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Exhibit 2.1a
XXXX OF SALE
THIS INDENTURE WITNESSETH THAT, GALAXY ONLINE, INC.,
IN CONSIDERATION OF the receipt of consideration described in paragraph
2, Purchase Price, of the Contract for Purchase of Assets dated January 24,
2001, the receipt whereof is hereby acknowledged, Seller does hereby grant, sell
transfer and deliver unto Buyer the following assets and intangibles:
1. Existing Internet subscriber customer base listed and attached
as Exhibit "A", to be netted by subscribers not active as of
March 30, 2001;
2. Lease Agreement for Hardware, copy of which is attached as
Exhibit "B";
3. The domains and web site, attached as Exhibit "C";
4. All routers, modems, server's wireless equipment, including
towers and all associated equipment, in "as-is condition,"
with appropriate passwords and administrative rights, attached
as Exhibit "D";
5. Buyer will have use of all necessary billing equipment and
software involved in the day-to-day operations for a period of
fifteen (15) days;
to have and to hold all said Assets and intangibles to said transferee to their
own use and benefit. And transferor hereby covenants with the transferee that
the transferor is the lawful owner of said Assets and intangibles; that they are
free from all encumbrances, except those specifically assumed by transferee;
that transferor has good right to sell the same as aforesaid; and transferor
will warrant and defend the same agtainst the lawful claims and demands of all
persons aserting claims thereto which do not relate to the oblications assumed
by transferee.
DATED this 24th day of January, 2001.
/s/ Xxxxxx X. Xxxxxx
Witness to All Signatures:
/s/ Xxxxxxxx X. Xxxxxxx
