James Monroe Capital Corp (JMON)

[roach4091]

LETTER OF INTENT
Dear Sb:
The purpose of this letter is to set Awth the terms and conditions by which James Monroe Capital Corporation (JMCP) wii acquirt all of the issued and outstanding shares of common stodc of Wales Holding Corporation (Wales) purant to either a share for share exchange agreement or statutory merger as may be detennined in the best interests of the parties by thqir re*pethve counsels and advisors, in rnthdcratiou for the receipt of all of the inu and outstanding shares of common stock of Wales. the Wales shazeholden will be issued such number of shares of JMCP so that immediately following clothng, said shareholders will own appioximately 49.9% of the then isaucd and outstanding common stock of JMCP computed on a filly diluted basis.
When executed by all parties, this Letter çf Intent will constitute a mutually Nndiug arccrnçnt of the parties subject to the execution of the definitive agreements called fbi in this Letter of Intent and satksthctonj completion of the due diligeuce whidi shall be completed no later than tea days following d&iveiy of all rupiested due diligence material, by 1MG’ but in no event later thai’ March 31, 2007 Unless extended by the mutual consent of the parties.
By executing this Agreement the parties represent that the signatonj hentó has the valid corporate authority to execute this Ageena. The patties aee to keep confidential the terms and conditions of this Later of Intent. Sellers may not discuss any sale of the Company’s cOxtrnoxJ stock or assets tO any third pany while this Later of Intern ruaip5 binding and in Ibil three and effect.