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EXHIBIT 10.11
ASSET SALES AGREEMENT
This Asset Sales Agreement is made at Houston, Texas, as of
this 15th day of November, 1997 by OCS, Inc., hereinafter referred to as
"Seller," and ZEROS USA, Inc., hereinafter referred to as "Buyer."
Recitals
1. Seller desires to sell to Buyer all of the assets of OCS, Inc., which
company owns all of the assets listed on Exhibit "A," which is
incorporated herein for all purposes as if set out in full. It is
understood that the assets include, inter alia, all ultrasonic units
and the related licenses to use said ultrasonic units.
2. Buyer desires to buy from Seller all of the assets of OCS, Inc., which
company owns all the assets described in Exhibit "A."
Consideration
3. Now, therefore, Seller shall transfer to Buyer on the books of OCS,
Inc., and on the terms and conditions set forth as follows:
a. $100,000.00 in cash
b. 1,000,000 shares of ZEROS USA, Inc., Golden Preferred Stock
Payment of Consideration
4. The stock of ZEROS USA, Inc., shall be transferred at the time and
place indicated at paragraph 8 below.
5. The payment to Seller of the consideration referenced in paragraph 3
also shall be paid at the time and place indicated at paragraph 8
below.
Warranties by Seller
6. Seller hereby warrants and represents to Buyer that:
(a) Seller is the sole owner of said assets with full right to
sell or dispose of the assets of said business as Seller may
choose and no other person or persons whatsoever have any
claim, right, title, interest, or lien, in, to or on said
business except as shown on the financial records of said
business inspected by Buyer;
(b) No litigation, actions, or proceedings, legal, equitable,
administrative, through arbitration, or otherwise, are pending
or threatened that might affect the consummation of the
purchase and sale described in this Agreement;
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(c) Seller owes no obligations and has contracted no liabilities
affecting said assets or that might affect this Agreement that
are not shown on the financial records inspected by Buyer;
(d) Seller shall execute and deliver to Buyer a Xxxx of Sale for
all the assets of OCS, Inc.
Compliance with Bulk Sales Law
7. The sale of the assets of OCS, Inc., described in this Agreement in
not subject to the Bulk Transfer Provisions of the Texas Uniform
Commercial Code.
Time and Place of Sale
8. This Agreement shall be consummated at 1 P.M., on November 15, 1997 at
000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
Conduct of Business
9. Pending consummation of this Agreement, Seller shall continue to
operate said business in the same manner as it has been operated by
Seller in the past.
Costs and Expenses
10. All costs and expenses incurred in this Agreement in the manner
prescribed by this Agreement shall be borne by Seller and Buyer in the
following manner:
(a) Each party, Seller and Buyer, having been represented by its
or his attorney in this transaction, shall pay the fee of the
attorney who represented it or him in negotiating this
Agreement and supervising the terms described in it;
(b) Any and all closing costs and expenses arising from the
performance of this Agreement, if any, shall be borne by the
parties, Seller and Buyer, in equal proportions.
Indemnity Agreement by Seller
11. All costs and expenses incurred in this Agreement in the manner
prescribed by this Agreement Except as otherwise expressly provided in
this Agreement, Seller shall indemnify and hold Buyer and the property
of Buyer, including said business and the assets of said business,
free and harmless from any and all claims, losses, damages, injuries,
and liabilities arising from or on account of Seller's ownership of
any of the assets of said business that are subject to this Agreement.
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No Representations
12. Buyer agrees with and represents to Seller that said assets of said
business, and the financial records of said business described above
have been inspected by Buyer, and that said assets subject to this
Agreement are being transferred to Buyer as a result of such
inspection and not as a result of any representations made by Seller
or by any agent of Seller that are not incorporated in this Agreement.
Covenant Not to Compete
13. Seller agrees that it will not at any time immediately following the
consummation of this agreement directly or indirectly engage in, or
have any substantial interest in or in common with any person, firm,
or corporation that engages in inspection services similar to, or
competitive with the business described in this Agreement so long as
Buyer shall engage in such businesses in the same area.
Entire Agreement
14. This Agreement constitutes the sole and only agreement between Seller
and Buyer respecting said assets described in this Agreement, and
correctly sets forth the obligations of Seller and Buyer to each other
as of this date. Any agreements or representations respecting said
business not expressly set forth in this Agreement are null and void.
Notices
15. Any and all notices or other communications required or permitted by
this Agreement or by law to be served on or given to either party
hereto, Seller or Buyer, by the other party to this Agreement shall be
in writing and shall be deemed duly served as follows:
a. On Seller: OCS, Inc., X.X. Xxx X, Xxxxxxxxx, Xxxxx 00000.
b. On Buyer: ZEROS USA, Inc., 000 Xxxxx Xxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000.
Either party may change the party's address for the purposes of this
Paragraph by giving the other party written notice by certified mail,
return receipt requested, of the new address in the manner set forth
above.
Attorney's Fees
16. Should any arbitration be commenced between the parties to this
Agreement concerning said business, this Agreement, or the rights and
duties of either in relation thereto, the party, Seller or Buyer,
prevailing in such arbitration shall be entitled, in addition to such
other relief as may be granted, to a reasonable sum as and for
attorney's fees in such arbitration that shall be determined by the
arbitrator or in a separate action brought for that purpose.
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No Assignment
17. Neither this Agreement nor any interest therein shall be assigned by
Seller or Buyer without the written consent of the other.
Binding on Heirs
18. This Agreement shall be binding on and shall inure to the benefit of
the heirs, executors, administrators, successors, and assigns of the
parties hereto, but nothing contained in this Paragraph shall be
construed as a consent to any assignment of this contract by either
Seller or Buyer.
Law Governing Agreement
19. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
OCS, Inc., Seller
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By: Xxxxx Xxxxx, President
ZEROS USA, Inc. Buyer
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By:
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Exhibit A
Accounts Receivable
Inspection Equipment
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XXXX OF SALE
OCS, Inc. ("Seller"), of X.X. Xxx X, Xxxxxxxxx, Xxxxx 00000, hereby
sell, assign and transfer to ZEROS USA, Inc., Buyer"), 000 Xxxxx Xxxx Xxxx,
Xxxxx 000, Xxxxxxx, Xxxxx 00000 the property described in the attached Exhibit
for the amount of $100,000.00 and 3,000,000 shares of Golden Preferred Stock.
The Seller warrants that the property is being transferred to the
Buyer free and clear of any liens and encumbrances.
The above property is sold on an "as is" basis. The Seller makes no
warranties, express or implied (except as specifically stated above).
This transfer is effective as of September 30, 1997.
The property is now located at 0000 Xxxxxxxxx, Xxxxxxx, Xxxxx and all
of such property is in the possession of the Seller.
OCS, Inc.
By:
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Xxxxx Xxxxx, President, OCS, Inc.
ZEROS USA, Inc.
By:
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Xxxxx Xxxxxx, Secretary
