{"id":43617,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement.html","title":{"rendered":"Share Purchase Agreement"},"content":{"rendered":"<pre>                            SHARE PURCHASE AGREEMENT\n\n         This Share Purchase Agreement (the \"Agreement\") is made as of the 13th\nday of July, 2001, by and among eUNIVERSE, INC., a Nevada corporation (\"EUI\"),\nand INDIMI, L.L.C., a Delaware limited liability company (the \"LLC\"), Indimi,\nInc., a Delaware corporation (\"Indimi\"), 550 Digital Media Ventures, Inc., a\nDelaware corporation (the \"Seller\") and Sony Music Entertainment, Inc., a\nDelaware corporation (\"SONY\"), with respect to Section 7 only.\n\n                                    RECITALS:\n\n         1. The Seller owns all of the issued and outstanding membership\ninterests of the LLC (collectively, the \"LLC Shares\").\n\n         2. EUI desires to acquire from the Seller the LLC Shares in exchange\nfor certain shares of common stock, $.001 par value, of EUI (the \"Common Stock\")\nas set forth in this Agreement, and the Seller desires to convey the LLC Shares\nto EUI in exchange for such Common Stock.\n\n         3. As a condition and as partial consideration for EUI entering into\nthis Agreement and the transactions contemplated herein, SONY has agreed to\nguaranty the obligations hereunder as set forth in greater detail herein.\n\n                                   AGREEMENT:\n\n         In consideration of the recitals and the respective representations,\nwarranties, covenants and agreements hereinafter contained, and for other good\nand valuable consideration, the receipt and sufficiency of which is hereby\nacknowledged, the parties hereto, intending to be legally bound, hereby agree as\nfollows:\n\n1. Certain Definitions. As used in this Agreement, the following capitalized\nterms shall have the respective meanings set forth below:\n\n\"Adjusted Share Price\" shall have the meaning set forth in Section 2.2 of this\nAgreement.\n\n\"Agreement\" shall have the meaning set forth in the outset of this Agreement.\n\n\"Articles of Incorporation\" shall have the meaning set forth in Section 3.1(c)\nof this Agreement.\n\n\"By-laws\" shall have the meaning set forth in Section 3.1(c) of this Agreement.\n\n\"Certificate of Designation\" the Certificate of Designation of Series B\nConvertible Preferred Stock of eUNIVERSE, Inc.\n\n\"Certificate of Formation\" shall have the meaning set forth in Section 4.1(c) of\nthis Agreement.\n\n\"Closing\" shall have the meaning set forth in Section 2.1 of this Agreement.\n\n\"Closing Date\" shall have the meaning set forth in Section 2.1 of this\nAgreement.\n\n\"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n\n\"Conversion Shares\" shall mean the Common Stock issued upon conversion of the\nSeries B Preferred Shares.\n\n\"Encumbrance\" shall have the meaning set forth in Sections 3.2 of this\nAgreement.\n\n\"Environmental Laws\" shall mean all federal, state, local and foreign statutes,\nlaws, judicial decisions, regulations, ordinances, rules, judgments, orders,\ncodes, injunctions, permits and governmental agreements relating to human health\nand the environment, including, but not limited to, Hazardous Materials; and the\nterm \"Hazardous Material\" means all substances or materials regulated as\nhazardous, toxic, explosive, dangerous, flammable or radioactive under any\nEnvironmental Law including, but not limited to: (i) petroleum, asbestos, or\npolychlorinated biphenyls and (ii) in the United States, all substances defined\nas Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil\nand Hazardous Substances Pollution Contingency Plan.\n\n\"ERISA\" shall mean the Employee Retirement Income Security Act of 1974, as\namended, and all rules and regulations issued thereunder, as amended.\n\n\"EUI\" shall have the meaning set forth in the outset of this Agreement.\n\n\"EUI Balance Sheet\" shall have the meaning set forth in Section 3.6 of this\nAgreement.\n\n\"EUI Disclosure Schedule\" shall mean the disclosure schedule prepared and\nexecuted by EUI and attached hereto as Schedule 1.\n\n\"EUI Employment Agreements\" shall have the meaning set forth in Section 3.22(c)\nof this Agreement.\n\n\"EUI Financial Statements\" shall have the meaning set forth in Section 3.6 of\nthis Agreement.\n\n\"EUI Intellectual Property\" shall have the meaning set forth in Section 3.11 of\nthis Agreement.\n\n\"EUI Opinion\" shall have the meaning set forth in Section 5.2(h) of this\nAgreement.\n\n\"EUI Permits\" shall mean all permits, licenses and approvals of all Governmental\nEntities (as defined hereinafter) necessary for the lawful conduct of the EUI's\nbusiness.\n\n\"EUI Real Property\" shall have the meaning set forth in Section 3.7 of this\nAgreement.\n\n\"EUI Shares\" shall have the meaning set forth in Section 2.2 of this Agreement.\n\n\"EUI Trademarks\" shall have the meaning set forth in Sections 3.11 of this\nAgreement.\n\n\"Exchange Act\" shall mean the Securities Exchange Act of 1934.\n\n\n                                       2\n\n\n\n\n\n\n\n\"Existing Stock Option Plans\" shall mean the eUniverse, Inc. 1999 Stock Awards\nPlan.\n\n\"Existing Warrants\" shall mean any and all of those certain outstanding rights\nto subscribe for and purchase common stock of eUniverse, Inc. as set forth on\nExhibit \"A\" attached hereto, including, without limitation, that certain\n\"Warrant for the Purchase of up to 1,101,260 Shares of Common Stock\" of\neUniverse, Inc. issued to New Technology Holdings, Inc. (n\/k\/a 550 Digital Media\nVentures, Inc.) dated September 6, 2000.\n\n\"GAAP\" shall mean United States generally accepted accounting principles,\nconsistently applied.\n\n\"Governmental Entity\" shall mean any national, state, municipal or local\ngovernment, public body or authority, domestic or foreign, or any subdivision or\nagency thereof, or any quasi-governmental or private body exercising any\nregulatory, taxing, importing or other governmental or quasi-governmental\nauthority, including courts of competent jurisdiction, domestic or foreign.\n\n\"Knowledge of the Seller\" shall be meant to include the knowledge of, LLC,\nIndimi, Inc and the Seller (as defined herein).\n\n\"LLC\" shall have the meaning set forth in the outset of this Agreement.\n\n\"LLC Balance Sheet\" shall have the meaning set forth in Section 4.6 of this\nAgreement.\n\n\"LLC Benefit Plans\" shall have the meaning set forth in Section 4.19(a) of this\nAgreement.\n\n\"LLC Business\" shall mean the business of LLC as set forth on Schedule 3\nattached hereto.\n\n\"LLC Disclosure Schedule\" shall mean the disclosure schedule prepared and\nexecuted by LLC and attached hereto as Schedule 2.\n\n\"LLC Employment Agreements\" shall have the meaning set forth in Section 4.19(c)\nof this Agreement.\n\n\"LLC Financial Statements\" shall have the meaning set forth in Section 4.6 of\nthis Agreement.\n\n\"LLC Intellectual Property\" shall have the meaning set forth in Section 4.9 of\nthis Agreement.\n\n\"LLC Opinion\" shall have the meaning set forth in Section 5.1(j) of this\nAgreement.\n\n\"LLC Permits\" shall mean all permits, licenses and approvals of all Governmental\nEntities necessary for the lawful conduct of the LLC Business.\n\n\"LLC Personnel\" shall mean all personnel employed by LLC.\n\n \"LLC Shares\" shall have the meaning set forth in the recitals of this\nAgreement.\n\n\"LLC Trademarks\" shall have the meaning set forth in Sections 4.9 of this\nAgreement\n\n\n                                       3\n\n\n\n\n\n\n\n\"Material Adverse Effect\" shall mean any material adverse effect on (i) either\nthe EUI Common Stock or the LLC Shares, as appropriate (ii) the ability of\neither EUI or Seller to perform their respective obligations under this\nAgreement, the Stock Purchase Agreement of even date, the Registration Rights\nAgreement of even date, and any other agreements between the parties as may be\nexecuted in connection with this Agreement, or (iii) the condition (financial),\nproperties, assets, liabilities, business, prospects or operations of either EUI\nor Seller and any of their respective subsidiaries.\n\n\"Material Contract\" shall mean any contract, the absence of which would have a\nMaterial Adverse Effect on EUI or any subsidiary thereof and\/or the LLC, as the\ncase may be.\n\n\"Person\" shall mean any individual, corporation, limited liability company,\npartnership, association, trust, unincorporated organization, other entity or\ngroup (as defined in the Exchange Act), including a Governmental Entity.\n\n\"Performance Obligations\" means any and all contractual obligations and\nliabilities relating to the LLC other than obligations chargeable to the period\nprior to the Closing.\n\n\"Press Release\" shall have the meaning set forth in Section 9 of this Agreement.\n\n\"Securities\" shall mean the EUI Shares and the Series B Preferred Shares.\n\n\"Securities Act\" shall mean the Securities Act of 1933.\n\n\"SEC Documents\" shall have the meaning set forth in Section 3.8 of this\nAgreement.\n\n\"Seller\" shall have the meaning set forth in the outset of this Agreement.\n\n\"Share Price\" shall have the meaning set forth in Section 2.1 of this Agreement.\n\n\"Taxes\" shall mean all taxes, assessments and governmental charges and any other\nsimilar charges imposed by any federal, state, county, local or foreign\ngovernment, taxing authority, subdivision or agency thereof, inclusive of\ninterest, penalties or additions imposed thereon or in connection therewith.\n\nTerms that are defined in other provisions of this Agreement have the meanings\ngiven to them in those provisions\n\n2. Purchase and Sale of the LLC Shares. The purchase of the LLC Shares shall\nconsist of the following transactions:\n\n         2.1 At the closing of the transactions contemplated herein subject to\nthe terms and conditions of this Agreement (the \"Closing\"), EUI shall purchase\nfrom the Seller all (but not less than all) of the LLC Shares and the Seller\nshall convey, assign, transfer and deliver all (but not less than all) of the\nLLC Shares to EUI.\n\n\n                                       4\n\n\n\n\n\n\n\n\n         At the Closing on the Closing Date, EUI shall issue and deliver to the\nSellers such number of shares of Common Stock (the \"EUI Shares\") equal to nine\nmillion nine hundred forty thousand dollars ($ 9,940,000.00) divided by $2.75\n(the \"Share Price\"); provided that the Share Price (adjusted for a stock split,\nreverse split, stock dividend, merger, consolidation, exchange of shares,\nrecapitalization, reorganization or other similar event) shall be adjusted to\nthe average closing price of the Common Stock for the fifteen (15) trading days\nimmediately following the date of this Agreement (the \"Adjusted Share Price\") as\nfollows: in the event that such 15 day trading average is (i) more than $3.00,\nthe Adjusted Share Price shall be $0.02 greater than the Share Price for each\n$0.01 such average exceeds $3.00, or (ii) less than $2.50, the Adjusted Share\nPrice shall be $0.015 less than the Share Price for each $0.01 such average is\nbelow $2.50, subject to the limitation that the Adjusted Share Price shall not\nexceed $3.25 (in each case as adjusted for a stock split, reverse split, stock\ndividend, merger, consolidation, exchange of shares, recapitalization,\nreorganization or other similar event). In the event that the Adjusted Share\nPrice is less than or equal to $2.00 (in each case as adjusted for a stock\nsplit, reverse split, stock dividend, merger, consolidation, exchange of shares,\nrecapitalization, reorganization or other similar event) any of the parties\nshall have a right to terminate the transactions contemplated by this Agreement\nas set forth in Section 8.2 herein.\n\n         2.2 No fractional shares of EUI Shares will be issued, no cash will be\npaid in lieu of fractional shares, and the total number of EUI Shares issued to\nSeller shall be rounded down to the nearest whole number.\n\n3. Representations and Warranties of EUI.\n\n   EUI represents and warrants to Seller and Indimi (which representations and\nwarranties shall survive the Closing for two (2) years from the date hereof) as\nfollows:\n\n         3.1 Capitalization. (a) The authorized capital stock of EUI consists of\n250,000,000 shares of Common Stock, par value $.001 per share, and 40,000,000\nshares of preferred stock (\"Preferred Stock\"), par value $.10 per share. Ten\nmillion (10,000,000) shares of the Preferred Stock have been designated as\nSeries A 6% Convertible Preferred Stock (the \"Series A\") and, immediately prior\nto Closing 4,098,335 shares of preferred stock will be designated \"Series B\nPreferred Shares\". There are outstanding 18,825,808 shares of Common Stock,\n1,454,572 shares of Series A and no Series B Preferred Shares and EUI has no\nother shares of capital stock authorized, issued or outstanding.\n\n             (b) Except as set forth in Section 3.1 of the EUI Disclosure\nSchedule and the Existing Warrants, (i) there are no outstanding options,\nwarrants, scrip, rights to subscribe to, calls or commitments of any character\nwhatsoever relating to, or securities or rights convertible into or exercisable\nor exchangeable for, any shares of capital stock of EUI, or arrangements by\nwhich EUI is or may become bound to issue additional shares of capital stock,\nnor are any such issuances or arrangements contemplated other than pursuant to\nExisting Stock Option Plans, (ii) there are no agreements or arrangements under\nwhich EUI is obligated to register the sale of any of its securities under the\nSecurities Act (except as provided hereunder), (iii) EUI has no obligation\n(contingent or otherwise) to purchase, redeem or otherwise acquire any of its\nequity securities or any interests therein or to pay any dividend or make any\ndistribution\n\n\n                                       5\n\n\n\n\n\n\n\nin respect thereof and (iv) except as set forth in Section 3.1 of the EUI\nDisclosure Schedule, EUI has not reserved any shares of capital stock for\nissuance pursuant to any stock option plan or similar arrangement. The\ncapitalization of EUI as of the date hereof, including, without limitation, the\nauthorized capital stock, the number of shares issued and outstanding, the\nnumber of shares issuable and reserved for issuance pursuant to EUI's stock\noption plans, the number of shares issuable and reserved for issuance pursuant\nto securities (other than the Series B Preferred Shares) exercisable for, or\nconvertible into or exchangeable for any shares of capital stock and the number\nof shares to be reserved for issuance upon conversion of the Series B Preferred\nShares is as set forth in Section 3.1 of the EUI Disclosure Schedule, delivered\nby EUI to Seller in connection herewith. Section 3.1 of the EUI Disclosure\nSchedule also lists any stockholders that, to EUI's knowledge, beneficially own\nfive percent (5%) or more of the Common Stock, determined in accordance with\nRule 13d-3 under the Exchange Act). Except as set forth in Section 3.1 of the\nEUI Disclosure Schedule, there are no securities or instruments containing\nantidilution or similar provisions that will be triggered by the issuance of the\nSecurities in accordance with the terms of this Agreement or the issuance of the\nConversion Shares in accordance with the Certificate of Designation.\n\n             (c) EUI has furnished to the Seller: (i) true and correct copies of\nEUI's articles of incorporation (the \"Articles of Incorporation\") as in effect\non the date hereof, and (ii) EUI's by-laws (the \"By-laws\") as in effect on the\ndate hereof.\n\n         3.2 Due Issuance and Authorization of Capital Stock. All of the\noutstanding shares of capital stock of EUI have been duly authorized, validly\nissued and are fully paid and nonassessable. Except as set forth in section 3.2\nof the EUI Disclosure Schedule, no EUI Shares are subject to (a) preemptive\nrights or any other similar rights of the stockholders of EUI or (b) any lien,\nclaim, judgment, charge, mortgage, security interest, pledge, escrow equity or\nother encumbrance (collectively, \"Encumbrances\") and the sale and delivery of\nthe Securities to the Seller pursuant to the terms hereof and the issuance of\nthe Conversion Shares to the Seller upon conversion of the Series B Preferred\nShares will vest in the Seller legal and valid title to such Securities, free\nand clear of all Encumbrances. The Securities will be duly authorized, validly\nissued, fully paid and nonassessable and a sufficient number of shares of Common\nStock have been reserved for issuance upon conversion of the Series B Preferred\nShares. Except as set forth in Section 3.2 of the EUI Disclosure Schedule, none\nof the Securities are subject to (a) preemptive rights or any other similar\nrights of the stockholders of EUI or (b) Encumbrances.\n\n         3.3 Organization. EUI was organized and incorporated in the State of\nNevada. EUI (a) is a corporation duly incorporated, validly existing and in good\nstanding under the laws of the State of Nevada, (b) is duly qualified to do\nbusiness as a foreign corporation and is in good standing in each jurisdiction\nwhere the nature of the property owned or leased by it or the nature of the\nbusiness conducted by it makes such qualification necessary, except where the\nfailure to be so qualified would not have a Material Adverse Effect on EUI, (c)\nhas its principal place of business and chief executive office at 6300 Wilshire\nBlvd., Suite 1700, Los Angeles, California 90048 and (d) has all requisite power\nand authority to own or lease and operate its assets and carry on its business\nas presently being conducted and to perform the terms of this Agreement and the\ntransactions contemplated herein.\n\n\n                                       6\n\n\n\n\n\n\n\n         3.4 Subsidiaries. Except as set forth in Section 3.4 of the EUI\nDisclosure Schedule, EUI has no subsidiaries and has no equity interest in any\ncorporation, partnership, joint venture, limited liability company or other\nPerson.\n\n         3.5 Consents. Neither the execution, delivery or performance of this\nAgreement by EUI, nor the consummation by it of the obligations and transactions\ncontemplated hereby, requires any consent of, authorization by, exemption from,\nfiling with or notice to any governmental authority or any other Person, other\nthan the shareholder approval required as a result of the transactions\ncontemplated under this Agreement or the other transaction documents.\n\n         3.6 Financial Statements. EUI has delivered or caused to be delivered\nto Seller an audited consolidated balance sheet of EUI and any subsidiaries, as\napplicable, as of March 31, 2001 (the \"EUI Balance Sheet\"), and audited\nconsolidated statements of income and retained earnings and cash flows of EUI\nand any subsidiaries, as applicable, for the year ended March 31, 2001\n(collectively with the EUI Balance Sheet, the \"EUI Financial Statements\"), and\nan unqualified opinion thereon from EUI's independent accountants. The EUI\nFinancial Statements were prepared in conformity with GAAP applied on a\nconsistent basis (except as may be indicated in the notes thereto) and present\nfairly, in all material respects, the financial position and the results of\noperations of EUI and any of its subsidiaries, as applicable, as of the dates,\nand for the periods, referred to therein.\n\n         3.7 Title to Property and Assets. Neither EUI nor any subsidiary, as\nthe case may be, owns any real property. Each of EUI and its subsidiaries owns\nits personal property and assets free and clear of all Encumbrances, except\nliens that arise in the ordinary course of business which do not materially\naffect the value of such property and do not materially interfere with the use\nmade and proposed to be made of such property by EUI and its subsidiaries.\nExcept as set forth in Section 3.7 of the EUI Disclosure Schedule, with respect\nto any real property, EUI is not in material violation of any of its leases. All\nmachinery, equipment, furniture, fixtures and other personal property and all\nplants, buildings, structures and other facilities, including, without\nlimitation, office space used by EUI and any of its subsidiaries in the conduct\nof its business, is in good operating condition and fit for operation in the\nordinary course of business (subject to normal wear and tear) except for any\ndefects which will not materially interfere with the conduct of normal\noperations of EUI and any of its subsidiaries. EUI has delivered or caused to be\ndelivered to the Seller true and complete copies of any leases related to the\nreal property used by EUI and any subsidiaries in the conduct of their business\n(the \"EUI Real Property\").\n\n         3.8 SEC Documents. Since June 16, 1999, EUI has timely filed all\nreports, schedules, forms, statements and other documents required to be filed\nby it with the SEC pursuant to the reporting requirements of the Exchange Act or\nthe Securities Act, as applicable (all of the foregoing filed and on or after\nJune 16, 1999, and all exhibits included therein and financial statements and\nschedules thereto and documents incorporated by reference therein, being\nhereinafter referred to herein as the \"SEC Documents\"). EUI has delivered to the\nSeller true and complete copies of the SEC Documents, except the exhibits and\nschedules thereto and the documents incorporated therein. As of their respective\ndates, the SEC Documents complied with the requirements of the Exchange Act or\nthe Securities Act, as the case may be, and the rules and regulations of the SEC\npromulgated thereunder applicable to the SEC Documents, and none of\n\n\n                                       7\n\n\n\n\n\n\n\n\n\nthe SEC Documents, at the time they were filed with the SEC, contained any\nuntrue statement of a material fact or omitted to state a material fact required\nto be stated therein or necessary in order to make the statements therein, in\nlight of the circumstances under which they were made, not misleading. As of\ntheir respective dates, the financial statements of EUI included in the SEC\nDocuments complied as to form in all material respects with applicable\naccounting requirements and the published rules and regulations of the SEC\napplicable with respect thereto. Such financial statements have been prepared in\naccordance with GAAP applied on a consistent basis during the periods involved\n(except (a) as may be otherwise indicated in such financial statements or the\nnotes thereto, or (b) in the case of unaudited interim statements, to the extent\nthey may not include footnotes or may be condensed or summary statements) and\npresent fairly in all material respects the consolidated financial position of\nEUI and its consolidated subsidiaries as of the dates thereof and the\nconsolidated results of their operations and cash flows for the periods then\nended (subject, in the case of unaudited statements, to immaterial year-end\naudit adjustments).\n\n         3.9 Authorization; Enforcement. EUI has all requisite corporate power\nand has taken all necessary corporate action required for the due authorization,\nexecution, delivery and performance by EUI of this Agreement and the\nconsummation of the transactions contemplated hereby. The execution, delivery\nand performance by EUI of this Agreement and the consummation by EUI of the\ntransactions contemplated hereby, have been duly authorized by all necessary\ncorporate action on the part of the EUI. EUI has taken all actions under its\nArticles of Incorporation and its By-laws as may be necessary or advisable to\nprovide EUI with the rights hereby contemplated.\n\n         This Agreement constitutes the valid and binding obligation of EUI,\nenforceable against EUI in accordance with its respective terms.\n\n         3.10 No Conflicts. The execution, delivery and performance of this\nAgreement and the consummation of the transactions contemplated hereby will not\n(a) result in a violation of the Articles of Incorporation or By-laws of EUI,\n(b) conflict with or result in the breach of the terms, conditions or provisions\nof or constitute a default (or an event which with notice or lapse of time or\nboth would become a default) under, or give rise to any right of termination,\nacceleration or cancellation under, any agreement, lease, mortgage, license,\nindenture, instrument or other contract to which EUI or any of its subsidiaries\nis a party, (c) result in a violation of any law, rule, regulation, order,\njudgment or decree (including, without limitation, U.S. federal and state\nsecurities laws and regulations) applicable to EUI or any of its subsidiaries or\nby which any property or asset of EUI or any of its subsidiaries is bound or\naffected, or (d) result in the creation of any Encumbrance upon any of their\nassets. Neither EUI nor any of its subsidiaries is in violation of its articles\nof incorporation, certificate of formation, articles of organization, limited\nliability company agreement, partnership agreement or by-laws (as applicable in\neach case), and except as set forth in Section 3.10 of the EUI Disclosure\nSchedule, neither EUI nor any of its subsidiaries is in default (and no event\nhas occurred which, with notice or lapse of time or both, would cause EUI or any\nof its subsidiaries to be in default) under, nor has there occurred any event\ngiving others (with notice or lapse of time or both) any rights of termination,\namendment, acceleration or cancellation of, any material agreement, indenture or\ninstrument to which EUI or any of its subsidiaries is a party. The business of\nEUI and its subsidiaries is not being conducted\n\n\n                                       8\n\n\n\n\n\n\n\n\nin violation of any law, ordinance or regulation of any Governmental Entity,\nexcept for violations that, either singly or in the aggregate, would not have a\nMaterial Adverse Effect.\n\n         EUI is not in violation of the qualifications or maintenance\nrequirements of The Nasdaq Small Cap Market and is not subject to any threat of\na proceeding to disqualify the Common Stock from trading on The Nasdaq Small Cap\nMarket.\n\n         3.11 EUI Intellectual Property. \"EUI Intellectual Property\" means all\nmaterial (i) trademarks, service marks, trade dress, logos, trade names,\nInternet domain names and corporate names, together with all translations,\nadaptations, derivations and combinations thereof and including all goodwill\nassociated therewith, and all applications, registrations and renewals in\nconnection therewith (collectively, \"EUI Trademarks\"), (ii) copyrightable works,\nall copyrights and all applications, registrations and renewals in connection\ntherewith, and all content and information contained on any website (iii) trade\nsecrets and confidential business information (including, without limitation,\nideas, know-how, compositions, technical data, designs, drawings, and customer\nand supplier lists), (iv) computer software (including, without limitation, data\nand related documentation) and source codes, (v) other proprietary rights, (vi)\nall copies and tangible embodiments of the foregoing (in whatever form or\nmedium) and (vii) licenses or agreements in connection with the foregoing. EUI\nIntellectual Property shall include all Intellectual Property which is used in\nconnection with the business of EUI or any of its subsidiaries, and which EUI or\nany of its subsidiaries owns or has rights in and to pursuant to an EUI Permit,\nthe absence of which would have a Material Adverse Effect on EUI or any\nsubsidiary thereof.\n\n             (a) Except as set forth in Section 3.11(a) of the EUI Disclosure\nSchedule, with respect to each item of EUI Intellectual Property:\n\n                 (i) EUI and its subsidiaries possess all right, title and\n      interest in and to the item, free and clear of any Encumbrance, license or\n      other restriction, and EUI or its subsidiaries has taken or caused to be\n      taken reasonable and prudent steps to protect its rights in and to, and\n      the validity and enforceability of, the item and no trade secret of EUI or\n      any subsidiary has been disclosed or authorized to be disclosed to any\n      third party other than pursuant to a written nondisclosure agreement that\n      adequately protects EUI's and the applicable subsidiary's proprietary\n      interests in and to such trade secrets;\n\n                 (ii) the item is not subject to any outstanding injunction,\n      judgment, order, decree, ruling or charge;\n\n                 (iii) no action, suit, proceeding, hearing, investigation,\n      charge, complaint, claim or demand is pending or is threatened, which\n      reasonably challenges the legality, validity, enforceability, use or\n      ownership of the item;\n\n                 (iv) EUI has never agreed to indemnify any Person for or\n      against any interference, infringement, misappropriation or other conflict\n      with respect to the item;\n\n\n                                       9\n\n\n\n\n\n\n\n\n                 (v) each license, sublicense, agreement or permission covering\n      the item is legal, valid, binding, enforceable and in full force and\n      effect; and\n\n                 (vi) neither EUI nor any subsidiary has licensed or sublicensed\n      its rights in any EUI Intellectual Property, or received or been granted\n      any such rights, other than pursuant to the EUI Permits;\n\n                 (vii) to the knowledge of EUI or any subsidiary thereof, no\n      party (other than EUI) to any license, sublicense or agreement is in\n      breach or default, and to the knowledge of EUI, no event has occurred\n      which, with notice or lapse of time, would constitute a breach or default\n      or permit termination, modification or acceleration thereunder, except for\n      any such breach, default or event which would not have a Material Adverse\n      Effect.\n\n         Section 3.11(a) of the EUI Disclosure Schedule sets forth a list of all\nmaterial EUI Intellectual Property and identifies which is owned, licensed,\nleased or otherwise used, as the case may be. All EUI or subsidiary registered\npatents, and all registered and unregistered copyrights, trademarks, and service\nmarks are valid and subsisting and in full force and effect and are not subject\nto any Taxes or other fees except for annual filing and maintenance fees.\nNeither EUI nor any of its subsidiaries is aware of (a) any notice, claim or\nassertion that any item of EUI Intellectual Property is or potentially may be\ninvalid or (b) any facts which would cause a reasonable person to conclude that\nany item of EUI Intellectual Property is or potentially may be invalid. Neither\nEUI nor any of its subsidiaries, nor any Website that is affiliated with or\notherwise contains any EUI or any subsidiaries' trademark, service mark, logo,\nor other indicia of ownership or attribution, is currently or has interfered\nwith, infringed upon, misappropriated or otherwise come into conflict with any\nIntellectual Property rights of third parties, and there is no pending or\nthreatened claim or litigation against EUI or any of its subsidiaries contesting\nthe right to use its Intellectual Property rights, asserting the misuse of any\nthereof, or asserting the infringement or other violation of any Intellectual\nProperty rights of a third party. True and complete copies of all trademark and\ncopyright applications of EUI have been provided to Seller. All EUI Trademarks\nhave been in continuous use by EUI or its subsidiaries, and the EUI Trademarks\nlisted in Section 3.11(a) of the EUI Disclosure Schedule for which EUI or any\nsubsidiary has obtained or applied for a registration have been continuously\nused in the form appearing in, and in connection with the goods and services\nlisted in, their respective registration certificates. To the best knowledge of\nEUI or any of its subsidiaries, there has been no material prior use of such EUI\nTrademarks by any third party which would confer upon said third party superior\nrights in such EUI Trademarks. EUI and its subsidiaries have adequately policed\nthe material EUI Trademarks against third party infringement so as to maintain\nthe validity of such EUI Trademarks.\n\n             (b) Other than as set forth in Section 3.11(c) of the EUI\nDisclosure Schedule, which Section sets forth a list of all material EUI\nIntellectual Property so effected, there are no material outstanding options,\nlicenses, or agreements of any kind relating to EUI Intellectual Property, nor\nis EUI or any subsidiary bound by or a party to any options, licenses, or\nagreements of any kind with respect to EUI Intellectual Property. To the best\nknowledge of EUI\n\n\n                                       10\n\n\n\n\n\n\n\n\nand any subsidiary, no third party has materially interfered with, infringed\nupon, misappropriated or otherwise come into conflict with the material EUI\nIntellectual Property.\n\n             (c) To the best knowlegde of EUI or any of its subsidiaries, none\nof the key employees, contractors or agents of EUI or any of its subsidiaries\nare obligated under any contract (including, without limitation, licenses,\ncovenants, or commitments of any nature) or other agreement, or subject to any\njudgment, decree, or order of any court or administrative agency, that would\ninterfere with the use of his or her reasonable diligence to promote the\ninterests of EUI or any subsidiary or that would conflict with EUI's or its\nsubsidiary's businesses as presently conducted or contemplated to be conducted.\nNeither the execution, delivery or performance of this Agreement, nor the\ncarrying on of EUI's or its subsidiaries' businesses by the employees,\ncontractors or agents of EUI or its subsidiaries, nor the conduct of EUI's and\nany of its subsidiaries' businesses as presently conducted or contemplated to be\nconducted, will conflict with or result in a breach of the material terms,\nconditions or provisions of, or constitute a material default under, any\ncontract, covenant, or instrument under which any such key employee, contractors\nor agents is obligated, and which conflict, breach or default would be\nmaterially adverse to EUI or any of its subsidiaries.\n\n             (d) EUI has entered into written agreements with all key employees,\ncontractors or agents of EUI and each of its subsidiaries with provisions\nseeking to protect the confidentiality of all EUI Intellectual Property and to\nensure full and unencumbered ownership by EUI or any of its subsidiaries of all\nEUI Intellectual Property including, without limitation, appropriate \"work for\nhire\" language. EUI, without an independent investigation, is not aware of any\nviolation by any such employees, contractors or agents of such agreements. All\nproprietary EUI Intellectual Property was either developed: (i) by employees of\nEUI or any of its subsidiaries within the scope of their employment; or (ii) by\nindependent contractors who have assigned all of their rights to EUI or any of\nits subsidiaries pursuant to a written agreement.\n\n             (e) No shareholder, member, director, officer, employee,\ncontractors or agents of EUI or any of its subsidiaries, as the case may be, has\nany material interest in any of the EUI Intellectual Property.\n\n             (f) The consummation of the transactions contemplated hereby will\nnot result in the loss or impairment of EUI's or any of its subsidiaries' rights\nto own, use, or to bring any action for the infringement of, any of EUI\nIntellectual Property, nor will such consummation require the consent of any\nthird party in respect of any EUI Intellectual Property.\n\n             (g) Except as set forth in Section 3.11(g) of the EUI Disclosure\nSchedule, neither EUI nor any subsidiary thereof:\n\n                 (i) has granted to any third party any material exclusive\n      rights of any kind (including, without limitation, exclusivity with regard\n      to categories of advertisers on any World Wide Web site, territorial\n      exclusivity or exclusivity with respect to particular versions,\n      implementations or translations of any of EUI Intellectual Property), nor\n      has EUI or any subsidiary thereof, granted any third party any right to\n\n\n                                       11\n\n\n\n\n\n\n\n      market any of the EUI Intellectual Property under any private label or\n      \"OEM\" arrangements;\n\n                 (ii) has any material outstanding sales or advertising\n      contract, commitment or proposal (including, without limitation, insertion\n      orders, slotting agreements or other agreements under which EUI or any\n      subsidiary thereof has allowed third parties to advertise on or otherwise\n      be included in a World Wide Web site) that EUI currently expects to result\n      in any loss to EUI upon completion or performance thereof;\n\n                 (iii) has any material oral contracts or arrangements for the\n      sale of advertising or any other product or service.\n\n         3.12 Foreign Corrupt Practices Act. Neither EUI nor any subsidiary\nthereof, director, officer, agent, employee or other Person acting on behalf of\nEUI, or any subsidiary thereof has, in the course of his, her or its actions\nfor, or on behalf of, EUI, or any of its subsidiaries, offered or made, directly\nor indirectly through any other Person, any payments of anything of value (in\nthe form of a contribution, gift, entertainment or other expense), to (a) any\nPerson employed by, or acting in an official capacity on behalf of, any\ngovernmental agency, department or instrumentality, or (b) any foreign or\ndomestic government official, political party or official of such party, or any\ncandidate for political office or employee thereof. Neither EUI, nor any of its\nsubsidiaries, nor any director, officer, agent, employee or other Person acting\non behalf of EUI or any subsidiary thereof, has violated or is in violation of\nany provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or\nmade any bribe, rebate, payoff, influence payment, kickback or unlawful payment\nto any foreign or domestic government or political party official, employee,\nappointee or candidate.\n\n         3.13 Material Contracts. Each Material Contract of EUI and any of its\nsubsidiaries is listed in Section 3.13 of the EUI Disclosure Schedule. Each such\ncontract is the legal, valid and binding obligation of EUI, enforceable against\nEUI and\/or such subsidiary, as the case may be, in accordance with its terms.\nExcept as otherwise set forth in Section 3.13A of the EUI Disclosure Schedule,\nthere has not occurred any material breach, violation or default or any event\nthat, with the lapse of time, the giving of notice or the election of any\nPerson, or any combination thereof, would constitute a material breach,\nviolation or default by EUI or any of subsidiaries, as the case may be, under\nany such contract or by any other Person to any such contract. Except as set\nforth in Section 3.13 of the EUI Disclosure Schedule, neither EUI nor any\nsubsidiaries, have been notified that any party to any Material Contract intends\nto cancel, terminate, not renew or exercise an option under any Material\nContract, whether in connection with the transactions contemplated hereby or\notherwise.\n\n         3.14 Right of First Refusal; Voting and Registration Rights. To the\nbest knowledge of EUI and its subsidiaries and except as set forth on Schedule\n3.14 attached hereto, no party has any right of first refusal, right of first\noffer, right of co-sale, preemptive right or other similar right regarding the\nEUI's securities. Except as provided in Section 3.14 of the EUI Disclosure\nSchedule, there are no provisions of the Articles of Incorporation, By-laws,\ncertificates of formation, articles of organization of EUI or any of its\nsubsidiaries, as the case may be, no agreements to which EUI or any of its\nsubsidiaries is a party and no agreements by which EUI or\n\n\n                                       12\n\n\n\n\n\n\n\nany of its subsidiaries are bound, which (a) may affect or restrict the voting\nrights of Seller with respect to the EUI Shares in its capacity as shareholder;\n(b) restrict the ability of Seller, or any successor thereto or assignee or\ntransferee thereof, to transfer the EUI Shares, (c) would adversely affect EUI's\nor Seller's right or ability to consummate the transactions contemplated by this\nAgreement and the transactions contemplated hereby, or (d) require the vote of\nmore than a majority of EUI's issued and outstanding EUI Shares, voting\ntogether, to take or prevent any corporate action, other than those matters\nrequiring a class vote under Nevada law, or (e) entitle any party to nominate or\nelect any director of EUI's or require any of EUI's shareholders to vote for any\nsuch nominee or other Person as a director and\/or manager of the EUI in each\ncase, except as provided for in this Agreement, in each case, except as provided\nfor in or contemplated by this Agreement.\n\n         3.15 Absence of Certain Developments. Except as set forth in Section\n3.15 of the EUI Disclosure Schedule, since March 31, 2001, neither EUI nor any\nof its subsidiaries have suffered any change or development which has had a\nMaterial Adverse Effect. Since March 31, 2001, EUI and its subsidiaries have\nconducted their business in the ordinary and usual course consistent with past\npractices and have not (a) sold, leased, transferred or otherwise disposed of\nany of the material assets (other than dispositions in the ordinary course of\nbusiness consistent with past practices), (b) terminated or amended in any\nmaterial respect any material contract or lease to which EUI or any of its\nsubsidiaries is a party or to which it is bound or to which its properties are\nsubject, (c) suffered any loss, damage or destruction, whether or not covered by\ninsurance, which have had a Material Adverse Effect, (d) made any material\nchange in the accounting methods or practices it follows, whether for general\nfinancial or tax purposes, (e) incurred any liabilities (other than in the\nordinary course of business or contractual liabilities) which, individually or\nin the aggregate, have had a Material Adverse Effect, (f) incurred, created or\nsuffered to exist any Encumbrances (other than non-material Encumbrances) on its\nassets, (g) increased the compensation payable or to become payable to any of\nits officers or employees or increased any bonus, severance, accrued vacation,\ninsurance, pension or other employee benefit plan, payment or arrangement made\nby EUI or any of its subsidiaries for or with any such officers or employees out\nof the ordinary course of business, (h) suffered any labor dispute, strike, or\nother work stoppage, (i) made or obligated itself to make any capital\nexpenditures in excess of $50,000 individually, (j) entered into any contract or\nother agreement requiring EUI or a subsidiary to make payments in excess of\n$50,000 individually, other than in the ordinary course of business consistent\nwith past practices, (k) paid any dividends, whether in cash or property, on\naccount of, or repurchased any of, the EUI Shares, or (l) entered into any\nagreement to do any of the foregoing.\n\n         3.16 No Undisclosed Material Liabilities. Section 3.16 of the EUI\nDisclosure Schedule sets forth an accurate list of (a) all liabilities of EUI\nand its subsidiaries in excess of $50,000, individually, that are not reflected\non the EUI Financial Statements of those entities that became subsidiaries of\nthe EUI after the date of the EUI Financial Statements, or in the SEC Documents\n(other than trade payables in the ordinary course of business), and (b) all loan\nagreements, indemnity or guaranty agreements, bonds, mortgages, liens, pledges\nor other security agreements to which EUI or any subsidiary thereof is a party.\nExcept as set forth in Section 3.16 of the EUI Disclosure Schedule, since the\ndate of the EUI Financial Statements, neither EUI nor any subsidiary thereof has\nincurred any liabilities of any kind, character and description, whether\n\n\n                                       13\n\n\n\n\n\n\n\naccrued, absolute, secured or unsecured, contingent or otherwise other than (i)\nliabilities incurred in the ordinary course of business subsequent to the date\nof the EUI Financial Statements and (ii) obligations under contracts and\ncommitments incurred in the ordinary course of business and not required under\ngenerally accepted accounting principles to be reflected in the EUI Financial\nStatements.\n\n         3.17 Previous Issuances Exempt. All shares of capital stock and other\nsecurities issued by EUI prior to the Closing Date have been issued in\ntransactions registered under the Securities Act or exempt from the registration\nrequirements under the Securities Act and all applicable state securities or\n\"blue sky\" laws, and in compliance with all applicable corporate laws. EUI has\nnot violated the Securities Act or any applicable state securities or \"blue sky\"\nlaws in connection with the issuance of any shares of capital stock or other\nsecurities prior to the Closing Date. EUI has not offered any of its capital\nstock, or any other securities, for sale to, or solicited any offers to buy any\nof the foregoing from EUI, or otherwise approached or negotiated with any other\nPerson in respect thereof, in such a manner as to require registration under the\nSecurities Act. No holder of any of EUI's capital stock has any rescission or\npre-emptive rights.\n\n         3.18 No Integrated Offering. Neither EUI, nor any of its subsidiaries,\naffiliates or any other Person acting on EUI's behalf, has directly or\nindirectly engaged in any form of general solicitation or general advertising\nwith respect to the securities nor have any of such Persons made any offers or\nsales of any security or solicited any offers to buy any security under\ncircumstances that would require registration of the securities under the\nSecurities Act or cause this offering of securities to be integrated with any\nprior offering of securities of EUI for purposes of the Securities Act or any\napplicable stockholder approval provisions, including, without limitation, NASD\nRule 4460(i) or any similar rule.\n\n         3.19 Litigation. Except as set forth in Section 3.19 of the EUI\nDisclosure Schedule, as of the date hereof, there is no claim, action,\nproceeding, lawsuit, inquiry, arbitration or investigation before or by any\ncourt, public board, arbitrator, governmental body, agency or official,\nself-regulatory organization or body including, without limitation, the SEC or\nthe National Association of Securities Dealers Automated Quotation System,\npending or, to the knowledge of EUI or any subsidiary thereof, threatened\nagainst or affecting EUI, any subsidiary thereof, or their respective properties\nor their respective directors, members, managers, or officers in their\ncapacities as such. To the knowledge of EUI, there are no facts which, if known\nby a potential claimant or governmental authority, could reasonably be expected\nto give rise to a claim or proceeding which, if asserted or conducted with\nresults unfavorable to EUI or any subsidiary thereof, could have a Material\nAdverse Effect or could prevent or materially delay the consummation of the\ntransactions contemplated hereby. Neither EUI nor any subsidiary thereof is\nsubject to any outstanding order, ruling, judgment or decree that would have a\nMaterial Adverse Effect or could prevent or materially delay the consummation of\nthe transactions contemplated hereby.\n\n         3.20 Compliance with Laws. Neither EUI nor any subsidiary thereof has\nreceived notification from any Governmental Entity (a) asserting a violation of\nany material law, statute, ordinance or regulation or the terms of any\njudgments, orders, decrees, injunctions or writs applicable to the conduct of\nits business, (b) threatening to revoke any material license,\n\n\n                                       14\n\n\n\n\n\n\n\nfranchise, permit or government authorization, or (c) restricting or in any way\nlimiting its operations as currently conducted or proposed to be conducted.\n\n         3.21 Taxes. EUI and each subsidiary thereof, has made or filed all\nfederal and all state, local and foreign income tax returns required to be filed\nwith respect to EUI and each subsidiary thereof in a timely manner (taking into\naccount all extensions of due dates). EUI and each subsidiary thereof, has paid\nall material Taxes and other governmental assessments and charges, shown or\ndetermined to be due on such returns, reports and declarations, except those\nbeing contested in good faith and for which adequate reserves have been made,\nand has set aside on its books provisions reasonably adequate for the payment of\nall Taxes for periods subsequent to the periods to which such returns, reports\nor declarations apply. There are no unpaid material Taxes claimed to be due by\nthe taxing authority of any jurisdiction, and the officers of EUI know of no\nbasis for any such claim. Neither EUI nor any subsidiary thereof, has executed a\nwaiver with respect to any statute of limitations relating to the assessment or\ncollection of any federal, state or local tax. None of EUI's or any of its\nsubsidiary's tax returns has been or is being audited by any taxing authority.\n\n         3.22 Employee Relations.\n\n              (a) All bonus, deferred compensation, pension, retirement,\nprofit-sharing, thrift, savings, employee stock ownership, stock bonus, stock\npurchase, restricted stock and Existing Stock Option Plans, employment or\nseverance contracts, health and medical insurance plans, life insurance and\ndisability insurance plans, other material employee benefit plans, contracts or\narrangements which cover employees or former employees of EUI or any of its\nsubsidiaries, including, but not limited to, \"employee benefit plans\" within the\nmeaning of Section 3(3) of ERISA (the \"EUI Benefit Plans\"), are listed in\nSection 3.22 of the EUI Disclosure Schedule.\n\n              (b) There have been no violations of ERISA or the Code that could\nreasonably be expected to have a Material Adverse Effect relating to any EUI\nBenefit Plan. EUI has timely filed all documents, notes and reports (including\nIRS Form 5500) for each such Employee Benefit Plan with all applicable\ngovernmental authorities and has timely furnished all required documents to the\nparticipants or beneficiaries of each such Employee Benefit Plans.\n\n              (c) EUI and its subsidiaries have entered into individualized\nwritten employment agreements with its officers and key employees of EUI and its\nsubsidiaries as listed in Section 3.22 of the EUI Disclosure Schedule (\"EUI\nEmployment Agreements\"), true and complete copies of which have been delivered\nto Seller. To the knowledge of EUI, no employee of or consultant to EUI or any\nof its subsidiaries is in violation of any term of any employment contract or\nany other contract or agreement relating to the relationship of any such\nemployee or consultant with EUI or any subsidiary thereof. EUI and each of its\nsubsidiaries has operated and administered all plans, programs and arrangements\nproviding compensation and benefits to employees in accordance with their terms\nand with all applicable laws. To the knowledge of EUI, no key employee has any\nplans to terminate his or her employment with EUI or any subsidiary thereof, nor\ndoes EUI or any subsidiary thereof have any present intention to terminate the\nemployment of any key employee.\n\n\n                                       15\n\n\n\n\n\n\n\n\n              (d) EUI and its subsidiaries are not delinquent in payments to any\nof their employees for any wages, salaries, commissions, bonuses or other direct\ncompensation for any services performed through the date hereof or amounts\nrequired to be reimbursed to them to the date hereof. EUI and each of its\nsubsidiaries are in compliance with all applicable material federal, state and\nlocal laws, rules and regulations respecting employment, employment practices,\nlabor, terms and conditions of employment and wages and hours, except for either\nimmaterial instances of noncompliance or instances of noncompliance of which EUI\nis unaware which may be reasonably cured without the incurrence by EUI or any\nsubsidiary of any material cost or liability. Neither EUI nor any subsidiary is\nbound by or subject to (and none of its assets or properties is bound by or\nsubject to) any written or oral, express or implied, commitment or arrangement\nwith any labor union, and no labor union has requested or has sought to\nrepresent any of the employees, representatives or agents of EUI or any\nsubsidiary thereof. To the knowledge of EUI, there is no labor strike, dispute,\nslowdown or stoppage actually pending or threatened against or involving EUI or\nany subsidiary thereof. To the knowledge of EUI, there are no suits, actions,\ndisputes, claims (other than routine claims for benefits), investigations or\naudits pending or threatened in connection with any EUI Benefit Plan, but\nexcluding any of the foregoing which would not have a Material Adverse Effect on\nEUI or any subsidiary thereof.\n\n              (e) No director, manager, or officer or other employee of EUI or\nany of its subsidiaries will become entitled to any retirement, severance or\nsimilar benefit or enhanced or accelerated benefit (including any acceleration\nof vesting or lapse of repurchase rights or obligations with respect to any EUI\nBenefit Plan) solely as a result of the transactions contemplated in this\nAgreement; and (ii) no payment made or to be made to any current or former\nemployee or director of EUI or any of its subsidiaries by reason of the\ntransactions contemplated hereby (whether alone or in connection with any other\nevent, including, but not limited to, a termination of employment) will\nconstitute an \"excess parachute payment\" within the meaning of Section 280G of\nthe Code.\n\n         3.23 Brokers. There is no investment banker, broker, finder, financial\nadvisor or other Person which has been retained by or is authorized to act on\nbehalf of EUI who might be entitled to any fee or commission in connection with\nthe transactions contemplated by this Agreement payable by any of Seller, LLC,\nor Indimi.\n\n         3.24 Environmental Matters. (i) No written notice, notification,\ndemand, request for information, citation, summons, complaint or order has been\nreceived by, and no investigation, action, claim, suit, proceeding or review is\npending or threatened by any Person against, EUI or any of its subsidiaries, and\nno penalty has been assessed against EUI or any of its subsidiaries, in each\ncase, with respect to any matters relating to or arising out of any\nEnvironmental Law; (ii) EUI and each of its subsidiaries are in compliance with\nall Environmental Laws; and (iii) there are no liabilities of or relating to EUI\nor any of its subsidiaries relating to or arising out of any Environmental Law,\nand there is no existing condition, situation or set of circumstances which\ncould reasonably be expected to result in such a liability.\n\n         3.25 Acknowledgment Regarding EUI's Purchase of the LLC Shares from\nSeller. EUI acknowledges and agrees that the Seller is not acting as a financial\nadvisor or fiduciary of EUI (or in any similar capacity) with respect to this\nAgreement or the transactions\n\n\n                                       16\n\n\n\n\n\n\n\n\ncontemplated hereby, and the relationship between the EUI and Seller is \"arms\nlength\" and that, except for the representations and warranties of the Seller\nunder this Agreement, any statement made by the Seller or any of its\nrepresentatives or agents in connection with this Agreement and the transactions\ncontemplated hereby is not advice or a recommendation and is merely incidental\nto the Seller's Sale of the LLC Shares and has not been relied upon by the EUI,\nits officers or directors in any way. EUI further represents to Seller that\nEUI's decision to enter into this Agreement has been based solely on an\nindependent evaluation by the EUI and its representatives.\n\n         3.26 Related-Party Transactions. Except as set forth in Section 3.26 of\nthe EUI Disclosure Schedule, no employee, officer, director, stockholder or\naffiliate of EUI or any of its subsidiaries or member of his or her immediate\nfamily is currently indebted to EUI or any of its subsidiaries, nor is EUI or\nany of its subsidiaries indebted (or committed to make loans or extend or\nguarantee credit) to any of such individuals. Except as set forth in Section\n3.26 of the EUI Disclosure Schedule, to the knowledge of EUI, as of the date\nhereof, none of such Persons has any direct or indirect ownership interest in\nany firm or corporation with which EUI is affiliated or with which EUI has a\nbusiness relationship, or any firm or corporation that competes with EUI except\nthat employees, officers, or directors of EUI and members of their immediate\nfamilies may own stock in an amount not to exceed 1% of the outstanding capital\nstock of publicly traded companies that may compete with EUI. To the knowledge\nof EUI, as of the date hereof, except as set forth in Section 3.26 of the EUI\nDisclosure Schedule, no employee, director, manager, officer, member,\nshareholder or stockholder of EUI or its subsidiaries, as the case may be, and\nno member of the immediate family of any employee, officer, manager, director,\nmember, shareholder or stockholder of EUI or any of its subsidiaries, as the\ncase may be, is directly or indirectly interested in any material contract with\nEUI.\n\n         3.27 Insurance. EUI and each subsidiary thereof has in force fire,\ncasualty, product liability and other insurance policies, with extended\ncoverage, sufficient in amount to allow it to replace any of its material\nproperties or assets which might be damaged or destroyed or sufficient to cover\nliabilities to which EUI or any subsidiary may reasonably become subject. EUI\nhas a directors' and officers' liability insurance policy that is in full force\nand effect. Section 3.27 of the EUI Disclosure Schedule sets forth a list of all\ninsurance policies currently in effect that insure the business, operations,\nassets, directors, officers or employees of EUI and each of its subsidiaries,\nthe name of the carrier and the terms and amount of coverage. No default or\nevent has occurred that could give rise to a default under any such policy.\n\n         3.28 Disclosure. No representation or warranty by EUI contained in this\nAgreement, and no representation, warranty or statement by EUI contained in any\ncertificate or schedule furnished or to be furnished at the Closing to the\nSeller pursuant to this Agreement, contains any untrue statement by EUI of a\nmaterial fact or omits to state any material fact necessary to make any\nstatement herein or therein not misleading.\n\n         All information relating to or concerning EUI and each of its\nsubsidiaries as set forth in this Agreement, including, without limitation, in\nthe Schedules hereto, or provided to Seller and otherwise in connection with the\ntransactions contemplated hereby is true and correct in all material respects\nand EUI has not omitted to state any material fact necessary in order to make\nthe statements made herein or therein, in light of the circumstances under which\nthey were\n\n\n                                       17\n\n\n\n\n\n\n\nmade, not misleading. No event or circumstance has occurred or exists with\nrespect to EUI or any subsidiary or their respective businesses, properties,\noperations or financial conditions, which has not been publicly disclosed or\nwhich has not been disclosed to the Seller but, under applicable law, rule or\nregulation, would be required to be disclosed by EUI in a registration statement\nfiled on the date hereof by EUI under the Securities Act with respect to an\nissuance of EUI's Shares.\n\n         3.29 Corporate Records. Copies of the Articles of Incorporation of EUI,\ncertified by the Secretary of State of Nevada and of the By-laws of EUI,\ncertified by the Secretary of EUI, heretofore delivered to the Seller are true\nand complete copies of such instruments as amended to the date of this\nAgreement. Such instruments are in full force and effect. EUI is not in\nviolation of any provision of its Articles of Incorporation or By-laws. The\ncorporate records of EUI are correct and complete in all material respects.\n\n         3.30 Approvals. Neither any declaration, filing or registration with,\nnotice to, nor license, consent or approval of, any Governmental Entity is\nrequired to be made, obtained or given by or with respect to EUI in connection\nwith the execution, delivery or performance EUI of this Agreement, the\nperformance by it of its obligations hereunder or the consummation by it of the\ntransactions contemplated hereby.\n\n         4. Representations and Warranties by Seller. Each of Seller and Indimi\nrepresents and warrants (which representations and warranties shall survive the\nClosing for two(2) years from the date hereof) as follows:\n\n         4.1 LLC Ownership. No party, including, without limitation, any\npredecessor party, has any right or obligation to purchase or sell, or any\noption or similar right to purchase any membership interest in the LLC except\nfor the transfer of the LLC Shares from Indimi to Seller. The LLC Shares are\nfreely transferable to EUI pursuant to the terms of this Agreement. The LLC\nShares were not issued in violation of any federal or state securities law or\nany other legal requirement. There are no outstanding options, warrants, scrip,\nrights to subscribe to, calls or commitments of any character whatsoever\nrelating to, or securities or rights convertible into or exercisable or\nexchangeable for, any LLC Shares or arrangements by which LLC is or may become\nbound to issue additional LLC Shares, nor are any such issuances or arrangements\ncontemplated other than pursuant to any (i) share option plans approved by the\nManagers or Members of LLC after the Closing Date, (ii) there are no agreements\nor arrangements under which LLC is obligated to register the sale of any of LLC\nShares under the Securities Act (except as provided hereunder), (iii) LLC has no\nobligation (contingent or otherwise) to purchase, redeem or otherwise acquire\nany of its equity securities or any interests therein or to pay any dividend or\nmake any distribution in respect thereof and (iv) LLC has not reserved any LLC\nShares for issuance pursuant to any share option plan or similar arrangement.\n\n             (a) All the LLC Shares are validly issued, fully paid and\nnon-assessable and free of preemptive rights.\n\n             (b) LLC does not own, directly or indirectly, any capital stock or\nother equity securities of any corporation or have any direct or indirect equity\nor ownership interest in any Person. There are not now, and on the Closing Date\nthere will not be, any voting trusts or\n\n\n                                       18\n\n\n\n\n\n\n\n\nother agreements or understandings to which LLC is a party or is bound with\nrespect to the voting of the LLC Shares. There are no Persons in which LLC has\nany voting rights, equity interests or other investment.\n\n             (c) Indimi now has, and Seller will have at Closing, good and valid\nlegal title to all of the LLC Shares and full beneficial ownership thereof and\nfull legal right and power to transfer and deliver to EUI such LLC Shares in the\nmanner provided in this Agreement, and upon the purchase of such LLC Shares\npursuant to the terms of this Agreement, EUI will receive good and valid legal\ntitle thereto and full beneficial ownership thereof, free and clear of all\nliens, restrictions, Encumbrances and rights of others of any kind other than\nthose created or permitted by EUI.\n\n             (d) Seller has furnished or caused to be furnished to EUI true and\ncorrect copies of the LLC's Certificate of Formation (\"Certificate of\nFormation\") as in effect on the date hereof.\n\n         4.2 Due Issuance and Authorization of Capital Stock. Except as set\nforth in No LLC Shares are subject to (a) preemptive rights or any other similar\nrights of the shareholders of LLC or (b) any Encumbrances and the delivery of\nthe LLC Shares to EUI pursuant to the terms hereof will vest in EUI legal and\nvalid title to such LLC Shares, free and clear of all Encumbrances.\n\n         4.3 Organization. LLC was organized and formed in the State of\nDelaware. LLC (a) is a limited liability company duly organized, validly\nexisting and in good standing under the laws of the State of Delaware, (b) is\nduly qualified to do business as a foreign corporation and is in good standing\nin each jurisdiction where the nature of the property owned or leased by it or\nthe nature of the business conducted by it makes such qualification necessary,\nexcept where the failure to be so qualified would not have a \"Material Adverse\nEffect\" on LLC, (c) has its principal place of business and chief executive\noffice at 550 Madison Ave, New York, NY and (d) has all requisite power and\nauthority to own or lease and operate its assets and carry on its business as\npresently being conducted.\n\n         4.4 Consents. Neither the execution, delivery or performance of this\nAgreement by LLC, nor the consummation by it of the obligations and transactions\ncontemplated hereby, requires any consent of, authorization by, exemption from,\nfiling with or notice to any governmental authority or any other Person, other\nthan any required member approval.\n\n         4.5 Financial Statements. Seller has delivered or caused to be\ndelivered unaudited balance sheets and related statements of operations and cash\nflows which present fairly (the \"LLC Financial Statements\"), in all material\nrespects, the financial position of the InfoBeat Business (a division of Indimi\nInc.) (the \"Infobeat Business\") at December 31, 2000 and 1999, and the results\nof its operations and its cash flows for the years then ended in conformity with\naccounting principles generally accepted in the United States of America. The\nInfoBeat Business is a member of a group of affiliated companies and, as\ndisclosed in Schedule 4.5, has extensive transactions and relationships with\nmembers of the group. Because of these relationships, it is\n\n\n                                       19\n\n\n\n\n\n\n\npossible that the terms of these transactions are not the same as those that\nwould result from transactions among wholly unrelated parties.\n\n         4.6 Title to Property and Assets. LLC does not own any real property.\nLLC owns its personal property and assets free and clear of all Encumbrances,\nexcept liens that arise in the ordinary course of business which do not\nmaterially affect the value of such property and do not materially interfere\nwith the use made and proposed to be made of such property by LLC. With respect\nto any real property, LLC is not in material violation of any of its leases. All\nmachinery, equipment, furniture, fixtures and other personal property and all\nplants, buildings, structures and other facilities, including, without\nlimitation, office space used by LLC in the conduct of its business, is in good\noperating condition and fit for operation in the ordinary course of business\n(subject to normal wear and tear) except for any defects which will not\nmaterially interfere with the conduct of normal operations of LLC. Seller has\ndelivered or caused to be delivered to the EUI true and complete copies of any\nleases related to the real property used by LLC in the conduct of their\nbusiness.\n\n         4.7 Authorization; Enforcement. Seller has all requisite power and has\ntaken all necessary action required for the due authorization, execution,\ndelivery and performance by the Seller of this Agreement and the consummation of\nthe transactions contemplated hereby. The execution, delivery and performance by\nSeller of this Agreement and the consummation by Seller of the transactions\ncontemplated hereby, have been duly authorized by all necessary action on the\npart of the Seller. Seller has taken all actions under its Certificate of\nFormation as may be necessary or advisable to provide the EUI with the rights\nhereby contemplated.\n\n         Assuming the due execution and delivery of this agreement by EUI, this\nAgreement constitutes the valid and binding obligation of Seller, enforceable\nagainst Seller in accordance with its respective terms.\n\n         4.8 No Conflicts. The execution, delivery and performance of this\nAgreement and the consummation of the transactions contemplated hereby will not\n(a) result in a violation of the Certificate of Formation of LLC, (b) conflict\nwith or result in the breach of the terms, conditions or provisions of or\nconstitute a default (or an event which with notice or lapse of time or both\nwould become a default) under, or give rise to any right of termination,\nacceleration or cancellation under, any agreement, lease, mortgage, license,\nindenture, instrument or other contract to which LLC is a party, (c) result in a\nviolation of any law, rule, regulation, order, judgment or decree (including,\nwithout limitation, U.S. federal and state securities laws and regulations)\napplicable to LLC or by which any property or asset of LLC is bound or affected,\nor (d) result in the creation of any Encumbrance upon any of their assets. LLC\nis not in violation of its Certificate of Formation (as applicable in each\ncase), and LLC is not in default (and no event has occurred which, with notice\nor lapse of time or both, would cause LLC to be in default) under, nor has there\noccurred any event giving others (with notice or lapse of time or both) any\nrights of termination, amendment, acceleration or cancellation of, any material\nagreement, indenture or instrument to which LLC is a party. The business of LLC\nis not being conducted in violation of any law, ordinance or regulation of any\nGovernmental Entity, except for violations that, either singly or in the\naggregate, would not have a Material Adverse Effect.\n\n\n                                       20\n\n\n\n\n\n\n\n\n\n         4.9 LLC Intellectual Property. \"LLC Intellectual Property\" means all\nintellectual property rights and interests in and to LLC Business other than the\nLLC Agreements. \"LLC Agreements\" means the Advertising Agreements and Content\nAgreements (as defined in the description of the LLC Business).\n\n                  (a) With respect to each item of LLC Intellectual Property:\n\n                           (i) Indimi possess and prior to the Closing LLC will\n     possess, all rights, title and interest in and to the item, free and clear\n     of any Encumbrance, license or other restriction, and LLC or its\n     subsidiaries has taken or caused to be taken reasonable and prudent steps\n     to protect its rights in and to, and the validity and enforceability of,\n     the item;\n\n                           (ii) the item is not subject to any outstanding\n     injunction, judgment, order, decree, ruling or charge;\n\n                           (iii) no action, suit, proceeding, hearing,\n     investigation, charge, complaint, claim or demand is pending or, to the\n     knowledge of LLC, is threatened, which challenges the legality, validity,\n     enforceability, use or ownership of the item;\n\n                           (iv) LLC has never agreed to indemnify any Person for\n     or against any interference, infringement, misappropriation or other\n     conflict with respect to the item;\n\n                           (v) each license, sublicense, agreement or permission\n     covering the item is binding and in full force and effect;\n\n                           (vi) LLC has not licensed or sublicensed its rights\n     in any LLC Intellectual Property, or received or been granted any such\n     rights; and\n\n                           (vii) no party to any license, sublicense or\n     agreement related to the LLC Intellectual Property is in breach or default,\n     and no event has occurred which, with notice or lapse of time, would\n     constitute a breach or default or permit termination, modification or\n     acceleration thereunder, except for any such breach, default or event which\n     would not have a Material Adverse Effect.\n\n                  (b) With respect to the LLC Agreements, and to the Seller's\nKnowledge:\n\n                           (i) no material action, suit, proceeding, hearing,\n     investigation, charge, complaint, claim or demand is pending or is\n     threatened, which reasonably challenges the legality, validity,\n     enforceability of the LLC Agreements,\n\n                           (ii) each LLC Agreement is binding and in full force\n     and effect;\n\n\n                           (iii) no party to any LLC Agreement is in breach or\n     default, no event has occurred which, with notice or lapse of time, would\n     constitute a breach or\n\n                                       21\n\n\n\n\n\n\n\n     default or permit termination, modification or acceleration thereunder,\n     except for any such breach, default or event which would not have a\n     Material Adverse Effect.\n\n                  (c) Section 4.9(c) of the LLC Disclosure Schedule sets forth a\n     list of all registered and material Infobeat Marks (as defined Schedule 3)\n     and Infobeat Domain Names (as defined in Schedule 3). To Seller's\n     Knowledge, all Infobeat Marks listed in Section 4.9(c) of the LLC\n     Disclosure Schedule are valid and subsisting and in full force and effect\n     and are not subject to any taxes or other fees except for annual filing and\n     maintenance fees. The Infobeat Marks listed in Section 4.9(c) of the LLC\n     Disclosure Schedule have been in continuous use by Indimi and\/or LLC, and\n     such Infobeat Marks for which LLC has obtained or applied for a\n     registration have been continuously used in the form appearing in, and in\n     connection with the goods and services listed in, their respective\n     registration certificates. To Seller's Knowledge, there has been no prior\n     use of such Infobeat Marks by any third party which would confer upon said\n     third party superior rights in such Infobeat Marks. Indimi and\/or LLC has\n     adequately policed the material Infobeat Marks against third party\n     infringement so as to maintain the validity of such Infobeat Marks. LLC is\n     not aware of (i) any notice, claim or assertion that any item of LLC\n     Intellectual Property is or potentially may be invalid or (ii) any facts\n     which would cause a reasonable person to conclude that any item of LLC\n     Intellectual Property is or potentially may be invalid. LLC's use of the\n     LLC Intellectual Property has not interfered with, infringed upon,\n     misappropriated or otherwise come into conflict with any Intellectual\n     Property rights of third parties, and there is no pending or threatened\n     claim or litigation against LLC contesting the right to use the LLC\n     Intellectual Property asserting the misuse, or asserting the infringement\n     or other violation of any Intellectual Property rights of a third person.\n\n                  (d) There are no outstanding options, licenses, or agreements\n     of any kind relating to LLC Intellectual Property, nor is LLC bound by or a\n     party to any options, licenses, or agreements of any kind with respect to\n     LLC Intellectual Property. To Seller's knowledge no third party has\n     interfered with, infringed upon, misappropriated or otherwise come into\n     conflict with the material LLC Intellectual Property.\n\n                  (e) No shareholder, member, director, officer, employee,\n     contractor or agent of LLC has any interest in any of the LLC Intellectual\n     Property.\n\n                  (f) The consummation of the transactions contemplated hereby\n     will not result in the loss or impairment of LLC's rights to own, use, or\n     to bring any action for the infringement of, any of LLC Intellectual\n     Property.\n\n                  (g) LLC has not granted to any third party any material\n     exclusive rights to the LLC Intellectual Property (including, without\n     limitation, exclusivity with regard to categories of advertisers on any\n     World Wide Web site, territorial exclusivity or exclusivity with respect to\n     particular versions, implementations or translations of any of LLC\n     Intellectual Property), nor has LLC granted any third party any right to\n     market any of the LLC Intellectual Property under any private label or\n     \"OEM\" arrangements.\n\n                                       22\n\n\n\n\n\n\n\n         4.10 Foreign Corrupt Practices Act. Neither LLC nor any director,\nofficer, manager, member, agent, employee or other Person acting on behalf of\nLLC, or any subsidiary thereof has, in the course of his, her or its actions\nfor, or on behalf of, LLC, offered or made, directly or indirectly through any\nother Person, any payments of anything of value (in the form of a contribution,\ngift, entertainment or other expense), to (a) any Person employed by, or acting\nin an official capacity on behalf of, any governmental agency, department or\ninstrumentality, or (b) any foreign or domestic government official, political\nparty or official of such party, or any candidate for political office or\nemployee thereof. Neither LLC, nor any director, officer, agent, employee or\nother Person acting on behalf of LLC, has violated or is in violation of any\nprovision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made\nany bribe, rebate, payoff, influence payment, kickback or unlawful payment to\nany foreign or domestic government or political party official, employee,\nappointee or candidate.\n\n         4.11 Material Contracts. Each Material Contract of LLC is listed in\nSection 4.11 of the LLC Disclosure Schedule. Each such contract is the legal,\nvalid and binding obligation of LLC, enforceable against LLC, in accordance with\nits terms. There has not occurred any material breach, violation or default or\nany event that, with the lapse of time, the giving of notice or the election of\nany Person, or any combination thereof, would constitute a breach, violation or\ndefault by LLC under any such material contract or by any other Person to any\nsuch contract. LLC has not been notified that any party to any Material Contract\nintends to cancel, terminate, not renew or exercise an option under any Material\nContract, whether in connection with the transactions contemplated hereby or\notherwise.\n\n         4.12 Right of First Refusal; Voting and Registration Rights. No party\nhas any right of first refusal, right of first offer, right of co-sale,\npreemptive right or other similar right regarding the LLC Shares (other than the\ntransfer of the LLC Shares to Seller). There are no provisions of the\nCertificate of Formation of LLC, no agreements to which LLC is a party and no\nagreements by which LLC, which (a) may affect or restrict the voting rights of\nEUI with respect to the LLC Shares in its capacity as shareholder; (b) restrict\nthe ability of EUI, or any successor thereto or assignee or transferee thereof,\nto transfer the LLC Shares, (c) would adversely affect LLC's or EUI's right or\nability to consummate the transactions contemplated by this Agreement and the\ntransactions contemplated hereby, or (d) require the vote of more than a\nmajority of LLC's issued and outstanding LLC Shares, voting together, to take or\nprevent any corporate action, other than those matters requiring a class vote\nunder Delaware law, or (e) entitle any party to nominate or elect any director\nof LLC's or require any of LLC's members to vote for any such nominee or other\nPerson as an officer and\/or manager of the LLC in each case, except as provided\nfor in this Agreement, in each case, except as provided for in or contemplated\nby this Agreement.\n\n         4.13 Absence of Certain Developments. Since December 31, 2000, LLC has\nnot suffered any change or development which has had a Material Adverse Effect.\nSince December 31, 2000, LLC has conducted its business in the ordinary and\nusual course consistent with past practices and has not (a) sold, leased,\ntransferred or otherwise disposed of any of the material assets (other than\ndispositions in the ordinary course of business consistent with past practices),\n(b) terminated or amended in any material respect any material contract or lease\nto which LLC is a party or to which it is bound or to which its properties are\nsubject, (c) suffered any loss, damage or destruction, whether or not covered by\ninsurance, which have had a Material Adverse Effect,\n\n                                       23\n\n\n\n\n\n\n\n(d) made any material change in the accounting methods or practices it follows,\nwhether for general financial or tax purposes, (e) incurred any liabilities\n(other than in the ordinary course of business or contractual liabilities)\nwhich, individually or in the aggregate, have had a Material Adverse Effect, (f)\nincurred, created or suffered to exist any Encumbrances (other than non-material\nEncumbrances) on its assets, (g) increased the compensation payable or to become\npayable to any of its officers or employees or increased any bonus, severance,\naccrued vacation, insurance, pension or other employee benefit plan, payment or\narrangement made by LLC for or with any such officers or employees out of the\nordinary course of business, (h) suffered any labor dispute, strike, or other\nwork stoppage, (i) made or obligated itself to make any capital expenditures in\nexcess of $50,000 individually, (j) entered into any contract or other agreement\nrequiring LLC to make payments in excess of $50,000 per annum, individually,\nother than in the ordinary course of business consistent with past practices,\n(k) paid any dividends, whether in cash or property, on account of, or\nrepurchased any of, the LLC Shares, or (l) entered into any agreement to do any\nof the foregoing.\n\n         4.14 Liabilities. There are no (a) liabilities of LLC in excess of\n$50,000, individually, that are not reflected on the LLC Financial Statements,\nthe unaudited financial statements of those entities that became subsidiaries of\nthe LLC after the date of the LLC Financial Statements (other than trade\npayables in the ordinary course of business), and (b) loan agreements, indemnity\nor guaranty agreements, bonds, mortgages, liens, pledges or other security\nagreements to which LLC is a party and (c) as of the Closing, there will be no\nliabilities other than Performance Obligations, which EUI shall be obligated to\nperform. Since the date of the LLC Financial Statements, LLC has not incurred\nany liabilities of any kind, character and description, whether accrued,\nabsolute, secured or unsecured, contingent, fixed or otherwise other than (i)\nliabilities incurred in the ordinary course of business subsequent to the date\nof the LLC Financial Statements and (ii) obligations under contracts and\ncommitments incurred in the ordinary course of business and not required under\ngenerally accepted accounting principles to be reflected in the LLC Financial\nStatements.\n\n         4.15 Litigation. Except as set forth in Section 4.15 of the LLC\nDisclosure Schedule, as of the date hereof, there is no claim, action,\nproceeding, lawsuit, inquiry, arbitration or investigation before or by any\ncourt, public board, arbitrator, governmental body, agency or official,\nself-regulatory organization or body including, without limitation, the SEC or\nthe National Association of Securities Dealers Automated Quotation System,\npending or threatened against or affecting LLC, its properties or directors,\nmembers, managers, or officers in their capacities as such. There are no facts\nwhich, if known by a potential claimant or governmental authority, could\nreasonably be expected to give rise to a claim or proceeding which, if asserted\nor conducted with results unfavorable to LLC, could have a Material Adverse\nEffect or could prevent or materially delay the consummation of the transactions\ncontemplated hereby. LLC is not subject to any outstanding order, ruling,\njudgment or decree that would have a Material Adverse Effect or could prevent or\nmaterially delay the consummation of the transactions contemplated hereby.\n\n         4.16 Compliance with Laws. Except as set forth in Section 4.16 of the\nLLC Disclosure Schedule, LLC has not received notification from any Governmental\nEntity (a) asserting a violation of any material law, statute, ordinance or\nregulation or the terms of any\n\n                                       24\n\n\n\n\n\n\n\njudgments, orders, decrees, injunctions or writs applicable to the conduct of\nits business, (b) threatening to revoke any material license, franchise, permit\nor government authorization, or (c) restricting or in any way limiting its\noperations as currently conducted or proposed to be conducted.\n\n         4.17 Taxes. LLC has made or filed all federal and all state, local and\nforeign income tax returns required to be filed with respect to LLC in a timely\nmanner (taking into account all extensions of due dates). LLC has paid all\nmaterial Taxes and other governmental assessments and charges, shown or\ndetermined to be due on such returns, reports and declarations, except those\nbeing contested in good faith and for which adequate reserves have been made,\nand has set aside on its books provisions reasonably adequate for the payment of\nall Taxes for periods subsequent to the periods to which such returns, reports\nor declarations apply. There are no unpaid material Taxes claimed to be due by\nthe taxing authority of any jurisdiction, and the officers of LLC know of no\nbasis for any such claim. LLC has not executed a waiver with respect to any\nstatute of limitations relating to the assessment or collection of any federal,\nstate or local tax. None of LLC's tax returns has been or is being audited by\nany taxing authority.\n\n         4.18 Employee Relations.\n\n                  (a) All bonus, deferred compensation, pension, retirement,\nprofit-sharing, thrift, savings, employee stock ownership, stock bonus, stock\npurchase, restricted stock and stock option plans, employment or severance\ncontracts, health and medical insurance plans, life insurance and disability\ninsurance plans, other material employee benefit plans, contracts or\narrangements which cover employees or former employees of LLC, including, but\nnot limited to, \"employee benefit plans\" within the meaning of Section 3(3) of\nERISA (the \"LLC Benefit Plans\"), are listed in Section 4.18 of the LLC\nDisclosure Schedule.\n\n                  (b) There have been no violations of ERISA or the Code that\ncould reasonably be expected to have a Material Adverse Effect relating to any\nLLC Benefit Plan. Seller and or LLC has timely filed all documents, notes and\nreports (including IRS Form 5500) for each such Employee Benefit Plan with all\napplicable governmental authorities and has timely furnished all required\ndocuments to the participants or beneficiaries of each such Employee Benefit\nPlans.\n\n                  (c) LLC has no continuing obligations to any employees (past\nor present) or consultants (past or present), each as the case may be. LLC has\noperated and administered all plans, programs and arrangements providing\ncompensation and benefits to employees in accordance with the their terms and\nwith all applicable laws.\n\n                  (d) LLC is not delinquent in payments to any of their\nemployees for any wages, salaries, commissions, bonuses or other direct\ncompensation for any services performed through the date hereof or amounts\nrequired to be reimbursed to them to the date hereof. LLC is in compliance with\nall material applicable federal, state and local laws, rules and regulations\nrespecting employment, employment practices, labor, terms and conditions of\nemployment and wages and hours, except for either immaterial instances of\nnoncompliance or instances of noncompliance of which LLC is unaware which may be\nreasonably cured without the incurrence\n\n                                       25\n\n\n\n\n\n\n\nby LLC of any material cost or liability. LLC is not bound by or subject to (and\nnone of its assets or properties is bound by or subject to) any written or oral,\nexpress or implied, commitment or arrangement with any labor union, and no labor\nunion has requested or has sought to represent any of the employees,\nrepresentatives or agents of LLC or any subsidiary thereof. To the Knowledge of\nthe Seller, there is no labor strike, dispute, slowdown or stoppage actually\npending or threatened against or involving LLC. To the Knowledge of the Seller,\nthere are no suits, actions, disputes, claims (other than routine claims for\nbenefits), investigations or audits pending or threatened in connection with any\nLLC Employee Benefit Plan, but excluding any of the foregoing which would not\nhave a Material Adverse Effect on LLC.\n\n                  (e) No director, member, manager, or officer or other employee\nof LLC or any of its subsidiaries will become entitled to any retirement,\nseverance or similar benefit or enhanced or accelerated benefit (including any\nacceleration of vesting or lapse of repurchase rights or obligations with\nrespect to any LLC Benefit Plan) solely as a result of the transactions\ncontemplated in this Agreement; and (ii) no payment made or to be made to any\ncurrent or former employee, member, manager or director of LLC by reason of the\ntransactions contemplated hereby (whether alone or in connection with any other\nevent, including, but not limited to, a termination of employment) will\nconstitute an \"excess parachute payment\" within the meaning of Section 280G of\nthe Code.\n\n         4.19 Brokers. There is no investment banker, broker, finder, financial\nadvisor or other Person which has been retained by or is authorized to act on\nbehalf of LLC who might be entitled to any fee or commission in connection with\nthe transactions contemplated by this Agreement payable by EUI.\n\n         4.20 Environmental Matters. (i) No written notice, notification,\ndemand, request for information, citation, summons, complaint or order has been\nreceived by, and no investigation, action, claim, suit, proceeding or review is\npending or threatened by any Person against LLC and no penalty has been assessed\nagainst LLC, in each case, with respect to any matters relating to or arising\nout of any Environmental Law; (ii) LLC is in compliance with all Environmental\nLaws; and (iii) there are no liabilities of or relating to LLC or any of its\nsubsidiaries relating to or arising out of any Environmental Law, and there is\nno existing condition, situation or set of circumstances which could reasonably\nbe expected to result in such a liability.\n\n         For purposes of this Section 4, the term \"Environmental Laws\" means\nfederal, state, local and foreign statutes, laws, judicial decisions,\nregulations, ordinances, rules, judgments, orders, codes, injunctions, permits\nand governmental agreements relating to human health and the environment,\nincluding, but not limited to, Hazardous Materials; and the term \"Hazardous\nMaterial\" means all substances or materials regulated as hazardous, toxic,\nexplosive, dangerous, flammable or radioactive under any Environmental Law\nincluding, but not limited to: (i) petroleum, asbestos, or polychlorinated\nbiphenyls and (ii) in the United States, all substances defined as Hazardous\nSubstances, Oils, Pollutants or Contaminants in the National Oil and Hazardous\nSubstances Pollution Contingency Plan.\n\n                                       26\n\n\n\n\n\n\n\n         4.21 Related-Party Transactions. No employee, officer, member, manager,\ndirector, stockholder or affiliate of LLC or member of his or her immediate\nfamily is currently indebted to LLC, nor is LLC indebted (or committed to make\nloans or extend or guarantee credit) to any of such individuals. To the\nKnowledge of Seller, as of the date hereof, none of such Persons has any direct\nor indirect ownership interest in any firm or corporation with which LLC is\naffiliated or with which LLC has a business relationship, or any firm or\ncorporation that competes with LLC except that employees, officers, members,\nmanagers or directors of LLC and members of their immediate families may own\nstock in an amount not to exceed 1% of the outstanding capital stock of publicly\ntraded companies that may compete with LLC. To the Knowledge of the Seller, as\nof the date hereof, no employee, director, manager, officer, member, shareholder\nor stockholder of LLC and no member of the immediate family of any employee,\nofficer, manager, director, member, shareholder or stockholder of LLC, as the\ncase may be, is directly or indirectly interested in any material contract with\nLLC.\n\n         4.22 Acknowledgment Regarding the Seller's Purchase of the Securities.\nSeller acknowledges and agrees that the EUI is not acting as a financial advisor\nor fiduciary of the Seller (or in any similar capacity) with respect to this\nAgreement or the transactions contemplated hereby, and the relationship between\nthe Seller and EUI is \"arms length\" and that, except for the representations and\nwarranties of the EUI under this Agreement, any statement made by the EUI or any\nof its representatives or agents in connection with this Agreement and the\ntransactions contemplated hereby is not advice or a recommendation and is merely\nincidental to the EUI's sale of Securities and has not been relied upon by the\nSeller, its officers or directors in any way. Seller further represents to the\nEUI that the Seller's decision to enter into this Agreement has been based\nsolely on an independent evaluation by the Seller and its representatives.\n\n         4.23 Accredited Investor. Seller represents that it is an \"accredited\ninvestor\" as defined in Rule 501(a) of Regulation D under the Securities Act.\n\n         4.24 Disclosure. No representation or warranty by LLC or Seller\ncontained in this Agreement, and no representation, warranty or statement by LLC\nor Seller contained in any certificate or schedule furnished or to be furnished\nat the Closing to EUI pursuant to this Agreement, contains any untrue statement\nby LLC or Seller of a material fact or omits to state any material fact\nnecessary to make any statement herein or therein not misleading.\n\n         All information relating to or concerning LLC as set forth in this\nAgreement, including, without limitation, in the Schedules hereto, or provided\nto EUI and otherwise in connection with the transactions contemplated hereby is\ntrue and correct in all material respects and LLC and\/or Seller has not omitted\nto state any material fact necessary in order to make the statements made herein\nor therein, in light of the circumstances under which they were made, not\nmisleading. No event or circumstance has occurred or exists with respect to LLC\nor its respective businesses, properties, operations or financial conditions,\nwhich has not been publicly disclosed or which has not been disclosed to the EUI\nbut, under applicable law, rule or regulation, would be required to be disclosed\nby LLC in a registration statement filed on the date hereof by LLC under the\nSecurities Act with respect to an issuance of LLC's Shares.\n\n                                       27\n\n\n\n\n\n\n\n         4.25 Company Records. A copy of the Certificate of Formation of LLC,\ncertified by the Secretary of State of Delaware heretofore delivered to EUI is\ntrue and complete as of the date of this Agreement. Such Certificate of\nFormation is in full force and effect. LLC is not in violation of any provision\nof its Certificate of Formation. The corporate records of LLC are correct and\ncomplete in all material respects.\n\n         4.26 Approval. Neither any declaration, filing or registration with,\nnotice to, nor license, consent or approval of, any Governmental Entity is\nrequired to be made, obtained or given by or with respect to LLC in connection\nwith the execution, delivery or performance LLC of this Agreement, the\nperformance by it of its obligations hereunder or the consummation by it of the\ntransactions contemplated hereby.\n\n5. Conditions Precedent to the Obligations of the Parties.\n\n         5.1 Conditions Precedent to the Obligations of EUI. The obligations of\nEUI to effect this Agreement are subject to the satisfaction at or prior to the\nClosing Date of the following conditions, unless waived by EUI in writing:\n\n                  (a) The representations and warranties of LLC, Indimi and the\nSeller set forth in this Agreement and in any certificate or other writing\ndelivered by Seller, Indimi or LLC pursuant hereto shall be true and correct as\nof the date of this Agreement, and shall also be true and correct in all\nmaterial respects (except for such changes as are contemplated by the terms of\nthis Agreement) on and as of the Closing Date with the same force and effect as\nthough made on and as of the Closing Date, except if and to the extent any\nfailure to be true and correct would not have a Material Adverse Effect on\nSeller. At the Closing, each of LLC, Indimi and Seller shall deliver to EUI, a\ncertificate signed by a duly authorized officer or manager of LLC or Seller, as\nthe case may be certifying that the representations and warranties of LLC,\nIndimi or Seller, as the case may be set forth in this Agreement are true and\ncorrect as of the date of this Agreement.\n\n                  (b) From the date of this Agreement through the Closing Date,\nexcept as set forth in the LLC Disclosure Schedule, LLC shall not have suffered\nany Material Adverse Effect in the LLC Business or the assets, operations or\nfinancial condition of LLC (other than the change in control contemplated\nhereby).\n\n                  (c) LLC, Indimi and the Seller shall have performed all\nobligations, covenants and conditions required to be performed by it and them\nunder this Agreement at or prior to the Closing Date.\n\n                  (d) LLC shall have furnished EUI with copies of (i)\nresolutions duly adopted by the sole member of the LLC approving the execution\nand delivery of this Agreement and all other necessary or proper company action\nto enable LLC to comply with the terms of this Agreement, and (ii) resolutions\nduly adopted by the Seller approving and adopting this Agreement and the\ntransactions contemplated herein, such resolutions to be certified by the\nSecretary of the Seller.\n\n                  (e) LLC shall have no: (i) outstanding debt other than\nreasonable and customary accounts payable incurred in the ordinary course of\nbusiness and what is incurred as a\n\n                                       28\n\n\n\n\n\n\n\nresult of the consummation of the transactions contemplated by this Agreement,\nin an aggregate amount not to exceed $50,000.00; (ii) outstanding long term\nliablities of any nature whatsoever; or (iii) no contingent liabilities of any\nnature whatsoever.\n\n                  (f) There shall not be any statute, rule, regulation,\ninjunction, order or decree, enacted, enforced, promulgated, entered, issued or\ndeemed applicable to this Agreement or the transactions contemplated hereby (or\nin the case of any statute, rule or regulation, awaiting signature or reasonably\nexpected to become law), by any court, government or governmental authority or\nagency or legislative body, domestic, foreign or supranational, that would, or\nwould reasonably be expected to, have a Material Adverse Effect at or after the\nClosing Date.\n\n                  (g) Qualification Under State Securities Laws. All\nregistrations, qualifications, permits and approvals required under applicable\nstate securities laws shall have been obtained for the lawful execution,\ndelivery and performance of this Agreement and each other Transaction Document,\nincluding, without limitation, the offer and sale of the LLC Shares.\n\n                  (h) Other Transaction Documents.\n\n                           (i) Series B Preferred Shares Acquisition. EUI and\n     Seller and LLC and Indimi, Inc. shall have consummated the transactions\n     contemplated by that certain Stock Purchase Agreement dated as of July 13,\n     2001;\n\n                           (ii) Loan Extension. EUI and Seller shall have\n     entered into that certain 550 DMV Loan Extension Agreement in the form\n     attached hereto as Exhibit B ;\n\n                           (iii) Interim Loan Agreement. EUI and Seller shall\n     have entered into that certain Interim Loan Agreement in the form attached\n     hereto as Exhibit C;\n\n                           (iv) EUI and Seller and LLC and Indimi, Inc. shall\n     have executed, simultaneously herewith, such other agreements as are\n     required to consummate the transactions contemplated herein.\n\n                  (i) LLC shall have furnished EUI with an opinion (the \"LLC\nOpinion\"), dated the Closing Date, of counsel to LLC, in form and substance\nsatisfactory to EUI and its counsel, to the effect that:\n\n                           (i) LLC is a limited liability company duly formed,\n     validly existing and in good standing under the laws of the State of\n     Delaware;\n\n                           (ii) LLC will be one hundred percent (100%) owned by\n     550 DMV and 550 DMV shall have no other obligations to issue any additional\n     membership interests\n\n                           (iii) LLC has taken all required company action to\n     approve and adopt this Agreement, and this Agreement is a valid and binding\n     obligation of LLC enforceable against LLC, Indimi and the Seller in\n     accordance with its terms, subject as to enforcement to bankruptcy,\n     insolvency, reorganization, moratorium, insolvency and other\n\n                                       29\n\n\n\n\n\n\n\n     laws of general applicability relating to or affecting creditors' rights\n     and to general equity principles;\n\n                           (iv) the execution and delivery of this Agreement by\n     LLC, Indimi and the Seller does not, and the consummation of the\n     transactions contemplated by this Agreement by LLC, Indimi and the Seller\n     will not, constitute a breach or violation of, or a default under, the\n     company organizational documents of LLC, or (ii) a breach, violation or\n     impairment of, or a default under, any judgment, decree, order, statute,\n     law, ordinance, rule or regulation now in effect applicable to the Seller,\n     LLC or its properties known to such counsel, or any agreement, indenture,\n     mortgage, lease or other instrument of LLC; and\n\n                           (v) LLC has the authority and requisite power to\n     enter to this Agreement and consummate the transactions contemplated\n     hereunder.\n\n     In rendering the LLC Opinion, such counsel may rely on certificates of\n     officers and other agents of LLC and public officials as to matters of fact\n     and, as to matters relating to the law of jurisdictions other than\n     California, upon opinions of counsel of such other jurisdictions reasonably\n     satisfactory to EUI and its counsel, provided such reliance is expressly\n     noted in the LLC Opinion and the opinions of such other counsel and the\n     certificates of such officers, agents and public officials relied on are\n     attached to the LLC Opinion.\n\n                  (j) LLC shall have received all credit and debit cards listed\non the LLC Disclosure Schedule.\n\n                  (k) LLC shall have (i) delivered to EUI one or more\ncertificates representing the LLC Shares, free and clear of all liens and\nencumbrances of any nature whatsoever, duly endorsed in blank for transfer or\naccompanied by stock powers duly executed in blank and with all requisite\ndocumentary or stock transfer tax stamps affixed; and (ii) delivered or\notherwise made available for inspection to EUI, the official and complete\ncompany records of LLC comprised of its organizational documents and all\namendments thereto, the minute books, and the share ledger.\n\n                  (l) LLC shall have delivered to EUI written resignations,\neffective as of the Closing Date, of each Person that is a director, manager or\nofficer of LLC from such position in LLC.\n\n                  (m) the Seller shall have obtained consents from all third\nparties which are required for the transfer of the LLC Shares or the operation\nof the Business after the Closing Date, including any consents to assignment of\nany Contract to which the LLC is a party where the transfer of the LLC Shares to\nEUI may be deemed an assignment of such Contract.\n\n                  (n) EUI and 550 Digital Media Ventures, Inc shall have\nconsummated the transactions contemplated by that certain Stock Purchase\nAgreement dated as of July 12, 2001.\n\n                                       30\n\n\n\n\n\n\n\n\n                  (o) Financial Statements. EUI shall have received an\nunqualified audit opinion of Pricewaterhouse Coopers LLP with respect to the LLC\nFinancial Statements as of and for the years ended December 31, 1999 and 2000\nand such audited financial statements as of and for the year ended December 31,\n2000 shall not differ materially from, or be materially inconsistent with, the\nLLC Financial Statements.\n\n         5.2 Conditions Precedent to Obligations of LLC and Seller. The\nobligations of LLC and the Seller to effect this Agreement are subject to the\nsatisfaction at or prior to the Closing Date, or as otherwise stated, of the\nfollowing conditions, unless waived by Seller in writing:\n\n                  (a) The representations and warranties of EUI set forth in\nthis Agreement and in any certificate of EUI or other writing delivered by EUI\npursuant hereto shall be true and correct as of the date of this Agreement, and\nshall also be true (except for such changes as are contemplated by the terms of\nthis Agreement) on and as of the Closing Date with the same force and effect as\nthough made on and as of the Closing Date. At the Closing, EUI shall deliver to\nLLC, a certificate signed by a duly authorized officer of EUI certifying that\nthe representations and warranties of EUI set forth in this Agreement are true\nand correct as of the date of this Agreement.\n\n                  (b) From the date of this Agreement through the Closing Date\nEUI shall not have suffered any Material Adverse Effect in its business,\noperations or financial condition.\n\n                  (c) EUI shall have performed all obligations, covenants and\nconditions required to be performed by it under this Agreement at or prior to\nthe Closing Date.\n\n                  (d) EUI shall have furnished LLC with copies of (i)\nresolutions duly adopted by its Boards of Directors approving the execution and\ndelivery of this Agreement and all other necessary or proper corporate action to\nenable them to comply with the terms of this Agreement, and (ii) to the extent\nrequired pursuant to EUI's charter or bylaws, resolutions duly adopted by the\nholders of the EUI Shares approving the issuance of the EUI Shares, such\nresolutions to be certified by the Secretary or Assistant Secretary of EUI.\n\n                  (e) There shall not be any statute, rule, regulation,\ninjunction, order or decree, enacted, enforced, promulgated, entered, issued or\ndeemed applicable to this Agreement or the transactions contemplated hereby (or\nin the case of any statute, rule or regulation, awaiting signature or reasonably\nexpected to become law), by any court, government or governmental authority or\nagency or legislative body, domestic, foreign or supranational, that would, or\nwould reasonably be expected to, have a Material Adverse Effect in EUI's\nbusiness, operations or financial condition at or after the Closing Date.\n\n                  (f) Qualification Under State Securities Laws. All\nregistrations, qualifications, permits and approvals required under applicable\nstate securities laws shall have\n\n                                       31\n\n\n\n\n\n\n\nbeen obtained for the lawful execution, delivery and performance of this\nAgreement and each other Transaction Document, including, without limitation,\nthe offer and sale of the Securities.\n\n                  (g) Other Transaction Documents.\n\n                           (i) Series B Preferred Shares Acquisition. EUI and\n     Seller shall have consummated the transactions contemplated by that certain\n     Stock Purchase Agreement dated as of July 13, 2001;\n\n                           (ii) Loan Extension. EUI and Seller and LLC and\n     Indimi, Inc. shall have entered into that certain 550 DMV Loan Extension\n     Agreement in the form attached hereto as Exhibit B;\n\n                           (iii) Interim Loan Agreement. EUI and Seller shall\n     have entered into that certain Interim Loan Agreement in the form attached\n     hereto as Exhibit C;\n\n                           (iv) SFX Note. That certain promissory note dated\n     July 26, 2000from EUI to SFX Entertainment, Inc. shall have been\n     restructured upon substantially no less favorable terms as set forth on\n     Schedule 5.2(g)(iv) hereto.\n\n                           (v) Videogame Partners Note. That certain promissory\n     note from EUI to Videogame Partners, LLC dated June 30, 2000 shall have\n     been restructured upon substantially no less favorable terms as set forth\n     on Schedule 5.2(g)(v) hereto.\n\n                           (vi) Insurance. EUI shall have obtained a directors\n     and officers liability insurance policy on terms similar to its current\n     policy and that (i) is in full force and effect for at least one (1) year\n     from the Closing Date and (ii) contains at least $5,000,000 in coverage per\n     director.\n\n                           (vii) Voting Agreement. Within five business days of\n     the date of this Agreement, EUI shall have delivered the Voting Agreement\n     attached as Exhibit D hereto duly executed by the holders of more than\n     fifty percent (50%) of the outstanding Common Stock of EUI; and\n\n                           (viii) EUI and Seller and LLC and Indimi, Inc. shall\n     have executed, simultaneously herewith, such other agreements as are\n     required to consummate the transactions contemplated herein.\n\n                  (h) EUI shall have furnished Seller and Indimi with an opinion\n(the \"EUI Opinion\"), dated the Closing Date, of counsel to EUI, in form and\nsubstance satisfactory to LLC and its counsel, to the effect that:\n\n                           (i) EUI is a corporation duly incorporated, validly\n     existing and in good standing under the laws of the State of Nevada;\n\n                           (ii) the EUI Shares are validly issued and\n     outstanding, fully paid and nonassessable;\n\n                                       32\n\n\n\n\n\n\n\n                           (iii) the authorized capital stock of EUI consists of\n     250,000,000 shares of common stock, $.001 par value, and 40,000,000 shares\n     of preferred stock, $.10 par value;\n\n                           (iv) EUI has taken all required corporate action to\n     approve and adopt this Agreement, and this Agreement is a valid and binding\n     obligation of EUI, enforceable in accordance with its terms, subject as to\n     enforcement to bankruptcy, reorganization, moratorium, insolvency and other\n     laws of general applicability relating to or affecting creditors' rights\n     and to general equity principles;\n\n                           (v) EUI has the authority and requisite corporate\n     power to enter to this Agreement and consummate the transactions\n     contemplated hereunder;\n\n                           (vi) the execution and delivery of this Agreement by\n     EUI do not, and the consummation of the transactions contemplated by this\n     Agreement by EUI will not, constitute (i) a breach or violation of, or a\n     default under, the charter or bylaws of EUI, or (ii) a breach, violation or\n     impairment of, or a default under, any judgment, decree, order, statute,\n     law, ordinance, rule or regulation now in effect applicable to either EUI\n     or EUI's properties known to such counsel, or any agreement, indenture,\n     mortgage, lease or other instrument of either or to which EUI is subject\n     and in each case known to such counsel; and\n\n                           (vii) all applicable requirements of the Exchange\n     Act, the Securities Act and state Blue Sky laws related to the consummation\n     of the transactions contemplated by this Agreement have been met by EUI. In\n     rendering the EUI Opinion, such counsel may rely on certificates of\n     officers and other agents of EUI and public officials as to matters of fact\n     and, as to matters relating to the law of jurisdictions other than Nevada,\n     upon opinions of counsel of such other jurisdictions reasonably\n     satisfactory to LLC and its counsel, provided such reliance is expressly\n     noted in the EUI Opinion and the opinions of such other counsel and the\n     certificates of such officers, agents and public officials relied on are\n     attached to the EUI Opinion.\n\n                  (i) All actions, proceedings, instruments and documents\nrequired to carry out this Agreement, or incidental hereto, and all other legal\nmatters shall have been approved by counsel to LLC, and such counsel shall have\nreceived all documents, certificates and other papers reasonably requested by it\nin connection therewith.\n\n                  (j) EUI and 550 Digital Media Ventures, Inc shall have\nconsummated the transactions contemplated by that certain Stock Purchase\nAgreement dated as of July 13, 2001.\n\n                  (k) Financial Statements. Seller and Indimi shall have\nreceived an unqualified audit opinion of Merdinger, Fruchter, Rosen, &amp; Corso,\nP.C. with respect to the EUI's consolidated financial statements as of and for\nthe years ended March 31, 2000 and 2001 and such audited finacial statements as\nof and for the year ended March 31, 2001 shall not differ materially\n\n                                       33\n\n\n\n\n\n\n\n\nfrom, or be materially inconsistent with, the draft March 31, 2001 fincancials\npreviously provided to the Seller.\n\n6. Closing.\n\n         The Closing of this Agreement and of the sale and purchase of the LLC\nShares shall take place at the offices of Skadden, Arps, Slate, Meagher &amp; Flom\nLLP, Four Times Square, New York, New York 10036-6522, on the third business day\nafter the satisfaction or waiver of all of the conditions (excluding conditions\nthat, by their nature, cannot be satisfied until the Closing Date) set forth in\nSection 5 hereof or at such other time and place as EUI and the Seller may\nmutually agree to in writing, or on such other date as the parties may mutually\nagree to in writing. All LLC Shares to be delivered hereunder shall be duly\nendorsed or with duly executed Share powers attached, in either case in proper\nform for transfer, and in accordance with all necessary corporate action.\n\n         EUI shall:\n\n                           (i) pay the Purchase Price by delivering to Seller,\n         to the address designated by such Seller in writing to EUI at least two\n         business days prior to the Closing Date, the number of shares of Common\n         Stock as determined under Section 2.2;\n\n                           (ii) deliver to the seller EUI Opinion in a form\n         reasonably acceptable to Seller;\n\n                           (iii) furnish Seller with copies of resolutions duly\n         adopted by its Boards of Directors approving the execution and delivery\n         of this Agreement and all other necessary or proper corporate action to\n         enable them to comply with the terms of this Agreement;\n\n                           (iv) furnish Seller with resolutions, to the extent\n         required pursuant to EUI's charter or bylaws, duly adopted by the\n         holders of the EUI Shares approving the issuance of the EUI Shares,\n         such resolutions to be certified by the Secretary or Assistant\n         Secretary of EUI;\n\n                           (v) furnish Seller with a certificate of incumbency\n         executed by the Secretary of EUI (A) certifying the names, titles and\n         signatures of the officers authorized to execute the transaction\n         documents to be executed by EUI and (B) further certifying that the\n         Articles of Incorporation and the By-laws of EUI delivered to the\n         Seller at the time of the execution of this Agreement have been validly\n         adopted and have not been amended or modified; and\n\n                           (vi) deliver to the Seller such other documents as\n         the Seller or the Seller's counsel may reasonably request to\n         demonstrate satisfaction of the conditions and compliance with the\n         covenants set forth in this Agreement; and\n\n                  (b) the Seller shall deliver, or cause to be delivered, to\nEUI:\n\n                                       34\n\n\n\n\n\n\n\n                           (i) instruments of transfer, assignment and\n         conveyance in form and substance satisfactory to EUI and its counsel,\n         evidencing the sale of the LLC Shares to EUI;\n\n                           (ii) LLC Opinion in a form reasonably satisfactory to\n         EUI;\n\n                           (iii) furnished EUI with copies of (i) resolutions\n         duly adopted by the sole member of the LLC approving the execution and\n         delivery of this Agreement and all other necessary or proper company\n         action to enable LLC to comply with the terms of this Agreement;\n\n                           (iv) resolutions duly adopted by the Seller approving\n         and adopting this Agreement and the transactions contemplated herein,\n         such resolutions to be certified by the sole member of the LLC;\n\n                           (v) a certificate of incumbency executed by the\n         Secretary of LLC (A) certifying the names, titles and signatures of the\n         officers authorized to execute the transaction documents to be executed\n         by LLC and (B) further certifying that the Certificate of Formation of\n         LLC delivered to the EUI at the time of the execution of this Agreement\n         have been validly adopted and have not been amended or modified; and\n\n                           (vi) such other documents as EUI or its counsel may\n         reasonably request to demonstrate satisfaction of the conditions and\n         compliance with the covenants set forth in this Agreement.\n\n7. Guaranty. SONY hereby unconditionally and irrevocably guarantees to EUI, all\nof the obligations, when due, of Seller, LLC, and Indimi, and the full and\nprompt performance of all such obligations of LLC, Seller and Indimi under this\nAgreement (the \"Guaranteed Obligations\"), whether now in existence or hereafter\narising, provided however, SONY's liability shall in no event be greater than\nthat for which any of the LLC, Seller or Indimi could be primarily liable under\nthis Agreement and SONY shall be entitled to all defenses available to any of\nLLC, Seller or Indimi and all defenses available to a surety or a guarantor\nunder the common law. SONY understands, agrees, and confirms that upon any\ndefault by LLC, Seller and\/or Indimi upon the Guaranteed Obligations, EUI may,\nat its option, proceed directly and at once, without notice, against the\nGuarantor to collect and recover the full amount of the liability hereunder or\nthereunder, or any portion thereof, without proceeding against LLC, Seller\nand\/or Indimi or against any other security for the Guaranteed Obligations. The\nforegoing guaranty of the Guarantor is an absolute, continuing, primary and\nunconditional guaranty of performance and not of collection. This Guaranty shall\ncontinue in full force and effect until all Guaranteed Obligations are fully\nperformed, and discharged.\n\n8. Termination.\n\n                  8.1 This Agreement shall terminate prior to the Closing upon\n         the occurrence of any of the following:\n\n                           (a) the written agreement of Seller and EUI;\n\n                                       35\n\n\n\n\n\n\n\n                           (b) the bankruptcy, receivership or dissolution of\nLLC or EUI; or\n\n                           (c) by Seller, on the one hand, or by EUI, on the\nother hand, if Closing shall not have occurred on or before November 1, 2001;\nprovided that the right to terminate this Agreement under this Section 8.1(c)\nshall not be available to either party whose material misrepresentations,\nmaterial breach of warranty or failure to fulfill any material obligation under\nthis Agreement has been the cause of, or resulted in, the failure of the Closing\nto occur on or before such date.\n\n                  8.2 Termination by Either Party. Either party may terminate\nthis Agreement within three (3) days of last day of 15 day trading period (as\ndescribed in the Adjusted Share Price in Section 2.1 of this Agreement) in the\nevent that the Adjusted Share Price is less than or equal to $2.00 (as adjusted\nfor a stock split, reverse split, stock dividend, merger, consolidation,\nexchange of shares, recapitalization, reorganization or other similar event ).\n\n9. Publicity.\n\n         Neither EUI, LLC nor the Seller shall issue any press release or\notherwise make any public statements with respect to this Agreement or the\ntransactions contemplated herein without consulting the other party and\nobtaining the prior written consent such other party. Notwithstanding the\nforegoing or any other provision of this Agreement, the parties agree that the\nPress Release in the form attached hereto as Exhibit E is mutually acceptable\nand satisfactory to the parties. EUI hereby covenants and agrees to issue the\nPress Release within twenty-four (24) hours of the execution of this Agreement.\n\n10. Indemnification.\n\n                  10.1 Obligation of the Seller to Indemnify. From and after\nClosing, the Seller shall indemnify, defend and hold harmless EUI, together with\nits officers, members, managers, directors, employees, agents and\nrepresentatives from and against any and all losses, judgments, claims, awards,\ndamages, settlements, costs and expenses, including, without limitation,\nattorney's fees, resulting from, imposed upon, sustained or incurred by EUI,\ndirectly or indirectly, as a result or arising out of the breach of any\nrepresentation, warranty or covenant of LLC or the Seller, or each of them,\ncontained herein.\n\n                  10.2 Obligation of EUI to Indemnify. From and after Closing,\nEUI shall indemnify, defend and hold harmless Seller, Indimi, and LLC together\nwith their officers, directors, members, managers, employees, agents and\nrepresentatives from and against any and all losses, judgments, claims, awards,\ndamages, settlements, costs and expenses, including, without limitation,\nattorney's fees, resulting from, imposed upon, sustained or incurred by Seller,\nIndimi, or LLC, as the case may be directly or indirectly, as a result or\narising out of the breach of any representation, warranty or covenant of EUI\ncontained herein.\n\n                  10.3 Notice to Indemnifying Party. If any indemnified party\n(the \"Indemnitee\") receives notice of any third-party claim or of the\ncommencement of any action or proceeding or becomes aware of the occurrence of\nany event with respect to which any other party (or parties) (the \"Indemnifying\nParty\") is required to provide indemnification pursuant to Section 10.1 or\n\n                                       36\n\n\n\n\n\n\n\n10.2, the Indemnitee shall promptly give the Indemnifying Party notice thereof.\nThe Indemnifying Party may take control of the defense, settlement or compromise\nof such claim, action or proceeding at the Indemnifying Party's own expense and\nwith the assistance of the Indemnifying Party's own counsel, which counsel shall\nbe reasonably acceptable to the Indemnitee. If the Indemnifying Party chooses to\ndefend any claim, the Indemnitee shall make available to the Indemnifying Party\nany books, records or other documents within its control that are necessary or\nappropriate for such defense, and shall otherwise cooperate fully with the\nIndemnifying Party. The Indemnitee shall also have the right to participate in\nany defense and\/or settlement of a claim at the Indemnitee's expense and may, if\nthe Indemnifying Party shall not choose to defend or resist said claim within\ntwenty (20) days after notice thereof from the Indemnitee (or such shorter time\nspecified in the notice as the circumstances of the matter may dictate), dispose\nof the matter at the reasonable cost of the Indemnifying Party in any way it\nreasonably deems to be in its best interest.\n\n11. Miscellaneous.\n\n                  11.1 Successors and Assigns. This Agreement shall be binding\nupon and shall inure to the benefit of each of the parties hereto and their\nrespective heirs, legal representatives, successors and assigns.\n\n                  11.2 Entire Agreement. (a) Except as set forth in subsection\n(b) hereof, this Agreement constitutes the entire agreement and understanding of\nthe parties with respect to the subject matter hereof, and is intended as the\nparties' final expression and complete and exclusive statement of the terms\nthereof, superseding all prior or contemporaneous agreements, representations,\npromises and understandings, whether written or oral. All exhibits and schedules\nreferred to in this Agreement are incorporated herein by reference.\n\n                  (b) EUI, Seller and Indimi, Inc. have entered into a\nTransition Services Agreement dated July 12, 2001, as amended (the \"Transition\nServices Agreement\"), pursuant to which the parties agreed upon certain\ntransitional matters pending (i) the consummation of the transactions\ncontemplated under this Agreement. In the event of any conflict between the\nterms of this Agreement and the terms of the Letter Agreement, the terms of this\nAgreement shall control.\n\n                  11.3 Headings. The paragraph headings in this Agreement are\nfor convenience of reference and do not constitute part of the agreement.\n\n                  11.4 Counterparts. This Agreement may be executed in multiple\nfacsimile counterparts, each of which shall be deemed an original and all of\nwhich taken together shall constitute one and the same instrument, binding on\nthe parties hereto.\n\n                  11.5 Governing Law; Consent to Jurisdiction. This Agreement\nshall be construed and enforced in accordance with the laws of the State of New\nYork, including, without limitation, Section 5-1401 of the New York General\nObligations Law (without regard to any conflicts of law provision that would\nrequire the application of the law of any other jurisdiction). Any legal action\nor proceeding with respect to this Agreement or any transaction related hereto\nshall be brought in the courts of the State of California or of the United\nStates District Court for the Central District of California, and, by the\nexecution and delivery of this Agreement, each of the parties hereto\n\n                                       37\n\n\n\n\n\n\n\nhereby consents for himself, herself and itself and in respect of his, her or\nits property to the exclusive jurisdiction of the aforesaid courts and agrees\nthat service of process in any legal action or proceeding with respect to this\nAgreement or any transaction related hereto may be made on such party by\ndelivery of such process by certified mail, return receipt requested, to such\nparty at its address for notice pursuant to Section 11.8 of this Agreement with\nthe same effect as if such process was personally served on such party within\nthe State of California. Each of the parties hereto hereby irrevocably waives,\nto the extent permitted by applicable law, any objection, including, but not\nlimited to, any objection to the laying of venue or based on the ground of forum\nnon conveniens, which he, she or it may now or hereafter have to the bringing of\nany action or proceeding in such jurisdictions in respect of this Agreement or\nany transaction related hereto. Nothing contained herein shall affect the right\nof any party hereto to serve process in any other manner permitted by law.\n\n                  11.6 Enforcement. In the event that either party hereto\ncommits a breach of that party's obligations hereunder, the non-breaching party\ndamaged thereby shall be entitled to recover from the party in breach the\nreasonable costs and expenses incurred, including reasonable attorney's fees and\ndisbursements, in connection with enforcing the provisions hereof. The\nobligation of any Person to transfer shares in accordance with the terms of this\nAgreement may be specifically enforced by any court of competent jurisdiction,\nit being acknowledged and agreed that money damages will not provide an adequate\nremedy for the breach of any such obligation. The rights and remedies set forth\nin this section 11.6 shall be on addition to, and not in lieu of, any other\nrights and remedies avaliable at law or in equity.\n\n                  11.7 Expenses. Subject to Section 11.6 of this Agreement, each\nof the parties shall bear its own costs and expenses (including legal fees and\nexpenses) incurred in connection with this Agreement and the transactions\ncontemplated hereby.\n\n                  11.8 Notices. All notices and other communications hereunder\nshall be in writing (and shall be deemed given upon receipt) if delivered\npersonally, facsimiled\/telecopied (which is confirmed) or mailed by registered\nor certified mail (return receipt requested) or by courier to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like notice):\n\n                a) if to EUI, to\n\n                     eUniverse, Inc.\n                     6300 Wilshire Blvd., Suite 1700 Los Angles, CA  90048\n                     Attention:  Brad G. Greenspan\n                     By facsimile to: (323) 658-5414\n\n                   with a copy to\n\n                     Christopher G. Martin, Esq.\n                     Martin, Lucas &amp; Chioffi, LLP\n                     1177 Summer Street\n                     Stamford, CT  06905\n\n                                       38\n\n\n\n\n\n\n\n                     By facsimile to: (203)324-8649\n\n                (b)  if to LLC, to\n\n                     550 Digital Media Ventures, Inc.\n                     c\/o: Sony Music Entertainment, Inc.\n                     550 Madison Ave\n                     New York, NY  10022\n                     Attention:  Senior Vice President and General Counsel of\n                     550 DMV; and Senior Vice President and General Counsel -\n                     Sony Music\n                     By facsimile to: (212) 833-7844\n\n                   with a copy to:\n\n                     David J. Goldschmidt, Esq.\n                     Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                     Four Times Square\n                     New York, New York  10036\n                     By facsimile to: (212)735-2000\n\n                  11.9 Waivers. No waiver by a party, or by anyone claiming by,\nthrough or under such party, of any right or of the breach of any\nrepresentation, warranty, covenant, agreement, condition or duty, shall ever be\nheld or construed as a waiver of the same or any other right or waiver of any\nother breach of the same or of any representation, warranty, covenant,\nagreement, condition, or duty. In the event of a breach by a party of any\nrepresentation, warranty, covenant, agreement, condition or duty, the failure by\nany other party to take action on account of such breach or to enforce any\nrights resulting therefrom shall not be deemed a waiver, and such breach shall\nbe a continuing breach until the same has been cured. No waiver of any of the\nprovisions of this Agreement shall be deemed or shall constitute a continuing\nwaiver unless otherwise expressly provided therein.\n\n                  11.10 INTENTIONALLY OMITTED.\n\n                  11.11 Interpretation. When a reference is made in this\nAgreement to a Section, Schedule or Exhibit, such reference shall be to a\nSection, Schedule or Exhibit of this Agreement unless otherwise indicated. The\ntable of contents contained in this Agreement is for reference purposes only and\nshall not affect in any way the meaning or interpretation of this Agreement.\nWhenever the words \"included,\" \"includes\" or \"including\" are used in this\nAgreement, they shall be deemed to be followed by the words \"without\nlimitation.\" All accounting terms not defined in this Agreement shall have the\nmeanings determined by GAAP.\n\n                  11.12 Further Assurances. From and after the date of this\nAgreement, each of the parties shall, from time to time, at the reasonable\nrequest of the other party and without further consideration, do, execute and\ndeliver, cause to be done, executed and delivered, all such further acts, things\nand instruments as may be reasonably requested or required to carry out the\nintent of\n\n                                       39\n\n\n\n\n\n\n\nthis Agreement and to more effectively evidence and give effect to and conclude\nthe transactions contemplated by this Agreement.\n\n                  11.13 Modification or Waiver. Neither this Agreement nor any\nprovision hereof may be modified, waived or discharged except pursuant to a\nwritten instrument signed by the party against whom enforcement of such\nmodification, waiver or discharge is sought.\n\n                  11.14 Severability. Any provision of this Agreement held or\ndetermined by a court (or other legal authority) of competent jurisdiction to be\nillegal, invalid, or unenforceable in any jurisdiction shall be deemed separate,\ndistinct and independent, and shall be ineffective to the extent of such holding\nor determination and this Agreement shall be interpreted as if said provision\nhad never been a part of this Agreement without (i) invalidating the remaining\nprovisions of this Agreement in that jurisdiction or (ii) affecting the\nlegality, validity or enforceability of such provision in any other\njurisdiction.\n\n                  11.15 Remedies. All rights, remedies or powers hereby\nconferred shall, to the extent not prohibited by law, be deemed cumulative and\nnot exclusive of any other thereof, or of any other rights, remedies or powers\navailable. No single or partial exercise of any right, remedy or power by a\nparty shall preclude further exercise thereof. No delay or omission to exercise\nany right, power or remedy accruing to a party upon the occurrence of any breach\nof any warranty, covenant or agreement contained in this Agreement shall impair\nany such right, power or remedy or be construed to be a waiver of any such\nbreach or any acquiescence therein or to any similar breach thereafter\noccurring. In addition to such other rights and remedies as each party may have\nat equity or in law with respect to any breach of this Agreement, if any party\ncommits a breach of any of the restrictive covenants contained herein, each\nother party shall have the right and remedy to have such provisions specifically\nenforced by any court having equity jurisdiction.\n\n                  11.16 Special Stockholders' Meeting. To the extent required by\nany applicable law or requirements of The Nasdaq Small Cap Market or any stock\nexchange, as soon as practicable after the date hereof, the EUI shall prepare\nand file with the SEC one or more proxy statements in connection with the\ntransactions contemplated by this Agreement and the other Transaction Documents\n(each such proxy statement, together with any amendments or supplements thereto,\nin each case in the form mailed to the EUI's stockholders, being a \"Proxy\nStatement\"). Each Proxy Statement shall not, at the date such Proxy Statement is\nfirst mailed to the EUI's stockholders, contain any untrue statement of a\nmaterial fact or omit to state any material fact required to be stated therein\nor necessary in order to make the statements therein, in light of the\ncircumstances under which they were made, not misleading. All documents that the\nEUI will file with the SEC in connection with the transactions contemplated\nherein will comply as to form and substance in all material respects with the\napplicable requirements of the Exchange Act and the rules and regulations\nthereunder. EUI shall promptly after the date hereof take all action necessary\nin accordance with the General Corporation Law of Nevada and the Articles of\nIncorporation and By-laws to convene a stockholders meeting to vote on the\ntransaction contemplated hereby as promptly as practicable after the date\nhereof. EUI shall use its best efforts to solicit from stockholders of EUI\nproxies in favor of the transactions to be voted on at the stockholders meeting.\nEUI shall use its best efforts to ensure that the Proxy Statement includes the\nunconditional recommendation of the Board, subject to its fiduciary duties, in\nfavor\n\n                                       40\n\n\n\n\n\n\n\nof the aggregate transactions to be voted on at each of the stockholders\nmeetings. EUI shall provide to the Seller drafts of any materials to be filed\nwith the SEC or mailed to the EUI's stockholders and, prior to submitting or\nfiling such materials with the SEC, shall accept reasonable comments from the\nSeller and its representatives.\n\n\n                     --------------------------------------\n\n                    Signatures appear on the following page.\n\n                                       41\n\n\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed or have caused\nthis Agreement to be executed by its duly authorized representative as of the\ndate first above written.\n\n\n                           eUNIVERSE, INC.\n\n\n                           By:   \/s\/ Brad D. Greenspan\n                              -----------------------------------------\n                                Name:  Brad D. Greenspan\n                                Title:  Chairman\n\n\n                           550 Digital Media Ventures, Inc.\n\n\n                           By:  \/s\/ Mark R. Eisenberg\n                              --------------------------------\n                                Name:  Mark R. Eisenberg\n                                Title:  Senior Vice President &amp; General Counsel\n\n                           Indimi, L.L.C.\n\n\n                           By:  \/s\/ Mark R. Eisenberg\n                              --------------------------------\n                                Name:  Mark R. Eisenberg\n                                Title:\n\n                           Indimi, Inc.\n\n\n                           By:  \/s\/ Mark R. Eisenberg\n                              --------------------------------\n                                Name:  Mark R. Eisenberg\n                                Title:\n\n                           Sony Music Entertainment, Inc.\n\n                           With Respect to Section 7 Only.\n\n\n                           By:  \/s\/  Thomas Connolly\n                              ---------------------------------\n                                Name:   Thomas Connolly\n                                Title:\n\n\n                                       42\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7885],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9622,9627],"class_list":["post-43617","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-intermix-media-inc","corporate_contracts_industries-retail__electronics","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\/43617","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=43617"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43617"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43617"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43617"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}