LETTER OF INTENT
The purpose of this Letter of Intent is to set forth the principal terms and conditions of certain transactions
(the “Transactions”) involving:
1. Shareholder Transactions . The transfer by Helaine Levy, Dana Pitt, Tracy Pitt and Lindsay Pitt
(together, the “Shareholders”) of all of the issued and outstanding capital stock (“OTC Stock”) of Old Tucson
Company, an Arizona corporation (“OTC”) to Public Media Works, Inc., a Delaware corporation (“PMW”)
and the elimination by the Shareholders of all unsecured indebtedness of OTC to them (the “Shareholder Debt”)
2. Debt Restructuring . The restructuring by Cornerstone Capital Management and Southwest Holdings,
Ltd. (the “Secured Creditors”) of certain secured indebtedness of OTC held by them (“Secured Debt”).
This Letter of Intent is intended to enable the parties to proceed with due diligence activities and the
preparation of definitive documentation relating to the Transactions (“Definitive Documentation”).
The signatures of the undersigned parties shall constitute their good faith expression of intent to proceed
with the completion of the Transactions in accordance with the terms hereof. However this Letter of Intent is not
intended to be and does not constitute the legally binding obligation of the parties.
At Closing, the Shareholders will transfer to PMW all of OTC
Stock. Immediately prior to but contingent upon closing, the
Shareholders will contribute the Shareholder Debt to the
capital of OTC. As a result, OTC will have no further liability
to the Shareholders for the Shareholder Debt.
In consideration of the foregoing, PMW will issue to the
Shareholders a total of 750,000 fully paid and non-assessable
shares of PMW Common Stock (“PMW Shares”). The
PMW Shares will be issued to the Shareholders in proportion
to their ownership of OTC Shares.
The holders of the PMW Shares shall have p