ASSIGNMENT AND CONVEYANCE
THIS ASSIGNMENT AND CONVEYANCE
made as of the 25th day of May, 2007
B E T W E E N:
NESRACORP INC.
(hereinafter called the "Assignor")
OF THE FIRST PART
- and -
NATURAL NUTRITION, INC.
(hereinafter called the "Assignee")
OF THE SECOND PART
(the Assignor and Assignee hereinafter called the "Parties")
RECITALS:
A.
Interactive Nutrition International Inc. ("INII") is indebted to the Assignor
for an outstanding amount of principal (the "Principal") and interest accrued
thereon (the "Interest") (the Principal and the Interest together the
"Indebtedness") pursuant to a promissory note made March 31, 2004;
B.
The total amount of the Indebtedness is not less than that described in Schedule
"A" hereto;
C.
The Assignor is the holder of certain security from INII, as more particularly
described in Schedule "B" hereto (collectively the "Security");
D.
Natural Nutrition Inc. is the owner of all of the issued and outstanding shares
of INII; and
E.
The Assignor has agreed to assign to the Assignee all of the right, title,
benefit and interest of the Assignor in and to the Purchased Assets (as
hereinafter defined).
NOW THEREFORE THIS ASSIGNMENT AND CONVEYANCE (the "Assignment") WITNESS that in
consideration of the sum of SEVEN MILLION SIX HUNDRED AND FIFTY THOUSAND
CANADIAN DOLLARS (CDN$7,650,000.00) now paid to the Assignor, the receipt and
sufficiency of which is hereby acknowledged, the Assignee and the Assignee
hereby covenant and agree as follows:
Assignment and Conveyance
Page 1
1.
The Assignor hereby assigns, transfers and conveys unto the Assignee all of the
right, title, benefit and interest of the Assignor in and to the Indebtedness
and the Security in respect thereof, including, without limitation, all loan,
security and other documentation relating to the Indebtedness and the Security
purchased hereunder (collectively, the "Purchased Assets").
2.
The Assignee and the Assignor agree that the consideration for the Purchased
Assets is allocated entirely to the outstanding Principal described in Schedule
"A" and no portion thereof is allocable to the outstanding Interest described in
Schedule "A".
3.
The Assignor hereby covenants and agrees with and represents and warrants as
follows to the Assignee:
(a)
that the Indebtedness of INII is no less than the sum of the Principal and
Interest described in Schedule "A" hereto;
(b)
that no person, firm or corporation has any written or oral agreement, option,
understanding or commitment, or any right or privilege capable of becoming an
agreement, for the purchase or assignment from the Assignor of any or all of the
Purchased Assets;
(c)
that the Assignor is not aware of any imperfections in the execution,
registration or perfection of the Security; and
(d)
that the Assignor may assign all of its right, title, benefit and interest in
and to the Purchased Assets without the consent of INII or any other party.
4.
Except as specifically set out herein, this Assignment is made without
representation or warranty whatsoever with respect to the execution, attachment,
registration or perfection of any security interest held by the Assignor