LETTER
OF INTENT AGREEMENT

                


                July 16,
2009

                


                


                The purpose of this letter of intent
Agreement (“LOI”) is to set forth certain understandings and certain binding
agreements between, Mob Candy Corp (“MCI”) a company incorporated under the laws
of the State of New York with offices located at 7 Nova Ct. Brooklyn New York
11229 and B2 Digital, Inc. (“BTDG”) (the “Parties”) a publicly traded Pink Sheet
company incorporated under the laws of the State of Delaware, with offices
located at 1030 S. Mesa Drive Suite 105 Mesa, AZ 85210 with respect to the
transactions described below.

                


                1.           Merger.       On
the terms, and subject to the conditions, of one or more definitive agreements
to be entered into between BTDG and MCI (the “Transaction Documents”) this
Letter sets forth the general framework under which, at the closing of the
transactions contemplated by the Transaction Documents (the
“Closing”):

                


                B-2
Responsibilities:

                


                
                  	
                           
      

                        	
                          A.

                        	
                          Purchase
      price to be set upon a value of assets and payment will be made in the
      form of shares of common stock of B2 Digital, shares to fall under Rule
      144. A value on assets will be negotiated to become a part of a definitive
      agreement.

                        


                

                


                
                  	
                           
      

                        	
                          B.

                        	
                          BTDG
      will assume no liabilities or debts. New leases for real property will be
      negotiated and assumed by BTDG.

                        


                

                


                
                  	
                           
      

                        	
                          C.

                        	
                          BTDG
      will purchase from MCI assets to form an operating entity. Mob Candy Corp.
      (MCI) will continue to operate as a wholly owned subsidiary of BTDG. The
      current management of MCI will remain and operate the entity as it has in
      the past.

                        


                

                


                
                  	
                           
      

                        	
                          D.

                        	
                          BTDG
      will appoint Frank DiMatteo, President of MCI, to the Board of Directors
      of BTDG.

                        


                

                


                
                  	
                           
      

                        	
                          E.

                        	
                          BTDG
      and MIC shall provide valuations of each other’s company
      within   30 days of the signing of this Letter of
      Intent.

                        


                

                


                
                  	
                           
      

                        	
                          F.

                        	
                          BTDG
      and MCI upon the receipt of the valuations shall negotiate a purchase
      price for the common shares of BTDG. All of the purchase price will be a
      stock component (shares to fall under Rule 144) that will be paid upon
      closing with full approval of the Board of
  Directors.

                        


                

                 

                
                  
                     


                  

                  
                    1

                    
                      

                    

                  

                  
                     


                  

                


                
                  	
                           
      

                        	
                          G.

                        	
                          BTDG
      and MCI agree that within 45 days of the closing a shareholders meeting
      will be held to elect a new board of
directors.

                        


                

                


                
                  	
                           
      

                        	
                          H.

                        	
                          BTDG
      and MCI agree that in the event the companies cannot reach an agreement
      this Letter of Intent shall become null and void. Both companies shall
      hold each other harmless from any costs or claims arising from the
      contemplated merger.

                        


                

                


                MCI
Responsibilities:

                


                
                  	
                           
      

                        	
                          A.

                        	
                          MIC
      will provide to BTDG all necessary information and records for the over
      all operation of the assets to be purchased from MCI. This would include a
      complete inventory of all equipment and
  contracts.

                        


                

                


                
                  	
                           
      

                        	
                          B.

                        	
                          MCI
      will provide the access to all records and general information of MCI to
      the assigned personnel of BTDG.

                        


                

                


                
                  	
                           
      

                        	
                          C.

                        	
                          MCI
      will allow BTDG to interview all current personnel and make the appreciate
      offer of employment if any to said
personnel.

                        


                

                


                
                  	
                           
      

                        	
                          D.

                        	
                          MCI
      will assign all commitments for funding to BTDG. Said funding will
      continue to be used in the operation of
MCI.

                        


                

                


                2.           OTHER
PROVISIONS.    The
Transaction Documents will contain customary representations, warranties,
covenants, and other agreements, of each of the parties and the Closing will be
subject to usual conditions, including:

                 

                
                  


                  
                    	
                             
      

                          	
                            A.

                          	
                            Receipt
      of all necessary consents or approvals of third parties, including receipt
      of all necessary corporate approvals by July 22,
  2009;

                          


                  

                  


                  
                    	
                             
      

                          	
                            B.

                          	
                            Delivery
      of legal opinions, closing certificates, and other customary certificates
      and other documentation;

                          


                  

                  


                  
                    	
                             
      

                          	
                            C.

                          	
                            The
      completion of due diligence to the satisfaction of each
    party.

                          


                  

                   

                

                3.           COSTS.      BTDG
and MCI shall each be solely responsible for and shall bear all of their
respective expenses, including, without limitation, legal, accounting, and other
advice, incurred in connection with the Transaction Documents and the
transactions contemplated thereby.

                


                4.           PUBLIC
DISCLOSURE.      Neither BTDG nor MCI shall
make any public disclosure of the execution of this Letter of Intent Agreement
or the transactions contemplated hereby or by the Transaction Documents, without
the prior written consent of the other party, or, in the opinion of counsel to a
party, as required by law.  To the extent that public disclosure of
the transactions contemplated by this Letter of Intent Agreement is not made as
aforesaid, neither party shall disclose the existence of this Letter of Intent
or the transactions contemplated hereby to any third party except following the
execution of an appropriate confidentiality agreement protecting the
confidential nature of such information.

                 

                
                  
                     


                  

                  
                    2

                    
                      

                    

                  

                  
                     


                  

                


                5.           CONFIDENTIALITY.      Each
of the parties hereby agrees that (except as may be required by law) it will not
disclose or use and it will cause its officers, directors, employees,
representatives, agents, and advisors not to disclose or use, any Confidential
Information (as hereinafter defined) of the other party at any time or in any
manner and will not use such information other than in connection with its
evaluation of the transactions contemplated by this Letter of Intent
Agreement.  For the purpose of this paragraph, “Confidential
Information” means any information provided by or on behalf of a party to this
Letter of Intent to the other party or any of its representatives and identified
as confidential by the party providing such information, or information which
would logically be considered proprietary or confidential by the disclosing
party under the circumstances under which the information is disclosed.
Notwithstanding the foregoing, (i) Confidential Information may be disclosed by
a party to its officers, directors, employees, representatives, agents, and
advisors who need to know such information for the purpose of evaluating the
transactions contemplated by this Letter of Intent, and provided they agree to
be bound by the terms of this confidentiality clause, (ii) Confidential
Information may be disclosed by the receiving party to the extent the disclosing
party consents in writing to such disclosure, and (iii) Confidential Information
may be disclosed if required by subpoena provided that prior to disclosure
pursuant to said subpoena, the party responding to the subpoena provides the
other party notice of its intent to disclose such information reasonably in
advance of disclosure to permit the other party to obtain a protective
order.  If the transactions contemplated by this Letter of Intent are
not consummated, each party shall return Confidential Information to the
disclosing party.  The provisions of this paragraph shall survive the
termination of this LOI.

                


                6.           CHOICE OF
LAW.      This Agreement shall be governed
by and construed under the laws of the State of Delaware.

                


                7.           EXPENSES.       The
prevailing party in any dispute arising out of this LOI agreement shall be
entitled to reasonable attorneys’ fees and costs.

                


                8.           BINDING
PROVISIONS.        This Letter of
Intent Agreement sets forth our mutual understandings of the transactions to be
described in the Transaction Documents; however, the obligation of the parties
to consummate any such transactions is subject to the negotiation and execution
of the Transaction Documents, and this Letter of Intent shall create no
obligation on the parties to consummate the transactions to be described in the
Transaction Documents.  Notwithstanding the foregoing, the parties
agree that the provisions of paragraphs three through eight, inclusive, of this
Letter of Intent shall be binding upon the parties and their respective
successors and assigns.

                 

                
                  
                     


                  

                  
                    3

                    
                      

                    

                  

                  
                     


                  

                


                Upon execution of both of the parties,
this Letter of Intent Agreement shall constitute a binding obligation between us
to the extent set forth herein.

                
 

                
                  
                    	 
      	 
      	 
      	
                            AGREED
      AND ACCEPTED

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            B2
      Digital Inc.,

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	/s/
      Paul LaBarre 	 
      
	 
      	 
      	 
      	 
      	
                            Name:

                          	
                            Paul
      LaBarre 

                          
	 
      	 
      	 
      	 
      	
                            Title:

                          	
                            President

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                            Date:

                          	7-17-09	 
      
	
                            AGREED
      TO AND ACCEPTED:

                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Mob
      Candy Corp

                          	 
      	 
      	 
      	 
      
	
                            By:

                          	/s/
      Frank DiMatteo	 
      	 
      	 
      	 
      	 
      
	
                            Name:  Frank
      DiMatteo,

                          	 
      	 
      	 
      	 
      
	
                            Title:   President

                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Date:

                          	7/17/09	 
      	 
      	 
      	 
      	 
      


                  

                

              

               

            

          

        

      

      
        
           


        

        
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