Galen Capital Corporation
8300 Greensboro Drive, Suite
225
McLean, VA 22102
STRICTLY PRIVATE AND
CONFIDENTIAL
June 11,
2009
UKARMA
Corporation
Mr. Bill
Glaser
Chief Executive
Officer
499 N. Canon
Drive, Suite 308
Beverly Hills,
CA 90210
Re: Business
Combination between UKARMA Corporation and Galen Capital
Corporation
Dear
Bill:
The purpose of this letter of intent ("LOI") is
to set forth the terms and conditions pursuant to which Galen
Capital Corporation ("'Galen") will effect a "going public”
transaction with UKARMA Corporation (“UKARMA"). This LOI is
intended to serve as a memorandum of the parties' current
discussions and to set forth the general guidelines pursuant to
which they will fulfill their due diligence obligations and
discharge their fiduciary duties by negotiating, in good
faith, the terms and conditions of a definitive agreement
(“Transaction Agreement”). Both parties acknowledge
that all of the provisions of this LOI are binding. No contract or
agreement providing for a Transaction shall be deemed to exist
unless and until a Transaction Agreement has been negotiated and
executed between the parties hereto.
1.
The Transaction . UKARMA or a wholly owned subsidiary of
UKARMA will acquire all of the outstanding shares of stock of Galen
in exchange for the issuance of 95.00% of the outstanding shares of
common stock of UKARMA and $275,000 cash paid at closing (the
“Transaction"); provided however, that $50,000 of the
$275,000 cash fee shall be wire transferred to UKARMA as a deposit
within 5 business days after execution of this LOI. The
deposit shall be refunded to Galen if UKARMA cannot or will not
close the Transaction in accordance with this LOI despite
Galen’s willingness to do so. UKARMA will, as of
the date above of and at the Closing (defined below), be an SEC
reporting company with its shares publicly-traded. At Closing,
UKARMA will have no material assets or liabilities, contingent or
otherwise, will be current on all tax obligations, and will have
had no material changes to its business or financial condition.
Upon the consummation of