EX-10.5
AGREEMENT: GARBALIZER MACHINERY CORP AND COMPANY
AGREEMENT
This agreement entered into the date below shown between Garbalizer Machinery
Corporation, a Utah corporation [Garbalizer] and Garb-Oil & Power Corporation, a
Utah corporation [Garb-Oil]
Whereas Garbalizer, on February 25, 1999 entered into a stock exchange agreement
with RecycleNet Corporation of Ontario, Canada [RecycleNet], and
Whereas Garbalizer and RecycleNet agreed that Garbalizer would have, prior to
the closing of said agreement, the right to sell and convey all its existing
assets (including the "Garbalizer" name and logo, patents, machinery designs,
and contract rights) to Garb-Oil in exchange for Garb-Oil's assumption of
existing indebtedness of Garbalizer in the approximate amount of $500,000.00
(U.S.), and
Whereas Garb-Oil is desirous of obtaining said existing assets, the "Garbalizer"
name and logo, patents, machinery designs, and contract rights and further, is
desirous of assuming the existing indebtedness of Garbalizer in the approximate
amount of $500,000.00 (U.S.), and
Whereas the board of directors of both Garbalizer and Garb-Oil have by
resolution authorized their respective corporation to enter into this
transaction and have authorized the officers of their respective corporations to
perform all acts necessary and to execute all documents necessary to effect this
transaction, therefore
Garbalizer, by these presents, hereby convoys all existing assets including all
right, title, and interest in and to the Garbalizer name and logo, patents [as
identified in the attached exhibit], machinery designs, and contract rights by
it possessed.
Garb-Oil, by these presents, and as consideration for the assets above
referenced, hereby assumes all existing indebtedness of Garbalizer in the
approximate amount of $500,000.00 (U.S.).
Dated the 19th day of March, 1999.
GARBALIZER MACHINERY CORPORATION ATTEST:
By /s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------- ----------------------------
President Secretary
GARB-OIL & POWER CORPORATION ATTEST:
By /s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------- ----------------------------
President Secretary
EXHIBIT TO
GARBALIZER/GARB-OIL
AGREEMENT
GARBALIZER SHREDDER PATENTS
U.S. PATENTS
patent #3578252
patent #3708127
patent #3762655
patent #3840187
patent #3893635
patent #3951346
patent #4059236
patent #4082232
patent #4099678
patent #4125228
patent #4176800
patent #4205799
patent #4350308
patent #4927088
INTERNATIONAL PATENTS
Canada patent #1018958
Canada patent #1137949
Switzerland patent #555195
Japan patent #924581
England patent #1441783
France patent #74-02442
Garbalizer Machinery Corporation has the following machinery patents which it
intends to develop and market as funds become available:
Mechanical Waste Receiver patent #3660038
Waste Remover Vehicle [packer truck] patent #3831789
Air Classification patent #3856217
Refuse Processing Equipment [mangler] patent #3966129
Waste Mangler System and Structure patent #3993256
