Exhibit
10.2


 


SHARE
EXCHANGE AGREEMENT


 


This Share
Exchange Agreement (“Agreement”) between BURNAM MANAGEMENT, INC., a Delaware
corporation (“BMI”); Thomas Szabo (the “Shareholders Representative”), as
representative of the persons listed in the persons listed in Exhibit A hereof
(the “PMW Shareholders”), being the owners of record of all of the issued and
outstanding stock of PUBLIC MEDIA WORKS, INC., a Delaware corporation (“PMW”)
is entered into as of August 30th, 2003.


 


RECITALS


 


A.                                   PMW
is a private company formed to pursue opportunities in the film/TV and
entertainment industry.


 


B.                                     The
PMW Shareholders have authorized the Shareholders Representative, pursuant to
the Agreement to Appoint Shareholders Representative annexed hereto as Exhibit B to sell
to BMI, and BMI has agreed to purchase from the PMW Shareholders 100% of the
common stock of PMW (the “PMW Stock”) in exchange for shares of the outstanding
common shares of BMI (the “BMI Stock”), pursuant to the terms and conditions
set forth in this Agreement.


 


C.                                     PMW
will become a wholly owned subsidiary of BMI.


 


NOW THEREFORE, in
consideration of the mutual representations, warranties, covenants and
agreements contained in this Agreement, the parties agree as follows:


 


1.                                       Exchange
of Stock.


 


(a)                                  The
PMW Shareholders agree to transfer to BMI, and BMI agrees to purchase from the
PMW Shareholders, all of the PMW Shareholders’ right, title and interest in the
PMW Stock, representing 100% of the issued and outstanding stock of PMW, free
and clear of all mortgages, liens, pledges, security interests, restrictions,
encumbrances, or adverse claims of any nature.


 


(b)                                 At
the Closing (as defined in Section 2 below), upon surrender by the PMW
Shareholders of the certificates evidencing the PMW Stock, duly endorsed for
transfer to BMI or accompanied by stock powers executed in blank by the PMW
Shareholders, BMI will cause 20,000,000 million (twenty million) shares
(subject to adjustment for fractionalized shares as set forth below) of the
common voting stock, par value $0.0001 of BMI (the “BMI Stock”) to be issued to
the PMW Shareholders (or their designees), in full satisfaction of any right or
interest which each Shareholder held in the PMW Stock.  The BMI Stock will be issued to the PMW
Shareholders on a pro rata basis, in the same proportion as the percentage of
their ownership interest in PMW, as set forth on Exhibit A (subject to adjustment as set
forth below),  at the
Closing.  As a result of the exchange of
the PMW Stock for the BMI Stock, PMW will become a wholly owned subsidiary of
BMI.


 


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2.                                       Closing.


 


(a)                                  The
parties to this Agreement will hold a closing (the “Closing”) for the purpose
of executing and exchanging all of the documents contemplated by this Agreement
and otherwise effecting the transactions contemplated by this Agreement.  The Closing will be held as soon as possible
and it is currently anticipated that it will occur on or before Aug 31st, 2003,
at the offices of PMW, unless another place or time is mutually agreed upon in
writing by the parties.  All proceedings
to be taken and all documents to be executed and exchanged at the Closing will
be deemed to have been taken, delivered and executed simultaneously, and no
proceeding will be deemed taken nor documents deemed executed or delivered
until all have been taken, delivered and executed.  If agreed to by the parties, the Closing may take place through
the exchange of documents by fax and/or express courier.


 


(b)                                 With
the exception of any stock certificates which must be in their original form,
any copy, fax, e-mail or other reliable reproduction of the writing or
transmission required by this Agreement or any signature required thereon may
be used in lieu of an original writing or transmission or signature for any and
all purposes for which the original could be used, provided that such copy,
fax, e-mail or other reproduction is a complete reproduction of the entire
original writing or transmission or original signature, and the originals are
promptly delivered thereafter.


 


3.                                       Representations
and Warranties of BMI.


 


BMI
represents and warrants as follows:


 


(a)                                  BMI
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware and is licensed or qualified as a foreign
corporation in all states in which the nature of its business or the character
or ownership of its properties makes such licensing or qualification necessary.


 


(b)                                 The
authorized capital stock of BMI consists of (i) 100,000,000 shares of common stock,
$0.0001 par value per share, of which, 5,000,000 shares are issued and
outstanding as of the date of this Agreement; to the knowledge of BMI, all
issued and outstanding shares of BMI’s common stock are fully paid and
nonassessable.


 


(c)                                  There
are no subscription rights, options, warrants, convertible securities, or other
rights (contingent or otherwise) presently outstanding, for the purchase,
acquisition, or sale of the capital stock of BMI, or any securities convertible
into or exchangeable for capital stock of BMI or other securities of BMI, from
or by BMI.  There are no outstanding
obligations of BMI to repurchase, redeem or otherwise acquire any of its shares
and there will be none of the foregoing outstanding at the Closing.


 


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(d)                                 BMI
has no subsidiaries.


 


(e)                                  Execution
of this Agreement and performance by BMI hereunder has been duly authorized by
all requisite corporate action on the part of BMI, and this Agreement
constitutes a valid and binding obligation of BMI, and BMI’s performance
hereunder will not violate any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment, decree, or, to BMI’s
knowledge any law or regulation, to which any property of BMI is subject or by
which BMI is bound.


 


(f)                                    The
written consent of a majority of shareholders to be provided pursuant Section
6(c) herein, satisfies the requirements of NRS 78.378 to 78.3793, inclusive,
regarding acquisition of controlling interest and as a result the PMW
Shareholders will have full right and authority to vote the BMI Stock upon
consummation of the transactions contemplated herein.


 


(g)                                 Other
than as set forth in the financial statements included in its Form 10-QSB for
the fiscal period ended March 31st, 2003 BMI has no assets or liabilities and
the same will be represented in the unaudited financial statements for any
interim period which may be prepared prior to closing.


 


(h)                                 There
is no litigation or proceeding pending or to the Company’s knowledge threatened
against or relating to BMI, its properties or business.


 


(i)                                     BMI
is not a party to any material contract. 
For purposes of this Agreement material shall mean any contract, debt,
liability, claim or other obligation valued or otherwise worth $2,000 or more.


 


(j)                                     Other
than Rick Plotnikoff, BMI has no officers, directors or employees.


 


(k)                                  No
current officer, director, affiliate or person known to BMI to be the record or
beneficial owner of in excess of 5% of BMI’s common stock, or any person known
to be an associate of any of the foregoing is a party adverse to BMI or has a
material interest adverse to BMI in any material pending legal proceeding.


 


(l)                                     BMI
has filed in correct form all federal, state, and other tax returns of every
nature required to be filed by it and has paid all taxes and all assessments,
fees and charges which it is obligated to pay by federal, state or other taxing
authority to the extent that such taxes, assessments, fees and charges have
become due.  BMI has also paid all taxes
which do not require the filing of returns and which are required to be paid by
it. To the extent that tax liabilities have accrued, but have not become
payable, they have been adequately reflected as liabilities on the books of
BMI.


 


(m)                               BMI
is a publicly reporting company pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and is in compliance with
all reporting requirements of the Exchange Act.  BMI’s Form 10-KSB for the fiscal


 


3

















 


period ending December 31, 2002, its Form 10-QSB for
the fiscal period ending March 31, 2003 and any other periodic filings made by
BMI as filed with the SEC, including all exhibits, documents and attachments
thereto, are true and correct in all material respects and do not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make any statement therein not materially
misleading.


 


(n)                                 BMI’s
common stock does not currently trade in any market.  BMI is not aware of any fact or circumstance that would
jeopardize or otherwise impair the ability of BMI’s common stock to trade in
the future on the over-the-counter bulletin board operated by the NASD.


 


(o)                                 BMI
has had the opportunity to perform all due diligence investigations of PMW and
its business as it has deemed necessary or appropriate and to ask questions of
the officers and directors of PMW and has received satisfactory answers to all
of its questions.  BMI has had access to
all documents and information about PMW and has reviewed sufficient information
to allow BMI to evaluate the merits and risks of the transactions contemplated
by this Agreement.


 


(p)                                 BMI
is acquiring the PMW shares to be transferred to it under this Agreement for
investment and not with a view to the sale or distribution thereof.


 


4.                                       Representations
and Warranties of the PMW Shareholders.


 


The
PMW Shareholders, jointly and severally, represent and warrant as follows:


 


(a)                                  PMW
is a corporation duly organized, validly existing, and in good standing under
the laws of Nevada and is licensed or qualified as a foreign corporation in all
places in which the nature of its business or the character or ownership of its
properties makes such licensing or qualification necessary.


 


(b)                                 There
are no agreements purporting to restrict the transfer of the PMW Shares, nor
any voting agreements, voting trusts or other arrangements restricting or
affecting the voting of the PMW Shares. 
The PMW Shares held by the PMW Shareholders are duly and validly issued,
fully paid and non-assessable, and issued in full compliance with all federal,
state, and local laws, rules and regulations. 
Other than as described herein, there are no subscription rights,
options, warrants, convertible securities, or other rights (contingent or
otherwise) presently outstanding, for the purchase, acquisition, or sale of the
capital stock of PMW, or any securities convertible into or exchangeable for
capital stock of PMW or other securities of PMW, from or by PMW.


 


(c)                                  The
PMW Shareholders have full right, power and authority to sell, transfer and
deliver the PMW Shares, and upon delivery of the certificates therefor as
contemplated in this Agreement, the PMW Shareholders will transfer to BMI valid



 


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and marketable
title to the PMW Shares, including all voting and other rights to the PMW
Shares free and clear of all pledges, liens, security interests, adverse
claims, options, rights of any third party, or other encumbrances. Each of the
PMW Shareholders owns and holds that the number or percentage of PMW Shares
that are listed opposite their names on Exhibit A attached hereto.


 


(d)                                 There
is no litigation or proceeding pending, or to any PMW Shareholder’s knowledge,
threatened, against or relating to PMW or to the PMW Shares.


 


(e)                                  PMW
has filed in correct form all tax returns of every nature required to be filed
by it in its home jurisdiction or otherwise and has paid all taxes as shown on
such returns and all assessments, fees and charges received by it to the extent
that such taxes, assessments, fees and charges have become due.  PMW has also paid all taxes which do not
require the filing of returns and which are required to be paid by it.  To the extent that tax liabilities have
accrued, but have not become payable, they have been adequately reflected as
liabilities on the books of PMW.


 


(f)                                    The
financial statements that have been provided to BMI have been prepared
consistent with Generally Accepted Accounting Principles (AGAAP) and present
fairly the financial condition of PMW.


 


(g)                                 The
current residence address or principal place of business (for any
non-individual shareholder) of the PMW Shareholders is as listed on Exhibit A
attached hereto.


 


(h)                                 The
PMW Shareholders have had the opportunity to perform all due diligence
investigations of BMI and its business as they have deemed necessary or
appropriate and to ask questions of BMI’s officers and directors and have
received satisfactory answers to all of their questions. The PMW Shareholders
have had access to all documents and information about BMI and have reviewed
sufficient information to allow them to evaluate the merits and risks of the
acquisition of the BMI Stock.


 


(i)                                     The
PMW Shareholders are acquiring the BMI Stock for their own account (and not for
the account of others) for investment and not with a view to the distribution
therefor. The PMW Shareholders will not sell or otherwise dispose of the BMI
Stock without registration under the Securities Act of 1933, as amended, or an
exemption therefrom, and the certificate or certificates representing the BMI
Stock will contain a legend to the foregoing effect.


 


5.                                       Conduct
Prior to the Closing.


 


BMI and the PMW
Shareholders covenant that between the date of this Agreement and the Closing
as to each of them:


 


(a)                                  Other
than as contemplated herein, no change will be made in the charter documents,
by-laws, or other corporate documents of BMI or PMW.


 


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(b)                                 BMI
will use its best efforts to maintain and preserve its business organization,
employee relationships, and goodwill intact, and will not enter into any
material commitment except in the ordinary course of business.


 


(c)                                  None
of the PMW Shareholders will sell, transfer, assign, hypothecate, lien, or
otherwise dispose or encumber the PMW Shares owned by them.


 


(d)                                 The
PMW shareholders will use their best efforts to maintain and preserve the
business organization, employee relationships and goodwill of PMW intact and
will not allow PMW to enter into any material commitment except in the ordinary
course of business.


 


Conditions to Obligations of the PMW Shareholders.


 


6.                                       The
PMW Shareholders obligations to complete the transactions contemplated herein
are subject to fulfillment on or before the Closing of each of the following
conditions, unless waived in writing by the PMW Shareholders:


 


(a)                                  The
representations and warranties of BMI set forth herein will be true and correct
at the Closing as though made at and as of that date, except as affected by the
transactions contemplated hereby.


 


(b)                                 BMI
will have performed all covenants required by this Agreement to be performed by
it on or before the Closing.


 


(c)                                  This
Agreement will have been approved by the Board of Directors and at least a
majority of the shareholders of BMI by written consent or otherwise.


 


(d)                                 BMI
will have delivered to the PMW Shareholders the documents set forth below in
form and substance reasonably satisfactory to counsel for the Shareholders, to
the effect that:


 


(i)                                     BMI
is a corporation duly organized, validly existing, and in good standing;


 


(ii)                                  BMI’s
authorized capital stock is as set forth herein;


 


(iii)                               Certified
copies of the resolutions of the board of directors and shareholders of BMI
authorizing the execution of this Agreement and the consummation hereof;


 


(iv)                              An
opinion of David B. Stalker, counsel to BMI, (A) that the company has had
legitimate operations since the date of inception and, as a result, BMI’s
restricted common stock shall be eligible for sale in accordance with the
provisions of Rule 144 promulgated under the Securities Act of 1933, as 


 


6

















 


amended and (B) that the written consent of a majority
of shareholders to be provided pursuant Section 6(c) herein, satisfies the
requirements of NRS 78.378 to 78.3793, inclusive, regarding acquisition of
controlling interest and as a result the PMW Shareholders will have full right
and authority to vote the BMI Stock upon consummation of the transactions
contemplated herein; and


 


(v)                                 Any
further document as may be reasonably requested by counsel to the  PMW Shareholders in order to substantiate
any of the representations or warranties of BMI set forth herein.


 


(e)                                  There
will have occurred no material adverse change in the business, operations or
prospects of BMI.


 


(f)                                    BMI
shall have filed its Form 10-QSB for the period ending June 30, 2003, with the
SEC and, such filing, when made, including all exhibits, documents and attachments
thereto, shall be true and correct in all material respects and will not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make any statement therein
not materially misleading.


 


(g)                                 BMI
will have received written consent (in a form acceptable to counsel for the PMW
Shareholders) from PMW’s shareholder representative agreeing to cancel back
20,000,000 shares of common stock to BMI at or prior to Closing.


 


7.                                       Conditions
to Obligations of BMI.


 


BMI’s obligation
to complete the transaction contemplated herein will be subject to fulfillment
on or before the Closing of each of the following conditions, unless waived in
writing by the BMI, as appropriate:


 


(a)                                  The
representations and warranties of the PMW Shareholders set forth herein will be
true and correct at the Closing as though made at and as of that date, except
as affected by the transactions contemplated hereby.


 


(b)                                 The
PMW Shareholders will have performed all covenants required by this Agreement
to be performed by them on or before the Closing.


 


(c)                                  The
PMW Shareholders will have delivered to BMI the documents set forth below in
form and substance reasonably satisfactory to counsel for BMI, to the effect
that:


 


(i)                                     PMW
is a corporation duly organized, validly existing, and in good standing;


 


(ii)                                  PMW
authorized capital stock is owned as set forth herein and in Exhibit A; 


 


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and


 


(iii)                               Any
further document as may be reasonably requested by counsel to the BMI in order
to substantiate any of the representations or warranties of the PMW
Shareholders set forth herein.


 


(d)                                 There
will have occurred no material adverse change in the business, operations or
prospects of PMW.


 


8.                                       Additional
Covenants.


 


(a)                                  Between
the date of this Agreement and the Closing, the PMW Shareholders, with respect
to PMW and BMI, with respect to itself, will, and will cause their respective
representatives to, (i) afford the other parties and their representatives
access to their personnel, properties, contracts, books and records, and other
documents and data, as reasonably requested by the other party; (ii) furnish
the other parties and their representatives with copies of all such contracts,
books and records, and other existing documents and data as they may reasonably
request in connection with the transaction contemplated by this Agreement; and
(iii) furnish the other parties and their representatives with such additional
financial, operating, and other data and information as they may reasonably
request.  The PMW Shareholders will
cause PMW to and BMI will provide each other, with complete copies of all
material contracts and other relevant information on a timely basis in order to
keep the other parties fully informed of the status of their respective
business and operations.


 


(b)                                 BMI
will deliver BMI’s corporate books and records, including all records relating
to BMI’s audited financial statements, to the Shareholders at Closing.


 


(c)                                  The
parties agree that they will not make, and the PMW Shareholders will not permit
PMW to make, any public announcements relating to this Agreement or the
transactions contemplated herein without the prior written consent of the other
parties, except as may be required upon the written advice of counsel to comply
with applicable laws or regulatory requirements after consulting with the other
parties hereto and seeking their consent to such announcement.


 


(d)                                 BMI
and the PMW Shareholders will cooperate with each other in the preparation of a
Form 8-K to be filed with the SEC describing the transaction contemplated by
this Agreement and such other items as are required by the SEC rules and
regulations.


 


(e)                                  Each
of the BMI officers and directors will deliver a written statement to BMI
resigning from all officer and director positions held by them at BMI.


 


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9.                                       Termination.


 


This Agreement may
be terminated (1) by mutual consent in writing; or (2) by either the
Shareholders or BMI if there has been a material misrepresentation or material
breach of any warranty or covenant by any other party that is not cured by
August 15, 2003 or such later date as agreed by the parties.


 


10.                                 Expenses.


 


Whether or not the
Closing is consummated, each of the parties will pay all of his, her, or its
own legal and accounting fees and other expenses incurred in the preparation of
this Agreement and the performance of the terms and provisions of this
Agreement.


 


11.                                 Survival
of Representations and Warranties.


 


The
representations and warranties of the Shareholders and BMI set out in this
Agreement will survive Closing for a period of two years, except those
representations made in Section 3(l), which shall survive for seven years.


 


12.                                 Waiver.


 


Any failure on the
part of the parties hereto to comply with any of their obligations, agreements,
or conditions hereunder may be waived in writing by the party to whom


such compliance is owed.


 


13.                                 Brokers.


 


Each party agrees
to indemnify and hold harmless the other parties against any fee, loss, or
expense arising out of claims by brokers or finders employed or alleged to have
been employed by the indemnifying party.


 


14.                                 Notices.


 


All notices and
other communications under this Agreement must be in writing and will be deemed
to have been given if delivered in person or sent by prepaid first-class
certified mail, return receipt requested, or recognized commercial courier
service, as follows:


 


 


	
  If to BMI, to:

  	
   

  	
  Rick Plotnikoff

  
	
   

  	
   

  	
  9175 Mainwaring Road

  
	
   

  	
   

  	
  Sidney, B.C.

  
	
   

  	
   

  	
  Canada 8L 1J9

  
	
   

  	
   

  	
   

  
	
  If to the PMW Shareholders to:

  	
   

  	
  Thomas Szabo

  
	
   

  	
   

  	
  Public Media Works, Inc.

  
	
   

  	
   

  	
  14759 Oxnard St

  
	
   

  	
   

  	
  Van Nuys, CA 91411

  



 


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15.                                 General
Provisions.


 


(a)                                  This
Agreement will be governed by and under the laws of the State of Nevada, USA
without giving effect to conflicts of law principles.  If any provision hereof is found invalid or unenforceable, that
part will be amended to achieve as nearly as possible the same effect as the
original provision and the remainder of this Agreement will remain in full
force and effect.


 


(b)                                 Any
dispute arising under or in any way related to this Agreement will be submitted
to binding arbitration before a single arbitrator by the American Arbitration
Association in accordance with the Association’s commercial rules then in
effect.  The arbitration will be
conducted in the State of Delaware, USA. 
The decision of the arbitrator will set forth in reasonable detail the
basis for the decision and will be binding on the parties.  The arbitration award may be confirmed by
any court of competent jurisdiction.


 


(c)                                  In
any adverse action, the parties will restrict themselves to claims for
compensatory damages and/or securities issued or to be issued and no claims will
be made by any party or affiliate for lost profits, punitive or multiple
damages.


 


(d)                                 This
Agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between the
parties, whether written or verbal, express or implied, relating in any way to
the subject matter hereof.  This
agreement may not be altered, amended, modified or otherwise changed in any way
except by a written agreement, signed by both parties.


 


(e)                                  This
Agreement will inure to the benefit of, and be binding upon, the parties hereto
and their successors and assigns; provided, however, that any assignment by
either party of its rights under this Agreement without the written consent of
the other party will be void.


 


(f)                                    The
parties agree to take any further actions and to execute any further documents
which may from time to time be necessary or appropriate to carry out the
purposes of this Agreement.


 


(g)                                 The
headings of the Sections, paragraphs and subparagraphs of this Agreement  are solely for convenience of reference and
will not limit or otherwise  affect the
meaning of any of the terms or provisions of this Agreement.  The references in this Agreement to
Sections, unless otherwise indicated, are references to sections of this
Agreement.


 


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(h)                                 This
Agreement may be executed in counterparts, each one of which will constitute an
original and all of which taken together will constitute one document.  This Agreement may be executed by delivery
of a signed signature page by fax to the other parties hereto and such fax
execution and delivery will be valid in all respects.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first written
above.


 


BURNAM MANAGEMENT, INC.


 


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Rick Plotnikoff

  	
   

  
	
  President and
  Sole Shareholder

  	
   

  



 


 


THE SHAREHOLDERS OF PUBLIC FILM WORKS, INC.:


 


 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Thomas Szabo,

  	
   

  	
  Thomas Szabo

  
	
  Shareholders
  Representative

  	
   

  	
  Chairman, CEO

  
	
   

  	
   

  	
  Public Media
  Works, Inc.

  



 


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Exhibit A


To Share Exchange Agreement


 


	
  SHAREHOLDERS:

  	
   

  	
  SHARES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Corbin Bernsen

  13535 Hatteras

  St Valley Glen, CA 91401

  	
   

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas Szabo

  1146 Rancho Encinitas

  Encinitas, CA  92024

  	
   

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shaun D.C. Edwardes

  15457 Vista Haven Place

  Sherman Oaks, CA 91403

  	
   

  	
  5,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  George Mainas

  2090 Novato Boulevard

  Novato, CA 94974

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  West Oak Capital Group, Inc

  #1400, 400 Burrard Street,

  Vancouver, B.C.  V6C 3G2, Canada

  	
   

  	
  1,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  M & D Consulting Inc 

  PO Box 675450

  Rancho Santa Fe, CA 92067

  	
   

  	
  600,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Jeanne Cooper 

  8401 Edwin Dr 

  Los Angeles, CA  90046

  	
   

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Robert Inman

  4535 Simonton 

  Dallas, TX  75244

  	
   

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Richard A. Gray Jnr.

  1900 Cedar Springs 

  Dallas, TX 75201

  	
   

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Thomas Cherng

  16054 Via ViaJera 

  Rancho Santa Fe,San Diego, CA 92091

  	
   

  	
  125,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Steven Brown  

  18671 Collins Ave, #3303

  Sunny Isles Beach, FL 33160

  	
   

  	
  100,000

  	
   

  



 


12

















 


	
  Dr.
  Melvin & Cyd Propis

  333 N.W. 70th Ave. Suite 201

  Plantation, Fl.  33317

  	
   

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June & Kimberly An 

  7341 E. Woodsage Lane 

  Scottsdale, AZ 85258

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Anthony
  Calabro

  1454 Garrett Dr 

  Wall, NJ  07719

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Victor
  Liu 

  350 Universal Ave 

  Suite A 

  San Diego, CA  92103

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  W.P.
  Wylie 

  744 Barbara Ave 

  Solana Beach, CA 92075

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  James
  S. Szabo & Irene Nekrasova 

  212 Navigator Drive 

  Scotts Valley, CA 95066

  	
   

  	
  12,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Mark
  Premo 

  2381 Darlington Row 

  La Jolla, CA  92037

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Steven
  Cain 

  2314 Ft. Stockton Drive 

  San Diego, CA 92103

  	
   

  	
  250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Peter
  Jones 

  6045 NW.186th St, #316 

  Tropical Village Apartments 

  Miami, FL 33015

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  David
  Hayes 

  14864 Enclave Lakes Drive #C4 

  Del Ray Beach, FL 33484

  	
   

  	
  25,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vahan
  Nishkian 

  Jr. 551 11th Ave,

  San Francisco, CA 94118

  	
   

  	
  837,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Shares

  	
   

  	
  20,000,000

  	
   

  



 


13

















 


Exhibit B


 


to


Share Exchange Agreement


 


AGREEMENT TO APPOINT SHAREHOLDERS REPRESENTATIVE


 


AGREEMENT dated as
of this 30th day of August 2003, by and between the owners of record (the
“Shareholders”) of all of the issued and outstanding stock of PUBLIC MEDIA
WORKS, INC., a Delaware corporation (“PMW”) and Thomas Szabo (the “Shareholders
Representative”).


 


RECITALS


 


A.                                 The
Shareholders currently own 20,000,000 shares of PMW common stock (the “PMW Stock”)
and constitute all the shareholders of PMW (the “Company”);


 


B.                                     The
Shareholders wish to enter into a Share Exchange Agreement (the “Share Exchange
Agreement”) with BURNAM MANAGEMENT, INC. (“BMI”), pursuant to which BMI will
purchase all of the issued and outstanding shares of the Company’s common stock
from the Shareholders in exchange for 20,000,000 shares of BMI common stock
(the “BMI Stock”).


 


C.                                     It
is the desire of the Shareholders to provide for a representative to negotiate
and enter into the Share Exchange Agreement on their behalf.


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, the parties agree as follows:


 


1.                                       Appointment
of Shareholders Representative.


 


The parties to
this Agreement hereby agree to the appointment of Thomas Szabo, Chairman and
Chief Executive Officer (the “Shareholders Representative”) as representative
of the parties to this Agreement, for the purpose of negotiating and entering
into the Share Exchange Agreement on their behalf.


 


2.                                       Escrow
and Disbursement of Shares by Representative.


 


(a)                                  At
the Closing of the Share Exchange Agreement, BMI will provide or cause to be
provided the BMI Stock to the Shareholders Representative.


 


(b)                                 The
Shareholders Representative shall, within a reasonable period of time following
the Closing, forward the shares of the BMI Stock to the Shareholders on a pro
rata basis, in the same proportion as the percentage of their ownership
interest in the 


 


14

















 


PMW Stock, as set forth on Schedule A annexed hereto.  Any fractional shares that will result due
to such pro rata distribution will be rounded up to the next highest whole
number.


 


3.                                       Representations
and Warranties of Shareholders.


 


(a)                                  The
Shareholders agree and understand that they are appointing the Shareholders
Representative to negotiate the Shareholders Agreement and any ancillary
agreements on their behalf and that, as a result, the Shareholders
Representative may bind them to the terms of such agreements in accordance with
his reasonable judgement.


 


(b)                                 The
Shareholders agree and understand that the Shareholders Representative may
agree to representations, warranties and covenants on their behalf in
connection with the Share Exchange Agreement for which they may be subject to
liability or damages in the future should they breach such representations,
warranties or covenants.


 


(c)                                  The
Shareholders agree and understand that they will have no right to review the
final Share Exchange Agreement and any ancillary documents prior to execution
on their behalf by the Shareholders Representative and hereby waive all right
to such review.


 


4.                                       Indemnification.


 


The Shareholders
shall, to the fullest extent legally permissible, indemnify the Shareholders Representative
against any and all liabilities and expenses incurred in connection with the
defense or disposition of any action, suit, or other proceeding by reason of
the Shareholders Representative having served in his capacity with respect to
this Agreement, the Share Exchange Agreement and any ancillary agreements
thereto; except with respect to any matter as to which the Shareholders
Representative shall have been adjudicated in any proceeding not to have acted
in good faith in the reasonable belief that his action was in the best interest
of the parties hereto.


 


4.                                       General
Provisions.


 


(a)                                  
This agreement shall be governed by and under the laws of the State of
California, USA without giving effect to conflicts of law principles.  If any provision hereof is found invalid or
unenforceable, that part shall be amended to achieve as nearly as possible the
same effect as the original provision and the remainder of this agreement shall
remain in full force and effect.


 


(b)                                 
Any dispute arising under or in any way related to this agreement shall be
submitted to binding arbitration by the American Arbitration Association in
accordance with the Association’s commercial rules then in effect.  The arbitration shall be conducted in the
State of California.  The arbitration
shall be binding on the parties and the 


 


15

















 


arbitration award may be confirmed by any court of competent
jurisdiction.


 


(c)                                  This
agreement constitutes the entire agreement and final understanding of the
parties with respect to the subject matter hereof and supersedes and terminates
all prior and/or contemporaneous understandings and/or discussions between the
parties, whether written or verbal, express or implied, relating in any way to
the subject matter hereof.  This
agreement may not be altered, amended, modified or otherwise changed in any way
except by a written agreement, signed by the parties.


 


(d)                                 This
agreement is entered into by the parties hereto for their exclusive
benefit.  The Agreement is expressly not
intended for the benefit of any other party, including but not limited to, any
creditor of the Company, the Shareholders, BMI or any other person, and no
third party shall have any rights under this Agreement or otherwise.


 


(e)                                  Any
notice or other communication pursuant hereto shall be given to a party at its
address set forth in Schedule A annexed hereto, by (i) personal
delivery, (ii) commercial overnight courier with written verification of
receipt, or (iii) registered or certified mail.  If so mailed or delivered, a notice shall be deemed given on the
earlier of the date of actual receipt or three (3) days after the date of
authorized delivery.


 


(f)                                    
This agreement may be executed in counterparts, each one of which shall
constitute an original and all of which taken together shall constitute one
document.


 


IN WITNESS
WHEREOF, the parties hereto have caused this agreement to be duly executed as
of the date first written above.


 


Shareholders Representative


 


 


	
   

  	
   

  
	
  THOMAS SZABO, CHAIRMAN, CEO

  



 


 


THE SHAREHOLDERS:


 


 


	
   

  	
   

  
	
  Corbin Bernsen

  



 


16

















 


	
   

  	
   

  
	
  Thomas Szabo

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Shaun Edwardes

  
	
   

  
	
   

  
	
   

  	
   

  
	
  George Mainas

  
	
   

  
	
   

  
	
   

  	
   

  
	
  West Oak Capital Group, Inc

  
	
   

  
	
   

  
	
   

  	
   

  
	
  M&D Consulting, Inc

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Jeanne Cooper

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Robert Inman

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Richard A. Gray Jnr.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Thomas Cherng

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Steven Brown

  



 


17

















 


	
   

  	
   

  
	
  Dr.Melvin & Cyd Propis

  
	
   

  
	
   

  
	
   

  	
   

  
	
  June & Kimberly An

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Anthony Calabro

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Victor Liu

  
	
   

  
	
   

  
	
   

  	
   

  
	
  W.P.Wylie

  
	
   

  
	
   

  
	
   

  	
   

  
	
  James S. Szabo & Irene Nekrasova

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Steven Cain

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Mark Premo

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Peter Jones

  
	
   

  
	
   

  



 


18

















 


	
   

  	
   

  
	
  David Hayes

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Vahan Nishkian JR.

  



 


19