January 31, 2008Binding Letter of Intent • February 4th, 2008 • Visual Management Systems Inc • Metal mining
Jay Edmond Russ Chief Executive Officer Intelligent Digital Systems, LLC 543 Broadway Massapequa, New York 11758 Sent Via Electronic and Regular Mail Re: Binding Letter of Intent Dear Mr. Russ: This Letter of Intent (“LOI”) sets forth the binding agreement by and among Visual Management Systems, Inc., a Nevada Corporation (“VMS”), and Intelligent Digital Systems, LLC (“IDS”), a Delaware Limited Liability Company, (hereinafter collectively referred to as the “Parties” and individually as a “Party”) relating to the purchase of substantially all the assets of IDS, on the following terms and conditions. It is agreed that this letter constitutes an agreement and is legally binding on the Parties. The Parties agree that IDS shall sell substantially all of its assets to VMS, including all of its inventory, equipment, proprietary digital video recording technology including software source code and information as to compatible hardware, and good will and other intangible assets including trade
