ASSET PLEDGE & RELEASE AGREEMENT
THIS AGREEMENT made and entered into as of the 1st day of June, 2000 by and
between the following:
CYBEROAD.COM CORPORATION, a company incorporated under the laws of Florida, with
its registered address at Intrastate Registered Agent, 701 Brickell Avenue,
Suite 3000, Miami, Florida, 33133, ("Cyberoad");
CYBEROAD.COM ISLE OF MAN CORPORATION, a company incorporated under the laws of
Isle of Man, with its principal place of business being IFG International
Limited, Castle Hill, Victoria Road, Douglas, Isle of Man, ("CIOM");
EL MORO FINANCE LTD., a company incorporated under the laws of Tortola, British
Virgin Islands, with its principal place of business being Pasea Estate, Road
Town, Tortola, B.V.I. ("El Moro"); and
KAZOOTEK.COM TECHNOLOGIES INC., a company incorporated under the laws of British
Columbia, Canada, with it's principal place of business being Suite 600, 1380
Burrard Street, Vancouver, BC, V6Z 2H3, ("Kazootek"); and
RECITALS:
The parties hereby acknowledge and agree as follows:
1. That Cyberoad is under obligation by way of a Services Agreement, dated for
reference December 31, 1999, between Kazootek and Cyberoad, for an amount
equal to costs plus 10% Canadian dollars. An explanation of these fees is
set out in Schedule "A" to the Services Agreement, attached hereto.
2. That Cyberoad is under obligation by way of a Revolving Line of Credit
Agreement, dated for reference December 10, 1999, between El Moro Finance
Ltd and related parties, and Cyberoad, for an amount of U.S. $500,000, and
attached hereto.
3. That Cyberoad is under further obligation by way of a Revolving line of
Credit Agreement, dated for reference February 24, 2000, between El Moro
Finance Ltd. and related parties, and Cyberoad, for an amount of U.S.
$200,000, and attached hereto.
4. That Cyberoad hereby agrees to provide and pledge as collateral for it's
obligations to Kazootek under the Services Agreement dated for reference
December 31, 1999 and attached hereto, all of its operational assets, as
set out in Schedule "A" to this agreement, as well as its ownership by way
of shares in Ebanx Limited, a company incorporated under the laws of
Nevada, U.S.A. and Corporacion Ebanx.com, S.A., a company incorporated
under the laws of Panama.
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NOW THEREFORE the following terms and conditions are agreed to in full by the
parties hereto and are acknowledged by way of signature below.
A. If Cyberoad fails in anyway to meet it's obligations under the Services
Agreement by and between Cyberoad and Kazootek, it will immediately upon
demand by Kazootek, assign its operational assets, as set out further in
the attached Schedule "A", over to Kazootek, as well as it's ownership in
Ebanx Limited and Corporacion Ebanx.com, S.A.
B. El Moro acknowledges Cyberoad's obligation to Kazootek in this manner, and
agrees not to hold Cyberoad liable or responsible, in respect only to the
above mentioned assets being pledged; and if Cyberoad were to fail in
anyway to meet it's obligations under the two Revolving Line of Credit
Agreements as referenced above and attached hereto, El Moro would have no
claim against Cyberoad in respect to the assets being pledged.
C. CIOM, party to the Revolving Line of Credit Agreement dated for reference
December 31, 1999, also agrees not to hold Cyberoad liable or responsible
in respect to the assets being pledged, and acknowledges that it has no
claim against Cyberoad in this regard.
D. CIOM, the sole owner of 100% of the shares in Corporacion Ebanx.com, S.A.,
and the sole owner of 100% of the shares in Ebanx Limited, agrees to
furnish to Kazootek, immediately upon Cyberoad's request, 100% ownership of
Corporacion Ebanx.com, S.A. and 100% ownership of Ebanx Limited.
GOVERNING LAW
This agreement shall be governed and construed in accordance with the laws of
British Columbia, Canada.
SUCCESSORS
This agreement shall enure to the benefit of the Assignees, and shall be binding
upon the Assignor and it's executors, successors and assigns.
ASSIGNMENT
The parties hereto may not assign their rights or obligations binding as part of
this Agreement, in whole or in part, without the prior written consent of all
the parties hereto.
EXECUTION IN COUNTERPART
This agreement may be signed in counterpart, in as many counterparts as may be
necessary, each of which shall be deemed to be an original, and each of which
shall bear the date as first written above. All counterparts together shall form
one and the same agreement.
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ACKNOWLEDGED AND AGREED TO this 1st day of June, 2000, by and between:
CYBEROAD.COM CORPORATION CYBEROAD ISLE OF MAN CORPORATION
/s/ John Coffey /s/ John Coffey
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John Coffey, John Coffey,
President President
EL MORO FINANCE LTD. KAZOOTEK.COM TECHNOLOGIES INC.
/s/ Kay Richardson /s/ Jason Gordon
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Kay Richardson, Jason Gordon,
Director President
/s/ Annetta Penn
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Annetta Penn
Director
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SCHEDULE "A"
The operational assets as described in the Agreement contained herein,
shall include, but not be limited to the following:
A. All Equipment, Furniture and Fixtures considered necessary to carry on
through the normal course of business, contained on the premises at Suite
600, 1380 Burrard Street, Vancouver, B.C., V6Z 2H3.
B. All Equipment, Furniture and Fixtures considered necessary to carry on
through the normal course of business, contained on the premises at Suite
800, Harbour Centre, 555 West Hastings Street, Vancouver, B.C., V6B 4N5.
