Exhibit 10.03
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made, and entered into,
effective as of the 15th day of February, 2001, by, and between, Canadian
Rockport Homes, Ltd., a British Columbian corporation ("CRH") and TWiC Housing
Corp., a British Columbian Corporation ("TWiC"). This Asset Purchase Agreement
hereby modifies and supersedes the Letter of Intent between the parties, dated
February 17, 2000. With respect to any differences between the terms of the
Letter of Intent and the terms of this Agreement, the terms and conditions of
this Agreement shall govern and control.
RECITALS:
A. TWiC owns the assets described in detail in paragraph 2 of this
Agreement ("Assets").
B. CRH desires to purchase, and TWiC desired to sell, the Assets on the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises made herein, the
parties hereto agree as follows:
(1) Effective Date. The effective date of the Agreement shall be as of
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February 15, 2001 and all Assets shall be transferred by TWiC to CRH on that
date.
(2) Purchase and Sale. Subject to the terms and conditions contained
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herein, TWiC hereby transfers and sells to CRH, and CRH hereby purchases from
TWiC, the Assets, as hereinafter defined.
As used herein, the term "Assets" shall include all intellectual property
assets of TWiC, including, without limitation, all intellectual property used in
connection with the TWiC System for the construction of housing. Such
intellectual property includes, without limitation, all right, title and
interest of TWiC in, and to, all such registered and unregistered patents, trade
and brand names, copyrights, designs, industrial property, restrictive
covenants, software, trademarks and servicemarks, patents, trade processes and
procedures, all developmental products and prototypes, processes, and,
specifically, the trade name "TWiC". The term "Assets" also includes all
improvements to, modifications of, derivatives from and developments to (whether
theoretical, in development, or completed) any intellectual property or
technology.
A list of the Assets described above in this paragraph 2 is attached hereto
as Exhibit "A". Exhibit "A" has been prepared by TWiC.
(3) Purchase Price. Upon closing, CRH shall pay to TWiC or TWiC's designee
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2,000,000 shares of the restricted common stock of Canadian Rockport Homes
International, Inc., a Delaware corporation which is not currently publicly
trading.
(4) Non-Interference. After the closing of this Agreement, TWiC shall do
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nothing which shall interfere in any way with the ability of Canadian Rockport
International, Inc. or any of its subsidiaries, including CRH, to transact
business. TWiC further agrees not to compete with Canadian Rockport
International, Inc. or any of its subsidiaries, including, without limitation,
CRH, in manufacturing, marketing, licensing, distributing, selling, or
developing buildings of any sort using the TWiC System or any derivative
thereof.
(5) Representations and Warranties of TWiC. TWiC and its principals warrant
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and represent that:
(a) TWiC is legally authorized to enter into this Agreement and TWiC's
entry into this Agreement will not violate any other agreement, covenant, or
condition to which TWiC or any of its principals is a party;
(b) TWiC owns all right, title and interest in the Assets, including all
intellectual property rights in the TWiC System. There are no liens or
encumbrances on any of the Assets. There is no person other than TWiC which
owns or claims to own any right, title, or interest in the Assets. No current
or former ownership, officer, employee, agent, or consultant of TWiC owns, or
claims to own, any right, title, or interest in any of the Assets being sold
herein;
(c) Except as provided herein, there is no threatened or pending
litigation or claim against TWiC or affecting the Assets in any way;
(d) All of the records and documents, including financial records
provided to CRH by TWiC are genuine, accurate, and what they purport to be.
TWiC is aware of no claim that the TWiC System being acquired by CRH in this
Agreement does not function as represented by TWiC;
(e) TWiC has not transferred, assigned, sold, liened, or encumbered any
right, title, or interest in any intellectual property, including the TWiC
System, during the past twenty (20) years;
(f) TWiC and its principals shall execute any document reasonably necessary
to transfer the assets being acquired herein, including any documents necessary
to transfer any patent held by TWiC;
(g) TWiC has taken and will take all reasonable security measures to
protect the secrecy, confidentiality and value of all Intellectual Property
Rights transferred in accordance with this Agreement. TWiC has not taken any
action or, to its knowledge, failed to take any action that directly or
indirectly caused the proprietary information contained in the Assets to enter
the public domain or to, in any way, cause the value or TWiC's absolute and
unconditional ownership thereof be affected;
(h) TWiC is an accredited investor as that term is defined in Rule 501(a)
of Regulation D, promulgated under the Securities Act of 1933, as amended;
(i) The use of the Assets as contemplated by this Agreement and the
transfer of the Assets by TWiC to CRH shall not infringe or conflict with the
rights of any third person under U.S. or Canadian law or under the law of
Intellectual Property Rights anywhere else in the world;
(j) TWiC has complied with, and is not in violation of any applicable
federal, state, or local statute, law, rule, or regulation affecting any of its
assets or its business; and
(k) The representations and warranties of TWiC shall survive on the
closing of the Agreement.
(6) Representations and Warranties of CRH. CRH warrants and represents
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that:
(a) CRH is legally authorized to enter into this Agreement and CRH's entry
into this Agreement will not violate any other agreement, covenant, and
condition to which CRH is a party;
(b) CRH is a corporation formed, existing, and in good standing under, and
by virtue of, the laws of the Province of British Columbia, Canada;
(c) One Hundred Million (100,000,000) Shares of common stock, with a par
value of $.001, is currently authorized and no preferred stock is currently
authorized by Canadian Rockport International, Inc.; and
(d) The representations and warranties of CRH will survive on the closing
of the Agreement.
(7) Parties to Bear Own Costs. CRH and TWiC shall each bear their own costs
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and expenses with respect to the negotiations, preparation and entry into this
Agreement. CRH and TWiC also represent that there are, and were, no brokers
involved.
(8) Bulletin Board Stock. It is anticipated that Canadian Rockport
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International, Inc. shall be trading on the NASD Bulletin Board subsequent to
the approval of its S-1 registration and the completion of the offering so
registered. It is further intended that Canadian Rockport International, Inc.
will ultimately be listed on the NASDAQ.
(9) Compensation to TWiC. As consideration for the Assets transferred in
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accordance with paragraph 2, TWiC shall be paid 2,000,000 shares of restricted
common stock as set forth in paragraph 3. Such stock shall be legended so that
it cannot be sold or transferred except in accordance with the following
timetable:
(a) 100,000 shares three (3) months after the commencement of trading.
These shares shall be registered in order to permit them to be tradeable on such
date;
(b) 100,000 shares six (6) months after the commencement of trading.
These shares shall be registered in order to permit them to be tradeable on such
date;
(c) 100,000 shares nine (9) months after the commencement of trading.
These shares shall be registered in order to permit them to be tradeable on such
date;
(d) 100,000 shares twelve (12) months after the commencement of trading.
This stock should be tradeable in accordance with Rule 144;
(e) 200,000 shares eighteen (18) months after the commencement of trading.
This stock should be tradeable in accordance with Rule 144;
(f) 200,000 shares two (2) years after the commencement of trading. This
stock should be tradeable in accordance with Rule 144;
(g) 400,000 shares three (3) years after the commencement of trading.
This stock should be tradeable in accordance with Rule 144; and
(h) All untraded stock four (4) years after the commencement of trading.
This stock should be tradeable in accordance with Rule 144.
(10) Restriction on Sale. TWiC agrees and understands that neither CRH nor
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Canadian Rockport International, Inc. can guarantee that TWiC or its designee
shall be able to sell its shares at any specific time or any specific price and
that the ability of TWiC to sell its shares shall be governed by the prevailing
market conditions and securities law at the time of the proposed sale.
(11) Lombard Developments, Inc. CRH shall reasonably cooperate with Lombard
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Developments, Inc. to develop the use of TWiC technology in Jamaica. However,
Lombard Developments, Inc. shall be required to enter into a reasonable contract
to protect the trade secret and confidential nature of the technology and to
reimburse CRH for its efforts on behalf of Lombard Developments, Inc.
(12) Applicable Law. The rights and obligations of the parties shall, at
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all times, be subject to the requirements of applicable securities laws, rules,
and regulations.
(13) Price Assurance. CRH guarantees TWiC that the market price of the
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Canadian Rockport Homes International Stock being received by TWiC under this
Agreement shall exceed $2.50 Canadian within four years of the commencement of
trading. If the Stock does not reach such price within such period, CRH shall
provide TWiC with sufficient additional Canadian Rockport Homes International
Stock in order that the number of additional shares plus 2,000,000 times the
highest market price of such stock during the four year period equals $5,000,000
Canadian.
(14) Notices. All notices or other communications required or permitted
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hereunder shall be in writing and shall be personally delivered or sent by
registered or certified mail, postage prepaid, return receipt requested,
telegraphed, or sent by facsimile transmission and shall be deemed received upon
the earlier of (i) if personally delivered, the date of delivery to the address
of the person to receive such notice; (ii) if sent by certified or registered
mail, three (3) business days after the date of mailing; (iii) if given by
telegraph, one (1) business day after the date delivered to the telegraph
company, with charges prepaid; or (iv) if given by facsimile transmission, the
date transmitted. Any notice, request, demand, direction or other communication
sent by telegraph or facsimile transmission must be perfected within forty-eight
(48) hours by mailing a copy in the United States Mail, first class, postage
prepaid.
To TWiC: Xxxxx Xxxxxx, President
TWiC Housing Corp.
#000 - 0000 Xxxxxxx
Xxxxxxxx, X.X.
X0X 0X0 Xxxxxx
To CRH: Xxxxxxx X Xxxxxx, President
Canadian Rockport Homes, Ltd.
Xxxxx 000
000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0 Xxxxxx
Notice of change of address shall be given by written notice in the manner
detailed in this paragraph. Rejection or other refusal to accept or the failure
to deliver due to any change of address of which no notice was given shall not
effect the time at which such notice shall be deemed to have been given and
shall constitute receipt of such communication.
(15) Severability. Each and every provision of this Agreement is severable
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from each and all of the other provisions of this Agreement. In the event that
any provision of this Agreement is for any reason unenforceable, the balance of
the Agreement shall nonetheless remain in full force and effect.
(16) Entire Agreement. This Agreement constitutes the entire understanding
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and agreement of the parties with respect to the subject matters referred to
herein. No representation, covenant, undertaking, promise, or other prior or
contemporary agreement, whether oral or written, respecting such subject
matters, which is not specifically contained herein, shall be deemed in any way
to exist or bind any of the parties hereto. The parties hereto acknowledge that
each party has not executed this Agreement in reliance on any promise,
representation, or warranty, which is not contained herein.
(17) Construction. This Agreement shall not be construed against the party
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preparing it, but shall be construed as if all parties jointly prepared this
Agreement, and any uncertainty or ambiguity shall not be interpreted against any
one party. The Agreement is to be performed in the County of Los Angeles, State
of California, and shall be interpreted, enforced and governed by, and under,
the laws of the State of California. Any action with respect to or relating to
the subject matter of this Agreement shall only be filed in United States
District Court or the California Superior Court sitting in the County of Los
Angeles, State of California.
(18) Modification. This Agreement shall not be modified by either party by
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any oral representation or agreement made before, or after, the execution of
this Agreement. All modifications to this Agreement must be in writing and
signed by each party hereto.
(19) Binding on Successors and Assigns. This Agreement shall be binding on,
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and shall inure to the benefit of, the parties and to their respective heirs and
legal representatives, successors, and assignees.
(20) Cooperation. The parties agree to perform any and all acts and to
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execute and deliver, upon request, any and all documents reasonably necessary or
convenient to carry out the terms of this Agreement.
(21) Guaranties. Canadian Rockport Homes International Inc. hereby
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guarantees the obligations of Canadian Rockport Homes Ltd to TWiC Housing Corp.
under the terms of this agreement.
(22) Terms of Engagement of X. Xxxxxx. All funds in U.S. dollars.
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Duties - Xxx Xxxxxx will be responsible to the CRH Director of Technology
for supply of "technology" proprietary molds, and for training in production of
pre cast concrete. The molds will be fabricated by Zeeman Ironworks and the
engagement of RZ will be realized by the engagement of Zeeman Ironworks for the
supply of molds and for the engagement of Xxx Xxxxxx and his crew for site
assembly and training.
Availability - Xxx Xxxxxx will operate from his Zeeman Ironworks office,
providing his presence where and when needed for execution of his duties.
Remuneration - mold steel fabrication at $2.00 per lb. Plus mechanics,
electrics at cost plus 30% if conditions mandate molds be fabricated outside of
Canada then fee $10,000 per mold will be paid to Zeeman Iron Works for
organizing and supervising production.
Zeeman Iron Works will xxxx in addition to travel and subsistence costs,
$60 per hour for Xxx Xxxxxx and $40 per hour for other personnel for services of
assembly and training at new plant sites.
All rates and fees to be adjusted January 1 for U.S. inflation and
exchange. X. Xxxxxx will be given options to purchase 50,000 share @ $2.00 per
share of Canadian Rockport Homes International Inc.
Term of engagement - for 3 years commencing September 1, 2001 excluding the
first 16 mold contract with TWiC Housing Corp.
Renewal of engagement - After the three year term, annually by mutual
consent.
This paragraph is intended to outline the terms of the existing agreement
between X. Xxxxxx and CRH and it is not intended to create any new rights.
(23) Terms of Engagement of X. Xxxxxx P. Eng. All funds in U.S. dollars.
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Duties - Xxxxx Xxxxxx, as head of technology, will be responsible to the
CRH, CEO, and the Board of directors for overseeing all technical activities in
the "TWiC System" including the training of his replacement.
Availability - Xxxxx Xxxxxx will operate from his home office, providing
his presence where and when needed for execution of his duties.
Remuneration - $150 per billed hour and expenses paid to Xxxxx Xxxxxx.
Billed hours shall not exceed 1000 per annum nor be less than 30 per month.
Hourly rate to be adjusted annually for inflation, exchange rate, justification.
H Xxxxxx will be given options to purchase 50,000 shares @ $2.00 per share
of Canadian Rockport homes International Inc.
Terms of engagement - for one year commencing September 1, 2001.
Renewal of engagement - annually by mutual consent.
This paragraph is intended to outline the terms of the existing agreement
Between X. Xxxxxx and CRH and it is not intended to create any new rights.
(24) Exclusive right of CRH to employ for advise and support on the TWiC
System the following parties that have acquired knowledge and experience in the
development of the technology.
However such employment shall be the sole option of Canadian Rockport
Homes Ltd.
TWiC Housing Corp., its principles X. Xxxxxx, X. Xxxxxx P. Eng, X. Xxxxxx
12345-3 Rentals and its employees
Zeeman Steel Fabricators
Xxxxxxx Xxxxxx, Architect
Perching Balayo, P. Eng.
CRH right to inspection and access to the buildings and pilot plant of
12345-3 rentals, 104th Avenue, Surrey, B.C.
This paragraph is intended to outline the terms of the pre-existing relationship
between TWiC and CRH and it is not intended to create any new rights.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
TWiC HOUSING CORP.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
CANADIAN ROCKPORT HOMES, LTD.
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx X. Xxxxxx, President
CANADIAN ROCKPORT HOMES, INTERNATIONAL INC.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, President
Exhibit A
LIST OF ASSETS TO BE TRANSFERRED FROM TWiC HOUSING CORP. TO NEW COMPANY
The assets being transferred from TWiC Housing Corp. consist of everything
related to the Intellectual Property knowledge and application rights for
development and application of equipment and procedures developed by TWiC
Housing Corp. for construction of "thin wall" configurations using pneumatically
applied concrete where "thin wall" refers to thickness equal to or less than two
inches. The exclusive right to these assets herein defined as "the TWiC System"
includes but are not limited to the following:
1. Existing patents presently assigned to TWiC Housing Corp. and Xxxxx Xxxxxx
2. All copyright documents held by TWiC Housing Corp.
3. The trademark name "TWiC"
4. TWiC Housing Corp. historic, and technical documents
5. Computer files of drawings for fabrication of molds and other proprietary
equipment
6. Computer files of structures and buildings designed to use the TWiC system
7. Computer files of TWiC technical and promotional correspondence
8. Custom design and custom estimating computer programs and files
9. Exclusive right to employ for advise and support on the TWiC System the
following parties that have acquired knowledge and experience in the
development of the technology:
TWiC Housing Corp., its principles X. Xxxxxx, X. Xxxxxx P. Eng, X.
Xxxxxx
12345-3 Rentals and its employees
Zeeman Steel Fabricators
Xxxxxxx Xxxxxx, Architect
Perching Balayo, P. Eng.
10. Inspection access to the buildings and pilot plant of 12345-3 rentals
11. All Intellectual Property related to TWIC Technology
