(a)                          The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of California, with all requisite corporate power
and authority to own, operate and lease its properties and to carry on its
business as now being conducted, is duly qualified and in good standing in every
jurisdiction in which the property owned, leased or operated by it, or the
nature of the business conducted by it, makes such qualification necessary to
avoid material liability or material interference in its business operations,
and is not subject to any agreement, commitment or understanding which restricts
or may restrict the conduct of its business in any jurisdiction or location.


(b)                         
The outstanding shares of the Company are legally and validly issued, fully paid
and non-assessable.

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(c)                          The
Company does not own five percent (5%) or more of the outstanding stock of any
corporation.

(d)                          The
minute book of the Company made available to Purchaser contains complete and
accurate records of all meetings and other corporate actions of the shareholders
and the Board of Directors (and any committee thereof) of the Company.

(e)                          The
minute book contains a current list of the officers, directors and shareholders
of the Company and copies of the articles of incorporation and by-laws currently
in effect of the Company.

(f)                          The
execution and delivery of this Agreement does not, and the consummation of the
transaction contemplated hereby will not, subject to the approval and adoption
by the Shareholders of the Company, violate any provision of the
certificate/articles of incorporation or bylaws of the Company, or any
provisions thereof, or result in the acceleration of any obligation under, any
mortgage, lien, lease, agreement, instrument, court order, arbitration award,
judgment or decree to which the Company is a party, or by which it is bound, and
will not violate any other restriction of any kind or character to which it is
subject.

(g)                          The
authorized capital stock of the Company consists of the following:

                    Common
Stock. The Company has authorized 1,000,000 shares of common stock, no par
value, of which 1,000,000 shares of such stock will be issued and outstanding at
the time of closing.

          3.03     
Financial Statements.

                       (a)     
Un-audited financial statements (hereafter "financial statements") of the
Company have been delivered by the Company to the Purchaser. Said financial
statements are true and correct in all material respects and present an accurate
and complete disclosure of the financial condition of the Company as of its date
and for the periods covered.

                       (b)      All
accounts receivable, if any, (net of reserves for doubtful accounts) of the
Company shown on the books of account on the statement date and as incurred in
the normal course of business since that date, are collectible in the normal
course of business.

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                       (c)      The
Company has good and marketable title to all of its assets, business and
properties including, without limitation, all such properties reflected in the
balance sheet as of the statement date except as disposed of in the normal
course of business, free and clear of any mortgage, lien, pledge, charge, claim
or encumbrance, except as shown on said balance sheet as of the statement date
and, in the case of real properties except for rights-of-way and easements which
do not adversely affect the use of such property.

          3.04      Changes
Since the Statement Date. Since the financial statement date, there will not
have been any material negative change in the financial position or assets of
the Company.

          3.05      Liabilities.
To the best of the knowledge of management, there are no material liabilities of
the Company, whether accrued, absolute, contingent or otherwise, which arose or
relate to any transaction of the Company, its agents or servants occurring prior
to the statement date, which are not disclosed by or reflected in said financial
statements. There are no such liabilities of the Company which have arisen or
relate to any transaction of the Company, its agents or servants, occurring
since the statement date, other than normal liabilities incurred in the normal
conduct of the business of the Company, and none of which have a material
adverse effect on the business or financial condition of the Company. As of the
date hereof, there are no known circumstances, conditions, happenings, events or
arrangements, contractual or otherwise, which may hereafter give rise to
liabilities, except in the normal course of business of the Company.

          3.06     
Taxes. All federal, foreign, county and local income, excise, profits,
franchise, occupation, property, sales, use gross receipts and other taxes
(including any interest or penalties relating thereto) and assessments which are
due and payable have been duly reported, fully paid and discharged as reported
by the Company, and there are no unpaid taxes which are, or could become a lien
on the properties and assets of the Company, except as provided for in the
financial statements of their date, or have been incurred in the normal course
of business of the Company since that date. All tax returns of any kind required
to be filed have been filed and the taxes paid or accrued.

          3.07     
Accuracy of All Statements Made by Company. No representation or warranty
by the Company and Shareholders in this Agreement, nor any statement,
certificate, schedule or exhibit hereto furnished or to be furnished by or on
behalf of the Shareholders pursuant to this Agreement, nor any document or
certificate delivered to Purchaser pursuant to this Agreement or in connection
with actions contemplated hereby, contains or shall contain any untrue statement
of material fact or omits or shall omit a material fact necessary to make the
statement contained therein not misleading.

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ARTICLE IV 
Representations and Warranties of
Purchaser

          Purchaser
represents and warrants as follows:

          4.01      Organization
and Authority. 

          The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with full power and authority to enter
into and perform the transactions contemplated by this Agreement, and with all
requisite corporate power and authority to own, operate and lease its properties
and to carry on its business as now being conducted, is duly qualified and in
good standing in every jurisdiction in which the property owned, leased or
operated by it, or the nature of the business conducted by it, makes such
qualification necessary to avoid material liability or material interference in
its business operations, and is not subject to any agreement, commitment or
understanding which restricts or may restrict the conduct of its business in any
jurisdiction or location. The Purchaser is presently qualified to do business in
Nevada.

(a)                         
The outstanding shares of the Purchaser are legally and validly issued, fully
paid and non-assessable.

(b)                          The
minute book of the Purchaser made available to the Company and Shareholders
contains complete and accurate records of all meetings and other corporate
actions of the shareholders and the Board of Directors (and any committee
thereof) of the Purchaser.

(c)                          The
minute book contains a list of the officers, directors and shareholders of the
Purchaser and copies of the articles of incorporation and by-laws currently in
effect of the Purchaser.

(d)                          The
execution and delivery of this Agreement does not, and the consummation of the
transaction contemplated hereby will not violate any provision of the articles
of incorporation or bylaws of the Purchaser, or any provisions thereof, or
result in the acceleration of any obligation under, any mortgage, lien, lease,
agreement, instrument, court order, arbitration award, judgment or decree to
which the Purchaser is a party, or by which it is bound, and will not violate
any other restriction of any kind or character to which it is subject.

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(e)                          The
authorized capital stock of the Purchaser is seventy five million (75,000,000)
shares of common stock, $0.001 par value. On October 31, 2005, the Purchaser
will authorize and effect the transfer of (5,000,000) six million shares in
connection with this Acquisition. 

(f)                          On
August 1, 2006, the Purchaser will authorize and effect the transfer of
(10,000,000) ten million shares in connection with this Acquisition for a total
of twenty one million issued and outstanding, for a total of 21,000,000 shares
issued and outstanding as of the Closing.

(g)                         Purchaser
  represents that at the time of closing it will have no liabilities.

(h)                         Purchaser
  represents that at the time of closing it has taken all necessary steps to comply
  with all applicable state and federal securities laws and regulations and that,
  to the knowledge of the Purchaser, at the time of closing, there is no litigation,
  arbitration, governmental or other proceeding (formal or informal), claim or
  investigation pending or threatened, with respect to the Purchasers compliance
  with any and all applicable securities laws and regulations.

          4.02     
Performance of This Agreement. The execution and performance of this
Agreement and the issuance of stock contemplated hereby, including stock that
may be issued upon the exercise of any option agreements, has been authorized by
the board of directors of Purchaser.

          4.03      Changes
Since Date of Financial Statements. Since the date of the financial
statements, except as disclosed in writing, there has not been any material
change in the financial position or assets of the Purchaser.

          4.04     
Accuracy of All Statements Made by Purchaser. No representation or
warranty by the Purchaser in this Agreement, nor any statement, certificate,
schedule or exhibit hereto furnished or to be furnished by the Purchaser
pursuant to this Agreement, nor any document or certificate delivered to the
Company or the Shareholders pursuant to this Agreement or in connection with
actions contemplated hereby, contains or shall contain any untrue statement of
material fact or omits or shall omit a material fact necessary to make the
statement contained therein not misleading.

          4.05      Legality
of Shares to be Issued. The shares of common stock of Purchaser to be
delivered pursuant to this Agreement, when so delivered, will have been duly and
validly authorized and issued by Purchaser and will be fully paid and
non-assessable.

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          4.06     
No Covenant as to Tax Consequences. It is expressly understood and agreed
that neither Purchaser nor its officers or agents has made any warranty or
agreement, expressed or implied, as to the tax consequences of the transactions
contemplated by this Agreement or the tax consequences of any action pursuant to
or growing out of this Agreement.

ARTICLE V 
Covenants of Shareholders

          5.01      Access
to Information. Purchaser and its authorized representatives shall have full
access during normal business hours to all properties, books, records, contracts
and documents of the Company, and the Company shall furnish or cause to be
furnished to Purchaser and its authorized representative all information with
respect to its affairs and business of the Company as Purchaser may reasonably
request.

          5.02     
Actions Prior to Closing. From and after the date of this Agreement and
until the closing date, the Company shall not materially alter its business.

ARTICLE VI
Conditions Precedent to Purchaser's
Obligations

          Each
and every obligation of Purchaser to be performed on the closing date shall be
subject to the satisfaction of the Purchaser of the following conditions:

          6.01     
Truth of Representations and Warranties. The representations and
warranties made by the Company and Shareholders in this Agreement or given on
its behalf hereunder shall be substantially accurate in all material respects on
and as of the closing date with the same effect as though such representations
and warranties had been made or given on and as of the closing date.

          6.02      Compliance
with Covenants. Shareholders shall have performed and complied with all
obligations under this Agreement which are to be performed or complied with by
them prior to or on the closing date, including the delivery of the closing
documents specified hereafter.

          6.03     
Absence of Suit. No action, suit or proceedings before any court or any
governmental or regulatory authority shall have been commenced or threatened
and, no investigation by any governmental or regulatory authority shall have
been commenced, against the Shareholders, the Company or any of the affiliates,
associates, officers or 

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directors of any of them, seeking to restrain, prevent or
change the transactions contemplated hereby, or questioning the validity or
legality of any such transactions, or seeking damages in connection with any of
such transactions.

          6.04     
Receipt of Approvals, Etc. All approvals, consents and/or waivers that
are necessary to effect the transactions contemplated hereby shall have been
received.

          6.05      No
Material Adverse Change. Other than as disclosed in writing, as of the
closing date there shall not have occurred any material adverse change which
materially impairs the ability of the Company to conduct its business or the
earning power thereof on the same basis as in the past.

          6.06      Accuracy
of Documents. Purchaser and its representatives shall be satisfied as to the
accuracy of all balance sheets, statements of income and other financial
statements of the Company furnished to Purchaser herewith. 

          6.07     
Proceedings and Instruments Satisfactory; Certificates. All proceedings,
corporate or otherwise, to be taken in connection with the transactions
contemplated by this Agreement shall have occurred and all appropriate documents
incident thereto as Purchaser may request shall have been delivered to
Purchaser. The Company and the Shareholders shall have delivered certificates in
such detail as Purchaser may request as to compliance with the conditions set
forth in this Article 6.

ARTICLE VII 
Conditions Precedent to
Obligations of the Company and Shareholders

          Each
and every obligation of the Company and shareholders to be performed on the
closing date shall be subject to the satisfaction prior thereto of the following
conditions:

          7.01      Truth
of Representations and Warranties. The representations and warranties of
Purchaser contained in this Agreement shall be true at and as of the closing
date as though such representations and warranties were made at and as of the
transfer date.

          7.02      Purchaser's
Compliance with Covenants. Purchaser shall have performed and complied with
its obligations under this Agreement which are to be performed or complied with
by it prior to or on the closing date.

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          7.03     
Absence of Suit. Except as disclosed herein, no action, suit or
proceedings before any court or any governmental or regulatory authority shall
have been commenced or threatened and, no investigation by any governmental or
regulatory authority shall have been commenced against Purchaser, or any of the
affiliates, associates, officers or directors of the Purchaser seeking to
restrain, prevent or change the transactions contemplated hereby, or questioning
the validity or legality of any such transactions, or seeking damages in
connection with any of such transactions.

          7.04     
Receipt of Approvals, Etc. All approvals, consents and/or waivers that
are necessary to effect the transactions contemplated hereby shall have been
received.

          7.05     
No Material Adverse Change. Other than as disclosed in writing, as of the
closing date there shall not have occurred any material adverse change which
materially impairs the ability of the Purchaser to conduct its business or the
earning power thereof on the same basis as in the past.

          7.06      Accuracy
of Documents. The Company and the Shareholders shall be satisfied as to the
accuracy of all documentation, disclosure material and other statements of the
Purchaser furnished to the Company herewith.

          7.07     
Proceedings and Instruments Satisfactory; Certificates. All proceedings,
corporate or otherwise, to be taken in connection with the transactions
contemplated by this Agreement shall have occurred and all appropriate documents
incident thereto as the Company may request shall have been delivered to the
Company. The Purchaser shall have delivered certificates in such detail as the
Shareholders may request as to compliance with the conditions set forth in this
Article 7.

ARTICLE VIII 
Indemnification

          The
Shareholders and the Company shall indemnify Purchaser for any loss, cost,
expense or other damage suffered by Purchaser resulting from, arising out of, or
incurred with respect to the falsity or the breach of any representation,
warranty or covenant made by the Company herein. Purchaser shall indemnify and
hold the Shareholders harmless from and against any loss, cost, expense or other
damage (including, without limitation, attorneys' fees and expenses) resulting
from, arising out of, or incurred with respect to, or alleged to result from,
arise out of or have been incurred with respect to, the falsity or the breach of
any representation, covenant, warranty or agreement made by Purchaser
herein.

ARTICLE IX 
Security Act Provisions

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          9.01     
Restrictions on Disposition of Shares. Shareholders covenant and warrant
that the shares received are acquired for their own accounts and not with the
present view towards the distribution thereof and will not dispose of such
shares except (i) pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or (ii) in any other transaction which, in
the opinion of counsel, acceptable to Purchaser, is exempt from registration
under the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. In order to effectuate the
covenants of this sub-section, an appropriate endorsement will be placed upon
each of the certificates of common stock of the Purchaser at the time of
distribution of such shares pursuant to this Agreement, and stop transfer
instructions shall be placed with the transfer agent for the securities.

          9.02      Notice
of Limitation Upon Disposition. Each Shareholder is aware that the shares
distributed pursuant to this Agreement will not have been registered pursuant to
the Securities Act of 1933, as amended; and, therefore, under current
interpretations and applicable rules, the shareholder will probably have to
retain such shares for a period of at least one year and at the expiration of
such one year period sales may be confined to brokerage transactions of limited
amounts requiring certain notification filings with the Securities and Exchange
Commission and such disposition may be available only if the Purchaser is
current in its filings with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or other public disclosure requirements, and
the other limitations imposed thereby on the disposition of shares of the
Purchaser. Additionally, “affiliates” owning shares will be subject to
additional restrictions limiting sales.

          9.03      Public
Market for Common Shares. Each Shareholder acknowledges that the common
shares being issued pursuant to this agreement currently have a limited public
market by virtue of the resale restrictions attributed to insiders in which the
shares may be liquidated and there is no assurance that such pubic market will
grow or develop. 

ARTICLE X 
Closing

          10.01      Time.
The closing of this transaction ("closing") shall be effective on such date set
by the parties. Such date is referred to in this agreement as the "closing
date."

          10.02     
Documents To Be Delivered by Shareholders. At the closing Shareholders
shall deliver to Purchaser the following documents:

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(a)                         
Certificates or assignments for all shares of stock of the Company in the manner
and form required by sub-section 1.01 hereof. 

(b)                          A
certificate signed by the President of the Company that the representations and
warranties made by the Company in this Agreement are true and correct on and as
of the closing date with the same effect as though such representations and
warranties had been made on or given on and as of the closing date and that
Shareholders have performed and complied with all of their obligations under
this Agreement which are to be performed or complied with by or prior to or on
the closing date.

(c)                          A
copy of the by-laws of the Company certified by its secretary and a copy of the
certificate of incorporation of the Company.

(d)                          Certificates
or letters from Shareholders evidencing the taking of the shares in accordance
with the provisions of this agreement and their understanding of the
restrictions thereunder.

(e)                          Such
other documents of transfer, certificates of authority and other documents as
Purchaser may reasonably request.

(f)                          A
  certified copy of the duly adopted resolutions of the board of directors of
  the Company authorizing or ratifying the execution and performance of this Agreement
  and authorizing or ratifying the acts of its officers and employees in carrying
  out the terms and provisions thereof.

          10.03     
Documents To Be Delivered by Purchaser. At the closing Purchaser shall
deliver to Shareholders the following documents:

                    (a)      Certificates
for the number of shares of common stock of Purchaser as determined in Article 1
hereof;

                    (b)      A
certified copy of the duly adopted resolutions of the board of directors of
Purchaser authorizing or ratifying the execution and performance of this
Agreement and authorizing or ratifying the acts of its officers and employees in
carrying out the terms and provisions thereof;

                    (c)      Documents
for the appointment of new management and the resignation of current management;
and

                    (d)      Confirmation
of current share structure of the Purchaser.

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ARTICLE XI 
Termination and
Abandonment

          This
Agreement may be terminated and the transaction provided for by this Agreement
may be abandoned without liability on the part of any part to any other, at any
time before the closing date, or on a post closing basis as provided previously
herein:

(a)                          By
mutual consent of Purchaser and the Shareholders;

(b)                          By
Purchaser if any of the conditions provided for in Article 6 of this Agreement
have not been met and have not been waived in writing by Purchaser.

(c)                          By
the Company if any of the conditions provided for in Article 7 of this Agreement
have not been met and have not been waived in writing by the Company.

          In
the event of termination and abandonment by any party as above provided in this
Article, written notice shall forthwith be given to the other party, and each
party shall pay its own expenses incident to preparation for the consummation of
this Agreement and the transactions contemplated hereunder.

ARTICLE XII 
Miscellaneous

          1.      Notices.
All notices, requests, demands and other communications hereunder shall be
deemed to have been duly given, if delivered by hand or mailed, certified or
registered mail with postage prepaid:

                    (a)     
If to the Company or the Shareholders, to such person and place as the Company
or Shareholders shall furnish to Purchaser in writing; or

                    (b)      If
to Purchaser, to such person and place as Purchaser shall furnish to Company in
writing.

          2.      Announcements.
Announcements concerning the transactions provided for in this Agreement by
either the Company or Purchaser shall be subject to the approval of the other in
all essential respects, except that the approval of the Company shall not be
required as to any statements and other information which Purchaser may submit
to its shareholders.

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          3.      Default.
Should any party to this Agreement default in any of the covenants, conditions,
or promises contained herein, the defaulting party shall pay all costs and
expenses, including a reasonable attorney's fee, which may arise or accrue from
enforcing this Agreement, or in pursuing any remedy provided hereunder or by the
statutes of the State of Nevada, United States of America.

          4.      Assignment.
This Agreement may not be assigned in whole or in part by the parties hereto
without the prior written consent of the other party or parties, which consent
shall not be unreasonably withheld.

          5.     
Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, their successors and assigns.

          6.     
Holidays. If any obligation or act required to be performed hereunder
shall fall due on a Saturday, Sunday or other day which is a legal holiday
established by the State of Nevada, such obligation or act may be performed on
the next succeeding business day with the same effect as if it had been
performed upon the day appointed.

          7.     
Computation of Time. The time in which any obligation or act provided by
this Agreement is to be performed is computed by excluding the first day and
including the last, unless the last day is a holiday, in which event such day
shall also be excluded.

          8.      Governing
Law and Venue. This Agreement shall be governed by and interpreted pursuant
to the laws of the Province of British Columbia. Any action to enforce the
provisions of this Agreement shall be brought in a court of competent
jurisdiction within the Province of British Columbia and in no other place.

          9.     
Partial Invalidity. If any term, covenant, condition or provision of this
Agreement or the application thereof to any person or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.

          10.      No
Other Agreements. This Agreement constitutes the entire Agreement between
the parties and there are and will be no oral representations which will be
binding upon any of the parties hereto.

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          11.      Rights
are Cumulative. The rights and remedies granted hereunder shall be in
addition to and cumulative of any other rights or remedies provided under the
laws of the State of Nevada.

          12.     
Waiver. No delay or failure in the exercise of any power or right shall
operate as a waiver thereof or as an acquiescence in default. No single or
partial exercise of any power or right hereunder shall preclude any other or
further exercise thereof or the exercise of any other power or right.

          13.     
Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any parties or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.

          14.      Further
Action. The parties hereto agree to execute and deliver such additional
documents and to take such other and further action as may be required to carry
out fully the transaction(s) contemplated herein.

          15.      Amendment.
This Agreement or any provision hereof may not be changed, waived, terminated or
discharged except by means of a written supplemental instrument signed by the
party or parties against whom enforcement of the change, waiver, termination, or
discharge is sought. 

          16.      Headings.
The descriptive headings of the various Sections or parts of this Agreement are
for convenience only and shall not affect the meaning or construction of any of
the provisions hereof.

          17.     
Counterparts. This agreement may be executed in two or more partially or
fully executed counterparts, each of which shall be deemed an original and shall
bind the signatory, but all of which together shall constitute but one and the
same instrument, provided that Purchaser shall have no obligations hereunder
until all Shareholders have become signatories hereto.

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IN WITNESS WHEREOF, the parties hereto executed the foregoing
Acquisition Agreement as of the day and year first above written.

	 	PALOMA ENTERPRISES INC. 
	 	 	  
	 	 	  
	 	By:	 
	 	 	Authorized Signatory 
	 	 	  
	 	 	  
	 	 	  
	 	 	  
	 	PARTY PRODUCTION RENTALS 
	 	 	INC. 
	 	 	  
	 	 	  
	 	 	  
	 	By:	 
	 	 	Authorized Signatory 


SHAREHOLDERS: 

 


__________________________________

 



__________________________________

 

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SCHEDULE A

SHARES TO BE PURCHASED 

	Name                                                             
    	Shares To Be Purchased 
	 	 
	Abbie Zands 	           
             1,000,000 Common Shares 



 

	Total 	1,000,000 Common Shares 


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SCHEDULE B

SHARES TO BE TRANSFERRED

	Name                                                                	Shares To Be Transferred 
	 	 
	Abbie Zands on October 31, 2005 	5,000,000 Common Shares 
	Abbie Zands at closing (August 01, 2006) 	10,000,000 Common Shares 
	  	 
	  	  
	  	  
	  	  
	               
           Total 	15,000,000 Common Shares 


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