LETTER OF INTENT AMONG MAGIC MEDIA NETWORKS, INC., MOHAMMAD R. AHMADI, AND INTEGRATED MEDIA SYSTEMS, INC.Letter Of • June 10th, 2005 • Magic Media Networks Inc • Services-motion picture & video tape production • California
This letter, dated June 9, 2005, confirms the intention of Magic Media Networks, Inc., a Delaware corporation (referred to herein as either "Magic" or "Buyer"), to acquire all of the outstanding shares of capital stock of Integrated Media Systems, Inc., d/b/a Be Media ("Be Media"), (the "Acquisition"). For purposes hereof, the term "Seller" shall mean the person, Mohammad R. Ahmadi, selling his shares of capital stock of Be Media as contemplated herein. This letter merely states the intentions of the parties and does not create any legal obligations except for the provisions of paragraphs 10 through 17 hereof. Consummation of the Acquisition contemplated hereby is subject in all respects to Buyer's, Seller's, and Be Media's review of the audited financial statements of Be Media, and the legal, tax and accounting issues associated with this transaction and the negotiation, execution, and delivery of a definitive agreement ("Definitive Agreement") and satisfaction of all of the other con
