CONTRACT OF PARTNERSHIP
BETWEEN
TOP SPORTS, U.S.A., commercial society, constituted and regulated
by the Laws of the Dominican Republic, with its social address
located in the suite No. 106 of the commercial Center "Jardin Des
Artes", Jardines del Embajador, situated at Xxxxxxx Xxxxxxxx Xx.
00, of the neighborhood of Bella Vista, in the city of Santo
Xxxxxxx, National District, Dominican Republic, duly represented
by its President Xx. Xxxx X. Xxxx, Irish, of legal age,
unmarried, businessman, bearer of Irish passport No. M371523,
domiciled and resident in the city of Santo Xxxxxxx, National
District, and that hereinafter this Contract shall be denominated
as Top Sports, S.A., and;
ECONNECT, INC., commercial society, constituted and regulated by
the Laws of The United States of America, with its social address
at the 2500 Villa Xxxxxxxx Xxxxxx in the Suite No. 112, at San
Xxxxx, California, The United States of America, duly represented
by its President, Mr. Xxxxxx Xxxxxx, North America, of legal age,
married, businessman, bearer of North American passport No.
______________, domiciled and resident in the city of San Xxxxx,
California, and that hereinafter this Contract shall be
denominated as eConnect, Inc.;
INASMUCH AS: The commercial society Top Sports, S.A. and
eConnect, Inc. have elements, assets and future projections in
similar fields, where the experience, technology, personnel and
infrastructure of both can be combined in an effective and
beneficial way, for the development and evolution of both
companies in the gaming industry of games and chance, as much in
the electronic commerce on-line;
INASMUCH AS: The commercial society eConnect, Inc wishes to
diversify its rank of operations and to integrate the solutions
of electronic commerce and interactivity in the environment of
the Internet and electronics, to businesses and projects of high
cash flow and volume of data transmission, like that found in the
gaming industry of games of chance, a great growth sector as much
in the Dominican Republic as in other countries where these
activities are allowed and governed by the Law;
INASMUCH AS: The commercial society eConnect, Inc. possesses
the correct mixture of technological knowledge and experience in
its applications to integrate these knowledge and experiences in
the sector of the gaming industry of games of chance, specially
in its electronic approach through Internet and of telephony on-
line;
INASMUCH AS: The commercial society Top Sports, S.A. wishes to
integrate and to cooperate with an institution that can,
simultaneously, to provide managerial and technical experience,
aimed at projecting and obtaining the objectives of consolidation
and growth that the shareholders of this society always have
wished;
INASMUCH AS: The commercial society Top Sports, S.A., as far as
their shareholders and executives, counts on a great experience
and ample connections and relationships in the gaming industry of
games of chance, as much in the Dominican Republic as in the
Republic of Ireland, a nation that is among the territories to
develop by this society;
INASMUCH AS: Both societies recognize the economical,
synergistical and evolutionary advantages of a narrow and near
collaboration;
THEREFORE:
THE PARTIES AGREED AND CONCURRED ON THE FOLLOWING:
ARTICLE I. The commercial society eConnect, Inc. acquires the
sum of 4,997 shares of the Subscribed and Paid-in Capital of Top
Sports, S.A. by the following amount and conditions A) Thirty-
Five Thousand (US$35,000.00) North American Dollars; B) One
Million (1,000,000) of Restricted Shares Class No. 144 of the
commercial society eConnect, Inc.; and C) Two Purchase Options
(Warrants) of shares of the commercial society eConnect, Inc. at
the fixed price of Thirty Cents of North American Dollars
(US$0.30) to be exerted in a proportion 1:2 within the term of 12
months as from the date of the company signature of this
Contract, at the fixed price of Thirty Cents of North American
Dollar (US$0.30).
ARTICLE II: As from the date of subscription of this Contract
eConnect, Inc. shall be proprietor and shall be beneficiary of
the fifty percent (50%) of all the assets, benefits and gains, an
shall share in common jeopardy by the fifty percent (50%) all the
liabilities, losses or obligations that Top Sports, S.A. can
hold, to be titled or to be forced as much in the Dominican
territory as outside Dominican territory. Mentioned assets
consist of all Sportsbooks of which Top Sports, S.A. is
proprietor, operates in renting to another modality or operation,
such as in all possible projects that involve the installation,
development, operation and evolution of Sportsbooks, operations
of electronic games of chance on-line, electronic Sportsbooks on-
line or any derivation that can arise in the future. The PARTIES
shall decide the most convenient way to communicate. The
Certified Financial Statements attributable to the exercise and
the operations of the society, aimed at fulfilling their
obligations and at perceiving the benefits attributable to these
operations.
PARAGRAPH 1: The PARTIES shall decide that as of the date of
subscription of this Contract, any possible project that
surrounds the installation, acquisition, renting, administration,
development and evolution of the Sportsbooks, operations of
electronic games of chance, electronic Sportsbooks on-line or any
derivation of which can arise in the future, shall count on the
previous, unanimous and written will of the PARTIES that
subscribe.
ARTICLE III: As from the date of subscription of this Contract,
eConnect, Inc. shall be proprietor of the fifty percent (50)%) of
all the assets, benefits or gains and shall share in common
jeopardy by the fifty percent (50%) of all the liabilities,
losses or obligations that the electronic virtual casino on-line
property of eConnect, Inc., located in the electronic direction
xxx.000xxx.xxx can hold, to be titled or forced, as much in North
American territory as outside North American territory. The
PARTIES shall decide the most convenient way to communicate the
Certified Financial statements attributable to this electronic
virtual casino online, aimed at fulfilling the obligations and
perceiving the benefits derived from its operation. Final
management decisions on xxx.000xxx.xxx shall be shared between
Top Sports, S.A. staff and eConnect, Inc. staff;
PARAGRAPH I: The PARTIES decide that Top Sports, S.A. and
eConnect, Inc., by virtue of this same Contract, and in a non-
greater term of six (6) months as of the date of subscription of
this Contract, shall constitute, develop and operate the
electronic Sportsbooks on-line, that shall be located, whenever
is possible, in the World Wide Web in the following electronic
direction: xxx.xxxxxxxxxxx.xxx, where all type of sport events
bets shall be accepted. The infrastructure, physical and
logistical base for electronic Sportsbooks on-line shall be
located in Top Sports, S.A. Dominican installations. Final
decisions on xxx.xxxxxxxxxxx.xxx shall be shared between
eConnect, Inc. staff and Top Sports, S.A. staff;
PARAGRAPH II: The PARTIES decide that the creation and operation
of electronic Sportsbooks on-line shall be ruled by the
stipulations contained in this Contract, it is to say, that both
PARTIES shall be proprietary and shall assume each one the fifty
percent (50%) of the costs and expenses of installation,
operation, development and payment of bets, as well as be titled
each one of the PARTIES, of the fifty percent (50%) of the gains
and benefits that it can yield in the course of the operations;
ARTICLE IV: The PARTIES decide that all logistical and technical
aspects that surround the physical necessities required for the
operations of the electronic virtual casino on-line, located in
the electronic direction xxx.000xxxx.xxx, shall be, as from the
moment of the subscription of this Contract, transferred to the
facilities and infrastructure available for such an aim and set
up especially for Top Sports, S.A.;
ARTICLE V: Top Sports, S.A. decides to acquire and to use the
available technology owned or represented by eConnect, Inc., in
all the aspects of the operations of Top Sports, S.A., as long as
it is technical and economically feasible to use this
technologies in the field, goal of the operations for Top Sports,
S.A.;
ARTICLE VI: The PARTIES decide that, as from the subscription of
this Contract, all communication of financial nature shall be for
Inter-Parties use or for public information use, that can arise
during the course of this Contract, upon requirement of the
Government authority, state, municipal, banking or stock
marketing. At the aim of or in fulfillment of, the
interpretation of the totality or part of this Contract shall be
made by way of financial statements properly certified by an
Authorized Public Accountant of Dominican or North American
nationality;
ARTICLE VII: The PARTIES decide that at least one (1)
representative, properly appointed by eConnect, Inc., shall be a
member of the Board of Administration or an executive of Top
Sports, S.A. without this number or position being limited in
number or position to be occupied;
ARTICLE VIII: ECONNECT, INC. recognizes that outside of the
specifically stipulated in this Contract, Top Sports, S.A. does
not maintain any relation of dependency, subordination or
subsidiarity with it and, therefore, cannot be responsible for,
receiver or be titled of obligations, liabilities, litigations,
actions, be these: judicial or extra judicial, as much in the
Dominican territory as in North American territory. By committed
actions or omissions, assumed or contracted debts, assumed or
contracted obligations on and during the exercise of its
activities, in any period of time previous to the date of
subscription of this Contract;
PARAGRAPH I: ECONNECT, INC. formally resigns to any pretension
or claim related to benefits, gains, commissions, dividends,
valuables, movable and immovable properties that have been
realized, generated, gained or acquired by Top Sports, S.A.,
previous to the date of subscription of this Contract;
ARTICLE IX: TOP SPORTS, S.A. recognizes that outside of the
specifically stipulated in this Contract, eConnect, Inc. does not
maintain any relation of dependency, subordination or
subsidiarity within and, therefore, cannot be responsible for,
receiver or be titled of obligations, liabilities, litigations,
actions, be these: judicial or extra judicial, as much in the
Dominican territory as in North American territory. By committed
actions or omissions, assumed or contracted debts, assumed of
contracted obligations on and during the exercise of its
activities, in any period of time previous to the date of
subscription of this Contract;
PARAGRAPH I: TOP SPORTS, S.A. formally resigns to any
pretension or claim related to benefits, gains, commissions,
dividends, valuables, movable and immovable properties that have
been realized, generated, gained or acquired by Top Sports, S.A.
previous to the date of subscription of this Contract;
ARTICLE X: This Contract is agreed to per indefinite time and
shall solely be terminated by mutual consent of the PARTIES, or
in case of breach of some or the totality of the clauses that
form it;
ARTICLE XI: The PARTIES decide that neither part nor the
totality of the obligations stipulated by them shall be yielded
or transferred to third persons, either physical or moral,
without previous written warning and the mutual consent of the
PARTIES subscribing this Contract;
ARTICLE XII: The PARTIES stipulate in an express way, that in
case of violation by anyone of the PARTIES, of anyone of the
obligations stipulated in this Contract, the same shall be
terminated in full right, and that PARTY shall be responsible in
front of the other of the damages and prejudices that this breach
causes;
ARTICLE XIII: The PARTIES decide that the only Laws applicable
to any differendum that shall arise on the occasion of the
execution of the present contract, shall be those of the
Dominican Republic;
ARTICLE XIV:
1. In case that any dispute related to the interpretation shall
arise from this agreement, concerning the rights or obligations
based or related to this agreement, such dispute shall be
deferred and shall be concluded by arbitration.
2. If the PARTIES decide the allocation of a single one arbitrator
the arbitration court shall constitute a single one designated
arbitrator.
3. If the PARTIES do not agree with a single one designation each
PARTY shall designate and the designated arbitrators shall
designate an additional arbitrator in order to stipulate an odd
number.
4. When an arbitration court consists of more than one arbitrator
the judgment shall be given by a majority of votes.
5. The court of arbitration shall establish its own procedure. Its
decision must include instructions on the distribution of costs
and expenses related to the process of the arbitration, including
the honoraries of the arbitrators. The judgment shall final and
conclusive for both PARTIES.
6. The arbitration shall be made in the city of Santo Xxxxxxx,
National District, Dominican Republic and each participant agrees
to be put under the arbitration according to the procedures
established by the Law concerning cases of arbitration of the
Dominican Republic, accepting the established Law and its
modifications.
ARTICLE XV: For the aims and consequences of the present Contract
the PARTIES make selection of domiciles in the following way:
eConnect in 0000 XXXXX XXXXXXXX XXXXXX, XXXXX XX. 000, XXX XXXXX,
XXXXXXXXXX, XXXXXX XXXXXX OF AMERICA.
Top Sports, S.A., in SUITE XX. 000, XXXXX XXX XXXX, XXXXXXXX XXX
XXXXXXXXX, AVENIDA SARASOTA XX. 00, XXXXXX XXXXX XXXXX, XXXXX
XXXXXXX, DISTRITO NACIONAL.
Made and signed in good faith in the city of Santo Xxxxxxx,
National District, Dominican Republic, on the twentieth (20th)
day of the month of November of year one thousand, nine hundred
and ninety-nine (1999) in three originals of the same tenor and
effect: one for each on the contracting PARTIES, and other for
legal aims that are proceedings.
eCONNECT
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
TOP SPORTS, S.A.
By: /s/ Xxxx Xxxx
Xxxx Xxxx, President
