Exhibit 10.1

                              ACQUISITION AGREEMENT

THIS AGREEMENT is made effective as of the 27th day of January, 2012

AMONGST:

          WEB WIZARD,  INC.,  a Nevada  corporation,  having an office at No. 8,
          Lane 15, Gang Yang, Xin CunHuicheng, Xin Hui, Jiang Men City, China.

                                                               (the "PURCHASER")

AND:

          PFN HOLDINGS a Nevada corporation,  having a registered office at 2360
          Corporate Circle, Suite 400, Henderson, NV, 89074-7722

                                                                  (the "VENDOR")

AND:

          YA TANG CHAO,  an  individual  with an address of No. 8, Lane 15, Gang
          Yang, Xin CunHuicheng, Xin Hui, Jiang Men City, China.

                                                             (the "SHAREHOLDER")

WHEREAS:

A. The  Vendor  owns  certain  assets  pertaining  to the  provision  of psychic
services under the trade name "Psychic Friends Network" ("PFN");

B. The  Purchaser  anticipates  undertaking  a ten for one forward  split of its
stock and changing its name to Psychic Friends Network Inc.;

C. The Purchaser has agreed to issue 50,060,000  post-split shares of its common
stock as of the Closing Date, as defined herein,  to the Vendor as consideration
for the acquisition by the Purchaser of PFN and all associated assets,  upon the
terms and subject to the conditions set forth in this Agreement; and

D. The parties wish to enter into this Agreement;

THEREFORE,  in  consideration  of the mutual  covenants  and  agreements  herein
contained and other good and valuable consideration (the receipt and sufficiency
of which are hereby acknowledged), the parties covenant and agree as follows:

1. DEFINITIONS

1.1 Definitions. In this Agreement, the following terms shall have the following
meanings, unless the context indicates otherwise:

     (a)  "AGREEMENT" shall mean this Acquisition  Agreement,  and all schedules
          and other documents attached to or referred to in this Agreement,  and
          all amendments and supplements, if any, to this Agreement;
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     (b)  "CLOSING" shall mean the completion of the Transaction,  in accordance
          with Section 0, at which the Closing  Documents  shall be exchanged by
          the parties,  except for those  documents or other items  specifically
          required to be exchanged at a later time;

     (c)  "CLOSING  DATE" shall mean a date mutually  agreed upon by the parties
          hereto in writing  and in  accordance  with  Section 0  following  the
          satisfaction  or  waiver  by  the  Purchaser  and  the  Vendor  of the
          conditions precedent set out in Sections 0 and 0 respectively;

     (d)  "CLOSING  DOCUMENTS" shall mean the papers,  instruments and documents
          required to be executed and delivered at the Closing  pursuant to this
          Agreement;

     (e)  "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
          1934, as amended;

     (f)  "US GAAP"  shall mean  United  States  generally  accepted  accounting
          principles applied in a manner consistent with prior periods;

     (g)  "LIABILITIES"  shall  include  any  direct or  indirect  indebtedness,
          guaranty, endorsement, claim, loss, damage, deficiency, cost, expense,
          obligation  or  responsibility,  fixed or  unfixed,  known or unknown,
          asserted choate or inchoate,  liquidated or  unliquidated,  secured or
          unsecured;

     (h)  "PFN ASSETS" shall mean all assets  associated  with the operations of
          PFN held by the  Vendor,  including  all items  listed in  Schedule  7
          hereto;

     (i)  "PURCHASER   SHARES"  shall  mean  the   50,060,000   fully  paid  and
          non-assessable post-split common shares of the Purchaser, to be issued
          to the Vendor by the Purchaser on the Closing Date;

     (j)  "SEC" shall mean the United States Securities and Exchange Commission;

     (k)  "SECURITIES ACT" shall mean the United States  Securities Act of 1933,
          as amended;

     (l)  "TAXES" shall include international,  federal,  state,  provincial and
          local income taxes, capital gains tax,  value-added taxes,  franchise,
          personal  property  and  real  property  taxes,  levies,  assessments,
          tariffs,  duties  (including  any customs duty),  business  license or
          other fees,  sales,  use and any other taxes relating to the assets of
          the designated  party or the business of the designated  party for all
          periods  up to and  including  the  Closing  Date,  together  with any
          related charge or amount,  including  interest,  fines,  penalties and
          additions to tax, if any, arising out of tax assessments; and


     (m)  "TRANSACTION"  shall  mean  the  purchase  of the  PFN  Assets  by the
          Purchaser  from the Vendor in  consideration  for the  issuance of the
          Purchaser Shares.

1.2  Schedules.  The  following  schedules are attached to and form part of this
Agreement:

Schedule 1   -   Directors and officers of Purchaser
Schedule 2   -   Directors and Officers of Vendor
Schedule 3   -   PFN Leases, Subleases, Claims, Capital Expenditures, Taxes and
                 Other Property Interests
Schedule 4   -   PFN Intellectual Property
Schedule 5   -   PFN Material Contracts
Schedule 6   -   PFN Employment Agreements and Arrangements
Schedule 7   -   Listing of PFN Assets
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1.3 Currency.  All references to currency in this Agreement are to United States
Dollars unless expressly stated otherwise.

2. THE OFFER, PURCHASE AND SALE OF ASSETS

2.1 Offer, Purchase and Sale of PFN Assets.  Subject to the terms and conditions
of this Agreement,  the Vendor hereby  covenants and agrees to sell,  assign and
transfer to the  Purchaser  and the  Purchaser  hereby  covenants  and agrees to
purchase from the Vendor the PFN Assets.

2.2 Consideration. As consideration for the sale of the PFN Assets by the Vendor
to the Purchaser,  the Purchaser  shall allot and issue the Purchaser  Shares to
the Vendor.  The Vendor  acknowledges  and agrees that the Purchaser  Shares are
being  issued  pursuant to an exemption  from the  prospectus  and  registration
requirements  of the  Securities  Act,  and the  Vendor  agrees  to abide by all
applicable  resale  restrictions  and hold  periods  imposed  by all  applicable
securities  legislation.  All  certificates  representing  the Purchaser  Shares
issued on Closing will be endorsed  with the  following  legend  pursuant to the
Securities  Act in order to reflect the fact that the  Purchaser  Shares will be
issued to the Vendor pursuant to an exemption from the registration requirements
of the Securities Act:

          "THE SECURITIES  REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR
          INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
          1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF
          REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.".

2.3  Closing  Date.  The  Closing  will  take  place,  subject  to the terms and
conditions of this Agreement, on the Closing Date.

2.4 Restricted Shares. The Vendor  acknowledges that the Purchaser Shares issued
pursuant to the terms and  conditions set forth in this Agreement will have such
hold periods as are required under  applicable  securities  laws and as a result
may not be sold,  transferred  or  otherwise  disposed,  except  pursuant  to an
effective  registration  statement  under the Securities  Act, or pursuant to an
exemption  from,  or  in  a  transaction   not  subject  to,  the   registration
requirements  of the Securities Act and in each case only in accordance with all
applicable securities laws.

3. REPRESENTATIONS AND WARRANTIES OF THE VENDOR

As of the Closing,  the Vendor  represents  and warrants to the  Purchaser,  and
acknowledges  that the  Purchaser  is  relying  upon  such  representations  and
warranties,  in connection with the execution,  delivery and performance of this
Agreement,  notwithstanding  any  investigation  made  by or on  behalf  of  the
Purchaser, as follows:

3.1 Organization and Good Standing. Vendor is a company duly organized,  validly
existing and in good standing  under the laws of the State of Nevada and has the
requisite  corporate  power  and  authority  to own,  lease  and to carry on its
business as now being conducted.  Vendor is duly qualified to do business and is
in good standing as a foreign  corporation in each of the jurisdictions in which
Vendor owns property,  leases property,  does business, or is otherwise required
to do so,  where the failure to be so  qualified  would have a material  adverse
effect on the business of Vendor taken as a whole.

3.2  Authority.  The Vendor has all requisite  corporate  power and authority to
execute and deliver this Agreement and any other document  contemplated  by this
Agreement (collectively,  the "VENDOR DOCUMENTS") to be signed by the Vendor and
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated  hereby. The execution and delivery of each of the Vendor Documents
by the Vendor and the consummation of the transactions  contemplated hereby have
been duly  authorized by the Vendor's board of directors.  No other corporate or
shareholder  proceeding on the part of the Vendor is necessary to authorize such
documents or to consummate the transactions  contemplated hereby. This Agreement
has been,  and the other Vendor  Documents  when  executed and  delivered by the
Vendor as contemplated by this Agreement will be, duly executed and delivered by
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the Vendor and this  Agreement is, and the other Vendor  Documents when executed
and  delivered by the Vendor as  contemplated  hereby will be, valid and binding
obligations of the Vendor  enforceable in accordance with their respective terms
except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium and other laws of general application affecting enforcement
          of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief or other equitable remedies; and

     (c)  as limited by public policy.

3.3 Title to Assets. Vendor possesses full and unrestricted ownership of the PFN
Assets to be transferred to the  Purchaser.  Vendor has full legal right,  power
and  authority  to sell and  transfer the PFN Assets free and clear from any and
all encumbrances to the Purchaser in accordance with the terms of this Agreement
and to  execute,  deliver and  perform  this  Agreement  and to  consummate  the
transactions  contemplated  hereby and there  exists no  agreement to create any
encumbrance over any of the Assets.

3.4 Directors and Officers of Vendor. The duly appointed  directors and officers
of Vendor are as set out in Schedule 1.

3.5 Corporate Records of Vendor. The corporate records of Vendor, as required to
be maintained by it pursuant to all applicable laws, are accurate,  complete and
current  in all  material  respects,  and the  minute  book of Vendor is, in all
material  respects,  correct and contains all records required by all applicable
laws,  as  applicable,  in regards to all  proceedings,  consents,  actions  and
meetings of the shareholders and the managers of Vendor.

3.6 Non-Contravention.  Neither the execution,  delivery and performance of this
Agreement, nor the consummation of the Transaction, will:

     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the material  properties or assets of Vendor or any of its
          subsidiaries  under any term,  condition  or  provision of any loan or
          credit agreement, note, debenture, bond, mortgage, indenture, lease or
          other agreement, instrument, permit, license, judgment, order, decree,
          statute,  law, ordinance,  rule or regulation  applicable to Vendor or
          any of its subsidiaries,  or any of their respective material property
          or assets;

     (b)  violate any provision of the Articles,  Bylaws or any other constating
          documents   of  the  Vendor  or  Vendor,   any  of  their   respective
          subsidiaries or any applicable laws; or

     (c)  violate  any  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation  of any  court  or  governmental  or  regulatory  authority
          applicable  to  the  Vendor  or  Vendor,   any  of  their   respective
          subsidiaries or any of their respective material property or assets.

3.7 Actions and  Proceedings.  To the best knowledge of the Vendor,  there is no
basis for and there is no action,  suit,  judgment,  claim, demand or proceeding
outstanding  or pending,  or  threatened  against or  affecting  Vendor or which
involves  any of the  business,  or the  properties  or assets  of PFN that,  if
adversely  resolved or determined,  would have a material  adverse effect on the
business, operations, assets, properties,  prospects, or conditions of PFN taken
as a whole (a "PFN MATERIAL ADVERSE  EFFECT").  There is no reasonable basis for
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                                      -5-

any claim or action that,  based upon the  likelihood of its being  asserted and
its success if asserted, would have such a PFN Material Adverse Effect.

3.8 Compliance. As of the date hereof:

     (a)  to the best knowledge of the Vendor,  Vendor is in compliance with, is
          not in default or violation in any material respect under, and has not
          been  charged  with or received any notice at any time of any material
          violation of any statute, law, ordinance,  regulation, rule, decree or
          other applicable regulation to the business or operations of Vendor;

     (b)  to the best  knowledge  of the  Vendor,  Vendor is not  subject to any
          judgment,  order  or  decree  entered  in any  lawsuit  or  proceeding
          applicable to its business and operations that would  constitute a PFN
          Material Adverse Effect;

     (c)  Vendor has duly filed all reports and returns  required to be filed by
          it with  governmental  authorities  and has obtained all  governmental
          permits  and other  governmental  consents,  except as may be required
          after  the  execution  of  this  Agreement.  All of such  permits  and
          consents  are in full force and  effect,  and no  proceedings  for the
          suspension  or  cancellation  of any  of  them,  and no  investigation
          relating to any of them,  is pending or to the best  knowledge  of the
          Vendor, threatened, and none of them will be adversely affected by the
          consummation of the Transaction; and

     (d)  Vendor has  operated  in  material  compliance  with all laws,  rules,
          statutes,   ordinances,  orders  and  regulations  applicable  to  its
          business. Vendor has not received any notice of any violation thereof,
          nor is the Vendor aware of any valid basis therefore.

3.9 Filings,  Consents and Approvals.  No filing or registration with, no notice
to  and no  permit,  authorization,  consent,  or  approval  of  any  public  or
governmental  body or authority  or other person or entity is necessary  for the
consummation by the Vendor of the Transaction  contemplated by this Agreement or
to enable the  Purchaser  to continue  to conduct  Vendor's  business  after the
Closing Date in a manner which is consistent  with that in which the business is
presently conducted.

3.10  Financial  Representations.  The  audited  balance  sheets for PFN for the
fiscal year ended December 31, 2011 (the "PFN ACCOUNTING  DATE"),  together with
related  statements of income,  cash flows, and changes in shareholder's  equity
for such fiscal years then ended (collectively,  the "PFN FINANCIAL STATEMENTS")
to be supplied by the Vendor to the Purchaser on or before the Closing Date:

     (a)  are in accordance with the books and records of Vendor;

     (b)  present  fairly the  financial  condition of PFN as of the  respective
          dates indicated and the results of operations for such periods; and

     (c)  have been prepared in accordance with US GAAP.

Vendor  has not  received  any  advice  or  notification  from  its  independent
certified  public  accountants  that  Vendor  has used any  improper  accounting
practice that would have the effect of not reflecting or incorrectly  reflecting
in the PFN Financial Statements or the books and records of PFN, any properties,
assets,  liabilities,  revenues or expenses. The books, records, and accounts of
PFN  accurately  and  fairly  reflect,  in  reasonable  detail,  the  assets and
liabilities of PFN.  Vendor has not engaged in any  transaction,  maintained any
bank account,  or used any funds of PFN, except for transactions,  bank accounts
and funds which have been and are reflected in the normally maintained books and
records of PFN.

3.11  Absence  of  Undisclosed  Liabilities.  PFN does  not  have  any  material
Liabilities  or  obligations  either  direct or indirect,  matured or unmatured,
absolute, contingent or otherwise, which:
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     (a)  are not  set  forth  in the  PFN  Financial  Statements  or  have  not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to the Purchaser; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course  of its  business  since  the  date of the  last  PFN
          Financial Statements.

3.12 Absence of Changes. Since the PFN Accounting Date, PFN has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any
          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties except for ordinary course business transactions consistent
          with past practice;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or  properties of Vendor or its  subsidiaries  to any mortgage,
          lien, pledge,  security interest,  conditional sales contract or other
          encumbrance of any nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  suffered any damage,  destruction  or loss,  whether or not covered by
          insurance,   that  materially  and  adversely  effects  its  business,
          operations, assets, properties or prospects;

     (g)  suffered  any material  adverse  change in its  business,  operations,
          assets, properties, prospects or condition (financial or otherwise);

     (h)  received  notice or had knowledge of any actual or  threatened  labour
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (j)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or
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     (k)  agreed, whether in writing or orally, to do any of the foregoing.

3.13 Absence of Certain Changes or Events.  Since the PFN Accounting Date, there
has not been:

     (a)  a PFN Material Adverse Effect; or

     (b)  any material  change by PFN in its accounting  methods,  principles or
          practices.

3.14 Personal Property.  Vendor possesses,  and has good and marketable title of
all property  necessary  for the  continued  operation of the business of PFN as
presently  conducted and as represented  to the Purchaser.  All such property is
used in the business of PFN. All such property is in reasonably  good  operating
condition  (normal  wear  and  tear  excepted),  and is  reasonably  fit for the
purposes for which such  property is  presently  used.  All material  equipment,
furniture,  fixtures and other  tangible  personal  property and assets owned or
leased by Vendor and used by PFN is owned by Vendor free and clear of all liens,
security interests, charges, encumbrances and other adverse claims.

3.15 Intellectual Property

     (a)  Intellectual  Property Assets. Vendor owns or holds an interest in all
          intellectual  property  assets  necessary  for  the  operation  of the
          business  of  PFN  as it is  currently  conducted  (collectively,  the
          "INTELLECTUAL PROPERTY ASSETS"), including:

          (i)  all functional  business  names,  trading  names,  registered and
               unregistered   trademarks,   service   marks   and   applications
               (collectively, the "MARKS");

          (ii) all  patents,  patent  applications,  and  inventions,   methods,
               processes and discoveries  that may be patentable  (collectively,
               the "PATENTS");

          (iii)all  copyrights in both  published  works and  unpublished  works
               (collectively, the "COPYRIGHTS"); and

          (iv) all know-how, trade secrets,  confidential information,  customer
               lists, software, technical information, data, process technology,
               plans,  drawings,  and blue prints owned, used or licensed by PFN
               as licensee or licensor (collectively, the "TRADE SECRETS").

     (b)  Agreements.  Schedule  4 contains a  complete  and  accurate  list and
          summary description,  including any royalties paid or received by PFN,
          of all contracts and agreements relating to the Intellectual  Property
          Assets to which PFN is a party or by which  PFN is bound,  except  for
          any license  implied by the sale of a product and  perpetual,  paid-up
          licenses for commonly available software programs with a value of less
          than $500 under which PFN is the  licensee.  To the best  knowledge of
          PFN, there are no outstanding or threatened  disputes or disagreements
          with respect to any such agreement.

     (c)  Intellectual Property and Know-How Necessary for the Business.  Except
          as set forth in Schedule 4, PFN is the owner of all right,  title, and
          interest in and to each of the Intellectual  Property Assets, free and
          clear of all liens,  security interests,  charges,  encumbrances,  and
          other adverse  claims,  and has the right to use without  payment to a
          third party of all the  Intellectual  Property  Assets.  Except as set
          forth in Schedule 4, all former and current  employees and contractors
          of  PFN  have  executed   written   contracts,   agreements  or  other
          undertakings  with PFN  that  assign  all  rights  to any  inventions,
          improvements,  discoveries, or information relating to the business of
          PFN.  No  employee,  director,  officer  or  shareholder  of PFN  owns
          directly or indirectly in whole or in part, any Intellectual  Property
          Asset  which  PFN is  presently  using or which is  necessary  for the
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                                      -8-


          conduct of its business.  To the best knowledge of PFN, no employee or
          contractor  of PFN has entered  into any  contract or  agreement  that
          restricts  or limits in any way the scope or type of work in which the
          employee may be engaged or requires the employee to transfer,  assign,
          or disclose information concerning his work to anyone other than PFN

     (d)  Patents. Except as set out in Schedule 4, PFN does not hold any right,
          title or  interest  in and to any  Patent  and PFN has not  filed  any
          patent application with any third party. To the best knowledge of PFN,
          none  of the  products  manufactured  and  sold,  nor any  process  or
          know-how  used,  by PFN infringes or is alleged to infringe any patent
          or other proprietary night of any other person or entity.

     (e)  Trademarks.  Except  as set out in  Schedule  4, PFN does not hold any
          right, title or interest in and to any Mark and PFN has not registered
          or filed any application to register any Mark with any third party. To
          the best  knowledge  of PFN,  none of the Marks,  if any,  used by PFN
          infringes  or is alleged to  infringe  any trade name,  trademark,  or
          service mark of any third party.

     (f)  Copyrights.  Schedule  4 contains a  complete  and  accurate  list and
          summary description of all Copyrights.  PFN is the owner of all right,
          title,  and interest in and to each of the Copyrights,  free and clear
          of all liens,  security interests,  charges,  encumbrances,  and other
          adverse claims. If applicable, all registered Copyrights are currently
          in  compliance   with  formal  legal   requirements,   are  valid  and
          enforceable,  and are not subject to any maintenance  fees or taxes or
          actions  falling due within ninety days after the Closing Date. To the
          best  knowledge  of  PFN,  no  Copyright  is  infringed  or  has  been
          challenged or threatened in any way and none of the subject  matter of
          any  of  the  Copyrights  infringes  or is  alleged  to  infringe  any
          copyright of any third party or is a derivative work based on the work
          of a third party.  All works  encompassed by the Copyrights  have been
          marked with the proper copyright notice.

     (g)  Trade Secrets. PFN and Vendor have taken all reasonable precautions to
          protect the secrecy, confidentiality and value of PFN's Trade Secrets.
          Vendor has good title and an absolute  right to use the Trade Secrets.
          The Trade Secrets are not part of the public  knowledge or literature,
          and to the best knowledge of the Vendor,  have not been used, divulged
          or  appropriated  either for the benefit of any person or entity or to
          the  detriment  of Vendor.  No Trade  Secret is subject to any adverse
          claim or has been challenged or threatened in any way.

3.16  Employees and  Consultants.  All employees and  consultants of Vendor have
been paid all salaries, wages, income and any other sum due and owing to them by
Vendor,  as at the end of the most recent  completed  pay period.  Vendor is not
aware of any  labour  conflict  with any  employees  that  might  reasonably  be
expected to have a PFN Material  Adverse  Effect.  To the best  knowledge of the
Vendor,  no employee  of Vendor is in  violation  of any term of any  employment
contract,  non-disclosure  agreement,  non-competition  agreement  or any  other
contract or agreement  relating to the relationship of such employee with Vendor
or any other nature of the business conducted or to be conducted by Vendor.

3.17 Real  Property.  PFN does not own any real  property.  Each of the  leases,
subleases, claims or other real property interests (collectively,  the "LEASES")
to which PFN is a party or is bound, as set out in Schedule 3, is legal,  valid,
binding,  enforceable and in full force and effect in all material respects. All
rental and other payments required to be paid by PFN pursuant to any such Leases
have been duly paid and no event has occurred  which,  upon the passing of time,
the giving of notice, or both, would constitute a breach or default by any party
under any of the Leases. The Leases will continue to be legal,  valid,  binding,
enforceable  and in full  force and  effect on  identical  terms  following  the
Closing Date. PFN has not assigned, transferred,  conveyed, mortgaged, deeded in
trust,  or  encumbered  any  interest  in the Leases or the  leasehold  property
pursuant thereto.
<PAGE>
                                      -9-


3.18 Material Contracts and Transactions.  Schedule 5 attached hereto lists each
material  contract,   agreement,   license,  permit,  arrangement,   commitment,
instrument  or  contract  to which PFN is a party  (each,  a  "CONTRACT").  Each
Contract is in full force and  effect,  and there  exists no material  breach or
violation of or default by PFN under any Contract, or any event that with notice
or the lapse of time,  or both,  will  create a  material  breach  or  violation
thereof or default under any Contract by PFN. The  continuation,  validity,  and
effectiveness of each Contract will in no way be affected by the consummation of
the  Transaction  contemplated  by this  Agreement.  There  exists  no actual or
threatened  termination,  cancellation,  or  limitation  of,  or any  amendment,
modification, or change to any Contract.

3.19 Certain  Transactions.  Neither PFN nor Vendor is a guarantor or indemnitor
of  any  indebtedness  of  any  third  party,  including  any  person,  firm  or
corporation.

3.20 No Brokers. Vendor has not incurred any independent obligation or liability
to any party for any brokerage fees,  agent's  commissions,  or finder's fees in
connection with the Transaction contemplated by this Agreement.

3.21 Completeness of Disclosure.  No representation or warranty by the Vendor in
this Agreement nor any certificate,  schedule, statement, document or instrument
furnished or to be furnished to the Purchaser  pursuant  hereto contains or will
contain any untrue statement of a material fact or omits or will omit to state a
material  fact  required to be stated herein or therein or necessary to make any
statement herein or therein not materially misleading.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER

As of the  Closing,  the  Purchaser  represents  and  warrants to the Vendor and
acknowledges that the Vendor is relying upon such representations and warranties
in connection  with the execution,  delivery and  performance of this Agreement,
notwithstanding  any  investigation  made  by or on  behalf  of the  Vendor,  as
follows:

4.1  Organization  and  Good  Standing.  The  Purchaser  is  duly  incorporated,
organized,  validly existing and in good standing under the laws of the State of
Nevada and has all requisite  corporate power and authority to own, lease and to
carry on its business as now being  conducted.  The Purchaser is qualified to do
business  and is in  good  standing  as a  foreign  corporation  in  each of the
jurisdictions in which it owns property,  leases property,  does business, or is
otherwise  required to do so, where the failure to be so qualified  would have a
material adverse effect on the businesses, operations, or financial condition of
the Purchaser.

4.2 Authority.  The Purchaser has all requisite corporate power and authority to
execute and deliver this Agreement and any other document  contemplated  by this
Agreement  (collectively,  the  "PURCHASER  DOCUMENTS")  to  be  signed  by  the
Purchaser  and to  perform  its  obligations  hereunder  and to  consummate  the
transactions  contemplated  hereby.  The  execution  and delivery of each of the
Purchaser  Documents by the Purchaser and the  consummation  by the Purchaser of
the transactions  contemplated  hereby have been duly authorized by its board of
directors and no other  corporate or shareholder  proceedings on the part of the
Purchaser  is  necessary  to  authorize  such  documents  or to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has  been,  and the  other
Purchaser Documents when executed and delivered by the Purchaser as contemplated
by this Agreement will be, duly executed and delivered by the Purchaser and this
Agreement is, and the other  Purchaser  Documents when executed and delivered by
the Purchaser as contemplated  hereby will be, valid and binding  obligations of
the Purchaser enforceable in accordance with their respective terms, except:

     (a)  as  limited  by  applicable  bankruptcy,  insolvency,  reorganization,
          moratorium and other laws of general application affecting enforcement
          of creditors' rights generally;

     (b)  as  limited  by  laws  relating  to  the   availability   of  specific
          performance, injunctive relief or other equitable remedies; and
<PAGE>
                                      -10-


     (c)  as limited by public policy.

4.3  Capitalization of the Purchaser.  The entire  authorized  capital stock and
other equity  securities of the Purchaser consist of 75,000,000 shares of common
stock with a par value of $0.001 (the "PURCHASER COMMON STOCK").  As of the date
of this Agreement,  there are 8,225,000  shares of Purchaser Common Stock issued
and outstanding.  As part of the Transaction  contemplated  hereby the Purchaser
will  undertake a 10 for 1 forward split of all of its issued,  outstanding  and
authorized capital. All of the issued and outstanding shares of Purchaser Common
Stock  have  been  duly  authorized,  are  validly  issued,  were not  issued in
violation of any pre-emptive rights and are fully paid and  non-assessable,  are
not subject to pre-emptive  rights and were issued in full  compliance  with all
federal, state, and local laws, rules and regulations.  There are no outstanding
options,  warrants,  subscriptions,  phantom shares,  conversion rights or other
rights,  agreements  or  commitments  obligating  the  Purchaser  to  issue  any
additional shares of Purchaser Common Stock, or any other securities convertible
into, exchangeable for, or evidencing the right to subscribe for or acquire from
the  Purchaser  any  shares  of  Purchaser  Common  Stock as of the date of this
Agreement.  There are no  agreements  purporting to restrict the transfer of the
Purchaser   Common  Stock,  no  voting   agreements,   voting  trusts  or  other
arrangements restricting or affecting the voting of the Purchaser Common Stock.

4.4  Directors  and  Officers of the  Purchaser.  The duly  elected or appointed
directors  and the duly  appointed  officers of the  Purchaser  are as listed in
Schedule 2.

4.5 Corporate Records of the Purchaser.  The corporate records of the Purchaser,
as required to be  maintained by it pursuant to the laws of the State of Nevada,
are accurate, complete and current in all material respects, and the minute book
of the Purchaser is, in all material respects, correct and contains all material
records  required  by  the  law  of  the  State  of  Nevada  in  regards  to all
proceedings, consents, actions and meetings of the shareholders and the board of
directors of the Purchaser.

4.6 Non-Contravention.  Neither the execution,  delivery and performance of this
Agreement, nor the consummation of the Transaction, will:

     (a)  conflict  with,  result in a violation of, cause a default under (with
          or without  notice,  lapse of time or both) or give rise to a right of
          termination, amendment, cancellation or acceleration of any obligation
          contained in or the loss of any material  benefit under,  or result in
          the creation of any lien,  security  interest,  charge or  encumbrance
          upon any of the material  properties or assets of the Purchaser  under
          any term,  condition  or  provision  of any loan or credit  agreement,
          note, debenture, bond, mortgage,  indenture, lease or other agreement,
          instrument,  permit, license,  judgment,  order, decree, statute, law,
          ordinance,  rule or  regulation  applicable to the Purchaser or any of
          its material property or assets;

     (b)  violate  any  provision  of the  applicable  incorporation  or charter
          documents of the Purchaser; or

     (c)  violate  any  order,  writ,  injunction,  decree,  statute,  rule,  or
          regulation  of any  court  or  governmental  or  regulatory  authority
          applicable to the Purchaser or any of its material property or assets.

4.7  Validity of Purchaser  Common  Stock  Issuable  upon the  Transaction.  The
Purchaser Shares to be issued to the Vendor upon consummation of the Transaction
in  accordance  with this  Agreement  will,  upon  issuance,  have been duly and
validly  authorized  and,  when so issued in  accordance  with the terms of this
Agreement, will be duly and validly issued, fully paid and non-assessable.

4.8 Actions and Proceedings. To the best knowledge of the Purchaser, there is no
claim, charge, arbitration, grievance, action, suit, investigation or proceeding
by or before any court,  arbiter,  administrative  agency or other  governmental
authority  now pending or, to the best  knowledge of the  Purchaser,  threatened
<PAGE>
                                      -11-


against the Purchaser  which involves any of the business,  or the properties or
assets of the Purchaser that, if adversely resolved or determined,  would have a
material  adverse  effect  on  the  business,  operations,  assets,  properties,
prospects or conditions of the Purchaser taken as a whole (a "PURCHASER MATERIAL
ADVERSE  EFFECT").  There is no  reasonable  basis for any claim or action that,
based upon the  likelihood  of its being  asserted  and its success if asserted,
would have such a Purchaser Material Adverse Effect.

4.9 Compliance

     (a)  To the best knowledge of the Purchaser, the Purchaser is in compliance
          with,  is not in default or violation in any material  respect  under,
          and has not been  charged  with or received  any notice at any time of
          any material  violation of any statute,  law,  ordinance,  regulation,
          rule,  decree  or  other  applicable  regulation  to the  business  or
          operations of the Purchaser;

     (b)  To the best knowledge of the  Purchaser,  the Purchaser is not subject
          to any judgment,  order or decree entered in any lawsuit or proceeding
          applicable  to its business  and  operations  that would  constitute a
          Purchaser Material Adverse Effect; and

     (c)  The  Purchaser  has  operated  in material  compliance  with all laws,
          rules, statutes,  ordinances, orders and regulations applicable to its
          business.  The  Purchaser has not received any notice of any violation
          thereof, nor is the Purchaser aware of any valid basis therefore.

4.10 Filings,  Consents and Approvals. No filing or registration with, no notice
to  and no  permit,  authorization,  consent,  or  approval  of  any  public  or
governmental  body or authority  or other person or entity is necessary  for the
consummation by the Purchaser of the Transaction  contemplated by this Agreement
to continue to conduct its business  after the Closing Date in a manner which is
consistent with that in which it is presently conducted.

4.11 SEC Filings.  The Purchaser  has  furnished or made  available the Vendor a
true and complete  copy of each report,  schedule,  registration  statement  and
proxy statement filed by the Purchaser with the SEC  (collectively,  and as such
documents  have since the time of their filing been amended,  the "PURCHASER SEC
DOCUMENTS").  As of their respective dates, the Purchaser SEC Documents complied
in all material  respects with the  requirements  of the Securities  Act, or the
Exchange  Act,  as the case may be,  and the  rules and  regulations  of the SEC
thereunder  applicable  to such  Purchaser  SEC  Documents.  The  Purchaser  SEC
Documents  constitute  all of the  documents  and reports that the Purchaser was
required  to file with the SEC  pursuant to the  Exchange  Act and the rules and
regulations promulgated thereunder by the SEC.

4.12  Financial  Representations.  Included with the Purchaser SEC Documents are
true,  correct,  and complete copies of audited balance sheets for the Purchaser
dated as of September 30, 2011 (the "PURCHASER ACCOUNTING DATE"),  together with
related  statements of income,  cash flows, and changes in shareholder's  equity
(collectively, the "PURCHASER FINANCIAL STATEMENTS").

The Purchaser Financial Statements:

     (a)  are in accordance with the books and records of the Purchaser;

     (b)  present  fairly the  financial  condition  of the  Purchaser as of the
          respective  dates  indicated  and the results of  operations  for such
          periods; and

     (c)  have been prepared in accordance with US GAAP.
<PAGE>
                                      -12-


The Purchaser has not received any advice or  notification  from its independent
certified public accountants that the Purchaser has used any improper accounting
practice that would have the effect of not reflecting or incorrectly  reflecting
in the Purchaser Financial Statements or the books and records of the Purchaser,
any properties,  assets,  Liabilities,  revenues or expenses. The books, records
and accounts of the  Purchaser  accurately  and fairly  reflect,  in  reasonable
detail,  the assets and  Liabilities  of the  Purchaser.  The  Purchaser has not
engaged in any transaction, maintained any bank account or used any funds of the
Purchaser, except for transactions,  bank accounts and funds which have been and
are reflected in the normally maintained books and records of the Purchaser.

4.13  Absence  of  Undisclosed  Liabilities.   The  Purchaser  has  no  material
Liabilities  or  obligations  either  direct or indirect,  matured or unmatured,
absolute, contingent or otherwise, which:

     (a)  are not set forth in the  Purchaser  Financial  Statements or have not
          heretofore been paid or discharged;

     (b)  did not arise in the regular and ordinary course of business under any
          agreement,  contract, commitment, lease or plan specifically disclosed
          in writing to the Vendor; or

     (c)  have not been incurred in amounts and pursuant to practices consistent
          with past  business  practice,  in or as a result of the  regular  and
          ordinary  course of its business  since the date of the last Purchaser
          Financial Statements.

4.14  Absence  of  Changes.  Since  the  Purchaser  Accounting  Date,  except as
disclosed in the  Purchaser SEC  Documents  and except as  contemplated  in this
Agreement, the Purchaser has not:

     (a)  incurred  any  Liabilities,  other than  Liabilities  incurred  in the
          ordinary  course  of  business  consistent  with  past  practice,   or
          discharged  or  satisfied  any  lien  or  encumbrance,   or  paid  any
          Liabilities,  other than in the ordinary course of business consistent
          with  past  practice,  or  failed  to pay or  discharge  when  due any
          Liabilities  of which the  failure to pay or  discharge  has caused or
          will cause any material  damage or risk of material  loss to it or any
          of its assets or properties;

     (b)  sold, encumbered, assigned or transferred any material fixed assets or
          properties;

     (c)  created,  incurred,  assumed or guaranteed any  indebtedness for money
          borrowed,  or  mortgaged,  pledged or  subjected  any of the  material
          assets or properties of the Purchaser to any mortgage,  lien,  pledge,
          security interest,  conditional sales contract or other encumbrance of
          any nature whatsoever;

     (d)  made  or  suffered  any  amendment  or  termination  of  any  material
          agreement,  contract, commitment, lease or plan to which it is a party
          or by  which  it is  bound,  or  cancelled,  modified  or  waived  any
          substantial  debts  or  claims  held by it or  waived  any  rights  of
          substantial value, other than in the ordinary course of business;

     (e)  declared, set aside or paid any dividend or made or agreed to make any
          other  distribution  or payment in  respect of its  capital  shares or
          redeemed,  purchased  or  otherwise  acquired  or  agreed  to  redeem,
          purchase or acquire any of its capital shares or equity securities;

     (f)  suffered any damage,  destruction  or loss,  whether or not covered by
          insurance,   that  materially  and  adversely  effects  its  business,
          operations, assets, properties or prospects;

     (g)  suffered  any material  adverse  change in its  business,  operations,
          assets, properties, prospects or condition (financial or otherwise);
<PAGE>
                                      -13-


     (h)  received  notice or had knowledge of any actual or  threatened  labour
          trouble, termination,  resignation,  strike or other occurrence, event
          or condition of any similar  character  which has had or might have an
          adverse  effect on its  business,  operations,  assets,  properties or
          prospects;

     (i)  made  commitments  or agreements for capital  expenditures  or capital
          additions or betterments exceeding in the aggregate $500;

     (j)  other than in the ordinary course of business,  increased the salaries
          or other compensation of, or made any advance (excluding  advances for
          ordinary  and  necessary  business  expenses)  or loan to,  any of its
          employees  or  directors  or made any increase in, or any addition to,
          other  benefits  to which any of its  employees  or  directors  may be
          entitled;

     (k)  entered  into any  transaction  other than in the  ordinary  course of
          business consistent with past practice; or

     (l)  agreed, whether in writing or orally, to do any of the foregoing.

4.15 Absence of Certain Changes or Events.  Since the Purchaser Accounting Date,
except as and to the extent disclosed in the Purchaser SEC Documents,  there has
not been:

     (a)  a Purchaser Material Adverse Effect; or

     (b)  any  material  change  by the  Purchaser  in its  accounting  methods,
          principles or practices.

4.16 Subsidiaries. The Purchaser does not have any subsidiaries or agreements of
any nature to acquire any  subsidiary or to acquire or lease any other  business
operations, except as disclosed in the Purchaser SEC Documents.

4.17 Personal Property. There are no material equipment, furniture, fixtures and
other  tangible  personal  property and assets owned or leased by the Purchaser,
except as disclosed in the Purchaser SEC Documents.

4.18  Employees and  Consultants.  The Purchaser  does not have any employees or
consultants, except as disclosed in the Purchaser SEC Documents.

4.19 Material Contracts and Transactions.  Other than as expressly  contemplated
by this  Agreement,  there  are no  material  contracts,  agreements,  licenses,
permits, arrangements,  commitments,  instruments,  understandings or contracts,
whether written or oral, express or implied,  contingent, fixed or otherwise, to
which the  Purchaser  is a party except as disclosed in writing to the Vendor or
as disclosed in the Purchaser SEC Documents.

4.20 No Brokers.  The Purchaser has not incurred any  obligation or liability to
any party for any  brokerage  fees,  agent's  commissions  or  finder's  fees in
connection with the Transaction contemplated by this Agreement.

4.21 Internal Accounting Controls.  The Purchaser maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation of financial  statements in conformity  with US GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate  action is taken with respect to any differences.  The
Purchaser's   certifying  officers  have  evaluated  the  effectiveness  of  the
Purchaser's  controls and procedures as of end of the filing period prior to the
<PAGE>
                                      -14-


filing date of the  Purchaser's  Form 10-K for the year ended September 30, 2011
(such date, the "EVALUATION DATE"). The Purchaser presented in its most recently
filed Form 10-K the conclusions of the Purchaser's certifying officers about the
effectiveness  of the Purchaser's  disclosure  controls and procedures  based on
their  evaluations as of the Evaluation  Date.  Since the Evaluation Date, there
have been no significant  changes in the Purchaser's  internal controls (as such
term is defined in Item 308 of Regulation S-K under the Exchange Act) or, to the
Purchaser's  knowledge,  in other  factors that could  significantly  affect the
Purchaser's internal controls.

4.22  Listing  and  Maintenance  Requirements.  The  Purchaser  Common  Stock is
currently  quoted on the OTC Bulletin Board and the Purchaser has not, in the 12
months  preceding  the date  hereof,  received  any notice from the OTC Bulletin
Board or the FINRA or any trading market on which the Purchaser  Common Stock is
or has  been  listed  or  quoted  to the  effect  that the  Purchaser  is not in
compliance  with the quoting,  listing or  maintenance  requirements  of the OTC
Bulletin Board or such other trading market.

4.23  Application  of  Takeover  Protections.  The  Purchaser  and its  board of
directors  have  taken  all  necessary  action,  if  any,  in  order  to  render
inapplicable any control share acquisition,  business  combination,  poison pill
(including  any  distribution   under  a  rights  agreement)  or  other  similar
anti-takeover  provision under the  Purchaser's  Articles of  Incorporation  (or
similar charter  documents) or the laws of its state of incorporation that is or
could become  applicable to the Purchaser as a result of the transactions  under
this Agreement or the exercise of any rights pursuant to this Agreement.

4.24 No SEC or FINRA  Inquiries.  Neither the  Purchaser  nor any of its past or
present  officers or directors is the subject of any formal or informal  inquiry
or investigation by the SEC or the FINRA. The Purchaser  currently does not have
any  outstanding  comment letters or other  correspondences  from the SEC or the
FINRA.

4.25 No Liabilities.  Upon Closing, the Purchaser shall have no direct, indirect
or contingent Liabilities outstanding that exceed $1,000.

4.26 Completeness of Disclosure.  No representation or warranty by the Purchaser
in  this  Agreement  nor  any  certificate,  schedule,  statement,  document  or
instrument  furnished or to be furnished to the Vendor  pursuant hereto contains
or will contain any untrue statement of a material fact or omits or will omit to
state a material  fact  required to be stated  herein or therein or necessary to
make any statement herein or therein not materially misleading.

5.                CLOSING CONDITIONS

5.1  Conditions  Precedent to Closing by the  Purchaser.  The  obligation of the
Purchaser  to  consummate  the  Transaction  is subject to the  satisfaction  or
written waiver of the conditions set forth below by a date mutually  agreed upon
by the parties  hereto in writing and in accordance  with Section 0. The Closing
of the  Transaction  contemplated  by this  Agreement  will be  deemed to mean a
waiver of all  conditions  to Closing.  These  conditions  precedent are for the
benefit  of the  Purchaser  and  may be  waived  by the  Purchaser  in its  sole
discretion.

     (a)  Representations and Warranties.  The representations and warranties of
          the  Vendor  set forth in this  Agreement  will be true,  correct  and
          complete in all respects as of the Closing Date, as though made on and
          as of the Closing Date.

     (b)  Performance.  All of the  covenants  and  obligations  the  Vendor  is
          required to perform or to comply with pursuant to this Agreement at or
          prior to the Closing must have been performed and complied with in all
          material respects.

     (c)  Transaction Documents.  This Agreement,  the Vendor Documents, the PFN
          Financial  Statements and all other documents  necessary or reasonably
          required to  consummate  the  Transaction,  all in form and  substance
<PAGE>
                                      -15-


          reasonably satisfactory to the Purchaser,  will have been executed and
          delivered to the Purchaser.

     (d)  Directors'  Resolutions  - Vendor.  The  Purchaser  will have received
          copies of  resolutions  duly  adopted by the board of directors of the
          Vendor  approving the execution and delivery of this Agreement and the
          consummation of the transactions contemplated herein.

     (e)  No Material  Adverse Change.  No PFN Material Adverse Effect will have
          occurred since the date of this Agreement.

     (f)  No  Action.  No  suit,  action,  or  proceeding  will  be  pending  or
          threatened which would:

          (i)  prevent the consummation of any of the transactions  contemplated
               by this Agreement; or

          (ii) cause the Transaction to be rescinded following consummation.

     (g)  Corporate Actions.  Purchaser will have completed,  and received FINRA
          approval  for,  a  forward  split  of  its  issued,   outstanding  and
          authorized  common  stock on a 10 for 1 basis,  as well as a change of
          name to Psychic Friends Network Inc.

     (h)  Delivery of Financial  Statements.  The Vendor will have  delivered to
          the Purchaser the PFN Financial Statements, which financial statements
          will include audited  financial  statements for PFN from its inception
          to a date no more than 35 days  before the Closing  Date,  prepared in
          accordance  with  US  GAAP  and  audited  by  an  independent  auditor
          registered with the Public Company  Accounting  Oversight Board in the
          United States.

     (i)  Due Diligence  Review of Financial  Statements.  The Purchaser and its
          accountants  will be  reasonably  satisfied  with their due  diligence
          investigation and review of the PFN Financial Statements.

     (j)  Due Diligence  Generally.  The Purchaser  and its  solicitors  will be
          reasonably  satisfied  with their due diligence  investigation  of PFN
          that is reasonable  and customary in a transaction of a similar nature
          to that contemplated by the Transaction, including:

          (i)  materials,  documents  and  information  in  the  possession  and
               control of PFN and the Vendor which are reasonably germane to the
               Transaction;

          (ii) a physical  inspection  of the assets of PFN by the  Purchaser or
               its representatives; and

          (iii) title to the material assets of PFN.

5.2 Conditions  Precedent to Closing by the Vendor. The obligation the Vendor to
consummate the  Transaction is subject to the  satisfaction or written waiver of
the  conditions  set forth below by a date  mutually  agreed upon by the parties
hereto  in  writing  and in  accordance  with  Section  0.  The  Closing  of the
Transaction will be deemed to mean a waiver of all conditions to Closing.  These
conditions  precedent are for the benefit of the Vendor and may be waived by the
Vendor in its sole discretion.

     (a)  Representations and Warranties.  The representations and warranties of
          the Purchaser set forth in this  Agreement  will be true,  correct and
          complete in all respects as of the Closing Date, as though made on and
          as of the Closing Date and the  Purchaser  will have  delivered to the
          Vendor a  certificate  dated the Closing  Date, to the effect that the
<PAGE>
                                      -16-


          representations and warranties made by the Purchaser in this Agreement
          are true and correct.

     (b)  Performance.  All of the covenants and obligations  that the Purchaser
          is required to perform or to comply with pursuant to this Agreement at
          or prior to the Closing must have been  performed and complied with in
          all material  respects.  The Purchaser must have delivered each of the
          documents required to be delivered by it pursuant to this Agreement.

     (c)  Transaction Documents. This Agreement, the Purchaser Documents and all
          other  documents  necessary or reasonably  required to consummate  the
          Transaction,  all in form and substance reasonably satisfactory to the
          Vendor, will have been executed and delivered by the Purchaser.

     (d)  Directors'  Resolutions  -  Purchaser.  The Vendor will have  received
          copies of  resolutions  duly  adopted by the board of directors of the
          Purchaser  approving the execution and delivery of this  Agreement and
          the consummation of the transactions contemplated herein.

     (e)  No Material Adverse Change. No Purchaser  Material Adverse Effect will
          have occurred since the date of this Agreement.

     (f)  No Liabilities. All of the Purchaser's liabilities in excess of $1,000
          shall have been satisfied as of the Closing.

     (g)  Share Cancellation. Ya Tang Chao, the Purchaser's director and officer
          shall cancel 50,000,000  post-split  shares of the Purchaser's  common
          stock owned by her.

     (h)  Loan.  The Vendor shall have received a loan in the amount of at least
          $5,000, convertible into shares of the Purchaser at $0.75 per share.

     (i)  Private  Placement.  The Purchaser shall have secured financing in the
          aggregate  amount of $750,000  at a minimum  price of $0.75 per common
          share,  with $250,000,  including the loan described in 5.2(h),  to be
          closed by the Closing Date,  $250,000 to be closed  within  thirty-one
          days of the Closing Date, and $250,000 to be closed within ninety (90)
          days of the Closing Date.

     (j)  No  Action.  No  suit,  action,  or  proceeding  will  be  pending  or
          threatened before any governmental or regulatory  authority wherein an
          unfavorable judgment, order, decree, stipulation, injunction or charge
          would result in and/or:

          (i)  prevent the consummation of any of the transactions  contemplated
               by this Agreement; or

          (ii) cause the Transaction to be rescinded following consummation.

     (k)  Outstanding  Shares.  On the Closing Date the  Purchaser  will have no
          more than  82,683,334  shares of  Purchaser  Common  Stock  issued and
          outstanding,  after giving effect to issuance of the Purchaser Shares,
          the  conversion of the Loan,  the initial  $250,000  financing and the
          share cancellation contemplated by subsection (g) herein.

     (l)  Public  Market.  On the Closing Date,  the shares of Purchaser  Common
          Stock will be quoted on the OTC Bulletin Board.
<PAGE>
                                      -17-


     (m)  Due  Diligence  Review of  Financial  Statements.  The  Vendor and its
          accountants  will be  reasonably  satisfied  with their due  diligence
          investigation and review of the Purchaser  Financial  Statements,  the
          Purchaser  SEC  Documents,  and  the  contents  thereof,  prepared  in
          accordance with US GAAP.

     (n)  Due  Diligence  Generally.  The  Vendor  and  its  solicitors  will be
          reasonably  satisfied  with their due diligence  investigation  of the
          Purchaser  that is  reasonable  and  customary in a  transaction  of a
          similar nature to that contemplated by the Transaction.

6. ADDITIONAL COVENANTS OF THE PARTIES

6.1 Notification of Financial  Liabilities.  The Vendor will immediately  notify
the Purchaser in accordance with Section 0 hereof, if PFN receives any advice or
notification  from its independent  certified  public accounts that PFN has used
any improper accounting practice that would have the effect of not reflecting or
incorrectly  reflecting  in  the  books,  records,  and  accounts  of  PFN,  any
properties,  assets,  Liabilities,  revenues,  or expenses.  Notwithstanding any
statement to the contrary in this Agreement,  this covenant will survive Closing
and continue in full force and effect.

6.2 Access and Investigation. Between the date of this Agreement and the Closing
Date, the Vendor,  on the one hand, and the Purchaser,  on the other hand, will,
and will cause each of their respective representatives to:

     (a)  afford the other and its  representatives  full and free access to its
          personnel, properties, assets, contracts, books and records, and other
          documents and data;

     (b)  furnish  the other  and its  representatives  with  copies of all such
          contracts, books and records, and other existing documents and data as
          required by this  Agreement and as the other may otherwise  reasonably
          request; and

     (c)  furnish  the  other  and  its  representatives  with  such  additional
          financial,  operating, and other data and information as the other may
          reasonably request.

All  of  such  access,  investigation  and  communication  by a  party  and  its
representatives  will be conducted  during normal business hours and in a manner
designed  not to interfere  unduly with the normal  business  operations  of the
other party.  Each party will instruct its auditors to co-operate with the other
party and its representatives in connection with such investigations.

6.3  Confidentiality.  All information  regarding the business of PFN including,
without  limitation,  financial  information  that the  Vendor  provides  to the
Purchaser during the Purchaser's due diligence investigation of PFN will be kept
in strict confidence by the Purchaser and will not be used (except in connection
with due diligence), dealt with, exploited or commercialized by the Purchaser or
disclosed to any third party (other than the Purchaser's professional accounting
and legal advisors) without the prior written consent of PFN. If the Transaction
contemplated  by this  Agreement  does not  proceed  for any  reason,  then upon
receipt of a written  request from the Vendor,  the Purchaser  will  immediately
return to the Vendor (or as directed by the  Vendor)  any  information  received
regarding PFN's business.  Likewise,  all information  regarding the business of
the Purchaser  including,  without  limitation,  financial  information that the
Purchaser  provides to the Vendor during its due diligence  investigation of the
Purchaser  will be kept in strict  confidence by the Vendor and will not be used
(except  in  connection   with  due   diligence),   dealt  with,   exploited  or
commercialized  by the Vendor or  disclosed  to any third party  (other than the
Vendor's  professional  accounting and legal  advisors)  without the Purchaser's
prior written  consent.  If the Transaction  contemplated by this Agreement does
not proceed  for any reason,  then upon  receipt of a written  request  from the
Purchaser,  the Vendor will immediately  return to the Purchaser (or as directed
by the Purchaser) any information received regarding the Purchaser's business.
<PAGE>
                                      -18-


6.4 Notification.  Between the date of this Agreement and the Closing Date, each
party to this  Agreement  will promptly  notify the other party in writing if it
becomes  aware of any fact or condition  that causes or  constitutes  a material
breach  of any of its  representations  and  warranties  as of the  date of this
Agreement,  if it  becomes  aware  of the  occurrence  after  the  date  of this
Agreement  of any fact or  condition  that would cause or  constitute a material
breach  of any  such  representation  or  warranty  had such  representation  or
warranty  been made as of the time of  occurrence  or  discovery of such fact or
condition.  Should any such fact or condition require any change in any schedule
to this Agreement  relating to such party,  such party will promptly  deliver to
the other party a supplement to such schedule specifying such change. During the
same period,  each party will promptly  notify the other party of the occurrence
of any  material  breach of any of its  covenants  in this  Agreement  or of the
occurrence  of any  event  that  may make the  satisfaction  of such  conditions
impossible or unlikely.

6.5 Exclusivity.  Until such time, if any, as this Agreement is terminated,  the
Vendor and the Purchaser will not,  directly or indirectly,  solicit,  initiate,
entertain or accept any inquiries or proposals from,  discuss or negotiate with,
provide any non-public information to, or consider the merits of any unsolicited
inquiries or proposals  from, any person or entity  relating to any  transaction
involving the sale of the business or assets (other than in the ordinary  course
of  business),  or any of  the  capital  stock  of  PFN  or  the  Purchaser,  as
applicable,  or any  merger,  consolidation,  business  combination,  or similar
transaction other than as contemplated by this Agreement.

6.6 Conduct of the Vendor and the Purchaser  Prior to Closing.  From the date of
this  Agreement to the Closing Date, and except to the extent that the Purchaser
otherwise  consents in writing,  the Vendor  will ensure that PFN  operates  its
business substantially as presently operated and only in the ordinary course and
in compliance  with all  applicable  laws,  and use its best efforts to preserve
intact its good reputation and present business organization and to preserve its
relationships with persons having business dealings with it. Likewise,  from the
date of this  Agreement to the Closing  Date,  and except to the extent that the
Vendor  otherwise  consents in writing,  the Purchaser will operate its business
substantially  as  presently  operated  and only in the  ordinary  course and in
compliance with all applicable laws, and use its best efforts to preserve intact
its good  reputation  and present  business  organization  and to  preserve  its
relationships with persons having business dealings with it.

6.7 Certain Acts  Prohibited - the Vendor.  Except as expressly  contemplated by
this  Agreement or for purposes in furtherance  of this  Agreement,  between the
date of this  Agreement and the Closing Date,  the Vendor will not,  without the
prior written consent of the Purchaser:

     (a)  incur any liability or obligation other than in the ordinary course of
          business or encumber or permit the  encumbrance  of any  properties or
          assets of PFN except in the ordinary course of business;

     (b)  dispose of or  contract  to dispose of any  property or assets of PFN,
          including the  Intellectual  Property  Assets,  except in the ordinary
          course of business consistent with past practice;

     (c)  not materially increase the benefits or compensation  expenses of PFN,
          other than as contemplated by the terms of any employment agreement in
          existence   on  the  date  of  this   Agreement,   increase  the  cash
          compensation of any director,  executive officer or other key employee
          or pay any benefit or amount not required by a plan or  arrangement as
          in effect on the date of this Agreement to any such person.

6.8 Certain Acts Prohibited - the Purchaser. Except as expressly contemplated by
this  Agreement,  between the date of this  Agreement and the Closing Date,  the
Purchaser will not, without the prior consent of the Vendor:

     (a)  incur  any   liability  or   obligation  or  encumber  or  permit  the
          encumbrance of any properties or assets of the Purchaser except in the
          ordinary course of business consistent with past practice;
<PAGE>
                                      -19-


     (b)  dispose of or  contract  to dispose of any  property  or assets of the
          Purchaser  except in the ordinary  course of business  consistent with
          past practice;

     (c)  declare,  set  aside  or pay  any  dividends  on,  or make  any  other
          distributions in respect of the Purchaser Common Stock; or

     (d)  materially   increase   benefits  or  compensation   expenses  of  the
          Purchaser,  increase the cash compensation of any director,  executive
          officer or other key employee or pay any benefit or amount to any such
          person.

6.9  Employment  Agreements.  Between the date of this Agreement and the Closing
Date, the Vendor will cause PFN to make necessary  arrangements to employ all of
the hourly and salaried  employees of PFN  reasonably  necessary to operate such
business substantially as presently operated.

6.10  Purchaser  Officers.  The current  director of the Purchaser  will appoint
certain  officers  from PFN as  officers of the  Purchaser  prior to the Closing
Date,  and the  Purchaser  will  accept  the  resignation  of Ta Tang Chao as an
officer of the Purchaser.

6.11  Corporate  Changes.  The Purchaser will not undertake any reverse split of
its common stock for a period of 12 months after Closing.

6.12  Restrictions  on Further  Financing.  The Purchaser will not undertake any
financing  structured as a pre-registered  equity line of credit for a period of
12 months after Closing.

6.13 Inability to Raise Funds. If, due to no fault of the Vendor or the Vendor's
principles  acting as principles of the Purchaser after the Closing,  the Vendor
is not able to raise the full  amount of  $750,000  as  contemplated  by Section
5.2(i) of this Agreement,  the Vendor shall be issued  additional  shares of the
Purchaser's common stock. If the Purchaser is not able to raise

     (a)  the  first  $250,000  of the  post-closing  funds  required  under the
          financing  commitment  in  Section  5.2(i)  within  forty  days  after
          Closing,  the Vendor shall receive an additional  30,000,000 shares of
          the Purchaser's common stock; and

     (b)  the second  $250,000  of the  post-closing  funds  required  under the
          financing  commitment in Section  5.2(i) within ninety (90) days after
          Closing,  the Vendor shall receive an additional  40,000,000 shares of
          the Purchaser's common stock.

Additionally,  if the  Purchaser  is not able to raise  any of the  post-closing
funds  required  under  the  financing   commitment  in  Section   5.2(i),   the
restrictions on corporate changes in Section 6.11 shall be null and void.

7. CLOSING

7.1 Closing.  The Closing shall take place on the Closing Date at the offices of
the  solicitors  for the Purchaser or at such other location as agreed to by the
parties. Notwithstanding the location of the Closing, each party agrees that the
Closing may be completed by the exchange of undertakings  between the respective
legal counsel for the Vendor and the Purchaser,  provided such  undertakings are
satisfactory to each party's respective legal counsel.

7.2 Closing  Deliveries  of the Vendor.  At Closing,  the Vendor will deliver or
cause  to be  delivered  the  following,  fully  executed  and in the  form  and
substance reasonably satisfactory to the Purchaser:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the board of directors of the Vendor evidencing  approval of
          this Agreement and the Transaction;
<PAGE>
                                      -20-


     (b)  the  Vendor  Documents,  the PFN  Financial  Statements  and any other
          necessary documents,  each duly executed by the Vendor, as required to
          give effect to the Transaction.

7.3 Closing Deliveries of the Purchaser.  At Closing, the Purchaser will deliver
or cause to be  delivered  the  following,  fully  executed  and in the form and
substance reasonably satisfactory to the Vendor:

     (a)  copies of all  resolutions  and/or  consent  actions  adopted by or on
          behalf of the board of directors of the Purchaser  evidencing approval
          of this Agreement and the Transaction;

     (b)  documents evidencing the satisfaction of Purchaser's liabilities as of
          the date of the Closing;

     (c)  share   certificates,   duly   endorsed   in  blank,   and  all  other
          documentation  necessary for the cancellation of 50,000,000  shares of
          the Purchaser's post-split common stock held by Ya Tang Chao;

     (d)  $245,000  private  placement  set to  complete  on the closing of this
          Agreement;

     (e)  the Purchaser Documents and any other necessary  documents,  each duly
          executed  by  the  Purchaser,  as  required  to  give  effect  to  the
          Transaction;

     (f)  a shareholder  list of the  Purchaser  dated within 5 business days of
          the Closing; and

     (g)  the  resolutions  required  to  effect  the  changes  contemplated  in
          Sections ERROR! REFERENCE SOURCE NOT FOUND..

8. TERMINATION

8.1  Termination.  This  Agreement  may be  terminated  at any time prior to the
Closing Date by:

     (a)  mutual agreement of the Purchaser and the Vendor;

     (b)  the  Purchaser,  if there has been a material  breach by the Vendor of
          any material representation, warranty, covenant or agreement set forth
          in this Agreement on the part of the Vendor that is not cured,  to the
          reasonable  satisfaction  of the  Purchaser,  within ten business days
          after notice of such breach is given by the Purchaser  (except that no
          cure period  will be  provided  for a breach by the Vendor that by its
          nature cannot be cured);

     (c)  the Vendor,  if there has been a material  breach by the  Purchaser of
          any material representation, warranty, covenant or agreement set forth
          in this  Agreement on the part of the  Purchaser  that is not cured by
          the breaching  party,  to the reasonable  satisfaction  of the Vendor,
          within ten  business  days after notice of such breach is given by the
          Vendor  (except  that no cure period will be provided  for a breach by
          the Purchaser that by its nature cannot be cured);

     (d)  the Purchaser if the  Transaction  is not closed within 30 days of the
          delivery of the PFN Financial Statements; or

     (e)  the Purchaser or the Vendor if any permanent injunction or other order
          of  a  governmental  entity  of  competent  authority  preventing  the
          consummation  of the  Transaction  contemplated  by this Agreement has
          become final and non-appealable.
<PAGE>
                                      -21-


8.2 Effect of Termination.  In the event of the termination of this Agreement as
provided  in Section 0, this  Agreement  will be of no further  force or effect,
provided,  however, that no termination of this Agreement will relieve any party
of  liability  for any breaches of this  Agreement  that are based on a wrongful
refusal or failure to perform any obligations.

9. INDEMNIFICATION, REMEDIES, SURVIVAL

9.1 Certain Definitions. For the purposes of this Article 0 the terms "LOSS" and
"LOSSES"  mean  any and all  demands,  claims,  actions  or  causes  of  action,
assessments, losses, damages, Liabilities, costs and expenses, including without
limitation, interest, penalties, fines and reasonable attorneys, accountants and
other professional fees and expenses, but excluding any indirect,  consequential
or punitive damages  suffered by the Purchaser or the Vendor  including  damages
for lost profits or lost business opportunities.

9.2 Agreement of the Vendor to Indemnify. The Vendor will indemnify, defend, and
hold harmless, to the full extent of the law, the Purchaser and its shareholders
from, against,  and in respect of any and all Losses asserted against,  relating
to,  imposed upon, or incurred by the Purchaser and its  shareholders  by reason
of, resulting from, based upon or arising out of:

     (a)  the breach by the Vendor of any  representation  or warranty of Vendor
          contained in or made pursuant to this  Agreement,  any PFN Document or
          any  certificate  or  other  instrument  delivered  pursuant  to  this
          Agreement; or

     (b)  the  breach  or  partial  breach  by the  Vendor  of any  covenant  or
          agreement of the Vendor made in or pursuant to this Agreement, any PFN
          Document or any certificate or other instrument  delivered pursuant to
          this Agreement.

9.3  Agreement of the  Purchaser to Indemnify.  The  Purchaser  will  indemnify,
defend,  and hold  harmless,  to the full extent of the law,  the Vendor and PFN
from,  against,  for,  and in respect of any and all  Losses  asserted  against,
relating  to,  imposed  upon,  or  incurred  by the Vendor and PFN by reason of,
resulting from, based upon or arising out of:

     (a)  the breach by the Purchaser of any  representation  or warranty of the
          Purchaser  contained  in or  made  pursuant  to  this  Agreement,  any
          Purchaser  Document or any certificate or other  instrument  delivered
          pursuant to this Agreement; or

     (b)  the breach or  partial  breach by the  Purchaser  of any  covenant  or
          agreement of the Purchaser made in or pursuant to this Agreement,  any
          Purchaser  Document or any certificate or other  instrument  delivered
          pursuant to this Agreement.

10. MISCELLANEOUS PROVISIONS

10.1 Effectiveness of Representations;  Survival. Each party is entitled to rely
on the  representations,  warranties and agreements of each of the other parties
and all  such  representations,  warranties  and  agreements  will be  effective
regardless  of any  investigation  that any  party has  undertaken  or failed to
undertake.  Unless otherwise stated in this Agreement,  and except for instances
of fraud,  the  representations,  warranties  and  agreements  will  survive the
Closing  Date and  continue  in full force and  effect  until one year after the
Closing Date.

10.2 Further Assurances. Each of the parties will co-operate with the others and
execute and deliver to the other  parties such other  instruments  and documents
and take such other actions as may be reasonably  requested from time to time by
any other party as  necessary to carry out,  evidence,  and confirm the intended
purposes of this Agreement.
<PAGE>
                                      -22-


10.3  Amendment.  This  Agreement may not be amended  except by an instrument in
writing signed by each of the parties.

10.4  Expenses.  The  Purchaser  will  bear  all of its own  costs  incurred  in
connection   with  the   preparation   of   Transaction   contemplated   herein.
Additionally,  the Purchaser will bear all costs associated with the auditing of
PFN and  the  review  of all  documents  pertaining  to the  Transaction  by the
Vendor's counsel.

10.5 Entire  Agreement.  This Agreement,  the schedules  attached hereto and the
other documents in connection with the Transaction  contain the entire agreement
between the parties with respect to the subject  matter hereof and supersede all
prior  arrangements  and  understandings,  both  written and oral,  expressed or
implied,  with  respect  thereto.  Any  preceding  correspondence  or offers are
expressly superseded and terminated by this Agreement.

10.6 Notices. All notices and other  communications  required or permitted under
this  Agreement  must be in writing and will be deemed given if sent by personal
delivery,     faxed    with     electronic     confirmation     of     delivery,
internationally-recognized  express  courier or  registered  or  certified  mail
(return receipt requested).

All such notices and other communications will be deemed to have been received:

     (a)  in the case of personal delivery, on the date of such delivery;

     (b)  in the case of a fax,  when the party  sending  such fax has  received
          electronic confirmation of its delivery;

     (c)  in the case of delivery by internationally-recognized express courier,
          on the business day following dispatch; and

     (d)  in the case of mailing, on the fifth business day following mailing.

10.7  Headings.  The headings  contained in this  Agreement are for  convenience
purposes  only and will not affect in any way the meaning or  interpretation  of
this Agreement.

10.8  Benefits.  This Agreement is and will only be construed as for the benefit
of or enforceable by those persons party to this Agreement.

10.9 Assignment. This Agreement may not be assigned (except by operation of law)
by any party without the consent of the other parties.

10.10  Governing  Law.  This  Agreement  will be  governed by and  construed  in
accordance with the laws of the State of Nevada applicable to contracts made and
to be performed therein.

10.11 Construction. The language used in this Agreement will be deemed to be the
language  chosen by the parties to express their mutual  intent,  and no rule of
strict construction will be applied against any party.

10.12  Gender.  All  references  to any party will be read with such  changes in
number and gender as the context or reference requires.

10.13  Business  Days. If the last or appointed day for the taking of any action
required or the  expiration  of any rights  granted  herein shall be a Saturday,
Sunday or a legal holiday in the State of Nevada,  then such action may be taken
or right may be  exercised on the next  succeeding  day which is not a Saturday,
Sunday or such a legal holiday.
<PAGE>
                                      -23-


10.14 Counterparts.  This Agreement may be executed in one or more counterparts,
all of which  will be  considered  one and the same  agreement  and will  become
effective when one or more  counterparts have been signed by each of the parties
and delivered to the other parties,  it being  understood  that all parties need
not sign the same counterpart.

10.15 Fax  Execution.  This  Agreement  may be  executed by delivery of executed
signature  pages  by fax  and  such  fax  execution  will be  effective  for all
purposes.

10.16  Schedules.  The schedules are attached to this Agreement and incorporated
herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

WEB WIZARD, INC.


Per: /s/ Ya Tang Chao
    --------------------------------
     Authorized Signatory
     Name: Ya Tang Chao
     Title: President

PFN HOLDINGS


Per: /s/ Marc Lasky
    --------------------------------
     Authorized Signatory
     Name: Marc Lasky
     Title: President

YA TANG CHAO


/s/ Ya Tang Chao
------------------------------------
<PAGE>
                                   SCHEDULE 1

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                     DIRECTORS AND OFFICERS OF PFN HOLDINGS.

Sole Director and Officer: Marc Lasky

<PAGE>
                                   SCHEDULE 2

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                   DIRECTORS AND OFFICERS OF WEB WIZARD, INC.

Ya Tang Chao - Sole Director and Officer

<PAGE>
                                   SCHEDULE 3

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

         PFN LEASES, SUBLEASES, CLAIMS, CAPITAL EXPENDITURES, TAXES AND
                             OTHER PROPERTY ASSETS

None.

<PAGE>
                                   SCHEDULE 4

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                            PFN INTELLECTUAL PROPERTY

1. Trademark for Psychic Friends Network.

USPTO    Serial # 78583100 and Registration # 3063407

<PAGE>
                                   SCHEDULE 5

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                             PFN MATERIAL CONTRACTS

None.

<PAGE>
                                   SCHEDULE 6

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                   PFN EMPLOYMENT AGREEMENTS AND ARRANGEMENTS

None.

<PAGE>
                                   SCHEDULE 7

    TO THE ACQUISITION AGREEMENT BETWEEN WEB WIZARD, INC. (THE "PURCHASER"),
        PFN HOLDINGS (THE "VENDOR") AND YA TANG CHAO (THE "SHAREHOLDER")

                              LISTING OF PFN ASSETS

1. Trademark for Psychic Friends Network.

USPTO    Serial # 78583100 and Registration # 3063407

2. Domain names

Domain Name                          Expires
-----------                          -------

CLASSICPSYCHICFRIENDS.COM           5/23/2013
NEWPFN.COM                          5/23/2013
NEWPFN.NET                          5/23/2013
NEWPSYCHICFRIENDS.COM               5/23/2013
PSYCHIC-FRIENDS-NETWORK.COM         5/23/2013
PSYCHICFRIEND.INFO                  5/6/2013
PSYCHICFRIENDNETWORK.COM            5/23/2013
PSYCHICFRIENDS.BIZ                  10/31/2012
PSYCHICFRIENDS.INFO                 4/27/2013
PSYCHICFRIENDS.MOBI                 11/1/2012
PSYCHICFRIENDS.US 1                 0/31/2012
PSYCHICFRIENDSNET.COM               5/23/2013
PSYCHICFRIENDSNET.NET               5/23/2013
PSYCHICFRIENDSNET.ORG               12/29/2012
PSYCHICFRIENDSNETWORK.COM           10/10/2017
PSYCHICFRIENDSNETWORK.INFO          5/6/2013
PSYCHICFRIENDSNETWORK.ORG           5/16/2013
THENEWPFN.COM                       5/23/2013
THEPFN.COM                          5/23/2013
YOURPFN.COM                         5/23/2013

3. the physical website at http://www.psychicfriendsnetwork.com/

4. existing productions

5. In-house Production of all Infomercials and direct response commercials

6. merchant account