EXHIBIT 10.2
PURCHASE AND ASSIGNMENT OF PROMISSORY NOTE
THIS AGREEMENT AND ASSIGNMENT made this 10th day of May 2001.
BETWEEN:
XXXXXX X. XXXXXX
(the "Purchaser")
- and -
TALK VISUAL CORPORATION
(the "Vendor")
WITNESSES THAT:
WHEREAS the Vendor is a holder of a promissory note (the "Promissory Note"), a
copy of which is attached as Schedule "A" hereto, dated March 31, 1999 made by
THE ONTARIO INTERNATIONAL CORPORATION ("TOIPC") pursuant to which TOIPC
acknowledges itself indebted to and promises to pay on demand to or to the order
of the Vendor the principal amount of FOUR HUNDRED AND SEVENTY-FIVE THOUSAND
UNITED STATES DOLLARS (C$475,000.00) with interest at the rate of Ten Per Cent
(10%) per annum as more particularly described in the Promissory Note;
AND WHERAS the Vendor has agreed to assign the Promissory Note to the Purchaser
pursuant to a purchase agreement dated May 10, 2001 (the "Purchase Agreement")
under which the Purchaser is to pay US$355,000.00 in exchange for the TOIPC
Shares (as defined in the Purchase Agreement) and the assignment of the benefit
of the Promissory Note;
NOW THEREFORE in consideration of the mutual covenants contained in this
agreement and assignment (this "Assignment Agreement"), and in part
consideration of the sum of US$355,000.00 payable by the Purchaser to the Vendor
upon completion of the Purchase Agreement and for other good and valuable
consideration the parties hereto agree as follows:
1. The Vendor confirms that it has sold, assigned and transferred and for
greater certainty, hereby sells, assigns and transfers to the
Purchaser, free and clear of any mortgage, charge, lien, security
interest, adverse claim or other encumberance whatsoever, the
Promissory Note.
2. The Vendor acknowledges receipt of the sum payable on the Closing Date
as defined under the Purchase Agreement.
3. This Assignment Agreement shall be constructed, interpreted and
enforced in accordance with, and the respective rights and obligations
of the parties shall be governed by, the laws of the Province of
Ontario and the federal laws of Canada applicable therein, and each
party hereby irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of such province and all
courts competent to hear appeals therefrom.
IN WITNESS WHEREOF this Assignment Agreement has been executed as of the day and
date first above written.
TALK VISUAL CORPORATION
Per:__________________________
Name: Xxxxxx Xxxxx
Title: President
Per:__________________________
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
)
)
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Witness ) XXXXXX X. XXXXXX
