valcom_8k-ex1001.htm


    EXHIBIT
99.1

    
 

    Memorandum
of Understanding

    


    February
5th, 2009

    


    ValCom
will purchase the shares of stock of Jeremiah's International Trading Co.
Inc.
(AAN) from Jeremiah Hartman and Keevy McAlavy for 4 million dollars cash,
plus 25
million shares or the amount of shares equal to 51% (whichever is greater) of
all Valcom stock according the following schedule: one million cash upon
acceptance by Board Members or President/CEO of Valcom, one-million cash at
closing, one-million 90-days after closing and final one-million 180-days after
closing. Further details will be forthcoming in the final contract.

    


    ValCom
will raise 10 million for the acquisition of Jewelry Television and operating
expenses including at least 1 million for new AAN inventory.

    


    Jeremiah
and Keevy will receive three year employment contracts and positions on the
ValCom board of directors and will participate in management stock options and
bonus pools based on revenue and acquisitions.  AAN will become a
wholly own subsidiary of ValCom but Jeremiah will remain the President and Keevy
will remain VP of AAN.

    


    
    

     

    
      	/s/
      Jeremiah
      Hartman                                    	Date    2/6/09                                             


    

    Jeremiah
Hartman

    President
and CEO of Jeremiah's International Trading Company Inc. (AAN)

     

    
      	STATE OF
      FLORIDA	§	 
	COUNTY OF
      PINELLAS	§	 


    

     

    This
instrument was acknowledged before me on the 6th day of
February 2009 by JEREMIAH P. HARTMAN.

    
    

     

    
      	 	/s/
      Deborah
      DeCarlo                                         
	 	NOTARY PUBLIC –
      Deborah DeCarlo


    

     

    

       

      
        	/s/
      Keevy
      McAlavy                                    	Date    2/6/09                                             


      

    

    Keevy
McAlavy

    Vice
President of Jeremiah's International Trading Company Inc. (AAN)

     

    
      
        	STATE OF
      FLORIDA	§	 
	COUNTY OF
      PINELLAS	§	 


      

       

      
      

       

      
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      This
instrument was acknowledged before me on the 6th day of
February 2009 by KEEVY MCALAVY.

    

    
       

      
        	 	/s/
      Deborah
      DeCarlo                                         
	 	NOTARY PUBLIC –
      Deborah DeCarlo


      

       


       

      
        	/s/ Vince
      Vellardita                                    	Date    2/6/09                                             

Vince
Vellardita

    

    President
and CEO of ValCom

    
       

      
        
          	STATE OF	§	 
	COUNTY OF	§	 


        

         

      

    

    This
instrument was acknowledged before me on the ____6____ day of February
2009

    


    by VINCE
VELLARDITA.

    
       

       

       

      
        	 	/s/
      Deborah
      DeCarlo                                         
	 	NOTARY PUBLIC –
      Deborah DeCarlo


      

       

    

     

    
      	/s/
      Richard
      Shintaku                               	Date     2/11/09                                           


    

    Richard
Shintaku

    Director
of ValCom

    
      
         

        
          
            	STATE OF	§	 
	COUNTY OF	§	 


          

           

        

      

    

    This
instrument was acknowledged before me on the ____11th____ day
of February 2009

    


    by
Richard Shintaku.

    
       

       

       

      
        	 	/s/
      John S.
      Rogers                                             
	 	NOTARY PUBLIC – John
      S. Rogers


      

       

      
        
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        	/s/
      Frank
      O'Donnell                                	Date     2/11/09                                           


      

    

    Frank
O'Donnell

    Director
of ValCom

    
      
         

        
          
            	STATE OF	§	 
	COUNTY OF	§	 


          

           

          This
instrument was acknowledged before me on the ____11th____ day of February
2009

        

      

    

    


    by Frank
O'Donnell.

    
       

       

      
         

        
          	 	/s/
      John S.
      Rogers                                             
	 	NOTARY PUBLIC – John
      S. Rogers


        

         

      

    


     

     

    
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