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Sale of Business by Transfer of Capital

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					Sale of Business by Transfer of Capital



            This Agreement is made between a vendor and a
            purchaser whereby the vendor sells to the purchaser
            and the purchaser purchases from the vendor all of
            the issued and outstanding shares in the capital of a
            company.




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       SALE OF BUSINESS BY TRANSFER OF CAPITAL
              THIS AGREEMENT made as of the ______ day of _____________,
2_____.

B E T W E E N:
                            ________________________________________;

                            (hereinafter called the "Vendor")

                                                                       OF THE FIRST PART,

                                    - and -

                            ________________________________________;

                            (hereinafter called the "Purchaser”)

                                                                    OF THE SECOND PART.
1.00          RECITALS

              WHEREAS

1.01        The Vendor is the registered and beneficial owner of
__________________ (____) shares in the capital of _______________________ (the
"Company");

1.02          The Purchaser has agreed to purchase from the Vendor the
________________ (____) shares in the capital of the Company (hereinafter referred to
as the "Sold Shares") owned by the Vendor and the Vendor has agreed to sell to the
Purchaser the Sold Shares upon and subject to the terms and conditions hereinafter set
forth;

              NOW THEREFORE THIS AGREEMENT WITNESS that in
consideration of the mutual agreements herein contained, and the sum of One Dollar
($1.00) now paid by the Purchaser to the Vendor (the receipt and sufficiency whereof is
hereby acknowledged by the Vendor), the Parties hereto covenant and agree as follows:

2.00          PURCHASE AND SALE




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2.01           The Purchaser shall purchase from the Vendor and the Vendor shall sell to
the Purchaser, upon and subject to the terms and conditions hereof, the Sold Shares as at
_______________________ (the "Effective Date").

3.00           PURCHASE PRICE

3.01           The Parties agree that the Purchase Price, subject to any adjustments
provided for in this Agreement, will be ______________________ ($______________)
Dollars (the “Purchase Price”) which sum, in accordance with generally accepted
accounting principles, represents a fair and reasonable attempt by the Parties to estimate
and determine the fair market value of the Sold Shares as of the Effective Date. On the
Effective Date, the Purchaser shall provide the Vendor with a demand promissory note
substantially in the form attached hereto as Schedule “A” in full satisfaction of the
Purchase Price or the Purchaser shall deliver to the Vendor the Purchase Price by way of
certified check or bank draft in full satisfaction of the Purchase Price.

3.02          If, notwithstanding the determination by the Purchaser and the Vendor of
the Purchase Price for the Sold Shares:

       (a)     there shall be issued to either the Purchaser or the Vendor a notice
               of assessment or reassessment pursuant to any taxing statute,
               which assessment or reassessment is based upon an assumption of
               fact or a finding by such taxing authority that the fair market value
               of the Sold Shares is different from that determined in accordance
               with the provisions of this Agreement; or

       (b)     such taxing authority notifies either the Purchaser or the Vendor that it
               intends to issue such notice of assessment or reassessment;

then, subject to the rights, if any, of the Purchaser and the Vendor to object or appeal
such assessment to any authority, board or court of competent jurisdiction, the fair market
value of the Sold Shares as at the Effective Date shall, for the purposes of this
Agreement, be deemed to be and to always have been the value of the Sold Shares as
finally so deemed by such taxing authority and the Purchaser or the Vendor, as the case
may be, or where either the Purchaser or the Vendor has objected to or appealed any such
assessment or reassessment, as finally determined by such authority, board or court.
Such value, however determined, shall be substituted for the fair market value as
determined in paragraph 3.01 hereof, and the Purchase Price (and manner of payment
thereof, if necessary) shall be adjusted accordingly. Without limiting the generality of
the foregoing, the Parties agree that the Purchase Price in the amount determined as
aforesaid and paid by the execution by the Purchaser of a demand promissory note
substantially in the form attached hereto as Schedule “A” shall be amended so that the



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amount thereof shall be equal to the value of the Sold Shares as finally determined
pursuant to the provisions of this paragraph 3.02.

4.00          DELIVERY OF CERTIFICATES, ETC.

4.01           On the Effective Date, the Vendor shall transfer and deliver to the
Purchaser as at the Effective Date the Sold Shares duly endorsed in blank for transfer and
shall cause the Company to take all necessary steps or proceedings to enter the Purchaser
or its nominee(s) on the books of the Company as the holder of the Sold Shares and to
issue one or more share certificates to the Purchaser or its nominee(s) representing the
Sold Shares.

5.00          PLACE OF CLOSING

5.01          The Closing shall take place on the Effective Date at
__________________________________ or at such other place as may be agreed upon
by the Vendor and the Purchaser.

6.00                  GENERAL

6.01           The Purchaser and the Vendor shall execute such other documents and do
all things as may be necessary or desirable to give effect to the terms of this Agreement
and to carry out the provisions hereof.

6.02            This Agreement shall be governed by and construed in accordance with
the laws of the State of __________________.

6.03          This Agreement shall enure to the benefit of and be binding upon the
Parties hereto and their respective heirs, executors, administrators, successors and
assigns.

6.04        All dollar amounts           referred   to   in   this   Agreement    are   in
__________________ funds.

6.05          In the Agreement words importing the singular number include the plural
and vice versa and words importing the masculine include the feminine and neuter
genders.

6.06           Section headings are not considered part of this Agreement and are
included solely for the convenience of reference and are not intended to be full or
accurate descriptions of the contents thereof.

6.07          Time shall be of the essence in this Agreement.


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6.08           This Agreement may be executed by the Parties in separate counterparts
each of which when so executed and delivered shall be an original and all such
counterparts shall together constitute one and the same instrument.


             IN WITNESS WHEREOF the Parties hereto have executed this
Agreement as of the date and year first written.




Witness:                                  Vendor




Witness:                                  Purchaser


or if Vendor or Purchaser is a company




                                          Per:




                                          Name:
                                          Title:
                                          I have authority to bind the Company.


                                          Per:




                                          Name:
                                          Title:
                                          I have authority to bind the Company.




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                                SCHEDULE “A”

                        FORM OF PROMISSORY NOTE
                               (if applicable)




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DOCUMENT INFO
Description: This Agreement is made between a vendor and a purchaser whereby the vendor sells to the purchaser and the purchaser purchases from the vendor all of the issued and outstanding shares in the capital of a company.
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