Exhibit 10.2
XXXX OF SALE
THIS XXXX OF SALE effective as of March 10, 2003, by and among Vital
Health Technologies, Inc, a Minnesota corporation ("Seller"), on the one hand,
and General Finance and Development, Inc, a Minnesota corporation ("Purchaser"),
on the other hand.
WITNESSETH:
WHEREAS, that certain Agreement and Plan of Share Exchange
("Agreement") transaction by among the Seller, Caribbean American Health
Resorts, Inc. ("CAHR") and the shareholders of CAHR, executed March 18, 2003 and
dated as of March 10, 2003, provides among other things for the transfer and
sale to Purchaser, of the heart screening technology of Seller, for
consideration in the amount and upon the terms provided in the Agreement; and
WHEREAS, the parties entered into a Settlement Agreement, dated as of
November 15, 2004 whereby the parties agreed that the Seller would transfer the
Assets (as defined in the Settlement Agreement) to the Purchaser pursuant to the
terms of that agreement; and
WHEREAS, by this instrument Seller is vesting in Purchaser all of the
properties, assets, and rights of Seller in the Assets.
NOW, THEREFORE, in consideration of the promises and of the other
valuable consideration to Seller in hand paid by Purchaser at or before the
execution and delivery hereof, the recipient and sufficiency of which is hereby
acknowledged, Seller has sold, transferred, conveyed, assigned and delivered,
and by this Xxxx of Sale does sell, transfer, convey, assign, and deliver unto
Purchaser, its successors and assigns forever, all of Seller's right, title and
interest in the Assets.
TO HAVE AND TO HOLD all of the Assets unto Purchaser, its successors
and assigns to its and their own use forever.
The Seller hereby constitutes and appoints Purchaser, its successors
and assigns, as Seller's true and lawful attorney- and attorneys-in fact, with
full power of substitution, in Seller's name and stead, but on behalf and for
the benefit of Purchaser, its successors and assigns, to demand and receive any
and all of the Assets, and from time to time to institute and prosecute in the
name of Seller, or otherwise for the benefit of Purchaser, its successors and
assigns, any and all proceedings at law, in equity or otherwise, which
Purchaser, its successors and assigns, may deem proper for the collection or
reduction to possession of any of the Assets or for the collection and
enforcement of any claim or right of any kind hereby sold, conveyed, transferred
and assigned, or intended so to be, and to do all acts and things in relation to
the Assets which Purchaser, its successors and assigns shall deem desirable,
Seller hereby declaring that the foregoing powers are coupled with an interest
and are and shall be irrevocable by Seller or by its dissolution or in any
manner or for any reason whatsoever.
1
The Seller hereby covenants that, from time to time after the delivery
of this instrument, upon Purchaser's request and without further consideration,
Seller will do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, all such further acts, instruments, assignments and
assurances as may be reasonably required more effectively to convey, transfer
and vest in Purchaser, and to put Purchaser in possession of, any of the Assets.
Nothing in this instrument, expressed or implied, is intended or shall
be construed to confer upon, or give to any person, firm or corporation other
than Purchaser and its successors and assigns any remedy or claim under or
reason of this instrument or any terms, covenants or conditions hereof, and all
the terms, covenants and conditions, promises and agreements in this instrument
contained shall be for the sole and exclusive benefit of Purchaser and its
successors and assigns. This instrument shall be governed by and construed in
accordance with the laws of the State of Minnesota without regard to principles
of conflicts of law.
In the event of any conflict or inconsistency between the terms of this
instrument and the terms of the Agreement, the terms of this Xxxx of Sale shall
control.
IN WITNESS WHEREOF, the Parties have caused this Xxxx of Sale to be
executed on their behalf by their duly authorized officers as of the date first
above written.
SELLER:
VITAL HEALTH TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
------------------
Name: Xxxxxx Xxxxxx
Title: Chief Executive Officer
PURCHASER:
GENERAL FINANCE AND DEVELOPMENT, INC.
By: /s/ Xxxxxxx Xxxxxx
-------------------
Name: Xxxxxxx Xxxxxx
Title: Chief Executive Officer
