1
EXHIBIT 10.5
▇▇▇▇ OF SALE AND ASSIGNMENT
This ▇▇▇▇ of Sale and Assignment (the "Assignment") is made from ▇▇▇▇
▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇"), an individual, and Koala Computer Products, a sole
proprietorship of ▇▇. ▇▇▇▇▇▇▇▇ (collectively, the "Sellers"), to ▇▇▇▇.▇▇▇, a
California corporation (the "Buyer").
Sellers desire to assign to Buyer all of Sellers' right, title and
interest in and to the trademarks, copyrights and other assets set forth on
Schedule 1 hereto (the "Schedule 1 Assets"), and ▇▇. ▇▇▇▇▇▇▇▇ desires to assign
to Buyer all of ▇▇. ▇▇▇▇▇▇▇▇'▇ right, title and interest in and to the domain
names and other assets set forth on Schedule 2 hereto (the "Schedule 2 Assets")
all pursuant to the Common Stock Purchase Agreement entered into between ▇▇.
▇▇▇▇▇▇▇▇ and Buyer as of February 17, 1999.
In consideration for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sellers hereby assign, transfer,
grant, sell and otherwise convey to Buyer all of Sellers' right, title and
interest in and to the Schedule 1 Assets, including all common law rights
therein, all intellectual property rights therein including trademarks and
copyrights, and all registrations and applications to register therefor,
together with the good will of the business symbolized by the trademarks or the
other Schedule 1 Assets and the right to ▇▇▇ for all past, present and future
infringements of the trademarks and copyrights, including the right to collect
damages for such infringements, for Buyer's own use and benefit, and for the use
and benefit of Buyer's successors, assigns and other legal representatives.
Sellers agree to cooperate with Buyer to effect such assignment and transfer,
including, without limitation, by executing any further documentation as Sellers
may deem reasonably necessary.
In consideration for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, ▇▇. ▇▇▇▇▇▇▇▇ hereby assigns,
transfers, grants, sells and otherwise conveys to Buyer all of ▇▇. ▇▇▇▇▇▇▇▇'▇
right, title and interest in and to the Schedule 2 Assets, including all common
law rights therein, all intellectual property rights therein including
trademarks and copyrights, and all registrations and applications to register
therefor, together with the good will of the business symbolized by the domain
names or the other Schedule 2 Assets and the right to ▇▇▇ for all past, present
and future infringements of the trademarks and copyrights relating thereto,
including the right to collect damages for such infringements, for Buyer's own
use and benefit, and for the use and benefit of Buyer's successors, assigns and
other legal representatives. ▇▇. ▇▇▇▇▇▇▇▇ agrees to cooperate with Buyer to
effect such assignment and transfer, including, without limitation, by executing
any further documentation as ▇▇. ▇▇▇▇▇▇▇▇ may ▇▇▇▇ reasonably necessary.
AGREED AND ACCEPTED:
▇▇▇▇ ▇▇▇▇▇▇▇▇ KOALA COMPUTER PRODUCTS
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- ---------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------- -------------------------
Date: 2/17/99 Title: Owner
----------------------------- ------------------------------
Date: 2/17/99
-------------------------------
▇▇▇▇.▇▇▇
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
Title: CEO
----------------------------
Date: 2/17/99
-----------------------------
2
Schedule 1 Assets
1. ▇▇▇▇.▇▇▇ logo on the ▇▇▇▇.▇▇▇ site
2. Pets specific data-used online including hotels which accept pets,
breeders, etc. located on the ▇▇▇▇.▇▇▇ site
3. ▇▇▇▇.▇▇▇ database of members
4. ▇▇▇▇.▇▇▇ forum messages on the ▇▇▇▇.▇▇▇ site
5. Pet-related articles contained on the ▇▇▇▇.▇▇▇ site
6. Product catalog of approximately 5,000 descriptions and 7,000 product
photos on the ▇▇▇▇.▇▇▇ site
7. HTML pages on the ▇▇▇▇.▇▇▇ site
3
Schedule 2 Assets
A. Pets related domain names (see below)
▇-▇-▇-▇.▇▇▇
▇▇▇▇.▇▇▇
▇▇▇▇.▇▇▇
▇▇▇▇.▇▇▇