Binding Letter of Intent for Asset Purchase between Digicorp and Philip Gatch (iCodemedia)

Contract Categories: Business Finance › Purchase Agreements
Summary

Digicorp, a Utah corporation, and Philip Gatch have agreed to terms for Digicorp to acquire the iCodemedia suite of websites and related intellectual property from Gatch. In exchange, Digicorp will issue 1,000,000 shares of its common stock to Gatch. The agreement is a binding summary of terms and is subject to the parties signing a final purchase and sale contract. The transaction covers several specified internet properties owned by Gatch.

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EX-10.1 3 v022186_ex10-1.txt digicorp 100 Wilshire Boulevard, 15th Floor, Suite 1500 Santa Monica, California 90401 binding letter of intent July 15, 2005 Philip Gatch 1650 Federal Avenue Los Angeles, CA 90025 Re: Proposed Asset Purchase Transaction Ladies and Gentlemen: The purpose of this letter is to set forth the mutual understanding among digicorp, a Utah corporation (the "Buyer") and Philip Gatch (the "Seller"), with respect to the proposed acquisition by the Buyer of the iCodemedia suite of websites and internet properties as described in Appendix A, including but not limited to all related intellectual property and ideas of Seller, ("iCodemedia") owned the Seller (the "Proposed Transaction"). This is a binding summary of the terms upon which the Buyer and the Seller propose to consummate the Proposed Transaction. Buyer shall issue 1,000,000 shares of its common stock at par value $.001 for the proposed transaction, detailed in Appendix A. Each of the Buyer and the Seller acknowledge and agree that the consummation of the Proposed Transaction is subject to the execution of a definitive purchase and sale contract (the "Contract") with respect to the Buyer's purchase and the Seller's sale of iCodemedia. Sincerely, [Signatures continue on following page.] 1 DIGICORP /s/ Milton Ault ------------------------------------ Milton "Todd" Ault III Chairman and Chief Executive Officer Accepted and agreed to by: Philip Gatch /s/ Philip Gatch -------------------------- 2 APPENDIX A INTERNET HOLDINGS OF ICODEMEDIA ICODEMEDIA.COM IPLAYLIST.COM TUNESCAST.COM TUNEBUCKS.COM PODPRESSKIT.COM TUNESPROMO.COM 3