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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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1.
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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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2.
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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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3.
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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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4.
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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
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