ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement"), dated as of June 9, 2000, is entered into by and among Sunset
Productions, Inc., a Colorado corporation ("Sunset"), SoundWorks International, Inc., a Nevada corporation
("SoundWorks"), and Santa Fe Acquisitions, Inc., a Delaware corporation ("Santa Fe").
A. Sunset wishes to sell, and Santa Fe wishes to purchase, all of the assets of Sunset.
B. Representatives of SoundWorks have previously executed a letter of intent with respect to SoundWorks'
acquisition of Santa Fe after Santa Fe has concluded its purchase of the assets of Sunset pursuant to this
Agreement. A true and correct copy of SoundWorks' letter of intent is attached hereto as Exhibit A.
C. Representatives of Sunset and Santa Fe have previously executed a letter of intent with respect to Santa Fe's
acquisition of Sunset's assets, dated February 11, 2000 (the "Letter of Intent"), which Letter of Intent was
subsequently modified pursuant to an addendum dated February 17, 2000 (the "Addendum"). True and correct
copies of the Letter of Intent and Addendum are attached hereto as Exhibits B and C, respectively.
D. Pursuant to the Letter of Intent and Addendum, the total purchase price of approximately $348,000 was to be
paid by Santa Fe on or before ninety (90) days from February 11, 2000 (May 11, 2000). The parties have
agreed to extend the closing date until on or before October 1, 2000. The parties wish to provide for
transportation and care of Sunset's assets, and the payment of Sunset's loans, during the period from the date
hereof until October 1, 2000 or until Santa Fe has paid the full purchase price for the acquisition of Sunset's
1. The terms of the Letter of Intent and Addendum are incorporated hertein by reference and reconfirmed by the
parties, except as modified below. By its execution of this Agreement. SoundWorks hereby acknowledges its
acceptance of the terms and conditions of the letters of intent and