CHINA-SINGAPORE-HONG KONG-MACAO
JOINT VENTURE AGREEMENT
AGREEMENT made and entered into this 27th day of March 2000 by
and between eConnect, and Xxxxxxx Xxxxxxx and Xx-Xxxx Xxxxxxx
(hereinafter "Kesslers"). The parties hereto have agreed and by
these statements do hereby agree to associate themselves as Joint
Venturers on the following terms and conditions.
PURPOSE OF JOINT VENTURE
Create a joint venture between eConnect and Kesslers. Kesslers
will deliver a delegation from China to a meeting in the United
States with eConnect to discuss launching eConnect services in
China. Subsequent meetings with China Delegation contact(s) and
their associates will explore forging business relationships in
Singapore, Hong Kong, Macao and other countries.
TERMS OF AGREEMENT
1. Responsibilities: Kesslers will deliver the China
Delegation to a meeting in the United States. Kesslers (Li-Wang)
a trusted resource to the head of the China Delegation will
provide translation services (Mandarin) to the delegation and
facilitate relationship - building between the China Delegation
and eConnect to facilitate successful negotiations and execution
of agreements. Kesslers will work to enhance communication with
the China Delegation and create all necessary documents and
correspondence in English.
2. Compensation Paid by eConnect to Kesslers:
(a) 300,000 shares of free-trading eConnect stock. A flat fee in
stock for delivering the China Delegation to an eConnect meeting
hosted in the United States and not contingent upon any outcomes
of the meeting. Said compensation to be due Kesslers upon
commencement of the China Delegation meeting.
(b) 1% of daily transaction fee revenue generated from a China
portal, and 1% of daily transaction fee revenue generated from
other portals and agreements arising out of the China delegation
and their associates. Said compensation to be paid to Kesslers
every thirty (30) days.
(c) 300,000 shares of free trading eConnect stock per location
for each Proof of Concept Test generated or if the subject test
is waived then for each eConnect portal established/initiated at
each location excluding China (Proof of Concept Test is set forth
in Exhibit A - attached hereto and incorporated by reference).
3. Compensation Justification: The parties hereto recognize
China as one of the most potentially lucrative and difficult
markets to penetrate in the world. The parties further recognize
that Contacts/Personal Relationship is the only access to
presenting and sustaining business in the cultural context of
China and that influential and reliable contacts are extremely
difficult to establish. The above compensation is based on:
(a) The caliber of this China Delegation and their ability to
interact with high level decision makers in China and elsewhere,
and
(b) The long-term relationship of trust established between
Kesslers and the head of the China Delegation, which will
minimize communication, cultural, and trust impediments of doing
business with this group, and ultimately to penetrating the
markets in which they have influence.
4. Additional Compensation: In addition to the compensation as
set forth above, as additional consideration to Kesslers for
entering into this Agreement, eConnect will upon execution of
this Agreement deliver to Kesslers 35,000 shares of free-trading
eConnect stock that was owed to Kesslers by eConnect from a
previous business transaction (issuance of shares to Xxxxxxx
Xxxxxxx).
5. Taxes: Each party is only solely responsible for the
payment of their own taxes (State and Federal) that arises from
this Agreement.
6. Term of Joint Venture: The term of this Joint Venture shall
commence on execution of this Agreement and continues until the
Kesslers elect to end their active participation and only be
entitled to receive their compensation for ongoing fees and
revenues and expanded fees and revenues.
7. Capital Contribution and Losses: Kesslers will not be
required to contribute any capital to this Joint Venture
Agreement at any time. All losses will be borne only by eConnect
and not by the Kesslers and eConnect will be solely responsible
for any and all losses associated with and resulting from this
Joint Venture Agreement.
8. Indemnification: eConnect shall reimburse and indemnify and
defend and hold harmless Kesslers from any and all expense,
liabilities, attorney fees, damages, claims, lawsuits, SEC
investigations and lawsuits and any and all types of private or
governmental claims, investigations and lawsuits resulting from
or arising out of the subject joint venture or any non-joint-
venture business of eConnect (other business). EConnect further
agrees to name the Kesslers as an additional insured on all
insurance policies pertaining to eConnect concerning this Joint
Venture Agreement.
9. Notices: Any notice required by this Agreement must be in
writing and sent certified mail to the parties.
10. Accounting: Kesslers will have the right at all times to
inspect any and all accounting records maintained by eConnect
pertaining to this Joint Venture.
11. Scope of Joint Venture: This Joint Venture Agreement
between eConnect and Kesslers only pertains to this "China-
Singapore-Hong Kong Joint Venture" and does not create any type
of agency or partnership or joint venture or any other type of
business relationship (except shareholder status of Kesslers)
pertaining to/concerning eConnect's "other" operations i.e.
eConnect operations excluding China, Singapore, and Hong Kong and
Macao.
12. Definitions:
(a) China Delegation - means one or more persons. Meeting of
China Delegates means and includes audio-conferencing and any
other forms of meetings that are "not in person" meetings.
(b) Compensation - this term pertains to all agreements to
establish eConnect portal access to each location irrespective of
where the portal is geographically located (the China portal
hardware and control will likely be housed outside of China and
probably in Hong Kong). Compensation also includes all
countries, provinces, etc. that globally develop from this
Agreement and the contacts arising from this Joint Venture
Agreement and pertains to all agreements arising out of both
current and future negotiations involving the China Delegation
and or their agents and partners.
13. Severability: If any term, provision, covenant, or
condition of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the rest of
the Agreement shall remain in full force and effect and shall in
no way be affected, impaired, or invalidated. The parties may
execute this Agreement in two or more counterparts, which shall,
in the aggregate, be signed by all parties; each counter-part
shall be deemed an original instrument as against any party who
has signed it.
14. Governing Law: This Agreement is executed and intended to
be performed in the State of California, and the laws of that
state shall govern its interpretation and effect.
15. Successors: This Agreement shall be binding on and inure to
the benefit of the respective successors, assigns, and personal
representatives of the parties, except to the extent of any
contrary provision in this Agreement.
16. Sole and Only Agreement: This instrument contains the sole
and only agreement between the parties hereto relating to their
joint venture and correctly sets forth the rights, duties, and
obligations of each to the other in connection therewith as of
its date. Any prior agreements, promises, negotiations, or
representations not expressly set forth in this Agreement are of
no force or effect.
17. Amendment and Modification: This Agreement may be amended
or modified in any way by an instrument in writing signed by the
parties hereto and attached to this Agreement. Interlineation of
this Agreement is permitted if signed by each party.
EXECUTED at Los Angeles County, California on the day and year
first above written.
eConnect
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
/s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
/s/ Li-Wang Xxxxxxx
Xx-Xxxx Xxxxxxx
PROOF OF CONCEPT TEST
Proof of Concept is defined as the usage of four (4) eConnect
PayMasters calling from a home, office, hotel room and public
location to our eConnect bank host processing center located in
the eConnect partners' country.
The test will be of three types:
A xxxx payment by ATM card with PIN or by a value added card
which represents cash and which we are calling the EzyCard. This
is known as the EzyPay service.
A self-service cash pay per play wager to the eConnect 777WINS
Internet Casino and to eConnect xXxxxxxxxx.xxx. The payment will
again be by ATM card with PIN or by EzyCard. This is known as
the EzyBet service.
A purchase from a catalog using a credit card or ATM card or
EzyCard. This is known as the EzyShop service.
What eConnect will do at eConnect's cost:
We will install a basic eConnect Host Processor that is linked
with the Partner's choice of banks.
We will provide the software and Paymaster equipment and will pay
for the phone links between the eConnect host processing center
and the bank, which will be authorizing the ATM card or credit
card or EzyCard.
What the eConnect Partner will do:
Establish the relationship with the bank in order to run the
Proof of Concept Test.
Establish a xxxx payment participant who will be paid by an
EzyPay transaction.
Establish a catalog participant who will be paid by an EzyShop
transaction.
Upon Successful Conclusion of the eConnect Proof of Concept Test:
eConnect and the China Partner will enter into a 50/50 Joint
Venture to develop the P.E.R.F.E.C.T. (Personal Encrypted Remote
Financial Electronic Card Transactions) industry in the Partner
Country.
