EXHIBIT 6.3
AGREEMENT OF PURCHASE AND SALE
This Agreement made the 5th day of February 1998
BETWEEN:
465628 B.C. Ltd., a British Columbia Company
(hereinafter called "465")
-and-
Infinity Products, Inc., a Nevada Corporation
(hereinafter called "IP")
Where "465" wishes to sell and "IP" wishes to purchase certain Patents, US
5,419,477 and CDN #2108046, hereinafter called Patent Property, the following
shall hereby be considered an agreement freely entered into by the parties:
In consideration of the covenants and agreements herein contained, the parties
agree as follows:
1. TITLE
a) "465" warrants that at the time of execution of this
agreement there are no liens, associated debts,
pending law suits, valid license agreements, or any
encumbrances upon the title of patent property US #
5,419,477 and CDN # 2108046.
b) In the event a court of competent jurisdiction should
rule clear title was transferred in breach of any
agreement previously entered into by "465" shall
refund any shares and moneys paid to date to "465"
for the purchase of patent property and all title of
the said patent property shall revert to "465" upon
any such refund.
2. Patent Assignment
a) Upon signing of this agreement all future bills and
debt to do with the "465" Patent will be born to
"IP".
b) The assignment documents to be prepared by "IP" and
signed by "465" at the time of execution of this
agreement.
The documents shall be sent out to the US and CDN
Patents office upon signing of this agreement.
c) "IP" is responsible for any maintenance fees owing
for Patent registrations to date and submit any such
payment at the time of recording the assignment.
d) At the time of recording assignments in the
respective patent offices "IP" shall record a lien on
the assignments on behalf of "465" with the terms of
payment and dates agreed to in this agreement, until
the balance of payment has been paid to "465" in
accordance with this agreement.
e) Upon the final payment in accordance payment
schedule, "465" shall submit any such release to the
appropriate patent offices.
f) "IP" can not re-assign US Patent #5,419,477 and CDN
Patent #2108046 until all payments have been received
by "465". If both "IP" and "465" agree to any further
assignments all balance of funds must be paid in full
and both parties must agree in writing.
3. Payment Schedule
a) The total purchase price of Patents US 5,419,477 and
CDN #2108046 shall be $50,000.00 US (Fifty Thousand
Dollars USD.) plus any sales taxes, if applicable.
b) 500,000 Shares of Infinity Products, Inc. and "465"
is aware these Shares are restricted stock and do
have a hold period of one year from date of issuance.
THE PAYMENT SCHEDULE SHALL BE AS FOLLOWS;
1) 30 days after "IP" is trading on the NASD BB
OTC a check in the amount of $5,000.00 USD
(Five Thousand USD) is due and payable to
"465"
2) All further payments shall be due and
payable upon the 30th of each month once
"465" receives the first payment
3) Any changes on this schedule must be agreed
in writing by both "IP" and "465".
4) Total balance due is $50,000.00 USD (Fifty
Thousand Dollars USD).
5. Non-Payment
a) "IP" is responsible to make payments on time and to
the schedule above. If "IP" is late by more than a
thirty (30) day period from the schedule than "465"
has the unilateral authority to revoke Patents US
#5,419,477 and CDN# 2108046 in written notice to
"IP".
6. Performance
a) Non-Use: In the event that "IP" makes no substantial
use of the "465" Patent and Product know as "Towel
Buddy" for any six (6) month period after the date of
"IP" first trading on the NASD BB OTC. "465" has the
right to cancel this agreement and retain back US
Patent #5,419,477 and CDN Patent #2108046 on thirty
(30) days written notice to "IP". Substantial use
being-manufacturing contracts, marketing contracts,
distribution contracts.
b) "IP" must have set up a marketing network and
manufacturing subcontractor within the six (6) month
period specified above or this contract becomes null
and void and all US Patents #5,419,477 and CDN Patent
#2108046 retain back to "465". Both "IP" and "465"
must agree in writing for any extensions.
7. Infringement
a) In the event that any infringement of the "465"
Patent comes to the attention of "IP" all further
legal proceedings shall be responsible by "IP".
8. Time is of the Essence
a) Time shall be of the essence of this agreement and
each and every part hereof. Each part of this
agreement undertakes prompt and punctual performance
of the terms of this agreement.
Dated on this 5th of February 1998.
Infinity Products Inc. 465628B.C. Ltd.
per: per:
/s/ /s/
Xxxxx Xxxxxxxxx Xxx Xxxxxxxx
President President
/s/
Xxxxxxx Xxxxxxxxx
Secretary
XXXXXX X. XXXXX
000 Xxxxxx Xxx.
Xxxx Xxxxx, X.X.
X0X 0X0
000-000-0000
465628 B.C. Ltd.
000 Xxxx Xx., Xxxxx 000
Xxxxxxxxx, X.X.
X0X 0X0
Via Fax # 0-000-000-0000
Att: Xxxxxxx Xxxxxxxxx June 1/97
Dear Xxxxxxx:
Please accept this fax as proof of the required documents having been executed
in accordance with the Agreement of Purchase and Sale, by me, and forwarded to
your address as outlined above, via Federal Express priority waybill # .
Please forward today via Federal Express priority, your cheque in the amount of
$9750 (nine thousand, seven hundred, and fifty dollars Cdn.) as the initial
payment in accordance with the Agreement of Purchase and Sale we have agreed to.
Instructions concerning the execution to be performed by 465628 BC. Ltd. are in
the package mentioned above in a complete form. Having signed and performed all
requirements imposed upon me by the Agreement of Purchase and Sale, the
requirement imposed upon 465628 B.C. Ltd. by the Agreement of Purchase and Sale
is to transact the first payment.
I trust this process meets with your approval, and I anticipate a return fax or
phone call confirming the waybill number of the package containing the first
payment, sent to the address at the top of this page.
Sincerely,
/s/
Xxxxxx X. Xxxxx
