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SHARE EXCHANGE AGREEMENT
This Share Exchange Agreement ("Agreement") between BURNAM MANAGEMENT, INC., a Delaware corporation
("BMI"); Thomas Szabo (the "Shareholders Representative"), as representative of the persons listed in the persons listed in
Exhibit A hereof (the "PMW Shareholders"), being the owners of record of all of the issued and outstanding stock of PUBLIC
MEDIA WORKS, INC., a Delaware corporation ("PMW") is entered into as of August 30th, 2003.
A. PMW is a private company formed to pursue opportunities in the film/TV and entertainment industry.
B. The PMW Shareholders have authorized the Shareholders Representative, pursuant to the Agreement to Appoint
Shareholders Representative annexed hereto as Exhibit B to sell to BMI, and BMI has agreed to purchase from the PMW
Shareholders 100% of the common stock of PMW (the "PMW Stock") in exchange for shares of the outstanding common
shares of BMI (the "BMI Stock"), pursuant to the terms and conditions set forth in this Agreement.
C. PMW will become a wholly owned subsidiary of BMI.
NOW THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in
this Agreement, the parties agree as follows:
1. Exchange of Stock.
The PMW Shareholders agree to transfer to BMI, and BMI agrees to purchase from the PMW Shareholders, all
of the PMW Shareholders' right, title and interest in the PMW Stock, representing 100% of the issued and
outstanding stock of PMW, free and clear of all mortgages, liens, pledges, security interests, restrictions,
encumbrances, or adverse claims of any nature.
(b) At the Closing (as defined in Section 2 below), upon surrender by the PMW Shareholders of the certificates
evidencing the PMW Stock, duly endorsed for transfer to BMI or accompanied by stock powers executed in
blank by the PMW Shareholders, BMI will