Exhibit 10.1


    
      

      

    

    


    LETTER
      OF INTENT

    


    


    THIS
      LETTER OF INTENT is made and entered into this 22nd day of February 2006, by
      and
      among Amera Link, a Nevada corporation (“AL”), 518 Media, Inc. a California
      corporation (“518”), and based on the following:

    


    Premises

    


    A.    AL
      is a
      publicly held company which has 25,000,000 authorized common stock 7,000,000
      of
      which are issued and outstanding.

    


    B.    AL
      has no
      assets or liabilities and is current in its reporting obligations.

    


    C.    518
      is a
      recently formed California corporation which intends to acquire and/or currently
      owns or has rights to the property set for on the attached Exhibit
      A.

    


    D.    The
      parties wish to combine in order to afford 518 access to the public capital
      markets and provide eventual liquidity to 518 shareholders.

    


    Agreement

    


    Based
      upon the foregoing premises, which are incorporated herein by this reference,
      the parties enter into this Letter of Intent on the following principal terms
      and conditions:

    


    1.    Acquisition.
      Subject
      to the terms set forth below, AL would acquire all of the issued and outstanding
      shares of 518 to combine their business activities with AL being the parent
      and
      518 being a wholly owned subsidiary of AL. In connection with such
      reorganization, the shareholders of 518 would receive 5,300,000 restricted
      common shares of AL, pro rata. 

    


    2.    Principal
      Conditions Precedent to Completion of this Transaction.
      Completion of the transactions contemplated by this Letter of Intent is subject
      to the following conditions precedent:

    


    (a)    the
      negotiation of a definitive agreement(s) as set forth in paragraph 6
      below;

    


    (b)    the
      approval, to the extent required by governing law, of the merger by the
      shareholders of AL and/or 518;

    


    (c)    the
      delivery by 518 of audited financial statements meeting the requirements of
      Regulation SB of the Securities Act and GAAP, that the shareholders of 518
      have
      retained all of the net income generated to date by the assets of 518.


    


    (d)    the
      re-organization of AL, before taking into account item (e), so that at closing
      there are 8,534,000 shares outstanding and no options or other share rights
      outstanding. Included in this reorganization would be a sixty-to-one forward
      split of the existing 26,000 shares of unlegended common stock.

    
 

    
      
         

      

      
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    (e)    the
      completion of a private placement offering at $0.40 per share, minimum of
      $400,000 dollars and a maximum of $600,000 with the following terms:


    


    (i)
      $0.40
      per share.

    


    (ii)
      restricted common stock.

    


    (iii)
      50%
      warrant coverage, two year, $0.80 per share exercise price.

    


    (iv)
      piggyback registration rights.

    


    (v)
      Principle fundraising completed by Liberty and Associates.

    


    (vi)
      Commissions may be payable. (f) the
      board
      of directors of AL and 518 shall be reconstituted to include Peter Langs, Wayne
      Mogel, Frank DeMille, Gerard Casale, and a nominee of AL

    


    (g)    AL
      and
      518 enter into employment agreements with Peter Langs; Wayne Mogel; Frank
      DeMille and Gerard Casale acceptable to AL.

    


    3.    Post
      Closing Covenants.
      AL
      shall take the following action immediately after or in conjunction with the
      closing of the transactions contemplated hereby: (a) change the name of the
      corporation to 518 Media or otherwise as requested by 518 (b) file within 4
      days
      of closing the required reports with the Securities Exchange Commission. (c)
      application for symbol and pink sheet listing. 

    


    4.    Term. This
      Letter of Intent shall remain effective until April 30, 2006.

    


    5.    Mutual
      Access to Information and Confidentiality.
      Each
      party will give to the other, and to its employees, counsel, accountants,
      potential financing sources and other representatives, access to all properties,
      books, contracts, documents and records with respect to their affairs as a
      party
      may reasonably request in connection with matters relating to the transaction.
      Each party will ensure that all confidential information that such party or
      any
      of their respective officers, directors, employees, counsel, accountants,
      potential financing sources or other representatives may now possess or may
      hereafter obtain relating to the other party or any constituent entity of 518
      shall not be published, disclosed or made accessible by any of such persons
      to
      any other person at any time or used by any of such persons for any purpose
      other than in connection with the structuring and negotiation of the
      transaction.

    


    6.    Negotiation
      of Definitive Agreement.
      Upon
      the acceptance of this letter of intent by the parties, the parties agree
      promptly to proceed to negotiate in good faith a definitive agreement, and
      other
      documents contemplated hereby (collectively the “Definitive Agreements”), which
      will reflect more specifically the understandings outlined in this Letter of
      Intent as well as other matters, issues, terms and/or conditions not contained
      herein. The Definitive Agreement will contain and provide among other items
      the
      following: 

    


     

     

    
      
         

      

      
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    (a)    such
      terms, conditions, covenants, representations, warranties, indemnifications
      and
      other provisions as each of the parties believes are necessary or appropriate
      to
      safeguard the respective interests of the parties; and

    


    (b)    that
      the
      obligations of the parties to consummate the merger shall be subject to a number
      of conditions, including (i) approval of the Definitive Agreement by the board
      of directors of the parties; (ii) to the extent required, approval by the
      shareholders of AL and/or 518; (iii) receipt of any required approvals from
      governmental and regulatory agencies on terms acceptable to the parties, (iv)
      receipt of all other necessary consents; and (iv) no material adverse change
      having occurred with respect to the financial condition, business operations
      or
      prospects of 518 or AL.

    


    7.    Actions
      by 518.
      In
      consideration of the expenditure of time and effort by AL in the due diligence
      investigation of 518 and the negotiation of definitive agreements respecting
      the
      transaction contemplated hereby, from and after the date of this Letter of
      Intent and until the earlier of either the closing of the transaction
      contemplated hereby in accordance with such agreements or the termination of
      the
      negotiation of definitive agreements or the failure to execute such definitive
      agreements by April 30, 2006, 518 or the discovery of the inability of the
      AL
      party to perform hereunder in any material way or the mutual agreement of the
      parties to terminate this Letter of Intent, shall not, directly or
      indirectly:

    


    (a)    enter
      into any transaction with any party other than AL relative to the sale, lease,
      or other transfer of its business and assets;

    


    (b)    solicit
      or encourage submission of inquiries, proposals, or offers from any other party
      relative to the sale, lease, or other transfer of its business and
      assets;

    


    (c)    provide
      further information to any party other than AL relating to any possible sale,
      lease, or other transfer of its business and assets; or

    


    (d)    disclose
      to any third-party, other than 518’s attorneys or other professional advisors on
      a confidential basis, the 518’s willingness to sell, lease, or otherwise
      transfer its business or assets or discuss the existence or substance of this
      Letter of Intent with any such third-party.

    


    If
      at any
      time during the period described above, 518 receives an offer or proposal
      relating to the possible purchase, lease, or other acquisition of its business
      or assets, or any part thereof, it will immediately notify AL of said offer
      or
      proposal, the identity of the party making the offer or proposal, and the
      specific terms of such offer or proposal.

    


    8.    Costs.
      Each of
      the parties will pay its own costs and expenses associated with the negotiation,
      preparation, execution, and delivery of the definitive agreements and the
      consummation of the transaction.

    


     

     

    
      
         

      

      
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    9.     
      No
      Binding Agreement Regarding the Transaction.
      This
      letter of intent constitutes only a statement of the current intentions of
      the
      parties and does not constitute a binding obligation, except to the extent
      expressly provided in this Agreement. No contract or agreement of any nature,
      express or implied, providing for or relating to the transaction shall be deemed
      to exist unless and until a Definitive Agreement(s) has been executed.
      Notwithstanding the foregoing, paragraphs 4, 5, 7, and 8 of this letter of
      intent are agreed by the parties to be fully binding on the parties hereto.
      Neither this paragraph 10 nor any other provision of this letter of intent
      may
      be waived or amended except by written consent of all parties, which consent
      shall specifically refer to this paragraph (or such other provision) and
      explicitly state such waiver or amendment. Each of the parties represent that
      this letter of intent does not violate, breach, conflict with or otherwise
      contravene the provisions of any existing agreement, commitment or debt
      instrument of such party.

    


    10.    Governing
      Law.
      This
      letter of intent is solely for the benefit of 518 and AL. The provisions of
      this
      letter of intent shall be governed by, and shall be interpreted under, the
      laws
      of the state of California, without giving effect to such state’s choice of law
      provisions.

    


    11.    General.
      The
      foregoing sets forth the principal terms of the proposed transaction. The
      completion of the transaction will be subject to a number of customary
      conditions, including the satisfactory completion of legal due diligence, the
      negotiation and execution of mutually agreeable definitive agreements, securing
      any requisite third-party consents, and the absence of any litigation or other
      governmental proceeding which could result in a material adverse effect on
      either of the parties or which seeks to enjoin the consummation of the
      transaction. However, by signing this agreement, we all agree to use our
      respective best efforts to proceed as quickly as possible with the negotiation,
      preparation, execution, and delivery of definitive agreements and the
      consummation of the transaction, recognizing that the complexities of the
      transaction will require time for the necessary business, legal, and accounting
      review.

    


    12.    Advance.
      Upon
      execution of the letter of intent, 518 will advance $20,000 to AL to help defer
      the cost of completing the transaction. If the transaction is consummated 518
      will get credit for the $20,000 against the delivery of assets set forth in
      paragraph 2(c). If the transaction is not consummated then AL will deliver
      425,000 shares of AL restricted common stock with piggy-back registration rights
      to 518 as repayment of the advance and distribute such shares according to
      518
      instructions.

    


    DATED
      as
      of the date first above written.

    


    
      	
              Amera
                Link 

            	
              518
                Media, Inc.

            
	 	 	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Robert Freiheit

            	
              By:

            	
              /s/
                Peter Langs

            
	 	
              Robert
                Freiheit, President

            	 	
              Peter
                Langs, President

            


    

    


    
 

     

     

     

     

     

    
      
         

      

      
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                Exhibit
                  A - 518 Media Inc. Proforma - 

              	 	 	 	 	 
	
                CONFIDENTIAL
                  as of 1-24-06

              	 	
                 

              	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
                Jan
                  24, '06

              	 	
                Dec
                  31, '05

              	 
	
                ASSETS

              	 	 	 	 	 
	
                Current
                  Assets

              	 	
              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                3,674.06

              	 	 	
                1,991.82

              	 
	 	 	 	 	 	 	
                100.03

              	 	 	
                100.03

              	 
	
                Cash

              	 	 	 	 	 	
                3,774.09

              	 	 	
                2,091.85

              	 
	
                Accounts
                  Receivable

              	 	 	 	 	 	 	 	 	 	 
	
                Accounts
                  Receivable

              	 	 	 	 	 	
                2,600.00

              	 	 	
                0.00

              	 
	
                Total
                  Accounts Receivable

              	 	 	 	 	 	
                2,600.00

              	 	 	
                0.00

              	 
	
                Total
                  Current Assets

              	 	 	 	 	 	
                6,374.09

              	 	 	
                2,091.85

              	 
	
                Other
                  Assets

              	 	 	 	 	 	 	 	 	 	 
	
                Sasquatch
                  D Gang Member Rights 

              	 	 	 	 	 	
                10,379.00

              	 	 	 	 
	
                Wild
                  Blue Yonder Digi Beta Mast

              	 	 	 	 	 	
                1,867.67

              	 	 	 	 
	
                COBRA
                  VERDE 2 prt mtrls

              	 	 	 	 	 	
                7,063.67

              	 	 	
                7,063.67

              	 
	
                FITZCARRALDO
                  2 prt mtrls

              	 	 	 	 	 	
                9,129.17

              	 	 	
                9,129.17

              	 
	
                LESSONS
                  OF DARKNESS 1 print

              	 	 	 	 	 	
                6,070.61

              	 	 	
                6,070.61

              	 
	
                NOSFERATU
                  3 PRINTS

              	 	 	 	 	 	
                10,580.69

              	 	 	
                10,580.69

              	 
	
                WHEEL
                  OF TIME - 1 Digi Beta

              	 	 	 	 	 	
                1,025.66

              	 	 	
                1,025.66

              	 
	
                WILD
                  BLUE YONDER 5 prints

              	 	 	 	 	 	
                7,458.74

              	 	 	
                7,458.74

              	 
	
                WILD
                  BLUE YONDER RIGHTS

              	 	 	 	 	 	
                80,000.00

              	 	 	
                80,000.00

              	 
	
                Options
                  for Software/Electronic Game/Dalles Dox

              	 	 	 	 	 	
                0.00

              	 	 	
                0.00

              	 
	 	 	 	 	 	 	

              	 	 	

              	 
	
                Total
                  Other Assets

              	 	 	 	 	 	
                133,575.21

              	 	 	
                121,328.54

              	 
	
                TOTAL
                  ASSETS

              	 	
                139,949.30

              	 	 	
                123,420.39