lcc_ex1011-71123.htm


    EXHIBIT
      10.11


     

     

     

     

     

     

     

     

     

    ASSET
      PURCHASE AGREEMENT


     

    by
      and between

    


    VILLAGE
      BROADCASTING CORP.

    


    and

    


    THOMAS
      WERNER

    


    


    FOR
      THE SALE AND PURCHASE OF

    


    BROADCAST
      EQUIPMENT

    


    


     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ASSET
      PURCHASE AGREEMENT

    


    THIS
      ASSET PURCHASE
      AGREEMENT (“Agreement”), made and entered into as of this 12th day of
      November, 2007, by and between VILLAGE BROADCASTING COMPANY, a
      corporation organized under the laws of the State of California (“Seller”),
      and THOMAS WERNER, a resident of the State of California
      (“Buyer”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Seller
      holds certain equipment for the operation of a low-power television station;
      and

    


    WHEREAS,
      Seller
      desires to sell and/or assign, and Buyer desires to purchase and/or assume
      certain of the assets, property and business used in the operation of the
      Station; and

    


    NOW,
      THEREFORE, the
      parties, intending to be legally bound, agree as follows:

    


    SECTION
      1

    ASSETS
      TO BE SOLD

    


    1.1           On
      the Closing Date, Seller shall sell, assign, transfer, convey, set over, and
      deliver to Buyer, and Buyer shall purchase and/or accept assignment of the
      following (hereinafter collectively the “Equipment”) free and clear of any
      security interests, claims, encumbrances, liens or liabilities:

    


    1.1.4  Equipment.  All
      of the equipment used and useful in the operation of the Station.

     

    SECTION
      2

    PURCHASE
      PRICE

    


    2.1           Purchase
      Price.  In consideration of Seller’s
      performance of this Agreement, the Equipment shall be Eleven Thousand Five
      Hundred Dollars (US$11,500.00). Payment shall be made as
      follows:  $5,000 paid upon execution of this Agreement, and the
      remainder at closing, on or before November 30, 2007.

    


    


    SECTION
      3

    ASSUMPTIONS

    


    3.1           Liabilities.  The
      Equipment shall be sold and conveyed to Buyer free and clear of all liabilities
      (absolute or contingent), obligations, liens (including tax, mechanics’ and
      materialmen’s liens), pledges, conditional sales agreements, charges, mortgages,
      security interests, encumbrances and restrictions of any type or amount created
      or suffered by Seller prior to the Closing Date, whether existing now or in
      the
      future.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.2           Buyer’s
      Assumed Obligations.  Except as specifically assumed by
      Buyer in this Agreement, Buyer is not agreeing to, and shall not, assume any
      liability, obligation, undertaking, expense or agreement of Seller of any kind,
      absolute or contingent, known or unknown, and the execution and performance
      of
      this Agreement shall not render Buyer liable for any such liability, obligation,
      undertaking, expense or agreement.  With respect to any of Seller’s
      obligations,   following Closing, Buyer only shall be obligated
      and discharge unperformed duties of the Seller to the extent they specifically
      are assumed by Buyer, and even then, only to the extent such duties or
      obligations first accrue after the Closing Date.

    


    3.3           Seller’s
      Liability.  Seller shall remain liable
      for, and covenants to pay, satisfy, or discharge when due, all Excluded
      Obligations and all liabilities, payments, obligations, and duties under the
      Agreements or other instruments transferred or assigned to Buyer hereunder,
      accruing prior to or by reason of events occurring prior to the
      Closing.

    


    SECTION  4

    REPRESENTATIONS
      WARRANTIES AND COVENANTS OF SELLER

    


    4.1           Seller’s
      Best Knowledge.  "To the best of
      Seller's knowledge" shall mean the actual knowledge of Seller after (i) due
      inquiry of all managers, department heads or other similar employee or agent
      of
      Seller and all attorneys and accountants employed by Seller having
      responsibility for or holding a position that reasonably could be expected
      to
      involve substantial knowledge about the subject matter to which such Seller's
      Best Knowledge relates; and (ii) due examination of any documents,
      correspondence or other items contained in the files of Seller or the Station
      pertaining to such subject matter.

    


    4.2           Standing.

    


    4.2.1    Seller
      is now
      and on the Closing Date each will be a corporation validly existing and in
      good
      standing under the laws of the State of California.

    


    4.2.2    Seller
      has
      the full power and authority to enter into this Agreement and to execute all
      of
      Seller's Closing Documents that require Seller's signature. The execution,
      delivery and performance of this Agreement (as of the date of execution of
      this
      Agreement and on the Closing Date) and the Seller's Closing Documents (on the
      Closing Date) are or will be authorized by all necessary actions of the
      Seller.

    


    4.3           Binding
      Effect of Agreement.  The execution, delivery and
      performance of this Agreement (as of the date of execution of this Agreement
      and
      on the Closing Date) and the Seller’s Closing Documents (on the Closing Date)
      are or will be authorized by all necessary actions of Seller.  This
      Agreement constitutes a valid and binding obligation of Seller enforceable
      against Seller in accordance with the terms of this Agreement.  Upon
      execution, the Seller’s Closing Documents will constitute valid and binding
      obligations of Seller enforceable against Seller in accordance with their terms
      except as may be limited by laws affecting the enforcement of creditor’s rights
      or equitable principles generally.  The execution, delivery, and
      performance of this Agreement or any of the Closing Documents do not violate
      Seller’s Articles of Incorporation or By-Laws, or any provisions of any contract
      provision or other commitment to which Seller or the Station is a party or
      under
      which it or its property is bound, or any judgment or order of which Seller
      has
      received notice, and will not result in the creation or imposition of any lien,
      charge, security interest, or encumbrance of any nature whatsoever upon any
      of
      the Equipment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.4             Real
      and Tangible Personal Property.

    


    4.4.1    Equipment.  At
      Closing, the Equipment shall be transferred "as is, where is."  Seller
      shall, at Closing, give good, clear, marketable, and indefeasible title to
      all
      of the Equipment being transferred hereunder free and clear of all liens,
      charges, encumbrances, restrictions, debts, demands, or claims of any kind
      or
      nature whatsoever, “as is, where is,” with no warranties as to condition or
      operability.

    


    4.5           Litigation.

    


    4.5.1    Litigation;
      Compliance With Law.  To the best of
      Seller’s Knowledge, the Station is in compliance in all material respects with
      all applicable federal, state and local laws, ordinances and regulations,
      including compliance with the Communications Act and all rules and regulations
      issued thereunder.  Except for proceedings affecting segments of the
      broadcasting industry in general, there is no complaint, claim, litigation,
      investigation, or judicial, administrative, or other proceeding of any nature,
      including, without limitation, a grievance, arbitration, or insolvency or
      bankruptcy proceeding, pending or, to the best of Seller’s knowledge threatened
      against the Station, Seller, or any of the Equipment being sold or transferred
      to Buyer, which may (a) adversely affect the Equipment to be assigned hereunder,
      (b) restrain or enjoin the Closing or the consummation of the transactions
      contemplated hereby.  Seller will give Buyer prompt notice of its
      discovery of any such basis or the institution or the threat of any such
      litigation, investigation, or proceeding.  In addition, to Seller’s
      knoweldge, no such litigation, investigation, or proceeding has been threatened
      which would result in a material adverse effect upon the
      Station.  Seller is not in default in respect to any judgment, order,
      writ, injunction, decree, rule, or regulation of any applicable court or
      governmental body, which default could have a materially adverse effect on
      the
      Equipment.

    


    4.5.2    No
      Liabilities Attaching to Buyer.  Except
      as expressly provided in this Agreement, there are no liabilities of any kind
      or
      nature whatsoever of Seller that attach or will, after the consummation of
      the
      transaction contemplated hereby, attach to Buyer.

    


    4.6           No
      Untrue Statements or Omission.  No representation or
      warranty made by Seller in this Agreement or any Schedule, exhibit, statement,
      certificate, or other document heretofore or hereafter furnished by Seller,
      or
      on its behalf, to Buyer and pursuant to this Agreement or in connection with
      the
      transactions contemplated hereby contains or will contain any knowingly untrue
      statement or knowingly omits to state a material fact necessary to make the
      statements contained therein not misleading.  All representations and
      warranties of Seller set forth in this Agreement shall be true, complete and
      accurate in all material respects as of the Closing Date as if made on that
      date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      5

    WARRANTIES,
      REPRESENTATIONS AND COVENANTS OF BUYER

    


    Buyer
      covenants, represents, and
      warrants as follows:

    


    5.1           Organization.  Buyer
      is a resident of the State of California..

    


    5.2           Authorization
      and Binding Obligation.  Buyer has all
      necessary power and authority to enter into this Agreement and to fulfill all
      of
      Buyer’s Closing Obligations.  The execution, delivery and performance
      of this Agreement (as of the date of execution of this Agreement and on the
      Closing Date) and all of the Buyer’s Closing Obligations (on the Closing Date)
      are or will be authorized by all necessary actions of Buyer.  This
      Agreement constitutes a valid and binding obligation of Buyer enforceable
      against Buyer in accordance with the terms of this Agreement.  Upon
      execution, the execution by Buyer of the documents necessary for consummation
      of
      this transaction will constitute valid and binding obligations of Buyer,
      enforceable against Buyer in accordance with their respective
      terms.

    


    5.3           No
      Contravention.   The execution, delivery, and
      performance of this Agreement or any of the Closing Documents do not violate
      any
      commitment to which Buyer is a party or under which it or its property is bound,
      or any judgment or order except as contemplated herein.

    


    5.4           Litigation.  Except
      for administrative rule making or other proceedings of general applicability
      to
      the broadcast industry, there is no litigation, proceeding, judgment, claim,
      action, investigation or complaint threatened against or affecting it which
      would affect Buyer’s authority or ability to carry out this
      Agreement.

    


    5.5           No
      Untrue Statements or Omission.  No
      representation or warranty made by Buyer in this Agreement or any Schedule,
      exhibit, statement, certificate, or other document heretofore or hereafter
      furnished to Seller and pursuant to this Agreement or in connection with the
      transaction contemplated hereby contains or will contain any knowingly untrue
      statement or knowingly omits to state a material fact necessary to make the
      statement contained therein not misleading.  All representations and
      warranties of Buyer set forth in this Agreement shall be true, complete and
      accurate in all material respects as of the Closing Date as if made on that
      date.

    


    SECTION
      6

    CONDITIONS
      FOR CLOSING

    


    6.1           Closing.  The
      Closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place on or before November 25, 2007.

    


    6.2           Conditions
      Precedent to Obligations of Buyer.  The
      obligations of the Buyer under this Agreement are subject to the satisfaction
      of
      each of the following express conditions precedent (provided that Buyer may,
      at
      its election, waive any of such conditions on the Closing Date, notwithstanding
      that such condition is not fulfilled) on the Closing Date:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.2.1    Seller
      shall have
      delivered to Buyer the Seller’s Closing Documents as described in Section 7.1
      below.

    


    6.2.2    Each
      of the Seller’s
      representations and warranties contained in this Agreement or in any Schedule,
      certificate, or document delivered pursuant to the provisions hereof, or in
      connection with the transactions contemplated hereby, shall be true and correct
      in all material respects at and as of the Closing Date with the same force
      and
      effect as if each such representation or warranty were made at and as of such
      time, except in respect of such changes as are contemplated or permitted by
      this
      Agreement.

    


    6.2.3    Seller
      shall have
      performed and complied in all material respects with all covenants, agreements
      and obligations required by this Agreement to be performed or complied with
      by
      it prior to the Closing Date and shall be in full compliance therewith on the
      Closing Date.

    


    6.2.4    Seller
      shall have
      taken all internal and other actions necessary to consummate this
      transaction.

    


    6.3           Conditions
      Precedent to Obligations of Seller.  The
      performance of the obligations of the Seller under this Agreement is subject
      to
      the satisfaction of each of the following express conditions precedent, provided
      that Seller may, at its election, waive any of such conditions at the Closing,
      notwithstanding that such condition is not fulfilled on the Closing
      Date:

    


    6.3.1    Each
      of Buyer’s
      representations and warranties contained in this Agreement or in any certificate
      or document delivered pursuant to the provisions hereof, or in connection with
      the transactions contemplated hereby, shall be true in all material respects
      at
      and as of the Closing Date, as though each such representation or warranty
      was
      made at and as of such time, except in respect of such changes as are
      contemplated or permitted by this Agreement.

    


    6.3.2    Buyer
      shall have
      performed all of the obligations set forth in Section 2 of this Agreement
      with respect to the payment of the Purchase Price, together with all other
      covenants, agreements and obligations required by this Agreement to be performed
      or complied with by it prior to the Closing Date and shall be in full compliance
      therewith on the Closing Date.

    


    6.3.3    Buyer
      shall have agreed in form reasonably acceptable to Seller to assume all
      obligations under the Agreements to be assigned to Buyer arising on or after
      the
      Closing.

    


    6.4           Failure
      of Conditions Precedent to Obligations of
      Buyer.  In case of the failure of any of
      the conditions precedent described in Section 6.2 hereof, and if Seller, after
      application of the provisions of Section 10.3 hereof, has failed to cure same,
      Buyer shall have the right to terminate this Agreement without liability. In
      addition, if the failure of such condition precedent constitutes a material
      default by Seller, Buyer shall have the right, at its option, to exercise any
      or
      all of its rights or remedies for default provided in Section 10
      hereof.  Buyer shall not be deemed to have waived any failure by
      Seller to fulfill any of the conditions precedent described in Section 6.2
      if
      Buyer does not have actual knowledge of such failure at the time of the
      Closing.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.5           Failure
      of Conditions Precedent to Obligations of
      Seller.  In case of the failure of any
      of the conditions precedent described in Section 6.3 hereof, and if Buyer,
      after
      application of the provisions of Section 10.3 hereof, has failed to cure the
      same, Seller shall have the right to terminate this Agreement without
      liability.  In addition, if the failure of such condition precedent
      results from a material default by Buyer, Seller shall have the right, at its
      option, to exercise any or all of its rights or remedies for default provided
      in
      Section 10 hereof.  Seller shall not be deemed to have waived any
      failure by Buyer to fulfill any of the conditions precedent described in Section
      6.3 if Seller does not have actual knowledge of such failure at the time of
      the
      Closing.

    


    SECTION
      7

    OBLIGATIONS
      AT CLOSING

    


    7.1           Closing
      Documents to be Delivered by
      Seller.    At the Closing for
      the Station, Seller shall deliver to Buyer the following (“Seller’s Closing
      Documents”):

    


    7.1.1    An
      executed Bill of Sale for the Equipment.

    


    7.1.2    A
      certificate executed by an officer of Seller stating that (a) all of the
      representations and warranties of Seller set forth in this Agreement are in
      all
      material respects true, correct, and accurate as of the Closing Date, and (b)
      all covenants set forth in this Agreement to be performed by Seller on or prior
      to the Closing Date have been performed in all material respects.

    


    7.2           Closing
      Documents to be Delivered by Buyer.  At
      the Closing Buyer shall deliver to Seller the following (“Buyer’s Closing
      Obligations”):

    


    7.2.1    A
      certificate executed by Buyer stating that: (a) all of the representations
      and
      warranties of Buyer set forth in this Agreement are in all material respects
      true, correct, and accurate as of the Closing Date, and (b) all covenants set
      forth in this Agreement to be performed by Buyer on or prior to the Closing
      Date
      have been performed in all material respects.

    


    SECTION
      8

    BROKERAGE

    


    Seller
      and Buyer each represent and
      warrant to the other that it knows of no broker, finder, or intermediary who
      has
      been involved in the transactions provided for in this Agreement or who might
      be
      entitled to a fee or commission upon the consummation of such
      transactions.  Buyer and Seller hereby agree to indemnify each other
      from and against any claim of any such obligation or liability by any person,
      and any expense incurred in defending against any such claim, including
      reasonable attorneys’ fees, that shall have resulted from any conduct, activity,
      or action taken, or allegedly taken, by the indemnifying party.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      9

    FEES
      AND EXPENSES

    


    Each
      party shall pay its own attorneys’
fees and expenses which it initiates, creates, or incurs in connection with
      the
      negotiation, preparation and execution of this Agreement.

    


    SECTION
      10

    DEFAULT
      AND TERMINATION

    


    10.1           Termination.  This
      Agreement may be terminated prior to the Closing by either Buyer or Seller
      as
      the case may be, if the party seeking to terminate is not in material default
      or
      breach of this Agreement, upon written notice to the other upon the occurrence
      of any of the following:

    


    (a)   if
      the other is in material breach or default of its respective covenants,
      agreements, or other obligations herein, or if any of its representations herein
      are not true and accurate in all material respects when made or when otherwise
      required by this Agreement to be true and accurate, and such breach is not
      timely cured as provided in Section 10.3, below;

    


    (b)  on
      the Closing Date, Seller or Buyer, as the case may be, have failed
      to\

    comply
      with its obligations under Section 6.2 or 6.3 of this Agreement, and does not
      cure such failure within the period provided in Section 10.3.

    


    10.2           This
      Agreement may be terminated by Seller in the event payment is not made as
      required under Section 2.1 of this Agreement.

    


    10.3           A
      party shall be in “default” under this Agreement if it makes any material
      misrepresentation to the other party in connection with this Agreement, or
      materially breaches or fails to perform any of its representations, warranties,
      or covenants contained in this Agreement.  Non-material breaches or
      failures shall not be grounds for declaring a party to be in default, postponing
      the Closing, or terminating this Agreement. If either party believes the other
      to be in default hereunder, the former party shall provide the other with
      written notice specifying in reasonable detail the nature of such
      default.  If the default is not curable or has not been cured within
      fifteen (15) calendar days after delivery of that notice (or such additional
      reasonable time as the circumstances may warrant provided the party in default
      undertakes diligent, good faith efforts to cure the default within such fifteen
      (15) calendar day period and continues such efforts thereafter), then the party
      giving such notice may terminate this Agreement and/or exercise the remedies
      available to such party pursuant to this Agreement, subject to the right of
      the
      other party to contest such action through appropriate
      proceedings.  Notwithstanding the foregoing, in the event of monetary
      default, time shall be of the essence, no notice shall be required or cure
      period afforded, and this Agreement may be terminated immediately.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      11

    SURVIVAL
      OF WARRANTIES

    


    11.1           All
      representations and warranties made by the parties in this Agreement shall
      be
      deemed made for the purpose of inducing the other to enter into this Agreement,
      and shall survive the Closing and remain operative and in full force and effect,
      for a period of one year following the Closing.

    


    11.2           Neither
      the acceptance nor the delivery of property hereunder shall constitute a waiver
      of any covenant, representation, warranty, agreement, obligation, undertaking,
      or indemnification of Seller or Buyer contained in this Agreement, all of which
      shall, unless otherwise specifically provided, survive the Closing hereunder
      in
      accordance with the terms of this Agreement and shall be binding upon and inure
      to the benefit of all of the parties hereto, their heirs, legal representatives,
      successors and assigns.

    


    SECTION
      12

    NOTICES

    


    12.1           All
      notices, requests, demands, waivers, consents and other communications required
      or permitted hereunder shall be in writing and be deemed to have been duly
      given
      when delivered in person (against receipt) to the party to be notified at the
      address set out below or sent by registered or certified mail, or by express
      mail or courier, postage prepaid, return receipt requested, addressed to the
      party to be notified, as follows:

    


    If
      to Seller:

    Village
      Broadcasting
      Corp.

    914
      Westwood Blvd.

    Suite
      809

    Los
      Angeles, CA  90024

    


    If
      to Buyer:

    Tom
      Werner

    4725
      Falconhurst Terrace

    San
      Diego, CA  92154

    


    Either
      party may change its address for notices by written notice to the other given
      pursuant to this Section.  Any notice purportedly given by a means
      other than as provided in this Section shall be invalid and shall have no force
      or effect.

    


    SECTION
      13

    MISCELLANEOUS

    


    13.1           Headings.  The
      headings of the Sections of this Agreement are for convenience of reference
      only, and do not form a part thereof, and do not in any way modify, interpret
      or
      construe the meaning of the sections themselves or the intentions of the
      parties.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.2           Entire
      Agreement.  This Agreement and any other
      agreements entered into contemporaneously herewith set forth the entire
      agreement of the parties and are intended to supersede all prior negotiations,
      understandings, and agreements and cannot be altered, amended, changed or
      modified in any respect or particular unless each such alteration, amendment,
      change or modification shall have been agreed to by each of the parties hereto
      and reduced to writing in its entirety and signed and delivered by each
      party.  No provision, condition or covenant of this Agreement shall be
      waived by either party hereto except by a written instrument delivered to the
      other party and signed by the party consenting to and to be charged with such
      waiver.

    


    13.3           Counterparts.  This
      Agreement may be executed in one or more counterparts, all of which together
      shall comprise one and the same instrument.

    


    13.4           Legal
      Actions.  If either Seller or Buyer
      initiates any legal action or lawsuit against the other involving this
      Agreement, the prevailing party in such action or suit shall be entitled to
      receive reimbursement from the other party for all reasonable attorneys’ fees
      and other costs and expenses incurred by the prevailing party in respect of
      that
      litigation, including any appeal, and such reimbursement may be included in
      the
      judgment or final order issued in such proceeding.  Any award of
      damages following judicial remedy or arbitration as a result of the breach
      of
      this Agreement or any of its provisions shall include an award of prejudgment
      interest from the date of the breach at the maximum rate of interest allowed
      by
      law.

    


    13.4           Governing
      Law.  The parties agree that this
      Agreement and the transaction herein contemplated shall be interpreted,
      construed, and enforced under and according to the laws of the State of
      California.

    


    13.5           Counsel.  Each
      party has been represented by its own counsel in connection with the negotiation
      and preparation of this Agreement and, consequently, each party hereby waives
      the application of any rule of law to the effect that any provision of this
      Agreement shall be interpreted or construed against the party whose counsel
      drafted that provision.

    


    13.6           Time
      is of the Essence.  Time shall be of the
      essence in this Agreement and the performance of each and every provision
      hereof.

    


    13.7           Severability.  If
      any term or provision of this Agreement or its application shall, to any extent,
      is declared to be invalid or unenforceable, the remaining terms and provisions
      shall not be affected and shall remain in full force and effect and to such
      extent are severable; provided, however, that nothing in this provision shall
      impair a party’s rights pursuant to Sections 10 or 13 hereof.

    


    13.8    Choice
      of Forum.   The parties agree that that the
      only and exclusive forum for any action brought to resolve any dispute arising
      out of this Agreement shall be the federal or state courts having jurisdiction
      over Los Angeles, California.  No party shall oppose or assert a
      defense against such litigation in said courts on the grounds that the court
      lacks personal jurisdiction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    13.9    Cancellation.   
      Buyer and Seller agree that this Asset Purchase Agreement dated
      November 12, 2007 superceeds any previous contract with these
      parties.

    


    14.0    Confidentiality.   Buyer
      and Seller, and their respective employees,agents
      and representatives, shall each keep confidential all information obtained
      with
      respect to the other in connection with the negotiation and performance of
      this
      Agreement, except where such information is known or available through other
      lawful sources or where its disclosure is required in accordance with applicable
      law.  If the transactions contemplated hereby are not consummated for
      any reason. Buyer and Seller, and their respective employees, agents and
      representatives, shall return to the other, without retaining a copy thereof,
      any written information, including all financial information, obtained from
      the
      other in connection with this Agreement and the transactions contemplated
      hereby, and shall forever preserve the confidentiality of such
      information.  The parties recognize that a breach of this covenant of
      confidentiality may cause substantial, irremediable harm to the other’s business
      and therefore agree that injunctive relief would be appropriate to enforce
      any
      breach of this covenant.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be
      signed and executed by their proper individuals or officers thereunto duly
      authorized as of the day and year first above written.

    


     

    
      	 	SELLER:	 
	 	 	 
	 	
              VILLAGE
                BROADCASTING CORP.

            	 
	 	 	 	 
	 	
              By:
                

            	/s/ Arthur
              Lyons	 
	 	 	Arthur
              Lyons	 
	 	 	President	 
	 	 	 	 




    


    
      	 	
              BUYER:

            	 
	 	 	 
	 	THOMAS
              WERNER	 
	 	 	 	 
	 	
              By:
                

            	/s/ Thomas
              Werner	 
	 	 	Thomas
              Werner