XXXX OF SALE AND ASSIGNMENT
Disaster Plus Corp., a Utah corporation (hereinafter
collectively called "Assignor"), for One Dollar ($1.00) and other
valuable consideration, receipt of which is hereby acknowledged, by
these presents does sell, assign, transfer and convey unto Venturi
Technologies, Inc., a Nevada corporation (hereinafter called
"Assignee"), its successors and assigns, the following described
property, leases, licenses and intangible property:
All tangible and intangible property, leases and
licenses of every kind and description and wherever
situated owned by Assignor or to which Assignor has any
right, title or interest on the date hereof, excepting
only those properties of Assignor listed on Schedule "A"
annexed hereto, and including, without limitation, all of
Seller's Assets as defined in a certain Agreement of
Purchase and Sale of Assets, dated as of October 5 , 1998
between Assignor as Seller and Assignee as Purchaser (the
"Agreement"), which includes, without limitation, the
following:
(i) All cash on hand and in bank accounts, notes
and loans receivable from customers, employees and
others, marketable securities and investments,
merchandise and all other inventories, packaging and
shipping materials and other supplies and supply
inventories, prepaid insurance, prepaid interest and
other prepaid items and deposits, cash surrender values
of all life insurance policies, contracts, choses in
action and causes of action, claims and rights of
recovery or setoff of every kind or character arising out
of transactions or events occurring on or prior to the
date hereof irrespective of the date on which any such
cause of action, claim or right may arise or accrue;
(ii) All fixed assets including, without
limitation, leaseholds and leasehold improvements,
fixtures, machinery, tools, equipment, cars and trucks;
(iii) All Books and records of Assignor;
(iv) All inventions, patents, transferable
licenses, transferable permits and transferable
franchises, trademarks, trade names, service marks,
service names, copyrights, know-how, stationery and other
imprinted material and office supplies, the right to
receive mail and other communications and shipment of
merchandise addressed to Assignor, its goodwill as a
going concern, and the Assignor's entire right to use the
name "Disaster Plus" or any similar name;
(v) All contracts, agreements and understandings to
which Assignor is a party or by which Assignor may have any
rights or obligations; and
(vi) All rights to use vendors, suppliers, dealers,
brokers and others, and all rights to deal with and sell to
customers, to use premises used by Assignor, and to rename,
sell, buy, lease or assemble all assets of Assignor.
Assignee hereby assumes and agrees to keep, perform and fulfill
all of Assignor's obligations arising after the date hereof with
respect to any of the leases, licenses and intangible property
transferred and assigned hereunder.
TO HAVE AND TO HOLD said rights, claims, causes of action,
property, assets, business and goodwill, as a going concern, unto
the said Assignee, its successors and assigns, to and for its use
forever.
AND, Assignor does hereby warrant, covenant and agree that it:
(a) has good and marketable title to the
properties and assets hereby sold, assigned, transferred,
conveyed and delivered, subject to such liens and other
encumbrances as are disclosed in the Agreement or any
schedules or exhibits thereto; and
(b) will warrant and defend the sale of, and title
to, said properties and assets against all and every
person or persons whomsoever claiming or to claim against
any or all of the same.
IN WITNESS WHEREOF, Assignor has caused this instrument to be
duly executed effective this 5th day of October, 1998.
ASSIGNOR:
Disaster Plus Corp., a Utah
corporation
By: s/
Its:
ASSIGNEE:
VENTURI TECHNOLOGIES, INC.
a Nevada corporation
By: s/
Its:
SCHEDULE "A"
(To Bill of Sale and Assignment)
Excluded Property and Assets
