JOINT VENTURE AGREEMENT
This Joint Venture ("Agreement") dated as of April 29, 1999 by
and between First Entertainment Holding Corp. (FTET) and
Electronic Transactions and Technologies/eConnect ("BETT"). FTET
and BETT are sometimes collectively referred to herein as the
"Venturers".
WHEREAS, the Venturers desire to develop, produce, finance and
exploit an e-commerce cash transfer technology and any and all
other allied and ancillary rights relating thereto; and
WHEREAS, the Venturers desire to join together to produce and
exploit the technology and to operate as a joint venture for such
purpose;
NOW, THEREFORE, in consideration for the mutual covenants and
agreements contained herein, the Venturers agree as follows:
1. FORMATION. The Venturers do hereby constitute themselves a
joint venture for the purpose and upon the terms, covenants and
conditions hereinafter set forth. The name of the venture shall
be XxxxxxXxxx.xxx ("IGC"), and all business done by it shall be
under said name. The principal place of business of the venture
shall be at the offices of FTET in Colorado, and BETT in Los
Angeles, CA. The sole purpose of the Venture shall be to
develop, produce and arrange for financing, exploitation and
introduction into e-commerce and all rights therein and derived
therefrom and to do all other business necessary and relating
thereto.
2. CONTRIBUTION OF FTET. FTET shall contribute to the Venture:
a. FTET will furnish the non-exclusive services of its
associates to render services as, when and where reasonably
required in connection with the Venture, as well as facilitate
the development through its strategic partners in bringing this
technology to the market.
b. A best efforts financing commitment for up to 50% of the
Project the terms of which commitment shall be subject to the
mutual approval of the parties.
3. CONTRIBUTION OF BETT. BETT shall contribute to the Venture:
a. All of BETT's right, title and interest in and to the
technology to include, but not limited to:
1. A PERFECT (Personal Encrypted Remote Financial Electronic
Card Transactions)
2. PocketPay (Wireless Terminal Voice Phone)
3. SLICK (Secure Line Computer Keyboard)
4. TVPinpad (Remote Addressable DBS)
b. The non-exclusive services of BETT employees,
c. A best efforts financing commitment for up to 50% of the
Project the terms of which commitment shall be subject to the
mutual approval of the parties.
4. FTET shall be granted a non-exclusive license to use the ET&T
technology for e-commerce for sites that FTET owns or operates
and BETT shall waive all fees related to that license.
5. BUSINESS DECISIONS. All joint venture and business decisions
relating to the development and production of the joint venture
(including, without limitation, relating to any third party
financing agreement, compensation for individual services
rendered by Venture employees in connection with the Venture,
shall be subject to the mutual approval of the Venturers. FTET
designates X.X. Xxxxxxxx as its executive with respect to such
business approvals. In the even the Venturers shall fail to
reach agreement as to any material decision affecting the joint
venture within five (5) business days of either party's demand
therefore, the Venturers shall immediately submit the matter to
arbitration before a neutral arbitrator to be selected by the
Venturers' respective counsel, the costs for which shall be borne
equally by the Venturers.
6. OWNERSHIP. The technology, as well as all ancillary and
subsidiary rights therein including, without limitation,
merchandising, publications, licensing, copyrights and patents
shall all be owned by the Venture, and copyrights and patents
shall be registered in the name of IGC and assigned to the
Venture.
7. NET PROFITS AND NET LOSSES. The Venturers shall be mutually
responsible for all expenses directly related to the operation of
the Venture. BETT shall be responsible for its development costs
to date and FTET for fund raising costs directly related to
securing the funding. Both of these costs shall be accounted for
and included in distribution of revenues below. Thereafter, the
profits, losses, if any, and loss financing shall likewise be
shared equally by FTET and BETT. The net profits and net losses
of the Venture, if any, shall be determined by accountants
employed by the Venture in accordance with generally accepted
accounting principles, and such determination shall be binding
upon the Venturers. Fifty percent (50%) of the net profits and
fifty percent (50%) of the net losses of the Venture shall be
allocated to FTET, and fifty percent (50%) of the net profits and
fifty percent (50%) of the net losses shall be allocated to BETT.
8. DISTRIBUTION OF REVENUES. All revenues and compensation
payable to the Venture and/or either of the Venturers in
connection with the Venture shall be deemed revenue to the
Venture and shall be allocated and disbursed in the following
manner in order of priority:
a. To pay any costs of the Venture
b. The remaining revenue shall be allocated and paid to each
Venturer in accordance with the profit sharing ratio set forth in
Paragraph 6 above.
The Venture shall maintain at its principal office accurate
books of account of all transactions pertaining to the Venture,
and each Venturer shall have the right, during reasonable
business hours, to examine and audit such books of account, or to
cause the same to be examined and audited, at its sole cost and
expense.
9. WARRANTIES AND REPRESENTATIONS. Each of the Venturers
hereby represents, warrants and agrees that it has the right to
enter into this Agreement and that it is not subject to any
obligation or disability which will, or might, prevent it from or
interfere with its fully keeping and performing all of the
covenants and conditions to be kept and performed by it hereunder
and that it has not made, and will not make, any grant or
assignment which will, or might, conflict with or impair the
complete enjoyment of the rights and privileges granted to the
Venture hereunder. Each of the Venturers agrees to indemnify the
other Venturer and to hold the other Venturer harmless from and
against any and all claims, actions, causes of action,
liabilities, damages, judgments, decrees, losses, costs and
expenses, including reasonable attorneys' fees, arising out of
any breach of any representations, warranties or agreements made
by it hereunder.
10. ASSIGNABILITY. Neither of the Venturers shall have the
right or power to sell, dispose of, assign, pledge, mortgage,
hypothecate or otherwise encumber (collectively, "Assignment")
its interest in the Venture without the prior written approval of
the other Venturer, and any Assignment or purported Assignment
shall not be effective or binding upon the Venture or the other
Venturer, except that each Venturer shall have the right to
assign its share of the revenues derived by the Venture without
such approval.
11. OUTSIDE ACTIVITIES. During and after the term of the
Venture, each of the Venturers shall be free to render services
in connection with any and all of its regular business
activities, hereto, it being understood that all so-called
"business opportunities", "corporate opportunities", "joint
venture opportunities" or other fiduciary opportunities are
hereby waived.
12. FUTHER DOCUMENTS. Each of the Venturers agrees to
execute, acknowledge and deliver any and all further documents
which may be required to carry into effect this Agreement and its
respective obligations hereunder, all of which further documents
shall be in accordance with and consistent with the terms of this
Agreement.
13. DISSOLUTION. The Venture shall be dissolved only upon
the occurrence of any of the following:
a. The mutual agreement of the Venturers;
b. The occurrence of any event which makes it unlawful for
the Venture business to be carried on or for the Venturers to
carry on the Venture;
c. The bankruptcy of either Venturer;
d. At the election of either Venturer, upon the occurrence
of a material breach by the other Venturer of this Agreement, who
has been served notice of the breach and has failed to cure same
within thirty days after notice;
e. Any other cause of dissolution provided for in the
Colorado or California Uniform Partnership Act; the Venturer may
not be dissolved for a period of five (5) years after the date
hereof by the will of either Venturer acing unilaterally without
the consent of the other Venturer; or
f. Upon dissolution of the Venture, the Venture assets,
after payment of creditors' claims, shall be distributed in
accordance with the applicable provisions of the Colorado or
California Uniform Partnership Act then in force.
14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado
applicable to agreements entered into and wholly performed
therein. Any other controversy or claim arising out of or
relating to this Agreement or the validity, construction or
performance of this Agreement, or the breach thereof, shall be
resolved by arbitration in accordance with the rules and
procedures of the American Arbitration Association situated in
Denver, Colorado, as said rules may be amended. Such rules and
procedures are deemed incorporated herein and made a part of this
Agreement by this reference. The parties agree that they will
abide by and perform any award (including, without limitation, as
the costs thereof) rendered in any such arbitration and that nay
court having jurisdiction may issue a judgment based upon such
award.
15. NOTICES. All notices, statements or other documents
which either Venturer shall desire to give to the other hereunder
shall be in writing. The addresses of the Venturers shall, until
further notice be:
FTET: First Entertainment Holding Corp.
0000 X. Xxxxxxxx, Xxxxx 0000
Xxxxxxxxx, XX 00000
Attn: Xx. X. X. Xxxxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
With a copy to: Xxxx Xxxxx
Xxxxxx, Guest and Esses
0000 Xxxxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
BETT:
With a copy to: Xxxxxx X. Xxxxxx
00000 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxxx Xxxxxx, XX 00000
16. BANK ACCOUNT. The Venture shall maintain bank
account(s) at a bank to be mutually approved by the Venturers,
into which all funds contributed to or received by the Venture,
shall be deposited. All withdrawals from such account(s) shall
require the joint signatures of a representative of each
Venturer, or a written authorization of same.
17. ENTIRE AGREEMENT. This Agreement contains the full and
complete understanding between the Venturers with reference to
the within subject matter, supersedes all prior agreements and
understandings, whether written or oral, pertaining thereto, and
cannot be modified except by a written instrument signed by both
of the Venturers. Each of the Venturers acknowledges that in
entering this Agreement it is not relying upon any representation
or promise made by the other or its agents or representative not
expressly contained in this Agreement has been.
IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.
First Entertainment Holding Corp.
By: /s/ X.X. Xxxxxxxx
A.B. Godlberg, President
Electronic Transactions &
Technologies/eConnect
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Chairman & CEO
