XXXX OF SALE AND ASSIGNMENT
Dirt Free Carpet & Upholstery Cleaning, Inc., a Texas
corporation (hereinafter collectively called "Assignor"), for
One Dollar ($1.00) and other valuable consideration, receipt of
which is hereby acknowledged, by these presents does sell,
assign, transfer and convey unto Venturi Technologies, Inc., a
Nevada corporation (hereinafter called "Assignee"), its
successors and assigns, the following described property,
leases, licenses and intangible property:
All tangible and intangible property, leases
and licenses of every kind and description and
wherever situated owned by Assignor or to which
Assignor has any right, title or interest on the
date hereof, excepting only those properties of
Assignor listed on Schedule "A" annexed hereto or
covered by the License Agreement between the parties
hereto, and including, without limitation, all of
Seller's Assets as defined in a certain Agreement of
Purchase and Sale of Assets, dated as of ___________
, 1998 between Assignor as Seller and Assignee as
Purchaser (the "Agreement"), which includes, without
limitation, the following:
(i) All cash on hand and in bank accounts,
notes and loans receivable from customers, employees
and others, marketable securities and investments,
merchandise and all other inventories, packaging and
shipping materials and other supplies and supply
inventories, prepaid insurance, prepaid interest and
other prepaid items and deposits, cash surrender
values of all life insurance policies, contracts,
choses in action and causes of action, claims and
rights of recovery or setoff of every kind or
character arising out of transactions or events
occurring on or prior to the date hereof
irrespective of the date on which any such cause of
action, claim or right may arise or accrue;
(ii) All fixed assets including, without
limitation, leaseholds and leasehold improvements,
fixtures, machinery, tools, equipment, cars and
trucks;
(iii) All Books and records of Assignor;
(iv) All contracts, agreements and understandings
to which Assignor is a party or by which Assignor may
have any rights or obligations, subject to the terms
therof; and
(v) All rights to use vendors, suppliers, dealers,
brokers and others, and all rights to deal with and sell
to customers, to use premises used by Assignor, and to
rename, sell, buy, lease or assemble all assets of
Assignor.
Assignee hereby assumes and agrees to keep, perform and
fulfill all of Assignor's obligations arising after the date
hereof with respect to any of the leases, licenses and
intangible property transferred and assigned hereunder.
TO HAVE AND TO HOLD said rights, claims, causes of
action, property, assets, business and goodwill, as a going
concern, unto the said Assignee, its successors and assigns, to
and for its use forever, subject to any other agreements
between the parties hereto.
AND, Assignor does hereby warrant, covenant and agree
that it:
(a) has good and marketable title to the
properties and assets hereby sold, assigned,
transferred, conveyed and delivered, subject to such
liens and other encumbrances as are disclosed in the
Agreement or any schedules or exhibits thereto; and
(b) will warrant and defend the sale of, and
title to, said properties and assets against all and
every person or persons whomsoever claiming or to
claim against any or all of the same.
IN WITNESS WHEREOF, Assignor has caused this instrument
to be duly executed effective this ___ day of _________, 1998.
ASSIGNOR:
DIRT FREE CARPET & UPHOLSTERY
CLEANING, INC., a Texas
corporation
By:
Its:
ASSIGNEE:
VENTURI TECHNOLOGIES, INC.
a Nevada corporation
By:
Its:
SCHEDULE "A"
(To Bill of Sale and Assignment)
Excluded Property and Assets
