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EXHIBIT 10.28
XXXX OF SALE AND ASSIGNMENT
Xxxxxx Xxxx Xxxxxx, doing business as a sole proprietorship under the
names All Valley Carpet, All valley Carpet & Upholstery Cleaning, and All Valley
Restoration Service, and his wife Xxxxxxxx Xxxx Xxxxxx (hereinafter collectively
called "Assignor"), for One Dollar ($1.00) and other valuable consideration to
it in hand paid, receipt of which is hereby acknowledged, by these presents does
sell, assign, transfer and convey unto Venturi Technology Enterprises, Inc., a
Nevada corporation (hereinafter called "Assignee"), its successors and assigns,
the following described property, leases, licenses and intangible property:
All tangible and intangible property, leases and licenses of
every kind and description and wherever situated owned by Assignor or
to which Assignor has any right, title or interest on the date hereof,
excepting only those properties of Assignor listed on Schedule "A"
annexed hereto, and including, without limitation, all of Seller's
Assets as defined in a certain Agreement of Purchase and Sale of
Assets, dated as of July 3, 1998 between Assignor as Seller and
Assignee as Purchaser (the "Agreement"), which includes, without
limitation, the following:
(i) All cash on hand and in bank accounts, notes and loans
receivable from customers, employees and others, marketable securities
and investments, merchandise and all other inventories, packaging and
shipping materials and other supplies and supply inventories, prepaid
insurance, prepaid interest and other prepaid items and deposits, cash
surrender values of all life insurance policies, contracts, choses in
action and causes of action, claims and rights of recovery or setoff of
every kind or character arising out of transactions or events occurring
on or prior to the date hereof irrespective of the date on which any
such cause of action, claim or right may arise or accrue;
(ii) All fixed assets including, without limitation,
leaseholds and leasehold improvements, fixtures, machinery, tools,
equipment, cars and trucks;
(iii) All inventions, patents, transferable licenses,
transferable permits and transferable franchises, trademarks, trade
names, service marks, service names, copyrights, know-how, stationery
and other imprinted material and office supplies, the right to receive
mail and other communications and shipment of merchandise addressed to
Assignor, its goodwill as a going concern, and the Assignor's entire
right to use the name "Complete Carpet Service" or any similar name;
(iv) All Books and records of Assignor;
(v) All contracts, agreements and understandings to which
Assignor is a party or by which Assignor may have any rights or
obligations; and
(vi) All rights to use vendors, suppliers, dealers, brokers
and others, and all rights to deal with and sell to customers, to use
premises used by Assignor, and to rename, sell, buy, lease or assemble
all assets of Assignor.
Assignor hereby authorizes and grants its power of attorney to Assignee
and appoints Assignee and the officers thereof as Assignor's attorney-in-fact to
take any appropriate action in connection with any of said rights, claims,
causes of action and property, in the name of Assignor or in its own or any
other name
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but at its own expense, it being understood that this authorization and power of
attorney are coupled with an interest and irrevocable.
Assignee hereby assumes and agrees to keep, perform and fulfill all of
Assignor's obligations arising after the date hereof with respect to any of the
leases, licenses and intangible property transferred and assigned hereunder.
TO HAVE AND TO HOLD said rights, claims, causes of action, property,
assets, business and goodwill, as a going concern, unto the said Assignee, its
successors and assigns, to and for its use forever.
AND, Assignor does hereby warrant, covenant and agree that it:
(a) has good and marketable title to the properties and assets
hereby sold, assigned, transferred, conveyed and delivered, subject to
such liens and other encumbrances as are disclosed in the Agreement or
any schedules or exhibits thereto; and
(b) will warrant and defend the sale of, and title to, said
properties and assets against all and every person or persons
whomsoever claiming or to claim against any or all of the same.
IN WITNESS WHEREOF, Assignor has caused this instrument to be duly
executed effective this 3rd day of July, 1998.
ASSIGNOR:
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Xxxxxx Xxxx Xxxxxx, doing business under the names All
Valley Carpet, All Valley Carpet & Upholstery Cleaning,
and All Valley Restoration Services
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Xxxxxxxx Xxxx Xxxxxx, his wife
ASSIGNEE:
VENTURI TECHNOLOGY ENTERPRISES, INC., a
Nevada corporation
By:
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Its:
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SCHEDULE "A"
(To Bill of Sale and Assignment)
Excluded Property and Assets
