PURCHASE AGREEMENT
THIS AGREEMENT made as of the 31st day of
December, 1998.
BETWEEN:
UNITED TRANS-WESTERN, INC., a corporation duly incorporated
pursuant to the laws of the State of Delaware and having an
office located at 000 - 0000 Xxxxx Xxxx, Xxxxxxxx,
Xxxxxxx Xxxxxxxx
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
XXXXXXXX, XXX. ,x company duly incorporated pursuant to the
laws of the State of Nevada and having an office located at
0000 Xxxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000
(hereinafter called the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor has purchased or otherwise secured
joint venture rights to a proprietary technology and chemical
formulation and process which allows the reactivation of used
rubber for reintroduction into the manufacturing process, which
technology is more particularly set out in Exhibit A hereto
(the "Technology").
B. The Purchaser wishes to purchase the Technology
from the Vendor on the terms and conditions and for the
consideration herein set out.
NOW THEREFORE WITNESSETH THAT in consideration of the mutual
covenants and representations contained herein, the sufficiency
of which is acknowledged by the parties hereto, the parties agree
as follows:
PURCHASE AND SALE
The Vendor hereby agrees to sell, assign and transfer to the
Purchaser and the Purchaser hereby agrees to Purchase and pay
for the Technology upon the terms and conditions hereinafter
set forth.
PURCHASE PRICE AND PAYMENT
In
consideration of the Purchase and sale of the Technology the
Purchaser shall pay to the Vendor the Purchase Price of USD
$2,225,000 as follows:
USD $25,000 as a non-refundable
down payment, payable upon the execution of this Agreement;
USD $75,000 on or before
February 28, 1998; and
issue to the Vendor
EIGHT MILLION FIVE HUNDRED THOUSAND (8,500,000) fully paid and
non-assessable common shares of the Purchaser at a deemed value
of USD$0.25 per share (or USD $2,125,000) for the complete interest,
to be paid and transferred to the Vendor free of any trading
restrictions which limit the ability of the vendor to transfer or
hypothecate the Shares, subject only to those restrictions which
may be imposed by the Securities and Exchange Commission and subject
to the terms of a voluntary pooling agreement
The share consideration being paid by the Purchaser shall be
paid and transferred to the Vendor upon the Purchaser receiving
from the appropriate regulatory authorities such approval as is
necessary for the Purchaser to complete the terms of this Agreement.
The Vendor
will be entitled to receive from the Purchaser a share certificate
or share certificates representing the number of shares in the
capital of the Purchaser to which the Vendor is entitled, on or
before that day which is ten (10) business days from the date on
which approval for this agreement is received by the Purchaser
from the appropriate regulatory authorities.
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
The Vendor covenants and agrees with the Purchaser and represents
to the Purchaser as follows:
that the Vendor has good and
sufficient authority to enter into this Agreement on the terms,
covenants and conditions herein set forth, and the Vendor agrees
to duly observe, comply with and carry out each and every of such
terms, covenants and conditions;
that no person, firm or
corporation now has any agreement or option or any right capable
of becoming an agreement or option for the purchase from the Vendor
of the Technology; and
The Vendor
acknowledges that the Purchaser is relying upon the warranties
and representations contained herein in entering into this
agreement
and that the Purchaser relied upon such warranties and
representations
at the time the Agreement was entered into by the parties.
Notwithstanding any prior understanding, agreement, intention or
representation made by or between the parties prior to the date of
this agreement, the Vendor hereby expressly acknowledges and
agrees that the representations and warranties contained in this
clause were and are deemed to be made and effective from and
including the date on which the Agreement was entered into by
the parties.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser
hereby warrants and represents to the Vendors that:
the Purchaser is a company duly
incorporated pursuant to the laws of the State of Nevada, the
shares of which are publicly traded on the NASDAQ - OTC Bulletin
Board quotation system;
the Purchaser has the power and
capacity to enter into this Agreement and to complete the
transaction contemplated herein; and
the Purchaser has an authorized
capital of 100,000,000 common shares without par value and that
no other class of share capital has been authorized or is
outstanding.
EXECUTION OF FURTHER AGREEMENTS
The parties
hereto agree to execute such agreements, make such undertakings
and do all things necessary to bring this agreement into force
and effect, including, but not limited to, entering such
agreements as are required by the regulatory authorities having
jurisdiction over the transaction contemplated hereby.
INDEMNIFICATION
The Vendor
covenants and agrees to indemnify and save harmless the Purchaser
of and from any loss, claim, damage, cost or expense whatsoever
arising out of, under or pursuant to any breach of any
representation, warranty or covenant of the Vendor contained
in this agreement.
NOTICE
Any notice to be
given hereunder shall be in writing and may be delivered
personally. Any item to be delivered to the Vendors shall be
addressed to the Vendor at the address of the Vendor first
above written.
Any notice to be delivered to the Purchaser shall be addressed to
the Purchaser at:
Landstar, Inc.
Suite 700 - 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Notice shall be deemed to have been received at the time of
delivery.
GENERAL
This Agreement
constitutes the entire agreement between the parties hereto with
respect to the sale by the Vendor and the purchase by the Purchaser
of the Technology and there are no representations, warranties or
agreements collateral hereto, expressed or implied, other than as
herein expressly set forth.
This Agreement
shall not be assignable by the Purchaser or the Vendor without
the written consent of the other party first having been obtained.
Forbearance or
indulgence of the Vendor or the Purchaser, in any regard
whatsoever shall not constitute estoppel, acquiescence or a waiver
by the Vendor or the Purchaser as the case may be of such covenant
or condition and, until complete performance or observance by
the Purchaser, or the Vendor, as the case may be, of such covenant
or condition, the Vendor or the Purchaser shall be entitled to
invoke any remedy available to it under this Agreement or by law,
despite any such forbearance or indulgence. This Agreement shall
not be amended except in writing signed by the parties hereto.
Time shall be of
the essence in this Agreement.
This Agreement
shall enure to the benefit of and be binding upon the Purchaser
and its respective heirs, executors, administrators and permitted
assigns and to the benefit of and be binding upon the Vendor and
its successors and assigns.
This Agreement
shall be governed by and interpreted in accordance with the laws
in effect in British Columbia, and is subject to the exclusive
jurisdiction of the Courts of British Columbia.
IN WITNESS WHEREOF the Purchaser and Vendor have hereunto affixed
their hands and seals the day and year first above written.
THE CORPORATE SEAL OF )
UNITED TRANS-WESTERN, INC. )
was hereunto affixed in the )
presence of: )
) C/S
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Authorized Signatory )
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Authorized Signatory )
)
THE CORPORATE SEAL OF )
LANDSTAR, INC. was )
hereunto affixed in the )
presence of: )
) C/S
)
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Authorized Signatory )
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Authorized Signatory )
