SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), is entered into as of
the 10th day of August, 2000, by and between Worldnet Resource Group, Inc.,
a Utah corporation of 0000 Xxx Xxx Xxxxxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX
00000 ("WRNG") and EnterTech Media Group, Inc., a Nevada corporation of 0000
Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 ("EnterTech")
hereinafter referred to collectively as the "Parties".
RECITALS OF FACT
EnterTech possesses expertise in the entertainment industry.
WRNG possesses expertise in the Internet and Video Streaming.
The Parties desire to:
(i) Exchange a number of ordinary common shares with one another (the
"Shares") as detailed in Schedule "A" and;
(ii) Appoint a single Director to each of the others Board of Directors
and;
(iii) Work together to meet the objectives outlined below.
Now therefore, in consideration of the covenants and conditions of this
Agreement the parties agree as follows;
1. Exchange of Shares.
The parties agree to issue the necessary share certificate within 3 working
days of entering into this Agreement and to provide each other with copies of
the relevant Board minutes evidencing their proper issuance.
2. Directors
Each of the Parties shall have the right to have one person serving on the
Board of Directors of the other Party. Any nominated individuals will
require the approval of the Board of Directors of the company to whose Bard
they are nominated and such approval shall not be reasonably withheld. Xxxx
Xxxxxx shall be the initial appointee to the Board of Directors of WRNG and
Xxxxxxx Xxxxx shall be the initial appointee to the Board of Directors of
EnterTech and each are hereby approved in all respects by the Parties.
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3. Public Announcement
The Parties hereby agree to announce this Agreement within a period of seven
working days by way of a press release the text of which shall be mutually
approved.
4. Mutual Objectives
The Parties hereby agree to work together to further their general mutual
objectives which include but are not limited to the following;
(i) The streaming of feature film and short film and related content
to users of the Internet who visit websites operated by the
Parties and;
(ii) The exchange of relevant market information and expertise and;
(iii) The mutual promotion of each of the Parties business models
and interests.
5. Miscellaneous
(a) Recitals. The statements contained in Recitals shall be deemed
representations and warranties or covenants and agreements, as the case may
be, of the respective parties.
(b) Entire Agreement. This Agreement and the Exhibits hereto set forth
the entire understanding of the parties with respect to the subject matter
hereof and supersedes all existing agreements among them concerning such
subject matter, and may be modified only by a written instrument duly
executed by the party to be charged with the approval of its board of
directors.
(c) Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party to whom it
is to be given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished in
writing in accordance with the provisions or this Section 7), with a copy to
each of the other parties hereto. Any notice given to any corporate party
shall be addressed to the attention of its Corporation Secretary. Any notice
or other communication given by certified mail (or by such comparable method)
shall be deemed given at the time of certification thereof (of comparable
act), except for a notice changing a party's address which shall be deemed
given at the time of receipt thereof.
(d) Waiver. Any waiver by any party of a breach of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
other breach of such provision or of any breach of any other provision of
this Agreement. The failure of a party to insist upon strict adherence to
any term of this Agreement on one or more occasions shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
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(e) Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and the respective successors
and assigns of the parties.
(f) Severability. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in
effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and
circumstances.
(g) Headings. The headings in this Agreement are solely for convenience
of reference and shall be given no effect in the construction or
interpretation of this Agreement.
(h) No Agency. Nothing contained in this Agreement shall authorize,
empower, or constitute either party the agent of the other in any manner,
authorize or empower either party to assume or create any obligation or
responsibility whatsoever, express or implied, on behalf of or in the name of
the other; or authorize or empower either party to bind the other in any
manner or made any representation, warranty, or commitment on behalf of the
other.
(i) Time. Time is of the essence of this Agreement.
(j) Construction. This agreement shall be construed and enforced in
accordance with the laws of the State of California, excluding conflicts of
laws.
(k) Expenses. Each party shall bear their own expenses incurred in
connection with the negotiation, execution, closing and performance of this
Agreement, including counseling fees and accountant fees.
EnterTech Media Group, Inc. WorldNet Resource Group, Inc.
/S/ Xxxx Xxxxxx /S/ Xxxxxxx Xxxxx
By: Xxxx Xxxxxx By: Xxxxxxx Xxxxx
Date: 08-10-00 Date: 08-10-00
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Schedule A
Details of Shares to be exchanged by the Parties:
WorldNet Resource Group, Inc., shall issue 100,000,000 (ten million) new
restricted ordinary common voting shares to EnterTech Media Group, Inc.
WRNG agrees that 50% (fifty per cent) of these shares be included in the
first registration statement after the date of this Agreement that it files
with the SEC.
EnterTech Media Group, Inc., shall issue 2,000,000 (two million) new
restricted ordinary common voting shares to Worldnet Resource Group, Inc.
