Exhibit 10.2
AMERICAN NORTEL COMMUNISCATIONS, INC.
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxx 00000 Phone (000) 000-0000
Fax (000) 000-0000
FUNDING AGREEMENT
This Agreement is made this 24th day of April, 2001, by and between PTN
Media, Inc. ("PTNM") or the "Company"), a corporation duly formed pursuant to
the laws of the State of Delaware, with the address of 000 Xxxx Xxxxxxxxxx
Xxxxxxx, Xxxxx 00, Xxx Xxxxx, XX 00000 and American Nortel Communications, Inc.,
a corporation duly formed under the laws of the State of Wyoming with the
address of 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
1. This Agreement is to be used exclusively by the two aforementioned parties
for the expressed purpose of a funding arrangement between the two parties.
The parties agree to cooperate with each other and execute such further
documents as may be required for this transaction to qualify for exemption
from federal and state registration (including a subscription agreement
with acknowledgement of accredited investor status and no present intent to
make a distribution of the subject securities).
2. The effective date of this Agreement shall be constructed as the date of
"Bonafide Signatures" by both parties and their respective officers and/or
directors.
3. Confidentiality shall mean that the transaction will be kept exclusive to
the parties involved which shall be limited to its officers, directors
and/or agents, until such time that a bonafide closing has been
consummated.
4. The terms guiding the funding are such:
A. The sum total of the funding between the parties is known to be
$300,000.
B. The total amount of $300,000 will occur with a single closing.
C. The instrument of funding is known to be either a certified check,
United States of America drafted wire via the federal reserve system
or Company check.
D. The instrument to be purchased by the fundor is 300,000 shares of PTN
Media common stock.
E. The common stock will bear a legend initially.
F. PTN Media, Inc. will use its best efforts to effectuate a registration
statement which will register for sale 300,000 common shares for the
fundor known to be American Nortel Communications, Inc. PTN Media,
Inc., hereby agrees that it will assure the fundor that an "effective
date" for the registration statement will be in force and cleared by
the SEC no later than July 31, 2001. If for any reason the
registration statement is not effective by July 31, 2001, PTN Media,
Inc. agrees that it will issue to American Nortel Communications, Inc.
an additional 15,000 shares beginning August 1, 2001 for every 30
days, if the statement is not effective on July 31, 2001.
G. This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona.
It is therefore agreed by the aforementioned parties that the intended
funding proceed on the merits written the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ACCEPTED: ACCEPTED:
PTN MEDIA, INC. AMERICAN NORTEL
COMMUNICAITONS, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxxx Xxxxxx Xxxx Xxxxxxxx
CEO CEO
April 24, 2001 April 24, 2001
