EX-10.4


 


AGREEMENT: GARBALIZER MACHINERY CORP AND COMPANY


 


AGREEMENT


 


This agreement entered into the date below shown between Garbalizer Machinery Corporation, a Utah corporation [Garbalizer] and Garb-Oil & Power Corporation, a Utah corporation [Garb-Oil]


Whereas Garbalizer, on February 25, 1999 entered into a stock exchange agreement with RecycleNet Corporation of Ontario, Canada [RecycleNet], and


Whereas Garbalizer and RecycleNet agreed that Garbalizer would have, prior to the closing of said agreement, the right to sell and convey all its existing assets (including the “Garbalizer” name and logo, patents, machinery designs, and contract rights) to Garb-Oil in exchange for Garb-Oil’s assumption of existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.), and


Whereas Garb-Oil is desirous of obtaining said existing assets, the “Garbalizer” name and logo, patents, machinery designs, and contract rights and further, is desirous of assuming the existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.), and


Whereas the board of directors of both Garbalizer and Garb-Oil have by resolution authorized their respective corporation to enter into this transaction and have authorized the officers of their respective corporations to perform all acts necessary and to execute all documents necessary to effect this transaction, therefore


Garbalizer, by these presents, hereby convoys all existing assets including all right, title, and interest in and to the Garbalizer name and logo, patents [as identified in the attached exhibit], machinery designs, and contract rights by it possessed.


Garb-Oil, by these presents, and as consideration for the assets above referenced, hereby assumes all existing indebtedness of Garbalizer in the approximate amount of $500,000.00 (U.S.).


Dated the 19th day of March, 1999.


 





	
            GARBALIZER MACHINERY CORPORATION  
 	
            ATTEST:
 





 





	
            By /s/ John C. Brewer                   
 	
            /s/ Charles K. Laver
 
	
             
 	
            President
 	
            Secretary
 	
             
 
	
             
 	
             
 
	
            GARB-OIL & POWER CORPORATION
 	
            ATTEST:
 	
             
 
	
             
 	
             
 
	
            By /s/ John C. Brewer                   
 	
            /s/ Charles K. Laver
 
	
             
 	
            President                             
 	
            Secretary                             
 
	
             
 	
             
 
	
             
 	
             
 
	
             
 	
             
 
					


            


 


 


 


 









EXHIBIT TO


GARBALIZER/GARB-OIL


AGREEMENT


 


GARBALIZER SHREDDER PATENTS


 


U.S. PATENTS


 





	
             
 	
            patent #3578252
 
	
             
 	
            patent #3708127
 
	
             
 	
            patent #3762655
 
	
             
 	
            patent #3840187
 
	
             
 	
            patent #3893635
 
	
             
 	
            patent #3951346
 
	
             
 	
            patent #4059236
 
	
             
 	
            patent #4082232
 
	
             
 	
            patent #4099678
 
	
             
 	
            patent #4125228
 
	
             
 	
            patent #4176800
 
	
             
 	
            patent #4205799
 
	
             
 	
            patent #4350308
 
	
             
 	
            patent #4927088
 





 


 


INTERNATIONAL PATENTS


 





	
             
 	
            Canada
 	
            patent #1018958
 
	
             
 	
            Canada
 	
            patent #1137949  
 
	
             
 	
            Switzerland
 	
            patent #555195  
 
	
             
 	
            Japan
 	
            patent #924581 
 
	
             
 	
            England
 	
            patent #1441783 
 
	
             
 	
            France
 	
            patent #74-02442
 





 


 


Garbalizer Machinery Corporation has the following machinery patents which it intends to develop and market as funds become available:


 


 





	
            Mechanical Waste Receiver
 	
            patent #3660038
 
	
            Waste Remover Vehicle [packer truck]                                      
 	
            patent #3831789
 
	
            Air Classification
 	
            patent #3856217
 
	
            Refuse Processing Equipment [mangler]                                   
 	
            patent #3966129
 
	
            Waste Mangler System and Structure                                       
 	
            patent #3993256