{"id":43361,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-agreement-softnet-systems-inc-china.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-agreement-softnet-systems-inc-china","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/common-stock-purchase-agreement-softnet-systems-inc-china.html","title":{"rendered":"Common Stock Purchase Agreement &#8211; Softnet Systems Inc., China Broadband Corp. and Big Sky Network Canada Ltd."},"content":{"rendered":"<pre>                         COMMON STOCK PURCHASE AGREEMENT\n\n\nTHIS AGREEMENT made this ______________ day of September, 2000.\n\nAMONG:\n\n                  SOFTNET SYSTEMS.,  INC., a corporation incorporated pursuant\n                  -----------------------\n                  to the laws of the State of Delaware and having an office at\n                  650 Townsend  Street,  San Francisco, California, 94103\n\n                  (the \"Vendor\")\n                                                               OF THE FIRST PART\n\nAND:\n\n                  CHINA BROADBAND CORP., a corporation incorporated  pursuant to\n                  ---------------------\n                  the laws of the State of Nevada and having an office at 2080,\n                  440 2nd  Avenue  S.W.,  Calgary, Alberta, T2P 5E9\n\n                  (the \"Purchaser\")\n                                                              OF THE SECOND PART\n\nAND:\n\n                  BIG  SKY  NETWORK  CANADA  LTD.,  an   international   company\n                  ------------------------------\n                  incorporated  pursuant  to  the  laws  of the  British  Virgin\n                  Islands  and  having an office at 1404,  Building  A,  Huiyuan\n                  International  Apartment,  Asia Game Village,  Andingmen  Wai,\n                  Beijing, 100101, People's Republic of China\n\n                  (the \"Company\")\n                                                               OF THE THIRD PART\n\nWHEREAS:\n\n         A.       Pursuant to a Common Stock  Purchase  Agreement made the 23rd\nday of  December,  1999  (the  \"1999  Purchase  Agreement\"),  the  Vendor is the\nregistered owner and holder of 50,000 shares (the \"Shares\") of common stock, par\nvalue $1.00 per share,  in the capital of the Company,  representing  50% (fifty\npercent) of the issued and outstanding  shares of common stock in the capital of\nthe Company; and\n\n         B.       The  Vendor  has  agreed to sell the Shares to the  Purchaser,\nand the  Purchaser  has agreed to purchase  the Shares from the Vendor,  for the\nconsideration and upon the terms and conditions as set forth herein.\n\n\n\nIN  CONSIDERATION  of the payment of the sum of Ten Dollars ($10.00) now paid by\nthe  Purchaser  to the Vendor (the  receipt and  sufficiency  of which is hereby\nacknowledged  by each of the  parties  hereto) and of the mutual  covenants  and\nagreements  contained  herein,  each of the parties covenant and agree with each\nother as follows:\n\n1.       DEFINITIONS\n\n         In this Agreement:\n\n1.1      \"Act\" means the United States Securities Act of 1933, as amended.\n\n1.2      \"Agreement\"  means this Agreement and any instrument  supplementary  or\n         ancillary hereto and includes all schedules attached hereto.\n\n1.3      \"Business Day\" means a day other than a  Saturday, Sunday and any other\n         day which is a legal  holiday in the State of California.\n\n1.4      \"CBBC  (BVI)\"  means China  Broadband  (BVI)  Corp.,  an  international\n         company incorporated pursuant to the laws of the British Virgin Islands\n         and the wholly owned  subsidiary  of the  Purchaser,  which will be the\n         transferee of the Shares hereunder.\n\n1.5      \"CBBC  Shares\"  means  that  number of  shares  of common  stock in the\n         capital of the  Purchaser  to be issued and  allotted  to the Vendor as\n         partial  payment  towards the Purchase Price in accordance with Section\n         3.2(c) of this Agreement.\n\n1.6      \"Closing  Date\"  means the 30th day of  September, 2000,  or such other\n         date as may be agreed to by the parties.\n\n1.7      \"Closing\" means the completion of the transactions contemplated herein\n         on the Closing Date.\n\n1.8      \"Consents\" means any consents, approvals, waivers and releases required\n         for the execution and delivery of this Agreement.\n\n1.9      \"Encumbrance\" or  \"Encumbrances\"  means any mortgage,  charge,  pledge,\n         hypothecation,  security interest,  lien, covenant,  condition,  right,\n         lease, licence,  assignment,  option or claim or any other encumbrance,\n         title defect or adverse claim of whatever kind or nature, regardless of\n         form,  whether or not registered or registrable and whether  consensual\n         or arising by law (statutory or otherwise)  which may adversely  affect\n         either the  Purchaser's  ownership or  possession  of the Shares or the\n         Vendor's  ownership or possession  of the CBBC Shares,  as the case may\n         be.\n\n1.10     \"Governmental   Authority\"  means  any  federal,   state,   provincial,\n         regional,  county,  municipal,  or  other  government  or  governmental\n         authority  or  official,  domestic or foreign,  and includes any board,\n         bureau,  commission,  department,  administrative  agency or regulatory\n         body thereof.\n\n1.11     \"Investors'  Rights  Agreement\"  means that certain  Investors'  Rights\n         Agreement  entered into as of the 23rd day of December,  1999,  between\n         the  Vendor  and  the  Company  providing  for  the  extension  of  the\n         registration  rights,  information rights and other rights as set forth\n         therein by the Company to the Vendor.\n\n                                       2\n\n\n\n1.12     \"Non-Compete  Agreements\"  means  collectively  each of the  individual\n         Non-Compete  Agreements  entered  into as of April 25,  2000  among the\n         parties hereto and each of China Broadband (BVI) Corp.,  Matthew Heysel\n         and Daming Yang.\n\n1.13     \"person\"  or  \"persons\"  means  a  natural  person,  corporation,  body\n         corporate,   partnership,  joint  venture,  association,  trust  or  an\n         incorporated  organization or any trustee,  executor,  administrator or\n         other legal representative.\n\n1.14     \"Press Release\" shall have the meaning set forth in Section 12.1 of\n         this Agreement.\n\n1.15     \"Provision of Services  Agreements\"  means that one or more  agreements\n         entered into by the Vendor and the Company in  accordance  with Section\n         7.3 of the 1999 Purchase  Agreement pursuant to which the Vendor agreed\n         to provide services,  as designated  therein,  to enable the Company to\n         fulfill its  obligations  under the Company's  contract with the Shekou\n         China Merchant's  Industrial Zone, Ltd. and other subsequent  contracts\n         the Company may have entered into from time to time.\n\n1.16     \"Purchase Price\" shall have the meaning set forth in Section 3.2 of\n         this Agreement.\n\n1.17     \"Right of First Refusal, Co-Sale and Voting Agreement\" means that Right\n         of First Refusal,  Co-Sale and Voting Agreement  entered into as of the\n         23rd day of December,  1999, among the Vendor,  the Company and Matthew\n         Heysel, for himself and as attorney-in-fact  for Daming Yang, Kai Yang,\n         Wei Yang,  Jeff Xue,  Dan Xue,  Lu Wang,  Wallace  Nesbitt  and Western\n         Capital Corp.\n\n1.18     \"Shares\" means 50,000 shares of common stock in the capital of the \n         Company.\n\n1.19     \"Shekou  Joint  Venture\"  means the  Shenzhen  China  Merchants Big Sky\n         Network Co.  Ltd. joint venture established pursuant to a  co-operative\n         joint venture  contract  dated  September 21, 1999 between China\n         Merchants Shekou Industrial Zone Ltd. and the Company.\n\n1.20     \"1999  Purchase  Agreement\"  means that certain  Common Stock  Purchase\n         Agreement made as of the 23rd day of December, 1999, between the Vendor\n         and the Company, pursuant to which the Vendor acquired the Shares.\n\n2.       INTERPRETATION\n\n2.1      For the purposes of this Agreement, except as otherwise expressly\n         provided:\n\n2.2      All  references  in this  Agreement to  designated  \"Sections\" in other\n         subdivisions  or  Schedules  are to the  designated  sections and other\n         subdivision or Schedules of or attached to this Agreement.\n\n2.3      The words \"herein\", \"hereof\" and \"hereunder\" and other words of similar\n         import  refer to this  Agreement  as a whole and not to any  particular\n         section or subdivision.\n\n2.4      The  headings are for  convenience  only and do not form a part of this\n         Agreement and are not intended to interpret, define or limit the scope,\n         extent or intent of this Agreement or any provision hereof.\n\n                                       3\n\n\n\n2.5      The singular of any terms  includes the plural and vice versa,  the use\n         of  any  term  is  generally  applicable  to  any  gender  and  whether\n         applicable,  a body  corporate,  the word \"or\" is not exclusive and the\n         \"including\" is not limiting whether or not  non-limiting  language such\n         as  \"without  limitation\"  or \"but not  limited to\" or words of similar\n         import is used with reference thereto.\n\n2.6      All references to currency  means lawful money of the United States\n         (unless  expressed to be in some other currency).\n\n2.7      Any  reference to a statute  includes  the  regulations  made  pursuant\n         thereto,  with all amendments made to the statute or regulations and in\n         force from time to time, and to any statute or regulations  that may be\n         passed  which  has the  effect of  supplementing  or  superseding  such\n         statute or such regulations.\n\n2.8      Any reference to a corporate entity includes and is also reference to a\n         corporate entity that is a successor to such corporate entity.\n\n2.9      Where the time for doing an act falls or expires on a day that is not a\n         Business  Day,  the time for doing such act is extended to the next\n         Business Day.\n\n3.       PURCHASE AND SALE\n\n3.1      The Vendor hereby agrees to sell, transfer and assign to CBBC (BVI) all\n         of its respective right, title and interest in and to the Shares at the\n         time of Closing,  free and clear of all Encumbrances,  in consideration\n         for payment by the Purchaser to the Vendor of the Purchase Price.\n\n3.2      The \"Purchase Price\" shall be paid and satisfied by the Purchaser as\n         follows:\n\n         (a)      by delivery  to the Vendor on or before the Closing  Date of a\n                  certified  cheque  or bank  draft  to or to the  order  of the\n                  Vendor in the amount of  $2,500,000.  In the event the Closing\n                  is  not  completed  as  herein  contemplated  for  any  reason\n                  whatsoever,  the said sum of  $2,500,000  shall be returned to\n                  the Purchaser  within two Business Days from the Closing Date,\n                  together with interest thereon;\n\n         (b)      by delivery  to the Vendor on or before the Closing  Date of a\n                  promissory note,  substantially in the form and upon the terms\n                  as the  promissory  note set forth in  Schedule  \"A\"  attached\n                  hereto,  providing for the payment to the Vendor no later than\n                  September 30, 2001 of  $1,500,000  plus  reimbursement  of the\n                  Vendor's  expenditures incurred in connection with its support\n                  of the Company up to a maximum of  $200,000.  In the event the\n                  Closing is not completed as herein contemplated for any reason\n                  whatsoever,  the said  promissory  note  shall  be  terminated\n                  within two Business Days from the Closing Date;\n\n         (c)      by  forgiveness  of  the  debt  owing  by  the  Vendor  to the\n                  Purchaser  in the  aggregate  amount of  $423,461  (being  the\n                  amount  owing by the  Vendor to the  Purchaser  as at June 30,\n                  2000) plus any and all additional  amounts owing by the Vendor\n                  to the  Purchaser  during the period from on and after July 1,\n                  2000 until and including the Closing Date; and\n\n         (d)      as to the  remaining  balance of the  Purchase  Price,  by\n                  delivery to the Vendor on or before the Closing Date of such\n                  number of shares of the common  stock of the  Purchaser  (the\n                  \"CBBC  Shares\") as is equal to the greater of:  (i) the amount\n                  determined  by  dividing  $8,500,000  by the  average closing\n                  bid price of the  common  stock of the  Purchaser  on NASDAQ\n                  OTC over the  fifteen  (15) trading  days  prior to the\n                  Closing  Date;  and (ii)\n\n                                       4\n\n\n\n                  1,133,000  shares of  common  stock of the Purchaser.  In the\n                  event the  Closing  is not  completed  as herein  contemplated\n                  for any reason whatsoever, the CBBC Shares  shall be  returned\n                  to the  Purchaser  for  cancellation  within two Business Days\n                  from the Closing Date.\n\n4.       COVENANTS\n\n4.1      The Vendor hereby covenants and agrees as follows:\n\n         (a)      subject to applicable  federal and state  securities rules and\n                  regulations,  to transfer  legal and  beneficial  title to the\n                  Shares to CBBC (BVI),  free and clear of all  Encumbrances  at\n                  the time of Closing on the Closing Date;\n\n         (b)      to execute and deliver,  or arrange to have executed and deli-\n                  vered,  all documents and  instruments  which are contemplated\n                  to be executed and delivered prior to or at the time of\n                  Closing;\n\n         (c)      to obtain all necessary Consents of the Vendor entering into\n                  the  transactions  contemplated  by this Agreement;\n\n         (d)      to cause the  resignations  of the nominee  directors who were\n                  designated by the Vendor for election to the  Company's  board\n                  of  directors  pursuant  to Section  5.9 of the 1999  Purchase\n                  Agreement; and\n\n         (e)      to enter into agreements providing for the termination of each\n                  of: (i) the 1999 Purchase  Agreement,  the  Investors'  Rights\n                  Agreement and the Right of First  Refusal,  Co-Sale and Voting\n                  Agreement;  (ii) the  Non-Compete  Agreements;  and  (iii) the\n                  Provision of Services Agreements.\n\n4.2      The Company hereby covenants and agrees:\n\n         (a)      to cause share  certificates  representing  the Shares to be\n                  issued to CBBC (BVI) and the minute books and registers of the\n                  Company to be updated; and\n\n         (b)      to execute  and  deliver any and all  instruments  and do all\n                  such acts as are  required to give effect to this Agreement.\n\n4.3      The Purchaser hereby covenants and agrees:\n\n         (a)      to pay the Purchase Price in accordance with Section 3.2 of\n                  this Agreement and, in particular,  issue the CBBC Shares to\n                  the Vendor;\n\n         (b)      to forgive all advances made on behalf of the Vendor in\n                  connection with the Shekou Joint Venture; and\n\n         (c)      to  execute  and  deliver,  or arrange  to have  executed  and\n                  delivered,   all   documents   and   instruments   which   are\n                  contemplated  to be executed  and  delivered  pursuant to this\n                  Agreement.\n\n                                       5\n\n\n\n5.       REPRESENTATIONS AND WARRANTIES\n\n5.1      The Vendor  hereby  represents  and warrants to the  Purchaser  and the\n         Company as representations  and warranties that are true as at the date\n         hereof  and at the  time  of  Closing  as if such  representations  and\n         warranties were made at such time, that:\n\n         (a)      the Vendor is a corporation  duly organized,  validly existing\n                  and in good standing under the laws of the State of Delaware;\n\n         (b)      the Vendor has all requisite  corporate power and authority to\n                  own its  properties  and to carry on its business as it is now\n                  being  conducted  or  proposed  to be  conducted  and is  duly\n                  registered or qualified and is in good standing in each of the\n                  jurisdictions  in  which  the  properties  owned,   leased  or\n                  operated by the Vendor or the nature of the business conducted\n                  by  the  Vendor  makes  such   registration  or  qualification\n                  necessary;\n\n         (c)      the Vendor has full  power,  authority  and legal  capacity to\n                  execute  and  deliver  this   Agreement  and  any   agreements\n                  contemplated  hereunder,  and the performance by the Vendor of\n                  its obligations  hereunder and  thereunder,  and to consummate\n                  the transactions contemplated hereby and thereby;\n\n         (d)      neither the execution  and delivery of this  Agreement nor the\n                  consummation  of the  transactions  contemplated  hereby  will\n                  conflict  with or  result  in a  breach  of any of the  terms,\n                  conditions or provisions  of the  constating  documents of the\n                  Vendor or any  agreement  or  instrument  to which Vendor is a\n                  party or by which it is bound or  constitute  a default  under\n                  any of the  foregoing  or violate any law,  rule,  regulation,\n                  judgment  or  decree  by  which  the  Vendor  is  bound,   the\n                  consequences  of which would  impair the ability of the Vendor\n                  to perform its obligations under this Agreement;\n\n         (e)      the  Vendor  is the  registered  and  beneficial  owner of the\n                  Shares with good and marketable title thereto,  free and clear\n                  of any actual or  threatened  Encumbrance,  voting  agreement,\n                  voting trust,  shareholders'  agreement or other limitation or\n                  restriction of any nature whatsoever and upon the consummation\n                  of the  transactions  contemplated  hereby  will  vest  in the\n                  Purchaser  legal and  beneficial  title to the Shares free and\n                  clear of any or all  Encumbrances and any claims of any nature\n                  whatsoever  including,  but not  limited to, any claims in the\n                  course of  insolvency or  bankruptcy  proceedings  against the\n                  Vendor which may be asserted against the Purchaser;\n\n         (f)      the Vendor is not a party or subject to any  agreement,\n                  arrangement  or otherwise  which  affects or will affect the\n                  right of the Purchaser to own, use or enjoy the benefit of the\n                  Shares;\n\n         (g)      except for a Consent disclosed  herein, no consent,  approval,\n                  authorization,  licence,  order or permit of any  Governmental\n                  Authority,  court or  arbitrator,  and no  filing,  notice  or\n                  registration  by the Vendor with any  Governmental  Authority,\n                  court or arbitrator is required in order:\n\n                  (i)      for the Vendor to incur its obligations pursuant to\n                           this Agreement;\n\n                  (ii)     for the Vendor to execute and deliver  all other\n                           agreements,  instruments  and  documents  required to\n                           be executed and delivered by the Vendor pursuant to\n                           this Agreement;\n\n                                       6\n\n\n\n                  (iii)    for  the  Vendor  to duly  observe  and  perform  the\n                           provisions,  terms and  conditions of this  Agreement\n                           and all other  agreements,  instruments and documents\n                           to  be  executed  and  delivered   pursuant  to  this\n                           Agreement; and\n\n                  (iv)     to render this  Agreement  and all other  agreements,\n                           instruments   and   documents   to  be  executed  and\n                           delivered pursuant to this Agreement,  legal,  valid,\n                           binding and  enforceable  in accordance  with its and\n                           their terms;\n\n         (h)      the Vendor  will have no  indebtedness  or  liability,  due or\n                  accruing,  contingent or absolute, liquidated or unliquidated,\n                  to any  person in respect  of which the  Purchaser  may become\n                  liable as a result of completing the purchase of the Shares or\n                  which  by the  operation  of law or  otherwise  constitute  or\n                  become an  Encumbrance  or material  contracts  or which could\n                  affect the right of the  Purchaser to own or enjoy the benefit\n                  of the Shares;\n\n         (i)      no  litigation  or   administrative  or  other  proceeding  or\n                  arbitration with or before any Governmental  Authority,  court\n                  or  arbitrator or dispute with any  Governmental  Authority is\n                  presently in process, pending or threatened by or on behalf of\n                  the Vendor and no state of fact exists which could  constitute\n                  the basis of any action,  suit,  claim,  condemnation or other\n                  litigation  or  administrative  or other  proceeding  by or on\n                  behalf of the Vendor,  other than as disclosed  herein,  which\n                  could  affect the right of the  Purchaser to own, use or enjoy\n                  the benefit of the Shares;\n\n         (j)      neither the  execution or delivery of this  Agreement  nor the\n                  consummation  of the  transactions  contemplated  hereby  will\n                  result  in  any  taxes,  levies,  assessments,  duties,  fees,\n                  deductions  or  withholdings  of  any  amount  relating  to it\n                  business  or  the  Assets  becoming  due  or  payable  to  any\n                  Governmental  Authority  which could be payable by, charged to\n                  or  deducted or withheld  from the  Purchaser  or result in an\n                  Encumbrance or otherwise  affect the right of the Purchaser to\n                  own, use or enjoy the benefit of the Shares;\n\n         (k)      the  Vendor  has no  information  or  knowledge  of  any  fact\n                  relating  to  the  transactions  contemplated  hereby  or  its\n                  business  or assets  which,  if known to the  Purchaser  might\n                  reasonably be expected to deter the Purchaser from  completing\n                  the transactions  contemplated  herein or which materially and\n                  adversely  affect  the  ability of the Vendor to carry out its\n                  obligations hereunder;\n\n         (l)      the Vendor is an  \"accredited  investor\" within the meaning of\n                  SEC Rule 501 of Regulation D, as presently in effect;\n\n         (m)      the Vendor  understands that the CBBC Shares it is acquiring\n                  are characterized as \"restricted securities\" under the federal\n                  securities  laws  inasmuch as they are being acquired from the\n                  Purchaser in a transaction not involving a public offering and\n                  that under such laws and applicable  regulations such  shares\n                  may  be  resold  without  registration  under  the  Act  only\n                  in certain limited circumstances.  In the absence of an effec-\n                  tive  registration  statement  covering the CBBC Shares or an\n                  available  exemption  from  registration  under  the  Act, the\n                  CBBC  Shares  must be held indefinitely.  In this  connection,\n                  the Vendor  represents and warrants that it is familiar with\n                  SEC Rule 144, as presently in effect,  and  understands  the\n                  resale  limitations imposed thereby and by the Act, including,\n                  without limitation, the Rule 144 condition that current infor-\n                  mation about the Purchaser   be   available   to  the  public.\n                  Without  in  any  way  limiting  the representations  and\n                  warranties  set forth above,  the Vendor  further agrees that\n                  if the Vendor makes any  disposition  of all or any portion of\n                  the CBBC  Shares,  not pursuant to Rule 144 or a\n\n                                       7\n\n\n\n                  registration statement under the Act covering such proposed\n                  disposition in accordance with such registration  statement,\n                  then the Vendor shall notify the Purchaser of such proposed\n                  disposition and   shall  furnish  the  Purchaser  with  a\n                  statement of the  circumstances  surrounding  the disposition\n                  and, if requested by the Purchaser,the Vendor shall have\n                  furnished the Purchaser with an opinion of counsel, reasonably\n                  satisfactory to the Purchaser, that such disposition is exempt\n                  from  registration or qualification requirements. It is agreed\n                  that the Purchaser will not require  opinions of counsel for\n                  transactions  made  pursuant to Rule 144 or a  registration\n                  statement except in  unusual circumstances;\n\n         (n)      the  CBBC  Shares  to be  received  by the  Purchaser  will be\n                  acquired for investment  for the Vendor's own account,  not as\n                  nominee  or  agent,  and  not  with a view  to the  resale  or\n                  distribution  of any part thereof,  and that the Vendor has no\n                  present intention of selling, granting any participation in or\n                  otherwise distributing the same. The Vendor further represents\n                  and  warrants  that the  Vendor  does  not have any  contract,\n                  undertaking, agreement or arrangement with any person to sell,\n                  transfer or grant participation to such person or to any third\n                  person, with respect to any of the CBBC Shares;\n\n         (o)      it is understood  that the  certificates  evidencing  the CBBC\n                  Shares may bear one or all of the following legends:\n\n                  (i)      \"THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE\n                           SECURITIES  ACT OF 1933, AS AMENDED.  THEY MAY NOT BE\n                           SOLD,  OFFERED FOR SALE,  PLEDGED OR  HYPOTHECATED IN\n                           THE  ABSENCE OF A  REGISTRATION  STATEMENT  IN EFFECT\n                           WITH RESPECT TO THE  SECURITIES  UNDER SUCH ACT OR AN\n                           OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY THAT\n                           SUCH  REGISTRATION  IS NOT  REQUIRED  OR UNLESS  SOLD\n                           PURSUANT TO RULE 144 OF SUCH ACT.\"\n\n                  (ii)     any legend required by state securities laws or the\n                           securities laws of the jurisdiction  where the Vendor\n                           is domiciled, incorporated or organized; and\n\n         (p)      this Agreement and the agreements  contemplated hereunder have\n                  been duly authorized, executed and delivered by the Vendor and\n                  this  Agreement  and  the  agreements  contemplated  hereunder\n                  constitute legal, valid and binding  obligations of the Vendor\n                  enforceable  against  the  Vendor  in  accordance  with  their\n                  respective terms.\n\n5.2      The  Company  hereby  represents  and  warrants  to the  Vendor and the\n         Purchaser as  representations  and  warranties  that are true as at the\n         date hereof and at the time of Closing as if such  representations  and\n         warranties were made at such time, that:\n\n         (a)      the Company is an  international  business company duly orga-\n                  nized,  validly existing and in good standing under the laws\n                  of the British Virgin Islands;\n\n         (b)      the Company has all requisite corporate power and authority to\n                  own its  properties  and to carry on its business as it is now\n                  being  conducted  or  proposed  to be  conducted  and is  duly\n                  registered or qualified and is in good standing in each of the\n                  jurisdictions  in  which  the  properties  owned,   leased  or\n                  operated  by  the  Company  or  the  nature  of  the  business\n                  conducted   by  the  Company   makes  such   registration   or\n                  qualification necessary;\n\n                                       8\n\n\n\n\n         (c)      the Company has full power,  authority  and legal  capacity to\n                  execute  and  deliver  this   Agreement  and  any   agreements\n                  contemplated hereunder,  and the performance by the Company of\n                  its obligations  hereunder and  thereunder,  and to consummate\n                  the transactions contemplated hereby and thereby; and\n\n         (d)      neither the execution  and delivery of this  Agreement nor the\n                  consummation  of the  transactions  contemplated  hereby  will\n                  conflict  with or  result  in a  breach  of any of the  terms,\n                  conditions or provisions  of the  constating  documents of the\n                  Company or any agreement or instrument to which the Company is\n                  a party or by which it is bound or  constitute a default under\n                  any of the  foregoing  or violate any law,  rule,  regulation,\n                  judgment  or  decree  by  which  the  Company  is  bound,  the\n                  consequences  of which would impair the ability of the Company\n                  to perform its obligations under this Agreement.\n\n5.3      The  Purchaser  hereby   represents  and  warrants  to  the  Vendor  as\n         representations  and warranties that are true as at the date hereof and\n         at the time of Closing as if such  representations  and warranties were\n         made at such time, except as set forth on a Schedule of Exceptions (the\n         \"Schedule of Exceptions\")  furnished to the Company  attached hereto as\n         Schedule A, which exceptions shall be deemed to be representations  and\n         warranties as if made hereunder, that:\n\n         (a)      the Purchaser is a company duly organized,  validly  existing\n                  and in good standing under the laws of State of Nevada;\n\n         (b)      the Purchaser has all requisite  corporate power and authority\n                  to own its  properties  and to carry on its  business as it is\n                  now being  conducted or proposed to be  conducted  and is duly\n                  registered or qualified and is in good standing in each of the\n                  jurisdictions  in  which  the  properties  owned,   leased  or\n                  operated  by the  Purchaser  or  the  nature  of the  business\n                  conducted  by  the  Purchaser   makes  such   registration  or\n                  qualification necessary;\n\n         (c)      the Purchaser has full power,  authority and legal capacity to\n                  execute  and  deliver  this   Agreement  and  any   agreements\n                  contemplated  hereunder,  and the performance by the Purchaser\n                  of its obligations hereunder and thereunder, and to consummate\n                  the transactions contemplated hereby and thereby;\n\n         (d)      neither the execution  and delivery of this  Agreement nor the\n                  consummation  of the  transactions  contemplated  hereby  will\n                  conflict  with or  result  in a  breach  of any of the  terms,\n                  conditions or provisions  of the  constating  documents of the\n                  Purchaser  or  any   agreement  or  instrument  to  which  the\n                  Purchaser  is a party or by which it is bound or  constitute a\n                  default under any of the  foregoing or violate any law,  rule,\n                  regulation,  judgment  or  decree by which  the  Purchaser  is\n                  bound,  the  consequences of which would impair the ability of\n                  the Purchaser to perform its obligations under this Agreement;\n\n         (e)      the authorized capital of the Purchaser consists of 50,000,000\n                  shares of common stock, par value $0.001,  of which 18,341,517\n                  shares are  currently  issued and  outstanding  and  4,175,000\n                  shares are  currently  reserved for  issuance  (other than the\n                  CBBC Shares contemplated hereunder);\n\n         (f)      the CBBC Shares,  when issued and delivered in accordance with\n                  terms of this Agreement as partial payment towards the Pur-\n                  chase  Price,  will be duly and validly  issued,  fully paid,\n                  non-assessable and free of restrictions on transfer other than\n                  restrictions on transfer under this Agreement,  the agreements\n                  contemplated  hereunder and applicable state and federal\n                  securities laws. Based upon the representations and warranties\n                  of the Vendor under this\n\n                                       9\n\n\n\n                  Agreement, the CBBC Shares, when issued and sold in accordance\n                  with the terms of this Agreement as partial  payment  towards\n                  the Purchase  Price,  will be issued and sold to the Purchaser\n                  in  compliance  with all  applicable state and federal securi-\n                  ties laws.  The issuance, sale and delivery of the CBBC Shares\n                  is not subject to any pre-emptive rights of  stockholders  of\n                  the Purchaser or to any right of first refusal or other\n                  similar right in favour of any person;\n\n         (g)      other than as set forth herein, no person has any agreement or\n                  option, present or future, contingent, absolute, or capable of\n                  becoming an agreement or option:\n\n                  (i)      to  require  the  Purchaser  to issue any  further or\n                           other  shares in its  capital  or any other  security\n                           convertible  or  exchangeable   into  shares  in  its\n                           capital or to convert or exchange any securities into\n                           or for shares in the capital of the Purchaser;\n\n                  (ii)     for the issue or allotment of any of the authorized\n                           but unissued shares in the capital of the Purchaser;\n\n                  (iii)    to require the  Purchaser to purchase,  redeem,  or\n                           otherwise  acquire any of the issued and  outstanding\n                           shares in the capital of the Purchaser; or\n\n                  (iv)     to purchase or otherwise acquire any shares in the\n                           capital of the Purchaser; and\n\n         (h)      this  Agreement  has  been  duly   authorized,   executed  and\n                  delivered by the  Purchaser and this  Agreement  constitutes a\n                  legal,   valid  and  binding   obligation   of  the  Purchaser\n                  enforceable  against  the  Purchaser  in  accordance  with its\n                  terms.\n\n         (i)      Except  as  set  forth  in the  Schedule  of  Exceptions,  the\n                  Purchaser does not own or control, directly or indirectly, any\n                  capital  stock in any other  corporation  or similar  business\n                  entity (a \"Subsidiary\")  nor is the Purchaser a participant in\n                  any  partnership,  joint venture or similar  arrangement.  The\n                  Schedule   of   Exceptions   describes   the  state  or  other\n                  jurisdiction  of   incorporation   or  organization   and  the\n                  percentage  ownership  interest owned by the Purchaser of each\n                  Subsidiary.  Each  Subsidiary  is  a  corporation  or  limited\n                  liability company duly organized, validly existing and in good\n                  standing under the laws of its state or other  jurisdiction of\n                  incorporation  or   organization.   Each  Subsidiary  has  all\n                  requisite power and authority  (corporate or otherwise) to own\n                  its properties and to carry on its business as it is now being\n                  conducted or proposed to be conducted and is duly qualified to\n                  do  business  as a foreign  corporation  or limited  liability\n                  company and is in good standing in the  jurisdictions in which\n                  the properties owned, leased or operated by such Subsidiary or\n                  the nature of the business  conducted by such Subsidiary makes\n                  such  qualification  necessary  and  where the  failure  to so\n                  qualify  (individually  or in  the  aggregate)  would  have  a\n                  material adverse effect on the business, operations, financial\n                  condition or prospects of the Purchaser  and its  Subsidiaries\n                  taken as a whole.\n\n         (j)      The Purchaser and all of its Subsidiaries own their respective\n                  properties  and assets,  including the  properties  and assets\n                  reflected in the Financial Statements (as defined below), free\n                  and  clear of all  liens,  mortgages,  loans  or  encumbrances\n                  except  liens for current  taxes,  and such  encumbrances  and\n                  liens which arise in the  ordinary  course of business  and do\n                  not   materially   impair  the   Purchaser's  or  any  of  its\n                  Subsidiaries'  ownership  or use of such  property  or assets.\n                  With  respect  to  the  property  and  assets  leased  by  the\n                  Purchaser and each of its Subsidiaries, the Purchaser and each\n                  of its\n\n                                       10\n\n\n\n                  Subsidiaries are in compliance with such leases and hold valid\n                  leasehold interests free and clear of any liens, claims or\n                  encumbrances.\n\n         (k)      All  of  the  contracts,  mortgages,  indentures,  agreements,\n                  instruments  and  transactions  to which the  Purchaser or any\n                  Subsidiary  is a party or by which  they are bound  (excluding\n                  purchase orders made in the ordinary course of business to the\n                  Purchaser  or  any  of  its  Subsidiaries  or  placed  by  the\n                  Purchaser   or  any  of  its   Subsidiaries)   which   involve\n                  obligations  of, or payments  to, the  Purchaser or any of its\n                  Subsidiaries  in excess of Fifty  Thousand  Dollars  ($50,000)\n                  (\"Material   Contracts\")   and  all  agreements   between  the\n                  Purchaser  or  any  of  its  Subsidiaries  and  any  of  their\n                  respective officer,  directors,  employees and consultants are\n                  valid,  binding  and in full force and effect in all  respects\n                  and  enforceable  by or against  the  Purchaser  or any of its\n                  Subsidiaries in accordance with their  respective terms in all\n                  respects,  subject  to the  effect of  applicable  bankruptcy,\n                  insolvency,  reorganization,   moratorium  or  other  laws  of\n                  general  application  relating to or affecting  enforcement of\n                  creditor's  rights  and  rules  or laws  concerning  equitable\n                  remedies.  Neither  the  Purchaser  nor any  Subsidiary  is in\n                  default under any of such Material  Contracts.  No other party\n                  to any of the Material Contracts has been in the past, nor, to\n                  the  Purchaser's  knowledge,  no  other  party  to  any of the\n                  contracts is currently in material default thereunder.\n\n(l)               No  consent,  approval,  authorization,  license  or order of,\n                  registration,   qualification,   designation,  declaration  or\n                  filing  with,  or notice  to, any  governmental  entity or any\n                  other person is necessary to be obtained, made or given by the\n                  Purchaser in  connection  with the  execution  and delivery of\n                  this  Agreement,  the  performance  by  the  Purchaser  of its\n                  obligations   hereunder,   and   the   consummation   of   the\n                  transactions contemplated hereby.\n\n         (m)      No  consent,   approval,   order  or   authorization   of,  or\n                  registration,   qualification,   designation,  declaration  or\n                  filing  with,  any  federal,   state  or  local   governmental\n                  authority  on  the  part  of  the  Purchaser  or  any  of  its\n                  Subsidiaries is required in connection with (i) the execution,\n                  delivery and performance of this Agreement, (ii) the issuance,\n                  sale  and   delivery  of  the  CBBC   Shares,   or  (iii)  the\n                  consummation   of  the   transactions   contemplated  by  this\n                  Agreement,  except  for  such  post-closing  filings  required\n                  pursuant  to  applicable  foreign  and U.S.  federal and state\n                  securities  laws and  blue sky  laws,  which  filings  will be\n                  effected within the required statutory period.\n\n         (n)      There is no action,  arbitration,  proceeding or investigation\n                  pending or threatened  against the Purchaser or any Subsidiary\n                  or any of their  respective  officers,  directors  or,  to the\n                  Purchaser's   knowledge,   against  any  other   employees  or\n                  consultants of the Purchaser or any of its  Subsidiaries  (or,\n                  to the  Purchaser's  knowledge,  any valid basis  therefore or\n                  threat thereof) which might result,  either individually or in\n                  the  aggregate,  in (a) any  material  adverse  change  in the\n                  business, conditions,  affairs, operations or prospects of the\n                  Purchaser,  any  of  its  Subsidiaries  or  in  any  of  their\n                  respective  properties or assets of any  shareholder,  (b) any\n                  material  adverse  impairment  of the right or  ability of the\n                  company or any of its Subsidiaries to carry on its business as\n                  now  conducted  or as  proposed  to be  conducted,  or (c) any\n                  material  liability on the part of the Purchaser or any of its\n                  Subsidiaries or any shareholder. Neither the Purchaser nor any\n                  of its Subsidiaries is a party to or subject to the provisions\n                  of any  order,  writ,  injunction,  judgment  or decree of any\n                  court or government agency or  instrumentality.  Other than as\n                  set out in the  Schedule  of  Exceptions,  there is no action,\n                  suit,   arbitration,   proceeding  or   investigation  by  the\n                  Purchaser  or any of its  Subsidiaries  currently  pending  or\n                  which the  Purchaser or any  Subsidiary  currently  intends to\n                  initiate.\n\n                                       11\n\n\n\n         (o)      The Purchaser and each Subsidiary owns or has the right to use\n                  the patents,  unpatented inventions,  trademarks,  tradenames,\n                  service  marks,  service  names,  copyrights,  trade  secrets,\n                  know-how,  designs,  processes  and  other  intangible  assets\n                  (collectively,   \"Proprietary   Assets\")   necessary  for  the\n                  business of the Purchaser and the Subsidiaries  free and clear\n                  of liens,  claims,  and  encumbrances  created  outside of the\n                  ordinary  course of business or identified in the Schedules of\n                  Exceptions hereto. Neither the Purchaser nor any Subsidiary is\n                  knowingly  violating or infringing the rights of others in any\n                  patent,   unpatented   invention,   trademark,   trade   name,\n                  servicemark,   copyright,   trade  secret,  know-how,  design,\n                  process or other intangible  asset.  Neither the Purchaser nor\n                  any  Subsidiary   has  received  any  written   communications\n                  alleging,  nor is it aware,  that it (or any of its  officers,\n                  employees or  consultants)  has  violated or infringed  or, by\n                  conducting   its  business  as  proposed,   would  violate  or\n                  infringe, any Proprietary Asset of any other person or entity.\n                  To  the  Purchaser's   knowledge,   no  third  party  has  any\n                  ownership, right, title, interest, claim or lien on any of the\n                  Purchaser's or any Subsidiary's  Proprietary  Assets, and each\n                  of the Purchaser and its  Subsidiaries  has taken,  and in the\n                  future each of the Purchaser and its Subsidiaries will use its\n                  best  efforts  to take,  all  steps  reasonably  necessary  to\n                  preserve  its legal  rights  in, and the  secrecy  of, all its\n                  Proprietary  Assets,  except  those  for which  disclosure  is\n                  required for legitimate  business or legal reasons.  Except as\n                  set forth in the Schedule of Exceptions, neither the Purchaser\n                  nor  any  Subsidiary  has  granted,  and,  to the  Purchaser's\n                  knowledge there are not outstanding,  any options, licenses or\n                  agreements  of any kind relating to any  Proprietary  Asset of\n                  the Purchaser or any  Subsidiary,  nor is the Purchaser or any\n                  Subsidiary  bound  by or a party  to any  option,  license  or\n                  agreement of any kind with  respect to any of its  Proprietary\n                  Assets.  Except as set forth in the  Schedule  of  Exceptions,\n                  neither the Purchaser  nor any  Subsidiary is obligated to pay\n                  any royalties or other  payments to third parties with respect\n                  to the marketing, sale, distribution,  manufacture, license or\n                  use of any of its  Proprietary  Asset or any other property or\n                  rights.\n\n         (p)      Financial Statements.\n\n                  (i)      The Purchaser has delivered to Investor the following\n                           financial  statements and notes  (collectively,  the\n                           \"Financial Statements\"):\n\n                           (a)      the unaudited balance sheet of the Purchaser\n                                    as of the  last  day  of  each  fiscal  year\n                                    preceding   the   Closing  and  the  related\n                                    unaudited statements of operations,  changes\n                                    in  stockholder's  equity  and cash flows of\n                                    the   Purchaser   for  such  fiscal   years,\n                                    together with the notes thereto; and\n\n                           (b)      the unaudited balance sheet of the Purchaser\n                                    as  of  the  end  of  the   fiscal   quarter\n                                    immediately   preceding   the  Closing  (the\n                                    \"Unaudited Interim Balance Sheet\"),  and the\n                                    related unaudited  statements of operations,\n                                    changes  in  stockholder's  equity  and cash\n                                    flows of the  Purchaser  for the period from\n                                    the end of the preceding  fiscal year to the\n                                    end of such fiscal  quarter,  together  with\n                                    the notes thereto.\n\n                  (ii)     All of the Financial Statements are accurate and com-\n                           plete in all respects,  and the dollar amount of each\n                           line item  included  in the  Financial  Statements is\n                           accurate  in all  respects.  The Financial Statements\n                           are in accordance  with the books and records of the\n                           Purchaser and present fairly the  financial  position\n                           of the  Purchaser  as of the  respective  dates\n                           thereof  and the  results of  operations  of the\n                           Purchaser,  changes  in  stockholder's equity and\n                           cash flows for the periods  covered  thereby.\n\n                                       12\n\n\n\n                           The Financial Statements have been prepared in accor-\n                           dance  with GAAP,  applied on a consistent  basis\n                           throughout  the periods covered.\n\n                  (iii)    Except as set forth in the Schedule of  Exceptions,\n                           at the date of the Unaudited  Interim  Balance Sheet,\n                           (i) the  Purchaser had no  Liabilities  of any nature\n                           (matured or  unmatured, fixed or contingent) required\n                           by GAAP to be provided for in the Unaudited  Interim\n                           Balance Sheet which were not provided for in the\n                           Unaudited Interim Balance Sheet,  (ii) the  Purchaser\n                           had no debt,  liability or  obligation  of any nature\n                           (matured or  unmatured,  fixed or contingent) which\n                           were  not  required  by  GAAP  to be  provided for in\n                           the  Unaudited Interim  Balance Sheet,  (iii) all\n                           reserves  established by the Purchaser and set forth\n                           in the  Unaudited  Interim  Balance  Sheet were ade-\n                           quate for the purposes for which they were esta-\n                           blished,and (iv) there are no assets of the Purchaser\n                           or any Subsidiary,  the value of which (in the reaso-\n                           nable  judgment of the  Purchaser) is materially\n                           overstated in the Unaudited Interim Balance Sheet.\n\n         (q)      The  Purchaser  and  each of its  Subsidiaries  maintain  such\n                  insurance covering property damage,  including  environmental,\n                  and  liability as is  reasonably  prudent  under  commercially\n                  reasonable business  practices.  The Purchaser and each of its\n                  Subsidiaries have in full force and effect products  liability\n                  and errors and  omissions  insurance in amounts  customary for\n                  companies similarly situated.\n\n         (r)      Foreign Corrupt Practices Act. None of the activities or types\n                  of conduct  below have been or may have been engaged in by the\n                  Purchaser or any Subsidiary, either directly or indirectly:\n\n                  (i)      Any bribes or  kickbacks to  government  officials or\n                           their  relatives,  or  any  other  payments  to  such\n                           persons,  whether or not  legal,  to obtain or retain\n                           business  or  to  receive  favorable  treatment  with\n                           regard to business; or\n\n                  (ii)     Any  bribes  or  kickbacks  to  persons   other  than\n                           government   officials,   or  to  relatives  of  such\n                           persons,  or any other  payments  to such  persons or\n                           their  relatives,  whether or not legal, to obtain or\n                           retain  business  or to receive  favorable  treatment\n                           with regard to business; or\n\n                  (iii)    Any illegal contributions made to any political party\n                           political candidate or holder of governmental office;\n                           or\n\n                  (iv)     Any bank accounts, funds or pools of funds created or\n                           maintained  without being  reflected on the corporate\n                           books of  account,  or as to which the  receipts  and\n                           disbursements  therefrom  have not been  reflected on\n                           such books; or\n\n                  (v)      Any  receipts  of  disbursements,  the actual  nature\n                           of which has been  \"disguised\"  or intentionally mis-\n                           recorded on the corporate books of account; or\n\n                  (vi)     Fees paid to  consultants or commercial  agents which\n                           exceeded the reasonable  value of the services pur-\n                           ported to have been rendered; or\n\n                  (vii)    Any payments or  reimbursements  made to personnel of\n                           the  Purchaser  for the purposes of enabling  them to\n                           expend time or to make  contributions  or payments of\n                           the  kind  or  for  the   purpose   referred   to  in\n                           subparagraphs  (a)-(f)  above.  The\n\n                                       13\n\n\n\n                           Purchaser has not violated the United States Corrupt\n                           Foreign  Practices Act or any  other  similar  laws,\n                           statute,  rule  or regulation of any country.\n\n6.       CONDITIONS PRECEDENT\n\n6.1      The  obligations  of  the  Purchaser  to  consummate  the  transactions\n         contemplated  herein are subject to the fulfilment  and  performance of\n         the following conditions on or prior to the Closing Date, each of which\n         is for the  exclusive  benefit  of the  Purchaser  and may be waived in\n         writing in whole or in part by the Purchaser on or prior to the Closing\n         Date:\n\n         (a)      the parties  shall execute and deliver or cause to be executed\n                  and delivered an agreement  providing for the  termination  of\n                  each  of:  (i) the 1999  Purchase  Agreement,  the  Investors'\n                  Rights  Agreement and the Right of First Refusal,  Co-Sale and\n                  Voting Agreement;  (ii) the Non-Compete Agreements;  and (iii)\n                  the Provision of Services Agreements;\n\n         (b)      each  and all of the  representations  and  warranties  of the\n                  Vendor  contained  herein  shall  be true and  correct  in all\n                  material  respects as of the  Closing  Date to the same extent\n                  and to the same effect as if made on the Closing Date;\n\n         (c)      no   injunction   or   restraining   order   of  a  court   or\n                  administrative  tribunal of competent jurisdiction shall be in\n                  effect  prohibiting  the  transactions   between  the  parties\n                  contemplated  hereby and no actions or proceedings  shall have\n                  been  instituted  and  remain  pending  before  any  court  or\n                  administrative   tribunal  to   restrain   or   prohibit   the\n                  transactions between the parties contemplated hereby;\n\n         (d)      no event shall have occurred or condition or state of facts of\n                  any  character  shall have arisen or  legislation,  whether by\n                  statute rule, regulation,  bylaw or otherwise, shall have been\n                  introduced  which  might  reasonably  be  expected  to  have a\n                  material adverse affect upon the financial condition,  results\n                  of  operations,  business or prospects of the operation of the\n                  business of the Company; and\n\n         (e)      the Vendor shall have  performed  and complied with all of the\n                  covenants  and  obligations herein to be performed or complied\n                  with by it.\n\n6.2      In the  event  that  any of the  conditions  in  Section  6.1  are  not\n         fulfilled  and  performed  on or before the Closing  Date,  or the date\n         stated  therein,  the Purchaser may rescind this  Agreement and abandon\n         the transactions contemplated hereby by notice in writing to the Vendor\n         and,  in  that  event,   the  Purchaser  shall  be  released  from  all\n         obligations  hereunder,  any and all  amounts  paid to the Vendor or in\n         connection with the completion of the transactions  contemplated hereby\n         shall be repaid to the  Purchaser  except for the amount of Ten Dollars\n         ($10.00),  which  is  non-refundable  and  was  paid to the  Vendor  in\n         consideration of the Vendor entering into this Agreement.\n\n6.3      The   obligations  of  the  Vendor  to  consummate   the   transactions\n         contemplated  herein are subject to the fulfilment  and  performance of\n         the following conditions on or prior to the Closing Date, each of which\n         is for the exclusive benefit of the Vendor and may be waived in writing\n         in whole or in part by the Vendor on or prior to the Closing Date:\n\n         (a)      the common  stock of the  Purchaser  shall have been traded on\n                  the NASDAQ OTC for at least fifteen (15) trading days prior to\n                  the Closing Date.\n\n                                       14\n\n\n\n         (b)      each  and all of the  representations  and  warranties  of the\n                  Purchaser  contained  herein  shall be true and correct in all\n                  material  respects as of the  Closing  Date to the same extent\n                  and to the same effect as if made on the Closing Date;\n\n         (c)      no   injunction   or   restraining   order   of  a  court   or\n                  administrative  tribunal of competent jurisdiction shall be in\n                  effect  prohibiting  the  transactions   between  the  parties\n                  contemplated  hereby and no actions or proceedings  shall have\n                  been  instituted  and  remain  pending  before  any  court  or\n                  administrative   tribunal  to   restrain   or   prohibit   the\n                  transactions between the parties contemplated hereby;\n\n         (d)      no event shall have occurred or condition or state of facts of\n                  any  character  shall have arisen or  legislation,  whether by\n                  statute rule, regulation,  bylaw or otherwise, shall have been\n                  introduced  which  might  reasonably  be  expected  to  have a\n                  material adverse affect upon the financial condition,  results\n                  of  operations,  business or prospects of the operation of the\n                  business of the Purchaser; and\n\n         (e)      the  Purchaser  shall have  performed and complied with all of\n                  the  covenants  and  obligations  herein  to be  performed  or\n                  complied with by it.\n\n6.4      In the  event  that  any of the  conditions  in  Section  6.3  are  not\n         fulfilled  and  performed  on or before the Closing  Date,  or the date\n         stated  therein,  the Vendor may rescind this Agreement and abandon the\n         transactions  contemplated hereby by notice in writing to the Purchaser\n         and, in that event,  the Vendor shall be released from all  obligations\n         hereunder, any and all amounts paid to the Vendor or in connection with\n         the completion of the transactions  contemplated hereby shall be repaid\n         to the Purchaser except for the amount of Ten Dollars  ($10.00),  which\n         is  non-refundable  and was paid to the Vendor in  consideration of the\n         Vendor entering into this Agreement.\n\n7.       CLOSING\n\n7.1      The Closing of this transaction shall take place on the Closing Date at\n         the offices of Koffman Kalef located in Vancouver, British Columbia, or\n         at such other place as may be approved by the parties hereto.\n\n7.2      At or before  Closing,  each of the parties hereto shall take, or cause\n         to be taken, all actions,  steps and corporate proceedings necessary or\n         desirable  to  validly  and   effectively   approve  or  authorize  the\n         completion of the transactions herein provided for and the Vendor shall\n         deliver or cause to be delivered to the Purchaser:\n\n         (a)      the Shares, duly endorsed for transfer;\n\n         (b)      certified   copy  of  directors   resolution   of  the  Vendor\n                  authorizing  and  approving  the transfer of the Shares to the\n                  Purchaser;\n\n         (c)      certified   copy  of  directors   resolution  of  the  Company\n                  transferring the Shares to the Purchaser;\n\n         (d)      any Consents;\n\n         (e)      the  resignations  of each  of the  nominee  directors  of the\n                  Vendor from the board of directors of the Company; and\n\n                                       15\n\n\n\n         (f)      any and all such further certificates, agreements or documents\n                  as reasonably required by the Purchaser to give effect to this\n                  Agreement.\n\n7.3      Contemporaneously  with  fulfilment  of  the  foregoing  provisions  of\n         Section  7.2 and upon  fulfilment  of the  conditions  in favour of the\n         Purchaser that have not been waived in writing as therein provided, the\n         Purchaser shall deliver to the Vendor:\n\n         (a)      a certified cheque,  bank draft or wire transfer payable to or\n                  to the order of the  Vendor in the  amount  of  $2,500,000  in\n                  accordance with Section 3.2(a) of this Agreement;\n\n         (b)      a  promissory  note,  substantially  in the  form and upon the\n                  terms  and  conditions  of the  promissory  note set  forth in\n                  Schedule  \"A\"  attached  hereto,  in  accordance  with Section\n                  3.2(b) of this Agreement;\n\n         (c)      copy of  certificates,  duly legended,  representing  the CBBC\n                  Shares in accordance with Section 3.2(c) of this Agreement;\n\n         (d)      certified  copy  of  directors  resolution  of  the  Purchaser\n                  issuing the CBBC Shares to the Vendor in  satisfaction  of the\n                  Purchase Price; and\n\n         (e)      any and all such further certificates, agreements or documents\n                  as  reasonably  required  by the Vendor to give effect to this\n                  Agreement.\n\n8.       NON COMPETITION\n\n8.1      For a period of two years following the Closing Date and so long as any\n         part of the Purchase Price shall remain unpaid,  the Vendor agrees that\n         it will not, without the prior written consent of the Purchaser, either\n         individually  or in  conjunction  with any other person or persons,  as\n         principal, agent, partner, co-venturer, shareholder, investor, advisor,\n         consultant,  officer,  director,  employee or otherwise,  in any manner\n         whatsoever  become engaged in,  interested in or concerned  with, or be\n         engaged in, interested in or concerned with, or advise,  lend money to,\n         guarantee  the debts or  obligations  of, permit its name to be used or\n         employed  by,  or  associated  with,  or be  connected  in  any  manner\n         whatsoever  with, any person or persons engaged with,  interested in or\n         concerned  with a  business  in those  cities  set forth in  Schedule B\n         hereto  which  is the same as or  similar  to or  competitive  with the\n         business of the Company as presently carried on by it.\n\n9.       CONFIDENTIALITY\n\n9.1      \"Confidential  Information\"  means any oral, written or electronic data\n         and  information  now or hereafter  existing  relating to the business,\n         products, trade-secrets,  know-how and management of the Company or the\n         Purchaser  which is treated by the  Company  and\/or  the  Purchaser  as\n         confidential.\n\n9.2      The Vendor hereby agrees:\n\n         (a)      between the date hereof and the expiry of two years  following\n                  the Closing  Date,  to keep all  Confidential  Information  in\n                  strictest  confidence and not to disclose or permit disclosure\n                  of all or any portion of such Confidential  Information to any\n                  person or persons,  except as otherwise expressly permitted by\n                  this  Agreement,  or with the  prior  written  consent  of the\n                  Purchaser, which consent may be unreasonably withheld;\n\n                                       16\n\n\n\n         (b)      to use all reasonable  efforts to ensure the protection of the\n                  confidentiality of the Confidential Information of the Company\n                  and\/or the Purchaser; and\n\n         (c)      not to use all or any portion of the Confidential  Information\n                  of the Company  and\/or the  Purchaser  in any way which may be\n                  reasonably  considered  detrimental  to  the  business  and\/or\n                  operations of the Company and\/or the Purchaser.\n\n10.      REMEDIES\n\n10.1     It is further  understood  and agreed  that money  damages may not be a\n         sufficient  remedy for any breach by the  Vendor of the  provisions  of\n         Section 9 of this  Agreement and that in the event of such breach,  the\n         Purchaser  shall be  entitled  to specific  performance  or  injunctive\n         relief as a remedy for any breach. The exercise of any remedy shall not\n         be deemed to be the exclusive remedy for a breach of these  provisions,\n         but shall be in  addition  to all other  remedies  available  at law or\n         equity.\n\n11.      SURVIVAL AND INDEMNITY\n\n11.1     The  covenants,   representations  and  warranties  contained  in  this\n         Agreement  and given by any of the parties  hereto  respectively  shall\n         survive  the  Closing of the sale and  purchase  of the  Shares  herein\n         provided for and shall survive  notwithstanding  any investigation made\n         by any party prior to the Closing Date,  shall not merge with any deed,\n         conveyance  or other  transfer,  instrument or other  agreement  giving\n         effect hereto,  and shall survive any amalgamation or reorganization or\n         merger entered into by any party and,  notwithstanding such Closing and\n         any  investigation  by or on behalf of any party, and shall continue in\n         full force and effect indefinitely.\n\n11.2     Without prejudice to any other remedy available to the Purchaser at law\n         or in equity, the Vendor does hereby agree, on demand, to indemnify and\n         save  harmless  the  Purchaser  from and  against  all costs,  damages,\n         deficiencies,  demands,  injury,  liabilities (whether accrued, actual,\n         contingent or otherwise),  losses, claims,  judgments,  amounts paid in\n         settlement  of actions  or  claims,  and  expenses  (including  but not\n         limiting to legal fees and  disbursements  on a  solicitor  and his own\n         client  basis) and any manner  accruing  from,  arising  out of or with\n         respect to or relating to any of the  representations,  warranties  and\n         covenants of the Vendor  contained  herein being untrue or incorrect or\n         the failure of the Vendor to observe or perform any of its  obligations\n         hereunder or as a result of the  Purchaser  owning and  possessing  the\n         Shares, as and from the Closing Date.\n\n11.3     Without prejudice to any other remedy available to the Vendor at law or\n         in equity, the Purchaser does hereby agree, on demand, to indemnify and\n         save  harmless  the  Vendor  from  and  against  all  costs,   damages,\n         deficiencies,  demands,  injury,  liabilities (whether accrued, actual,\n         contingent or otherwise),  losses, claims,  judgments,  amounts paid in\n         settlement  of actions  or  claims,  and  expenses  (including  but not\n         limiting to legal fees and  disbursements  on a  solicitor  and his own\n         client  basis) and any manner  accruing  from,  arising  out of or with\n         respect to or relating to any of the  representations,  warranties  and\n         covenants of the Purchaser  contained  herein being untrue or incorrect\n         or the  failure of the  Purchaser  to  observe  or  perform  any of its\n         obligations  hereunder  or  as  a  result  of  the  Vendor  owning  and\n         possessing the CBBC Shares, as and from the Closing Date\n\n12.      DISCLOSURE\/PRESS RELEASES\n\n12.1     Prior to issuing any press  release,  advertising,  publicity or public\n         statement or in any way engaging in any other form of public disclosure\n         that indicates the existence of or terms of this  Agreement  and\/or the\n         agreements contemplated hereunder (\"Press Release\"),  each party hereby\n\n                                       17\n\n\n\n         agrees to give  notice to the other party of its  intention  to issue a\n         Press  Release,  deliver a draft copy of the Press Release to the other\n         party and allow the other  party an  opportunity  to  comment  upon the\n         contents of the draft Press Release  within  twenty-four  (24) hours of\n         receipt  by such other  party of the draft  Press  Release.  Each party\n         further  agrees to use its best  efforts to address any comments of the\n         other party received by it within the twenty-four  (hour) period during\n         which the other party has had the  opportunity  to review the  proposed\n         Press Release.  The  obligations of the parties as provided for in this\n         Section  12.1 in no way impose  upon  either  party the  obligation  to\n         receive  the prior  approval  and\/or  consent of the other party to the\n         issuance and\/or dissemination of a Press Release by such party.\n\n                                       18\n\n\n\n13.      GENERAL\n\n13.1     SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein, the terms\n         and conditions of this  Agreement  shall inure to the benefit of and be\n         binding  upon the  respective  successors  and  assigns of the  parties\n         (including  transferees of any Shares or CBBC Shares).  Nothing in this\n         Agreement,  express or  implied,  is intended to confer upon any party,\n         other  than the  parties  hereto  or their  respective  successors  and\n         assigns, any rights,  remedies,  obligations or liabilities under or by\n         reason  of  this  Agreement,  except  as  expressly  provided  in  this\n         Agreement.\n\n13.2     GOVERNING LAW. This Agreement  shall be governed by and construed under\n         the laws of the State of  California  as  applied to  agreements  among\n         California  residents entered into and to be performed  entirely within\n         the State of California.\n\n13.3     NOTICES.  All  notices  required  or  permitted  hereunder  shall be in\n         writing  and  shall be  deemed  effectively  given:  (i) upon  personal\n         delivery  to the party to be  notified,  (ii)  when  sent by  confirmed\n         facsimile if sent during normal  business  hours of the  recipient,  if\n         not, then on the next  business day;  (iii) five days after having been\n         sent by registered or certified mail, return receipt requested, postage\n         prepaid;  or (iv) one day after  deposit with a  nationally  recognized\n         overnight   courier,   specifying  next  day  delivery,   with  written\n         verification  of  receipt.  All  communications  shall  be  sent to the\n         address  as set forth on the  signature  page  hereof or at such  other\n         address as such party may designate by ten days advance  written notice\n         to the other parties hereto and if to the Vendor, with a copy to Latham\n         &amp; Watkins, 505 Montgomery Street,  Suite 1900, San Francisco,  CA 94111\n         (Fax no.  415\/395-8095) Attn: Tad Freese and if to the Purchaser and\/or\n         the Company, with a copy to Koffman Kalef, 19th Floor, 885 West Georgia\n         Street,   Vancouver,   British  Columbia,   Canada  V6C  3H4  (Fax  no.\n         604\/891-3788) Attn: Bernard Poznanski.\n\n13.4     EXPENSES.  Irrespective of whether the Closing is effected,  each party\n         shall pay all costs and  expenses  that it incurs  with  respect to the\n         negotiation,  execution, delivery and performance of this Agreement and\n         the agreements contemplated hereunder.\n\n13.5     TIME OF THE ESSENCE.  Time shall be of the essence in the  performance\n         by each party of its  respective obligations under this Agreement.\n\n13.6     AMENDMENTS  AND WAIVERS.  Any term of this Agreement may be amended and\n         the  observance  of any term of this  Agreement  may be waived  (either\n         generally  or in a  particular  instance  and either  retroactively  or\n         prospectively),  only with the written  consent of the parties  hereto.\n         Any amendment or waiver  effected in accordance  with this Section 13.6\n         shall be binding  upon the holder of the  Shares  purchased  under this\n         Agreement at the time outstanding, each future holder of all the Shares\n         and the Company.\n\n13.7     SEVERABILITY.  If one or more  provisions of this Agreement are held to\n         be unenforceable under applicable law, such provision shall be excluded\n         from  this  Agreement  and  the  balance  of  the  Agreement  shall  be\n         interpreted  as if  such  provision  were  so  excluded  and  shall  be\n         enforceable in accordance with its terms.\n\n13.8     ENTIRE AGREEMENT.  This Agreement and the documents  referred to herein\n         constitute the entire agreement among the parties and no party shall be\n         liable or bound to any  other  party in any  manner by any  warranties,\n         representations or covenants except as specifically set forth herein or\n         therein.\n\n                                       19\n\n\n\n13.9     Counterparts.   This   Agreement   may  be  executed  in  two  or  more\n         counterparts,  each of which  shall be deemed an  original,  but all of\n         which together shall constitute one and the same instrument.\n\n\n\nIN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day\nand year first above written.\n\n\n\nSOFTNET SYSTEMS, INC.\n\n\nPer:\n      -----------------------------------------------\n      Authorized Signatory\n\n\nCHINA BROADBAND CORP.\n\n\nPer:\n      -----------------------------------------------\n      Authorized Signatory\n\n\n\nBIG SKY NETWORK CANADA LTD.\n\n\nPer:\n      -----------------------------------------------\n      Authorized Signatory\n\n\n                                       20\n\n\n\n\n                                  SCHEDULE \"A\"\n\n                         FORM OF SECURED PROMISSORY NOTE\n\n\nAMOUNT: $________________                            DUE: September 30, 2001\n                                                          ------------------\n\n\nFOR VALUE RECEIVED China Broadband Corp. (the \"Borrower\") hereby unconditionally\npromises to pay to or to the order of Softnet Systems, Inc. (the \"Lender\") on or\nbefore  September  30,  2001 at the  offices of the  Lender  located at the date\nhereof at 650 Townsend Street, San Francisco,  California,  94103, the principal\namount of o ($o) (the  \"Principal  Amount\") plus interest  accrued from the date\nhereof at a rate of 8% per annum.\n\nThe Borrower shall be entitled to repay at any time and from time to time all or\nany part of the Principal  Amount then  outstanding  under this Promissory Note.\nSuch  prepayment  shall be made by the Borrower to the Lender  without  premium,\npenalty or bonus.\n\nThe Borrower hereby expressly waives the presentation,  demand,  protest, notice\nof default, notice of acceleration and any other notice of any kind hereunder.\n\nPayment of this  Promissory Note shall be secured at Lender's cost by all of the\nassets of the Borrower. Upon reasonable request by Lender, Borrower shall do any\nand all  reasonable  acts  necessary to assist  Lender to perfect such  security\ninterest.\n\nThe  occurrence of any of the following  shall  constitute an \"Event of Default\"\nunder this Promissory Note:\n\n         (1) the failure to make any payment of principal, interest or any other\namount payable  hereunder when due under this  Promissory  Note or the breach of\nany  other  condition  or  obligation   under  this  Promissory  Note,  and  the\ncontinuation of such failure or breach for five (5) days;\n\n         (2) the filing of a petition by or against the Borrower under any pro-\nvision of the  Bankruptcy  Reform Act,  Title 11 of the United  States Code, as\namended or recodified  from time to time, or under any similar law relating to\nbankruptcy, insolvency or other relief for debtors;or appointment of a receiver,\ntrustee, custodian or  liquidator  of or for all or any part of the assets or\nproperty of the Borrower;  or the  insolvency  of the  Borrower;  or the making\nof a general assignment for the benefit of creditors by the Borrower;\n\n         (3)      causing China Broadband (BVI) Corp. (CBBC (BVI)), an interna-\ntional  company incorporated pursuant to the laws of the British  Virgin islands\nand a  wholly-owned  subsidiary of the Borrower,  to transfer any of the shares\nof Big Sky Network Canada Ltd. owned by CBBC (BVI); or\n\n         (4)      the dissolution or liquidation of the Borrower.\n\nUpon the occurrence of any Event of Default,  the Lender, at its option, may (i)\nby  notice  to the  Borrower,  declare  the  unpaid  principal  amount  of  this\nPromissory  Note,  all interest  accrued and unpaid hereon and all other amounts\npayable  hereunder  to be  immediately  due and  payable,  whereupon  the unpaid\nprincipal  amount of this  Promissory  Note all such interest and all such other\namounts shall become immediately due and payable,  without presentment,  demand,\nprotest  or further  notice of any kind;  and (ii)  whether  or not the  actions\nreferred  to in  clause  (i) have been  taken,  after  sixty  (60) days from the\noccurrence  of  such\n\n                                       21\n\n\n\nevent,  exercise  any or all of the  Lender's  rights  and remedies  hereunder\nand  proceed  to  enforce  all other  rights  and  remedies available to the\nLender under applicable law.\n\nThe  Borrower  agrees to pay on  demand  all the  losses,  costs,  and  expenses\n(including,  without  limitation,  attorneys' fees and disbursements)  which the\nLender incurs in connection  with  enforcement or attempted  enforcement of this\nPromissory  Note, or the protection or preservation of the Lender's rights under\nthis Promissory Note, whether by judicial  proceedings or otherwise.  Such costs\nand expenses include, without limitation,  those incurred in connection with any\nworkout or refinancing,  or any bankruptcy,  insolvency,  liquidation or similar\nproceedings.\n\nThe Borrower hereby waives diligence,  demand,  presentment,  protest or further\nnotice  of any  kind.  The  Borrower  agrees  to make all  payments  under  this\nPromissory  Note without setoff or deduction and regardless of any  counterclaim\nor defence.\n\nNo single or partial  exercise  of any power  under this  Promissory  Note shall\npreclude  any other or further  exercise  of such power or exercise of any other\npower.  No delay or omission on the part of the Lender in  exercising  any right\nunder this  Promissory Note shall operate as a waiver of such right or any other\nright hereunder.\n\nThis  Promissory  Note  shall be  binding on the  Borrower  and his  successors,\nassigns, personal representatives,  executors, heirs, and legatees, and shall be\nbinding upon and inure to the benefit of the Lender,  any future  holder of this\nPromissory  Note and  their  respective  successors  and  assigns.  Neither  the\nBorrower nor the Lender may assign or transfer  this  Promissory  Note or any of\nhis obligations hereunder without the other party's prior written consent.\n\nTHIS  PROMISSORY  NOTE SHALL BE GOVERNED BY AND  CONSTRUED  IN  ACCORDANCE  WITH\nCALIFORNIA LAW.\n\nThe Borrower and the Lender hereby (i) submit to the  nonexclusive  jurisdiction\nof the courts of the State of  California  and the federal  courts of the United\nStates  sitting in the  Northern  District  of the State of  California  for the\npurpose  of any  action  or  proceeding  arising  out  of or  relating  to  this\nPromissory  Note,  (ii) agree  that all claims in respect of any such  action or\nproceeding may be heard and determined in such courts,  (iii)  irrevocably waive\n(to the extent  permitted by  applicable  law) any  objection  which they now or\nhereafter  may have to the  laying  of venue of any such  action  or  proceeding\nbrought in any of the  foregoing  courts,  and any objection on the grounds that\nany  such  action  or  proceeding  in any such  court  has  been  brought  in an\ninconvenient  forum and (iv) agree that a final  judgment  in any such action or\nproceeding  shall be conclusive  and may be enforced in other  jurisdictions  by\nsuit on the judgment or in any other manner permitted by law.\n\nTHE BORROWER AND LENDER HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL\nBY JURY OF ANY CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING OUT OF OR RELATED\nTO THIS PROMISSORY NOTE, OR THE TRANSACTIONS  CONTEMPLATED HEREBY IN ANY ACTION,\nPROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST\nANY OTHER PARTY OR PARTIES.  THE BORROWER AND LENDER  HEREBY AGREE THAT ANY SUCH\nCLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT\nIN ANY WAY LIMITING THE  FOREGOING,  THE BORROWER AND LENDER  FURTHER AGREE THAT\nTHEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION\nAS TO ANY ACTION,  COUNTERCLAIM OR OTHER  PROCEEDING WHICH SEEKS, IN WHOLE OR IN\nPART, TO CHALLENGE THE VALIDITY OR  ENFORCEABILITY  OF THIS PROMISSORY  NOTE, OR\nANY PROVISION HEREOF.\n\n                                       22\n\n\n\n\n\n\n\nCHINA BROADBAND CORP.\n\n\nPer:\n      -----------------------------------------------\n      Authorized Signatory\n\n\n\n\n\n\n\n\n\n                                       23\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9622,9627],"class_list":["post-43361","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43361","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43361"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43361"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43361"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43361"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}