                                     UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C.

                                       FORM 8-K

                                    CURRENT REPORT

    PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): March 27, 2006
                                   --------------


                                 AVERY SPORTS TURF, INC.
                --------------------------------------------------
                 (Exact Name of Registrant as specified in Charter)

                             Commission File No.  0-29447
                                       ---------

                                      Delaware
                  ----------------------------------------------
                 (State of Other Jurisdiction of Incorporation)

                                     52-2171803
                      ------------------------------------
                      (I.R.S. Employer Identification No.)

           2535 Pilot Knob Road, Suite 118, Mendota Heights, Minnesota
           -----------------------------------------------------------
                     (Address of Principal Executive Office)

                                     55120
                                   ----------
                                   (Zip Code)

Registrant's Telephone Number, Including Area Code: (651) 452-1606

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 27, 2006, Avery Sports Turf, Inc. (the "Company") entered
into an Agreement and Plan of Reorganization ("Agreement") with the
sole shareholder of E-Cash, Inc. ("E-Cash"_, a New Jersey
corporation, pursuant to which all of the issued and outstanding
shares of E-cash will be exchanged for a quantity of newly issued
common shares of the Company.

ITEM 9.01. Financial Statements and Exhibits.

(a) Exhibits Furnished.

99.1    Agreement and Plan of Reorganization, dated March 27, 2006.


                                  Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                       Avery Sports Turf, Inc.




Date:  April 5, 2006                   By:  /s/ Gary Borglund
                                       Gary Borglund
                                       Chief Executive Officer

                                 EXHIBIT INDEX

Number            Description

10.1     Agreement and Plan of Organization

                               EXHIBIT 10.1

                   AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization (this "Agreement"),
dated as of March 27, 2006, is made by and among Avery Sports Turf,
Inc., a Delaware corporation (the "Company"), E Cash, Inc., a New
Jersey corporation (herein "E-Cash") and the Person named in Exhibit
A hereto (the "E-Cash Shareholder").

                                BACKGROUND

     The E-Cash Shareholder has agreed to transfer to the Company,
and the Company has agreed to acquire from the E-Cash Shareholder,
all of the issued and outstanding capital shares of E-Cash (the "E-
Cash Shares), in exchange for Twenty Million (20,000,000) post 1 for
400 reverse split shares of the Company's Common Stock to be issued
on the Closing Date (the "Company Shares"), which Company Shares
shall constitute 95 % of the issued and outstanding shares of the
Company's total issued and outstanding Common Stock immediately after
the closing of the transactions contemplated herein, in each case on
the terms and conditions as set forth herein.

                                  SECTION I
                                 DEFINITIONS

     Unless the context otherwise requires, the terms defined in this
Section I will have the meanings herein specified for all purposes of
this Agreement, applicable to both the singular and plural forms of
any of the terms herein defined.

     1.1 "Accredited Investor" has the meaning set forth in
Regulation D under the Securities Act and set forth on Exhibit B.

     1.2 "E-Cash" means, collectively, E-Cash, Inc. and its
Subsidiaries, if any.

     1.3 "Company Balance Sheet" means the Company's audited balance
sheet at December 31, 2004, included in its Form 10-KSB for its
fiscal year ended December 31, 2004, with such audited financial
statements being made a part hereof as if fully set forth and
repeated herein.

     1.4 "Company Board" means the Board of Directors of the Company.

     1.5 "Company" means, collectively, the Company and its
Subsidiaries, if any.

     1.6 "Company Common Stock" means Avery Sports Turf, Inc. common
stock, par value $0.001 per share.

     1.7 "Affiliate" means any Person that directly or indirectly
controls, is controlled by or is under common control with the
indicated Person.

     1.8 "Agreement" means this Agreement and Plan of Reorganization,
including all Schedules and Exhibits hereto, as the same may be from
time to time amended, modified or supplemented.

     1.9 "Approved Plans" means a stock option or similar plan for
the benefit of employees or others which has been approved by the
stockholders of the Company.

     1.10 "Company Common Shares" means the aggregate number of the
Company's restricted and unregistered common shares to be issued to
the E-Cash Shareholder at Closing.

     1.11 "Closing Date" has the meaning set forth in Section 3.

     1.12 "Code" means the Internal Revenue Code of 1986, as amended.

     1.13 "E-Cash Shares" means issued and outstanding common stock,
no par value per share, of E-Cash.

     1.14 "Commission" means the Securities and Exchange Commission
or any other federal agency then administering the Securities Act.

     1.15 "Company Board" means the Board of Directors of the
Company.

     1.16 "Company Indemnified Party" has the meaning set forth in
Section 12.2.1.

     1.17 "Covered Persons" means all Persons, other than the
Company, who are parties to indemnification and employment agreements
with the Company existing on or before the Closing Date.

     1.18 "Damages" has the meaning set forth in Section 12.1.

     1.19 "Distributor" means any underwriter, dealer or other Person
who participates, pursuant to a contractual arrangement, in the
distribution of the securities offered or sold in reliance on
Regulation S.

     1.20 "Environmental Laws" means any Law or other requirement
relating to the environment, natural resources, or public or employee
health and safety.

     1.21 "Environmental Permit" means all licenses, permits,
authorizations, approvals, franchises and rights required under any
applicable Environmental Law or Order.

     1.22 "Equity Security" means any stock or similar security,
including, without limitation, securities containing equity features
and securities containing profit participation features, or any
security convertible into or exchangeable for, with or without
consideration, any stock or similar security, or any security
carrying any warrant, right or option to subscribe to or purchase any
shares of capital stock, or any such warrant or right.

     1.23 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.

     1.24 "Exchange Act" means the Securities Exchange Act of 1934 or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same will then be in effect.

     1.25 "Exhibits" means the several exhibits referred to
and identified in this Agreement, as follows:

Name and address of the record and beneficial holder of
all of the outstanding Equity securities of E-Cash.           Exhibit A
Definition of Accredited Investor                             Exhibit B
Definition of U.S. person                                     Exhibit C
Transfer Restrictions on Company Common Shares                Exhibit D
Representations and Warranties of E-Cash Shareholder          Exhibit E
Conditions Precedent to Closing                               Exhibit F

     1.26 "GAAP" means, with respect to any Person, United States
generally accepted accounting principles applied on a consistent
basis with such Person's past practices.

     1.27 "Governmental Authority" means any federal or national,
state or provincial, municipal or local government, governmental
authority, regulatory or administrative agency, governmental
commission, department, board, bureau, agency or instrumentality,
political subdivision, commission, court, tribunal, official,
arbitrator or arbitral body, in each case whether U.S. or non-U.S.

     1.28 "Indebtedness" means any obligation, contingent or
otherwise. Any obligation secured by a Lien on, or payable out of the
proceeds of, or production from, property of the relevant party will
be deemed to be Indebtedness.

     1.29 "Indemnified Persons" has the meaning set forth in Section
8.6.1.

     1.30 "Intellectual Property" means all industrial and
intellectual property, including, without limitation, all U.S. and
non-U.S. patents, patent applications, patent rights, trademarks,
trademark applications, common law trademarks, Internet domain names,
trade names, service marks, service mark applications, common law
service marks, and the goodwill associated therewith, copyrights, in
both published and unpublished works, whether registered or
unregistered, copyright applications, franchises, licenses, know-how,
trade secrets, technical data, designs, customer lists, confidential
and proprietary information, processes and formulae, all computer
software programs or applications, layouts, inventions, development
tools and all documentation and media constituting, describing or
relating to the above, including manuals, memoranda, and records,
whether such intellectual property has been created, applied for or
obtained anywhere throughout the world.

     1.31 "Laws" means, with respect to any Person, any U.S. or non-
U.S. federal, national, state, provincial, local, municipal,
international, multinational or other law (including common law),
constitution, statute, code, ordinance, rule, regulation or treaty
applicable to such Person.

     1.32 "Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind, including, without
limitation, any conditional sale or other title retention agreement,
any lease in the nature thereof and the filing of or agreement to
give any financing statement under the Uniform Commercial Code of any
jurisdiction and including any lien or charge arising by Law.

     1.33 "Material Company Contract" means any and all agreements,
contracts, arrangements, leases, commitments or otherwise, of the
Company, of the type and nature that the Company is required to file
with the Commission.

     1.34 "Material Adverse Effect" means, when used with respect to
the Company or E-Cash, as the case may be, any change, effect or
circumstance which, individually or in the aggregate, would
reasonably be expected to (a) have a material adverse effect on the
business, assets, financial condition or results of operations of the
Company or E-Cash, as the case may be, in each case taken as a whole
or (b) materially impair the ability of the Company or E-Cash, as the
case may be, to perform their obligations under this Agreement,
excluding any change, effect or circumstance resulting from (i) the
announcement, pendency or consummation of the transactions
contemplated by this Agreement, (ii) changes in the United States
securities markets generally, or (iii) changes in general economic,
currency exchange rate, political or regulatory conditions in
industries in which the Company or E-Cash, as the case may be, operate.

     1.35 "Order" means any award, decision, injunction, judgment,
order, ruling, subpoena, or verdict entered, issued, made, or
rendered by any Governmental Authority.

     1.36 "Organizational Documents" means (a) the articles or
certificate of incorporation and the by-laws or code of regulations
of a corporation; (b) the partnership agreement and any statement of
partnership of a general partnership; (c) the limited partnership
agreement and the certificate of limited partnership of a limited
partnership; (d) the articles or certificate of formation and
operating agreement of a limited liability company; (e) any other
document performing a similar function to the documents specified in
clauses (a), (b), (c) and (d) adopted or filed in connection with the
creation, formation or organization of a Person; and (f) any and all
amendments to any of the foregoing.

     1.37 "PCAOB" means the Public Company Accounting Oversight Board.

     1.38 "Permitted Liens" means (a) Liens for Taxes not yet payable
or in respect of which the validity thereof is being contested in
good faith by appropriate proceedings and for the payment of which
the relevant party has made adequate reserves; (b) Liens in respect
of pledges or deposits under workmen's compensation laws or similar
legislation, carriers, warehousemen, mechanics, laborers and
materialmen and similar Liens, if the obligations secured by such
Liens are not then delinquent or are being contested in good faith by
appropriate proceedings conducted and for the payment of which the
relevant party has made adequate reserves; (c) statutory Liens
incidental to the conduct of the business of the relevant party which
were not incurred in connection with the borrowing of money or the
obtaining of advances or credits and that do not in the aggregate
materially detract from the value of its property or materially
impair the use thereof in the operation of its business; and (d)
Liens that would not have a Material Adverse Effect.

     1.39 "Person" means all natural persons, corporations, business
trusts, associations, companies, partnerships, limited liability
companies, joint ventures and other entities, governments, agencies
and political subdivisions.

     1.40 "Proceeding" means any action, arbitration, audit, hearing,
investigation, litigation, or suit (whether civil, criminal,
administrative or investigative) commenced, brought, conducted, or
heard by or before, or otherwise involving, any Governmental Authority.

     1.41 "Regulation S" means Regulation S under the Securities Act,
as the same may be amended from time to time, or any similar rule or
regulation hereafter adopted by the Commission.

     1.42 "Rule 144" means Rule 144 under the Securities Act, as the
same may be amended from time to time, or any successor statute.

     1.43 "Schedule 14(f) Filing" means an information statement
filed by the Company on Schedule 14f-1 under the Exchange Act.

     1.44 "Schedules" means the following schedules referred to and
identified herein, setting forth certain disclosures, exceptions and
other information, data and documents referred to at various places
throughout this Agreement:

Brokers or Finders engaged by E-Cash Shareholder               Schedule 4.1.5
Liens on E-Cash Shares                                         Schedule 4.3.8
E-Cash Jurisdictions                                           Schedule 5.1
Company Jurisdictions                                          Schedule 6.1
Subsidiaries of the Company                                    Schedule 6.2
Outstanding Company securities obligations                     Schedule 6.8.1
Brokers or Finders engaged by the Company                      Schedule 6.11
Undisclosed Liabilities of the Company                         Schedule 6.12
Company changes subsequent to 12/31/2005                       Schedule 6.13
Agreements of the Company                                      Schedule 6.13.14
Company employment contracts                                   Schedule 6.15.2
Company exceptions - Taxes                                     Schedule 6.16.1

     1.45 "SEC Documents" has the meaning set forth in Section 6.26.

     1.46 "Section 4(2)" means Section 4(2) under the Securities Act,
as the same may be amended from time to time, or any successor statute.

     1.47 "Securities Act" means the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and
regulations of the Commission thereunder, all as the same will be in
effect at the time.

     1.48 "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, joint venture or partnership
of which such Person (a) beneficially owns, either directly or
indirectly, more than 50% of (i) the total combined voting power of
all classes of voting securities of such entity, (ii) the total
combined equity interests, or (iii) the capital or profit interests,
in the case of a partnership; or (b) otherwise has the power to vote
or to direct the voting of sufficient securities to elect a majority
of the board of directors or similar governing body.

     1.49 "Survival Period" has the meaning set forth in Section 12.1.

     1.50 "Taxes" means all foreign, federal, state or local taxes,
charges, fees, levies, imposts, duties and other assessments, as
applicable, including, but not limited to, any income, alternative
minimum or add-on, estimated, gross income, gross receipts, sales,
use, transfer, transactions, intangibles, ad valorem, value-added,
franchise, registration, title, license, capital, paid-up capital,
profits, withholding, payroll, employment, unemployment, excise,
severance, stamp, occupation, premium, real property, recording,
personal property, federal highway use, commercial rent,
environmental (including, but not limited to, taxes under Section 59A
of the Code) or windfall profit tax, custom, duty or other tax,
governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalties or additions to tax
with respect to any of the foregoing; and "Tax" means any of the
foregoing Taxes.

     1.51 "Tax Group" means any federal, state, local or foreign
consolidated, affiliated, combined, unitary or other similar group of
which the Company is now or was formerly a member.

     1.52 "Tax Return" means any return, declaration, report, claim
for refund or credit, information return, statement or other similar
document filed with any Governmental Authority with respect to Taxes,
including any schedule or attachment thereto, and including any
amendment thereof.

     1.53 "Transaction Documents" means, collectively, all
agreements, instruments and other documents to be executed and
delivered in connection with the transactions contemplated by this
Agreement.

     1.54 "U.S." means the United States of America.

     1.55 "U.S. person" has the meaning set forth in Regulation S
under the Securities Act and set forth on Exhibit C hereto.

                             SECTION II
           EXCHANGE OF SHARES AND SHARE CONSIDERATION

     2.1 Share Exchange. The E-Cash Shareholders desires to transfer
to, and the Company desires to acquire from the E-Cash Shareholder,
that number of E-Cash Shares set out beside the name of the E-Cash
Shareholder in Exhibit B for the consideration and on the terms set
forth in this Agreement. Subject to Section 3.2, the aggregate
consideration for the E-Cash Shares to be acquired by the Company
pursuant to this Agreement will be Twenty Million (20,000,000) post 1
for 400 reverse split shares of Company Common Stock to be issued to
the Shareholder based on the E-Cash Shares owned by such E-Cash
Shareholder as set forth in Exhibit B.

     2.2 Withholding. The Company shall be entitled to deduct and
withhold from the Company Common Shares otherwise payable pursuant to
this Agreement to any holder of E-Cash Shares such amounts as it is required
to deduct and withhold with respect to the making of such payment under the
Code or any provision of state, local, provincial or foreign tax Law. To the
extent that amounts are so withheld, such withheld amounts shall be
treated for all purposes of this Agreement as having been paid to the
holder of E-Cash Shares in respect of which such deduction and
withholding was made.

     2.3 Section 368 Reorganization. For U.S. federal income tax
purposes, the exchange by the E-Cash Shareholder of the E-Cash Shares
for the Company Common Stock is intended to constitute a
"reorganization" within the meaning of Section 368(a)(1)(B) of the
Code. The parties to this Agreement hereby adopt this Agreement as a
"plan of reorganization" within the meaning of Sections 1.368-2(g)
and 1.368-3(a) of the United States Treasury Regulations.
Notwithstanding the foregoing or anything else to the contrary
contained in this Agreement, the parties acknowledge and agree that
no party is making any representation or warranty as to the
qualification of the exchange by the E-Cash Shareholder of the E-Cash
Shares for the Company Common Stock as a reorganization under Section
368 of the Code or as to the effect, if any, that any transaction
consummated prior to the Closing has or may have on any such
reorganization status. The parties acknowledge and agree that each
(i) has had the opportunity to obtain independent legal and tax
advice with respect to the transaction contemplated by this
Agreement, and (ii) is responsible for paying its own Taxes including
without limitation, any adverse Tax consequences that may result if
the transaction contemplated by this Agreement is not determined to
qualify as a reorganization under Section 368 of the Code.

     2.4 Directors of Company at Closing. Simultaneously with the
Closing of the transactions contemplated by this Agreement and after
compliance by the Company with all associated requirements of the
Securities Exchange Act, the current director of the Company, Mr.
Gary Borglund, shall appoint Richard Schaefer, Robert Waligunda and
Richard Brannon to vacant director positions of the Company Board.
Immediately thereafter, Mr. Gary Borglund shall resign as a director
of the Company.

                             SECTION III
                               CLOSING

     3.1 Closing. The closing (the "Closing") of the transactions
contemplated by this Agreement will occur at 1191 Freedom Drive,
Suite 550, Reston, Virginia on April 24, 2006 or at such other date
as all of the closing conditions set forth in Sections 9 and 10 have
been satisfied or waived (the "Closing Date"). At the Closing, each
E-Cash Shareholder will deliver to the Company certificate(s)
evidencing the number of E-Cash Shares held by such E-Cash
Shareholder (as set forth in Exhibit B), along with executed stock
powers transferring such E-Cash Shares to the Company, against
delivery to each E-Cash Shareholder by the Company of a certificate
evidencing such E-Cash Shareholder's pro rata share of the Company
Common Shares (as set forth in Exhibit B).

                               SECTION IV
        REPRESENTATIONS AND WARRANTIES OF E-CASH SHAREHOLDER

     4.1 Generally. The E-Cash Shareholder hereby represents and
warrants to the Company:

          4.1.1 Authority. The E-Cash Shareholder has the right,
power, authority and capacity to execute and deliver this Agreement
and each of the Transaction Documents to which the E-Cash Shareholder
is a party, to consummate the transactions contemplated by this
Agreement and each of the Transaction Documents to which the E-Cash
Shareholder is a party, and to perform the E-Cash Shareholder's
obligations under this Agreement and each of the Transaction
Documents to which the E-Cash Shareholder is a party. This Agreement
has been, and each of the Transaction Documents to which the E-Cash
Shareholder is a party will be, duly and validly authorized and
approved, executed and delivered by the E-Cash Shareholder. Assuming
this Agreement and the Transaction Documents have been duly and
validly authorized, executed and delivered by the parties thereto
other than the E-Cash Shareholder, this Agreement is, and as of the
Closing each of the Transaction Documents to which the
E-Cash Shareholder is a party will have been, duly authorized,
executed and delivered by the E-Cash Shareholder and constitute or
will constitute the legal, valid and binding obligation of the E-Cash
Shareholder, enforceable against the E-Cash Shareholder in accordance
with their respective terms, except as such enforcement is limited by
general equitable principles, or by bankruptcy, insolvency and other
similar Laws affecting the enforcement of creditors' rights generally.

          4.1.2 No Conflict. Neither the execution or delivery by the
E-Cash Shareholder of this Agreement or any Transaction Document to
which the E-Cash Shareholder is a party, nor the consummation or
performance by the E-Cash Shareholder of the transactions
contemplated hereby or thereby will, directly or indirectly, (a)
contravene, conflict with, or result in a violation of any provision
of the Organization Documents of the E-Cash Shareholder (if the E-
Cash Shareholder is not a natural person); (b) contravene, conflict
with, constitute a default (or an event or condition which, with
notice or lapse of time or both, would constitute a default) under,
or result in the termination or acceleration of, any agreement or
instrument to which the E-Cash Shareholder is a party or by which the
properties or assets of the E-Cash Shareholder are bound; or (c)
contravene, conflict with, or result in a violation of, any Law or
Order to which the E-Cash Shareholder, or any of the properties or
assets of the E-Cash Shareholder, may be subject.

          4.1.3 Ownership of E-Cash Shares. The E-Cash Shareholder
owns, of record and beneficially, and has good, valid and
indefeasible title to and the right to transfer to the Company
pursuant to this Agreement, the E-Cash Shares of the E-Cash
Shareholder, free and clear of any and all Liens. There are no
options, rights, voting trusts, stockholder agreements or any other
contracts or understandings to which the E-Cash Shareholder is a
party or by which the E-Cash Shareholder or the E-Cash Shares of the
E-Cash Shareholder are bound with respect to the issuance, sale,
transfer, voting or registration of the E-Cash Shares of the E-Cash
Shareholder. At the Closing, the Company will acquire good, valid and
marketable title to the E-Cash Shares of the E-Cash Shareholder, free
and clear of any and all Liens.

          4.1.4 Litigation. There is no pending Proceeding against
the E-Cash Shareholder that challenges, or may have the effect of
preventing, delaying or making illegal, or otherwise interfering
with, any of the transactions contemplated by this Agreement and, to
the knowledge of the E-Cash Shareholder, no such Proceeding has been
threatened, and no event or circumstance exists that is reasonably
likely to give rise to or serve as a basis for the commencement of
any such Proceeding.

          4.1.5 No Brokers or Finders. Except as disclosed in
Schedule 4.1.5, no Person has, or as a result of the transactions
contemplated herein will have, any right or valid claim against the
E-Cash Shareholder for any commission, fee or other compensation as a
finder or broker, or in any similar capacity, and the E-Cash
Shareholder will indemnify and hold the Company harmless against any
liability or expense arising out of, or in connection with, any such claim.

     4.2 Investment Representations. The E-Cash Shareholder hereby
represents and warrants to the Company as follows:

          4.2.1 Acknowledgment. The E-Cash Shareholder understands
and agrees that the Company Common Shares have not been registered
under the Securities Act or the securities laws of any state of the
U.S. and that the issuance of the Company Common Shares is being
effected in reliance upon an exemption from registration afforded
either under Section 4(2) of the Securities Act for transactions by
an issuer not involving a public offering or Regulation S for offers
and sales of securities outside the U.S.

          4.2.2 Status. By its execution of this Agreement, the E-
Cash Shareholder represents and warrants to the Company as indicated
on the signature page to this Agreement, either that:

          (a) he is an Accredited Investor; or

          (b) he has the right to acquire Company Common Shares
under the terms of this Agreement.

     The E-Cash Shareholder understands that the Company Common
Shares are being offered and sold to the E-Cash Shareholder in
reliance upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the E-
Cash Shareholder set forth in this Agreement, in order that the
Company may determine the applicability and availability of the
exemptions from registration of the Company Common Shares on which
the Company is relying.

          4.2.3 Additional Representations and Warranties of
Accredited Investor. The E-Cash Shareholder indicating that it is an
Accredited Investor on the signature page to this Agreement further
makes the representations and warranties to the Company set forth on
Exhibit E.

          4.2.4  Stock Legends. The E-Cash Shareholder hereby
acknowledges and agrees with the Company as follows:

          (a)  Restriction on Transfer Legend.  The
certificates evidencing the Company Common Shares will bear a legend
indicating that the Company Common Shares are not registered under any
securities Laws and may only be transferred pursuant to a registration
statement or an available exemption from the registration requirements of such
Laws.

          (b) Other Legends. The certificates representing
such Company Common Shares, and each certificate issued in
transfer thereof, will also bear any other legend required under any
applicable Law, including, without limitation, any U.S. state corporate and
state securities law, or contract.

          (c) Opinion. No Shareholder will transfer any or all
of the Company Common Shares absent an effective registration statement under
the Securities Act and applicable state securities law covering the
disposition of the Company Common Shares of the E-Cash Shareholder, without
first providing the Company with an opinion of counsel (which counsel and
opinion are reasonably satisfactory to the Company) to the effect that such
transfer will be exempt from the registration and prospectus delivery
requirements of the Securities Act and the registration or qualification
requirements of any applicable U.S. state securities laws.

          (d) Consent. The E-Cash Shareholder understands and acknowledges
that the Company may refuse to transfer the Company Common Shares
of the E-Cash Shareholder unless the  E-Cash Shareholder complies with this
Section 4.2.4. The E-Cash Shareholder consents to the Company making a
notation on its records or giving instructions to any transfer agent of the
Company Common Stock in order to implement the restrictions on transfer of
the Company Common Shares.

     4.3 Concerning E-Cash. The E-Cash Shareholder hereby represents
and warrants to the Company as follows concerning E-Cash:

          4.3.1 Organization and Qualification. E-Cash is duly
incorporated and validly existing under the laws of the State of New Jersey,
has all requisite authority and power (corporate and other), governmental
licenses, authorizations, consents and approvals to carry on its business as
presently conducted and as contemplated to be conducted, to own, hold
and operate its properties and assets as now owned, held and operated
by it, except where the failure to be so organized, existing and in
good standing or to have such authority or power will not, in the
aggregate, either (i) have a material adverse effect on the business,
assets or financial condition of E-Cash, or (ii) materially impair
the ability of the E-Cash Shareholder to perform his material
obligations under this Agreement (any of such effects or impairments,
a "Material Adverse Effect"). E-Cash is duly qualified, licensed or
domesticated as a foreign corporation in good standing in each
jurisdiction wherein the nature of its activities or its properties
owned or leased makes such qualification, licensing or domestication
necessary, except where the failure to be so qualified, licensed or
domesticated will not have a Material Adverse Effect. Set forth on
Schedule 5.1 is a list of those jurisdictions in which E-Cash
presently conducts its business, owns, holds and operates its
properties and assets.

          4.3.2 Subsidiaries. E-Cash does not own directly or
indirectly, any equity or other ownership interest in any corporation,
partnership, joint venture or other entity or enterprise.

          4.3.3 Articles of Incorporation and Bylaws. The copies of
the Articles of Incorporation of E-Cash as amended to date (the "E-Cash
Organizational Documents") that have been delivered to the Company
prior to the execution of this Agreement are true and complete and
have not been further amended or repealed. E-Cash is not in violation
or breach of any of the provisions of the E-Cash Organizational
Documents, except for such violations or breaches as, in the
aggregate, will not have a Material Adverse Effect.

          4.3.4 Authorization and Validity of this Agreement. The
execution, delivery and performance by the E-Cash Shareholder of this
Agreement and the recording of the transfer of the E-Cash Shares and the
delivery of the E-Cash Shares do not require from the Board or shareholders of
E-Cash any consent or approval that has not been validly and lawfully
obtained, require no authorization, consent, approval, license,
exemption of or filing or registration with any court or governmental
department, commission, board ,bureau, agency or instrumentality of
government that has not been validly and lawfully obtained, filed or
registered, as the case may be, except for those that, if not
obtained or made would not have a Material Adverse Effect.

          4.3.5 No Violation. None of the execution, delivery or
performance by the E-Cash Shareholder of this Agreement or any other agreement
or instrument contemplated hereby to which the E-Cash Shareholder is a party,
nor the consummation by the E-Cash Shareholder of the transactions
contemplated hereby will violate any provision of the E-Cash
Organizational Documents, or violate or be in conflict with, or
constitute a default (or an event or condition which, with notice or
lapse of time or both, would constitute a default) under, or result
in the termination or acceleration of, or result in the creation of
imposition of any Lien under any agreement or instrument to which E-
Cash is a party or by which E-Cash is or will be bound or subject, or
violate any laws.

          4.3.6 Capitalization. The authorized capital stock of E-
Cash consists of 2,500 shares of Common Stock, of which ten ( 10 )
shares are issued and outstanding. There are no outstanding or
authorized options, warrants, calls, subscriptions, rights (including
any preemptive rights or rights of first refusal), agreements or
commitments of any character obligating E-Cash to issue any Equity
Security of E-Cash. All issued and outstanding shares of the capital
stock of E-Cash are duly authorized, validly issued, fully paid and
non assessable and have not been issued in violation of any
preemptive or similar rights.

           4.3.7 No Redemption Requirements. There are no outstanding
contractual obligations (contingent or otherwise) requiring E-Cash to
retire, repurchase, redeem or otherwise acquire any outstanding
shares of capital stock of, or other ownership interests in, E-Cash
or to provide funds to or make any investment (in the form of a loan,
capital contribution or otherwise) in any other entity.

          4.3.8 Exchanged E-Cash Shares. Upon delivery to the Company
of certificates therefore in accordance with the terms of this
Agreement, the E-Cash Shares will have been validly issued and fully
paid and will be non-assessable, have the rights, preferences and
privileges specified, will be free of preemptive rights and will be
free and clear of all Liens and restrictions, other than Liens set
forth on Schedule 4.3.8 or that might have been created by the
Company and restrictions on transfer imposed by this Agreement and
the Securities Act.

          4.3.9 E-Cash Shareholder. Exhibit A contains a true and
complete list of the names and addresses of the record and beneficial
holders of all of the outstanding Equity Securities of E-Cash. Except
as expressly provided in this Agreement, no Holder of E-Cash Shares
or any other security of E-Cash or any other Person was entitled to
any preemptive right, right of first refusal or similar right as a
result of the issuance of the E-Cash Shares or otherwise. There is no
voting trust agreement or arrangement among any of the Holders of any
Equity Securities of E-Cash affecting the exercise of the voting
rights of any such Equity Securities.

          4.3.10 Compliance with Laws and Other Instruments. Except
as would not have a Material Adverse Effect, the business and operations of
E-Cash have been and are being conducted in accordance with all applicable
foreign, federal, state and local laws, rules and regulations and all
applicable orders, injunctions, decrees, writs, judgments,
determinations and awards of all courts and governmental agencies and
instrumentalities. Except as would not have a Material Adverse
Effect, E-Cash is not, and is not alleged to be, in violation of, or
(with or without notice or lapse of time or both) in default under,
or in breach of, any term or provision of the E-Cash Organizational
Documents or of any indenture, loan or credit agreement, note, deed
of trust, mortgage, security agreement or other material agreement,
lease, license or other instrument, commitment, obligation or
arrangement to which E-Cash is a party or by which any of the
properties, assets or rights of E-Cash are bound or affected. To the
knowledge of the E-Cash Shareholder, no other party to any material
contract, agreement, lease, license, commitment, instrument or other
obligation to which E-Cash is a party is (with or without notice or
lapse of time or both) in default thereunder or in breach of any term
thereof. E-Cash is not subject to any obligation or restriction of
any kind or character, nor is there, to the knowledge of the E-Cash
Shareholder, any event or circumstance relating to E-Cash that
materially and adversely affects in any way its business, properties,
assets or prospects or that prohibits E-Cash from entering into this
Agreement or would prevent or make burdensome its performance of or
compliance with all or any part of this Agreement or the consummation
of the transactions contemplated hereby or thereby.

          4.3.11 Certain Proceedings. There is no pending Proceeding
that has been commenced against E-Cash and that challenges, or may have the
effect of preventing, delaying, making illegal, or otherwise interfering
with, any of the transactions contemplated in this Agreement. To the
knowledge of the E-Cash Shareholder, no such Proceeding has been threatened.

          4.3.12 No Brokers or Finders. No person has, or as a result
of the transactions contemplated herein will have, any right or valid claim
against E-Cash for any commission, fee or other compensation as a finder or
broker, or in any similar capacity, and the E-Cash Shareholder will
indemnify and hold the Company harmless against any liability or
expense arising out of, or in connection with, any such claim.

          4.3.13 Title to and Condition of Properties. E-Cash owns or
holds under valid leases or other rights to use all real property, plants,
machinery and equipment necessary for the conduct of the business of E-Cash as
presently conducted, except where the failure to own or hold such
property, plants, machinery and equipment would not have a Material
Adverse Effect on E-Cash. The material buildings, plants, machinery
and equipment necessary for the conduct of the business of E-Cash as
presently conducted are structurally sound, are in good operating
condition and repair and are adequate for the uses to which they are
being put, in each case, taken as a whole, and none of such
buildings, plants, machinery or equipment is in need of maintenance
or repairs, except for ordinary, routine maintenance and repairs that
are not material in nature or cost.

                                  SECTION V
                            [INTENTIONALLY OMITTED]

                                  SECTION VI
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company represents and warrants to the E-Cash Shareholder as
follows:

     6.1 Organization and Qualification. The Company is duly
organized, validly existing and in good standing under the laws of
Delaware, has all requisite authority and power (corporate and
other), governmental licenses, authorizations, consents and approvals
to carry on its business as presently conducted and to own, hold and
operate its properties and assets as now owned, held and operated by
it, except where the failure to be so organized, existing and in good
standing, or to have such authority and power, governmental licenses,
authorizations, consents or approvals would not have a Material
Adverse Effect. The Company is duly qualified, licensed or
domesticated as a foreign corporation in good standing in each
jurisdiction wherein the nature of its activities or its properties
owned, held or operated makes such qualification, licensing or
domestication necessary, except where the failure to be so duly
qualified, licensed or domesticated and in good standing would not
have a Material Adverse Effect. Schedule 6.1 sets forth a true,
correct and complete list of each jurisdiction of organization and
each other jurisdiction in which the Company presently conducts its
business or owns, holds and operates its properties and assets.

     6.2 Subsidiaries. Except as set forth on Schedule 6.2, the
Company does not own, directly or indirectly, any equity or other
ownership interest in any corporation, partnership, joint venture or
other entity or enterprise.

     6.3 Organizational Documents. True, correct and complete copies
of the certificate of incorporation, bylaws and other constituent
documents of the Company, as amended since inception (the "Company
Organizational Documents") have been delivered to the E-Cash
Shareholder prior to the execution of this Agreement, and no action
has been taken, subsequent to such delivery to the E-Cash
Shareholder, to amend or repeal such Company Organizational
Documents.  The Company is not in violation or breach of any of the
provisions of its Company Organizational Documents, except for such
violations or breaches as would not have a Material Adverse Effect.

     6.4 Authorization. The Company has all requisite authority and
power (corporate and other), governmental licenses, authorizations,
consents and approvals to enter into this Agreement and each of the
Transaction Documents to which the Company is a party, to consummate
the transactions contemplated by this Agreement and each of the
Transaction Documents to which the Company is a party and to perform
its obligations under this Agreement and each of the Transaction
Documents to which the Company is a party. The execution, delivery
and performance by the Company of this Agreement and each of the
Transaction Documents to which the Company is a party, once the same
have been validly and lawfully approved by the Company's Board and
the stockholders of the Company, will have been duly authorized by
all necessary corporate action; except for such valid and lawful
approval of the Company's Board and stockholders, the execution,
delivery and performance by the Company of this Agreement and each of
the Transaction Documents to which the Company is a party requires no
other authorization, consent, approval, license, exemption of or
filing or registration with any Governmental Authority or other Person.

     6.5 No Violation. Neither the execution or delivery by the
Company of this Agreement or any Transaction Document to which the
Company is a party, nor the consummation or performance by the
Company of the transactions contemplated hereby or thereby will,
directly or indirectly, (a) contravene, conflict with, or result in a
violation of any provision of the Company Organizational Documents;
(b) contravene, conflict with, constitute a default (or an event or
condition which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or
acceleration of, or result in the imposition or creation of any Lien
under, any agreement or instrument to which the Company is a party or
by which the properties or assets of the Company are bound; (c)
contravene, conflict with, or result in a violation of, any Law or
Order to which the Company, or any of the properties or assets owned
or used by Company, may be subject; or (d) contravene, conflict with,
or result in a violation of the terms or requirements of, or give any
Governmental Authority the right to revoke, withdraw, suspend,
cancel, terminate or modify, any licenses, permits, authorizations,
approvals, franchises or other rights held by the Company or that
otherwise relate to the business of, or any of the properties or
assets owned or used by, the Company, except, in the case of clause
(b), (c), or (d), for any such contraventions, conflicts, violations,
or other occurrences as would not have a Material Adverse Effect.

     6.6 Binding Obligations. Assuming this Agreement and the
Transaction Documents have been duly and validly authorized, executed
and delivered by the parties thereto other than the Company, this
Agreement has been, and as of the Closing each of the Transaction
Documents to which the Company is a party will be, duly authorized,
executed and delivered by the Company and constitutes or will
constitute, as the case may be, the legal, valid and binding
obligations of the Company, enforceable against the Company in
accordance with their respective terms, except as such enforcement is
limited by general equitable principles, or by bankruptcy, insolvency
and other similar Laws affecting the enforcement of creditors rights
generally.

     6.7 Securities Laws. Assuming the accuracy of the
representations and warranties of the E-Cash Shareholder contained in
Section 4 and Exhibit E, the issuance of the Company Common Shares
pursuant to this Agreement are and will be, to the best knowledge of
the Company (a) exempt from the registration and prospectus delivery
requirements of the Securities Act, (b) have been registered or
qualified (or are exempt from registration and qualification) under
the registration permit or qualification requirements of all
applicable state securities laws, and (c) accomplished in conformity
with all other applicable federal and state securities laws

     6.8 Capitalization and Related Matters.

          6.8.1 Capitalization. As of the date of this Agreement, the
authorized capital stock of the Company consists of five hundred
million (500,000,000) shares of common stock, par value one mil
($.001), of which four hundred ninety-seven million, six hundred four
thousand,  seven hundred sixty-five (497,604,765) common shares are
issued and outstanding.  All such issued and outstanding shares of
the Company's common stock are duly authorized, validly issued, fully
paid and non-assessable, and have not been issued in violation of any
preemptive or similar rights. On the Closing Date, and after giving
effect to a four hundred for one (400:1) reverse stock split, the
Company will have sufficient authorized and un-issued Company common
stock to consummate the transactions contemplated hereby. Except as
disclosed in Schedule 6.8.1 or the SEC Documents, (a) there are no
outstanding options, warrants, purchase agreements, participation
agreements, subscription rights, conversion rights, exchange rights
or other securities or contracts that could require the Company to
issue, sell or otherwise cause to become outstanding any of its
authorized but un-issued shares of capital stock or any securities
convertible into, exchangeable for or carrying a right or option to
purchase shares of capital stock or to create, authorize, issue, sell
or otherwise cause to become outstanding any new class of capital
stock, and (b) there are no outstanding stockholders' agreements,
voting trusts or arrangements, registration rights agreements, rights
of first refusal or other contracts pertaining to the capital stock
of the Company. The issuance of all of the shares of the Company's
outstanding common stock described in this Section 6.8.1 have been in
compliance with U.S. federal and state securities laws.

          6.8.2 No Redemption Requirements. Except as set forth in
Schedule 6.8.2 or in the SEC Documents, there are no outstanding
contractual obligations (contingent or otherwise) requiring the
Company to retire, repurchase, redeem or otherwise acquire any
outstanding shares of capital stock of, or other ownership interests
in, the Company or to provide funds to or make any investment (in the
form of a loan, capital contribution or otherwise) in any other Person.

          6.8.3 Duly Authorized. Upon approval of this Agreement by
the Board and stockholders of the Company, the issuance of the
Company Common Shares to the E-Cash Shareholder, will have been duly authorized
and, upon delivery to the E-Cash Shareholder of certificates therefore in
accordance with the terms of this Agreement, the Company Common Shares will
have been validly issued and fully paid, and will be non-assessable, have
the rights, preferences and privileges specified, will be free of
preemptive rights and will be free and clear of all Liens and
restrictions, other than Liens created by the E-Cash Shareholders and
restrictions on transfer imposed by this Agreement and the Securities Act.

     6.9 Compliance with Laws. Except as would not have a Material
Adverse Effect, the business and operations of the Company has been
and is being conducted in accordance with all applicable Laws and
Orders. Except as would not have a Material Adverse Effect, the
Company has not received notice of any violation (or any Proceeding
involving an allegation of any violation) of any applicable Law or
Order by or affecting the Company and, to the knowledge of the
Company, no Proceeding involving an allegation of violation of any
applicable Law or Order is threatened or contemplated. Except as
would not have a Material Adverse Effect and except for the
requirement of the prior approval of the Company's Board and
stockholders, the Company is not subject to any obligation or
restriction of any kind or character, nor is there, to the knowledge
of the Company, any event or circumstance relating to the Company
that materially and adversely affects in any way its business,
properties, assets or prospects or that prohibits the Company from
entering into this Agreement or would prevent or make burdensome its
performance of or compliance with all or any part of this Agreement
or the consummation of the transactions contemplated hereby.

     6.10 Certain Proceedings. There is no pending Proceeding that
has been commenced against the Company and that challenges, or may
have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the transactions contemplated by this
Agreement. To the knowledge of the Company, no such Proceeding has
been threatened.

     6.11 No Brokers or Finders. Except as disclosed in Schedule
6.11, no Person has, or as a result of the transactions contemplated
herein will have, any right or valid claim against the Company for
any commission, fee or other compensation as a finder or broker, or
in any similar capacity, and the Company will indemnify and hold the
E-Cash Shareholder harmless against any liability or expense arising
out of, or in connection with, any such claim.

     6.12 Absence of Undisclosed Liabilities. Except as set forth on
Schedule 6.12 or in the SEC Documents, the Company has any no debt,
obligation or liability (whether accrued, absolute, contingent,
liquidated or otherwise, whether due or to become due, whether or not
known to the Company) arising out of any transaction entered into at
or prior to the Closing or any act or omission at or prior to the
Closing, except to the extent set forth on or reserved against on the
Company Balance Sheet. Except as set forth on Schedule 6.12, the
Company has incurred only liabilities or obligations under agreements
entered into in the usual and ordinary course of business since
December 31, 2004.

     6.13 Changes. Except as set forth on Schedule 6.13 or in the SEC
Documents, the Company has not, since December 31, 2004:

          6.13.1 Ordinary Course of Business. Conducted its business
or entered into any transaction other than in the usual and ordinary
course of business, except for this Agreement.

          6.13.2 Adverse Changes. Suffered or experienced any change
in, or affecting, its condition (financial or otherwise), properties,
assets, liabilities, business, operations, results of operations or
prospects other than changes, events or conditions in the usual and
ordinary course of its business, none of which would have a Material
Adverse Effect;

          6.13.3 Loans. Made any loans or advances to any Person
other than travel advances and reimbursement of expenses made to
employees, officers and directors in the ordinary course of business;

          6.13.4 Liens. Created or permitted to exist any Lien on any
material property or asset of the Company, other than Permitted Liens;

          6.13.5 Capital Stock. Issued, sold, disposed of or
encumbered, or authorized the issuance, sale, disposition or
encumbrance of, or granted or issued any option to acquire any shares
of its capital stock or any other of its securities or any Equity
Security, or altered the term of any of its outstanding securities or
made any change in its outstanding shares of capital stock or its
capitalization, whether by reason of reclassification,
recapitalization, stock split, combination, exchange or readjustment
of shares, stock dividend or otherwise;

          6.13.6 Dividends. Declared, set aside, made or paid any
dividend or other distribution to any of its stockholders;

          6.13.7 Material Company Contracts. Terminated or modified
any Material Company Contract, except for termination upon expiration
in accordance with the terms thereof;

          6.13.8 Claims. Released, waived or cancelled any claims or
rights relating to or affecting the Company in excess of $10,000 in
the aggregate or instituted or settled any Proceeding involving in
excess of $10,000 in the aggregate;

          6.13.9 Discharged Liabilities. Paid, discharged or
satisfied any claim, obligation or liability in excess of $10,000 in
the aggregate, except for liabilities incurred prior to the date of
this Agreement in the ordinary course of business;

          6.13.10 Indebtedness. Created, incurred, assumed or
otherwise become liable for any Indebtedness in excess of $10,000 in
the aggregate, other than professional fees;

          6.13.11 Guarantees. Guaranteed or endorsed in a material
amount any obligation or net worth of any Person;

          6.13.12 Acquisitions. Acquired the capital stock or other
securities or any ownership interest in, or substantially all of the
assets of, any other Person;

          6.13.13 Accounting. Changed its method of accounting or the
accounting principles or practices utilized in the preparation of its
financial statements, other than as required by GAAP;

          6.13.14 Agreements. Except as set forth on Schedule
6.13.14 or in the SEC Documents, entered into any agreement, or
otherwise obligated itself, to do any of the foregoing.

     6.14 Material Company Contracts. Except to the extent filed with
the SEC Documents, the Company has made available to the Company,
prior to the date of this Agreement, true, correct and complete
copies of each written Material Company Contract, including each
amendment, supplement and modification thereto.

          6.14.1 No Defaults. Each Material Company Contract is a
valid and binding agreement of the Company, and is in full force and
effect. Except as would not have a Material Adverse Effect, the
Company is not in breach or default of any Material Company Contract
to which it is a party and, to the knowledge of the Company, no other
party to any Material Company Contract is in breach or default
thereof. Except as would not have a Material Adverse Effect, no event
has occurred or circumstance exists that (with or without notice or
lapse of time) would (a) contravene, conflict with or result in a
violation or breach of, or become a default or event of default
under, any provision of any Material Company Contract or (b) permit
the Company or any other Person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or
performance of, or to cancel, terminate or modify any Material
Company Contract. The Company has not received notice of the pending
or threatened cancellation, revocation or termination of any Material
Company Contract to which it is a party. There are no renegotiations
of, or attempts to renegotiate, or outstanding rights to renegotiate
any material terms of any Material Company Contract.

     6.15 Employees.

          6.15.1 The Company has no employees, independent
contractors or other Persons providing research or other services to
them. Except as would not have a Material Adverse Effect, the Company
is in full compliance with all Laws regarding employment, wages,
hours, benefits, equal opportunity, collective bargaining, the
payment of Social Security and other taxes, occupational safety and
health and plant closing. The Company is not liable for the payment
of any compensation, damages, taxes, fines, penalties or other
amounts, however designated, for failure to comply with any of the
foregoing Laws.

          6.15.2 No director, officer or employee of the Company is a
party to, or is otherwise bound by, any contract (including any
confidentiality, non-competition or proprietary rights agreement)
with any other Person that in any way adversely affects or will
materially affect (a) the performance of his or her duties as a
director, officer or employee of the Company or (b) the ability of
the Company to conduct its business. Except as set forth on Schedule
6.15.2, each employee of the Company is employed on an at-will basis
and the Company has no contract with any of its employees which would
interfere with the Company's ability to discharge its employees.

     6.16 Tax Returns and Audits.

          6.16.1 Tax Returns. The Company has filed all material Tax
Returns required to be filed by or on behalf of the Company and has
paid all material Taxes of the Company required to have been paid
(whether or not reflected on any Tax Return). Except as set forth on
Schedule 6.16.1, (a) no Governmental Authority in a jurisdiction
where the Company does not file Tax Returns has made a claim,
assertion or threat to the Company that the Company is or may be
subject to taxation by such jurisdiction; (b) there are no Liens with
respect to Taxes on the Company's property or assets other than
Permitted Liens; and (c) there are no Tax rulings, requests for
rulings, or closing agreements relating to the Company for any period
(or portion of a period) that would affect any period after the date hereof.

          6.16.2 No Adjustments, Changes. Neither the Company nor
any other Person on behalf of the Company (a) has executed or entered
into a closing agreement pursuant to Section 7121 of the Code or any
predecessor provision thereof or any similar provision of state,
local or foreign law; or (b) has agreed to or is required to make any
adjustments pursuant to Section 481(a) of the Code or any similar
provision of state, local or foreign law.

          6.16.3 No Disputes. There is no pending audit, examination,
investigation, dispute, proceeding or claim with respect to any Taxes
of the Company, nor is any such claim or dispute pending or
contemplated. The Company has delivered to the Company true, correct
and complete copies of all Tax Returns, if any, examination reports
and statements of deficiencies assessed or asserted against or agreed
to by the Company or any of the Company's Subsidiaries  since their
inception and any and all correspondence with respect to the foregoing.

          6.16.4 Not a U.S. Real Property Holding Corporation. The
Company is not and has not been a United States real property holding
corporation within the meaning of Section 897(c)(2) of the Code at
any time during the applicable period specified in Section
897(c)(1)(A)(ii) of the Code.

          6.16.5 No Tax Allocation, Sharing. The Company is not a
party to any Tax allocation or sharing agreement. The Company (a) has
not been a member of a Tax Group filing a consolidated income Tax
Return under Section 1501 of the Code (or any similar provision of
state, local or foreign law), and (b) has no liability for Taxes for
any Person under Treasury Regulations Section 1.1502-6 (or any
similar provision of state, local or foreign law) as a transferee or
successor, by contract or otherwise.

          6.16.6 No Other Arrangements. The Company is not a party
to any agreement, contract or arrangement for services that would
result, individually or in the aggregate, in the payment of any
amount that would not be deductible by reason of Section 162(m), 280G
or 404 of the Code. The Company is not "consenting corporations"
within the meaning of Section 341(f) of the Code. The Company does
not have any "tax-exempt bond financed property" or "tax-exempt use
property" within the meaning of Section 168(g) or (h), respectively
of the Code. The Company has no outstanding closing agreement, ruling
request, request for consent to change a method of accounting,
subpoena or request for information to or from a Governmental
Authority in connection with any Tax matter. During the last two
years, the Company has not engaged in any exchange with a related
party (within the meaning of Section 1031(f) of the Code) under which
gain realized was not recognized by reason of Section 1031 of the
Code. The Company is not a party to any reportable transaction within
the meaning of Treasury Regulation Section 1.6011-4.

     6.17 Material Assets. The financial statements of the Company
set forth in the SEC Documents reflect the material properties and
assets (real and personal) owned or leased by the  Company.

     6.18 Insurance Coverage. The Company has made available to the
E-Cash Shareholder, prior to the date of this Agreement, true,
correct and complete copies of any insurance policies maintained by
the Company on its properties and assets, if any. Except as would not
have a Material Adverse Effect, all of such policies (a) taken
together, provide adequate insurance coverage for the properties,
assets and operations of the Company for all risks normally insured
against by a Person carrying on the same business as the Company, and
(b) are sufficient for compliance with all applicable Laws and
Material Company Contracts. Except as would not have a Material
Adverse Effect, all of such policies are valid, outstanding and in
full force and effect and, by their express terms, will continue in
full force and effect following the consummation of the transactions
contemplated by this Agreement. Except as set forth on Schedule 6.18,
the Company has not received (a) any refusal of coverage or any
notice that a defense will be afforded with reservation of rights, or
(b) any notice of cancellation or any other indication that any
insurance policy is no longer in full force or effect or will not be
renewed or that the issuer of any policy is not willing or able to
perform its obligations thereunder. All premiums due on such
insurance policies on or prior to the date hereof have been paid.
There are no pending claims with respect to the Company or its
properties or assets under any such insurance policies, and there are
no claims as to which the insurers have notified the Company that
they intend to deny liability. There is no existing default under any
such insurance policies.

     6.19 Litigation; Orders. Except as set forth on Schedule 6.19,
there is no Proceeding (whether federal, state, local or foreign)
pending or, to the knowledge of the Company, threatened against or
affecting the Company or the Company's properties, assets, business
or employees. To the knowledge of the Company, there is no fact that
might result in or form the basis for any such Proceeding. The
Company is not subject to any Orders.

     6.20 Licenses. Except as would not have a Material Adverse
Effect, the Company possesses from the appropriate Governmental
Authority all licenses, permits, authorizations, approvals,
franchises and rights that are necessary for the Company to engage in
its business as currently conducted and to permit the Company to own
and use its properties and assets in the manner in which it currently
owns and uses such properties and assets (collectively, "Company
Permits"). The Company has not received notice from any Governmental
Authority or other Person that there is lacking any license, permit,
authorization, approval, franchise or right necessary for the Company
to engage in its business as currently conducted and to permit the
Company to own and use its properties and assets in the manner in
which it currently owns and uses such properties and assets. Except
as would not have a Material Adverse Effect, the Company Permits are
valid and in full force and effect. Except as would not have a
Material Adverse Effect, no event has occurred or circumstance exists
that may (with or without notice or lapse of time): (a) constitute or
result, directly or indirectly, in a violation of or a failure to
comply with any Company Permit; or (b) result, directly or
indirectly, in the revocation, withdrawal, suspension, cancellation
or termination of, or any modification to, any Company Permit. The
Company has not received notice from any Governmental Authority or
any other Person regarding: (a) any actual, alleged, possible or
potential contravention of any Company Permit; or (b) any actual,
proposed, possible or potential revocation, withdrawal, suspension,
cancellation, termination of, or modification to, any Company Permit.
All applications required to have been filed for the renewal of such
Company Permits have been duly filed on a timely basis with the
appropriate Persons, and all other filings required to have been made
with respect to such Company Permits have been duly made on a timely
basis with the appropriate Persons. All Company Permits are renewable
by their terms or in the ordinary course of business without the need
to comply with any special qualification procedures or to pay any
amounts other than routine fees or similar charges, all of which
have, to the extent due, been duly paid.

     6.21 Interested Party Transactions. Except as disclosed in
Schedule 6.21, no officer, director or stockholder of the Company or
any Affiliate or "associate" (as such term is defined in Rule 405 of
the Commission under the Securities Act) of any such Person, has or
has had, either directly or indirectly, (1) an interest in any Person
which (a) furnishes or sells services or products which are furnished
or sold or are proposed to be furnished or sold by the Company, or
(b) purchases from or sells or furnishes to, or proposes to purchase
from, sell to or furnish the Company any goods or services; or (2) a
beneficial interest in any contract or agreement to which the Company
is a party or by which it may be bound or affected.

     6.22 Governmental Inquiries. The Company has provided to the E-
Cash Shareholder a copy of each material written inspection report,
questionnaire, inquiry, demand or request for information received by
the Company from any Governmental Authority, and the applicable
Company's response thereto, and each material written statement,
report or other document filed by the Company with any Governmental
Authority.

     6.23 Bank Accounts and Safe Deposit Boxes. Schedule 6.23
discloses the title and number of each bank or other deposit or
financial account, and each lock box and safety deposit box used by
the Company, the financial institution at which that account or box
is maintained and the names of the persons authorized to draw against
the account or otherwise have access to the account or box, as the
case may be.

     6.24 Intellectual Property. The Company does not own, use or
license any Intellectual Property in its business as presently
conducted, except as set forth in the SEC Documents.

     6.25 Title to and Condition of Properties. Except as would not
have a Material Adverse Effect, the Company owns (with good and
marketable title in the case of real property) or holds under valid
leases or other rights to use all real property, plants, machinery,
equipment and other personal property necessary for the conduct of
its business as presently conducted, free and clear of all Liens,
except Permitted Liens. The material buildings, plants, machinery and
equipment necessary for the conduct of the business of the Company as
presently conducted are structurally sound, are in good operating
condition and repair and are adequate for the uses to which they are
being put, and none of such buildings, plants, machinery or equipment
is in need of maintenance or repairs, except for ordinary, routine
maintenance and repairs that are not material in nature or cost.

     6.26 SEC Documents; Financial Statements. Except as set forth on
Schedule 6.26, the Company has filed all reports required to be filed
by it under the Exchange Act, including pursuant to Section 13(a) or
15(d) thereof, for the three years preceding the date hereof (or such
shorter period as the Company was required by law to file such
material) (the foregoing materials being collectively referred to
herein as the "SEC Documents") and is current with respect to its
Exchange Act filing requirements. As of their respective dates, the
SEC Documents complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the
SEC Documents, when filed, contained any untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statement therein,
in light of the circumstances under which they were made, not
misleading. All material agreements to which the Company is a party
or to which the property or assets of the Company are subject have
been appropriately filed as exhibits to the SEC Documents as and to
the extent required under the Exchange Act. The financial statements
of the Company included in the SEC Documents comply in all material
respects with applicable accounting requirement and the rules and
regulations of the Commission with respect thereto as in effect at
the time of filing, were prepared in accordance with GAAP applied on
a consistent basis during the periods involved (except as may be
indicated in the notes thereto, or, in the case of unaudited
statements as permitted by Form 10-QSB of the Commission), and fairly
present in all material respects (subject in the case of unaudited
statements, to normal, recurring audit adjustments) the financial
position of the Company as at the dates thereof and the results of
its operations and cash flows for the periods then ended. The
Company's common stock is listed on the OTC Bulletin Board maintained
by the NASD under the symbol AVST, and the Company is not aware of
any facts which would make the Company's common stock ineligible for
continued quotation on the OTC Bulletin Board.

     6.27 Stock Option Plans; Employee Benefits.

           6.27.1 Set forth on Schedule 6.27.1 and in the Company's
December 31, 2004 10-KSB is a complete list of all stock option plans
providing for the grant by the Company of stock options to directors,
officers or employees. Except as disclosed on Schedule 6.27.1, all
such stock option plans are Approved Plans.

           6.27.2 The Company has no employee benefit plans or
arrangements covering their present and former employees or providing
benefits to such persons in respect of services provided by the Company.

           6.27.3 Neither the consummation of the transactions
contemplated hereby alone, nor in combination with another event,
with respect to each director, officer, employee and consultant of
the Company, will result in (a) any payment (including, without
limitation, severance, unemployment compensation or bonus payments)
becoming due from the Company, (b) any increase in the amount of
compensation or benefits payable to any such individual or (c) any
acceleration of the vesting or timing of payment of compensation
payable to any such individual. No agreement, arrangement or other
contract of the Company provides benefits or payments contingent
upon, triggered by, or increased as a result of a change in the
ownership or effective control of the Company.

     6.28 Environmental and Safety Matters. Except as set forth on
Schedule 6.28 or in the SEC Documents and except as would not have a
Material Adverse Effect:

          6.28.1 The Company has at all time been and is in
compliance with all Environmental Laws applicable to the Company..

          6.28.2 There are no Proceedings pending or threatened
against the Company alleging the violation of any Environmental Law
or Environmental Permit applicable to the Company or alleging that
the Company is a potentially responsible party for any environmental
site contamination.

          6.28.3 Neither this Agreement nor the consummation of the
transactions contemplated by this Agreement shall impose any
obligations to notify or obtain the consent of any Governmental
Authority or third Persons under any Environmental Laws applicable to
the Company.

     6.29 Money Laundering Laws. The operations of the Company are
and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all U.S. and non-U.S. jurisdictions, the rules
and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any
Governmental Authority (collectively, the "Money Laundering Laws")
and no Proceeding involving the Company with respect to the Money
Laundering Laws is pending or, to the knowledge of the Company,
threatened.

     6.30 Board Recommendation. The Board of the Company, at a
meeting duly called and held, has determined that this Agreement and
the transactions contemplated by this Agreement are advisable and in
the best interests of the Company's stockholders and has duly
authorized this Agreement and the transactions contemplated by this
Agreement.

                             SECTION VII
                COVENANTS OF THE E-CASH SHAREHOLDER

     7.1 Access and Investigation. Between the date of this Agreement
and the Closing Date, the E-Cash Shareholder will cause E-Cash to
(a) afford the Company and its agents, advisors and attorneys during
normal business hours, full and free access to the personnel,
properties, contracts, books and records, and other documents and
data of E-Cash, (b)furnish the Company and its agents, advisors and
attorneys with copies of all such contracts, books and records, and
other existing documents and data as the Company may reasonably
request, and (c) furnish the Company and its agents, advisors and
attorneys with such additional financial, operating, and other data
and information as the Company may reasonably request.

     7.2 Operation of the Business of E-Cash.

          7.2.1 Between the date of this Agreement and the Closing
Date, the E-Cash Shareholder will cause E-Cash to (a) conduct its
business only in the ordinary course of business; (b) preserve intact
its current business organization and business relationships,
including, without limitation, relationships with suppliers,
customers, landlords, creditors, officers, employees and agents; and
(c) otherwise report periodically to the Company concerning the
status of its business, operations, and finances.

     7.3 No Transfers of Capital Stock.

          7.3.1 Between the date of this Agreement and the Closing
Date, the E-Cash Shareholder shall not assign, transfer, mortgage,
pledge or otherwise dispose of any or all of his E-Cash Shares (or
any interest therein) or grant any Person the option or right to
acquire such E-Cash Shares (or any interest therein).

     7.4 Required Filings and Approvals.

          7.4.1 As promptly as practicable after the date of this
Agreement, the E-Cash Shareholder will make all filings required to
be made by them in order to consummate the transactions contemplated
by this Agreement, if applicable. Between the date of this Agreement
and the Closing Date, the E-Cash Shareholder will (a) cooperate with
the Company with respect to all filings that the Company elects to
make or is required to make in connection with the transactions
contemplated by this Agreement, and (b) cooperate with the Company in
obtaining any consents or approvals required to be obtained by the
Company in connection herewith.

          7.4.2 Without limiting the foregoing, the E-Cash
Shareholder shall promptly furnish to the Company any information
reasonably requested by the Company in connection with the
preparation, filing and mailing of the Schedule 14(c) Filing,
including, without limitation, information concerning E-Cash and the
E-Cash Shareholder. the E-Cash Shareholder represents and warrants to
the Company that the information supplied by him for inclusion in the
Schedule 14(c) Filing will not, on the date the Schedule 14(c) Filing
is filed with the Commission or first mailed to the stockholders of
the Company, contain any statement which, at such time and in light
of the circumstances under which it shall be made, is false or
misleading with respect to any material fact, or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not false or misleading. If, at any time
prior to the Closing Date, any information should be discovered by
the Company or the E-Cash Shareholder which should be set forth in an
amendment to the Schedule 14(c) Filing so that such Schedule 14(c)
Filing would not include any misstatement of a material fact or omit
to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading, the E-Cash Shareholder shall promptly notify the Company.

     7.5 Notification. Between the date of this Agreement and the
Closing Date, the E-Cash Shareholder will promptly notify the Company
in writing if he becomes aware of any fact or condition that causes
or constitutes a breach of any of his representations and warranties
herein, as of the date of this Agreement, or if the E-Cash
Shareholder becomes aware of the occurrence after the date of this
Agreement of any fact or condition that would (except as expressly
contemplated by this Agreement) cause or constitute a breach of any
such representation or warranty had such representation or warranty
been made as of the time of occurrence or discovery of such fact or
condition. Should any such fact or condition require any change in
the Schedules to this Agreement if the Schedules to the Agreement
were dated the date of the occurrence or discovery of any such fact
or condition, the E-Cash Shareholder will promptly deliver to the
Company a supplement to the Schedules to the Agreement specifying
such change; provided, however, that such delivery shall not
materially adversely affect any rights of the Company set forth
herein, including the right of the Company to seek a remedy in
damages for losses incurred as a result of such supplemented
disclosure. During the same period, the E-Cash Shareholder will
promptly notify the Company of the occurrence of any breach of any of
his covenants in this Section 7 or of the occurrence of any event
that may make the satisfaction of the conditions in Section 9
impossible or unlikely.

     7.6 Closing Conditions. Between the date of this Agreement and
the Closing Date, the E-Cash Shareholder will use his commercially
reasonable efforts to cause the conditions in Section 9 to be satisfied.

                            SECTION VIII
                       COVENANTS OF THE COMPANY

     8.1 Access and Investigation. Between the date of this Agreement
and the Closing Date, the Company will (a) afford the E-Cash
Shareholder and his agents, advisors and attorneys during normal
business hours full and free access to the Company's  personnel,
properties, contracts, books and records, and other documents and
data, (b) furnish the E-Cash Shareholder and his agents, advisors and
attorneys with copies of all such contracts, books and records, and
other existing documents and data as the E-Cash Shareholder may
reasonably request, and (c) furnish the E-Cash Shareholder and his
agents, advisors and attorneys with such additional financial,
operating, and other data and information as he may reasonably request.

     8.2 Operation of the Business of the Company. Between the date
of this Agreement and the Closing Date, the Company will:

          8.2.1 conduct its business only in the ordinary course of
business;

          8.2.2 use its best efforts to preserve intact the current
business organization and business relationships, including, without
limitation, relationships with suppliers, customers, landlords,
creditors, officers, employees and agents;

          8.2.3 obtain the prior written consent of the E-Cash
Shareholder prior to taking any action of the type specified in
Section 6.13 or entering into any Material Company Contract;

          8.2.4 confer with the E-Cash Shareholder concerning
operational matters of a material nature; and

          8.2.5 otherwise report periodically to the E-Cash
Shareholder concerning the status of its business, operations, and
finances.

     8.3 Required Filings and Approvals.

          8.3.1 As promptly as practicable after the date of this
Agreement, the Company will make all filings legally required to be
made by it to consummate the transactions contemplated by this
Agreement. Between the date of this Agreement and the Closing Date,
the Company will cooperate with the E-Cash Shareholder with respect
to all filings that the Company is legally required to make in
connection with the transactions contemplated hereby.

          8.3.2 Without limiting the foregoing, as promptly as
practicable before or after the execution of this Agreement, the
Company shall prepare and file the Schedule 14(c) Filing with the
Commission. The Company will advise the E-Cash Shareholder, promptly
after it receives notice thereof, of any request by the Commission
for the amendment of the Schedule 14(c) Filing or comments thereon
and responses thereto or requests by the Commission for additional
information. The Company shall mail the Schedule 14(c) Filing to its
stockholders as promptly as practicable pursuant to the Securities
Act, the Exchange Act and the rules and regulations of the Commission
related thereto.

     8.4 Notification. Between the date of this Agreement and
the Closing Date, the Company will promptly notify the E-Cash
Shareholder in writing if the Company becomes aware of any fact or
condition that causes or constitutes a breach of any of the
representations and warranties of the Company, as of the date of this
Agreement, or if the Company becomes aware of the occurrence after
the date of this Agreement of any fact or condition that would
(except as expressly contemplated by this Agreement) cause or
constitute a breach of any such representation or warranty had such
representation or warranty been made as of the time of occurrence or
discovery of such fact or condition. Should any such fact or
condition require any change in the Schedules to this Agreement if
the Schedules to the Agreement were dated the date of the occurrence
or discovery of any such fact or condition, the Company will promptly
deliver to the E-Cash Shareholder a supplement to the Schedules to
the Agreement specifying such change; provided, however, that such
delivery shall not materially adversely affect any rights of the E-
Cash Shareholder set forth herein, including the right of the E-Cash
Shareholder to seek a remedy in damages for losses incurred as a
result of such supplemented disclosure. During the same period, the
Company will promptly notify the E-Cash Shareholder of the occurrence
of any breach of any covenant of the Company in this Section 8 or of
the occurrence of any event that may make the satisfaction of the
conditions in Section 10 impossible or unlikely.

     8.5 Closing Conditions. Between the date of this Agreement and
the Closing Date, the Company will use commercially reasonable
efforts to cause the conditions in Section 10 to be satisfied.

     8.6 SEC Documents. Between the date of this Agreement and the
Closing Date, Company shall file all reports and other documentation,
including without limitation, the preparation of the Company's Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006,
required by the Exchange Act and/or the Commission to assure that the
Company is current on all Exchange Act reports and to maintain its
listing on the OTCBB.  In the event the Commission notifies the
Company of its intent to review any SEC Document filed prior to
Closing or the Company receives any oral or written comments from the
Commission with respect to any SEC Document filed prior to Closing,
the Company shall promptly notify the E-Cash Shareholder and shall
fully comply with all such requests of the Commission.

                            SECTION IX
     CONDITIONS PRECEDENT TO THE COMPANY'S OBLIGATION TO CLOSE

     The Company's obligation to acquire the E-Cash Shares and to take the
other actions required to be taken by the Company at the Closing is
subject to the satisfaction, at or prior to the Closing, of each of
the following conditions (any of which may be waived by the Company,
in whole or in part):

     9.1 Accuracy of Representations. The representations and
warranties of the E-Cash Shareholder set forth in this Agreement or
in any Schedule or certificate delivered pursuant hereto that are not
qualified as to materiality shall be true and correct in all material
respects as of the date of this Agreement, and shall be deemed
repeated as of the Closing Date and shall then be true and correct in
all material respects, except to the extent a representation or
warranty is expressly limited by its terms to another date and
without giving effect to any supplemental Schedule. The
representations and warranties of the E-Cash Shareholder set forth in
this Agreement or in any Schedule or certificate delivered pursuant
hereto that are qualified as to materiality shall be true and correct
in all respects as of the date of this Agreement, and shall be deemed
repeated as of the Closing Date and shall then be true and correct in
all respects, except to the extent a representation or warranty is
expressly limited by its terms to another date and without giving
effect to any supplemental Schedule.

     9.2 Performance by the E-Cash Shareholder.

          9.2.1 All of the covenants and obligations that the E-Cash
Shareholder is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and
each of these covenants and obligations (considered individually),
must have been duly performed and complied with in all material
respects.

          9.2.2 Each document required to be delivered by E-Cash and
the E-Cash Shareholder pursuant to this Agreement at or prior to
Closing must have been delivered.

     9.3 No Force Majeur Event. Since the date of this Agreement,
there shall not have been any delay, error, failure or interruption
in the conduct of the business of E-Cash, or any loss, injury, delay,
damage, distress, or other casualty affecting E-Cash, due to force
majeur including but not limited to (a) acts of God; (b) fire or
explosion; (c) war, acts of terrorism or other civil unrest; or (d)
national emergency.

     9.4 Certificate of E-Cash Shareholder. The E-Cash Shareholder
will have delivered to the Company a certificate, dated the Closing
Date, executed by an authorized representative of the E-Cash
Shareholder, certifying the satisfaction of the conditions specified
in Sections 9.1, 9.2 and 9.3.

     9.6 Consents.

          9.6.1 all material consents, waivers, approvals,
authorizations or orders required to be obtained, and all filings
required to be made, by E-Cash and/or the E-Cash Shareholder for the
authorization, execution and delivery of this Agreement and the
consummation by them of the transactions contemplated by this
Agreement, shall have been obtained and made, as the case may be,
except where the failure to receive such consents, waivers,
approvals, authorizations or orders or to make such filings would not
have a Material Adverse Effect on transactions contemplated by this
Agreement.

           9.6.2 without limiting the foregoing, the necessary
majority of the stockholders of the Company, in response to the
Schedule 14(c) Filing, shall have approved this Agreement and the
transactions contemplated by this Agreement, at a duly held meeting
of the Company's stockholders, and no Proceeding occasioned by the
Section 14(c) Filing shall have been initiated or threatened by the
Commission (which Proceeding remains unresolved as of the Closing Date).

     9.7 Documents. E-Cash and the E-Cash Shareholder must have
caused the following documents to be delivered to the Company:

          9.7.1 share certificates evidencing the number of E-Cash
Shares held by the E-Cash Shareholder (as set forth in Exhibit A),
along with executed stock powers transferring such E-Cash Shares to
the Company;

          9.7.2 a Secretary's Certificate of E-Cash, dated the
Closing Date, certifying attached copies of (A) the E-Cash
Organizational Documents, and (B) the resolutions of the E-Cash Board
and the shareholders of E-Cash approving this Agreement and the
transactions contemplated hereby;

          9.7.3 a certified certificate of good standing, or
equivalent thereof, of E-Cash;

          9.7.4 each of the Transaction Documents to which E-Cash
and/or the E-Cash Shareholder is a party, duly executed; and

          9.7.5 such other documents as the Company may reasonably
request for the purpose of (i) evidencing the accuracy of any of the
representations and warranties of the E-Cash Shareholder pursuant to
Section 9.1, (ii) evidencing the performance of, or compliance by the
E-Cash Shareholder with any covenant or obligation required to be
performed or complied with by them, (iii) evidencing the satisfaction
of any condition referred to in this Section 9, or (iv) otherwise
facilitating the consummation or performance of any of the
transactions contemplated by this Agreement.

     9.8 No Proceedings. Since the date of this Agreement, there
must not have been commenced or threatened against the Company, E-
Cash or the E-Cash Shareholder, or against any Affiliate thereof, any
Proceeding (which Proceeding remains unresolved as of the Closing
Date) (a) involving any challenge to, or seeking damages or other
relief in connection with, any of the transactions contemplated by
this Agreement, or (b) that may have the effect of preventing,
delaying, making illegal, or otherwise interfering with any of the
transactions contemplated by this Agreement.

     9.9 No Claim Regarding Stock Ownership or Consideration. There
must not have been made or threatened by any Person any claim
asserting that such Person (a) is the holder of, or has the right to
acquire or to obtain beneficial ownership of the E-Cash Shares or any
other stock, voting, equity, or ownership interest in, E-Cash, or (b)
is entitled to all or any portion of the Company Common Shares

     9.10 Further Conditions Precedent.  All of the further
conditions precedent set forth on Exhibit F hereto must be satisfied
by the Person required to take such actions as indicated thereon, or
otherwise waived by the parties hereto.

                               SECTION X
               CONDITIONS PRECEDENT TO THE OBLIGATION
               OF THE E-CASH SHAREHOLDER TO THE CLOSING

     The E-Cash Shareholder's obligation to transfer the E-Cash Shares and
to take the other actions required to be taken by the E-Cash
Shareholder at the Closing are subject to the satisfaction, at or
prior to the Closing, of each of the following conditions (any of
which may be waived by the E-Cash Shareholder, in whole or in part):

     10.1 Accuracy of Representations. The representations and
warranties of the Company  set forth in this Agreement or in any
Schedule or certificate delivered pursuant hereto that are not
qualified as to materiality shall be true and correct in all material
respects as of the date of this Agreement, and shall be deemed
repeated as of the Closing Date and shall then be true and correct in
all material respects, except to the extent a representation or
warranty is expressly limited by its terms to another date and
without giving effect to any supplemental Schedule. The
representations and warranties of the Company set forth in this
Agreement or in any Schedule or certificate delivered pursuant hereto
that are qualified as to materiality shall be true and correct in all
respects as of the date of this Agreement, and shall be deemed
repeated as of the Closing Date and shall then be true and correct in
all respects, except to the extent a representation or warranty is
expressly limited by its terms to another date and without giving
effect to any supplemental Schedule.

     10.2 Performance by the Company.

          10.2.1 All of the covenants and obligations that the
Company is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing (considered collectively), and
each of these covenants and obligations (considered individually),
must have been performed and complied with in all respects.

          10.2.2 Each document required to be delivered by the
Company pursuant to this Agreement must have been delivered.

     10.3 No Force Majeur Event. Since the date of this Agreement,
there shall not have been any delay, error, failure or interruption
in the conduct of the business of the Company, or any loss, injury,
delay, damage, distress, or other casualty affecting the Company, due
to force majeur including but not limited to (a) acts of God; (b)
fire or explosion; (c) war, acts of terrorism or other civil unrest;
or (d) national emergency.

     10.4 Certificate of Officer. The Company will have delivered to
the E-Cash Shareholder a certificate, dated the Closing Date,
executed by an officer of the Company, certifying the satisfaction of
the conditions specified in Sections10.1, 10.2. and 10.3.

     10.6 Consents.

          10.6.1 All material consents, waivers, approvals,
authorizations or orders required to be obtained, and all filings
required to be made, by the Company for the authorization, execution
and delivery of this Agreement and the consummation by it of the
transactions contemplated by this Agreement, shall have been obtained
and made by the Company, except where the failure to receive such
consents, waivers, approvals, authorizations or orders or to make
such filings would not have a Material Adverse Effect on the
transactions contemplated hereby.

          10.6.2 without limiting the foregoing, the necessary
majority of the stockholders of the Company, in response to the
Schedule 14(c) Filing, shall have approved this Agreement and the
transactions contemplated by this Agreement, at a duly held meeting
of the Company's stockholders, and no Proceeding occasioned by the
Section 14(c) Filing shall have been initiated or threatened by the
Commission (which Proceeding remains unresolved as of the Closing Date).

     10.7 Documents. The Company must have caused the following
documents to be delivered to the E-Cash Shareholder:

          10.7.1 share certificates evidencing the E-Cash
Shareholder's ownership of the Company Common Shares (as set forth in
Exhibit A);

          10.7.2 a Secretary's Certificate, dated the Closing Date,
certifying attached copies of (A) the Company Organizational
Documents, (B) the resolutions of the Board of the Company approving
this Agreement and the transactions contemplated hereby; and (C) the
incumbency of each authorized officer of the Company signing this
Agreement and any other agreement or instrument contemplated hereby
to which the Company is a party;

          10.7.3 a Certificate of Good Standing of the Company;

          10.7.4 each of the Transaction Documents to which the
Company is a party, duly executed; and

          10.7.5 such other documents as the E-Cash Shareholder may
reasonably request for the purpose of (i) evidencing the accuracy of
any representation or warranty of the Company pursuant to Section
10.1, (ii) evidencing the performance by the Company of, or the
compliance by the Company with, any covenant or obligation required
to be performed or complied with by the Company, (iii) evidencing the
satisfaction of any condition referred to in this Section 10, or (iv)
otherwise facilitating the consummation of any of the transactions
contemplated by this Agreement.

     10.8 No Proceedings. Since the date of this Agreement, there
must not have been commenced or threatened against the Company, E-
Cash or any Shareholder, or against any Affiliate thereof, any
Proceeding (which Proceeding remains unresolved as of the Closing
Date) (a) involving any challenge to, or seeking damages or other
relief in connection with, any of the transactions contemplated
hereby, or (b) that may have the effect of preventing, delaying,
making illegal, or otherwise interfering with any of the transactions
contemplated hereby.

     10.9 Further Conditions Precedent.  All of the further
conditions precedent set forth on Exhibit F hereto must be satisfied
by the party required to take such actions as indicated thereon, or
otherwise waived by the parties hereto

                             SECTION XI
                             TERMINATION

     11.1 Termination Events. This Agreement may, by notice given
prior to or at the Closing, be terminated:

          11.1.1 by mutual consent of the Company and the E-Cash
Shareholder;

          11.1.2 by the Company, if any of the conditions in Section
9 have not been satisfied as of the Closing Date or if satisfaction
of such a condition is or becomes impossible (other than through the
failure of the Company to comply with its obligations under this
Agreement) and the Company has not waived such condition on or before
the Closing Date; or (ii) by the E-Cash Shareholder, if any of the
conditions in Section 10 have not been satisfied as of the Closing
Date or if satisfaction of such a condition is or becomes impossible
(other than through the failure of the E-Cash Shareholder to comply
with its obligations under this Agreement) and the E-Cash Shareholder
has not waived such condition on or before the Closing Date;

          11.1.3 by either the Company or the E-Cash Shareholder, if
there shall have been entered a final, non-appealable order or
injunction of any Governmental Authority restraining or prohibiting
the consummation of the transactions contemplated hereby;

          11.1.4 by the Company, if, prior to the Closing Date, the
E-Cash Shareholder is in material breach of any representation,
warranty, covenant or agreement herein contained and such breach
shall not be cured within 10 days of the date of notice of default
served by the Company claiming such breach; provided, however, that
the right to terminate this Agreement pursuant to this Section 11.1.5
shall not be available to the Company if the Company is in material
breach of this Agreement at the time notice of termination is delivered;

          11.1.5 by the E-Cash Shareholder, if, prior to the Closing
Date, the Company is in material breach of any representation,
warranty, covenant or agreement herein contained and such breach
shall not be cured within 10 days of the date of notice of default
served by the E-Cash Shareholder claiming such breach or, if such
breach is not curable within such 10 day period, such longer period
of time as is necessary to cure such breach; provided, however, that
the right to terminate this Agreement pursuant to this Section 11.1.6
shall not be available to the E-Cash Shareholder if the E-Cash
Shareholder is in material breach of this Agreement at the time
notice of termination is delivered.

     11.2 Effect of Termination.

          11.2.1  If this Agreement is terminated pursuant to Section
11.1, all further obligations of the parties under this Agreement
will terminate, except that the obligations in Sections 5.12, 6.11,
11.2, and 13 will survive; provided, however, that if this Agreement
is terminated by a party because of the breach of the Agreement by
another party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied
as a result of another party's failure to comply with its obligations
under this Agreement, the terminating party's right to pursue all
legal remedies will survive such termination unimpaired.

          11.2.2 Each party's right of termination under Section 11.1
is in addition to any other rights it may have under this Agreement
or otherwise, and the exercise of a right of termination will not be
an election of remedies.

                              SECTION XII
                       INDEMNIFICATION; REMEDIES

     12.1 Survival. All representations, warranties, covenants, and
obligations in this Agreement shall survive the Closing and expire on
the sixth anniversary of the Closing (the "Survival Period"). The
right to indemnification, payment of Damages or other remedy based on
such representations, warranties, covenants, and obligations will not
be affected by any investigation conducted with respect to, or any
knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this Agreement
or the Closing Date, with respect to the accuracy or inaccuracy of or
compliance with any such representation, warranty, covenant, or
obligation. The waiver of any condition based on the accuracy of any
representation or warranty, or on the performance of or compliance
with any covenant or obligation, will not affect the right to
indemnification, payment of Damages, or other remedy based on such
representations, warranties, covenants, and obligations.

     12.2 Indemnification by the Company.

          12.2.1 From and after the Closing until the expiration of
the Survival Period, the Company shall indemnify and hold harmless
the E-Cash Shareholder (the "Company Indemnified Party"), from and
against any Damages arising, directly or indirectly, from or in
connection with:

     (a) any breach of any representation or warranty made by the
Company in this Agreement or in any certificate delivered by
the Company pursuant to this Agreement; or

     (b) any breach by the Company of any covenant or obligation of
the Company in this Agreement required to be performed by the
Company on or prior to the Closing Date.

     12.3 Limitations on Amount - the Company. The Company
Indemnified Party shall not be entitled to indemnification pursuant
to Section 12.3, unless and until the aggregate amount of Damages
with respect to such matters under Section 12.3.1 exceeds $250,000,
at which time the Company Indemnified Party shall be entitled to
indemnification for the total amount of such Damages in excess of
$250,000.

     12.4 Determining Damages. Materiality qualifications to the
representations and warranties of the Company shall not be taken into
account in determining the amount of Damages occasioned by a breach
of any such representation and warranty for purposes of determining
whether the amounts set forth in Section 12.3 has been met.

     12.5 Breach by E-Cash Shareholder. Nothing in this Section 12
shall limit the Company's right to pursue any appropriate legal or
equitable remedy against the E-Cash Shareholder with respect to any
Damages arising, directly or indirectly, from or in connection with:
(a) any breach by the E-Cash Shareholder of any representation or
warranty made by the E-Cash Shareholder in this Agreement or in any
certificate delivered by the E-Cash Shareholder pursuant to this
Agreement or (b) any breach by the E-Cash Shareholder of his
covenants or obligations in this Agreement. All claims pursuant to
this Section 12.5 shall be brought by the Company and those Persons
who were stockholders of the Company immediately prior to the Closing.

                               SECTION XIII
                            GENERAL PROVISIONS

     13.1 Expenses. Except as otherwise expressly provided in this
Agreement, each party to this Agreement will bear its respective
expenses incurred in connection with the preparation, execution, and
performance of this Agreement and the transactions contemplated by
this Agreement, including all fees and expenses of agents,
representatives, counsel, and accountants. In the event of
termination of this Agreement, the obligation of each party to pay
its own expenses will be subject to any rights of such party arising
from a breach of this Agreement by another party.

     13.2 Public Announcements. The Company shall promptly, but no
later than three business days following the effective date of this
Agreement, issue a press release disclosing the transactions
contemplated hereby. Between the date of this Agreement and the
Closing Date, the Company and the E-Cash Shareholder shall consult
with each other in issuing any other press releases or otherwise
making public statements or filings and other communications with the
Commission or any regulatory agency or stock market or trading
facility with respect to the transactions contemplated hereby and
neither party shall issue any such press release or otherwise make
any such public statement, filings or other communications without
the prior written consent of the other, which consent shall not be
unreasonably withheld or delayed, except that no prior consent shall
be required if such disclosure is required by law, in which case the
disclosing party shall provide the other party with prior notice of
such public statement, filing or other communication and shall
incorporate into such public statement, filing or other communication
the reasonable comments of the other party.

     13.3 Confidentiality.

          13.3.1 Subsequent to the date of this Agreement, the
Company and the E-Cash Shareholder will maintain in confidence, and
will cause their respective directors, officers, employees, agents,
and advisors to maintain in confidence, any written, oral, or other
information obtained in confidence from another party in connection
with this Agreement or the transactions contemplated by this
Agreement, unless (a) such information is already known to such party
or to others not bound by a duty of confidentiality or such
information becomes publicly available through no fault of such
party, (b) the use of such information is necessary or appropriate in
making any required filing with the Commission, or obtaining any
consent or approval required for the consummation of the transactions
contemplated by this Agreement, or (c) the furnishing or use of such
information is required by or necessary or appropriate in connection
with legal proceedings.

          13.3.2 In the event that any party is required to disclose
any information of another party pursuant to clause (b) or (c) of
Section 13.3.1,the party requested or required to make the disclosure
(the "disclosing party") shall provide the party that provided such
information (the "providing party")with prompt notice of any such
requirement so that the providing party may seek a protective order
or other appropriate remedy and/or waive compliance with the
provisions of this Section 13.3. If, in the absence of a protective
order or other remedy or the receipt of a waiver by the providing
party, the disclosing party is nonetheless, in the opinion of
counsel, legally compelled to disclose the information of the
providing party, the disclosing party may, without liability
hereunder, disclose only that portion of the providing party's
information which such counsel advises is legally required to be
disclosed, provided that the disclosing party exercises its
reasonable efforts to preserve the confidentiality of the providing
party's information, including, without limitation, by cooperating
with the providing party to obtain an appropriate protective order or
other relief assurance that confidential treatment will be accorded
the providing party's information.

          13.3.3 If the transactions contemplated by this Agreement
are not consummated, each party will return or destroy as much of
such written information as the other party may reasonably request.

     13.4 Notices. All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be
deemed to have been duly given when (a) delivered by hand (with
written confirmation of receipt), (b) sent by telecopier (with
written confirmation of receipt), or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery
service (receipt requested), in each case to the appropriate
addresses and telecopier numbers set forth below (or to such other
addresses and telecopier numbers as a party may designate by written
notice to the other parties):

If to Company:                                With a copy to:

Avery Sports Turf, Inc.
2535 Pilot Knob Road Suite 118
Mendota Heights, MN  55120

Attention: Gary Borglund                       Attention:
Telephone: No.: 651-452-1606                   Telephone No.:
Facsimile No.:   651-452 5828                  Facsimile No:

If to Company                                  With a copy to

E Cash, Inc.
28 Baiting Place Road
Farmingdale, New York 11735

Attention: Richard Schaefer                    Attention:
Telephone No.: 631-777-2772                    Telephone No.:
Facsimile No.:  631-777-2722                   Facsimile No.:

     13.5 Further Assurances. The parties agree (a) to furnish upon
request to each other such further information, (b) to execute and
deliver to each other such other documents, and (c) to do such other
acts and things, all as the other party may reasonably request for
the purpose of carrying out the intent of this Agreement and the
documents referred to in this Agreement.

     13.6 Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor
any delay by any party in exercising any right, power, or privilege
under this Agreement or the documents referred to in this Agreement
will operate as a waiver of such right, power, or privilege, and no
single or partial exercise of any such right, power, or privilege
will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege. To
the maximum extent permitted by applicable law, (a) no claim or right
arising out of this Agreement or the documents referred to in this
Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed
by the other party; (b) no waiver that may be given by a party will
be applicable except in the specific instance for which it is given;
and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party
giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the documents referred to in
this Agreement.

     13.7 Entire Agreement and Modification. This Agreement
supersedes all prior agreements between the parties with respect to
its subject matter and constitutes (along with the documents referred
to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject
matter. This Agreement may not be amended except by a written
agreement executed by the party against whom the enforcement of such
amendment is sought.

     13.8 Assignments, Successors, and No Third-Party Rights. No
party may assign any of its rights under this Agreement without the
prior consent of the other parties. Subject to the preceding
sentence, this Agreement will apply to, be binding in all respects
upon, and inure to the benefit of and be enforceable by the
respective successors and permitted assigns of the parties. Except as
set forth in Section 8.6 and Section 12.3, nothing expressed or
referred to in this Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable
right, remedy, or claim under or with respect to this Agreement or
any provision of this Agreement. This Agreement and all of its
provisions and conditions are for the sole and exclusive benefit of
the parties to this Agreement and their successors and assigns.

     13.9 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and
effect. Any provision of this Agreement held invalid or unenforceable
only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     13.10 Section Headings, Construction. The headings of Sections
in this Agreement are provided for convenience only and will not
affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. All words used in this Agreement will be
construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including"
does not limit the preceding words or terms.

     13.11 Governing Law. This Agreement will be governed by the laws
of the State of New York without regard to conflicts of laws
principles.

     13.12 Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be
deemed to constitute one and the same agreement.

                        COUNTERPART SIGNATURE PAGE

     IN WITNESS WHEREOF, the parties have executed and delivered this
Share Exchange Agreement as of the date first written above.

Company:
Avery Sports Turf, Inc.                           Signed: /s/

Signed: /s/                                       Printed Name: Gary Borglund
Printed Name Gary Borglund
Title:                                            President and Chairman

"E-Cash"
E Cash, Inc.
Signed: /s/       Richard Schaefer
Printed Name: Richard Schaefer
Title: President and Chairman of the Board

"E-Cash Shareholder"



Richard Schaefer

                                   EXHIBIT A

                            E-CASH SHAREHOLDER AND
                        E-CASH SHARES AND COMPANY COMMON
                           SHARES TO BE EXCHANGED

Total shares to be delivered by the E-Cash Shareholder to the
Company: 10 Shares

Total Company Common Shares to be delivered by the Company to the
Shareholder: __________________

                          Number of    Percentage of  Percentage of Company's
Name and Address of        Shares       Total Shares    Shares of Common
Each Shareholder           Owned           Owned      Stock Immediately After
                                                             Closing

Richard Schaefer           10               100%                95%


                                     EXHIBIT B

                       DEFINITION OF "ACCREDITED INVESTOR

"The term "accredited investor" means:

1.  A bank as defined in Section 3(a)(2) of the Securities Act, or a
savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its
individual or fiduciary capacity; a broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934;
an insurance company as defined in Section 2(13) of the
Securities Act; an investment company registered under the
Investment Company Act of 1940 (the "Investment Company Act") or
a business development company as defined in Section 2(a)(48) of
the Investment Company Act; a Small Business Investment Company
licensed by the U.S. Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958; a
plan established and maintained by a state, its political
subdivisions or any agency or instrumentality of  a state or its
political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000; an employee
benefit plan within the meaning of the Employee Retirement
Income Security Act of 1974 ("ERISA"), if the investment
decision is made by a plan fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan
association, insurance company, or registered investment
advisor, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors.

2.  A private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940.

3.  An organization described in Section 501(c)(3) of the Internal
Revenue Code, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000.

4.  A director or executive officer of the Company.

5.  A natural person whose individual net worth or joint net worth
with that person's spouse, at the time of his or her purchase
exceeds $1,000,000.

6.  A natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income
with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same
income level in the current year.

7.  A trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the securities offered,
whose purchase is directed by a sophisticated person as
described in Rule 506(b)(2)(ii) (i.e., a person who has such
knowledge and experience in financial and business matters that
he is capable of evaluating the merits and risks of the
prospective investment).

8.  An entity in which all of the equity owners are accredited
investors. (If this alternative is checked, the Shareholder must
identify each equity  owner and provide statements signed by
each demonstrating how each is qualified as an accredited investor.)

                                  EXHIBIT C

                         DEFINITION OF "U.S. PERSON"

1.  "U.S. person" (as defined in Regulation S) means:

i.  Any natural person resident in the United States;

ii.  Any partnership or corporation organized or incorporated
under the laws of the United States;

iii.  Any estate of which any executor or administrator is a U.S.
person;

iv.  Any trust of which any trustee is a U.S. person;

v.  Any agency or branch of a foreign entity located in the
United States;

vi.  Any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary for
the benefit or account of a U.S. person;

vii.  Any discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in
the United States; and

viii.  Any partnership or corporation if: (A) organized or
incorporated under the laws of any foreign jurisdiction; and
(B) formed by a U.S. person principally for the purpose of
investing in securities not registered under the Securities
Act, unless it is organized or incorporated, and owned, by
accredited investors (as defined in Rule 501(a)) who are not
natural persons, estates or trusts.

2.  Notwithstanding paragraph (1) above, any
discretionary account or similar account (other than an estate
or trust) held for the benefit or account of a non-U.S. person
by a dealer or other professional fiduciary organized,
incorporated, or (if an individual) resident in the United
States shall not be deemed a "U.S. person.

3.  Notwithstanding paragraph (1), any estate of which
any professional fiduciary acting as executor or administrator
is a U.S. person shall not be deemed a U.S. person if:

i.  An executor or administrator of the estate who is not
a U.S. person has sole or shared investment discretion
with respect to the assets of the estate; and

ii.  The estate is governed by foreign law

4.  Notwithstanding paragraph (1), any trust of which any
professional fiduciary acting as trustee is a U.S. person shall
not be deemed a U.S. person if a trustee who is not a U.S.
person has sole or shared investment discretion with respect to
the trust assets, and no beneficiary of the  trust (and no
settlor if the trust is revocable) is a U.S. person.

5.  Notwithstanding paragraph (1), an employee benefit plan
established and administered in accordance with the law of a
country other than the United States and customary practices and
documentation of such country shall not  be deemed a U.S. person.

6.  Notwithstanding paragraph (1), any agency or branch of a
U.S. person located outside the United States shall not be
deemed a "U.S. person" if:

i.  The agency or branch operates for valid business
reasons; and

ii.  The agency or branch is engaged in the business of
insurance or banking and is subject to substantive
insurance or banking regulation, respectively, in the
jurisdiction where located.

7.  The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development
Bank, the Asian Development Bank, the African Development Bank,
the United Nations, and their agencies, affiliates and pension
plans, and any other similar international organizations, their
agencies, affiliates and pension plans shall not be deemed "U.S. persons."

                                 EXHIBIT D

              TRANSFER RESTRICTIONS ON COMPANY COMMON SHARES

1.  Restriction on Transfer Legend.  The certificates
evidencing the Company Common Shares will bear a legend
indicating that the Company Common Shares are not registered
under any securities Laws and may only be transferred pursuant
to a registration statement or an available exemption from the
registration requirements of such Laws; AND

2.  Other Legends. The certificates representing such Company
Common Shares, and each certificate issued in transfer
thereof, will also bear any other legend required under any
applicable Law, including, without limitation, any U.S. state
corporate and state securities law, or contract; AND

3.  Opinion. No Shareholder may transfer any or all of the
Company Common Shares absent an effective registration
statement under the Securities Act and applicable state
securities law covering the disposition of the Company Common
Shares, without first providing the Company with an opinion of
counsel (which counsel and opinion are reasonably satisfactory
to the Company) to the effect that such transfer will be
exempt from the registration and prospectus delivery
requirements of the Securities Act and the registration or
qualification requirements of any applicable U.S. state
securities laws.

(d) Consent. Each E-Cash Shareholder understands and acknowledges
that the Company may refuse to transfer the Company
Common Shares of any E-Cash Shareholder unless such  E-Cash
Shareholder complies with this Section 4.2.4. Each
E-Cash Shareholder consents to the Company making a
notation on its records or giving instructions to
any transfer agent of the Company Common Stock in
order to implement the restrictions on transfer of
the Company Common Shares.


                               EXHIBIT E

                 ACCREDITED INVESTOR REPRESENTATIONS

Each E-Cash Shareholder indicating that he is an Accredited Investor
further represents and warrants to the Company as follows:

1.  Such Shareholder qualifies as an Accredited Investor on the
basis set forth on his signature page to this Agreement.

2.  Such Shareholder has sufficient knowledge and experience in
finance, securities, investments and other business matters to
be able to protect such Shareholder's interests in connection
with the transactions contemplated by this Agreement.

3.  Such Shareholder has consulted, to the extent that he has
deemed necessary, with his tax, legal, accounting and financial
advisors concerning his investment in the Company Common Shares.

4.  Such Shareholder understands the various risks of an
investment in the Company Common Shares and can afford to bear
such risks for an indefinite period of time, including, without
limitation, the risk of losing his entire investment in the
Company Common Shares.

5.  Such Shareholder has had access to the Company's publicly
filed reports with the SEC.

6.  Such Shareholder has been furnished during the course of
the transactions contemplated by this Agreement with all other
public information regarding the Company that such Shareholder
has requested and all such public information is sufficient for
such Shareholder to evaluate the risks of investing in the
Company Common Shares.

7.  Such Shareholder has been afforded the opportunity to ask
questions of and receive answers concerning the Company and the
terms and conditions of the issuance of the Company Common Shares.

8.  Such Shareholder is not relying on any representations and
warranties concerning the Company made by the Company or any
officer, employee or agent of the Company, other than those
contained in this Agreement.

9.  Such Shareholder is acquiring the Company Common Shares for
such Shareholder's own account, for investment and not for
distribution or resale to others.

10.  Such Shareholder will not sell or otherwise transfer the
Company Common Shares, unless either (A) the transfer of such
securities is registered under the Securities Act or (B) an
exemption from registration of such securities is available.

11.  Such Shareholder understands and acknowledges that the
Company is under no obligation to register the Company Common
Shares for sale under the Securities Act.

12.  Such Shareholder consents to the placement of a legend on
any certificate or other document evidencing the Company Common
Shares substantially in the form set forth in Section 4.2.5(a).

13.  Such Shareholder represents that the address furnished by
such Shareholder on his signature page to this Agreement and in
Exhibit A is such Shareholder's principal residence if he is an
individual or its principal business address if it is a
corporation or other entity.

14.  Such Shareholder understands and acknowledges that the
Company Common Shares have not been recommended by any federal
or state securities commission or regulatory authority, that the
foregoing authorities have not confirmed the accuracy or
determined the adequacy of any information concerning the
Company that has been supplied to such Shareholder and that any
representation to the contrary is a criminal offense.

15.  Such Shareholder acknowledges that the representations,
warranties and agreements made by such Shareholder herein shall
survive the execution and delivery of this Agreement and the
purchase of the Company Common Shares.


                              EXHIBIT F

              FURTHER CONDITIONS PRECEDENT TO CLOSING

Notwithstanding anything to the contrary contained in the Agreement
(including the exhibits and schedules annexed hereto) the following
conditions must be satisfied (or waived by all parties) prior to
closing:

1.  The Company shall effectuate (or set into motion the
effectuation of) a 1 for 400 reverse stock split of all
outstanding Company shares of common stock so that the
remaining 400 million pre split shares of Company common
stock (after cancellation of the shares referred to in 1
above) will be reduced to approximately 1 million shares.

2.  The Company shall provide the E-Cash Shareholder and
E-Cash  evidence that the $355,394 indebtedness of Company
to Gary Borglund has been satisfied and/or otherwise
extinguished and that Mr. Borglund has released the Company
from any further liability regarding such indebtedness.

3.  The Company shall provide the E-Cash Shareholder and
E-Cash with written documentation indicating that the
Letter of Intent between the Company and Copacabana
disclosed in the SEC Documents has been terminated with no
further obligation or liability to the Company.

4.  The Company shall have settled the Castro Litigation
disclosed in the SEC Documents and shall provide the E-Cash
Shareholder and E-Cash with all documentation as they may
reasonably request, including, without limitation, a copy
of the stipulation of discontinuance filed with the
appropriate court and any and all releases executed in
connection therewith.

5.  Unless otherwise disclosed in this Agreement, the
Company shall provide the E-Cash Shareholder and E-Cash
with all documentation relating to all Stock Plans,
including, without limitation a schedule containing a list
of all persons participating in such plans and the amount
of shares issued to such persons under said plans.

6.  The Company shall provide the E-Cash Shareholder and
E-Cash with written documentation indicating that the
Consulting Agreement between the Company and Mr. Avery
disclosed in the SEC Documents has been terminated with no
further obligation or liability to the Company.

7.  The Company shall prepare Company's Annual Report on
Form 10-KSB in such form as is required by the Exchange Act
and the rules and regulations thereunder so that such
report may be ready for filing as of the Closing Date.

8.  The Company shall have fully and effectively assigned all
of its obligations under the  Lease disclosed in the SEC Documents.

                            SCHEDULE 4.1.5.

             BROKERS OR FINDERS - E-CASH SHAREHOLDERS

                                None

                          [end of schedule]

                           SCHEDULE 4.3.8

                        LIENS ON E-CASH SHARES

                                None

                          [end of schedule]

                             SCHEDULE 5.1

                         E-CASH JURISDICTIONS

                             New Jersey

                          [end of exhibit]

                             SCHEDULE 6.1

                         COMPANY JURISDICTIONS

                               Delaware

                            [end of schedule]

                             SCHEDULE 6.2

                       SUBSIDIARIES OF THE COMPANY

                                 None

                            [end of schedule]

                            SCHEDULE 6.8.1

               SECURITIES OBLIGATIONS OF THE COMPANY

                                 None

                            [end of schedule]

                            SCHEDULE 6.8.2

                 COMPANY OBLIGATIONS - COMPANY SHARES

                                 None

                           [end of schedule]

                            SCHEDULE 6.11

                    BROKERS OR FINDERS - THE COMPANY

                                   None

                             [end of schedule]

                             SCHEDULE 6.12

                           COMPANY LIABILITIES

                                  None

                            [end of schedule]

                             SCHEDULE 6.13

              COMPANY CHANGES SUBSEQUENT TO 12/31/2004

                                  None

                            [end of schedule]

                            SCHEDULE 6.13.14

                         AGREEMENTS OF THE COMPANY

                                   None

                             [end of schedule]

                             SCHEDULE 6.15.2

                    EMPLOYMENT AGREEMENTS - THE COMPANY

                                  None

                            [end of schedule]

                             SCHEDULE 6.16.1

                        COMPANY EXCEPTIONS - TAXES

                                   None

                             [end of schedule]

                               SCHEDULE 6.18

                          INSURANCE MATTERS (COMPANY)

                                   None

                             [end of schedule]

                               SCHEDULE 6.19

                             COMPANY LITIGATION

                                   None

                             [end of schedule]

                               SCHEDULE 6.21

                  COMPANY INTERESTED PARTY TRANSACTIONS

                                   None

                              [end of schedule]

                               SCHEDULE 6.23

                         COMPANY BANKING INFORMATION

                                    None

                             [end of schedule]

                               SCHEDULE 6.26

                      COMPANY EXCEPTIONS - SEC FILINGS

                                   None

                              [end of schedule]

                               SCHEDULE 6.27.1

                          COMPANY STOCK OPTION PLANS

                                     None

                               [end of schedule]

                                 SCHEDULE 6.28

                        COMPANY ENVIRONMENTAL EXCEPTIONS

                                     None

                               [end of schedule]

