EXHIBIT 10.7
NOTICE TO TRANSFER INTELLECTUAL PROPERTY RIGHTS
Dated as of August 28, 2002 AT 12:30 PM PDT
TO: ESSENTIALLY YOURS INDUSTRIES CORP ("Corp") and its Board of Directors
FROM: ESSENTIALLY YOURS INDUSTRIES, INC. ("Inc")
WHEREAS Corp is the owner or licensee of certain Trademarks or copyrighted marks
as more specifically set out and identified on Schedule A (the "Marks") and the
owner or rights holder of the formula ("Formulas") to certain products as more
specifically set out and identified on Schedule A;
AND WHEREAS pursuant to the terms of that certain LICENSE OF INTELLECTUAL
PROPERTY (the "License") dated noon PDT June 30, 2002 (the "effective date")
Corp licensed to Inc all of its right, title and interest that it may have in
and to the Marks and in and to the Formulas to Inc on the terms therein set out;
AND WHEREAS pursuant to the terms of the License Inc has the option, at any
time, to require Corp to transfer and assign all of its right, title and
interest in and to the Marks and in and to the Formulas to Inc upon prior
written notice;
AND WHEREAS an independent valuator has determined the fair market value of the
Marks to be $12,000.00 USD and the Formulas to be $9,600.00 USD for a total of
$21,600.00 USD (the "FMV") as set out in the Valuation Report of Bauman,
Raymondo & Company PA, dated as of June 30, 2002.
AND WHEREAS the FMV has been paid to Corp by an offset against the indebtedness
owing by it to Jay Sargeant;
AND WHEREAS Inc and Jay Sargeant will account between them for the payment of
the FMV;
AND WHEREAS Jay Sargeant concurs, as evidenced by his signature hereon, that
payment of the FMV to Corp has occurred and that Corp should consider itself to
be paid in full for the Marks and the Formulas based upon an offset of
indebtedness owed by Corp to him in like amount to the amount of the FMV;
NOW THEREFORE this writing will serve as notice that Inc does hereby give notice
pursuant to the License that all right, title and interest of Corp in and to the
Marks and Formulas are forthwith to be transferred to it on the basis that same
have been paid for in full.
Dated to be effective as of the date and time set out above.
Essentially Yours Industries, Inc.
X /s/ JAY SARGEANT X /s/ JAY SARGEANT
------------------------------------- -------------------------------------
Jay Sargeant -- President Jay Sargeant
SCHEDULE A
Canadian Trademarks
Product Status Owner
- ------- ------ -----
Sea Krit(R) Registered trademark Michel Grise Consultants Inc.
Neo Cell(R) Registered trademark Michel Grise Consultants Inc.
Melan Plus(R) Registered trademark Michel Grise Consultants Inc.
Golden Treat(R) Registered trademark Michel Grise Consultants Inc.
Definition(R) Registered trademark Michel Grise Consultants Inc.
Emulgent(R) Registered trademark Michel Grise Consultants Inc.
Agrisept-L(R) Registered trademark Michel Grise Consultants Inc.
Beaugest(R) Registered trademark Michel Grise Consultants Inc.
Citrex(R) Registered trademark Michel Grise Consultants Inc.
Calorad(R) Registered trademark Michel Grise Consultants Inc.
NRG Abandoned Michel Grise Consultants Inc.
Triomin Abandoned Michel Grise Consultants Inc.
Bellaffina(TM) Allowed ITU filed Michel Grise Consultants Inc.
Parablast(TM) Allowed ITU filed Michel Grise Consultants Inc.
Livocare Michel Grise Consultants Inc.
Ultra Form Michel Grise Consultants Inc.
American Trademarks
Product Status Owner
- ------- ------ -----
Calo Plus ITU app. filed EYI Corp
Essentially Smart ITU app. filed EYI Corp.
Essential Marine(R) Registered trademark EYI Corp
Essential Omega(TM) ITU, Abandoned EYI Corp
Iso greens(TM) ITU app. was Allowed EYI Corp
Noni Plus(TM) ITU app. was Allowed EYI Corp
Nutri Bears(TM) ITU app. was Allowed EYI Corp
Oxy Up(TM) ITU app. was Allowed EYI Corp
AL-O-E ITU app. Abandoned EYI Corp
AL-O-EE ITU app. Abandoned EYI Corp
Megasense(TM) Allowed EYI Corp
Risogreens(TM) Allowed EYI Corp
It's All Here(TM) ITU app. Trademark app. Sent EYI Corp
Citri-plus(R) Registered trademark EYI Corp
Essentially Yours(R) Registered trademark EYI Corp
Essentially Yours Industries(R) Registered trademark EYI Corp
** ITU refers to Intent to use application for trademark.
Formulas
Product
- -------
All products listed above whose trademark is indicated to be owned by EYI Corp
plus the following:
An Ox4 + any trademark or copyright rights relating thereto
C-Essence + any trademark or copyright rights relating thereto
Essential Paradise + any trademark or copyright rights relating thereto
IFG Supreme + any trademark or copyright rights relating thereto
Triomin + any trademark or copyright rights relating thereto
Essential Oils + any trademark or copyright rights relating thereto
(Essential Oils include Image, Oh Baby Baby, Only You,
Quantum, Sensational, Signature Series, That Hair stuff and
WOW)
2