Exhibit 10.2
XXXX OF SALE ABSOLUTE
THIS XXXX OF SALE MADE as of and with effect from the 31st day of December 2002.
BETWEEN EACH OF:
BARRINGTON SCIENCES INTERNATIONAL CORPORATION
(hereinafter referred to as the "Vendors")
OF THE FIRST PART
AND:
FINANCIAL EXPRESS CORPORATION
(hereinafter referred to as the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendors are engaged in the development of a business related to the
delivery of point-of-care diagnostic kits (the "Subject Business").
B. The Vendors possess assets of the Subject Business (the "Assets"), all as is
more particularly set out in the attached Schedule "A".
C. The parties have entered into an Agreement for Purchase and Sale between the
parties dated the 17th day of October, 2002 (the "Asset Purchase Agreement), by
which the Vendors have contracted with the Purchaser for the absolute sale to
the Purchaser of the Assets upon the terms and conditions and for the
consideration therein set forth.
NOW THEREFORE WITNESSETH that in consideration of One Dollar ($1.00) of
lawful money of Canada and other good and valuable consideration paid by the
Purchaser to the Vendors (which is more particularly set out in the Asset
Purchase Agreement, the material terms and conditions of which are incorporated
by reference into this Xxxx of Sale, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. The Vendors each absolutely transfer and sell unto the Purchaser all
of its right, title and interest in and to the Assets, chattels and
equipment are described in the attached Schedule "A". For greater
certainty, this instrument shall for all intents and purposes act as a
complete and irrevocable transfer and conveyance of such Assets from
the Vendors to the Purchaser as of and with effect from the date
hereof. If however it is necessary or advisable to execute any further
instrument or assurance or make any registration, application or
filing in respect of this transfer, the Vendor covenants to promptly
do so and irrevocably agrees that to the extent that the transfer of
any Assets may in any way be subject to any such execution or filing,
the subject Assets shall be held in trust by the
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Vendor for the exclusive benefit of the Purchaser until the completion
of such execution of filing.
2. In consideration of the transfer and sale of the Assets by the Vendors to the
Purchaser, and as contemplated by the Asset Purchase Agreement, the Purchaser
hereby does pay the following consideration to the Vendors:
(a) By the issuance of an aggregate of 19,701,653 common shares in the
outstanding capital of the Purchaser, having a deemed value of USD
$2,869,005.00; and
(b) By the assumption by the Purchaser of accounts payable by the Vendors
and subsidiaries in the aggregate amount of USD $1149,569 (as of
September 30, 2002).
3. With respect to the Assets, that Vendors covenant with the Purchaser that:
(a) the Purchaser is now rightfully and absolutely possessed of such
Assets:
(b) the Purchaser shall enjoy quiet possession of such Assets; and
(c) the Vendors will do and execute any and all such further acts, deeds
and assurances as the Purchaser may reasonably request at the
Purchaser's expense.
IN WITNESS WHEREOF the parties hereto have set their hands and seals on the
common day and date first above written.
BARRINGTON SCIENCES INTERNATIONAL CORPORATION,
By its duly authorized signatory:
/s/ Xxxxxx Xxxxx
--------------------------------
Signature
Xxxxxx Xxxxx C.E.O.
--------------------------------
Name and Title
FINANCIAL EXPRESS CORPORATION,
By its duly authorized signatory:
/s/ Xxxxx Xxxxxxx
---------------------------------
Signature
Xxxxx Xxxxxxx - Secretary Trea
---------------------------------
Name and Title
SCHEDULE "A"
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THE ASSETS
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All the Assets of the Vendors as set out in an Agreement of Purchase and Sale
dated October 17, 2002.
