Exhibit 10.9
FORM OF
AGREEMENT
BETWEEN XXXXXXX ASSET FUNDS, INC.
AND BIOFILTRATION SYSTEMS, INC.
TO PURCHASE
REMAINING 625,000 SHARES OF
A 504-D OFFERING
On March 31, 1999, Biofiltration Systems, Inc. (BIFS) agreed to sell 875,000
shares of its common stock to an entity called The Xxxxxxxxx Group. The stock
was sold on a conditional sales contract. Xxxxxxxxx brought in other partners to
purchase some of the stock. On September 1, 1999 BIFS was de-listed from the OTC
BB. Xxxxxxxxx decided at that time not to continue purchasing the stock as
agreed and defaulted on the contract. BIFS notified Xxxxxxxxx of the default and
gave the required ten-day notice.
Since the Xxxxxxxxx default BIFS contacted some of the original Partners and
they indicated an interest in purchasing the remaining 625,000 shares to
complete the purchase and close out the 504-D.
Because of its Principals earlier involvement in purchasing stock in the 504-D,
BIFS agreed to allow Xxxxxxx Asset Funds, Inc. "HAFI" and its Principals the
opportunity to purchase the remaining 625,000 shares for a reduced price because
BIFS is presently not listed on the OTC BB.
HAFI agreed to purchase, and BIFS agreed to sell the remaining 625,000 shares
for $0.50 per share.
The terms are as follows: Ten (10) equal payments of $30,000.00 each and one
payment of $12,500.00 BIFS will deliver to HAFI the stock in increments of ten
(10) 60,000 free trading share certificates upon payment to BIFS of $30,000.00
each. HAFI agrees to purchase a minimum of 60,000 shares each month for ten (10)
months and 25,000 shares on the final month. The first 60,000 shares shall be
delivered to HAFI and $30,000.00 paid to BIFS upon execution of this agreement
by both parties.
If purchaser does not make the requires payments as agreed, this agreement may
be cancelled by either party upon a ten (10) day written notice to the
defaulting party.
By execution of this agreement, both parties agree to all terms and conditions
as written above.
XXXXXXX ASSET FUNDS, INC. BIOFILTRATION SYSTEMS, INC.
By: /s/ Xxx Xxxxxxx By: /s/ Alpha Xxxxxx
Its President Its President & CEO
Date: March 4, 2000 Date: March 4, 2000
