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EXHIBIT 10.10
ASHFORD HOLDINGS LTD.
c/o Xxxxx 000-000, 00000 00xx Xxxxxx
Xxxxxx, XX X0X 0X0
(Facsimile: 604-535-7270)
(the "Company")
October 20, 1999
First American Scientific Corp.
Xxxxx 000, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
(Facsimile: 000-000-0000
Attention: The President
Re: Transfer of the Kinetic Disintegrating Technology (the
"Technology")
We are writing to confirm the agreement (the "Agreement")
between the Company and First American Scientific Corp.(FASC) in
connection with the obligation to buy-back up to 5,000,000 common
shares of FASC owned by the Company, its affiliates or assigns in
the event that FASC completes any subdivision, consolidation,
conversation or exchange of its common shares. The parties hereto
acknowledge and agree that this Agreement forms part of the sale
and transfer of the Technology by the Company to FASC. The terms of
the Agreement are as follows:
1. In the event that the common shares of FASC are, within
six months of the date of this Agreement, subdivided,
consolidated, converted of exchanged for a greater number of shares
of the same of another class (the "Change in Capital"), FASC hereby
agrees that it will purchase from the Company, its affiliates or
assigns up to 5,000,000 common shares of FASC, with the number of
common shares to purchased by FASC to be determined by the Company
in its sole discretion, at a purchase price per common share which
is the greater of:
(a) $0.05 per common share; or
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(b) the average of the closing bid and asked prices per
common share of the FASC common shares on any over-the-counter
bulletin board, other electronic quotation systems or the National
Quotation Bureau's Pink Sheets for the day prior to the effective
date of the Change in Capital (or if no such prices were reported
on that date, on the last date on which such prices were reported),
in each case, as reported in The Wall Street Journal.
2. The Company will, within 10 days of becoming aware of the
Change in Capital, deliver a notice (the "Notice") to FASC
specifying the number of common shares to be purchased by FASC.
3. FASC will within 10 days of receipt of the Notice, pay
the Company the amount of money ( the "Purchase Proceeds") which is
equal to the number of common shares, as specified by the Company
in the Notice, times the applicable price per common share as it is
determined in accordance with section 1 of this Agreement.
4. Upon receipt of the Purchase Proceeds, the Company will
cause to be delivered and transferred to FASC the number of common
shares specified in the Notice.
5. Any notice to be given to one party to the other shall be
sufficient if delivered by hand, deposited in any Post Office in
Canada, registered, postage prepaid, or sent by means of electronic
transmission (in which case any message so transmitted shall be
immediately confirmed in writing and mailed as provided above)
addressed as specified above or at such other address of which
notice is given by the parties pursuant to the provisions of this
section. Such notice shall be deemed to have been received when
delivered, if delivered, and if mailed, on the fifth business day
(exclusive of Saturdays, Sundays, and statutory holidays) after the
date of mailing. Any notice sent by means of electronic
transmission shall be deemed to have been given and received on the
day it was transmitted, provided that if such day is not a business
day then the notice shall be deemed to have been given and received
on the next business day following. In case of an interruption of
the postal service, all notices or other communications shall be
delivered or sent by means of electronic transmission as provided
above, except that it shall not be necessary to confirm in writing
and mail an notice electronically transmitted.
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6. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and
all disputes arising under this Agreement shall be referred to and
the parties hereto irrevocably attorn to the jurisdiction of the
courts of British Columbia.
7. The parties hereto agree that they shall do all such
further acts, deeds or things and execute and deliver all such
further documents, instruments or certificates as may be necessary
or advisable for the purpose of giving effect to and carrying our
the intention or facilitating the performance of the terms of this
Agreement.
8. This Agreement may be signed in counterparts, in writing
or by electronic facsimile transmission or by other means of
electronic communication capable of producing a printed copy, each
of which will be deemed to be an original and all such counterparts
together will constitute one and the same instrument and
notwithstanding the date of execution, will be deemed to be
effective as the date set forth above.
Enclosed is our cheque in the amount of $10.00. Please sign and
return a copy of this letter as your agreement and acknowledgement
of the above terms.
Yours truly,
ASHFORD HOLDINGS LTD.
Per: __________________________________
Authorized Signatory
Acknowledged and agreed to this 28th day of October, 1999.
FIRST AMERICAN SCIENTIFIC CORP.
Per: /s/ Xxxx Burnie
Authorized Signatory
