schedule13da4011608ex10-1.htm


    
      

      

    

     

    Exhibit
      10.

    EXCHANGE
      AGREEMENT

    


    This
      Exchange Agreement, dated January 11, 2008, is made by Howard Ullman, a natural
      person, (“Shareholder”) and CHDT Corporation, a Florida corporation,
      (“CHDT”).  CHDT and Shareholder may hereinafter also be referred to
      individually as a “party” and collectively as the “parties.”

    


    For
      good
      and valuable consideration, the sufficiency of which is hereby acknowledged
      by
      each party, the parties agree as follows:

    


    


    
      	
            	
              1.

            	
              Exchange.
                Subject to the terms and conditions of this Agreement, CHDT hereby
                agrees
                to issue 750,075 shares of Series B Convertible Preferred Stock,
                $0.10 par
                value, (“Preferred Stock”) to Shareholder in exchange for 50,000,000
                shares of CHDT Common Stock, $0.0001 par value, beneficially owned
                by the
                Shareholder and the Shareholder hereby agrees to said
                exchange.   The foregoing securities exchange shall
                hereinafter be referred to as the “Exchange.”  The Exchange
                shall be consummated at a closing to occur at CHDT executive offices
                on or
                before January 24th
                ,
                2008.  CHDT shall pay any transfer fees applicable to the
                Exchange.

            
	
            	
              2.

            	
              Conversion.
                The parties agree that the shares of Preferred Stock shall be convertible
                into 45,000,000 shares of Common Stock upon demand of the Shareholder,
                which demand shall not be made prior to January 11,
                2009.

            
	
            	
              3.

            	
              Consideration.
                The consideration for the Exchange is the issuance of the Preferred
                Stock
                issued to the Shareholder in the Exchange as well as the benefit
                derived
                by the Shareholder, as the principal equity owner of CHDT, in providing
                the shares of Common Stock to CHDT.

            
	
            	
              4.

            	
              Restricted
                Securities. The parties agree and understand that the shares of Common
                Stock and shares of Preferred Stock issued in the Exchange shall
                be
                “restricted securities” under Rule 144 of the Securities Act of 1933, as
                amended.

            
	
            	
              5.

            	
              Conditions.
                The Exchange has been or must be approved by the independent directors
                of
                CHDT prior to the consummation of the Exchange. If the independent
                directors of CHDT do not approve the Exchange by a majority vote,
                each
                such director having one vote, then the parties agree to terminate
                the
                Exchange prior to consummation and to terminate this Agreement without
                any
                liability whatsoever attaching to either party.

            
	
            	
              6.

            	
              Indemnification.
                Except when prohibited by applicable laws or public policy, each
                party
                agrees to indemnify the other party for any and all damages, judgments,
                awards, sanctions, penalties, fines, costs (including reasonable
                attorneys’ fees), losses of any kind whatsoever, interest and other
                liabilities of any kind whatsoever resulting from or arising from
                the
                Exchange or this Agreement.

            
	
            	
              7.

            	
              Entire
                Agreement. This Agreement is the entire agreement of the parties
                in
                respect of the Exchange and this Agreement may only be amended or
                changed
                by a writing signed by all of the parties.

            
	
            	
              8.

            	
              Counterparts.
                This Agreement shall be signed in multiple counterparts, each one
                being
                the same agreement and instrument.

            
	
            	
              9.

            	
              Survival.
                If any provision of this Agreement is determined to be illegal,
                unenforceable or invalid by a court, then the remaining provisions
                shall
                constitute the entire agreement of the parties.

            
	
            	
              10.

            	
              Mandatory
                Arbitration. Any dispute, claim or controversy arising out of or
                relating
                to the Exchange, this Agreement or the breach, termination, enforcement,
                interpretation or validity thereof, including the determination of
                the
                scope or applicability of this agreement to arbitrate, shall be determined
                by arbitration in Miami, Florida before one arbitrator. At the option
                of
                the first to commence an arbitration, the arbitration shall be
                administered either by JAMS pursuant to its Streamlined Arbitration
                Rules
                and Procedures (or such other applicable rules if the Streamlined
                Arbitration Rules and Procedures are not appropriate). Judgment on
                the
                Award may be entered in any court having jurisdiction. This Section
                10
                shall not preclude parties from seeking provisional remedies in aid
                of
                arbitration from a court of appropriate jurisdiction. The arbitrator
                may,
                in the award, allocate all or part of the costs of the arbitration,
                including the fees of the arbitrator and the reasonable attorneys’ fees of
                the prevailing party.

            
	
            	
              11.

            	
              Governing
                Law. This Agreement shall be governed by and construed in accordance
                with
                the laws of the State of Florida, without reference to any choice
                of law
                or conflict of law doctrines of that
                state.

            


    

    


    


    AGREED
      AND ACCEPTED BY:

    


    


    CHDT
      CORP., a Florida corporation

    


    By:____/s/_Gerry
      McClinton_________________

    Gerry
      McClinton, Chief Operating Officer

    


    HOWARD
      ULLMAN

    


    _____/s/
      Howard
      Ullman_______________________________________________

     

     

    
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