FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

         FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated
as of April 29, 2005, by and between AMITY ENTERTAINMENT, INC., a Delaware
corporation ("Purchaser"), and MAC FILMWORKS, INC., a Delaware corporation (the
"Seller").

                              W I T N E S S E T H:

         WHEREAS, the Purchaser and the Seller entered into that certain Asset
Purchase Agreement, dated as of March 18, 2005 (the "Purchase Agreement"),
pursuant to which the Purchaser agreed to purchase, and the Seller agreed to
sell, certain assets of the Seller, as more particularly described therein; and

         WHEREAS, the parties hereto have agreed to amend the Purchase Agreement
accordance with the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein, the parties hereby agree as follows:

         1. Definitions. Terms used but not defined herein shall have the
meanings assigned thereto in the Purchase Agreement.

         2. Amendments to Purchase Agreement.

                  (a) Section 1.05 shall be, and hereby is, amended and restated
         in its entirety to read as follows:

                  "Section 1.05. Purchase Price. The purchase price for the
                  Assets shall be an amount equal to one million six hundred
                  twenty thousand dollars ($1,600,000) (the "Purchase Price)."

                  (b) Section 1.06(a) shall be, and hereby is, amended and
         restated in its entirety to read as follows

                  "(a) to Seller, the Purchase Price less (i) the principal
                  amount of the Seller Notes, and (ii) the amounts paid to the
                  obligors under the Seller Obligations pursuant to Section
                  1.06(b) below (the "Closing Cash Consideration");"

                  (c) Section 1.06(c) shall be, and hereby is, amended and
         restated in its entirety to read as follows:

                  "(c) to Seller, a promissory note in a form to be mutually
                  agreed upon by Seller and Purchaser (the "First Seller Note")
                  in the amount of two hundred fifty thousand dollars ($250,000)
                  that will be secured by the Assets and due and payable on the
                  date that is twelve (12) months from the Closing Date"


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                  (d) A new Section 1.06(d) shall be added immediately following
         Section 1.06(c) and shall read as follows:

                  "(d) to Seller, a promissory note in a form to be mutually
                  agreed upon by Seller and Purchaser (the "Second Seller Note"
                  and, together with the First Seller Note, the "Seller Notes")
                  in the amount of two hundred fifty thousand dollars ($250,000)
                  that will be secured by the Assets and due and payable on the
                  date that is twenty four (24) months from the Closing Date"

                  (e) Section 2.02(a)(i) shall be amended by deleting the phrase
         "Seller Note" where it appears in such section and inserting the phrase
         "Seller Notes" in lieu thereof.

                  (f) Section 7.09 shall be amended and restated in its entirety
         as follows:

                  "Section 7.09.  Intentionally Omitted."

                  (g) The first sentence of Section 9.05 shall be amended by
         deleting the phrase "against the Seller Note" where it appears in such
         sentence and inserting the phrase "first against the First Seller Note
         if any amounts are then outstanding under such note, and then against
         the Second Seller Note if any amounts are then outstanding under such
         note" in lieu thereof.

                  (h) The penultimate sentence of Section 9.05 shall be amended
         by deleting the parenthetical "(on the dates and in the amounts set
         forth in the Seller Note)" where it appears in such section and
         inserting the parenthetical "(on the dates and in the amounts set forth
         in the applicable Seller Note)" in lieu thereof.

                  (i) The definition of "Seller Note" shall be deleted in its
         entirety and the following definition inserted in lieu thereof:

                  "Seller Notes" shall have the meaning set forth in Section
         1.06(d)"

                  (j) Schedule 3.06(a) shall be amended by deleting such
         schedule in its entirety and replacing it with the revised Schedule
         3.06(a) attached hereto as Exhibit A.

         3. Counterparts. This Amendment may be executed by the parties hereto
individually or in any combination, in one or more counterparts, each of which
shall be an original and all of which shall constitute one and the same
instrument.

         4. Purchase Agreement in Full Force and Effect. All of the provisions
of the Purchase Agreement shall remain in full force and effect from and after
the date hereof as amended hereby.

         5. References to Purchase Agreement. From and after the date hereof,
(i) all references in the Purchase Agreement to "this Agreement," "hereof,"
"herein," or similar terms, (ii) all references to the Purchase Agreement in
each agreement, instrument and other document executed or delivered in
connection with the Purchase Agreement, and (iii) all references to the Purchase
Agreement and all other related documents, shall mean and refer to the Purchase
Agreement as amended by this Amendment.


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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.

                        AMITY ENTERTAINMENT, INC.

                        By: _________________________________
                            Name:
                            Title:

                        MAC FILMWORKS, INC.

                        By: _________________________________
                            Name:
                            Title:

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                                    EXHIBIT A

                                Schedule 3.06(a)

                                  See Attached