AGREEMENT
This Agreement is entered into this 20th day of July, 2000, by
and between eConnect, a Nevada corporation, and Top Sports, S.A.
("Top Sports"), a Dominican Republic entity.
WHEREAS, the eConnect and Top Sports (each a "Party" and both
collectively referred to herein as the "Parties") entered into an
agreement, dated December 9, 1999, by which eConnect obtained a
50% interest in Top Sports, and
WHEREAS, Xxxx Xxxx, the owner of the common stock of Top Sports,
received a portion of the consideration described in the December
9, 1999 agreement, for this 50% interest, and
WHEREAS, the Parties entered into a second agreement, dated
January 1, 2000, by which eConnect was to purchase the remaining
portion of Top Sports, and
WHEREAS, the Parties, by verbal agreement dated June 20, 2000,
agreed to modify the two previous agreements,
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. eConnect shall establish "eConnect Caribbean, S.A." as a
Dominican Republic subsidiary.
2. Xxxx Xxxx shall be employed as the President of eConnect
Caribbean, S.A. for a term of three years.
3. Xx. Xxxx shall receive twenty-five percent (25%) of the
common stock of eConnect Caribbean, S.A.
4. Xx. Xxxx shall tender to eConnect all common stock in Top
Sports together with all signatures, endorsements, and other
representations required to transfer ownership of the stock to
eConnect.
5. Xx. Xxxx represents that upon the tendering of the common
stock referenced above, eConnect will own 100% of the common
stock of Top Sports.
6. Xx. Xxxx agrees to resign from the Board of Directors, or
other similar governing body, of Top Sports.
7. Xx. Xxxx shall keep all consideration he has received to-
date under the December 9, 1999 and January 1, 2000 agreements,
and is entitled to no other consideration under either of those
agreements.
8. The Parties agree to negotiate a formal employment contract
for Xx. Xxxx.
9. The effective date of this Agreement shall be April 1, 2000.
Each Party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this
Agreement and the performance of its obligations hereunder. As
each Party contributed to the drafting of the Agreement, the rule
holding that language in an agreement shall be interpreted
against the drafting party shall not be applied in the
interpretation of this Agreement.
The failure of either Party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be
considered a waiver or deprive that Party of the right thereafter
to insist upon strict adherence to that term or any other term of
this Agreement. Any waiver must be in writing.
This Agreement supersedes all prior agreements among the Parties
with respect to its subject matter, including the December 9,
1999 and January 1, 2000 agreements, and cannot be changed or
terminated orally.
This Agreement may be executed in two or more counterparts, each
of which shall be considered an original, but all of which
together shall constitute the same instrument.
This Agreement and (unless otherwise provided) all amendments
hereof and waivers and consents hereunder shall be governed by
the internal law of the State of Nevada, without regard to the
conflicts of law principles thereof. In the event of a dispute
concerning the terms of this Agreement or the payment of any fees
due hereunder, the dispute shall be submitted to binding
arbitration pursuant to rules of the American Arbitration
Association.
In the event that any provision of this Agreement is held to be
unenforceable, the remainder of this Agreement shall continue in
effect to the extent possible in order to continue the original
intent of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be executed by their respective officers, hereunto duly
authorized, and entered into as of the date first above written.
Top Sports, S.A. eConnect
By: /s/Xxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx
Print Name:
Print Name: Xxxxxx X. Xxxxxx
Xxxx Xxxx
Title: Chairman and CEO
Title: President
