EXHIBIT 10.7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT is dated as of March 29, 2001, between
Waveland Capital, LLC, a Colorado limited liability company ("Purchaser") and
Pro Net Link Corp., a Nevada corporation (the "Company").
A. Simultaneous with the execution and delivery of this Agreement, pursuant
to a Common Stock Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") by and between the Purchaser and the Company, the Purchaser has
committed to purchase up to $5,000,000 of the Company's Common Stock and the
Company has agreed to issue to the Purchaser Initial Warrants, and, under
certain circumstances, Performance Warrants, or Undrawn Minimum Warrants. Terms
not defined herein shall have the meanings ascribed to them in the Purchase
Agreement.
B. The Company desires to grant to the Purchaser the registration rights
set forth herein with respect to the Shares.
NOW, THEREFORE, the parties hereto mutually agree as follows:
AGREEMENTS
SECTION 1. REGISTRABLE SECURITIES. "Registrable Security" or "Registrable
Securities" means all shares of the Common Stock of the Company registered
pursuant to the Registration Statement pursuant to the terms and conditions set
forth below. Such shares of the Common Stock and shall be in a sufficient number
for the Company to cover the conversion of the Initial Warrants and, under
certain circumstances, the Performance Warrants or the Undrawn Minimum Warrants
(all as defined in the Purchase Agreement) based on the closing bid price of the
Common Stock as of the date of the filing of the Registration Statement but not
more than 20,000,000 shares. The shares of the Common Stock of the Company to be
registered hereunder, including without limitation, those necessary to be issued
as a result of the Put Notices and those necessary to be issued upon conversion
of all Warrants, shall be referred to as the "Shares." The Registration
Statement shall state that, in accordance with the Securities Act, it also
covers such indeterminate number of additional shares of Common Stock as may
become issuable to prevent dilution resulting from stock splits, or stock
dividends. If at any time the total number of Shares issuable upon (i) exercise
of the Initial Warrants plus (ii) either the Performance Warrants or the Undrawn
Minimum Warrants, exceeds the aggregate number of shares of Common Stock then
registered, the Company shall, within ten business days after receipt of written
notice from the Purchaser, file with the SEC an additional Registration
Statement on Form SB-2 or any other applicable registration statement, to
register such additional shares of Common Stock issuable as provided above that
exceed the aggregate number of shares of Common Stock already registered. For
purposes of determining when Purchaser may require the Company to register
additional Shares as provided above, Purchaser shall only be eligible to request
such registration during the first 10 Trading Days of a calendar month if the
Purchaser shall calculate the average closing bid price of the Shares for the
previous calendar month and, based upon that average bid price, determine the
total number of Shares that would be issuable upon exercise of the total of the
Initial Warrants and either the Performance Warrants or the Undrawn Minimum
Warrants would exceed the Shares previously registered as aforesaid.
SECTION 2. RESTRICTIONS ON TRANSFER. The Purchaser acknowledges and
understands that in the absence of an effective Registration Statement
authorizing the resale of the Shares as provided herein, the Shares are
"restricted securities" as defined in Rule 144. The Purchaser understands that
no disposition or transfer of the Shares may be made by Purchaser in the absence
of (i) an opinion of counsel to the Purchaser, in form and substance reasonably
satisfactory to the Company, that such transfer may be made without registration
under the Securities Act or (ii) such registration.
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With a view to making available to the Purchaser the benefits of Rule 144,
the Company agrees to:
(a) comply with the provisions of paragraph (c)(1) of Rule 144; and
(b) file with the Commission in a timely manner all reports and other
documents required to be filed by the Company pursuant to Section 13 or 15(d)
under the Exchange Act; and, if at any time it is not required to file such
reports but in the past had been required to or did file such reports, it will,
upon the request of the Purchaser, make available other information as required
by, and so long as necessary to permit sales of, its Registrable Securities
pursuant to Rule 144.
SECTION 3. REGISTRATION RIGHTS WITH RESPECT TO THE SHARES.
(a) The Company agrees that it will prepare and file with the Securities
and Exchange Commission ("Commission"), within 30 days after the date hereof, a
registration statement (on Form SB-2, or other appropriate form of registration
statement) under the Securities Act (the "Registration Statement"), at the sole
expense of the Company (except as provided in Section 3(d) hereof), in respect
of Purchaser, so as to permit a public offering and resale of the Shares under
the Securities Act by the Purchaser. The Company agrees to register such shares
of the Company's Common Stock so as to have a total of 20,000,000 shares
available for issuance to the Purchaser pursuant to the Purchase Agreement for
resale by the Purchaser.
(b) The Company shall use its best efforts to cause the Registration
Statement to become effective within the earlier of (i) 75 days of the date
hereof, or (ii) five days after receiving written notice of SEC clearance and
will within such five days request acceleration of effectiveness. The Company
will notify the Purchaser of the effectiveness of the Registration Statement
within one Trading Day of such event.
(c) The Company will maintain the Registration Statement or post-effective
amendment filed under this Section 3 hereof effective under the Securities Act
until the date that all the Shares have been disposed of pursuant to the
Registration Statement or until such earlier time as the Shares then held by
Purchaser may be sold under Rule 144 under the Securities Act (the
"Effectiveness Period").
(d) All fees, disbursements and out-of-pocket expenses and costs incurred
by the Company in connection with the preparation and filing of the Registration
Statement under subparagraph 3(a) and in complying with applicable securities
and a reasonable number of Blue Sky laws (including, without limitation, all
attorneys' fees of the Company) shall be borne by the Company. The Purchaser
shall bear the cost of underwriting and/or brokerage discounts, fees and
commissions, if any, applicable to the Shares being registered.
(e) The Purchaser and its counsel shall have a reasonable period, not to
exceed five Trading Days, to review the proposed Registration Statement or any
amendment thereto, prior to filing with the Commission, and the Company shall
provide the Purchaser with copies of any comment letters received from the
Commission with respect thereto within two Trading Days of receipt thereof.
(f) Upon reasonable request of Purchaser, the Company shall make reasonably
available for inspection by the Purchaser, any underwriter participating in any
disposition pursuant to the Registration Statement, and any attorney, accountant
or other agent retained by the Purchaser or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and cause the Company's officers, directors and
employees to supply all information reasonably requested by the Purchaser or any
such underwriter, attorney, accountant or agent in
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connection with the Registration Statement, in each case, as is customary for
similar due diligence examinations; provided, however, all records, information
and documents that are designated in writing by the Company, in good faith, as
confidential, proprietary or containing any material non-public information
shall be kept confidential by the Purchaser and any such underwriter, attorney,
accountant or agent, unless such disclosure is made pursuant to judicial process
in a court proceeding (after first giving the Company an opportunity promptly to
seek a protective order or otherwise limit the scope of the information sought
to be disclosed) or is required by law, or such records, information or
documents become available to the public generally or through a third party not
in violation of an accompanying obligation of confidentiality. If the foregoing
inspection and information gathering would otherwise disrupt the Company's
conduct of its business, such inspection and information gathering shall, to the
maximum extent possible, be coordinated on behalf of the Purchaser and the other
parties entitled thereto by one firm of counsel designed by and on behalf of the
Purchaser and other parties.
(g) The Company shall qualify the Shares for sale in New York, Colorado,
and such other states reasonably designated by the Purchaser (not to exceed a
total of eight states with total filing fees and related expenses (including
without limitation, reasonable attorneys fees) not to exceed $10,000) that allow
for registration by coordination with SEC cleared registration statements, and
shall furnish indemnification in the manner provided in Section 6 hereof.
However, the Company shall not be required to qualify in any state which will
require an escrow or other restriction relating to the Company and/or the
sellers, or which will require the Company to qualify to do business or become a
taxpayer in such state or require the Company to file therein any general
consent to service of process.
(h) The Company at its expense will supply the Purchaser with copies of the
Registration Statement and other related documents in such quantities as may be
reasonably requested by the Purchaser.
(i) The Company shall not be required by this Section 3 to include the
Purchaser's Shares in any Registration Statement which is to be filed if, in the
opinion of counsel for both the Purchaser and the Company (or, should they not
agree, in the opinion of another counsel experienced in securities law matters
acceptable to counsel for the Purchaser and the Company) the proposed offering
or other transfer as to which such registration is requested would result in all
purchasers or transferees obtaining securities which are not "restricted
securities", as defined in Rule 144 under the Securities Act.
(j) If at any time or from time to time after the effective date of the
Registration Statement, the Company notifies the Purchaser in writing of the
existence of a Potential Material Event (as defined in Section 3(k) below), the
Purchaser shall not offer or sell any Shares or engage in any other transaction
involving or relating to Shares, from the time of the giving of notice with
respect to a Potential Material Event until the Purchaser receives written
notice from the Company that such Potential Material Event either has been
disclosed to the public or no longer constitutes a Potential Material Event (the
"Suspension Period"). Notwithstanding anything herein to the contrary, if a
Suspension Period occurs between the Commencement Date and the Settlement Date
relating to any Put, then the related Put Notice shall be deemed cancelled at
the option of the Purchaser exercised in writing no later than (x) two Trading
Days prior to the applicable Settlement Date and (y) one Trading Day following
the end of the Suspension Period, but in no event later than the scheduled
Settlement Date related to such Put. If a Potential Material Event occurs prior
to the date the Registration Statement is filed, then the Company's obligation
to file the Registration Statement shall be delayed without penalty for not more
than 30 calendar days. The Company must give the Purchaser notice of the
existence of a Potential Material Event in writing at least two Trading Days
prior to the first day of any Suspension Period, if lawful and/or possible to do
so.
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(k) "Potential Material Event" means any of the following: (i) the
possession by the Company of material information that is not ripe for
disclosure in a registration statement, as determined in good faith by the Chief
Executive Officer or the Board of Directors of the Company or that disclosure of
such information in the Registration Statement would be detrimental to the
business and affairs of the Company; or (ii) any material engagement or activity
by the Company which would, in the good faith determination of the Chief
Executive Officer or the Board of Directors of the Company, be adversely
affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Chief
Executive Officer or the Board of Directors of the Company that the Registration
Statement would be materially misleading absent the inclusion of such
information.
SECTION 4. COOPERATION WITH COMPANY. The Purchaser will cooperate with the
Company in all respects in connection with this Agreement, including timely
supplying all information reasonably requested by the Company (which shall
include all information regarding the Purchaser and proposed manner of sale of
the Registrable Securities required to be disclosed in the Registration
Statement) and executing and returning all documents reasonably requested in
connection with the registration and sale of the Registrable Securities and
entering into and performing its obligations under any underwriting agreement,
if the offering is an underwritten offering, in usual and customary form, with
the managing underwriter or underwriters of such underwritten offering. The
Purchaser shall consent to be named as an underwriter in the Registration
Statement. Purchaser acknowledges that in accordance with current Commission
policy, the Purchaser will be named as the underwriter of the Shares in the
Registration Statement.
SECTION 5. REGISTRATION PROCEDURES. If and whenever the Company is required
by any of the provisions of this Agreement to effect the registration of any of
the Registrable Securities under the Securities Act, the Company shall (except
as otherwise provided in this Agreement), exercise reasonable efforts to,
subject to the Purchaser's assistance and cooperation as reasonably required:
(a) (i) prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such registration statement
whenever the Purchaser of such Registrable Securities shall desire to sell or
otherwise dispose of the same (including prospectus supplements with respect to
the sales of securities from time to time in connection with a registration
statement pursuant to Rule 415 promulgated under the Securities Act) and (ii)
take all lawful reasonable efforts such that each of (A) the Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (B) the prospectus forming part of the Registration Statement, and any
amendment or supplement thereto, does not at any time during the Effectiveness
Period (except as otherwise provided in this Agreement) include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(b) list such Registrable Securities on the Principal Market, and any other
exchange on which the Common Stock of the Company is then listed, if the listing
of such Registrable Securities is then permitted under the rules of such
exchange;
(c) subject to Section 3, notify the Purchaser at any time when a
prospectus relating thereto covered by the Registration Statement is required to
be delivered under the Securities Act, of the happening of any event of which it
has knowledge as a result of which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in
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the light of the circumstances then existing, and the Company shall prepare and
file a curative amendment under Section 5(a);
(d) as promptly as practicable after becoming aware of such event, notify
the Purchaser who holds Registrable Securities being sold (or, in the event of
an underwritten offering, the managing underwriters) of the issuance by the
Commission or any state authority of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
take such lawful reasonable efforts to effect the withdrawal, recission or
removal of such stop order or other suspension;
(e) cooperate with the Purchaser to facilitate the timely preparation and
delivery of certificates for the Registrable Securities to be offered pursuant
to the Registration Statement and enable such certificates for the Registrable
Securities to be in such denominations or amounts, as the case may be, as the
Purchaser reasonably may request and registered in such names as the Purchaser
may request, pursuant to the Purchase Agreement;
(f) take such other lawful actions reasonably necessary to expedite and
facilitate the disposition by the Purchaser of its Registrable Securities in
accordance with the intended methods therefor provided in the prospectus which
are customary for issuers to perform under the circumstances; and
(g) maintain a transfer agent for its Common Stock.
SECTION 6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless the Purchaser and
each person, if any, who controls the Purchaser within the meaning of the
Securities Act ("Distributing Purchaser") against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement,
include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), to which the Distributing
Purchaser may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in the Registration Statement, or any related
preliminary prospectus, final prospectus or amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in the Registration Statement,
preliminary prospectus, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished to the
Company by the Distributing Purchaser specifically for use in the preparation
thereof. This Section 6(a) shall not inure to the benefit of any Distributing
Purchaser with respect to any person asserting such loss, claim, damage or
liability who purchased the Registrable Securities which are the subject thereof
if any Distributing Purchaser failed to send or give (in violation of the
Securities Act or the rules and regulations promulgated thereunder) a copy of
the prospectus contained in such Registration Statement, or any amendment or
supplement thereto, to such person at or prior to the written confirmation to
such person of the sale of such Registrable Securities, where any Distributing
Purchaser has any prospectus delivery requirements under the Securities Act or
the rules and regulations promulgated thereunder. This indemnity agreement will
be in addition to any liability which the Company may otherwise have.
(b) Purchaser agrees that it will indemnify and hold harmless the Company,
and each officer, director of the Company or person, if any, who controls the
Company within the meaning of the
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Securities Act, against any losses, claims, damages or liabilities (which shall,
for all purposes of this Agreement, include, but not be limited to, all
reasonable costs of defense and investigation and all reasonable attorneys'
fees) to which the Company or any such officer, director or controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement, or any related
preliminary prospectus, final prospectus or amendment or supplement thereto, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, but in each case only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in the Registration Statement, preliminary prospectus, final prospectus or
amendment or supplement thereto in reliance upon, and in conformity with,
written information furnished to the Company by such Distributing Purchaser
specifically for use in the preparation thereof. This indemnity agreement will
be in addition to any liability which the Purchaser may otherwise have.
Notwithstanding anything to the contrary herein, the Purchaser shall not be
liable under this Section 6(b) for any amount in excess of the net proceeds to
any Purchaser as a result of the sale of Registrable Securities pursuant to the
Registration Statement.
(c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to any indemnified party except to
the extent of actual prejudice demonstrated by the indemnifying party. In case
any such action is brought against any indemnified party, the indemnifying party
will be entitled to participate in and assume the defense thereof, subject to
the provisions herein stated and after notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation, unless the indemnifying party shall not pursue the
action to its final conclusion. The indemnified party shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof. The fees and expenses of such counsel, however, shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party. The fees and expenses of such counsel shall be at the expense of the
indemnifying party if (i) the employment of such counsel has been specifically
authorized in writing by the indemnifying party, or (ii) the named parties to
any such action (including any impleaded parties) include both the Purchaser and
the indemnifying party and the Purchaser shall have been advised by such counsel
that there may be one or more legal defenses available to the indemnifying party
in conflict with any legal defenses which may be available to the Purchaser. In
such event, the indemnifying party shall not have the right to assume the
defense of such action on behalf of the Purchaser, it being understood, however,
that the indemnifying party shall, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable only for
the reasonable fees and expenses of one separate firm of attorneys for the
Purchaser, which firm shall be designated in writing by the Purchaser and be
approved by the indemnifying party). No settlement of any action against an
indemnified party shall be made without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld. All fees
and expenses of the indemnified party (including reasonable costs of defense and
investigation in a manner not inconsistent with this Section and all reasonable
attorneys' fees and expenses) shall be paid to the indemnified party, as
incurred, within 20 Trading Days of written notice thereof to the indemnifying
party; provided, that the indemnifying party may require such indemnified party
to undertake to reimburse all such fees and expenses to the extent it is finally
judicially determined that such indemnified party is not entitled to
indemnification hereunder.
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SECTION 7. CONTRIBUTION. In order to provide for just and equitable
contribution under the Securities Act in any case in which (i) the indemnified
party makes a claim for indemnification pursuant to Section 6 hereof but is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 6 hereof provide
for indemnification in such case, or (ii) contribution under the Securities Act
may be required on the part of any indemnified party, then the Company and the
Purchaser shall contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (which shall, for all purposes of this
Agreement, include, but not be limited to, all reasonable costs of defense and
investigation and all reasonable attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the applicable
Purchaser on the other hand, and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the Purchaser agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 7. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this Section 7
shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Notwithstanding any other provision of this Section 7, in no
event shall Purchaser be required to undertake liability to any person under
this Section 7 for any amounts in excess of the dollar amount of the net
proceeds to be received by the Purchaser from the sale of the Purchaser's
Registrable Securities pursuant to any Registration Statement under which such
Registrable Securities are to be registered under the Securities Act.
SECTION 8. NOTICES. All notices, demands, requests, consents, approvals,
and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be delivered as set forth in the
Purchase Agreement.
SECTION 9. ASSIGNMENT. Neither this Agreement nor any rights of the
Purchaser or the Company hereunder may be assigned by either party to any other
person. Notwithstanding the foregoing, (a) the provisions of this Agreement
shall inure to the benefit of, and be enforceable by, any transferee of any of
the Common Stock purchased by the Purchaser pursuant to the Purchase Agreement
other than through open-market sales, and (b) upon the prior written consent of
the Company, which consent shall not be unreasonably withheld or delayed in the
case of an assignment to an affiliate of the Purchaser, the Purchaser's interest
in this Agreement may be assigned at any time, in whole or in part, to any other
person or entity (including any affiliate of the Purchaser) who agrees to be
bound hereby.
SECTION 10. COUNTERPARTS/FACSIMILE. This Agreement may be executed in two
or more counterparts, each of which shall constitute an original, but all of
which, when together shall constitute but one and the same instrument, and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party. In lieu of the original, a facsimile
transmission or copy of the original shall be as effective and enforceable as
the original.
SECTION 11. REMEDIES AND SEVERABILITY. The remedies provided in this
Agreement are cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or
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restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of those
that may be hereafter declared invalid, illegal, void or unenforceable.
SECTION 12. CONFLICTING AGREEMENTS. The Company shall not enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the purchasers of Registrable Securities in this Agreement or
otherwise prevents the Company from complying with all of its obligations
hereunder.
SECTION 13. HEADINGS. The headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
SECTION 14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of Colorado applicable to contracts made
in Colorado by persons domiciled in Denver, Colorado and without regard to its
principles of conflicts of laws. Any action may be brought as set forth in the
Purchase Agreement. Any party shall have the right to seek injunctive relief
from any court of competent jurisdiction in any case where such relief is
available. The prevailing party shall be awarded its costs, including attorneys'
fees, from the non-prevailing party as part of any judgment rendered hereunder.
Any party shall have the right to seek injunctive relief from any court of
competent jurisdiction in any case where such relief is available. The
prevailing party in such injunctive action shall be awarded its costs, including
attorney's fees, from the non-prevailing party.
Executed this 29th day of March, 2001.
PRO NET LINK CORP.
By /s/ Xxxx Xxxxxx Collardeau
-----------------------------
Xxxx Xxxxxx Collardeau, Its President
WAVELAND CAPITAL, LLC
By /s/ D. Xxxx Xxxxx
-----------------------------
D. Xxxx Xxxxx, Its Manager
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