Exhibit 10.1


ASSET PURCHASE AGREEMENT

between

LUX DIGITAL PICTUTES INC.

(a Wyoming corporation)

and

LUX DIGITAL PICTURES, GmbH,
(a German Registered Company)


          THIS
ASSET PURCHASE AGREEMENT (this “Agreement”), dated June 1, 2008, between
related “sister” Company’s Lux Digital Pictures GmbH, a German Registered
Company, (“Seller” herein) and Lux Digital Pictures Inc., a Nevada corporation,
(“Buyer” herein), is made with reference to the following provisions, and shall
be effective upon payment of the Purchase Price and execution of this
Agreement.


          RECITALS


          A.
The Seller owns certain motion picture rights, copyrights and licenses as well
as certain “brands” and “business concepts” and certain rights to ongoing
business and contracts as more fully detailed in Schedules “A”, “B”, “C” and
“D” attached hereto and made part of this Agreement (“Assets”).


          B.
Seller desires to transfer and sell the Assets and the Buyer desires to acquire
the Assets and assume all of Seller’s right, title and interest in and to the
Assets and Seller is agreed to accept shares of common stock in the Buyer as
full consideration for the Assets.


          C.
The Buyer and Seller agree that upon execution of the document and payment of
the Purchase Price, title to the Assets shall immediately pass to Buyer and
Buyer shall have complete use, control and benefit of the Assets and Seller
shall become the majority and controlling shareholder of Buyer.


          AGREEMENT


          NOW,
THEREFORE, in consideration of the mutual agreements, warranties and
representations contained in this Agreement, the parties hereby agree as
follows.


          Incorporation
of Recitals


          The
recitals and prefatory phrases and paragraphs set forth above are hereby incorporated
in full and made part of this Agreement.






          ASSET
PURCHASE AND CONSIDERATION


          1.
Assets. Seller agrees to sell and transfer, and Buyer agrees to purchase the
Assets free and clear of all liens, claims and encumbrances, except solely for
the assumption of Seller’s obligations to complete two (2) feature documentary
motion pictures and for any guild residuals or profit participations that may
be due, in connection with the motion picture rights and licenses acquired
hereunder, and as more fully detailed in the Schedules attached hereto. 


          4.
Assignment of Rights. Seller will assign and Buyer will accept and assume all
of Seller’s rights, title and interest in and to the Assets and any contracts
in connection therewith.


          5.
Purchase Price. The purchase price for the Assets shall be the issuance by
Buyer to Seller of 38,000,000 shares of Buyer’s common stock and 2,500,000
shares of Buyers preferred stock (“Shares”).


          6.
Execution and Closing. The consummation of the transaction contemplated by this
Agreement shall occur immediately upon the execution of this Agreement and the
receipt of Seller of the Shares at which time Buyer shall be delivered all
required materials in connection with the conveyance of the Assets and at which
time Buyer shall assume full control of the Assets.


          After
execution of this Agreement, Seller will provide, at its own expense, full
delivery to Buyer of any and all materials, elements, agreements and physical
properties and materials that may be required herein for Buyer to effectively
and efficiently assume all right, title and benefits of the acquired Assets.
Should it be required by Buyer, the Seller shall provide assignments, such
bills of sale and instruments of transfer and conveyance as shall be reasonably
be required by Buyer for the transfer to Buyer of all right, title and interest
of Seller in and to the Assets. The parties shall also deliver to each other
such officer certificates and other instruments as may be reasonably required
to effect the transaction contemplated herein.


          
ASSET LIABILITY, BUYERS REPRESENTATIONS AND ISSUANCE OF SHARES


          7.
Asset Liability. Buyer shall not assume or be responsible for any liabilities
or obligations of Seller, except for those assumed obligations described
herein, including without limitation, any liabilities which Seller was
obligated to satisfy prior to execution Date, or for any tax liability of the
Seller . Buyer shall take all Assets transferred by this Agreement free of any
liens, claims, and encumbrances existing or claimed to exist on the Assets.






          8.
Buyers Representations. The Seller acknowledges and agrees that the Shares
being issued to Seller hereunder, as the Purchase Price, are being issued by
the Buyer as a private Company and there shall be no tradable exchange for the
Shares unless and until Buyer makes successful filings with the SEC and FINRA
to allow Buyers common stock to be traded in the public market. Seller further
acknowledges that it understands that it is the Buyers intent to make such
filings but that Buyer has no obligation, whatsoever, to Seller or anyone
related to Seller to make any such filings and it shall do so in its sole
discretion and judgment. In the event that Buyer eventually becomes a publicly
traded Company Seller acknowledges that the Shares issued to Seller hereunder
will be issued in accordance with rule 144 of the Securities Act and, as such,
Seller further acknowledges and agrees that all Shares issue hereunder will be
“restricted securities” within the meaning of the Securities Act.


          9.
Issuance of Shares. The Seller acknowledges that the Buyer has not agreed and
has no obligation to register the resale of the Shares under the Securities
Act. Seller acknowledges and agrees that any and all certificates representing
the Shares, to be issued hereunder, may be endorsed with restrictive legends.
Seller acknowledges that it is a related Company to Buyer and is, therefore,
familiar with the details of Buyer’s financial condition and that Seller
represents that it is sophisticated and experienced in financial matters and
that the Shares being issued hereunder are for Seller’s own account and that
the issuance of the Shares have not been reviewed by the SEC or any securities
regulatory authorities.


          OTHER
REPRESENTATIONS OF THE SELLER’S AND BUYER


          10.
Other Representations of the Seller. Seller hereby represents and warrants to
Buyer as follows:


          (a)
Title to the Purchase Assets. Seller is the lawful owner and has good and
marketable title to all of the Assets and hereby grants indemnification unto
Buyer and its successors and assigns against claims of any third parties.
Seller is a duly authorized corporation under the laws of Germany, validly
existing and in good standing. This Agreement has been duly authorized by the
Board of Directors of Seller and constitutes the binding and enforceable
obligation of Seller. Seller has authority to sell and transfer the Assets,
which are free and clear from any liens or encumbrances. Additionally, Seller
has received all consents regarding the acquisition from any entities whose
consents are necessary, including but not limited to, any and all governmental
regulatory agencies whose consents are necessary, holders of notes, company
affiliates, and corporate consents.






          (b)
Seller’s Liabilities. Seller represents that it does not have any liability or
obligation (direct or indirect, contingent or absolute, known or unknown,
mature or unmatured of any nature whatsoever, whether arising out of contract,
tort, statute or other (“Liabilities”), except: (i) as specifically disclosed
in a Schedule hereto to be provided to the Seller on or before the date hereof,
which is incorporated herein by reference; (ii) liabilities incurred in the
ordinary course of business which will not individually or in the aggregate be
materially adverse to, or result in a material increase in the current or long
term liabilities or obligations of Seller . To the best knowledge of the
Seller, upon due inquiry, there is no basis for assertion against Seller of any
liabilities.


          (C)
Compliance with Laws. Seller has complied with and is not in default under any
applicable law, ordinance regulation or order, the violation of which would
materially and adversely affect the Assets. There is no litigation proceeding
or investigation pending or known to be threatened which might materially and
adversely effect the Assets.


          (d)
Taxes. Seller has duly filed all federal, state, local, and foreign tax
returns, if any, necessary to be filed by it and has duly paid all taxes
(including any interest or penalties) which are or will be due or payable with
respect to taxes. There are no known or proposed penalty, interest or deficiency
assessments with respect to taxes that require payment by, relate to or could
adversely affect the purchased Assets.


          
(e) Completeness of Statements. No representation or warranty in this Agreement
and no statement set forth in any schedule attached hereto contains any untrue
statement of any material fact, or omits to state any material fact necessary
to make the statements contained therein not misleading.


          (f)
Operation in the Ordinary Course. During the period of Seller’s ownership up
and to and including the date hereof: (i) there has been no damage destruction
or loss or any event materially adversely affecting the Assets, and (ii) there
has been no sale or other disposition of the Assets except as disclosed herein.



          11.
Representation and Warranties of the Buyer. Buyer represents and warrants to
Seller that Buyer is a corporation duly organized, validly existing and in good
standing under the laws of Wyoming, and this agreement has been duly authorized
by the Board of Directions of Buyer and constitutes the valid binding and
enforceable obligation of the Buyer . 






          12.
Notice of Default. In the event of default by either party, the non-defaulting
party shall provide written notice of default to the defaulting party. Such
notice of default shall provide ninety (90) days for the defaulting party to
cure the default.


          13.
Commissions and Finder’s Fees. Buyer and the Seller each hereby represent and
warrant that neither of them have retained or used the services of any
individual, firm or corporation in such manner as to entitle such individual,
firm or corporation to any compensation for broker’s or finder’s fees with
respect to the transactions contemplated hereby for which the other may be
liable.


          14.
Governing Law. By executing this Agreement, the parties agree that this
Agreement shall be governed by and construed in accordance with the laws of the
state of Wyoming. It is the intention of the parties that this Agreement and
any dispute arising out of this agreement be governed and construed, by any
Court or judicial body, under the laws of Wyoming. Furthermore the parties
recognize and declare that Wyoming has the most significant relationship to
this Agreement and any dispute that may arise from it and that any other
claimed venue or claimed jurisdiction has no legitimate interest in this
Agreement or any dispute arising from.


          15.
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the respective successors of Seller and Buyer and their assigns.
Buyer may freely assign its rights under this Agreement without the consent of
Seller or any party related to Seller.


          16.
Entire Agreement. This Agreement sets forth the entire Agreement and understanding
of Seller and the Buyer with respect to the subject matter hereof and
supersedes all prior contemporaneous written or oral agreements, understandings
or representations which are not specifically contained herein. The parties
hereto are related parties and the Agreement was drafted by a related party and
they therefore consent that the terms of this Agreement shall not be construed
for or against either party. This Agreement may be amended or modified only by
a written instrument signed by Seller and the Buyer or their successors in
interest.


          17.
Disputes. The parties agree to attempt to resolve any claim or dispute arising
out of or relating to this Agreement by mediation and good faith reasonable
negotiation prior to resorting to litigation or other judicial process. In the
event this Agreement is placed in the hands of an attorney for enforcement, the
prevailing party shall be entitled to recover court costs and their reasonable
attorney fees.






          18.
Publicity. Prior to the Closing Date, no notices to third parties (including
press releases) or to any employees, suppliers or customers of Buyer or Seller
(other than key management and other persons whose knowledge is required),
shall be made by any party hereto unless mutually agreed to, planned and
coordinated jointly among the parties hereto except as may be required by
regulatory bodies.


          19.
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement.


          20.
No Third Party Beneficiaries. The terms and provisions contained in this
Agreement (including the documents and the instruments referred to herein) are
not intended to confer upon any person other than the parties and any successor
in interest of the parties hereto any rights or remedies hereunder.


          21.
Further Assurances. From and after the date of execution, upon the request of
any party, the other party shall do, execute, acknowledge and deliver all such
further acts, assurances, deeds, assignments, transfers, conveyances and other
instruments and papers as may be reasonably required or appropriate to carry
out the transactions contemplated by this Agreement.


          22.
Amendment. This Agreement maybe amended, or any provision of this Agreement may
be waived, provided that any such amendment or waiver is set forth in a writing
executed by Seller and Buyer or their assigns or respective successors in
interest. No course of dealing between or among any persons having any interest
in this Agreement will be deemed effective to modify, amend or discharge any
part of this Agreement or any rights or obligations of any person under or by
reason of this Agreement.


          23.
Waiver. No waiver by either party of any breach of a provision of this
Agreement shall be a waiver of any subsequent breach, whether of the same or a
different provision of this Agreement.


          IN
WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date
first above written.


	
 

	
 

	
 


	
BUYER :

	
 

	
SELLER’S :


	
Lux Digital
  Pictures Inc

	
 

	
Lux Digital
  Pictures, GmbH


	
By

	
 

	
 


	
Mr. Ingo Jucht

	
 

	
Mr. Ingo Jucht


	
CEO

	
 

	
Managing Director


	
Witness:

	
 

	
T. Joseph Coleman










SCHEDULE
“A”


To the Agreement dated June 10, 2008 by and
between Lux Digital Pictures, Inc (“Buyer”) and Lux Digital Pictures GmbH
(“Seller”)


ASSETS


	
 

	
 


	
1) 

	
All of Sellers right, title
  and interest in and to the motion picture “Night of the Living Dead 3D”
  including, but not limited to, the assignment of its copyright, all
  underlying agreements and properties, all licenses, contracts and agreements,
  logos, domain names, web sites, physical and marketing materials, goodwill
  and any and all other right, title and interest not specifically described
  herein.


	
 

	
 


	
2) 

	
Specific assignment of all
  of Seller’s right, title and interest under Seller’s agreement with Lions
  Gate Films, Inc, for the picture “Night of the Living Dead 3D”, dated August
  23, 2006 and attached hereto as Schedule “B”.


	
 

	
 


	
3) 

	
Specific assignment of all
  of Seller’s right, title and interest under Seller’s agreement with Showcase
  Entertainment, Inc, for the picture “Night of the Living Dead 3D”, dated
  September 16, 2006 and attached hereto as Schedule “C”.


	
 

	
 


	
4) 

	
All of Seller’s right, title and interest in and to
  the “brands” and “business concepts”: “Midnight Movies”, “New Broadway
  Cinema”, “DigiTheater” and “ShortSceams” inclusive of all copyrights and
  trademarks, the rights to use names and logos and all goodwill. All of
  Seller’s right, title and interest in and to two (2) partially completed
  feature length documentary feature motion pictures: “Nightmares in Red, White
  and Blue” and “American Grindhouse” acquired by Seller under its agreement
  with Midnight Movies Entertainment, Inc dated April 14. 2008 and attached
  hereto as Schedule “D”.