EXHIBIT 5.0
BILL OF SALE
KNOW ALL MIN BY THESE PRESENTS THAT First Union National Bank, a national
banking association ("Seller"), as secured party under the Security Agreement
dated FEBRUARY 2, 1996 among Xxxxxxxxx Retail Consultants, Inc., Xxxxxxxxx
Jewelers Consultants, Inc., (together, "Debtor"), and Seller, for and in
consideration of payment of the purchase price set forth below, does hereby
sell, assign, transfer and convey to Dallas Gold & Silver Exchange, Inc., a
Nevada corporation ("Purchaser"), the assets described on Schedule A attached
hereto (the "Assets"). Such sale is made on the following terms:
1. Purchase Price. As the purchase price for the sale (the "Purchase Price"),
Purchaser has delivered to Seller its promissory note dated the date hereof (the
"Note") in the stated principal amount of $2,500,000, which shall be payable on
the terms set forth therein. Payment of the Note shall be secured by a security
interest in the Assets pursuant to a security agreement dated the date hereof by
Purchaser delivered to Seller.
2. Representations and Warranties. In order to induce Purchaser to purchase the
Assets and pay the Purchase Price therefor, Seller hereby represents and
warrants to Purchaser as follows:
(a) the Assets constitute collateral security for certain indebtedness of Debtor
to Seller;
(b) the sale of the Assets provided for in this Bill of Sale is a private sale
under Section 9-504 of the Uniform Commercial Code as an effect in the State of
South Carolina (the "Code");
(c) Seller has a first priority perfected security interest in the Assets
(except for the security interest in the trademarks, copyrights, and patents,
which is not perfected); and
(d) Seller has given all notices to Debtor and any other secured parties
required under Section 9-504 of the Code and has complied in ii respects with
all foreclosure requirements of Article 9 of the Code relating to the sale.
3. Warranties. THIS SALE IS MADE WITHOUT WARRANTY, EXPRESS OR
ILMPIED, AS TO THE CONDITION OF THE ASSETS OR THEIR FITNESS FOR
ANY PARTICULAR PURPOSE, AND THE SAME ARE BEING SOLD TOPURCHASER, AS IS, WHERE
IS, WITH ALL FAULTS.
4. Governing Law; Venue. The validity, interpretation and performance of this
Bill of Sale and any dispute concerned herewith shall be governed by and
construed in accordance with the substantive laws of the State of North
Carolina, excluding any conflicts of law, rule or principle which might refer
same to another jurisdiction. Venue for any action brought with respect to this
agreement shall lie solely in Charlotte, Mecklenburg County, North Carolina.
5. Successors and Assigns. This Bill of Sale shall bind Seller mud its
Successors and assigns and inure to the benefit of Purchaser and its successors
and assigns.
6. Amendment. This Bill of Sale may be amended, modified or supplemented only
by an instrument in writing executed by the party against which enforcement of
the amendment, modification or supplement is sought,
IN WITNESS WHEREOF, Xxxxxx has caused this Bill of Sale to be executed by its
authorized officer this 13th day of August, 1999.
FIRST UNION NATIONAL BANK
