Exhibit 10.10
WARRANTY BILL OF SALE AND TRANSFER AGREEMENT
THIS WARRANTY
BILL OF SALE AND TRANSFER AGREEMENT ("Transfer Agreement") is
executed and delivered on July 6, 2004, by
ITG Vegas, Inc., a Nevada corporation
and ITG Palm Beach, LLC, a Delaware limited
liability company (collective the
"Seller"), in favor of PDS Gaming
Corporation, a Minnesota corporation (together
with its successors and assigns, "Purchaser").
1. In
consideration of
$500,000.00 ("Purchase
Price") and for other
good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller does hereby bargain,
sell, convey and grant unto Purchaser,
its successors and assigns,
all of the assets and
personal property of
Seller
identified on the Attachment "A" attached
hereto and
incorporated
herein (the
"Assets").
2. Seller hereby
represents and
warrants to Purchaser,
its successors and
assigns as follows:
a. ITG Vegas, Inc., is a Nevada corporation, duly organized, validly
existing and in
good standing
under the laws of the
State of Nevada,
and
has all
corporate power and authority to transact business as it is now
being
conducted;
and that ITG Palm
Beach, LLC, is a Delaware limited
liability
company, duly organized, validly existing and in good
standing
under
the laws of the
State of Delaware, and has all legal power and
authority to
transact business as it is now being conducted.
b. Seller is the lawful owner of the Assets, has good title and right
to sell and
transfer the same, and that all such Assets and
property are
transferred
to Purchaser free and
clear of all liens,
security interests
and encumbrances whatsoever. Seller has not made any prior sale or
assignment
of the Assets (or any
portion of them) to
any other person
or
entity.
c. Seller has full
legal right and
corporate or limited liability
company
power and authority to enter into and deliver this Transfer
Agreement and to
consummate the transactions contemplated by this Transfer
Agreement,
the execution and
delivery of this Transfer Agreement has been
approved
by the necessary corporate or other action, and none of the
Seller's
obligations
hereunder will result
in any breach of any provision
of any contract,
agreement or
instrument to which Seller is a party, or by
which Seller or
its assets are bound.
d. This Transfer Agreement is a legal, valid and binding obligation
of
Seller
enforceable against Seller in accordance with its terms.
e. Seller has received all federal, state and local consents and all
consents
of any private persons or entities necessary to execute and
deliver
this Transfer Agreement, and to consummate the transactions
contemplated
hereby. Seller represents that no additional approval,
consent,
exemption or other
action by, or notice
to or filing with,
any
governmental
authority or private individuals by Seller is necessary in
connection
with
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the execution, delivery, performance or enforcement of this Transfer
Agreement or any
instrument or agreement required hereunder, except as has
been obtained
prior to the date hereof.
f. There is no action or proceeding pending or, to Seller's
knowledge,
threatened,
against the Assets, which may adversely affect the value of the
Assets or the
enforceability of the Transfe
