SHARES SALE CONTRACT BETWEEN:
Mr. Paul Egan, an Irishman, of legal age, married, businessman,
domiciled and resident at Suite 106, Plaza "Jardin des Arts",
Jardines del Embajador, Sarasota Avenue, No. 65, Bell vista
Sector, of the city of Santo Domingo, National District, bearer
of the irish passport No. M571523; that for the following will
be referred to as a Paul Egan and;
eConnect, a business society, formed and regulated according the
laws of the state of California, United States of America, with
its social domicile at 2500, Villa Cabrillo Marina, Suite 112,
San Pedro, California, United States of America, duly
represented by its C. E. O. Mr. Thomas Hughes, an American, of
legal age, married, businessman, bearer of the American passport
No.035063650, domiciled and resident in the city of Los Angeles,
estate of California, United States of America, and that for the
following will be referred to as eConnect;
WHEREAS: eConnect wishes to acquire the remaining outstanding
stock of Top Sports, S. A. owned by Paul Egan, which amounts to
FOUR THOUSAND NINE HUNDRED NINETY SEVEN SHARES (4,997).
THE PARTIES HAVE AGREED AND ACCORDED TO THE FOLLOWING:
ARTICLE I: PAUL EGAN agrees to sell to eConnect FOUR THOUSAND
NINE HUNDRED NINETY SEVEN SHARES (4,997) of the remaining and
outstanding stock of Top Sports, S. A. for the following
payment: A) One Million (1,000,000) unrestricted free-trading
shares of eConnect; and B) One Million (1,000,000) restricted
shares of eConnect, this shares will be restricted from January
1, 2000 to January 1, 2001, after this date these restricted
shares will became unrestricted and free trading, and; C) One
Million (1,000,000) Warrants at the fixed price of One Dollar
(U.S.$1.00) per share; All shares free trading and restricted,
pertaining this article will be issued in the name of Paul Egan.
PARAGRAPH: eConnect Inc. declares that it understand that by
Dominican law, a company to have valid existence needs at least
seven shareholders, at all times. And that the remaining six
shareholders possess one (1) share per person.
ARTICLE II: It is agreed by the parties that Paul Egan will
remain as President, C. E. O. and Manager of Top Sports, S. A.
until all the conditions and payments due to Paul Egan are met
by eConnect, both related to this contract, and the one signed
by the parties in the first day of November, 1999.
PARAGRAPH I: It is agreed by the parties that all gaming,
casino, and gambling related sites, corporations, companies,
partnerships or other forms of business or organizations and
operations, virtual, physical or real, based either in the U. S.
or abroad, created, set up, developed, maintained spun off,
owned, leased, operated, partially or wholly, by eConnect Inc.
and/or in which eConnect Inc. has or will have a controlling
interest, will be headed and chaired by Mr. Paul Egan in the
capacity of President and C. E. O.; in that order Econnect Inc.
has the obligation to nominate and support in any voting process
pertaining to the execution to this article, the candidacy of
Paul Egan for any such post related to gaming, casino or
gambling operation, site, corporation, company, partnership or
other form of business or organization.
ARTICLE III: eConnect declares that has reviewed all Top Sports,
S. A. operations prior to the date of signature of this
contract, and has found them correct and true, and Top Sports,
S. A. has submitted all accounting documentation relating to
Top Sports, S. A. operations since January 1st 2000 to eConnect
Inc. personnel, staff and consultants and has found such
documentation and the information it contains, true and correct.
For that purposes eConnect Inc. waivers any past, present or
future claim or responsibility on Top Sports, S. A. officers,
employees, consultants, accounting, legal and management staff
up to the date of signature of this contract, for the conduct
and management of Top Sports, S. A.
ARTICLE IV: eConnect agrees that the property of the shares sold
by this contract will not pass to the aforementioned party until
all the conditions accorded to Mr. Paul Egan, and ion charge of
eConnect Inc. by their previous agreement for November 1st 1999
between the parties are fully met by eConnect Inc. This
outstanding obligations amount to date: A) Eight Hundred
Thousand (800,000) free trading unrestricted shares of eConnect
Inc. and B) One Million Four Hundred Thousand (1,400,000) shares
of eConnect Inc. purchases as warrants in February 2000 under
the terms agreed by eConnect Inc. either in the form of
consultancy shares or free trading shares.
ARTICLE V: This contract in no way, affects, modify or voids,
any previous agreements or contracts between the parties,
partially or in its entirety, until such time all obligations in
charge of eConnect Inc. and in favor of Mr. Paul Egan are
completely met as described in this contract and the previous
agreement between the eConnect Inc. and Top Sports, S. A. on
November 1, 1999.
For any prevision not included in this contract the parties
agree to accept California Law for contract interpretation.
The parties agree that nor part or entirety of this contract can
be assigned to any third parties without the previous written
consent of both parties.
The parties agree that if any Dominican or American judicial or
official decision, injunction or order, renders part of this
agreement temporarily non enforceable, the remaining articles
not affected by the decision, injunction or order, will remain
in full force.
In the city of San Pedro, California, United States of America,
a the first (1st) day of January of the year two thousand (2000)
/s/ Paul Egan /s/ Thomas S. Hughes
Paul Egan Thomas S. Hughes
On behalf of eConnect
