INTERNET SPORTS NETWORK, INC.
509 Richards Street, Suite 700
Vancouver, B.C. V6B2Z6
April 30, 1998
Digital Data Networks, Inc.
3102 Maple Avenue, Suite 230
Dallas, Texas 75201
The purpose of this letter is to set forth our mutual intentions with respect to a proposed transaction in which
Internet Sports Network, Inc., a Nevada corporation ("ISN"), shall merge with and into Digital Data Networks,
Inc., a Washington corporation ("DDN"). In the alternative, the parties may determine that DDN shall purchase
the outstanding ISN common stock for the Merger Consideration (as defined below). For purposes hereof,
either such form of the transaction is hereinafter referred to as the "Merger" and the corporation that survives the
Merger is hereinafter referred to as the "Surviving Corporation."
1. Principal Terms and Conditions. We propose that the principal terms of the Merger would include, without
limitation, the following:
a. Merger Consideration. DDN currently has outstanding 2,314,597 shares of common stock, no par value per
share ("DDN Common Stock"), warrants to purchase 1,840,000 shares of DDN Common Stock and options to
purchase 675,000 shares of DDN Common Stock. ISN currently has outstanding approximately 5,000,000
shares of common stock, $.001 par value per share ("ISN Common Stock"). ISN and DDN shall enter into an
agreement and plan of reorganization (the "Merger Agreement"). The Merger Agreement shall provide that shares
of DDN Common Stock shall be issued to the shareholders of ISN in exchange for each share of ISN Common
Stock (the aggregate number of shares of DDN Common Stock issued to be referred to as the "Merger
Consideration"), such that following the Merger the outstanding common stock of the Surviving Corporation shall
be held approximately 24% by the shareholders of DDN and approximately 76% by the shareholders of ISN (on
a fully-diluted basis, excluding the DDN warrants).
b. Tax Treatment of Merger. The Merger is intend