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Exhibit 10(i)(a)(3)
ASSIGNMENT OF SALES AGREEMENT
THIS AGREEMENT made this 22nd day of January, 1996 by and between
Inflo-Liquid Dispensing Corporation, a corporation formed under the laws of the
Dominion of Canada ("Assignor") and Inflo North America Limited, formed under
the laws of the Province of Ontario ("Assignee").
WHEREAS the Assignor as Vendor and Diverse Products Incorporated, a corporation
formed under the laws of the State of Ohio ("Diverse") have entered into and
executed a certain Sales Agreement dated May 5, 1995 (the "Contract"), a copy of
which is set forth as Exhibit A and attached hereto and forming a part hereof;
AND WHEREAS by assignment dated May 9, 1995 Diverse assigned and set over to
Health Xxxxxxx Corporation, a corporation formed under the laws of the State of
Nevada (the "Master Marketer") all of its right , title and interest in and to
the Contract;
AND WHEREAS the Assignor has by licence agreement dated January 22, 1996
licenced certain of its intellectual property rights to the Assignee, which
rights will permit the Assignee to fulfil the Assignor's obligations to the
Master Marketer under the Contract;
AND WHEREAS the Assignor now desires to grant, transfer, assign and set over to
Assignee all of the Assignor's right, title and interest in and to the Contract.
NOW THEREFORE, in consideration of $2.00 now paid by the Assignee to the
Assignor and other good and valuable consideration, the receipt, amount and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Assignor hereby assigns to Assignee all of the Assignor's rights, title and
interest in and to the Contract
2. Assignee hereby accepts the assignment and agrees to assume and be liable
for any and all of the duties, obligations and responsibilities of the
Assignor under the terms of the Contract.
3. This assignment is binding on and inures to the benefit of the parties
hereto, their heirs, legatees, devisees, administrators, executors,
successors and assigns.
4. This Assignment shall be governed by the laws of the Province of Ontario.
IN WITNESS WHEREOF the parties hereto have hereunto duly
executed this Assignment as of the day and year first above written.
INFLO NORTH AMERICA LIMITED
Per: /s/ Xxxx Xxxx
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IN-FLO LIQUID DISPENSING
CORPORATION
Per: /s/ Xxxx Xxxx
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Acknowledged and accepted as evidenced by
the execution of Health Xxxxxxx Corporation: HEALTH XXXXXXX CORPORATION
Per: /s/ X. X. Xxxxx
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Title CEO
