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EXHIBIT 10.5
XXXX OF SALE AND ASSIGNMENT
This Xxxx of Sale and Assignment (the "Assignment") is made from Xxxx
XxXxxxxx ("Xx. XxXxxxxx"), an individual, and Koala Computer Products, a sole
proprietorship of Xx. XxXxxxxx (collectively, the "Sellers"), to Xxxx.xxx, a
California corporation (the "Buyer").
Sellers desire to assign to Buyer all of Sellers' right, title and
interest in and to the trademarks, copyrights and other assets set forth on
Schedule 1 hereto (the "Schedule 1 Assets"), and Xx. XxXxxxxx desires to assign
to Buyer all of Xx. XxXxxxxx'x right, title and interest in and to the domain
names and other assets set forth on Schedule 2 hereto (the "Schedule 2 Assets")
all pursuant to the Common Stock Purchase Agreement entered into between Xx.
XxXxxxxx and Buyer as of February 17, 1999.
In consideration for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sellers hereby assign, transfer,
grant, sell and otherwise convey to Buyer all of Sellers' right, title and
interest in and to the Schedule 1 Assets, including all common law rights
therein, all intellectual property rights therein including trademarks and
copyrights, and all registrations and applications to register therefor,
together with the good will of the business symbolized by the trademarks or the
other Schedule 1 Assets and the right to xxx for all past, present and future
infringements of the trademarks and copyrights, including the right to collect
damages for such infringements, for Buyer's own use and benefit, and for the use
and benefit of Buyer's successors, assigns and other legal representatives.
Sellers agree to cooperate with Buyer to effect such assignment and transfer,
including, without limitation, by executing any further documentation as Sellers
may deem reasonably necessary.
In consideration for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xx. XxXxxxxx hereby assigns,
transfers, grants, sells and otherwise conveys to Buyer all of Xx. XxXxxxxx'x
right, title and interest in and to the Schedule 2 Assets, including all common
law rights therein, all intellectual property rights therein including
trademarks and copyrights, and all registrations and applications to register
therefor, together with the good will of the business symbolized by the domain
names or the other Schedule 2 Assets and the right to xxx for all past, present
and future infringements of the trademarks and copyrights relating thereto,
including the right to collect damages for such infringements, for Buyer's own
use and benefit, and for the use and benefit of Buyer's successors, assigns and
other legal representatives. Xx. XxXxxxxx agrees to cooperate with Buyer to
effect such assignment and transfer, including, without limitation, by executing
any further documentation as Xx. XxXxxxxx may xxxx reasonably necessary.
AGREED AND ACCEPTED:
XXXX XxXXXXXX KOALA COMPUTER PRODUCTS
/s/ Xxxx XxXxxxxx By: /s/ Xxxx XxXxxxxx
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Print Name: Xxxx XxXxxxxx Print Name: Xxxx XxXxxxxx
----------------------- -------------------------
Date: 2/17/99 Title: Owner
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Date: 2/17/99
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XXXX.XXX
By: /s/ Xxxx XxXxxxxx
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Print Name: Xxxx XxXxxxxx
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Title: CEO
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Date: 2/17/99
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Schedule 1 Assets
1. Xxxx.xxx logo on the Xxxx.xxx site
2. Pets specific data-used online including hotels which accept pets,
breeders, etc. located on the Xxxx.xxx site
3. Xxxx.xxx database of members
4. Xxxx.xxx forum messages on the Xxxx.xxx site
5. Pet-related articles contained on the Xxxx.xxx site
6. Product catalog of approximately 5,000 descriptions and 7,000 product
photos on the Xxxx.xxx site
7. HTML pages on the Xxxx.xxx site
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Schedule 2 Assets
A. Pets related domain names (see below)
X-x-x-x.xxx
Xxxx.xxx
Xxxx.xxx
Xxxx.xxx
