sch13da6060308ex1-1.htm


     

    


    SECURITIES
PURCHASE AGREEMENT

    


    This
Securities Purchase Agreement (this “Agreement”), dated June 2,
2008 (“Closing Date”), is made by Howard Ullman, a natural person (“Seller”),
and Stewart Wallach, a natural person (“Buyer”).  Seller and Buyer may
hereinafter also be referred to individually as a “party” or collectively as the
“parties.” This Agreement memorializes and  includes a May 23, 2008
consent by the Buyer to cancel 74,666,667 shares of CHDT Common Stock, $0.0001
par value, under a nonqualified stock option granted to the Buyer.

    


    RECITALS

    


    WHEREAS,
subject to the terms and conditions set forth in this Agreement,  and
pursuant to Section 4(2) of the Securities Act (as defined below), the Seller
desires to sell to Buyer, and Buyer desires to purchase from the Seller, certain
shares of the Common
Stock, $0.0001 par value per share, (“Common Stock”) and Series B
Convertible Preferred Stock, $0.10 par value per share, (“Series B Stock”) of
CHDT Corporation, a Florida corporation (“CHDT” or “Company”) with its shares of
Common Stock quoted on OTC Bulletin Board under the trading symbol “CHDO.OB,”
that are beneficially owned by the Seller; and

    


    WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Buyer has
agreed to cancel his non-qualified stock option for the purchase of 74,666,667
shares of Common Stock for an exercise price of $0.029 per share;
and

    


    WHEREAS,
the Company is not a party to and did not arrange or facilitate this Agreement,
but the Company’s Board of Directors and its Compensation Committee and Audit
Committee have reviewed this Agreement and none of  those entities
have any objections to the transactions contemplated herein.

     

    NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

     

    ARTICLE
I. DEFINITIONS

     

    1.1  
Definitions.  In addition to the terms defined elsewhere in this Agreement,
for all purposes of this Agreement, the following terms shall have the follow
meaning(s):

     

    “Action” means any action,
claim, suit, inquiry, notice of violation, proceeding (including, without
limitation, any investigation or partial proceeding such as a deposition) or
investigation pending or threatened in writing against or affecting the parties
or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency, regulatory authority (federal, state,
county, local or foreign), stock market, stock exchange or trading
facility.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Affiliate” means any Person
that, directly or indirectly, through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 144 under the Securities Act.

     

    “B
Shares” means
939,000 shares of Series B Stock beneficially owned by the Seller and issuable
to Buyer by Seller, subject to the terms and conditions of this
Agreement.

    


    “Business Day” means any day
except Saturday, Sunday and any day which is a federal legal holiday or a day on
which banking institutions in the State of  Florida are authorized or
required by law or other governmental action to close.

     

    “Closing” means the exchange
of  the signed originals of this Agreement by the parties and the
exchange of all payments, documents, instruments and certificates required
hereunder in accordance with and when required by this Agreement.

    


    Closing Date” mean June 2,
2008, or such other date as the parties may agree.

     

    “Common Stock” means the
common stock of the Company, par value $0.0001 per share, and any securities
into which such common stock may hereafter be reclassified, converted or
exchanged.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Material Adverse Effect”
means any of (i) a material and adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material and adverse effect
on the results of operations, assets, prospects, business or condition
(financial or otherwise) of the Company and the Subsidiaries, or (iii) an
adverse impairment to a party’s ability to perform on a timely basis its
obligations under any Transaction Document.

     

    “Person” means an individual
or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an
agency or subdivision thereof) or other entity of any kind.

     

    “Rule 144” means Rule 144
promulgated by the U.S. Securities and Exchange Commission (“SEC” or
“Commission”) pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
Commission having substantially the same effect as such Rule.

    


    “SEC” means the U.S.
Securities and Exchange Commission

     

    “Securities Act” means the
Securities Act of 1933, as amended.

     

    “Shares” means 35 million shares of
Common Stock being purchased under this Agreement by Buyer from Seller,
Seller, subject to the terms and conditions of this Agreement.

     

    “Short Sales” has the meaning
set forth in Section 3.2(f).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    “Subsidiary” means any
“significant subsidiary” (as defined in Rule 1-02(w) of the Regulation S-X
promulgated by the Commission under the Exchange Act) of the
Company.

     

     “Trading Market” means
whichever of the New York Stock Exchange, the American Stock Exchange, any of
the NASDAQ markets or OTC Bulletin Board on which the Common Stock is listed or
quoted for trading on the date in question.

    


    “Trading Day” means (i) a day
on which the Common Stock is traded on a Trading Market, or (ii) if the Common
Stock is not listed or quoted on a Trading Market, a day on which the Common
Stock is quoted in the over-the-counter market as reported by the Pink Sheets,
LLC or http://www.otcbb.com, or any similar organization or agency succeeding to
its functions of reporting prices; provided, that in the event that the Common
Stock is not listed or quoted, then Trading Day shall mean a Business
Day.

    


    “Transaction Documents” means
this Agreement and any other documents or agreements executed in connection with
the transactions contemplated hereunder.

    


    ARTICLE
II. PURCHASE AND SALE

     

    2.1  
Closing.  (a) Pursuant to the provisions of this Agreement, the Seller
agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller,
all of the B Shares and all of the Shares and to do so on the Closing Date, at
the following per share purchase price:

    


    $0.0025 per share for the
Shares and $0.165 per share for the B Shares, or an aggregate purchase price for
all Shares and B Shares being TWO HUNDRED FORTY TWO THOUSAND AND FOUR HUNDRED
THIRTY FIVE DOLLARS AND NO CENTS ($242,435.00) (“Purchase
Price”),

    


    subject to the conditions
set forth herein and payable as set forth in Section 2.1(b) below.  The
Closing shall take place at the offices of CHDT, 350 Jim Moran Blvd., Suite 120,
Deerfield Beach, Florida 33442, at 1:00 p.m. (Miami time) on the Closing Date or
at such other location or time as the parties may agree.

    


    (b)   Payment
of Purchase Price.  The Buyer shall pay the Purchase Price for the
Shares and B Shares by executing and issuing a promissory note (“Note”) to the
Seller in the principal amount of the Purchase Price and bearing interest at
five percent (5%) per annum. The term of the Note shall be five (5) years and
the principal and interest accrued thereon shall be due and payable in five (5)
equal installments of principal and interest accrued thereon with the first
installment being due and payable on June 2, 2009 and each subsequent
installment due on the annual anniversary of the date of the Note (that being,
June 2, 2008); provided, however, that the Buyer may prepay the principal and/or
interest accrued thereon in whole or in part at any time or from time to time,
at Buyer’s sole discretion, without penalty or charge.  Buyer may also
pay the principal and accrued interest thereon under the Note with the B Shares
and Shares or other equity securities of CHDT, which Shares or equity securities
will be valued at a per purchase price to be determined by the Compensation
Committee of the Company at the time of the tender of such Shares or equity
securities as payment of


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
Note’s principal and/or interest accrued thereon. A signed original of the Note
shall be deposited with the Company.  The Note shall be secured by the
Shares. Buyer shall execute and record all instruments, filings and documents
that are reasonably necessary, as determined by the Seller in his sole but
commercially reasonable discretion, to properly secure the Seller’s interest in
the Shares.  The form of the Note shall be satisfactory to the Seller
in his sole but commercially reasonable discretion.

    


    (c)   Costs.  The
parties agree that Exhibit One hereto sets forth their agreement on the
obligation of the parties with respect to any costs or expenses, including
taxes,  for the sale of the Shares and B Shares hereunder and the
recording of the secured interest created by the Note in favor of the
Buyer.  Exhibit One hereto is hereby incorporated herein by
reference.

     

    2.2  
Closing Deliveries.  (a)  Sale.  At the Closing, the
Seller shall deliver or cause to be delivered to Buyer a stock certificate
evidencing the Shares and a stock certificate
evidencing the B Shares – all to be delivered to the Buyer by the Seller
at the Closing along with written and signed instructions to the CHDT’s stock
transfer agent to issue a new stock certificate to the Buyer in the amount of
the Shares and B
Shares with appropriate restrictive legends on the reverse side of said
new stock certificates.  Any shares of Common Stock
and any shares of Series B Convertible Preferred Stock, $0.10 par value per
share, as the case may be,  evidenced by the stock certificates
tendered by the Seller to the Buyer at the Closing that are in excess of the
number of the Shares and/or B Shares
purchased hereunder shall be evidenced by a new stock certificate(s) issued to
the Seller by the CHDT stock transfer agent and said new Seller stock
certificate(s) shall have appropriate restrictive legends on the reverse side of
said new stock certificate(s). Seller shall sign and deliver at the Closing any
and all other documents, agreements and instruments reasonably required to
transfer good and
marketable title to the Shares to the Buyer.

    


    (b)   Purchase
Price and Option Termination.  At the Closing, the Buyer shall
deliver: (i) to the Seller and CHDT a written termination of that portion of
non-qualified stock options issued to the Buyer by CHDT representing 74,666,667
shares of Common Stock; and (ii) the Note, duly signed, witnessed and sealed.
Buyer shall take all actions and execute all instruments that are reasonably
necessary to cause the termination of said non-qualified stock options for
74,666,667 shares of Common Stock and to pay the Purchase Price to the Seller by
the tender of the signed and sealed Note to the Seller, subject to the
conditions to such actions that are expressly set forth herein. Buyer shall also
surrender to the Company at the Closing the signed non-qualified stock option
agreement covering the 74,666,667 shares of Common Stock. The Company shall
deliver to the Buyer a new stock option agreement evidencing the Buyer’s right
to purchase those shares of Common Stock in excess of the terminated 74,666,667
option shares and represented in the Buyer’s existing stock option agreement,
that being 27,733,333 and to do so on the same terms as the original stock
option agreement, subject to any adjustments required by applicable laws and
regulations.

      


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.2  
Termination.  The following conditions precedent must be satisfied on or
before the Closing Date, or waived in writing by the party who is not required
to perform the action in question or deliver the agreement or document or
instrument in question, before the parties shall be obligated to consummate and
close any transactions and actions required by this Agreement.  Either
party may unilaterally terminate this Agreement upon prior written notice to the
other party, if and only if (i) the other party fails to deliver the documents
and/or instruments required to be delivered herein, or take all actions required
to be taken herein, as of the Closing Date; (ii) the parties have not received,
reviewed and approved the report of CHDT’s public auditors on the reporting and
financial impact of the cancellation of the 74,666,667 option shares of Buyer,
on or before the Closing Date; (iii) the parties do not reach agreement on the
Share Purchase Price on or before the Closing Date; (iv)  any party is
not ready to close the transactions contemplated herein on the Closing Date; (v)
one party has intentionally misled the other party in respect of any fact that
is material to the decision of a rational person in respect of the stock sale
and stock option termination contemplated herein; or (vi) the actions or
transactions contemplated herein are prohibited or barred by any applicable laws
or regulations or by court or agency order.

    


    


    ARTICLE
III. REPRESENTATIONS AND WARRANTIES

     

    3.1  
Representations and Warranties.  (a) In order to induce the Buyer to enter
into this Agreement, the Seller hereby makes the following representations and
warranties to the Buyer:

      

    (i) Authority.
The Seller is the beneficial and record owner of the Shares and has the legal
authority to enter into and consummate this Agreement and to transfer good and
marketable title to the Shares to the Buyer at the Closing, subject to the
restrictions imposed by Rule 144 of the Securities Act on such Shares;
and

    (ii)
Status. Seller is an “accredited investor” as defined in Rule 501(a) under
Regulation D of the Securities Act.   Seller is not a registered
broker-dealer under Section 15 of the Exchange Act.  Seller is also a
“sophisticated” investor in respect of CHDT securities; and

    (iii)   
Certain Trading Activities.  Seller has not directly or indirectly, nor has
any Person acting on behalf of or pursuant to any understanding with the Seller,
engaged in any trading in any securities of the Company (including, without
limitations, any “Short Sales” (defined below) involving the Company’s
securities) during the 20 Trading Days prior to the time that the transactions
contemplated by this Agreement are publicly disclosed by the Company.  For
purposes of this Section, “Short Sales” include, without
limitation, all “short sales” as defined in Rule 3b-3 of the Exchange Act and
include all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps and similar arrangements (including on
a total return basis), and sales and other transactions through non-US broker
dealers or foreign regulated brokers having the effect of hedging the securities
or investment made under this Agreement.  As of the Closing Date, Seller
shall have no open short position in the Common Stock, and covenants that
neither he nor any Person acting on his behalf or pursuant to any understanding
with him will engage in any Short Sales prior to the public disclosure of the
material terms of this transaction by the Company.  Further, Seller is
solely responsible for timely filings of all reports required to be made by him
personally with the SEC as a result of the transactions herein and neither the
Buyer nor any third party has any liability or responsibility for such filings;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iv)
General Solicitation.  Seller is not selling the Shares or B Shares as a
result of any advertisement, article, notice or other communication regarding
the Shares or B Shares published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement; and

    (v) Access
to Information.  Seller is a former officer and current director of the
Company, who is active in the management of the Company, and, as such, has
access to information about the Company and its current business and financial
conditions and future prospects; and

    (vi)  
Independent Investment Decision.  Seller has independently evaluated the
merits of his decision to sell the Shares and B Shares pursuant to this
Agreement, and Seller confirms that he has not relied on the advice of the Buyer
or CHDT or any CHDT officer, director, attorney or agent in reaching that
decision.

     

    (b) In
order to induce the Seller to enter into this Agreement, the Buyer hereby makes
the following representations and warranties to the Seller:

    


    (i)   Authority.
The Buyer is the beneficial and record owner of the non-qualified stock option
representing the right to purchase 102,400,000 whole shares of Common Stock at
$0.029 per share (exercise price) and Buyer has the legal authority to
unilaterally and without the consent of any third party to enter into and
consummate this Agreement and cancel said stock option in the amount of
74,666,667 option shares of Common Stock; and

    (ii)
Status. Buyer is an “accredited investor” as defined in Rule 501(a) under the
Securities Act.  Buyer is not a registered broker-dealer under Section 15
of the Exchange Act. Buyer is also a “sophisticated” investor in respect of CHDT
securities; and

    (iii) Certain
Trading Activities.  Buyer has not directly or indirectly, nor has any
Person acting on behalf of or pursuant to any understanding with the Buyer,
engaged in any trading in any securities of the Company (including, without
limitations, any Short Sales (as defined in Section 3.1(a)(iii) above) involving
the Company’s securities) during the 20 Trading Days prior to the time that the
transactions contemplated by this Agreement are publicly disclosed by the
Company.  As of the Closing Date, Buyer shall have no open short position
in the Common Stock, and covenants that neither he nor any Person acting on his
behalf or pursuant to any understanding with him will engage in any Short Sales
prior to the public disclosure of the material terms of this transaction by the
Company. Further, Buyer is solely responsible for timely filings of all reports
required to be made by him personally with the SEC as a result of the
transactions herein and neither the Seller nor any third party has any liability
or responsibility for such filings; and

    (iv)
General Solicitation.  Buyer is not buying the Shares or B Shares as a
result of any advertisement, article, notice or other communication regarding
the Shares or B Shares published in any newspaper, magazine or similar media or
broadcast over television or radio or presented at any seminar or any other
general solicitation or general advertisement; and

    (v) Access
to Information.   Buyer is an officer and director of the Company
and, as such, has access to information about the Company and its current
business and financial conditions and future prospects;  and

    (vi)  
Independent Investment Decision.  Buyer has independently evaluated the
merits of his decision to buy the Shares or the B Shares pursuant to this
Agreement, and Buyer confirms that he has not relied on the advice of the Seller
or CHDT or any CHDT officer, director, attorney or agent in reaching that
decision.  Buyer is acquiring the Shares of investment purposes only
and not with intent to redistribute or sell the Shares or B Shares to a third
party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)  Publicity
and Form 8-K.  By 5:00 p.m. (Miami time) on the Closing Date, the parties
shall cause the Company to issue a press release in a form approved by the
parties and Company directors disclosing the transactions contemplated herein
and to file a Current Report on Form 8-K disclosing the material terms of the
Transaction Documents (and attach as exhibits thereto the Transaction
Documents).

    


     

    ARTICLE
IV.  OTHER AGREEMENTS OF THE PARTIES

     

    4.1  
Shares and B Shares may only be disposed of in compliance with state and federal
securities laws.  In connection with any transfer, pledge or encumbrance of
the Shares other than pursuant to an effective registration statement, the
Company may require the transferor thereof to provide to the Company an opinion
of counsel selected by the transferor, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Shares under the
Securities Act.

     

    4.2     Certificates
evidencing the Shares and B Shares will contain the following
legend:

     

    THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.

     

    4.3  Indemnification. 
Each party hereby indemnifies and holds harmless the other party from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation (collectively, “Losses”) that the other party
may suffer or incur as a result of or relating to any misrepresentation, breach
or inaccuracy of any representation, warranty, covenant or agreement made by the
indemnifying party in any Transaction Document.  In addition to the
indemnity contained herein, the indemnifying party shall reimburse the other
party for its reasonable legal and other expenses (including the cost of any
investigation, preparation and travel in connection therewith) incurred in
connection therewith, as such expenses are incurred.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
V.

    CONDITIONS
PRECEDENT TO CLOSINGS

    


    5.1  
Conditions Precedent to the Obligations. In addition to the conditions precedent
set forth in Section 2.2 above, the obligation of each party to consummate this
Agreement is subject to the satisfaction or waiver at or before such Closing of
each of the following conditions:

     

    (a)  
Representations and Warranties.  The representations and warranties of the
other party contained in the Transaction Documents shall be true and correct in
all material respects as of the date when made and as of such Closing as though
made on and as of such dates;

     

    (b)  
Performance.  The other party shall have performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by it
at or prior to such Closing;

     

    (c)  
No Injunction.  No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits
the consummation of any of the transactions contemplated by the Transaction
Documents;

     

    (d)  
Adverse Changes.  Since the date of execution of this Agreement, no event
or series of events shall have occurred that reasonably could have or result in
a Material Adverse Effect;

     

    (e)  
No Suspensions of Trading in Common Stock; Listing.  Trading in the Common
Stock shall not have been suspended by the SEC on any Trading Market (except for
any suspensions of trading of not more than one Trading Day solely to permit
dissemination of material information regarding the Company) at any time since
the date of execution of this Agreement, and the Common Stock shall have been at
all times since such date listed for trading or quoted on a Trading
Market;

     

    (f)   
Deliverables.  The other party has delivered at the Closing all documents,
instruments, agreements and signatures required hereunder.

     

    


    ARTICLE
VI. MISCELLANEOUS

     

    6.1
   Entire Agreement.  The Transaction Documents, together with
all of the Exhibits and Schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior
agreements, understandings, discussions and representations, oral or written,
with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.2  
Notices.  Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile (provided the sender
receives a machine-generated confirmation of successful transmission) at the
facsimile number specified in this Section prior to 5:30 p.m. (Miami time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section on a day that is not a Trading Day or later than 5:30
p.m. (Miami time) on any Trading Day, (c) the Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service, or (d)
upon actual receipt by the party to whom such notice is required to be
given.  The address for such notices and communications shall be as
follows:

     

    TO:
 HOWARD ULLMAN AND STEWART WALLACH

    350 Jim
Moran Blvd., #120

    Deerfield
Beach, Florida 33442

    


    6.3  
Amendments; Waivers; No Additional Consideration.  No provision of this
Agreement may be waived or amended except in a written instrument signed by the
parties.  No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in
the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right. 

     

    6.4  
Construction.  The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. 
This Agreement shall be construed as if drafted jointly by the parties, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement or any of the
Transaction Documents.

     

    6.5  
Successors and Assigns.  This Agreement shall be binding upon and inure to
the benefit of the parties and their successors and permitted assigns.  A
party may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party.

     

    6.6 
No Third-Party Beneficiaries.  This Agreement is intended for the benefit
of the parties and their respective successors and permitted assigns and is not
for the benefit of, or be enforced by, any other Person.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.7  
Governing Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida, without regard to the principles of conflicts of law thereof. 
Each party agrees that all Actions concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party or its respective
Affiliates, employees or agents) shall be commenced exclusively in the courts
for Broward County, Florida.  Each party hereby irrevocably submits to the
exclusive jurisdiction of the Broward County, Florida Courts for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of the any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Action, any claim that he is not
personally subject to the jurisdiction of any such Broward County, Florida
Court, or that such Action has been commenced in an improper or inconvenient
forum.  Each party hereby irrevocably waives personal service of process
and consents to process being served in any such Action by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to him under
Section 6.2 of this Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof.  Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.  Each party hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all rights to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.  Each party understands the consequences
of such waiver.  If either party shall commence an Action to enforce
any provisions of a Transaction Document, then the prevailing party in such
Action shall be reimbursed by the other party for its reasonable attorneys’ fees
and other costs and expenses incurred with the investigation, preparation and
prosecution of such Action.

     

    6.8  
Survival.  The representations, warranties, agreements and covenants
contained herein shall survive the Closing and the delivery of the Shares and B
Shares for three (3) years after the Closing Date.

     

    6.9        
Execution.  This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

     

    6.10        
Severability.  If any provision of this Agreement is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision that is a reasonable substitute therefore, and upon so
agreeing, shall incorporate such substitute provision in this
Agreement.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.11       
Rescission and Withdrawal Right.  Notwithstanding anything to the contrary
contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever a party exercises a right, election, demand or option under
a Transaction Document and the other party does not timely perform its related
obligations within the periods therein provided, then such party exercising such
right, election demand or option may rescind or withdraw, in its sole discretion
from time to time upon written notice to the other party, any relevant notice,
demand or election in whole or in part without prejudice to its future actions
and rights.

     

    6.12        
Remedies.  In addition to being entitled to exercise all rights provided
herein or granted by law, including recovery of damages, each party will be
entitled to specific performance under the Transaction Documents.  The
parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations described in the foregoing
sentence and hereby agrees to waive in any action for specific performance of
any such obligation the defense that a remedy at law would be
adequate.

     

    6.13      Agreement
on Drafting.  The parties have authorized Paul W. Richter of PW
Richter, plc, (“Firm”) to draft this Agreement on their behalf.  The
parties agree that Mr. Richter’s and the Firm’s role in drafting this Agreement
are merely that of a draftsman and neither Mr. Richter nor the Firm represents
either party as legal counsel in respect of this Agreement or any transactions
contemplated herein.  As such, neither Mr. Richter nor the Firm has
acted as an advocate for, or sought to protect or promote the interests of,
either party.  Each party has been advised by Paul W. Richter and the
Firm to seek their own legal counsel to review this Agreement and the other
Transaction Documents.  Neither Paul W. Richter nor Firm has provided
any legal, financial or tax advice to either party in connection with this
Agreement or any Transaction Documents or any transactions contemplated in any
Transaction Documents.

    


    IN
WITNESS WHEREOF, the parties have caused this Securities Purchase Agreement to
be duly executed by their respective authorized signatories as of the date first
indicated above.

    


    HOWARD
ULLMAN

    


    Signature:_/s/________________

    


    Witness
Name: Gerry
McClinton

    Witness
Signature:_/s/_________

    


    Date:
06/02/08

    


    STEWART
WALLACH

    Signature:_/s/________________

    


    Witness
Name: Gerry
McClinton

    Witness
Signature:_/s/_________

    


    Date:_06/02/08_______________