form8k071108ex10-1.htm


    EXHIBIT
10.1

    


     

     

    NOTICE:
THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UNDER THIS NOTE
(COLLECTIVELY WITH THIS NOTE, THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY APPLICABLE STATE
SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED, UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR UPON DELIVERY TO THE ISSUER OF THE SECURITIES OF AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THE
SECURITIES THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH
APPLICABLE STATE SECURITIES LAWS PURSUANT TO AVAILABLE EXEMPTIONS THEREFROM. THE
TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE
TERMS HEREOF.

     

     

    NOTICE:  THIS
NOTE PROVIDES FOR A SINGLE LUMP SUM PAYMENT OF PRINCIPAL AND INTEREST ACCRUED
THEREON ON THE MATURITY DATE.

     

    CHDT
CORPORATION, a Florida Corporation

    8%
Promissory Note

    


    PRINCIPAL:
$250,000.00

    Deerfield
Beach, Florida

    Date:  July 11,
2008

    


    CHDT Corporation, a Florida
corporation (the “Company”), for value
received, hereby promises unconditionally to pay to JEFFREY POSTAL, a natural
person and director of the Company, or his p2

     

    ermitted
transferees or assigns (collectively, the “Holder”), in immediately
available and lawful money of the United States of America (“Dollars” or “$”),  the
principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS
($250,000.00)  (the ”Principal”) shall mean the total amount of unpaid
money loaned under this Note to the Company by the Holder. All unpaid Principal plus any
accrued and unpaid Interest thereon shall be due and payable in full in a single
lump-sum payment on the “Maturity Date” (as such terms are defined below),
unless paid earlier by the Company.  No payment of Principal or
Interest accrued thereon shall be due and payable to the Holder by the Company
prior to the Maturity Date, provided, however, that the Company may prepay any
unpaid Principal and/or Interest without charge or penalty prior to the Maturity
Date.

     

    This Note
is issued to the Holder for money received for the purpose of general working
capital funding. The Company agrees that this Note evidences a valid debt of the
Company and that the Company has entered into this Note not as a guarantor but
rather as the corporate debtor of the obligation evidenced by this
Note.   This debt is a commercial debt and not a consumer
debt.

     

    


     

     

    1. Certain Definitions;
Certain Interpretations.

     

     

    1.1. Certain Definitions.
As used herein, the following terms shall have the following
meanings:

     

     

    “Business Day” means any day
that is not a Saturday, Sunday or a legal holiday for banks doing business in
the State of Florida.

     

     

    “Common Stock” means the
common stock, par value $0.0001 per share, of the Company.

     

     

    “Exercise Price” means $0.025
per share purchase price per share of Common Stock available under the Warrant
issued concurrently with this Note and pursuant the terms of this Note to the
Holder by the Company.

     

     

    “Issue Date” means the first
date written above, which is the date of execution and issuance of this
Note.

     

     

     “Maturity Date” means
January 11, 2009, which date can be extended for an additional six (6)
consecutive month period with the mutual agreement of both parties.

     

     

    “Person” means any
individual, corporation, limited liability company, partnership, limited
partnership, limited liability partnership, firm, joint venture, association,
joint stock company, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality
thereof.

     

     

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

     

     

    “Warrant” means the warrant
issued to the Company to the Holder to purchase FOUR MILLION(4,000,000) shares
of Common Stock for a five year period and at the Exercise Price, which warrant
is attached hereto as Exhibit A.

     

     

    1.2. Certain
Interpretations. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.” The word “will” shall be
construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any
reference to any law, rule or regulation herein shall be construed as referring
to any amendment or modification of such law, rule or regulation, (c) any
reference herein to any Person shall be construed to include such Person’s
permitted successors and assigns, (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Note in its entirety and not to any particular provision hereof, (e) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, except as otherwise expressly provided, and (f) the words
“asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

     

     

    2. Repayment.

     

    2.1. Principal. Unless
earlier paid or accelerated in accordance with the provisions hereof, the entire
outstanding Principal shall be due and payable on the Maturity Date. At the
Maturity Date the Principal Repayment could be extended for an additional six
(6) months with the mutual consent of both parties. Promptly following the
payment in full of this Note, the Holder shall surrender this Note to the
Company for cancellation.

     

     

    2.2. Interest; Adjustment.
Interest on the unpaid Principal (“Interest”) during the period
from the Issue Date through the Maturity Date, shall accrue at a rate of eight
percent (8%) simple interest per annum, non-compounding.
Interest shall be computed on the basis of a 365-day year applied to actual days
elapsed. Unless the Interest on this Note is earlier paid or accelerated in
accordance with the provisions hereof, all Interest then accrued and unpaid
shall be due and payable in cash on the Maturity Date (concurrently with the
payment of Principal as provided in Section 2.1).  In the “Event
of a Default”, as defined below, and to the extent allowed by applicable laws,
the interest on any unpaid principal or accrued interest shall increase from 8%
to 12% per annum until such unpaid sum is paid in full. In the event of any
legal or arbitration proceeding required to collect any payment of Principal,
Interest or other charges due hereunder, the Holder shall be entitled to recover
reasonable attorneys’ fees and proceeding costs.

     

     

    2.3. Location and Extension of
Time for Repayments. All payments (including any prepayments) of
Principal, Interest and other amounts due and payable by the Company pursuant to
this Note shall be paid to the Holder at such Holder’s address for notice
pursuant to Section 7.8. If the outstanding Principal and Interest become
due and payable on any day other than a Business Day, the payment date thereof
(including, without limitation, the Maturity Date) shall be extended without any
action or further consent of the Company or Holder to the next succeeding
Business Day, and to such payable amounts shall automatically be added the
Interest which shall have accrued during such extension period at the rate per
annum herein specified.

     

     

    3. Prepayments.

     

     

    3.1. Optional Prepayment.
Outstanding amounts under this Note may be prepaid, in whole or in part, at any
time at the option of the Company upon at least five (5) days’ prior written
notice to the Holder (a “Prepayment Notice”), which
Prepayment Notice shall set forth the amount of Principal and Interest to be
prepaid by the Company and the date thereof.

     

     

    3.2. Application of
Prepayments. Prepayments made by the Company pursuant to this
Section 3 shall be applied first to unpaid Principal and then second to
accrued, unpaid Interest and any other amounts due hereunder.

     

     

    3.4. No Premiums, Penalties or
Consent. No premium or penalty shall be payable, and no consent of the
Holder shall be required, in connection with any prepayment of this Note.

     

    3.5   Subordination.  This
Note and the payment of Principal and Interest shall be subordinate to the
payment of any amounts due and payable by the Company, whether as guarantor or
debtor, to Sterling National Bank or any of its successors and
assigns.

     

    4.
 Events of Default.

     

     

    If one or
more of the following events shall have occurred and be continuing (each, an
“Event of
Default”):

     

     

    (a) the Company shall
fail to pay within ten (10) days of when due any Principal of, or accrued
Interest on, this Note;

     

     

    (b) the Company shall
consummate the sale of all or substantially all of its operating assets, or
liquidate, dissolve or wind up its affairs as part of a
dissolution;

     

     

    (c) the Company shall
commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent
to any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other proceeding commenced against it, or
shall make a general assignment for the benefit of creditors, or shall take any
corporate action to authorize any of the foregoing; or

     

     

    (d) an involuntary case
or other proceeding shall be commenced against the Company seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain not dismissed for a period of
sixty (60) days; or an order for relief shall be entered against the
Company under the federal bankruptcy laws as now or hereafter in
effect;

     

     

    then, and in each and every
such Event of Default, the Holder may, by written notice to the Company, declare
this Note to be, and this Note shall thereupon become, immediately due and
payable in full without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Company; provided, however, that in
the case of any of the Events of Default specified in clauses (c) or
(d) above, without any notice to the Company or any other act by the Holder
or the other Investors, this Note shall become immediately due and payable in
full without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Company.

     

    5.
Warrant.   The Company shall issue to the Holder concurrently
with the delivery of this Note to the Holder a Warrant to purchase Four Million
(4,000,000) “restricted shares” (as defined in Rule 144 of the Securities Act)
of the Common Stock at an exercise price of $0.025 per share.  The
term of the Warrant shall be five years, commencing July 11, 2008 and ending
July 11, 2013. In the event that the Holder and Company agree to extend the
Maturity Date by more than ten (10) days, then the Company shall issue
additional warrants for the purchase of the “restricted shares” of the Common
Stock.  The terms and conditions of such additional warrants, if any,
shall be negotiated at the time of issuance, but shall not be issued on terms
and conditions that are not commercially reasonable under then current
circumstances.

     

         6. Replacement
of Note.

     

     

    Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Note, and in case of loss, theft or
destruction, of indemnity reasonably satisfactory to it (with or without
requirement of a surety bond in the Company’s sole discretion), and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
(if mutilated) upon surrender and cancellation of this Note, the Company shall
make and deliver to the Holder a new promissory note of like tenor in lieu of
this Note. Any replacement promissory note made and delivered in accordance with
this Section 6 shall be dated as of the date hereof.

     

     

    7. Miscellaneous.

     

     

    7.1. Survival. All
agreements and covenants contained in this Note shall survive the execution
hereof and shall remain in full force and effect until the payment in full of
all outstanding Principal and Interest, and any other amounts due and payable,
under this Note.

     

     

    7.2. Assignment. The
Holder may not assign or otherwise dispose of this Note or the rights and
obligations hereunder (including by operation of law) without the prior written
consent of the Company. Notwithstanding anything to the contrary in the
foregoing, this Note may not be assigned or otherwise disposed of by the Holder
unless (i) registered under the Securities Act and applicable state
securities laws or (ii) the Company receives an opinion of counsel to the
proposed transferor in form and substance satisfactory to the Company, to the
effect that such proposed assignment or other disposition is exempt from the
registration requirements of the Securities Act and applicable state securities
laws. Any instrument purporting to make an assignment or other disposition in
violation of this Section 7.2 shall be void.

     

     

    7.3. Benefits of Note. The
terms and provisions of this Note shall be binding upon the successors, assigns,
heirs, executors and administrators of the Company and the Holder and shall
inure to the benefit of, and be enforceable by, each Person who shall be a
registered holder of this Note from time to time. The Holder shall have no
rights as a shareholder of the Company solely by virtue of the ownership of this
Note.

     

     

    7.4. Severability. In case
any provision of this Note shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     

     

    7.5. Further Assurances.
The Holder agrees to execute such other documents, instruments, agreements and
consents, and take such other actions as may be reasonably requested by the
Company to effectuate the purposes of this Note.  This Note and the
execution of this Note by the signatory listed below have been duly approved by
the Company’s Board of Directors.

     

     

    7.6. Amendment and Waiver.
The terms and provisions of this Note may only be modified, amended or waived in
writing signed by the Company and the Holder. All modifications, amendments,
waivers and consents shall be effective only in the specific instance for the
purpose for which given.

     

     

    7.7. Delays or Omissions.
No delay by the Holder or the Holder’s agents in exercising any powers or rights
hereunder shall operate as a waiver of such power or right, nor shall any single
or partial exercise of any power or right preclude other or further exercise
thereof, or the exercise of any other power or right hereunder or
otherwise.

     

     

    7.8. Notices. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (a) upon personal delivery to the party to be notified,
(b) when sent by confirmed facsimile transmission if sent during normal business
hours of the recipient, if not, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return
receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery,
with written verification of receipt. All communications shall be sent as
follows:

     

     

    TO
COMPANY:      CHDT CORP., 350 Jim Moran Blvd.,
#120, Deerfield Beach, Florida 33442, Tel: 954 252 3440, Fax: 954 252 3442,
Attn:    Jill Mohler, Secretary.

     

    
      


       

      TO
HOLDER:  JEFFREY POSTAL, Parkland FL.

       

       

      


       

      


    

     

    or, to such other address or
facsimile number as the party to whom notice is to be given may have furnished
to the other party in writing in accordance herewith.

     

     

    7.9. Titles and Subtitles.
The titles of the sections and subsections of this Note are for convenience of
reference only and are not to be considered in construing this
Note.

     

     

    7.90. Governing Law. This
Note shall be construed in accordance with, and governed by, the laws of the
State of Florida (without giving effect to conflict of laws
principles).

     

     

    7.11. Consent to Exclusive
Jurisdiction and Service of Process. The Company and the Holder each
hereby irrevocably and unconditionally submits to the jurisdiction of the courts
of the State of Florida and of the Federal courts sitting in the State of
Florida in any action or proceeding directly or indirectly arising out of or
relating to this Note or the transactions contemplated hereby (whether based in
contract, tort, equity or any other theory). The Company and the Holder each
agrees that all actions or proceedings arising out of or relating to this Note
must be litigated exclusively in any such court that sits in or serves Broward
County, and accordingly, each party irrevocably waives any objection which he or
it may now or hereafter have to the laying of the venue of any such action or
proceeding in any such court. The Company and the Holder each further
irrevocably consents to service of process in the manner provided for notices in
Section 7.8. Nothing in this Note will affect the right of the Company or the
Holder to serve process in any other manner permitted by law.

     

     

    [Signature Page
Follows]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    In
Witness Whereof, the Company has caused its duly authorized representative to
execute this Note, and the Company has caused this Note to be issued and has
agreed to all provisions above, each as of the date first set forth
above.

     

    CHDT
CORPORATION, a Florida corporation

    


    By:__________________________________________2

    Gerry
McClinton, Chief Operating Officer

    


    ATTEST:

    


    By:_______________________________________

    Jill Mohler, Secretary

    Date:
July 11,
2008                                                                                                SEAL

    


    


    


    AGREED
AND ACCEPTED BY:

    


    __________________________________________

    Jeffrey
Postal, Holder

    


     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
A:  WARRANT FOR 4,000,000 RESTRICTED SHARES OF COMMON
STOCK

    ATTACHED.

    


    WARRANT

    HOLDER:  JEFFREY
POSTAL

    July
11, 2008

    


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF.

    NO
SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
THE

    COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933.

    


    RESTRICTED
STOCK PURCHASE WARRANT

    To
Purchase Restricted Shares of CHDT Corporation Common Stock

    


     THIS
CERTIFIES that JEFFREY POSTAL, a natural person and director of the Issuer, and
his assignees and successors, located at Parkland, FL, (collectively, the
"Holder") is entitled, upon the terms and subject to the conditions hereinafter
set forth, at any time on or after the date of this Warrant and on or prior to
July 11, 2013, but not thereafter, to subscribe for and purchase FOUR
MILLION (4,000,000) whole shares of the Company's Common Stock, $0.0001 par
value per share (the "Shares") at a purchase price per share of $0.025 (the
"Exercise Price").  The Shares are “restricted securities” under Rule
144 as promulgated under the Securities Act of 1933, as amended (“Securities
Act”).

    


      1.
Exercise of Warrant.

                      (a)
The purchase rights represented by this Warrant are exercisable by the Holder,
in whole or in part, at any time after 9:00 a.m., local Miami time, on July 11,
2008, the date of this Warrant, and before 4:30 p.m., local Miami time, on July
11, 2013, by the surrender of this Warrant and the Notice of Exercise annexed
hereto (and duly executed by Holder) at the office of the Company, in Deerfield
Beach, Florida  (or such other office of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company), and upon payment of the Exercise Price
of the Shares thereby purchased (by cash or by check or bank draft payable to
the order of the Company in an amount equal to the aggregate Exercise Price of
the Shares thereby purchased); whereupon the Holder shall be entitled to receive
a certificate for the number of Shares so purchased. The Company agrees that if
at the time of the surrender of this Warrant and purchase of the Shares, the
Holder shall be entitled to exercise this Warrant, the Shares so purchased shall
be and be deemed to be issued to such Holder as the record owner of such Shares
as of the close of business on the date on which this Warrant shall have been
exercised as aforesaid.

    


             (b)
Certificates for Shares purchased hereunder shall be delivered to the Holder
within fifteen (15) business days after the date on which this Warrant shall
have been exercised as aforesaid.  For purposes of this Warrant,
“business day” shall mean any weekday, Monday through Friday, that the banks
located in Miami, Florida are open for business.

    


             (c)
The Company covenants that all Shares which may be issued upon the exercise of
rights represented by this Warrant will, upon exercise of the rights represented
by this Warrant, be fully paid and non-assessable and free from all taxes, liens
and charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).  The Shares
shall be “restricted securities” as defined in Rule 144 of the Securities Act of
1933, as amended, and may not be freely transferred, sold, or disposed of, or
pledged, hypothecated or encumbered without registration of the Shares under the
Securities Act and similar state securities laws, or by obtaining an exemption
under federal and state securities laws from such a registration.

    


    2. No
Fractional Shares or Scrip. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Share called for upon the exercise of this Warrant,
an amount equal to such fraction multiplied by the then current price at which
each Share may be purchased hereunder shall be paid in cash to the
Holder.

    


    3.
Charges, Taxes and Expenses. Issuance of certificates for Shares upon the
exercise of this Warrant shall be made without charge to the holder hereof for
any issue or transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the
Holder.

    


    4. No
Rights as Shareholders. This Warrant does not entitle the Holder to any voting
rights or other rights as a shareholder of the Company prior to the exercise of
the Warrant and purchase of the underlying Shares.

    


    5. Loss,
Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to it, and upon reimbursement to
the Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of this Warrant, if mutilated, the Company will make and
deliver a new Warrant of like tenor and dated as of such cancellation, in lieu
of this Warrant.

    


    6.
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall be
a Saturday or a Sunday or shall be a legal holiday (as observed by the State of
Florida) in Miami, Florida, then such action may be taken or such right may be
exercised on the next succeeding business day not a legal holiday.

    


     7.
Automatic Exercise and Dilution.

            (a)
Automatic Exercise on Merger, etc. If at any time the Company proposes (A) the
acquisition of the Company by another entity by means of any transaction or
series of related transactions (including, without limitation, any
reorganization, merger, consolidation or stock issuance) that results in the
transfer of fifty percent (50%) or more of the then outstanding voting power of
the Company; or (B) a sale of all or substantially all of the assets of the
Company, then the Company shall give the Holder ten (10) days notice of the
proposed effective date of such a transaction. If, in the case of an acquisition
of the Company by an entity that has its securities publicly traded on a
national securities exchange or NASDAQ or OTC Bulletin Board, the Warrant has
not been exercised by the effective date of the transaction, the Warrant shall
be automatically exercised on any business day thereafter that is selected by
the Holder and is within 90 days of such effective date of the
transaction.

           (b)
Reclassification, etc. If the Company at any time shall, by subdivision,
combination or reclassification of securities or otherwise, change any of the
securities to which purchase rights under this Warrant exist  into the
same or a different number of securities of any class or classes, this Warrant
shall thereafter be to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities which
were subject to the purchase rights under this Warrant immediately prior to such
subdivision, combination, reclassification or other change. If the Shares are
subdivided or combined into a greater or smaller number of Shares, the Exercise
Price under this Warrant shall be proportionately reduced in case of subdivision
of shares or proportionately increased in the case of combination of shares, in
both cases by the ratio which the total number of Shares to be outstanding
immediately after such event bears to the total number of Shares outstanding
immediately prior to such event.

    (c) Cash
Distributions. No adjustment on account of cash dividends or interest on the
Shares or other securities purchasable hereunder will be made to the Exercise
Price under this Warrant.

    


     8.
Miscellaneous.

                      (a)
Issue Date. The provisions of this Warrant shall be construed and shall be given
effect in all respect as if it had been issued and delivered by the Company on
July 11, 2008. This Warrant shall be binding upon any successors or assigns of
the Company. This Warrant shall constitute a contract under the laws of the
State of Florida and for all purposes shall be construed in accordance with and
governed by the laws of said state.

    


    (b)
Restrictions. The Holder acknowledges that the Shares acquired upon the exercise
of this Warrant have restrictions upon its their resale, transfer, pledging or
encumbrance imposed by state and federal securities laws.

    


    (c)
Waivers and Amendments. This Warrant and any provisions hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.

    


    (d)
Assignment and Transferability. This Warrant may be assigned or transferred by
the Holder only with the prior written approval of the Company; provided,
however, that no such approval of the Company shall be necessary for an
assignment or transfer by a Holder to a fund, partnership, limited liability
company or other entity that is affiliated with such transferring Holder or to a
successor in interest to the Holder; provided, however, that, the transferee
agrees in writing to be subject to the terms hereof to the same extent as if he,
she or it were an original Holder hereunder.

    


    (e) Accredited
Investor.  The Holder hereby represents to the Company that it, he or
she is an “Accredited Investor” (as defined in Rule 501(a) under Regulation D,
as promulgated under the Securities Act of 1933, as amended) (and holds such
status either individually or jointly with her or his
spouse).   Further, the Holder represents to the Company that the
Holder is acquiring this Stock Purchase Warrant and the Shares that are acquired
upon the exercise of this Stock Purchase Warrant solely for the Holder’s
investment account and not with any intent to resell or distribute said
securities to others.

    


    (f)
Reasonable Time.  The Holder has had reasonable time for the Holder
and its professional advisors to ask questions about the business, financial and
business development of the Company and to review any and all financial
statements of the Company prior to the acceptance of this Warrant by the
Holder.

    


    (g) Questionnaire.  The
Holder is an “accredited investor” under Rule 501 of Regulation D as promulgated
under the Securities Act.  The Warrant is issued as an equity kicker
for a loan of $1 million to the Company.

    


    (h)       Additional
Acts.   The parties agree that they will take all actions and
execute all instruments and documents reasonably necessary for the issuance of
this Warrant and the issuance of any Shares to fully comply with applicable
federal and state securities laws and regulations.

    


    IN
WITNESS WHEREOF, CHDT CORPORATION has caused this Stock Purchase Warrant to be
executed by its officers thereunto duly authorized.

    Dated:   July
11, 2008

    


    CHDT
CORP.

    350 Jim
Moran Blvd., Suite 120

    Deerfield
Beach, Florida 33442

    (954) 252
3440

    


    By:
_____________________________________________________

    


     Gerry McClinton, Chief Operating
Officer

    


    Date:    July
16, 2008