EXHIBIT 9
RE-CAPITALIZATION AGREEMENT
THIS RE-CAPITALIZATION AGREEMENT ("Agreement") is made as of the 21st
day of May, 2003 by and between AngelCiti Entertainment, Inc. ("Company'), a
Nevada corporation and Omega Ventures, Inc., ("Shareholder"), a Nevada
corporation (both collectively hereinafter referred to as the "Parties").
WHEREAS, Shareholder is the majority shareholder in the Company and
owns 100,074,000 of the shares in the Company; and
WHEREAS, the Company is pursuing certain prospective financing and
merger transactions; and
WHEREAS, it would be in the best interests of both the Company and the
Shareholder for the Company to complete such transactions.
NOW THEREFORE, for mutual consideration, the amount and sufficiency of
which is hereby acknowledged, it is hereby agreed as follows:
1. RE-CAPITALIZATION.
Shareholder will return 75 million common shares to the Company's treasury. In
exchange, Shareholder will receive 11,000 Preferred Shares "Series A" of the
Company. These preferred shares shall be voting shares entitling Shareholder to
5,000 votes of common share for each share of convertible, but shall not be
convertible into common shares of the Company. This transaction will be effected
on or about the week of June 30th 2003.
2. GOVERNING LAW.
This agreement shall be governed by and construed in accordance with the laws of
the state of Florida.
3. NOTICES.
All notices, requests, demands and other communications hereunder shall be
deemed given only if in writing, signed by the sender and delivered at or mailed
(by certified or registered mail, postage prepaid, return receipt requested) to
the receiving party's address above or to such address as the receiving party
may designate before hand by giving notice, referring to this Agreement, to the
sender.
4. AMENDMENTS.
This Agreement may not be modified, amended or terminated except by another
agreement in writing executed by the parties hereto.
5. COUNTERPARTS.
This Agreement may be signed in one or more counterparts with the same effect as
if the parties signed the same document. All counterparts shall be construed
together and shall constitute one instrument.
6. CONFIDENTIALLY.
Unless otherwise required by law, the parties hereto agree not to disclose any
term of this Agreement to any third party.
7. SUCCESSORS AND ASSIGNS.
The terms, obligations and conditions of this Agreement will inure to any
successors and/or assignees of the Parties hereto.
8. SEVERABILITY.
In the event that any one or more of the provision contained in the Agreement or
any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement and other applications thereof shall not in any way be
affected or impaired.
9. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the parties with respect to
the transaction contemplated herein and supersedes all prior agreements and
understandings between the parties related to the transaction contemplated by
this Agreement.
IN WITNESS WHEREOF, the undersigned parties have hereunder set their hand seals
as of the 21st day of May, 2003.
AngelCiti Entertainment, Inc. Omega Ventures, Inc.
a Nevada corporation a Nevada corporation
By: /s/ Xxxxxx Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxx
Title: President Title: CEO
