EXHIBIT 10 (x)
AGREEMENT
BY AND AMONG
RADIOSUNGROUP OF TEXAS, INC.
AND
MT. PLEASANT RADIO, INC.
January 27, 1997
TABLE OF CONTENTS
PAGE
1 Definitions 2
2. Time Brokerage 2
3. Payments 3
3.1 Option to Purchase 3
4. Right to Reject or Preempt Programs 4
5. Facilities 4
6. Force Maijeure 5
7. Compliance with Laws 6
8. Compliince with Mt. Pleasant's Program Policies 7
9. Response to Inquiries 7
10. Profits and Losses; Licenses 7
11. Control of the Mt. Pleasant Station 8
12. Right to Use Programs 8
13. Disclosure of Information 8
14. Indemnification 9
15. Non-Default Termination 10
16. Ternination Upon Default 11
17. Liabilities Upon Terminination of this Agreement 12
18. Services Unique 12
19. Due Authority: No Conflict 13
20. Further Assurances 13
21. No Partnership or Joint Venture 13
22. Successors and Assigns 13
23. Modification and Waiver 13
24. Attorney's Fees 14
25. Governing Law 14
26. Headings 14
27. Notices 14
28. Entire Agreement 15
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of this 7
day of January, 1997, by and between RADIOSUNGROUP OF TEXAS, INC. ("Provider")
and MT. PLEASANT RADIO, INC. ("Mt. Pleasant"), an Indiana corporation.
W I T N E S S E T H:
WHEREAS, Mt. Pleasant is or soon will be authorized by the Federal
Communications Commission as the Licensee of radio broadcast station KALK-FM
and licensed to Winfield, Texas (hereinafter, the "Mt. Pleasant Station"); and
WHEREAS, Provider is authorized by the Federal Communications
Commission as the licensee of radio broadcast station KYKX-FM, licensed to
Longview, Texas (hereinafter, the "Provider Station"); and
WHEREAS, Mt. Pleasant desires that Provider provide Programming (as
hereinafter defined) responsive to the needs, interests, issues, and desires
of the Mt. Pleasant Station' s community of license and service area, and Mt.
Pleasant is willing to devote substantially all of Mt. Pleasant Station's
broadcast time to such Programming, believing that Programming provided by
Provider on the Mt. Pleasant Station will responsibly address those needs,
interests, issues and desires; and
WHEREAS, Provider desires to provide to Mt. Pleasant Programming to be
aired on the Mt. Pleasant Station, subject to the terms and conditions set
forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements hereinafter set forth. and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Provider and Mt.
Pleasant hereby agree that:
-2-
1. Definitions: The following terms shall, for the purposes of this
Agreement, have the meanings ascribed herein:
(a) Programming. The term "Programming" shall mean the
programs provided to the Mt. Pleasant Station by Provider, as well as
advertising for products and services, other commercial advertising, and other
material normally broadcast by FM stations in the United States.
(b) Commencement Date. The term "Commencement Date" shall be
the date of approval of the Asset Purchase AgrepSent by the FCC.
(c) Commission. The term "Commission" shall mean the Federal
Communications Commission.
(d) Term. The "Term" of this Agreement shall commence on the
Commencement Date and shall terminate on the earlier to occur of (i) the
effective date of any termination of this Agreement as provided herein; or
(ii) ten (10) years from the Commencement Date.
2. Time Brokerage. During the Term hereof, for the consideration
provided in paragraph 3 below, Mt. Pleasant hereby sells to Provider
substantially all of its broadcast time each day, provided that Mt. Pleasant
shall retain, without reduction in the consideration to be paid by Provider to
Mt. Pleasant, sufficient broadcast time to allow Mt. Pleasant to present
reasonable news, public affairs programming and public service announcements
necessary for the Mt. Pleasant Station to be responsive to the needs,
interests, issues and desires of its community of license and service area.
All contracts, advertising, agreements, purchase orders, and other similar
documents and instruments negotiated and executed by Provider in connection
with the foregoing on or after the Commencement Date shall be in the name of
Provider, provided that Provider shall not represent or warrant in any fashion
that Provider is the licensee of the Mt. Pleasant Station.
During the Term, the Programming to be provided by Provider shall be
of quality sufficient to aid and assist Mt. Pleasant in satisfying its
obligation for the Mt. Pleasant Station to be responsive to the needs,
interests, issues and desires of its community of license and service area,
except to the extent that such Programming is provided by Mt. Pleasant. The
Programming provided by Provider for the Mt. Pleasant Station shall include
local news programming and public service announcements relative to the Mt.
Pleasant Station's community of license and service area. Additionally,
Provider shall provide to Mt. Pleasant on a quarterly basis, a list of issues
responsive programming aired on the Mt. Pleasant Station as part of the
Programming provided by Provider during the preceding quarter, so that Mt.
Pleasant may properly maintain its public file in accordance with all
Commission Rules and Regulations.
3. Payments. In consideration for the right set forth in Section 2
hereof, Provider shall pay in cash to Mt. Pleasant the sum of $7,000.00 per
month, payable on the tenth day of each month. In order to comply with FCC
requirements of station ownership, Mt. Pleasant shall a have maximum of two
employees. The cost associated with those two employees will be billed back
monthly to the Provider.
3.1. Option to Purchase. In further consideration of the rights set
forth herein, Mt. Pleasant hereby grants Provider the option to purchase all
of the assets of the Mt. Pleasant Station at any time during the term of this
Agreement for the following prices:
Price: Term:
$550,000 Year One
$600,000 Year Two
$650,000 Year Three
-3-
$700,000 Year Four
$750,000 Years Five
$1,000,000 Through Year Ten
This option shall only be exercised upon the Commission's approval of the sale
of such assets and the transfer of the Mt. Pleasant Station license. The
assets of the Mt. Pleasant Station shall be sold free and clear of all liens
and encumbrances.
4. Right to Reject or Preempt Programs. Notwithstanding the grant to
Provider by Mt. Pleasant of the right set forth in Section 2 hereof, Mt.
Pleasant shall retain full authority and power over the operation of the Mt.
Pleasant Station at all times during the term of this Agreement. Mt. Pleasant
shall retain control over the policies and operations of the Mt. Pleasant
Station, including specifically the Programming, and also including, without
limitation, the right to decide whether to accept or reject any of the
Programming (including but not limited to advertisements) for broadcast by the
Mt. Pleasant Station in advance of such broadcasts, and the authority to
preempt such Programming for other programming deemed by Mt. Pleasant, in its
sole discretion, to be of greater national, regional, or local importance, or
necessary to promote the needs, interests, issues and desires of the Mt.
Pleasant Station's community of license and service area.
5. Facilities. Mt. Pleasant has acquired and installed, and will
maintain the necessary transmission equipment to deliver a maximum-strength
signal in accordance with the terms and specifications of its Commission
license. Mt. Pleasant shall be responsible, at its own cost, for insuring that
the Mt. Pleasant Station's transmitting facilities shall comply at all times
with the relevant rules, regulations and policies of the Commission and other
applicable governmental authorities. Mt. Pleasant shall (i) procure and
maintain adequate loss and liability insurance coverage for the Mt. Pleasant
Station's transmitting facilities, which costs shall be
-4-
reimbursed by Provider; (ii) pay all metered costs of electricity involved in
the operation of the Mt. Pleasant Station, and such costs and all lease and
rent costs during the term of this Agreement shall be billed to Provider;
(iii) bear all maintenance costs of the broadcast and other equipment owned by
Mt. Pleasant, and such costs during the term of this Agreement shall be billed
to Provider; (iv) pay all expenses and assessments related to the broadcasting
of the Programming, and such expenses and assessments during the term of this
Agreement shall be billed to the Provider on a monthly basis; and (v) maintain
its corporate existence in good standing, pay all taxes and assessments owed
by Mt Pleasant on account of its ownership of its property or its operation of
the Mt. Pleasant Station, including the Mt. Pleasant Station's transmitting
facilities, or on account of this Agreement or otherwise. Provider's employees
will take Mt. Pleasant transmitter readings and "log" same accordingly on
behalf of Mt. Pleasant, and Provider's broadcast facilities may serve as the
remote control point for the transmitter of the Mt. Pleasant Station; and,
Provider's employees will also monitor the Mt. Pleasant Station's EBS system.
In the event that any Commission authorizations shall be required by either
Mt. Pleasant or Provider in order to enable Provider to originate and relay
programs to the Mt. Pleasant Station's transmitting facilities for broadcast
by the Mt. Pleasant Station, both parties shall cooperate in obtaining such
authorizations, the expenses to be borne by Mt. Pleasant. Mt. Pleasant shall
further retain the Mt. Pleasant Station's public file as now established.
6. Force Maieure. Any failure or impairment of facilities or any delay
or interruption in broadcasting Programming, or failure at any time to furnish
facilities, in whole or in part, for broadcasting, due to acts of God, strikes
or threats thereof or force majeure or due to causes beyond the control of Mt.
Pleasant or Provider, shall not constitute a breach of
-5-
this Agreement and neither party shall be liable to the other for such
failure, impairment, delay or interruption or for payment for services not
provided as a result
7. Compliance with Laws. Provider hereby represents and warrants to
Mt. Pleasant that all of the Programming presented by Provider broadcast by
the Mt. Pleasant Station pursuant to this Agreement will comply with all legal
requirements, including but not limited to the Commission's rules, regulations
and policies.
At least ninety (90) days before the start of any primary or general
election campaign, Provider will advise Mt. Pleasant of the rate which
Provider will charge for time to be sold to candidates for public office
and/or their supporters to make certain that the rate charged is in
conformance with the applicable law and policy. Provider will provide to Mt.
Pleasant access to all billing records for air time sales in the ninety (90)
day period preceding any primary or general election to insure that the rates
charged for political time is in conformance with all applicable rules and
policies. Within twenty-four (24) hours of any request to purchase time on its
Programming for or on behalf of a candidate for public office or to support or
urge the defeat of an issue on the ballot in an election, Provider will
immediately report the fact to Mt. Pleasant for approval so that appropriate
records can be kept with respect to the request for such time and the
disposition made thereof.
In order to enable Mt. Pleasant to fulfill its obligations under
Section 317 of Communications Act of 1934, as amended, Provider in compliance
with Section 508 of said Act, will, in advance of any scheduled broadcast by
Mt. Pleasant Station, disclose to Mt. Pleasant any information of which
Provider has knowledge, or which has been disclosed to it, as to any money,
service or other valuable consideration which any person has paid or accepted,
or has agreed to pay or to accept, for the inclusion of any matter as a part
of the Programming or
-6-
commercial matter to be supplied to Mt. Pleasant as necessary to insure
compliance with this provision. Commercial matter with obvious sponsorship
identifications shall not require disclosure in addition to that contained in
the commercial copy
8. Compliance with Mt. Pleasant's Program Policies. Provider hereby
agrees to conform any Programming to be presented by Provider for broadcast by
the Mt. Pleasant Station to those program policies of Mt. Pleasant's that (I)
are presented by Mt. Pleasant to Provider, in writing, at least ten (10) days
prior to the date upon which such conformance is requested, and (ii) are
otherwise not in violation any law, rule, regulation. ordinance, statute,
policy, injunction, decree or other mandate of any governmental authority or
court.
9. Response to Inquiries. Mt. Pleasant may, but shall not be required
to, cooperate with Provider in responding to any questions, comment, or
complaint from any third party (other than a governmental authority or agent
thereof) with respect to any Programming broadcast by the Mt. Pleasant Station
that was presented for such broadcast by Provider; provided, however, Provider
shall immediately forward to Mt. Pleasant all written questions, comments or
complaints. All responses to questions, comments or complaints with respect to
Programming are subject to the approval of Mt. Pleasant. If requested by Mt.
Pleasant, Provider shall cooperate fully with respect to all responses to such
questions, comments or complaints.
10. Profits and Losses; Licenses. Provider shall retain all revenue
received by it from sale of time broadcast on the Mt. Pleasant Station, and
shall be responsible for all costs in connection with the production of such
revenue. The Provider's liability, if any, based on this Agreement shall be
limited solely to the net income received by the Provider based on this
Agreement.
-7-
11. Control of the Mt. Pleasant Station. Nothing herein shall be
construed to grant to Provider the power or authority to control or direct the
operations of the Mt. Pleasant Station. Whenever on the premises of the Mt.
Pleasant Station, Provider's employees and agents shall at all times be
subject to the direction and control of Mt. Pleasant, its designated employee
and agents.
12. Right to Use Programs. The right to use any programs (or portions
thereof) presented by Provider for broadcast by the Mt. Pleasant Station
hereunder, and the right to authorize such use in any manner or in media
whatsoever, shall be and shall remain vested in Provider. Mt. Pleasant shall
not authorize, cause or permit, without Provider's prior written
authorization, any program or other material supplied to Mt. Pleasant under
this Agreement to be recorded, duplicated, rebroadcast, or otherwise
transmitted or used for any purpose other than broadcasting by the Mt.
Pleasant Station at the times specified by Provider and in the community and
service area to which the Mt. Pleasant Station are licensed, as provided
herein. Mt. Pleasant shall broadcast all Programming (including all commercial
advertising material) without modification, addition or deletion, provided
that such Programming is not rejected or replaced pursuant to this Agreement,
at the hours and on the days specified in Provider's program schedule.
13. Disclosure of Information. The parties recognize and acknowledge
that during the term of this Agreement. Mt. Pleasant may from time to time
become privy to information belonging to Provider involving rates, program
information, client list(s), and other information which is proprietary,
valuable, special and unique to the business of Provider (whether or not
specifically related to the Mt. Pleasant Station), and that the appropriation
of such information by Mt. Pleasant would work substantial and irreparable
harm to Provider and
-8-
its business. Mt. Pleasant, therefore, shall not communicate or disclose at
any time during or after the term of this Agreement any information relating
to client lists or other proprietary information, or any part thereof, to any
person, firm, corporation, association, or other entity for any reason or
purpose whatsoever. In addition, Mt. Pleasant shall exercise its best efforts
to prevent the use of copyrighted material and trade secrets by any person or
entity which prior thereto has not been authorized by Provider to use such
information. Notwithstanding the foregoing, the restrictions of this paragraph
shall not apply to court ordered subpoenas or requests from governmental
agencies or courts for information
14. Indemnification. Provider further represents and warrants that the
performing rights to all music contained in such Programming are licensed by
BMI, ASCAP, or SESAC, are in the public domain or are controlled by Provider.
Provider agrees to indemnify and hold Mt. Pleasant, its shareholders,
officers, agents, employees, successors and assigns free and harmless from any
and all claims, damages, liabilities, costs or expenses, including attorneys'
fees, incurred by Mt. Pleasant or such persons by reason of the breach by
Provider of this representation and warranty, or any other representation,
warranty, covenant or agreement made by Provider in this Agreement, and for
all claims, damages, liabilities, costs or expenses, including attorneys' fees
arising from the broadcast of any Programming or other matter provided to Mt.
Pleasant by Provider pursuant to this Agreement. Provider shall defend at its
own expense any action or proceeding arising out of an alleged breach of the
foregoing warranty. Mt. Pleasant shall defend at its own expense any action or
proceeding arising out of any programming or other matter broadcast by the Mt.
Pleasant Station other than Programming or other matter provided to Mt.
Pleasant by Provider pursuant to this Agreement. Mt. Pleasant agrees to
indemnify and hold Provider, his officers, agents, employees, successors and
assigns,
-9-
free and harmless from any and all claims, damages, liabilities, costs or
expenses, including attorneys' fees incurred by Provider or such person by
reason of any action or proceeding arising out of any programming or other
matter broadcast by the Mt. Pleasant Station other than programming or other
matter provided to Mt. Pleasant by Provider pursuant to this Agreement.
Notwithstanding anything contained herein to the contrary, the Provider's
liability with respect to this Agreement shall be limited solely to the net
income derived from this Agreement.
15. Non-Default Termination. This Agreement may be terminated by the
parties, as provided by this Section and its subparts, if no default has
occurred and without fault or further obligation to the other party in the
following circumstances:
(a) License Termination. By Provider if the main license for the Mt.
Pleasant Station is terminated. for whatever reason, by the Commission or
other federal agency, and the order of termination has become a Final Order.
(b) Modification of Facilities. By Provider, if any action by the
Commission results in changes to the Mt. Pleasant Station's facilities,
including but not limited to, power, frequency, or hours of operation, such
changes occurring at any time during the period of this Agreement so that the
population residing within the predicted one MV/M primary service contour of
the Mt. Pleasant Station is reduced by five (5%) percent or more. Changes in
transmitter site, however, which do not result in substantial changes in
coverage area, will not create any entitlement to modify or terminate this
Agreement by Provider.
(c) Implications of Law. By either party in the event that this
Agreement or the involvement of either party is deemed, preliminarily or
otherwise, to be in material violation of the Communications Act of 1934, as
amended, or any rule, policy or order of the Commission; provided, however,
that upon being advised of any such potential violation,
-00-
Xx. Xxxxxxxx and Provider shall, however, use their best efforts to reform
this Agreement to rectify any such potential violaition.
(d) Actions re Non-Default Termination. In the event of a termination
in accordance with this Section and its Subparts, this Agreement shall be
voidable, and the parties may promptly recover any equipment respectively
owned by them and shall have no further obligation to otherwise pay further
compensation or provide services as set forth in this Agreement. The party
terminating this Agreement pursuant to this Section or its subparts shall
provide the other party with writtten notice of such termination, and the
reason therefor, and the notice must be given at least thirty (30) days before
the effective date of the termination.
16. Termination Upon Default. In the event of any of Event of
Default, the party not in default shall be under no further obligation to
perform hereunder. In the Event of Default by Provider, (i) Mt. Pleasant shall
be under no obligation to make available to Provider any further broadcast
time or broadcast program distribution facilities, and (ii) Provider's
obligation to purchase time on the Mt. Pleasant Station shall he terminated,
and Provider shall transfer and assign to Mt. pleasant all contracts, leases
and agreements, to the extent assignable, which were entered into in
connection with the Programming for the Mt. Pleasant Station by Provider.
Provider shall be liable to Mt. Pleasant for any money damages whatsoever
resulting from any default of this Agreement and Mt. Pleasant shall have the
right to compel the Provider to specifically perform any obligations required
under this Agreement. In the event of any Event of Default by Mt. Pleasant,
Provider may pursue its remedies at law and equity to recover damages or
require Mt. Pleasant to specifically perform this Agreement. The following
shall constitute an Event of Default under this Agreement.
-11-
(a) Non-Payment. Provider's failure to timely pay the consideration
provided for in Section 3 hereof. For the purposes of this Agreement, Provider
shall be timely in its payments only so long as they are made within thirty
(30) business days from the date due;
(b) Default in Covenants. The default by either party in the
observance or performance of any covenant, condition, or agreement contained
herein; or
(c) Breach of Representation. Should any material representation or
warranty herein made (i) by either party, or (ii) in any certificate or
document furnished by one party to the other pursuant to the provisions
heresf, prove to have been false or misleading in any material respect as of
the time made or furnished. Notwithstanding the foregoing, upon the occurrence
of any Event of Default as described above, the party in default shall have,
at its option, thirty (30) days from the date such default shall occur. to
cure said default, whereupon this Agreement shall continue in full force and
effect, with no right of termination or other recourse or remedy being then
available to the non-defaulting party as a result of such Event of Default
having occurred.
17. Liabilities Upon Termination of this Asyreement. Following
termination of this Agreement for any reason, Provider shall not be
responsible for all liabilities, debts and obligations related to the purchase
of air time on any contracts or agreements written by the Provider or Mt.
Pleasant personnel including, without limitations, accounts payable, barter
agreements, trade-out agreements, for any debts or obligations of Mt.
Pleasant, including any federal and local tax liabilities
18. Services Unique. The parties hereto agree that the facilities and
services to be provided under this Agreement are unique and cannot be readily
purchased or acquired in
-12-
the open market, and for that reason, either party would be irreparably
damaged in the event of a material breach of this Agreement.
19. Due Authority: No Conflict. Mt. Pleasant hereby warrants and
represents to Provider, and Provider hereby represents and warrants to Mt.
Pleasant, that each is legally qualified under the laws of the State of its
respective incorporation, formation or qualifications, and that each is duly
authorized by all necessary corporate and/or legal action, to execute, deliver
and perform its respective obligations under this Agreement, and that such
execution, delivery and performance does not and will not viogte, conflict
with, constitute a default under, or upon the giving of notice or the lapse of
time, or both, constitute grounds for terrnination of, or acceleration of
obligations under, any charter, certificate, by-law, agreement, contract,
instrument, indenture, franchise, lease. Iicense, permit, rule, regulation,
statute, ordinance, judgment, order, or decree to which such warrantor is
subject or by which it is bound.
20. Further Assurances. Mt. Pleasant and Provider each shall execute
and deliver additional documents and take such other actions that the other
party may reasonably request for purposes of carrying out the transactions
contemplated by this Agreement.
21. No Partnership or Joint Venture. This Agreement is not intended to
be and shall not be construed as a Partnership or Joint Venture Agreement
between the parties. Except as otherwise specifically provided in this
Agreement, no party to this Agreement shall be authorized to act as agent of
or otherwise represent any other party to this Agreement.
22. Successors and Assigns This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
23. Modification and Waiver. No modification or waiver of any
provision of this Agreement shall be effective unless in writing and signed by
the party against whom such
-13-
modification or waiver is asserted, and no failure to exercise any right,
power or privilege hereunder shall operate to restrict the exercise of the
same right, power or privilege upon any other occasion nor to restrict the
exercise of any other right, power, or privilege upon the same or any other
occasion. Notwithstanding the foregoing, Mt. Pleasant and Provider shall use
their best efforts to modify this Agreement from time to time, to comply with
applicable rules and regulations of the Commission respecting agreements of
this nature.
24. Attorney's Fees. In any act or proceeding brought to enforce any
rights or obligations hereunder, the prevailing party shall be entitled to
receive reimbursement for its reasonable attorney's fees and related costs.
25. Governing Law. This Agreement shall be governed by, construed, and
interpreted in accordance with, and enforceable under the laws of the State of
Texas.
26. Headings. The headings of the sections appearing in this Agreement
are inserted only for convenience of reference, and shall not operate to alter
the meaning of any provision appearing herein.
27. Notices. Notices that are required or permitted to be given
pursuant to this Agreement shall be in writing and shall be delivered by hand,
or shall be mailed by certified United States mail or a national express
service, postage prepaid, to the parties at the addresses shown below or at
such other addresses as the parties may provide to each other in accordance
with the provisions of this Section:
To Provider:
RADIOSUNGROUP OF TEXAS, INC.
Attention: Xx. Xx Xxxxxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxxx 00000
-14-
To Mt. Pleasant:
MT. PLEASANT RADIO, INC.
0000 Xxxxx Xxxxx
Xxxxx 000X
Xxxxxxxx, Xxxxxxx 00000-0000
(a) Alternate Addresses. Notice, as provided by this Section,
may be given to any other person or party, as any party hereto may in the
future designate in writing, upon due notice to the other party(ies).
(b) Date of Notice, Action. The postal receipt for deposit
with the United States Mail or courier service specified herein shall
establish the date of such notification or communication. If any notification,
communication or action is required or permitted to given or taken within a
certain period of time and the last date for doing so falls on a Saturday,
Sunday, a federal legal holiday, or legal holiday by law in the State of
Texas, the last day for such notification, communication or action shall be
extended to the first date thereafter which is not a Saturday, Sunday, or such
legal holiday.
28. Entire Agreement. This Agreement sets forth the entire
understanding between Mt. Pleasant and Provider with respect to the subject
matter hereof, and there are not other agreements, representations,
warranties, or understandings, oral or written, with respect to the subject
matter hereof.
-15-
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representative to execute this Agreement as of the date and year
first above written.
MT. Pleasant Radio, Inc.
By: /s/ Xxxx X. Xxxxxxxxx
--------------------------
Title: President
-----------------------
RADIOSUNGROUP OF TEXAS, Inc.
By: /s/ Xxxxx X. Xxxxxxx, III
--------------------------
Title: Vice President, General
Manager
-----------------------
State of Florida
-----------
County of Sarasota
-----------
Personally appeared before me, the undersigned, a Notary Public within
and for said State and County, duly commissioned and qualified,
_________________, with whom I am personally acquainted, or proved to me on
the basis of satisfactory evidence, and who, upon oath, acknowledged himself
to be the President of MT. PLEASANT RADIO, INC., a corporation, the within
named bargainor, and that he as such _____________, being authorized to do so,
executed the foregoing instrument, for the purposes therein contained by
signing the name of the corporation by himself as such officer.
Witness my hand seal at office this 24 day of January, 1997.
/s/ XXXXXXX X. XXXXXX
-----------------------
NOTARY PUBLIC
My Commission Expires: March 14, 1998
[NOTARY SEAL]
State of Texas
-----------
County of Xxxxx
-----------
-16-
Personally appeared before me, the undersigned, a Notary Public within
and for said State and County, duly commissioned and qualified,
_________________, with whom I am personally acquainted, or proved to me on
the basis of satisfactory evidence, and who, upon oath, acknowledged himself
to be the Vice President of RADIOSUNGROUP OF TEXAS, INC., a corporation, the
within named bargainor, and that he as such _____________, being authorized to
do so, executed the foregoing instrument, for the purposes therein contained
by signing the name of the corporation by himself as such officer.
Witness my hand seal at office this 27 day of January, 1997.
/s/ XXXXXX XXXXXXX
-----------------------
My Commission Expires: 4-27-99
[NOTARY SEAL]
-17-
