f8k031809ex10i_artistry.htm


    Exhibit 10.1

     

    
      SHARE
EXCHANGE AGREEMENT

       

      SHARE EXCHANGE AGREEMENT,
dated as of March12, 2009 (this “Agreement”) by and among
Artistry Publications, Inc., a Delaware corporation (“Artistry”), Your Out Doors
LLC., a Texas Limited Liability Corporation (“YOD”) and the members of YOD
set forth on Schedule I hereto (the “YOD Members”).

       

      WHEREAS, the YOD Members own
100% of the issued and outstanding ordinary units of YOD, such units being
hereinafter referred to as the “YOD Units”; and

       

      WHEREAS, (i) the YOD Members
and YOD believe it is in their respective best interests for the YOD Members to
exchange all of the YOD Units for 8,140,028 newly-issued shares (the “Artistry Shares”) of common stock,
$0.001  par value per share, of Artistry (“Common Stock”), which, shall
constitute approximately 78% of the issued and outstanding shares of Artistry
Common Stock immediately after the closing of the transactions contemplated
herein, the Artistry Shares include all shares payable pursuant to the Bridge
Financing (as defined below, the CPPM (as defined below) and all but $100,000 of
converted trade debt, and (ii) Artistry believes it is in its best interest and
the best interest of its stockholders to acquire the YOD Units in exchange for
the Artistry Shares, all upon the terms and subject to the conditions set forth
in this Agreement (the “Share
Exchange”); and

       

      WHEREAS, it is the intention
of the parties that: (i) the Share Exchange shall qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended (the “Code”);
and (ii) the Share Exchange shall qualify as a transaction in securities exempt
from registration or qualification under the Securities Act of 1933, as amended
and in effect on the date of this Agreement (the “Securities Act”);
and

       

      WHEREAS, YOD shall complete a
bridge financing in the sum of $250,000 (the “Bridge Financing”) no later
than April 5, 2009  of which $10,000 shall be paid to Artistry as a
non-refundable fee for expenses and the closing of a $1,000,000 Confidential
Private Placement Memorandum (“CPPM”) with 90 days following
the execution of this Agreement (the “Financing”);

       

      NOW, THEREFORE, in
consideration of the mutual terms, conditions and other agreements set forth
herein, the parties hereto agree as follows:

       

      ARTICLE
I

       

      EXCHANGE
OF YOD UNITS FOR ARTISTRY SHARES

       

      Section
1.1 Agreement to Exchange YOD
Units for Artistry Shares.  On the Closing Date (as hereinafter
defined) and upon the terms and subject to the conditions set forth in this
Agreement, the YOD Members shall assign, transfer, convey and deliver the YOD
Units to Artistry. In consideration and exchange for the YOD Units, Artistry
shall issue, transfer, convey and deliver the Artistry Shares to the YOD
Members.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
1.2 Cancellation of Certain
Shares of Artistry’s Common Stock.  On the Closing Date (as
defined below), Helen Schwartz the principal shareholder and current sole
officer and director will cancel a total number of 10,000,000 shares of
Artistry’s Common Stock.

       

      Section
1.3 Withholding.  Artistry
shall be entitled to deduct and withhold from the Artistry Shares otherwise
issuable pursuant to this Agreement to the YOD Members such amounts as it is
required to deduct and withhold with respect to the making of such payment under
the Internal Revenue Code of 1986, as amended, or any provision of state, local,
provincial or foreign tax law.  To the extent that amounts are so
withheld, such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the YOD Members in respect of which such
deduction and withholding was made.

       

      Section
1.4 Closing and Actions at
Closing. The closing of the Share Exchange (the “Closing”) shall take place at
10:00 a.m. E.D.T. on the day the conditions to closing set forth in Articles V
and VI herein have been satisfied or waived, or at such other time and date as
the parties hereto shall agree in writing (the “Closing Date”), at the offices
of Anslow & Jaclin LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey
07726.

       

      Section
1.5 Directors of Artistry at
Closing Date.  On the Closing Date, G Ray Miller shall be
appointed to the board of directors of Artistry (the “Artistry Board”) and Helen
Schwartz shall resign from the Artistry Board.

       

      Section
1.6 Officers of Artistry at
Closing Date.  On the Closing Date, Helen Schwartz shall resign
from each officer position held at Artistry and immediately thereafter, the
Artistry Board shall appoint G Ray Miller to serve as Chief Executive Officer
and President, Bob Mouch to serve as Chief Financial Officer and Treasurer,
Chief Operational Officer and Secretary.

       

      ARTICLE
II

       

      REPRESENTATIONS
AND WARRANTIES OF ARTISTRY

       

      Artistry
represents, warrants and agrees that all of the statements in the following
subsections of this Article II are true and complete as of the date
hereof.  The disclosure schedule attached hereto as Schedules 2.1 through
2.25 (the “Artistry
Disclosure Schedules”) are divided into sections that correspond to the
sections of this Article II.  The Artistry Disclosure Schedules
comprise lists of all exceptions to the truth and accuracy in all material
respects of, and of all disclosures or descriptions required by, the
representations and warranties set forth in this Article II.

       

      Section
2.1 Corporate
Organization

       

      a. Artistry
is a corporation duly organized, validly existing and in good standing under the
laws of Delaware, and has all requisite corporate power and authority to own its
properties and assets and governmental licenses, authorizations, consents and
approvals to conduct its business as now conducted and is duly qualified to do
business and is in good standing in each jurisdiction in which the nature of its
activities makes such qualification and being in good standing necessary, except
where the failure to be so qualified and in good 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        standing
will not have a Material Adverse Effect on the activities, business, operations,
properties, assets, condition or results of operation of Artistry. “Material Adverse Effect”
means, when used with respect to Artistry, any event, occurrence, fact,
condition, change or effect, which, individually or in the aggregate, would
reasonably be expected to be materially adverse to the business, operations,
properties, assets, condition (financial or otherwise), or operating results of
Artistry, or materially impair the ability of Artistry to perform its
obligations under this Agreement, excluding any change, effect or circumstance
resulting from (i) the announcement, pendency or consummation of the
transactions contemplated by this Agreement, or (ii) changes in the United
States securities markets generally.

      

       

      b. Copies of
the certificate of incorporation and by-laws of Artistry with all amendments
thereto, as of the date hereof (the “Artistry Charter Documents”),
have been furnished to the YOD Members and to YOD, and such copies are accurate
and complete as of the date hereof.  The minute books of Artistry are
current as required by law, contain the minutes of all meetings of the Artistry
Board and stockholders of Artistry from its date of incorporation to the date of
this Agreement, and adequately reflect all material actions taken by the
Artistry Board and stockholders of Artistry.  Artistry is not in
violation of any of the provisions of the Artistry Charter
Documents.

       

      Section
2.2 Capitalization of
Artistry.

       

      a. The
authorized capital stock of Artistry consists of 120,000,000 shares: 100,000,000
shares are authorized as Common Stock, of which 12,200,000 shares are issued and
outstanding immediately prior to the Share Exchange and 20,000,000 shares are
authorized as preferred stock, of which no shares are issued and outstanding
immediately prior to the Share Exchange.

       

      b. All of
the issued and outstanding shares of Common Stock of Artistry immediately prior
to the Share Exchange are duly authorized, validly issued, fully paid and
non-assessable, have been issued in compliance with all applicable U.S. federal
and state securities laws and state corporate laws, and have been issued free of
preemptive rights of any security holder.  Except with respect to
securities to be issued to the YOD Members pursuant to the terms hereof, as of
the date of this Agreement there are no outstanding or authorized options,
warrants, agreements, commitments, conversion rights, preemptive rights or other
rights to subscribe for, purchase or otherwise acquire or receive  any
shares of Artistry’s capital stock, nor are there or will there be any
outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights, pre-emptive rights or rights of first refusal
with respect to Artistry or any Common Stock, or any voting trusts, proxies or
other agreements, understandings or restrictions with respect to the voting
of  Artistry’s capital stock. Except with respect to securities to be
issued pursuant to this Agreement, there are no registration or anti-dilution
rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or
other agreement or understanding to which Artistry is a party or by which it is
bound with respect to any equity security of any class of Artistry. Artistry is
not a party to, and it has no knowledge of, any agreement restricting the
transfer of any shares of the capital stock of Artistry. The issuance of all of
the shares of Artistry described in this Section 2.2 have been, or will be, as
applicable, in compliance with U.S. federal and state securities laws and state
corporate laws and no stockholder of Artistry has any right to rescind or bring
any other claim against Artistry for failure to comply with the Securities Act
of 1933, as amended (the “Securities Act”), or state securities
laws.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
2.3 Subsidiaries and Equity
Investments.  Artistry does not directly or indirectly own any
capital stock or other securities of, or any beneficial ownership interest in,
or hold any equity or similar interest, or have any investment in any
corporation, limited liability company, partnership, limited partnership, joint
venture or other company, person or other entity.

       

      Section
2.4 Authorization, Validity and
Enforceability of Agreements.  Artistry has all corporate power
and authority to execute and deliver this Agreement and all agreements,
instruments and other documents to be executed and delivered in connection with
the transactions contemplated by this Agreement (collectively, the “Transaction
Documents”) to perform its obligations hereunder and to consummate the
transactions contemplated hereby and thereby.  The execution and
delivery of this Agreement and each of the Transaction Documents by Artistry and
the consummation by Artistry of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary corporate action of
Artistry, and no other corporate proceedings on the part of Artistry are
necessary to authorize this Agreement or the Transaction Documents or to
consummate the transactions contemplated hereby and thereby. This Agreement
constitutes the valid and legally binding obligation of Artistry and is
enforceable in accordance with its terms, except as such enforcement may be
limited by general equitable principles, or by bankruptcy, insolvency and other
similar laws affecting the enforcement of creditor’s rights generally. Artistry
does not need to give any notice to, make any filings with, or obtain any
authorization, consent or approval of any government or governmental agency or
other person in order for it to consummate the transactions contemplated by this
Agreement, other than filings that may be required or permitted under states
securities laws, the Securities Act and/or the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”) resulting from the issuance of the Artistry Shares.

       

      Section
2.5 No Conflict or
Violation.  Neither the execution and delivery of this
Agreement or the Transaction Documents by Artistry, nor the consummation by
Artistry of the transactions contemplated hereby will: (i) contravene,
conflict with, or violate any provision of the Artistry Charter Documents;
(ii) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge or other restriction of any government,
governmental agency, court, administrative panel or other tribunal to which
Artistry is subject, (iii) conflict with, result in a breach of, constitute
a default (or an event or condition which, with notice or lapse of time or both,
would constitute a default) under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify or cancel, or require any
notice under any agreement, contract, lease, license, instrument or other
arrangement to which Artistry is a party or by which it is bound, or to which
any of its assets or properties are subject; or (iv) result in or require the
creation or imposition of any encumbrance of any nature upon or with respect to
any of Artistry’s assets, including without limitation the Artistry
Shares.

       

      Section
2.6 Agreements.  Artistry
is not a party to or bound by any contracts, including, but not limited to,
any:

       

      a. employment,
advisory or consulting contract;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      b. plan
providing for employee benefits of any nature, including any severance
payments;

       

      c. lease
with respect to any property or equipment;

       

      d. contract,
agreement, understanding or commitment for any future expenditure in excess of
$5,000 in the aggregate;

       

      e. contract
or commitment pursuant to which it has assumed, guaranteed, endorsed, or
otherwise become liable for any obligation of any other person, entity or
organization; or

       

      f. agreement
with any person relating to the dividend, purchase or sale of securities, that
has not been settled by the delivery or payment of securities when due, and
which remains unsettled upon the date of this Agreement, except with respect to
the Artistry Shares.

       

      Section
2.7 Litigation.  There
is no action, suit, proceeding or investigation (“Action”) pending or, to the
knowledge of Artistry, currently threatened against Artistry or any of its
affiliates, that may affect the validity of this Agreement or the Transaction
Documents or the right of Artistry to enter into this Agreement and the
Transaction Documents or to consummate the transactions contemplated hereby or
thereby.  There is no Action pending or, to the knowledge of Artistry,
currently threatened against Artistry or any of its affiliates, before any court
or by or before any governmental body or any arbitration board or tribunal, nor
is there any judgment, decree, injunction or order of any court, governmental
department, commission, agency, instrumentality or arbitrator against Artistry
or any of its affiliates.  Neither Artistry nor any of its affiliates
is a party or subject to the provisions of any order, writ, injunction, judgment
or decree of any court or government agency or instrumentality.  There
is no Action by Artistry or any of its affiliates relating to Artistry currently
pending or which Artistry or any of its affiliates intends to
initiate.

       

      Section
2.8 Compliance with
Laws.  Artistry has been and is in compliance with, and has not
received any notice of any violation of any, applicable law, order, ordinance,
regulation or rule of any kind whatsoever, including without limitation the
Securities Act, the Exchange Act, the applicable rules and regulations of the
SEC or the applicable securities laws and rules and regulations of any
state.

       

      Section
2.9 Financial Statements; SEC
Filings.

       

      a. Artistry’s
financial statements (the “Financial Statements”)
contained in its periodic reports filed with the SEC have been prepared in
accordance with generally accepted accounting principles applicable in the
United States of America (“U.S.
GAAP”) applied on a consistent basis throughout the periods indicated,
except that those Financial Statements that are not audited do not contain all
footnotes required by U.S. GAAP. The Financial Statements fairly present the
financial condition and operating results of Artistry as of the dates, and for
the periods, indicated therein, subject to normal year-end audit
adjustments.  Except as set forth in the Financial Statements,
Artistry has no material liabilities (contingent or otherwise). Artistry is not
a guarantor or indemnitor of any indebtedness of any other person, entity or
organization.  Artistry maintains a standard system of accounting
established and administered in accordance with U.S. GAAP.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      b. Artistry
has timely made all filings with the SEC that it has been required to make under
the Securities Act and the Exchange Act (the “Public
Reports”).  Each of the Public Reports has complied in all
material respects with the applicable provisions of the Securities Act, the
Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or
regulations promulgated thereunder.  None of the Public Reports, as of
their respective dates, contained any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements made therein
not misleading.  There is no event, fact or circumstance that would
cause any certification signed by any officer of Artistry in connection with any
Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or
incorrect in any respect.  There is no revocation order, suspension
order, injunction or other proceeding or law affecting the trading of Artistry’s
Common Stock.

       

      Section
2.10 Books, Financial Records and
Internal Controls.  All the accounts, books, registers,
ledgers, Artistry Board minutes and financial and other records of whatsoever
kind of Artistry have been fully, properly and accurately kept and completed;
there are no material inaccuracies or discrepancies of any kind contained or
reflected therein; and they give and reflect a true and fair view of the
financial, contractual and legal position of Artistry. Artistry maintains a
system of internal accounting controls sufficient, in the judgment of Artistry,
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 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 actions are taken
with respect to any differences.

       

      Section
2.11 Employee Benefit
Plans.  Artistry does not have any “Employee Benefit Plan” as
defined in the U.S. Employee Retirement Income Security Act of 1974 or similar
plans under any applicable laws.

       

      Section
2.12 Tax Returns, Payments and
Elections.  Artistry has filed all Tax (as defined below)
returns, statements, reports, declarations and other forms and documents
(including, without limitation, estimated tax returns and reports and material
information returns and reports) (“Tax Returns”) required
pursuant to applicable law to be filed with any Tax Authority (as defined
below).  All such Tax Returns are accurate, complete and correct in
all material respects, and Artistry has timely paid all Taxes due and adequate
provisions have been and are reflected in Artistry’s Financial Statements for
all current taxes and other charges to which Artistry is subject and which are
not currently due and payable. None of Artistry’s federal income tax returns
have been audited by the Internal Revenue Service. Artistry has no knowledge of
any additional assessments, adjustments or contingent tax liability (whether
federal or state) of any nature whatsoever, whether pending or threatened
against Artistry for any period, nor of any basis for any such assessment,
adjustment or contingency. Artistry has withheld or collected from each payment
made to each of its employees, if applicable, the amount of all Taxes
(including, but not limited to, United States income taxes and other foreign
taxes) required to be withheld or collected therefrom, and has paid the same to
the proper Tax Authority.  

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        For
purposes of this Agreement, the following terms have the following
meanings:  “Tax” (and, with correlative
meaning, “Taxes” and “Taxable”) means any and all taxes including, without
limitation, (x) any net income, alternative or add-on minimum tax, gross income,
gross receipts, sales, use, ad valorem, transfer, franchise, profits, value
added, net worth, license, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property, environmental or windfall profit tax,
custom, duty or other tax, governmental fee or other like assessment or charge
of any kind whatsoever, together with any interest or any penalty, addition to
tax or additional amount imposed by any United States, local or foreign
governmental authority or regulatory body responsible for the imposition of any
such tax (domestic or foreign) (a “Tax Authority”), (y) any
liability for the payment of any amounts of the type described in (x) as a
result of being a member of an affiliated, consolidated, combined or unitary
group for any taxable period or as the result of being a transferee or successor
thereof, and (z) any liability for the payment of any amounts of the type
described in (x) or (y) as a result of any express or implied obligation to
indemnify any other person.

      

       

      Section
2.13 No Debt
Obligations.  Upon the Closing Date, Artistry will have no
debt, obligations or liabilities of any kind whatsoever other than with respect
to the transactions contemplated hereby.  Artistry is not a guarantor
of any indebtedness of any other person, entity or corporation.

       

      Section
2.14 No Broker
Fees.  No brokers, finders or financial advisory fees or
commissions will be payable by or to Artistry or any of their affiliates with
respect to the transactions contemplated by this Agreement.

       

      Section
2.15 No Disagreements with
Accountants and Lawyers. There are no disagreements of any kind presently
existing, or anticipated by Artistry to arise, between Artistry and any
accountants and/or lawyers formerly or presently engaged by
Artistry.  Artistry is current with respect to fees owed to its
accountants and lawyers.

       

      Section
2.16 Disclosure.  This
Agreement and any certificate attached hereto or delivered in accordance with
the terms hereby by or on behalf of Artistry in connection with the transactions
contemplated by this Agreement do not contain any untrue statement of a material
fact or omit any material fact necessary in order to make the statements
contained herein and/or therein not misleading.

       

      Section
2.17 Absence of Undisclosed
Liabilities. Since the date of the filing of its quarterly report on Form
10-Q for the quarter ended November 30, 2008, except as specifically disclosed
in the Public Reports or in connection with this Share Exchange: (A) there has
been no event, occurrence or development that has resulted in or could result in
a Material Adverse Effect; (B) Artistry has not incurred any liabilities,
obligations, claims or losses, contingent or otherwise, including debt
obligations, other than professional fees; (C)  Artistry has not
declared or made any dividend or distribution of cash or property to its
shareholders, purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock, or issued any equity securities other than with
respect to transactions contemplated hereby; (D) Artistry has not made any loan,
advance or capital contribution to or investment in any person or entity; (E)
Artistry has not discharged or satisfied any lien or encumbrance or paid any
obligation or liability (absolute or contingent), other than current liabilities
paid in the ordinary course of business; (F) Artistry has not suffered any
substantial losses or waived any rights of material value, whether or not in the
ordinary course of business, or suffered the loss of any material amount of
prospective business; and (G) except for the Share Exchange, Artistry has not
entered into any other transaction other than in the ordinary course of
business, or entered into any other material transaction, whether or not in the
ordinary course of business.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
2.18 No Repayment
Requirements.  There are no outstanding contractual obligations
(contingent or otherwise) of Artistry to retire, repurchase, redeem or otherwise
acquire any outstanding shares of capital stock of, or other ownership interests
in, Artistry or to provide funds to or make any investment (in the form of a
loan, capital contribution or otherwise) in any other person.

       

      Section
2.19 Duly
Authorized.  The issuance of the Artistry Shares has been duly
authorized and, upon delivery to the YOD Members of certificates therefor in
accordance with the terms of this Agreement, the Artistry Shares will be validly
issued in compliance with all applicable U.S. federal and state securities and
corporate laws, fully paid, and nonassessable, will have the rights, preferences
and privileges specified, will be free of preemptive rights, and will be free
and clear of all liens and restrictions, other than liens created by the YOD
Members and restrictions on transfer imposed by this Agreement and any
applicable securities laws and the regulations and rules promulgated
thereunder.

       

      Section
2.20 No Integrated
Offering.  Artistry does not have any registration statement
pending before the Commission or currently under the Commission’s
review.

       

      Section
2.21 Employees.

       

      a. Other
than Helen Schwartz, Artistry has no employees.

       

      b. Other
than Helen Schwartz, Artistry does not have any officers or directors. No
director or officer of Artistry is a party to, or is otherwise bound by, any
contract (including any confidentiality, non-competition or proprietary rights
agreement) with any other person that in any way adversely affects or will
materially affect (a) the performance of his duties as a director or officer of
Artistry or (b) the ability of Artistry to conduct its business.

       

      Section
2.22 Interested Party
Transactions.  No officer, director or principal stockholder of
Artistry or any affiliate or “associate” (as such term is defined in Rule 405 as
promulgated by the SEC under the Securities Act) of any such person, has or has
had, either directly or indirectly, (1) an interest in any person which
(a) furnishes or sells services or products which are furnished or sold or
are proposed to be furnished or sold by Artistry, or (b) purchases from or
sells or furnishes to, or proposes to purchase from, sell to or furnish Artistry
any goods or services; or (2) a beneficial interest in any contract or
agreement to which Artistry is a party or by which it may be bound or
affected.

       

      Section
2.23 Intellectual
Property.  Artistry does not own, use or license any
Intellectual Property in its activities as presently conducted.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
2.24 No Undisclosed Events or
Circumstances.  No event or circumstance has occurred or exists
with respect to Artistry or its respective businesses, properties, prospects,
operations or financial condition, which, under applicable law, rule or
regulation, requires public disclosure or announcement by Artistry but which has
not been so publicly announced or disclosed. Artistry has not provided to YOD,
or the YOD Members, any material non-public information or other information
which, according to applicable law, rule or regulation, was required to have
been disclosed publicly by Artistry but which has not been so disclosed, other
than with respect to the transactions contemplated by this
Agreement.

       

      Section
2.25 Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of Artistry in connection
with the transactions contemplated by this Agreement, when taken together, do
not contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements contained herein and/or
therein not misleading.

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES OF YOD

       

      YOD
represents, warrants and agrees that all of the statements in the following
subsections of this Article III, pertaining to YOD, are true and complete as of
the date hereof.  The disclosure schedules
attached hereto as Schedules 3.1 through
3.23 (the “YOD
Disclosure Schedules”) are divided into sections that correspond to the
sections of this Article III.  The YOD Disclosure Schedules comprise
lists of all exceptions to the truth and accuracy in all material respects of,
and of all disclosures or descriptions required by, the representations and
warranties set forth in this Article III.

       

      Section
3.1 Corporate Organization of
the YOD.

       

      a. Corporate Organization of
YOD.  YOD is a limited liability corporation organized under
the laws of the state of Texas and is validly existing and in good standing
under the laws of the Texas; and has the requisite corporate power and authority
to own, lease and operate its assets and properties and to carry on its business
as it is now being or currently planned to be conducted.

       

      Section
3.2 Capitalization of the
YOD.

       

      a. Capitalization of
YOD.  YOD has authorized capital consisting of 75,000,000
Units, of which 9,368,050 Units, constituting all of the YOD Units, are issued
and outstanding.  All of the YOD Units are owned of record by the YOD
Members.  The YOD Units are the sole outstanding Units of capital
stock of YOD and there are no other outstanding Units of capital stock or voting
securities and no outstanding commitments to issue any Units of capital stock or
voting securities.  The YOD Units have been duly authorized,
validly issued, fully paid and non-assessable, are free of any liens or
encumbrances, and are not subject to preemptive rights or rights of first
refusal created by statute, organizational documents or any agreement to which
YOD is a party or by which it is bound.  There are no outstanding or
authorized options, warrants, purchase agreements, participation agreements,
subscription rights, conversion rights, exchange rights or other securities or
contracts that could require YOD to issue, sell or otherwise cause to become
outstanding any of its respective authorized but unissued Units of capital
stock, or to create, authorize, issue, sell or otherwise cause to become
outstanding any new class of capital stock.  There are no outstanding
stockholders’ agreements, voting trusts or arrangements, rights of first refusal
or other contracts pertaining to the capital stock of YOD.  None of
the outstanding Units of capital stock of YOD have been issued in violation of
any rights of any Person or in violation of any Law.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.3 Subsidiaries and Equity
Investments.

       

      a. YOD does
not directly or indirectly own any capital stock or other securities of, or any
beneficial ownership interest in, or any equity or similar interest, or any
investment in any corporation, Limited Liability Company, partnership, limited
partnership, joint venture or other company, person or other
entity.

       

      Section
3.4 Authorization, Validity and
Enforceability of Agreements.  YOD has all corporate power and
authority to execute and deliver this Agreement and the Transaction Documents,
to perform its obligations hereunder and to consummate the transactions
contemplated hereby and thereby.  This Agreement and the Transaction
Documents constitutes the valid and legally binding obligation of YOD and is
enforceable in accordance with its terms, except as such enforcement may be
limited by general equitable principles, or by bankruptcy, insolvency and other
similar laws affecting the enforcement of creditor’s rights
generally.  YOD does not need to give any notice to, make any filings
with, or obtain any authorization, consent or approval of any government or
governmental agency or other person in order for YOD to consummate the
transactions contemplated by this Agreement and the Transaction Documents, other
than filings that may be required under United States law, state securities
laws, the Securities Act and/or the Exchange Act resulting from the transfer and
exchange of the YOD Units.  The execution and delivery of this
Agreement and the Transaction Documents by YOD and the consummation by YOD of
the transactions contemplated hereby and thereby, have been duly authorized by
all necessary corporate action of YOD, and no other corporate proceedings on the
part of YOD are necessary to authorize this Agreement and the Transaction
Documents or to consummate the transactions contemplated hereby or
thereby.

       

      Section
3.5 No Conflict or
Violation.  Neither the execution and delivery of this
Agreement or the Transaction Documents by YOD, nor the consummation by YOD of
the transactions contemplated hereby or thereby will: (i) violate any
provision of YOD  Charter Documents, (ii) violate any
constitution, statute, regulation, rule, injunction, judgment, order, decree,
ruling, charge or other restriction of any government, governmental agency,
court, administrative panel or other tribunal to which YOD is
subject,  (iii) conflict with, result in a breach of or (with or
without notice or lapse of time or both), constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify or cancel, or require any notice under any agreement, contract, lease,
license, instrument or other arrangement to which YOD is a party or by which any
of them is bound, or to which any of their assets is subject; or
(iv) result in or require the creation or imposition of any encumbrance of
any nature upon or with respect to any of YOD’s assets.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.6 Compliance with Laws and
Other Instruments. Except as would not have
a Material Adverse Effect on the YOD, the business and operations of YOD have
been and are being conducted in accordance with all applicable foreign, federal,
state and local laws, rules and regulations and all applicable orders,
injunctions, decrees, writs, judgments, determinations and awards of all courts
and governmental agencies and instrumentalities.  Except as would not
have a Material Adverse Effect on YOD, YOD is not, and is not alleged to be, in
violation of, or (with or without notice or lapse of time or both) in default
under, or in breach of, any term or provision of the YOD Charter Documents or of
any indenture, loan or credit agreement, note, deed of trust, mortgage, security
agreement or other material agreement, lease, license or other instrument,
commitment, obligation or arrangement to which YOD is a party or by which any of
the YOD’ properties, assets or rights are bound or affected. No other party to
any material contract, agreement, lease, license, commitment, instrument or
other obligation to which YOD is a party are (with or without notice or lapse of
time or both) in default thereunder or in breach of any term
thereof.  YOD is not subject to any obligation or restriction of any
kind or character, nor are there, to the knowledge of YOD, any event or
circumstance relating to YOD that materially and adversely affects in any way
its business, properties, assets or prospects or that would prevent or make
burdensome its performance of or compliance with all or any part of this
Agreement or the Transaction Documents, or the consummation of the transactions
contemplated hereby or thereby.  “Material Adverse Effect”
means, when used with respect to YOD, any event, occurrence, change,
effect or circumstance which, individually or in the aggregate, (a) has a
material adverse effect on the business, assets, financial condition, results of
operations of YOD, in each case taken as a whole or (b) materially impair
the ability of YOD to perform its obligations under this Agreement, excluding
any change, effect or circumstance resulting from (i) the announcement,
pendency or consummation of the transactions contemplated by this Agreement,
(ii) changes in the United States securities markets generally, or
(iii) changes in general economic, currency exchange rate, political or
regulatory conditions in industries in which YOD operates.

       

      Section
3.7 Brokers’ Fees. Neither YOD nor any of
its agents or employees has employed or engaged any broker or finder or incurred
any liability for any brokerage fees, commissions or finders’ fees in connection
with the transactions contemplated by this Agreement.

       

      Section
3.8 Title to and Condition of
Properties.  YOD owns or holds under valid leases or other
rights to use all real property, plants, machinery and equipment necessary for
the conduct of the business of YOD as presently conducted, except where the
failure to own or hold such property, plants, machinery and equipment would not
have a Material Adverse Effect. The material buildings, plants, machinery and
equipment necessary for the conduct of the business of YOD as presently
conducted are structurally sound, are in good operating condition and repair and
are adequate for the uses to which they are being put, in each case, taken as a
whole, and none of such buildings, plants, machinery or equipment are in need of
maintenance or repairs, except for ordinary, routine maintenance and repairs
that are not material in nature or cost.

       

      Section
3.9 Absence of Undisclosed
Liabilities.  YOD has no debt, obligation or liability (whether
accrued, absolute, contingent, liquidated or otherwise, whether due or to become
due) arising out of any transaction entered into at or prior to the Closing Date
or any act or omission at or prior to the Closing Date, except to the extent set
forth on or reserved against on the Company Audited Financial Statements (as
hereinafter defined). YOD has not incurred any liabilities or obligations under
agreements entered into, except in the usual and ordinary course of business,
since September 30, 2008.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.10 Changes.  YOD
has not, since September 30, 2008:

       

      a. Ordinary Course of
Business.  Entered into any transaction with third parties
other than in the usual and ordinary course of business, except for this
Agreement and the other documents to be entered into in connection with the
transactions contemplated by this Agreement;

       

      b. Adverse
Changes.  Suffered or experienced any change in, or affecting,
its condition (financial or otherwise), properties, assets, liabilities,
business, operations or results of operations other than changes, events or
conditions in the usual and ordinary course of their business, none of which
would have a Material Adverse Effect;

       

      c. Loans.  Made
any loans or advances or extended credit to any Person (for purposes of this
Agreement, “Person”
means all natural persons, corporations, business trusts, associations,
companies, partnerships, limited liability companies, joint ventures and other
entities, governments, agencies and political subdivisions) other than travel
advances and reimbursement of expenses made to employees, officers and directors
in the ordinary course of business;

       

      d. Liens.  Created
or permitted to exist any material Lien on any property or asset of YOD, other
than (a) Liens for taxes not yet payable or in respect of which the validity
thereof is being contested in good faith by appropriate proceedings and for the
payment of which the relevant party has made adequate reserves; (b) Liens in
respect of pledges or deposits under workmen’s compensation laws or similar
legislation, carriers, warehousemen, mechanics, laborers and material men and
similar Liens, if the obligations secured by such Liens are not then delinquent
or are being contested in good faith by appropriate proceedings conducted and
for the payment of which the relevant party has made adequate reserves; (c)
statutory Liens incidental to the conduct of the business of the relevant party
which were not incurred in connection with the borrowing of money or the
obtaining of advances or credits and that do not in the aggregate materially
detract from the value of its property or materially impair the use thereof in
the operation of its business; and (d) Liens that would not have a Material
Adverse Effect (“Permitted
Liens”);

       

      e. Capital
Stock.  Issued, sold, disposed of or encumbered, or authorized
the issuance, sale, disposition or encumbrance of, or granted or issued any
option to acquire any Units of their capital stock or any other of their
securities or any equity security of any class of any of YOD, or altered the
term of any of their outstanding securities or made any change in their
outstanding Units of capital stock or their capitalization, whether by reason of
reclassification, recapitalization, stock split, combination, exchange or
readjustment of Units, stock dividend or otherwise;

       

      f. Dividends.  Declared,
set aside, made or paid any dividend or other distribution to any of their
stockholders;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      g. Material YOD
Contracts.  Terminated or modified any and all agreements,
contracts, arrangements, leases, commitments or otherwise, of YOD, of the type
and nature that is required to be filed with the SEC (each a “Material YOD Contract”),
except for termination upon expiration in accordance with the terms
hereof;

       

      h. Claims.  Released,
waived or cancelled any claims or rights relating to or affecting any of YOD in
excess of US$15,000 in the aggregate or instituted or settled any Action
involving in excess of US$15,000 in the aggregate;

       

      i. Discharged
Liabilities.  Paid, discharged or satisfied any claim,
obligation or liability in excess of US$15,000 in the aggregate, except for
liabilities incurred prior to the date of this Agreement in the ordinary course
of business;

       

      j. Indebtedness.  Created,
incurred, assumed or otherwise become liable for any indebtedness in excess of
US$5,000 in the aggregate, other than professional fees;

       

      k. Guarantees.  Guaranteed
or endorsed any obligation or net worth of any Person;

       

      l. Acquisitions.  Acquired
the capital stock or other securities or any ownership interest in, or
substantially all of the assets of, any other Person;

       

      m. Accounting.  Changed
their method of accounting or the accounting principles or practices utilized in
the preparation of their Financial Statements;

       

      n. Agreements.  Entered
into any agreement, or otherwise obligated themselves, to do any of the
foregoing.

       

      Section
3.11 Material YOD
Contracts.  YOD has made available to Artistry, prior to the
date of this Agreement, true, correct and complete copies of each Material YOD
Contract.

       

      a. No
Defaults.  Each Material YOD Contract is a valid and binding
agreement of YOD and is in full force and effect.  Except as would not
have a Material Adverse Effect, YOD is not in breach or default of any Material
YOD Contract to which it is a party and no other party to any Material YOD
Contract is in breach or default thereof.  Except as would not have a
Material Adverse Effect, no event has occurred or circumstance exists that (with
or without notice or lapse of time) would (a) contravene, conflict with or
result in a violation or breach of, or become a default or event of default
under, any provision of any Material YOD Contract or (b) permit YOD or any other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate or modify any
Material YOD Contract.  YOD has not received notice of the pending or
threatened cancellation, revocation or termination of any Material YOD Contract
to which they are a party.  There are no renegotiations of, or
attempts to renegotiate, or outstanding rights to renegotiate any material terms
of any Material YOD Contract.

       

      Section
3.12 Material
Assets.  The Financial Statements of YOD reflect the material
properties and assets (real and personal) owned or leased by YOD.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
3.13 Litigation;
Orders.  There are no Actions (whether U.S. or non-U.S.
federal, state, local or foreign) pending or, to the knowledge of YOD,
threatened against or affecting YOD or any of YOD properties, assets, business
or employees. To the knowledge of YOD, there are no facts that might result in
or form the basis for any such Action.  YOD is not subject to any
Orders.

       

      Section
3.14 Licenses.  Except
as would not have a Material Adverse Effect, YOD possesses from the appropriate
federal or national, state or provincial, municipal or local government,
governmental authority, regulatory or administrative agency, governmental
commission, department, board, bureau, agency or instrumentality, political
subdivision, commission, court, tribunal, official, arbitrator or arbitral body,
in each case whether U.S. or non-U.S. (“Governmental Authority”), all
licenses, permits, authorizations, approvals, franchises and rights that are
necessary for YOD to engage in its business as currently conducted and to permit
YOD to own and use its properties and assets in the manner in which it currently
owns and uses such properties and assets (collectively, “YOD Permits”).  YOD has
not received notice from any Governmental Authority or other Person that they
are lacking any license, permit, authorization, approval, franchise or right
necessary for YOD to engage in its business as currently conducted and to permit
YOD to own and use its properties and assets in the manner in which it currently
owns and uses such properties and assets.  Except as would not have a
Material Adverse Effect, the YOD Permits are valid and in full force and
effect.  Except as would not have a Material Adverse Effect, no event
has occurred or circumstance exists that may (with or without notice or lapse of
time):  (a) constitute or result, directly or indirectly, in a
violation of or a failure to comply with any YOD Permit; or (b) result,
directly or indirectly, in the revocation, withdrawal, suspension, cancellation
or termination of, or any modification to, any YOD Permit.  YOD has
not received notice from any Governmental Authority or any other Person
regarding:  (a) any actual, alleged, possible or potential
contravention of any YOD Permit; or (b) any actual, proposed, possible or
potential revocation, withdrawal, suspension, cancellation, termination of, or
modification to, any YOD Permit.  All applications required to have
been filed for the renewal of the YOD Permits have been duly filed on a timely
basis with the appropriate Persons, and all other filings required to have been
made with respect to the YOD Permits have been duly made on a timely basis with
the appropriate Persons.  All YOD Permits are renewable by their terms
or in the ordinary course of business without the need to comply with any
special qualification procedures or to pay any amounts other than routine fees
or similar charges, all of which have, to the extent due, been duly
paid.

       

      Section
3.15 Interested Party
Transactions.  No officer, director or stockholder of YOD or
any affiliate or “associate” (as such term is defined in Rule 405 promulgated by
the SEC under the Securities Act) of any such Person, have or have had, either
directly or indirectly, (1) an interest in any Person which (a) furnishes or
sells services or products which are furnished or sold or are proposed to be
furnished or sold by YOD, or (b) purchases from or sells or furnishes to, or
proposes to purchase from, sell to or furnish to YOD any goods or services; or
(2) a beneficial interest in any contract or agreement to which YOD is a party
or by which they may be bound or affected.

       

      Section
3.16 Governmental
Inquiries.  YOD has provided to Artistry a copy of each
material written inspection report, questionnaire, inquiry, demand or request
for information received by YOD from any Governmental Authority, and YOD
response thereto, and each material written statement, report or other document
filed YOD with any Governmental Authority.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.17 Intellectual
Property.  YOD does not own, use or license any Intellectual
Property in their business as presently conducted.  For purposes of
this Agreement, “Intellectual Property” means all industrial and intellectual
property, including, without limitation, all U.S. and non-U.S. patents, patent
applications, patent rights, trademarks, trademark applications, common law
trademarks, Internet domain names, trade names, service marks, service mark
applications, common law service marks, and the goodwill associated therewith,
copyrights, in both published and unpublished works, whether registered or
unregistered, copyright applications, franchises, licenses, know-how, trade
secrets, technical data, designs, customer lists, confidential and proprietary
information, processes and formulae, all computer software programs or
applications, layouts, inventions, development tools and all documentation and
media constituting, describing or relating to the above, including manuals,
memoranda, and records, whether such intellectual property has been created,
applied for or obtained anywhere throughout the world. No Intellectual Property
of YOD has been or is now involved in any dispute, opposition, invalidation or
cancellation proceeding, and no such action has been threatened.  No
Intellectual Property, wherever situated or registered, of YOD, to the knowledge
of YOD is infringed, or has been challenged or, to the knowledge of YOD,
threatened in any way, and no Intellectual Property of YOD to the knowledge of
YOD interferes with the Intellectual Property of any other Person, and no
Intellectual Property of YOD is alleged to infringe or interfere with the
Intellectual Property of any other Person. Except as would not have a Material
Adverse Effect, YOD has not taken any action that would result in the voiding or
invalidation of any of its Intellectual Property.

       

      Section
3.18 Stock Option Plans; Employee
Benefits.

       

      a. YOD does
not have stock option plans providing for the grant by YOD of stock options to
directors, officers or employees.

       

      b. YOD does
not have employee benefit plans or arrangements covering their present and
former employees or providing benefits to such persons in respect of services
provided to YOD.

       

      c. Neither
the consummation of the transactions contemplated hereby alone, nor in
combination with another event, with respect to each director, officer, employee
and consultant of YOD, will result in (a) any payment (including, without
limitation, severance, unemployment compensation or bonus payments) becoming due
from YOD, (b) any increase in the amount of compensation or benefits payable to
any such individual or (c) any acceleration of the vesting or timing of payment
of compensation payable to any such individual.  No agreement,
arrangement or other contract of YOD provides benefits or payments contingent
upon, triggered by, or increased as a result of a change in the ownership or
effective control of YOD.

       

      Section
3.19 Environmental and Safety
Matters.  Except as would not have a Material Adverse
Effect:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      a. YOD has
at all times been and is in compliance with all Environmental Laws (as defined
below) applicable to YOD.

       

      b. There are
no Actions pending or threatened against YOD alleging the violation of any
Environmental Law (as defined below) or Environmental Permit applicable to YOD
or alleging that YOD is a potentially responsible party for any environmental
site contamination.

       

      c. Neither
this Agreement nor the consummation of the transactions contemplated by this
Agreement shall impose any obligations to notify or obtain the consent of any
Governmental Authority or third Persons under any Law or other requirement
relating to the environment, natural resources, or public or employee health and
safety (“Environmental Laws”) applicable to YOD.

       

      Section
3.20 Board
Recommendation.  The Board of Directors of YOD, at a meeting
duly called and held has determined that this Agreement and the transactions
contemplated by this Agreement are advisable and in the best interests the YOD
Members.

       

      Section
3.21 Financial
Statements.  Attached as Schedule 3.21 are
YOD’s audited consolidated financial statements for the periods ended December
31, 2007 and 2008, including, in each case, the notes thereto (the “Company Audited Financial
Statements”) and the unaudited consolidated financial statements for the
nine months ended September 30, 2008 (the “Company Unaudited Financial
Statements”). The Company Audited Financial Statements and the Company
Unaudited Financial Statements (a) are in accordance with the books and records
of YOD; (b) present fairly the financial condition and the results of
operations, changes in stockholder’s equity and cash flow of YOD for the periods
therein specified; and (c) have been prepared in accordance with GAAP applied on
a consistent basis during the periods concerned.

       

      Section
3.22 Tax Returns, Payments and
Elections.  YOD has filed all Tax Returns, required pursuant to
applicable law to be filed with any Tax Authority. All such Tax Returns are
accurate, complete and correct in all material respects, and YOD has timely paid
all Taxes due.  YOD has withheld or collected from each payment made
to each of its employees, if applicable, the amount of all Taxes (including
foreign taxes) required to be withheld or collected therefrom, and has paid the
same to the proper Tax Authority.

       

      Section
3.23 Disclosure.  This
Agreement, the schedules hereto and any certificate attached hereto or delivered
in accordance with the terms hereof by or on behalf of YOD or the YOD Members in
connection with the transactions contemplated by this Agreement, when taken
together, do not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements contained
herein and/or therein not misleading.

       

      ARTICLE
IV

       

      REPRESENTATIONS
AND WARRANTIES OF YOD MEMBERS

       

      The YOD
Members hereby represents and warrants to Artistry:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
4.1 Authority.  The
YOD Members have the right, power, authority and capacity to execute and deliver
this Agreement and each of the Transaction Documents to which the YOD Members
are a party, to consummate the transactions contemplated by this Agreement and
each of the Transaction Documents to which the YOD Members are a party, and to
perform the YOD Members obligations under this Agreement and each of the
Transaction Documents to which the YOD Members are a party.  This
Agreement has been, and each of the Transaction Documents to which the YOD
Members are a party will be, duly and validly authorized and approved, executed
and delivered by the YOD Members.  Assuming this Agreement and the
Transaction Documents have been duly and validly authorized, executed and
delivered by the parties thereto other than the YOD Members, this Agreement is,
and each of the Transaction Documents to which the YOD Members are a party have
been, duly authorized, executed and delivered by the YOD Members and constitutes
the legal, valid and binding obligation of the YOD Members, enforceable against
the YOD Members in accordance with their respective terms, except as such
enforcement is limited by general equitable principles, or by bankruptcy,
insolvency and other similar Laws affecting the enforcement of creditors rights
generally.

       

      Section
4.2 No
Conflict.  Neither the execution or delivery by the YOD Members
of this Agreement or any Transaction Document to which the YOD Members is a
party, nor the consummation or performance by the YOD Members of the
transactions contemplated hereby or thereby will, directly or indirectly,
(a) contravene, conflict with, or result in a violation of any provision of
the Organizational Documents of the YOD Members (if the YOD Member is not a
natural person); (b) contravene, conflict with, constitute a default (or an
event or condition which, with notice or lapse of time or both, would constitute
a default) under, or result in the termination or acceleration of, any agreement
or instrument to which the YOD Members is a party or by which the properties or
assets of the YOD Members are bound; or (c) contravene, conflict with, or
result in a violation of, any Law or Order to which the YOD Members, or any of
the properties or assets of the YOD Members, may be subject.

       

      Section
4.3 Litigation.  There
is no pending Action against the YOD Members that involves the YOD Units or that
challenges, or may have the effect of preventing, delaying or making illegal, or
otherwise interfering with, any of the transactions contemplated by this
Agreement or the business of YOD and, to the knowledge of the YOD Members, no
such Action has been threatened, and no event or circumstance exists that is
reasonably likely to give rise to or serve as a basis for the commencement of
any such Action.

       

      Section
4.4 Acknowledgment.  The
YOD Members understand and agree that the Artistry Shares to be issued pursuant
to this Agreement have not been registered under the Securities Act or the
securities laws of any state of the U.S. and that the issuance of the Artistry
Shares is being effected in reliance upon an exemption from registration
afforded either under Section 4(2) of the Securities Act for transactions by an
issuer not involving a public offering or Regulation D promulgated thereunder or
Regulation S for offers and sales of securities outside the U.S.

       

      i Status.  By
its execution of this Agreement, the YOD Members represent and warrant to
Artistry as indicated on Exhibit A, that it is
an accredited investor, as defined in Regulation D promulgated under the
Securities Act. The YOD Members understands that the Artistry Shares are being
offered and sold to the YOD Members in reliance upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings
of the YOD Members set forth in this Agreement, in order that Artistry may
determine the applicability and availability of the exemptions from registration
of the Artistry Shares on which Artistry is relying.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ii Additional Representations
and Warranties. The YOD Members further makes the representations and
warranties to Artistry set forth on Exhibit
B.

       

      Section
4.5 Stock
Legends.  The YOD Members hereby agrees with Artistry as
follows:

       

      a. Securities
Act Legend Accredited Investors.  The certificates evidencing the
Artistry Shares issued to the YOD Members will bear the following
legend:

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,
THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.

       

      b. Other
Legends.  The certificates representing such Artistry Shares,
and each certificate issued in transfer thereof, will also bear any other legend
required under any applicable law, including, without limitation, any U.S. state
corporate and state securities law, or contract.

       

      c. Opinion.  The
YOD Members shall not transfer any or all of the Artistry Shares pursuant to
Rule 144, under the Securities Act, Regulation S or absent an
effective registration statement under the Securities Act and applicable state
securities law covering the disposition of the Artistry Shares, without first
providing Artistry with an opinion of counsel (which counsel and opinion are
reasonably satisfactory to Artistry) to the effect that such transfer will be
made in compliance with Rule 144, under the Securities Act,
Regulation S or will be exempt from the registration and the prospectus
delivery requirements of the Securities Act and the registration or
qualification requirements of any applicable U.S. state securities
laws.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
4.6 Ownership of
Units.  The YOD Members is both the record and beneficial owner
of the YOD Units.  The YOD Members are not the record or beneficial
owner of any other Units of YOD.  The YOD Members have and shall
transfer at the Closing, good and marketable title to the YOD Units, free and
clear of all liens, claims, charges, encumbrances, pledges, mortgages, security
interests, options, rights to acquire, proxies, voting trusts or similar
agreements, restrictions on transfer or adverse claims of any nature
whatsoever.

       

      Section
4.7 Pre-emptive
Rights.  At Closing, no YOD Member has any pre-emptive rights
or any other rights to acquire any Units of YOD that have not been waived or
exercised.

       

      ARTICLE
V

       

      CONDITIONS
TO OBLIGATIONS OF YOD

      AND
THE YOD MEMBERS

       

      The
obligations of YOD and the YOD Members to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, at or before the
Closing Date, of the following conditions, any one or more of which may be
waived by YOD and the YOD Members at their sole discretion:

       

      Section
5.1 Representations and
Warranties of Artistry.  All representations and warranties
made by Artistry in this Agreement shall be true and correct in all material
respects on and as of the Closing Date, except insofar as the representations
and warranties relate expressly and solely to a particular date or period, in
which case, subject to the limitations applicable to the particular date or
period, they will be true and correct in all material respects on and as of the
Closing Date with respect to such date or period.

       

      Section
5.2 Agreements and
Covenants. Artistry shall have performed and complied in all material
respects with all agreements and covenants required by this Agreement to be
performed or complied with by on or prior to the Closing Date.

       

      Section
5.3 Consents and
Approvals.  All consents, waivers, authorizations and approvals
of any governmental or regulatory authority, domestic or foreign, and of any
other person, firm or corporation, required in connection with the execution,
delivery and performance of this Agreement shall be in full force and effect on
the Closing Date.

       

      Section
5.4 No Violation of
Orders.  No preliminary or permanent injunction or other order
issued by any court or governmental or regulatory authority, domestic or
foreign, nor any statute, rule, regulation, decree or executive order
promulgated or enacted by any government or governmental or regulatory
authority, which declares this Agreement invalid in any respect or prevents the
consummation of the transactions contemplated hereby, or which materially and
adversely affects the assets, properties, operations, prospects, net income or
financial condition of Artistry shall be in effect; and no action or proceeding
before any court or governmental or regulatory authority, domestic or foreign,
shall have been instituted or threatened by any government or governmental or
regulatory authority, domestic or foreign, or by any other person, or entity
which seeks to prevent or delay the consummation of the transactions
contemplated by this Agreement or which challenges the validity or
enforceability of this Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
5.5 Other Closing
Documents.  YOD shall have received such certificates,
instruments and documents in confirmation of the representations and warranties
of Artistry, Artistry’s performance of its obligations hereunder, and/or in
furtherance of the transactions contemplated by this Agreement as the YOD
Members and/or their respective counsel may reasonably request.

       

      Section
5.6 Documents.  Artistry
must have caused the following documents to be delivered to YOD and the YOD
Members:

       

      a. share
certificates evidencing the Artistry Shares registered in the name of the YOD
Member;

       

      b. a
Secretary’s Certificate, dated the Closing Date, certifying attached copies of
(A) the Artistry Charter Documents, (B) the resolutions of the
Artistry Board approving this Agreement, the Transaction Documents and the
transactions contemplated hereby and thereby; and (C) the incumbency of
each authorized officer of Artistry signing this Agreement and the Transaction
Documents to which Artistry is a party;

       

      c. a
Certificate of Good Standing of Artistry;

       

      d. this
Agreement and each of the Transaction Documents to which Artistry is a party,
duly executed;

       

      e. the
resignation of each of Helen Schwartz as an officer of Artistry as of the
Closing Date;

       

      f. the
resignation of Helen Schwartz as director of Artistry, such resignations to be
effective on the Closing Date;

       

      g. legal
opinion Anslow & Jaclin  LLP, in substantially the form of Exhibit
C; and

       

      h. an
Officer’s Certificate, dated the Closing Date, certifying as to Sections 5.1,
5.2, 5.3 and 5.4.

       

      i. such
other documents as YOD may reasonably request for the purpose of
(i) evidencing the accuracy of any representation or warranty of Artistry,
(ii) evidencing the performance by Artistry of, or the compliance by
Artistry with, any covenant or obligation required to be performed or complied
with by Artistry, (iii) evidencing the satisfaction of any condition
referred to in this Article V, or (iv) otherwise facilitating the
consummation of any of the transactions contemplated by this Agreement and the
Transaction Documents.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
VI

       

      CONDITIONS
TO OBLIGATIONS OF ARTISTRY

       

      The
obligations of Artistry to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, at or before the Closing Date, of the
following conditions, any one or more of which may be waived by Artistry in its
sole discretion:

       

      Section
6.1 Representations and
Warranties of YOD and the YOD Members.  All representations and
warranties made by YOD and the YOD Members on behalf of themselves individually
in this Agreement shall be true and correct on and as of the Closing Date except
insofar as the representation and warranties relate expressly and solely to a
particular date or period, in which case, subject to the limitations applicable
to the particular date or period, they will be true and correct in all material
respects on and as of the Closing Date with respect to such date or
period.

       

      Section
6.2 Agreements and
Covenants.  YOD and the YOD Members shall have performed and
complied in all material respects with all agreements and covenants required by
this Agreement to be performed or complied with by each of them on or prior to
the Closing Date.

       

      Section
6.3 Consents and
Approvals.  All consents, waivers, authorizations and approvals
of any governmental or regulatory authority, domestic or foreign, and of any
other person, firm or corporation, required in connection with the execution,
delivery and performance of this Agreement shall have been duly obtained and
shall be in full force and effect on the Closing Date.

       

      Section
6.4 No Violation of
Orders.  No preliminary or permanent injunction or other order
issued by any court or other governmental or regulatory authority, domestic or
foreign, nor any statute, rule, regulation, decree or executive order
promulgated or enacted by any government or governmental or regulatory
authority, domestic or foreign, that declares this Agreement invalid or
unenforceable in any respect or which prevents the consummation of the
transactions contemplated hereby, or which materially and adversely affects the
assets, properties, operations, prospects, net income or financial condition of
YOD and the YOD Members, taken as a whole, shall be in effect; and no action or
proceeding before any court or government or regulatory authority, domestic or
foreign, shall have been instituted or threatened by any government or
governmental or regulatory authority, domestic or foreign, or by any other
person, or entity which seeks to prevent or delay the consummation of the
transactions contemplated by this Agreement or which challenges the validity or
enforceability of this Agreement.

       

      Section
6.5 Other Closing
Documents.  Artistry shall have received such certificates,
instruments and documents in confirmation of the representations and warranties
of the YOD and the YOD Members, the performance of YOD and the YOD Members
respective obligations hereunder and/or in furtherance of the transactions
contemplated by this Agreement as Artistry or its counsel may reasonably
request.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
6.6 Documents.  YOD
and the YOD Members must deliver to Artistry at the Closing:

       

      a. share
certificates evidencing the number of YOD Units, along with executed share
transfer forms transferring such YOD Units to Artistry;

       

      b. this
Agreement and each of the Transaction Documents to which YOD and the YOD Members
are a party, duly executed;

       

      c. such
other documents as Artistry may reasonably request for the purpose of (A)
evidencing the accuracy of any of the representations and warranties of YOD and
the YOD Members , (B) evidencing the performance of, or compliance by YOD and
the YOD Members with, any covenant or obligation required to be performed or
complied with by YOD and the YOD Members, as the case may be, (C) evidencing the
satisfaction of any condition referred to in this Article VI, or (D) otherwise
facilitating the consummation or performance of any of the transactions
contemplated by this Agreement and the other Transaction Documents.

       

      Section
6.7 No Claim Regarding Stock
Ownership or Consideration.  There must not have been made or
threatened by any Person, any claim asserting that such Person (a) is the holder
of, or has the right to acquire or to obtain beneficial ownership of the YOD
Units, or any other stock, voting, equity, or ownership interest in, YOD, or (b)
is entitled to all or any portion of the Artistry Shares.

       

      Section
6.8 Financing.                                
The completion of the Financing as described herein.

       

      Section
6.9 Financials.                                
The delivery of the YOD audited financial statements for the years ended
December 31, 2008 and 2007.

       

      Section
6.10 Fee.                          The
payment of $10,000 non-refundable fee to Artistry for expenses upon completion
of the Bridge Financing.

       

      Section
6.11 Debt.                YOD shall have
converted all YOD Member debt and deferred compensation into YOD
Units.

       

      ARTICLE
VII

       

      POST-CLOSING
AGREEMENTS

       

      Section
7.1 SEC
Documents.  From and after the Closing Date, in the event the
SEC notifies Artistry of its intent to review any Public Report filed prior to
the Closing Date or Artistry receives any oral or written comments from the SEC
with respect to any Public Report filed prior to the Closing Date, Artistry
shall promptly notify the Artistry Controlling Stockholders and the Artistry
Controlling Stockholders shall reasonably cooperate with Artistry in responding
to any such oral or written comments.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VIII

       

      INDEMNIFICATION

       

      Section
8.1 Survival of
Provisions.  The respective representations, warranties,
covenants and agreements of each of the parties to this Agreement (except
covenants and agreements which are expressly required to be performed and are
performed in full on or before the Closing Date) shall expire on the first day
of the eighteen-month anniversary of the Closing Date (the “Survival
Period”).  The right to indemnification, payment of damages or
other remedy based on such representations, warranties, covenants, and
obligations will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the execution and delivery of this Agreement, with respect to
the accuracy or inaccuracy of or compliance with, any such representation,
warranty, covenant, or obligation.  The waiver of any condition based
on the accuracy of any representation or warranty, or on the performance of or
compliance with any covenant or obligation, will not affect the right to
indemnification, payment of damages, or other remedy based on such
representations, warranties, covenants, and obligations.

       

      Section
8.2 Indemnification.

       

      a. Indemnification Obligations
in favor of the Controlling Stockholders of Artistry. Notwithstanding the
limitation set forth in Section 8.1, from and after the Closing Date until the
expiration of the Survival Period,  YOD and the YOD Members shall
reimburse and hold harmless the Artistry Controlling Stockholders (each such
person and his heirs, executors, administrators, agents, successors and assigns
is referred to herein as a “Artistry Indemnified Party”)
against and in respect of any and all damages, losses, settlement payments, in
respect of deficiencies, liabilities, costs, expenses and claims suffered,
sustained, incurred or required to be paid by any Artistry Indemnified Party,
and any and all actions, suits, claims, or legal, administrative, arbitration,
governmental or other procedures or investigation against any Artistry
Indemnified Party, which arises or results from a third-party claim brought
against a Artistry Indemnified Party to the extent based on a breach of the
representations and warranties with respect to the business, operations or
assets of YOD.  All claims of Artistry pursuant to this Section 8.2
shall be brought by the Artistry Controlling Stockholders on behalf of Artistry
and those Persons who were stockholders of Artistry immediately prior to the
Closing Date.

       

      b. Indemnification in favor of
YOD and the YOD Members.  Notwithstanding the limitations set
forth in Section 8.1 and in the last sentence of this Section 8.2(b), from and
after the Closing Date until the expiration of the Survival Period, the Artistry
Controlling Stockholders will, severally and not jointly, indemnify and hold
harmless YOD, the YOD Members, and their respective officers, directors, agents,
attorneys and employees, and each person, if any, who controls or may “control”
(within the meaning  of the Securities Act) any of the forgoing
persons or entities (hereinafter referred to individually as a “YOD Indemnified Person”) from
and against any and all losses, costs, damages, liabilities and expenses arising
from claims, demands, actions, causes of action, including, without limitation,
legal fees, (collectively, “Damages”) arising out of any
(i) any breach of representation or warranty made by Artistry or the
Artistry Controlling Stockholders in this Agreement, and in any certificate
delivered by Artistry or the Artistry Controlling Stockholders pursuant to this
Agreement, (ii) any breach by Artistry or the Artistry Controlling
Stockholders of any covenant, obligation or other agreement made by Artistry or
the Artistry Controlling Stockholders in this Agreement, and (iii) a
third-party claim based on any acts or omissions by Artistry or the Artistry
Controlling Stockholders since July 10, 2007 through and including the Closing
Date. In no event shall any such indemnification payments exceed $100,000 in the
aggregate from all Artistry Controlling Stockholders.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
IX

       

      MISCELLANEOUS
PROVISIONS

       

      Section
9.1 Publicity.  No
party shall cause the publication of any press release or other announcement
with respect to this Agreement or the transactions contemplated hereby without
the consent of the other parties, unless a press release or announcement is
required by law.  If any such announcement or other disclosure is
required by law, the disclosing party agrees to give the non-disclosing parties
prior notice and an opportunity to comment on the proposed
disclosure.

       

      Section
9.2 Successors and
Assigns.  This Agreement shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns;
provided, however, that no party shall assign or delegate any of the obligations
created under this Agreement without the prior written consent of the other
parties.

       

      Section
9.3 Fees and
Expenses.  Except as otherwise expressly provided in this
Agreement, all legal and other fees, costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such fees, costs or expenses.

       

      Section
9.4 Notices.  All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been given or made if in writing and
delivered personally or sent by registered or certified mail (postage prepaid,
return receipt requested)or facsimile to the parties at the following
addresses:

       

      If to
Artistry or the Artistry Controlling Stockholders:

      Artistry
Publications, Inc.

      6046 FM
2920 #113

      Spring,
Texas 77379

      Attention:  Ms.
Helen Schwartz

      Tel. No.:
215-269-1596

      Fax
No.:

       

      with
copies, which shall not constitute notice, to:

      Anslow
& Jaclin LLP

      195 Route
9 South, Suite 204

      Manalapan,
NJ 07726

      Attention:
Gregg E. Jaclin, Esq.

      Tel. No.:
732-409-1212

      Fax No.:
732-577-1188

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If to YOD
or the YOD Members:

      Your Out
Doors LLC.

      1421
Champion Drive

      Carrollton,
TX 75006

      Attention:
G Ray Miller

      Tel. No.:
214-649-0167

      Fax
No.:

      


       

      with
copies, which shall not constitute notice, to:

      [    ]

      [Address]

      [City,
State Zip Code]

      Attention:

      Tel.
No.:

      Fax
No.:

       

      or to
such other persons or at such other addresses as shall be furnished by any party
by like notice to the others, and such notice or communication shall be deemed
to have been given or made as of the date so delivered or mailed. No change in
any of such addresses shall be effective insofar as notices under this Section
9.4 are concerned unless such changed address is located in the United States of
America (or, in the case of the YOD Members or YOD, in the  United
States of America) and notice of such change shall have been given to such other
party hereto as provided in this Section 9.4.

       

      Section
9.5 Entire
Agreement.  This Agreement, together with the exhibits hereto,
represents the entire agreement and understanding of the parties with reference
to the transactions set forth herein and no representations or warranties have
been made in connection with this Agreement other than those expressly set forth
herein or in the exhibits, certificates and other documents delivered in
accordance herewith.  This Agreement supersedes all prior
negotiations, discussions, correspondence, communications, understandings and
agreements between the parties relating to the subject matter of this Agreement
and all prior drafts of this Agreement, all of which are merged into this
Agreement.  No prior drafts of this Agreement and no words or phrases
from any such prior drafts shall be admissible into evidence in any action or
suit involving this Agreement.

       

      Section
9.6 Severability.  This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.  Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be
possible so as to be valid and enforceable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Section
9.7 Titles and
Headings.  The Article and Section headings contained in this
Agreement are solely for convenience of reference and shall not affect the
meaning or interpretation of this Agreement or of any term or provision
hereof.

       

      Section
9.8 Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall be considered one and the
same agreement.

       

      Section
9.9 Convenience of Forum;
Consent to Jurisdiction.  The parties to this Agreement, acting
for themselves and for their respective successors and assigns, without regard
to domicile, citizenship or residence, hereby expressly and irrevocably elect as
the sole judicial forum for the adjudication of any matters arising under or in
connection with this Agreement, and consent and subject themselves to the
jurisdiction of, the courts of the State of New Jersey located in County of
Essex, and/or the United States District Court located in the State of New
Jersey, in respect of any matter arising under this Agreement. Service of
process, notices and demands of such courts may be made upon any party to this
Agreement by personal service at any place where it may be found or giving
notice to such party as provided in Section 9.5.

       

      Section
9.10 Enforcement of the
Agreement.  The parties hereto agree that irreparable damage
would occur if any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached.  It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereto, this being in addition to any other remedy to
which they are entitled at law or in equity.

       

      Section
9.11 Governing
Law.  This Agreement shall be governed by and interpreted and
enforced in accordance with the laws of the State of Delaware without giving
effect to the choice of law provisions thereof.

       

      Section
9.12 Amendments and
Waivers.  Except as otherwise provided herein, no amendment or
waiver of any provision of this Agreement shall be valid unless the same shall
be in writing and signed by all of the parties hereto. No waiver by any party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any such prior or subsequent
occurrence.

       

      [REST OF
PAGE DELIBERATELY LEFT BLANK]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

       

      YOUR
OUT DOORS LLC.

       

      By:     /s/
G. Ray
Miller                           
                                                          

       

      Name:    G.
Ray
Miller                            
                                                        

       

      Title:      Managing
Member                  
                                                    

       

      YOD
MEMBERS

       

      By:     G.
Ray
Miller                                  
           

       

       

      By:      _________________________ 

       

       

      By:      _________________________ 

       

       

      ARTISTRY
PUBLICATIONS, INC.

       

      
        By:     /s/
Helen
Schwartz                         
                     
                                                        

         

        Name:    Helen
Schwartz                             


         

        Title:      CEO                                               
      

         

      

      CONTROLLING
STOCKHOLDERS

       

      By: /s/
Helen
Schwartz                            
  

      HELEN
SCHWARTZ

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
1

       

      Artistry
Controlling Stockholders

       

      HELEN
SCHWARTZ

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

       

      DEFINITION
OF “ACCREDITED INVESTOR”

       

      The term
“accredited investor” means:

       

      
        	
                □  

              	
                A
      bank as defined in Section 3(a)(2) of the Securities Act, or a savings and
      loan association or other institution as defined in Section 3(a)(5)(A) of
      the Securities Act, whether acting in its individual or fiduciary
      capacity; a broker or dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934; an insurance company as defined in
      Section 2(13) of the Securities Act; an investment company registered
      under the Investment Company Act of 1940 (the “Investment Company Act”) or
      a business development company as defined in Section 2(a)(48) of the
      Investment Company Act; a Small Business Investment Company licensed by
      the U.S. Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; a plan established and maintained
      by a state, its political subdivisions or any agency or instrumentality of
      a state or its political subdivisions for the benefit of its employees, if
      such plan has total assets in excess of US $5,000,000; an employee benefit
      plan within the meaning of the Employee Retirement Income Security Act of
      1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as
      defined in Section 3(21) of ERISA, which is either a bank, savings and
      loan association, insurance company, or registered investment advisor, or
      if the employee benefit plan has total assets in excess of US $5,000,000
      or, if a self-directed plan, with investment decisions made solely by
      persons that are accredited
investors.

              


      

       

      
        	
                □  

              	
                A
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of
1940.

              


      

       

      
        	
                □  

              	
                An
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not
      formed for the specific purpose of acquiring the securities offered, with
      total assets in excess of US
$5,000,000.

              


      

       

      
        	
                □  

              	
                A
      director or executive officer of
YOD.

              


      

       

      
        	
                □  

              	
                A
      natural person whose individual net worth or joint net worth with that
      person’s spouse, at the time of his or her purchase exceeds US
      $1,000,000.

              


      

       

      
        	
                □  

              	
                A
      natural person who had an individual income in excess of US $200,000 in
      each of the two most recent years or joint income with that person’s
      spouse in excess of US $300,000 in each of those years and has a
      reasonable expectation of reaching the same income level in the current
      year.

              


      

       

      
        	
                □  

              	
                A
      trust, with total assets in excess of US $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      (i.e., a person who has such knowledge and experience in financial and
      business matters that he is capable of evaluating the merits and risks of
      the prospective investment).

              


      

       

      
        	
                □  

              	
                Any
      entity in which all of the equity owners are accredited
      investors

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
B

       

      ACCREDITED
INVESTOR REPRESENTATIONS

       

      YOD
Members further represents and warrants to Artistry as follows:

       

      
        	
                1.  

              	
                Such
      person or entity qualifies as an Accredited Investor on the basis set
      forth on Exhibit A to this
Agreement.

              


      

       

      
        	
                2.  

              	
                Such
      person or entity has sufficient knowledge and experience in finance,
      securities, investments and other business matters to be able to protect
      such Shareholder’s interests in connection with the transactions
      contemplated by this Agreement.

              


      

       

      
        	
                3.  

              	
                Such
      person or entity has consulted, to the extent that it has deemed
      necessary, with its tax, legal, accounting and financial advisors
      concerning its investment in Artistry
Shares.

              


      

       

      
        	
                4.  

              	
                Such
      person or entity understands the various risks of an investment in
      Artistry Shares and can afford to bear such risks for an indefinite period
      of time, including, without limitation, the risk of losing its entire
      investment in Artistry Shares.

              


      

       

      
        	
                5.  

              	
                Such
      person or entity has had access to Artistry’s publicly filed reports with
      the SEC.

              


      

       

      
        	
                6.  

              	
                Such
      person or entity has been furnished during the course of the transactions
      contemplated by this Agreement with all other public information regarding
      Artistry that such person or entity has requested and all such public
      information is sufficient for such person or entity to evaluate the risks
      of investing in Artistry Shares.

              


      

       

      
        	
                7.  

              	
                Such
      person or entity has been afforded the opportunity to ask questions of and
      receive answers concerning Artistry and the terms and conditions of the
      issuance of Artistry Shares.

              


      

       

      
        	
                8.  

              	
                Such
      person or entity is not relying on any representations and warranties
      concerning Artistry made by Artistry or any officer, employee or agent of
      Artistry, other than those contained in this
  Agreement.

              


      

       

      
        	
                9.  

              	
                Such
      person or entity is acquiring Artistry Shares for such person’s or
      entity’s, as the case may be, own account, for investment and not for
      distribution or resale to others.

              


      

       

      
        	
                10.  

              	
                Such
      person or entity will not sell or otherwise transfer Artistry Shares,
      unless either (a) the transfer of such securities is registered under the
      Securities Act or (b) an exemption from registration of such securities is
      available.

              


      

       

      
        	
                11.  

              	
                Such
      person or entity understands and acknowledges that Artistry is under no
      obligation to register Artistry Shares for sale under the Securities
      Act.

              


      

       

      
        	
                12.  

              	
                Such
      person or entity consents to the placement of a legend on any certificate
      or other document evidencing Artistry Shares substantially in the form set
      forth in Section 4.5(a).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                13.  

              	
                Such
      person or entity represents that the address furnished on its signature
      page to this Agreement is the principal residence if he is an individual
      or its principal business address if it is a corporation or other
      entity.

              


      

       

      
        	
                14.  

              	
                Such
      person or entity understands and acknowledges that Artistry Shares have
      not been recommended by any federal or state securities commission or
      regulatory authority, that the foregoing authorities have not confirmed
      the accuracy or determined the adequacy of any information concerning
      Artistry that has been supplied to such person or entity and that any
      representation to the contrary is a criminal
  offense.

              


      

       

      
        	
                15.  

              	
                Such
      person or entity acknowledges that the representations, warranties and
      agreements made by such person or entity herein shall survive the
      execution and delivery of this Agreement and the purchase of Artistry
      Shares.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
C

       

      FORM
OF OPINION OF COUNSEL TO ARTISTRY

       

      
        	
                1.  

              	
                The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware.  The Company
      has full corporate power and authority to own, lease and operate its
      properties and to carry on its business in the places and in the manner
      currently conducted.

              


      

       

      
        	
                2.  

              	
                The
      Company has the requisite corporate power and authority to execute,
      deliver and perform the Share Exchange Agreement.  The
      execution, delivery and performance of the Share Exchange Agreement has
      been duly authorized by all necessary corporate action on the part of the
      Company.

              


      

       

      
        	
                3.  

              	
                The
      Share Exchange Agreement has been duly executed and delivered by the
      Company Controlling Stockholders and the Company (to the extent they are
      party thereto), and constitutes the legal, valid and binding obligation of
      each of the Company Controlling Stockholders and the Company, enforceable
      in accordance with its terms, except to the extent that their
      enforceability may be subject to applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the enforcement of
      creditors’ rights generally and to general equitable
      principles.

              


      

       

      
        	
                4.  

              	
                Execution
      and delivery by the Company Controlling Stockholders and the Company of,
      and performance of their agreements in, the Share Exchange Agreement does
      not (i) violate any law, statute, rule, regulation or  court
      order applicable to the Company Controlling Stockholders and/or the
      Company and known to us, (ii)  breach, result in a default or
      loss of rights under, result in the creation of a right of termination,
      acceleration or modification under, or result in the creation of, or the
      right to create, any security interest in or lien on any assets of the
      Company pursuant to any agreements known to us to which the Company is a
      party or by which it or its assets is bound, or (iii) violate, conflict
      with, result in a breach of any terms or provisions of, or constitute a
      default under, the Company’s Certificate of Incorporation or
      Bylaws.

              


      

       

      
        	
                5.  

              	
                No
      consent, approval, authorization, order or action of, filing with or
      notice or payment to any regulatory agency or authority of the State of
      Nevada or the United States Federal Government is required to be obtained
      or made by the Company Controlling Stockholders or the Company for the
      Company Controlling Stockholders or the Company to perform their
      obligations under the Share Exchange Agreement and consummate the
      transactions contemplated thereunder, except for such as have been
      obtained or made, other than any filings required to comply with any
      applicable federal and state securities
laws.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                6.  

              	
                Based
      solely upon a review of the Company’s stock records, the authorized
      capital stock of the Company consists of 120,000,000 shares: 100,000,000
      shares are authorized as Common Stock, of which 12,200,000 shares are
      issued and outstanding immediately prior to the consummation of the
      transactions contemplated under the Share Exchange Agreement, and
      20,000,000 shares are authorized as preferred stock, of which no shares
      are issued and outstanding. Based solely upon a representation from the
      Company and/or the Company Controlling Stockholders, we believe that all
      issued and outstanding shares of Common Stock have been duly authorized
      and validly issued, are fully paid and nonassessable and have not been
      issued in violation of any preemptive right of
      stockholders.  Except as described in the Share Exchange
      Agreement or the exhibits thereto, to our knowledge there are no options,
      warrants, or other rights or agreements of any kind for the purchase or
      acquisition from, or the issuance or sale by, the Company of any shares of
      such authorized capital stock, nor any outstanding securities or debt of
      any kind that is convertible into or exchangeable for any shares of such
      authorized capital stock.

              


      

       

      
        	
                7.  

              	
                Based
      in part upon the representations of the Company Controlling Stockholders
      contained in the Share Exchange Agreement, and the representations of the
      YOD Members that either (i) the YOD Members is an “accredited investor” as
      such term is defined in Regulation D promulgated under the Securities Act
      of 1933, as amended (the “Securities Act”) or (ii) if the parties are
      relying on the exemption from registration provided pursuant to Regulation
      S promulgated under the Securities Act (“Regulation S”), that the YOD
      Members will comply with all of the requirements of Regulation S, the
      issuance of the Shares in accordance with the Share Exchange Agreement
      will be exempt from registration under the Securities Act.  The
      Shares which are being issued on the date hereof to the YOD Members,
      pursuant to the Share Exchange Agreement, have been duly authorized and
      validly issued and are fully paid and nonassessable and free of preemptive
      or similar rights contained in the Company’s Certificate of Incorporation
      or Bylaws or in any agreement to which the Company is a
    party.

              


      

       

      
        	
                8.  

              	
                To
      our knowledge, there are no current claims, actions, suits, investigations
      or proceedings, or any pending or threatened claim, action, suit,
      investigation or proceeding against the Company before any court,
      arbitrator or governmental authority which, if determined adversely to the
      Company would have a material adverse effect on the ability of the Company
      to perform its obligations under the Share Exchange
    Agreement.