AGREEMENT AND PLAN OF ACQUSITION
This Agreement made as of the ninth day of September, 1999, by
and among eConnect, a Nevada corporation ("eConnect") and
PowerClick, Inc., a Nevada corporation (the "Company"):
WHEREAS, the Board of Directors of eConnect have determined
that it is in the best interest of its shareholders to approve
the business combination transaction provided for herein whereby
theArtAuction (xxx.xxxXxxXxxxxxx.xxx) will be acquired by
eConnect.
NOW, THEREFORE, in consideration of the agreements
hereinafter contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties
hereto agree as follows:
ARTICLE I
PURCHASE PRICE
1.2 Purchase Price. Upon the sale, transfer and delivery to
eConnect by the Company and its shareholders of theArtAuction
(xxx.xxxXxxXxxxxxx.xxx) and in an aggregate of 2,000,000 shares of
eConnect common stock.
The Company certificates evidencing an aggregate of 2,000,000
shares of eConnect common stock are paid as follows:
1,000,000 shares of registered free trading common stock.
1,000,000 shares of one year - restricted common stock
The eConnect shares issued to the Company in accordance with the
terms hereof shall be deemed to have been fully paid and non-
assessable and issued as applicable, in full satisfaction of all
rights pertaining to such shares of theArtAuction (xxx.xxxXxxXxxxxxx.xxx).
ARTICLE II
BREACH
2.2.1 No Breach. Neither the execution and delivery of this
Agreement nor compliance by the Company with any of the
provisions hereof, nor the consummation of the transactions
contemplated hereby, will:
(a) violate or conflict with any provision of the Certificate
of Incorporation or By-laws of the Company:
(b) violate or, alone with the passage of time, result in the
material breach or termination of, or otherwise give any
contracting party the right to terminate, or declare a default
under, the terms of any agreement or other document or
undertaking, oral or written to which the Company is a party or
which any of them or any of their respective properties or
assets may be bound (except for such violations, conflicts,
breaches or defaults as to which require waivers or consents by
other parties have been or will, prior to the Closing, be
obtained);
(c) result in the creation of any lien, security interest, charge
or encumbrance upon any of the properties or assets of the
Company pursuant to the terms of any such agreement or
instrument;
(d) violate any judgment, order, injunction, decree or award
against, or binding upon, the Company, or upon its respective
properties or assets; or
(e) violate any law or regulation of any jurisdiction relating to
the Company, its securities, assets or properties.
ARTICLE III
REPRESENTATION AND WARRANTIES OF ECONNECT
eConnect makes the following representations and warranties
to the Company, each of which shall be deemed material (and the
Company, in executing, delivering and consummating the
Agreement, has relied and will rely upon the correctness and
completeness of each of such representations and warranties):
3.1 Valid Corporate Existence; Qualification. eConnect is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. eConnect has
the corporate power to carry on its business as now conducted
and to own its assets. The copies of the Certificates of
Incorporation (as certified by the Secretary of the State of
Nevada) and By-Laws (as certified by the secretary of eConnect,)
are true and complete copies of those documents as now effect.
The minute books of eConnect contain accurate records of all
meetings of its Board of Directors, and stockholders since its
incorporation, and accurately reflect all transactions referred
to therein.
3.2 Corporate Authority: Binding Nature of Agreement: etc.
eConnect has the corporate power to enter into this Agreement
and to carry out its obligation hereunder. The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by
the Board of Directors of eConnect prior to the closing. This
Agreement constitutes the valid and binding obligations of each
of eConnect and is enforceable on accordance with its terms.
3.3 Untrue or Omitted Facts. To the knowledge of eConnect,
after reasonable inquiry, no representation, warranty or
statement by eConnect in the Agreement contains any untrue
statement of a material fact or omits or will omit to state a
fact necessary in order to make such representation, warranties
or statements not materially misleading. Without limitation of
the foregoing, there is no fact known to eConnect after
reasonable inquiry, that has had, or which may be reasonably
expected to have, a materially adverse effect on eConnect or any
of its assets, properties, operations or businesses and that has
not been disclosed in writing to the Company.
ARTICLE IV
COMPANY INFORMATION
Since the Company must at all times rely upon the accuracy and
completeness of information supplied to it by eConnect's
officers, directors, agents, and employees, eConnect agrees to
indemnify, hold harmless, and defend the Company at eConnect's
expense, in any proceeding or suit which may arise out of and/or
due to any inaccuracy or incompleteness of material information
supplied by eConnect to the Company.
ARTICLE V
ASSIGNMENT
This Agreement is intended to be binding upon and shall insure
to the benefit of the parties, their successors, and assigns.
ARTICLE VI
ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of, or relating to, this
Agreement or any breach thereof shall be submitted for
arbitration before the American Arbitration Association ("AAA"),
California, under the Commercial Arbitration Rules of the AAA.
Judgment upon any such award rendered thereby may be entered in
any court having jurisdiction thereof, and no jurisdiction shall
exist in any other International or Domestic court, tribunal,
forum or agency, except to confirm any award made as a judgment.
ARTICLE VII- MISCELLANEOUS
This Agreement constitutes as the entire Agreement between
eConnect and the Company relating to provided services outlined
herein for the compensation provided herein. It supercedes all
prior or contemporaneous communications, representations or
agreements, whether oral or written, with respect to the subject
matter hereof and has been induced by no representations,
statements or agreements other than those expressed herein. No
agreements hereinafter made between the parties shall be binding
on either party unless reduced to writing and signed by an
authorized of the party bound hereby.
ARTICLE IX
EXECUTION
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized officers.
eConnect
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx S, Xxxxxx, President
PowerClick, Inc.
By: /s/ Xxxxxxxxx Xxxxxxx
Xxxxxxxxx Xxxxxxx, President
