ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into as of August 14, 2008 (the “Agreement Date”) by and between Zeezoo Software Corp., a Nevada corporation (the “Purchaser”) and Enhance Skin Products Inc., a Province of Ontario, Canada corporation (the “Seller).

WHEREAS, the Purchaser desires to purchase and acquire from the Seller and the Seller desires to sell and assign to the Purchaser all of the Seller’s rights, title and interest in certain assets and certain listed liabilities that belong to the Seller specifically set forth in Schedule A attached hereto (the “ Assets and Liabilities ”); and

WHEREAS, the parties desire to enter into this Agreement to set forth their mutual agreements concerning the above matter;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:

1.1.   Sale of Assets and Liabilities . Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements contained herein, at the closing of the transactions contemplated hereby, the Seller will sell, convey, assign and transfer the Assets and Liabilities to the Purchaser, and the Purchaser will purchase and acquire the Assets and Liabilities from the Seller.

1.2.   Consideration .  In consideration of the sale, transfer and assignment to the Purchaser of the Assets and Liabilities, the Purchaser shall, at Closing, issue in the name of the Seller or in such other name as the Seller may otherwise direct, an aggregate of 27,500,000 shares of common stock of the Purchaser (the “ Shares ”) equal to approximately 57.6% of the shares of common stock of the Purchaser on a fully diluted basis (hereinafter referred to as the “ Purchase Price ”) as of the Closing Date and the transaction set forth in this Agreement.

1.3.   The Closing . The transfer and delivery of the documents transferring the Assets and Liabilities to the Purchaser and the Shares to the Seller and the exchange and delivery by the parties of the other documents and instruments contemplated by this Agreement, (the “ Closing ”) will take place on the date hereof, subject to the satisfaction or waiver (by the party receiving the benefit thereof) of the conditions precedent set forth in Section 5 of this Agreement (the “ Closing Date ”) at the offices of Ellenoff Grossman & Schole LLP, 150 East 42nd Street, New York, New York 10017, or at such other place upon which the parties shall agree.

1.4.   Deliveries. At the Closing on the Closing Date:

1.5.   Expenses of Seller . Any liability or obligation of the Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants and other experts employed by Seller shall be paid by the Purchaser following the Closing.

To induce the Purchaser to execute, deliver and perform this Agreement, and in acknowledgement of the Purchaser’s reliance on the following representations and warranties (in addition to the representations and warranties in Section 1.1), the Seller represents and warrants to the Purchaser as follows as of the date hereof and as of the Closing Date:

2.1.   Organization . The Seller is a corporation duly organized, validly existing and in good standing under the applicable laws of the Province of Ontario, Canada, with the power and authority to conduct its business as it is now being conducted and to own its assets.

2.2.   Power and Authority . The Seller has the power and authority to execute, deliver, and perform this Agreement and the other agreements and instruments to be executed and delivered by it in connection with the transactions contemplated hereby, and the Seller will have taken all necessary action to authorize the execution and delivery of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby, including but not limited to the receipt of all necessary regulatory approvals. The execution, delivery and performance by the Seller of the Agreement have been duly authorized. This Agreement is, and the other agreements and instruments to be executed and delivered by the Seller in connection with the transactions contemplated hereby, when such other agreements and instruments are executed and delivered, shall be, the valid and legally binding obligations of the Seller enforceable against the Seller in accordance with their respective terms.

2.3.   Directors and Officers of Seller . The duly elected or appointed directors and the duly appointed officers of Seller are as set out in Schedule 2.3.

2.4.   Non-Contravention . Except as disclosed in Schedule 2.4, to the Seller’s knowledge, neither the execution, delivery and/or performance of this Agreement, nor the consummation of the transactions contemplated hereby, will:

(a)    conflict with, result in a violation of, cause a default under (with or without notice, lapse   of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Seller under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller, or any of its material property or assets;

(c)   violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority in the Province of Ontario, Canada that would result in a Material Adverse Effect (defined below).

2.5.   Actions and Proceedings . Except as disclosed in Schedule 2.5 hereto, to the knowledge of Seller, (i) there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Seller or which involves any of the business, or the properties or assets of Seller that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, or conditions of an entity such as Seller or Purchaser, as the case may be, taken as a whole (a “ Material Adverse Effect ” ), and (ii) there is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Material Adverse Effect.

2.6.   Compliance . 

(a)   To the knowledge of Seller, Seller is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other regulation in the Province of Ontario, Canada that would constitute a Material Adverse Effect;

(b)   To the knowledge of Seller, Seller is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would result in a Material Adverse Effect; and

(c)   To the knowledge of Seller, Seller has duly filed all reports and a return required to be filed by it with governmental authorities in the Province of Ontario, Canada and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. To the knowledge of Seller, all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of Seller, threatened, and none of them will be adversely affected by the consummation of this Agreement.

2.7.   Filings, Consents and Approvals . Except as set forth in Schedule 2.7, to the knowledge of Seller, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Seller of the transactions contemplated by this Agreement.

2.8.   Intellectual Property .

(a)   As of Closing Date, to the knowledge of Seller, except as set forth in Schedule 2.8(a), it exclusively owns, or is authorized to use, legally enforceable intellectual property rights in and to all of Seller’s intellectual property.

(i)   Schedule 2.8(a)(i)   hereto sets forth, among other things, all United States and foreign: (i) patents and patent applications, (ii) registered or applied for trademarks, trade names, brand names and corporate names, and service marks, (iii) Internet domain name registrations and applications and (iv) copyright registrations and applications owned or licensed by Seller in each case described in clauses (i) through (iv), that are material to the operations of the Business as presently conducted, specifying as to each item, as applicable: (A) the title of the item; (B) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed; and (C) the issuance, registration or application numbers and dates.

(ii)   Schedule 2.8(a)(ii) hereto further sets forth all material licenses, sublicenses and other agreements or permissions under which the Seller is a licensor or licensee or otherwise is authorized to use or practice any intellectual property. Seller has provided to Purchaser a true and complete copy of all such licenses, sublicenses and other agreements or permissions listed on Schedule A.

(iii)   Schedule 2.8(a)(iii) hereto further sets forth and describes the status of any material agreements involving intellectual property currently in negotiation or proposed by the Seller.

(b)   Except as set forth on Schedule 2.8(b) hereto, the Seller owns, free and clear of all liens or has the right to use all intellectual property used in the business of Seller or that is necessary for the operation of the Seller’s business.

(c)   Except as set forth on Schedule 2.8(c) hereto, the Seller has not been, during the three years preceding the date of this Agreement, a party to any claim, nor, to the knowledge of the Seller, is any claim threatened in writing, that challenges the validity, enforceability, ownership or right to use, sell or license any intellectual property, except for claims that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Seller, no third party is infringing upon any intellectual property except for infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(d)   The Seller has taken all commercially reasonable precautions to protect the secrecy, confidentiality, and value of its trade secrets and the proprietary nature and value of the technology included in the intellectual property, except for failures to take such precautions that, individually or in the aggregate, have not resulted and could not reasonably be expected to have a Material Adverse Effect.

(e)   The Seller is not, and, as a result of the execution and delivery of this Agreement or its performance of its obligations hereunder, will not be, in violation of any agreement relating to any intellectual property used in the Seller’s business, except for violation that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. After the completion of the transactions contemplated by this Agreement, the Purchaser will own all right, title and interest in and to or have a license to use all intellectual property of Seller as of the Closing Date, except for failures to own or have available for use that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect.

2.9.   Tax Matters.   All Federal, provincial and other tax returns and reports of the Seller required by law to be filed have been duly filed, and all federal, provincial and other taxes, assessments, fees and other governmental charges upon the Seller with respect to its properties, assets, incomes, franchises or business which are due and payable have been paid or a reasonable reserve for such payment established on the Seller’s balance sheet.

2.10.   Investor Representations. The Seller acknowledges and agrees that the Shares representing the Purchase Price will be offered and sold to the Seller without such offers and sales being registered under the United States Securities Act of 1933, as amended (the “ Securities Act ”). As such, the Seller further acknowledges and agrees that all Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act.

2.11.   Share Certificates. The Seller acknowledges and agrees that legend in substantially the following form will be placed on any certificate(s) evidencing the Shares:

THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR UNDER ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH DISPOSITION IS THEN IN EFFECT OR UNLESS THE PERSON PROPOSING TO MAKE THE DISPOSITION SHALL FURNISH, WITH RESPECT TO SUCH DISPOSITION, AN OPINION OF COUNSEL (BOTH COUNSEL AND OPINION TO BE SATISFACTORY TO THE CORPORATION) TO THE EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION WILL NOT INVOLVE ANY VIOLATION OF THE REGISTRATION PROVISIONS OF THE ACT (OR ANY SUPERSEDING STATUTE) OR ANY APPLICABLE STATE SECURITIES LAWS.

2.12.   Issuance of Shares. The Seller represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such covenants, representations and warranties in connection with the issuance of the Shares to the Seller:

(a)   the Seller has such knowledge, sophistication and experience in business and financial matters such that it is capable of evaluating the merits and risks of the investment in the Shares. The Seller has evaluated the merits and risks of an investment in the Shares. The Seller can bear the economic risk of this investment, and is able to afford a complete loss of this investment;

(b)   the Seller acknowledges that the Purchaser’s success is subject to a number of significant risks, including the risk that the Purchaser will not be able to finance its plan of operations. The Seller further acknowledges that (i) the Purchaser has limited cash and working capital, (ii) the Purchaser will have to raise additional capital in order to finance its plan of operations which capital may be raised by the issuance of additional shares of its common stock which will result in dilution to the Seller, and (iii) the Purchaser is working on the Financing (defined below) but there is no assurance that the Financing will be completed;

(c)   the Shares will be acquired by the Seller for investment for the Seller's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and, except for possible transfers of a portion of the Shares to officers, directors, agents, shareholders and up to five creditors of the Seller, that the Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares;

(d)   the Seller has been afforded access to information about the Purchaser and the Purchaser’s financial condition, results of operations, business, properties, management and prospects sufficient it to evaluate its investment in the Shares. The Seller further represents that it has had an opportunity to ask questions and receive answers from representatives of the Purchaser regarding the terms and conditions of the offerings completed by the Purchaser and the business, properties, prospects and financial condition of the Purchaser, each as is necessary to evaluate the merits and risks of investing in the Shares. The Seller believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Shares. The Seller has had full opportunity to discuss this information with the Seller’s legal and financial advisers prior to execution of this Agreement;

(e)   the Seller acknowledges that the Purchaser will rely on these representations in completing the issuance of the Shares to the Seller;

(f)   the Seller acknowledges that the offering of the Shares by the Purchaser has not been reviewed by the United States Securities and Exchange Commission or any state securities regulatory authority; and

(g)   this Agreement has been duly authorized, validly executed and delivered by the Seller.

To induce the Seller to execute, deliver and perform this Agreement, and in acknowledgement of Seller’s reliance on the following representations and warranties, the Purchaser hereby represents and warrants to the Seller as follows as of the date hereof and as of the Closing Date:

3.1.   Organization . The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the power and authority to conduct its business as it is now being conducted and to own and lease its properties and assets.

3.2.   Share Capital . The Purchaser has authorized capital consisting of 100,000,000 shares of Common Stock, of which 68,160,000 shares of Common Stock are issued and outstanding prior to the completion of the transactions contemplated hereby. Upon the completion of the transactions conte