Attachment Deal Narrative

This document pretains to SES-T/C-20121121-01034 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2012112101034_976082

Description of Transaction One Horizon Group plc,j/kla Satcom Group Holdings pic, ("One Horizon") has entered into a Securities Exchange Agreement with Intelligent Communication Enterprise Corporation ("ICE"), a provider of multimedia content and integrated media services, including special interest magazines. Under the Securities Exchange Agreement, the shareholders of One Horizon are given the right to exchange their shares for those of ICE. ICE is a Pennsylvania Corporation with principal offices in Singapore, trading over the counter on NASDAQ (Ticker Symbol: ICMC). All shareholders of One Horizon ("One Horizon Shareholders") are being offered shares of ICE common stock in exchange for their One Horizon shares (the "ICE Transaction"). All One Horizon Shareholders have irrevocably agreed to exchange their One Horizon shares for ICE shares in the ICE Transaction. Following the closing of the ICE Transaction, One Horizon Shareholders representing a present ownership interest of 100% of One Horizon will hold more than 95% of the issued and outstanding shares of ICE. Further, the Officers and Directors of One Horizon Group will assume the corresponding positions of Officers and Directors of ICE and One Horizon will become a subsidiary of ICE. It is anticipated that ICE will be renamed as the One Horizon Group. An illustration of the share exchange transaction is attached hereto.

Share Exchange Transaction 100% Shareholders 96.5% Shareholders One Horizon Group pic Intelligent Communication Becomes Enterprise, Inc. !/k/a Satcom Group Holdings pic --.. a UK public limited company A Pennsylvania Corporation Governing Board Governing Board Becomes One Horizon Group pic ~ Intelligent Communication Enterprise, Inc. Officers Officers Becomes One Horizon Group pic --..~ Intelligent Communication Enterprise, Inc.


Document Created: 2012-11-21 14:42:41
Document Modified: 2012-11-21 14:42:41
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