Filed by Automated Filing Services Inc. (604) 609-0244 - Puppy Zone Enterprises, Inc. - Exhibit 10.1






THE SECURITIES TO WHICH THIS SHARE EXCHANGE AGREEMENT RELATES
HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. 

SHARE EXCHANGE AGREEMENT 

THIS SHARE EXCHANGE AGREEMENT is made effective as of
the 24th of December, 2007

AMONG: 

PUPPY ZONE ENTERPRISES, INC., a
publicly held Nevada corporation 

(“Puppy Zone”) 

AND: 

QMotions, Inc., a privately
held, California C-Corporation 

(“QMotions”) 

AND: 

THE UNDERSIGNED SHAREHOLDERS OF
QMOTIONS AS LISTED ON SCHEDULE 1 ATTACHED HERETO 

(the “Selling Shareholders”)


WHEREAS, the parties hereto wish to enter this Share
Exchange Agreement (“Agreement”) whereby Puppy Zone will issue 25,230,000 shares
of common stock in the capital of Puppy Zone and options to purchase 3,770,000
shares of common stock in the capital of Puppy Zone for all of the issued and
outstanding shares and options of QMotions to the Selling Shareholders in the
manner described in Schedule 1 hereto. 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree each with the other as follows: 

1.    DEFINITIONS 

1.1                   
Definitions. The following terms have the following meanings, unless the
context indicates otherwise: 





	 	(a) 	
      “Agreement” means this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	 
	 	(b) 	
      “Applicable Securities Legislation” means all
      applicable securities legislation in all jurisdictions relevant to the
      issuance of the Puppy Zone Shares and Puppy Zone Options to each of the
      Selling Shareholders;

	 	 	 
	 	(c) 	
      “Closing” means the completion of the Transaction,
      in accordance with Section 7 hereof, at which time the Closing Documents
      will be exchanged by the parties, except for those documents or other
      items specifically required to be exchanged at a later time;

	 	 	 
	 	(d) 	
      “Closing Date” means January 31, 2008, or a date
      mutually agreed upon by the parties hereto;

	 	 	 
	 	(e) 	
      “Closing Documents” means the papers, instruments
      and documents required to be executed and delivered at the Closing
      pursuant to this Agreement;

	 	 	 
	 	(f) 	
      “Loss” means any and all demands, claims, actions
      or causes of action, assessments, losses, damages, liabilities, costs, and
      expenses, including without limitation, interest, penalties, fines and
      reasonable attorneys, accountants and other professional fees and
      expenses, but excluding any indirect, consequential or punitive damages
      suffered by Puppy Zone or QMotions including damages for lost profits or
      lost business opportunities.

	 	 	 
	 	(g) 	
      “Optionholders” has the meaning ascribed to it in
      Section 6.2(q);

	 	 	 
	 	(h) 	
      “QMotions” has the meaning ascribed to it in the
      preamble to this Agreement;

	 	 	 
	 	(i) 	
      “QMotions Common Stock” has the meaning ascribed
      to it in Section 3.3;

	 	 	 
	 	(j) 	
      “QMotions Shares” means the 202.972 shares of
      QMotions Common Stock held by the Selling Shareholders, being all of the
      issued and outstanding common shares of QMotions beneficially held, either
      directly or indirectly, by the Selling Shareholders;

	 	 	 
	 	(k) 	
      “Puppy Zone” has the meaning ascribed to it in the
      preamble to this Agreement;

	 	 	 
	 	(l) 	
      “Puppy Zone Shares” means those 25,230,000 fully
      paid and non-assessable common shares of Puppy Zone to be issued in
      exchange for the QMotions Shares to the Selling Shareholders on the
      Closing Date;

	 	 	 
	 	(m) 	
      “Puppy Zone Options” – means those options to be
      issued to the Optionholders pursuant to 6.2(q) hereof to purchase an
      aggregate of 3,770,000 shares of Puppy Zone common stock.

	 	 	 
	 	(n) 	
      “SEC” means the United States Securities and
      Exchange Commission;

	 	 	 
	 	(o) 	
      “Selling Shareholders” has the meaning ascribed to
      it in the preamble to this Agreement;



2





	 	(p) 	
      “Taxes” means any federal, state, local, or
      foreign income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, windfall profits, environmental
      (including taxes under Internal Revenue Code 59A), customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add-on minimum,
      estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not and including any
      obligations to indemnify or otherwise assume or succeed to the Tax
      liability of any other Person.

	 	 	 
	 	(q) 	
      “Tax Return” means any return, declaration,
      report, claim for refund, or information return or statement relating to
      Taxes, including any schedule or attachment thereto, and including any
      amendment thereof.

	 	 	 
	 	(r) 	
      “Transaction” means the exchange of the QMotions
      Shares and the Puppy Zone Shares as described in Section 2 of this
      Agreement;

	 	 	 
	 	(s) 	
      “1933 Act” means the United States Securities Act
      of 1933, as amended;

	 	 	 
	 	(t) 	
      “1934 Act” means the United States Securities
      Exchange Act of 1934, as amended; and,

	 	 	 
	 	(u) 	
      “SEC Reports” means the periodic and current
      reports filed by Puppy Zone with the SEC pursuant to the 1934
  Act.

	 	 	 
	 	(v) 	
      Schedules. The following schedules are attached to
      and form part of this Agreement:




	 	Exhibit A	-	Form of Lock-Up Agreement
	 	Schedule 1 	- 	Selling Shareholders 
	 	Schedule 2 	- 	Directors and Officers of Qmotions 
	 	Schedule 3 	- 	Directors and Officers of Puppy Zone 
	 	Schedule 4 	- 	Puppy Zone Liabilities 
	 	Schedule 5 	- 	QMotions Leases, Subleases, Claims, Capital 
	 	 	  	Expenditures, Taxes and Other Property Interests 
	 	Schedule 6 	- 	QMotions Material Contracts and Liabilities 
	 	Schedule 7 	- 	Certificate of U.S. Selling Shareholder 
	 	Schedule 8 	- 	QMotions Employees and Consultants 
	 	Schedule 9 	  	Trademarks and Patents 


1.2                   
Currency. All dollar amounts referred to in this Agreement are in United
States funds, unless expressly stated otherwise. 

2.      AGREEMENT OF
EXCHANGE OF SHARES

2.1                   
Agreement of Exchange of Shares. Subject to the terms and conditions of
this Agreement, the Selling Shareholders hereby covenant and agree to sell,
assign and transfer to Puppy Zone, and Puppy Zone hereby covenants and agrees to
purchase from the Selling Shareholders all of the QMotions Shares held by the
Selling Shareholders. Puppy Zone also agrees to assume QMotions’ obligations
under the options held by the Optionholders (as defined in Section 6.2(q)
hereof), and to issue the Puppy Zone Options to such Optionholders in accordance
with the procedures set forth in in Section 6.2(q) . 

3




2.2                   
Consideration. As consideration for the sale of the QMotions Shares by
the Selling Shareholders, Puppy Zone will allot and issue the Puppy Zone Shares
to the Selling Shareholders in the amount set out opposite each Selling
Shareholder’s name in Schedule 1 to this Agreement as well as options to
purchase an aggregate of 3,770,000 Puppy Zone shares to the Optionholders listed
in Section 6.2(q) hereof. The Selling Shareholders and Optionholders acknowledge
and agree that the Puppy Zone Shares and Puppy Zone Options are being issued
pursuant to a safe harbor from the prospectus and registration requirements of
the 1933 Act. The Selling Shareholders and Optionholders agree to abide by all
applicable resale restrictions and hold periods imposed by Applicable Securities
Legislation. All certificates representing the Puppy Zone Shares issued on
Closing, as well as the Puppy Zone Options and shares of common stock underlying
the Puppy Zone Options, when issued, will be endorsed with restrictive legends
substantially in the same form as one of the two following legends pursuant to
the 1933 Act, in order to reflect the fact that these are restricted securities
and will be issued to the Selling Shareholders and Optionholders pursuant to a
safe harbor from the registration requirements of the 1933 Act: 


  
    “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS
      SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE
      UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE
      WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
      OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES
      MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED
      STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S
      UNDER THE 1933 ACT.” 

    or 

    “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
      REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
      AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
      LAWS.” 

  



If a U.S. person, each Selling Shareholder and Optionholder
agrees to fill in and execute Schedule 7 to this Agreement, and agrees that the
representations set out in such schedule as executed by the Selling Shareholders
and Optionholders will be true and correct as of the Closing Date. 

2.3                   
Share Exchange Procedure. On Closing, each Selling Shareholder will
exchange his certificate representing the QMotions Shares by delivering such
certificate to Puppy Zone duly executed and endorsed in blank (or accompanied by
duly executed stock powers duly endorsed in blank), in each case in proper form
for transfer and, if applicable, with all stock transfer and any other required


4




documentary stamps affixed together with a completed and
executed Schedule 7, as applicable, to this Agreement. In addition, each
Optionholder will deliver the agreements representing their options to purchase
QMotion shares of common stock, and receive in exchange the Puppy Zone Options


2.4                   
Restricted Shares. QMotions, the Selling Shareholders and the
Optionholders acknowledge that the Puppy Zone Shares and the Puppy Zone Options
(as well as the underlying shares of Puppy Zone common stock) issued pursuant to
the terms and conditions set forth in this Agreement will have such hold periods
as are required under Applicable Securities Legislation and as a result may not
be sold, transferred or otherwise disposed of, except pursuant to an effective
registration statement under the 1933 Act, or pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the 1933 Act
and in each case only in accordance with all Applicable Securities Legislation.
Each Selling Shareholder and Optionholder agrees that he has been given an
opportunity to seek and obtain independent legal advice as to the resale
restrictions applicable in their jurisdiction of residence, and under U.S. or
other Applicable Securities Legislation generally. Puppy Zone has not
undertaken, and will have no obligation, to register any of the Puppy Zone
Shares, the Puppy Zone Options, and the shares of common stock underlying the
Puppy Zone Options under the 1933 Act, except upon the assumption of obligations
the registration rights agreement as described in Section 6.2(p)(i)(C) and as
otherwise agreed in writing.

2.5                   
Exemptions. The Selling Shareholders and Optionholders acknowledge that
Puppy Zone has advised such Selling Shareholders and Optionholders that Puppy
Zone is relying on an exemption from the prospectus and registration
requirements of the Applicable Securities Legislation, and, as a consequence,
the Selling Shareholders and Optionholders will not be entitled to certain
protections, rights and remedies available under Applicable Securities
Legislation, including statutory rights of rescission or damages, and the
Selling Shareholders and Optionholders will not receive information that would
otherwise be required to be provided to the Selling Shareholders and
Optionholders pursuant to Applicable Securities Legislation. 

3.     
REPRESENTATIONS AND WARRANTIES OF QMOTIONS 

Except as set forth in the disclosure schedules to be delivered
to Puppy Zone by QMotions on the date hereof (which disclosure schedules will be
arranged in paragraphs corresponding to the numbered and lettered paragraphs
contained in this Section 3), and except as disclosed in the Financial
Statements for the periods ended September 30, 2007, and December 31 2006 (“QM
Financial Statements”) QMotions represents and warrants to Puppy Zone, and
acknowledges that Puppy Zone is relying upon such representations and
warranties, in connection with the execution, delivery and performance of this
Agreement, notwithstanding any investigation made by or on behalf of Puppy Zone,
as follows: 

3.1                   
Organization and Good Standing. QMotions is a corporation duly organized,
validly existing and in good standing under the laws of the State of California
and has the requisite corporate power and authority to own, lease and to carry
on its business as now being conducted.

3.2                   
Authority. QMotions has all requisite corporate power and authority to
execute and deliver this Agreement and any other document contemplated by this
Agreement (collectively, the “QMotions Documents”) to be signed by
QMotions and to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of the QMotions
Documents by QMotions and the consummation of the transactions contemplated
hereby have been duly authorized by QMotions’s board of directors. No other
corporate or shareholder proceedings on the part of QMotions is necessary to
authorize such documents or to consummate the transactions contemplated hereby.
This Agreement has been, and the other QMotions Documents when executed and
delivered by QMotions will be, duly executed and delivered by QMotions and this
Agreement is, and the other 

5




QMotions Documents when executed and delivered by QMotions as
contemplated hereby will be, valid and binding obligations of QMotions
enforceable in accordance with their respective terms except: 

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

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

	 	 	 
	 	(c) 	
      as limited by public policy.



3.3                   
Capitalization of QMotions. The entire authorized capital stock and other
equity securities of QMotions consists of 10,000 shares of common no par
value stock (the “QMotions Common Stock”). There are 146.178 shares of
QMotions Common Stock issued and outstanding as of the date of this Agreement
and options to purchase 30.329 shares of QMotions Common Stock. All of the
issued and outstanding shares of QMotions Common Stock have been duly
authorized, are validly issued, were not issued in violation of any pre-emptive
rights and are fully paid and non-assessable, are not subject to pre-emptive
rights and were issued in full compliance with the general corporate laws of the
State of California and its articles and bylaws. There are no agreements to
which QMotions is a party purporting to restrict the transfer of the QMotions
Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or
other arrangements restricting or affecting the voting of the QMotions Common
Stock, except the Buy/Sell Agreement, dated January 1, 2004, by and among
QMotions, and the shareholders named therein, the Shareholders’ Management
Agreement dated January 1, 2004, as amended, the Stock Restriction Agreements by
and between QMotions and each of its shareholders and the Phantom Stock
Agreement.

3.4                   
Shareholders of QMotions Common Stock. The Selling Shareholders, as
listed in Schedule 1 to this Agreement, are the only registered holders of the
QMotions Shares. 

3.5                   
Directors and Officers of QMotions. The duly elected or appointed
directors and officers of QMotions are as set out in Schedule 2 to this
Agreement. 

3.6                   
Wholly-Owned Subsidiary. QMotions has no wholly-owned subsidiaries.

3.7                   
Non-Contravention. Neither the execution, delivery and performance of
this Agreement, nor the consummation of the Transaction, will: 

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

	 	 	 
	 	(b) 	
      violate any provision of the articles or bylaws of
      QMotions; or

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



6




3.8                   
Actions and Proceedings. To the best knowledge of QMotions, there is no
action, suit, judgment, claim, demand or proceeding outstanding or pending, or
threatened against or affecting QMotions or which involves any of the business,
or the properties or assets of QMotions that, if adversely resolved or
determined, would have a material adverse effect on the business, operations,
assets, properties, prospects, or conditions of QMotions taken as a whole (a
“QMotions Material Adverse Effect”). 

3.9                   
Compliance. 

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

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

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



3.10                 
Filings, Consents and Approvals. To the best knowledge of QMotions, no
filing or registration with, no notice to and no permit, authorization, consent,
or approval of any public or governmental body or authority or other person or
entity is necessary for the consummation by QMotions of the Transaction
contemplated by this Agreement or to enable QMotions to continue to conduct its
business after the Closing Date in a manner which is consistent with that in
which the business is presently conducted. 

3.11                 
Absence of Undisclosed Liabilities. Except as disclosed in this Agreement
or in the QM Financial Statements, QMotions does not have any liabilities or
obligations either direct or indirect, matured or unmatured, absolute,
contingent or otherwise that could in the aggregate exceed $50,000, which have
not heretofore been paid or discharged. 

For purposes of this Agreement, the term “liabilities”
includes, any direct or indirect indebtedness, guaranty, endorsement, claim,
loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or
unfixed, known or unknown, asserted choate or inchoate, liquidated or
unliquidated, secured or unsecured. 

3.12                 
Absence of Changes. Except as disclosed in this Agreement, in Schedule 6
or in the QM Financial Statements, since September 30, 2007, QMotions has not:


	 	(a) 	
      failed to pay or discharge when due any liabilities of
      which the failure to pay or discharge has caused or will cause any
      material damage or risk of material loss to it or any of its assets or
      properties;

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



7





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

	 	 	 
	 	(d) 	
      made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business (for the purposes
      herein, Puppy Zone acknowledges certain unsold inventory may be returned
      to QMotions by its client QVC as in the ordinary course of their business
      relationship);

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

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

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

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

	 	 	 
	 	(i) 	
      made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate $5,000,
      except such as may be involved in ordinary repair, maintenance or
      replacement of its assets;

	 	 	 
	 	(j) 	
      other than in the ordinary course of business, increase
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses) or loan to, any of
      its employees or directors or made any increase in, or any addition to,
      other benefits to which any of its employees or directors may be entitled
      other than to increase salaries of certain employees to market rates in
      accordance to the projections previously provided Puppy Zone by QMotions
      and an employment offer for Mr. Tim Walsh;

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

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



3.13                 
Personal Property. QMotions possess, and has good and marketable title of
all property necessary for the continued operation of the business of QMotions
and as presently conducted and as represented to Puppy Zone. All such property
is used in the business of QMotions. All such property is in reasonably good
operating condition, and is reasonably fit for the purposes for which such
property is presently used. All material equipment, furniture, fixtures and
other tangible personal property and assets owned or leased by QMotions are
owned by QMotions free and clear of all liens, security interests, charges,
encumbrances, and other adverse claims, except as disclosed in Schedule 6 to
this Agreement. 

8




3.14                 
Intellectual Property. QMotions does not have any intellectual property
other as disclosed on Schedule 9. 

3.15                 
Real Property. QMotions does not own any real property but has a month to
month lease on its office space. Each of the leases, subleases, claims, capital
expenditures, Taxes or other real property interests (collectively, the
“Leases”) to which QMotions is a party or is bound, as set out in
Schedule 6 to this Agreement, is legal, valid, binding, enforceable and in full
force and effect in all material respects. The Leases will continue to be legal,
valid, binding, enforceable and in full force and effect on identical terms on
the Closing Date. QMotions has not assigned, transferred, conveyed, mortgaged,
deeded in trust, or encumbered any interest in the Leases or the leasehold
property pursuant thereto. 

3.16                 
Material Contracts and Transactions. Schedule 6 to this Agreement lists
each material contract, agreement, license, permit, arrangement, commitment,
instrument or contract to which QMotions is a party (each, a “Contract”).
Subject to Section 6.2(p) hereof, the continuation and validity of each Contract
will in no way be affected by the consummation of the Transaction contemplated
by this Agreement. There exists no actual or threatened termination,
cancellation, or limitation of, or any amendment, modification, or change to any
Contract. 

3.17                 
Certain Transactions. QMotions is not a guarantor or indemnitor of any
indebtedness of any third party, including any person, firm or corporation. 

3.18                 
No Brokers. QMotions has not incurred any obligation or liability to any
party for any brokerage fees, agent’s commissions, or finder’s fees in
connection with the Transaction contemplated by this Agreement, although
QMotions has an agreement with Alexander Dunham for Capital Raising Services and
M&A consulting. 

3.19                 
Completeness of Disclosure. No representation or warranty by QMotions in
this Agreement nor any certificate, schedule, statement, document or instrument
furnished or to be furnished to Puppy Zone pursuant hereto contains or will
contain any untrue statement of a material fact. 

3.20                 
Financial Condition. QMotions has delivered unaudited financial
information to Puppy Zone regarding its operations for the year ended December
31, 2006 and the nine months ended September 30, 2007, which information is true
in all material respects.

4.     
REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS &
OPTIONHOLDERS 

Each of the Selling Shareholders and Optionholder, where
applicable, represents and warrants to Puppy Zone, and acknowledges that Puppy
Zone is relying upon such representations and warranties, in connection with the
execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of Puppy Zone, as follows (solely for the
purposes of this Section 4, the defined term Selling Shareholder shall be deemed
inclusive of the Optionholders, where applicable): 

4.1                   
Each Selling Shareholder is the registered and beneficial owner of the number of
QMotions Shares listed next to his or her name in Schedule 1 to this Agreement
and each Selling Shareholder has no interest, legal or beneficial, direct or
indirect, in any other shares of, or the assets or business of QMotions. 

4.2                   
Schedule 1 to this Agreement contains a true and complete list of each Selling
Shareholder’s names.

9




4.3                   
Each Selling Shareholder has the power and capacity and good and sufficient
right and authority to enter into this Agreement on the terms and conditions
herein set forth and to transfer the beneficial title and ownership of the
QMotions Shares to Puppy Zone. 

5.     
REPRESENTATIONS AND WARRANTIES OF PUPPY ZONE 

Puppy Zone represents and warrants to QMotions and the Selling
Shareholders and acknowledges that QMotions and the Selling Shareholders are
relying upon such representations and warranties in connection with the
execution, delivery and performance of this Agreement, notwithstanding any
investigation made by or on behalf of QMotions or the Selling Shareholders, as
follows: 

5.1                   
Organization and Good Standing. Puppy Zone is duly incorporated,
organized, validly existing and in good standing under the laws of the State of
Nevada, and has all requisite corporate power and authority to own, lease and to
carry on its business as now being conducted.

5.                   
Authority. Puppy Zone does not require approval from its shareholder to
carry out the Transaction. Puppy Zone has all requisite corporate power and
authority to execute and deliver this Agreement and any other document
contemplated by this Agreement (collectively, the “Puppy Zone Documents”)
to be signed by Puppy Zone and to perform its obligations hereunder and to
consummate the Transaction contemplated hereby. The execution and delivery of
each of the Puppy Zone Documents by Puppy Zone and the consummation by Puppy
Zone of the Transaction contemplated hereby have been duly authorized by its
board of directors and no other corporate or shareholder proceedings on the part
of Puppy Zone is necessary to authorize such documents or to consummate the
Transaction contemplated hereby. This Agreement has been, and the other Puppy
Zone Documents when executed and delivered by Puppy Zone as contemplated by this
Agreement will be, duly executed and delivered by Puppy Zone and this Agreement
is, and the other Puppy Zone Documents when executed and delivered by Puppy
Zone, as contemplated hereby will be, valid and binding obligations of Puppy
Zone enforceable in accordance with their respective terms, except: 

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

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

	 	 	 
	 	(c) 	
      as limited by public policy.



5.3                   
Private Placement. Prior to the closing of this Agreement, Puppy Zone
will conduct and complete private placement sales of units of its common stock
at a purchase price per unit of approximately $1.25 with a minimum aggregate
price of sales of the offering of $2,500,000 and may offer up to $3,000,000 at
its discretion. Each unit will be comprised of one common share and one common
share purchase warrant. Each common share purchase warrant will have an exercise
price of no less than $1.50 per share and be exercisable for a period of two (2)
years. 

5.4                   
Maximum Liabilities. Immediately prior to Closing, Puppy Zone will not
have any liabilities or obligations either direct or indirect, matured or
unmatured, absolute, contingent or otherwise that could in the aggregate exceed
$15,000, which have not been paid or discharged at that time. 

5.5                   
Capitalization of Puppy Zone. The entire authorized capital stock and
other equity securities of Puppy Zone consist of 100,000,000 shares of common
stock with a par value of $0.001 (the “Puppy Zone Common Stock”). As of
the date of this Agreement, there are 72,000,000 shares of 

10




Puppy Zone Common Stock issued and outstanding. Puppy Zone will
have issued and outstanding no more than 50,000,000 shares of Puppy Zone
Common Stock immediately after the issuance of the Puppy Zone Shares as
contemplated by this Agreement and 2,000,000 common share purchase warrants sold
in the private placement referred to in section 5.3 of this Agreement. Neither
Puppy Zone nor any of its representatives have received any formal or informal
notification from FINRA or other official party or representative that that
Puppy Zone common stock is not authorized (with or without the passage of time)
for continued trading on the OTC Bulletin Board. A complete list of all persons
or entities holding Puppy Zone as shown on the stockholder records of Puppy Zone
is set forth in 5.5 of the Disclosure Schedule.

5.6                   
That all of the issued and outstanding shares of Puppy Zone Common Stock have
been duly authorized, are validly issued, were not issued in violation of any
pre-emptive rights and are fully paid and non-assessable, are not subject to
pre-emptive rights and were issued in full compliance with all federal, state,
and local laws, rules and regulations. Other than the share issuances
contemplated by this Agreement, there are no outstanding options, warrants,
subscriptions, phantom shares, conversion rights, or other rights, agreements,
or commitments obligating Puppy Zone to issue any additional shares of Puppy
Zone Common Stock, or any other securities convertible into, exchangeable for,
or evidencing the right to subscribe for or acquire from Puppy Zone any shares
of Puppy Zone Common Stock as of the date of this Agreement. There are no
agreements purporting to restrict the transfer of the Puppy Zone Common Stock,
no voting agreements, voting trusts, or other arrangements restricting or
affecting the voting of the Puppy Zone Common Stock. 

5.7                   
Directors and Officers of Puppy Zone. The duly elected or appointed
directors and the duly appointed officers of Puppy Zone are as listed on
Schedule 3 to this Agreement. 

5.8                   
Corporate Records of Puppy Zone. The corporate records of Puppy Zone, as
required to be maintained by it pursuant to the Nevada Corporations Code, are
accurate, complete and current in all material respects, and the minute book of
Puppy Zone is, in all material respects, correct and contains all material
records required by the laws of the State of Nevada in regards to all
proceedings, consents, actions and meetings of the shareholders and the board of
directors of Puppy Zone. 

5.9                   
Non-Contravention. Neither the execution, delivery and performance of
this Agreement, nor the consummation of this Transaction will: 

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

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

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



11




5.10                 
Validity of Puppy Zone Shares and Puppy Zone Options. The Puppy Zone
Shares and Puppy Zone Options to be issued to the Selling Shareholders and
Optionholders upon consummation of the Transaction in accordance with this
Agreement will, upon issuance, have been duly and validly authorized and, when
so issued in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and non-assessable. The shares of Common Stock
underlying the Puppy Zone Options, when issued in accordance with the Puppy Zone
Options, will be duly and validly authorized and will be duly and validly
issued, fully paid and non-assessable.

5.11                 
Actions and Proceedings. To the best knowledge of Puppy Zone, there is no
claim, charge, arbitration, grievance, action, suit, investigation or proceeding
by or before any court, arbiter, administrative agency or other governmental
authority now pending or, to the best knowledge of Puppy Zone, threatened
against Puppy Zone which involves any of the business, or the properties or
assets of Puppy Zone that, if adversely resolved or determined, would have a
material adverse effect on the business, operations, assets, properties,
prospects or conditions of Puppy Zone taken as a whole (an “Puppy Zone
Material Adverse Effect”). There is no reasonable basis for any claim or
action that, based upon the likelihood of its being asserted and its success if
asserted, would have such an Puppy Zone Material Adverse Effect. 

5.12                 
Compliance. 

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

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

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

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



5.13                 
Filings, Consents and Approvals. Puppy Zone will conduct or obtain any
filing, registration, permit or authorization from any public or governmental
body or authority or other person that is necessary for the consummation by
Puppy Zone of the Transaction contemplated by this Agreement and to continue to
conduct its business after the Closing Date in a manner which is consistent with
that in which it is presently conducted. 

5.14                 
SEC Filings. Puppy Zone has furnished or made available to QMotions and
the Selling Shareholders a true and complete copy of each report, schedule,
registration statement and proxy statement filed by Puppy Zone with the SEC
(collectively, and as such documents have since the time of 

12




their filing been amended, the “Puppy Zone SEC
Documents”). Puppy Zone has filed all SEC Reports required by it to be filed
with the SEC and such reports filed in the 12-month period prior to the Closing
Date have been filed timely or within any period of extension for filing allowed
under applicable rules. As of their respective dates, the Puppy Zone SEC
Documents complied in all material respects with the applicable requirements and
regulations of the 1933 Act or the 1934 Act, as applicable, and the rules and
regulations of the SEC thereunder applicable to such Puppy Zone SEC Documents.
All filings by Puppy Zone with the SEC have contained information which is true
and correct in all material respects, and did not contain any untrue statement
of a material fact or omit to state any material fact necessary to make the
statements therein not misleading or which could have a material adverse effect
on Puppy Zone. Puppy Zone is in compliance in all material respects with
applicable requirements of the Sarbanes-Oxley Act of 2002 and the regulations
adopted thereunder.

5.15                 
Absence of Undisclosed Liabilities. Except as disclosed in this
Agreement, Puppy Zone does not have any material liabilities or obligations
either direct or indirect, matured or unmatured, absolute, contingent or
otherwise that could in the aggregate exceed $5,000, which have not heretofore
been paid or discharged. 

5.16                 
Absence of Certain Changes or Events. Except as and to the extent
disclosed in the Puppy Zone SEC Documents, there has not been: 

	 	(a) 	
      a Puppy Zone Material Adverse Effect; or

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



5.17                 
No Subsidiaries. Puppy Zone does not have any subsidiaries or agreements
of any nature to acquire any subsidiary or to acquire or lease any other
business operations. 

5.18                 
Personal Property. There are no material equipment, furniture, fixtures
and other tangible personal property and assets owned or leased by Puppy Zone,
except as disclosed in the Puppy Zone SEC Documents. 

5.19                 
Employees and Consultants. Puppy Zone does not have any employees or
consultants, except as disclosed in the Puppy Zone SEC Documents. 

5.20                 
Material Contracts and Transactions. There are no material contracts,
agreements, licenses, permits, arrangements, commitments, instruments,
understandings or contracts, whether written or oral, express or implied,
contingent, fixed or otherwise, to which Puppy Zone is a party. 

5.21                 
No Brokers. Puppy Zone has not incurred any obligation or liability to
any party for any brokerage fees, agent’s commissions, or finder’s fees in
connection with the Transaction contemplated by this Agreement. 

5.22                 
Certain Transactions. Puppy Zone is not a guarantor or indemnitor of any
indebtedness of any third party, including any person, firm or corporation. 

5.23                 
Completeness of Disclosure. No representation or warranty by Puppy Zone
in this Agreement nor any certificate, schedule, statement, document or
instrument furnished or to be furnished to QMotions pursuant hereto contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact required to be stated herein or therein or necessary to
make any statement herein or therein not materially misleading. 

13




5.24                 
Tax Matters.

	 	(a) 	
      Puppy Zone has filed all Tax Returns that is was required
      to file under applicable laws and regulations. All such Tax Returns were
      correct and complete in all material respects and have been prepared in
      substantial compliance with all applicable laws and regulations. All Taxes
      due and owing by Puppy Zone (whether or not shown on any Tax Return) have
      been paid. No claim has ever been made by an authority in a jurisdiction
      where Puppy Zone does not file Tax Returns that it is or may be subject to
      taxation by that jurisdiction. There are not Liens for Taxes (other than
      Taxes not yet due and payable) upon any of the assets of Puppy
  Zone.

	 	 	 
	 	(b) 	
      Puppy Zone has withheld and paid all Taxes required to
      have been withheld and paid in connection with any amounts paid or owing
      to any employee, independent contractor, creditor, stockholder or other
      third party.



5.25                 
SEC Comments. Except as provided to QMotions, Puppy Zone has received no
comments from SEC with respect to its SEC Reports filed with the SEC. 

6.      CLOSING
CONDITIONS 

6.1                   
Conditions Precedent to Closing by Puppy Zone. The obligation of Puppy
Zone to consummate the Transaction is subject to the satisfaction or waiver of
the conditions set forth below on or before the Closing Date or such earlier
date as hereinafter specified. The Closing of the Transaction contemplated by
this Agreement will be deemed to mean the satisfaction or waiver of all
conditions to Closing. These conditions of closing are for the benefit of Puppy
Zone and may be waived by Puppy Zone in its sole discretion. 

	 	(a) 	
      Representations and Warranties. The representations and
      warranties of QMotions set forth in this Agreement will be true, correct
      and complete in all respects as of the Closing Date, as though made on and
      as of the Closing Date and QMotions will have delivered to Puppy Zone a
      certificate dated as of the Closing Date, to the effect that the
      representations and warranties made by QMotions in this Agreement are true
      and correct.

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

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

	 	 	 
	 	(d) 	
      Reimbursement of Loan. QMotions will have reimbursed that
      certain loan (“Loan”) in the amount of $500,000 by Che Ming Chou to
      QMotions, which Loan was arranged by Puppy Zone and evidenced by a Loan
      Agreement dated October 26, 2007, from the proceeds of a private placement
      offering effected simultaneously with the closing of the transaction
      described herein.

	 	 	 
	 	(e) 	
      Secretary’s Certificate – QMotions. QMotions will have
      delivered to Puppy Zone a certificate from the Secretary of QMotions
      attaching:



14





	 	(i) 	
      a copy of QMotions’s articles, bylaws and all other
      incorporation documents, as amended through the Closing Date,
  and,

	 	 	 
	 	(ii) 	
      copies of resolutions duly adopted by the board of
      directors of QMotions approving the execution and delivery of this
      Agreement and the consummation of the transactions contemplated
    herein.




	 	(f) 	
      Third Party Consents. QMotions will have delivered to
      Puppy Zone duly executed copies of all third party consents and approvals
      contemplated by this Agreement, in form and substance reasonably
      satisfactory to Puppy Zone.

	 	 	 	 
	 	(g) 	
      Regulatory Approvals and Consents. QMotions will have
      obtained all necessary approvals and consents to carry out the
      Transaction, in form and substance reasonably satisfactory to Puppy
      Zone.

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

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

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

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

	 	 	 	 
	 	(j) 	
      Outstanding Shares. QMotions will have no more than 203
      shares of QMotions Common Stock issued and outstanding on the Closing
      Date.

	 	 	 	 
	 	(k) 	
      Due Diligence. As attested by written notice of
      satisfactory completion to QMotions from Puppy Zone, Puppy Zone and its
      solicitors will be reasonably satisfied with their due diligence
      investigation of QMotions that is reasonable and customary in a
      transaction of a similar nature to that contemplated by the Transaction,
      including:

	 	 	 	 
	 		(i) 	
      materials, documents and information in the possession
      and control of QMotions or the Selling Shareholders that are reasonably
      germane to the Transaction,

	 	 	 	 
	 		(ii) 	
      a physical inspection of the assets of QMotions by Puppy
      Zone or its representatives, and,

	 	 	 	 
	 		(iii) 	
      title to the material assets of QMotions.

	 	 	 	 
	 	(l) 	
      QMotions will have delivered substantive information
      about its assets and personnel satisfactory to Puppy Zone for completion
      of its public disclosure of the Transaction details.

	 	 	 	 
	 	(m) 	
      Compliance with Securities Laws. QMotions will have
      delivered evidence satisfactory to Puppy Zone that the QMotions Shares
      issuable in the Transaction will be issuable without registration pursuant
      to the 1933 Act and the Applicable Securities Legislation in reliance on a
      safe harbor from the registration requirements of the 1933 Act and the
      Applicable Securities Legislation.



15





	 	(n) 	
      QMotions will have delivered its financial statements in
      US GAAP audited to December 31, 2006 and reviewed to September 30, 2007,
      which are materially in conformance with the unaudited information
      provided by QMotions to Puppy Zone.

	 	 	 
	 	(o) 	
      QMotions Debts. QMotions shall cause QMotions debt owed
      to Amro Albanna of $1,748,376.30 to be converted into 56.794 QMotions
      Shares at a pre-money valuation of $4,500,000.



6.2                   
Conditions Precedent to Closing by QMotions and the Selling Shareholders.
The obligation of QMotions and the Selling Shareholders to consummate the
Transaction is subject to the satisfaction or waiver of the conditions set forth
below on or before the Closing Date or such earlier date as hereinafter
specified. The Closing of the Transaction will be deemed to mean the
satisfaction or waiver of all conditions to Closing. These conditions precedent
are for the benefit of QMotions and the Selling Shareholders and may be waived
by QMotions and the Selling Shareholders in their discretion. 

	 	(a) 	
      Representations and Warranties. The representations and
      warranties of Puppy Zone set forth in this Agreement will be true, correct
      and complete in all respects as of the Closing Date, as though made on and
      as of the Closing Date and Puppy Zone will have delivered to QMotions a
      certificate dated the Closing Date, to the effect that the representations
      and warranties made by Puppy Zone in this Agreement are true and
      correct.

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

	 	 	 	 
	 	(c) 	
      Private Placement. Prior to the closing of this
      Agreement, Puppy Zone will have conducted and completed private placement
      sales of units of its common stock at a purchase price per unit of
      approximately $1.25 with a minimum aggregate price of sales of the
      offering of $2,500,000 and may offer up to $3,000,000 at its discretion.
      Each unit will be comprised of one common share and one common share
      purchase warrant. Each common share purchase warrant will have an exercise
      price of no less than $1.50 per share and be exercisable for a period of
      two (2) years.

	 	 	 	 
	 	(d) 	
      Compliance. Upon the closing of this Agreement, Puppy
      Zone will be in compliance with its reporting requirements under the 1934
      Act.

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

	 	 	 	 
	 	(f) 	
      Secretary’s Certificate - Puppy Zone. Puppy Zone will
      have delivered to QMotions a certificate from the Secretary of Puppy Zone
      attaching:

	 	 	 	 
	 		(i) 	
      a copy of Puppy Zone’s articles, bylaws and all other
      incorporation documents, as amended through the Closing Date,
and

	 	 	 	 
	 		(ii) 	
      copies of resolutions duly adopted by the board of
      directors of Puppy Zone approving the execution and delivery of this
      Agreement and the consummation of the transactions contemplated
    herein.



16





	 	(g) 	
      No Material Adverse Change. No Puppy Zone Material
      Adverse Effect will have occurred since the date of this
  Agreement.

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

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

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

	 	 	 	 
	 	(i) 	
      Outstanding Shares. Puppy Zone will have issued and
      outstanding no more than 50,000,000 shares of Puppy Zone Common Stock
      immediately after the issuance of the Puppy Zone Shares as contemplated by
      this Agreement and 2,000,000 common share purchase warrants sold in the
      private placement referred to in section 5.3 of this Agreement.

	 	 	 	 
	 	(j) 	
      Regulatory Approvals and Consents. Puppy Zone will have
      obtained all necessary approvals and consents to carry out the
      Transaction, in form and substance reasonably satisfactory to
    QMotions.

	 	 	 	 
	 	(k) 	
      Public Market. On the Closing Date, the shares of Puppy
      Zone Common Stock will be quoted on the OTC Bulletin Board.

	 	 	 	 
	 	(l) 	
      Due Diligence. As attested by written notice of
      satisfactory completion to Puppy Zone from QMotions, QMotions and its
      accountants will be reasonably satisfied with their due diligence
      investigation and review of the Puppy Zone SEC Documents, and the contents
      thereof, prepared in accordance with the United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods.

	 	 	 	 
	 	(m) 	
      Puppy Zone Debts. Puppy Zone will have provided evidence
      that it has satisfied or will otherwise provide for payment of all
      material debt on its books and accounts payable.

	 	 	 	 
	 	(n) 	
      Amendment to Certificate of Incorporation. Immediately
      prior to the Closing of the Transaction, Puppy Zone shall have filed an
      amendment to its certificate of incorporation (upon the necessary
      stockholder approval) changing its name from Puppy Zone to Actiga
      Corporation. QMotions, Inc will continue to be a wholly owned subsidiary
      of Actiga Corporation.

	 	 	 	 
	 	(o) 	
      Lock-Up Agreements.

	 	 	 	 
	 		(i) 	
      Steve Bajic, the sole director and officer of Puppy Zone,
      and the stockholders, optionholders, and holders of QMotions stock that
      shall exchange their shares for Puppy Zone Shares shall have executed a
      Lock-Up Agreement in substantially the form attached hereto as Exhibit A
      that such person shall not publicly sell, pledge, transfer, assign or
      engage in any hedging transaction with respect to 100% of their Puppy Zone
      Shares for one year from the Closing Date. Provided, however, that Amro
      Albanna and Dale Hutchins may only sell 25% of their shares in a private
      transaction during the one year following the Closing
  Date.



17





	 	(p) 	
      Assumption of Contracts

	 	 	 	 	 
	 		(i) 	
      Puppy Zone will enter into a mutally agreeable form of
      assignment and assumption agreement with QMotion whereby it will assume
      all of QMotions’ obligations under each of:

	 	 	 	 	 
	 			A. 	
      The Employment Agreement, dated December 15, 2007, by and
      among QMotions and Dale Hutchins;

	 	 	 	 	 
	 			B. 	
      The Employment Agreement, dated December 15, 2007, by and
      among QMotions and Amro Albanna; and

	 	 	 	 	 
	 			C. 	
      The Registration Rights Agreement, dated December 1,
      2007, by and among QMotions, Inc., Dale Hutchins, David Addington, and Tan
      Xuejun.

	 	 	 	 	 
	 	(q) 	
      Issuance of Options




	 	A. 	
      Reference is made to that certain Phantom Stock Plan
      Restructuring Agreement by and among QMotions, Dale Hutchins, David
      Addington, and Tan Xuejun (collectively, the “Optionholders”). In lieu of
      QMotions obligation thereunder, Puppy Zone shall issue the Puppy Zone
      Options to the following individuals in the following amounts, with such
      Puppy Zone Options carrying terms identical (subject to adjustment based
      on the same ratio that QMotions Shares are being exchanged for Puppy Zone
      Shares) with the terms of the options held by the
  Optionholders.




	 	a. 	
      Dale Hutchins – 1,508,000

	 	 	 
	 	b. 	
      David Addington – 1,508,000

	 	 	 
	 	c. 	
      Tan Xuejun – 754,000



6.3                   
Notification of Financial Liabilities. QMotions will immediately notify
Puppy Zone in accordance with Section 10.6 hereof, if QMotions receives any
advice or notification from its independent certified public accounts that
QMotions has used any improper accounting practice that would have the effect of
not reflecting or incorrectly reflecting in the books, records, and accounts of
QMotions, any properties, assets, liabilities, revenues, or expenses.
Notwithstanding any statement to the contrary in this Agreement, this covenant
will survive Closing and continue in full force and effect. 

6.4                   
Access and Investigation. Between the date of this Agreement and the
Closing Date, QMotions, on the one hand, and Puppy Zone, on the other hand,
will, and will cause each of their respective representatives to: 

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

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



18





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



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

6.5                   
Confidentiality.

	 	(a) 	
      All information regarding the business of QMotions
      including, without limitation, financial information that QMotions
      provided to Puppy Zone will be kept in strict confidence by Puppy Zone and
      will not be given to any other person or party or used (except in
      connection with due diligence and except as required to file a news
      release and 8-K disclosure regarding the transaction to the public after
      the Closing), dealt with, exploited or commercialized by Puppy Zone or
      disclosed to any third party (other than Puppy Zone’s professional
      accounting and legal advisors) without the prior written consent of
      QMotions. If the Transaction contemplated by this Agreement does not
      proceed for any reason, then upon receipt of a written request from
      QMotions, Puppy Zone will immediately return to QMotions (or as directed
      by QMotions) any information received regarding QMotions’s business,
      including copies thereof. Likewise, all information regarding the business
      of Puppy Zone including, without limitation, financial information that
      Puppy Zone provides to QMotions during its due diligence investigation of
      Puppy Zone will be kept in strict confidence by QMotions and will not be
      used (except in connection with due diligence), dealt with, exploited or
      commercialized by QMotions or disclosed to any third party (other than
      QMotions’s professional accounting and legal advisors) without Puppy
      Zone’s prior written consent. If the Transaction contemplated by this
      Agreement does not proceed for any reason, then upon receipt of a written
      request from Puppy Zone, QMotions will immediately return to Puppy Zone
      (or as directed by Puppy Zone) any information received regarding Puppy
      Zone’s business. Each party will provide an affidavit to the other that
      all documents were returned.

	 	 	 
	 	(b) 	
      Puppy Zone and QMotions acknowledge and agree, subject to
      disclosure obligations under Applicable Securities Legislation or other
      laws or regulations, that neither party will make any public
      pronouncements concerning the terms of this Agreement without the express
      written consent of the other party, such consent will not be unreasonably
      withheld.

	 	 	 
	 	(c) 	
      QMotions acknowledges and agrees to neither trade nor
      allow any of its employees or agents to trade in the securities of Puppy
      Zone while in possession of material information about Puppy Zone that has
      not been publicly disclosed.

	 	 	 
	 	(d) 	
      Puppy Zone acknowledges and agrees that it has previously
      executed a non-disclosure agreement with QMotions and that it will
      continue to be obligated by the terms of that non-disclosure
    agreement.



6.6                   
Notification. Between the date of this Agreement and the Closing Date,
each of the parties to this Agreement will promptly notify the other parties in
writing if it becomes aware of any fact or condition that causes or constitutes
a material breach of any of its representations and warranties as of the date of
this Agreement, if it becomes aware of the occurrence after the date of this
Agreement of any fact or condition that would cause or constitute a material
breach of any such representation or warranty 

19




had such representation or warranty been made as of the time of
occurrence or discovery of such fact or condition. Should any such fact or
condition require any change in the Schedules relating to such party, such party
will promptly deliver to the other parties a supplement to the Schedules
specifying such change. During the same period, each party will promptly notify
the other parties of the occurrence of any material breach of any of its
covenant in this Agreement or of the occurrence of any event that may make the
satisfaction of such conditions impossible or unlikely. 

6.7                   
Exclusivity. Until such time, if any, as this Agreement is terminated
pursuant to this Agreement, but in no event later than December 31, 2007,
QMotions and Puppy Zone will not, directly or indirectly solicit, initiate,
entertain or accept any inquiries or proposals from, discuss or negotiate with,
provide any non-public information to, or consider the merits of any unsolicited
inquiries or proposals from, any person or entity relating to any transaction
involving the sale of the business or assets (other than in the ordinary course
of business), or any of the capital stock of QMotions or Puppy Zone, as
applicable, or any merger, consolidation, business combination, or similar
transaction other than as contemplated by this Agreement. 

6.8                   
Conduct of QMotions and Puppy Zone Business Prior to Closing. Except as
expressly contemplated by this Agreement or for purposes in furtherance of this
Agreement, from the date of this Agreement to the Closing Date, and except to
the extent that Puppy Zone otherwise consents in writing, QMotions will operate
their respective business substantially as presently operated and only in the
ordinary course and in compliance with all applicable laws, and use its best
efforts to preserve intact its good reputation and present business organization
and to preserve its relationships with persons having business dealings with it.
Likewise, from the date of this Agreement to the Closing Date, and except to the
extent that QMotions otherwise consents in writing, Puppy Zone will operate its
business substantially as presently operated and only in the ordinary course and
in compliance with all applicable laws, and use its best efforts to preserve
intact its good reputation and present business organization and to preserve its
relationships with persons having business dealings with it. 

6.9                   
Full Disclosure Requirement. QMotions acknowledges that Puppy Zone is
required to file with the SEC upon Closing a prospectus level disclosure
document which includes discussion of all aspects of its business, financial
affairs, risks and its management. QMotions and the Selling Shareholders will
cooperate fully in providing Puppy Zone with all information and documentation
reasonably requested.

6.10                 
Post Closing - Puppy Zone. Puppy Zone acknowledges that the Selling
Shareholders may require legal opinions on the removal of the restrictive
legends on the share certificates pursuant to Rule 144 of the 1933 Act in order
to sell their Puppy Zone Shares in the future. When a Selling Shareholder
reasonably requests it of Puppy Zone, Puppy Zone will pay for an attorney of
Puppy Zone’s choice to supply the legal opinion the Selling Shareholder and will
cooperate fully in providing the Selling Shareholders with all information and
documentation reasonably requested. 

6.11                 
Certain Acts Prohibited – QMotions. Except as expressly contemplated by
this Agreement or for purposes in furtherance of this Agreement, between the
date of this Agreement and the Closing Date, QMotions will not, without the
prior written consent of Puppy Zone: 

	 	(a) 	
      amend its articles, bylaws or other incorporation
      documents;

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



20





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

	 	 	 
	 	(d) 	
      issue, deliver, sell, pledge or otherwise encumber or
      subject to any lien any shares of the QMotions Common Stock, or any
      rights, warrants or options to acquire, any such shares, voting securities
      or convertible securities;

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

	 	 	 
	 	(f) 	
      split, combine or reclassify any QMotions Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of QMotions Common Stock;
  or,

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



6.12                 
Certain Acts Prohibited - Puppy Zone. Between the date of this Agreement
and the Closing Date, Puppy Zone will not, without the prior written consent of
QMotions: 

	 	(a) 	
      incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of Puppy Zone except in the
      ordinary course of business consistent with past practice;

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

	 	 	 
	 	(c) 	
      materially increase benefits or compensation expenses of
      Puppy Zone, increase the cash compensation of any director, executive
      officer or other key employee or pay any benefit or amount to any such
      person; or

	 	 	 
	 	(d) 	
      issue, deliver, sell, pledge, dispose of or encumber, or
      authorize or commit to the issuance, sale, pledge, disposition or
      encumbrance of, any shares of capital stock of any class, or any options,
      warrants, convertible securities or other rights of any kind to acquire
      any shares of capital stock, or any other ownership interest (including,
      but not limited to, stock appreciation rights or phantom stock), of
      Company;



6.13                 
Public Announcements. Until the Closing Date, Puppy Zone and QMotions
each agree that they will not release or issue any reports or statements or make
any public announcements relating to this Agreement or the Transaction
contemplated herein without the prior written consent of the other party, except
as may be required upon written advice of counsel to comply with applicable laws
or regulatory requirements after consulting with the other party hereto and
seeking their reasonable consent to such announcement. QMotions acknowledges
that Puppy Zone must comply with Applicable Securities Legislation requiring
full disclosure of material facts and agreements in which it is involved, and
will co-operate to assist Puppy Zone in meeting its obligations.

21




7.      CLOSING


7.1                   
Closing. The Closing will take place on the Closing Date at the offices
of the lawyers for Puppy Zone or at such other location as agreed to by the
parties. Notwithstanding the location of the Closing, each party agrees that the
Closing may be completed by the exchange of undertakings between the respective
legal counsel for QMotions and Puppy Zone, provided such undertakings are
satisfactory to each party’s respective legal counsel. 

7.2                   
Closing Deliveries of QMotions and the Selling Shareholders. At Closing,
QMotions and the Selling Shareholders will deliver or cause to be delivered the
following, fully executed and in the form and substance reasonably satisfactory
to Puppy Zone: 

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

	 	 	 	 
	 	(b) 	
      if any of the Selling Shareholders appoint any person, by
      power of attorney or equivalent, to execute this Agreement or any other
      agreement, document, instrument or certificate contemplated by this
      agreement, on behalf of the Selling Shareholder, a valid and binding power
      of attorney or equivalent from such Selling Shareholder;

	 	 	 	 
	 	(c) 	
      share certificates representing the QMotions Shares as
      required by Section 2.3 of this Agreement;

	 	 	 	 
	 	(d) 	
      all certificates and other documents required by Section
      6.1 of this Agreement;

	 	 	 	 
	 	(e) 	
      a certificate of an officer of each of QMotions, dated as
      of Closing, certifying that:

	 	 	 	 
	 		(i) 	
      each respective covenant and obligation of QMotions has
      been complied with, and

	 	 	 	 
	 		(ii) 	
      each respective representation, warranty and covenant of
      QMotions is true and correct at the Closing as if made on and as of the
      Closing; and

	 	 	 	 
	 	(f) 	
      the QMotions Documents and any other necessary documents,
      each duly executed by QMotions, as required to give effect to the
      Transaction.



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

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

	 	 	 
	 	(b) 	
      share certificates representing the Puppy Zone Shares to
      the Selling Shareholders in the amounts as set out in Schedule 1 to this
      Agreement;

	 	 	 
	 	(c) 	
      the Puppy Zone Options;

	 	 	 
	 	(d) 	
      all certificates and other documents required by Section
      6.2 of this Agreement;

	 	 	 
	 	(e) 	
      a certificate of an officer of Puppy Zone, dated as of
      Closing, certifying that:



22





	 	(i) 	
      each covenant and obligation of Puppy Zone has been
      complied with, and

	 	 	 
	 	(ii) 	
      each representation, warranty and covenant of Puppy Zone
      is true and correct at the Closing as if made on and as of the Closing;
      and




	 	(f) 	
      copies of resolutions of the board of directors of Puppy
      Zone appointing Amro Albanna as Chief Executive Officer and Dale Hutchins
      as President of Puppy Zone;

	 	 	 
	 	(g) 	
      copies of resolutions of the board of directors of Puppy
      Zone appointing Amro Albanna, Dale Hutchins, Randy Geissler and Steve
      Bajic as directors of Puppy Zone;

	 	 	 
	 	(h) 	
      evidence of the filing with the Securities and Exchange
      Commission a Form 14F-1 on behalf of Puppy Zone reflecting the applicable
      changes in the Company as a result of the transactions contemplated
      hereby.

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



8.      TERMINATION


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

	(a) 	
      mutual agreement of Puppy Zone and QMotions;

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

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

	 	 
	(d) 	
      Puppy Zone or QMotions, if the Transaction contemplated
      by this Agreement has not been consummated prior to February 28, 2008
      unless Puppy Zone and QMotions agree to extend such date in writing;
    or

	 	 
	(e) 	
      Puppy Zone or QMotions, if any injunction or other order
      of a governmental entity of competent authority prevents the consummation
      of the Transaction contemplated by this Agreement.



8.2                   
Effect of Termination. In the event of the termination of this Agreement
as provided in Section 8.1 hereto: 

	 	(a) 	
      This Agreement will be of no further force or effect,
      provided, however, that no termination of this Agreement will relieve any
      party of liability for any breaches of this



23





	 		
      Agreement that are based on a wrongful refusal or failure
      to perform any obligations; and,

	 	 	 
	 	(b) 	
      QMotions will reimburse that certain loan (“Loan”) in the
      amount of $500,000 by Che Ming Chou to QMotions, which Loan was arranged
      by Puppy Zone and evidenced by a Loan Agreement dated October 26,
    2007.



9.     
INDEMNIFICATION, REMEDIES, SURVIVAL 

9.1                   
Certain Definitions. For the purposes of this Section 9, the terms
“Loss” and “Losses” mean any and all demands, claims, actions or
causes of action, assessments, losses, damages, liabilities, costs, and
expenses, including without limitation, interest, penalties, fines and
reasonable attorneys, accountants and other professional fees and expenses of an
amount not less than $5,000, but excluding any indirect, consequential or
punitive damages suffered by Puppy Zone or QMotions including damages for lost
profits or lost business opportunities. 

9.2                   
QMotions Indemnity. QMotions will indemnify, defend, and hold harmless
Puppy Zone and its shareholders from, against, and in respect of any and all
Losses asserted against, relating to, imposed upon, or incurred by Puppy Zone
and its shareholders by reason of, resulting from, based upon or arising out of:


	 	(a) 	
      any misrepresentation, misstatement or breach of warranty
      of QMotions contained in or made pursuant to this Agreement, any QMotions
      Document or any certificate or other instrument delivered pursuant to this
      Agreement; and

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



9.3                   
Selling Shareholders Indemnity. The Selling Shareholders will and do
hereby indemnify, defend, and hold harmless Puppy Zone and its shareholders
from, against, and in respect of any and all Losses asserted against, relating
to, imposed upon, or incurred by Puppy Zone and its shareholders by reason of,
resulting from, based upon or arising out of: 

	 	(a) 	
      any breach by the Selling Shareholders of Section 2.2 of
      this Agreement; or

	 	 	 
	 	(b) 	
      any misstatement, misrepresentation or breach of the
      representations and warranties made by the Selling Shareholders contained
      in or made pursuant to the certificate set out in Schedule 7, as
      applicable, to this Agreement, executed by each Selling Shareholder as
      part of the share exchange procedure detailed in Section 2.3 of this
      Agreement.



9.4                   
Puppy Zone Indemnity. Puppy Zone will indemnify, defend, and hold
harmless QMotions and the Selling Shareholders from, against, for, and in
respect of any and all Losses asserted against, relating to, imposed upon, or
incurred by QMotions and the Selling Shareholders by reason of, resulting from,
based upon or arising out of: 

	 	(a) 	
      any misrepresentation, misstatement or breach of warranty
      of Puppy Zone contained in or made pursuant to this Agreement, any Puppy
      Zone Document or any certificate or other instrument delivered pursuant to
      this Agreement; or



24





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



10.      GENERAL


10.1                 
Effectiveness of Representations; Survival. Each party is entitled to
rely on the representations, warranties, indemnifications and agreements of each
of the other parties and all such representation, warranties and agreement will
be effective regardless of any investigation that any party has undertaken or
failed to undertake. The representations, warranties and agreements will survive
the Closing Date and continue in full force and effect until two (2) years after
the Closing Date. 

10.2                 
Further Assurances and Provision of Information. Each of the parties
hereto will cooperate with the others and execute and deliver to the other
parties hereto such other instruments and documents and take such other actions
as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence, and confirm the intended purposes of this
Agreement. QMotions and the Selling Shareholders agree to provide such
information as requested by Puppy Zone in a timely manner prior to closing, and
allow Puppy Zone and its representatives free access to all books, records, and
other information of QMotions and to their personnel and advisors. 

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

10.4                 
Expenses. Each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this
Agreement and the Transaction contemplated hereby, including all fees and
expenses of agents, representatives, counsel, and accountants. 

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

10.6                 
Notices. All notices and other communications required or permitted under
to this Agreement must be in writing and will be deemed given if sent by
personal delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the addresses
specified by a party to the others from time to time for notice purposes. All
such notices and other communications will be deemed to have been received: 

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

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

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

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



25




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

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

10.9                 
Assignment. This Agreement may not be assigned (except by operation of
law) by any party without the express, written approval of the other parties to
this Agreement, such approval will not be unreasonably withheld by any of the
parties to this Agreement. 

10.10               
Force Majeure. The obligations of the parties and the timeframes
established pursuant to this Agreement will be suspended to the extent and for
the period that performance hereunder is prevented by factors beyond any of the
parties’ reasonable control, whether foreseeable or unforeseeable, including,
without limitation, labour disputes, acts of god, laws, regulations, orders,
proclamations or requests of any governmental or regulatory authority, inability
to obtain on reasonable terms required permits, licenses or other
authorizations, or any other matter similar to the above.

10.11               
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
and to be performed therein and the courts thereof will have non-exclusive
jurisdiction over any disputes relating hereto. 

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

10.13               
Counterparts. This Agreement may be executed in one or more counterparts,
all of which will be considered one and the same agreement and will become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart. 

10.14               
Facsimile Execution. This Agreement may be executed by delivery of
executed signature pages by fax or other electronic transmission and such fax or
electronic execution will be effective for all purposes. 

10.15               
Independent Legal Advice. All Selling Shareholders confirm that they have
been given an opportunity to seek and obtain independent legal advice prior to
execution of this Agreement and cannot and do not rely on the representations of
Puppy Zone or its advisors respecting the legal effects of this Agreement.

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

[SIGNATURES TO FOLLOW]

26




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

PUPPY ZONE ENTERPRISES, INC. (a Nevada corporation) 

Per:  /s/ Steve Bajic

          Authorized Signatory 

          Name: Steve Bajic 

          Title:    President,
  CFO 

                     
  Treasurer and 

                     
  Director 



QMOTIONS (a private California C-corporation) 

Per:  /s/ Amro Albanna

          Authorized Signatory 

          Name: Amro Albanna 

          Title: CEO                              

27



EXHIBIT "A" 

Form of Lock-Up Agreements





LOCK UP AGREEMENT

	To: 	Puppy Zone Enterprises, Inc. 
	  	Suite 200, 8275 S. Eastern Avenue 
		Las Vegas, Nevada 89123  


Re:          
  Proposed Business Combination Involving QMotions, Inc. and Puppy Zone Enterprises,
  Inc.

	1. 	 Acknowledgement. The undersigned acknowledges
        that QMotions, Inc. ("QM") and Puppy Zone Enterprises, Inc. ("PZE")
        are intending to complete a proposed business combination whereby PZE
        will acquire all of the issued and outstanding shares of QM by way of
        a reverse take over (the “RTO”) pursuant to a share exchange
        agreement (the "Exchange Agreement") dated December 24, 2007 between
        PZE, QM and the Selling Shareholders (as such term is defined in the Agreement),
        pursuant to which Steve Bajic and the Selling Shareholders agreed to refrain
        from transferring any PZE common shares held by or allotted to be issued
        to them under the terms of the Exchange Agreement (the “PZE Shares”)
        for a period of one year following the Closing Date (as such term is defined
        in the Exchange Agreement). For good and valuable consideration (the receipt
        and sufficiency of which are hereby acknowledged by the undersigned),
        the undersigned covenants and agrees with PZE as set forth herein.

	 	 
	2. 	 Lock-Up. As of the date hereof, the undersigned
        represents and warrants to PZE that, for the duration of the Lock-Up Period
        (as defined below), the undersigned will not, and will use its best efforts
        to cause its representatives and advisors not to, directly or indirectly:
        (i) offer, sell, contract to sell, pledge, grant any option to purchase,
        make any short sale or otherwise dispose of any PZE Shares acquired or
        acquirable by the undersigned pursuant to the terms of the Exchange Agreement,
        or (ii) engage directly or indirectly in any transaction the likely result
        of which would involve a transaction prohibited by clause (i). The foregoing
        restriction is expressly agreed to preclude the undersigned from engaging
        in any hedging or other transaction which is designed to, or reasonably
        expected to lead to, or result in, a sale or disposition of the PZE Shares
        even if such PZE Shares would be disposed of by someone other than the
        undersigned. Such prohibited hedging or other transactions would include
        without limitation any short sale or any purchase, sale or grant of any
        right (including without limitation any put or call option) with respect
        to any of the PZE Shares or with respect to any security that includes,
        relates to, or derives any significant part of its value from the PZE
        Shares.

	 	 
	3. 	 Lock-Up Period. For the purposes hereof, the
        Lock-Up Period shall mean with respect to all of the PZE Shares, the period
        beginning on the Closing Date and ending on the date that is one year
        following the Closing Date.

	 	 
	4. 	 Termination. This agreement may be terminated
        by mutual written consent of the parties hereto. This agreement shall
        be terminated one calendar day following the date that is one year following
        the Closing Date, in accordance with its terms.

	 	 
	5. 	 Public Disclosure. The undersigned agrees not
        to make any public disclosure or announcement of or pertaining to this
        agreement, the Exchange Agreement or the RTO without the prior written
        consent of PZE except as required by law.

	 	 
	6. 	 Damages. The undersigned recognizes and acknowledges
        that this agreement is an integral part of the RTO and that a breach by
        the undersigned of any covenants or other commitments contained in this
        Agreement will cause the other party to sustain injury for which it may
        not have









- 2 -

		 an adequate remedy at law for money damages. Therefore,
        the undersigned agrees that in the event of any such breach, PZE shall
        be entitled to the remedy of specific performance of such covenants or
        commitments and preliminary and permanent injunctive and other equitable
        relief in addition to any other remedy to which it may be entitled, at
        law or in equity, and the undersigned agrees to waive any requirement
        for the securing or posting of any bond in connection with the obtaining
        of any such injunctive or other equitable relief.

	 	 
	7. 	 Governing Law. This agreement shall be governed
        by and construed in accordance with the laws of the Province of British
        Columbia and of Canada applicable therein (without regard to conflict
        of laws principles).

	 	 
	8. 	 Facsimilie. PZE and the undersigned shall be
        entitled to rely on delivery of a facsimile copy hereof which shall be
        legally effective to create a valid and binding agreement of the undersigned
        and PZE in accordance with the terms hereof.

	 	 
	9. 	 Counterparts. This agreement may be executed
        in any number of counterparts, each of which when so executed shall be
        deemed to be an original and all of which taken together shall constitute
        one and the same agreement

	 	 
	10. 	 Entire Agreement. This agreement constitutes
        the entire agreement and understanding between the parties pertaining
        to the subject matter of this agreement.





	 	 	 
	Signature of Witness 	 	Signature of PZE Shareholder 
	 	 	 
	 	 	 
	Name of Witness (please print) 	 	Name of PZE Shareholder (please print) 
	  	 	  
	 	 	 
	 	 	 
	 	 	 
	Address and fax number of PZE Shareholder 	 	  
	 	 	 
	 	 	 
	Number of Puppy Zone Enterprises, Inc. 	 	  
	Common Shares subject to this Lock Up 	 	  
	Agreement 	 	  


The foregoing is agreed and accepted as of the __________day
  of _________________, 2007.

Puppy Zone Enterprises, Inc.

	Per: 		 
	 	Authorized Signatory 	 







 

  

LOCK UP AGREEMENT

	To: 	Puppy Zone Enterprises, Inc. 
	  	Suite 200, 8275 S. Eastern Avenue 
	 	Las Vegas, Nevada 89123 


Re:          
  Proposed Business Combination Involving QMotions, Inc. and Puppy Zone Enterprises,
  Inc.

	1. 	 Acknowledgement. The undersigned acknowledges
        that QMotions, Inc. ("QM") and Puppy Zone Enterprises, Inc. ("PZE")
        are intending to complete a proposed business combination whereby PZE
        will acquire all of the issued and outstanding shares of QM by way of
        a reverse take over (the “RTO”) pursuant to a share exchange
        agreement (the "Exchange Agreement") dated December 24, 2007 between
        PZE, QM and the Selling Shareholders (as such term is defined in the Agreement),
        pursuant to which Steve Bajic and the Selling Shareholders agreed to refrain
        from transferring any PZE common shares held by or allotted to be issued
        to them under the terms of the Exchange Agreement (the “PZE Shares”)
        for a period of one year following the Closing Date (as such term is defined
        in the Exchange Agreement). For good and valuable consideration (the receipt
        and sufficiency of which are hereby acknowledged by the undersigned),
        the undersigned covenants and agrees with PZE as set forth herein.

	 	 
	2. 	 Lock-Up. As of the date hereof, each of the undersigned
        represent and warrant to PZE that, for the duration of the Lock-Up Period
        (as defined below), the undersigned will not, and will use its best efforts
        to cause its representatives and advisors not to, directly or indirectly:
        (i) offer, sell, contract to sell, pledge, grant any option to purchase,
        make any short sale or otherwise dispose of any PZE Shares acquired or
        acquirable by the undersigned pursuant to the terms of the Exchange Agreement,
        or (ii) engage directly or indirectly in any transaction the likely result
        of which would involve a transaction prohibited by clause (i). The foregoing
        restriction is expressly agreed to preclude the undersigned from engaging
        in any hedging or other transaction which is designed to, or reasonably
        expected to lead to, or result in, a sale or disposition of the PZE Shares
        even if such PZE Shares would be disposed of by someone other than the
        undersigned. Such prohibited hedging or other transactions would include
        without limitation any short sale or any purchase, sale or grant of any
        right (including without limitation any put or call option) with respect
        to any of the PZE Shares or with respect to any security that includes,
        relates to, or derives any significant part of its value from the PZE
        Shares.

	 	 
	3. 	 Exception. Notwithstanding anything to the contrary
        in this agreement, each of the undersigned may, at any time and from time
        to time during the Lock-Up Period, sell, transfer or dispose of up to
        25% of PZE Shares acquired or acquireable by the undersigned pursuant
        to the terms of the Exchange Agreement in a private transaction not involving
        a public offering.

	 	 
	4. 	 Lock-Up Period. For the purposes hereof, the
        Lock-Up Period shall mean with respect to all of the PZE Shares, the period
        beginning on the Closing Date and ending on the date that is one year
        following the Closing Date.

	 	 
	5. 	 Termination. This agreement may be terminated
        by mutual written consent of the parties hereto. This agreement shall
        be terminated one calendar day following the date that is one year following
        the Closing Date, in accordance with its terms.









- 2 -

	6. 	 Public Disclosure. The undersigned agrees not
        to make any public disclosure or announcement of or pertaining to this
        agreement, the Exchange Agreement or the RTO without the prior written
        consent of PZE except as required by law.

	 	 
	7. 	 Damages. The undersigned recognizes and acknowledges
        that this agreement is an integral part of the RTO and that a breach by
        the undersigned of any covenants or other commitments contained in this
        Agreement will cause the other party to sustain injury for which it may
        not have an adequate remedy at law for money damages. Therefore, the undersigned
        agrees that in the event of any such breach, PZE shall be entitled to
        the remedy of specific performance of such covenants or commitments and
        preliminary and permanent injunctive and other equitable relief in addition
        to any other remedy to which it may be entitled, at law or in equity,
        and the undersigned agrees to waive any requirement for the securing or
        posting of any bond in connection with the obtaining of any such injunctive
        or other equitable relief.

	 	 
	8. 	 Governing Law. This agreement shall be governed
        by and construed in accordance with the laws of the Province of British
        Columbia and of Canada applicable therein (without regard to conflict
        of laws principles).

	 	 
	9. 	 Facsimilie. PZE and the undersigned shall be
        entitled to rely on delivery of a facsimile copy hereof which shall be
        legally effective to create a valid and binding agreement of the undersigned
        and PZE in accordance with the terms hereof.

	 	 
	10. 	 Counterparts. This agreement may be executed
        in any number of counterparts, each of which when so executed shall be
        deemed to be an original and all of which taken together shall constitute
        one and the same agreement

	 	 
	11. 	 Entire Agreement. This agreement constitutes
        the entire agreement and understanding between the parties pertaining
        to the subject matter of this agreement.





	 	 	 
	Signature of Witness 	 	Signature of PZE Shareholder 
	 	 	 
	 	 	 
	Name of Witness (please print) 	 	Amro Albanna 
	  	 	  
	 	 	 
	 	 	 
	 	 	 
	Address and fax number of PZE Shareholder 	 	  
	 	 	 
	 	 	 
	Number of Puppy Zone Enterprises, Inc. 	 	  
	Common Shares subject to this Lock Up 	 	  
	Agreement 	 	  








- 3 -

	 	 	 
	Signature of Witness 	 	Signature of PZE Shareholder 
	 	 	 
	 	 	 
	Name of Witness (please print) 	 	Dale Hutchins 
	 	 	 
	  	 	  
	 	 	 
	 	 	 
	Address and fax number of PZE Shareholder 	 	  
	 	 	 
	 	 	 
	Number of Puppy Zone Enterprises, Inc. 	 	  
	Common Shares subject to this Lock Up 	 	  
	Agreement 	 	  


The foregoing is agreed and accepted as of the __________day
  of _________________, 2007.

Puppy Zone Enterprises, Inc.

	Per: 		 
	 	Authorized Signatory 	 







SCHEDULE 1 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG PUPPY 
ZONE, QMOTIONS AND THE SELLING SHAREHOLDERS OF
QMOTIONS

  Selling Shareholders


  	Column I 	Column II 	Column III 	Column IV 
	Name and Address 	Signature (approving Share 

        Exchange Agreement) 	Number of 

        QMotions Shares 
held before 
Closing 	Number of Puppy 

        Zone Shares to be 
received on 
Closing 
	Albanna Family Trust 
	/s/ Albanna
          Family Trust   
	100 	12,430,270 
	Randy Geissler 
	  /s/
          Randy Geissler    
	17.647 	2,193,570 
	Vaughn and Ann Bryan 
Revocable Trust
    
	 /s/ Vaughn
          and Ann Bryan 

          Revocable Trust   
	8.823 	1,096,723 
	Lois Lauer, Inc. 
	/s/ Lois
          Lauer, Inc.    
	1.471 	182,849 
	Financial 2000, Inc. 
	/s/ Financial
          2000, Inc.   
	1.471 	182,849 
	Michael R. Miller, D.D.S., Inc. 
Defined
      Benefit 
	/s/ Michael
          R. Miller, D.D.S., Inc. 

          Defined Benefit   
	2.941 	365,574 
	Toni Smith Martinez 
	/s/ Toni
          Smith Martinez    
	0.735 	91,363 
	John Tillquist and Kristin 
Tillquist,
      Husband & Wife 
	/s/ John Tillquist
          and Kristin 

          Tillquist, Husband & Wife   
	1.471 	182,849
  









  	Column I 	Column II 	Column III 	Column IV 
	Name and Address 	Signature (approving Share 

        Exchange Agreement) 	Number of 

        QMotions Shares 
held before 
Closing 	Number of Puppy 

        Zone Shares to be 
received on 
Closing 
	Linda Lukman 
	/s/ Linda Lukman	1.471 	182,849 
	HiCare, Inc. (Dhillon) 
	/s/ HiCare, Inc. (Dhillon)	1.471 	182,849 
	Stone Terrain, LLC 
(Nagappan) 
	/s/ Stone Terrain, LLC 

        (Nagappan) 	1.471 	182,849 
	Charles Schwab Roth 
Conversion IRA FBO
      Peter C. 
Parsons 	/s/ Charles Schwab Roth 

        Conversion IRA FBO Peter C. 

        Parsons 	1.471 	182,849 
	Charles Schwab IRA FBO 
Georg Decker
    
	/s/ Charles Schwab IRA FBO 

        Georg Decker	1.471 	182,849 
	Susan Leivas Sturner 
	/s/ Susan Leivas Sturner	1.471 	182,850 
	CyCam I, LLC 
	/s/ CyCam I, LLC	0.735 	91,363 
	Russell Burch 
	/s/ Russell Burch	1.029 	127,908 
	Stephen F. and Patricia O. 
Abbott 
	/s/ Stephen F. and Patricia O.
        

        Abbott 	1.029 	127,907
  









	Albanna Family Trust 
For conversion of
      Amro’s note 
in the amount of $1,748,376.30 
	   	56.794 	7,059,680 
	
Total: 	   	202.972 	25,230,0001
  



SELLING SHAREHOLDERS TO RECEIVE OPTIONS PURSUANT TO SECTION
6.2(Q) 


  	Column I 	Column II 	Column III 	Column IV 
	Name and Address 	Signature (approving Share 

        Exchange Agreement) 	Number of Options 

        to Purchase 
QMotions’ Shares 
held before 
Closing 	Number of Puppy 

        Zone Options to be 
issued upon 
Closing, each 
option
      exercisable 
for one share of 
Puppy Zone. 
	Dale Hutchins 
	   /s/ Dale Hutchins	12.1316 	1,508,000 
	
David Addington 
	  /s/  David Addington	12.1316 	1,508,000 
	
Tan Xuejan 	   /s/ Tan Xuejan
      	6.0658 	754,000
  



 

_________________________________________________
1
Excludes options to purchase 3,770,000 shares of Puppy Zone Common Stock
issuable pursuant to Section 6.2(q) 




SCHEDULE 2 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONS AND THE SELLING SHAREHOLDERS OF QMOTIONS 

Directors And Officers Of QMotions

Name and Positions held 

Amro A. Albanna, Chairman & CEO
 Dale L. Hutchins,
President & Director 
Randolph K. Geissler, Director 




SCHEDULE 3 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONS AND THE SELLING SHAREHOLDERS OF QMOTIONS 

Directors And Officers Of Puppy Zone

Name and Positions held 

Steven Bajic – President, Chief Financial Officer, Secretary,
Treasurer and director 




SCHEDULE 4 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONS AND THE SELLING SHAREHOLDERS OF QMOTIONS 

Puppy Zone Liabilities

 

1. Legal Fees as of December 5, 2007: US$7,603.83 

2. Professional fees payable to independent auditing firm for
preparation and audit of financial statements of Puppy Zone, as of December 5,
2007: US$8,215 

3. Transfer Agent Fees, as of December 5, 2007: $US238.20 

4. Property Lease (attached) 




SCHEDULE 5 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONS and THE SELLING SHAREHOLDERS OF QMOTIONS 

QMotions Leases, Subleases, Claims, Capital Expenditures,
Taxes and Other Property Interests 

Leases and Subleases: Nil 

Claims: Nil 

Capital Expenditures: Nil 

Taxes: Nil 

Property Interests: Nil 

Equipment Leases: Nil 




SCHEDULE 6 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONSAND THE SELLING SHAREHOLDERS OF QMOTIONS 

QMotions Material Contracts and Liabilities

Material Contracts: 

Radio Shack, Vendor Agreement dated July 12, 2007 
Radio
Shack, Vendor Agreement, Amendment No.1 dated July 12, 2007 
EH&P
Investments AG, Convertible Debenture dated August 30, 2007 
Orange Capital
Corp, Advisory Agreement dated August 30, 2007 
Grobstein, Horwath &
Company LLP, Audit Engagement Letter dated September 25, 2007 
Electronic
Arts Inc., License and Distribution Agreement dated October 1, 2007

Schroepfer Wessels Jolesch LLC, Advertising Services Agreement dated October
17, 2007 
Puppy Zone Enterprises, Letter of Intent to Acquire dated October
24, 2007 
Che Ming Chou, Loan Agreement dated October 26, 2007 
Employment
Agreement by and among QMotions and Dale Hutchins 
Employment Agreement by
and among QMotions and Amro Albanna 
Phantom Stock Plan Restructuring
Agreement by and among QMotions and certain individuals whose names appear
thereon. 
Registration Rights Agreement by and among QMotions, Inc., Dale
Hutchins, David Addington, and Tan Xuejun 

Liabilities: 

	1. 	
      Legal Fees, as of December 24, 2007: $28,279.34

	 	 
	2. 	
      Professional fees of $15,000 payable to independent auditing
        firm for preparation and audit of financial statements of QMotions, as
        of December 24, 2007.







SCHEDULE 7 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONSAND THE SELLING SHAREHOLDERS OF QMOTIONS 

Certificate of U.S. Selling Shareholder


In connection with the issuance of common stock (“Puppy Zone
Common Stock”) of Puppy Zone Enterprises, Inc., a Nevada corporation
(“Puppy Zone”), to the undersigned, pursuant to the Share Exchange
Agreement dated December 24th, 2007 (the “Agreement”), among Puppy
Zone, QMotions, Inc. (“QMotions”), and the Selling Shareholders of
QMotions as set out in the Agreement, the undersigned hereby agrees, represents
and warrants that: 

1.          
Puppy Zone is entitled to rely on the acknowledgements, agreements,
representations and warranties and the statements and answers of the Selling
Shareholder contained in the Agreement and this Certificate, and the Selling
Shareholder will hold harmless Puppy Zone from any loss or damage either one may
suffer as a result of any such acknowledgements, agreements, representations
and/or warranties made by the Selling Shareholder not being true and correct;


2.          
the undersigned has been advised to consult their own respective legal, tax and
other advisors with respect to the merits and risks of an investment in the
Puppy Zone Common Stock and, with respect to applicable resale restrictions, is
solely responsible (and Puppy Zone is not in any way responsible) for compliance
with applicable resale restrictions; 

3.          
none of the Puppy Zone Common Stock is listed on any stock exchange or automated
dealer quotation system and no representation has been made to the undersigned
that any of the Puppy Zone Common Stock will become listed on any stock exchange
or automated dealer quotation system, except that currently certain market
makers make market in the common shares of Puppy Zone on the OTC Bulletin Board;


4.          
neither the SEC nor any other securities commission or similar regulatory
authority has reviewed or passed on the merits of the Puppy Zone Common Stock;


5.          
the address of the undersigned included herein is the sole address of the
undersigned as of the date of this certificate. 

6.          
  No person has made to the undersigned any written or oral representations: (i)
  that any person will resell or repurchase any of the Puppy Zone Common Stock;
  (ii) that any person will refund the purchase price of any of the Puppy Zone
  Common Stock; (iii) as to the future price or value of any of the Puppy Zone
  Common Stock; or (iv) that any of the Puppy Zone Common Stock will be listed
  and posted for trading on any stock exchange or automated dealer quotation system
  or that application has been made to list and post any of the Puppy Zone Common
  Stock on any stock exchange or automated dealer quotation system, except the
  OTCBB.

The shareholder acknowledges and agrees that the shareholder
may be required by Puppy Zone to provide such additional documentation as may be
reasonably required by Puppy Zone and its legal counsel in determining the
shareholder’s eligibility to acquire the Puppy Zone Shares under the Applicable
Securities Legislation. 




7.          
The following Questionnaire is for use by each Selling Shareholder who is a U.S.
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) is acquiring shares of Puppy Zone Enterprises, Inc.
(the “Company”). The purpose of this Questionnaire is to assure the Company
that each Selling Shareholder will meet the standards imposed by the 1933 Act
and the appropriate exemptions of applicable state securities laws. The Company
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Puppy Zone Common Stock will not be registered under the
1933 Act in reliance upon the exemption from registration afforded by Section
3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is
not an offer of the Puppy Zone Common Stock or any other securities of the
Company in any state other than those specifically authorized by the Company.


All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Selling Shareholder agrees that, if necessary, this Questionnaire may be
presented to such parties as the Company deems appropriate to establish the
availability, under the 1933 Act or applicable state securities law, of
exemption from registration in connection with the sale of the Shares hereunder.


The Selling Shareholder covenants, represents and warrants to
the Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Selling Shareholder satisfies) 

	 	________	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000;
    

	 	 	  	
       

	 	________ 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000; 

	 	 	  	
       

	 	________	Category 3 	
      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; 

	 	 	  	
       

	 	________	Category 4 	
      A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an
      insurance company as defined in Section 2(13) of the 1933 Act; an
      investment company registered under the Investment Company Act
      of 1940 (United States) or a business development company as defined
      in Section 2(a)(48) of 








	 			
      such 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 (United States); a
      plan with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United States)
      whose investment decisions are made by a plan fiduciary, as defined in
      Section 3(21) of such Act, which is either a bank, savings and loan
      association, insurance company or registered investment adviser, or if the
      employee benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors; 

	 	 	  	
      

	 	________ 	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940
      (United States); 

	 	 	  	
      

	 	________	Category 6 	
      A director or executive officer of the Company;


	 	 	  	
      

	 	________	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

	 	 	  	
      

	 	________	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories;




Note that prospective Selling
Shareholders claiming to satisfy one of the above categories of Accredited
Investor may be required to supply the Company with a balance sheet, prior
years' federal income tax returns or other appropriate documentation to verify
and substantiate the Selling Shareholder's status as an Accredited Investor.


If the Selling Shareholder is an entity which initialled
Category 8 in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity:

________________________________________________________________________


The Selling Shareholder hereby certifies that the information
contained in this Questionnaire is complete and accurate and the Selling
Shareholder will notify the Company promptly of any change in any such
information. If this Questionnaire is being completed on behalf of a
corporation, partnership, trust or estate, the person executing on behalf of the
Selling Shareholder 




represents that it has the authority to execute and deliver
this Questionnaire on behalf of such entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ______day of ________________, 2007. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. Number







SCHEDULE 8 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG 
PUPPY ZONE, QMOTIONSAND THE SELLING SHAREHOLDERS OF QMOTIONS 

QMotions Employees and Consultants

Employees: 
       Amro
Albanna, CEO 
       Dale Hutchins,
President 
       David Addington,
CTO 
       Eman Albanna, Manager of
Administration 
       Xuejun Tan, R&D
Engineer 
       Michael Dunn, Operations
Manager 
       Glenn Fonseca,
Electro/Mechanical Technician 
       John
Marshall, VP Sales & Marketing 
      
Chris Spears, Director of Retail
Sales 
       Loren Kaiser, VP of Business
Development 

Contractors: 

       Game
Developer 
       WolfKo
Productions, LLC 
       11271 SW
Pintail Loop 
       Beaverton, OR 97007


Consultants: 

       Financial & Capital
Raise 
       Alexander Dunham
Capital Group, Inc. 
       350
S. Grand Ave. Suite 3580 
       Los
Angeles, CA 90025 




SCHEDULE 9 

TO THE SHARE EXCHANGE AGREEMENT DATED DECEMBER 24th, 2007
AMONG PUPPY 
ZONE, QMOTIONSAND THE SELLING SHAREHOLDERS OF QMOTIONS 

PATENTS AND TRADEMAKS 

QMOTIONS PATENTS 

Updated: December 24, 2007 


  	

        Title of Invention: 	

        Country: 	

        Status: 	

        Application No. 	Filing 

        Date: 	

	BASEBALL SIMULATION DEVICE 	US 	Published 	11/326097 	1/4/2006 	- 
	BASEBALL SIMULATION DEVICE 	US 	Closed 	60/641391 	1/4/2005 	
	BASEBALL SIMULATION DEVICE 	WO 	Published 	PCT/US2005/047061 	12/28/2005 	
	BASEBALL SIMULATION DEVICE 	TW 	Pending 	95100303 	1/4/2006 	- 
	SYSTEM AND METHOD FOR INTERFACING A SIMULATION
        DEVICE WITH A GAMING DEVICE (Claims directed to interfacing of a fitness
        device with a gaming device, and the general concept of over-riding controller
        signals.) 	US 	Pending 	11/433066 	5/12/2006 	- 
	SYSTEM AND METHOD FOR INTERFACING A SIMULATION
        DEVICE WITH A GAMING DEVICE (Claims directed to the general over-riding
        feature, fitness device, and the board.) 	US 	Pending 	11/433047 	5/12/2006 	- 
	SYSTEM AND METHOD FOR INTERFACING FITNESS DEVICE
        WITH GAMING DEVICE 	US 	Closed 	60/681112 	5/13/2005 	   
	INPUT SYSTEM AND METHOD 	US 	Published 	10/741308 	12/19/2003 	- 
	INPUT SYSTEM AND METHOD 	US 	Published 	10/957338 	10/01/2004 	   
	INPUT SYSTEM AND METHOD 	WO 	Abandoned 	PCT/US2004/032224 	10/1/2004 	   



6 






  	INPUTS SYSTEM AND METHOD 	TW 	Pending 	93130033 	10/04/2004 	 
	SIMULATION DEVICE FOR BOARDING SPORT GAMES 	US 	Pending 	60/771963 	2/9/2006	-
	GOLF TRAINING SIMULATION CONTROLLER DEVICE 	US 	Unfiled 	   	   	-
	SYSTEMS AND METHODS FOR WIRELESS SENSORS FOR ELECTRONIC
        GAMING 	US 	Pending 	60/871,573 	12/22/2006 	 
	SYSTEMS AND METHODS FOR USER MOVEMENT PATTERN
        RECOGNITION FOR ELECTRONIC GAMING 	US 	Unfiled 	   	   	 
	Wireless body-worn sensors (Undergoing conflict
        check as of 11-7- 06) for possible provisional application. 	   	   	   	   	 



3600349:lw033007 

7 




QMOTIONS, INC. 
LIST OF PENDING AND REGISTERED
TRADEMARKS 


	 U.S. Trademarks 	Serial No. 	Registration No. 	Classes 	Status 
	
QMOTIONS 
	
78730255 
	
3148406 
	
9, 28 
	
Registered: 
9/26/2006 
	
QMOTIONS logo 
	
78731067 
	
3148426 
	
9, 28 
	
Registered: 
9/26/2006 
	
QMOTIONS- 
XBOARD
      











	
78837694
      












	













	
28
      












	
Filing Date: 
3/15/2006 

Intent
      to Use 

Notice of 
Allowance Issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File a Statement 
of Use filed
      and 
approved. 
	
QMOTIONS- 
XBOARD








	
78979482
      








	









	
9 








	
Filing Date: 
3/16/2006
      

Statement of Use 
Filed: 10/26/2007 

Statement of Use
      
accepted and 
approved for 
registration 
	
QMOTIONS- 
FUNFITNESS 





	
78837697 






	







	
28 






	
Filing Date: 
3/15/2006 

Intent
      to Use 

Notice of 
Allowance issued: 
7/24/2007








QMOTIONS, INC. 
LIST OF PENDING AND REGISTERED
TRADEMARKS 


	



	



	



	



	First Request for 
Extension of Time 
to
      File Statement of 
Use has been filed 
and approved. 
	
QMOTIONS- 
FUNFITNESS 







	
78979483
      








	









	
9 








	
Filing Date: 
3/15/2006 

Statement of Use
      
Filed: 10/26/2007 

Statement of Use 
accepted and
      
approved for 
registration 
	
QMOTIONS 
	
78730255 
	
3148406 
	
9, 28 
	
Registered: 
9/26/2006 
	
QMOTIONS logo 
	
78731067 
	
3148426 
	
9, 28 
	
Registered: 
9/26/2006 
	
QMOTIONS- 
XBOARD
      











	
78837694
      












	













	
28
      












	
Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance Issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File a Statement 
of Use filed
      and 
approved. 
	
QMOTIONS- 
XBOARD 


	
78979482 



	




	
9 



	
Filing Date: 
3/16/2006 

Statement of Use
      
Filed: 10/26/2007 







QMOTIONS, INC. 
LIST OF PENDING AND REGISTERED
TRADEMARKS 


	


	


	 	


	Statement of Use 
accepted and 
approved
      for 
registration 
	
QMOTIONS- 
FUNFITNESS
      











	
78837697
      












	 	
28
    












	
Filing Date: 
3/15/2006 

Intent to Use
      

Notice of 
Allowance issued: 
7/24/2007 

First
      Request for 
Extension of Time 
to File Statement of 
Use has
      been filed 
and approved. 







QMOTIONS, INC. 
LIST OF PENDING AND REGISTERED
TRADEMARKS 


	Community 
Trademarks 	International
      
Registration No. 	Classes 
	Status 

	QMOTIONS 



	000892748 



	9, 28 



	Opposition Matter No. 
B 1130824 Pending
      
Extension of Cooling- 
Off Period expires: 
7/22/2009 
	QMOTIONS 



	000892749 



	9, 28 



	Opposition Matter No. 
B1130832 Pending
      
Extension of Cooling- 
Off Period expires 
7/22/2009