Exhibit 6.1
Purchase and Sale Agreement dated August 1, 1998
Between Workfire Technologies Corporation and
Workfire Technologies International Inc.
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT DATED AUGUST 1ST, 1998.
BETWEEN:
WORKFIRE TECHNOLOGIES CORPORATION, of 000, 0000 Xxxxxx Xxxxxx, Xxxxxxx,
X.X X0X 0X0 (the "Vendor")
AND:
WORKFIRE TECHNOLOGIES INTERNATIONAL INC., a Nevada company having its
registered office at X.X. Xxx 00000, Xxx Xxxxx, Xxxxxx 00000 ;
(the "Purchaser")
WHEREAS:
A. The Vendor is the owner of those certain technology described in
Schedule "A" attached (the "Technology").
B. The Purchaser has agreed to purchase the Technology for the
consideration described herein.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained in this Agreement and subject to the terms
and conditions described herein, the parties agree as follows:
1. The Vendor hereby sells, transfers and assigns to the Purchaser all of its
right, title and interest in and to the Technology.
2. The Vendor hereby represents and warrants to the Purchaser that it is the
BENEFICIAL and legal owner of the Technology and has full power and
authority to enter into this Agreement, and warrants that the Technology is
free of all charges, liens and encumbrances.
3. In consideration for the sale, transfer and assignment contemplated herein,
the Purchaser agrees that the Vendor should be issued a non-interest
bearing promissory note having the deemed fair market value of $150,000.00
CDN. The note shall be payable on demand.
4. The parties acknowledge and agree that the sale, transfer and assignment of
the Technology, the issue of the promissory note as consideration therefor,
is made in accordance with the fair market value of the Technology.
5. This Agreement constitutes the legal transfer by the Vendor to the
Purchaser of all its right, title and interest in and to the Technology.
The parties covenant and agree:
5.1 to do, execute and cause to be made, done and executed, all such
further documents, assignments and assurances that may be necessary
and that may be reasonably required to give full effect to this
Agreement; and
5.2 perform such further acts and supply to the Minister or any provincial
taxing authority such information as may be necessary from time to
time to carry out the terms and intent of this Agreement.
6. Time shall be of the essence of this Agreement.
7. This Agreement shall be governed by and be construed in accordance with the
laws of the Province of British Columbia.
8. This Agreement may be executed in one or more counterparts, each of which
when so executed shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
9. This Agreement shall be binding upon and shall enure to the benefit of the
parties hereto and their respective heirs, executors, administrators or
other legal persons or representatives, successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date above written.
Executed and delivered by Executed and delivered by
WORKFIRE TECHNOLOGIES WORKFIRE TECHNOLGIES
INTERNATIONAL INC. CORPORATION
Per: Per:
/S/ XXX XXXXXX /S/ XXX XXXXX
Authorized Signatory Authorized Signatory
SCHEDULE "A"
TECHNOLOGY AND ASSET DESCRIPTION
The assets consist of technology developed to address performance, security and
ease of use problems facing Internet users. It includes all intellectual
property rights associated with such technology, including copyright and
industrial design elements. The technology is currently packaged as a product
known as "Workfire Steam", which improves Internet and Intranet performance
through the use of new software programs and servicing of the software and
hardware of a user. It is an architected open system designed to enable the
ongoing rollout of a broad range of high-value Internet-based services.
The technology allows communications capacity to increase by increasing the
efficiency of existing communications capacity. On a commercial and an
individual consumer basis, benefits are derived from decreasing the time for
information transfer, increasing the reliability of file transfer integrity and
additional user friendly benefits to the end user.
The same architected open system that would enhance performance can be used to
improve security and improve ease of use.
Workfire Steam uses the unique nature of distributed systems in combination with
proven software. It harnesses underutilized processing and communications
capacity on the Internet without compromising compatibility with new and
existing modems, fire walls, routers and over all Internet infrastructure.
The architected open system is used to implement Workfire Steam with three (3)
components:
10. A computer program known as Steam PC, which is an application running
on the user's personal computer;
11. Compression and caching software running on multiple servers located
at key points on the Internet or corporate Intranet; and
12. A central Steam dispatch server, which is situated on a high capacity
Internet connection, enabling Workfire to coordinate, control and
charge for the Steam service.
The technology was demonstrated in Las Vegas at the Comdex Las Vegas convention
in November of 1997 at the Intel Corporation's trade booth. The technology can
be implemented on inexpensive and easily scaleable Intel servers, delivering
speed improvements, while maintaining compatibility with existing content and
networks.
Three (3) key components of Workfire Steam enable it to increase performance:
A. Real time compression/decompression reduces the amount of date that
needs to be transferred on the network;
B. Intelligent prefetching will download relevant date from the key sites
of interest when system/networks is idle; and
C. Socket consolidation allows the networks to avoid the costly
"Slow-start" phenomenon which is associated with opening a transfer
socket for one piece of data on a webpage; Since all the data is
compressed and sent as one package, there only needs to be one socket
opened rather than tens or even hundred as with a standard HTTP
server.
