BINDING LETTER OF INTENT

 

3.	COSTS. RM and 247MGI shall each be solely responsible for and shall bear all of their respective expenses, including, without limitation, legal, accounting, and other advice, incurred in connection with the Purchase Agreement and the transactions contemplated thereby.

4.

PUBLIC DISCLOSURE. Neither RM nor 247MGI shall make any public release of information regarding the matters contemplated herein except (i) that a joint press release in agreed form shall be issued by RM and 247MGI as promptly as is practicable after the execution of this LOI, (ii) that RM and 247MGI may each continue such communications with employees, customers, suppliers, franchisees, lenders, lessors, shareholders, and others as may be required, necessary or appropriate and not inconsistent with the best interests of the other party, for the prompt consummation of the transactions contemplated by this LOI, or (iii) as required by law.

5.

CONFIDENTIALITY.  247MGI agrees that (except as may be required by law) it will not disclose or use and it will cause its officers, directors, employees, representatives, agents, and advisors not to disclose or use, any Confidential Information (as hereinafter defined) with respect to RM, furnished, or to be furnished by RM to 247MGI in connection herewith at any time or in any manner and will not use such information other than in connection with its evaluation of the Acquisition.  For the purpose of this paragraph, “Confidential Information” means any information identified as such in writing to 247MGI by RM.  If the proposed Agreement is not consummated, 247MGI shall promptly return all documents, contracts, records, or properties to RM.  The provisions of this paragraph shall survive the termination of this LOI.

RM agrees to treat all information concerning 247MGI furnished, or to be furnished, by or on behalf of 247MGI in accordance with the provisions of the paragraph (collectively, the “Confidential Information”), and to take, or abstain from taking, other actions set forth herein.  The information will be used solely for the purpose of evaluating the proposed transaction, and will be kept confidential by RM and its officers, directors, employees, representatives, agents, and advisors; provided that (i) any of such information may be disclosed to RM’s officers, directors, employees, representatives, agents, and advisors who need to know such information for the purpose of evaluating the Acquisition, and provided they agree to be bound by the terms of this confidentiality clause, (ii) any disclosure of such information may be made to which 247MGI consents in writing and (iii) such information may be disclosed if required by subpoena provided that prior to disclosure, pursuant to said subpoena, RM has given 247MGI notice of such subpoena and an opportunity to quash same.  If the Acquisition is not consummated or 247MGI decides not to proceed with the Acquisition, RM will return to 247MGI all material containing or reflecting the information and will not retain any copies, extracts, or other reproductions thereof.

6.

CHOICE OF LAW. This Letter of Intent shall be construed under the laws of the State of Florida , and shall inure to the benefit of, and be binding upon, the respective successors and assigns of the parties to this Letter of Intent.  The parties agree that any action brought by any party against another party in connection with any rights or obligations arising out of this Letter of Intent shall be instituted properly in a federal or state court of competent jurisdiction with venue in the appropriate state court in and for Broward County, Florida, or the United States District Court for the Southern District of Florida.  A party to this Letter of Intent named in any action brought in connection with this Letter of Intent in any court outside of the above named designated county or district shall have the right to have the venue of said action changed to the above designated county or district or, if necessary, have the case dismissed, requiring the other party to refile such action in an appropriate court in the above designated county or federal district

 

7.	DISPUTES. The prevailing party in any dispute pursuant to this LOI and the Purchase Agreement shall be entitled to reasonable attorneys’ fees and costs.

 

AMENDMENT NO. 1 TO BINDING  LETTER OF INTENT (“Agreement”) dated as of October 10, 2007, by and between 247MGI, INC., a Florida corporation (“247MGI”), and Ross McCullough, an Individual residing in Florida (“RM”)

Whereas, the parties are all of the parties to a Binding Letter of Intent dated September 10, 2007 (the “Original Agreement”); and

Whereas, the parties desire to amend the Original Agreement upon the terms and conditions set forth herein

Now, Therefore, in consideration of the foregoing premises and the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.  Item 11 of the Original Agreement is hereby deleted in its entirety and the following shall be inserted in its place and stead:

Item 11 247MGI and RM agree to use their best efforts to work towards a final agreement as quickly as possible.

2.  Item 12 of the Original Agreement is hereby deleted in its entirety.

 

3.  Item 13 of the Original Agreement is hereby deleted in its entirety and the following shall be inserted in its place and stead:

Item 13 247MGI agrees to the first round of funding to Xeco within 3 days of date of LOI and ongoing funding continuing on an as-needed basis per weekly review by 24/7 and RM once the Amendment has been executed and Xeco has been established.  Sovereign LLC on October 9, 2007 filed with the State of Florida to form Xeco, Inc., once the corporate papers have been received a tax ID number will be obtained and a bank account will be opened with joint signatory powers of Matthew Dwyer and Ross McCullough.  247MGI shall begin funding Xeco to allow for RM to receive a salary, begin paying vendors, programmers and to secure office space.  It is understood that 247MGI will need a working demo to showcase in order to raise the $1.5 million needed to complete the final project, in the meantime 247MGI will use its best efforts to raise capital to allow Xeco, Inc. to continue in the development of the technology.

4.           Item 14 of the Original Agreement is hereby deleted in its entirety.

5.           Distributed funds over $500.00USD require 2 signatures from established officers of the company. In the event a second officer is unavailable, a PO will be submitted for review to an authorized representative of 247MGI and returned within 24 hours via email or fax. Authorizations will be keep on file at Xeco and 247MGI.  Miscellaneous items from petty cash cannot exceed a total of 499.99 per week (Sunday to Saturday) without approval by 2 officers. In the event that the discretion fund is tapped into, all receipts of 25.00 or more will be scanned and emailed on a weekly (Friday) basis along with a current copy of Quickbooks SMB Edition and expense report (Standard Form) to a representative of 247MGI for consolidation and review. Books will be reviewed and balanced on a monthly basis internally by a representative designated by RM and externally be a representative designated by 247MGI.

6.           It is further understood that the transaction between 247MGI and RM is no longer contingent upon 247MGI successfully purchasing PurFusion Group of Companies, Inc. from Norman Farrar.  It is also understood that should Norman Farrar chose not to work with 247MGI or vice versa that this shall not void the agreement between 247MGI and RM.

7.           Except as modified hereby, the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Binding Letter of Intent to be duly executed as of the date and year first above written.