EFTA02422780

To: From: Sent Subject Jeffrey Epsteinfieevacation©gmailcom] Adam Bly Mon 8/30/2010 3:57:33 PM terms what do you think? Company Investor Investment Amount Security liquidation Preference I:se or Proceeds Board of Directors Conversion of Shareholder Loans Conditions of Closing Closing Date Seed Media Group LLC Hirth Family LLC $1,000,000 Secure Convertible Debenture (the "Debenture") convertible at the holder's option into Senior Preferred shares representing 51% of the Company First priority Working capital Concurrent with closing, the Company's Board of Directors shall be restructured with five (5) seats, as follows: Two (2) seats for the Investor, one (1) scat for Innovium, one (1) scat for Walnut, and one (I) scat for the Founder Concurrent with closing, Walnut/Hauser shall convert its Series B Extension Notes into Preferred shares and Innovium/Brookfield shall convert its 2010 Bridge Loans into Preferred shares - Unanimous consent resolution from the Board of Directors approving the transaction - Necessary shareholder approvals - Amendment of necessary corporate documents - Satisfactory completion of due diligence - Management's presentation of a I -year budget and business plan September 15 EFTA_R1_0 1489562 EFTA02422780