EXHIBIT 10.3
AGREEMENT OF SALE
PARTIES
This is an Agreement between Food Franchises, Inc., located at 00000
Xxxxxx Xx., #0, Xxxxxxxxx, Xxxxxxxx 00000, ("Buyer"), and Tatonka Energy, Inc.
("Seller") an Oklahoma corporation, with offices at 00000 Xxxxxxx Xxxx, Xxxxx
000, Xxxxxx, Xxxxx, (sometimes herein collectively referred to as the
"Parties").
REPRESENTATIONS AND AGREEMENT
Seller represents that it currently has good title to those items of
equipment listed on Exhibit "A" hereto ("Equipment"). Buyer agrees to purchase
the Equipment for the Purchase Price listed below. Seller represents that the
Equipment is free and clear of all claims, liens, or other encumbrances and is
fully transferrable, and agrees to sell, transfer and convey the Equipment to
Buyer, in consideration of the Purchase Price below.
PURCHASE PRICED:
Thirty Seven Thousand, Four Hundred and Forty-Eight and 25/100 Dollars
($37,488.25), such sum to be paid to Seller as follows: $5,000,00 on or before
March 18, 1997, and the balance on or before May 15, 1997. Buyer agrees that
Seller is extending credit during the period until final payment is received and
grants a security interest to Seller in all items listed on the attached
Exhibits and further gives permission for Seller to file a copy of this
Agreement, or other appropriate documentation, with the Secretary of State's
office, or other government agencies, to record and give public notice of the
security interest and lien hereby granted to Seller in the items listed in the
attached Exhibits.
EXHIBITS
The attached Exhibit "A" (two pages) and are fully incorporated herein.
SECURITY AGREEMENT
As stated above, Seller is granted a security interest in the items
listed in the attached Exhibits. To further secure Seller's position in the
above described transaction, and as security for any and all amounts which may
be loaned or advanced to Buyer by Seller or its Assignees in the future, Buyer
hereby grants and conveys to Seller a UCC Article 9 Security Interest in the
following property of Buyer, such property to be considered Collateral.
All items listed in the attached Exhibits (2 pages), consisting of
restaurant equipment and goods and supplies; all inventory of Buyer; all
accounts receivable, cash, checks and chattel paper of Buyer; all equipment of
Buyer; all proceeds of inventory, equipment, chattel paper or accounts
receivable of Buyer; all after-acquired inventory, equipment, accounts
receivable, chattel paper, cash, checks, or other property of Buyer where not
exempt by law.
31
Buyer agrees and represents that there are no other liens, security
agreements, or indebtedness relating to the above described Collateral. Buyer
states that it has full authority to grant this security interest and that the
above listed Collateral is owned free and clear by Buyer.
In the event of a default in payment by Buyer of any amounts due on the
above described obligation, Seller may declare the entire obligation accelerated
and due and payable immediately, without further notice to Buyer.
Buyer will be considered in default for the purposes of this Agreement
should any of the following occur: Buyer fails to make a scheduled payment under
the terms above; Buyer becomes insolvent; Buyer ceases to do business for more
than three successive days (not including federal holidays). Buyer agrees to
execute and file any and all financing statements or other documents required by
Seller to perfect this Security Interest. Buyer waives all demand, notice,
protest and presentment for payment in connection with any collection efforts
which Seller may employ to collect the debt outlined above. Buyer agrees that
Seller does not have to exhaust all rights against Buyer before demanding
payment hereunder. Buyer agrees to be responsible for, pay for, and to indemnify
and hold Seller harmless for all collection fees, court costs, reasonable
attorneys fees, or any other amounts expended by Seller in collection efforts in
connection with the above described loan and debt. Buyer further assigns and
conveys to Seller any and all rights to any commissions, fees, rents or other
proceeds it may be entitled to receive in connection with the above described
Collateral and hereby appoints Seller as its agent to collect all such sums
should Buyer default in this loan. Buyer hereby conveys and assigns to Seller
any and all rights to insurance proceeds which it may have in connection with
the above described Collateral. Buyer agrees that it may not assign or transfer
its obligations hereunder without the express written consent of Seller. Buyer
waives any and all defenses which it may be able to assert against any assignee
of Seller. Should any part of this Agreement be unenforceable under applicable
law, at the sole election of Seller, the rest and remainder shall continue in
full effect and force. Buyer agrees to indemnify and hold harmless Seller, its
assigns, employees and agents from any and all liability, loss, damages, costs,
expenses, causes of action, suits, claims, demands or judgments which arise from
or in connection with this Agreement, including any and all punitive, exemplary,
incidental, consequential, or other damages.
32
This Agreement will be governed in all things by the laws of the State
of Texas and the parties hereby submit themselves to the exclusive jurisdiction
of the courts of that State.
SIGNED
On this 12th day of March, 1997.
TATONKA ENERGY, INC. ("Seller")
By: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxx, Xx., President
("Buyer")
By: /s/ Xxxxx X. Xxxxx President
------------------------ ---------
Authorized Agent Title
33
