FRESHWATER TECHNOLOGIES, INC.
ASSET SALE AGREEMENT
THIS AGREEMENT is made this 1st, day of October 1, 2005, by and between
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INTERNATIONAL DEVELOPMENT CORP., a Nevada corporation ("IDC") as the sole
shareholder of FRESHWATER TECHNOLOGIES, INC., a Nevada corporation (the
"Company"), and MAX WEISSENGRUBER ("Weissengruber") and D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇").
WHEREAS, the Company desires to sell to Weissengruber and ▇▇▇▇▇▇▇▇▇ those
certain assets more fully described in Attachment A attached hereto (the
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"Assets");
WHEREAS, Weissengruber and ▇▇▇▇▇▇▇▇▇ desire to purchase the Assets as
hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto agree as follows:
1. Purchase of Assets. At the closing of this Agreement (the
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"Closing"), upon the basis of the covenants, warranties and representations of
Weissengruber and ▇▇▇▇▇▇▇▇▇ set forth in this Agreement, the Company will sell,
transfer, assign, and deliver the Assets to Weissengruber and ▇▇▇▇▇▇▇▇▇. The
Assets shall be delivered free and clear of all liens and encumbrances.
2. Purchase Price. The purchase price for the Assets shall be
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S60,210.33 to be paid at the Closing as follows:
(a) The sum of $32,482.51 shall be paid in the form of forgiveness
of debt for salary by IDC to Weissengruber, as well as the termination of
Weissengruber's employment agreement with IDC, all to be evidenced by a Release
in the form attached hereto as Attachment B.
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(b) The sum of $27,727.82 shall be paid in the form of forgiveness
of debt for salary by IDC to ▇▇▇▇▇▇▇▇▇, as well as the termination of
▇▇▇▇▇▇▇▇▇'▇ employment agreement with IDC, all to be evidenced by a Release in
the form attached hereto as Attachment C.
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3. Representations and Warranties of IDC and the Company. Where a
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representation contained in this Agreement is qualified by the phrase "to the
best of IDC's and the Company's knowledge" (or words of similar import), such
expression means that, after having conducted a due diligence review, IDC and
the Company believe the statement to be true, accurate, and complete in all
material respects. Knowledge shall not be imputed nor shall it include any
matters which such person should have known or should have been reasonably
expected to have known. IDC and the Company represent and warrant to
Weisengruber and ▇▇▇▇▇▇▇▇▇ as follows:
(a) Power and Authority. IDC and the Company have full power and
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authority to execute, deliver, and perform this Agreement and all other
agreements, certificates or documents to be delivered in connection herewith,
including, without limitation, the other agreements, certificates and documents
contemplated hereby (collectively the "Other Agreements").
(b) Binding Effect. Upon execution and delivery by IDC and the
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Company, this Agreement and the Other Agreements shall be and constitute the
valid, binding and legal obligations of IDC and the Company, enforceable against
them in accordance with the terms hereof and thereof, except as the
enforceability hereof or thereof may be subject to the effect of (i) any
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally, and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(c) No Consents. No consent, approval or authorization of, or
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registration, declaration or filing with any third party, including, but not
limited to, any governmental department agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by IDC or the Company prior to the
Closing to authorize the execution, delivery and performance by IDC and the
Company of this Agreement or the Other Agreements.
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(d) Ownership of the Assets to be Sold by the Company. The Company
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has good, absolute, and marketable title to the Assets. IDC and the Company have
the complete and unrestricted right, power and authority to cause the sale,
transfer, and assignment of the Assets pursuant to this Agreement. The delivery
of the Assets to Weissengruber and ▇▇▇▇▇▇▇▇▇ as herein contemplated will vest in
Weissengruber and ▇▇▇▇▇▇▇▇▇ good, absolute and marketable title to the Assets as
described herein, free and clear of all liens, claims, encumbrances, and
restrictions of every kind.
(e) Change of Name of the Company. IDC and the Company, after the
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Closing, shall immediately change the name of the Company to some name other
than "Freshwater."
(f) Representations and Warranties True and Complete. All
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representations and warranties of IDC and the Company in this Agreement and the
Other Agreements are true, accurate and complete in all material respects as of
the Closing.
(g) No Knowledge of Default. IDC and the Company have no
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knowledge that any representations and warranties of Weissengruber and ▇▇▇▇▇▇▇▇▇
contained in this Agreement or the Other Agreements are untrue, inaccurate or
incomplete or that Weissengruber or ▇▇▇▇▇▇▇▇▇ is in default under any term or
provision of this Agreement or the Other Agreements.
(h) No Untrue Statements. No representation or warranty by IDC and
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the Company in this Agreement or in any writing furnished or to be furnished
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits, or will omit to state any material fact required to make the
statements herein or therein contained not misleading.
(i) Reliance. The foregoing representations and warranties are
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made by IDC and the Company with the knowledge and expectation that
Weissengruber and ▇▇▇▇▇▇▇▇▇ arc placing complete reliance thereon.
4. Representations and Warranties of Weissengruber and ▇▇▇▇▇▇▇▇▇.
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Knowledge shall not be imputed nor shall it include any matters which such
person should have known or should have been reasonably expected to have known.
Weissengruber and ▇▇▇▇▇▇▇▇▇ hereby represent and warrant to IDC and the Company
as follows:
(a) Power and Authority. They have full power and authority to
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execute, deliver and perform this Agreement and the Other Agreements.
(b) Binding Effect. Upon execution and delivery by Weissengruber
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and ▇▇▇▇▇▇▇▇▇, this Agreement and the Other Agreements shall be and constitute
the valid, binding and legal obligations of Weissengruber and ▇▇▇▇▇▇▇▇▇
enforceable against Weissengruber and ▇▇▇▇▇▇▇▇▇ in accordance with the terms
hereof or thereof, except as the enforceability hereof and thereof may be
subject to the effect of (i) any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally, and (ii) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).
(c) No Consents. No consent, approval or authorization of, or
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registration, declaration or filing with any third party, including, but not
limited to, any governmental department, agency, commission or other
instrumentality, will, except such consents, if any, delivered or obtained on or
prior to the Closing, be obtained or made by Weisengruber and ▇▇▇▇▇▇▇▇▇ prior to
the Closing to authorize the execution, delivery and performance by Weisengruber
and ▇▇▇▇▇▇▇▇▇ of this Agreement or the Other Agreements.
(d) Representations and Warranties of Weissengruber and ▇▇▇▇▇▇▇▇▇
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True and Complete. All representations and warranties of Weissengruber and
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▇▇▇▇▇▇▇▇▇ in this Agreement and the Other Agreements are true, accurate and
complete in all material respects as of the Closing.
(e) No Knowledge of IDC's or the Company's Default. Weissengruber
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and ▇▇▇▇▇▇▇▇▇ have no knowledge that any of IDC's or the Company's
representations and warranties contained in this Agreement or the Other
Agreements are untrue, inaccurate or incomplete in any respect or that IDC or
the Company is in default under any term or provision of this Agreement or the
Other Agreements.
2
(f) No Untrue Statements. No representation or warranty by
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Weissengruber and ▇▇▇▇▇▇▇▇▇ in this Agreement or in any writing furnished or to
be furnished pursuant hereto, contains or will contain any untrue statement of a
material fact or omits, or will omit to state any material fact required to make
the statements herein or therein contained not misleading.
(g) Reliance. The foregoing representations and warranties are
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made by Weissengruber and ▇▇▇▇▇▇▇▇▇ with the knowledge and expectation that IDC
and the Company are placing complete reliance thereon.
5. The Nature and Survival of Representations, Covenants and
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Warranties. All statements and facts contained in any memorandum, certificate,
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instrument, or other document delivered by or on behalf of the parties hereto
for information or reliance pursuant to this Agreement, shall be deemed
representations, covenants and warranties by the parties hereto under this
Agreement. All representations, covenants and warranties of the parties shall
survive the Closing and all inspections, examinations, or audits on behalf of
the parties, shall expire one year following the Closing,
6. Further Conveyances and Assurances. After the Closing, IDC, the
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Company and Weissengruber and ▇▇▇▇▇▇▇▇▇, each, will, without further cost or
expense to, or consideration of any nature from the other, execute and deliver,
or cause to be executed and delivered, to the other, such additional
documentation and instruments of transfer and conveyance, and will take such
other and further actions, as the other may reasonably request as more
completely to sell, transfer and assign to and fully vest in Weissengruber and
▇▇▇▇▇▇▇▇▇ ownership of the Assets and to consummate the transactions
contemplated hereby.
7. Closing. The Closing of this Agreement shall be on or before
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January ____, 2006, subject to acceleration or postponement from time to time as
the parties hereto may mutually agree.
8. Deliveries at the Closing by IDC and the Company. At the Closing
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IDC and the Company:
(a) Shall deliver the Assets to Weissengruber and ▇▇▇▇▇▇▇▇▇.
(b) IDC and the Company shall deliver any other document which may
be necessary to carry out the intent of this Agreement.
9. Deliveries at the Closing by Weissengruber and ▇▇▇▇▇▇▇▇▇. At the
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Closing, Weisengruber and ▇▇▇▇▇▇▇▇▇ shall deliver to IDC and the Company the
following:
(a) The purchase price, which shall be evidenced by the Releases
in the form attached hereto as Attachment B and Attachment C.
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(b) Any other document which may be necessary to carry out the
intent of this Agreement.
10. No Assignment. This Agreement shall not be assignable by any party
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without the prior written consent of the other parties, which consent shall be
subject to such parties' sole, absolute and unfettered discretion.
11. Attorney's Fees. In the event that it should become necessary for
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any party entitled hereunder to bring suit against any other party to this
Agreement for enforcement of the covenants contained in this Agreement, the
parties hereby covenant and agree that the party or parties who are found to be
in violation of said covenants shall also be liable for all reasonable
attorney's fees and costs of court incurred by the other party or parties that
bring suit.
12. Benefit. All the terms and provisions of this Agreement shall be
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binding upon and inure to the benefit of and be enforceable by each of the
parties hereto, and his respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.
13. Construction. Words of any gender used in this Agreement shall be
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held and construed to include any other gender, and words in the singular number
shall be held to include the plural, and vice versa, unless the context requires
otherwise.
3
14. Waiver. No course of dealing on the part of any party hereto or
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its agents, or any failure or delay by any such party with respect to exercising
any right, power or privilege of such party under this Agreement or any
instrument referred to herein shall operate as a waiver thereof, and any single
or partial exercise of any such right, power or privilege shall not preclude any
later exercise thereof or any exercise of any other right, power or privilege
hereunder or thereunder.
15. Cumulative Rights. The rights and remedies of any party under this
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Agreement and the instruments executed or to be executed in connection herewith,
or any of them, shall be cumulative and the exercise or partial exercise of any
such right or remedy shall not preclude the exercise of any other right or
remedy.
16. Invalidity. In the event any one or more of the provisions
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contained in this Agreement or in any instrument referred to herein or executed
in connection herewith shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect the other provisions of this Agreement or any such other
instrument.
17. Time of the Essence. Time is of the essence of this Agreement.
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18. Incorporation by Reference. The Attachments to this Agreement
----------------------------
referred to or included herein constitute integral parts to this Agreement and
are incorporated into this Agreement by this reference.
19. Controlling Agreement. In the event of any conflict between the
----------------------
terms of this Agreement or Attachments referred to herein, the terms of this
Agreement shall control.
20. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
of this signed Agreement or an email of this Agreement containing digitized
signatures shall be legal and binding on all parties hereto.
21. Law Governing. This Agreement shall be construed and governed by
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the laws of the State of Nevada.
22. Entire Agreement. This instrument and the attachments hereto
-----------------
contain the entire understanding of the parties and may not be changed orally,
but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
INTERNATIONAL DEVELOPMENT CORP.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
FRESHWATER TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
/s/ Max Weissengruber
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MAX WEISSENGRUBER
4
/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Attachments:
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Attachment A The Assets
Attachment B Max Weissengruber Release
Attachment C D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Release
5
AssetSaleAgreementv1
INTERNATIONAL DEVELOPMENT INC.
SCHEDULE A
STATEMENT OF NET ASSETS SOLD
OCTOBER 1,2005
Account receivable $ 196,672.98
Allowance for doubtful accounts (180,995.43)
Accounts receivable-net 15,677.55
Inventory 190,830.00
GST receivable 1,018.36
Due to Max Weissengruber (173,332.83)
Due to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (145,211.97)
Due to ▇▇▇ ▇▇▇▇▇▇▇ (10,918.54)
Accounts payable (5,557.74)
Deferred Revenue (7,037.00)
Excess of Liabilities over Assets $ 134,532.17
RELEASE AND SETTLEMENT AGREEMENT
THIS AGREEMENT is made October 1, 2005, by and between D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇▇") and INTERNATIONAL DEVELOPMENT CORP., a Nevada corporation ("IDC"),
the sole shareholder of FRESHWATER TECHNOLOGIES, INC., a Nevada corporation (the
"Company").
WHEREAS, IDC is indebted to ▇▇▇▇▇▇▇▇▇ in the amount of $27,727.82 (the
"Indebtedness"); and
WHEREAS. IDC and ▇▇▇▇▇▇▇▇▇ have executed an Employment Agreement dated
October 1, 2004 (the "Employment Agreement"); and
WHEREAS, ▇▇▇▇▇▇▇▇▇ and IDC want to terminate the Employment Agreement and
provide for the payment of the Indebtedness;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto do hereby agree as follows:
1. Settlement. As a result of the mutual covenants and considerations
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contained herein, and for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties, ▇▇▇▇▇▇▇▇▇ agrees to accept certain
assets of the Company as more fully described in that certain Asset Sale
Agreement executed by the parties on even date herewith, in full payment of the
Indebtedness and the termination of the Employment Agreement.
2. General Release of IDC and the Company. As a result of the mutual
-----------------------------------------
covenants and considerations contained herein, ▇▇▇▇▇▇▇▇▇, individually and for
his assigns, predecessors, successors, joint venturers, heirs, executors,
administrators, personal representatives, and trustees, hereby releases and
forever discharges IDC and the Company, their assigns, predecessors, successors,
joint venturers, personal representatives, and any other person at interest
therewith, from and against any and all claims, demands, debts, interest,
expenses, dues, liens, liabilities, causes of action including court costs or
attorney's fees, or any other form of compensation, he may now own or hereafter
acquire against IDC or the Company, whether statutory, in contract, in tort,
either at law or in equity, including quantum meruit, as well as any other kind
or character of action on account of, growing out of, relating to or concerning,
whether directly or indirectly, the Indebtedness or the Employment Agreement,
any other instrument, agreement or transaction, whether written or oral, in
connection with the Indebtedness or the Employment Agreement, or any other
transaction or occurrence of any nature whatsoever occurring before the
execution of this Release and Settlement Agreement.
3. Acknowledgments. ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that the release
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and discharge set forth above is a GENERAL RELEASE. ▇▇▇▇▇▇▇▇▇ further
----------------
acknowledges that the general release set forth herein above is given
voluntarily, based solely upon the judgment of ▇▇▇▇▇▇▇▇▇ formed after
consultation with his attorney, and is not based upon any representations or
statements of any kind or nature whatsoever made by or on behalf of IDC and the
Company as to the liability, if any, of IDC and the Company, or the value of the
Indebtedness or the Employment Agreement or any other matter relating thereto.
Additionally, ▇▇▇▇▇▇▇▇▇ expressly states and acknowledges that no promise,
agreement, or representation, other than those expressed herein, have been made
by IDC or the Company to ▇▇▇▇▇▇▇▇▇ or his attorney in order to induce the
execution of this Release and Settlement Agreement.
4. Incorporation by Reference. The Attachments to this Agreement
----------------------------
referred to or included herein constitute integral parts to this Agreement and
are incorporated into this Agreement by this reference.
5. Entire Agreement. This instrument contains the entire agreement of
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the parties and may not be changed orally, but only by an instrument in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
- 1 -
IN WITNESS WHEREOF, the parties have executed this Release and Settlement
Agreement on the date first written above.
/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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D. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INTERNATIONAL DEVELOPMENT CORP.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
FRESHWATER TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
- 2 -
RELEASE AND SETTLEMENT AGREEMENT
THIS AGREEMENT is made October 1, 2005, by and between MAX WEISSENGRUBER
("Weissengruber") and INTERNATIONAL DEVELOPMENT CORP., a Nevada corporation
("IDC"), the sole shareholder of FRESHWATER TECHNOLOGIES, INC., a Nevada
corporation (the "Company").
WHEREAS, IDC is indebted to Weissengruber in the amount of $32,482.51 (the
"Indebtedness"); and
WHEREAS, IDC and Weissengruber have executed an Employment Agreement dated
October 1, 2004 (the "Employment Agreement"); and
WHEREAS, Weissengruber and IDC want to terminate the Employment Agreement
and provide for the payment of the Indebtedness:
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto do hereby agree as follows:
1. Settlement. As a result of the mutual covenants and considerations
----------
contained herein, and for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties, Weissengruber agrees to accept
certain assets of the Company as more fully described in that certain Asset Sale
Agreement executed by the parties on even date herewith, in full payment of the
Indebtedness and the termination of the Employment Agreement.
2. General Release of IDC and the Company. As a result of the mutual
-----------------------------------------
covenants and considerations contained herein, Weissengruber, individually and
for his assigns, predecessors, successors, joint venturers, heirs, executors,
administrators, personal representatives, and trustees, hereby releases and
forever discharges IDC and the Company, their assigns, predecessors, successors,
joint venturers, personal representatives, and any other person at interest
therewith, from and against any and all claims, demands, debts, interest,
expenses, dues, liens, liabilities, causes of action including court costs or
attorney's fees, or any other form of compensation, he may now own or hereafter
acquire against IDC or the Company, whether statutory, in contract, in tort,
either at law or in equity, including quantum meruit, as well as any other kind
or character of action on account of, growing out of, relating to or concerning,
whether directly or indirectly, the Indebtedness or the Employment Agreement,
any other instrument, agreement or transaction, whether written or oral, in
connection with the Indebtedness or the Employment Agreement, or any other
transaction or occurrence of any nature whatsoever occurring before the
execution of this Release and Settlement Agreement.
3. Acknowledgments. Weissengruber acknowledges and agrees that the
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release and discharge set forth above is a GENERAL RELEASE. Weissengruber
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further acknowledges that the general release set forth herein above is given
voluntarily, based solely upon the judgment of Weissengruber formed after
consultation with his attorney, and is not based upon any representations or
statements of any kind or nature whatsoever made by or on behalf of IDC and the
Company as to the liability, if any, of IDC and the Company, or the value of the
Indebtedness or the Employment Agreement or any other matter relating thereto.
Additionally, Weissengruber expressly states and acknowledges that no promise,
agreement, or representation, other than those expressed herein, have been made
by IDC or the Company to Weissengruber or his attorney in order to induce the
execution of this Release and Settlement Agreement.
4. Incorporation by Reference. The Attachments to this Agreement
----------------------------
referred to or included herein constitute integral parts to this Agreement and
are incorporated into this Agreement by this reference.
5. Entire Agreement. This instrument contains the entire agreement of
-----------------
the parties and may not be changed orally, but only by an instrument in writing
signed by the party against whom enforcement of any waiver, change,
modification, extension, or discharge is sought.
- 1 -
IN WITNESS WHEREOF, the parties have executed this Release and Settlement
Agreement on the date first written above.
/s/ Max Weissengruber
-------------------------------------------
MAX WEISSENGRUBER
INTERNATIONAL DEVELOPMENT CORP.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
FRESHWATER TECHNOLOGIES, INC.
By /s/ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Board
- 2 -