Exhibit 10.1
MEMORANDUM OF AGREEMENT OF SALE OF ASSETS
made and entered into in the City and
District of Montreal, Province of Quebec, with an effective date of february 15,
2008;
BY AND BETWEEN :
9191-4200 QUEBEC INC., legal person, duly incorporated according to law, having
its head office 500 St-Martin Blvd, suite 500, City of Laval, Province of
Quebec, herein represented by Gilles Poliquin, duly authorized as he so
declares;
Hereinafter collectively referred to as the:
[[
"VENDOR"
]]
AND :
TELIPHONE INC., legal person, duly incorporated according to law, having its
head office at 194 St-Paul west, suite 303, in the City and District of
Montreal, Province of Quebec, herein represented by George Metrakos, duly
authorized as she so declares;
Hereinafter referred to as the:
[[
"PURCHASER"
]]
AND :
9151-4877 QUEBEC INC., legal person, doing business as "DIALEK TELECOM" duly
incorporated according to law, having its head office at 175 Chemin Bates, Suite
201 in the City and District of Montreal, Province of Quebec, herein represented
by Gilles Poliquin, duly authorized as he so declares;
Hereinafter referred to as the:
[[
"COMPANY"
]]
WHEREAS the VENDOR is the registered holder and beneficial owner of all of the
issued and outstanding capital stock {hereinafter referred to as the "SHARES"}
of the COMPANY.
WHEREAS
the VENDOR is desirous of selling unto the PURCHASER, hereto present
and accepting, certain assets and liabilities as presented in schedule A
{hereinafter referred to as the "ASSETS"} of COMPANY, the whole for a price and
subject to the terms and conditions mutually agreed upon by and between the
Parties hereto, and as hereinafter set forth.
1
NOW THEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1.
PREAMBLE
1.01
THAT the preamble hereto shall form an integral part
hereof as if recited herein at length;
2.
SALE
OF
ASSETS
2.01
THAT the VENDOR does hereby sell, transfer, assign,
and make over unto the PURCHASER hereto present and accepting, the said ASSETS,
the whole under the terms and conditions hereinafter set forth.
3.
PURCHASE
PRICE AND PAYMENT
3.01
THAT consideration for the sale of VENDOR's right,
title and interest in and to the said ASSETS (the "PURCHASE PRICE") is THREE
HUNDRED AND EIGHTY-THREE THOUSAND, FOUR HUNDRED AND SIXTY FOUR CANADIAN DOLLARS
{$383,464} as per the payment plan described in Schedule B attached herein.
3.02
THAT VENDOR renders to PURCHASER's disposal an
operating line of credit of ONE HUNDRED AND FIFTY THOUSAND CANADIAN DOLLARS
{$150,000.00} at an annualized interest rate of 18%.
4.
VENDOR'S
WARRANTIES
4.01
THAT VENDOR hereby makes and extends the following
representations, warranties and covenants, all of which are essential to this
Agreement, and without which this Agreement would not have been made:
(a)
the VENDOR is a resident in Canada within the meaning of the Income Tax Act
(COMPANY) and the Quebec Taxation Act;
(b)
the SHARES have been validly allotted and issued by COMPANY and are fully paid
and non-assessable;
2
(c)
the SHARES are the property of