Bill of Sale and Inventory Agreement between Digital Courier Technologies, Inc. and M2, Inc.

Summary

Digital Courier Technologies, Inc. (DCTI) agrees to sell specific equipment and inventory, as listed in Exhibit A, to M2, Inc. for $180,000, payable in installments according to a set schedule. DCTI guarantees it owns the items and that they are free of liens. Ownership transfers to M2, Inc. upon signing. The agreement is governed by Florida law, and any disputes will be resolved in Florida courts. M2, Inc. has a 30-day period to cure any payment default.

EX-10.17 4 ex10no17.txt BILL OF SALE & INVENTORY EXHIBIT 10.17 BILL OF SALE KNOW ALL MEN BY THESE PRESENT, that Digital Courier Technologies, Inc., a Delaware corporation ("DCTI"), for and in consideration of the sum of One Hundred Eighty Thousand Dollars ($180,000.00), payable according to the schedule set out in Schedule 1, annexed hereto, and other good and valuable consideration paid to it by M2, Inc., a Florida corporation ("Buyer"), the receipt and sufficiency of which are hereby acknowledged, has granted, bargained, sold, transferred, and delivered, and by these present does grant, bargain, sell, transfer, and deliver unto Buyer, its successors and assigns, as is where is and with no representation as to functionality, the following goods and chattels set forth on attached Exhibit A hereto (this sale and corresponding purchase hereafter referred to as the "Agreement"). TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns forever. DCTI does for itself and its successors and assigns, covenant to and with Buyer, its successors and assigns, that it is the lawful owner of the said goods and chattels; that they are free from all encumbrances; that it has good right to sell the same as aforesaid; and that it will warrant and defend the sale of the said property, goods, and chattels hereby made, unto Buyer, its successors and assigns, against the lawful claims and demands of all persons whomsoever. Title in those items set forth in Exhibit A shall transfer to M2, Inc. at the time of execution of this Agreement. This Agreement shall be governed by, construed, enforced and interpreted in accordance with the internal, substantive laws of the State of Florida. In the event either party seeks relief from any dispute arising from or relating to this Agreement, the parties consent and stipulate to the exclusive jurisdiction of the state and federal courts in the State of Florida, County of Hillsborough. IN WITNESS WHEREOF, DCTI has caused this Bill of Sale to be executed by its duly authorized representative as of the 27th day of November, 2002. DIGITAL COURIER TECHNOLOGIES, INC. By: /s/ Don Marshall ------------------------ Don Marshall, CEO PROVINCE OF_British Columbia_ The foregoing instrument was acknowledged before me this 27th day of _November, 2002, by Don Marshall, the CEO of Digital Courier Technologies, Inc., a Delaware corporation, on behalf of the corporation. He is [ ] personally known to me or [ ] has provided _______________ as identification. /s/ Craig Darling ----------------------------- NOTARY PUBLIC Name: Craig R. Darling ----------------- My Commission Expires: n/a (notary seal) 1 Schedule 1 Payments M2, Inc. shall remit to DCTI the following amounts according to this schedule and in furtherance of its Agreement, dated _November 27, 2002: a. $10,000 immediately upon execution; b. $50,000 by January 6, 2003; c. $50,000 by February 6, 2003; d. $50,000 by March 6, 2003; and e. $20,000 by April 6, 2003. M2, Inc. shall have a 30 day right to cure any default hereunder. 2