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EXHIBIT 10.11
FIRST AMERICAN SCIENTIFIC CORPORATION
SUITE 1003 - 409 GRANVILLE STREET
VANCOUVER BC V6C IT2
MEMORANDUM OF AGREEMENT
This Agreement made this 20th day of September, 1999
BETWEEN:
First American Scientific Corp., a company duty incorporated
in the State of Nevada, USA, at suite 0000-000 Xxxxxxxxx
Xxxxxx Xxxxxxxxx XX, X0X 0X0, in the Province of British
Columbia. (referred to as "FASC")
AND:
X.X. Xxxxxxxx, ( Kantonen )owns 100% of the outstanding shares
of VMH Video XxxxxXxxxx.xxx Inc. a company duly incorporated
in the Province of British Columbia, and whereas VMH is the
owner of the Domain Names, XxxxxXxxxxXxxxx.xxx,
XxxxxXxxxxXxxxx.xxx and XxxxxXxxxxXxxxx.xxx, along with their
respective web pages and related Internet Technology which can
be used in the sales of Videos, DVD's CD's and all related
products, plans, rights to develop a Virtual Video Rental
Store using Video on demand Technology, at 0000 Xxxxxxxxx Xx.,
Xxxxx Xxxxxxxxx XX. (referred to as "Kantonen")
WHEREAS; FASC has agreed to buy all the outstanding shares
from Kantonen,
AND WHEREAS; Kantonen has agreed to sell all the outstanding
shares of VMH XxxxxXxxxxXxxxx.xxx Inc.
AND WHEREAS; FASC, and Kantonen have agreed once these shares
are transferred, VMH will become a subsidiary of FASC.
NOW THEREFORE THIS AGREEMENT WITNESSETH, that in consideration
of the premises set forth herein and the payment of $10.00 (ten
dollars) now paid by each other to the other, the receipt and
sufficiency whereof is hereby acknowledged, the parties agree and
covenant as follows:
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Kantonen and FASC have reached an agreement that reflects the
terms described herein:
1 . FASC and Kantonen agree the purchase price is $250,000,00
(two hundred and fifty thousand dollars, US Funds)
2. FASC and Kantonen agree the shares "I be owned by FASC and
VMH will be a subsidiary of FASC and a representative from each
company will complete the board for the subsidiary company know as
XxxxxXxxxxXxxxx.xxx.
3. Kantonen is the sole legal and beneficial owner of all
Technology.
4. Kantonen is free and clear of all liens, mortgages, claims,
charges, and encumbrances of every kind and nature whatsoever.
5. Kantonen has no agreement for the purchase of the
Technology to any person, firm, corporation or government or agency
whatsoever
6. Kantonen has no indebtedness to any person, firm,
corporation which might hereafter become a liability of FASC or
constitute a lien, charge, upon the technology.
Purchase and Sale Kantonen agrees to transfer and assign to FASC
all legal and beneficial ownership, free and clear of all liens,
charges and encumbrances.
Payment of Purchase Price. FASC agrees to deliver the
following to Kantonen at the closing dates;
(a) $ 125,000 due and payable by Sept 30th, 1999
(b) $125,000 due and payable by Oct 30th, 1999
(c) the terms up to Oct 30th, 1999 for any principal
remaining unpaid, then the parties will mutually agree to
extend terms with a amended agreement, which will be
acceptable to, FASC, and Kantonen.
Good Faith, Each of the parties hereto convenant and agree to
act in. good faith to carry out the transactions contemplated
herein and in addition will act diligently in performing all acts
which ate contemplated to be performed by such party.
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Currency All dollar amounts referred to in this Memorandum of
Agreement are in lawful money of the United States of America.
Governing Law This Memorandum of Agreement shall be governed
by and construed in accordance with the laws of the province of
British Columbia.
Dated at Vancouver, British Columbia, this 20th day of
September, 1999.
Signed,
X.X. Xxxxxxxx (VENDOR) First American Scientific Corp.
/s/ X.X. Xxxxxxxx /s/ Xxxx Burnie, President
