Purchase and Sale Agreement
BY AND BETWEEN:
Pacific Agmark
0000 Xxxx Xxxxxxxx
Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter referred to as the "Seller")
-OF THE FIRST PART
AND:
Nutri Xxxxx Industries, Inc.
00000 Xxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(hereinafter referred to as the "Purchaser"
-OF THE SECOND PART
WHEREAS:
THE SELLER HEREBY WARRANTS THAT:
(1) The Seller is a partnership of the Province of British Columbia, Canada,
and has the authority to enter into this Purchase and Sale Agreement to sell all
of the marketing research, market studies, names and addresses of the potential
business clients, associated business entities and any and all referrals as it
relates to the wholesale produce business of the crops (hereinafter referred to
as "Crops") of blueberries, cranberries, fresh, fresh frozen, freeze dried and
xxxxx concentrates, hereinafter referred to as the "business assets". One of
the partners of the Seller is Xxxxx Xxxxxxx, the President and Board Chairman of
the Purchaser, who will resign from Pacific AgMark upon the signing of this
Purchase and Sale Agreement.
(2) The Seller is the bona-fide owner of the business assets and has the
ability to sell the business assets at a specified price.
(3) The Seller is hereby offering the sale of the subject business assets in
the form of market data, market studies, market research of potential buyers of
the Crops, all of the industry information regarding the Crops and any and all
information pertaining to the wholesale purchasing of the Crops and the re-sale
to the Purchaser's customers.
(4) The Seller hereby warrants that these assets are the entire assets of
the business of the Seller which relates to and are pursuant to the business of
the Purchaser.
(5) The Seller hereby warrants that it will not compete with the Purchaser
in the business of whole produce as it relates to the Crops under contract with
Gladwin Farms, Ltd., and not compete with the Purchaser in their normal course
of business in the bulk sale of xxxxx crops to the general and institutional
food and nutriceutical industries. The Seller will limit its business activity
to minimal xxxxx sales to small grocery distributors within the Province of
British Columbia, Canada.
THE PURCHASER HEREBY WARRANTS THAT:
(1) The Purchaser is a publicly held Nevada corporation and has the Board of
Directors approval to enter into this Agreement.
(2) The Purchaser is desirous of purchasing the subject business assets from
the Seller for $80,000 USD, which is estimated to be the Seller's direct
expenses in the development of the subject business assets.
(3) The Purchaser agrees to purchase the subject business assets from the
Seller and take delivery of all of the books and records pertaining to the
business assets upon the signing of this Purchase and Sale Agreement.
NOW THE PARTIES DO HEREBY AGREE AS FOLLOWS:
(1) The Seller and Purchaser are entering into this Purchase and Sale
Agreement this 29th day of April, 2002.
(2) In the event of dispute regarding this Purchase and Sale Agreement, the
Parties hereto agree to the jurisdiction of the state of Nevada for any and all
legal matters pertaining to the Purchase and Sale Agreement.
THE FOLLOWING DO HEREBY AFFIX THEIR SIGNATURES:
Seller:
________________________________________
Xx. Xxxxxxx Xxxxx
Purchaser:
________________________________________
Xx. Xxxxx Xxxxxxx for Nutri Xxxxx Industries, Inc.
