Exhibit 10.3
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SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS SALE, ASSIGN, AND ASSUMPTION AGREEMENT (this "instrument") is made of
10/29/98, by and between Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"), and American Fire
Retardant Corp. ("American").
WHEREAS, Xxxxxxxx desires to transfer to American exclusive manufacturing
rights to Xx-Xxxx X-238 tire retardant.
NOW, THEREFORE, for a sum of $45,000 (forty-five thousand dollars) the
undertakings set forth below, the parties hereto agree as follows;
1. Sale of the Exclusive Manufacturing Rights for Xx-Xxxx X-238/Assumption
of Obligations. Upon receipt of $20,000 (twenty-thousand dollars) in certified
funds, Xxxxxxxx will Temporarily assign to American (i) the formula and test
results for Xx-Xxxx X-238. Final assignment will occur upon receipt of 5 (Five)
monthly payments of $5,000 (five-thousand dollars) starting December 1, 1998 and
ending April 1, 1999. If for any reason all or any of these payments are not
paid on time a cease and desist for manufacturing and sales will automatically
be brought against American and legal collection will proceed. Xxxxxxxx may also
at this time contact American's customers relating only to this formula, for
future sales. Upon completion, of above set terms Xxxxxxxx will permanently
assign to American all technical information (including formulas, test results,
technical files, literature, video tapes, and manufacturing information owned by
Xxxxxxxx.
2. Additional Undertakings of American. American hereby agrees to promptly
remove E.T. Horn's and Xx-Xxxx'x name from any and all literature labels, MSDS's
ads and any other literature or materials now and hereafter used in connection
with the Xx-Xxxx business. American hereby assumes any and all customer base of
the Xx-Xxxx business.
3. Further Assurances. American agrees to execute such other documents as
may be necessary and desirable to implement the consummation of the transactions
effected hereby.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
date and year first set forth above.
XXXXXXX X. XXXXXXXX AMERICAN FIRE RETARDANT CORP.
/s/ Xxx Xxxxxxxx /s/ Xxxxxxx X.Xxxxx
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Xxx Xxxxxxxx Xxxxxxx X. Xxxxx, President
Dated: 10/29/98 Dated: 10/28/98
