ASSET PURCHASE AGREEMENT
AGREEMENT AND PLAN OF REORGANIZATION, dated this 4th day of
October, 2000 (the "Agreement"), among EConnect, Inc., a Nevada
corporation with offices located at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "EConnect"); and
Broadband Video, Inc., a California corporation withoffices
located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter "Broadband Video").
WITNESSETH:
WHEREAS EConnect and Broadband Video desire, pursuant to this
Agreement, to exchange all of the Assets of Broadband Video (as
hereinafter defined) solely for the Common Stock of EConnect
upon the terms and conditions hereinafter set forth and for the
purpose of carrying out a tax free exchange within the meaning
of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as
amended (the "Code"),
NOW, THEREFORE, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Plan of Reorganization. Broadband Video agrees to
sell all of the Assets of Broadband Video to EConnect solely in
exchange for Six Million (6,000,000) free trading shares of
Common Stock of EConnect as provided for herein.
Description of the Assets. The Assets consist 100% of all
right, title and interest of Broadband Video in and to Zoom-TV software
technology.
The Common Stock. Econnect agrees to immediately deliver
400,000 of free trading common stock to the shareholders of the Broadband
Video within one week after shareholders meeting is held, 80,000
shares in the name of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 80,000 shares in the
name of C & P Development Corp., and 240,000shares in the name
of ▇▇▇▇▇▇▇ ▇▇▇▇▇, all of which shares shall be non-refundable,
and the balance of the sahres of stock at the at the Closing
shall be Nine Million Six Hundred Thousand (9,600,000) shares of
stock shall be delivered at Closing to Arizona Escrows, ▇▇▇▇ ▇.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, who shall act as Escrow Agent and
hold the shares of stock and deliver the shares of stock to the
shareholders of Broadband Video named below.
Closing. The closing of the sale and acquisition of the Assets
in exchange for the Common Stock (the "Closing") shall take place at 10:00 AM.
local time one week after share holders meeting is held or at
such other time as the parties may mutually agree. In event the
Closing shall not occur as a result of the fault of EConnect,
EConnect agrees to pay the shareholders of Broadband Video
liquidated damages in an amount equal to immediate delivery of
One Million Six Hundred Thousand (1,600,000) additional free
trading shares and One Million warrants for purchase of free
trading shares priced at the lower exercisable price of the
following, either $1.00 per share or the exercise price equal to
25% below the average 5-day trading price, 5 business prior to
one week after shareholders meeting is held. The term for
exercising the warrants will be one year from date of issue.
The shares of EConnect common stock are to be issued in the same
proportion and ratio of shares as provided in paragraph 5 of
this Agreement.
5. Exchange of the Assets for the Common Stock. Two days
before the Closing Date Broadband Video shall deliver to the Escrow Agent a
duly executed and notarized ▇▇▇▇ of sale transferring the Assets to
EConnect, and EConnect shall deliver to the Escrow Agent three
certificates of stock, One Million Nine Hundred Twenty Thousand
(1,920,000) shares in the name of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, One Million
Nine Hundred Twenty Thousand (1,920,000) shares in the name of C
& P Development Corp. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Five Million Seven Hundred Sixty Thousand
(5,760,000) shares in the name of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, all such persons being
the sole and only shareholders of Broadband Video. Upon the
Closing the Escrow Agent shall deliver the shares of stock to
the persons entitled to receive them and the ▇▇▇▇ of sale
transferring Zoom-TV to EConnect.
6. Tax-Free Exchange. Each party hereto intends that the transaction
embodied by this Agreement shall be and shall qualify, as a reorganization
and a tax-free exchange under Section 368(a)(1)(C) of the Code; and in
furtherance thereof, each party hereby agrees not to
take any action which would impair the treatment of the exchange
as a tax-free reorganization for tax purposes. However, the
inability to consummate the transaction on a tax free basis will
not affect the validity or enforceability of this Agreement.
7. Expenses. Each party shall pay its own costs and
expenses incurred by it in conjunction with this transactions.
8. Entire Agreement. Each of the parties hereto, covenants
that this Agreement is intended to and does contain and embody
herein all of the understandings and agreements, both written
and oral, of the parties hereby with respect to the subject
matter of this Agreement and that there exists no oral agreement
or understanding express or implied, whereby the absolute, final
and unconditional character and nature of this Agreement shall
be in any way invalidated, impaired or affected.
9. Governing Law. This Agreement shall be governed by and
interpreted under and construed in all respects in accordance
with the laws of the State of California, irrespective of the
place of domicile or residence of any party.
10. Originals. This Agreement may be executed in counterparts
each of which so executed shall be deemed an original and
constitute one and the same agreement.
Notices. Any notice required or contemplated by this Agreement
shall be deemed sufficiently given when served in person, or by
registered or certified mail, postage prepaid and addressed,
with return receipt requested the party entitled to the notice
at their address provided herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year as first above written.
EConnect, Inc. Broadband Video, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman & CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇, President
AMENDMENT TO ASSET PURCHASE AGREEMENT
The Asset Purchase Agreement entered into between Econnect,
Inc. (hereinafter "Econnect") and Broadband Video, Inc.
(hereinafter "Broadband Video) dated October 4, 2000, is amended to provide
as follows:
Paragraph "1. The Plan of Reorganization" is amended to provide
for Ten Million (10,000,000) shares of 144 shares of common
stock and Three Million (3,000,000) warrants to buy Three
Million (3,000,000) shares of Econnect common stock for $1.00
per share, which warrants must be all exercised by 5:00 pm
December 31, 2001.
Paragraph "3. The Common Stock" is amended to provide for the
delivery of the shares of stock and the warrants directly to the
shareholders of Broadband Video in the same ratio of ownership
upon Closing.
Paragraph "4. Closing" shall take place upon the next filing
for registration of stock by Econnect (SB-2) which shall take
place on or before December 1,2000. Econnect agrees to register
the shares of stock and warrAnts for purchase of shares in such
registration (SB-2) which shares of stock and warrants shall all
become free trading shares upon approval of the SB-2 by the SEC.
Paragraph "5. Exchange of the Assets for the Common Stock" is
amended to provide for delivery by source code to the Zoom-TV
technology and ▇▇▇▇ of Sale by Broadband Video to Econnect when
the Ten Million (10,000,000) shares of stock and the Warrants
shall become free trading and unrestricted shares and warrants
without any restrictive legend.
In Witness Whereof the parties have executed this Amendment To
Asset Purchase Agreement the day and year set forth above.
EConnect, Inc. Broadband Video, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman & CEO ▇▇▇▇▇▇▇ ▇▇▇▇▇, President