Exhibit 11.1
CONFIDENTIAL PRIVATE
STOCK/COMMODITY EXCHANGE AGREEMENT
BY AND BETWEEN
GEOTEC THERMAL GENERATORS, INC.
a Florida corporation
(the "Purchaser")
AND
URBAN TELEVISION NETWORK CORPORATION
a Nevada corporation
("URBT" OR THE "COMPANY")
THE SECURITIES EXCHANGED HEREBY HAVE NOT BEEN REGISTERED WITH; APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
URBT's SECURITIES INVOLVE A HIGH DEGREE OF RISK AND ARE SUITABLE ONLY FOR
INVESTORS OF SUBSTANTIAL MEANS AND WHO HAVE NO NEED FOR LIQUIDITY IN THIS
INVESTMENT.
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
("1933 ACT" or "SECURITIES ACT"), AS AMENDED, OR THE FLORIDA SECURITIES AND
INVESTOR PROTECTION ACT AND ARE OFFERED IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION PROVIDED BY SECTION 4(2) OF THE 1933 ACT, SECTION 517.061(11)(a) OF
THE FLORIDA STATUTES AND THE UNIFORM LIMITED OFFERING EXEMPTION IN OTHER STATES,
AND MAY NOT BE SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE 1933
ACT, OR AN OPINION OF COUNSEL, ACCEPTABLE TO URBT, THAT SUCH REGISTRATION IS NOT
REQUIRED. FURTHER, THESE SECURITIES MAY BE SOLD ONLY PURSUANT TO AN EXEMPTION
FROM REGISTRATION IN THE STATE THAT THEY ARE OFFERED AND MAY BE SUBJECT TO
ADDITIONAL RESTRICTIONS IN SUCH STATE ON TRANSFER.
THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM
URBT OR ANY AGENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. EACH
PARTY HERETO SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISOR OR TAX ADVISOR AS
TO LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THIS AGREEMENT.
PROSPECTIVE INVESTORS ARE URGED TO REQUEST IN WRITING ANY ADDITIONAL INFORMATION
THEY MAY CONSIDER NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION.
THIS AGREEMENT DOES NOT, UNDER ANY CIRCUMSTANCES, CONSTITUTE AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO PURCHASE, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, PURCHASE OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF SUCH JURISDICTION. THE SECURITIES IDENTIFIED HEREIN ARE BEING
OFFERED ONLY TO PERSONS OR ENTITIES WHO ARE ACQUIRING THE SECURITIES FOR
INVESTMENT PURPOSES AND WITHOUT A VIEW TO, OR IN CONNECTION WITH, ANY RESALE OR
DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE STATE AND FEDERAL SECURITIES
LAWS, AND WHO ALSO SATISFY SUITABILITY REQUIREMENTS.
THE OFFERING PRICE OF THE SHARES HAS BEEN FIXED ARBITRARILY BY URBT. THERE IS NO
ESTABLISHED MARKET VALUE FOR THE SHARES. EACH PARTY HERETO IS URGED TO MAKE AN
INDEPENDENT EVALUATION OF THE FAIRNESS OF THE OFFERING PRICE.
STOCK/COMMODITY EXCHANGE AGREEMENT
----------------------------------
This Stock/Commodity Exchange Agreement ("Agreement") is made by and
between Urban Television Network Corporation ("URBT" or the "Company"), a Nevada
corporation and Geotec Thermal Generators, Inc. (the "Purchaser"), a Florida
corporation that maintains its principal place of business at 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx Xxxxx, XX 00000, and is effective as of the last date
of execution set forth below. URBT and Purchaser may be collectively referred to
herein as the "Parties."
WHEREAS, the Company desires to acquire two hundred thousand tons of
mined coal, as described in the Xxxx Xxxxxxx Report, dated December 15, 2003,
with a minimum appraisal of $4.6 million, from Purchaser, in exchange for one
hundred thousand preferred shares of URBT (the "Preferred Shares" or
"Securities") with a stated value, and convertible to $4.6 million worth of
common stock of the Company (the "Common Shares"), subject to and in accordance
with the terms and conditions hereof; and
WHEREAS, URBT principal and CEO and Miles Investment Group, LLC,
President and General Manager, Xxxxx X. Xxxxx, III, has advised the Parties that
Miles Investment Group, LLC will be providing URBT with a sufficient number of
Common Shares to facilitate fulfillment of the conversion obligation of URBT set
forth herein; however, the Parties recognize that such contribution by Miles
Investment Group, LLC shall not be a condition precedent to any fulfillment of
any obligation of URBT as identified herein; and
WHEREAS, the Purchaser desires to sell its coal to the Company in
exchange for the Preferred Shares issued by the Company, subject to and in
accordance with the terms hereof; and
NOW THEREFORE, in exchange for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and the mutual
covenants, considerations, conditions hereinafter set forth, the Purchaser and
Company hereby agree as follows:
1. Securities/Commodities Exchanged
-----------------------------------
Pursuant to this Agreement ("Agreement") the Company is offering to
Purchaser 100,000 convertible Preferred Shares that are convertible to, and at a
stated value of $4.6 million worth of URBT Common Shares (with a $.001 par
value) in exchange for Purchaser's tender of two hundred thousand (200,000) tons
of mined coal (the "Coal") located on the land described as 00000 Xxxx Xxxxx
Xxxx, Xxxx, Xxxxxxxx 00000 and more specifically defined in the Xxxx Xxxxxxx and
Associates Survey with specific legal descriptions attached. Upon closing on
September 30, 2005 (the "Closing Date") of the transaction memorialized by this
Agreement, Purchaser shall convey title to the Coal to the Company and
thereafter, the Company shall have exclusive rights and title to the Coal.
Alternatively, the Company agrees that Purchaser may tender, in place of the
aforementioned Coal, other coal owned by the Purchaser from Argentina or other
locations in the United States. The Preferred Shares may be converted, at the
sole discretion of the Purchaser, at any time in an amount equal to the purchase
price of the Common Shares of URBT at the bid price of the common stock of URBT
on the date of this Agreement.
2. Company Acceptance
---------------------
Purchaser's obligations under this Agreement will terminate if this
Agreement is not accepted by the Company. This Agreement will not be binding on
the Company until it has been accepted by the Company, as evidenced by the
signature of its Chief Executive Officer. Within 10 days following its
acceptance of this Agreement, the Company shall issue in the name of Purchaser,
a certificate representing the number of Preferred Shares purchased.
3. Transfer of Ownership
-------------------------
Upon conclusion of this Agreement, the consideration paid for the
Preferred Shares covered hereby will be received by, become the property of and
be immediately available for use by the Company.
4. Exempt Transaction
----------------------
The Preferred Shares that are distributed to be issued by the Company
in accordance with its operating agreement and delivered to the Purchaser will
not be registered under the Securities Act of 1933, as amended, Chapter 517,
Florida Statutes, or any other states' securities laws, on the grounds that the
transaction in which the shares are to be issued either qualifies for applicable
exemptions from the securities registration requirements of such statutes or
such registration requirements have been satisfied. The exemptions being claimed
include, but are not necessarily limited to, those available under Section 4(2)
of the Securities Act and Section 517.061(11) Florida Statutes; and, the
reliance by the Company upon the exemptions from the securities registration
requirements of the federal and state securities laws is predicated in part on
the representations, understandings and covenants set forth in this Agreement.
5. Purchaser Representations and Warranties
--------------------------------------------
In order to induce the Company to accept the payment tendered and issue
the Preferred Shares, the Purchaser represents and warrants to the Company, as
follows:
a. Information About the Purchaser. The Purchaser is (i) an "accredited
investor," as such term is defined in Regulation D, Rule 501; or (ii) a
representative of individual(s) with documented authority to transact business
on behalf such person or persons; or (iii) a foreign entity in good standing in
the jurisdiction of its formation and/or operation; or (iv) a domestic
corporation or entity in good standing, duly organized, recognized and existing
in at least one of the several United States of America. The board of directors
or other governing body of Purchaser has authorized the stock/commodity exchange
contemplated herein and has obtained the necessary signatures on all required
corporate or entity documents to memorialize or otherwise reflect the
aforementioned authorization.
b. Purchaser's Financial Sophistication. Purchaser is an entity that
through its principals, members, shareholders, partners, Board of Directors, or
other governing body, possesses sufficient financial, investment and/or business
experience and/or acumen to adequately evaluate the merits, risks and
characteristics of an investment in the Company. Purchaser has conducted a due
diligence review of all information it deems material and necessary to an
adequate evaluation of an investment in the Company.
c. Purchaser Recognizes Risks of Investment and Illiquidity. The
Purchaser has sufficient financial resources to bear the risk of investing in
the Company understanding that the illiquidity of the Preferred Shares and the
restrictions on their transfer may require the Purchaser to bear the risk of
such investment for an indefinite period of time. Purchaser understands that
there is no public or private market or market value for the Preferred Shares
and that none is likely to develop. Purchaser further acknowledges that it may
not be able to sell the Preferred Shares; that the value per share paid by
Purchaser has been arbitrarily established by the Company; and that the value of
the Preferred Shares exchanged hereby may have no reasonable reciprocal value to
the commodities tendered by Purchaser.
d. Purchaser Recognizes Making Investment With Extremely Limited
Transferability. Purchaser is acquiring the Preferred Shares for the Purchaser's
own account for investment, and without a view to, or in connection with, any
resale or distribution thereof in violation of applicable state and federal
securities laws. The Purchaser has no contract, understanding or arrangement
with any person to sell, assign, transfer or pledge to such person, or anyone
else, any portion of the Preferred Shares of URBT that may distributed in the
future, and the Purchaser has no present plans or intentions to enter into any
such contract, understanding or arrangement.
e. Lack of Registration of Securities. Purchaser acknowledges that the
Preferred Shares offered, purchased and sold herein are not registered with the
United States Securities and Exchange Commission, the State of Florida, or any
other state securities regulatory body and that the statutory protection
provided by such registration is not available.
f. Access to Material Information. Purchaser acknowledges that it
and/or its representatives have been given reasonable access to, or the
furnishing of, all material information prior to the sale of the Preferred
Shares herein relating to:
(i) All material books and records of the Company;
(ii) All material contracts and documents relating to the
proposed transaction;
(iii) An opportunity to question the appropriate executive
officers or principals of the Company;
(iv) Any additional information deemed necessary by
Purchaser to evaluate the investment or to verify any
information necessary to evaluate the investment or
to verify any information or representation; and
(v) make such other investigation as Purchaser considered
appropriate or necessary to evaluate the business and
financial affairs and condition of the Company.
g. Management Response to Requests For Information. Purchaser
acknowledges that Management of the Company has answered all questions asked by
it or its representatives, and they have either furnished to such individuals,
or granted them reasonable access to, all records, contracts, documents, and
other information requested by them regarding the Shares, and the business and
financial affairs and condition of the Company, provided such information is not
otherwise subject to prohibitions against disclosure pursuant to applicable
rules, regulations, statutes or contractual agreements to which the Company is a
party.
h. No Federal or State Endorsement. Purchaser understands that:
(i) No state or federal agency has passed upon the URBT
Preferred Shares that may be issued or made any finding or determination as to
the fairness of the Preferred Shares as an investment;
(ii) The Preferred Shares have not been, and will not be,
registered under either the Securities Act of 1933, as amended, or any state
securities law including the Florida Securities and Investor Protection Act, as
amended;
(iii) The Preferred Shares cannot be offered for sale, sold,
assigned, pledged, hypothecated, or otherwise transferred or encumbered during
the two years from the date of sale of the Preferred Shares and then only in
compliance with the Company's bylaws, and
(iv) The Company has not agreed, and is not obligated, to
register any resale or other transfer of the Preferred Shares under any state or
federal securities law or to take any action to enable it to qualify for an
exemption from registration under any of those laws with respect to a resale or
other transfer of the Preferred Shares.
i. Nontransferability of Preferred Shares. Purchaser will not offer,
sell, assign, pledge, hypothecate, or otherwise transfer at any time any of the
Preferred Shares absent registration of the transaction under applicable federal
securities laws, the Florida Securities and Investor Protection Act, as amended,
and every other applicable state securities law or delivery of an opinion of
counsel satisfactory to the Company that registration is not required under any
of those laws. Notwithstanding any transactional exemption from registration
that may apply to any transfer of the Preferred Shares, Purchaser agrees that
any transferee of the URBT Preferred Shares who receives the Preferred Shares
within two years of their date of issuance hereunder shall be deemed an
"affiliate" as such term is defined in Securities and Exchange Commission Rule
144(a)(1) and therefore be subject to all restrictions on sales of restricted
securities that apply to "affiliates" under SEC Rule 144. Purchaser agrees to
notify all transferees of the URBT Preferred Shares (who may not otherwise be
deemed "affiliates") regarding this particular application of SEC Rule 144 to
the transfer or resale of the URBT Preferred Shares.
j. URBT Shares are Restricted Securities. Purchaser understands that,
in addition to and in furtherance of the transfer restrictions stated above:
(i) The Company will record stop transfer instructions in its
stock record books to restrict an impermissible resale or other transfer of the
URBT Preferred Shares; and
(ii) Each document evidencing the URBT Preferred Shares will
bear a restrictive legend in substantially the following form:
The shares evidenced by this certificate have not been registered under
either the Securities Act of 1933, as amended, or the securities laws
of any state including the Florida Securities and Investor Protection
Act, as amended. These Preferred Shares may not be offered for sale,
sold, assigned, pledged, hypothecated, or otherwise transferred: at any
time absent either (A) registration of the transaction under the
Securities Act of 1933, as amended, the Florida Securities and Investor
Protection Act, as amended, and every other applicable state securities
law or (B) the issuer's receipt of an acceptable opinion of counsel
that registration of the transaction under those laws is not required
k. URBT is a Reporting Entity. Purchaser understands that URBT does
file periodic reports with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended.
l. Tax Consequences. Purchaser understands that neither the Company,
nor any officer, director or professional advisor of the Company, makes any
representation or warranty to it with respect to, or assumes any responsibility
for, the federal income tax consequences to it of an investment in the Preferred
Shares.
m. Sophistication of Purchaser. Because of Purchaser's knowledge and
experience in financial and business matters, it and its principals are able to
evaluate the merits, risks, and other factors bearing upon the suitability of
the Preferred Shares as an investment for Purchaser, and it has been afforded
adequate opportunity to evaluate this proposed investment in light of those
factors, its financial condition, and its investment knowledge and experience.
Purchaser further acknowledges that it has adequate net worth and annual income
to provide for its current financial needs and possible future contingencies and
does not have an existing or foreseeable future need for liquidity of its
investment in the Preferred Shares. Also, it is otherwise able to bear the
economic risk of an investment in the Preferred Shares, and has sufficient net
worth and annual income to sustain a loss of all or part of its investment in
the Preferred Shares if that were to occur and to withstand the probable
inability to publicly sell, transfer, or otherwise dispose of the URBT Preferred
Shares distributed by the Company for an indefinite period of time.
n. Clear Title to the Coal. The Purchaser has good and clear record and
marketable title to the Coal conveyed hereby, free and clear of all liens,
security interests, mortgages and encumbrances of any kind. Notwithstanding the
foregoing, it is generally understood that there will be processing and
transportation costs associated with commercial exploitation of the Coal that
will not encumber the Coal in any manner contrary to the representations in this
paragraph. Further, is understood between the parties that when the Company's
Coal is to be sold, that the Purchaser will process and sell the Coal at the
expense of the Company, which is reasonably anticipated to be lower than $15 per
ton, that the Purchaser will arrange for, and orchestrate the sale of the Coal,
with the net proceeds to be provided to the Company. The value of the coal, at
the time of transfer has a bookable value of a minimum of $4.6 million.
6. Company Representations and Warranties
------------------------------------------
As of the date it accepts Purchaser's subscription to purchase the
Shares, the Company represents and warrants to Purchaser the following:
a. URBT Status; Capitalization. URBT is a corporation incorporated and
validly existing in good standing under the laws of the State of Nevada and has
all requisite power and authority to own its assets and to conduct its business
as now conducted. The Articles of Incorporation (as amended) of the Company
presently authorized issuance of 200,000,000 shares of common stock ($0.0001 par
value) and 500,000 shares of preferred stock ($1.00 par value). Upon issuance of
the shares contemplated by the Company's Stock Subscription Agreement with URBT,
the Company will have approximately 133,000,000 shares of common stock and
100,000 shares of preferred stock issued and outstanding.
b. Valid and Binding Obligation of Company. The Company's execution,
delivery, and performance of this Agreement have been authorized by all
requisite corporate action of the Company, will not conflict with its bylaws or
articles of incorporation, and will not constitute a breach or violation of, or
a default under, any material lease, contract, agreement, instrument, indenture,
or mortgage to which the Company is a party or to which any significant part of
its property is subject. This Agreement is a valid and binding obligation of the
Company.
c. Access to Material Information. The Company has provided to the
Purchaser reasonable access to, or the furnishing of, material information,
prior to the sale to the Purchaser, of the following information:
(i) All material books and records of the Company;
(ii) All material contracts and documents relating to the
proposed transaction;
(iii) An opportunity to question the appropriate executive
officers or principals; and
(iv) All facts material to the transaction involving the
sale of the Company's Preferred Shares.
d. Non-registration of Securities. The Preferred Shares offered,
purchased and sold herein have not been registered with the United States
Securities and Exchange Commission or the State of Florida or any other state
securities regulatory agency.
e. Securities Sold in Exempt Transaction. The offer, purchase and sale
of Preferred Shares referenced herein is accomplished in reliance upon Section
4(2) of the Securities Act of 1933 as an exempt transaction in compliance with
the aforementioned section.
f. Blue Sky Exemption From Registration. The Company is relying in the
State of Florida on Section 517.061(11)(a), Florida Statutes, and Rule
69W-500.005, of the Florida Administrative Code, thereby claiming that the
offer, purchase and sale of securities pursuant hereto is occurring in an exempt
transaction under the aforementioned Florida Statute and Rules promulgated
thereunder. The Company also is relying upon the exempt transaction or
qualification provisions of various other states' securities laws in connection
with this offer of its Preferred Shares.
g. Rejection of Liabilities. The Company specifically rejects
assumption of any liabilities or contingent liabilities relating to the Coal and
which existed or should have been known by Purchaser to exist on or before the
Closing Date.
h. Piggyback Registration Rights. The Company has and hereby grants
Purchaser piggyback registration rights with respect to the URBT Shares. The
Company agrees that in the event it files a registration statement in the future
to register any URBT Shares with the United States Securities and Exchange
Commission, the URBT Shares purchased pursuant to this Agreement shall be
subject to and included in such registration statement.
i. URBT Public Filings. URBT represents and warrants to Purchaser that
there are no misrepresentations or omissions of material fact contained in any
of its filings submitted to the Securities and Exchange Commission within the
last 24 months prior to the execution of this Agreement and that there has been
no material adverse change in its financial condition since the filing of its
last Form 10QSB.
7. Jurisdiction and Venue
--------------------------
This Agreement shall be governed by and construed solely and
exclusively in accordance with the laws of state of Florida without regard to
any statutory or common-law provision pertaining to conflicts of laws. The
Parties agree that courts of competent jurisdiction in Palm Beach County,
Florida and the United States District Court for the Southern District of
Florida, Tampa Division shall have concurrent jurisdiction with the arbitration
tribunals of the American Arbitration Association for purposes of entering
temporary, preliminary and permanent injunctive relief with regard to any action
arising out of any breach or alleged breach of this Agreement. The Parties agree
to submit to the personal jurisdiction of such courts and any other applicable
court within the state of Florida. The Purchaser further agrees that the mailing
of any process shall constitute valid and lawful process against the Purchaser.
The Purchaser waives any claim that the Purchaser may have that any of the
foregoing courts is an inconvenient forum.
8. Arbitration Agreement
-------------------------
The Parties agree that all controversies, claims, disputes and matters
in question arising out of, or related to, this Agreement, the breach of this
Agreement, the purchase of the Company's Preferred Shares pursuant to this
Agreement or any other matter or claim whatsoever shall be decided by binding
arbitration before the American Arbitration Association, utilizing its
Commercial Rules. Venue for any arbitration between the Parties shall be had and
is mandatory in Xxxx Xxxx Xxxxx, Xxxx Xxxxx Xxxxxx, Xxxxxxx to the exclusion of
all other places of venue, for all matters that arise under this Agreement.
9. Termination
---------------
a. Termination of Agreement. The Parties may terminate this Agreement
as provided below:
(i) Purchaser and the Company may terminate this Agreement by
mutual written consent at any time prior to the Closing;
(ii) Purchaser may terminate this Agreement by giving written
notice to the Company at any time prior to the Closing (A) in the event the
Company has breached any representation, warranty, or covenant contained in this
Agreement in any material respect, Purchaser has notified the Company of the
breach, and the breach has continued without cure for a period of 10 days after
the notice of breach or (B) if the Closing shall not have occurred on or before
September 30, 2005 (or such later date as may be mutually agreed to by the
Parties unless the failure results primarily from Purchaser breaching any
representation, warranty, or covenant contained in this Agreement); and
(iii) The Company may terminate this Agreement by giving
written notice to Purchaser at any time prior to the Closing (A) in the event
Purchaser has breached any representation, warranty or covenant contained in
this Agreement in any material respect, the Company has notified Purchaser of
the breach, and the breach has continued without cure for a period of 10 days
after the notice of breach or (B) if the Closing shall not have occurred on or
before September 30, 2005 (or such later date as may be mutually agreed to by
the Parties unless the failure results primarily from the Company breaching any
representation, warranty, or covenant contained in this Agreement).
b. Effect of Termination. If any Party terminates this Agreement
pursuant to this Section, all rights and obligations of the Parties hereunder
shall terminate without any Liability of any Party to any other Party (except
for any Liability of any Party then in breach). No termination of this Agreement
shall relieve any party for its breach or violation of this Agreement.
10. Miscellaneous Provisions
-----------------------------
a. Notices. Any notice required or provided for in this Agreement to be
given to any party shall be mailed certified mail, return receipt requested, or
hand delivered, to the party at the address set forth in the preamble.
b. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties.
c. Construction. The section headings, captions, or abbreviations are
used for convenience only and shall not be resorted to for interpretation of
this Agreement. Wherever the context so requires, the masculine shall refer to
the feminine, the singular shall refer to the plural, and vice versa.
d. Fees. In the event that any party is required to engage the services
of legal counsel to enforce its rights under this Agreement against any other
party, regardless of whether such action results in litigation, the prevailing
party shall be entitled to reasonable attorneys' fees and costs from the other
party, which in the event of litigation shall include fees and costs incurred at
trial and on appeal.
e. Entire Agreement. This Agreement contains the entire understanding
among the parties and supersedes any prior written or oral agreement between
them respecting the subject matter of this Agreement. There are no
representations, agreements, arrangements, or understandings, oral or written,
between the parties hereto relating to the subject matter of this Agreement that
are not fully expressed herein.
f. Amendments. Any amendments to this Agreement shall be in writing
signed by all parties.
g. Severability. In case any one or more provisions contained in this
Agreement shall, for any reason, be held invalid illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision hereof and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been contained herein.
h. Waiver. No consent or waiver, expressed or implied, by a party of
any breach or default by any other party in the performance by that other party
of its obligations hereunder shall be deemed or construed to be a consent or
waiver to any other breach or default in the performance by such other party of
the same or any other obligations of such other party hereunder. Failure on the
art of any party to complain of any act or failure to act of another party or to
declare that other party in default, irrespective of how long such failure
continues, shall not constitute a waiver of such party of its rights hereunder.
i. Counterparts. This agreement may be executed in multiple
counterparts each of which shall be deemed an original for all purposes.
j. Survival of Representations and Warranties. The representations and
warranties set forth in this Agreement shall be continuing and shall survive the
Closing Date.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set forth below.
Date: 9-30-2005 URBAN TELEVISION NETWORK CORPORATION
By: s/s Xxxxx X. Xxxxx III
---------------------------------
XXXXX X. XXXXX, III,
CHIEF EXECUTIVE OFFICER
Date: 9-30-05 GEOTEC THERMAL GENERATORS, INC.
By: s/s Xxxxxxx X. Xxx
---------------------------------
XXXXXXX X. XXX,
CHAIRMAN, PRESIDENT
