EXHIBIT 10.4
XXXX OF SALE (ABSOLUTE)
THIS XXXX OF SALE is made effective the 13th day of March, 2002.
BETWEEN:
XXXXX INTERNATIONAL ENTERPRISES INC., a body corporate
formed pursuant to the laws of the Province of British
Columbia and having its registered office located at 000
Xxxxx Xxxxx, 0000 Xxxxxx Xxxx, Xxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
(the "Vendor")
AND:
KAMA SUTRA MEDIA LTD., a body corporate formed pursuant
to the laws of the province of British Columbia and
having an office for business located at 1107 - 00000
Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Purchaser")
THIS XXXX OF SALE WITNESSES that in consideration of the sum of C$24,750 (the
"Purchase Price") now paid by the Purchaser to the Vendor, the Vendor HAS
CONVEYED AND WARRANTED, assigned, transferred, and set over, and by these
presents DOES CONVEY AND WARRANT, assign, transfer and set over unto the
Purchaser all of the right, title and interest in and to the assets listed in
Schedule "A" attached hereto (the "Assets") AND all right, title interest,
property, claim and demand whatsoever both at law and in equity, or otherwise
howsoever, of the Vendor, of, in, to and out of the same, and every part thereof
(herein called the "Interest").
The Purchase Price shall be paid by the Purchaser to the Vendor by the issuance
of 99 fully paid and non-assessable shares of the Purchaser's common stock at a
price of C$250 per share.
TO HAVE AND TO HOLD the Assets and the Interest and all of the Vendor's right
and title thereto and therein unto and to the use of
the Purchaser for its own use absolutely.
The Vendor hereby represents, warrants and covenants to and with the Purchaser
that:
(a) the Vendor now has good right to transfer the Assets and the
Interest unto the Purchaser in the manner aforesaid and according to
the true intent and meaning of this Xxxx of Sale; and
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(b) the Vendor will from time to time and at all times hereafter
execute such further documents and instruments and do such further
acts and things as may be reasonable required to more effectively
transfer the Assets and the Interest to the Purchaser according to the
true intent and meaning of this Xxxx of Sale.
AND the Vendor agrees that the grants and agreements of the Vendor in this Xxxx
of Sale shall bind the Vendor and its successors and assigns and shall enure to
the benefit of the Purchaser and its successors and assigns.
IN WITNESS WHEREOF the Vendor has executed this Xxxx of Sale on the day and year
first above written.
XXXXX INTERNATIONAL ENTERPRISES INC.
Per:
--------------------------------------
Authorized Signatory
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Schedule "A"
ASSETS
This is Schedule "A" to the Xxxx of Sale dated 13th of March, 2002 by
Xxxxx International Enterprises Inc. in favour of Kama Sutra Media Ltd.
Assets:
965 KamasutraCDs
145 Kamasutra Love Games
Distribution Agreement dated May 19, 2001(as amended February 21, 2002)
between Xxxxx International Enterprises Inc. and Xxxx Xxxxxx.
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