AMENDMENT OF ASSET PURCHASE AGREEMENT BY AND BETWEEN FUTURETECH, INC., AND OPTICON SYSTEMS, INC. Dated as of October 31, 2004
AMENDMENT
OF ASSET PURCHASE AGREEMENT
BY
AND BETWEEN
FUTURETECH,
INC., AND OPTICON SYSTEMS, INC.
Dated
as of October 31, 2004
AMENDMENT
OF ASSET PURCHASE AGREEMENT (this Agreement) dated as of October 31, 2004,
by
and between FUTURETECH CAPITAL, LLC, a Delaware limited liability corporation
(FUTURETECH), and OPTICON SYSTEMS, INC., a Nevada corporation
(“OPTICON”).
WHEREAS,
FUTURETECH entered into an agreement to sell to OPTICON a telecommunication
network asset management software, otherwise known as its OptiCon Network
Manager, including Releases 3.x, 4.x and any related products currently under
development (collectively referred to as the “Purchased Assets);
WHEREAS,
according to the agreement, the closing of the transaction contemplated by
the
Agreement was to take place on September 19, 2004. Due to delays in obtaining
financing by FUTURE TECH to acquire the software, the parties anticipated the
closing would occur within a reasonably short time;
WHEREAS,
in contemplation of imminent closing such agreement, OPTICON issued FUTURETECH
84,000,000 shares of its common stock evidenced by its stock certificate dated
October 22, 2004.
WHEREAS,
it has become evident that due to financing issues by FUTURETECH, the closing
of
the transaction contemplated by the Agreement would be delayed for an unknown
period of time;
WHEREAS,
it is the intent of the panties to this agreement to pursue the intended
transaction in substantially the same and conditions as stated in the original
agreement:
NOW,
THEREFORE, in consideration of the mutual benefits to be derived from this
Agreement and the representations, warranties, covenants, agreements, conditions
and promises contained herein and therein, the parties hereby agree to amend
the
original agreement as follows:
| 1.0 |
FUTURETECH
shall relinquish and return to OPTICON, and OPTICON shall cancel
the stock
certificate dated October 22, 2004 for 84,000,000 shares of its common
stock.
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| 2.0 |
It
is the intent of the parties that the consideration for the Purchase
Assets shall remain as per the original agreement and that the 84,000,000
shares of common stock of OPTION shall be re-issued upon the effective
date of the contemplated transaction.
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| 3.0 |
The
closing date of the transaction shall be amended to coincide with
the
effective date the FUTURETECH acquires the Purchased
Assets.
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| 4.0 |
All
other terms and conditions of the original agreement shall remain
intact.
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IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment of Asset
Purchase Agreement to be executed on its behalf as of the day and year first
above written.
FUTURETECH
CAPITAL LLC.
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name:
▇▇▇▇▇ ▇▇▇▇▇▇, Managing Partner
OPTICON
SYSTEMS, INC.
By:
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇, President
[SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]
▇▇▇▇
of Sale
THIS
▇▇▇▇ OF SALE,
dated
July 29,2005, by Futuretech Inc. a Delaware corporation (“Seller”)
provides:
Capitalized
terms not herein defined shall have the meaning assigned to them in the Asset
Purchase Agreement (the Purchase Agreement), Dated July 29, 2005, by and among
Seller and Opticon Systems Inc. (“Buyer”) a Nevada corporation.
Pursuant
to the Purchase Agreement and in consideration thereof, as well as other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller does hereby sell, convey, transfer assign and deliver
to
Buyer possession and valid and marketable title, free and clear of all liens,
encumbrances, rights or claims of any nature whatsoever of the Acquired
Assets.
TO
HAVE AND TO HOLD ALL
the
property hereby transferred to Buyer and its successors and assigns
forever.
Seller,
by this ▇▇▇▇ of Sales, covenants with the Buyer that the Seller will perform
such further acts and execute and deliver such further bills of sale,
assignments, transfers, conveyances, powers of attorney, consents, assurances
and other documents and instruments as Buyer may reasonably request to vest
in
Buyer, and protect Buyer’s right, title and interest in, and enjoyment of, the
Purchased Assets transferred to Buyer hereby.
IN
WITNESS WHEREOF,
Seller
has duly executed this ▇▇▇▇ of Sale as of the day and year first above
written.
Futuretech
Capital LLC
BY:
▇▇▇ ▇▇▇▇▇▇
Title:
ASSIGNMENT
OF INTELLECTUAL PROPERTY RIGHTS
Futuretech
Inc., a Delaware corporation (“Assignor”) and Opticon Systems Inc, a Nevada
corporation (“Assignee”) are parties to an Asset Purchase Agreement (“Asset
Purchase Agreement”) of even date herewith. Terms used herein and not otherwise
defined shall only have the meaning ascribed to them in the Asset Purchase
Agreement. Assignor owns the right, title and interest in the Intellectual
Property Rights as described in the Asset Purchase Agreement.
WHEREAS,
Assignee is desirous of acquiring Assignor’s entire right, title, and interest
in and to the Intellectual Property Rights;
NOW,
THEREFORE, in consideration of one Dollar($1.00) and other good and sufficient
consideration, the receipt of which is hereby acknowledged, the Assignor hereby
sells, assigns, transfers, and sets over, unto the Assignee, its successors,
legal representatives, and assigns Assignor’s entire right, title and interest
in and to the Intellectual Property Rights, the same to be held and enjoyed
by
the Assignee, for its own use and behalf and the use and behalf of its
successors, legal representatives, and assigns, as fully and entirely as the
same would have been held and enjoyed by the Assignor had this sale not been
made;
Assignor
hereby covenants and warrants to the assignee, its successors, legal
representatives, and assigns, that, at the time of the execution and delivery
of
this Assignment, the Assignor has the lawful authority to sell and convey the
same in the manner herein set forth; and
Assignor
further covenants and agrees to assist the Assignee, its successors, legal
representatives, and assigns to sign all papers and documents, take all lawful
oaths, and do all acts necessary or required to be done to perfect and record
the assignment contemplated herein and to assist Assignee with the procurement,
maintenance, enforcement and defense of the Intellectual Property without charge
to the Assignee, its successors, legal representatives, and assigns.
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Futuretech
Inc.
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Date:
July 19, 2005
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By:
____________________________
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ATTACHMENT1
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TRADEMARK
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COUNTRY
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STATUS
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APP.
NO.
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REG.
NO.
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OPTICON
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USA
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Common
Law
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OPTICON
Design
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USA
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Common
Law
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