Share Exchange Agreement

Exhibit 10.5(kk)


SHARE EXCHANGE AGREEMENT


THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), dated April 9, 1999, is between Rozel International Holdings, Ltd. located at White Hill House, Newby Road Industrial Estates, Hazel Grove, Stockport, Cheshire ("Seller"), and EYEQ Networking, Inc., a Delaware corporation (hereinafter "EYEQ" or "Buyer"). Buyer desires to acquire from Seller, and Seller is willing to transfer to Buyer, upon the terms and conditions of this Agreement, that aggregate number of shares of common stock set forth under Seller's name on the signature page hereof, that Seller owns (the "JET Shares") in Jet Aviation Trading, Inc. a Florida corporation.


1. Transfer by Seller. In exchange for the consideration set forth below, at Closing (as defined in paragraph 3), Seller will transfer and convey the JET Shares to Buyer, free and clear of all liabilities, security interests, liens, pledges, claims and encumbrances.


2. Acquisition Price. The aggregate acquisition price for the JET Shares shall be one share of Common Stock $.001 par value per share, of Buyer, issued by the Buyer, for every one and two-thirds JET Shares transferred hereunder (the "EYEQ Shares"). The acquisition price will be equitably adjusted for any stock splits, reverse stock splits, stock combinations or recapitalizations of Buyer which occur after June 22, 1998 and prior to closing as set forth in Section 3 hereof.


3. Closing.
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3.1 Time and Place. The closing for the exchange (the "Closing") will be held at the offices of Klehr, Harrison, Harvey, Branzburg & Ellers LLP ("KHHBE"), located at 1401 Walnut Street, Philadelphia, Pennsylvania 19102-3163.


3.2 Delivery by Seller. At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.


3.3 Delivery by Buyer. At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.


4. Representations and Warranties by Seller. Seller represents and warrants to Buyer as follows:


4.1 Ownership and Power to Transfer. Seller is the lawful owner, of record and beneficially, of the JET Shares free and clear of all liabilities, security interests, liens, pledges, claims and encumbrances. Upon delivery of certificates representing the JET Shares as contemplated by this Agreement, Buyer will acquire good title to the JET Shares, free and clear of any liability, security interest, lien, pledge, claim or encumbrance of any nature whatsoever other than any restrictions on the transfer of the JET Shares required by the Securities Act of 1933, as amended (the "Securities Act").


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4.2 Validity of the Agreement. This Agreement constitutes the legal, valid and binding agreement of Seller enforceable against Seller in accordance with its terms.


4.3 Absence of Litigation. There is no litigation, proceeding, claim or investigation pending or threatened, against or affecting the JET Shares, whether or not fully covered by insurance, nor is there any valid basis for any such litigation, proceeding, claim or investigation.


4.4 No Violation. Neither the execution or delivery of this Agreement by Seller, nor the performance by Seller of any of the transactions contemplated hereby (i) conflicts with, or constitutes a breach or default under (a) any applicable judgment, order, writ, injunction or decree of any court or (b) any applicable law or any applicable rule or regulation of any administrative agency or governmental or regulatory authority or (ii) violates, conflicts with, or constitutes a default (or an event or condition that, with notice or lapse of time or both, would constitute a default) under, any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Seller is a party or may be bound.


4.5 Additional Representations and Warranties. The Seller represents and warrants as follows, which representations and warranties shall be true and correct as of the date when made and as of the Closing Date as though made at that time:


(a) Seller is acquiring the EYEQ Shares for its own account for investment purposes only and not with a view to the resale or distribution thereof.


(b) Seller has not and will not, directly or indirectly, offer, sell, transfer, assign, exchange or otherwise dispose of all or any part of the EYEQ Shares, except in accordance with the provisions of this Agreement and the Securities Act.


(c) Seller is acquiring the EYEQ Shares without having relied upon any offering literature or prospectus. Seller has such knowledge and experience in financial, business and tax matters that Seller is capable of evaluating the merits and risks relating to Seller's investment in the EYEQ Shares and making an investment decision with respect to the common stock of Buyer.


(d) To the full satisfaction of Seller, Seller has been given the opportunity to obtain information and documents relating to Buyer and to ask questions of and receive answers from representatives of Buyer concerning Buyer and the investment in the EYEQ Shares.


(e) Seller has adequately analyzed the risks of an investment in the EYEQ Shares and has determined that the EYEQ Shares are a suitable investment for Seller and t ...