AGREEMENT OF SALE
AGREEMENT OF SALE, made as of December 30,
2004, between Cynthia Cassell, having
an address at 4198 Hilltop Drive, Park
City, Utah 84096 ("Seller"), and Michelex
Corporation, a Utah Corporation, having an address at 63 Trade
Road, Ma.ssena,
New York 13662 ("Purchaser').
1. Agreement to Sell. Seller agrees to
sell, transfer and
deliver to Purchaser,
and Purchaser agrees to purchase,
upon the terms and
conditions hereinafter set
forth, the Forty (40) shares of the capital
stock of Hindsight Records, Inc., a
corporation organized under the laws of California (the
"Corporation"),
said
shares constituting all of the authorized and issued
shares of the Corporation
(the "Shares").
2. Purchase Price. The purchase price to be
paid by Purchaser:
(a) by the payment of Eight Hundred
Thousand Dollars
($800,000.00) at the
closing by
the execution and delivery of a Promissory Note by
Purchaser to
Seller in said amount, substantially in the form of
Exhibit A hereto (the `Promissory Note"); and
(b) by the transfer to Seller of One
Hundred Thousand
(100,000) shares of
Michelex Corporation
common stock; and (c) by taking title subject to
and
assuming payment of
the Existing
Indebtedness in said
principal
amount, and paying the same according to the terms thereof.
3. The Closing. The "closing" means the settlement
of the obligations of Seller
and Purchaser to each other under this
agreement,
including the payment
of the
purchase price to Seller as provided in
Article 1 hereof and the delivery of the
closing documents provided for in Article 4
hereof. The closing shall be held at
the offices of Hindsight Records,
Inc., 63 Trade Road,
Massena, New York 13662,
on December 30, 2004 (the "closing
date").
4, Closing Documents. At the closing Seller shall execute and deliver to
Purchaser:
(a) the certificate or certificates
for the Shares, duly endorsed so as to
effectively transfer
ownership of the
Shares to Purchaser,
together
with all appropriate fedcral and state transfer tax stamps
affixed
(b) Letters of resignation from each director and officer of the
Corporation, effective as of the closing hereunder
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(c) the Certificate of Incorporation
or other organizational documents of
the Corporation, and
the Bylaws, minute book, stock certificate book,
and seal of the Corporation; any bills, vouchers, records
showing the
ownership of the furniture furnishings, equipment, other property
used
in the operation of the Corporation; and all other books of
account,
records and contracts of the Corporation (d) such other instruments
as
may be necessary
or proper to transfer to Purchaser all other
ownership interests in
the Corporation to be
transferred under
this
agreement
At the closing Purchaser shall execute and
deliver to Seller:
(a) an Assumption of the Existing Indebtedness in form and substance
satisfactory to Seller's attorney (b) One Hundred Thousand
(100,000)
shares of Common Stock in Michelex Corporation.
5. Representations and Warranties of
Seller. Seller
represents and warrants to
Purchaser as follows:
(a) Seller has full power and authority to carry out and perform her
undertakings and obligations as provided herein.
(b) No action, approval, consent or authorization of any governmental
authority is
necessary for Seller to consummate the transactions
contemplated hereby.
(c) The Corporation is a corporation duly organized wider the laws of
California, and the
Corporation is validly
existing and has not been
dissolved.
(d) Seller is the owner of the
Shares, and. the Shares arc all of the
issued arid outstanding shares of stock of the
Corporation.
All, of
the Shares have a par value of One Hundred Dollars, are fully paid
and
non-assessable, have
not been assigned, pledged or hypothecated, and
are free of all liens,
claims and
encumbrances, except
as set forth
herein.
(e) There are no violations of any law
or governme
