This bill of sale dated this 24th day of December 1998
TANGLE CREEK CATTLE CO.
(hereafter called the "Grantor")
OF THE FIRST PART
STRATHCONA CAPITAL CORPORATION
(hereafter called the "Grantee")
OF THE SECOND PART
Whereas by Xxxx of Sale dated the 18th day of December 1998 (attached as
Schedule "A") the Grantor purchased the goods. chattels and property set out in
the schedule to schedule "A" from the Receiver/Manager for Dustcheck Filters
Inc. for the consideration set out therein; and
Whereas the Grantor incurred certain legal costs in the aforesaid transaction to
insure good and sufficient title and to clarify and define the interests of the
Receiver/Manager (attached hereto as Schedule B): and
Whereas the Grantor has undertaken to pay an outstanding account payable to
Xxxxxx Xxxxxx Machine Co. in the amount of $3,575.00 U.S. to perfect title to
the 2 Lonatl Knitting Machines referred to in Schedule "A", and
Whereas the Grantor is in possession of all of the assets set out as `assets' in
Schedule "A";
Now therefore witnessed that in consideration of the sum of $18,653.55 U.S.
paid by the Grantee to the Grantor by promissory note (a copy of which is
attached as Schedule "C") receipt of which is hereby acknowledged, the
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Grantor has sold, assigned and transferred to the Grantee all its interests in
the Assets located at #000, 00000 - 000 Xxxxxx, Xxxxxxxx, XX. Canada and at the
business address of Xxxxxx Xxxxxx Machine Co., North Carolina, U.S.A.
The Grantor acknowledges to the Grantee that the Grantor has the right to assign
its interest in the assets to the Grantee.
The Grantee acknowledges that is has inspected the assets and conducted searches
and investigations with respect to the title of the Grantor therein and agrees
to purchase the assets as they stand, on a "as is - where is" basis.
In witness whereof the said parties to these presents have here unto set their
hands and seals, the day and year first above written.
Tangle Creek Cattle Co.
Per: /s/ [ILLEGIBLE]
------------------------------------
Strathcona Capital Corporation
Per: /s/ [ILLEGIBLE]
------------------------------------
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THIS BILL OF SALE made in triplicate this 18 day of December, 1998
BETWEEN:
DUST CHECK FILTERS INC.
by its Receiver/Manager,
Xxxx XxXxxxxxx & Associates Inc.
(hereinafter called the "Grantor")
OF THE FIRST PART
- and -
TANGLE CREEK CATTLE CO.
(hereinafter called the "Grantee")
OF THE SECOND PART
WHEREAS by a General Security Agreement and Chattel Mortgage all dated January
27, 1998, and registered with the Personal Property Registry on February 2, 1998
and September 9, 1998, (the "Security") Dust Check Filters Inc. acknowledged
itself indebted to Bank of Montreal and pursuant to the Security granted to Bank
of Montreal a security interest in all present and after acquired personal
property including specifically mentioned personal property and equipment;
AND WHEREAS pursuant to the appointment of Xxxx XxXxxxxxx & Associates Inc.
("XxXxxxxxx") as Receiver/Manager made by Bank of Montreal on the 22nd day of
October, 1998, notice of which has been duly filed in the offices of the
Registrar of Corporations, XxXxxxxxx was appointed Receiver/Manager of all the
property, assets and undertaking of Dust Check Filters Inc.
AND WHEREAS under the terms of the Security, XxXxxxxxx is entitled to take
possession of and to sell the goods, chattels and personal property set out in
Schedule "A" hereto (the "Assets"), subject to the terms and conditions
described in Schedule "A";
AND WHEREAS XxXxxxxxx is authorized to complete the within Bill of Sale;
NOW THEREFORE THIS BILL OF SALE WITNESSETH that in consideration of the sum of
TWENTY ONE THOUSAND NINE HUNDRED THIRTY FIVE ($21,935.00) DOLLARS inclusive of
G.S.T., of lawful money of Canada, paid by the Grantee to the Grantor (the
receipt whereof is hereby acknowledged) the Grantor has sold, assigned and
transferred to the Grantee all its interest in the Assets at 0000 - 00 Xxxxxx,
Xxxxxxx, Xxxxxxx.
The Grantor acknowledges to the Grantee that the Grantor has the right to assign
its interest in the Assets to the Grantee.
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-2-
The Grantee shall peaceably and quietly have, hold, posses and enjoy the Assets
and every one of them and every part thereof to and for its own use and benefit
without any manner of hindrance, interruption, molestation, claim or demand
whatsoever of, from, or by the Grantor.
THE GRANTEE ACKNOWLEDGES that it has inspected the Assets and conducted searches
and investigations with respect to the title of the Grantor therein, and agrees
to purchase the Assets as they stand, on an "as is - where is" basis, and it is
agreed that there is no representation, warranty, collateral agreement, or
condition, either express or implied, as to the condition or fitness for any
purpose thereof or as to the title of the Grantor thereto, except as expressly
stated herein, and it is agreed that the implied conditions and warranties
contained in the Sale of Goods Act, Revised Statutes of Alberta, Chapter S-2, as
amended, are expressly excluded and shall not apply to the sale effected hereby.
IT IS FURTHER AGREED that all grants, covenants, terms and stipulations herein
contained shall be binding on and be enforceable by and enure to the benefit of
the heirs, executors, administrators, successor and assigns of the parties
hereto, and that all such covenants shall be deemed to be several as well as
joint, and wherever the singular and the masculine are used throughout this
indenture the same shall be construed as meaning the plural or feminine or
neuter where the context or the parties so require.
IN WITNESS WHEREOF the said parties to these presents have hereunto set their
hands and seals, the day and year first above written.
DUST CHECK FILTERS NC.
by its Receiver/Manager
XXXX XXXXXXXXX & ASSOCIATES INC.
Per: /s/ [ILLEGIBLE]
(c/s)
TANGLE CREEK CATTLE CO.
Per: /s/ [ILLEGIBLE]
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SCHEDULE "A"
1. All right, title and interest in a contract to purchase moulds as per
letters dated March 26, 1998, December 5, 1997, directed from HRC Tool and
Die Mfg. Ltd., and all rights and interest in the moulds which Dust Check
Filters Inc. have acquired from HRC including rights of redemption (if any)
Dust Check Filters Inc. may have in Court of Queen's Bench Action #9803
20543 and the Order of Master X.X. Xxxxx dated December 15, 1998, a copy of
which is attached and marked Schedule "B".
2. The assignment of all rights and interest the Grantor has in and to an
invention relating to a DUST FILTER, as fully described and claimed in an
APPLICATION for a Canadian patent for such invention filed under serial
number 2,002,785 on November 10, 1989, and to all its corresponding right,
title and interest in and to any patent which may issue therefore. The
Grantor does not in any way represent or warrant that a patent will be
issued and that the patent process is only at the application stage and no
further and is with respect to Canada and no other jurisdiction.
3. The assignment of all rights and interest the Grantor may have in a product
known as Rubaglove and fabric related thereto. The Grantor makes no
representation or warranty as to ownership of any technology rights
whatsoever with respect to the Rubaglove product and fabric.
4. All rights of ownership in the 2 Lonatl Knitting Machines. These machines
are currently in the possession of Xxxxxx Xxxxxx Machine Co. of North
Carolina, U.S.A. It being acknowledged and understood there is no warranty
or representation that the person in possession of these machines will
deliver the Knitting Machines to the Grantee without further compensation.
5. Tag Number 2663 All Gloves approximately 21,000 gloves.
6. Tag Number 2665 Product knowledge and pamphlets for Dust Filters.
7. Tag Number 2659 containing approximately 18,000 Filters.
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SCHEDULE "B"
IN THE COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL DISTRICT OF EDMONTON
IN THE MATTER OF THE POSSESSORY LIENS ACT, R.S.A. 1980. c. P-13
BETWEEN:
H.R.C. TOOL & DIE MFG. LTD.
Applicant
- and -
DUST CHECK FILTERS INC.
Respondent
BEFORE MASTER X.X. Xxxxx ) ON TUESDAY, THE 15
DAY OF DECEMBER, 1998.
IN XXXXXXXX, )
)
LAW COURTS, EDMONTON, )
)
ALBERTA )
ORDER
UPON HEARING the application of H.R.C. TOOL & DIE MFG. LTD.; AND UPON
HEARING counsel for H.R.C. TOOL & DIE MFG. LTD.; AND UPON REVIEWING the
Affidavit of Xxxx Xxxxxxxxxxxx, filed; IT IS XXXXXX ORDERED THAT:
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2.
1. H.R.C. TOOL & DIE MFG. LTD. may sell the property set out in Schedule
"A" hereto, either by public auction, tender, or privately, at the
option of the Applicant, without further notices to any person (the
"Sale");
2. Leave is, hereby, granted to the Applicant, or any of its agents or
employees, to bid in any such public auction, or tender process;
3. The proceeds of the Sale shall be applied as follows:
(a) in payment of the expenses of the Sale and followed by payment of
the lienholder's debt and costs;
(b) in payment of the debt owing to H.R.C. TOOL & DIE MFG. LTD.,
including costs on Column 1, of Schedule "C" of the Alberta Rules
of Court;
(c) any remaining proceeds shall be paid into Court with notice
provided to the Respondent, Dust Check Filters Inc., of such a
payment being made;
4. Persons interested in purchasing any of the property set out in
Schedule "A" hereto may inspect said property at the Applicant's
premises at 0000-00 Xxxxxx, Xxxxxxxx, Xxxxxxx, upon reasonable notice
to the Applicant, on one occasion, and during normal operating hours,
with the right to any such inspections ending when a binding agreement
for the sale of the said property has been entered into by the
Applicant;
5. The Applicant is awarded its costs of this application and this matter
on the aforesaid basis, without limitation by the taxing officer.
/s/ [ILLEGIBLE]
MASTER IN XXXXXXXX
COURT OF QUEEN'S BENCH OF ALBERTA
ENTERED this 16 day of
December, 1998
/s/ [ILLEGIBLE]
Clerk of the Court
Queen's Bench of Alberta
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SCHEDULE "A"
1. Return Air End Cap Mold Base to be fitted with 4 Cavities 5 1/2" E.C.,
5 1/2" Spacer, 7 1/2" Spacer
2. Hot Runner Equipped 3-Way (Register Filter) Interchangeable 4" x 4" Cavity
Mold Base fitted with:
(4) - 2 1/4" x 12" Insert Sets
(4) - 3" x 10" Insert Sets
(4) - 4" x 10" Insert Sets
3. Hot Runner Equipped 2 Cavity Mold (Return Air) fitted with:
(1) - 6" x 14", 6" x 24" and 6" x 30" Cavity
(1) - 8" x l4", 8" x 24" and 8" x 30" Cavity
4. Register Filter End Cap Mold Base to be fitted with 6 Cavities 3" x 3"
Interchangeable Inserts for:
(3) - 2 1/4" E.C. Sets
(3) - 3" E.C. Sets
(3) - 4" E.C. Sets
and all equipment and parts ancillary thereto and all sketches, drawings
and designs related to all of the foregoing property.
Specifically excluded from the foregoing property are any rights, title or
interest in and to an invention relating to a DUST FILTER as fully
described and claimed in an application for a patent for such invention
filed on behalf of Dust Check Filters Inc. under serial number 2,002,785 on
November 10, 1989.
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December 22, 1998
TANGLE CREEK CATTLE CO.
IDEAL MANAGEMENT INC.
00000 00 X XXX
XXXXXXXX XX X0X 0X0
Dear Sirs:
Re: Dust Check
Due to our firm's year-end being December 31, 1998, we take this opportunity to
enclose our statement of account for services rendered with respect to the above
noted matter.
We trust you will find the same to be in order for payment but should you have
any questions or comments please do not hesitate to contact the writer.
Yours truly,
XXXXXXXXXXX KARVELLAS
Per: /s/ XXXXX X. XXXXXX
XXXXX X. XXXXXX
E-27
XXXXXXXXXXX KARVELLAS
3400 10180 000 XXXXXX
XXXXXXXX XX X0X 0X0
424-3800
FAX 000-0000
REMITTANCE COPY
PLEASE REMIT WITH PAYMENT
IDEAL MANAGEMENT INC. December 22, 1998
14016 00X XXX XXXXXXX #00000
XXXXXXXX AB
T5R 4X5 GST #12207 3125 RT
MATTER #17632-1
DUST CHECK
TOTAL THIS INVOICE:
TOTAL PROFESSIONAL FEES $1,139.00
TOTAL OTHER CHARGES 34.15
TOTAL TAXABLE DISBURSEMENTS 7.00
TOTAL AGENCY DISBURSEMENTS 0.00
TOTAL GST 82.61
---------
TOTAL AMOUNT DUE $1,262.76
=========
You can use your MASTERCARD or VISA to pay this bill. Simply fill in the
information below and return the same to our office.
CARD TYPE: _________________________________________
CARD NO.: _________________________________________
EXPIRY DATE: _________________________________________
AMOUNT OF PAYMENT: _________________________________________
SIGNATURE: _________________________________________
E-28
IDEAL MANAGEMENT INC.
00000 00X XXX
XXXXXXXX XX X0X 0X0
RE: DUST CHECK
27 Nov 98 MEETING WITH XXX XXXX RE: OFFER; CALLING X.
XXXXXXXX;
XXXXXXX X. XxXXXX 1.00 hrs.
01 Dec 98 CLIENT CALLING RE: DISCUSSION WITH X. XXXXXXXX;
XXXXXXX X. XXXXXX 0.10 hrs.
02 Dec 98 CLIENT CALLING RE: PAYOUT; ORDER PPR SEARCH;
XXXXXXX X. XXXXXX 0.20 hrs.
07 Dec 98 CLIENT CALLING RE: PENDING APPLICATION; REVIEW
DOCUMENTS AND POSSESSORY LIEN ACT; CALLING XXX
XXXX; CALLING XXX XxxXXXXXXX;
XXXXXXX X. XXXXXX 0.60 hrs.
09 Dec 98 CLIENT CALLING RE: ACQUISITION; CALLING X.
XXXXXXX AND XXX XXXXXXXXXX RE: ACCESS TO MOLD;
CALLING XXX XXXX;
XXXXXXX X. XXXXXX 0.50 hrs.
09 Dec 98 CLIENT CALLING RE: ACQUISITION OF INTERESTS RE:
ASSETS;
XXXXXXX X. XxXXXX 0.10 hrs.
10 Dec 98 ROD HOPE CALLING RE: ACQUISITION OF ASSETS;
CALLING X. XXXXXXX;
XXXXXXX X. XXXXXX 0.20 hrs.
10 Dec 98 X. XXXXXXX CALLING RE: CLIENT'S POSITION; REVIEW
RULES; WRITING XXXXXX XXXXXX RE: EXAMINATION ON
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AFFIDAVIT; CALLING CLIENT;
XXXXXXX X. XxXXXX 0.40 hrs.
11 Dec 98 X. XXXXXX CALLING RE: DEALING WITH H.R.C. TOOL;
XXXXXXX X. XxXXXX 0.20 hrs.
14 Dec 98 XXX XxxXXXXXXXX CALLING RE: PAYMENT;
XXXXXXX X. XxXXXX 0.20 hrs.
14 Dec 98 TELEPHONE CONVERSATION WITH APPLICANT'S SOLICITOR;
TELEPHONE MESSAGE TO CLIENT
XXXXX X. XXXXXX 1.00 hrs.
15 Dec 98 TELEPHONE CONVERSATION WITH APPLICANT'S SOLICITOR
(X2); LETTER TO APPLICANT'S SOLICITOR RE: CHANGES TO HIS PROPOSED
ORDER; MEMO TO FILE
XXXXX X. XXXXXX 1.60 hrs.
TOTAL PROFESSIONAL FEES $ 1,139.00
OTHER CHARGES
File Opening Charge $ 25.00
Facsimile 8.00
Photocopies (Internal) 0.70
Postage 0.45 34.15
----------
TAXABLE DISBURSEMENTS
Personal Property Registry $ 7.00 7.00
----------
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3
GST
GST ON FEES 1,139.00 79.73
GST ON TAXABLE DISBURSEMENTS 7.00 0.49
GST ON OTHER CHARGES 34.15 2.39 82.61
--------- ---------
TOTAL AMOUNT DUE $1,262.76
=========
THIS IS OUR ACCOUNT HEREIN
XXXXXXXXXXX KARVELLAS
Per: /s/ [ILLEGIBLE]
E-31
Promissory Note
The undersigned corporation in consideration of a Bill of Sale dated December
24th, 1998 made between the undersigned and Tangle Creek Cattle Co. and other
good and valuable consideration does by these presents agree and promise to pay
to Tangle Creek Cattle Co. the amounts hereunder set out on or before the 24th
day of June 1999 without notice or bonus or presentment
$21,935.00 Canadian or $14,257.75 U.S.
$ 1,262.76 Canadian or 820.80
U.S. 3,575.00
----------
Total U.S. $18,653.55
The undersigned in further consideration does hereby agree that this note and
the amounts above referred to shall become due and payable upon demand in the
event the undersigned is assigned into bankruptcy, becomes insolvent or
discontinues business operations
The undersigned hereby waives notice or presentment.
Dated this 24th day of December 1998.
STRATHCONA CAPITAL CORPORATION
Per: /s/ [ILLEGIBLE]
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