ACQUISITION AGREEMENT

This Acquisition Agreement (“Agreement”) made on this 27th day of October 2009, by and between Artfest International, Inc. , a public corporation organized under the laws of Nevada (the “Company”), with its principle place of business at 15851 Dallas Parkway, Suite 600 Addison, TX 75001, and Luxor International (“LXI”), a private company organized under the laws of Nevada, with its principal place of business at 4035 Monument Lane, Frisco Texas 75034.

In consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

1.01            Acquisition . The Company will acquire 100% of the assets listed in Exhibit A attached hereto, in exchange for Five Million ($5,000,000) dollars to be paid in $1,000,000 dollars and $4,000,000 worth of Common shares of the Company’s stock.

1.02              Closing .  The Closing of this transaction will take place on October 28, 2009, under the terms described in Article IV of this Agreement, unless mutually extended by the parties.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to LXI the following:

2.01            Organization .   The Company is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada and has all necessary corporate powers to own properties and carry on its business. All actions taken by the incorporators, Directors and/or shareholders of Company have been valid and in accordance with all applicable laws.

2.02            Capital . The authorized capital stock of Company consists of 1,000,000,000 shares of Common Stock, of which 961,320,064 shares are issued and outstanding and 5,000,000 shares of Preferred Stock, of which 3,000,000 are issued and outstanding. All outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. At the Closing, there may be outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating the Company to issue or transfer from treasury any additional shares of its capital stock.  None of the outstanding shares of the Company are subject to any stock restriction agreements.

2.03            Financial Statements .   The audited balance sheet as of June 30, 2009, and the related statements of income and retained earnings for the periods then ended fairly present the financial position of the Company as of the dates of the balance sheets included in the financial statements, and the results of its operations for the period indicated.