Exhibit 2.1
RESTATED ASSET PURCHASE AGREEMENT
THIS RESTATED ASSET PURCHASE AGREEMENT (this "Agreement") is executed on
September , 1998 but made effective as of the 1st day of October, 1997, by
and between Beneficial Assistance, Inc., a Maryland corporation, Xxxxxx
Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxxx (collectively referred to as
"Seller") and Imtek Services Corporation ("Buyer").
RECITALS
WHEREAS, the parties entered into an Asset Purchase Agreement dated
October 1, 1997 which did not accurately reflect the intentions of the
parties (the "October Agreement");
WHEREAS, the parties now desire to enter into this Restated Asset
Purchase Agreement in order to accurately memorialize the intentions of the
parties with respect to the transactions contained herein, which shall
supercede the October Agreement;
WHEREAS, this Agreement accurately reflects Buyer's desire to acquire
certain assets of Beneficial Assistance, Inc. set forth on Exhibit A,
attached hereto and incorporated herein by reference, in exchange for the
consideration provided herein; and
WHEREAS, the parties desire this Agreement to be effective as of October
1, 1997;
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and representations contains herein, the receipt and sufficiency
of which the parties hereby acknowledge, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 Purchased Assets. Seller agrees to sell to Buyer, and Buyer
agrees to buy from Seller all of Seller's rights, title and interest in the
assets shown in Exhibit A, attached hereto and made a part of this Agreement
(the "Purchased Assets")
1.2 Payment for Purchased Assets. At Closing, Buyer agrees to pay to
Seller the sum of One Hundred-Seventy Thousand Dollars ($170,000.00) for the
Purchased Assets.
1.3 Closing Date. The Closing Date shall be October 1, 1997.
ARTICLE II
SELLER REPRESENTATIONS and WARRANTIES
2.1 Authority to Sell. Seller is duly and legally authorized to enter
into this Agreement and sell the Purchased Assets to Buyer.
2.2 Assets. Seller has good and marketable title to the Purchased
Assets and such Purchased Assets are free and clear of any liens, claims and
encumbrances.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 Non-Compete. In consideration of Thirty Thousand Dollars
($30,000.00), Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxxxx each agree not
to compete with the business of Buyer. The term "not to compete" with the
business of the Buyer shall mean that Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxx
Xxxxxxxx shall not directly or indirectly, or in any capacity, on behalf of
themselves or on behalf of any other firm, engage or compete in a business
substantially similar or competitive to the business of the Company for a
period of four years from the date of this Agreement.
3.2 Promissory Note. The amounts payable hereunder shall be paid
pursuant to a one-year installment note in the aggregate principal amount of
$240,000, bearing interest compounded annually at a rate of 8%.
3.3 Governing Law. The parties agree that this Agreement shall be
construed, and the rights and obligations of the parties under the Agreement
shall be determined in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and sealed as of the day and year first written above.
BUYER SELLER
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxx
Imtek Services Corporation Beneficial Assistance, Inc.
Xxxxx X. Xxxxxx - Vice President Xxxxxx Xxxxxx - President
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
