AGREEMENT
This Agreement is entered into this 20th day of July, 2000, by and
between eConnect, a Nevada corporation, and Top Sports, S.A. ("Top
Sports"), a Dominican Republic entity.
WHEREAS, the eConnect and Top Sports (each a "Party" and both
collectively referred to herein as the "Parties") entered into an
agreement, dated December 9, 1999, by which eConnect obtained a 50%
interest in Top Sports, and
WHEREAS, Xxxx Xxxx, the owner of the common stock of Top Sports,
received a portion of the consideration described in the December 9,
1999 agreement, for this 50% interest, and
WHEREAS, the Parties entered into a second agreement, dated January 1,
2000, by which eConnect was to purchase the remaining portion of Top
Sports, and
WHEREAS, the Parties, by verbal agreement dated June 20, 2000, agreed
to modify the two previous agreements,
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. eConnect shall establish "eConnect Caribbean, S.A." as a
Dominican Republic subsidiary.
2. Xxxx Xxxx shall be employed as the President of eConnect
Caribbean, S.A. for a term of three years.
3. Xx. Xxxx shall receive twenty-five percent (25%) of the common
stock of eConnect Caribbean, S.A.
4. Xx. Xxxx shall tender to eConnect all common stock in Top Sports
together with all signatures, endorsements, and other representations
required to transfer ownership of the stock to eConnect.
5. Xx. Xxxx represents that upon the tendering of the common stock
referenced above, eConnect will own 100% of the common stock of Top
Sports.
6. Xx. Xxxx agrees to resign from the Board of Directors, or other
similar governing body, of Top Sports.
7. Xx. Xxxx shall keep all consideration he has received to-date
under the December 9, 1999 and January 1, 2000 agreements, and is
entitled to no other consideration under either of those agreements.
8. The Parties agree to negotiate a formal employment contract for
Xx. Xxxx.
9. The effective date of this Agreement shall be April 1, 2000.
Each Party shall bear its own expenses incident to the preparation,
negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder. As each Party contributed to
the drafting of the Agreement, the rule holding that language in an
agreement shall be interpreted against the drafting party shall not be
applied in the interpretation of this Agreement.
The failure of either Party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a
waiver or deprive that Party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
This Agreement supersedes all prior agreements among the Parties with
respect to its subject matter, including the December 9, 1999 and
January 1, 2000 agreements, and cannot be changed or terminated
orally.
This Agreement may be executed in two or more counterparts, each of
which shall be considered an original, but all of which together shall
constitute the same instrument.
This Agreement and (unless otherwise provided) all amendments hereof
and waivers and consents hereunder shall be governed by the internal
law of the State of Nevada, without regard to the conflicts of law
principles thereof. In the event of a dispute concerning the terms of
this Agreement or the payment of any fees due hereunder, the dispute
shall be submitted to binding arbitration pursuant to rules of the
American Arbitration Association.
In the event that any provision of this Agreement is held to be
unenforceable, the remainder of this Agreement shall continue in
effect to the extent possible in order to continue the original intent
of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their respective officers, hereunto duly authorized,
and entered into as of the date first above written.
Top Sports, S.A. eConnect
By: /s/ Xxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx
Print Name: Print Name:
Xxxx Xxxx Xxxxxx X. Xxxxxx
Title: President Title: Chairman and CEO
