exhibit_10-1.htm


    
      

    

    Exhibit
      10.1

     

    STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      AGREEMENT made and entered into as of the 29th day of March, 2006, by and
      between Dimensional Visions Incorporated, a Delaware corporation (hereinafter
      called “DVSO”), and Studio One Entertainment, Inc., an Arizona corporation
      (hereinafter called “SOE”).

    


    WITNESSETH
      THAT:

     

    A.          DVSO
      is a publicly traded company.


    B.           SOE
      is a private company based in Scottsdale, Arizona that is engaged in the design
      and manufacturing of a proprietary, self contained interactive audio/video
      recording and conferencing studio designed for installation in shopping malls
      and other high traffic public areas. The Studio One Kiosk will enable the
      public, for a fee, to record their video and voice images in a portable
      state-of-the-art recording studio environment and enter their performances
      in
      music, modeling and other talent related contests.

    


    C.           Subject
      to the approval of the Board of Directors of DVSO and SOE and the consent of
      a
      majority of the shareholders of DVSO and SOE, DVSO and SOE shall enter into
      an
      Agreement of Exchange (hereinafter called the “Exchange Agreement”) in
      substantially the form attached hereto and made apart hereof as Exhibit A,
      which
      provides, among other things, for the issuance by DVSO of approximately six
      million five hundred thousand (6,500,000) of its common stock shares to the
      shareholders of SOE (the “Exchange”).

    


    D.           Following
      the Exchange under the Exchange Agreement, SOE will be a wholly-owned subsidiary
      of DVSO.

    


    E.           It
      is intended that the transactions contemplated by this Agreement shall
      constitute an exchange conforming to the provisions of Section 368(a)(2) of
      the
      Internal Revenue Code of 1954.

    


    NOW
      THEREFORE, in consideration of the mutual covenants and agreements and the
      benefits to be realized by each of the parties, the following transactions
      are
      hereby agreed to, subject to the conditions hereinafter stated:

    


    1.           The
      Exchange

    


    (a)           In
      accordance with the Exchange Agreement, on the Closing Date hereinafter referred
      to, and in exchange for all of the then issued and outstanding shares of capital
      stock of SOE (the “SOE Common Stock”), DVSO shall issue the number of fully paid
      and nonassessable shares of voting DVSO common stock (hereinafter called “DVSO
      Common Stock”) in order to permit the Exchange to be effected in accordance with
      the terms of the Exchange Agreement, on the basis of one (1) share of DVSO
      Common Stock for each one (1) share of SOE Common Stock.

    


    If
      between the date hereof and the Closing Date, DVSO shall effect any
      reclassification, recapitalization, subdivision, combination or exchange of
      shares, in respect of the outstanding shares of common stock of DVSO or a stock
      dividend thereon shall be declared with a record date within said period, the
      per share amounts of DVSO Common Stock to be issued and delivered in the
      Exchange shall be appropriately adjusted.

    


    (b)           DVSO
      shall issue and deliver as and when required by the Exchange Agreement,
      certificates representing the shares of DVSO Common Stock for which the shares
      of SOE Common Stock outstanding immediately prior to the effective time of
      the
      Exchange shall have been exchanged as provided in the Exchange
      Agreement.

    


    (c)           SOE
      shall submit this Agreement and the Exchange Agreement to its shareholders
      for
      approval, in accordance with Arizona General Corporation Law, at a meeting
      called and held on the date to be fixed by its Board of Directors. SOE shall
      use
      its best efforts to obtain the affirmative vote of shareholders required to
      approve this Agreement, the Exchange Agreement and the transactions contemplated
      herein and therein.


    
      
        
        

      

      
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STOCK PURCHASE AGREEMENT

     

    1.           The
      Exchange - continued

     

    (d)           DVSO
      shall use it best efforts to obtain the affirmative consent of shareholders
      required to approve the issues set forth in paragraph 14(e) below at a meeting
      or by written consent.

    


    (e)           Following
      the approval of the Exchange Agreement by the stockholders of DVSO and SOE,
      and
      upon execution of the Exchange Agreement by the officers of DVSO and SOE, a
      Certificate of Exchange containing the information required by the corporate
      law
      of Delaware and Arizona shall be executed by the appropriate officers of DVSO
      and SOE.

    


    2.           Closing

    


    (a)           The
      closing of the transaction contemplated hereby (herein called the “Closing” or
      the “Closing Date”) shall take place at the offices of DVSO in Arizona at 9:00
      a.m. on a date within five (5) business days after all of the conditions
      described in paragraphs 12 and 13 hereof have been satisfied or, to the extent
      permitted in paragraph 15 hereof, their satisfaction has been waived. DVSO
      and
      SOE will use their best efforts to obtain the approvals specified in paragraph
      6
      hereof and any other of the consents, waivers or approvals necessary or
      desirable to accomplish the transactions contemplated by this Agreement and
      the
      Exchange Agreement. All documents required to be delivered by each of the
      parties shall be duly delivered to the respective recipient thereof at or prior
      to the Closing. In no event shall the Closing Date be later than June 30, 2007,
      and if it is delayed beyond said date then either party shall have the right
      to
      terminate this Agreement upon notice to that effect.

    


    (b)           At
      the Closing, DVSO and SOE shall jointly direct that the Certificate of Exchange
      be duly filed, and it shall in accordance with such direction be filed, if
      required, in the office of the Secretary of State of the State of Delaware
      and
      the Arizona Corporation Commission so that the Exchange shall be effective
      on
      the Closing Date.

    


    3.           Investigation
      by the Parties

    


    DVSO
      and
      SOE each may, prior to the Closing Date, make or cause to be made such
      investigation of the properties of the other and its subsidiaries and of its
      financial and legal condition as the party making such investigation deems
      necessary or advisable to familiarize itself with such properties and other
      matters, provided, that such shall not interfere with normal operations. DVSO
      and SOE each agrees to permit the other and its authorized agents or
      representatives to have, after the date of execution hereof, full access to
      its
      premises and to all of its books and records at reasonable hours, and its
      subsidiaries and officers will furnish the party making such investigation
      with
      such financial and operating data and other information with respect to the
      business and properties of its and its subsidiaries as the party making such
      investigation shall from time to time reasonably request. No investigation
      by
      DVSO or SOE shall affect the representations and warranties of the other and
      each such representation and warranty shall survive any such investigation.
      Each
      party further agrees that in the event that the transactions contemplated by
      this Agreement shall not be consummated it and its officers, employees,
      accountants, attorneys, engineers and other representatives will not disclose
      or
      make available to any other person or use for any purpose unrelated to the
      consummation of this Agreement any information, whether written or oral, with
      respect to the other party and its subsidiaries or their business which it
      obtained pursuant to this Agreement. Such information shall remain the property
      of the party providing it and shall not be reproduced or copied without the
      consent of such party. In the event that the transaction contemplated by this
      Agreement shall not be consummated, all such written information shall be
      returned to the party providing it.

    


    4.           State
      Securities Laws

     

    DVSO
      and
      SOE will each take such steps as may be necessary on their respective parts
      to
      comply with any state securities or so-called Blue Sky laws applicable to the
      action to be taken by them in connection with the Exchange and the delivery
      by
      DVSO to SOE shareholders of the DVSO Common Stock pursuant to this Agreement
      and
      the Exchange Agreement.

    


     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    5.           Business
      Pending the Closing


     

    (a) From
      the date of this Agreement to and including the Closing Date, except as may
      be
      first approved by SOE or as is otherwise permitted or contemplated by this
      Agreement or in furtherance of the objectives of this Agreement: (i) DVSO (which
      term shall, where applicable in this paragraph 5, also refer to the subsidiaries
      of DVSO specified in paragraph 9 hereof) shall conduct its business only in
      the
      usual and ordinary course without the creation of any additional indebtedness;
      (ii) no change shall be made in the authorized capitalization of DVSO except
      as
      contemplated by this Agreement; (iii) no shares of capital stock of DVSO shall
      be authorized for issuance or issued and no agreement or commitment for the
      issuance thereof shall be entered into in excess of the number of shares set
      forth for DVSO in the Exchange Agreement; (iv) no rights or elections shall
      be
      created or granted to purchase stock under any employee stock bonus, thrift
      or
      purchase plan or otherwise, to the extent such rights shall result in the
      commitment for the issuance of shares in excess of the number set forth for
      DVSO
      in the Exchange Agreement; (v) no amendment shall be made to DVSO’s Articles of
      Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no
      modifications shall be made in DVSO’s present employee benefit programs or in is
      present policies in regard to the payment of salaries or compensation to its
      personnel and no increase shall be made in the compensation of its personnel;
      (vii) no contract or commitment shall be entered into by or on behalf of DVSO
      and no sale or purchase of assets shall be made except in the ordinary course
      of
      business; (viii) DVSO will use all reasonable and proper efforts to preserve
      its
      business organization intact, to keep available the services of its present
      employees and to maintain satisfactory relationships between DVSO and its
      suppliers, customers, regulatory agencies, and others having business relations
      with it; (ix) DVSO shall make no amendments or contributions to any profit
      sharing plans; and (x) the Board of Directors of DVSO will not declare any
      dividends on, or otherwise make any distributions in respect of, its outstanding
      shares of capital stock;

    


    (b)
       From the date of this Agreement to and including the Closing Date, except
      as may be first approved by DVSO or as is otherwise permitted or contemplated
      by
      this Agreement: (i) SOE (which term shall, where applicable in this paragraph
      5,
      also refer to the subsidiaries of SOE specified in paragraph 10 hereof) shall
      conduct its business only in the usual and ordinary course without the creation
      of any additional indebtedness exceeding $10,000 for money borrowed maturing
      in
      more than one year, except for the lease of capital equipment pursuant to
      leasing company commitments outstanding prior to the date of this Agreement;
      (ii) no change shall be made in the authorized capitalization of SOE except
      as
      contemplated by this Agreement; (iii) no shares of capital stock of SOE shall
      be
      authorized for issuance or issued and no agreement or commitment for the
      issuance thereof shall be entered into in excess of the number of shares set
      forth for SOE in the Exchange Agreement; (iv) no rights or elections shall
      be
      created or granted to purchase stock under any employee stock bonus, thrift
      or
      purchase plan or otherwise; (v) no amendment shall be made to SOE’s Articles of
      Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no
      modifications shall be made in SOE’s present employee benefit programs or in is
      present policies in regard to the payment of salaries or compensation to its
      personnel and no increase shall be made in the compensation of its personnel
      and
      no increase shall be made in the compensation of its personnel, provided that
      nothing herein shall preclude (1) the continuation of SOE’s present practices of
      periodically reviewing the salaries of its personnel and granting normal
      increases in such salaries or compensation to such personnel, or (2) the hiring
      of new personnel at a salary or compensation deemed reasonable in the ordinary
      course of business; (vii) no contract or commitment shall be entered into by
      or
      on behalf of SOE and no sale or purchase of assets shall be made except in
      the
      ordinary course of business; (viii) SOE will use all reasonable and proper
      efforts to preserve its business organization intact, to keep available the
      services of its present employees and to maintain satisfactory relationships
      between SOE and its suppliers, customers, regulatory agencies, and others having
      business relations with it; (ix) SOE shall make no amendments or contributions
      to any profit sharing plans; and (x) the Board of Directors of SOE will not
      declare any dividends on, or otherwise make any distributions in respect of,
      its
      outstanding shares of capital stock.

    



    
      
        
        

      

      
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STOCK PURCHASE AGREEMENT

     

    5.           Business
      Pending the Closing - continued

     

    
      (c) The
        parties hereto agree that SOE is extending to DVSO an exclusive option to
        purchase the shares of SOE. As such, SOE agrees not to solicit or entertain
        offers to purchase its shares or assets from a third party prior to the Closing
        or termination of this Agreement. As consideration for this exclusivity,
        subsequent to the date of this Agreement but prior to Closing, SOE shall
        continue its research and development program relating to the entertainment
        Kiosk. SOE agrees that all intellectual property that may be protected by
        patents, copyrights and trademarks will become the subject of patent
        applications filed with the U.S. Patent and Trademark office, together with
        appropriate assignments to SOE of all rights by any persons claiming or who
        may
        have the right to claim status of an inventor or creator of the intellectual
        property being the subject of each such application. All intellectual property
        of SOE shall remain unencumbered and free of any liens or claims of whatsoever
        nature prior to the Closing. Except as set forth in formal patents, copyrights
        and trademarks, or applications for same, SOE makes no representations or
        warranties with respect to its intellectual property. DVSO
        understands and agrees that it will conduct its own independent investigations
        with respect to the assets and liabilities of SOE, including but not limited
        to
        items of intellectual property of SOE. Provided DVSO shall not have theretofore
        issued written notice of termination of this Agreement, as provided herein,
        DVSO
        will advance or reimburse all costs incurred by SOE in connection with the
        kiosk
        development program including, but not limited to, consulting fees, professional
        fees, prototype construction costs, engineering and design fees, and
        administrative and overhead expenses. Such costs will be either paid directly
        by
        DVOS or remitted to SOE upon written invoice therefore. In the event this
        transaction shall fail to close, for any reason whatsoever, SOE shall be
        liable
        to DVSO for all monies theretofore advanced to or for the benefit of the
        SOE
        research and development program and shall execute and deliver to DVSO a
        promissory note in such principal amount evidencing such indebtedness. Such
        Promissory Note shall (i) provide for a maturity date two years from the
        date it
        is executed, (ii) bear interest at the rate of three percent over the prime
        rate
        as set by Bank of America from time to time, and (iii) permit repayment at
        any
        time without penalty. The principal of the note, together with all accrued
        interest, shall be due and payable at maturity. Upon execution and delivery
        of
        the aforementioned promissory note, DVSO (i) shall have no rights, liens
        against
        the intellectual property of SOE or any other claims against SOE except as
        provided in the promissory note, and (ii) shall not be entitled to reimbursement
        of any monies advanced, paid or remitted to or on behalf of SOE to any person
        or
        entity pursuant to this Agreement except as provided in the promissory note.
        All
        intellectual property developed or created by SOE prior to this Agreement
        or
        during the term hereof, shall remain the property of SOE.

    

    


    6.           Efforts
      to Obtain Approvals and Consents

    


    In
      addition to DVSO and SOE obtaining the requisite shareholder approval as
      described in paragraph 1 hereof, DVSO and SOE will use all reasonable and proper
      efforts to obtain the following: (i) approval or consent of any other
      governmental authorities having jurisdiction over the transactions contemplated
      in this Agreement; and (ii) approval or consent of such other persons whose
      consent is required to the transactions contemplated by this
      Agreement.

    


    7.           Cooperation
      Between Parties

    


    DVSO
      and
      SOE shall fully cooperate with each other and with their respective counsel
      and
      accountants in connection with any steps required to be taken as part of their
      obligations under this Agreement, including the preparation of financial
      statements and the supplying of information.

    


    8.           No
      Tax Ruling

    


    DVSO
      and
      SOE agree that they will not attempt to obtain ruling from the United States
      Internal Revenue Service to the effect that for Federal Income Tax purposes
      no
      gain or loss will be recognized to the holders of SOE Common Stock upon the
      receipt of DVSO Common Stock in exchange for their SOE shares in accordance
      with
      the provisions of this Agreement. In lieu of such a ruling from the Internal
      Revenue Service, SOE may request an opinion of its counsel to the foregoing
      effects, which opinion shall be a condition to both parties’ obligations to
      consummate the Exchange.

    


    9.           Representations
      of DVSO

     

    DVSO
      represents, warrants and agrees that:

    


    (a)
       DVSO is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and it and its subsidiaries
      are
      duly qualified to do business and in good standing in every jurisdiction in
      which the nature of its business or the character of its properties makes such
      qualification necessary. DVSO’s subsidiaries and a list of jurisdictions in
      which DVSO or its subsidiaries is so qualified is set forth in a memorandum
      to
      be prepared by DVSO and furnished to SOE. DVSO owns 100% of the outstanding
      capital stock of each of its subsidiaries.

    


    (b)
       As of December 31, 2005, the capitalization of DVSO and its subsidiaries
      is as set forth in the financial statements previously furnished to SOE. The
      outstanding capital stock of DVSO has been duly authorized and issued and is
      fully paid and nonassessable. DVSO has no commitments to issue nor will it
      issue
      any shares of its capital stock or any securities or obligations convertible
      into or exchangeable for, or giving any person any right to acquire from DVSO,
      any shares of its capital stock, except for those shares issued in conformity
      with paragraph 5(a)(iii) above or otherwise described in prior filings with
      the
      SEC.


    
      
        
        

      

      
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STOCK PURCHASE AGREEMENT


    9.           Representations
      of DVSO - continued

    


    (c)
       The shares of DVSO Common Stock which are to be issued and delivered to
      the SOE shareholders pursuant to the terms of this Agreement and the Exchange
      Agreement, when so issued and delivered, will be validly authorized and issued
      and will be fully paid and nonassessable. No stockholder of DVSO, or other
      person, will have any preemptive rights in respect to the DVSO Common
      Stock.

    


    (d)
       DVSO has furnished SOE with copies of its 2005 Financial Statements
      together with the Auditors report for its fiscal year ending June 30, 2005,
      consisting of the consolidated balance sheet of DVSO and its subs idiaries
      as of
      June 30, 2005, and related statements of consolidated income, stockholders’
equity and changes in financial position for the year then ended. DVSO has
      also
      furnished SOE with copies of its unaudited financial statements for the six
      months ending December 31, 2005, consisting of the consolidated balance sheet
      of
      DVSO and its subsidiaries as of December 31, 2005, and related statements of
      consolidated income, stockholders’ equity and changes in financial position for
      the six months then ended. All of the above-described financial statements
      present fairly the consolidated financial position of DVSO and its subsidiaries,
      at the periods indicated, and the consolidated results of their operations
      and
      changes in their financial position for the year and periods then ended in
      conformity with generally accepted accounting principles applied on a consistent
      basis. DVSO has no material liabilities or commitments other than as listed
      or
      noted in the aforesaid financial statements, or as incurred in the ordinary
      course of business since the date of such financial statements Since December
      31, 2005, to the date of this Agreement, there has been no material adverse
      change in the assets or liabilities or in the business or condition, financial
      or otherwise, of DVSO or its subsidiaries, except in the ordinary course of
      business or as contemplated by this Agreement, nor has DVSO or its subsidiaries,
      except in the ordinary course of business or as contemplated by this Agreement,
      incurred any indebtedness for money borrowed. All tax returns and reports of
      DVSO and its subsidiaries required by law to be filed have been duly filed
      and
      all taxes, assessments and other governmental charges now due (other than any
      still payable without penalty) upon DVSO and its subsidiaries or upon any of
      their properties or assets, have been paid. All amounts which have been
      reflected as liabilities on the books of DVSO and its subsidiaries in respect
      of
      taxes are considered adequate and DVSO does not know of any actual or proposed
      additional assessments in respect of taxes, against either it or its
      subsidiaries.

    


    (e)
       Subsequent to December 31, 2005, DVSO has not declared or paid any
      dividends on its outstanding shares of common stock or declared or made any
      distribution on, or directly or indirectly redeemed, purchased or otherwise
      acquired any of its outstanding stock except as described in its prior filings
      with the SEC, or authorized the creation or issuance of, or issued any
      additional shares of stock, or agreed to take any such action, except as
      expressly provided for in paragraph 5(a)(iii) above in this Agreement. Except
      as
      permitted by paragraph 5(a)(iii), DVSO will not take any such action during
      the
      period between the date hereof and the Closing Date except as provided
      herein.

    


    (f)
       Neither DVSO nor any of its subsidiaries is engaged in or a party to, or
      to the knowledge of DVSO threatened with, any material legal action or other
      proceeding before any court or administrative agency, except as set forth and
      described in a memorandum to be prepared by DVSO and furnished to
      SOE.

    


    Neither
      DVSO nor any of its subsidiaries, to the knowledge of
      DVSO, has been charged with, an is not under investigation with regard to,
      any
      charge concerning any presently pending material violation of any provision
      of
      Federal, State or other applicable law or administrative regulations in respect
      of its business as set forth in said memorandum.

    


    (g) There
      has not been, since December 31, 2005, and will not be prior to the Closing
      Date, a purchase or sale or any other acquisition, transfer or distribution
      of
      any assets or properties on the part of DVSO or its subsidiaries except in
      the
      ordinary course of business.

    


    (h) Except
      in each case as set forth in a memorandum to be prepared by DVSO and furnished
      to SOE, as of the date of this Agreement neither DVSO nor any of its
      subsidiaries is a holder of or a party to any: (1) written or oral contract
      for
      the employment of any officer or any other person, (ii) bonus, pension, profit
      sharing, retirement, stock purchase, stock option, insurance, or similar plan
      or
      practice in effect with respect to its employees or other person, (iii) lease
      or
      other commitment for the rental of office space, storage, or other facilities,
      (iv) contract or lease agreement for the acquisition or lease of motor vehicles,
      (v) insurance policy covering its properties, buildings, machinery, equipment,
      furniture, fixtures or operations, or the life of any person; (vi) material
      contract or commitment not made in the ordinary course of
      business.


    
      
        
        

      

      
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STOCK PURCHASE AGREEMENT

     

    9.           Representations
      of DVSO - continued

    


    (i) The
      execution and carrying out of this Agreement and compliance with the terms
      and
      provisions hereof by DVSO will not conflict with or result in any material
      breach of any of the terms, conditions, or provisions of, or constitute a
      default under, or result in the creation of, any lien, charge or encumbrance
      upon any of the property or assets of DVSO or any of its subsidiaries pursuant
      to any corporate charter, bylaw, indenture, mortgage, agreement (other than
      that
      which is created by virtue of this Agreement), or other instrument to which
      DVSO
      or any of its subsidiaries is a party or by which they are bound or
      affected.

    


    (j) This
      Agreement and the memoranda and documents to be furnished hereunder on behalf
      of
      DVSO do not and will not contain any untrue statement of a material fact nor
      omit to state a material fact necessary to be stated in order to make the
      statements contained herein and therein not misleading; and there is not fact
      which materially adversely affects or in the future (so far as DVSO can now
      foresee) will materially adversely affect the business operations, affairs
      or
      condition of DVSO or its subsidiaries or any of the properties or assets which
      has not been set forth in this Agreement and other documents and papers
      furnished hereunder.

    


    10.           Representations
      of SOE

    


    SOE
      represents, warrants and agrees that:

    


    (a)
       SOE is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Arizona. SOE has the corporate power and any
      necessary governmental authority to own or lease its properties now owned or
      leased and to carry on its business as now being conducted. SOE is duly
      qualified to do business and in good standing in every jurisdiction in which
      the
      nature of its business or the character of its properties makes such
      qualification necessary.

    


    (b)
       As of September 24, 2004, the capitalization of SOE and its subsidiaries
      is as set forth in the financial statements previously furnished to DVSO. The
      outstanding capital stock of SOE has been duly authorized and issued and is
      fully paid and nonassessable. SOE has no commitments to issue nor will it issue
      any shares of its capital stock or any securities or obligations convertible
      into or exchangeable for, or giving any person any right to acquire from SOE,
      any shares of its capital stock, except for those shares issued in conformity
      with paragraph 5(b)(iii) above.

     

    (c)
       SOE has furnished DVSO with copies of its 2005 Financial Statements
      together with the Auditors report for its fiscal year ending December 31, 2005,
      consisting of the consolidated balance sheet of SOE and its subsidiaries as
      of
      December 31, 2005, and related statements of consolidated income, stockholders’
equity and changes in financial position for the year then ended. All of the
      above-described financial statements present fairly the consolidated financial
      position of SOE and its subsidiaries, at the  periods indicated, and the
      consolidated results of their operations and changes in their financial position
      for the year and periods then ended in conformity with generally accepted
      accounting principles applied on a consistent basis. SOE has no material
      liabilities or commitments other than as listed or noted in the aforesaid
      financial statements, or as incurred in the ordinary course of business since
      the date of such financial statements, except under agreements described in
      the
      memorandum described in paragraph 10(i) hereof. Since December 31, 2005, to
      the
      date of this Agreement, there has been no material adverse change in the assets
      or liabilities or in the business or condition, financial or otherwise, of
      SOE
      or its consolidated subsidiaries, except in the ordinary course of business
      or
      as contemplated by this Agreement. All tax returns and reports of SOE and its
      subsidiaries required by law to be filed have been duly filed and all taxes,
      assessments and other governmental charges now due (other than any still payable
      without penalty) upon SOE and its subsidiaries or upon any of their properties
      or assets, have been paid. All amounts which have been reflected as liabilities
      on the books of SOE and its subsidiaries in respect of taxes are considered
      adequate and SOE does not know of any actual or proposed additional assessments
      in respect of taxes, against either it or its subsidiaries.

    


    (d)
       Subsequent to December 31, 2005, SOE has not declared or paid any
      dividends on its outstanding shares of common stock or declared or made any
      distribution on, or directly or indirectly redeemed, purchased or otherwise
      acquired any of its outstanding stock or authorized the creation or issuance
      of,
      or issued any additional shares of stock, or agreed to take any such action,
      except as expressly provided for in paragraph 5(a)(iii) above in this Agreement.
      SOE will not take any such action during the period between the date hereof
      and
      the Closing Date except as provided herein.


    
      
        
        

      

      
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STOCK PURCHASE AGREEMENT

     

    10.           Representations
      of SOE - continued

     

    (e)
       Neither SOE nor any of its subsidiaries is engaged in or a party to, or to
      the knowledge of SOE threatened with, any material legal action or other
      proceeding before any court or administrative agency.

    


    (f)
       There has not been, since December 31, 2005, and will not be prior to the
      Closing Date, a purchase or sale or any other acquisition, transfer or
      distribution of any assets or properties on the part of SOE or its subsidiaries
      except in the ordinary course of business.

    


    (g)
       Except in each case as set forth in a memorandum to be prepared by SOE and
      furnished to DVSO, as of the date of this Agreement neither SOE nor any of
      its
      subsidiaries is a holder of or a party to any: (1) written or oral contract
      for
      the employment of any officer or any other person, (ii) bonus, pension, profit
      sharing, retirement, stock purchase, stock option, insurance, or similar plan
      or
      practice in effect with respect to its employees or other person, (iii)
      continuing contract for future purchase, sales, lease or distribution of
      materials, services, supplies, products, or equipment involving annual payments
      in excess of $10,000, (iv) lease or other commitment for the rental of office
      space, storage, or other facilities, (v) contract or lease agreement for the
      acquisition or lease of motor vehicles, (vi) contracts in force with employees
      or others relating in whole or in part to disclosure, assignment or patenting
      of
      any inventions, discoveries, improvements, shop rights, processes, formulae
      or
      other know-how, presently owned or held, in whole or in part, by SOE or its
      subsidiaries, (vii) insurance policy covering its properties, buildings,
      machinery, equipment, furniture, fixtures or operations, or the life of any
      person; (vi) material contract or commitment not made in the ordinary course
      of
      business.

    


    (h)
       SOE has the corporate power to enter into this Agreement, the execution
      and delivery and performance of this Agreement have been duly authorized by
      all
      requisite corporate action, and this Agreement constitutes the valid and binding
      obligation of SOE.

    


    (i)
       The execution and carrying out of this Agreement and compliance with the
      terms and provisions hereof by SOE will not conflict with or result in any
      material breach of any of the terms, conditions, or provisions of, or constitute
      a default under, or result in the creation of, any lien, charge or encumbrance
      upon any of the property or assets of SOE or any of its subsidiaries pursuant
      to
      any corporate charter, bylaw, indenture, mortgage, agreement (other than that
      which is created by virtue of this Agreement), or other instrument to which
      SOE
      or any of its subsidiaries is a party or by which they are bound or
      affected.

    


    (j) This
      Agreement and the
      memoranda and documents to be furnished hereunder on behalf of SOE do not and
      will not contain any untrue statement of a material fact nor omit to state
      a
      material fact necessary to be stated in order to make the statements contained
      herein and therein not misleading; and there is not fact which materially
      adversely affects or in the future (so far as SOE can now foresee) will
      materially adversely affect the business operations, affairs or condition of
      SOE
      or its subsidiaries or any of the properties or assets which has not been set
      forth in this Agreement and other documents and papers furnished
      hereunder.

    


    11.           Survival
      of Warranties

    


    The
      representations and warranties made herein by DVSO and SOE shall survive the
      Closing hereunder.

    


    12.           Conditions
      to the Obligations of DVSO

    


    The
      obligations of DVSO hereunder are subject to the satisfaction on or before
      Closing Date of the following conditions:

    


    (a)
       This Agreement and the transactions contemplated hereby shall have been
      approved by the requisite vote of the outstanding shares of SOE Common
      Stock.

    


    (b)
       SOE shall have furnished DVSO with (1) a certified copy of resolutions
      duly adopted by the holders of more than fifty percent (50%) of its issued
      and
      outstanding shares of SOE Common Stock entitled to vote, evidencing approval
      of
      this Agreement and the Exchange Agreement and the transactions contemplated
      hereby and thereby; (2) one certified copy of resolutions duly adopted by the
      Board of Directors of SOE approving the execution and delivery of this Agreement
      and the Exchange Agreement and authorizing all necessary or proper corporate
      action to enable SOE to comply with the terms hereof and thereof; and (3) a
      certificate of SOE’s President or Secretary that each of SOE’s officers and
      directors have resigned, as of the effective date subsequent to the actions
      indicted in subparagraphs (1) and (2) of this paragraph 12(b).


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    12.           Conditions
      to the Obligations of DVSO - continued


     

    (c)
       The representation and warranties of SOE contained in this Agreement shall
      be true in all material respects on and as of the Closing Date with the same
      effect as though such representations and warranties had been made on and as
      of
      such date, except for changes permitted by this Agreement or those incurred
      in
      the ordinary course of business, and DVSO shall have received from SOE at the
      Closing a certificate, dated the Closing Date, of the President or Vice
      President of SOE to that effect.

    


    (d)
       Each and all of the respective agreements of SOE to be performed on or
      before the Closing Date pursuant to the terms hereof shall in all material
      respects have been duly performed and SOE shall have delivered to DVSO a
      certificate date the Closing Date, of the President or Vice President of SOE
      to
      that effect.

    


    (e)
       SOE shall have furnished DVSO with copies of its audited Financial
      Statements together with the Auditor’s report for all fiscal years ended prior
      to the Closing Date and for the current year from its beginning to 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.

    


    13.           Conditions
      to the Obligations of SOE

    


    The
      obligations of SOE hereunder are subject to the satisfaction on or before
      Closing Date of the following conditions:

    


    (a) This
      Agreement and the transactions contemplated hereby shall have been approved
      by
      the requisite vote of the outstanding shares of SOE Common Stock.

    


    (b) All
      the terms and covenants of this Agreement to be complied with or performed
      by
      DVSO shall have been fully complied with and performed in all material
      respects.

    


    (c) The
      representation and warranties of DVSO contained in this Agreement shall be
      true
      in all material respects on and as of the Closing Date with the same effect
      as
      though such representations and warranties had been made on and as of such
      date,
      and DVSO shall have delivered to SOE at the Closing a certificate, dated the
      Closing Date, of the President or Vice President of SOE to that
      effect.

    


    (d) The
      necessary approvals described in paragraph 6 hereof shall have been
      granted.

    


    (e) On
      the Closing Date, DVSO shall have furnished SOE with (1) a certified copy of
      resolutions duly adopted by the holders of more than fifty percent (50%) of
      its
      issued and outstanding shares of DVSO Common Stock entitled to vote, evidencing
      approval of this Agreement and the Exchange Agreement and the transactions
      contemplated hereby and thereby; and (2) a certified copy of DVSO approving
      the
      execution and delivery of this Agreement and authorizing all necessary and
      proper corporate action to enable DVSO to comply with the terms and conditions
      of this Agreement.

    


    14.           Termination
      and Modification of Rights

    


    (a) This
      Agreement (except for the last three sentences of paragraph 3 hereof) may be
      terminated at any time prior to the Closing Date by (1) mutual consent of the
      parties hereto authorized by their respective Boards of Directors, or (2) upon
      written notice to the other party, by either party, upon authorization of its
      Board of Directors:

    


    (i) if
      in its reasonably exercised judgment there shall have occurred a material
      adverse change in the financial condition or business of the other party or
      the
      other party shall have suffered a material loss or damage to any of its property
      or assets, which change, loss or damage materially affects or impairs the
      ability of the other party to conduct its business, or if any previously
      undisclosed condition which materially adversely affects the earning power
      or
      assets of either party comes to the attention of the other
      party;


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    14.           Termination
      and Modification of Rights - continued

    


    (ii) if
      the terms, covenants or conditions of this Agreement to be complied with or
      performed by one of the other parties at or before the Closing Date shall not
      have been materially complied with or performed at the time required for such
      compliance or performance and such noncompliance or nonperformance shall not
      have been waived by the party giving notice of termination;

    


    (iii) if
      any action or proceeding
      shall have been instituted or threatened before a court or other governmental
      body or by any public authority to restrain or prohibit the transaction
      contemplated by this Agreement or if the consummation of such transaction would
      subject either of such parties to liability for breach of any law or regulation;
      or

    


    (b)
       As provided in paragraph 2(a) this Agreement may be terminated by either
      party hereto upon notice to the other in the event the Closing shall not beheld
      by June 30, 2007.

    


    (c)
       Any terms or conditions of this Agreement may be waived at any time by the
      party hereto which is entitled to the benefit thereof, by action taken by the
      Board of Directors of such party; and any such term or condition may be amended
      at any time, by an agreement in writing executed by the chairman of the Board,
      the President or any Vice President of each of the parties pursuant to
      authorization by the respective Board of Directors; provided, however, that
      no
      amendment of any principal term of the Exchange Agreement shall be effected
      after approval of this Agreement by the shareholders of SOE, unless such
      amendment is approved by such shareholders in accordance with the respective
      state corporation law.

    


    15.           Expenses

    


    Except
      to
      the extent otherwise provided in paragraph 5(c) of this Agreement, in the event
      this Agreement is terminated without consummation at the Closing, DVSO and
      SOE
      shall each pay all of its respective expenses incurred for the purpose of
      carrying this Agreement into effect.

    


    16.           Finders

    


    Each
      of
      the parties represents that no broker, agent, finder or similar person has
      been
      retained or paid and that no brokerage fee or other commission has been agreed
      to be paid for or on account of this Agreement.

    


    17.           Governing
      Law and Venue

    


    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of Arizona, United States of America. The parties hereby expressly
      agree that the proper venue for any claim or cause of action by the parties
      shall be the district Court for Maricopa, Arizona, and each party upon execution
      of this Agreement consents to the service of process from such
      court.

    


    18.           Notices

    


    All
      notices or other communications required or permitted hereunder shall be
      sufficiently given if sent by certified mail, postage prepaid, addressed as
      follows:

    


    


    If
      to
      DVSO:                                       Dimensional
      Visions Incorporated

    8777
      N. Gainey Center Dr., Suite
      191

    Scottsdale,
      AZ 85281

    


    With
      a copy to:

    


    Kenneth
      R. Pinckard, Esq.

    3104
      E. Camelback Rd., Suite
      245

    Phoenix,
      AZ 85016

    


    If
      to
      SOE:                                           Studio
      One Entertainment, Inc.

    Attn:
      Larry Ryckman

    13470
      N. 85 th Place

    Scottsdale,
      AZ 85260

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        STOCK
          PURCHASE
          AGREEMENT

      

    

     

    19.           Binding
      Nature and Assignment

    


    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors, but it may not be assigned by any party without
      the consent of the other.

    


    20.           Assignment

    


    Rights
      ad
      obligations of a party to this Agreement may not be assigned or transferred
      without the other party’s prior written consent.

    


    21.           Modification

    


    No
      modification or amendment of this Agreement shall be valid unless it is in
      writing and signed by both parties hereto.

    


    22.           Complete
      Agreement

    


    This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior agreements and understandings between the parties.

    


    23.           Waiver

    


    The
      waiver by either party of a breach of any term in this Agreement shall not
      operate as, or be construed as, a waiver of any subsequent breach.

    


    24.           Headings

    


    The
      headings in this Agreement are inserted for convenience only and shall not
      be
      considered in interpreting the provisions hereof.

    


    25.           Counterparts

    


    This
      Agreement may be executed in two or more counterparts by the parties hereto
      by
      their respective officers thereunto duly authorized by a majority of their
      directors as of the date first above written.

    


    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
      by
      their respective officers thereto duly authorized by a majority of their
      directors as of the date first above written.

    


    
      
        	DIMENSIONAL
                VISIONS
                INCORPORATED
	 	 
	
                By:
                  

              	/s/ Preston
                J.
                Shea 
	 	Preston
                J.
                Shea 
	 	Title:
                President
	 	 


      

       

      
        	STUDIO
                ONE ENTERTAINMENT,
                INC.
	 	 
	
                By:
                  

              	/s/ Lawrence
                H.
                Ryckman 
	 	Lawrence
                H.
                Ryckman  
	 	Title:
                Chairman and Chief
                Executive Officer
	 	 


      

       

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT


    EXHIBIT
      “A”

    


    


    AGREEMENT
      OF EXCHANGE

    OF

    DIMENSIONAL
      VISIONS INCORPORATED

    AND

    STUDIO
      ONE ENTERTAINMENT, INC.

    


    


    AGREEMENT
      OF EXCHANGE made as of the _____ day of ________________, 20__, by and between
      Dimensional Visions Incorporated, a Delaware corporation (herein, “DVSO”), and
      Studio One Entertainment, Inc., an Arizona corporation (herein, “SOE”). DVSO and
      SOE are sometimes hereinafter collectively referred to as the “Constituent
      Corporations”.

    


    RECITALS:

    


    DVSO
      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 “DVSO
      Common Stock”) of which no more than 4,000,000 shares of DVSO 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 approximately 6,500,000 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.

    


    DVSO
      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 DVSO 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.

    


    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 DVSO
      Common Stock to be issued upon the Effective Date of the Exchange. DVSO 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 DVSO, (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.

    


    1.3
      DVSO 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, DVSO will issue certificates representing that
      number of shares of common stock, $.001 par value per share, or DVSO
      (collectively, “Exchange Shares”) for which shares of DVSO 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.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    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 DVSO 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, DVSO 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
      DVSO’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.

    


    2.3
      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 DVSO 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.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      
STOCK PURCHASE AGREEMENT

     

    EXCHANGE
      OF SHARES -
continued

    
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

    


    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.

    


    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.

     

    


    
      	DIMENSIONAL
              VISIONS
              INCORPORATED
	 	 
	
              By:
                

            	/s/ Preston
              J.
              Shea 
	 	Preston
              J.
              Shea 
	 	President
	 	 


    

     

    
      	STUDIO
              ONE ENTERTAINMENT,
              INC.
	 	 
	
              By:
                

            	/s/ Lawrence
              H.
              Ryckman 
	 	Lawrence
              H.
              Ryckman  
	 	Chairman
              and Chief Executive
              Officer
	 	 


    

     

     

     

     13