EXHIBIT 99.4
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT DATED AS OF THE 2ND DAY OF JULY, 2003 IS MADE
BETWEEN
WIRELESS AGE COMMUNICATIONS, INC., a corporation incorporated
under the laws of the State of Nevada, one of the United States
of America,
(hereinafter called the "Purchaser")
- and -
PINE RIDGE HOLDINGS LTD., a corporation incorporated under the
laws of the Province of Ontario, Canada
(hereinafter called the "Vendor")
WHEREAS the Vendor is the beneficial owner of all right, title
and interest in the tradename "X.X. Xxxxxxxx & Sons" (the "Trade-Name") existing
at common law by virtue of use thereof in Canada; and
WHEREAS the Vendor has agreed to sell and the Purchaser has
agreed to purchase the Trade-Name, together with the goodwill of the business
carried on in association with Trade-Name.
NOW THEREFORE for good and valuable consideration, the parties
hereto agree as follows:
1. PURCHASE PRICE
Subject to the terms and conditions hereof, the Purchase
Price payable by the Purchaser to the Vendor for the
Trade-Name will be satisfied by the Vendor issuing
1,500,000 Wireless Age Communications, Inc.
restricted common shares to the Vendor.
2. REPRESENTATIONS AND WARRANTIES OF THE VENDOR
By the Vendor's acceptance hereof, the Vendor represents
and warrants as follows and hereby acknowledges and
confirms that the Purchaser is relying on such
representations and warranties with the purchase of
the Trade-Name:
(a) The Trade-Name is owned by the Vendor as the beneficial owner
thereof and the Vendor has good and marketable title thereto,
free and clear of all mortgages, liens, charges, security
interests, adverse claims, demands and encumbrances
whatsoever.
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(b) No person, firm or corporation has any agreement or option or
any right or privilege (whether pre-emptive or contractual)
capable of becoming an agreement for the purchase from the
Vendor of the Trade-Name.
(c) The entering into of this agreement and the consummation of
the transactions contemplated hereby will not result in the
violation of the terms and provisions of any agreement,
written or oral, to which the Vendor may be a party.
3. GOVERNING LAWS
This agreement shall be governed and construed in accordance with the laws of
Ontario and the laws of Canada applicable therein.
4. CLOSING
The Closing shall take place on July 25, 2003 at the offices of the Purchaser.
IN WITNESS WHEREOF the parties hereto have duly
executed this agreement as of 25th July, 2003.
WIRELESS AGE COMMUNICATIONS, INC.
BY:______________________________________
PINE RIDGE HOLDINGS LTD.
BY:______________________________________
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