XXXX OF SALE
This Xxxx of Sale is entered into pursuant to that certain Agreement
and General Assignment dated as of May __, 2004 (collectively, the "Agreements).
All capitalized terms not herein defined shall be given the same meanings as are
set forth in the foregoing Agreements.
XxXxxxxx Grenache, Inc., a Nevada Corporation ("Assignor"), for
valuable consideration received to its full satisfaction, hereby transfers and
conveys (and shall cause to be assigned and conveyed) to The Equitable Life
Investment Company Inc., a Canadian Corporation ("Assignee") all of Assignor's
rights, title, and interests, as of the date hereof, in and to Striker, LLC, a
Nevada Limited Liability Company ("Company") and all of its assets, properties,
and rights (contractual or otherwise) which are used in the operation of its
business (the "Assets").
Assignor hereby represents and warrants to Assignee that: (a) Company
has good, valid and marketable title to the Assets; (b) the Assets are free and
clear of all liens, encumbrances, security interests, and other claims and
interests, except for any such liens, encumbrances, security interests, and
other claims and interests previously disclosed by Assignor to Assignee; (c)
Assignor has good right and authority to sell and convey the Company and its
Assets to Assignee; (d) Assignor shall defend title to the Assets for the
benefit of Assignee against any and all claims of all persons or entities
concerning matters occurring prior to the date hereof; and (e) upon Assignee's
request, Assignor shall execute any and all consents, agreements, or other
documents as may reasonable by requested by Assignee from time to time to vest
or evidence title to the Company and its Assets in Assignee.
This Xxxx of Sale is dated as of ___________________ and shall be
binding upon and inure to the benefit of and be enforceable by and against
Assignor, Assignee, Company and their respective successors and assigns.
ASSIGNOR: XXXXXXXX GRENACHE, INC. ASSIGNEE: THE EQUITABLE LIFE
INVESTMENT COMPANY INC.
BY:___________________________ BY:_________________________
