Exhibit 10.5
ASSIGNMENT AGREEMENT
This Assignment is dated for reference the 15th day of May, 2005
BETWEEN : FIRSTLINE RECOVERY SYSTEMS INC., a British Columbia (Incorporation No.
BC0565677) having its registered office at 102- 00000 Xxxxxxx Xxxxxxxx Xxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx, X0X0X0.
(hereinafter referred to as the "Assignor" )
OF THE FIRST PART
AND : FIRSTLINE ENVIRONMENTAL SOLUTIONS INC., a Florida Incorporated Corporation
FEI No. 6150016885, having its Registered Agent office at 0000 X.X. 000xx Xxxxxx
Xxxxx 000 Xxxxx. Xxxxxxx, 00000.
(hereinafter referred to as the "Assignee" )
OF THE SECOND PART
A. WHEREAS Firstline Recovery Systems Inc. is a wholly-owned subsidiary of
Firstline Environmental Solutions Inc. and has financial interest in the
business success of Firstline Recover)' Systems Inc.
B. The Assignor is the holder and registered owner of certain Mineral Claims in
the Province of British Columbia. Canada, and more particularly known and
described from the BC Mining Title Office as: Tenure Numbers 506325. 506328,
506333, 506335, 506336,. 5O6337, ( 000000 Xxxx Xxxxxx Claim ) and 374389 Joytown
Placer Claim ).
(Hereinafter called the Mineral Tenure and Placer Claims)
NOW THEREFORE IN CONSIDERATION of the premises and of the covenants herein
contained, it is hereby mutually covenanted, agreed and acknowledged between the
parties as follow:
1. The Assignor does and shall assign all of its interest in the Mineral
Tenure and Placer Claims now held for the purchase price of One Hundred and
two thousand and two Canadian Dollars. Assignor assigns to the beneficiary
of the Assignee and the Assignee^ successors and Assigns forever, and shall
work, transfer, lease or dispose of the Mineral Tenure claims in such
manner as the Assignee will lawfully direct.
2. The Assignee covenants and agrees with the Assignor that the Assignee will
indemnify and save harmless the Assignor from any and all claims, demands,
payments of money, causes of action, suits, judgments arising out of or in
connection with the Mineral Tenure Claims.
3. The Assignor herby covenants and agrees with the Assignee to deliver such
other documents and undertakings as necessary to cause meetings to be held,
and resolutions to be passed by the directors in order to do and perform
the necessary duties to give full effect of this Assignment Agreement.
4. This Agreement shall enure to the benefit of the parties hereto and shall
be governed by the laws of the Province of British Columbia.
5. The Assignee agrees to be responsible for and to pay all costs and
expenses, including solicitor's fees and accountant's fees, incurred by the
Assignor in connection and the execution or tins Agreement.
IN WITNESS WHEREOF the parties have duly executed these presents the day and
year first above written.
FIRSTLINE RECOVERY SYSTEMS INC
/s/XXXX XXXXX
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Authorized Signatory
Xxxx Xxxxx, Secretary' & Director
FIRSTLINE ENVIRONMENTAL SOLUTIONS INC.
/S/XXX XXXXXX
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Authorized Signatory
Xxx Xxxxxx, President & Director
