EXHIBIT 10.4
X.X. XXXXXXXX & SONS TRADE-NAME
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.
(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
24
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 August 8, 2003 at the offices of the
Purchaser.
IN WITNESS WHEREOF the parties hereto have duly executed this agreement as
of 7th August, 2003.
WIRELESS AGE COMMUNICATIONS, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------
PINE RIDGE HOLDINGS LTD.
By: /s/ XXXXX X. XXXXXXXX
---------------------
25
