Exhibit 3
J-Bird Music Group Ltd.
Form 10-SB, Amendment No. 1
File No. 0-24449
LETTER OF INTENT
LETTER OF INTENT, made this day of July, 1997 by
and between Caltron, Inc., a Pennsylvania corporation with
offices located in Connecticut (hereinafter referred to as
"Caltron") and J-Bird Records, Inc., a Connecticut
corporation located in Wilton, Connecticut (hereinafter
referred to as J-Bird").
WHEREAS, J-Bird is the owner of certain recording
labels and related rights thereto; and
WHEREAS, Caltron desires to merge with J-Bird; and
WHEREAS, J-Bird desires to merge with Caltron on the
terms and conditions set forth below:
NOW, THEREFORE, in consideration of the premises and
promises contained herein the signatory parties agree hereto
as follows:
1. Caltron agrees to execute all documents that may be
required to convey Caltron common shares to the common
shareholders of J-Bird Records, Inc.
2. J-Bird Records agrees to encourage the holders of J-
Bird common shares to merge with Caltron, Inc.
3. Caltron is a corporation in good standing with
audited Financial Statements. The company is currently
trading on the NASDAQ OTC BB under the symbol of "CTON".
There are four market makers for the stock. Caltron
utilizes the services of American Securities Transfer and
Trust in Lakewood, Colorado as their Transfer Agent.
4. Caltron to provide J-Bird with an Opinion Letter
and Audited Financial Statements satisfactory to J-Bird as
merger is consummated. Caltron to retain one board seat and
one officers position, that of Corporate Secretary.
5. This Agreement shall be governed by the laws of the
State of Connecticut.
6. This Agreement may be executed in multiple
counterparts, each of which may be deemed an original
instrument.
IN WITNESS WHEREOF, the parties have set their hands
and seal the day, month and year above written.
CLATRON, INC. J-BIRD RECORDS, INC.
____________________
____________________________
Xxxxxxx X. XxXxxxxx Xxx Xxxxxxxx
CEO President
