dcmi8k72308ex10_1.htm


    
      

    

    EXHIBIT
      10.1

     

    

      Denali
        Concrete Management, Inc.

      


      


      


      


      


      ZZPartners,
        Inc.

      5455
        S
        Durango Drive

      Suite
        145

      Las
        Vegas, NV. 89113

      


      


      LETTER
        OF
        INTENT

      


      


      We
        are
        pleased to submit this Letter of Intent with respect to the transaction
        described below whereby Denali Concrete Management, Inc., a US publicly traded
        company registered under the Security Exchange Act of 1934, a Nevada corporation
        (“Denali”), will acquire 100% of the outstanding common stock of ZZPartners, Inc. (“ZZP”).

      


      Structure.  Denali,
        a public company quoted and traded on the NASD’s OTC Bulletin Board and
        registered under the Security Exchange Act of 1934, will negotiate and enter
        into a share for share exchange with ZZP pursuant to which Denali and ZZP
        will
        execute a share exchange agreement (the “Agreement”) on or before August 31,
        2008 (the “Effective Date”).  The execution of any such Exchange
        Agreement would be subject to the completion of due diligence by Denali and
        ZZP,
        respectively, as well as mutual agreement upon the terms and conditions
        thereof.  In the proposed transaction, prior to or after the date the
        Exchange Agreement is consummated under applicable laws (the “Closing Date”),
        (1) ZZP will continue raising money on a $750,000 mini/$2,500,000 maxi note,
        convertible at a minimum of $1 per share and maximum of $3 per share, (2)
        Denali
        will cancel the  number of shares (the “Cancelled Shares”) of its
        common stock, so that there will be 3 million shares of Denali common stock
        outstanding immediately prior to the Effective Date and (3) Issue new shares
        to
        the shareholders of ZZP not to exceed 24,000,000 newly issued shares of common
        stock.  This will result in the remaining Denali shareholders owning
        3,000,000 of the issued and outstanding shares of common stock of 27,000,000
        shares of Denali immediately after Closing.  Simultaneously with the
        closing, in consideration for $220,000 (of which $50,000 is being held in
        an
        escrow account) and the remainder of which will be paid from the equity raise
        conducted by ZZP, certain shares of Denali stock will be cancelled, and certain
        liabilities of Denali will be paid for.  At the closing date, ZZP will
        deliver cash of $130,000 and sign a sixty day (60) promissory note of
        $40,000.

      


      Consolidated
        Recapitalization.  At Closing, not accounting for the
        completing of the equity raise by ZZP, the ownership at Closing will be as
        follows (These are estimates only and may change and subject to the Agreement
        signed between the Denali and ZZP):

       

      

        
          	
                  Shares/Min

                	
                  Shares/Min

                
	
                  ZZP
                    Shareholders

                	
                  24,000,000

                
	
                  Existing
                    Denali
                    Shareholders                                                                
                    

                	
                  3,000,000

                
	
                  TOTAL

                	
                  27,000,000

                


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Confidentiality
        and Others.
        The content of this LOU shall not be disclosed to any parties other than
        the
        parties to this understanding without the written consent from all signees.
        It
        shall be understood that the terms related to the merger and capitalization
        contained in this LOI is non-binding until the parties sign the
        Agreement.

      


      Governing
        Law.  This
        Letter of Intent shall be governed and construed in accordance with the laws
        of
        the state of Nevada, without giving effect to principles of conflicts or
        choice
        of laws thereof.

      


      We
        look
        forward to working with you.  If the foregoing correctly sets forth
        your understanding, please evidence your agreement to this Letter of Intent
        by
        executing a copy of this Letter of Intent in the space set forth
        below.

      


      Sincerely,

      


      


      Denali
        Concrete Management, Inc.

      By:

      


      


      /s/
        Mathew Rule                                                                                               
        DATE: 7/23/3008

      President


      


      ZZPartners,
        INC.

      By:

      


      


      /s/
        Barry S.
        Hollander                                                                                         DATE:
7/22/2008

      CFO