STOCK PURCHASE AND ASSIGNMENT AGREEMENT
This Agreement made December 22, 2005, between Xact Aid, Inc. (`Xact") a
corporation organized and existing under the laws of the State of Nevada, with
its principal office located at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx 00000, and Xxxxxx Xxxxxxx Life Sciences, Inc. ("Xxxxxx Xxxxxxx") with
its principal office located at 000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxxxx 00000
For valuable consideration, receipt of which is acknowledged, the parties
agree as follows:
Purchase of Shares: Xact shall purchase, subject to the terms and
conditions set forth in this agreement, One Million (1,000,000) shares of the
common stock of Xxxxxx Xxxxxxx, for the consideration and assumption of
liabilities as hereinafter set forth.
Consideration: Xact Aid, Inc. ("Xact Aid") to Xxxxxx Xxxxxxx Life Sciences, Inc.
("Xxxxxx Xxxxxxx")
1. Xact Aid sells, assigns and transfers to Xxxxx Xxxxxxx any and
all of its rights, title and interests, in connection with
that certain Assignment of Pending Patent dated September 26,
2005 between Xact Aid and Xxxxxx X. Xxxxxxx, III, an
individual.
2. Xact Aid sells, assigns and transfers to Xxxxx Xxxxxxx any and
all of its rights, title and interests, in connection with
that certain License Agreement of Intellectual Property dated
September 26, 2005 between Xact Aid and Xxxxxxx-Xxxxx
Diagnostics, Inc. a Delaware corporation.
3. Xact Aid assigns and transfers to Xxxxxx Xxxxxxx the balance
due on those certain loans dated July 28, 2005 in the
approximate sum of $20,000 in the aggregate.
4. Xact Aid assigns and transfers to Xxxxxx Xxxxxxx all right,
title and interest of Xact Aid in that certain product line
named "XACT AID" along with its Trademark "Xact AID" filed on
8-30-04, U.S. Trademark Application S/N 78/476.009 and given
U.S. Trademark Office Registration No. US 050805269,
(including all goodwill appurtenant thereto). Xact Aid further
assigns and transfers to Xxxxxx Xxxxxxx the confidential and
proprietary information, including any formula, pattern,
compilation, method, invention, technique or process used in
the manufacture of the XACT AID product (the "Know-How"), all
inventory in an amount of $42,899, and all registrations for
any and all Domain Names together with source codes, user name
and pass words together with any and all documents necessary
or required to transfer the Domain Names to Xxxxxx Xxxxxxx as
well as all books and records, notes or other materials of the
Xact Aid relating to it's suppliers and customer list.
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5. Xact Aid assigns and transfers that certain rent security
deposit in the amount of $225.00.
Consideration and assumption of Liabilities: Xxxxxx Xxxxxxx Life Sciences, Inc.
("Xxxxxx Xxxxxxx") to Xact Aid, Inc ("Xact Aid")
1. The assumption by Xxxxxx Xxxxxxx of the principal balance plus
accrued interest due on that certain promissory note dated
April 30, 2004 in the approximate sum of $47,300.
2. The assumption by Xxxxxx Xxxxxxx of the balance due on that
certain promissory note dated April 8, 2004 in the approximate
sum of $10,702.
3. The assumption by Xxxxxx Xxxxxxx corporation of certain vendor
accounts payable in the approximate sum of $44,486.
4. The issuance to Xact Aid of 1,000,000 shares of Xxxxxx Xxxxxxx
common stock.
Closing: The closing of this transaction shall occur within 30 days
from the execution of this Agreement
Severabilty: The invalidity or unenforceability of any provision of
this agreement shall not affect the validity or enforceability of any other
provision of this agreement, and each other provision of this agreement shall be
severable and enforceable to the extent permitted by law.
Waiver: Any provision contained in this agreement may be waived,
either generally or in any particular instance, by the board of directors of
corporation.
Binding Effect: This agreement shall be binding on, and inure to the
benefit of, Corporation and Purchaser and their respective heirs, executors,
administrators, legal representatives, successors, and assigns.
Notice: Any notice required or permitted under this agreement shall
be deemed served if personally delivered or mailed by registered or certified
mail postage prepaid and properly addressed to the respective party to whom such
notice relates at the addresses set forth in this agreement or at such different
addresses as shall be specified by notice given in the manner provided in this
section.
Entire Agreement: This agreement constitutes the entire agreement
between the parties, and supersedes all prior agreements and understandings
relating to the subject matter of this agreement.
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Amendment: This agreement may be amended or modified only by a
written instrument executed by both corporation and employee.
Governing Law: This agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of California.
Execution: This agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.
The parties have executed this agreement on the date first above written.
Xact Aid, Inc. Xxxxxx Xxxxxxx Life Sciences, Inc.
By: /s/ Xxxx Xx Xxxx By: /s/ Xxxx Xxxxxxx
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Xxxx Xx Xxxx, Secretary Xxxx Xxxxxxx, President
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