EXHIBIT 10.26
AGREEMENT OF SALE
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THIS AGREEMENT OF SALE made this 22nd day of June 1998, by and between
Talidan Limited (hereinafter called "Seller" or "Talidan") and Westshire Trading
Company, Inc. (hereinafter called "Buyer" or "Westshire").
W I T N E S S E T H:
1. That said Seller does hereby bargain and sell unto said Buyer, and the latter
does hereby purchase from the former the following described property, viz:
A. All assets attached hereto as Exhibit A, which is made a part hereof
and fully incorporated herein, sometimes referred to herein as the "Talidan
Client Business".
B. A release and discharge of the covenants to compete for those
consultants of Talidan which are bound by such covenants so that said
consultants may complete against Talidan and specifically consult with Buyer
relative to the business identified as the "Talidan Client Business" only.
At and for the total purchase price or consideration of Two Million
Three Hundred Forty Thousand Dollars US ($2,340,000). For allocation purposes,
it is agreed that the value of assets described in Exhibit A is valued at
$640,000 and the value of the Release of the Covenant not to Compete is
$1,700,000.
2. A Promissory Note made by Buyer and payable to Seller for the full
consideration is attached as Exhibit B. All payments shall be paid directly to
Carnegie International Corporation, the 100% shareholder of Seller. Payments
shall be made quarterly, with interest calculated at 7% per annum. The
Promissory Note is secured by a Security Agreement, attached hereto as
Exhibit C.
3. Legal title to the assets sold is being transferred to the Buyer on this
date.
4. It is acknowledged that it will take a period of undetermined time before the
assets can be switched over to the control of the Buyer.
5. All income derived from the assets from this date forward shall be paid to
the Buyer. All expenses associated with ownership and management of the assets
are the responsibility of the Buyer.
6. The Buyer is free to contract with Talidan's consultants for the management
of the assets.
7. Carnegie and Talidan do hereby release consultants from their covenants
against competition for the purposes hereunder. (Exhibit D)
8. While the assets are under the control of Talidan (pending their transfer),
no decisions or
interruption of the business shall be made by Talidan or Carnegie without the
express direction of the Buyer.
9. The first payment on the Promissory Note is due ninety (90) days after buyer
derives its first income payments from the assets but, in no event, after
December 22, 1998. Buyer acknowledges that the income derived from the asset
will be far below the quarterly payments due to be made by Buyer. Buyer
represents that it has sufficient ability to make the payments due pursuant to
the Promissory Note on time and is not dependent upon the income it anticipates
being generated from these assets.
10. This Agreement is made subject to, and in accordance with, the following
additional terms, covenants and conditions:
A. Seller warrants and represents to Buyer as follows:
(i) That it has been duly authorized to enter into the within Agreement and to
execute all instruments necessary to consummate this Agreement, including a Xxxx
of Sale (Exhibit D) for the properties hereby sold.
(ii) All debts, liens, encumbrances and other obligations against, arising out
of or affecting the business and assets which are the subject matter of this
sale shall be fully paid and satisfied by Seller within seven (7) days after
Seller receives the income derived from the assets through today's date.
(iii) Seller has not and will not warrant or represent what the gross income,
profits, receipts or expenses of the assets will be after closing hereunder.
B. Seller shall execute and deliver to Buyer a Xxxx of Sale (Exhibit E) which
includes:
(i) An assignment of all of Seller's right, title and interest in and to the
aforesaid assets, together with all security deposits or prepaid expenses
appertaining to the assets sold.
(ii) Warranties to the effect that all such property is being transferred free
and clear of all liens and encumbrances.
(iii) All instruments necessary to be executed in order to transfer any licenses
needed to operate the assets, if any.
C. Seller agrees that Buyer shall be permitted to assign all of its rights,
title and interest to the assets bought hereunder, but notwithstanding such
assignment, Buyer shall remain liable for, the performance of all obligations
hereunder on the Promissory Note and Security Agreement.
4. This Contract and the documents referred to herein contain the entire
agreement between the parties hereto and neither they nor their agents or
representatives shall be liable for any terms, covenants or conditions not
herein contained. This Contract shall be binding upon the parties
hereto and their successors, personal representatives and assigns. Time is of
the essence of this Contract.
5. This Agreement shall be subject to and governed by the laws of the
Commonwealth of the Bahamas.
AS WITNESS the signatures of the parties hereto the day and year first
above written.
WITNESS: Westshire Trading Company, Inc.
/s/ By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Esq. Authorized Agent
Talidan, Ltd.
/s/ By: /s/ Xxxxx Xxxxx
---------------------------- Xxxxx Xxxxx, Director
Agreed and consented to all terms and conditions:
Carnegie International Corporation
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
Exhibits Attached:
Exhibit A: List of Assets sold
Exhibit B: Confessed Judgment Note
Exhibit C: Security Agreement
Exhibit D: Consultants Release
Exhibit E: Xxxx of Sale
