ASSET TRANSFER AND DEBT RESOLUTION AGREEMENT
This agreement dated August 10, 2006, between Diversifax Inc. a
Delaware Corp. (hereafter referred to as the "Seller"), and Invictus
Industries, LLC company (hereinafter referred to as the Buyer").
The Seller holds all ownership interests in the assets being sold and through
this agreement wishes to eliminate all debt owed to, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, who
holds notes, totaling approximately $2,900,000.00. as well as notes for two (2)
automobiles, leases and or any other obligation the Seller may have entered
into, prior to the closing. The exact amount will be calculated at the end of
the accounting period.
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF ASSETS
1. Purchase and CityplaceSale. Subject to the terms and conditions set forth in
this agreement, the Seller agrees to sell to the Buyer, and the Buyer agrees to
purchase from the Seller, at the closing of this agreement, the Assets described
in the attached Exhibit "A", which are owned by the Seller, free and clear of
any debt, lien or encumbrances, or as otherwise stated on Exhibit "A", in
exchange for the accumulated debt owed to ▇▇. ▇▇▇▇▇▇▇▇. The amount is
approximately $2,900,000.00. The actual amount will be calculated, when the
accounting period ends.
2.1 Time and Place. Not applicable.
2.2 The Seller agrees to supply all the necessary paperwork to transfer, where
necessary, the name of the Buyer, in exchange for the name of the Seller (Stock
Transfers, notes, I.O.U.'s, Titles, etc.) immediately, upon the Buyer's request,
when or if needed.
2.2 The Seller agrees that Exhibit "A", shall contain an inventory list, but
since the inventory is spread over two states, it would be difficult to list all
the items. The Seller agrees, the entire inventory in the Buyer's possession,
shall be construed as being on the list, even though the item or items are not
listed, or the exact quantity, is not ascertained. This list shall include, but
not specifically, described, all the companies under the Diversifax umbrella.
i.e.: Capital Copy Inc., I.M.S.G. Systems Inc., Reflex Systems, ▇.▇. ▇▇▇▇, Inc.
dab ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, etc, as well as the bank account's and balance in the
account's at closing. The Buyer will pay expenses as incurred for Diversifax,
Inc., after the closing for items or services supplied to Diversifax, Inc.,
prior to the closing date. Furthermore, the list shall include but not limited
to certain shares of stock, namely: shares of stock and warrants to purchase
shares of stock in Evolve One, Inc. Vertical Computer Services, Inc, warrants to
purchase stock of Onspan, I.O.U. notes from ▇▇▇▇ ▇▇▇▇▇▇, the notes from the sale
of assets from Capital Copy Inc., located in South Carolina, to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
. ARTICLE 2
Representation and Warranties of the Seller
3.1 The seller affirms they have the authority to enter this agreement and to
perform its obligations hereunder.
3.2 The Seller has the necessary authorizations and approvals from all the
Board of Directors required for the execution and delivery of this agreement and
the consummation of the transactions contemplated herein.
3.3 Title to Assets. Seller has and at the convenience of the Buyer will
transfer to the Buyer , sole beneficial ownership of the Assets, listed in
Schedule" A", or as referenced in 2.2,and is free and clear of any mortgage,
lien, pledge, or encumbrances.
3.4 Non Contravention. The execution and delivery of this agreement and the
consummation by the Sellers of the transaction contemplated hereby and thereby
will not violate or conflict with any provision of the Articles of Organization
or By-Laws of the Seller.
3.5 Liens. There are no Liens.
3.6 Disclosure. No representation or warranty by the Seller in this agreement,
the Disclosure Schedule or in any certificate delivered or to be delivered to
the Buyers in connection with the consummation of the transactions contemplated
hereby contains or will contain any untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make
statements contained therein truthful.
3.7 Notices. All notices, demands and other communications hereunder shall be
in writing or by written telecommunication, and shall be deemed to have been
duly given if delivered personally or if mailed by certified mail, return
receipt requested, postage prepaid, or if sent by overnight courier, or sent by
written telecommunications, as follows:
If to the Sellers, to
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. Y. 11580.
If to Buyers,
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇
Any such notice shall be effective (a) if delivered personally, when
received, (b) if
Sent by overnight courier, when receipted for, (c) if sent by written
telecommunication, when dispatched.
3.8 Entire Agreement. This agreement (including the exhibits), contains the
entire understanding of the parties, supersedes all prior agreements and
understanding relating to the subject matter hereof and shall not be amended
except by written instrument hereafter signed by all the parties hereto. The
Sellers and Buyers acknowledge that no party hereto is making any representation
or warranty relating to the subject matter of this Agreement except as expressly
set forth in this Agreement.
3.9 Governing Law, Jurisdiction & Venue. The Sellers and the Buyers agree
that this contract shall be governed according to the laws of the State of
StateplaceFlorida with respect to validity, construction and enforcement.
SELLER
DIVERSIFAX INC.
__________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as President
BUYER
__________________________
▇▇▇▇▇. ▇. ▇▇▇▇▇▇▇▇ as President
