Exhibit 10.2


    
      

      

    

    Exhibit
      10.2

    


     

    STOCK
      PURCHASE AGREEMENT

     

    This
      STOCK PURCHASE AGREEMENT ("Agreement")
      is by
      and between Xedar Corporation, a Colorado corporation (the "Company")
      and
      Underwood Family Partners, Ltd., a Colorado limited partnership, Battersea
      Capital, Inc., a California corporation, and Kanouff, LLC, a Colorado limited
      liability company (collectively referred to herein as the "Purchaser"
      unless
      the context indicates otherwise).

     

    
      	
              1.

            	
              Description
                of Transaction; Sale and Purchase of
                Stock

            


    

     

    Subject
      to the terms and conditions of this Agreement, on the Purchase Date (as defined
      below) the Company will sell and issue to Purchaser, and Purchaser agrees to
      purchase from the Company, 15,000,000 shares of the no par value common stock
      of
      the Company (“Company
      Shares”)
      for a
      total purchase price of $15,000 (“Purchase
      Price”).
      When
      used herein, the term "Restricted
      Stock"
      refers
      to the Company Shares and to all securities received in replacement of or in
      connection with the Company Shares pursuant to stock dividends or splits, all
      securities received in replacement of the Company Shares in a recapitalization,
      merger, reorganization, exchange or the like, and all new, substituted or
      additional securities or other properties to which Purchaser is entitled by
      reason of Purchaser's ownership of the Restricted Stock.

     

    
      	
              2.

            	
              Purchase
                Date

            


    

     

    The
      purchase and sale of the Restricted Stock under this Agreement shall occur
      on
      December 29, 2006 (“Purchase
      Date”)
      at
      such location as is mutually agreed upon by the parties to this Agreement.
      Promptly after the Purchase Date, the Company will deliver, or will cause the
      Company’s transfer agent to deliver, to each Purchaser certificates representing
      the Restricted Stock purchased by each Purchaser issued as follows:

     

     

    Purchaser
       Company
      Shares Purchase
      Price 

     

    
      
        	
                 

                           
                  Purchaser  

              	
                 

                Company
                  Shares 

              	
                 

                Purchase
                  Price 

              
	
                 

                Underwood
                  Family Partners, Ltd. 

              	
                 

                450,000
                  shares 

              	
                 

                $4,500

              
	
                 

                Battersea
                  Capital, Inc.   

              	
                 

                450,000
                  shares 

              	
                 

                $4,500

              
	
                 

                Kanouff,
                  LLC    

              	
                 

                600,000
                  shares 

              	
                 

                $6,000

              


      

    

     

    3. Payment
      of the Purchase Price

     

    The
      Purchase Price for the Restricted Stock purchased by each Purchaser under this
      Agreement shall be payable by each Purchaser to the Company with a check from
      each Purchaser made payable to the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	
              4.

            	
              Registration
                Rights

            


    

     

    The
      Company covenants and agrees with the Purchaser as follows:

     

    
      	 	
              4.1

            	
              Definitions

            


    

     

    For
      purposes of this Agreement: 

     

    (a) The
      term
      "Act" means the Securities Act of 1933, as amended.

     

    (b) The
      term
      "Holder" means any person owning or having the right to acquire Registrable
      Securities or any assignee thereof in accordance with Section 4.8
      hereof

     

    (c) The
      term
      "1934 Act" means the Securities Exchange Act of 1934, as amended.

     

    (d) The
      term
      "register," "registered," and "registration" refer to a registration effected
      by
      preparing and filing a registration statement or similar document in compliance
      with the Act, and the declaration or ordering of effectiveness of such
      registration statement or document.

     

    (e) The
      term
      "Registrable Securities" means (i) the Restricted Stock issued or issuable
      pursuant to the terms of this Agreement and (ii) any shares of the Company
      issued as (or issuable upon the conversion or exercise of any warrant, right
      or
      other security that is issued as) a dividend or other distribution with respect
      to, or in exchange for, or in replacement of, the Restricted Stock referenced
      in
      (i) above.

     

    (f) The
      number of shares of Registrable Securities outstanding shall be determined
      by
      the number of Registrable Shares outstanding that are, and the number of
      Registrable Shares issuable pursuant to then exercisable or convertible
      securities that are, Registrable Securities.

     

    (g) The
      term
      "SEC" shall mean the U.S. Securities and Exchange Commission.

     

    
      	 	
              4.2

            	
              Registration

            


    

     

    (a)
      Within ninety (90) days of the Purchase Date, the Company shall (i) use all
      reasonable efforts to prepare and file a registration statement under the Act
      with the SEC covering the Registrable Securities, and (ii) use all reasonable
      efforts to cause such registration statement to become effective within one
      hundred and eighty (180) days of the Purchase Date.


    
      
        
        

      

      
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    (b)
      The
      Company shall not be required to file a registration statement pursuant to
      this
      Section 4.2 if the Company shall furnish to Holders a certificate signed by
      the Company’s Chief Executive Officer or Chairman of the Board stating that in
      the good faith judgment of the Board of Directors of the Company, it would
      be
      seriously detrimental to the Company and its stockholders for such registration
      statement to be filed at such time, in which event the Company shall have the
      right to defer such filing for a period of not more than thirty (30) days after
      delivery of the certificate.

     

    
      	 	
              4.3

            	
              Obligations
                of the
                Company

            


    

     

    Whenever
      required under this Section 4 to effect the registration of any Registrable
      Securities, the Company shall, as expeditiously as reasonably
      possible:

     

    (a) prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use all reasonable efforts to cause such registration statement
      to become effective, and keep such registration statement effective for a period
      of three hundred sixty five (365) days or, if earlier, until the distribution
      contemplated in the Registration Statement has been completed;

     

    (b) prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of all securities covered by such registration
      statement;

     

    (c) furnish
      to the Holders such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Act, and such other
      documents as they may reasonably request in order to facilitate the disposition
      of Registrable Securities owned by them;

     

    (d) use
      all
      reasonable efforts to register and qualify the securities covered by such
      registration statement under such other securities or Blue Sky laws of such
      jurisdictions as shall be reasonably requested by the Holders, provided that
      the
      Company shall not be required in connection therewith or as a condition thereto
      to qualify to do business or to file a general consent to service of process
      in
      any such states or jurisdictions;

     

    (e) in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering;

     

    (f) notify
      each Holder of Registrable Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Act or the happening of any event as a result of which the prospectus
      included in such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing;
      and


    
      
        
        

      

      
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    (g) cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed.

     

    
      	 	
              4.4

            	
              Information
                from Holder

            


    

     

    It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Section 4 with respect to the Registrable Securities of any
      selling Holder, that such Holder shall furnish to the Company such information
      regarding itself, the Registrable Securities held by it, and the intended method
      of disposition of such securities as shall be required to effect the
      registration of such Holder's Registrable Securities.

     

    
      	 	
              4.5

            	
              Expenses
                of Registration

            


    

     

    All
      expenses other than underwriting discounts and commissions incurred in
      connection with registrations, filings or qualifications pursuant to this
      Section 4, including (without limitation) all registration, filing and
      qualification fees, printers' and accounting fees, fees and disbursements of
      counsel for the Company and the reasonable fees and disbursements of one counsel
      for the selling Holders shall be borne by the Company. 

     

    
      	 	
              4.6

            	
              Delay
                of Registration

            


    

     

    The
      Company and each Holder shall not have any right to obtain or seek an injunction
      restraining or otherwise delaying any such registration as the result of any
      controversy that might arise with respect to the interpretation or
      implementation of this Section 4.

     

    
      	 	
              4.7

            	
              Indemnification

            


    

     

    In
      the
      event any Registrable Securities are included in a registration statement under
      this Section 4:

     

     


    
      
        
        

      

      
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      (a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners or officers, directors and shareholders of each Holder,
      legal counsel and accountants for each Holder, any underwriter (as defined
      in
      the Act) for such Holder
      and each person, if any, who controls such Holder or underwriter within the
      meaning of the Act or the 1934 Act, against any losses, claims, damages or
      liabilities (joint or several) to which they may become subject under the Act,
      the 1934 Act or any state securities laws, insofar as such losses, claims,
      damages, or liabilities (or actions in respect thereof) arise out of or are
      based upon any of the following statements, omissions or violations
      (collectively a "Violation"): (i) any untrue statement or alleged untrue
      statement of a material fact contained in such registration statement, including
      any preliminary prospectus or final prospectus contained therein or any
      amendments or supplements thereto, (ii) the omission or alleged omission to
      state therein a material fact required to be stated therein, or necessary to
      make the statements therein not misleading, or (iii) any violation or
      alleged violation by the Company of the Act, the 1934 Act, any state securities
      laws or any rule or regulation promulgated under the Act, the 1934 Act or
      any state securities laws; and the Company will reimburse each such Holder,
      underwriter or controlling person for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the indemnity
      agreement contained in this Section 4.7(a) shall not apply to amounts paid
      in
      settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld), nor shall the Company be liable in any such
      case
      for any such loss, claim, damage, liability or action to the extent that it
      arises out of or is based upon a Violation that occurs in reliance upon and
      in
      conformity with written information furnished expressly for use in connection
      with such registration by any such Holder, underwriter or controlling person;
      provided further, however, that the foregoing indemnity agreement with respect
      to any preliminary prospectus shall not inure to the benefit of any Holder
      or
      underwriter, or any person controlling such Holder or underwriter, from whom
      the
      person asserting any such losses, claims, damages or liabilities purchased
      shares in the offering, if a copy of the prospectus (as then amended or
      supplemented if the Company shall have furnished any amendments or supplements
      thereto) was not sent or given by or on behalf of such Holder or underwriter
      to
      such person, if required by law so to have been delivered, at or prior to the
      written confirmation of the sale of the shares to such person, and if the
      prospectus (as so amended or supplemented) would have cured the defect giving
      rise to such loss, claim, damage or liability.

     

    (b) To
      the
      extent permitted by law, each selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers who has signed the
      registration statement, each person, if any, who controls the Company within
      the
      meaning of the Act, legal counsel and accountants for the Company, any
      underwriter, any other Holder selling securities in such registration statement
      and any controlling person of any such underwriter or other Holder, against
      any
      losses, claims, damages or liabilities (joint or several) to which any of the
      foregoing persons may become subject, under the Act, the 1934 Act or any state
      securities laws, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereto) arise out of or are based upon any Violation, in
      each case to the extent (and only to the extent) that such Violation occurs
      in
      reliance upon and in conformity with written information furnished by such
      Holder expressly for use in connection with such registration; and each such
      Holder will reimburse any person intended to be indemnified pursuant to this
      Section 4.7(b), for any legal or other expenses reasonably incurred by such
      person in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided, however, that the indemnity agreement
      contained in this Section 4.7(b) shall not apply to amounts paid in settlement
      of any such loss, claim, damage, liability or action if such settlement is
      effected without the consent of the Holder (which consent shall not be
      unreasonably withheld), provided that in no event shall any indemnity under
      this
      Section 4.7(b) exceed the gross proceeds from the offering received by such
      Holder.

     

    
      
        
        

      

      
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      (c) Promptly
        after receipt by an indemnified party under this Section 4.7 of notice of
        the
        commencement of any action (including any governmental action), such indemnified
        party will, if a claim in respect thereof is to be made against any indemnifying
        party under this Section 4.7, deliver to the indemnifying party a
        written
        notice of the commencement thereof and the indemnifying party shall have
        the
        right to participate in, and, to the extent the indemnifying party so desires,
        jointly with any other indemnifying party similarly noticed, to assume the
        defense thereof with counsel mutually satisfactory to the parties; provided,
        however, that an indemnified party (together with all other indemnified parties
        that may be represented without conflict by one counsel) shall have the right
        to
        retain one separate counsel, with the fees and expenses to be paid by the
        indemnifying party, if representation of such indemnified party by the counsel
        retained by the indemnifying party would be inappropriate due to actual or
        potential differing interests between such indemnified party and any other
        party
        represented by such counsel in such proceeding. The failure to deliver written
        notice to the indemnifying party within a reasonable time of the commencement
        of
        any such action, if prejudicial to its ability to defend such action, shall
        relieve such indemnifying party of any liability to the indemnified party
        under
        this Section 4.7, but the omission so to deliver written notice to the
        indemnifying party will not relieve it of any liability that it may have
        to any
        indemnified party otherwise than under this Section 4.7.

    

     

    (d) If
      the
      indemnification provided for in this Section 4.7 is held by a court of competent
      jurisdiction to be unavailable to an indemnified party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the indemnifying
      party, in lieu of indemnifying such indemnified party hereunder, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the indemnifying party on the
      one
      hand and of the indemnified party on the other in connection with the statements
      or omissions that resulted in such loss, liability, claim, damage or expense,
      as
      well as any other relevant equitable considerations. The relative fault of
      the
      indemnifying party and of the indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission to state a material fact relates to information
      supplied by the indemnifying party or by the indemnified party and the parties'
      relative intent, knowledge, access to information, and opportunity to correct
      or
      prevent such statement or omission.

     

    (e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

     

    (f) Notwithstanding
      the foregoing, no person or entity guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Act) shall be entitled to
      contribution from any person or entity who was not guilty of such fraudulent
      misrepresentation.

     

    (g) The
      obligations of the Company and Holders under this Section 4.7 shall survive
      the
      completion of any offering of Registrable Securities in a registration statement
      under this Section 4, and otherwise.


    
      
        
        

      

      
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    4.8 Assignment
      of Registration Rights

     

    The
      rights of the Holders of the Registrable Securities pursuant to this Section
      4
      may be assigned (but only with all related obligations) by a Holder to a
      transferee or assignee of such securities, subject to applicable securities
      laws, provided that: i) the Company is, within a reasonable time after such
      transfer, furnished with written notice of the name and address of such
      transferee or assignee and the Registrable Securities with respect to which
      such
      registration rights have been assigned, (ii) such transferee or assignee agrees
      in writing to be bound by and subject to the terms and conditions of this
      Agreement, and (iii) such assignment shall be effective only if such transfer
      complies with applicable terms of the Act.

     

    
      	
              5.

            	
              Representations
                of the Purchaser

            


    

     

    In
      connection with the purchase of the Restricted Stock, each Purchaser represents
      and warrants to the Company the following:

     

    5.1 Purchaser
      is familiar with the term "accredited investor" and its use in connection with
      private placements of securities under applicable U.S. federal and state laws.
      Purchaser represents and warrants that Purchaser is an accredited investor
      as
      such term is defined in Rule 501(a) promulgated under the Act.


     

    5.2 Purchaser
      (i) is aware of the Company’s business affairs and financial condition, has
      reviewed the most recent current, quarterly, and annual reports of the Company
      filed with the SEC pursuant to the requirements of the 1934 Act; and (ii) has
      acquired sufficient information about the Company to reach an informed and
      knowledgeable decision to acquire the Restricted Stock. Purchaser has such
      knowledge and experience in financial and business matters as to make Purchaser
      capable of utilizing said information to evaluate the risks of the prospective
      investment and to make an informed investment decision. Purchaser has been
      furnished with all information which Purchaser deems necessary to evaluate
      the
      merits and risks of the purchase of the Restricted Stock, and Purchaser has
      had
      the opportunity to ask questions and receive answers concerning the Restricted
      Stock and the Company, and to obtain any additional information concerning
      the
      Restricted Stock and the Company necessary to verify the accuracy of the
      information furnished or made available to Purchaser in connection herewith.
      Purchaser is able to bear the economic risk of Purchaser's investment in the
      Restricted Stock. Purchaser is purchasing the Restricted Stock for investment
      for his or her own account only and not with a view to, or for resale in
      connection with, any "distribution" thereof within the meaning of the
      Act.

     

    5.3 Purchaser
      understands that the Restricted Stock has not been registered under the Act
      by
      reason of a specific exemption therefrom, which exemption depends upon, among
      other things, the bona fide nature of Purchaser's investment intent as expressed
      herein.

     

    5.4 Purchaser
      understands that the Restricted Stock is a "restricted security" under
      applicable U.S. federal and state securities laws and that, pursuant to
      these laws, Purchaser must hold the Restricted Stock indefinitely unless the
      Restricted Stock is registered with the


    
      
        
        

      

      
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    SEC
      and
      qualified by state authorities or an exemption from such registration and
      qualification requirements is available. Purchaser acknowledges that, except
      as
      specified in Section 4 hereof, the Company has no obligation to register or
      qualify the Restricted Stock for resale. Purchaser further acknowledges that
      if
      an exemption from registration or qualification is available, it may be
      conditioned on various requirements including, but not limited to, the time
      and
      manner of sale, the holding period for the Restricted Stock, and requirements
      relating to the Company which are outside of the Purchaser's control and which
      the Company is under no obligation to, and may not be able to,
      satisfy.

     

    5.5 Purchaser
      understands that Purchaser may suffer adverse tax consequences as a result
      of
      Purchaser's purchase or disposition of the Restricted Stock. Purchaser
      represents that Purchaser has consulted any tax consultants Purchaser deems
      advisable in connection with the purchase or disposition of the Restricted
      Stock
      and that Purchaser is not relying on the Company for any tax
      advice.

     

    5.6 Purchaser
      has the full legal right, power and authority to enter into and perform this
      Agreement. This Agreement constitutes the Purchaser's valid and binding
      obligation, enforceable against the Purchaser in accordance with its
      terms.

     

    6.
      Lockup;
      Restrictive Legends; Stop-Transfer Orders

     

    6.1 Lockup
      Agreement

     

    The
      Purchaser and the Company agree that some of the Restricted Stock being
      purchased hereunder by each Purchaser shall be subject to the “Lockup
      Agreement”
      set
      forth in this Section 6.1. The Company and the Purchaser agree that 195,000
      shares of Restricted Stock being purchased by Underwood Family Partners, Ltd.
      hereunder, 405,000 shares of Restricted Stock being purchased Battersea Capital,
      Inc. hereunder, and 600,000 shares of Restricted Stock being purchased by
      Kanouff, LLC shall be subject to the Lockup Agreement set forth in this Section
      6.1., which shares will be referred to herein as each Purchaser’s “Lockup
      Shares.”
Each
      Purchaser hereby agrees that it will not, without the prior written consent
      of
      the Company (which consent may be withheld at the sole discretion of the
      Company), during the period commencing on the Purchase Date and ending three
      hundred sixty five (365) days thereafter (“Lockup
      Period”):
      (i)
      offer, pledge, sell, contract to sell, sell any option or contract to purchase,
      purchase any option or contract to sell, grant any option, right or warrant
      to
      purchase, or otherwise transfer or dispose of, directly or indirectly, any
      of
      its Lockup Shares or any securities convertible into or exercisable or
      exchangeable for any of its Lockup Shares; or (ii) enter into any swap or other
      arrangement that transfers to another, in whole or in part, any of the economic
      consequences of ownership of its Lockup Shares, whether or not any such
      transaction described in clause (i) or (ii) above is to be settled by delivery
      of its Lockup Shares, in cash or otherwise. 


    
      
        
        

      

      
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    6.2      
      Legends

     

    The
      certificate or certificates representing the Restricted Shares which are not
      subject to the Lockup Agreement shall only bear the first legend set forth
      below
      in this Section 6.2, and any legends required by applicable state securities
      laws; and the certificates representing the Restricted Shares which are also
      Lockup Shares shall also bear the second legend set forth below in this Section
      6.2:

     

    "THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
      UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION
      REQUIREMENTS."

     

    “THE
      SECURITIES EVIDENCED HEREBY ARE SUBJECT TO A LOCKUP AGREEMENT CONTAINING
      RESTRICTIONS ON SALE AND TRANSFER. THE SECURITIES EVIDENCED HEREBY MAY NOT
      BE
      TRANSFERRED, EXCEPT IN ACCORDANCE WITH AND SUBJECT TO SUCH RESTRICTIONS ON
      SALE
      AND TRANSFER. NO TRANSFER MADE IN VIOLATION OF SUCH RESTRICTIONS SHALL BE
      VALID”

     

    
      	 	
              6.3

            	
              Stop-Transfer
                Notices

            


    

     

    Purchaser
      agrees that, in order to ensure compliance with the restrictions referred to
      herein, the Company may issue appropriate "stop transfer" instructions to its
      transfer agent, if any, and that, if the Company records transfer of its own
      securities, it may make appropriate notations to the same effect in its own
      records.

     

    
      	 	
              6.4

            	
              Refusal
                to Transfer

            


    

     

    The
      Company shall not be required (i) to transfer on its books any Restricted
      Shares that have been sold or otherwise transferred in violation of any of
      the
      provisions of this Agreement or (ii) to treat as owner of such Restricted
      Shares, or to accord the right to vote or pay dividends, to any purchaser or
      other transferee to whom such Restricted Shares shall have been so
      transferred.

     

    
      	
              7.

            	
              Miscellaneous

            


    

     

    
      	 	
              7.1

            	
              Governing
                Law; Jurisdiction and
                Venue

            


    

     

    This
      Agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the state of Colorado without giving effect
      to
      principles of conflicts of law. 


    
      
        
        

      

      
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    The
      parties irrevocably consent to the jurisdiction and venue of the state and
      federal courts located in the city and county of Denver, Colorado, in connection
      with any action relating to this Agreement.

     

    
      	 	
              7.2

            	
              Entire
                Agreement; Enforcement of
                Rights

            


    

     

    This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter herein and merges all prior discussions between
      them. No modification of or amendment to this Agreement, nor any waiver of
      any
      rights under this Agreement, shall be effective unless in writing signed by
      the
      parties to this Agreement. The failure by either party to enforce any rights
      under this Agreement shall not be construed as a waiver of any rights of such
      party.

     

    
      	 	
              7.3

            	
              Severability

            


    

     

    If
      one or
      more provisions of this Agreement are held to be unenforceable under applicable
      law, such provision shall be excluded from this Agreement and the balance of
      the
      Agreement shall be interpreted as if such provision were so excluded and shall
      be enforceable in accordance with its terms.

     

    
      	 	
              7.4

            	
              Titles;
                Construction

            


    

     

    The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this Agreement. This
      Agreement is the result of negotiations between and has been reviewed by each
      of
      the parties hereto and their respective counsel, if any; accordingly, this
      Agreement shall be deemed to be the product of all of the parties hereto, and
      no
      ambiguity shall be construed in favor of or against any one of the parties
      hereto on account of the identity of the drafter.

     

    
      	 	
              7.5

            	
              Notices

            


    

     

    Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given (i) upon personal
      delivery to the party to be notified, (ii) one business day after deposit with
      a
      nationally recognized overnight courier service, prepaid for overnight delivery
      and addressed to the party to be notified at the address indicated for such
      party on the signature page hereto or at such other address as such party may
      designate pursuant to the notice provisions of this Section 7.5, or (iii) three
      days after deposit with the U.S. Postal Service, postage prepaid, registered
      or
      certified with return receipt requested and addressed to the party to be
      notified at the address indicated for such party on the signature page hereto
      or
      at such other address as such party may designate pursuant to the notice
      provisions of this Section 7.5.


    
      
        
        

      

      
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    7.6 Counterparts

     

    This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which shall constitute one
      instrument.

     

    
      	 	
              7.7

            	
              Successors
                and Assigns

            


    

     

    The
      rights and benefits of this Agreement shall inure to the benefit of, shall
      be
      binding upon, and be enforceable by and against the Company and the Company’s
      successors and assigns. The term “successor” shall include, but not be limited
      to, any person, including an entity, which acquires or consolidates with the
      Company or a successor of the Company or acquires the business of the Company
      or
      a successor of the Company in any transaction, including a reorganization
      transaction, or in a series of transactions or reorganization transactions.
      The
      rights and obligations of Purchaser under this Agreement may only be assigned
      with the prior written consent of the Company or as provided in this
      Agreement.

     

    
      	 	
              7.8

            	
              Expenses

            


    

     

    If
      any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys'
      fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, intending
      to
      be legally bound, as of the date first set forth above:

     

     

    


    XEDAR
      CORPORATION (“Company”)

    


    By: /s/
      Ernest Mathis, Jr.   

    Ernest
      Mathis, Jr., President, CEO, CFO, 

    and
      Director.

    


    Address:
      2560 W Main Street, Suite 200

    


    Littleton,
      CO 80120

    


     

    



    
      
        
        

      

      
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    Underwood
      Family Partners, Ltd.

     

    Tax
      ID
      No: 84-1117551

     

    By: /s/
      L.
      Michael Underwood  

     

    L.
      Michael Underwood, General Partner

     

    


     

    Address:
      5 Eagle Pointe Lane

     

    Castle
      Rock, Colorado 80108

     

    


     

    Battersea
      Capital, Inc. 

     

    Tax
      ID
      No: 95-4575752

     

    By: /s/
      J.
      Matt Lepo   

     

    J.
      Matt
      Lepo, President

     

    


     

    Address:
      718 Lincoln Ave., #2

     

    Santa
      Monica, CA 90402

     

    


     

    


     

    Kanouff,
      LLC 

     

    Tax
      ID
      No: 84-1593195

     

    By: /s/
      John P. Kanouff   

     

    John
      P.
      Kanouff, Member/Manager

     

    


     

    Address:
      2525 E Cedar Ave

     

    Denver,
      Colorado 80209

     

    


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