Galen
Capital Corporation

    8300
Greensboro Drive, Suite 225

    McLean,
VA 22102

    


    STRICTLY
PRIVATE AND CONFIDENTIAL

    


    June 11,
2009

    


    UKARMA
Corporation

    Mr. Bill
Glaser

    Chief
Executive Officer

    499 N.
Canon Drive, Suite 308

    Beverly
Hills, CA 90210

    


    Re: Business Combination between UKARMA
Corporation and Galen Capital
Corporation

    


    Dear
Bill:

    


    The
purpose of this letter of intent ("LOI") is to set forth the terms and
conditions pursuant to which Galen Capital Corporation ("'Galen") will effect a
"going public” transaction with UKARMA Corporation (“UKARMA"). This LOI is
intended to serve as a memorandum of the parties' current discussions and to set
forth the general guidelines pursuant to which they will fulfill their due
diligence obligations and discharge their fiduciary duties by
negotiating,  in good faith, the terms and conditions of a definitive
agreement (“Transaction Agreement”). Both parties acknowledge that all of the
provisions of this LOI are binding. No contract or agreement providing for a
Transaction shall be deemed to exist unless and until a Transaction Agreement
has been negotiated and executed between the parties hereto.

    


    1.           The Transaction.
UKARMA or a wholly owned subsidiary of UKARMA will acquire all of the
outstanding shares of stock of Galen in exchange for the issuance of 95.00% of
the outstanding shares of common stock of UKARMA and $275,000 cash paid at
closing (the “Transaction"); provided however, that $50,000 of the $275,000 cash
fee shall be wire transferred to UKARMA as a deposit within 5 business days
after execution of this LOI.  The deposit shall be refunded to Galen
if UKARMA cannot or will not close the Transaction in accordance with this LOI
despite Galen’s willingness to do so.  UKARMA will, as of the date
above of and at the Closing (defined below), be an SEC reporting company with
its shares publicly-traded. At Closing, UKARMA will have no material assets or
liabilities, contingent or otherwise, will be current on all tax obligations,
and will have had no material changes to its business or financial condition.
Upon the consummation of the Transaction and through the issuance of Common
Stock, Galen’s current stockholders will, collectively, beneficially own and
control 95.00% of the total issued and outstanding common stock of UKARMA, with
UKARMA’s current stockholders retaining an aggregate ownership interest equal to
5% of the common stock outstanding after the close of the
Transaction.  After the Transaction, there will be 35.0-40.0 million
shares outstanding with current UKARMA stockholders holding up to 1.75-2.0
million and with Galen stockholders holding up to 33.25-38.0
million.

    


    2.           Form of Transaction.
Management of Galen and UKARMA will cooperate with each other and their
respective counsels in structuring the transaction which may include a share
exchange or merger. UKARMA will use commercially reasonable efforts to structure
a transaction that satisfies Galen’s objectives.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.           Formal Agreement. As
soon as shall be reasonably practicable after acceptance of this LOI, the
parties will enter into a definitive Transaction Agreement. Consistent with and
subject to fiduciary duties imposed on their boards of directors. Galen and
UKARMA shall use commercially reasonable efforts to cause the Transaction
Agreement to be approved and ratified by their respective boards of
directors.

     

    4.           The Closing;
Reincorporation. The parties contemplate that a Closing will take place
as soon as practical following the execution and delivery of the Transaction
Agreement. Immediately after the Transaction, the parties agree that UKARMA will
change its corporate name to "Galen Capital Corporation”, Galen’s bylaws and
articles of Incorporation will be the surviving governing
documents.

     

    5.           Expenses. It is
understood that each party shall pay its respective legal and accounting fees
and other expenses incurred in connection with this LOI, due diligence
activities under paragraph 3 above and in connection with the Transaction;
provided that Galen shall pay $50,000 of UKARMA’s legal
expenses.  Galen shall wire $25,000 as a retainer directly to
Richardson & Patel LLP, UKARMA’s counsel, within 5 days of this Agreement
and shall pay Richardson & Patel LLP the remaining $25,000 at the closing of
the Transaction Agreement. If either party decides to terminate or not proceed
forward with a final transaction, then the party who terminates will pay to the
other party a break up fee of $50,000.00 US.  UKARMA may pay this
break up fee in shares of its common stock valued at $0.03 per share. The break
up fee is not enforced if a material matter should arise prior to
closing.

     

    6.           Outline Only; No
Contract. The parties do not intend this LOI to be a binding contract or
agreement without giving
effect to the conflicts of laws principles thereof. All disputes, controversies
or claims ("disputes") arising out of or relating to this LOI shall in the first
instance be the subject of a meeting between a representative of each party who
has decision-making authority with respect to the mailer in question. Should the
meeting either not take place or not result in a resolution of the dispute
within 20 business days following notice of the dispute to the other party then
the dispute shall be resolved in a binding arbitration proceeding to be held in
Los Angeles, California in accordance with the international rules of the
American Arbitration Association. The parties agree that a panel of three
arbitrators shall be required. Any award of the arbitrators shall be deemed
confidential information for a minimum period of five years. The arbitrators may
award attorneys' fees and other arbitration related expense, as well as pre- and
post-judgment interest on any award of damages, to the prevailing party,
discretion.

    


    7.           Access to Information and
Confidentiality. In connection with the negotiation and preparation of
the Transaction Agreement, UKARMA will make available to Galen, and their
respective  representatives, all books, records, documents and other
information that may be reasonably be requested. Prior to the Closing, each
party shall keep confidential any non-public information obtained from the other
party hereto. In the event of termination of negotiations, each party will
return or cause to be returned to the other all documents and other material
obtained from the other in connection with the Transaction contemplated hereby
and will use all reasonable efforts to keep confidential any such information,
unless such information is ascertainable from public or published information or
already known by the receiving party.

     

    8.           Exclusivity.  Galen
shall have sixty (60) days from the date of this LOI to negotiate and execute
the Transaction Agreement. During the 60-day period,  will deal
exclusively with Galen in connection with the Transaction discussed herein, and
will not enter into discussions, agreements or undertakings with any other party
with regard to the sale or merger, or other disposition of the stock or assets,
of UKARMA. If the negotiations are terminated by either party, UKARMA will be
free to deal with others.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.           Confidentiality;
Non-Disclosure.  Each party to this LOI agrees to maintain the
confidentiality of all of the information received from the other party and use
such information only for the purposes contemplated by this LOI; provided,
however, that the parties shall be permitted to disclose the materials and
information they each receive from the other to their respective advisors,
representatives and agents in connection with performing duties related to the
transaction contemplated in this letter.  In the event of a
termination of this LOI for any reason, each party shall return to the other all
documents (and any copies thereof) and information provided to it by the other
party.  The obligation of confidentiality under this paragraph shall
survive the termination of this LOI.

     

    If the
foregoing meets with the approval of UKARMA please execute this letter in the
spaces provided below and return the same by facsimile transmission to me at
your earliest convenience.

    


    We are
appreciative of the opportunity to work with you and UKARMA and look forward to
a prosperous relationship.

    


    
      
        	
                Very
      truly yours,

              
	 
      
	
                Galen
      Capital Corporation

              
	 
      	 
      
	
                By:

              	
                /s/ William P.
Danielczyk

              
	 
      	
                    
      William P. Danielczyk

              
	 
      	
                     Chairman

              


      

    

    


    ACCEPTED
AND AGREED TO:

    


    UKARMA
Corporation

    


    
      
        	
                By:

              	
                 /s/ Bill Glaser

              
	 
      	 
      
	
                Name:

              	
                Bill Glaser

              
	 
      	 
      
	
                Its:

              	
                CEO

              
	 
      	 
      
	
                Date:

              	
                June 11,
2009