EFTA02436529

To: Jeffrey [email protected]] From: David Stem Sent Thur 9/10/2009 11:38:47 AM Subject F Update Current Liabilities: £ 4,684,436 (completeness not confirmed, no tax status available) Might be able to negotiate to defer / convert into 10-year notes (approx. £ 2.5 million) Business Model- Use Mothers Army brand (MA) in all activities. (MA stands for integrity, consciousness, morals, etc) Revenues: Current deals, not signed — DS reviewed contracts: - Handmade Films for animation of children characters: o Executive Producer for series "Tea For Ruby": 15% of producer fee, 7.5% of Handmade fee o Series "Tea for Ruby": f125K upon signing against 5% of production budget; 30% adjusted gross of all revenue o Series "Little Red": £75K upon signing against 2.5% of production budget; 30% adjusted gross of all revenue o Series Nat Geo Kids: £15K per episode; 15% producers fee; 30% of adjusted gross o Option to acquire 500,000 shares in Handmade Kids Inc. (to be established) as non-executive Director Current deals, not signed, DS is still waiting for contract drafts to verify: - Book "Mothers First" to be published by Atria: US$500k milestone based plus unknown royalty - Star Branding (Hilfiger) & Castle Hill (manufacturer): fashion line with Tommy Hilfiger support. Castle Hill guarantees sale of US$18m over 3 years of which F. royalty is 8% of which 40% goes to Star Branding (note: bad financial deal but F states that Tommy Hilfiger wants to create TV show staring F and himself about the launch of this label - this would put F. back on screens of US households) Discussions held but no contracts, nothing verified: - Handmade/United Business Media merchandise: US$ tbd EFTA_R1_0 1509065 EFTA02436529 - QVC selling products of F: US$ tbd - Frozen Food with Findus Group: US$ tbd - TV show Pony Express in association with Target: US$ tbd Structure: Mothers Army Inc or Ltd (need to check tax / JEE preference) 49% F equity / 51% JEE F Salary on US$250.000/year Receive income as loan: pledge stock Initial Basic Set Up: (fire all current staff) Office in New York (or London) I Managing Director (identified by DS) I PA Estimated Basic Budget p.a (not disucsed with F.) : USS 1.1 million F Salary US$250.000 MD Salary US$170.000 Legal US$200.000 Travel US$300.000 Office costs Intl PA: US$150.000 Misc : US$30.000 Note: question is whether the office and her location should be in NYC. Would make sense because UK market is poison for her and business is in US. Morel costs would be exchanged for NYC living cost (rent etc) This message is confidential. It may also be privileged or otherwise protected by work product immunity or other legal rules. If you have received it by mistake please let us know by reply and then delete it from your system; you should not copy the message or disclose its contents to anyone. Opinions, conclusions and other information in this message that do not relate to the official business of Asia Gateway Ltd. shall be understood as neither given nor endorsed by it. Asia Gateway Ltd. Michelin House 81 Fulham Road London SW3 6RD UK EFTA_R1_01509066 EFTA02436530 EFTA_R1_01509067 EFTA02436531