BUSINESS COOPERATION AGREEMENT
BETWEEN:
TOP SPORTS, S.A., a business company organized and ruled under
the laws of the Dominican Republic, with corporate offices at
Jardin des Arts Shopping Center, Suite 106, Jardines del
Embajador, 00 Xxxxxxxx Xxxxxx, Xxxxx Xxxxx, in the city of Santo
Xxxxxxx, National District, Dominican Republic, duly represented
herein by its President, Xx. Xxxx X. Xxxx, an Irish subject, of
legal age, marital status single, a businessman, bearer of Irish
Passport No. ________ domiciled and residing in this city of
Santo Xxxxxxx, National District, to be referred to hereinafter
as Top Sports; and
eConnect, a business company organized and ruled under the laws
of the United States of America, with corporate offices at 0000
Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx, Xxxxxx
Xxxxxx of America, duly represented by its President, Mr. Xxxxxx
Xxxxxx, a U.S. citizen, of legal age, marital status married, a
businessman, bearer of United States Passport No. ________,
domiciled and residing in San Xxxxx, California, United States of
America, to be referred to hereinafter as eConnect.
WHEREAS: Top Sports, S.A. and eConnect, Inc., both have
elements, assets and future projections in similar fields,
wherein their know-how, technology, personnel and infrastructure
may be efficiently and beneficially combined in the development
and advancement of both companies both in the area of physical
and on-line electronic gambling;
WHEREAS: eConnect, Inc., desires to diversify its range of
operations so as to include such business and electronic
interactivity solutions as are applied in the area of internet
and electronics to high cash flow and volume data transmission
businesses and projects such as are found in the gambling
business, an area which is growing significantly in the Dominican
Republic as well as In other countries where such operations are
permitted and regulated by the laws;
WHEREAS: eConnect, Inc., possesses the right combination of
know-how and expertise to apply said know-how and expertise
through the internet and on-line telephony particularly in their
electronic approach to the gambling business;
WHEREAS: Top Sports, S.A. desires to join in and cooperate with
an organization that will in turn provide managerial and
technical experience in order to project and attain such
consolidation and growth aims as have always been desired by the
shareholders of said company;
WHEREAS: Top Sports, S.A. has an installed infrastructure
consisting in several Sport Betting Banks, an area which is
developing and growing favorably in the Dominican Republic under
the laws in force;
WHEREAS: Top Sports, S.A. has through its shareholders and
officers considerable expertise and a large number of contacts
and relations in the gambling business both in the Dominican
Republic and in Ireland, a country which is among such
territories as are desired to be developed by the company.
WHEREAS: The financial, synergistical and developmental
advantages of a close cooperation are acknowledged by both
companies:
THEREFORE
THE PARTIES HAVE AGREED AND COVENANTED THE FOLLOWING:
ARTICLE I: A total of (4,997) shares in the subscribed and paid
up capital of Top Sports, S.A. are hereby purchased by eConnect,
Inc., for the following consideration and under the following
conditions: A) Thirty Thousand U.S. Dollars (US$35,000.00; B) One
Million (1,000,000) Class No.144 restricted shares in the
eConnect business company which may be purchased at the rate of
one hundred thousand (100,000) shares per month up to the total
amount of all such shares during a term of one (1) year as of the
execution hereof; and C) Two options to purchase (warrants)
shares in eConnect for the fixed price of Thirty Cents of a U.S.
Dollar (US$0.30) to be exercised in a 1:2 proportion during a
term of 12 months as of the date of sale. That is to say, the
ability or preferential option to purchase Two Million
(2,000,000) shares of stock in eConnect, Inc., during the 12
months following the execution hereof for the fixed price of
Thirty Cents of a U.S. Dollar (US$0.30). Said options to
purchase (warrants) to be finally purchased by TOP SPORTS may be
exercised and executed when eConnect shares shall reach or exceed
the above Thirty Cents of a U .S: Dollar (US$0.30) offering price
in the public stock exchange market of the United States of
America, no reduction in such a price to imply however any
restriction to the sale of the above mentioned shares.
ARTICLE II: As of the date hereof eConnect shall be the owner
and beneficiary of fifty percent (50%) of all assets, profits and
earnings and shall be in solido liable for fifty percent (50%) of
all liabilities, debts and obligations as Top Sports may have or
be liable for both in Dominican territory and elsewhere; said
assets shall include all Sports Betting Banks which are owned and
operated by Top Sports whether under lease or any other manner of
operation, as well as any future projects involving the
installation, development, operation and advancement of Sports
Betting Banks, on-line electronic games, on-line electronic
bookings or any future derivations therefrom. The parties herein
shall agree on the most convenient form for the communication of
any financial statements on these operations, so as to comply
with their obligations and receive any profits as resulted
therefrom.
PARAGRAPH I: The Parties herein agree that as of the date
hereof, any future projects involving the installation, purchase,
lease, management, development, operation and advancement of
Sports Betting Banks, on-line electronic gambling operations, on-
line electronic sports bookings or any future derivations
therefrom shall require the prior, unanimous and written
authorization of the parties hereto.
ARTICLE III. As of the date of execution hereof, Top Sports
shall be the owner and beneficiary of fifty percent (50%) of all
assets, profits or earnings and shall be in solido liable for
fifty percent (50%) of all liabilities, losses or obligations as
may be had both in the U.S. territory and elsewhere by the on-
line electronic virtual casino owned by eConnect located at the
xxx.000xxxx.xxx electronic address; the Parties herein shall
agree on the most convenient manner of communication of all
financial statements regarding said on-line electronic virtual
casino for the purposes of complying with their obligations and
receiving any profits deriving therefrom.
PARAGRAPH I: The parties herein agree hereby that Top Sports and
eConnect shall within a term not to exceed six (6) months as of
the date hereof, organize, develop and operate an on-line
electronic sportsbook to be sited if possible in the world wide
web under the xxx.xxxxxxxxxxxx.xxx electronic address, where bets
for all types of sporting events shall be accepted; the
infrastructure, physical base and logistics of such on-line
electronic sports bookings shall be located at Top Sports
premises in the Dominican Republic.
PARAGRAPH II: The parties herein agree that the development and
operation of the above on-line electronic sportsbook shall be
ruled by the provisions herein, that is to say, that both parties
hereto shall own and shall each one assume fifty percent (50%) of
all costs, installation, operation, development and payment
expenditures, while each one shall own fifty percent (50%) of all
profits and earnings as may derive therefrom.
ARTICLE IV: The parties herein agree that all logistical and
technical aspects involved in the physical requirements of the
operation of the online electronic virtual casino at the
xxx.000xxxx.xxx electronic address shall as of the time of
execution hereof be transferred to the installations and
infrastructure specially designated and made available by Top
Sports therefor;
ARTICLE V: Top Sports agrees to secure and employ such technology
as is owned, made available or represented by eConnect in all
operational aspects of Top Sports, provided however, it were
technically and financially feasible to employ said technologies
in the area of operations of Top Sports;
ARTICLE VI: THE PARTIES herein agree that as of the execution
hereof any communications of a financial nature, whether for use
by the parties or for public information as may be given during
the term hereof at the request of any governmental, state,
municipal, bank or exchange authorities for the purposes of or in
compliance with or in the construction of the whole or a part
hereof shall be provided through financial statements duly
certified by a U.S. or Dominican Certified Public Accountant
(C.P.A.).
ARTICLE VII: The PARTIES herein agree that the Board of Directors
shall include, but shall not be limited to at least one (1)
representative appointed by eConnect and one Top Sports officer.
ARTICLE VIII: eConnect acknowledges hereby that apart from the
specific provisions herein, Top Sports shall have no relation as
dependent, subordinate or affiliate of eConnect, and
consequently, shall not be liable for any obligations,
liabilities, in or out of court lawsuits, civil actions whether
in Dominican or U.S. territory resulting from any actions or
omissions, or obligations assumed or undertaken in and during the
exercise of its business operations during any period of time
prior to or preceding the date of execution hereof;
PARAGRAPH I: eConnect formally waivers hereby any pretension or
claim as to any profits, earnings, commissions, dividends,
values, real or movable assets made, resulted, earned or acquired
by Top Sports before the date of execution hereof.
ARTICLE IX: Top Sports acknowledges hereby that apart from the
specific provisions herein, eConnect has to relationship as
dependent, subordinate or affiliate with it, and consequently,
shall not be liable for any obligations, liabilities, court or
extra court lawsuits or civil actions whether in Dominican or
U.S. territory resulting from any actions or omissions or
obligations assumed or undertaken in and during the exercise of
its business operations during any period of time prior to or
preceding the date of execution hereof.
PARAGRAPH I. Top Sports formally waivers hereby any pretension
or claim related to any profits, earnings, commissions,
dividends, values, real or movable assets made, resulting, earned
or acquired by eConnect before the date of execution hereof.
ARTICLE X: The agreement herein is entered into for an
indefinite term of time and may be terminated by mutual, prior
and written consent of the parties.
ARTICLE XI: The PARTIES herein agree hereby that their
obligations hereunder shall not be assigned in whole or in part
to any third party, whether individual or corporation except with
the prior, written and mutual Consent of the parties.
ARTICLE XII: The PARTIES herein expressly provide that in the
event of breach of any of their obligations hereunder by anyone
of the parties, the agreement herein shall be automatically
terminated and the guilty party shall be liable for any damages
resulting for the party, which were not in fault.
ARTICLE XIII. The PARTIES herein agree that the only laws that
shall apply in the event of any differences resulting herefrom
shall be the laws of the Dominican Republic.
ARTICLE XIV.
1. In the event of any differences in the construction hereof, or
respecting the rights or obligations arising herefrom, any such
difference shall be referred to and decided by arbitration.
2. If the parties herein agreed on the appointment of one single
arbiter, the arbitration tribunal shall be made up by that one
single arbiter.
3. If the parties did not agree on the appointment of one single
arbiter, each one of them shall appoint one arbiter, and these
two arbiters shall then designate a third arbiter so as to have
an odd number of arbiters.
4. Whenever any such arbitration tribunal included more than one
member, any decision rendered shall be by majority vote.
5. The arbitration tribunal shall establish its own procedure. Any
decision rendered shall include instructions on the division of
costs and expenditures related to the arbitration procedure,
including arbiters' fees. Any award rendered shall be final for
both parties.
6. For all purposes and consequences hereof, the parties choose
domicile as follows:
eConnect - at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxxxxxx, Xxxxxx Xxxxxx of America.
TOP SPORTS at Plaza des Arts, Suite 106, Jardines de El
Embajador, Avenida Sarasota Xx. 00, Xxxxx Xxxxx, Xxxxx Xxxxxxx,
Xxxxxxxx Xxxxxxxx.
eCONNECT
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
TOP SPORTS, S.A.
By: /s/ Xxxx Xxxx
Xxxx Xxxx, President
