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BILL OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
This AGREEMENT is made this
13th day of November, 2006, by and among Jean-Paul Ouelette ("
Assignor ") and Vision Global Solutions
Inc., a corporation organized and existing under the laws
of the State of Nevada (" Assignee ").
WITNESSETH:
WHEREAS, the Assignor has agreed to assume all the assets
and liabilities of the Assignee [except for the Vesmark assets and
liabilities] (collectively, the “Assets”);
and
WHEREAS, the Assignor wishes to transfer its rights in
the Assets to the Assignee;
NOW,
THEREFORE, in
consideration of the foregoing premises and the mutual covenants
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
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Assignment
of Net Assets and Net Liabilities . Subject to the terms
and conditions set forth herein, Assignor hereby assigns and
transfers to Assignee, and Assignor agrees to assume from Assignee,
all of the Assets, such Assets including all the shares of Vision
R4 and ARTI Vision Inc. (both wholly owned subsidiaries of
Assignee) and all the liabilities of Assignor (including, but
not limited to, the liabilities of Vision R4 and ARTI Vision
Inc.).
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Assignee
Bound. Assignee hereby
accepts the foregoing assignment and transfer and promises to be
bound by and upon all the covenants, agreements, terms and
conditions set forth herein.
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Benefit and
Assignments . This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns;
provided that no party shall assign or transfer all or any portion
of this Agreement without the prior written consent of the other
party, and any such attempted assignment shall be null and void and
of no force or effect.
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Assignee
warrants and represents that he/she has good title to said Assets,
full authority to sell and transfer same and that said Assets are
being sold free and clear of all liens, encumbrances, liabilities
and adve
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