UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 21, 1999
e-Net.Com Corporation
(Exact name of registrant as specified in its charter)
Nevada 0-24512 84-1273503
(State or other
jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
2102 Business Center Drive Suite 115E, Irvine, CA 92612
(Address of principal executive offices)
Registrant's telephone number, including area code
(949) 253-4633
e-Net Financial Corporation
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
a. On or about December 21, 1999 e-Net Financial Corporation (the Company)
acquired VPN.COM JV PARTNERS (VPN), a company involved in vertically
integrated communications systems.
All assets, including but not limited to, tangible ones such as computers,
servers, and related telecommunications equipment, as well as non-tangible
assets such as contracts, on-going business relationships, and "goodwill,"
are included in the acquisition.
The Company will pay one hundred forty-five thousand dollars ($145,000),
over a one year period, and five hundred thousand (500,000) shares of EMB
Corporation common stock for the acquisition.
The value of the EMB Corporation Common Stock, as of a recent date was
$0.27 per share, or $135,000 for 500,000 shares. The present value of the
$145,000 cash payment, discounted at 6% is $136,300.
The total, $271,300, represents approximately 3 times the projected annual
earnings of the acquisition and is estimated to be approximately half of
the total investment necessary to operate VPN over the projected period.
Fifty percent of VPN was acquired from Digital Integrated Systems, Inc.
(DIS), a Nevada Corporation. Fifty percent of VPN was acquired from EMB
Corporation, a Hawaii Corporation.
DIS received in return for its fifty percent interest in VPN one hundred
and forty-five thousand dollars ($145,000), payable in installments over a
one year period. EMB Corporation received five hundred thousand (500,000)
shares of EMB Corporation Common Stock in return for its fifty percent
interest in VPN.
Mr. Paul Stevens is the President and Chief Executive Officer of VPN. Mr.
Stevens is also the sole owner of DIS. The Company acquired five hundred
thousand (500,000) shares of EMB Corporation Common Stock (the Stock used
to compensate EMB Corporation for its interest in VPN) from Mr. Stevens.
Mr. Stevens received, in return for this stock, 125,000 shares of the
Company's Common Stock.
The cash that is used in this transaction will be paid out over one year.
These funds will come from on-going operations, a projected private
placement of unregistered stock, and/or loans from major stockholders in
the Company.
Many of the assets acquired are computer hardware and software, and
telecommunications equipment. These are used by VPN in their business of
supplying vertically integrated communications to their customers. It is
the Company's intention to continue and expand this business. The equipment
will be used for the same purposes. The Registrant does not intend to make
any material changes in the operations of the Acquired Company.
<PAGE>
b. On January 12, 2000, the Company entered into an agreement with EMB
Corporation, a Hawaii corporation ("EMB"), whereby the Company will acquire
certain assets of EMB. The assets being sold to the Company constitute the
financial services subsidiaries of EMB.
The agreement contemplates that the Company will acquire all of the
outstanding stock, currently held by EMB, of American Residential Funding,
Inc., Residential Mortgage Corporation and Bravo Real Estate, Inc. In
addition, EMB will transfer to the Company all of the rights of EMB to
acquire Titus Asset Management ("Titus"), under an existing Letter of
Intent between EMB and Titus. In exchange, EMB will receive 7,500,000
shares of common stock of the Company and cash in the amount of $4,000,000.
The consummation of the transaction is subject to standard closing
conditions and (a) the Company's filing of a Registration Statement with
the Securities and Exchange Commission, (b) the effectiveness of the
Registration Statement and (c) the receipt by the Company of minimum net
proceeds of $20,000,000 from the sale to the public of its common stock
which will be registered under the Registration Statement.
The purchase of these assets by the Company from EMB Corporation is still
in the process of final negotiation. There are no assurances that the
purchase will be consummated and no third party should rely upon
finalization of this sale in making other business decisions.
Item 5. Other Events.
The Company has changed its name to e-Net.Com Corporation. This change was
made to better reflect the high tech, internet orientation of the Company.
Item 7. Financial Statements or Exhibits
c. Financial Statements - None
d. Exhibits -
3.1 Amended Articles of Incorporation
10 Purchase Agreement between EMB Corporation and e-Net
Financial Corporation dated January 12, 2000.
10.1 Purchase Agreement between DIS and e-Net Financial
Corporation dated December 22, 1999 for VPN.
10.2 Purchase Agreement between EMB and e-Net Financial
Corporation dated December 22, 1999 for VPN.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
Date January 20, 2000 e-Net.com Corporation
/s/ Michael Roth
----------------
Michael Roth, President
Dean Heller STATE OF NEVADA Telephone 702.687.5203
Secretary of State OFFICE OF THE SECTRETARY OF STATE Fax 702.687.3471
101 N. CARSON ST., STE. 3 Web site http://
CARSON CITY, NEVADA 89701-4786 sos.state.nv.us
Certificate of Amendment to Articles of Incorporation
For Profit Nevada Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
-Remit in Duplicate-
1. Name of corporation: e-Net Financial Corporation
2. The articles have been amended as follows (provide article number is
available):_____________________
Article II is hereby amended to read as follows:
The name of this corporation is e-Net.Com Corporation
6 The vote by which stockholders holding shares in the corporation entitling
them to exercise at least a majority of the voting power , or such greater
proportion of the voting power as may be required in the case of a vote by
classes or series, or as may be required by the provisions or the articles
of incorporation have voted in favor of the amendment is _____________.
7 Signatures
/s/ Michael Roth /s/ Jean Oliver
- ---------------- ---------------
Michael Roth, President Jean Oliver, Secretary
JAN 18 '00
STATE OF NEVADA
Secretary of State
I hereby certify that this is a
true and complete copy of
the document filed in this office
/s/ DEAN HELLER
---------------
Dean Heller Secretary of State
SEAL
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into as of
the 12th of January, 2000, by and between the following:
E-NET FINANCIAL CORPORATION, a Nevada corporation (hereinafter "E-NET")
and EMB CORPORATION, a Hawaii corporation (hereinafter "EMB").
W I T N E S S E T H
-------------------
WHEREAS, subject to the terms and conditions of this Agreement, E-NET and
EMB desire for E-NET to purchase from EMB and for EMB to sell to E-NET certain
assets owned by EMB, including all the capital stock of various subsidiaries of
EMB, as more particularly described in Paragraph 2.1 of this Agreement
(hereinafter referred to as the "EMB Assets"), together with certain liabilities
of EMB which are associated with the EMB Assets; and
WHEREAS, the Board of Directors of E-NET deems it desirable and in the best
interests of E-NET and its stockholders that E-NET purchase the EMB Assets in
consideration of the issuance by E-NET to EMB of Seven Million Five Hundred
Thousand (7,500,000) shares of E-NET common stock and cash in the amount of Four
Million Dollars ($4,000,000); and
WHEREAS, the Board of Directors of EMB deems it desirable and in the best
interests of EMB and its stockholders that EMB sell the EMB Assets, which
constitute a minority portion of its assets, as determined by the fair market
value of all of its assets; and
WHEREAS, the Board of Directors of E-NET and EMB may approve and adopt this
Agreement as a plan of reorganization within the meaning, and subject to the
provisions, of Section 368 and other applicable provisions of the Internal
Revenue Code of 1986, as amended; and
WHEREAS, E-NET and EMB desire to provide for certain undertakings,
conditions, representations, warranties, and covenants in connection with the
transactions contemplated by this Agreement; and
WHEREAS, the respective Boards of Directors of E-NET and EMB have approved
and adopted this Agreement, subject to the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto do hereby agree as follows:
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
SECTION 1
DEFINITIONS
-----------
1.1 "Agreement," "E-NET" "EMB" and "EMB Assets", respectively, shall have
the meanings defined on the cover page and in the foregoing preamble and
recitals to this Agreement.
1.2 "Closing Date" shall mean 10:00 a.m., local time, June 1, 2000, at 3200
Bristol Street, 8th Floor, Costa Mesa, California 92626, the date on which the
parties hereto shall close the transactions contemplated herein; provided that
the parties can change the Closing Date and place of Closing to such other time
and place as the parties shall mutually agree, in writing, but, in no event
shall the Closing Date be sooner than five (5) days after the effective date of
the "Registration Statement" and the receipt by E-NET of the "minimum net
proceeds" as those terms are described in Paragraph 3.9 hereof. As of the
Closing Date, all Exhibits to this Agreement shall be complete and attached to
this Agreement.
SECTION 2
AGREEMENT FOR PURCHASE AND SALE OF EMB ASSETS
---------------------------------------------
2.1 Substantive Terms of the Purchase and Sale of EMB Assets.
(a) EMB shall sell and deliver to E-NET one hundred percent (100%) of
the issued and outstanding capital stock of its wholly-owned, operating
subsidiaries: AMERICAN RESIDENTIAL FUNDING, INC., a Nevada corporation
(hereinafter "AMRES"), RESIDENTIAL MORTGAGE CORPORATION, a Nevada
corporation (hereinafter "RMC") and BRAVO REAL ESTATE, INC., a California
corporation (hereinafter "BRAVO") in a form enabling E-NET then and there
to become the record and beneficial owner of said capital stock, as
follows: with respect to AMRES, Four Thousand Thirty-Eight (4,038) shares;
with respect to RMC, One Thousand Five Hundred (1,500) shares; and with
respect to BRAVO, Ten Thousand (10,000) shares. The parties acknowledge
that EMB may, at its sole and absolute option, without the approval of
E-NET, remove the common stock of RMC from the definition of the EMB Assets
by delivering five (5) days written notice to E-NET. In such event, EMB
will be under no obligation to deliver the common stock of RMC to E-NET on
the Closing Date. Moreover, all other terms and conditions of this
Agreement shall remain unchanged and binding, in full force and effect,
including, without limitation, the total agreed upon consideration to be
paid by E-NET to EMB for the EMB Assets as set forth in this Agreement.
(b) EMB shall assign to E-NET all of its rights pursuant to that
certain Letter of Intent dated June 9, 1999 by and between EMB and Titus
Capital Corporation (hereinafter "TITUS") concerning the acquisition of
TITUS by EMB.
(c) E-NET shall assume certain obligations and liabilities of EMB
which are associated with the operations of the various subsidiaries being
sold by EMB to E-NET as more fully described in the books and records of
EMB and as set forth in Exhibit 4.9 hereto.
2.2 Consideration Paid by E-NET. E-NET shall deliver to EMB (a) seven
million five hundred thousand (7,500,000) shares of E-NET common stock, said
stock being registered with the Securities and Exchange Commission pursuant to
the registration requirements of the Securities Act of 1933, as amended, and
being in compliance with the registration requirements promulgated by the
various states as set forth in the Blue Sky laws of said states; and (b)
$4,000,000 in good funds.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
SECTION 3
REPRESENTATIONS AND WARRANTIES OF E-NET
---------------------------------------
E-NET, in order to induce EMB to execute this Agreement and to consummate
the transactions contemplated herein, represents and warrants to EMB, with the
understanding that all representations and warranties shall be deemed to include
E-NET as well as any subsidiaries of E-NET which may be in existence as of the
Closing Date taken as a whole, as follows:
3.1 Organization and Qualification. E-NET is a corporation duly organized,
validly existing, and in good standing under the laws of Nevada, with all
requisite power and authority to own its property and to carry on its business
as it is now being conducted. E-NET is duly qualified as a foreign corporation
and in good standing in each jurisdiction where the ownership, lease, or
operation of property or the conduct of business requires such qualification,
except where the failure to be in good standing or so qualified would not have a
material, adverse effect on the financial condition or business of E-NET.
3.2 Ownership of E-NET. E-NET is authorized to issue two classes of stock
of up to 20,000,000 common shares, $.001 par value per share, and of up to
1,00,000 preferred shares, no par value per share.
3.3 Authorization and Validity. E-NET has the requisite power and is duly
authorized to execute and deliver and to carry out the terms of this Agreement.
The board of directors and stockholders of E-NET have taken all action required
by law, its Articles of Incorporation and Bylaws, or otherwise to authorize the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby, subject to the satisfaction or waiver of the
conditions precedent set forth in Section 8 of this Agreement. Assuming this
Agreement has been approved by all action necessary on the part of EMB, this
Agreement is a valid and binding agreement of E-NET.
3.4 No Defaults. E-NET is not in default under or in violation of any
provision of its Articles of Incorporation or Bylaws. E-NET is not in default
under or in violation of any material provision of any indenture, mortgage, deed
of trust, lease, loan agreement, or other agreement or instrument to which it is
a party or by which it is bound or to which any of its is subject, if such
default would have a material, adverse effect on the financial condition or
business of E-NET. E-NET is not in violation of any statute, law, ordinance,
order, judgment, rule, regulation, permit, franchise, or other approval or
authorization of any court or governmental agency or body having jurisdiction
over it or any of its properties which, if enforced, would have a material,
adverse effect on the financial condition or business of E-NET. Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated herein, will conflict with or result in a breach of or
constitute a default under any of the foregoing or result in the creation of any
lien, mortgage, pledge, charge, or encumbrance upon any asset of E-NET and no
consents or waivers thereunder are required to be obtained in connection
therewith in order to consummate the transactions contemplated by this
Agreement.
3.5 Proprietary Rights. E-NET owns or is duly licensed to use such
trademarks and copyrights as are necessary to conduct its business as presently
conducted. The conduct of business by E-NET does not infringe upon the
trademarks or copyrights of any third party, if such infringement would have a
material, adverse effect upon the financial condition or business of E-NET.
3.6 Books of Account and Reports; Internal Controls.
(a) The books of account of E-NET accurately reflect in all material
respects all of its items of income and expense, all of its assets,
liabilities, and accruals, and are prepared and maintained in form and
substance adequate for preparing audited financial statements, in
accordance with generally accepted accounting procedures as historically
and consistently applied by E-NET. E-NET has accurately prepared and filed,
or is currently preparing for filing, all reports required by any law or
regulation to be filed by it, and it has duly paid or accrued on its books
of account all applicable duties and charges due (or assessed against it)
pursuant to such reports.
(b) E-NET has devised and maintained a system of internal accounting
controls sufficient to provide reasonable assurances that transactions are
recorded as necessary (i) to permit preparation of financial statements in
conformity with generally accepted accounting principles and (ii) to
maintain accountability for assets and expenses.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
3.7 Litigation. There are no actions, suits, proceedings, orders,
investigations, or claims pending or, to the knowledge of E-NET threatened
against or affecting E-NET at law or in equity, or before or by any governmental
department, commission, board, bureau, agency, or instrumentality, which, if
adversely determined, would materially and adversely affect the financial
condition of E-NET, or which seek to prohibit, restrict, or delay the
consummation of the transactions contemplated hereby. E-NET is not operating
under or subject to, or in default with respect to, any order, writ, injunction,
or decree of any court or federal, state, municipal, or other governmental
department, commission, board, agency, or instrumentality.
3.8 Insurance. E-NET has insurance against losses or damages and other
risks in amounts and of a character usually insured against by companies in the
same or similar business.
3.9 Registration Statement. E-NET will have filed with, and have had
declared effective by, the Securities and Exchange Commission a Registration
Statement registering shares of its common stock, 7,500,000 of which shall
constitute that certain consideration described in Paragraph 2.2 hereof and
shall have sold sufficient registered shares of common stock to the public such
that E-NET shall have received net proceeds therefrom of not less than
$20,000,000.
3.10 Documents. The copies of all agreements and other instruments that
have been delivered by E-NET to EMB are true, correct, and complete copies of
such agreements and instruments and include all amendments thereto.
3.11 Disclosure. The representations and warranties made by E-NET herein
and in any schedule, statement, certificate, or document furnished or to be
furnished by E-NET to EMB pursuant to the provisions hereof or in connection
with the transactions contemplated hereby, taken as a whole, do not and will not
as of their respective dates contain any untrue statements of a material fact,
or omit to state a material fact necessary to make the statements made not
misleading.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF EMB
-------------------------------------
EMB, in order to induce E-NET to execute this Agreement and to consummate
the transactions contemplated herein, represents and warrants to E-NET as
follows:
4.1 EMB Status. EMB is a corporation duly organized, validly existing, and
in good standing under the laws of the state of Hawaii with all requisite power
and authority to own its property and assets and to carry on its business as it
is now being conducted. Furthermore, EMB is qualified as a foreign corporation
and is in good standing in each jurisdiction where the ownership, lease, or
operation of property or the conduct of its business requires such qualification
except where the failure to be in good standing or so qualified would not have a
material, adverse effect on the financial condition and business of EMB. with
regards to the EMB Assets, EMB represents and warrants to E-NET as follows:
4.2 Organization and Qualification. (a) AMRES is a corporations duly
organized, validly existing, and in good standing under the laws of the state of
Nevada with all requisite power and authority to own its property and assets and
to carry on its business as it is now being conducted. AMRES is qualified as a
foreign corporation and is in good standing in each jurisdiction where the
ownership, lease, or operation of property or the conduct of its business
requires such qualification except where the failure to be in good standing or
so qualified would not have a material, adverse effect on the financial
condition and business of AMRES. (b) RMC is a corporation duly organized,
validly existing, and in good standing under the laws of the state of Nevada
with all requisite power and authority to own its property and assets and to
carry on its business as it is now being conducted. RMC is qualified as a
foreign corporation and is in good standing in each jurisdiction where the
ownership, lease, or operation of property or the conduct of its business
requires such qualification except where the failure to be in good standing or
so qualified would not have a material, adverse effect on the financial
condition and business of RMC. (c) BRAVO is a corporation duly organized,
validly existing, and in good standing under the laws of the state of California
with all requisite power and authority to own its property and assets and to
carry on its business. BRAVO is not currently conducting business.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
4.3 Ownership of EMB ASSETS. (a) AMRES is authorized to issue two classes
of stock, of up to Five Thousand (5,000) shares of common stock, no par value
per share and of up to Twenty Thousand (20,000) shares of preferred stock, no
par value per share. At the date hereof, of such authorized shares, Four
Thousand Thirty-Eight (4,038) shares of common stock have been validly issued
and are outstanding, fully paid, and non-assessable, all of which are owned of
record and beneficially by EMB. There are no options, warrants, or other
securities exercisable or convertible into or any calls, commitments, or
agreements of any kind relating to any unissued equity securities of AMRES. (b)
RMC is authorized to issue two class of stock, of up to Five Thousand (5,000)
shares of common stock, no par value per share, and of up to Twenty Thousand
(20,000) shares of preferred stock, no par value . At the date hereof, of such
authorized shares, one thousand five hundred (1,500) shares of common stock have
been validly issued and are outstanding, fully paid, and non-assessable, all of
which are owned of record and beneficially by EMB. There are no options,
warrants, or other securities exercisable or convertible into or any calls,
commitments, or agreements of any kind relating to any unissued equity
securities of RMC. (c) BRAVO is authorized to issue one class of stock, of up to
One Hundred Thousand (100,000) shares of common stock, no par value per share.
At the date hereof, of such authorized shares, ten thousand (10,000) shares of
common stock have been validly issued and are outstanding, fully paid, and
non-assessable, all of which are owned of record and beneficially by EMB. There
are no options, warrants, or other securities exercisable or convertible into or
any calls, commitments, or agreements of any kind relating to any unissued
equity securities of BRAVO.
4.4 Validity. EMB has the requisite power to execute and deliver and to
carry out the terms of this Agreement. Assuming this Agreement has been approved
by all actions necessary on the part of E-NET, this Agreement is a valid and
binding agreement of EMB.
4.5 Conduct and Transactions of EMB. During its current fiscal year, EMB
conducted the operations of the subsidiaries constituting the EMB Assets in the
ordinary course of business, consistent with past practice and used its best
efforts to maintain and preserve its properties, key employees, and
relationships with customers and suppliers. Without limiting the foregoing,
during such period EMB did not, with respect to each subsidiary constituting the
EMB Assets, i.e., AMRES, RMC and BRAVO:
(a) Incur any liabilities except to maintain its facilities and assets
in the ordinary course of its business;
(b) Declare or pay any dividends on any shares of capital stock or
make any other distribution of assets to the holders thereof;
(c) Issue, reissue, or sell, or issue options or rights to subscribe
to, or enter into any contract or commitment to issue, reissue, or sell,
any shares of capital stock or acquire or agree to acquire any shares of
capital stock;
(d) Amend its respective Articles of Incorporation or Bylaws or merge
or consolidate with or into any other corporation or sell all or
substantially all of its assets or change in any manner the rights of its
capital stock or other securities;
(e) Pay or incur any obligation or liability, direct or contingent,
except in the ordinary course of its business;
(f) Incur any indebtedness for borrowed money, assume, guarantee,
endorse, or otherwise become responsible for obligations of any other
party, or make loans or advances to any other party except in the ordinary
course of its business;
(g) Increase in any manner the compensation, direct or indirect, of
any of its officers or executive employees, except as otherwise disclosed
in Exhibit 4.5(g), hereto; or
(h) Make any capital expenditures except in the ordinary course of its
business.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
4.6 Compensation Due Employees. (a) AMRES will not have any outstanding
liability for payment of wages, payroll taxes, vacation pay (whether accrued or
otherwise), salaries, bonuses, pensions, contributions under any employee
benefit plans or other compensation, current or deferred, under any labor or
employment contracts, whether oral or written, based upon or accruing in respect
of those services of employees of AMRES that have been performed prior to the
Closing Date, except as specified on Exhibit 4.7 hereto. On the Closing Date,
AMRES will not have any unfunded, contingent, or other liability under any
defined benefits plan or any other retirement or retirement-type plan, whether
such plan(s) are to continue or are thereupon terminated, except for the normal
on-going obligations for future contributions under such plan(s) not related,
generally or specifically, to the termination of such plan(s) or except as
specified on Exhibit 4.6 hereto. (b) RMC will not have any outstanding liability
for payment of wages, payroll taxes, vacation pay (whether accrued or
otherwise), salaries, bonuses, pensions, contributions under any employee
benefit plans or other compensation, current or deferred, under any labor or
employment contracts, whether oral or written, based upon or accruing in respect
of those services of employees of RMC that have been performed prior to the
Closing Date, except as specified on Exhibit 4.7 hereto. On the Closing Date,
RMC will not have any unfunded, contingent or other liability under any defined
benefits plan or any other retirement or retirement-type plan, whether such
plan(s) are to continue or are thereupon terminated, except for the normal
on-going obligations for future contributions under such plan(s) not related,
generally or specifically, to the termination of such plan(s) or except as
specified on Exhibit 4.6 hereto. (c) BRAVO will not have any outstanding
liability for payment of wages, payroll taxes, vacation pay (whether accrued or
otherwise), salaries, bonuses, pensions, contributions under any employee
benefit plans or other compensation, current or deferred, under any labor or
employment contracts, whether oral or written, based upon or accruing in respect
of those services of employees of BRAVO that have been performed prior to the
Closing Date, except as specified on Exhibit 4.7 hereto. On the Closing Date,
BRAVO will not have any unfunded, contingent or other liability under any
defined benefits plan or any other retirement or retirement-type plan, whether
such plan(s) are to continue or are thereupon terminated, except for the normal
on-going obligations for future contributions under such plan(s) not related,
generally or specifically, to the termination of such plan(s) or except as
specified on Exhibit 4.6 hereto.
4.7 Union Agreements and Employment Agreements. None of AMRES, RMC and
BRAVO is a party to any union agreement or any organized labor dispute. None of
AMRES, RMC and BRAVO has any written or verbal employment agreements with any of
their respective employees, except as listed in Exhibit 4.7 hereto.
4.8 Contracts and Leases. Except as listed in Exhibit 4.8 hereto, none of
AMRES, RMC and BRAVO is a party to any written or oral leases, commitments, or
any other agreements. On the Closing Date, none of AMRES, RMC and BRAVO has paid
or performed in all material respects all obligations required to be paid or
performed by them to such date and will not be in default under any document,
contract, agreement, lease, or other commitment to which any of them is a party.
4.9 Insurance. All insurance against losses or damages or other risks which
are in force for the benefit of each of AMRES, RMC and/or BRAVO is set forth in
Exhibit 4.9 hereto.
4.10 Liabilities. None of AMRES, RMC and BRAVO has any liabilities, except
as listed in Exhibit 4.10 hereto.
4.11 Proprietary Rights. Each of AMRES, RMC and BRAVO own or is duly
licensed to use such trademarks and copyrights as are necessary to conduct their
respective businesses as presently conducted. The conduct of business by AMRES,
RMC and BRAVO do not, to the best knowledge of EMB, infringe upon the trademarks
or copyrights of any third party.
4.12 Internal Controls.
(a) There have been no transactions except in accordance with
management's general or specific authorization.
(b) Each of AMRES, RMC and BRAVO has devised and maintained respective
systems of internal accounting controls sufficient to provide reasonable
assurances that transactions are recorded as necessary (i) to permit
preparation of financial statements in conformity with generally accepted
accounting principles and (ii) to maintain accountability for assets and
expenses.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
4.13 Contracts and Agreements. None of AMRES, RMC and BRAVO is a party to
any material contracts or agreements in respect of the operation of their
respective businesses, except as listed in Exhibit 4.13 hereto.
4.14 Minute Books. The respective minute books of AMRES, RMC and BRAVO
contain true, complete, and accurate records of all meetings and other corporate
actions of their respective shareholders and Boards of Directors, and true and
accurate copies thereof have been delivered to counsel for E-NET prior to the
Closing Date. The signatures appearing on all documents contained therein are
the true signatures of the persons purporting to have signed the same.
4.15 Litigation. Except as set forth in Exhibit 4.15, there are no actions,
suits, proceedings, orders, investigations, or claims (whether or not
purportedly on behalf of AMRES, RMC or BRAVO) pending against or affecting
AMRES, RMC or BRAVO at law or in equity or before or by any federal, state,
municipal, or other governmental department, commission, board, agency, or
instrumentality, domestic or foreign, nor has any such action, suit, proceeding,
or investigation been pending or threatened in writing during the 12-month
period preceding the date hereof, which, if adversely determined, would
materially and adversely affect the financial condition of AMRES, RMC or BRAVO
or which seeks to prohibit, restrict, or delay the consummation of the stock
sale contemplated hereby. None of AMRES, RMC and BRAVO is operating under or
subject to, or in default with respect to, any order, writ, injunction, or
decree of any court or federal, state, municipal, or other governmental
department, commission, board, agency, or instrumentality.
4.16 Taxes. At the Closing Date, all tax returns required to be filed with
respect to the operations or assets of each of AMRES, RMC and BRAVO prior to
Closing Date have been correctly prepared in all material respects and timely
filed, and all taxes required to be paid in respect of the periods covered by
such returns have been paid in full or adequate reserves have been established
for the payment of such taxes. Except as set forth in Exhibit 4.16, as of the
Closing Date, none of AMRES, RMC and BRAVO has requested any extension of time
within which to file any tax returns, and all known deficiencies for any tax,
assessment, or governmental charge or duty shall have been paid in full or
adequate reserves have been established for the payment of such taxes. The
AMRES, RMC and BRAVO Tax Returns are true and complete in all material respects.
No audits by federal or state authorities are currently pending or threatened.
4.17 No Defaults. None of AMRES, RMC and BRAVO is in default under or in
violation of any provision of their respective Articles of Incorporation or
Bylaws. None of AMRES, RMC and BRAVO is in default under or in violation of any
material provision of any material indenture, mortgage, deed of trust, lease,
loan agreement, or other agreement or instrument to which any of them is a party
or by which any of them is bound, or to which any of their respective properties
is subject, if such default would have a material, adverse effect on the
financial condition or business of AMRES, RMC or BRAVO. None of AMRES, RMC and
BRAVO is in violation of any statute, law, ordinance, order, judgment, rule,
regulation, permit, franchise, or other approval or authorization of any court
or governmental agency or body having jurisdiction over them or any of their
respective property which, if enforced, would have a material, adverse effect on
the financial condition or business of AMRES, RMC or BRAVO. Neither the
execution and delivery of this Agreement, nor the consummation of the
transactions contemplated herein, will conflict with or result in a breach of or
constitute a default under any of the foregoing or result in the creation of any
lien, mortgage, pledge, charge, or encumbrance upon any asset of AMRES, RMC or
BRAVO and no consents or waivers thereunder are required to be obtained in
connection therewith in order to consummate the transactions contemplated by
this Agreement, except for the agreements so indicated on Exhibit 4.17.
4.18 Material Change. Except as disclosed on Exhibit 4.18, there has been
no material change in the condition, financial or otherwise, of AMRES, RMC or
BRAVO as shown in the AMRES, RMC or BRAVO Tax Returns, except changes occurring
in the ordinary course of business, which changes have not materially, adversely
affected their respective organizations, businesses, properties, or financial
condition.
4.19 Documents. The copies of all agreements and other instruments that
have been delivered by EMB to E-NET are true, correct, and complete copies of
such agreements and instruments and include all amendments thereto.
4.20 Disclosure. The representations and warranties made by EMB herein and
in any schedule, statement, certificate, or document furnished or to be
furnished by AMRES, RMC, BRAVO and/or EMB to E-NET pursuant to the provisions
hereof or in connection with the transactions contemplated hereby taken as a
whole do not and will not as of their respective dates contain any untrue
statements of a material fact, or omit to state a material fact necessary to
make the statements made not misleading.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
SECTION 5
INVESTIGATION; PRESS RELEASE
----------------------------
5.1 Investigation.
(a) E-NET acknowledges that it has made an investigation of the EMB
Assets for the period from on or about October 1, 1998, through the Closing
Date, to confirm, among other things, the assets, liabilities, and status
of business of the EMB Assets and the cash position, accounts receivable,
liabilities, and mortgages in process. In the event of termination of this
Agreement, E-NET will deliver to EMB all documents, work papers, and other
materials and all copies thereof obtained by E-NET, or on its behalf, from
AMRES, RMC, BRAVO or EMB, whether obtained before or after the execution
hereof, will not use, directly or indirectly, any confidential information
obtained from AMRES, RMC, BRAVO or EMB hereunder or in connection herewith,
and will keep all such information confidential and not used in any way
detrimental to AMRS, RMC, BRAVO or EMB except to the extent the same is
publicly disclosed by AMRES, RMC, BRAVO or EMB.
(b) EMB acknowledges that it has made an investigation of E-NET for
the period from on or about April 30, 1999, through the Closing Date, which
has included, among other things, the opportunity of discussions with
executive officers of E-NET, and its accountants, investment bankers, and
counsel. In the event of termination of this Agreement, EMB will deliver to
E-NET all documents, work papers, and other materials and all copies
thereof obtained by it, or on its behalf, from E-NET, whether obtained
before or after the execution hereof and will not use, directly or
indirectly, any confidential information obtained from E-NET hereunder or
in connection herewith, and will keep all such information confidential and
not used in any way detrimental to E-NET, except to the extent the same is
publicly disclosed by E-NET.
(c) Except in the event that any party hereto discovers in the course
of its respective investigation any breach of a representation or warranty
by the other party hereto and does not disclose it to such other party
prior to the Closing Date, no investigation pursuant to this Section 5.1
shall affect or be deemed to modify any representation or warranty made by
any party hereto.
5.2 Press Release. E-NET and EMB shall agree with each other as to the form
and substance of any press releases and the filing of any documents with any
federal or state agency related to this Agreement and the transactions
contemplated hereby and shall consult with each other as to the form and
substance of other public disclosures related thereto; provided, however, that
nothing contained herein shall prohibit either party from making any disclosure
that her or its counsel deems necessary.
SECTION 6
BROKERAGE
---------
6.1 Brokers and Finders. Except as set forth in Exhibit 6.1, neither E-NET
nor EMB, or any of their respective officers, directors, employees, or agents,
has employed any broker, finder, or financial advisor or incurred any liability
for any fee or commissions in connection with initiating the transactions
contemplated herein. Each party hereto agrees to indemnify and hold the other
party harmless against or in respect of any commissions, finder's fees, or
brokerage fees incurred or alleged to have been incurred with respect to
initiating the transactions contemplated herein as a result of any action of the
indemnifying party.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
SECTION 7
CLOSING AGREEMENTS AND POST-CLOSING
-----------------------------------
7.1 Closing Agreements. On the Closing Date, the following activities shall
occur, the following agreements shall be executed and delivered, and the
respective parties thereto shall have performed all acts that are required by
the terms of such activities and agreements to have been performed
simultaneously with the execution and delivery thereof as of the Closing Date:
(a) EMB shall have executed and delivered documents to E-NET
sufficient then and there to transfer record and beneficial ownership of
the shares of AMRES, RMC, to the extent that it is an EMB Asset as of the
Closing Date, and BRAVO to E-NET;
(b) EMB shall have assigned to E-NET all of its rights in the Letter
of Intent dated June 8, 1999 by and between EMB and TITUS;
(c) E-NET shall have delivered to EMB (i) Seven Million Five Hundred
Thousand (7,500,000) registered shares of E-NET common stock, free of any
restrictive legends, which shares were included in the Registration
Statement, as provided for in Paragraph 3.9 hereof, and (ii) $4,000,000 in
good funds.
SECTION 8
CONDITIONS PRECEDENT TO E-NET'S OBLIGATIONS TO CLOSE
----------------------------------------------------
The obligations of E-NET to consummate this Agreement are subject to
satisfaction on or prior to the Closing Date of the following conditions:
8.1 Representations and Warranties. The representations and warranties of
EMB contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date, and EMB shall have performed in all
material respects all of her obligations hereunder theretofore to be performed.
8.2 Other. The joint conditions precedent in Section 10 hereof shall have
been satisfied and all documents required for Closing shall be acceptable to
Counsel for E-NET.
SECTION 9
CONDITIONS PRECEDENT TO EMB'S OBLIGATIONS TO CLOSE
--------------------------------------------------
The obligation of EMB to consummate this Agreement is subject to the
satisfaction on or prior to the Closing Date of the following conditions:
9.1 Representations and Warranties. The representations and warranties of
E-NET contained in this Agreement shall be true and correct in all material
respects on and as of the Closing Date, and E-NET shall have performed in all
material respects all of its obligations hereunder theretofore to be performed.
9.2 Other. The joint conditions precedent in Section 10 hereof shall have
been satisfied.
SECTION 10
JOINT CONDITIONS PRECEDENT
--------------------------
The obligations of E-NET and EMB to consummate this Agreement shall be
subject to satisfaction or waiver in writing by all parties of each and all of
the following additional conditions precedent at or prior to the Closing Date:
10.1 Status of Consideration. The Registration Statement, provided for in
Paragraph 3.9 hereof, shall have been filed with, and declared effective by, the
Securities and Exchange Commission and E-NET shall have received net proceeds
from the sale of sufficient registered shares of common stock to the public such
that E-NET shall have received net proceeds therefrom as prescribed by Paragraph
3.9 hereof.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
10.2 Other Agreements. All of the agreements contemplated by Section 7.1 of
this Agreement shall have been executed and delivered, and all acts required to
be performed thereunder as of the Closing Date shall have been duly performed,
including, without limitation, completion of all exhibits to this Agreement.
10.3 Absence of Litigation. At the Closing Date, there shall be no action,
suit, or proceeding pending or threatened against any of the parties hereto by
any person, governmental agency, or subdivision thereof, nor shall there be
pending or threatened any action in any court or administrative tribunal, which
would have the effect of inhibiting the consummation of the transactions
contemplated herein.
SECTION 11
CONFIDENTIALITY
---------------
11.1 E-NET acknowledges that its principals have, and will, acquire
information and materials from EMB and its subsidiaries (the "Companies") and
knowledge about the technology, business, products, strategies, customers,
clients and suppliers of the Companies and that all such information, materials
and knowledge acquired, are and will be trade secrets and confidential and
proprietary information of the Companies (collectively, such acquired
information, materials, and knowledge are hereinafter referred to as
"Confidential Information"). E-NET, itself, and behalf of its principals,
covenants to hold such Confidential Information in strict confidence, not to
disclose it to others or use it in any way, commercially or otherwise, except in
connection with the transactions contemplated by this Agreement and not to allow
any unauthorized person access to such Confidential Information.
11.2 The Confidential Information disclosed by the Companies to E-NET shall
remain the property of the disclosing party.
11.3 E-NET, and principals, shall maintain in secrecy all Confidential
Information disclosed to them by any or all of the Companies using not less than
reasonable care. E-NET, and its principals shall not use or disclose in any
manner to any third party any Confidential Information without the express
written consent of the chief executive officer of EMB unless or until the
Confidential Information is:
(a) publicly available or otherwise in the public domain; or
(b) rightfully obtained by any third party without restriction; or
(c) disclosed by any of the Companies without restriction pursuant to
judicial action, or government regulations or other requirements.
11.4 The obligations of E-NET under Sections 11.1, 11.2, and 11.3 of this
Agreement shall expire one year from the date hereof as to Confidential
Information consisting of commercial and financial information and two years
from the date on which E-NET, are its principals, are no longer affiliated with
any of the Companies, except as a shareholder thereof, as to Confidential
Information consisting of technical information. For this purpose, technical
information shall include without limitation all developments, inventions,
innovations, designs, discoveries, trade secrets and know-how, whether or not
patentable or copyrightable.
11.5 E-NET, itself and on behalf of its principals, hereby agrees that they
will not intentionally bring into the premises of either or both of the
Companies, or use in any way for the benefit of either or both of the companies,
any confidential information that E-NET has reason to believe is or may be the
trade secret or confidential information of a third party.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
SECTION 12
TERMINATION AND WAIVER
----------------------
12.1 Termination. This Agreement may be terminated and abandoned on the
Closing Date by:
(a) the mutual consent in writing of the parties hereto;
(b) E-NET, if the conditions precedent in Sections 8 and 10 of this
Agreement have not been satisfied or waived by the Closing Date; and
(c) EMB, if the conditions precedent in Sections 9 and 10 of this
Agreement have not been satisfied or waived by the Closing Date.
If this Agreement is terminated pursuant to Section 12.1, the parties
hereto shall not have any further obligations under this Agreement, and each
party shall bear all costs and expenses incurred by her or it.
SECTION 13
NATURE AND SURVIVAL OF REPRESENTATIONS, ETC.
--------------------------------------------
13.1 All statements contained in any certificate or other instrument
delivered by or on behalf of E-NET or EMB pursuant to this Agreement or in
connection with the transactions contemplated hereby shall be deemed
representations and warranties by such party. All representations and warranties
and agreements made by E-NET or EMB in this Agreement or pursuant hereto shall
survive the Closing Date hereunder until the expiration of the 12th month
following the Closing Date.
SECTION 14
MISCELLANEOUS
-------------
14.1 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if written and delivered in person or sent
by registered mail, postage prepaid, addressed as follows:
to EMB: EMB Corporation
Attention: Chief Executive Officer
3200 Bristol, Eighth Floor
Costa Mesa, California 92626
copy to: Bryan Cave LLP
Attention: Randolf W. Katz, Esq.
18881 Von Karman, Suite 1500
Irvine, California 92612
to E-NET: E-NET Corporation
Attention: Chief Executive Officer
2102 Business Center Drive
Suite 115-E
Irvine, California 92612
or such other address as shall be furnished in writing by the appropriate
person, and any such notice or communication shall be deemed to have been given
as of the date so mailed.
14.2 Time of the Essence. Time shall be of the essence of this Agreement.
<PAGE>
b. Purchase Agreement by and between EMB Corporation and e-Net Financial
Corporation dated January 12, 2000.
14.3 Costs. Each party will bear the costs and expenses incurred by it in
connection with this Agreement and the transactions contemplated hereby.
14.4 Cancellation of Agreement. In the event that this Agreement is
canceled by mutual agreement of the parties or by failures of any of the
conditions precedent set forth in Paragraphs 8, 9 and 10, neither EMB nor E-NET
shall be entitled to any damages, fees, costs or other consideration.
14.5 Entire Agreement and Amendment. This Agreement and documents delivered
at the Closing Date hereunder contain the entire agreement between the parties
hereto with respect to the transactions contemplated by this Agreement and
supersedes all other agreements, written or oral, with respect thereto. This
Agreement may be amended or modified in whole or in part, and any rights
hereunder may be waived, only by an agreement in writing, duly and validly
executed in the same manner as this Agreement or by the party against whom the
waiver would be asserted. The waiver of any right hereunder shall be effective
only with respect to the matter specifically waived and shall not act as a
continuing waiver unless it so states by its terms.
14.6 Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed to constitute an original and shall
become effective when one or more counterparts have been signed by each party
hereto and delivered to the other party.
14.7 Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of California.
14.8 Attorneys' Fees and Costs. In the event any party to this Agreement
shall be required to initiate legal proceedings to enforce performance of any
term or condition of this Agreement, including, but not limited to, the
interpretation of any term or provision hereof, the payment of monies or the
enjoining of any action prohibited hereunder, the prevailing party shall be
entitled to recover such sums, in addition to any other damages or compensation
received, as will reimburse the prevailing party for reasonable attorneys' fees
and court costs incurred on account thereof (including, without limitation, the
costs of any appeal) notwithstanding the nature of the claim or cause of action
asserted by the prevailing party.
14.9 Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, successors, and assigns, as the case may be.
14.10 Access to Counsel. Each party hereto acknowledges that each has had
access to legal counsel of her or its own choice and has obtained such advice
therefrom, if any, as such party has deemed necessary and sufficient prior to
the execution hereof. Each party hereto acknowledges that the drafting of this
Agreement has been a joint effort and any ambiguities or interpretative issues
that may arise from and after the execution hereof shall not be decided in favor
or, or against, any party hereto because the language reflecting any such
ambiguities or issues may have been drafted by any specific party or her or its
counsel.
14.11 Captions. The captions appearing in this Agreement are inserted for
convenience of reference only and shall not affect the interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
EMB CORPORATION,
a Hawaii corporation
by: /s/ James E. Shipley
- ------------------------
James E. Shipley, President
E-NET FINANCIAL CORPORAITON
a Nevada corporation
by: /s/ Michael P. Roth
- -----------------------
Michael P. Roth, President
10.1 Purchase Agreement between DIS and e-Net Financial Corporation dated
December 22, 1999 for VPN.
JOINT VENTURE PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into by and
between E-NET FINANCIAL CORPORATION, hereinafter referred to as "Purchaser" or
"E-NET" ; and Digital Integrated Systems, Inc., hereinafter referred to as DIS
or "Seller".
PREAMBLE
WHEREAS, the Seller, a corporation organized under the laws of the State of
Nevada, holds a Fifty Percent (50%) Interest in VPN.COM JV PARTNERS (VPN); and
WHEREAS, the Purchaser desires to acquire said interest in Joint Venture;
and
WHEREAS, Seller is agreeable to the foregoing:
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein the parties hereto agree and contract as follows:
ARTICLE ONE
PURCHASE PROVISIONS
1.1 Purchase and Sale
The Seller hereby agrees to sell to the Purchaser and Purchaser hereby
agrees to purchase from Seller the aforementioned Interest in VPN, in and
for the total sum of One Hundred Forty Five Thousand Dollars($145,000) as
set forth in APPENDIX I.
1.2 This agreement shall survive any reorganization, merger, or change of
control of Digital Integrated Systems, Inc. occurring during the term
hereof.
<PAGE>
10.1 Purchase Agreement between DIS and e-Net Financial Corporation dated
December 22, 1999 for VPN.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES
2.1 SELLER
Seller does hereby represent and warrant to the Purchaser, as a material
inducement to its entry into this Agreement, that prior to the close
of this Agreement, that:
(a) The conduct of the Corporation's business is in full compliance with
all applicable Federal, state and local governmental statutes, rules,
regulations, ordinances and decrees;
(b) Upon sales of the shares, Purchaser will become the owner of record of
the Corporation's authorized, issued and outstanding Common Stock in
VPN.COM JV PARTNERS
(c) The Corporation is not a party to any agreement or understanding for
the sale or exchange of inventory or services for consideration other
than cash or at a discount in excess of normal discount for quantity
or cash payment;
(d) The Corporation has filed with the appropriate governmental agencies
all tax returns and tax reports required to be filed; all Federal,
state and local income, franchise, sales, use, occupation or other
taxes due have been fully paid.
(e) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby do not require the consent, authority
or approval of any other person or entity except such as has been
obtained;
(f) Annexed hereto and made a part hereof as part of APPENDIX I are true,
correct and current copies of the Corporation's Articles of
Incorporation.
2.2 PURCHASER
Purchaser hereby represents, warrants, covenants and acknowledges that with
respect to shares purchased hereunder not covered by a Covenant to
Register, that:
(a) The shares are being conveyed without registration under the
provisions of the Securities Act of 1933 as amended (the "Act")
pursuant to exemptions provided pursuant to Sections 3(b), 4(1), 4(2),
or 4(6) thereof;
(b) The Purchaser is acquiring the shares for investment purposes only,
and not with a view to further sales or distribution, and agrees to
execute an investment letter declaring such intentions.
<PAGE>
10.1 Purchase Agreement between DIS and e-Net Financial Corporation dated
December 22, 1999 for VPN.
ARTICLE THREE
MISCELLANEOUS
GENERAL PROVISIONS
1. ENTIRETY
This Agreement together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
2. SURVIVAL
The several representations, warranties and covenants herein shall survive
the execution hereof and shall be effective regardless of any investigation
that may have been made or may be made by or on behalf of any party. The
Seller hereby covenants that he has not failed to disclose any material
fact or circumstance to Purchaser, which if known to the Purchaser prior to
or during this transaction would alter the Purchaser's decision as to if or
in what manner the Purchaser would acquire the subject shares from Seller.
3. SEVERABILITY
If any provision of this Agreement or any application of such provision to
any person or circumstance shall be held invalid or unenforceable, the
remaining portions of such provision and the remaining provisions of this
Agreement shall not be affected thereby.
4. GOVERNING LAW
This Agreement be construed in accordance with the laws of the State of
Nevada.
5. LITIGATION
In the event disputes arise from a difference of interpretation of or the
failure of either party to perform the terms of this Agreement, such
disputes shall not be litigated but submitted to binding arbitration for
final settlement. For the purposes of this Agreement, any damages, and
costs arising from such disputes awarded to the prevailing party shall not
exceed the sum of $100,000.00 plus interest at 10% APR, attorney, and
arbitration costs in the aggregate; with such sum being deemed liquidated
damages hereunder.
6. BENEFIT OF AGREEMENT
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties their successors, estate, heirs and legatees.
Notwithstanding anything contained herein elsewhere, no portion of this
agreement or any rights granted thereunder may be assigned, transferred, or
hypothecated by Purchaser without the prior written consent of Seller.
7. FURTHER ASSURANCES
The parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfer, conveyances, powers of
attorney, assurances, stock certificates and other documents, as may, from
time to time, be required herein to effect the intent and purposes of this
agreement.
8. STATUS
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship or principal agent relationship; but, rather, the relationship
established pursuant hereto shall be that of Shareholder and Seller.
<PAGE>
10.1 Purchase Agreement between DIS and e-Net Financial Corporation dated
December 22, 1999 for VPN.
9. TERMINATION
In the event that both parties fail to complete the terms and conditions of
this Agreement, as contemplated in Article One hereof, then this Agreement
shall be deemed terminated and void as between the Parties, with no party
having any rights or liabilities against the other. The term of this
agreement shall not exceed five years from date of the execution hereof.
10. AMENDMENT
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evidenced by a written instrument,
subscribed by both parties to this Agreement.
11. NOTICES
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
TO PURCHASER;
2102 Business Center Drive, #115E
Irvine Ca 92612
TO Digital Integrated Systems, Inc.:
3200 S. Bristol St. #700
Costa Mesa Ca 92626
IN WITNESS WHEREOF, the parties hereto execute this agreement on the 21st day of
December, 1999.
SELLER: PURCHASER:
Digital Integrated Systems, Inc. e-Net Financial Corporation
BY_____________________ BY_____________________
include: APPENDICES I & II
<PAGE>
APPENDIX I
DESCRIPTION OF CONSIDERATION FOR THE PURCHASE
OF DIGITAL INTEGRATED SYSTEMS INTEREST IN VPN.COM JV PARTNERS
Terms and conditions of payment:
1. The First Twenty Five Thousand Dollars ($25,000.00)to be paid upon
execution of this agreement.
2. The remaining One Hundred Twenty Thousand Dollars ($120,000.00) in the form
of a one-year note bearing 10% interest.
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
JOINT VENTURE PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is made and entered into by and
between E-NET FINANCIAL CORPORATION, hereinafter referred to as "Purchaser" or
"E-NET"; and EMB, CORPORATION, hereinafter referred to as EMB or "Seller".
PREAMBLE
WHEREAS, the Seller, a corporation organized under the laws of the State of
Hawaii, holds a Fifty Percent (50%) Interest in VPN.COM JV PARTNERS (VPN); and
WHEREAS, the Purchaser desires to acquire said interest in Joint Venture;
and
WHEREAS, Seller is agreeable to the foregoing:
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein the parties hereto agree and contract as follows:
ARTICLE ONE
PURCHASE PROVISIONS
1.1 Purchase and Sale
The Seller hereby agrees to sell to the Purchaser and Purchaser hereby
agrees to purchase from Seller the aforementioned Interest in VPN, in and
for the total sum of Five Hundred Thousand (500,000) Shares of EMB
Corporation Common Stock as set forth in APPENDIX I.
1.2 This agreement shall survive any reorganization, merger, or change of
control of EMB, Corporation occurring during the term hereof.
ARTICLE TWO
REPRESENTATIONS AND WARRANTIES
2.1 SELLER
Seller does hereby represent and warrant to the Purchaser, as a material
inducement to its entry into this Agreement, that prior to the close
of this Agreement, that:
(a) The conduct of the Corporation's business is in full compliance with
all applicable Federal, state and local governmental statutes, rules,
regulations, ordinances and decrees;
(b) Upon execution of this agreement, Purchaser will become the owner of
record of the Corporation's interest in VPN.COM JV PARTNERS
(c) The Corporation is not a party to any agreement or understanding for
the sale or exchange of inventory or services for consideration other
than cash or at a discount in excess of normal discount for quantity
or cash payment;
(d) The Corporation has filed with the appropriate governmental agencies
all tax returns and tax reports required to be filed; all Federal,
state and local income, franchise, sales, use, occupation or other
taxes due have been fully paid.
(e) The execution, delivery and performance of this Agreement and the
transactions contemplated hereby do not require the consent, authority
or approval of any other person or entity except such as has been
obtained;
(f) Annexed hereto and made a part hereof as part of APPENDIX I are true,
correct and current copies of the Corporation's Articles of
Incorporation.
<PAGE>
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
ARTICLE THREE
MISCELLANEOUS
GENERAL PROVISIONS
1. ENTIRETY
This Agreement together with the instruments referred to herein, contains
all of the understandings and agreements of the Parties with respect to the
subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
2. SURVIVAL
The several representations, warranties and covenants herein shall survive
the execution hereof and shall be effective regardless of any investigation
that may have been made or may be made by or on behalf of any party. The
Seller hereby covenants that he has not failed to disclose any material
fact or circumstance to Purchaser, which if known to the Purchaser prior to
or during this transaction would alter the Purchaser's decision as to if or
in what manner the Purchaser would acquire the subject shares from Seller.
3. SEVERABILITY
If any provision of this Agreement or any application of such provision to
any person or circumstance shall be held invalid or unenforceable, the
remaining portions of such provision and the remaining provisions of this
Agreement shall not be affected thereby.
4. GOVERNING LAW
This Agreement be construed in accordance with the laws of the State of
Nevada.
5. LITIGATION
In the event disputes arise from a difference of interpretation of or the
failure of either party to perform the terms of this Agreement, such
disputes shall not be litigated but submitted to binding arbitration for
final settlement. For the purposes of this Agreement, any damages, and
costs arising from such disputes awarded to the prevailing party shall not
exceed the sum of $100,000.00 plus interest at 10% APR, attorney, and
arbitration costs in the aggregate; with such sum being deemed liquidated
damages hereunder.
6. BENEFIT OF AGREEMENT
The terms and provisions of this Agreement shall be binding upon and inure
to the benefit of the parties their successors, estate, heirs and legatees.
Notwithstanding anything contained herein elsewhere, no portion of this
agreement or any rights granted thereunder may be assigned, transferred, or
hypothecated by Purchaser without the prior written consent of Seller.
7. FURTHER ASSURANCES
The parties agree to do, execute, acknowledge and deliver or cause to be
done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfer, conveyances, powers of
attorney, assurances, stock certificates and other documents, as may, from
time to time, be required herein to effect the intent and purposes of this
agreement.
<PAGE>
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
8. STATUS
Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship, lessor-lessee
relationship or principal agent relationship; but, rather, the relationship
established pursuant hereto shall be that of Purchaser and Seller.
9. TERMINATION
In the event that both parties fail to complete the terms and conditions of
this Agreement, as contemplated in Article One hereof, then this Agreement
shall be deemed terminated and void as between the Parties, with no party
having any rights or liabilities against the other. The term of this
agreement shall not exceed five years from date of the execution hereof.
10. AMENDMENT
No modification, waiver, amendment, discharge or change of this Agreement
shall be valid unless the same is evidenced by a written instrument,
subscribed by both parties to this Agreement.
11. NOTICES
All notices, demands or other communications given hereunder shall be in
writing and shall be deemed to have been duly given on the first business
day after mailing by United States registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
TO PURCHASER;
2102 Business Center Drive, #115E
Irvine Ca 92612
TO EMB, Corporation:
3200 S. Bristol St. 8th Floor
Costa Mesa Ca 92626
IN WITNESS WHEREOF, the parties hereto execute this agreement on the date stated
below.
SELLER:
EMB Corporation
BY:__________________________ Date:_________________
PURCHASER:
e-Net Financial Corporation
BY_____________________ Date:________________
include: APPENDICES I
<PAGE>
10.2 Purchase Agreement between EMB and e-Net Financial Corporation dated
December 22, 1999 for VPN.
APPENDIX I
DESCRIPTION OF CONSIDERATION FOR THE PURCHASE
OF EMB CORPORATION'S INTEREST IN VPN.COM JV PARTNERS
Terms and conditions of payment:
3. E-Net Financial Corporation to transfer ownership in 500,000 shares of
EMB Common Stock upon execution of this Agreement.
