VALCOM STUDIOS, INC.
000 Xxxxx Xxxxxxxx Xx.
Xxx Xxxxx, XX 00000
Dated as of May 19, 2006
This letter is intended to set forth our intentions and the principal terms for
the purchase of equipment and assumption of Facilities Lease at 0000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxx, XX 00000. Valcom Studios, Inc. (Valcom) (or a majority
owned subsidiary) hereby agrees to purchase equipment and assume lease
obligations from Media City Teleproductions (MEDIA CITY). MEDIA CITY hereby
agrees to sell equipment detailed in Exhibit A and confirms that MEDIA CITY has
clear title to equipment.
Valcom and MEDIA CITY are hereafter referred to as the "Parties".
The Parties agree to the following:
1. Valcom will purchase equipment for $750,000.00. The payments will be as
follows:
1.a $100,000.00 refundable payment 10 days after signing agreement.
1.b Balance of $650,000.00 will be paid no later than 60 days after
contract date. This will allow time for due diligence to be
completed and equipment clear title to be verified.
2. Valcom will assume remaining lease obligation at 0000 Xxxxx Xxxxx
Xxxxxx.
3. MEDIA CITY Partners will receive 1,000,000 shares Valcom common stock.
4. Valcom will take over operations of the facilities at 0000 Xxxxx Xxxxx
Xxxxxx on June 1, 2006, the possession date.
5. a. Valcom will pay the following expenditures during the due diligence
period:
Building lease costs
Utilities cost
Electricity costs
Basic personnel costs
Valcom personnel costs
1 b. Valcom will receive all revenue earned after possession date.
6. Each party shall bear their own expense pertaining to the transaction
during legal and accounting fees.
Please review the above and indicate your agreement by signing below.
Very truly yours,
Valcom Studios, Inc. Media City Teleproduction Center
By: /s/ Xxxxx Xxxxxxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxxxxxx Xxxxx Xxxxxx
President & CEO
