Exhibit 10.7
THIS INDENTURE dated the 30th day of April, 1999
BETWEEN:
RAJ X.X. XXXX, Businessman, of
00000 - 00xx Xxxxxx,
Xxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called the "Grantor")
OF THE FIRST PART
AND:
SPECTRUM TRADING INC., (Inc. #396738) a Company
duly incorporated pursuant to the laws of the
Province of British Columbia and having its
registered and records offices at 00000 - 000xx
Xxxxxx, Xxxxxx, X.X. X0X 0X0
(hereinafter called the "Grantee")
OF THE SECOND PART
WHEREAS the Grantor
(a) is possessed of the formulas and methodology used by the Purchaser to
manufacturer their current line of products (the "Assets");
(b) has agreed with the Grantee for the absolute sale to them upon the
terms and conditions and for the consideration hereinafter set forth:
NOW THIS INDENTURE WITNESSETH:
In consideration of and for the allotment and issuance to the Grantor of
2,500,000 common shares without par value in the capital of the Grantee with a
redemption value of $.15 per share and aggregate value of:
THREE HUNDRED AND SEVENTY FIVE THOUSAND ($375,000.00) DOLLARS
of lawful money of Canada, issued by the Grantee to the Grantor at or before
the sealing and delivery of this Indenture, the receipt whereof the Grantor
hereby acknowledges, the Grantor hereby bargains, sells, assigns, transfers
and sets over all and singular the Assets, and all the right, title, interest,
property, claim and demand of the Grantor thereto and therein, unto the
Grantee, to and, for its sole and only use forever.
The Grantor hereby covenants, promises and agrees to and with the Grantee
(a) that the said Assets are now IN THE POSSESSION OF the Grantor;
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(b) that he, the Grantor, is now rightfully and absolutely possessed of and
ENTITLED TO the said Assets hereby assigned, and to all and every part
of them.
(c) that he, the Grantor, now has in himself GOOD RIGHT TO ASSIGN the said
Assets unto the Grantee in the manner aforesaid and according to the
true intent and meaning of this Indenture.
(d) that the said Assets are FREE AND CLEAR of all charges and encumbrances
of every nature and kind whatsoever.
(e) that Grantor, will INDEMNIFY and save harmless the Grantee from
any and all charges and encumbrances not so set forth and described herein.
(f) that Grantee shall and may from -time to time, and all times
hereafter, peaceably and quietly have, hold, possess and enjoy the said Assets
hereby eac assigned, and all and every part of them, to and FOR ITS OWN USE
and benefit without any manner of hindrance, interruption, molestation, claim
or demand whatsoever of, from or by him, the Grantor, or any person
whomsoever.
(g) that he, the Grantor, shall and will from time to time, and at all
times hereafter, upon every reasonable request of the Grantee, but at
the expense of the Grantee, make, do and execute, or cause or procure
to be made, done and executed, all such FURTHER ACTS, deeds and
assurances for the more effectual assignment and assurance of the said
hereby assigned Assets unto the Grantee, in the manner aforesaid, and
according to the true intent and meaning of this Indenture, as shall be
reasonably required by the Grantee.
AND IT IS EXPRESSLY AGREED between the parties hereto that all grants,
covenants, provisos and agreements rights powers, privileges and liabilities
contained in this Indenture shall be read and held as made by and with,
granted to and imposed upon, the respective parties hereto, and their
respective heirs, executors, administrators, successors and assigns, -the same
as if the words heirs, executors, administrators, successors and assigns had
been inscribed in all proper and necessary places; AND wherever the singular
or the masculine pronoun is used, the same shall be construed as meaning the
plural or feminine or the body politic or corporate where the context or the
parties hereto so require, and where a party is more than one person, all
covenants shall be deemed to be joint and several.
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IN WITNESS WHEREOF
The Grantor has hereunto set his hand the 30th day of April, 1999.
OFFICER Y/M/D PARTY(IES)
SIGNATURE(S) SIGNATURES
By: /s/Xxxxxxx Xxxxx
_____________________ By: /s/Xxx-Xxxxxxxx X. Xxxx
XXXXXXX XXXXX ___________________________
BARRISTER & SOLICITOR RAJ X.X. XXXX
00000 - 000xx xxxxxx
Xxxxxx, XX X0X 0X0
OFFICER CERTIFICATION: Your signature constitutes a representation that you
are a solicitor, notary public or other person authorized by the EVIDENCE ACT,
R.S.B.C. 1996, c.124, to take affidavits for use in British Columbia and
certifies the matters set out in Part 5 of the LAND TITLE ACT as they pertain
to the execution of this instrument.
