CONTRIBUTION AGREEMENT

<PAGE>

EXHIBIT 2.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (the "Agreement") dated as of May 17, 2007 (the

"Effective Date"), is made by and between Fluid Media Networks, Inc., a Delaware

corporation (the "Parent"), and Fluid Media Networks USA, Inc., a Delaware

corporation and a wholly owned direct subsidiary of Parent (the "Subsidiary").

W I T N E S S E T H:

- - - - - - - - - -

WHEREAS, the Subsidiary is a wholly owned subsidiary of the Parent; and

WHEREAS, the Parent desires to contribute all of the Parent's assets and

liabilities ("Contributed Capital") to the Subsidiary as a capital contribution,

in consideration for ownership of all of the issued and outstanding capital

stock of the Subsidiary;

NOW, THEREFORE, in consideration of the premises and mutual

representations, warranties, covenants and agreements hereinafter set forth, the

parties hereto do hereby agree as follows:

1. CONTRIBUTION AND ISSUANCE OF SHARES.

1.1. Contribution and Issuance of Shares. (i) The Parent hereby

contributes, conveys, transfers, assigns and delivers to the Subsidiary all of

the Parent's right, title and interest in and to all of Contributed Capital, and

the Subsidiary agrees to accept such contribution, and (ii) the Subsidiary, in

exchange and as full consideration for such Contributed Capital, hereby issues

to the Parent one hundred (100) shares of its common stock, as evidenced by

stock certificate no. 1 of the Subsidiary (the "Issued Shares"), free and clear

of all liens, claims, security interests and other encumbrances. Each of the

Parent and the Subsidiary intends that the contribution of the Contributed

Capital be treated as a capital contribution under Section 351 of the Internal

Revenue Code of 1986, as amended.

1.2. Representations or Warranties. The Subsidiary acknowledges and agrees

that it accepts the Contributed Capital described in Section 1.1 above "as is,

where is" with all defects. Each of the Subsidiary and the Parent understands

and agrees that in conjunction with such contribution and issuance, the Parent

and the Subsidiary are making no representations or warranties whatsoever,

either express or implied, except for the following:

(a) The execution, delivery and performance by each party of this

Agreement are within such party's corporate powers, have been duly authorized by

all necessary corporate action, and do not (i) contravene such party's

constituent documents, (ii) violate any law, rule, regulation, order, writ,

judgment, injunction, decree, determination or award applicable to such party,

or (iii) conflict with or result in the breach of, or constitute a default

under, any contractual obligation of such party.

(b) This Agreement has been duly executed and delivered by such party

and is the legal, valid and binding obligation of such party, enforceable

against such party in accordance with its terms, exce