exhibit_10-2.htm


    
      

    


    EXHIBIT
      10.2

    


    AGREEMENT
      OF EXCHANGE

    OF

    STUDIO
      ONE MEDIA, INC.

    AND

    STUDIO
      ONE ENTERTAINMENT, INC.

    


    


    AGREEMENT
      OF EXCHANGE made as of the 17th day of April, 2007, by and between Studio One
      Media, Ic., (fka Dimensional Visions Incorporated), a Delaware corporation
      (herein, “SOMD”), and Studio One Entertainment, Inc., an Arizona corporation
      (herein, “SOE”). SOMD and SOE are sometimes hereinafter collectively referred to
      as the “Constituent Corporations”.

    


    RECITALS:

    


    SOMD
      is a
      Delaware corporation organized on May 12, 1988, and its authorized capital
      stock
      consists of 100,000,000 shares of common stock, $.001 par value (the “SOMD
      Common Stock”) of which no more than 4,000,000 shares of SOMD Common Stock will
      be issued and outstanding as of the Closing Date.

    


    SOE
      is an
      Arizona corporation organized on September 24, 2004 and its authorized capital
      stock consists of 100,000,000 shares of common stock, no par value (the “SOE
      Common Stock”) of which 7,000,000 shares of SOE Common Stock will be issued and
      outstanding as of the Closing Date and no shares of SOE Common Stock are
      reserved for issuance upon exercise of any outstanding common stock purchase
      warrants or options except as described in the Stock Purchase
      Agreement.

    


    SOMD
      and
      SOE have entered into an Stock Purchase Agreement dated March 29, 2006 (the
      “Stock Purchase Agreement”) setting forth certain representations, warranties,
      agreements and conditions in connection with the exchange provided for
      herein.

    


    The
      respective Board of Directors of SOMD and SOE have, by resolution, duly approved
      the execution of and the transaction contemplated by the Stock Purchase
      Agreement and this Agreement of Exchange and directed that they be submitted
      to
      the shareholders of SOE for adoption and approval.

    


    A
      majority of the shareholders of SOMD and a majority of the shareholders of
      SOE
      have approved the transaction contemplated by the Stock Purchase Agreement
      and
      this Agreement of Exchange.

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements herein contained, the parties hereto have agreed and do hereby agree,
      subject to the terms and conditions hereinafter set forth, as
      follows:

    


    I

    


    EXCHANGE

    


    1.1
      In
      accordance with the provisions of this Agreement and Section 1(a) of Stock
      Purchase Agreement, each of the shares of SOE Common Stock outstanding as the
      Effective Date of the Exchange shall be exchanged for one (1) share of SOMD
      Common Stock to be issued upon the Effective Date of the Exchange. SOMD shall
      be
      and is herein sometimes referred to as the “Acquiring Corporation”.

    


    1.2
      Upon
      the Effective Date of the Exchange (as defined in Article III hereof) SOE shall
      become a wholly-owned subsidiary of SOMD, (i) shall continue to possess all
      of
      its rights and property as constituted immediately prior to the Effective Date
      of the Exchange and (ii) shall continue subject to all of its debts and
      liabilities as the same shall have exited immediately prior to the Effective
      Date of the Exchange. All rights of creditors and all liens upon the property
      of
      each of the Constituent Corporations shall be preserved
      unimpaired.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      
AGREEMENT OF EXCHANGE


    EXCHANGE
      -
continued

    


    1.3
      SOMD
      hereby agrees that at and after the times when the Exchange shall become
      effective and as and when required by the provisions of the Stock Purchase
      Agreement, SOMD will issue certificates representing that number of shares
      of
      common stock, $.001 par value per share, or SOMD (collectively, “Exchange
      Shares”) for which shares of SOMD Common Stock issued and outstanding
      immediately prior to the Effective Date of the Exchange and by virtue of the
      Exchange, be exchanged as hereinafter provided.

    


    1.4
      The
      Exchange shall not become effective until the following actions shall have
      been
      completed: (i) this Agreement of Exchange shall have been adopted and approved
      by the shareholders of SOE in accordance with the requirements of Arizona
      corporate law; and (ii) all of the other conditions precedent to the
      consummation of the Exchange specified in the Stock Purchase Agreement shall
      have been satisfied or duly waived by the party entitled to satisfaction
      thereof.

     

    


    II

    


    EXCHANGE
      OF SHARES

    


    The
      manner and basis of exchanging shares of SOE Common Stock for the Exchange
      Shares and the exchange of certificates therefore, shall be as
      follows:

    


    2.1
      Each
      one (1) share of SOE Common Stock which shall be issued and outstanding
      immediately prior to the Effective Date of the Exchange shall, by virtue of
      the
      Exchange and without any action on the part of the holder thereof other than
      that set forth in the Stock Purchase Agreement, be exchanged on or before the
      fifteenth (15 th
) day after
      the Board of Directors of SOMD shall have approved and
      authorized the consummation of the transaction contemplated by the Acquisition
      Documents (the “Effective Date of the Exchange”) into One (1) share of the
      Exchange Shares. If between the date hereof and the Effective Date of the
      Exchange, SOMD or SOE shall either effect any reclassification,
      recapitalization, subdivision, combination or exchange or shares, in respect
      of
      their respective outstanding common stock, or a stock divided thereon shall
      be
      declared with a record date within said period, the per share amounts of the
      Exchange Shares to be issued and delivered as provided in this Agreement shall
      be appropriately adjusted.

    


    2.2
      After
      the Effective Date of the Exchange certificates evidencing outstanding shares
      of
      SOE Common Stock shall evidence the right of the holder thereof to receive
      certificates for shares of the Exchange Shares at the applicable rate as
      aforesaid. Each holder of SOE Common Stock, upon surrender of the certificate
      or
      certificates, which prior thereto represented shares of SOE Common Stock, to
      SOMD’s stock transfer agent, which shall act as the exchange agent (the
“Exchange Agent”) for such shareholder to effect the exchange of certificates on
      their behalf, shall be entitled upon such surrender to receive in exchange
      therefore a certificate or certificates representing the number of whole shares
      of the Exchange Shares into which the shares of SOE Common Stock therefore
      represented by the certificate or certificates so surrendered shall have been
      exchanged as aforesaid. Until so surrendered, each outstanding certificate
      for
      shares of SOE Common Stock shall be deemed for all corporate purposes, including
      voting rights, subject to the future provisions of this Article II, to evidence
      the ownership of the shares of the Exchange Shares into which such shares have
      been so exchanged. No dividends or distributions will be paid to persons
      entitled to receive certificates for shares of the Exchange Shares pursuant
      hereto until such persons shall have surrendered their certificates which prior
      to the Effective Date of the Exchange represented shares of SOE Common Stock;
      but there shall be paid to the record holder of each such certificates, with
      respect to the number of whole shares of the Exchange Shares issued in exchange
      therefore (i) upon such surrender, the amount of any dividends or distributions
      with a record date subsequent to the Effective Date of the Exchange and prior
      to
      surrender which shall have become payable thereon since the Effective Date
      of
      the Exchange, without interest, and (ii) after such surrender, the amount of
      any
      dividends thereon with a record date subsequent to the Effective Date of the
      Exchange and prior to surrender and the payment date of which shall be
      subsequent to surrender; such amount to be paid on such payment
      date.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      
AGREEMENT OF EXCHANGE

     

    EXCHANGE
      OF SHARES -
continued


    


    2.3
      No
      certificates representing a fraction of a share of the Exchange Shares will
      be
      issued and no right to vote or receive any distribution or any other right
      of a
      shareholder shall attach to any fractional interest in a share of the Exchange
      Shares to which any holder of shares of SOE Common Stock would otherwise be
      entitled hereunder. In lieu thereof, each holder of shares of SOE Common Stock
      entitled to a fraction of a share of the Exchange Shares shall receive one
      whole
      share of SOMD Common Stock if the fraction of a share is equal to or greater
      than one-half share (.50); otherwise, the holder of the fraction of a share
      shall receive cash on the basis of $.50 per share.

    


    2.4
      If
      any certificate for shares of the Exchange Shares is to be issued in a name
      other than that in which the certificate surrendered in exchange therefore
      is
      registered, it shall be a condition of the issuance thereof that the certificate
      so surrendered shall be properly endorsed and otherwise be in proper form for
      transfer and that the person requesting such exchange pay to the Exchange Agent
      any transfer or other taxes required by reason of the issuance of a certificate
      for shares of the Exchange Shares in any name other than that of the registered
      holder of the certificate surrendered, or establish to the satisfaction of
      the
      Exchange Agent that such tax has been paid or is not payable.

    


    2.5
      At
      the Effective Date of the Exchange, all shares of SOE Common Stock which shall
      then be held in its treasury, if any, shall cease to exist, and all certificates
      representing such shares shall be canceled.

    


    III

    


    CONDITION
      SUBSEQUENT

    


    SOE
      shall, within thirty days of the date hereof, furnish SOMD with copies of its
      audited Financial Statements together with the Auditor’s report for all fiscal
      years ended December 31, 2004, 2005, and 2006 and for the current year through
      and at the Closing Date. Such financial statements shall consist of the balance
      sheet, the income statement, statement of stockholder’s equity and changes in
      financial position for the year or period then ended.

    


    


    IV

    


    MISCELLANEOUS

    


    3.1
      For
      the convenience of the parties hereto and to facilitate the filing of this
      Agreement of Exchange, any number of counterparts hereof may be executed; and
      each such counterpart shall be deemed to be an original instrument.

    


    3.2
      At
      any time prior to the Effective Date of the Exchange the parties hereto may,
      by
      written agreement, (a) extend the time for the performance of any of the
      obligations or other acts of the parties hereto, (b) waive (in the manner
      specified in Paragraph 14 of the Stock Purchase Agreement) any breach or
      inaccuracy in the representations and warranties contained in this Agreement
      of
      Exchange or in the Stock Purchase Agreement or in any document delivered
      pursuant thereto, or (c) waive (in the manner specified in Paragraph 14 of
      the
      Stock Purchase Agreement) compliance with any of the covenants, conditions
      or
      agreements contained in this Agreement of Exchange or in the Stock Purchase
      Agreement.

    


    3.3
      The
      corporation parties to this Agreement are also parties to the Stock Purchase
      Agreement. The two agreements are intended to be construed together in order
      to
      effectuate their purposes, and said agreements are intended as a plan or
      reorganization within the meaning of Section 368 of the Internal Revenue Code
      of
      1954, as amended.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      
AGREEMENT OF EXCHANGE


    IN
      WITNESS WHEREOF, each of the undersigned corporations has caused this Agreement
      of Exchange to be signed in its corporate name by its duly authorized officers
      and its corporate seal to be affixed hereto, all as of the date first above
      written.

    


                                                    

     

    
      	 STUDIO
              ONE MEDIA, INC.
	 
	 By: /s/
              Preston J.
              Shea   
	 /s/
              Preston J. Shea   
	 President
	 
	 
	 STUDIO
              ONE ENTERTAINMENT,
              INC.  
	 
	 By: /s/
              Lawrence G.
              Ryckman
	 Lawrence
              G. Ryckman
	 Chairman
              and Chief Executive Officer


    

     

     

     

     

     

     

     

     

     

     

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