10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
JOINT VENTURE PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into by and
between E-NET FINANCIAL CORPORATION, hereinafter referred to as "Purchaser" or
"E-NET"; and EMB, CORPORATION, hereinafter referred to as EMB or "Seller".
PREAMBLE
WHEREAS, the Seller, a corporation organized under the laws of the State of
Hawaii, holds a Fifty Percent (50%) Interest in XXX.XXX JV PARTNERS (VPN); and
WHEREAS, the Purchaser desires to acquire said interest in Joint Venture;
and
WHEREAS, Seller is agreeable to the foregoing:
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein the parties hereto agree and contract as follows:
ARTICLE ONE
PURCHASE PROVISIONS
1.1 Purchase and Sale
The Seller hereby agrees to sell to the Purchaser and Purchaser hereby
agrees to purchase from Seller the aforementioned Interest in VPN, in and
for the total sum of Five Hundred Thousand (500,000) Shares of EMB
Corporation Common Stock as set forth in APPENDIX I.
1.2 This agreement shall survive any reorganization, merger, or change of
control of EMB, Corporation occurring during the term hereof.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES
2.1 SELLER
Seller does hereby represent and warrant to the Purchaser, as a material
inducement to its entry into this Agreement, that prior to the close
of this Agreement, that:
(a) The conduct of the Corporation's business is in full compliance with
all applicable Federal, state and local governmental statutes, rules,
regulations, ordinances and decrees;
(b) Upon execution of this agreement, Purchaser will become the owner of
record of the Corporation's interest in XXX.XXX JV PARTNERS
(c) The Corporation is not a party to any agreement or understanding for
the sale or exchange of inventory or services for consideration other
than cash or at a discount in excess of normal discount for quantity
or cash payment;
(d) The Corporation has filed with the appropriate governmental agencies
all tax returns and tax reports required to be filed; all Federal,
state and local income, franchise, sales, use, occupation or other
taxes due have been fully paid.
(e) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby do not require the consent, authority
or approval of any other person or entity except such as has been
obtained;
(f) Annexed hereto and made a part hereof as part of APPENDIX I are true,
correct and current copies of the Corporation's Articles of
Incorporation.
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
ARTICLE THREE
MISCELLANEOUS
GENERAL PROVISIONS
1. ENTIRETY
This Agreement together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
2. SURVIVAL
The several representations, warranties and covenants herein shall survive
the execution hereof and shall be effective regardless of any investigation
that may have been made or may be made by or on behalf of any party. The
Seller hereby covenants that he has not failed to disclose any material
fact or circumstance to Purchaser, which if known to the Purchaser prior to
or during this transaction would alter the Purchaser's decision as to if or
in what manner the Purchaser would acquire the subject shares from Seller.
3. SEVERABILITY
If any provision of this Agreement or any application of such provision to
any person or circumstance shall be held invalid or unenforceable, the
remaining portions of such provision and the remaining provisions of this
Agreement shall not be affected thereby.
4. GOVERNING LAW
This Agreement be construed in accordance with the laws of the State of
Nevada.
5. LITIGATION
In the event disputes arise from a difference of interpretation of or the
failure of either party to perform the terms of this Agreement, such
disputes shall not be litigated but submitted to binding arbitration for
final settlement. For the purposes of this Agreement, any damages, and
costs arising from such disputes awarded to the prevailing party shall not
exceed the sum of $100,000.00 plus interest at 10% APR, attorney, and
arbitration costs in the aggregate; with such sum being deemed liquidated
damages hereunder.
6. BENEFIT OF AGREEMENT
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties their successors, estate, heirs and legatees.
Notwithstanding anything contained herein elsewhere, no portion of this
agreement or any rights granted thereunder may be assigned, transferred, or
hypothecated by Purchaser without the prior written consent of Seller.
7. FURTHER ASSURANCES
The parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfer, conveyances, powers of
attorney, assurances, stock certificates and other documents, as may, from
time to time, be required herein to effect the intent and purposes of this
agreement.
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
8. STATUS
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship or principal agent relationship; but, rather, the relationship
established pursuant hereto shall be that of Purchaser and Seller.
9. TERMINATION
In the event that both parties fail to complete the terms and conditions of
this Agreement, as contemplated in Article One hereof, then this Agreement
shall be deemed terminated and void as between the Parties, with no party
having any rights or liabilities against the other. The term of this
agreement shall not exceed five years from date of the execution hereof.
10. AMENDMENT
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evidenced by a written instrument,
subscribed by both parties to this Agreement.
11. NOTICES
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
TO PURCHASER;
0000 Xxxxxxxx Xxxxxx Xxxxx, #000X
Xxxxxx Xx 00000
TO EMB, Corporation:
0000 X. Xxxxxxx Xx. 0xx Xxxxx
Xxxxx Xxxx Xx 00000
IN WITNESS WHEREOF, the parties hereto execute this agreement on the date stated
below.
SELLER:
EMB Corporation
BY:__________________________ Date:_________________
PURCHASER:
e-Net Financial Corporation
BY_____________________ Date:________________
include: APPENDICES I
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
APPENDIX I
DESCRIPTION OF CONSIDERATION FOR THE PURCHASE
OF EMB CORPORATION'S INTEREST IN XXX.XXX JV PARTNERS
Terms and conditions of payment:
3. E-Net Financial Corporation to transfer ownership in 500,000 shares of
EMB Common Stock upon execution of this Agreement.
