EXHIBIT 10.3
LEASE CANCELLATION AND EQUIPMENT SALE AGREEMENT
This Agreement is dated effective this 1st day of May, 1997 between Liberty
Capital Corp., a Colorado corporation ("Liberty") and Xxxxxx Industries, Inc.,
a Colorado corporation ("Xxxxxx"), pertaining to cancellation of that certain
Lease Agreement effective May 1, 1995 between Xxxxxx as Lessee and Liberty as
Lessor, which Lease Agreement is incorporated herein by reference, and
pertaining to the purchase and sale of the equipment subject to such Lease
Agreement.
RECITALS
I. The Lease Agreement expired on April 30, 1997 with Xxxxxx owing $23,200
in back lease payments to Liberty.
II. Xxxxxx desires to purchase the equipment subject to the Lease Agreement
and to repay back lease payments owed Liberty with common stock of Xxxxxx.
III. Liberty is willing to accept payment for the equipment and back lease
payments with common stock of Xxxxxx.
IV. The agreed valuation of the equipment is its original cost or $60,800.
V. The parties desire to set forth herein the terms of their agreement
concerning cancellation of the Lease Agreement and purchase and sale of the
leased equipment.
AGREEMENT
IT IS THEREFORE AGREED:
1 Xxxxxx agrees to pay $23,200 in back lease payments to Liberty in the form
of unregistered Common Stock at the exchange rate of $0.015 per share, or
1,546,666 shares and Liberty agrees to accept payment for such back lease
payments in such form, without interest or penalty pursuant to the Lease
Agreement.
2 Liberty, in exchange for such payment waives and releases all claims,
rights and causes of action it may have against Xxxxxx arising under the
referenced Lease Agreement and agrees to the cancellation of such Lease
Agreement as of May 1, 1997.
3 Xxxxxx further agrees to purchase the equipment subject to the Lease
Agreement at an agreed value of $60,800 which is the original purchase price of
the equipment by Liberty pursuant to the former equipment lease agreement
purchased by Liberty from the original Lessor of the equipment.
4 The purchase price for the equipment shall be paid in the form of
unregistered and restricted common stock of Xxxxxx valued at $0.015 per share
or 4,053,333 shares.
5 Xxxxxx and Liberty agree that the equipment is hereby sold "as is" and
"where is" with no express or implied warranty of any kind except that title to
the equipment is transferred free and clear of any liens or encumbrances of any
nature and free and clear of claims of creditors of Liberty or any party
claiming by or through Liberty.
6 The equipment subject to the Lease Agreement being conveyed hereby are
listed in the form of Xxxx of Sale to be executed by the parties
contemporaneously with this Agreement, attached hereto as Exhibit "A" and
incorporated herein by reference.
7 The parties mutually represent and warrant to each other that the
individuals executing this Agreement have due authorization to enter into this
Agreement and to bind the respective corporations, their officers, directors
and shareholders and that by doing so, they are not violating any express or
implied agreement with any third party or agency of the United States government
or any states government, nor the corporate laws of their respective states of
incorporation, which would serve to invalidate or nullify the terms of this
Agreement.
8 The parties agree to cooperate in the preparation, execution and/or filing
of such other and further agreements, documents and make any required corporate
or other filings necessary to effectuate fully the intent of this Agreement.
This shall constitute the entire agreement of the parties hereto, all former
oral and written agreements being deemed merged into this Agreement. This
Agreement shall be binding upon the officers, directors and shareholders of
each respective party, their respective heirs, successors and assigns. This
Agreement may be executed in counterparts, each counterpart being deemed one
and the same agreement.
DATED EFFECTIVE THIS 1ST DAY OF MAY, 1997, CONFIRMED AND AGREED TO BY THE
PARTIES BY THE UNDERSIGNED DULY AUTHORIZED AGENTS FOR THE RESPECTIVE PARTIES.
XXXXXX INDUSTRIES, INC. LIBERTY CAPITAL CORP.
________________________ ______________________
Xxxxxxx X. Xxxxx, CEO Xxxxxxx X. Xxxxxxx VP/Secy
XXXX OF SALE
The following equipment is sold for value received by Liberty Capital Corp., a
Colorado corporation to Xxxxxx Industries, Inc., a Colorado corporation on May
1, 1997, pursuant to that certain Lease Cancellation and Equipment Sale
Agreement dated effective May 1, 1997, between the parties hereto, as
incorporated herein by reference.
1. One (1) Teaneck Graphics Fast Draw Vacuum System S/N FDVS098546.
2. One (1) W224 Webcom-D Press Model No. 205-624 w/Tint-a-Web and Spare
tinting rollers S/N# 189-66 w/Dalgrehn Dampeners, Ink Aggetator & Web Guides,
and One (1) XX Xxxxxx Model 25B/5U.
3. One (1) Cheshire Model Labelling Machine (3 pieces) w/Model 539 head & 12'
Conveyor - Model 557-4-S/N# 1813; 525 Base
4. One (1) Xxxx Folder Series 420A Model No. 20x29 w/2 Right Angles, 16 Pager
S/N SE3-129 on folder; Two right angles: Model 3RA - 11x20, series 000X - X/X
XX 0-000 Xxxxx 0XX - 00x00, series 420A - S/N SE 3-127.
5. Plus all attachments, accessories, appurtenances, accessions and
substitutions.
LIBERTY CAPITAL CORP., SELLER
By: _________________________
Xxxxxxx X. Xxxxxxx VP/Secy
XXXXXX INDUSTRIES, INC., BUYER
By: ____________________________-
Xxxxxxx X. Xxxxx, CEO
MODIFICATION AGREEMENT
To
LEASE CANCELLATION AND EQUIPMENT SALE AGREEMENT
Dated May 1, 1997
This Agreement modifies that Lease Cancellation and Equipment Sale Agreement
dated May 1, 1997 (the "Agreement") to correct valuation of the equipment
transferred from $60,800 to $42,800 to reflect that one piece of equipment
subject to the underlying lease referred to in the Agreement had already been
sold to the Company and the valuation at fair market value did not reflect the
sale of such equipment.
The parties to the referenced agreement agree to modify the consideration paid
for such equipment to reflect this change. All other terms of such agreement
remain in full force and effect.
Dated this 20th day of March, 1998.
XXXXXX INDUSTRIES, INC. LIBERTY CAPITAL CORP.
/S/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx, CEO Xxxxxxx X. Xxxxxxx, VP/Secy.
