EXHIBIT 10.10
AGREEMENT OF PURCHASE AND SALE AND DEPOSIT RECEIPT
BETWEEN
BIOQUEST INTERNATIONAL, INC
AND
HASTINGS INVESTMETN LIMITED
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September 8, 2000
Ms. Hilary V.E. Jones
Mr. David P.L.Hunter
RE/MAX Freeport Northern Bahamas
#1 Queen's Highway
P.O. Box F-42480
Freeport, Grand Bahama
Phone: (242) 352-7305
Fax: (242) 352-3560
Dear Hilary and David:
Per our conversation yesterday, attached/enclosed please find our Agreement Of
Purchase and Sale and Deposit Receipt, submitted to you for the purchases of the
Hastings Investments Limited property, located on Bell Channel Bay, Unit 1,
Block/Street 2. This is being faxed to you as of this date, without the deposit.
The original will be sent to you tomorrow via Federal Express and will also
contain the $10,000 deposit check made out to you. Should you have any
questions, please call me.
We look forward to an expedient transaction with regard to this property, and
trust that you will do all in your power to facilitate such. I look forward to
speaking with you soon.
Sincerely,
/s/ Peter J. Ewens
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Peter J. Ewens
President
Attachment/Enclosures
Cc: Raymond Stewart, Esq.
Vivienne Gouthro, Esq.
PJE/moi
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PURCHASER COPY [PERMANENT]
PLEASE SIGN/WITNESS WHERE MARKED X______X ------------------------+
RETURN TO BROKER SERIAL NO: |
----------------------------| CONTRACT NO:
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RE/ MAX
FREEPORT NORTHERN BAHAMAS
QUEENS HIGHWAY P.O. BOX F-42480, Freeport Bahamas
Tel (242) 352-7305 Fax 352-3560
SALE BY SHARE TRANSFER
AGREEMENT OF PURCHASE AND SALE AND DEPOSIT RECEIPT
Freeport________14th September,______ 2000_____ We hereby acknowledge receipt of
a Binder deposit: _____________Ten Thousand____________________US Dollars (US$
_____10,000_______) From:__BioQuest Center for Integrative Medicine Limited
("Purchaser") ___or Assigns Address: Suite A, Regent Centre East, P.O. Box
F42682, Freeport, Grand Bahama, The Bahamas________________________Telephone:
242-352-8471, _____________________________________________ deposit to be held
by RE/MAX FREEPORT NORTHERN BAHAMAS ("Agent"), subject to the terms hereof, as a
deposit on account of the purchase price of the following described property:
DESCRIPTION OF PROPERTY: All the issued Shares of Hastings Investments Limited
["Hastings"] a Resident Bahamian Corporation with a Builder Investor License and
only asset a Main House with 4 Bathrooms, 2 Bedrooms, 2 Car Garage, and a 2
Bedroom Guest Cottage with 2 Bathrooms, a Gymnasium, a Security Lodge with 1
Bathroom, a Gazebo, a Pool and a Tennis Court, all on the 3.7 acre site
described in the attached Listing Flyer, made a part of this Contract, namely,
Subdivision:__Bell Channel Bay Unit 1___Block/Street____________2_____________
Lots# & Zoning:_16 - 23 Multi-Family Residential 1,053' Canalfront [8 Lots].
PURCHASE PRICE
One Million Nine Hundred Fifty Thousand US Dollars (US$1,950,000)
TERMS & CONDITIONS: ALL SUBJECT TO THE PUCHASER OBTAINING FINANCING AND ALL
REQUIRED APPROVALS TO OPERATE A CONVALESCENT FACILITY IN THE BAHAMAS, INCLUDING,
BUT NOT LIMITED TO, THOSE APPROVALS BY THE CENTRAL BANK OF THE BAHAMAS, THE
GRAND BAHAMA PORT AUTHORITY, THE MINISTRY OF HEALTH AND THE DEPARTMENT OF
IMMIGRATION FOR KEY PERSONNEL.
1. Within 15 days of acceptance, the deposit will be increased to 7% of the
agreed Price to be held in an Interest Bearing Trust Account by the Agent
for the benefit of the Recipient.
2. An Inventory of all of the fittings, fixtures and appliances is to be taken
by the Agent and will pass by delivery to the Purchaser at Closing. The
House will be sold basically, UNFURNISHED, and according to the description
listed under 2a. and 2b.
a. Included in this offer will be all appliances, affixed lighting
fixtures, and any fittings adhered to the wall such as bookcases,
valance boxes, built-in mirrors, all window blinds, draperies, sheers,
garden equipment, tools and tractor, and all outdoor patio furniture,
chaises and cushions, all terra cotta pots and plants on patios.
Included also are all the furnishings and furniture in the guest
house. In addition, all ceiling fans and air conditioning equipment
throughout the property are inclusive.
b. Excluded are the furniture and artwork in the Main House, except those
items indicated as included in 2a.
3. Acceptance by the Purchaser of a Professional Home Inspection Report.
4. Hastings is to be in Good Standing with all License Fees and other
Liabilities paid and there will be a Warranty to this effect and to the
effect that there are no claims threatened or pending against Hastings by
any persons whatsoever, and the Seller will give a personal indemnity to
the Purchaser to this effect.
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5. The Property is BONDED to Hastings, and at closing the Purchaser will pay
the agreed Price including the deposit.
6. Each Party to pay their own Legal Fees for the Share Transfer and one half
the applicable Stamp Duty [5% Each].
7. The Seller's Attorney will produce a Formal Share Transfer Agreement within
30 days from the date hereof on terms acceptable to the Purchaser. In the
event the terms of the Formal Share Transfer Agreement cannot be agreed to
by the parties then the Purchaser's deposit will be refunded.
8. A copy of the Schedule of Restrictions will be supplied and the Seller will
make Corporate Documents available for Inspection in Higgs & Johnson's
Chambers.
The above deposit has been made by the undersigned with the understanding that
the Seller agrees to surrender possession of herein described premises to
Purchaser on or before 15th December, 2000. Assessments, insurance, interest
assessments, rents and other expenses or revenue of said property shall be paid,
assumed or pro-rated as follows: Pro-rated to Seller before, and Purchaser
after, closing which shall take place in Freeport on 15th December, 2000, or
prior to that date, based upon receiving all of the necessary terms and
conditions having been met. It is the intent of the Purchaser to close on this
property as soon as is feasibly possible.
Sale will be conditional upon Seller conveying a title free and clear of all
encumbrances, except as herein set forth:
1. Annual Service Charges PREPAID & RELEASED
2. The Schedule of Restrictions that runs with the Property.
The Purchaser will pay the balance due and execute all documents to complete his
purchase at the time of title transfer from Seller to Purchaser.
IF THIS OFFER IS NOT ACCEPTED ON OR BEFORE 18TH SEPTEMBER, 2000
the deposit shall be returned forthwith to the Purchaser who will then be
released from all obligations under the terms of this Agreement. It is further
agreed THAT IF THIS OFFER IS ACCEPTED AND THE PURCHASER DEFAULTS the Agent shall
pay to the Seller one half of the deposit and will retain one half as
consideration for his time and effort and all the Parties shall be released from
any and all future obligation to each other.
On behalf of: RE/MAX FREEPORT NORTHERN BAHAMAS
Deposit received by:_CHECK
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NOTES:
1. Dates: Unless time is made of the essence (and this can be a risk for both
Parties) all dates are approximate and of little relevance.
2. The Purchaser and Seller are each responsible for paying their own
Attorneys.
3. Each Party will pay one-half of the 10% Stamp Duty.
4. Recording Fee. The Purchaser pays for recording the Conveyance.
5. The Property is to be sold BONDED.
6. Any alterations must be initialled by ALL PARTIES.
7. All signatures must be properly witnessed, but need not be notarized at
this stage.
8. All furniture, fittings, fixtures and appliances indicated under 2.and
2a.are included, and 2b. excluded, and an inventory will be provided by the
Agent upon acceptance.
9. Counter-Proposal If the seller does NOT accept the offer as submitted and
amends or alters this contract, it has the effect of cancelling the offer
until the Purchaser signs his agreement to the changes.
TELEFAX COUNTERPART AGREEMENT This agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. This contingency is
to be noted on the contract.
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YES
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OFFER TO PURCHASE
I, or we, agree to purchase the above described Property on the terms and
conditions stated in the foregoing contract and do hereby approve, ratify and
confirm said contract in all respects.
WITNESS PURCHASER
X_____________________________X X_____________________________(Seal)
BioQuest Center for Integrative Medicine Limited
X_____________________________X X_____________________________(Seal)
ACCEPTANCE OF OFFER
I, or we, agree to sell the above described property on the terms and conditions
stated in the foregoing contract, and do hereby approve, ratify and confirm said
contract in all respects.
WITNESS SELLER
X______________________________X X_____________________________(Seal)
X______________________________X X_____________________________(Seal)
ONCE THE BROKERS HAVE A SIGNED CONTRACT AND HOLD A DEPOSIT ALL INQUIRIES SHOULD
BE DIRECTED TO PURCHASER'S ATTORNEY IN THE BAHAMAS AT 242-351-5050 OR TELEFAX
242- 351-4959.
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COMMISSION AGREEMENT
I, or we, agree to pay the above signed broker, as a commission for finding the
above purchaser(s) for the above described property, the sum of
__________________________________Dollars ($_________________) or one half of
all amounts paid under said contract if said amounts are retained to the terms
thereof.
WITNESS SELLER
X_______________________________X X____________________________(Seal)
X_______________________________X X____________________________(Seal)
STAMP DUTY ON CONVEYANCE/SCALE - 1995 SCALE
Over $250,000.................................................... 10%
AMOUNT TO BE SPLIT BETWEEN BUYER AND SELLER
