Infusion Brands International, Inc. (OTCPK:INBI) signed a letter of intent to acquire Ronco Holdings, Inc. from CD3 Holdings, Inc. in stock, cash and debt on May 25, 2012. Infusion signed an agreement and plan of merger to acquire Ronco from CD3 on August 10, 2012. Upon consummation and in consideration for the merger, CD3 shall be entitled to receive such number of shares of Infusion's common stock equal to 50% of the issued and outstanding common stock of Infusion such that post transaction, CD3 has 50% stake in Infusion. The holder of Ronco's $3 million promissory note agreed to cancel its note on the closing date in consideration for the issuance of a $3 million promissory note of Infusion. A secured holder of certain debt of Ronco which is currently in default executed a forbearance agreement whereby it agreed to accept an aggregate payment of $5 million in consideration for the cancellation of the Ronco Debt, of which $1 million is expected to be paid out of proceeds from the bridge financing. Infusion shall consummate a bridge financing of a minimum of $4 million and a maximum of $6 million of its securities to accredited investors, of which 50% of the proceeds shall be advanced to Ronco to be used for its general working capital purposes.

Robert DeCecco shall resign from his position as Chairman of Infusion's Board of Directors (but will remain a Director of Infusion along with Shad Stastney and Keith Hughes) and CD3 will have the right to appoint a new Chairman. Additionally, CD3 shall appoint two additional nominees to Infusion's Board of Directors and shall appoint Tod Barrett to the position of Co- Chief Executive Officer, who will serve alongside DeCecco as Co-Chief Executive Officer of Infusion. The Boards of Directors of Infusion, Ronco and CD3 approved the transaction. The transaction is subject to completion of due diligence, redemption of all outstanding shares of preferred stock by Ronco, Infusion shall have consumed the bridge financing, delivery of financial statements of Ronco, Infusion shall have filed all reports and documents and others.

Darrin M. Ocasio of Sichenzia Ross Friedman Ference LLP acted as legal advisor for Infusion while Joseph L. Cannella of Eaton & Van Winkle LLP acted as legal advisor for Ronco and CD3 Holdings, Inc. Matthew C. Vogel of Quarles & Brady LLP. acted as legal advisor for Vicis Capital LLC.