EXCHANGE AGREEMENT
                               ------------------


         This  EXCHANGE  AGREEMENT  made and entered  into this 10th day of June
2004, by and between the stockholders (hereinafter Stockholders) of FRIDAY NIGHT
ENTERTAINMENT PTY LTD, an Australian  Incorporation,  (hereinafter  Australian),
with its principal place of business at Suite 425, 5 Lime Street,  Sidney,  NSW,
2000,  Australia  and FRIDAY NIGHT  ENTERTAINMENT  INC, a Nevada  Incorporation,
(hereinafter  "INC"),  with its  principal  place of business at 1026 W El Norte
Pkwy, Suite 191, Escondido, California.92026.

                                   WITNESSETH:

         WHEREAS,  Inc is a public  corporation with 35 registered  stockholders
owning of record or beneficially  1,535,000 shares of the  corporation's  common
stock, par value $0.001 per share; and

         WHEREAS, Shareholders desire to obtain equity and management control of
Inc  through  the  exchange  for all of the  issued  and  outstanding  stock  in
Australian for 4,500,000 of Inc common shares and 1,000,000 Preferred Series "A"
shares so that Australian will become a wholly owned subsidiary of Inc.

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

         1. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS
            ----------------------------------------------

         Shareholders hereby represents and warrants to Inc that:

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                  (a)  Australian,  on the date hereof and at the  Closing  date
hereinafter   provided,   owns  free  and  clear  of  all  liens,   charges  and
encumbrances,  all of those assets appearing on the audited financial statements
for the year ended  December 31, 2003 which are marked  Exhibit ", and which are
attached hereto and incorporated herein by this reference.

                  (b)  Australian  has good and  marketable  title to all of the
property and assets, Set forth in Exhibit.

                  (c) Australian has no obligations, liabilities or commitments,
contingent  or otherwise,  of a material  nature which are not provided for with
respect to those assets listed on Exhibit A.

                  (d) Since  December 31, 2003,  Australian has had no change in
the nature of the business of Australian,  nor in the financial condition of the
assets being  conveyed,  other than changes in the usual and ordinary  course of
business,  none of which has been  materially  adverse  and  Australian  has not
incurred any  obligations or liabilities or made any  commitments  other than in
the usual and ordinary course of business.

                  (e)  Australian  is not a defendant,  nor a plaintiff  against
whom a claim has been asserted,  in any litigation,  pending or threatened,  nor
has  any  material  claim  or  investigation   been  made  or  asserted  against
Australian,  nor a plaintiff  against whom a counterclaim has been asserted,  in
any litigation,  pending or threatened, nor are there any proceedings threatened
or pending before any federal, state or municipal government, or any department,
board, body or agency thereof, involving Australian.

                  (f) Australian is not in default in any material respect under
any  agreement  to  which  it is a  party,  nor  in  the  payment  of any of its
obligations.

         2. REPRESENTATIONS AND WARRANTIES OF INC
            -------------------------------------

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         Inc represents and warrants to Shareholders that:

                  (a) Inc is a Corporation  duly organized and validly  existing
and in good standing  under the laws of the State of Nevada and is not qualified
to transact business in any other state. Inc has the corporate power to carry on
its business as now being conducted.

                  (b) Inc has an authorized  capitalization of 50,000,000 common
shares,  of which there are issued and  outstanding  1,535,000  shares of common
stock,  par value $0.001 per share,  owned of record or  beneficially by no less
than 35 registered  shareholders.  There are 5,000,000 shares of preferred stock
authorized, none of which are issued or outstanding.  1,000,000 of the preferred
shares have been designated  Preferred  Series "A" shares.  The Preferred Series
"A" shares  are  non-participating,  but each share  carries 50 votes in general
meeting.  There are 1,000,000 options outstanding,  each option having the right
to purchase  one common  share  under  terms  detailed in Exhibit D. There is no
other  authorized or outstanding  equity or debt securities of Inc of any class,
kind or character,  and there are no other outstanding  subscriptions,  options,
warrants  or  other  agreements  or  commitments  obligating  Inc to  issue  any
additional  shares of its capital  stock of any class,  or any options or rights
with respect thereto, or any securities  convertible into any shares of stock of
any class.

                  (c)  Certified  copies of the  Articles of  Incorporation  and
By-Laws  of Inc,  which  have been  heretofore  furnished  by Inc,  are true and
correct copies, including all amendments thereto.

                  (d) Inc has delivered to Shareholders its unaudited  financial


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statements which are attached hereto as Exhibit B for the periods ended December
31, 2003 and 2002. Such financial  statements  reflect zero liabilities and zero
assets.  The  financial  statements  of Inc  accurately  set forth the financial
condition  of  Inc  as of the  dates  specified,  prepared  in  conformity  with
generally accepted accounting principles consistently applied.

                  (e) Inc has good and marketable  title to its entire  property
and assets subject to no mortgage,  pledge,  lien or other encumbrance except as
disclosed in the financial statements attached as Exhibit B.

                  (f) As of the  date of the  financial  statements,  Inc has no
obligations, liabilities, or commitments, contingent or otherwise, of a material
nature, except as set forth in the financial statements attached as Exhibit B.

                  (g) Since the date of the aforementioned financial statements,
there has been no  change  in the  nature  of the  business  of Inc,  nor in its
financial  condition or  property,  other than changes in the usual and ordinary
course of  business,  none of which  has been  materially  adverse,  and Inc has
incurred no obligations or liabilities or made any commitments other than in the
usual and ordinary course of business,  none of which singularly or collectively
are material, except as disclosed in Exhibit B.

                  (h) Inc is not a party  to any  employment  contract  with any
officer,  director,  or  stockholder,  or  to  any  lease,  agreement  or  other
commitment,  nor to any pension,  insurance,  profit sharing,  stock purchase or
bonus plan, except as disclosed in Exhibit B.

                  (i)  Inc is not a   defendant, nor a  plaintiff against whom a





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counterclaim has been asserted,  in any litigation,  pending or threatened,  nor
has any claim or investigation  been made or asserted against Inc, nor are there
any  proceedings  threatened or pending  before any federal,  state or municipal
government,  or any department,  board,  body or agency thereof,  involving Inc,
except as disclosed in Exhibit B.

                  (j) Inc is not in default under any agreement to which it is a
party, nor in the payment of any of its obligations.

                  (k)  Between  the  date of the  financial  statements  and the
closing,  Inc will not have (i) paid or declared  any  dividends  on or made any
distributions  in  respect  of, or issued,  purchased  or  redeemed,  any of the
outstanding  shares of its Inc stock, or issued any additional shares of its Inc
stock, or (ii) made or authorized any changes in its Articles of  Incorporation,
or in any  amendment  thereto,  or in  its  By-Laws  except  as as  approved  by
Australian  , or (iii) made any  commitments  or  disbursements  or incurred any
obligations  or  liabilities  which are not in the usual and ordinary  course of
business, or (iv) mortgaged or pledged or subjected to any lien, charge or other
encumbrance any of its assets,  tangible or intangible,  or (v) sold, leased, or
transferred  or  contracted to sell,  lease or transfer any assets,  tangible or
intangible,  or entered  into any other  transactions,  or (vi) made any loan or
advance to any stockholder of Inc, or to any other person,  firm, or Incoration,
or (vii) made any change in any existing  employment  agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to any
officer, director, employee or agent, except as set forth in Exhibit B hereof.





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                  (l) This Exchange  Agreement has been duly executed by Inc, by
its President  who has been duly  authorized to do so by the Board of Directors,
and the execution and  performance of this Exchange  Agreement will not violate,
or  result  in a  breach  of,  or  constitute  a  default  in  its  Articles  of
Incorporation, any agreement, instrument, judgment, order or decree to which Inc
is a party, or to which Inc or any of its properties are subject,  nor will such
execution  and  performance  constitute  a  violation  of or  conflict  with any
fiduciary duty to which Inc is subject, to the best of Inc knowledge.

                  (m) Inc has timely filed or timely filed necessary  extensions
with  the  appropriate  governmental  authorities,  all  tax and  other  returns
required to be filed by it. Such  returns  are true and  complete  and all taxes
shown thereon to be due have been paid.

                  (n) Inc is not in default  with  respect  to any order,  writ,
injunction,  or  decree  of any  court of  federal,  state,  municipal  or other
governmental department,  commission,  board, bureau, agency or instrumentality,
and there are no actions, suits, claims,  proceedings or investigations pending,
or to the knowledge of Inc,  threatened  against or affecting  Inc, at law or in
equity, or before or by any federal,  state,  municipal,  or other  governmental
court,  department,   commission,  board,  bureau,  agency  or  instrumentality,
domestic or foreign.  Inc has complied in all material  respects  with all laws,
regulations and orders applicable to its business.

                  (o)  No  representation  or  warranty  in  this  section,  nor
statement in any document,  certificate or schedule furnished or to be furnished
pursuant  to  this  Exchange  Agreement  by  Inc,  or  in  connection  with  the
transactions  contemplated hereby, contains or contained any untrue statement of
a material  fact,  nor does or will omit to state a material  fact  necessary to
make any statement of fact contained herein or therein not misleading.



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         3. DATE AND TIME OF CLOSING The Closing  shall be held on Friday,  June
11,  2004,  at 10:00  a.m.  local  time,  at 1026 W El Norte  Pkwy,  Suite  191,
Escondido, California, or at such other time and place as may be mutually agreed
upon between the parties in writing.

         4.  EXCHANGE  OF SHARES OF STOCK The mode of  carrying  into effect the
exchange of stock provided for in this Exchange Agreement shall be as follows:

                  (a) Inc shall call a Special Meeting of the Board of Directors
to be held on June 8, 2004,  at 10:00 a.m.  local time, at 1026 W El Norte Pkwy,
Suite 191, Escondido,  California 92026, for the following purposes: (i) Ratify,
approve  and  carry  out the terms and  conditions  contained  in this  Exchange
Agreement;  (ii) to effect the delivery of 4,500,000  shares of Inc common stock
and  1,000,000  shares of  preferred  Series  "A"  stock,  in  exchange  for the
conveyance of all of the outstanding  capital stock of Australian being conveyed
to Inc, which shall thereafter own the assets subject to the liabilities  listed
on Exhibit A attached  hereto.  (iii) To elect  Cameron  Lamb as the Director to
comprise the entire Board.

         5.  FINDERS  FEES  Both Inc and  Shareholders  agree  that  each  party
represents to the other that it will pay any broker or agent,  engaged by it for
the payment of any finders fees,  and that neither Inc nor  Australian  shall be
liable for any finders fee of the other party.

         6. NOTICES Any notice under this Exchange  Agreement shall be deemed to
have been  sufficiently  given if sent by registered or certified mail,  postage
prepaid, or other sufficient form of delivery addressed as follows:







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                  If to Inc, to:
                  Anthony Ferracone
                  1026 W El Norte Pkwy,
                  Suite 191, Escondido,
                  California.92026


                  If to Shareholders, to:

                  Clam Entertainment Pty Ltd
                  C/O Cameron Lamb
                  Suite 425, 5 Lime Street
                  Sydney NSW 2000
                  Australia

or to any other  address or addresses  which may  hereafter be designated by the
parties.

         7.  FURTHER  ASSURANCES  Each party  hereto  hereby  agrees to take any
further  action  necessary  or  desirable  to carry out the  provisions  of this
Exchange Agreement.

         8. COUNTERPARTS  This Exchange  Agreement may be executed in any number
of counterparts, each of which when executed and delivered shall be an original,
but all such counterparts shall constitute one and the same instrument.

         9.  MERGER  CLAUSE  This  Exchange   Agreement   supersedes  all  prior
agreements  and  understandings  between  the  parties and may not be changed or
terminated orally, and no attempted change,  termination or waiver of any of the
provisions  hereof shall be binding  unless in writing and signed by the parties
hereto.

         10.  GOVERNING  LAW This  Exchange  Agreement  shall be governed by and
construed according to the laws of the State of Nevada.





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         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Exchange
Agreement to be executed the day and year first above written.

                                       LUNETTES, ETAL INC

                                       By _____________________________
                                          Anthony Ferracone
                                          President
                                          (Hereunto duly authorized)

                                          Selling Shareholders



                                       By _____________________________
                                          Clam Entertainment  Pty Ltd

                                       Holding all of the shares in Friday Night
                                       Entertainment Pty Ltd











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Exhibit C

"Inc" Identification of Liabilities, Contingencies and Commitments at closing.


1. Obligations, Liabilities or commitments:         None except as noted in 1(b)

2. Employment contracts with directors, officers or employees:    None

3. Litigation pending or threatened:                              None


















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EXHIBIT D

Option Agreements

Company  hereby grant to  Optionees  the right to purchase all or any part of an
aggregate  of  1,000,000  shares of Common  Stock of the  Company  (the  "Option
Shares")  at an  exercise  price (the  "Exercise  Price") per share equal to the
greater of: (a) a 40% discount from the average  closing bid price of the Common
Stock on a public exchange during the ten (10) trading days immediately prior to
exercise of the Option, or (b) $0.50 per share.

 Exercisability of Option.  The Option Shares subject to the Option shall become
purchasable  by the  Optionee,  in whole or in  part,  at any time  prior to the
expiration of the Option, which expiration shall occur on December 31, 2005 (the
"Expiration  Date").  On the Expiration  Date,  this Option and all rights shall
expire and any Option Shares not purchased on or before the Expiration  Date may
not thereafter be purchased hereunder.

       3. Method of Exercise of Option;  Payment of Exercise  Price.  The Option
shall be exercisable at any time and from time to time,  prior to the Expiration
Date,  by surrender to the Company of Notice,  which shall state the  Optionee's
election to exercise  this Option and the number of Option  Shares in respect of
which it is being  exercised,  and shall be accompanied by a check in the amount
of the Exercise Price.  Within a reasonable  time following  payment of the full
Exercise  Price by  Optionee,  the  Company  shall  deliver  to the  Optionee  a
certificate  or  certificates   representing  those  shares.  A  certificate  or
certificates for the shares as to which this Option shall have been so exercised
shall be  registered  in the name of the  Optionee  and  shall be  delivered  to
Optionee  at the address of  Optionee  specified  in the Notice or at such other
address as Optionee shall set forth in its Notice.

       4.  Non-Assignability  of Option. The Option may be exercised only by the
Optionee and shall not be sold, transferred,  assigned, pledged, hypothecated or
otherwise  disposed of in any way  (whether by  operation  of law or  otherwise)
without the Company's  prior written consent except that Optionee may, solely in
connection  with a  transfer  of all or  substantially  all of its  assets to an
entity or entities  controlled  by  Optionee  ("Affiliate"),  sell,  transfer or
assign all its  interest  in this  Agreement  to such  Affiliate  but only after
giving  the  Company at least ten (10) days  notice in  writing of the  proposed
sale, transfer or assignment.  Any buyer, transferee, or assignee of this Option
shall be bound by and subject to each and every  provision of this Agreement and
shall not sell, transfer,  assign,  pledge,  hypothecate or otherwise dispose of
the Option in any way (whether by operation of law or otherwise).

       5.  Limitation  of  Optionee's  Rights.  Except as otherwise  provided in
Section 6 below,  Optionee  shall not have any of the rights or  privileges of a
shareholder  of the  Company  in  respect of any  Option  Shares  issuable  upon
exercise of this Option unless and until those shares have been paid for in full
and upon  such  payment  in full  Optionee  shall  be  deemed  to be the  record
Optionee.

       6.  Anti-Dilution  Provisions.  If the  Company  shall pay a dividend  in
shares of its Common Stock,  subdivide (split) its outstanding  shares of Common
Stock,  combine (reverse split) its outstanding shares of Common Stock, issue by
reclassification of its shares of Common Stock any shares or other securities of
the Company,  or distribute to holders of its Common Stock any securities of the
Company or of  another  entity,  the  number of shares of Common  Stock or other
securities  the  Optionee  is  entitled  to  purchase  pursuant  to this  Option
immediately  prior  thereto  shall be  adjusted  so that the  Optionee  shall be
entitled to receive upon  exercise the number of shares of Common Stock or other
securities  which it would  have owned or would  have been  entitled  to receive
after the  happening of any of the events  described  above had this Option been
exercised  immediately  prior to the  happening of such event,  and the Exercise
Price shall be correspondingly adjusted;  provided,  however, that no adjustment
in the number of shares and/or the Exercise Price shall be required  unless such
adjustment would require an increase or decrease of at least one percent (1%) in

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such number and/or price; and provided  further,  however,  that any adjustments
which by reason of this  Section 6 are not  required to be made shall be carried
forward and taken into account in any subsequent adjustment.  An adjustment made
pursuant to this Section 6 shall become effective  immediately  after the record
date in the case of the stock  dividend or other  distribution  and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or  reclassification.  The Optionee shall be entitled to participate
in any  subscription  or other rights  offering made to holders of the Company's
Common  Stock to the extent it would have been  entitled  had this  Option  been
exercised  in the  full  number  of  shares  as to  which  this  Option  remains
unexercised  immediately  prior to the record date for such rights offering.  If
the Company is  consolidated or merged with or into another Company or if all or
substantially  all of its assets are  conveyed to another  Company,  this Option
shall  thereafter  be  exercisable  for the  purchase  of the kind and number of
shares of stock or other  securities or property,  if any,  receivable upon such
consolidation,  merger or  conveyance  by an Optionee of the number of shares of
Common Stock of the Company  which could have been  purchased on the exercise of
this Option immediately prior to such consolidation,  merger or conveyance; and,
in any  such  case,  appropriate  adjustment  (as  determined  by the  Board  of
Directors)  shall be made in the application of the provisions  herein set forth
with respect to the rights and  interests  thereafter of the Optionee to the end
that the  provisions  set forth  herein  (Including  provisions  with respect to
changes in and other  adjustments  of the  number of shares of Common  Stock the
Optionee is entitled to purchase) shall  thereafter be applicable,  as nearly as
possible, in relation to any shares of Common Stock or other securities or other
property  thereafter  deliverable  upon the  exercise of this  Option.  Upon any
adjustment  of the  number of shares of  Common  Stock or other  securities  the
Optionee is entitled to purchase,  and of any change in Exercise Price,  then in
each such  case the  Company  shall  give  written  notice  thereof  to the then
registered holder of this Option at the address of such Optionee as shown on the
books of the  Company,  which  notice  shall  state such change and set forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation  is based.  Each such notice shall be  accompanied by a statement of
the firm of  independent  certified  public  accountants  retained  to audit the
financial  statements of the Company to the effect that such firm concurs in the
Company's calculation of the change.

     7. Piggyback  Registration Rights. If the Company at any time from the date
of the issuance of the Option through the Expiration Date,  proposes to register
any of its securities  under the Securities Act for sale to the public,  whether
for its own account or for the account of other security holders or both (except
with respect to  registration  statements  on Forms S-4,  S-8 and any  successor
forms thereto), each such time it will give written notice to such effect to the
Optionee at least 30 days prior to such filing.  Upon the written request of the
Optionee  received  by the  Company  within 20 days after the giving of any such
notice by the Company to  register  any of shares of Common  Stock,  the Company
will cause the shares of Common Stock as to which  registration  shall have been
so requested to be Included in the securities to be covered by the  registration
statement  proposed to be filed by the  Company,  all to the extent  required to
permit the sale or other  disposition  by the  Optionee of such shares of Common
Stock so  registered.  Notwithstanding  the  foregoing,  in the  event  that any
registration  pursuant  to this  Section  7 shall  be,  in whole or in part,  an
underwritten  public  offering of Common  Stock,  the number of shares of Common
Stock to be included in such an underwriting  may be reduced (pro rata among the
requesting  Optionees) and the other selling stockholders (based upon the number
of shares of Common  Stock  requested  to be  registered  by them) if and to the
extent that the  managing  underwriter  shall be of the good faith  opinion that
such  inclusion  would  adversely  affect the  success of such an  underwriting,
provided, that such number of shares of Common Stock shall not be reduced if any
shares of Common Stock are to be included in such  underwriting  for the account
of any person other than the Company or requesting Optionees of shares of Common
Stock.  In  the  event  of  such a  reduction,  the  Company  agrees  to  file a
registration  statement for the resale of the shares  underlying this Option not
included in such underwritten  offering within ninety (90) days of the date that
the underwritten  offering is declared  effective by the Securities and Exchange
Commission.  Notwithstanding the foregoing provisions,  the Company may withdraw
any  registration  statement  referred  to in this  Section  7  without  thereby
incurring any liability to the Optionees of shares of Common Stock.


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