EXHIBIT 10.2
XXXX OF SALE
THIS XXXX OF SALE dated as of the 7th day of February, 2001.
BETWEEN:
PRICEWATERHOUSECOOPERS INC. as Trustee in Bankruptcy of Kafus
Industries Ltd. and Cameron Strategic Planning Ltd.
(the "Vendor")
AND:
BERKELEY INVESTMENTS INC.
(the "Purchaser")
WHEREAS:
A. The Vendor is the Trustee in Bankruptcy of the Estate of Kafus
Industries Ltd. and the Estate of Cameron Strategic Planning Ltd.
B. Pursuant to a letter dated February 6, 2001 (the "Offer"), the Vendor
offered to sell, and the Purchaser accepted the Offer and agreed to
purchase, all of the shares of Hyaton Organics Inc. ("Hyaton") owned by
the Vendor and all of the interests of the Vendor in Hyaton and Camden
Agro-Systems, Inc. if any (the "Assets") on the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants set forth herein, the $50,000 paid by the Purchaser to the Vendor,
the receipt whereof the Vendor hereby acknowledges, the parties hereto covenant
and agree as follows:
1. The Vendor hereby sells, assigns, transfers and sets over to the Purchaser
all of the Vendor's interest in and to the Assets on an "as is, where is"
basis and without representation warranty or condition, express or
implied, as to quantity, value, merchantability, fitness for any
particular purpose or any other matter.
2. The Purchaser acknowledges and agrees that the portion of the purchaser
price previously delivered by the Purchaser to the Vendor is hereby
released to the Vendor.
3. This Xxxx of Sale shall enure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the Vendor has executed this Xxxx of Sale as of the day and
year first above written.
PRICEWATERHOUSECOOPERS INC.
as Trustee in Bankruptcy of Kafus Industries Ltd.
and Cameron Strategic Planning Ltd.
per: __________________________________
BERKELEY INVESTMENTS INC.
Per: __________________________________
