EXHIBIT 10.3
XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
Developed Technology Resource, Inc. ("DTR") a Minnesota Corporation,
hereby sells, assigns and transfers to FoodMaster International L.L.C., a
Delaware Limited Liability Company ("FoodMaster"), the following personal
property:
1. The following items located at the Ak Bulak Dairy in the city of
Issyk, Kazakhstan ("Ak Bulak"), which are a capital contribution by DTR to
FoodMaster and for which no additional consideration is to be paid by
FoodMaster:
1 Mercedes Tractor Trailer truck 2435L, Serial
#wDB65846315549468, 16 cyl 1 Rebuilt Hamba yogurt/sour cream
packaging machine. Model 2400 Loan Agreement dated February
21, 1995, for $60,000 Loan Agreement dated May 7, 1996, for
$40,000
2. The following items, for which FoodMaster shall pay to DTR the
consideration set forth below:
1 NiMCO 350 QL form, fill, seal machine $19,078.94
(located in Ak Bulak)
1 NiMCO 550 QL form, fill, seal machine 29,613.69
(at NiMCo factory)
1 Used Hamba Yogurt filling machine 11,470.00
(at Phoenix factory), plus
shipping 473.21
repair parts 297.40
1 Vitaline ice cream machine and wrapper 120,000.00
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(in transit to Ak Bulak)
180,193.24
FoodMaster agrees to assume liability for the balance owed by DTR to the vendors
of the above machines with respect to any of the items listed in this section 2
and agrees to indemnify DTR and to hold DTR harmless for any further liability
or obligation to any vendor with respect to such items.
3. The Following accounts receivable owed by the FoodMaster Corporation
TOO to DTR for payments made on behalf of FoodMaster Corporation TOO by DTR,
which are sold, transferred and assigned without recourse in exchange for
payment to DTR of the amounts set forth below.
Cargill $4,451.36
Aliance Food Equipment 2,373.60
Germantown USA 834.00
Germantown USA 4,004.00
International Dairy Equipment 880.00
MO Air 10,000.00
Label Makers, Inc. 7,075.00
NiMCO Corporation 2,698.38
Xxxxxx Plastics 39,331.70
Phoenix Engineering 99.72
Xxxxx-Xxxxxx, Inc. 2,805.11
Advance to FoodMaster
(for Powdered Milk) 35 000.00
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Total 109,552.87
DTR represents that these expenses were necessary for the implementation of the
Dairy Proposal, dated December 1996 which was provided by DTR to certain members
of FoodMaster.
4. DTR agrees to sign any and all documents that may be required to
perfect the sale, transfer and assignment of all its right, title and interest
(including leasehold) to the property which is the subject of this agreement and
agrees to indemnify FoodMaster and hold FoodMaster harmless in the event that
FoodMaster does not obtain full legal title to such property. Effective upon the
signing of this agreement, all of DTR's rights to use, control and dispose of
the property which is the subject of this agreement is transferred to
FoodMaster.
FOR AND ON BEHALF OF:
Dated: 3-3-97 DEVELOPED TECHNOLOGY RESOURCE, INC.
By:
Xxxx X. Xxxx, President and
Chief Executive Officer
Dated: 3-3-97
FOR AND BEHALF OF:
FOOD MASTER INTERNATIONAL L.L.C.
By: API Dairy Partners L.P., member
By: Agribusiness Holding Company
L.L.C., its general partner
By:
Xxxx X. Xxxxxxxx, Chief
Financial Officer
ACKNOWLEDGED AND CONSENTED TO:
FoodMaster Corporation, TOO
By: Erlan Sagadiev
Dated:
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