bydesign8kex101_3102009.htm


     

          


    


                      Exhibit
10.1

    


    [Letterhead
of AHC]

    


    March 6,
2009

    


    Deanie J.
Underwood, President

    By
Design, Inc.

    2519 east
Kentucky Avenue

    Denver,
Colorado 80209

    


    Re: Merger of Asset Holdings, Inc. and
By Design, Inc.

    


    Ladies
and Gentlemen:

    


    The purpose of this letter of intent
("Letter") is to set forth certain nonbinding understandings and certain binding
agreements between Asset Holdings Corporation, a Maryland corporation ("AHC"),
By Design, Inc., a Nevada corporation ("BYDE") and Deanie J. Underwood and
Bradley C. Underwood (the “Controlling Shareholders”), with respect to the
triangular statutory merger between AHC and a subsidiary of  BYDE
pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
amended (the “Code”)(the "Merger").

    


    The following numbered paragraphs
reflect our understanding with respect to the matters described in them, but are
not to constitute a complete statement of, or a legally binding or enforceable
agreement or commitment on the part of, AHC, BYDE or the Controlling
Shareholders with respect to the matters described therein or to impose on AHC,
BYDE or the Controlling Shareholders an enforceable duty or obligation to
negotiate towards or conclude any such agreement or commitment.

    
 

    1.           Merger

    


    
      	
              (a)

            	
              On
      the terms and subject to the conditions to be set forth in a definitive,
      legally binding, written agreement to be negotiated and entered into by
      AHC, BYDE and the Controlling Shareholders (the "Agreement"), AHC will merge into BYDE, with BYDE being the surviving
      corporation, at the closing (the "Closing") specified in the
      Agreement.  Immediately after the Closing, the shareholders of
      AHC prior to the Merger shall own Ninety Two percent (92%) of the issued
      and outstanding shares of common stock of BYDE substantially in accordance
      with the Capitalization Table attached hereto as Exhibit A.1

            


    

     

    _______________________

     

    1 It is
anticipated that eight (8%) of the issued and outstanding stock of BYDE
immediately after the Merger shall be issued to Capital Group Communications,
Inc., and its affiliates, for fees in connection with the Merger and certain
consulting services.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (b)

            	
              The
      Closing is conditioned upon (i) the completion of a certified audit by a
      PCAOB accounting firm for filing with the Securities and Exchange
      Commission as part of a Form 8-K; (ii) the preparation for filing of a
      Form 8-K containing the material disclosures mandated by the Securities
      Act of 1933 (the “1933 Act”) and the Securities Exchange Act of 1934 (the
      “1934 Act”) pertaining to the operations of AHC and BYDE after the
      Closing; and  (iii) approval by the board of directors, and
      shareholders if necessary, of each of BYDE and
  AHC.

            


    

    


    
      	
              (c)

            	
              At
      the Closing, (i) the board of directors of BYDE, and members of any of its
      committees, shall resign and AHC shall appoint the members of the board of
      directors, and any committees thereto, of BYDE; (ii) the officers of BYDE
      shall resign and the subsequently appointed board of directors shall elect
      successor officers as designated by AHC; (iii) the Controlling
      Shareholders shall execute Restricted Stock Agreements whereby the stock
      of the Controlling Shareholders will be restricted from sale during the
      initial sixty days after the Closing; and (iv) the required forms shall be
      prepared to be filed pursuant to the 1934
Act.

            


    

     

    
      
        	
                (d)

              	At the Closing, BYDE’s subsidiaries shall be sold to a private
      investor group selected by BYDE


      

      
 

    

    2.           Other
Provisions

    


    The Agreement will contain usual and
customary representations, warranties, covenants, and other agreements, on
behalf of BYDE and AHC, and their respective stockholders, and the Closing will
be subject to usual and customary conditions, including:


              

    
      
        	 	(a) 	obtaining
      of necessary consents or approvals of governmental bodies, lenders,
      lessors, or other third parties;
	
                 
      

              	
                (b)

              	
                absence
      of pending or threatened
litigation;

              


      

    

    
      	
               
      

            	
              (c)

            	
              satisfactory
      completion of each parties’ due diligence investigation and certified
      audit; and

            


    

    
      	
               
      

            	
              (d)

            	
              delivery
      of customary legal opinions, closing certificates, and other
      documentation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Upon execution of counterparts of this
Letter by you, the following lettered paragraphs will constitute the legally
binding and enforceable agreement of AHC, BYDE and the Controlling Shareholders
(in recognition of the significant costs to be borne by AHC, BYDE and the
Controlling Shareholders in pursuing this transaction and further in
consideration of their mutual undertakings as to the matters described
herein).

     

    
      	
              (a)

            	
              Access.  Subject
      to the terms set forth in paragraph (g) below respecting confidentiality
      and certain other matters, each party to this Agreement will afford the
      other parties’ employees, auditors, legal counsel, and other authorized
      representatives all reasonable opportunity and access during normal
      business hours to inspect, investigate, and audit the assets, liabilities,
      contracts, operations, and business of AHC and BYDE, respectively, before
      Closing.  The parties will conduct such inspection,
      investigation, and audit in a reasonable manner during regular business
      hours.

            


    

    


    
      	
              (b)

            	
              Consents.  The
      parties hereto will cooperate with one another and proceed, as promptly as
      is reasonably practicable, to seek to obtain all necessary consents and
      approvals from lenders and landlords, and to endeavor to comply with all
      other legal or contractual requirements for or preconditions to the
      execution and consummation of the
Agreement.

            


    

    


    
      	
              (c)

            	
              Best
      Efforts.  The parties hereto will negotiate in good faith
      and use their best efforts to arrive at a mutually acceptable definitive
      Agreement for approval, execution, and delivery on the earliest reasonably
      practicable date.  The parties hereto will thereupon use their
      best efforts to affect the Closing and to proceed with the transactions
      contemplated by the Agreement as promptly as is reasonably
      practicable.

            


    

    


    
      	
              (d)

            	
              Exclusive
      Dealing.  Neither party hereto will offer to merge with
      any person other than the other, nor will either party, or any of its
      stockholders, enter into negotiation with any other party for the
      disposition of the business or stock of the other during the pendency of
      negotiations between AHC and BYDE, and neither AHC nor BYDE will
      unilaterally terminate these negotiations without cause unless: (i) the
      transactions contemplated by the Agreement shall not have been approved by
      the boards of directors of both AHC and BYDE; (ii) the Closing shall not
      have occurred on or before July 1, 2009; or (iii) a material change or
      event (exclusive of a competing offer) shall have occurred that would make
      proceeding with such execution and approval of the Agreement or such
      Closing illegal, invalid, or contrary to the fiduciary duties of the board
      of directors of AHC or BYDE.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (e)

            	
              Costs.  AHC
      and BYDE will each be solely responsible for and bear all of its own
      respective expenses, including, without limitation, expenses of legal
      counsel, accountants, and other advisers, incurred at any time in
      connection with pursuing or consummating the Agreement and the
      transactions contemplated thereby.

            


    

    


    
      	
              (f)

            	
              Public
      Disclosure.  Before the Closing, neither AHC nor BYDE
      shall make any public release of information regarding the matters
      contemplated herein except (i) that a joint press release in agreed form
      shall be issued by AHC and BYDE as promptly as is practicable after the
      execution of this Letter, (ii) that AHC and BYDE may each continue such
      communications with employees, customers, suppliers, franchisees, lenders,
      lessors, shareholders, and other particular groups as may be legally
      required or necessary or appropriate and not inconsistent with the best
      interests of the other party or the prompt consummation of the
      transactions contemplated by this Letter, and (iii) as required by
      law.

            


    

    


    
      	
              (g)

            	
              Confidentiality.  The
      parties hereto agree that (except as may be required by law) they will not
      disclose or use and they will cause its officers, directors, employees,
      representatives, agents, and advisers not to disclose or use, any
      Confidential Information (as hereinafter defined) with respect to each
      other furnished, or to be furnished, by either party to the other in
      connection herewith at any time or in any manner and will not use such
      information other than in connection with its evaluation of the
      Merger.  For the purposes of this paragraph (g) "confidential
      information" means any information transmitted form one party to the other
      party.  If the Merger is not consummated, each party will
      promptly return all documents, contracts, records, or properties to the
      other.  The provisions of this paragraph (g) shall survive the
      termination of this Letter.

            


    

    


    
      	
              (h)

            	
              Except
      with respect to the provisions of paragraph (g), either party hereto may
      terminate this Letter and hereafter this Letter shall have no force and
      effect and the parties shall have no further obligations hereunder if the
      Agreement is not signed on or before March 31, 2009, if such terminating
      party is not in breach of any of the binding provisions
      hereof.

            


    

    


    


    


    
      	
               
      

            	
              [This
      space left intentionally blank.]

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Please
sign and date this Letter prior to March 10, 2009 in the spaces provided below
to confirm our mutual understandings and agreements as set forth in the Letter
and return a signed copy to the undersigned.  If we do not receive a
signed copy of this Letter on or before March 10, 2009, we will assume you have
no further interest in pursuing this matter.

    


    Very truly yours,

    


    


    Asset Holdings
Corporation

    


    By: /s/ Yeota
Christie                                                               

    Name: Yeota Christie

    Title: President

    Date: March 6, 2009

    


    


    ACKNOWLEDGED
AND AGREED TO:

    


    BYDE

    


    By:
/s/  Deanie J.
Underwood                                                                         

    Name:
Deanie J. Underwood

    Title:   
President

    Date:  
March 6, 2009