AMENDMENT NO. 1 ? ASSET PURCHASE AGREEMENT

Amendment No. 1, dated as of August 1, 2008 (“Amendment”), to the Asset Purchase Agreement, dated May 15, 2008 (the “Original Agreement” and, as amended hereby, the “Agreement”) by and between BPA ASSOCIATES, LLC, a Massachusetts  limited liability company having an address at 208 Common Street, Watertown, Massachusetts 02172 (“Seller”) and SAHARA MEDIA INC., a Delaware Corporation, with offices at 75 Franklin Street, 2 ^nd Floor, New York, New York 10013 (“Purchaser”). Capitalized terms used but not defined herein have the meanings given to them in the Original Agreement.

R E C I T A L S :

WHEREAS, pursuant to a letter of intent by and between Purchaser and Mac Filmworks, Inc. (“Mac Filmworks”), Mac Filmworks has expressed its intent to acquire all of the issued and outstanding capital stock of Purchaser (the “Reorganization”);

WHEREAS, Purchaser has not yet assumed ownership of the Database;

WHEREAS, concurrently with the consummation of the Reorganization, the Purchaser wishes to complete the purchase of the Database;

WHEREAS, concurrently with the consummation of the Reorganization, the Seller wishes to sell the Database to the Purchaser;

WHEREAS, in order to more accurately describe their intentions, the Purchaser and the Seller wish to amend the Original Agreement on the terms set forth herein.

NOW THEREFORE, the parties agree as follows:

SECTION 1. AMENDMENTS

Section 1.2 Amendment to Section 2 of the Original Agreement . Section 2 of the Original Agreement (Purchase Price Allocation) is hereby amended and restated in its entirety as follows:

“2 Purchase Price and Allocation” In consideration for the sale, assignment, transfer and delivery as well as for the pledging of the Assets as collateral for Purchaser’s bridge financing, Purchaser shall pay to Seller’s order, in certified funds, cashier’s check or money order, the aggregate amount of Eight Hundred Twenty Five Thousand Dollars ($825,000) and One Million Four Hundred Twenty Five Thousand (1,425,000) founder shares at $.00001 par value, of which 350,000 shall include piggy back registration rights (the “Purchase Price”).  The Purchase Price shall be payable as follows: