AGREEMENT TO PURCHASE
This Agreement ("Agreement") is dated as of August 31, 1999,
by and between Luminart Corp. ("Luminart"), a Nevada corporation
whose address is 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxx 00000, and 638254 Alberta Ltd. ("Alberta"), a Canadian
corporation whose address is c/x Xxxxxxx and Company, 1600 000
0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx X0X 0X0.
Witnesseth:
WHEREAS, Luminart is in possession of all of the assets and
stock of its wholly-owned subsidiary, Chaos Group, Inc.
("Chaos"), a validly existing Nevada corporation; and
WHEREAS, Chaos holds a valid Management Contract on Xxxxx
Xxxxxxxxx (also known as Xxxxx Xxxxx) ("Brava") a world-renowned
violinist in the music industries; and
WHEREAS, Luminart wishes to sell its interest in Chaos,
including its interest in all existing and future residual income
from Brava; and
WHEREAS, Alberta wishes to purchase Luminart's interest in
Chaos as well as all existing and future residual income due to
Chaos on the Brava Management Contract;
NOW, THEREFORE, for and in consideration of the foregoing
and the terms and conditions contained in this Agreement, the
parties agree as follows:
1. Items of Transfer and Values Assigned
Effective the date first above written, Luminart shall
transfer all of its interest in all of Chaos assets and
liabilities as listed on Exhibit A, attached hereto and made a
part hereof, to Alberta and Alberta will accept said transfer.
Effective the date first above written, Luminart shall
transfer all of its interest in a certain property lease in the
name of Chaos which expires in February, 2001, representing
property located at 12438-12442 Magnolia, North Hollywood,
California.
Alberta agrees to pay Luminart One Hundred Thousand Dollars
($100,000.00) in currency of the United States for the book value
of said transfer as calculated on Exhibit A, as well as for the
aforementioned lease and for the anticipated residual income due
on the Brava Management Contract. Eighty Thousand Dollars
($80,000.00) of said funds shall be delivered to Luminart no
later than October 10, 1999, with the remainder delivered no
later than October 31, 1999.
2. Limitation of Liability
Alberta agrees that Luminart has made available to them all
records pertaining to an existing lawsuit filed by Brava against
Chaos and Luminart, and settled by Chaos and Luminart. Alberta
further agrees that it will accept full responsibility for all
liabilities relating to this lawsuit upon and after execution of
this Agreement and will indemnify Luminart from any liability
associated therewith.
Alberta further agrees that it has been informed by Luminart
that all transferred Notes and Accounts Receivable, as defined by
Generally Accepted Accounting Principles (GAAP), may or may not
be collectable and that the company does not guarantee their
collection. Should they prove at any time to be, in fact, not
collectable, Alberta agrees that it will not seek recovery from
Luminart.
3. Force Majeure
Either party shall be excused for any inability to perform,
or for a delay in performance, when the inability or delay is due
to any cause beyond its reasonable control, including, but not
limited to, an Act of God, storm, flood, earthquake, rebellion,
riot, sabotage, fire, explosion, or government act or regulation.
The affected party shall promptly notify the other party of the
occurrence of such a cause and specify its reasonable efforts to
remove the cause or its inability to perform, or delay in
performance.
4. Notices
Any notices required or permitted under this Agreement shall
be in writing and delivered personally or sent by prepaid
certified mail duly addressed or sent via facsimile message
machine as follows:
To LUMINART: Wm. Xxxxxxx Xxxxxxxx
President/CEO
Luminart Corporation
P. O. Xxx 0000
Xxxxxxxx Xxxx, XX 00000
Fax : (000) 000-0000
To ALBERTA: Xxxxxxx Xxxxxxxx
President
638254 Alberta Ltd.
c/x Xxxxxxx & Company
1600 000 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0.
5. Independent Contractors
The parties hereto are independent of each other and
therefore neither party is hereby authorized to act as an agent
for the other for any purposes whatsoever.
6. Headings
The headings appearing in this Agreement have been inserted
for the purposes of convenience and ready reference. They do not
purport to and shall not be deemed to define, limit or extend the
scope or intent of the provisions to which they appertain.
7. Governing Law
This Agreement shall be governed and construed in accordance
with the laws of the State of California.
8. The failure of either party at any time to enforce any
provision of this Agreement, to exercise its rights under any
provision, or to require a certain performance of any provision,
shall in no way be construed as a waiver of such provision, nor
in any way affect the validity of this Agreement or the right of
the party thereafter to enforce each and every provision.
9. Severability
If any provision of this Agreement shall be held
unenforceable or invalid, the remaining provisions shall continue
in force.
10. Assignment
Neither party shall assign its rights or obligations under
this Agreement without the prior written consent of the other
party.
11. Entire Agreement
This Agreement constitutes the entire understanding between
the parties hereto and superseded all other agreements between
the parties with respect to the subject matter of this Agreement.
There are no understandings, representations, or warranties of
any kind, express or implied, not expressly set forth in this
Agreement. No modification of this Agreement shall be effective
unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day, month and year first above written.
LUMINART CORP.
By: /s/ Wm. Xxxxxxx Xxxxxxxx
Wm. Xxxxxxx Xxxxxxxx,
President/CEO
638254 ALBERTA LTD.
By: /s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, President
EXHIBIT A
BOOK ASSETS TRANSFERRED BY LUMINART TO ALBERTA
Checking Account - Zions Bank $ 363.52
A/R - Xxxxxxx Xxxxxxxx 328.41
Note Receivable - X. Xxxxxxxx 46,455.61
Music & Video Equipment (Net) 76,838.00
Deposits 890.62
Less:
Accounts Payable 16,042.73
Account Payable - Brava 76,926.00
