kg1011.htm


    
      

      

    

    Exhibit
10.11

    


    LETTER
OF INTENT

    


    KingThomason
Group, Inc.

    To

    Acquire
Hardwired Interactive

    


    07/08/08

     

    This Letter of Intent is intended to
serve as an outline of the basic terms upon which KingThomason Group Inc.,
(“KGTH”) a Nevada corporation publicly traded on the Pink Sheets market will
purchase, through a wholly owned subsidiary, 100% of the issued and outstanding
shares of Hard Wired Interactive, Inc., (“HWI”) through a merger transaction
(the “Merger”).  The terms and conditions set forth herein are based
on preliminary and limited information provided by the parties and is subject to
change pending the completion of the due diligence process, the approval of the
Board of Directors and shareholders of both companies and the execution of
definitive agreements.

    


    Structure
of Acquisition

     

    Reverse Merger:  Tax-free
reorganization under Internal Revenue Code ss. 368(a)(1)(A) by means of the
merger of Hard Wired Interactive into a company wholly owned by KGTH (“Merger
Sub”).  The transaction between Hard Wired Interactive and KGTH shall
sometimes be referred to hereafter as the “Merger.”

    


    Surviving Entity:  Hard Wired
Interactive would be the surviving company of the merger with and into the
Merger Sub and would be maintained as a separate wholly-owned subsidiary of
KGTH.  KGTH would have no other business other than the business of
Hard Wired Interactive.  KGTH’s name would be changed to “Hard Wired
Interactive, Inc.” if available.

    


    Consideration:  KGTH will
exchange 100% of the common shares of Hard Wired Interactive for 94% of the
total issued and outstanding of KGTH upon closing.  The total amount
of issued an outstanding shares of both KGTH and HWI are subject to adjustments,
splits, reverse prior to the closing of definitive merger
agreement.  Further consideration of 1% of the total issued and
outstanding of the companies’ common stock will be awarded to Tim King in
consideration for the costs incurred directly by Tim King by KGTH.

    


    Documentation
and Process

     

    Closing in Escrow:  Within 15
days of this Letter of Intent, the Company, the Merger Sub and Hard Wired
Interactive shall negotiate and execute a definitive merger agreement and
related documents and certificates (the “Merger Documents”), which shall
provide, as a condition of closing of the Merger.

     

    If deemed necessary by the parties
hereto, the parties shall prepare, as soon as reasonably possible, a
Confidential Private Placement (“CPP”) disclosure document (presenting the
Company as if the Merger had already taken place and disclosing the merger and
escrow agreements) to allow the Company and its placement agents to commence and
timely close the Financing.  However, the CPP delivery date may be
extended upon the mutual agreement in writing of the parties
hereto.

    


    Terms
and Provisions

     

    The Merger Documents shall include
normal provisions including, without limitation, representations, warranties,
covenants, agreements and remedies as are appropriate to preserve and protect
the economic benefits intended to be conveyed to and from the Company, Merger
Sub, Hard Wired Interactive and the Investors pursuant hereto.

    


    Rights:  Until such time that
a definitive merger agreement is entered into by both parties; both KGTH and
Hard Wired Interactive have the right to terminate this Letter of Intent at any
time with or without cause.

    


    Audit:  Each party shall
cooperate and commence an audit as soon as possible and otherwise take such
action as may be necessary to allow the parties to file the required disclosures
with the Securities and Exchange Commission as soon as possible after the
Closing.

    


    Audit and Legal Fees:  Hard
Wired Interactive will cover the costs of legal and accounting fees;
additionally, Hard Wired Interactive will cover all costs necessary with the
filing of all Securities and Exchange documents from 2006 to 2007.  If
necessary;  both parties may elect to seek funds necessary to cover
the costs of the audit, legal and compliance related issues under a private
placement debt instrument.  By mutual agreement, the officers,
directors or affiliates of Hard Wired Interactive may choose to act as the
source of such funds.  Such debt instrument shall be secured by KGTH’s
common stock mutually agreed.

    


    Access:  In order to
facilitate the transaction, KGTH will provide written approval to a designated
Advisor of Hard Wired Interactive, Inc. to obtain the necessary information at
its expense, such information shall included but not be limited to transfer
agent records, accountants records, work papers and letter of opinion, vendor
information, NOBO listing information and DTC records.

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

       

       

       

    

    Officers and
Directors:  Immediately upon the signing of this letter of intent,
KGTH will elect a designated party to act as Advisor to facilitate the
transaction; additionally, upon the execution of the definitive merger agreement
all current officers and directors of KGTH will resign by election and
replacement of the then current Hard Wired Interactive Board of
Directors.

     

    Conditions:  Each party will
be required to furnish to the other party copies of all corporate materials and
or records upon request.  Where records are not readily available,
Hard Wired Interactive may opt to incur such expense to obtain records as
necessary to complete its due diligence.

    


    Disclosure of Letter of
Intent:  Immediately upon execution of this letter of intent, by
mutual agreement, both parties may distribute a mutually agreed press release to
the public at the expense of Hard Wired Interactive.  Copies of this
letter intent may not be distributed without the prior written consent of the
other party.

    


    Applicable Law:  This Letter
of Intent shall be governed by and construed and enforced in accordance with the
laws of the State of Nevada, without regard to conflicts of laws
principles.

    


    IN WITNESS WHEREOF, the parties hereto
have each executed and delivered this Agreement as of the day and year first
above written.

     

    

      
        	 
      	
                KingThomason
      Group, Inc.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Tim King

              	
                      
      Date: July 8th,
      2008

              
	
                Name:

              	
                Tim
      King

              	 
      
	
                Title:

              	
                President
      and Chief Executive Officer

              	 
      
	 
      	 
      	 
      
	 
      	
                HARDWIRED
      INTERACTIVE, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Mark T. Wood

              	
                       Date:
      July 8th,
      2008

              
	
                Name:

              	
                Mark
      T. Wood

              	 
      
	
                Title:

              	
                Chief
      Executive Officer

              	 
      


      

    

     

     

     

    
      
         


      

      
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