EXHIBIT 10.1
TRANSFER OF ASSETS AGREEMENT BETWEEN CRYSTALIX GROUP
INTERNATIONAL AND MARC JANSSENS
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TRANSFER OF ASSETS AGREEMENT
BETWEEN CRYSTALIX GROUP INTERNATIONAL
AND MARC JANSSENS ("PARTIES")
This Assets Agreement ("Agreement") is dated for
reference purposes
only as of
October 21, 2005, and is effective as of the date all parties sign
Agreement
("Effective Date"). This Agreement is between
Crystalix Group
International,
Inc. ("Company") a Nevada corporation having an office located at 1181 Grier
Dr., Ste. B, Las Vegas, NV 89119, and Marc
Janssens ("Janssens").
FACTUAL BACKGROUND
A.
Company desires return
of stock and Janssens desires to return stock.
B.
Janssens desires to
certain assets from Company and Company desires to
transfer to Janssens same certain assets.
C.
Company and Janssens
desire to agree as set forth below.
D.
NOW,
THEREFORE, in
consideration of the foregoing recitals and the mutual
promises
and understandings herein contained and for other good and
valuable
consideration,
the receipt and
sufficiency of which
are hereby
acknowledged, the parties agree as follows:
AGREEMENT
1) FACTUAL BACKGROUND. The above-listed Factual Background is
incorporated
into this
Agreement in its entirety and expressly made a part of this
Agreement.
All dollar amounts are in United States Dollars, unless
expressly
written as otherwise.
Without prejudice to
any other rights of
Company
under this Agreement, time is of the essence regarding all
payments
due under this Agreement. All information Parties must provide
under this
Agreement must be in English.
2) COMPANY AGREES.
The Company will:
A)
To provide to the
Berlin office, one refurbished Mark II in good
working order for Janssens.
B)
To provide the
additional parts necessary to the Berlin office to
convert the Mark II to a Portrait machine equal to the machines
currently in use at our Las Vegas facility.
C)
Ship to Berlin office
for Janssens one Geometrix Camera, laptop and
software in good working order.
3) JANSEENS AGREES.
Janssens will:
A)
Return to Company;
Common Stock Certificate and Originally Signed
Stock Transfer Form for #3053 representing 2,796,000 shares,
and
Originally Signed Stock Transfer Form for Certificate #P1017
representing 110,000 Preferred Shares of Company.
B)
Resign any and all
positions as an officer and director of Company.
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3) ENTIRE AGREEMENT; MODIFICATION AND WAIVER.
This Agreement
contains the
complete
and exclusive
statement of this
Agreement between the parties
with
respect to the subject
matter hereof,
and supersedes any previous
understandings,
communications,
commitments or
agreements,
oral or
written.
This Agreement may not be changed in
