SHARE EXCHANGE AGREEMENT
THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), is entered into as of the
10 th day of august, 2000, by and between Worldnet Resource Group, Inc., a
Utah corporation of 0000 Xxx Xxx Xxxxxx, Xxxxx 000, Xxxxxx Xxx Xxx, XX
00000 ("WNRG") and EnterTech Media Group, Inc., a Nevada corporation of
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, XX 00000 ("EnterTech")
hereinafter referred to collectively as the "Parties".
RECITALS OF FACT
A. EnterTech possesses expertise in the entertainment industry.
B. WNRG possesses expertise in the Internet and Video Streaming.
C. The Parties desire to:
(i) Exchange a number of ordinary common shares with one another (the
"Shares") as detailed in Schedule "A" and;
(ii) Appoint a single Director to each of the others Board of
Directors and;
(iii) Work together to meet the objectives outlined below.
Now therefore, in consideration of the covenants and conditions of this
Agreement the parties agree as follows:
1. Exchange of Shares.
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The Parties agree to issue the necessary share certificates within 3
working days of entering into this Agreement and to provide each other with
copies of the relevant Board Minutes evidencing their proper issuance.
2. Directors.
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Each of the Parties shall have the right to have one person serving on the
Board of Directors of the other Party. Any nominated individuals will
require the approval of the Board of Directors of the company to whose
Board they are nominated and such approval shall not be unreasonably
withheld. Xxxx Xxxxxx shall be the initial appointee to the Board of
Directors of WNRG and Xxxxxxx Xxxxx shall be the initial appointee to the
Board of Directors of EnterTech and each are hereby approved in all
respects by the Parties.
Occasions shall not be considered a waiver or deprive the party of the
right thereafter to insist upon strict adherence to that term or the right
thereafter to insist upon strict adherence to that term or any other term
of this Agreement.
(e) Assignment. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and the
respective successors and assigns of the parties.
(f) Severability. If any provision of this Agreement is
invalid, illegal, or unenforceable, the balance of this Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other persons
and circumstances.
(g) Headings. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction
or interpretation of this Agreement.
(h) No Agency. Nothing contained in this Agreement shall
authorize, empower, or constitute either party the agent of the other in
any manner; authorize or empower either party to assume or create any
obligation or responsibility whatsoever, express or implied, on behalf of
or in the name of the other; or authorize or empower either party to bind
the other in any manner or made any representation, warranty, or commitment
on behalf of the other.
(i) Time. Time is of the essence of this Agreement.
(j) Construction. This agreement shall be construed and
enforced in accordance with the laws of the State of California, excluding
conflicts of laws.
(k) Expenses. Each party shall bear their own expenses incurred
in connection with the negotiation, execution, closing and performance of
this Agreement, including counsel fees and accountant fees.
EnterTech Media Group, Inc. Worldnet Resource Group, Inc.
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By: Xxxx Xxxxxx, President By: Xxxxxxx Xxxxx, President
Date Date
Schedule A
Details of Shares to be exchanged by the Parties:
1. Worldnet Resource Group, Inc., shall issue 10,000,000 (ten
million) new Restricted ordinary common voting shares to
EnterTech Media Group, Inc. WNRG agrees that 50% (fifty per cent)
of these shall be included in the first registration statement
after the date of this Agreement that it files with SEC.
2. EnterTech media Group, Inc. shall issue 2,000,000 (two million)
new Restricted ordinary common voting shares to Worldnet Resource
Group, Inc.
