Asset Purchase Agreement



ASSET
PURCHASE AGREEMENT

 

This
asset purchase agreement is made as of this 30th day of
April, 2004 by and between Northern
Star Distributors Ltd., a British
Columbia corporation with an executive office at Suite 210D, 8351 Alexandra
Road, Richmond, British Columbia, V6X 3P3, Canada (the “Buyer”), and
Hansa
Capital Corp., a
British Columbia company with an executive office at 1145 West 7th Avenue,
Vancouver, British Columbia, V6H 1B5, Canada (the “Seller”).

 

Factual
Background

 

The
parties acknowledge that the agreement set forth below is premised upon the
following mutual understanding:

 

 


	
      A.  
	
      The
      Seller is the owner of the Internet domain name “northernstarmall.com”
      (the “Domain
      Name”).




 

 


	
      B.  
	
      Buyer
      desires to purchase the Domain Name and certain related assets of the
      Seller in accordance with the terms and conditions set forth
      herein.




 

Terms
of Agreement

 

In
consideration of the mutual promises and obligations set forth below, the
parties agree that:

 

 


	
      1.  
	
      Currency.
      All references to dollars are to Canadian dollars unless otherwise
      indicated.




 

 


	
      2.  
	
      Assets
      to be Transferred by the Seller. In
      exchange for the purchase price and other agreements described below, the
      Seller will transfer to the Buyer by warranty bill of sale and assignment,
      free and clear of all liens, encumbrances and other rights or
      restrictions, all of the following assets (collectively the “Assets”):




 

 


	
      a.  
	
      all
      right, title and interest of the Seller in the Domain
  Name;




 

 


	
      b.  
	
      all
      right, title and interest that the Seller may have in the trade name
      “northernstarmall.com” and all logos and other marks associated with the
      trade name (the “Trade
      Names”);
      and




 

 


	
      c.  
	
      all
      right, title and interest in the inventory used in the business associated
      with the Domain Name and the Trade Names.




 

 


	
      3.  
	
      Purchase
      Price.
      The Buyer will pay to the Seller Ten Thousand Dollars ($10,000) for the
      Assets (the “Purchase
      Price”).




 

 


	
      4.  
	
      Payment
      of Purchase Price. As
      consideration for the Purchase Price, the Buyer will give a promissory
      note to the Seller for the principal amount of $10,000 with a simple
      interest rate of 3% per annum, which is the sum of the overnight rate set
      by the Bank of Canada on April 13, 2004, plus an additional 1%, all to be
      paid on or before December 31, 2004 (the “Promissory
      Note”).
      The Promissory Note will be in a form that is acceptable to the Seller and
      its counsel.




 

 


	
      5.  
	
      Closing.
      The parties will agree on a Closing date not later than April 30, 2004. On
      the date hereof, each of the parties will sign all of the documents
      required to complete this agreement. The Buyer will submit a transfer
      request to the Seller’s domain registration agent and the Seller will,
      upon receipt of the transfer request from its domain registration agent,
      approve and accept the transfer of the
Domain.












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      6.  
	
      Conditions
      Precedent to Buyer’s Obligations.
      The obligations of the Buyer to complete this agreement are expressly
      subject to the following conditions:




 

 


	
      a.  
	
      The
      Seller must have approved and accepted the transfer
    request.




 

 


	
      b.  
	
      The
      Seller must have delivered to the Buyer the warranty bill of sale and
      assignments conveying good and marketable title to the Assets, free of all
      liens and encumbrances, in a form acceptable to the Buyer and its
      counsel.




 

 


	
      c.  
	
      All
      representations and warranties of the Seller set forth in this agreement
      must be true, complete and accurate as of the date of the
      Closing.




 

 


	
      7.  
	
      Conditions
      Precedent to Seller’s Obligations.
      The obligations of the Seller to complete this agreement are expressly
      subject to the following conditions:




 

 


	
      a.  
	
      The
      Buyer must have submitted a transfer request to the Seller’s domain
      registration agent 




 

 


	
      b.  
	
      The
      Buyer must have delivered the Promissory Note to the
    Seller.




 

 


	
      c.  
	
      All
      representations and warranties of the Buyer set forth in this agreement
      must be true, complete and accurate as of the date of the
      Closing.




 

 


	
      8.  
	
      Representations
      and Warranties of the Seller.
      As a material inducement to the Buyer to purchase the Assets as
      contemplated by this agreement, the Seller represents and warrants to the
      Buyer that:




 

 


	
      a.  
	
      The
      Seller is duly organized, validly existing and in good standing under the
      laws of the Province of British Columbia, and has the power under its
      articles of incorporation to transfer the Assets and enter into and
      perform this agreement.




 

 


	
      b.  
	
      The
      execution, delivery and performance of this agreement have been validly
      authorized by appropriate corporation action, the authorization is
      effective, and no other corporate authorization is necessary for the
      Seller to properly complete the transactions contemplated in this
      agreement.




 

 


	
      c.  
	
      On
      the date of the Closing the Seller will have good and marketable title to
      the Assets, free and clear of liens, encumbrances and rights of
      others.




 

 


	
      d.  
	
      The
      Seller has properly registered the Domain Name without committing fraud or
      misrepresentation, has not received any claim from a third party that the
      use of Domain Name violates the rights of the third party, has not used
      the Domain Name for any illegal purpose.




 

 


	
      e.  
	
      The
      use of the Domain Name does not infringe the rights of any third party in
      any jurisdiction. 




 

 


	
      f.  
	
      No
      legal actions, suits, or other legal or administrative proceedings are
      pending or, to the best of the Seller’s knowledge, threatened against the
      Seller in regard to the Assets, and the Seller is not aware of any facts
      that might result in any action, suit or
proceeding.




 

 


	
      g.  
	
      No
      representation or warranty made by Seller in this agreement or in any
      statement or certificate furnished to Buyer under this agreement or in
      connection with it, contains any untrue statement of material fact or
      omits to state a material fact necessary to make the statements contained
      not misleading.




 










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      h.  
	
      The
      representations and warranties of the Seller set forth above are made upon
      the signing of this agreement and will be deemed to be made again at the
      time of the Closing, and such representations and warranties will survive
      the date of the Closing.




 

 


	
      9.  
	
      Representations
      and Warranties of the Buyer. As
      a material inducement to the Seller to sell the Assets as contemplated by
      this agreement, the Buyer represents and warrants to the Seller
      that:




 

 


	
      a.  
	
      The
      Buyer is duly organized, validly existing and in good standing under the
      laws of the Province of British Columbia, and has the power under its
      articles of incorporation to acquire the Assets and enter into and perform
      this agreement.




 

 


	
      b.  
	
      The
      execution, delivery and performance of this agreement have been validly
      authorized by appropriate corporation action, the authorization is
      effective, and no other corporate authorization is necessary for the Buyer
      to properly complete the transactions contemplated in this
      agreement.




 

 


	
      c.  
	
      No
      representation or warranty made by Buyer in this agreement or in any
      statement or certificate furnished or to be furnished to Seller pursuant
      hereto or in connection herewith, contains or will contain any untrue
      statement of material fact or omits or will omit to state a material fact
      necessary to make the statements contained therein not
      misleading.




 

 


	
      d.  
	
      The
      representations and warranties of the Buyer set forth above are made upon
      the signing of this agreement and will be deemed to be made again at the
      time of the Closing, and such representations and warranties will survive
      the date of the Closing.




 

 


	
      10.  
	
      General
      Provisions.




 

 


	
      a.  
	
      Time.
      Time is of the essence of this agreement and any amendment to
      it.




 

 


	
      b.  
	
      Assignment.
      This agreement is binding upon and inures to the benefit of the parties
      and their respective successors and permitted assigns. Neither party may
      assign this agreement without the written consent of the
      other.




 

 


	
      c.  
	
      Notices.
      All
      notices and statements must be in writing and, together with any payments,
      be delivered personally or by overnight courier service, return receipt
      requested, delivery prepaid to the intended party at the address given at
      the beginning of this agreement. Any notice is deemed to be received upon
      delivery, if personally delivered, or one business day after depositing
      with an overnight courier service if so
deposited.




 

 


	
      d.  
	
      Entire
      Understanding.
      This agreement represents the entire understanding and agreement between
      the parties and supersedes all prior negotiations, representations and
      agreements made by and between them




 

 


	
      e.  
	
      Counterparts.
      This agreement may be signed in two or more counterparts and delivered to
      the parties by fax. The counterparts together are deemed to be one
      original agreement.




 

 


	
      f.  
	
      Enforceability.
      The
      invalidity or enforceability of any particular provision of this agreement
      does not affect the other provisions, and the agreement must construed in
      all respects as if the invalid or unenforceable provisions were
      omitted.




 

 


	
      g.  
	
      Jurisdiction.
      This agreement is governed by the laws of British Columbia, and any
      litigation arising out of this agreement must be conducted in the courts
      of British Columbia.




 










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Execution
by the Parties

 

The duly
authorized signatures of the parties below are evidence of the parties’
agreement as of the date set out on page 1.

 




Northern
Star Distributors Ltd., a
British Columbia corporation

 

 

 

By: 
  /s/
Zuber Jamal 
   
   
   
  

 

Its:
 
  President 
   
  , duly
authorized

 




Hansa
Capital Corp., a
British Columbia corporation

 




 

 

By: 
  /s/
signed 
   
   
   
  

 

Its:
 
  President 
   
  , duly
authorized

 










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