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;
WHEREAS, Paul Egan, 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;
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. Paul Egan shall be employed as the President of
eConnect Caribbean, S.A. for a term of three years.
3. Mr. Egan shall receive twenty-five percent (25%) of the
common stock of eConnect Caribbean, S.A.
4. Mr. Egan 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. Mr. Egan represents that upon the tendering of the
common stock referenced above, eConnect will own 100% of the
common stock of Top Sports.
6. Mr. Egan agrees to resign from the Board of Directors,
or other similar governing body, of Top Sports.
7. Mr. Egan 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 Mr. Egan.
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/Paul Egan By: /s/ Thomas S. Hughes
Print Name: Paul Egan Print Name: Thomas S. Hughes
Title: President Title: Chairman and CEO