Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. BANKNET KFT AND THE BKN SHAREHOLDER LIMITED No representations or warranties are made by any director, officer, employee or shareholder of BKN as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "BKN Disclosure Statement"), if any. BKN hereby represents, warrants and covenants to DYN, as follows: 3.1 BKN is a corporation duly organized, validly existing and in good standing under the laws of the Hungary, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of BKN are complete and accurate, and the minute books of BKN contain a record which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board of directors of BKN. 3.2 The aggregate number of shares of capital stock of BKN is one (1) share of common stock with a par value of 376,960,000 HUF. 3.3 BKN and The BKN Shareholder Limited have complete and unrestricted power to enter into and, upon the appropriate approvals are required by law, to consummate the transactions contemplated by this Agreement. 3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by BKN and the BKN Shareholder Limited will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of BKN or the BKN Shareholder Limited. 3.5 The execution, delivery and performance of this Agreement has been duly authorized and approved by the BKN and the BKN Shareholder Limited Board of Directors. 3.6 BKN will deliver to DYN before the Closing, current consolidated audited financial statements of BKN, prepared by Ernst & Young as at 31-12-98 and as at 30 June 1999 made up to I.A.S. standards. All such statements, herein sometimes called "BKN Financial Statements", are complete and correct in all material respects and, together with the notes to those financial statements, present fairly the financial position and results of operations of BKN for the periods included. 3.7 Since the dates of the BKN Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of BKN. 3.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of BKN, threatened against BKN or affecting any of its assets or properties, and BKN is not in any material breach or violation of or default by BKN under any contract or instrument to which BKN is a party, and no material breach or violation of or default by BKN under any contract or other instrument to which BKN is a party or by which it or any of its properties may be bound or affected, or under its respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to BKN. 3.9 All liability of BKN has been properly provided for and is adequate to comply with all regulatory requirements regarding same. 3.10 The representations and warranties of BKN shall be true and correct as of the date hereof and as of the Closing Date. 3.11 No representation or warranty by BKN or the BKN Shareholder Limited in this Agreement, the BKN Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. BANKNET KFT AND THE BKN SHAREHOLDER LIMITED MASSTECH, INC. No representations or warranties are made by any director, officer, employee or shareholder of BKN MASSTECH as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "BKN Disclosure Statement"), if any. BKN MASSTECH hereby represents, warrants and covenants to DYNGST, as follows: 3.1 BKN MASSTECH is a corporation duly organized, validly existing and in good standing under the laws of the HungaryState of Delaware, and has the corporate power and authority to own or lease its properties property and to carry on its business as it is now being conducted. The in accordance with the Articles of Incorporation and Bylaws of BKN MASSTECH which are complete and accurate, and the minute books of BKN MASSTECH contain a record record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board of directors of BKNMASSTECH. 3.2 The aggregate number of shares of capital stock of BKN which MASSTECH is one authorized to issue is 1,000 (1One Thousand) share shares of common stock with a no par value of 376,960,000 HUFwhich all shares are issued and outstanding. No Preferred shares are authorized or thereby outstanding. 3.3 BKN and The BKN Shareholder Limited have MASSTECH has complete and unrestricted power to enter into and, upon the appropriate approvals are as required by law, to consummate the transactions contemplated by this Agreement. 3.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by BKN and the BKN Shareholder Limited MASSTECH will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of BKN or the BKN Shareholder LimitedMASSTECH. 3.5 The execution, delivery and performance of this Agreement has been duly authorized and approved by the BKN and the BKN Shareholder Limited MASSTECH's Board of Directors. 3.6 BKN will deliver to DYN before the Closing, current consolidated audited financial statements of BKN, prepared by Ernst & Young as at 31-12-98 MASSTECH has never traded and as at 30 June 1999 made up to I.A.S. standards. All such statements, herein sometimes called "BKN Financial Statements", are complete and correct in all material respects and, together with the notes to those financial statements, present fairly the financial position and results of operations of BKN for the periods included.has no liabilities 3.7 Since the dates of the BKN Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of BKN. 3.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of BKNMASSTECH, threatened against BKN MASSTECH or affecting any of its assets or properties, and BKN MASSTECH is not in any material breach or violation of or default by BKN under any contract or instrument to which BKN MASSTECH is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by BKN MASSTECH under any contract or other instrument to which BKN MASSTECH is a party or by which it or any of its properties may be bound or affected, or under its respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to BKNMASSTECH. 3.9 All liability of BKN has been properly provided for and is adequate to comply with all regulatory requirements regarding same. 3.10 3.8 The representations and warranties of BKN shall be MASSTECH are true and correct as of the date hereof and as of the Closing Datehereof. 3.11 3.9 MASSTECH has no employee benefit plan, including non-qualified stock awards, options, and consulting fees for independent contractors. 3.10 No representation or warranty by BKN or the BKN Shareholder Limited MASSTECH in this Agreement, the BKN Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. BANKNET KFT AND THE BKN SHAREHOLDER LIMITED Roaming Messenger, Inc. ------------------------ No representations or warranties are made by any director, officer, employee or shareholder of BKN RMI as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "BKN Disclosure Statement"), if anystatement. BKN RMI hereby represents, warrants and covenants to DYNWarp and its shareholders, except as stated in the RMI Disclosure Statement, as follows: 3.1 BKN 4.1 RMI is a corporation duly organized, validly existing and in good standing under the laws of the HungaryState of Nevada, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of BKN RMI, copies of which have been delivered to Warp, are complete and accurate, and the minute books of BKN RMI contain a record record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board Board of directors Directors of BKNRMI. 3.2 4.2 The aggregate number of shares which RMI is authorized to issue is 200,000,000 shares of common stock, par value $0.001 per share, and 2,000,000 shares of preferred stock, of which 137,235,008 shares of such common stock are issued and outstanding, fully paid and non-assessable prior to the Closing under this Agreement. RMI will have, on the Closing Date, no outstanding options, warrants or other rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. No preferred stock of BKN RMI is one (1) share of common stock with a par value of 376,960,000 HUFoutstanding. 3.3 BKN and The BKN Shareholder Limited have 4.3 RMI has complete and unrestricted power to enter into and, upon the appropriate approvals are as required by law, to consummate the transactions contemplated by this Agreement. 3.4 4.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by BKN and the BKN Shareholder Limited RMI will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of BKN or the BKN Shareholder LimitedRMI. 3.5 4.5 The execution, delivery and performance execution of this Agreement has been duly authorized and approved by the BKN and the BKN Shareholder Limited Board of DirectorsDirectors of RMI. 3.6 BKN will deliver 4.6 RMI has delivered to DYN before the Closing, current consolidated Warp audited financial statements of BKNRMI dated December 31, prepared by Ernst & Young as at 31-12-98 and as at 30 June 1999 made up to I.A.S. standards2002. All such statements, herein sometimes called "BKN RMI Financial Statements", ," are (and will be) complete and correct in all material respects and, together with the notes to those these financial statements, present fairly the financial position and results of operations of BKN RMI for the periods includedindicated. All statements of RMI will have been prepared in accordance with generally accepted accounting principles. 3.7 Since the dates 4.7 RMI will deliver to Warp updated, reviewed financials of the BKN Financial StatementsRMI dated March 31, there 2003. As of ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇ will have not been no debt, liability or other obligation of any material adverse changes in the business nature (whether due or conditionto become due and whether absolute, financial contingent or otherwise, of BKN). 3.8 4.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or or, to the knowledge of the officers of BKNRMI, threatened against BKN RMI or affecting any of its assets or properties, and BKN RMI is not in any material breach or violation of or default by BKN under any contract or instrument to which BKN RMI is a party, and no event has occurred which with the lapse of time or action by a third party could result in a material breach or violation of or default by BKN RMI under any contract or other instrument to which BKN RMI is a party or by which it they or any of its their respective properties may be bound or affected, or under its their respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to BKNRMI. 3.9 All liability 4.9 RMI shall not enter into or consummate any transactions prior to the Closing Date other than in the ordinary course of BKN has been properly provided business and will pay no dividend, or increase the compensation of officers and will not enter into any agreement or transaction which would adversely affect its financial condition except pursuant to the proposed minutes of the Board of Directors of RMI presented herewith for and is adequate to comply with all regulatory requirements regarding sameapproval by Warp. 3.10 4.10 The representations and warranties of BKN RMI shall be true and correct as of the date hereof and as of the Closing Date. 3.11 No representation 4.11 RMI corporate books and records are true records of its actions. RMI will also deliver to Warp on or warranty by BKN or before the BKN Shareholder Limited in Closing Date any reports relating to the financial and business condition of RMI which occur after the date of this Agreement and any other reports sent generally to its shareholders after the date of this Agreement, . 4.12 RMI has no employee benefit plan or stock option plan in effect at this time. 4.13 RMI is current in its filing obligations under the BKN Disclosure Statement or any certificate delivered pursuant hereto federal securities laws. No report filed by RMI with the Securities and Exchange Commission contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading, and all such reports comply as to form and substance in all material respects with all applicable SEC requirements. 4.14 RMI agrees that all rights to indemnification now existing in favor of the employees, agents, directors or officers of Warp and its subsidiaries, as provided in the Articles of Incorporation or Bylaws or otherwise in effect on the date hereof shall survive the transactions contemplated hereby in accordance with their terms, and RMI expressly assumes such indemnification obligations of Warp.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF. BANKNET KFT AND THE BKN SHAREHOLDER LIMITED INTERNET VENTURE GROUP, INC. No representations or warranties are made by any director, officer, employee or shareholder of BKN IVG as individuals, except as and to the extent stated in this Agreement or in a separate written statement (the "BKN Disclosure Statement"), if anystatement. BKN IVG hereby represents, warrants and covenants to DYNGWI, except as stated in the IVG Disclosure Statement, as follows: 3.1 BKN 4.1 IVG is a corporation duly organized, validly existing and in good standing under the laws of the HungaryState of Florida, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Bylaws of BKN IVG, copies of which have been delivered to GWI, are complete and accurate, and the minute books of BKN IVG contain a record record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and board Board of directors Directors of BKNIVG. 3.2 4.2 The aggregate number of shares of capital stock of BKN which IVG is one (1) share authorized to issue is 100,000,000 shares of common stock with a par value of 376,960,000 HUF$.001 per share, of which 4,000,000 shares of such common stock will be issued and outstanding, fully paid and non-assessable, prior to Effective Date under this agreement (after a one for 24 reverse split). IVG has no outstanding options, warrants or other rights to purchase, or subscribe to, or securities convertible into or exchangeable for any shares of capital stock. No preferred stock of IVG is outstanding. 3.3 BKN and The BKN Shareholder Limited have 4.3 IVG has complete and unrestricted power to enter into and, upon the appropriate approvals are as required by law, to consummate the transactions contemplated by this Agreement. The execution of this Agreement has been duly authorized and approved by the IVG's Board of Directors. 3.4 4.4 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by BKN and the BKN Shareholder Limited IVG will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of BKN or the BKN Shareholder LimitedIVG. 3.5 The execution4.5 IVG will bring all of its SEC filings current within 10 days after the date of closing, delivery and performance of this Agreement has been duly authorized and approved by provided audited financials for the BKN and the BKN Shareholder Limited Board of Directorsprior three fiscal years. 3.6 BKN will deliver 4.6 IVG has delivered to DYN before the Closing, current consolidated audited GWI financial statements of BKNIVG dated December 31, prepared by Ernst & Young as at 31-12-98 and as at 30 June 1999 made up to I.A.S. standards1998. All such statements, herein sometimes called "BKN IVG Financial Statements", " are (and will be) complete and correct in all material respects and, together with the notes to those these financial statements, present fairly the financial position and results of operations of BKN for GWI of the periods includedindicated. All statements of IVG will have been prepared in accordance with generally accepted accounting principles. 3.7 4.7 Since the dates of the BKN IVG Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of BKN. 3.8 There are no legal proceedings or regulatory proceedings involving material claims pending, or to the knowledge of the officers of BKN, threatened against BKN or affecting any of its assets or properties, and BKN is IVG. IVG does not in have any material breach liabilities or violation of obligations, secured or default by BKN under any contract unsecured except as shown on updated financials (whether accrued, absolute, contingent or instrument to which BKN is a party, and no material breach or violation of or default by BKN under any contract or other instrument to which BKN is a party or by which it or any of its properties may be bound or affected, or under its respective Articles of Incorporation or Bylaws, nor is there any court or regulatory order pending, applicable to BKNotherwise). 3.9 All liability of BKN has been properly provided for and is adequate to comply with all regulatory requirements regarding same. 3.10 The representations and warranties of BKN shall be true and correct as of the date hereof and as of the Closing Date. 3.11 No representation or warranty by BKN or the BKN Shareholder Limited in this Agreement, the BKN Disclosure Statement or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading.