Agreement to Purchase
Between:
Industrial Rubber Innovations Inc.
4525 New Horizon Blvd., Suite 7,
Bakersfield, CA 93313
And:
CoVictory Capital Ltd.
438 Seymour Street
Vancouver BC V6B 3H1
Whereas:
1. Industrial Rubber Innoations Inc. will control EPL Ventures Ltd.
2. EPL Ventures currently holds an equity interest in Savant Biomedical, Inc.
3. EPL Ventures Ltd. intents to sell its interest in Savant Biomedical, Inc.
4. CoVictory Capital Ltd. Desires to purchase the EPL Ventures Ltd. Interest
in Savant Biomedical Inc.
In considerations of $10 exchanged herewith attached and recepted, the parties
hereby agree to:
A. Industrial Rubber Innovations Inc. will sell its interest in Savant
Biomedical, Inc. to CoVictory Capital Ltd. For US $800,000.
B. The agreed purchase price will be paid on or before July 15, 1999.
C. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia, which shall be deemed to be the
proper law of this contract.
D. This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto or by their successors or assigns.
E. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, but all or which together shall constitute
one and the same document, and any facsimile signature shall be taken
as an original.
F. The provisions herein contained constitute the entire agreement between the
parties and supersedes all previous communications, representations and
agreements whether oral or written between the parties with respect to the
subject matter hereof.
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G. Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and other
things as may be necessary to implement and carry out the intent of this
Agreement.
H. No condoning, excusing or waiver by any party hereto of any default,
breach of non-observance by any other party hereto at any time or times in
respect of any covenant, provison or condition herein contained shall operate
as a waiver of that party's rights hereunder in respect of any continuing or
subsequent default, breach or non-observance, or so as to defer or affect in
any way the rights of the party in respect of any such continuing or subsequent
default breach of non-observance, and no waiver shall be inferred from or
implied by anything done or omitted to be done by the party having those rights.
I. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, adminstrators, successors and their
respective permitted assigns.
J. Time is of the essence of this Agreement.
IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective
hands as of this 29th day of March, 1999 in Vancouver, British Columbia,
Canada.
INDUSTRIAL RUBBER INNOVATIONS, INC.
/s/ unknown
Per: Authorized Signatory
COVICTORY CAPITAL LTD.
/s/ unknown
Per: Authorized Signatory
