EXHIBIT 10.1
TRANSFER OF ASSETS AGREEMENT BETWEEN CRYSTALIX GROUP
INTERNATIONAL AND XXXX XXXXXXXX
TRANSFER OF ASSETS AGREEMENT
BETWEEN CRYSTALIX GROUP INTERNATIONAL
AND XXXX XXXXXXXX ("PARTIES")
This Assets Agreement ("Agreement") is dated for reference purposes only as of
October 21, 2005, and is effective as of the date all parties sign Agreement
("Effective Date"). This Agreement is between Crystalix Group International,
Inc. ("Company") a Nevada corporation having an office located at 0000 Xxxxx
Xx., Xxx. X, Xxx Xxxxx, XX 00000, and Xxxx Xxxxxxxx ("Janssens").
FACTUAL BACKGROUND
A. Company desires return of stock and Janssens desires to return stock.
X. Xxxxxxxx desires to certain assets from Company and Company desires to
transfer to Janssens same certain assets.
C. Company and Janssens desire to agree as set forth below.
D.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises and understandings herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
AGREEMENT
1) FACTUAL BACKGROUND. The above-listed Factual Background is incorporated
into this Agreement in its entirety and expressly made a part of this
Agreement. All dollar amounts are in United States Dollars, unless
expressly written as otherwise. Without prejudice to any other rights of
Company under this Agreement, time is of the essence regarding all
payments due under this Agreement. All information Parties must provide
under this Agreement must be in English.
2) COMPANY AGREES. The Company will:
A) To provide to the Berlin office, one refurbished Xxxx XX in good
working order for Janssens.
B) To provide the additional parts necessary to the Berlin office to
convert the Xxxx XX to a Portrait machine equal to the machines
currently in use at our Las Vegas facility.
C) Ship to Berlin office for Janssens one Geometrix Camera, laptop and
software in good working order.
3) JANSEENS AGREES. Janssens will:
A) Return to Company; Common Stock Certificate and Originally Signed
Stock Transfer Form for #3053 representing 2,796,000 shares, and
Originally Signed Stock Transfer Form for Certificate #P1017
representing 110,000 Preferred Shares of Company.
B) Resign any and all positions as an officer and director of Company.
3) ENTIRE AGREEMENT; MODIFICATION AND WAIVER. This Agreement contains the
complete and exclusive statement of this Agreement between the parties
with respect to the subject matter hereof, and supersedes any previous
understandings, communications, commitments or agreements, oral or
written. This Agreement may not be changed in any respect except by a
writing duly executed and delivered by Company and Janssens. No term or
condition of this Agreement will be considered as waived unless such
waiver is in writing and duly executed by an officer or duly authorized
representative of the waiving party. Any waiver by either party of a
breach of any term or condition of this Agreement will not be considered
as a waiver of any subsequent breach of this Agreement.
4) GOVERNING LAW; JURISDICTION AND VENUE. This Agreement and all questions
relating to its validity, interpretation, performance ad enforcement
(including, without limitation, provisions concerning limitations of
action), will be governed by and construed in accordance with the laws of
the state of Nevada. In the event of any dispute arising under this
Agreement, exclusive jurisdiction and venue shall be in the state and
federal courts located in Xxxxx County, Nevada.
5) NOTICES. Any notice, consent, approval, request, demand or other
communication required or permitted under this Agreement must be in
writing to be effective and will be deemed delivered and received when:
(a) personally delivered or if delivered by facsimile, when electronic
confirmation is actually received by the party to whom notice was sent, or
(b) if delivered by mail whether actually received or not, at the close of
business on the third business day following the day when placed in the
United States Mail, postage prepaid, certified or registered mail, return
receipt requested, at the addresses set forth below (or to such other
address as any party will specify by written notice so given), and will be
deemed to have been delivered as of the date so personally delivered or
mailed. The address of Company for purposes of this paragraph is as
follows:
Company:
Crystalix Group International, Inc.
0000 Xxxxx Xxxxx
Xxxxx X
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxx Xxx
Facsimile: (000) 000-0000
Janssens: (NEED ADDRESS)
6) ATTORNEYS' FEES AND COSTS. If any legal action or any other proceeding is
brought for the enforcement of this Agreement, or if a dispute arises
under this Agreement, the prevailing party will be entitled to recover
reasonable attorneys' fees
and other costs incurred in that action or proceeding, in addition to
any other relief to which it may be entitled.
7) SEVERABILITY. If for any reason whatsoever, any one or more of the
provisions of this Agreement will be held or deemed to be illegal,
inoperative, unenforceable or invalid as applied to any particular case or
in all cases, such circumstances will not have the effect of rendering
such provisions illegal, inoperative, unenforceable or invalid in any
other case or of rendering any other provisions of this Agreement illegal,
inoperative, unenforceable or invalid.
8) CAPTIONS. The captions contained herein are not a part of this Agreement.
They are only for the convenience of the parties and do not in any way
modify, amplify or give full notice of any of the terms, covenants or
conditions of this Agreement.
9) CONSTRUCTION. For purposes of this Agreement, the language of the contract
will be deemed to be the language of both parties and neither party will
be construed as the drafter.
All facsimile signatures hereon will be deemed original for all purposes.
IN WITNESS WHEREOF, the parties hereto acknowledge their acceptance to the
express terms and conditions contained in this Agreement by affixing their
respective signatures below.
COMPANY: CRYSTALIX GROUP INTERNATIONAL, INC.
By: /s/ XXXXXXX X. XXX
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Its: PRESIDENT
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Date: OCTOBER 22, 2005
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Witness: /s/ XXXX XXXXXXXXX 10-22-05
Print
Name: XXXX XXXXXXXXX
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JANSSENS: XXXX
XXXXXXXX: /s/ XXXX XXXXXXXX
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Date: OCTOBER 22/ 2005
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Witness: /s/ XXXXXXXXXXX DEBORATL
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Print
Name: XXXXXXXXXXX DEBORATL
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