CONSOLIDATED ACQUISITION AGREEMENT

CONSOLIDATED ACQUISITION AGREEMENT

AGREEMENT made this 29th day of March, 2005 by and among HEADLINERS

ENTERTAINMENT GROUP, INC., a Delaware corporation with offices at 501

Bloomfield Avenue, Montclair, NJ 07042 ("Headliners"), PAUL BUTLER, with

offices at 6728 Hyland Croy, Dublin, OH 43016 ("Butler"), and JHF

PROPERTIES, LLC, an Ohio limited liability company with offices at 6728

Hyland Croy, Dublin, OH 43016 ("JHF")

WHEREAS, Headliners is engaged in the business of developing, owning

and operating comedy clubs under the service mark "Rascals" (the "Rascals

Mark") and Butler and JHF (referred to herein collectively as the

"Transferors") are engaged in the business of developing, owning and

operating dance clubs under several service marks, including "Banana

Joe's," "Margarita Mama's," "Red Cheetah," "Parrot Beach" and "Cactus Cafe"

(collectively, the "JHF Marks"); and

WHEREAS, Headliners, Butler and JHF are parties to a "Properties

Acquisition Agreement - Butler" dated June 23, 2004 (the "Butler

Agreement"), Headliners, Butler and JHF are parties to a "Project

Acquisition Agreement" dated June 23, 2004 (the "Projects Agreement"), both

of which were modified by an Omnibus Modification Agreement dated November

22, 2004; and

WHEREAS, the parties wish to modify the two agreements recited above

and to consolidate their terms, as modified, into one single agreement.

NOW, THEREFORE, it is agreed:

A. TERMINATION OF BUTLER AGREEMENT AND PROJECTS AGREEMENT

The Butler Agreement and the Projects Agreement are hereby

terminated, and shall have no further force or effect.

I. ACQUISITION OF PROPERTIES

1.1 The Properties. JHF manages entertainment facilities in

Cincinnati, Kansas City, Tucson, Jackson, Omaha and Louisville that carry

on business under one of the JHF Marks (the "Projects"). Each Project is

owned and operated by an Ohio limited liability company (a "Project Owner")

as follows:

a. 1133 Sycamore St. LLC (Cincinnati)

b. 4115 Mil. Street LLC (Kansas City)

c. 296 N. Stone LLC (Tucson)

d. 6107 Ridgewood Rd LLC (Jackson)

e. 1299 Farnam St LLC (Omaha)

f. JP 4th Street Line LLC (Louisville)

1.2 Initial Closing. On the Initial Closing Date, the Transferors

shall transfer to Headliners all of their record and equity interest in the five

Project Owners other than JP 4th Street Line LLC ("Louisville"). Each of

the Transferors shall execute and deliver such documents as are necessary

to permit Headliners to assume control of the five Project Owners and to

own and operate the businesses carried on by the Projects, including, as

needed, assignments of leaseholds, liquor licenses, permits, and any other

rights, interests and privileges which may be impaired by the assignment of

ownership of a Project Owner. On the Initial Closing Date the Transferors

shall also be deemed to have assigned to Headliners the right to receive

the Net Cash Flow (as defined in Article III herein) of Louisville until

the earlier of (a) a Second Closing pursuant to Section 1.3 hereof or (b) a

termination of the assignment pursuant to Section 3.5.1.3 hereof.

1.3 Second Closing. On the Second Closing Date, the Transferors

shall transfer to Headliners all of their record and equity interest in

Louisville. Each of the Transferors shall execute and deliver such

documents as are necessary to permit Headliners to assume control of

Louisville and to own and operate the business carried on by Louisville,

including, as needed, assignments of leaseholds, liquor licenses, permits,

and any other rights, interests and privileges which may be impaired by the

assignment of ownership of that Project Owner.

1.4 Warranties. The Transferors, jointly and severally, represent

and warrant to Headliners that:

1.4.1 The assignment of the Transferors' interests in the Project

Owners pursuant to Section 1.2 and Section 1.3 will vest in

Headliners all of the right, title and interest in the Project

Owners, free of liens, claims and encumbrances.

1.4.2 The Project Owners hold unencumbered title to the leaseholds

used by the Projects, and have full unencumbered right to the

revenues generated by the Projects.

1.5 Convertible Debenture. On the Initial Closing Date Headliners

will issue to JHF a convertible debenture in the principal amount of Five

Hundred Thousand Dollars ($500,000) and will issue to Butler a convertible

debenture in the principal amount of Four Million Five Hundred Thousand

Dollars ($4,500,000) (collectively, the "Convertible Debentures"). Each of

the Convertible Debentures will be in the form annexed hereto as Appendix

A. The Convertible Debentures, the Two Million Two Hundred Forty Thousand

Dollars ($2,240,000) previously paid by Headliners to JHF, and the other

undertakings by Headliners in this agreement will constitute the

consideration given for the Project Owners.

1.6 Registration Statement. As soon as practicable after the

Initial Closing Date, Headliners shall prepare and file with the Securities

and Exchange Commission a registration statement and such other documents,

including a prospectus, as may be necessary in the opinion of counsel for

Headliners in order to comply with the provisions of the Securities Act, so

as to permit a public sale by JHF and Butler of the common shares issuable

upon conversion of the Convertible Debentures and the shares issued in June

2004 to JHF that are referenced in Section 2.2 of this agreement (the

"Registrable Shares"). In connection with the registration of the

Registrable Shares, Headliners covenants and agrees as follows:

a) Headliners will use its best efforts to cause the

registration statement to be declared effective as promptly as practicable.

b) Until either (i) all of the Registrable Shares have been

sold or (ii) JHF and Butler will be able to sell all of the remaining

Registrable Shares in the public market without a prospectus

within a six month period, Headliners will file such amendments

to the registration statement as are necessary in order to

permit continued use of the prospectus.

c) Headliners acknowledges that JHF and Butler are unfamiliar

with the rules and procedures of the Securities and Exchange

Commission, and will rely on Headliners and its counsel for

compliance therewith.

1.7 Sale of Registrable Shares. Butler and JHF jointly agree that

the maximum number of Registrable Shares which they will sell is that

number of Registrable Shares that yields approximately $100,000 in net

proceeds per week, averaged over a four week period. Upon request (made no

more than once per month), Butler and JHF will account to Headliners for

all sales of Registrable Shares, showing dates of sale and net proceeds.

The parties agree that any material breach by Butler or JHF of the covenant

in this Section 1.7 will justify action by Headliners that will effect a

de-registration of the remaining Registrable Shares. Prior to taking any

action to effect a de-registration of the Registrable Shares, Headliners

will give Butler written notice of the breach and allow him fifteen days to

effect a cure.

1.8 Initial Closing. The "Initial Closing" will take place at the

offices of Headliners within two days after the execution of this

agreement. The date on which the Initial Closing occurs will be the

"Initial Closing Date." At the Initial Closing, in addition to all

deliveries recited herein, each party will deliver to the other a

certification attesting that the warranties and representations of that

party made herein are true and correct on the Closing Date as if made with

reference to the Closing Date. In the event that the Closing has not

occurred on or prior to March 31, 2005, any of the parties may terminate

this Agreement by notice to the other parties.

1.9 Second Closing. The "Second Closing" will take place at the

offices of Headliners on a date fixed by Headliners in a Closing Notice

addressed to JHF. The date on which the Second Closing occurs will be the

"Second Closing Date." The "Closing Notice" may be given at any time after

the net proceeds realized by JHF from sale of shares obtained pursuant to

Section 3.5.1 of this agreement equal or exceed Two Million Three Hundred

Thousand Dollars ($2,300,000).

II ADDITIONAL PROJECTS

2.1 The Virginia Project. The parties have commenced development

of a project in Hampton VA (the "Virginia Project"). Prior to this date

JHF has delivered to Headliners a design for the Virginia Project, which

has been approved by Headliners. The Virginia Project will include a

comedy club utilizing the Rascals Mark and related trade dress in close

location to a dance club utilizing one of the JHF Marks and related trade

dress. Headliners hereby retains JHF to design and develop the Virginia

Project.

2.2 Virginia Fee. JHF will be responsible for supervising the

development and construction of the Virginia Project. The "Fee" charged by

JHF to Headliners for design, development and completion of the Virginia

Project is One Million Four Hundred Thousand Dollars ($1,400,000) plus the

value of the seven million common shares issued by Headliners to JHF in

June 2004. The cash Fee will be payable at the Initial Closing. The Fee

includes all costs and expenses of bringing the Virginia Project to its

opening, including materials, labor, subcontractor invoices, and all

compensation to be paid to JHF for its services and reimbursement of JHF's

expenses. In the event that due to extraordinary, unforeseen

circumstances, the Fee proves inadequate for the Virginia Project, JHF will

provide Headliners with a detailed explanation of the cost overrun, and the

parties will negotiate in good faith towards a resolution of the issue.

Headliners acknowledges its understanding that the following items in

connection with the initiation of operations of the Virginia Project are

not included in the Fee and must be funded otherwise: inventory, training

wages, advertising, initial cash drawer and similar expenditures.

2.3 Virginia Development. JHF has organized an Ohio limited

liability company named "JEP, Power Plant Way, LLC" (the "Virginia LLC")

and owns all of the equity in the Virginia LLC. JHF will retain, in its

own name and for its account or in the name of the Virginia LLC and for its

account, such architects, contractors, and tradesmen as are required to

construct the Project. JHF has delivered to Headliners a written schedule

for completion of the Project, identifying and scheduling all significant

development events.

2.4 Virginia Cash Flow. The Net Cash Flow (as defined in Article

III hereof) from the Virginia Project is hereby assigned to Headliners

until the earlier of (a) a Virginia Closing pursuant to Section 2.5 hereof

or (b) a termination of the assignment pursuant to either Section 3.5.1.1

or Section 3.5.1.2 hereof.

2.5 Virginia Closing. The "Virginia Closing" will take place at

the offices of Headliners on a date fixed by Headliners in a Virginia

Closing Notice addressed to JHF. The date on which the Virginia Closing

occurs will be the "Virginia Closing Date." The "Virginia Closing Notice"

may be given at any time after the net proceeds realized by JHF from sale

of shares obtained pursuant to Section 3.5.1 of this agreement equal or

exceed One Million Three Hundred Thousand Dollars ($1,300,000). On the

Virginia Closing Date, JHF shall transfer to Headliners all of its record

and equity interest in the Virginia LLC. JHF shall execute and deliver

such documents as are necessary to permit Headliners to assume control of

the Virginia LLC and to own and operate the business carried on by the

Virginia LLC, including, as needed, assignments of leaseholds, liquor

licenses, permits, and any other rights, interests and privileges which may

be impaired by the assignment of ownership of the Virginia LLC.

III. MANAGEMENT SERVICES

3.1 Services. During the period commencing on the Initial Closing

Date and continuing until the second anniversary of the Second Closing

Date, JHF will provide such operational and financial management services

as are required by the Projects and the Virginia Project and any other

similar ventures jointly developed by Headliners and JHF (collectively, the

"Managed Projects").

3.2 Reports. JHF shall perform all services required under this

Article III as an independent contractor; provided, however, that JHF shall

consult with management of Headliners when requested and shall deliver such

reports to Headliners as are reasonably requested in order to permit

Headliners to assess the results of operations and the prospects of the

ventures managed by JHF. Said reports to be delivered to Headliners will

be identical in style and substance to the reports that JHF currently

prepares for operations of the Project Owners, examples of which have been

delivered to Headliners.

3.3 Assignment of Obligations. At any time during the term of this

Article III, the principals of JHF may organize a separate entity or

entities, independent of JHF, for the purpose of assuming JHF's

responsibilities under this Section III and receiving the related

compensation. Such an assignment will be permissible hereunder if each new

entity is managed by the principals and executives of JHF, and the services

are performed by the principals and executives of JHF. Throughout this

Section III, any reference to JHF will include any assignee of JHF

permitted under this Section 3.3.

3.4 Bookkeeping, Banking and Finances.

3.4.1 JHF shall provide Headliners with weekly financial reports for

each of the Managed Projects. The weekly reports will be presented in the

format now utilized by JHF for bookkeeping and financial reporting, samples

of which have been provided to Headliners.

3.4.2 JHF shall assist and cooperate with Headliners' internal

bookkeeping and accounting staff and Headliners' independent accountants to

permit them to prepare financial statements of the Managed Projects in

accordance with generally accepted accounting standards, and to permit them

to deliver such statements to Headliners no less than three weeks prior to

each date on which Headliners is required to file consolidated financial

statements with the Securities and Exchange Commission. JHF shall also

cooperate in the implementation of any internal controls procedures which

are recommended by Headliners or its independent accountants in order to

comply with the regulations of the Securities and Exchange Commission. The

foregoing notwithstanding, JHF shall have no liability for the costs,

expenses or fees of Headliners' internal bookkeeping and accounting staff

and Headliners' independent accountants, all of which shall be borne by

Headliners. The cost of the audit shall not be allowed to impact any

payments to JHF.

3.4.3 One or more of the principals or executives of JHF shall be

signatory on the bank accounts of each entity managed by JHF hereunder.

JHF is hereby authorized to make such payments on behalf of the Managed

Projects as are appropriate to their business interests. JHF is further

authorized to pay to itself from the cash resources of the managed entities

amounts due pursuant to Section 3.5 or Section 3.7 hereof, to the extent

that such payments shall not interfere with the business operations of the

managed entities. JHF shall promptly account to Headliners in writing or

electronically for any payment made by a managed entity to JHF. Such

prompt accounting can be accomplished through the weekly reports referred

to in Section 3.2 above.

3.4.4 On Tuesday of each week, JHF shall cause each of the Managed

Projects to wire to Headliners' account its entire bank balance less (a)

the sum of all previously-issued but uncleared checks and (b) a reserve

equal to ___________________.

3.5 Compensation. The following payments and deliveries shall be

made to JHF in compensation for the management services to be rendered

pursuant to this Article III.

3.5.1 Stock. On the Initial Closing Date Headliners shall issue to

JHF shares of Headliners common stock that have a Market Value of Two

Million Three Hundred Thousand Dollars ($2,300,000). JHF agrees that it

will sell the shares for up to One Hundred Thousand Dollars ($100,000) per

week, and shall deliver to Headliners copies of the confirmations of each

sale. Three days after JHF notifies Headliners that it has sold all of the

shares issued pursuant to this Section 3.5.1, Headliners shall issue to JHF

additional shares of Headliners common stock whose Market Value equals the

remainder of (i) $2,300,000 less (ii) the net proceeds of sales by JHF of

shares previously issued pursuant to this Section 3.5.1 plus any payments

by Headliners pursuant to Section 3.5.1.1, Section 3.5.1.2 or Section

3.5.1.3. Headliners shall continue to issue shares to JHF in this manner

until the earlier of (x) the date on which the net proceeds of sales by JHF

plus payments pursuant to Section 3.5.1.1 and Section 3.5.1.2 equal or

exceed $2,300,000 or (y) the date on which, pursuant to Section 3.5.1.3

hereof, JHF terminates Headliners' right to give notice of the Second

Closing Date. The issuance of shares pursuant to this Section 3.5.1 shall

be made pursuant to the terms of an equity incentive plan that Headliners

shall register with the SEC on Form S-8 and no additional registration

statement will be necessary to permit JHF to resell the shares to the

public. Headliners acknowledges that the shares being issued pursuant to

this Section 3.5.1 compensate JHF primarily for services that will be

rendered promptly after the Initial Closing Date, involving the

implementation of systems necessary in order for the Project Owners to

function as subsidiaries of a public company. For that reason, Headliners

agrees that its obligation under this Section 3.5.1 is absolute and the

shares to be issued hereunder are non-refundable, notwithstanding non-

performance, underperformance or other breach by JHF. Headliners'

obligation under this Section 3.5.1 shall not be subject to any right of

offset.

3.5.1.1 Liquidation Shortfall - Virginia (10 Weeks). In the event

that on the date which is 10 weeks after April 18, 2005 (the "First

Virginia Testing Date"), despite best efforts by JHF, the net proceeds of

sales by JHF of Headliners shares is less than Five Hundred Thousand

Dollars ($500,000), then Headliners will have sixty (60) days after the

First Virginia Testing Date to effect a cure. The shortfall will be deemed

to have been cured if on or before that sixtieth day the aggregate of (a)

the net proceeds as of the First Virginia Testing Date plus (b) net

proceeds realized by JHF after the Virginia Testing Date in excess of Fifty

Thousand Dollars ($50,000) per week plus (c) cash paid by Headliners to JHF

for this purpose equals or exceeds $500,000. The date on which the

shortfall is cured is identified herein as the "First Virginia Cure Date."

In the event that Headliners fails to effect a cure for the shortfall

within the terms of this Section 3.5.1.1, JHF may by written notice to

Headliners terminate Headliners' right hereunder to give notice of a

Virginia Closing Date and terminate the assignment of Net Cash Flow

described in Section 2.4 hereof. JHF's right to terminate Headliners'

rights with respect to the Virginia Project will be JHF's exclusive remedy

for Headliners' failure to cure a shortfall within the terms of this

Section 3.5.1.1

3.5.1.2 Liquidation Shortfall - Virginia (26 Weeks). In the event

that on the date which is 16 weeks after the later of the First Virginia

Testing Date or the First Virginia Cure Date (the "Second Virginia Testing

Date"), despite best efforts by JHF, the net proceeds of sales by JHF of

Headliners shares is less than One Million Three Hundred Thousand Dollars

($1,300,000), then Headliners will have sixty (60) days after the Second

Virginia Testing Date to effect a cure. The shortfall will be deemed to

have been cured if on or before that sixtieth day the aggregate of (a) the

net proceeds as of the Second Virginia Testing Date plus (b) net proceeds

realized by JHF after the Second Virginia Testing Date in excess of Fifty

Thousand Dollars ($50,000) per week plus (c) cash paid by Headliners to JHF

for this purpose equals or exceeds $1,300,000. The date on which the

shortfall is cured is identified herein as the "Second Virginia Cure Date."

In the event that Headliners fails to effect a cure for the shortfall

within the terms of this Section 3.5.1.2, JHF may by written notice to

Headliners terminate Headliners' right hereunder to give notice of a

Virginia Closing Date and terminate the assignment of Net Cash Flow

described in Section 2.4 hereof. JHF's right to terminate Headliners'

rights with respect to the Virginia Project will be JHF's exclusive remedy

for Headliners' failure to cure a shortfall within the terms of this

Section 3.5.1.2

3.5.1.3 Liquidation Shortfall - Louisville. In the event that on

the date which is 20 weeks after the later of the Second Virginia Testing

Date or the Second Virginia Cure Date (the "Louisville Testing Date"),

despite best efforts by JHF, the net proceeds of sales by JHF of Headliners

shares is less than Two Million Three Hundred Thousand Dollars

($2,300,000), then Headliners will have sixty (60) days after the

Louisville Testing Date to effect a cure. The shortfall will be deemed to

have been cured if on or before that sixtieth day the aggregate of (a) the

net proceeds realized by JHF from sale of Headliners shares plus (b) cash

paid by Headliners to JHF for this purpose equals or exceeds $2,300,000.

In the event that Headliners fails to effect a cure for the shortfall

within the terms of this Section 3.5.1.3, JHF may by written notice to

Headliners terminate Headliners' right hereunder to give notice of a Second

Closing Date and terminate the assignment of Net Cash Flow of Louisville

described in Section 1.2 hereof. JHF's right to terminate Headliners'

rights with respect to Louisville will be JHF's exclusive remedy for

Headliners' failure to cure a shortfall within the terms of this Section

3.5.1.3

3.5.2 Cash Payments.

3.5.2.1 Headliners shall pay to JHF a weekly fee, based on a

"Week" commencing on Sunday and ending on Saturday. The weekly

fee will equal (a) the Net Cash Flow of the Managed Projects

during the Week less (b) Thirty-Two T