Exhibit 2 Page E-1
BILL OF SALE
THIS INDENTURE
made in duplicate this 5th day of November, 1999.
Between
GREATWAY GLOBAL COMMUNICATIONS CORP., a company incorporated under the laws
of the Province of Ontario
hereinafter called the
Seller
OF THE FIRST
PART,
and
CROWN INTERNATIONAL, INC., a company incorporated under the laws of
the State of Florida,
hereinafter called the
Buyer
OF THE SECOND
PART.
WHEREAS the Seller is possessed of the goods hereinafter set forth, and has
contracted and agreed with the Buyer for the absolute Sale to him thereof, for
the consideration hereinafter mentioned:
NOW THEREFORE THIS INDENTURE WITNESSETH, that is pursuance of the said
Agreement, and in consideration of the Buyer issuing from its treasury 2,000,000
shares to the Seller and other good and valuable consideration (the receipt
whereof is hereby acknowledged), the Seller does bargain, sell, assign, transfer
and set over unto the said Buyer,
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Page E-2
BILL OF SALE
PAGE 2
ALL THOSE goods more particularly described in Schedule "A" attached hereto;
all of which goods, being in the possession of the Seller and located at
80 Richmond Street West Suite 1604,
Toronto, Ontario
AND all the right, title, interest, property, claim and demand whatsoever of the
Seller of, in, to, and out of the same, and every part thereof.
TO HOLD the said goods and every part thereof, and all the right, title,
interest of the Seller therein and thereto, unto and to the use of the Buyer.
AND the Seller does hereby, covenant, promise and agree with the Buyer: THAT the
Seller is now rightfully and absolutely possessed of and entitled to the said
goods and every part thereof, AND that the Seller now has good right to assign
the same unto the Buyer, and according to the true intent and meaning of this
Indenture; AND that the Buyer shall and may from time to time, and at al times
hereafter, peaceably and quietly have, hold, possess, and enjoy the said goods
and every part thereof, to and for his own use and benefit~ without any manner
or hindrance, interruption, molestation, claim or demand whatsoever of, from or
by the Seller or any person or persons whomsoever, AND that the said goods are
free and clear from all encumbrances; AND that the Buyer shall be absolutely
released and discharged, or otherwise, at the cost of the Seller, from all
former and other bargains, sales, gifts, grants, charges and encumbrances
affecting the said goods, and the Seller hereby indemnifies the Buyer with
respect thereto;
AND, that the Seller and all persons rightfully claiming, or to claim any
estate, right, title or interest of, in, or to the said goods and every part
thereo~ shall and will from time to time, and at all times hereafter upon every
reasonable request of the Buyer, but at the cost and charges of the Buyer make,
do and execute, or cause or procure to be made, done and executed, all such
finther acts, deeds and assurances for the more effectually assigning and
assuring the said goods unto the Buyer, in manner aforesaid, and according to
the true intent and meaning of this Indenture, as by the Buyer, or his Counsel
in the law shall be reasonably advised or required.
IT IS AGREED that this Indenture and everything herein contained shall enure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
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Page E-3
BILL OF SALE
Page 3
IT IS FURTHER AGREED that wherever the singular and masculine are used
throughout this Indenture, they shall be construed as if the plural or the
feminine or the neuter had been used, where the context or the party or parties
hereto so require, and the rest of the sentence shall be construed as if the
grammatical and terminological changes thereby rendered necessary had been made.
IN WITNESS WHEREOF, the Seller has executed this Indenture this 5th day of
November, 1999.
GREATWAY GLOBAL COAMUMCATIONS CORP.
Per:
By: /s/ Gary Risadore
------------------------
Name: Gary David Risidore
Title: President
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Page E-4
SCHEDULE "A"
-------------
>Intellectual Property:
>- Architecture, designs, software, algorlthims, interfaces, codes, ATM
>Technologies, Assembly & intergration network of global relationships
>~Physical: (COST APPROX.)
>- photocopier $ 2,500
>- fax machine 400
>- 4 computers 3,000
>- modems - software
> wires - accessories 15,000
>- 2 computer systexms
> (266 MUZ Pentium 11) 6,073
>- 2 Pentium 11 233 RHZ
> + 266 MZ computers 4,670
>- 2.5 GB Hard Drive 304
>- Pentium III - 450 MZ computer 2,382
>- Pentium 11 400 WIZ Computer 2,007
>- Network Software 284
>- Hub software 300
------------
36,920
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