SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), is entered into as of
the ____ day of August, 2000, by and between Worldnet Resources Group, Inc., a
Utah corporation of 0000 Xxx Xxx Xxxxxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX 00000
("WNRG") 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
A. EnterTech possesses expertise in the entertainment industry.
B. WNRG possesses expertise in the Internet and Video Streaming.
C. The Parties desire to:
(1) Exchange a number of ordinary common shares with one another (the "Shares")
as detailed in Schedule "A" and; (2) Appoint a single Director to each of the
others Board of Directors and; (3) 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.
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The Parties agree to issue the necessary share certificates
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.
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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 Board they are nominated
and such approval shall not be unreasonably withheld. Xxxx
Xxxxxx shall be the initial appointee to the Board of
Directors of WNRG 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.
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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.
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The Parties hereby agree to work together to further their
general mutual objectives which include but are not limited to
the following:
(4) The streaming of feature film and short films and related content to users
of the Internet who visit websites operated by the Parties and;
(5) The exchange of relevant market information and expertise and;
(6) The mutual promotion of each of the Parties business models and interests.
5. Miscellaneous.
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(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 of 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.
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(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.
(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 counsel fees and accountant fees.
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EnterTech Media Group, Inc. Worldnet Resources Group, Inc.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxxx Xxxxx
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Xxxx Xxxxxx, President Xxxxxxx Xxxxx, President
Date: 8-10-00 Date: 8-10-00
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Schedule A
Details of Shares to be exchanged by the Parties:
1. Worldnet Resources Group, Inc., shall issue 10,000,000 (ten million) new
restricted ordinary common voting shares to EnterTech Media Group, Inc. WNRG
agrees that 50% (fifty per cent) of these shall be included in the first
registration statement after the date of this Agreement that it files with
the SEC.
2. EnterTech Media Group, inc., shall issue 2,000,000 (two million) new
restricted ordinary common voting shares to Worldnet Resources Group, Inc.
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