emxcform8k07142008ex23

E and A Enterprises Trust, and other persons affiliated with E and A Enterprise Trust in Schedule 1 annexed hereto (collectively, “Sellers or E and A”) own 64,000,000 shares of common stock of EMAX Worldwide, Inc and trading under the ticker symbol of “EMXC” on the Pinksheets (the “Shares”);

Purchase. At the Closing (as defined in Section 2.1 below), Sellers severally shall sell, and Purchaser shall purchase, the Shares for a purchase price of $640 at the Closing (the “Purchase Price”), which funds, contemporaneously herewith, is being deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement referred to in Section 3.1 below.

SECTION 2.2 Resignation. Roxanna Weber will resign her position as President and Chairman of the Board but will remain as Secretary and director until other nominees have been evaluated and hired to replace Roxanna Weber. At that time she will also resign all positions as a director and officer of EMXC, and EMXC shall accept such resignations.

SECTION 2.4 Certificate of Absence of Material Adverse Change. Weber shall sign and deliver to Purchaser a certificate stating that, since 12/31/98 , there has been no event or circumstances which has had, or reasonably can be expected to have, a material adverse effect on the business, financial condition or operations of EMXC.

SECTION 3.1 Escrow Agreement. Contemporaneously with the execution and delivery of this Agreement, Sellers, Purchaser and EMXC shall enter into an escrow agreement, in the form of Exhibit 3.1 hereto (the “Escrow Agreement”), with [Sellers’ counsel] as escrow agent (“Escrow Agent”) providing, contemporaneously with its execution, for the deposit with the Escrow Agent of a lease agreement for the use of land owned by Buyer. The Escrow Agreement will include provisions for application of property deposited pursuant thereto..

(a) Weber, prior to the termination of this Agreement, E and A or any other Seller shall not seek to solicit, initiate, knowingly facilitate or encourage (including by way of furnishing or disclosing information) any merger, consolidation, other business combination involving EMXC, acquisition of all or any substantial portion of the assets or capital stock of EMXC or the purchase or other disposition of the Shares, or inquiries or proposals concerning or which would reasonably be expected to lead to, any of the foregoing (an “Acquisition Transaction”) or negotiate, explore or otherwise knowingly communicate in any way with any third party (other than Purchaser or its affiliates, or the Escrow Agent with respect to the Escrow Agreement) with respect to any Acquisition Transaction or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate any transactions expressly contemplated by this Agreement, or contemplated to be a material part thereof.

(b) Notwithstanding the foregoing, in the event that there is an unsolicited written proposal for an Acquisition Transaction from a bona fide financially capable third party that contains no financing contingency, EMXC, in its discretion, shall be permitted to furnish to and communicate with any such party all publicly available information requested by such party. EMXC thereafter, shall promptly advise Purchaser in writing of the identity of such party. In the event that such party requests information in addition to that which is publicly available, EMXC may furnish to and communicate with such third party non-public information only if (i) contemporaneous written notice is given to Purchaser; and (ii) (A) EMXC’s Board of Directors shall have been satisfied that such third party is financially capable, without any financing contingency, of consummating an Acquisition Transaction, (B) EMXC’s Board of Directors shall have been advised, by the opinion of outside counsel to EMXC, that any failure to provide such non-public information to such party would constitute a breach of the fiduciary responsibilities of the Board of Directors to the stockholders of EMXC and (C) the Board of Directors, after weighing such advice, determines that taking such action is more likely than not to lead an Acquisition Transaction and that failing to furnish such information would constitute a breach of the Board’s fiduciary duties.

SECTION 3.3 Access to Information. E and A shall cause EMXC to afford to the Purchaser, the Purchaser’s accountants, counsel, financial advisors and other representatives reasonable access during normal business hours throughout the period prior to the Closing to all properties, books, contracts, commitments and records of EMXC and, during such period, shall furnish promptly (a) a copy of each report, schedule and other documents filed or received by EMXC during such period pursuant to the requirements of federal or state securities laws or filed by EMXC during such period with the SEC in connection with the transactions contemplated by this Agreement or which may have a material effect on its business properties or personnel and (b) such other information concerning EMXC’s business, properties and personnel as the Purchaser shall reasonably request; provided, however, that, no investigation pursuant to this Section 3.3 shall affect any representation or warranty made herein. All non-public documents and information furnished to Purchaser shall be deemed to have been received pursuant to and shall be subject to the provisions of the confidentiality and non-disclosure agreement heretofore entered into between Purchaser and EMXC (the “Confidentiality Agreement”).

SECTION 3.5 Additional Share Issuances and Material Transactions. EMXC agrees that it shall not authorize the issuance of any additional shares of its common stock or enter into any material contracts or agreements after the date hereof and prior to the Closing without first obtaining the consent of Purchaser, which consent shall not be unreasonably withheld.

SECTION 4.1 Organization and Standing. EMXC is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. EMXC has all requisite corporate power to carry on its business as it is now being conducted. The copies of the Certificate of Incorporation and By-laws of EMXC, as amended to date and delivered to Purchaser, are true and complete copies of these documents as now in effect.

SECTION 4.2 Capitalization. The authorized capital stock of EMXC, the number of shares of capital stock which are issued and outstanding and the par value thereof are as set forth in Schedule C hereof. All of such shares of capital stock that are issued and outstanding are duly authorized, validly issued and outstanding, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. Except as set forth in EMXC’s SEC Reports (as defined below) or as otherwise disclosed therein and herein, there are no subscriptions, options, rights or calls or other commitments or agreements to which EMXC is a party or by which it is bound, calling for any issuance, transfer, sale or other disposition of any class of securities of EMXC. Other than as set forth in EMXC’s SEC Reports, there are no outstanding securities convertible or exchangeable, actually or contingently, into common stock or any other securities of EMXC.

SECTION 4.4 No Breaches. The making and performance of this Agreement and the other agreements contemplated hereby by EMXC will not (i) conflict with or violate the Certificate of Incorporation or the by-laws of EMXC, (ii) violate any laws, ordinances, rules, or regulations, or any order, writ, injunction or decree to which EMXC is a party or by which EMXC or any of its material assets, businesses, or operations may be bound or affected or (iii) result in any breach or termination of, or constitute a default under, or constitute an event which, with notice or lapse of time, or both, would become a default under, or result in the creation of any encumbrance upon any material asset of EMXC under, or create any rights of termination, cancellation or acceleration in any person under, any material agreement, arrangement or commitment to which EMXC.

SECTION 4.5 EMXC’s SEC Reports. Except as provided for in Schedule 4.5, EMXC has filed all reports, registrations and other documents, together with any amendments thereto, required to be filed under the Securities Act and the Exchange Act through and as filed as up to the period ending September 31, 1995 (all such reports, registrations and documents filed with the SEC up to the date as of September 31, 1995 are collectively referred to as "EMXC's SEC Reports"). As of their respective dates, EMXC's SEC Reports complied in all material respects with all rules and regulations promulgated by the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since June 30, 1998, there have been no events or circumstances which have, or reasonably can be expected to have, a material adverse effect on the business, financial condition or operations of EMXC.

SECTION 4.6 Title to Shares. Each Seller owns the Shares he or she proposes to sell pursuant to this Agreement free and clear of all liens, claims and encumbrances and,, when such Shares are purchased and paid for pursuant to this Agreement and the Escrow Agreement, Purchaser (or EMXC in the case of the redeemed Shares) shall acquire ownership of such Shares free and clear of all liens, claims and encumbrances created by or through Sellers.

SECTION 5.2 Information. The draft statement on Schedule 14f-1 prepared by Purchaser and furnished to EMXC in anticipation of the execution and delivery of this Agreement insofar as the information contained therein relates to Purchaser, its designees for membership on the Board of Directors of EMXC and its plans or intentions regarding EMXC, satisfies the information requirements of Rule 14f-1 promulgated by the SEC pursuant to the Exchange Act and does not contain any untrue statement of a material fact or omit 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.

SECTION 6.1 Termination. This Agreement may be terminated by either the Purchaser or the Sellers if the Closing does not take place within thirty (30) days from the date hereof provided that a party whose action or inaction the reason for the Closing not taking place shall not have the right to give notice of termination.

SECTION 7.2 Survival of Representations and Warranties. All statements contained in this Agreement or in any certificate delivered by or on behalf of Purchaser and the Sellers pursuant hereto or in connection with the transactions contemplated hereby shall be deemed representations and warranties by Purchaser and the Sellers, as the case may be, hereunder. All representations and warranties made by Purchaser and the Sellers in this Agreement, or pursuant hereto, shall survive the Closing only until November 30, 2008 and no action based thereon may be commenced after such date; provided, however, that all representations and warranties related to any claim asserted in writing prior to the expiration of the above period shall survive until such claim shall be resolved and payment in respect thereof, if any is owing, shall be made; and provided, further, that the representation and warranty contained in Section 4.6 shall survive indefinitely.

SECTION 7.3 Succession and Assignments; Third Party Beneficiaries. This Agreement may not be assigned (either voluntarily or involuntarily) by any party hereto without the express written consent of the other party. Any attempted assignment in violation of this Section shall be void and ineffective for all purposes. In the event of an assignment permitted by this Section, this Agreement shall be binding upon the heirs, successors and assigns of the parties hereto. There shall be no third party beneficiaries of this Agreement.

SECTION 7.4 Notices. All notices, requests, demands, or other communications with respect to this Agreement shall be in writing and shall be (i) sent by facsimile transmission, (ii) sent by the United States Postal Service, registered or certified mail, return receipt requested, or (iii) personally delivered by a nationally recognized express overnight courier service, charges prepaid, to the following addresses (or such other addresses as the parties may specify from time to time in accordance with this Section):

Any such notice shall, when sent in accordance with the preceding sentence, be deemed to have been given and received on the earliest of (i) the day delivered to such address or sent by facsimile transmission or electronic mail, (ii) the fifth business day following the date deposited with the United States Postal Service, or (iii) 24 hours after shipment by such courier service.

SECTION 7.6 ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF UTAH SITUATED IN SALT LAKE CITY COUNTY AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PURCHASER, SELLER AND EMXC ALL HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURT. THE PURCHASER, SELLER AND EMXC EACH HEREBY IRREVOCABLY WAIVES, IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING, (A) ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND (B) THE RIGHT TO INTERPOSE ANY NONCOMPULSORY SET-OFF, COUNTERCLAIM OR CROSS-CLAIM. THE PURCHASER, EACH SELLER AND EMXC EACH IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SET FORTH IN SECTION 7.4 HEREOF.

SECTION 7.8 No Implied Waiver; Remedies. No failure or delay on the part of the parties hereto to exercise any right, power, or privilege hereunder or under any instrument executed pursuant hereto shall operate as a waiver nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights, powers, and privileges granted herein shall be in addition to other rights and remedies to which the parties may be entitled at law or in equity.

SECTION 7.9 Entire Agreement. This Agreement, including the Exhibits attached hereto, and the Confidentiality Agreement sets forth the entire understandings of the parties with respect to the subject matter hereof, and it incorporates and merges any and all previous communications, understandings, oral or written, as to the subject matter hereof, and cannot be amended or changed except in writing, signed by the parties.

		E AND A ENTERPRISES TRUST

		By: ____________________________________
		Name: DiAnne Christmas
		Title: President/Secretary

		EMAX WORLDWIDE, INC.

		By: ______________________________________
		Name: Roxanna Weber
		Title: President

		By: ______________________________________
		Name: Dorliss
		Title: Director

		SLAVOLJUB STEFANOVIC

		By:___________________ _________
		Name: Slavljub Stefanovic
		Title: Principal

		ESCROW AGREEMENT (this "Agreement"), dated as of July 4, 2008,
		by and among Dianne Christmas ("Christmas”), and certain persons
		affiliated with E and A Enterprises Trust identified in the signature
		pages hereof (collectively, “Sellers”), EMAX Worldwide Inc., a Utah
		corporation (the "Company”) and Slavoljub Stefanovic, a resident of
		Florida (“Purchaser”), and Andrew Andrade P.A. (the "Escrow Agent").

The Company, the Sellers and the Purchaser have entered into a Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), pursuant to which the Purchaser has agreed to purchase certain shares of common stock of the Company (“Common Stock”) owned by Sellers (the "Relevant Shares") at a price of $6400. (the “Purchase Price”). The company has also entered into an agreement to pay certain professional fees associated with EMXC for past services. Andrew Andrade is to be paid $36,000, the transfer agent needs to be paid 10,000 to process and mail stock dividends and other fees listed on Schedule A

A. The Escrow Agent is willing to act as escrow agent pursuant to the terms of this Agreement with respect to the Purchase Price to be paid for the Relevant Shares and the delivery of the certificates representing the Relevant Shares being sold to the Purchaser as set forth in the Purchase Agreement (the "Certificates"). The payment of EMXC past due professional service fees to Andrew Andrade to be paid $25,500 will be paid by the purchaser as agreed in the attached payout schedule D.

1. Deposit of Collateral. (a) The Purchaser shall deposit with the Escrow Agent a copy of the Purchase Agreement and this Escrow Agreement, each executed by the Sellers and the Purchaser; and $6400.00. (“Deposit ”). The Company shall deliver to the Escrow Agent (i) the Purchase Agreement signed by the Company and (ii) this Escrow Agreement signed by the Company. The Sellers shall deposit with the Escrow Agent a copy of the Purchase Agreement and this Escrow Agreement executed by the Sellers and certificates, representing the Relevant Shares owned by the Sellers, duly endorsed for transfer, with guarantees of signature.

(c) The Purchaser and the Company understand that all deposited documents and agreements and cash equivalents delivered to the Escrow Agent pursuant to Section 1(a) shall be held in escrow in a non-interest bearing account until the Closing. The parties hereto hereby authorize and instruct the Escrow Agent to promptly effect those stages contemplated by Article II of the Purchase Agreement to be effected as part of the Closing.

(a) The Escrow Agent shall hold the Collateral and the Relevant Shares in escrow until the earlier to occur of (i) the receipt by the Escrow Agent of a notice, executed by each of the Company, the Sellers and the Purchaser, stating that the Closing under the Purchase Agreement is to take place and directing the disposition of the Escrow Fund in the manner set forth in the Purchase Agreement or (ii) as set forth in subparagraph (b) below.

(b) If the Escrow Agent, prior to delivering or causing to be delivered the Escrow Fund in accordance herewith, receives notice of objection, dispute, or other assertion in accordance with any of the provisions of this Agreement, the Escrow Agent shall continue to hold the Escrow Fund until such time as the Escrow Agent shall receive (i) written instructions jointly executed by the Purchaser, Sellers and the Company, directing distribution of such Escrow Fund, or (ii) a certified copy of a judgment, order or decree of a court of competent jurisdiction, final beyond the right of appeal, directing the Escrow Agent to distribute said Escrow Fund to any party or parties hereto or as such judgment, order or decree shall otherwise specify (including any such order directing the Escrow Agent to deposit the Escrow Fund into the court rendering such order, pending determination of any dispute between any of the parties). In addition, the Escrow Agent shall have the right to deposit any of the Escrow Fund with a court of competent jurisdiction without liability to any party if said dispute is not resolved within 15 days of receipt of any such notice of objection, dispute or otherwise.

(a) The parties hereto agree that the duties and obligations of the Escrow Agent are only such as are herein specifically provided and no other. The Escrow Agent's duties are as a depositary only, and the Escrow Agent shall incur no liability whatsoever, except as a direct result of its willful misconduct or gross negligence.

(c) The Escrow Agent shall not be bound in any way by the terms of any other agreement to which the Purchaser, Sellers, and the Company are parties, whether or not it has knowledge thereof, and the Escrow Agent shall not in any way be required to determine whether or not any other agreement has been complied with by the Sellers, Purchaser and the Company. The Escrow Agent shall not be bound by any modification, amendment, termination, cancellation, rescission or super session of this Agreement unless the same shall be in writing and signed jointly by each of the Purchaser, the Sellers and the Company, and agreed to in writing by the Escrow Agent.

(d) If the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands which, in its opinion, are in conflict with any of the provisions of this Agreement, it shall be entitled to refrain from taking any action, other than to keep safely all property held in escrow, until it shall jointly be directed otherwise in writing by the Purchaser, the Sellers and the Company or by a final judgment of a court of competent jurisdiction.

(e) The Escrow Agent shall be fully protected in relying upon any written notice, demand, certificate or document which it, in good faith, believes to be genuine. The Escrow Agent shall not be responsible for the sufficiency or accuracy of the form, execution, validity or genuineness of documents or securities now or hereafter deposited hereunder, or of any endorsement thereon, or for any lack of endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, security or endorsement.

(g) If the Escrow Agent at any time, in its sole discretion, deems it necessary or advisable to relinquish custody of the Escrow Fund, it may do so by delivering the same to any other escrow agent mutually agreeable to the Purchaser and the Company and, if no such escrow agent shall be selected within three days of the Escrow Agent's notification to the Purchaser, the Sellers and the Company of its desire to so relinquish custody of the Escrow Fund, then the Escrow Agent may do so by delivering the Escrow Fund (a) to any bank or trust company in the County, City and State of New York, which is willing to act as escrow agent thereunder in place and instead of the Escrow Agent, or (b) to the clerk or other proper officer of a court of competent jurisdiction as may be permitted by law. The fee of any such bank or trust company or court officer shall be borne by the Company. Upon such delivery, the Escrow Agent shall be discharged from any and all responsibility or liability with respect to the Escrow Fund and the Company, Sellers and the Purchaser shall promptly pay to the Escrow Agent all monies which may be owed it for its services hereunder, including, but not limited to, reimbursement of its out-of-pocket expenses pursuant to paragraph (i) below.

(h) This Agreement shall not create any fiduciary duty on the Escrow Agent's part to the Purchaser, the Sellers or the Company, nor disqualify the Escrow Agent from representing either party hereto in any dispute with the other, including any dispute with respect to the Escrow Fund. The parties understand that the Escrow Agent has acted and will continue to act as counsel to the Sellers and the Company in connection with the Purchase Agreement and the transactions contemplated thereby.

(i) The reasonable out-of-pocket expenses paid or incurred by the Escrow Agent in the administration of its duties hereunder, including, but not limited to, postage, all outside counsel to the Escrow Agent and advisors' and agents' fees and all taxes or other governmental charges, if any, shall be paid by the Company.

(a) The Purchaser, Sellers and the Company, jointly and severally, hereby indemnify and hold the Escrow Agent harmless from and against any and all losses, damages, taxes, liabilities and expenses that may be incurred by the Escrow Agent, arising out of or in connection with its acceptance of appointment as the Escrow Agent hereunder and/or the performance of its duties pursuant to this Agreement, including, but not limited to, all legal costs and expenses of the Escrow Agent incurred defending itself against any claim or liability in connection with its performance hereunder, provided that the Escrow Agent shall not be entitled to any indemnity for any losses, damages, taxes, liabilities or expenses that directly result from its willful misconduct or gross negligence.

(a) All notices, requests, demands and other communications hereunder shall be in writing, with copies to all the other parties hereto, and shall be deemed to have been duly given when (i) if delivered by hand, upon receipt, (ii) if sent by telecopier, upon receipt of proof of sending thereof, (iii) if sent by Express Mail, Federal Express or other express delivery service (receipt requested), the next business day or (iv) if mailed by first-class registered or certified mail, return receipt requested, postage prepaid, upon receipt, in each case if delivered to the following addresses:

Schedule A Liabilities


Short Term Liabilities	Total Due

Legal fees to Attorney Andrew Andrade
EMXC	26,000
Gold Rush Investments	10,000

Corporate Office Annual Renewal Fees	700

State of Delaware Sales Tax	3200

Transfer Agent and Dividend Transfer Fees	12,000
(printing new dividend certificates, mailing etc)

Auditor Retainer
In future	5,000

Sec Attorney Retainer	5,000
In Future

Fees owed to DTC and Nobos	2700

Fees for filings to SEC forms and Press	2000

ScheduleB
Authorized Common Shares	1,400,000,000

Issued and Outstanding Shares	1.135,859,000
Restricted Shares	883,045,102
Shares Freely Trading	251,328,612
Shares Stopped	491,650



Authorized Preferred Stock	40,000,000
Issued and Outstanding Authorized Shares	0

		E AND A ENTERPRISES TRUST

		By: ______________________________________
		Name: DiAnne Christmas
		Title: Trustee



		Slavljub Stefanovic

		By: ______________________________________
		Name: Slavljub Stefanovic
		Title: Principal



		M. Andrew Andrade P.A.

		By: ______________________________________
		Name: Manuel A Andrade
		Title: Attorney

		PURCHASE AGREEMENT dated July 4, 2008, among DiAnne
		Christmas and E and A Enterprise Trust. ("E and A”), EMAX
		WORLDWIDE, INC.., a Utah corporation (“EMXC”) and Slavoljub
		Stefanovic (“Purchaser”).