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TABLE OF CONTENTS

ARTICLE I PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF LIABILITIES		Page
Section 1.1	Purchase and Sale of Assets	1
Section 1.2	Purchase Price	1
Section 1.3	Closing: Closing Date	2
Section 1.4	Post Closing Access	3
Section 1.5	Further Assurances	3
Section 1.6	Allocation of Purchase Price	3
ARTICLE II REPRESENTATONS AND WARRANTIES OF SELLER		4
Section 2.1	Organization and Qualifications of Seller	4
Section 2.2	Organizational Documents	4
Section 2.3	Authority: Binding Obligation	4
Section 2.4	No Conflict: Required Consents	5
Section 2.5	Absence of Undisclosed Liability	5
Section 2.6	Personal Property	5
Section 2.7	Intellectual Property	5
Section 2.8	No Material Adverse Change	7
ARTICLE III REPRESENTATION AND WARRANTIES OF BUYER		7
Section 3.1	Organization of CCGI	7
Section 3.2	Authority: Binding Obligation	7
Section 3.3	No Conflict: Required Consents	7
Section 3.4	Broker Fees	8
ARTICLE IV COVENANTS		8
Section 4.1	Events of Default	8
Section 4.2	Notice of Default	10
Section 4.3	Consummation of Agreement	10
Section 4.4	Notice to Third Parties	10
Section 4.5	Confidentiality	10
Section 4.6	Supplements to Schedules	11
Section 4.7	Compliance	11
Section 4.8	Severability of Covenants	11
ARTICLE V CONDITIONS OF CLOSING		12
Section 5.1	Condition to the Obligations of the Buyer	12
Section 5.2	Conditions to the Obligations of Seller	12
Section 5.3	Further Conditions to the Obligations of the Buyer and Seller	13
Section 5.4	Condition Subsequent, and Effectiveness of Agreement	13
ARTICLE VI RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING		13
Section 6.1	Survival of Warranties	13
ARTICLE VII TERMINATION		13
Section 7.1	Right to Terminate	13
Section 7.2	Obligations to Cease	14
ARTICLE VIII INDEMNIFICATION		14
Section 8.1	Indemnification of Seller	14
Section 8.2	Indemnification of CCGI	15
Section 8.3	Procedures	15
Section 8.4	Settlement of Claims	15
ARTICLE IX MISCELLAENOUS		16
Section 9.1	Fees and Expenses	16
Section 9.2	Notices	16
Section 9.3	Governing Law	17
Section 9.4	Entire Agreement	17
Section 9.5	Assignability: Binding Effect	17
Section 9.6	Execution in Counterparts	18
Section 9.7	Amendments	18
Section 9.8	Publicity	18
Section 9.9	Agreement to Continue in Full Force	18
Section 9.10	Severability	18

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT dated as of December 21, 2005 (this "Agreement") by and among COLLECTIBLE CONCEPTS GROUP, INC. , Delaware corporation (CCGI or the "Buyer") and PACIFICAP ENTERTAINMENT HOLDINGS, INC., a Delaware corporation ("Seller") (CCGI, Buyer and the Seller are each hereinafter individually referred to as a "Party" and collectively as the "Parties").

W I T N E S S E T H:

WHEREAS, the Seller is engaged, inter alia, in the business of financing films, and also owns certain intellectual property consisting of nostalgic sports footage and a vintage cartoon library as defined in Schedule 1.1(a) (hereinafter, the Film Library) for the purposes of licensing, selling or broadcasting such intellectual property (the "Film Library Business");

WHEREAS, Seller desires to sell, and the Buyer desires to purchase and acquire all of the Assets (as hereinafter defined) including, without limitation, all intellectual property, receivables, and contractual rights and the other assets designated in this agreement and utilized in the Sellers Film Library Business;

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