EXHIBIT 10.31
________________________________
AGREEMENT APPOINTING SECURITIES TRANSFER
CORPORATION AS TRANSFER AGENT AND REGISTRAR
This Agreement is made this 6th day of February, 1997, between Securities
Transfer Corporation, a Texas corporation, and Media Entertainment, Inc.,
a Nevada corporation (the "Company").
1. Appointment. Securities Transfer Corporation is hereby appointed transfer
agent and registrar of the following shares of the Company's stock:
Number of Shares
Number of Shares
Par Value Authorized in Certificate
Covered by
Class Per Share of Incorporation This
Appointment
Common $.0001 100,000,000
100,000,000
By special resolution adopted by the Company's Board of Directors,
Securities Transfer Corporation may from time to time be appointed to act in
the capacity of dividend disbursing agent, warrant agent, exchange agent,
redemption agent, escrow agent or any other similar capacity as may be
agreed upon by Securities Transfer Corporation and the Company.
2. Originally Issued Shares. Securities Transfer Corporation is hereby
authorized originally to issue, register and countersign certificates
(that is,
certificates not issued upon transfer and cancellation of existing
certificates
then outstanding) of the Company's stock covered by this appointment upon
being furnished with an appropriate written request signed by an officer
of the
Company, a certified copy of a resolution of the Board of Directors
authorizing such original issue and, if specifically requested by Securities
Transfer Corporation, an opinion of counsel as described in Paragraph
15(g)(i), (ii) and (iii), below.
3. Transfer of Outstanding Shares. Securities Transfer Corporation is hereby
authorized to accept for transfer any outstanding certificates representing
the
Company's stock covered by this appointment, and to issue and countersign
new certificates in place thereof, except that Securities Transfer Corporation
may refuse to transfer such certificate if it in good faith believes that the
certificate, when surrendered for transfer, is not validly or genuinely
endorsed
or is otherwise not in compliance with law. Securities Transfer Corporation
reserves the right to refuse to transfer shares until it is satisfied that the
requested transfer is legally authorized and it shall incur no liability for
the
refusal in good faith to make transfers which it, in its judgment, believes
may
be improper, unauthorized or for any reason not permitted by law. Securities
Transfer Corporation may, in effecting transfers, rely upon Simplification
Acts
or the Uniform Commercial Code which it believes may protect Securities
Transfer Corporation and the Company in not requiring complete
documentation. In cases in which Securities Transfer Corporation is not
directed or otherwise required to maintain the consolidated records of
stockholders' accounts, Securities Transfer Corporation shall not be liable
for
any loss which may arise by reason of not having such records where it has
exercised ordinary diligence. Securities Transfer Corporation shall be under
no duty to use a greater degree of diligence by reason of not having such
records.
4. Transfer or Cancellation of Treasury Shares. Securities Transfer
Corporation is hereby authorized to transfer or cancel certificates of the
Company's stock covered by this appointment in the name of or belonging to
the Treasury of the Company, upon receipt of the certificate(s) endorsed by
an officer of the Company, a certified copy of a resolution of the Board of
Directors authorizing such endorsement and such transfer or cancellation, and,
in the case of a transfer only, an opinion of counsel as described in
Paragraph
15(g)(iii), below.
5. Lost of Destroyed Certificates. Securities Transfer Corporation may
issue
new certificates in place of certificates represented to have been lost,
stolen
or destroyed in accordance with the Board of Directors' resolution described
in Paragraph 15(h), below, upon receiving a bond or other indemnity
satisfactory to Securities Transfer Corporation. Securities Transfer
Corporation is further authorized in its discretion to issue a new
certificate in
exchange for, and upon surrender of, an identifiable mutilated certificate.
6. Delivery of Certificates by Mail. Securities Transfer Corporation is
hereby
authorized to forward stock certificate, scrips and warrants of the Company
by mail in accordance with the terms of a blanket bond or other satisfactory
indemnity covering non-receipt of such mailed instruments. Said bond shall
name, directly or indirectly, the Company and Securities Transfer Corporation
as obliges. In the event of the non-receipt of such certificates mailed by
Securities Transfer Corporation, the Company hereby authorizes the issuance
of new certificates for a like amount in place thereof upon receipt of a
properly executed affidavit and proof of loss provided under said blanket bond
and the issuance by the surety company of an assumption of the loss under
said blanket bond, all without further action or approval of the Board of
Directors of the Company.
7. Unclaimed or Undelivered Stock Certificates. Where a stock certificate,
for any reason, is in the possession of Securities Transfer Corporation
and has
not been claimed by the registered holder or cannot be delivered to the
registered holder through usual channels, Securities Transfer Corporation
may, after the expiration of two years from the date said certificate was
issued, return said certificate to the Company to be held by the Company for
the registered holder or transferred in accordance with applicable laws.
8. Books and Records. Securities Transfer Corporation is hereby authorized
to establish and maintain such books of the Company as may be required in
the performance of its agency, and to establish and maintain stock ledgers for
the Company and to make entries therein of all certificates issued, cancelled
and transferred. In case of any request or demand for the inspection of such
stock books, Securities Transfer Corporation will endeavor to notify the
Company and to secure instructions as to permitting or refusing such
inspection. Securities Transfer Corporation reserves the right however, to
exhibit the stock books to any person if it is advised by its counsel that
it may
be held liable for the failure to exhibit the stock books to such person.
9. Instructions, Opinions of Counsel and Signatures. At any time Securities
Transfer Corporation may apply to an officer of the Company for instructions
or information, and may consult counsel for the Company or its own counsel,
in respect to any matter arising in connection with the agency, and it
shall not
be liable for any action taken or omitted by it in good faith in accordance
with
such instructions, information or the advice or opinion of counsel.
Securities
Transfer Corporation shall be protected in acting upon any paper or document
believed by it to be genuine and to have ben signed by the proper person or
persons and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Company. It
shall also
be protected in recognizing stock certificates which it reasonably believes
bear
the proper manual or facsimile signatures of the officers of the Company and
the proper counter-signature of a transfer agent or registrar, or of a con-
transfer agent or co-registrar. Securities Transfer Corporation may rely
conclusively, for any and all purposes, upon any advice of transfers made in
the course of transfer or representing original issuances, retirements or
cancellation of shares; upon advice of stop transfer orders placed, released
or
in effect against outstanding certificates; and upon any certification or
notification as to the number of shares issued, the certificates representing
such shares and other information which Securities Transfer Corporation may
receive from time to time from any co-transfer agent or co-registrar. It
shall
be protected in relying upon all information contained in Appendix A hereto
or otherwise supplied to Securities Transfer Corporation by the Company in
accordance with the provisions of this Agreement.
10. Indemnification. Securities Transfer Corporation shall not be liable for
any act or omission in connection with this agency except for its own
negligence or willful misconduct. The Company assumes full responsibility
and will indemnify Securities Transfer Corporation and save it harmless from
and against any and all actions or suits, whether groundless or otherwise, and
from and against any all losses, damages, costs, charges, counsel fees,
payments, expenses and liabilities arising out of the agency relationship,
where
Securities Transfer Corporation has acted without negligence and without
willful misconduct. Securities Transfer Corporation shall not be under any
obligation to prosecute any action or suit in respect of any agency
relationship
which, in its sole judgment, may involve it in expense or liability. In any
action or suit the Company shall, as often as requested, furnish Securities
Transfer Corporation with satisfactory indemnity against any expense or
liability growing out of such action or suit by or against Securities Transfer
Corporation in its agency capacity.
11. Previous Transfer Agent. The Company shall indemnify, protect and hold
harmless Securities Transfer Corporation for many liability arising from any
actions or failures to act on the part of any previous stock transfer agents
retained by the Company, specifically including, but not limited to, liability
arising from any lack of completeness or validity of the records maintained by
any such previous stock transfer agents or provided to Securities Transfer
Corporation by such previous stock transfer agents.
Securities Transfer Corporation agrees to exercise reasonable diligence in
converting the records and information of any such previous stock transfer
agent to Securities Transfer Corporation's system, and in researching the
records of any such previous stock transfer agent to identify and resolve
errors and discrepancies contained therein.
12. Compliance With Law. Securities Transfer Corporation may, without
liability to the Company, refuse to perform any act in connection with this
agency where in good faith reliance upon the opinion of its counsel, it
believes
in good faith that such act may subject it or its officers or employees to
criminal liability under any law of any state or of the United States and, in
particular, under the Securities Act of 1933.
13. Stock Certificates and Signatures. The Company shall furnish Securities
Transfer Corporation with a sufficient supply of blank stock certificates and
from time to time will renew such supply upon the request of Securities
Transfer. Such blank stock certificates shall be properly signed by
officers of
the Company authorized by law or by the Company's bylaws to sign stock
certificates and, if required, shall bear the corporate seal or facsimile
thereof.
The Company shall file promptly with Securities Transfer Corporation written
notice of any change in the officers authorized to sign stock certificates,
written instructions or requests, together with specimen signature of each
newly authorized officer. In case of any officer of the Company who shall
have properly signed blank stock certificates shall die, resign or be removed
prior to the issuance of such certificates, Securities Transfer Corporation as
transfer agent and/or as registrar may issue or register such stock
certificates
as the stock certificates of the Company notwithstanding such death,
resignation or removal; and the Company shall file promptly with Securities
Transfer Corporation such approval, adoption or ratification as may be
required by law.
14. Effective Date. This appointment shall be effective the opening of
business February 7, 1997.
15. Necessary Documentation. Prior to the effective date of this
appointment, the Company shall furnish the following documents to Securities
Transfer Corporation:
(a) A copy of the resolution of the Board of Directors ratifying, confirming
and approving this Agreement, certified by the Secretary of the Company.
(b) A copy of the Company's Certificate of Incorporation and all amendments
thereto, certified by the Secretary of State of the State of the Company's
incorporation.
(c) A copy of the bylaws of the Company and all amendments thereto,
certified by the Secretary of the Company.
(d) Specimen stock certificates for each class of stock (outstanding or to be
outstanding) of the Company for which Securities Transfer Corporation is
being appointed transfer agent and registrar.
(e) A list, certified by the Secretary of the Company or the transfer agent
which Securities Transfer Corporation is succeeding, showing the number and
date of each outstanding certificate, the name in which issued, the number of
shares represented thereby, the address and taxpayer identifying number of the
stockholder, all stop transfer orders in respect to such certificate and the
reason for such orders and, finally, all certificates issued as replacements
for
those reported lost, stolen or destroyed.
(f) A list, certified by the Secretary of the Company, showing the number and
date of each outstanding Insider (Non-Registered) certificate, the name in
which issued, the number of shares represented thereby, and the address and
taxpayer identifying number of the stockholder.
(g) An opinion of the Company's counsel as to:
(i) The validity of the Company's organization and continuing existence;
(ii) The validity of the issuance of the stock for which Securities
Transfer
Corporation is being appointed;
(iii) The status of all such stock, including shares which are
reserved for
specific purposes, under the Securities Act of 1933, and any other applicable
Federal or State statute (i.e., if registration is necessary, the effective
date of
the registration statement or, if exempt, the specific basis theretofore).
(h) A copy of the resolution of the Board of Directors, certified by the
Secretary of the Company, authorizing Securities Transfer Corporation to
proceed from time to time with any necessary replacements of lost, stolen or
destroyed certificates, upon bond(s) or other indemnity satisfactory to
Securities Transfer Corporation.
(i) Any additional information as may be specifically requested by Securities
Transfer Corporation in connection with its appointment or the performance
of its duties.
16. Future Amendments of Charter and Bylaws. The Company shall file with
Securities Transfer Corporation certified copies of all amendments to its
articles of incorporation or bylaws made after the date of creation of the
agency.
17. Fees. The Company shall pay to Securities Transfer Corporation such
fees for Securities Transfer's services as are reflected in the Fee Schedule
attached hereto as Appendix A and incorporated herein by this reference, and
shall reimburse Securities Transfer Corporation for all extraordinary out-of-
pocket expenses incurred in the performance of its duties hereunder.
18. Printing of New Stock Certificates. Prior to printing of any new stock
certificates which we will countersign, proofs thereof must be submitted to
Securities Transfer Corporation for approval.
19. Stock Listed on a Securities Exchange. If the class of stock for which
Securities Transfer Corporation is appointed is listed on a Securities
Exchange, the Company will comply with the rules and regulations of such
Exchange including application to the Exchange for the listing of additional
shares sufficiently in advance so as to permit, upon receipt by Securities
Transfer Corporation of such authorization from the Exchange as may be
required, the timely issuance and delivery as Transfer Agent or registration
as
Registrar of certificates representing such additional shares. Securities
Transfer Corporation may rely upon any listing application, letters or other
written instruments executed by an officer of the Company and directed to the
Exchange by counsel for the Company as though such letters, instruments, or
opinions had been addressed or submitted to Securities Transfer Corporation
itself and with the same rights of indemnification as described in
paragraph 10
above.
20. Notice to Securities Transfer Corporation. The Company shall promptly
notify Securities Transfer Corporation:
A. All action, when declared, with respect to the payment or non-payment of
cash dividends..
B. Any prospectus, preliminary and final, of the Company as filed with the
Securities and Exchange Commission.
C. All material, including that for annual or special meetings, mailed by the
Company to its stockholders.
21. Filing Requirements. The Company will promptly file with Securities
Transfer Corporation when effective or available, a copy of each of the
following:
A. Any final listing application for additional amounts of listed securities.
B. Any prospectus, preliminary and final, of the Company as filed with the
Securities and Exchange Commission.
C. All material, including that for annual or special meetings, mailed by the
Company to its shareholders.
22. Termination. This Agreement may be terminated by either party without
cause upon receipt of written notice thirty days prior to the termination
date.
Securities Transfer Corporation further reserves the right to terminate this
Agreement upon 72 hours' advance notice to the Company in the event of a
disagreement concerning the lawfulness of any transfer or other action
requested by the Company, failure to timely pay fees due Securities Transfer
Corporation or other cause, whether or not similar to the foregoing.
Securities Transfer Corporation shall be reimbursed for all reasonable
expenses, including charges for the shipment of records, associated with
termination of the agency created by this Agreement by either party, and the
termination fee stated in Exhibit A.
23. Successor Transfer Agent. Any corporation into which STC may be
merged or converted or with which its may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
STC may be a party, or any corporation succeeding to the corporate trust
business of STC, shall be the successor to STC hereunder without the
execution or filing of any paper or any further act of a party or the parties
hereto. In any such event that the name of STC is changed, STC or such
successor may adopt the countersignatures of the original transfer agent and
any countersign such certificates either in the name of the predecessor
transfer
agent or in the name of the successor transfer agent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
SECURITIES TRANSFER CORPORATION
By: /s/ Xxxxx Xxxxxx, Xx.
Authorized Signature
MEDIA ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President
