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                            SHARE PURCHASE AGREEMENT


THIS AGREEMENT is dated for reference March 5, 2005.


BETWEEN:         LINDA SMITH, acting as Agent ("Vendor Agent") for those Selling
                  Shareholders listed in Exhibit A attached hereto (the "Selling
                  Shareholders")

                  ZENO  INC.,  a company  incorporated  pursuant  to the laws of
                  Nevada with its principal offices located at 220 Decourcy
                  Drive, Gabriola Island, BC, Canada, V0R 1X1 (the "Company");

                                                              OF THE FIRST PART

AND:              ACROPOLIS  INVESTMENT  HOLDINGS,  LLC a  company  incorporated
                  pursuant to the laws of the State of  Colorado  with an office
                  located at 7400 E Orchard Rd Suite 290, Greenwood Village,  CO
                  80111,  acting  as Agent  for  those  Purchasing  Shareholders
                  listed in Exhibit B attached hereto (the "Purchasers");

                                                             OF THE SECOND PART
AND:

                  GREGORY  S.  YANKE LAW  CORPORATION,  a  company  incorporated
                  pursuant  to the  laws of  British  Columbia  with  an  office
                  located at 675 West  Hastings  Street,  Suite 200,  Vancouver,
                  British Columbia, V6B 1N2 (the "Trustee");

                                                              OF THE THIRD PART

W H E R E A S:

A.       The  Selling  Shareholders  are  the  beneficial  owners  of  4,000,000
         restricted shares of common stock  (collectively,  the "Shares") in the
         capital of ZENO INC. (the "Company"), a United States reporting company
         incorporated pursuant to the laws of Nevada whose shares are quoted for
         trading on the OTC Bulletin  Board  quotation  system  (trading  symbol
         "ZNNO"); and

B.       The  Purchasing  Shareholders  have agreed to purchase  and the Vendors
         have  agreed  to sell a  right  to the  restricted  shares,  title  and
         interest the Vendors  have to the Shares,  subject to the terms of this
         Agreement.

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         NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the
mutual  covenants and provisos  herein  contained,  THE PARTIES  HERETO AGREE AS
FOLLOWS:

         1.       COMPANY'S REPRESENTATIONS

                  The  Company   represents   and  warrants  to  the  Purchasing
Shareholders now and at Closing (as defined below) that:

(a)  Organization and Good Standing. The Company is
     -------------------------------- currently a corporation duly organized,
     validly existing and in good standing under the laws of the State of Nevada
     and has full corporate power and authority to own or lease its properties
     and to carry on its business as now being conducted and the business that
     the Purchasers intend for the Company. The Articles of Incorporation of the
     Company and all amendments thereto as presently in effect, certified by the
     Secretary of State of Nevada and the Bylaws of the Company as presently in
     effect, certified by the President and Secretary of the Company, have been
     delivered to Purchasers and are complete and correct and since the date of
     such delivery, there has been no amendment, modification or other change
     thereto.

(b)  Capitalization. The Company's authorized capital stock consists of
     -------------- 75,000,000 shares of par value $0.001 per share Common stock
     (defined above as the "Company Common Stock"), 5,971,000 of which are
     issued and outstanding as of the date of this Agreement and held of record
     by 34 shareholders. 1,971,000 shares of the Company Common Stock are freely
     tradeable and unrestricted while the remaining 4,000,000 shares are deemed
     to have resale restrictions. There are no authorized and/or outstanding
     options and warrants applicable to the Company Common Stock. No other
     equity securities or debt obligations of the Company are authorized, issued
     or outstanding and as of the Closing, there will be no other outstanding
     options, warrants, agreements, contracts, calls, commitments or demands of
     any character, preemptive or otherwise, other than this Agreement, relating
     to any of the Company Common Stock, and there will be no outstanding
     security of any kind convertible into the Company Common Stock. Except for
     4,000,000 shares which are subject to Rule 144 resale restrictions, the
     shares of the Company Common Stock are free and clear of all liens,
     charges, claims, pledges, restrictions and encumbrances whatsoever of any
     kind or nature that would inhibit, prevent or otherwise interfere with the
     transactions contemplated hereby. All of the outstanding Company Common
     Stock is validly issued, fully paid and nonassessable and there are no
     voting trust agreements or other contracts, agreements or arrangements
     restricting or affecting voting or dividend rights or transferability with
     respect to the outstanding shares of the Company Common Stock.


(c)  No Violation. Neither the execution and delivery of this Agreement nor the
     ------------ consummation of the transactions contemplated hereby nor
     compliance by the Company with any of the provisions hereof will:

                                       2

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                           (i)      violate  or  conflict  with,  or result in a
                                    breach of any provisions of, or constitute a
                                    default (or an event  which,  with notice or
                                    lapse of time or both,  would  constitute  a
                                    default) under, any of the terms, conditions
                                    or    provisions    of   the   Articles   of
                                    Incorporation  or Bylaws of the  Company  or
                                    any note, bond, mortgage, indenture, deed of
                                    trust,    license,    agreement   or   other
                                    instrument  to which the Company is a party,
                                    or by which it or its  properties  or assets
                                    may be bound or affected; or

                           (ii)     violate  any  order,  writ,   injunction  or
                                    decree,  or any statute,  rule,  permit,  or
                                    regulation  applicable to the Company or any
                                    of its shareholders, properties or assets.

(d)  Subsidiaries. The Company has no subsidiaries and no investments, directly
     --------------
     or indirectly, or other financial interest in any other corporation or
     business organization, joint venture or partnership of any kind whatsoever.

(e)  SEC Documents; Company Financial Statements. The Company has furnished or
     made available --------------------------------------------- to Purchasers
     true and complete copies of all reports or registration statements filed by
     it with the Securities and Exchange Commission (the "SEC") all in the form
     so filed (all of the foregoing being collectively referred to as the "SEC
     Documents"). As of their respective filing dates, the SEC Documents
     complied in all material respects with the requirements of the Securities
     Exchange Act of 1934 (the "Exchange Act"). The financial statements of the
     Company, including the notes thereto, included in the SEC Documents (the
     "Company Financial Statements") comply as to form in all material respects
     with applicable accounting requirements and with the published rules and
     regulations of the SEC with respect thereto, have been prepared in
     accordance with generally accepted accounting principles consistently
     applied (except as may be indicated in the notes thereto or, in the case of
     unaudited statements, as permitted by Form 10-QSB of the SEC) and present
     fairly the consolidated financial position of the Company at the dates
     thereof and the consolidated results of its operations and cash flows for
     the periods then ended (subject, in the case of unaudited statements, to
     normal audit adjustments).

(f)  Litigation. There is no action, suit, proceeding, claim, arbitration or
     investigation pending, or as to which the Company has received any notice
     of assertion against the Company, which in any manner challenges or seeks
     to prevent, enjoin, alter or materially delay any of the transactions
     contemplated by this Agreement. There are no outstanding judgments of any
     kind against the Company and to the Company's knowledge no occurrences or
     events which have, or might reasonably be expected to have, a material
     adverse effect on the Company's intended business.

                                       3

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(g)  Contracts. The Company is not a party to any contract, nor is the Company a
     --------- party to any  written or oral commitment for capital expenditures
     except as contemplated by this Agreement. The Company is not a party to,
     nor is its property bound by any written or oral, express or implied,
     agreement, contract or other contractual obligation including, without
     limitation, any real or personal property leases, any employment
     agreements, any consulting agreements, any personal services agreements or
     any other agreements that require the Company to pay any money or deliver
     any assets or services. The Company has in all material respects performed
     all obligations required to be performed by it to date and is not in
     default in any material respect under any agreements or other documents to
     which it was a party.

(h)  Finder's Fees. The Company is not, and on the Closing Date, will not be
     -------------- liable or obligated to pay any finder's, agent's or broker's
     fee arising out of or in connection with this Agreement or the transactions
     contemplated by this Agreement.

(i)  Books and Records. The books and records of the Company are complete and
     -------------------
     correct, are maintained in accordance with good business practice and
     accurately present and reflect in all material respects, all of the
     transactions therein described. To the best of the Company's knowledge,
     there have been no transactions involving the Company or its shareholders
     which properly should have been set forth therein and which have not been
     accurately so set forth.

(j)  Taxes and Tax Returns. All taxes owed by the Company in any jurisdiction
     --------------------- prior to and at the closing date have been paid.

(k)  OTC-BB Listing. The Company Common Stock is fully listed for trading and
     ---------------
     can trade immediately on the OTC-Bulletin Board market under the symbol
     "ZNNO".

(l)  Disclosure. The Company has and at the Closing Date it will have, disclosed
     ------------ all events,  conditions and facts materially affecting the
     business and prospects of the Company. The Company has not now and will not
     have at the Closing Date, withheld knowledge of any such events, conditions
     and facts which it knows, or has reasonable grounds to know, may materially
     affect the Company's business and prospects. Neither this Agreement, nor
     any certificate, exhibit, schedule or other written document or statement,
     furnished to the Stockholders by the Company in connection with the
     transactions contemplated by this Agreement contains or will contain any
     untrue statement of a material fact or omits or will omit to state a
     material fact necessary to be stated in order to make the statements
     contained herein or therein not misleading

                                       4

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         2.       SELLING SHAREHOLDERS' REPRESENTATIONS

                  Vendor   Agent,   on  behalf  of  the  Selling   Shareholders,
represents  and warrants to the Purchasing  Shareholders  now and at Closing (as
defined below) that:

(a)  the Selling Shareholders are the registered and beneficial owners of the
     Shares which are validly issued and free and clear of all liens, charges
     and encumbrances;

(b)  the Selling Shareholders have good and sufficient right and authority to
     enter into this Agreement on the terms and conditions herein set forth and
     to transfer the legal title and beneficial ownership of the Shares to the
     Purchasing Shareholders;

(c)  no person, firm or corporation has any written or verbal agreement or
     option, understanding or commitment or any right or privilege capable of
     becoming an agreement for the purchase of the Shares; and

(d)  the Vendor Agent has no knowledge of any:

                           (i)      actions, suits investigations or proceedings
                                    which could affect any of the Shares which
                                    are in progress, pending or threatened;

                           (ii)     outstanding judgments of any kind against
                                    any of the Shares; or

                           (iii)    occurrences  or events which have,  or might
                                    reasonably  be expected to have,  a material
                                    adverse effect on any of the Shares.

         3.       PURCHASER'S REPRESENTATIONS

                  ACROPOLIS   INVESTMENT   HOLDINGS,   LLC  on   behalf  of  the
Purchasers,  warrants  and  represents  to the  Selling  Shareholders  that  the
Purchasers  have good and  sufficient  right to enter into this Agreement on the
terms and conditions herein set forth.

         4.       EFFECT OF REPRESENTATIONS

         4.1 The  representations  and  warranties of the Vendor Agent,  Selling
Shareholders,  the Company and the Purchasers (the "Parties") set out above form
a part of this Agreement and are  conditions  upon which the Parties have relied
in entering into this Agreement and shall survive the  acquisition of the Shares
by the Purchasers.

         4.2 The Parties will  indemnify  and hold each other  harmless from all
loss, damage,  costs, actions and suits arising out of or in connection with any
breach of any representation, warranty, covenant, agreement or condition made by
it and contained in this Agreement.

         5.       SALE OF SHARES

         5.1 Upon  execution  of this  Agreement,  the Vendor  Agent  shall have
deposited or shall forthwith deposit the following with the Trustee:

                                       5

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(a)  certificates representing the Shares in negotiable form (the
     "Certificates");

(b)  undated resignations from each director and officer of the Company;

(c)  the minute books and all corporate and accounting records of the Company;
     and

(d)  undated resolutions of the Company's Board of Directors appointing the
     Purchasers' nominees as directors of the Company.

         5.2 The  Purchasers  shall  deliver  to the  Trustee  an  aggregate  of
$750,000 (the "Funds") forthwith upon the execution of this Agreement.

         6.       CLOSING

                  The sale and  purchase  of the  Shares  shall be closed at the
office of Gregory S. Yanke Law Corporation, 675 West Hastings Street, Suite 200,
Vancouver,  British Columbia at 11:00 A.M.  (Vancouver time) on March 7, 2005 or
on such other date or at such other  place as may be agreed  upon by the parties
(the "Closing Date" or "Closing").  The Parties hereby contemplate that a formal
Closing  will not be necessary  if the Trustee  receives  all Closing  documents
prior to the Closing Date.

         7.       ACTIONS BY THE PARTIES PENDING CLOSING

                  From and after the date hereof and until the Closing Date, the
Vendor  Agent  on  behalf  of the  Selling  Shareholders,  the  Company  and the
Purchasers covenant and agree that:

(a)  the Purchasers, and its authorized representatives, shall have full access
     during normal business hours to all information and documentation with
     respect to the Company as the Purchasers may reasonably request; and

(b)  the Company shall not enter into any contract or commitment without the
     prior written consent of the Purchasers and will continue to operate the
     Company in the ordinary course of business.

         8.       CONDITIONS PRECEDENT TO THE SELLING SHAREHOLDERS
                  OBLIGATIONS

                  Each and every obligation of the Vendor Agent on behalf of the
Selling  Shareholders,  to be  performed on the Closing Date shall be subject to
the satisfaction by the Closing Date of the following conditions,  unless waived
in writing by the Vendor Agent:

(a)  the representations and warranties made by the Purchasers in this Agreement
     shall be true and correct on and as of the Closing Date with the same
     effect as though such representations and warranties had been made or given
     by the Closing Date; and

(b)  the Purchasers having delivered an aggregate of $700,000 to the Trustee in
     accordance with Paragraph 5.2.

                                       6

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         9.       CONDITIONS PRECEDENT TO PURCHASERS OBLIGATIONS

                  Each and every obligation of the Purchasers to be performed on
the Closing Date shall be subject to the satisfaction by the Closing Date of the
following conditions, unless waived in writing by the X:

(a)  the representations and warranties made by the Vendor Agent, Selling
     Shareholders and the Company in this Agreement shall be true and correct on
     and as of the Closing Date with the same effect as though such
     representations and warranties had been made or given by the Closing Date;

(b)  the Vendor Agent having delivered to the Trustee:

                           (i)      the Certificates;

                           (ii)     undated resignations from each  director and
                                    officer of the Company;

                           (iii)    the minute books and all corporate and
                                    accounting records of the Company; and

                           (iv)     a copy of resolutions of the Company's Board
                                    of  Directors   appointing  the  Purchasers'
                                    nominees   as   directors   of  the  Company
                                    (collectively, the "Vendor Documents").

(c)  the Company having performed the following:

                           (i)     obtained all shareholder approvals  necessary
                                   for the sale of the Company's common shares
                                   as contemplated herein.

         10.      DELIVERY OF DOCUMENTS AT CLOSING

                  Provided  that all  conditions  precedent in paragraph 8 and 9
have been satisfied or waived in writing,  the Trustee shall be  authorized,  at
Closing,  to  deliver  the Funds to the Vendor  Agent and to deliver  the Vendor
Documents to the Purchasers.

         11.      TERMINATION

         11.1 The Vendor Agent on behalf of the Selling Shareholders, shall have
the right to terminate  this  Agreement,  upon delivery of written notice to the
other parties,  if the Purchasers fail to comply with their  obligations set out
in paragraphs 5.2 and/or 8 within the time periods specified therein.

         11.2 ACROPOLIS  INVESTMENT  HOLDINGS,  LLC on behalf of the Purchasers,
shall have the right to  terminate  this  Agreement,  upon  delivery  of written
notice  to the other  parties,  if the  Vendor  Agent  fails to comply  with its
obligations set out in paragraphs 5.1 and/or 9 prior to the closing.

                                       7

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         11.3 ACROPOLIS  INVESTMENT  HOLDINGS,  LLC on behalf of the Purchasers,
shall have the right to  terminate  this  Agreement,  upon  delivery  of written
notice to the other parties, if the Company fails to comply with its obligations
set out in paragraphs 5.1 and/or 9 prior to the closing.

         11.4     Upon termination by either party hereto, Trustee shall, within
48 hours,  reconvey all Funds to Acropolis.

         12.      INDEMNIFICATION OF TRUSTEE

         12.1 The parties agree that in consideration of the Trustee agreeing to
act as trustee as aforesaid, they do hereby covenant and agree from time to time
and at all  times  hereafter,  to save,  defend  and  keep  harmless  and  fully
indemnify the Trustee,  its successors  and assigns,  from and against all loss,
costs, charges, damages, and expenses which the said Trustee, its successors and
assigns may at any time or times  hereafter bear,  sustain,  suffer or be put to
for or by  reason  or on  account  of its  acting as  trustee  pursuant  to this
Agreement.

         12.2 It is  further  agreed by and  between  the  parties  hereto,  and
without  restricting the foregoing  indemnity,  that in case proceedings  should
hereafter be taken in any Court  respecting  the Shares  hereby placed in trust,
the Trustee  shall not be obliged to defend any such action or submit its rights
to the Court until it shall have been  indemnified  by other good and sufficient
security in addition to the  indemnity  hereinbefore  given against its costs of
such proceedings.

         12.3 The Vendor Agent confirms that it shall be solely  responsible for
paying the fees and disbursements of the Trustee.

         13.      FURTHER ASSURANCES

                  The parties hereto  covenant and agree to do such further acts
and  execute  and  deliver  all such  further  deeds and  documents  as shall be
reasonably required in order to fully perform and carry out the terms and intent
of this Agreement.

         14.      ENTIRE AGREEMENT

                  This  Agreement  constitutes  the  entire  agreement  to  date
between  the  parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties with respect to the trust conditions described in this Agreement.

         15.      AMENDMENT AND WAIVERS.

                  Any term of this  Agreement  may be amended and  observance of
any term of this  Agreement may be waived  (either  generally or in a particular
instance and either  retroactively or prospectively) when evidenced by a writing
executed by the parties  hereto.  Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each party to this Agreement.

                                       8

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         16.      NOTICE

         16.1 Any notice  required  to be given  under this  Agreement  shall be
deemed to be well and  sufficiently  given if  delivered or sent by facsimile to
the address of such party as set out on page one of this Agreement.

         16.2     Either party may from time to time by notice in writing change
its address for the purpose of this section.

         17.      TIME OF ESSENCE

                  Time shall be of the essence of this Agreement.

         18.      TITLES

                  The  titles to the  respective  sections  hereof  shall not be
deemed a part of this  Agreement  but shall be  regarded as having been used for
convenience only.

         19.      CURRENCY

                  All funds referred to under the terms of this Agreement  shall
be funds designated in the lawful currency of the United States of America.

         20.      SEVERABILITY

                  If any one or more of the provisions  contained  herein should
be invalid,  illegal or unenforceable in any respect in any  jurisdictions,  the
validity, legality and enforceability of such provisions shall not in any way be
affected  or  impaired  thereby  in any  other  jurisdiction  and the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not in any way be affected or impaired thereby.

         21.      SURVIVAL

                  The representations, warranties, covenants and agreements made
herein shall survive any investigation made by Purchasers and the closing of the
transactions contemplated hereby.

         22.      APPLICABLE LAW

                  The situs of the Agreement is Vancouver, British Columbia, and
for all purposes this  Agreement  will be governed  exclusively by and construed
and  enforced in  accordance  with laws  prevailing  in the  Province of British
Columbia.  The Parties agree to attorn to the  jurisdiction of the Courts of the
Province of British Columbia.

         23.      ENUREMENT

                  This  Agreement  shall  enure to the benefit of and be binding
upon the Parties hereto and their respective successors and permitted assigns.

                                       9

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         IN WITNESS  WHEREOF this  Agreement has been executed as of the day and
year first above written.


SELLING SHAREHOLDERS:                         PURCHASING SHAREHOLDERS:

By:  Vendor Agent                         By: ACROPOLIS INVESTMENT HOLDINGS, LLC

       By: /s/ Linda Smith                    By:   /s/ Aaron Lamkin
       -------------------------              ----------------------
       Linda Smith                            Aaron Lamkin, Principal


ZENO, INC.

By:  /s/ Frank McGill
     -------------------------------
         Frank McGill, President





TRUSTEE:

GREGORY S. YANKE LAW CORPORATION

per: /s/ Greg Yanke

GREG YANKE
President


                                   EXHIBIT "A"


The Selling Shareholders are:

                  Linda Smith                        2,000,000 shares
                  Frank McGill                       2,000,000 shares