At the Closing of the Transaction (on or before September 1, 2012), the Non-Trading Public Company will deliver (control of shares but certificates shall be issued by September 30, 2012) for the consideration of 82,500,000 restricted common shares (as defined by the rules and regulations of the SEC) and currently valued at $0.01 per common share. The total value of $825,000 (as defined by Generally Accepted Accounting Principles) for common shares issuance is the total consideration paid as a result of the Private Company fully complying with the terms and conditions of this agreement. The distribution of the 82,500,000 common shares shall be determined by private company.

At the Closing of this Transaction, all (100% of all rights, title and interests) domain names and all related intellectual properties owned by the Non-Trading Public Company shall be transferred to Steve Adelstein, and or assigns for consideration of $2,500. Said $2,500 is an arbitrary valuation agreed to by the Parties.

5.          Formal Agreement. This Letter of Intent is a definitive Agreement consistent with and subject to fiduciary duties imposed on their boards of directors. The Non-Trading Public Company and. Private Company shall use commercially reasonable efforts to cause this Agreement to be approved and ratified by their respective board of directors.

6.          The Closing and Hold Harmless. The Parties acknowledge that a Closing of this Transaction will occur on or before September 1, 2012 or either Party can withdraw without any and all recourse. The Parties acknowledge that if a Closing does not occur for any reason whatsoever, both the Non-Trading Public Company and the Private Company shall hold each other totally harmless thereafter and for perpetuity.

7.          Expenses. It is understood that  Private Company shall pay all legal and accounting fees and other expenses incurred in connection with this LOI, including expenses of Non-trading Public Company not to exceed $7,500 (unless approved in writing).

8.          Announcements. Except to the extent the Parties believe that they are required by applicable law or regulation to do otherwise, prior to execution of a Agreement. No Party shall issue any statement or communication to the public regarding the proposed Transaction without the consent of the other Party, which consent shall not be unreasonably withheld and each Party shall keep the proposed Transaction and information obtained from the other Party confidential in accordance with the terms of this section. To the extent a Party hereto believes it is required by law or regulation to disclose the proposed Transaction, it shall, if possible, immediately notify the other party prior to such disclosure.

9.          Governing Law, Dispute Resolution, and Jurisdiction, This LOI shall be governed by and construed in accordance with the laws of the State of Florida giving effect to the conflicts of laws principles thereof. All disputes, controversies or claims (“Disputes”) arising out of or relating to this LOI shall in the first instance be the subject of a meeting between a representative of each Party who has decision-making authority.

10.         Access to Information and Confidentiality. In connection with the negotiation and preparation of the Agreement, each Party will make available to the other, and their respective representatives, all hooks, records, documents and other information that may reasonably be requested. Prior to the Closing, each Party shall keep confidential any non-public information obtained from the other Party hereto. In the event of termination of negotiations, each Party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby and will use all reasonable efforts to keep confidential any such information, unless such information is ascertainable from public or published information or already known by the receiving Party.

11.         Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, mailed or emailed (which is confirmed) to the parties at the following addresses:

12.          Survival of Representations. All the representations, warranties and agreements in this agreement shall be in full force and effect at the closing date, but for any reasons whatsoever, if closing does not take place on or before September 1, 2012, all such representations and warranties shall not survive the closing date of this agreement.

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