This Agreement is between:-

Exhibit 2.1

This Agreement is between:-

New York Film Works Inc "NYFW" of 000 Xxxxxxxx Xxx Xxxx XX. 00000 and Bladon Studios Limited "Bladon" of 00 Xxxx Xxxxxx Xxxxxx on the Hill Harrow Middx HA1 3LL on the one part

and

Xxx Xxxxxxxxx of 00 Xxxxxx Xxxx. Xxxxxxx, Xxxxxxx XX0 0XX

Xxxxx Xxxxxxx of Tan-y-Bryn, 00 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxx Xxxxxxxx XX00 0XX

and Xxxxx Xxxxxxx-Xxxxx of 00 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx XX0 0XX

of the other part.

The Parties hereby Agree the following; -

Bladon will acquire the whole of the share capital of Purple Haze Productions Ltd "PHP" (formally Nymrod Productions Limited) for an issue of 250,000 Ordinary Shares in Bladon

Simultaneously NYFW will purchase from Xxx Xxxxxxxxx Xxxxx Xxxxxxx and Xxxxx Xxxxxx-Xxxxx the newly issued Shares in Bladon for a consideration of Warrants in NYFW Common Stock of 47 Million Shares or an equivalent number of new shares amounting to no more than 5% of the re constructed capital of the company currently being undertaken under the Share Proxy drafted which is to be attached to the imminent SEC 10-K Filing.

Conditions Precedent

Completion of Due Diligence on PHP and it's subsidiary Moonlit Pictures Limited to include a satisfactory review of the Audited Accounts of PHP.

This agreement is entered into on the basis of the draft accounts of PHP annexed hereto. Any variation in the Audited accounts will trigger a pro rata adjustment in the number of Bladon share to be issued and a subsequent adjustment in the number of NYFW shares issued to the holders of the new Bladon Stock subject to the maximum 5% stated above

NYFW agree to repay the Loan Account of Xxx Xxxxxxxxx amounting to no more than Sterling £10,000 and to be substituted as guarantor for the Company's Business Loan from NatWest of £14,5000 maximum along with the Overdraft of £7,000 maximum 28 days after acceptance of the Audited Accounts of PHP and completion of Due Diligence on PHP and its subsidiaries.

Agreement NYFW and Xxx Xxxxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxxxxx-Xxxxx

Xxx Xxxxxxxxx will be offered a seat on the Board of NYFW with specific responsibilities for Bladon Studios Limited and that company's Theatre and TV Motion Picture making subsidiaries. Xxx Xxxxxxxxx will also become Managing Director of PHP and Moonlit Pictures Limited

Signed: New York Film Works Inc.

Dated ____________

Signed Xxx Xxxxxxxxx

Dated ____________

Signed: Xxxxx Xxxxxxx

Dated ____________

Signed: Xxxxx Xxxxxx-Xxxxx

Dated ____________