Exhibit
      10.2





ASSET
      PURCHASE AGREEMENT





This
      Asset Purchase Agreement (“Agreement”), entered into on this 28th
      day of
      September 2007, is by and between Mac Filmworks, Inc., a Delaware corporation
      (the “Company” or “Seller”), and Mr. Jim McCullough (“Buyer”).  The
      Company and McCullough are collectively referred to as the “Parties,” and
      individually a “Party”.





NOW,
      THEREFORE, in
      consideration of the mutual promises and covenants set forth herein, and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Parties hereby agree as follows:





ARTICLE
      1.


Purchase
      and Sale of Assets





1.01.           Transfer.  Pursuant
      to the terms and conditions herein, Seller shall sell, transfer and assign
      to
      Buyer (i) substantially all of its assets as described in Exhibit A attached
      hereto (“Assets”) and (ii) a total of 8,300,205 shares of the Company’s common
      stock (“Shares”).





1.02.           Consideration.  As
      consideration for receiving the Assets and the Shares, Buyer hereby forgives
      accrued salary and other outstanding debts owed to him by Seller, which debts
      total $429,608 (“Debts”).





1.03.           Closing.  The
      sale and purchase described in this Agreement shall be consummated approximately
      20 days after the date on which the information statement outlining this
      Agreement and explaining that more than 50% of the shareholders have approved
      this Agreement has been mailed to the Company’s shareholders (“Closing” or
“Closing Date”).





ARTICLE
      2.


Representations
      and Warranties by Seller





2.01.           Authority.  Seller
      has the full power and authority (including full corporate power and authority)
      to execute and deliver this Agreement and to perform its obligations
      hereunder.  This Agreement constitutes the valid and legally binding
      obligation of Seller, enforceable in accordance with its terms and conditions,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium, or other similar laws affecting enforcement of
      creditors’ rights generally and by general principles of equity (whether applied
      in a proceeding at law or in equity).





2.02.           Title.  Seller
      has good and marketable title to the Assets and the Shares.





2.03.           Condition.  Seller
      represents and warrants that the transfer of the Assets is on an AS IS basis
      and
      the Shares are validly issued, fully paid and non-assessable, have not been
      issued in violation of applicable securities laws or any pre-emptive right,
      and
      are free and clear of any interests, claims, liens and
      encumbrances.





ARTICLE
      3.


Representations
      & Warranties of Buyer





3.01.           Authority.  Buyer
      has the full power and authority (including full corporate power and authority)
      to execute and deliver this Agreement and to perform his obligations
      hereunder.  This Agreement constitutes the valid and legally binding
      obligation of Buyer, enforceable in accordance with its terms and conditions,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium, or other similar laws affecting enforcement of
      creditors’ rights generally and by general principles of equity (whether applied
      in a proceeding at law or in equity).





3.02.           Other
      Payables.  Other than (i) the Debts and (ii) the other payables
      owed by Seller to various vendors and other third parties, including Buyer,
      which are set forth on Exhibit B attached
      hereto (“Other Payables”), there are no other payments or liabilities owed to
      any party.











3.03.           Representation.  Buyer
      hereby acknowledges that, other than the Debts and the Other Payables, Seller
      does not owe Buyer, any member of Buyer’s immediate family or any other
      affiliate of Buyer any other monies, securities or obligations of any kind
      whatsoever.  Specifically, Buyer acknowledges that in consideration
      for entering into this Agreement, he agrees that his employment agreement with
      Seller has been terminated and that any and all other agreements by and between
      Seller and him, his affiliates and his immediate family has been
      terminated.





3.04.           Release.  Buyer
      does hereby release, acquit and forever discharge Seller and its respective
      directors, officers, managers, employees, executors, administrators, legal
      representatives, successors and assigns from any and all claims, debts, demands,
      obligations, liabilities, suits, liens, rights, offsets, and causes of action
      of
      whatsoever nature, known or unknown, arising out of or related to Seller’s
      dealings with Buyer, or any obligation of Seller to Buyer, including any member
      of Buyer’s immediate family or any other affiliate of Buyer.





3.05.           Contracts.  Other
      than the contracts, whether verbal or written, entered into by Seller or its
      representatives in the course of its business operations set forth in Exhibit C attached
      hereto, Seller has no other agreements or contracts of any kind with any other
      party.





3.06.           Obligations.  Buyer
      agrees to assume any and all obligations with respect to the Assets being
      acquired herein, including but not limited to any and all agreements of any
      kind
      entered into in connection with the Assets.





3.07.           Indemnification.  Buyer
      agrees to indemnify Seller against any and all breaches of the representations
      and warranties set forth in this Article 3 of the Agreement.





ARTICLE
      4.


Miscellaneous





4.01.           Expenses.  The
      Parties hereto shall pay all of their own expenses relating to the transactions
      contemplated by this Agreement, including, without limitation, the fees and
      expenses of their respective counsel and financial advisers.





4.02.           Governing
      Law.  The interpretation and construction of this Agreement,
      and all matters relating hereto, shall be governed by the laws of the State
      of
      Texas applicable to agree­ments executed and to be performed solely within
      such State without regard to conflicts of laws.





4.03.           Mediation.  If
      a dispute should arise out of this Agreement, the Parties should first submit
      the dispute to mediation before a mediator of their common choice in Houston,
      Harris County, Texas. In the unlikely event that the Parties cannot agree upon
      a
      mediator, they will engage the American Arbitration Association or similar
      organization for the express purpose of selecting a neutral mediator. 
Notwithstanding the foregoing, neither Party is required to first mediate a
      dispute prior to arbitration if the Party reasonable believes that the nature
      of
      the dispute will not be resolved in mediation.





4.04.           Arbitration.  In
      the event the Parties dispute is not resolved through mediation or if the Party
      bringing the suit does not reasonably believe that mediation will resolve the
      dispute, the dispute shall be settled finally, completely and conclusively
      by
      arbitration in Houston, Harris County, Texas, in accordance with the Commercial
      Arbitration Rules of the American Arbitration Association (the “Rules”), by one
      or more arbitrators chosen in accordance with the Rules. Arbitration shall
      be
      initiated by written demand by the Party seeking arbitration. This Agreement
      to
      arbitrate shall be specifically enforceable only in the District Court of Harris
      County, Texas. A decision of the arbitrator or arbitrators shall be final,
      conclusive and binding on the Parties to this Agreement, and judgment may be
      entered thereon in the District Court of Harris County, Texas, to enforce such
      decision and the benefits thereof. Upon appointment, the arbitrators shall
      then
      proceed to decide the arbitration subjects in accordance with the Rules. Any
      arbitration held in accordance with this paragraph shall be private and
      confidential and no person shall be entitled to attend the hearings except
      the
      arbitrator(s), the stenographer, if one is requested, the Parties to this
      Agreement, and any designated representatives of the Parties.  The matters
      submitted for arbitration, the hearings and proceedings thereunder and the
      arbitration award shall be kept and maintained in strictest confidence by the
      Parties and shall not be discussed, disclosed or communicated to any persons.
      On
      request of either Party, the record of the proceeding shall be sealed and may
      not be disclosed except insofar, and only insofar, as may be necessary to
      enforce the award of the arbitrators and any judgment enforcing such award.
      If
      counsel is required to seek the enforcement of this agreement or this particular
      section, counsel shall be entitled to recover its (his) reasonable and necessary
      attorneys’ fees and costs from the opposing Party.










4.05.           Parties
      in
      Interest.  This Agreement may not be transferred, assigned,
      pledged or hypothecated by any Party hereto, other than by operation of
      law.  This Agreement shall be binding upon and shall inure to the
      benefit of the Parties hereto and their respective heirs, executors,
      administrators, successors and assigns.





4.06.           Entire
      Agreement.  This Agreement, including all Exhibits, contains
      the entire understanding of the Parties hereto with respect to the subject
      matter contained herein and therein.  This Agreement supersedes all
      prior agreements and understandings between the Parties with respect to such
      subject matter.





4.07.           Amendments.  This
      Agreement may not be changed orally, but only by an agreement in writing signed
      by Seller and Buyer.





4.08.           Severability.  In
      case any provision in this Agreement shall be held invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions hereof will not in any way be affected or impaired
      thereby.





4.09.           Cooperation
      After
      Closing.  From and after the Closing Date, each of the Parties
      hereto shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby.





IN
      WITNESS WHEREOF, the Parties have duly executed this Agreement effective as
      of
      the date written in the preamble of this Agreement.






BUYER:





JIM
      MCCULLOUGH





/s/
                Jim McCullough








SELLER:





MAC
      FILMWORKS, INC.


A
      Delaware Corporation





By:
            /s/
                Jim McCulloughJim
                McCullough, Chief Executive Officer









EXHIBIT
      A





List
      of Assets





·
            All
                film titles owned by the Company;
                and





·
            $325,000
                of a Company receivable from Amity Entertainment, that has been fully
                reserved against.












EXHIBIT
      B





Other
      Payables





MAC
                FILMWORKS, INC PAYABLESAS
                OF 9-24-07AMOUT
                TO BEVENDOR
            
            AMOUNT
            
            DUE
            
            DESCRIPTION
            
            REIMBURSEDDUE
            
            DATE
            
            
            
            
            J.MCCULLOUGHAmer.Express
            9,694.44
            
            1-Sep
            
            SCIA
                Expenses
            
            546.74Amazing
                Space
            104.00
            
            1-Sep
            
            Storage
            
            
            104AT&T
            
            901.44
            
            6-Sep
            
            Monthly
                Telephone
            
            429.43AT&T-cell
            
            196.46
            
            16-Sep
            
            Monthly
                Telephone
            
            196.46Brewer
                & Pritchard
            22,920.92
            
            NOW
            
            Attorney
                Fees
            
            0Capital
                One
            17,291.97
            
            MONTHLY
            Loan
            
            
            17291.97Comcast
            
            285.58
            
            5-Sep
            
            Monthly
                Internet
            
            140.16Colonial
                Transfer
            65.00
            
            NOW
            
            Stock
                Transfer Services
            0GS1
                US
            
            475.00
            
            1-Oct
            
            Bar
                codes
            
            
            0Herrera,
                Gilbert
            
            3,750.00
            
            On
                Receipt
            Attorney
                Fees
            
            0Malone
                & Bailey
            3,314.60
            
            NOW
            
            Audit
                Preparation
            
            3314.6Odds
                on Recording
            9,497.43
            
            NOW
            
            Duplication
                Services
            
            0Office
                Depot
            70.11
            
            30-Sep
            
            Office
                Expenses/supplies
            70.11Sal's
                Rental
            200.00
            
            1-Sep
            
            Monthly
                Storage/Warehouse
            200Schmuck,
                L.
            2,850.00
            
            NOW
            
            Audit
                Preparation
            
            1100Shell
            
            241.17
            
            10-Sep
            
            Fuel
                Charges
            
            241.17Spring
                Street Plaza
            2,350.00
            
            1-Sep
            
            Monthly
                rent
            
            2350State
                Farm
            877.45
            
            1-Sep
            
            Auto
                expenses
            
            489.97SWEPCO
            
            115.45
            
            10-Sep
            
            Electric
                bill
            
            76.38SureSav
            
            127.00
            
            1-Sep
            
            Monthly
                Storage Rent
            127UPS
            
            1,118.89
            
            On
                Receipt
            Postage
                & Handling
            
            770.47Vintage
                Filings
            353.00
            
            On
                Receipt
            Filing
                Fees
            
            076,799.91
            
            
            
            
            
            
            27448.46









EXHIBIT
      C





List
      of Contracts








1.           Gary
      Bryant – Private Placement Memorandum


2.           Mike
      Holzman – No longer representing Mac Filmworks, Inc.


3.           Odds
      on Recording – Open Account


4.           Long
      Island Disc – this contract is for purchasing with pricing good for 60
      days