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Urban Television Network Corp – ‘8-K’ for 9/30/05 – EX-11.1

On: Tuesday, 10/4/05, at 3:38pm ET · For: 9/30/05 · Accession #: 1010549-5-695 · File #: 33-58972

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/04/05  Urban Television Network Corp     8-K:1,9     9/30/05    2:34K                                    Secs Transfer Corp/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     10K 
 2: EX-11.1     Private Stock/Commodity Exchange Agreement            13     46K

EX-11.1 — Private Stock/Commodity Exchange Agreement

EX-11.1 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Exhibit 11.1                                                                    
CONFIDENTIAL PRIVATE
STOCK/COMMODITY EXCHANGE AGREEMENT

BY AND BETWEEN

 GEOTEC THERMAL GENERATORS, INC.
 a Florida corporation
 (the "Purchaser")

 AND

URBAN TELEVISION NETWORK CORPORATION
a Nevada corporation
 ("URBT" OR THE "COMPANY")

THE  SECURITIES  EXCHANGED  HEREBY HAVE NOT BEEN  REGISTERED  WITH;  APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

URBT's  SECURITIES  INVOLVE  A HIGH  DEGREE  OF RISK AND ARE  SUITABLE  ONLY FOR
INVESTORS  OF  SUBSTANTIAL  MEANS  AND WHO  HAVE NO NEED FOR  LIQUIDITY  IN THIS
INVESTMENT.                                                                     

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933
("1933 ACT" or  "SECURITIES  ACT"),  AS AMENDED,  OR THE FLORIDA  SECURITIES AND
INVESTOR  PROTECTION  ACT AND ARE OFFERED IN RELIANCE  UPON THE  EXEMPTION  FROM
REGISTRATION PROVIDED BY SECTION 4(2) OF THE 1933 ACT, SECTION 517.061(11)(a) OF
THE FLORIDA STATUTES AND THE UNIFORM LIMITED OFFERING EXEMPTION IN OTHER STATES,
AND MAY NOT BE SOLD IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  UNDER THE 1933
ACT, OR AN OPINION OF COUNSEL, ACCEPTABLE TO URBT, THAT SUCH REGISTRATION IS NOT
REQUIRED.  FURTHER,  THESE  SECURITIES MAY BE SOLD ONLY PURSUANT TO AN EXEMPTION
FROM  REGISTRATION  IN THE STATE  THAT THEY ARE  OFFERED  AND MAY BE  SUBJECT TO
ADDITIONAL  RESTRICTIONS  IN  SUCH  STATE  ON  TRANSFER.                        

EX-11.1 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
THE CONTENTS OF THIS  AGREEMENT OR ANY PRIOR OR SUBSEQUENT  COMMUNICATIONS  FROM
URBT OR ANY AGENT ARE NOT TO BE CONSTRUED AS LEGAL, BUSINESS OR TAX ADVICE. EACH
PARTY HERETO SHOULD CONSULT HIS OWN ATTORNEY, BUSINESS ADVISOR OR TAX ADVISOR AS
TO  LEGAL,   BUSINESS,  TAX  AND  RELATED  MATTERS  CONCERNING  THIS  AGREEMENT.
PROSPECTIVE INVESTORS ARE URGED TO REQUEST IN WRITING ANY ADDITIONAL INFORMATION
THEY MAY CONSIDER NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION.            

THIS AGREEMENT DOES NOT, UNDER ANY CIRCUMSTANCES, CONSTITUTE AN OFFER TO SELL OR
A  SOLICITATION  OF AN OFFER TO  PURCHASE,  NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES, IN ANY JURISDICTION IN WHICH SUCH OFFER,  SOLICITATION,  PURCHASE OR
SALE  WOULD BE  UNLAWFUL  PRIOR  TO  REGISTRATION  OR  QUALIFICATION  UNDER  THE
SECURITIES LAWS OF SUCH JURISDICTION. THE SECURITIES IDENTIFIED HEREIN ARE BEING
OFFERED  ONLY TO  PERSONS OR  ENTITIES  WHO ARE  ACQUIRING  THE  SECURITIES  FOR
INVESTMENT  PURPOSES AND WITHOUT A VIEW TO, OR IN CONNECTION WITH, ANY RESALE OR
DISTRIBUTION  THEREOF IN VIOLATION OF  APPLICABLE  STATE AND FEDERAL  SECURITIES
LAWS, AND WHO ALSO SATISFY SUITABILITY REQUIREMENTS.                            

THE OFFERING PRICE OF THE SHARES HAS BEEN FIXED ARBITRARILY BY URBT. THERE IS NO
ESTABLISHED  MARKET VALUE FOR THE SHARES.  EACH PARTY HERETO IS URGED TO MAKE AN
INDEPENDENT EVALUATION OF THE FAIRNESS OF THE OFFERING PRICE.                   

STOCK/COMMODITY EXCHANGE AGREEMENT
----------------------------------

         This  Stock/Commodity  Exchange Agreement  ("Agreement") is made by and
between Urban Television Network Corporation ("URBT" or the "Company"), a Nevada
corporation and Geotec Thermal  Generators,  Inc. (the  "Purchaser"),  a Florida
corporation  that maintains its principal place of business at 110 East Atlantic
Avenue,  Suite 200, Delray Beach, FL 33444, and is effective as of the last date
of execution set forth below. URBT and Purchaser may be collectively referred to
herein as the "Parties."                                                        

EX-11.1 3rd Page of 13 TOC 1st Previous Next ↓Bottom Just 3rd
         WHEREAS,  the Company  desires to acquire two hundred  thousand tons of
mined coal, as described in the Moss Johnson  Report,  dated  December 15, 2003,
with a minimum  appraisal of $4.6 million,  from Purchaser,  in exchange for one
hundred  thousand   preferred   shares  of  URBT  (the  "Preferred   Shares"  or
"Securities")  with a stated  value,  and  convertible  to $4.6 million worth of
common stock of the Company (the "Common Shares"),  subject to and in accordance
with the terms and conditions hereof; and                                       

         WHEREAS,  URBT  principal  and CEO and  Miles  Investment  Group,  LLC,
President and General Manager, Jacob R. Miles, III, has advised the Parties that
Miles Investment  Group, LLC will be providing URBT with a sufficient  number of
Common Shares to facilitate fulfillment of the conversion obligation of URBT set
forth herein;  however,  the Parties  recognize that such  contribution by Miles
Investment  Group, LLC shall not be a condition  precedent to any fulfillment of
any obligation of URBT as identified herein; and                                

         WHEREAS,  the  Purchaser  desires  to sell its coal to the  Company  in
exchange  for the  Preferred  Shares  issued by the  Company,  subject to and in
accordance with the terms hereof; and                                           

         NOW  THEREFORE,  in exchange for good and valuable  consideration,  the
receipt  and  sufficiency  of  which  is  hereby  acknowledged,  and the  mutual
covenants,  considerations,  conditions hereinafter set forth, the Purchaser and
Company hereby agree as follows:                                                

1. Securities/Commodities Exchanged                                             
-----------------------------------                                             

         Pursuant  to this  Agreement  ("Agreement")  the Company is offering to
Purchaser 100,000 convertible Preferred Shares that are convertible to, and at a
stated  value of $4.6  million  worth of URBT  Common  Shares  (with a $.001 par
value) in exchange for Purchaser's tender of two hundred thousand (200,000) tons
of mined coal (the  "Coal")  located on the land  described  as 14221 East Arrow
Road, Cuba, Illinois 61427 and more specifically defined in the Moss Johnson and
Associates  Survey with specific legal  descriptions  attached.  Upon closing on
September 30, 2005 (the "Closing Date") of the transaction  memorialized by this
Agreement,  Purchaser  shall  convey  title  to  the  Coal  to the  Company  and
thereafter,  the  Company  shall  have  exclusive  rights and title to the Coal.
Alternatively,  the Company  agrees that  Purchaser may tender,  in place of the
aforementioned  Coal,  other coal owned by the Purchaser from Argentina or other
locations in the United States.  The Preferred  Shares may be converted,  at the
sole discretion of the Purchaser, at any time in an amount equal to the purchase
price of the Common  Shares of URBT at the bid price of the common stock of URBT
on the date of this Agreement.                                                  

EX-11.1 4th Page of 13 TOC 1st Previous Next ↓Bottom Just 4th
2. Company Acceptance                                                           
---------------------                                                           

         Purchaser's  obligations  under this  Agreement  will terminate if this
Agreement is not accepted by the Company.  This Agreement will not be binding on
the Company  until it has been  accepted by the  Company,  as  evidenced  by the
signature  of  its  Chief  Executive  Officer.  Within  10  days  following  its
acceptance of this Agreement,  the Company shall issue in the name of Purchaser,
a certificate representing the number of Preferred Shares purchased.            

3.  Transfer of Ownership                                                       
-------------------------                                                       

         Upon  conclusion  of this  Agreement,  the  consideration  paid for the
Preferred  Shares covered hereby will be received by, become the property of and
be immediately available for use by the Company.                                

4.  Exempt Transaction                                                          
----------------------                                                          

         The Preferred  Shares that are  distributed to be issued by the Company
in accordance  with its operating  agreement and delivered to the Purchaser will
not be registered  under the  Securities  Act of 1933, as amended,  Chapter 517,
Florida Statutes,  or any other states' securities laws, on the grounds that the
transaction in which the shares are to be issued either qualifies for applicable
exemptions  from the securities  registration  requirements  of such statutes or
such registration requirements have been satisfied. The exemptions being claimed
include,  but are not necessarily limited to, those available under Section 4(2)
of the  Securities  Act and  Section  517.061(11)  Florida  Statutes;  and,  the
reliance by the Company upon the  exemptions  from the  securities  registration
requirements  of the federal and state  securities laws is predicated in part on
the representations, understandings and covenants set forth in this Agreement.  

5.  Purchaser Representations and Warranties                                    
--------------------------------------------                                    

         In order to induce the Company to accept the payment tendered and issue
the Preferred Shares, the Purchaser  represents and warrants to the Company,  as
follows:                                                                        

         a. Information About the Purchaser. The Purchaser is (i) an "accredited
investor,"  as such  term is  defined  in  Regulation  D,  Rule  501;  or (ii) a
representative of individual(s)  with documented  authority to transact business
on behalf such person or persons;  or (iii) a foreign entity in good standing in

EX-11.1 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
the  jurisdiction  of  its  formation  and/or  operation;  or  (iv)  a  domestic
corporation or entity in good standing, duly organized,  recognized and existing
in at least one of the several United States of America.  The board of directors
or other governing body of Purchaser has authorized the stock/commodity exchange
contemplated  herein and has obtained the  necessary  signatures on all required
corporate  or  entity   documents  to  memorialize  or  otherwise   reflect  the
aforementioned authorization.                                                   

      b. Purchaser's Financial Sophistication. Purchaser is an entity that
through its principals, members, shareholders, partners, Board of Directors, or 
other governing body, possesses sufficient financial, investment and/or business
experience and/or acumen to adequately evaluate the merits, risks and           
characteristics of an investment in the Company. Purchaser has conducted a due  
diligence review of all information it deems material and necessary to an       
adequate evaluation of an investment in the Company.                            

         c.  Purchaser  Recognizes  Risks of  Investment  and  Illiquidity.  The
Purchaser has  sufficient  financial  resources to bear the risk of investing in
the Company  understanding  that the illiquidity of the Preferred Shares and the
restrictions  on their  transfer  may require the  Purchaser to bear the risk of
such investment for an indefinite  period of time.  Purchaser  understands  that
there is no public or private  market or market value for the  Preferred  Shares
and that none is likely to develop.  Purchaser further  acknowledges that it may
not be able to sell the  Preferred  Shares;  that the value  per  share  paid by
Purchaser has been arbitrarily established by the Company; and that the value of
the Preferred Shares exchanged hereby may have no reasonable reciprocal value to
the commodities tendered by Purchaser.                                          

         d.  Purchaser  Recognizes  Making  Investment  With  Extremely  Limited
Transferability. Purchaser is acquiring the Preferred Shares for the Purchaser's
own account for  investment,  and without a view to, or in connection  with, any
resale or  distribution  thereof in  violation of  applicable  state and federal
securities  laws.  The Purchaser has no contract,  understanding  or arrangement
with any person to sell,  assign,  transfer or pledge to such person,  or anyone
else,  any portion of the Preferred  Shares of URBT that may  distributed in the
future,  and the  Purchaser has no present plans or intentions to enter into any
such contract, understanding or arrangement.                                    

         e. Lack of Registration of Securities.  Purchaser acknowledges that the
Preferred Shares offered,  purchased and sold herein are not registered with the
United States Securities and Exchange  Commission,  the State of Florida, or any
other  state  securities  regulatory  body  and that  the  statutory  protection
provided by such registration is not available.                                 

EX-11.1 6th Page of 13 TOC 1st Previous Next ↓Bottom Just 6th
         f.  Access to  Material  Information.  Purchaser  acknowledges  that it
and/or  its  representatives  have  been  given  reasonable  access  to,  or the
furnishing  of,  all  material  information  prior to the sale of the  Preferred
Shares herein relating to:                                                      

           (i)      All material books and records of the Company;

                  (ii)     All material  contracts and documents relating to the
proposed transaction;     

                  (iii)    An opportunity to question the appropriate  executive
            officers or principals of the Company;

                  (iv)     Any  additional   information   deemed  necessary  by
                           Purchaser to evaluate the investment or to verify any
                           information  necessary to evaluate the  investment or
                      to verify any information or representation; and

                  (v)      make such other investigation as Purchaser considered
                           appropriate or necessary to evaluate the business and
                     financial affairs and condition of the Company.

         g.  Management   Response  to  Requests  For   Information.   Purchaser
acknowledges  that Management of the Company has answered all questions asked by
it or its  representatives,  and they have either furnished to such individuals,
or granted them reasonable  access to, all records,  contracts,  documents,  and
other information  requested by them regarding the Shares,  and the business and
financial affairs and condition of the Company, provided such information is not
otherwise  subject to  prohibitions  against  disclosure  pursuant to applicable
rules, regulations, statutes or contractual agreements to which the Company is a
party.                                                                          

 h. No Federal or State Endorsement. Purchaser understands that:

                  (i) No  state  or  federal  agency  has  passed  upon the URBT
Preferred  Shares that may be issued or made any finding or  determination as to
the fairness of the Preferred Shares as an investment;                          

                  (ii) The  Preferred  Shares  have not  been,  and will not be,
registered  under either the  Securities  Act of 1933, as amended,  or any state
securities law including the Florida Securities and Investor  Protection Act, as
amended;                                                                        

EX-11.1 7th Page of 13 TOC 1st Previous Next ↓Bottom Just 7th
                  (iii) The Preferred  Shares cannot be offered for sale,  sold,
assigned, pledged,  hypothecated,  or otherwise transferred or encumbered during
the two years  from the date of sale of the  Preferred  Shares  and then only in
compliance with the Company's bylaws, and                                       

                  (iv) The  Company  has not agreed,  and is not  obligated,  to
register any resale or other transfer of the Preferred Shares under any state or
federal  securities  law or to take any  action to enable it to  qualify  for an
exemption from registration  under any of those laws with respect to a resale or
other transfer of the Preferred Shares.                                         

         i.  Nontransferability  of Preferred Shares.  Purchaser will not offer,
sell, assign, pledge,  hypothecate, or otherwise transfer at any time any of the
Preferred Shares absent registration of the transaction under applicable federal
securities laws, the Florida Securities and Investor Protection Act, as amended,
and every other  applicable  state  securities  law or delivery of an opinion of
counsel  satisfactory to the Company that registration is not required under any
of those laws.  Notwithstanding  any  transactional  exemption from registration
that may apply to any transfer of the Preferred  Shares,  Purchaser  agrees that
any  transferee of the URBT Preferred  Shares who receives the Preferred  Shares
within  two  years of their  date of  issuance  hereunder  shall  be  deemed  an
"affiliate" as such term is defined in Securities and Exchange  Commission  Rule
144(a)(1)  and therefore be subject to all  restrictions  on sales of restricted
securities that apply to "affiliates"  under SEC Rule 144.  Purchaser  agrees to
notify all  transferees of the URBT  Preferred  Shares (who may not otherwise be
deemed  "affiliates")  regarding this particular  application of SEC Rule 144 to
the transfer or resale of the URBT Preferred Shares.                            

         j. URBT Shares are Restricted  Securities.  Purchaser understands that,
in addition to and in furtherance of the transfer restrictions stated above:    

                  (i) The Company will record stop transfer  instructions in its
stock record books to restrict an impermissible  resale or other transfer of the
URBT Preferred Shares; and                                                      

                  (ii) Each document  evidencing the URBT Preferred  Shares will
bear a restrictive legend in substantially the following form:                  

         The shares evidenced by this certificate have not been registered under
         either the Securities Act of 1933, as amended,  or the securities  laws
         of any state including the Florida  Securities and Investor  Protection
         Act, as amended.  These  Preferred  Shares may not be offered for sale,
         sold, assigned, pledged, hypothecated, or otherwise transferred: at any
         time  absent  either  (A)  registration  of the  transaction  under the

EX-11.1 8th Page of 13 TOC 1st Previous Next ↓Bottom Just 8th
         Securities Act of 1933, as amended, the Florida Securities and Investor
         Protection Act, as amended, and every other applicable state securities
         law or (B) the  issuer's  receipt of an  acceptable  opinion of counsel
       that registration of the transaction under those laws is not required

         k. URBT is a Reporting  Entity.  Purchaser  understands  that URBT does
file periodic  reports with the  Securities  and Exchange  Commission  under the
Securities Exchange Act of 1934, as amended.                                    

         l. Tax  Consequences.  Purchaser  understands that neither the Company,
nor any officer,  director or  professional  advisor of the  Company,  makes any
representation or warranty to it with respect to, or assumes any  responsibility
for, the federal income tax consequences to it of an investment in the Preferred
Shares.                                                                         

         m.  Sophistication of Purchaser.  Because of Purchaser's  knowledge and
experience in financial and business matters,  it and its principals are able to
evaluate the merits,  risks,  and other factors  bearing upon the suitability of
the Preferred  Shares as an investment for  Purchaser,  and it has been afforded
adequate  opportunity  to evaluate  this  proposed  investment in light of those
factors, its financial  condition,  and its investment knowledge and experience.
Purchaser further  acknowledges that it has adequate net worth and annual income
to provide for its current financial needs and possible future contingencies and
does not have an  existing  or  foreseeable  future  need for  liquidity  of its
investment  in the  Preferred  Shares.  Also,  it is otherwise  able to bear the
economic risk of an investment in the Preferred  Shares,  and has sufficient net
worth and annual  income to sustain a loss of all or part of its  investment  in
the  Preferred  Shares  if that  were to occur  and to  withstand  the  probable
inability to publicly sell, transfer, or otherwise dispose of the URBT Preferred
Shares distributed by the Company for an indefinite period of time.             

         n. Clear Title to the Coal. The Purchaser has good and clear record and
marketable  title to the Coal  conveyed  hereby,  free and  clear of all  liens,
security interests,  mortgages and encumbrances of any kind. Notwithstanding the
foregoing,  it is  generally  understood  that  there  will  be  processing  and
transportation  costs  associated with commercial  exploitation of the Coal that
will not encumber the Coal in any manner contrary to the representations in this
paragraph.  Further,  is understood  between the parties that when the Company's
Coal is to be sold,  that the  Purchaser  will  process and sell the Coal at the
expense of the Company, which is reasonably anticipated to be lower than $15 per
ton, that the Purchaser will arrange for, and  orchestrate the sale of the Coal,
with the net proceeds to be provided to the Company.  The value of the coal,  at
the time of transfer has a bookable value of a minimum of $4.6 million.         

EX-11.1 9th Page of 13 TOC 1st Previous Next ↓Bottom Just 9th
6.  Company Representations and Warranties                                      
------------------------------------------                                      

         As of the date it accepts  Purchaser's  subscription  to  purchase  the
Shares, the Company represents and warrants to Purchaser the following:         

         a. URBT Status; Capitalization.  URBT is a corporation incorporated and
validly  existing in good standing under the laws of the State of Nevada and has
all requisite  power and authority to own its assets and to conduct its business
as now  conducted.  The  Articles of  Incorporation  (as amended) of the Company
presently authorized issuance of 200,000,000 shares of common stock ($0.0001 par
value) and 500,000 shares of preferred stock ($1.00 par value). Upon issuance of
the shares contemplated by the Company's Stock Subscription Agreement with URBT,
the  Company  will have  approximately  133,000,000  shares of common  stock and
100,000 shares of preferred stock issued and outstanding.                       

         b. Valid and Binding  Obligation of Company.  The Company's  execution,
delivery,  and  performance  of  this  Agreement  have  been  authorized  by all
requisite corporate action of the Company,  will not conflict with its bylaws or
articles of incorporation,  and will not constitute a breach or violation of, or
a default under, any material lease, contract, agreement, instrument, indenture,
or mortgage to which the Company is a party or to which any significant  part of
its property is subject. This Agreement is a valid and binding obligation of the
Company.                                                                        

         c. Access to  Material  Information.  The  Company has  provided to the
Purchaser  reasonable  access to, or the  furnishing of,  material  information,
prior to the sale to the Purchaser, of the following information:               

           (i)      All material books and records of the Company;
                  (ii)     All material  contracts and documents relating to the
proposed transaction;     
                  (iii)    An opportunity to question the appropriate  executive
 officers or principals; and
                  (iv)     All facts material to the  transaction  involving the
             sale of the Company's Preferred Shares.

         d.  Non-registration  of  Securities.  The  Preferred  Shares  offered,
purchased  and sold  herein  have not been  registered  with the  United  States
Securities  and Exchange  Commission  or the State of Florida or any other state
securities regulatory agency.                                                   

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         e. Securities Sold in Exempt Transaction.  The offer, purchase and sale
of Preferred Shares  referenced  herein is accomplished in reliance upon Section
4(2) of the Securities Act of 1933 as an exempt  transaction in compliance  with
the aforementioned section.                                                     

         f. Blue Sky Exemption From Registration.  The Company is relying in the
State  of  Florida  on  Section  517.061(11)(a),   Florida  Statutes,  and  Rule
69W-500.005,  of the Florida  Administrative  Code,  thereby  claiming  that the
offer, purchase and sale of securities pursuant hereto is occurring in an exempt
transaction  under the  aforementioned  Florida  Statute  and Rules  promulgated
thereunder.  The  Company  also  is  relying  upon  the  exempt  transaction  or
qualification  provisions of various other states' securities laws in connection
with this offer of its Preferred Shares.                                        

         g.  Rejection  of  Liabilities.   The  Company   specifically   rejects
assumption of any liabilities or contingent liabilities relating to the Coal and
which  existed or should have been known by  Purchaser to exist on or before the
Closing Date.                                                                   

         h.  Piggyback  Registration  Rights.  The Company has and hereby grants
Purchaser  piggyback  registration  rights with respect to the URBT Shares.  The
Company agrees that in the event it files a registration statement in the future
to register  any URBT  Shares with the United  States  Securities  and  Exchange
Commission,  the URBT  Shares  purchased  pursuant  to this  Agreement  shall be
subject to and included in such registration statement.                         

         i. URBT Public Filings.  URBT represents and warrants to Purchaser that
there are no  misrepresentations  or omissions of material fact contained in any
of its filings  submitted to the Securities and Exchange  Commission  within the
last 24 months prior to the execution of this  Agreement and that there has been
no material  adverse change in its financial  condition  since the filing of its
last Form 10QSB.                                                                

7.  Jurisdiction and Venue                                                      
--------------------------                                                      

         This  Agreement   shall  be  governed  by  and  construed   solely  and
exclusively  in accordance  with the laws of state of Florida  without regard to
any  statutory or  common-law  provision  pertaining  to conflicts of laws.  The
Parties  agree that  courts of  competent  jurisdiction  in Palm  Beach  County,
Florida  and the United  States  District  Court for the  Southern  District  of
Florida, Tampa Division shall have concurrent  jurisdiction with the arbitration
tribunals  of the  American  Arbitration  Association  for  purposes of entering

EX-11.1 11th Page of 13 TOC 1st Previous Next ↓Bottom Just 11th
temporary, preliminary and permanent injunctive relief with regard to any action
arising out of any breach or alleged breach of this Agreement. The Parties agree
to submit to the personal  jurisdiction of such courts and any other  applicable
court within the state of Florida. The Purchaser further agrees that the mailing
of any process shall  constitute valid and lawful process against the Purchaser.
The  Purchaser  waives  any claim  that the  Purchaser  may have that any of the
foregoing courts is an inconvenient forum.                                      

8.  Arbitration Agreement                                                       
-------------------------                                                       

         The Parties agree that all controversies,  claims, disputes and matters
in question  arising out of, or related to, this  Agreement,  the breach of this
Agreement,  the  purchase of the  Company's  Preferred  Shares  pursuant to this
Agreement  or any other matter or claim  whatsoever  shall be decided by binding
arbitration  before  the  American   Arbitration   Association,   utilizing  its
Commercial Rules. Venue for any arbitration between the Parties shall be had and
is mandatory in West Palm Beach, Palm Beach County,  Florida to the exclusion of
all other places of venue, for all matters that arise under this Agreement.     

9.  Termination                                                                 
---------------                                                                 

         a.  Termination of Agreement.  The Parties may terminate this Agreement
as provided below:                                                              

                  (i) Purchaser and the Company may terminate  this Agreement by
mutual written consent at any time prior to the Closing;                        

                  (ii)  Purchaser may terminate this Agreement by giving written
notice to the  Company  at any time  prior to the  Closing  (A) in the event the
Company has breached any representation, warranty, or covenant contained in this
Agreement in any  material  respect,  Purchaser  has notified the Company of the
breach,  and the breach has continued without cure for a period of 10 days after
the notice of breach or (B) if the Closing  shall not have occurred on or before
September  30,  2005 (or such  later  date as may be  mutually  agreed to by the
Parties  unless the failure  results  primarily  from  Purchaser  breaching  any
representation, warranty, or covenant contained in this Agreement); and         

                  (iii) The  Company  may  terminate  this  Agreement  by giving
written  notice to  Purchaser  at any time prior to the Closing (A) in the event
Purchaser  has breached any  representation,  warranty or covenant  contained in
this Agreement in any material  respect,  the Company has notified  Purchaser of
the breach,  and the breach has  continued  without cure for a period of 10 days
after the notice of breach or (B) if the Closing  shall not have  occurred on or

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before  September  30, 2005 (or such later date as may be mutually  agreed to by
the Parties unless the failure results  primarily from the Company breaching any
representation, warranty, or covenant contained in this Agreement).             

         b.  Effect of  Termination.  If any  Party  terminates  this  Agreement
pursuant to this Section,  all rights and  obligations of the Parties  hereunder
shall  terminate  without any  Liability of any Party to any other Party (except
for any Liability of any Party then in breach). No termination of this Agreement
shall relieve any party for its breach or violation of this Agreement.          

10.  Miscellaneous Provisions                                                   
-----------------------------                                                   

         a. Notices. Any notice required or provided for in this Agreement to be
given to any party shall be mailed certified mail, return receipt requested,  or
hand delivered, to the party at the address set forth in the preamble.          

         b.  Successors and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the successors and assigns of the parties.              

         c. Construction.  The section headings,  captions, or abbreviations are
used for  convenience  only and shall not be resorted to for  interpretation  of
this Agreement.  Wherever the context so requires,  the masculine shall refer to
the feminine, the singular shall refer to the plural, and vice versa.           

         d. Fees. In the event that any party is required to engage the services
of legal  counsel to enforce its rights under this  Agreement  against any other
party,  regardless of whether such action results in litigation,  the prevailing
party shall be entitled to reasonable  attorneys'  fees and costs from the other
party, which in the event of litigation shall include fees and costs incurred at
trial and on appeal.                                                            

         e. Entire Agreement.  This Agreement contains the entire  understanding
among the parties and  supersedes  any prior written or oral  agreement  between
them   respecting   the  subject  matter  of  this   Agreement.   There  are  no
representations,  agreements,  arrangements, or understandings, oral or written,
between the parties hereto relating to the subject matter of this Agreement that
are not fully expressed herein.                                                 

         f.  Amendments.  Any amendments to this  Agreement  shall be in writing
signed by all parties.                                                          

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         g. Severability.  In case any one or more provisions  contained in this
Agreement shall, for any reason, be held invalid illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any
other provision hereof and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had not been contained herein.               

         h. Waiver.  No consent or waiver,  expressed or implied,  by a party of
any breach or default by any other party in the  performance by that other party
of its  obligations  hereunder  shall be deemed or  construed to be a consent or
waiver to any other breach or default in the  performance by such other party of
the same or any other obligations of such other party hereunder.  Failure on the
art of any party to complain of any act or failure to act of another party or to
declare  that other  party in  default,  irrespective  of how long such  failure
continues, shall not constitute a waiver of such party of its rights hereunder. 

         i.   Counterparts.   This   agreement   may  be  executed  in  multiple
counterparts each of which shall be deemed an original for all purposes.        

         j. Survival of Representations and Warranties.  The representations and
warranties set forth in this Agreement shall be continuing and shall survive the
Closing Date.                                                                   

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the dates set forth below.                                                      

Date: 9-30-2005                             URBAN TELEVISION NETWORK CORPORATION

                                   By:  s/s Jacob R. Miles III
                                               ---------------------------------
                                  JACOB R. MILES, III,
                                     CHIEF EXECUTIVE OFFICER

Date: 9-30-05                               GEOTEC THERMAL GENERATORS, INC.     

                              By: s/s Bradley T. Ray
                                               ---------------------------------
                             BRADLEY T. RAY,
                                 CHAIRMAN, PRESIDENT

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

Filed on:	10/4/05
For Period End:	9/30/05	3	12	10KSB, 4, 5, NT 10-K
	12/15/03	3
				List all Filings

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Filing Submission 0001010549-05-000695 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Urban Television Network Corp – ‘8-K’ for 9/30/05 – EX-11.1

On: Tuesday, 10/4/05, at 3:38pm ET · For: 9/30/05 · Accession #: 1010549-5-695 · File #: 33-58972

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Current Report — Form 8-KFiling Table of Contents

EX-11.1 — Private Stock/Commodity Exchange Agreement

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents