THIS AGREEMENT made as of the 31st day of December, 1998.
UNITED TRANS-WESTERN, INC., a corporation duly incorporated pursuant to the laws of the State of
Delaware and having an office located at 600 - 3795 Carey Road, Victoria, British Columbia
(hereinafter called the "Vendor")
OF THE FIRST PART
LANDSTAR, INC. ,a company duly incorporated pursuant to the laws of the State of Nevada and having an
office located at 5505 North Indian Trail, Tucson, AZ 85750
(hereinafter called the "Purchaser")
OF THE SECOND PART
A. The Vendor has purchased or otherwise secured joint venture rights to a proprietary technology and chemical
formulation and process which allows the reactivation of used rubber for reintroduction into the manufacturing
process, which technology is more particularly set out in Exhibit A hereto (the "Technology").
B. The Purchaser wishes to purchase the Technology from the Vendor on the terms and conditions and for the
consideration herein set out.
NOW THEREFORE WITNESSETH THAT in consideration of the mutual covenants and representations
contained herein, the sufficiency of which is acknowledged by the parties hereto, the parties agree as follows:
PURCHASE AND SALE
The Vendor hereby agrees to sell, assign and transfer to the Purchaser and the Purchaser hereby agrees to
Purchase and pay for the Technology upon the terms and conditions hereinafter set forth.
PURCHASE PRICE AND PAYMENT
consideration of the Purchase and sale of the Technology the Purchaser shall pay to the Vendor the Purchase
Price of USD $2,225,000 as follows:
USD $25,000 as a non-refundable
down payment, payable upon the execution of this Agreement;
USD $75,000 on or before
February 28, 1998; and
issue to the Vendor
EIGHT MILLION FIVE HUNDRED THOUSAND (8,500,000) fully paid and
non-assessable common shares of the Purchaser at a deemed value of USD$0.25 per share (or USD
$2,125,000) for the complete interest, to be paid and transferred to t