EXHIBIT 2.1
AGREEMENT FOR SALE AND PURCHASE OF ASSETS
This agreement for the sale and purchase of assets (herein "Agreement")
is made and entered this 23rd day of February, 2004, by and between XXXXXX
XXXXXX XXXXX, an individual as her separate property (herein "Seller"), and
PRACTICEXPERT OF TEXAS, INC., a Texas business corporation ("Buyer").
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, substantially all of the assets owned and/or utilized in Seller's
business known as Singer MedScript (the "Business") presently located at 0000
Xxxxxxxx Xxxx Xxxxx, Xxx. 000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000, upon the
terms and subject to the conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained herein and upon the terms and
subject to the conditions hereinafter set forth, the parties do hereby agree as
follows:
ARTICLE I
PURCHASE AND SALE OF ASSETS
1.1 PURCHASE AND SALE. Seller shall sell, convey, transfer, assign and
deliver to Buyer, and Buyer shall purchase and accept from Seller, at the
Closing (as such term is defined in Section 3.1 hereof), all of Seller's right,
title and interest in and to the following assets (collectively, the "Purchased
Assets"), free and clear of any and all options, pledges, mortgages, security
interests, liens, charges, conditional sale agreements and encumbrances except
those which are expressly permitted by Buyer and are set forth and described in
SCHEDULE 1.1 attached hereto:
(a) all equipment, machines, tools, fixtures, furniture,
leasehold improvements, supplies, computer hardware and software and
other tangible personal property described on EXHIBIT A;
(b) the customer accounts reflected on the attached EXHIBIT B
("Customer List");
(c) all inventories, including raw materials, supplies and
work-in-process (uninvoiced) as of Closing;
(d) all prepaid expenses and security deposits connected with
the Seller's business as of Closing;
(e) all transferable governmental or regulatory permits and
licenses incident to the operation of Seller's business;
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(f) all of Seller's right, title and interest in contracts,
appointments or understandings held with respect to above referenced
client/customer accounts as of Closing;
(g) all other intangible assets owned or held or licensed for
use by Seller, including, without limitation, the trade secrets,
know-how, processes, trade or service marks and copyrighted materials,
proprietary or technical information (including software programs),
customer files or lists, business telephone numbers and listings;
marketing materials and arrangements; and web sites/e-mail addresses or
URL's used in connection with the Business; and,
(h) all files, documents, books and records (or copies
thereof) pertaining to the Purchased Assets listed in clauses (i)
through (vii) (excluding records pertaining to the tax records of
Seller as an individual).
1.2 ASSUMED LIABILITIES AND OBLIGATIONS. Buyer shall assume and be
liable for the payment, performance or discharge, after the Closing Date, of
only those liabilities and obligations of Seller set forth and described in
SCHEDULE 1.2 (the "Assumed Obligations"); provided, however, that Buyer shall
not assume or be liable for the payment, performance or discharge of any
liability or obligation of Seller for default or nonperformance of any other
liabilities or obligations arising prior to the Closing Date. Buyer shall, in no
event, be liable for the payment, performance or discharge of any claims, debts
or liabilities not expressly assumed hereunder, including, but in no way limited
to, i) all taxes accrued or assessed against the Business or Seller; ii) accrued
employee benefits or withholding obligations; iii) claims, suits or causes of
action arising out of the conduct of the Business prior to the Closing Date;
and, iv) any obligations or liabilities of Seller arising in connection with
negotiation of this Agreement or the transactions contemplated hereby.
1.3 MATTERS EXPRESSLY RETAINED & EXCLUDED. Specifically retained by
Seller and excluded from the sale, purchase and conveyance are those liabilities
and obligations accruing to or arising out of operations prior to the Closing
Date, except those expressly assumed, if any; Seller's cash-in-banks and/or
notes receivable; accounts receivable and accounts payable arising or accruing
to the Business on or before the day before Closing; any Seller
investment/retirement accounts; and, those vehicles or equipment shown as
"excluded" on the aforereferenced Exhibit "A".
1.4 ALLOCATION. As to the Purchased Assets, the parties hereby agree
and deem to be reasonable and binding for all tax purposes, the following
allocation of the Purchase Price:
Furniture, Fixtures & Equipment $ 30,000
Good Will/No Compete Covenant $267,000
Inventory/Supplies $ 3,000
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ARTICLE II
PURCHASE PRICE
2.1 PURCHASE PRICE FOR ASSETS. Upon the terms and subject to the
conditions set forth in this Agreement and in consideration for the conveyance,
and sale of the Purchased Assets, as of the Closing date hereof, Buyer shall pay
to Seller a purchase price consideration of $300,000.00 (the "Purchase Price"),
payable as follows:
(a) At Closing, Buyer shall deliver a cashier's check or wire
transfer to Escrow Agent for the cash portion of Purchase Price
($150,000.00).
(b) At Closing Buyer shall execute and deliver to Seller on
certain purchase money promissory note in the amount of $150,000.00,
said note bearing simple interest of eight percent (8.00%) per annum,
bearing payable in thirty-six (36) monthly installments of principal
and interest beginning one month after Closing., and being secured by a
Security Agreement covering the Purchase Assets. The seller shall
retain purchase money security interest in all assets referenced in the
contract until all obligations of buyer are satisfied and the note is
discharged. and,
(c) At Closing, Buyer shall also deliver a check for Buyer's
portion of the closing costs.
2.2 ADDITIONAL CONSIDERATION. Seller agrees, at Closing, to enter into
an employment agreement with Buyer, incorporated herein as Exhibit C and
containing such terms as the parties shall mutually agree upon.
2.3 ADJUSTMENTS. All personal property taxes affecting the Business,
the current months premises rent (if not closed on the last/first day of the
month), accrued employee benefits, any transferred insurance policies and like
continuing obligations (such as Yellow Pages) shall be prorated to the Closing
Date. At Closing Buyer shall reimburse Seller for any xxxxx cash, prepaids
expenses or deposits transferred to Buyer.
2.4 ACCOUNTS RECEIVABLE. All invoiced accounts receivable as of the
Closing Date are EXCLUDED from the herein transaction and remain the property of
Seller. As a material inducement for Seller to enter into and complete this
transaction, Buyer will use customary diligence (excludes litigation) in
collecting and/or receiving payment of Seller's retained accounts receivable and
will immediately (not less than weekly) remit all payments so received to
Seller. In this regard, Buyer will make its receipts records available to Seller
during this period of collection.
ARTICLE III
CLOSING
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3.1 CLOSING; CLOSING DATE. The closing of the purchase and sale of the
Purchased Assets pursuant to this Agreement (the "Closing" or "Closing Date")
shall take place at the offices of Commercial Escrow Company ("Escrow Agent"),
0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, on or before March 1,
2004, which "Closing Date" may be extended by mutual agreement of the parties.
3.2 CONTINGENCIES OR CONDITIONS PRECEDENT TO CLOSING. Notwithstanding
anything herein to the contrary, this Agreement in its entirety and Closing
shall be contingent upon:
(a) The Buyer, prior to Closing, shall execute an addendum to
the lease for the existing Business premises for a term whereby the
financial responsibility for fulfillment of tenant obligations, both
financial and otherwise, shall become those of the Buyer.
(b) Buyer or Buyer's professional representative being
immediately supplied with (copies or access) Seller's Business
financial and/or operating records from the year 2003, with Buyer
having at least ten (10) business days to examine and evaluate the same
and, Buyer being satisfied that said records support Seller's
representations of accuracy and correctness regarding the same;
(c) Buyer being provided all underlying information supporting
the Exhibits, Schedules and other informational requirements contained
herein;
(d) Prior to Closing, Buyer, with Seller's assistance,
reaching a satisfactory employment agreement with Seller serving in
such capacity and in accordance with such terms and conditions as may
be mutually agreed to.
3.3 DELIVERIES AT CLOSING. At the Closing:
(a) Seller shall deliver to Buyer:
(i) A Xxxx of Sale for the Purchased Asset and any
necessary assignment of any other items being transferred in
connection herewith;
(ii) A Lease Assignment for the current Business
premises;
(iii) A employment agreement for the post closing
engagement of Seller as referenced in paragraph 2.2 above;
(iv) Such other documents and instruments as may be
necessary to implement this transaction and/or are reasonably
required by Buyer.
(b) Buyer shall deliver to Seller:
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(i) The balance of purchase money due at Closing by
cashier's check or wire transfer to the herein Escrow Agent;
(ii) A promissory note as called for by paragraph
2.1(c) and incorporated herein as Exhibit D
(iii) Any assumption of liability for the items
listed on Schedule 1.2 (Assumed Obligations);
(iv) Such other documents and instruments as are
reasonably required by Seller.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES SELLER
Seller hereby represents and warrants to Buyer that:
4.1 AUTHORITY RELATIVE TO THIS AGREEMENT. Seller has the requisite
legal capacity and authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of this transaction and all matters collateral hereto have been
approved by any necessary consenting person or authority, and no other actions
on the part of the Seller are necessary to authorize this Agreement and the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by Seller and, assuming this Agreement constitutes a valid and binding
obligation of Buyer, is a valid and binding obligation of Seller in accordance
with its terms, except to the extent that enforcement of this Agreement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws of general application relating to or
affecting the enforcement of the rights of creditors or by equitable principles.
4.2 FINANCIAL STATEMENTS. Seller has previously delivered to Buyer the
unaudited financial records of Seller as of the dates indicated therein and the
same have been prepared from, and are in accordance with, the books and records
of Seller and present fairly the financial position and results of operations of
the Seller/Business as of the dates or for the periods indicated, in each case
in accordance with generally accepted accounting principles consistently applied
during such periods.
4.3 ABSENCE OF UNDISCLOSED LIABILITIES. Except as and to the extent
reflected herein, Seller does not have any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise and whether due or to
become due, including without limitation, liabilities as guarantor or otherwise
with respect to obligations of others or liabilities for taxes) which were not
disclosed to Buyer.
4.4 LITIGATION. There are no actions, suits, proceedings or
investigations pending against Seller or, to the best of Seller's knowledge and
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belief, threatened against Seller, at law or in equity, before or by any court
or any federal, state, municipal or other governmental department, commission,
board, bureau, agency or instrumentality, and Seller is not subject to any
continuing order, writ, injunction or decree issued by any of the foregoing.
4.5 NO CONFLICTS. The execution and delivery of this Agreement by
Seller and the consummation of the transactions contemplated hereby by Seller
will not, to the best of Seller's knowledge and belief, violate or result in a
breach of or constitute a default under, or constitute an event which with
notice or lapse of time, or both, would become a default under, or result in the
creation of any encumbrance upon any of the Purchased Assets under, or give rise
to a right of termination or acceleration under, any indenture, mortgage, lease,
license, permit, contract, plan, policy of insurance or other agreement or any
law, rule, regulation, order, writ, injunction or decree to which Seller or any
of its properties is bound or affected.
4.6 CONTRACTS; COMPLIANCE. Seller is not in default under or in
violation of any such indenture, mortgage, lease, license, permit, contract,
policy of insurance or other agreement.
4.7 TAXES. Seller has filed all federal tax returns and reports and all
other state, local and foreign tax returns and reports required to be filed by
it and has paid and discharge all federal, state, local an foreign taxes, plus
penalties and assessments, levied or imposed upon it or its income, profits,
properties or assets. No extensions of time for assessments of deficiencies for
any year are in effect. Neither the Internal Revenue Service nor any other
taxing authority is now asserting or threatening to assert against Seller any
deficiency or claim for additional taxes or interest thereon or penalties in
connection therewith.
4.8 COPYRIGHTS AND TRADE NAMES. All patents, trade names, trademarks,
service marks, copyrights, applications for any of the foregoing, common law
trademarks and rights under any of the foregoing which have been used by Seller
have or would require the consent of any other person and the same are freely
transferable and are owned exclusively by Seller free and clear of any
Encumbrances.
4.9 BROKERAGE OR FINDERS FEES. Seller hereby discloses and agrees to be
solely responsible for brokerage fees due to Xxxxxxx Associates, Inc. with
respect to the herein transaction, by separate agreement. Buyer represents that
no brokers or finders have been engaged with respect to this transaction and
agrees to hold Seller harmless from and against the claims of any such parties.
4.10 ABSENCE OF CERTAIN CHANGES OR EVENTS. Seller has no knowledge of
any pending or foreseeable circumstances or events which would have an adverse
impact on the future operation of the Business, provided that Seller, in no way,
makes any representations as to the future profitability of the Business. At all
times during the negotiation hereof, Seller has conducted its business only in
the ordinary course and there has not been:
(a) any material change in the properties, assets,
liabilities, prospects, condition, financial or otherwise business or
operations of Seller, which change, by itself or in conjunction with
all other such changes, whether or not arising in the ordinary course
of business, has been or is likely to be adverse with respect to
Seller;
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(b) any payment, transaction or contract made or entered into
by Seller other than payments, transactions or contracts in the
ordinary course of business;
(c) any damage, destruction or loss, whether or not covered by
insurance, affecting Seller's properties, assets or business; or,
(d) any change of ownership of the Business.
4.11 CONDITION OF PROPERTY.
(a) Seller has good and marketable title to all of the
Purchased Assets and none of such property or assets is subject to any
Encumbrance, except as specifically disclosed herein or as discharged
at Closing.
(b) All equipment, machinery, tools, fixtures, furniture,
leasehold improvements, supplies, computer hardware and other tangible
property of Seller are in good repair and are in good working order,
normal wear and tear excepted, and the Business premises is in
compliance with all laws or ordinances necessary to the continue use of
same for the Business.
4.12 TRADE SECRETS AND CUSTOMERS LISTS. The parties hereby mutually
agree that between the execution hereof and Closing or other termination hereof,
no publication nor disclosure of the terms of this Agreement nor of Seller's
operating information shall be made to others except the party's professional;
representatives, the same intended to strictly confidential to the herein
parties.
4.13 COMPLIANCE WITH LAWS. To the best of Seller's knowledge and
belief, Seller is not in violation of any law, rule, ordinance or regulation
(environmental of otherwise), relating to the operation of its Business (or
premises).
4.14 WARRANTY OR OTHER CLAIMS. There are no existing or, to the best of
Seller's knowledge and belief, threatened claims against Seller for services or
products which are defective or fail to meet any service or product warranties,
nor any facts which, if discovered by a third party, would support such a claim,
save and except as recited in 4.4 above.
4.15 COPIES OF DOCUMENTS. Seller has or will have, pursuant to the
terms hereof, made available for inspection and copying by Buyer and its
representative true and correct copies of all documents referred to in this
Article IV or in the Schedules delivered to Buyer pursuant to this Agreement.
4.16 MARKETING. During the term of this Agreement and any extensions
hereof, and for so long as Buyer is not in material breach of its obligations
hereunder, Seller shall not market, solicit or entertain other offers for the
purchase of the Business.
AGREEMENT - Page 7 OF 12
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:
5.1 ORGANIZATION AND QUALIFICATION. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Texas.
5.2 ARTICLES OF INCORPORATION AND BYLAWS. All evidence of Buyer's
Articles of Incorporation and of the Bylaws of Buyer, heretofore or hereafter
provided to Seller, if any, are true and complete and have not been amended,
modified or rescinded.
5.3 AUTHORITY RELATIVE TO THIS AGREEMENT. Buyer has the requisite
corporate power and authority to enter into this Agreement and to perform its
obligations hereunder. The execution and delivery of this Agreement and the
consummation of this transaction and all matters collateral hereto have been
approved by Buyer's Board of Directors and Shareholders, and no other corporate
proceedings on the part of the Buyer are necessary to authorize this Agreement
and the transactions contemplated hereby. This Agreement has been duly executed
and delivered by Buyer and, assuming this Agreement constitutes a valid and
binding obligation of Seller, is a valid and binding obligation of Buyer in
accordance with its terms, except to the extent that enforcement of this
Agreement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws of general application
relating to or affecting the enforcement of the rights of creditors or by
equitable principles.
5.4 NO CONFLICTS. The execution and delivery of this Agreement by Buyer
does not, and the consummation of the transactions contemplated hereby by Buyer
will not, (i) violate or conflict with the Articles of Incorporation or Bylaws
of Buyer or, (ii) violate or result in a breach of or constitute a default
under, or constitute an event which with notice or lapse off time, or both,
would become a default under, or result in the creation of any encumbrance upon
any of its assets under, or give rise to a mortgage, lease, license, permit,
contract, plan, policy or insurance or other agreement or any law, rule,
regulation, order, writ, injunction or decree to which Buyer is a party or by
which Buyer or any of its principals is bound or affected.
ARTICLE VI
COVENANTS OF SELLER
6.1 FURTHER ASSURANCES. From and after the Closing Date, Seller shall
take all such further action as may be reasonably requested by Buyer in order to
effectuate or evidence the consummation of the transactions contemplated by this
Agreement, including, but not limited to, assisting in the transition from
Seller to Buyer with respect to the ownership and operation of the Business and
AGREEMENT - Page 8 OF 12
assets transferred pursuant to this Agreement. If at any time after the Closing
Date, Buyer shall reasonably determine that any further conveyance, assignment
of other document, or any further action, is necessary or desirable to vest in
it full title to the Purchased Assets, Seller shall execute and deliver all such
instruments and take all such action as Buyer may deem to be necessary or
desirable in order to vest in and confirm to it title to and possession of the
Purchased Assets, and otherwise to carry out the purpose of this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 INDEMNIFICATION.
(a) Indemnification by Seller. From and after the Closing Date, Seller
shall indemnify and hold Buyer, its successors or assigns, harmless from and
against any and all claims, liabilities, losses, damages (including, without
limitation, amounts paid in settlement), costs and expenses (including, without
limitation, court costs and reasonable attorneys' and accountants' fees) and any
interest or penalties in connection therewith (hereinafter "Losses") actually
suffered or incurred by Buyer (i) arising out of or resulting from or in
connection with the conduct of the business of Seller prior to the Closing Date
(except for the Assumed Obligations), (ii) arising out of or resulting from any
breach of any representation or warranty by Seller contained in this Agreement,
or (iii) arising out of or resulting from a breach of any other covenant or
agreement by Seller collateral to this Agreement.
(b) INDEMNIFICATION BY BUYER. From and after the Closing Date, Buyer
shall indemnify and hold Seller, its directors, officers and shareholders and
any affiliate, successor or assignee of any of the foregoing, harmless from and
against any and all claims, liabilities, losses, damages (including, without
limitation, amounts paid in settlement), costs and expenses (including, without
limitation, court costs and reasonable attorneys' and accountants' fees) and any
interest or penalties in connection therewith actually suffered or incurred by
Seller (i) arising out of or resulting from or in connection with the conduct of
the Business of Buyer after the Closing Date (specifically excepting the
Retained or Excluded Obligations), (ii) arising out of or resulting from any
breach of any representation or warranty by Buyer contained in this Agreement,
or (iii) arising out of or resulting from a breach of any other covenant or
agreement by Buyer collateral to this Agreement, (iv) arising out of or
resulting from any breach or non-performance by Buyer under any assumed
contract, lease or agreement.
(c) CLAIMS PROCEDURES. An indemnified party shall promptly give the
other party written notice of any matter which the indemnified party has
determined has given or could give rise to a right of indemnification under this
Agreement, stating the amount of the loss, if known, and the method of
computation thereof, all with reasonable particularity and containing a
reference to the provisions of this Agreement in respect of which such right of
indemnification is claimed.
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The noticed part shall have a period of thirty (30) days after the date of an
indemnified party's notice to cure the matter giving rise to the right of
indemnification under this Agreement. In the event said party is unsuccessful in
completely curing the matter giving rise to the right of indemnification, the
noticed party shall be liable for the payment of any amount to be indemnified
hereunder and shall pay such amount not more than five (5) days after the end of
the thirty (30) day cure period.
7.2 EXPENSES. Except as may otherwise be agreed herein, each party
shall bear one half of the expenses incurred for this Agreement and the Closing
costs. Any separate costs of professional representation/services in connection
herewith shall be born by the party incurring the same.
7.3 NOTICES. Any notice, request, instruction or other document to be
given under this Agreement after the date hereof by any party hereto to any
other party shall be in writing and shall be delivered personally or sent by
registered or certified mail, postage prepaid, to the addresses shown on the
signature page of this Agreement, or to such other address or person as any
party may designate by written notice to the others.
7.4 EXTENSIONS AND WAIVERS. Either Buyer or Seller may, by written
instrument, extend the time for the performance of any of the obligations or
other acts of the other party hereto, and (i) waive any inaccuracies of such
other party in the representations and warranties contained herein or in any
document delivered pursuant to this Agreement, (ii) waive compliance with any of
the covenants of such other party contained in this Agreement and (iii) waive
such other party's performance of any of the obligations set out in this
Agreement.
7.5 CONFIDENTIALITY. Due to the nature of the subject Business,
employee, client and related concerns, the parties mutually agree to handle the
terms of this Agreement in the strictest confidence without publication, except
to their respective professional assistants. Further, no unauthorized (only by
mutual agreement) contact with employees or clients shall be made prior to
Closing.
7.6 GOVERNING LAW & VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas (without giving
effect to the choice of law provisions thereof) and venue for any actions
hereunder shall be in Dallas County, Texas.
7.7 ATTORNEYS' FEES. In the event attorneys' fees or other costs are
incurred to secure performance of any of the obligations herein provided for, or
to establish damages for the breach thereof, or to obtain any other appropriate
relief, whether by way of prosecution or defense, the prevailing party shall be
entitled to recover reasonable attorneys' fees and costs incurred therein.
7.8 SUCCESSORS AND ASSIGNS. All covenants and agreements contained in
the Agreement by or on behalf of the parties hereto will expressly survive the
Closing hereon and bind or inure to the benefit of the respective personal
representatives, successors and assigns of such parties. With respect to
assignment, Buyer shall have the right to assign its interest herein to another
entity provided that the herein Buyer remains personally liable for the herein
Buyer obligations.
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7.9 ENTIRETY. All statements contained in this Agreement, any Schedule,
Exhibit, Instrument or other writing attached hereto or delivered pursuant
hereto shall constitute the entire agreement of the parties and be binding upon
them. Should any provision of any such writing be adjudged unenforceable by a
court of law, the validity and enforceability of all remaining provisions shall
not be affected thereby.
7.10 NOTICE. THIS IS INTENDED TO BE A FINAL AND BINDING CONTRACT
BETWEEN THE PARTIES HERETO. THE PARTIES ARE RESPONSIBLE FOR BEING SATISFIED THAT
THE CONTENT HEREOF IS IN KEEPING WITH THEIR LETTER OF INTENT AND OTHER
UNDERSTANDINGS. ACCORDINGLY, THE PARTIES ARE EXPRESSLY ADVISED TO SEEK SUCH
PROFESSIONAL ASSISTANCE AS THEY DEEM NECESSARY TO UNDERSTAND THE LEGAL AND TAX
CONSEQUENCES OF THE PROVISIONS HEREOF.
7.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts for the convenience of the parties hereto, all of which shall,
taken together, constitute one and the same binding instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
SELLER: BUYER:
PracticeXpert of Texas, Inc.
BY: /S/ XXXXXX XXXXXX XXXXX BY: /S/ XXXXXXXX DOCTOR
----------------------------------- --------------------------------
Xxxxxx Xxxxxx Xxxxx Xxxxxxxx Doctor, President
NOTICE ADDRESS: NOTICE ADDRESS:
0000 Xxxxxxxx Xxxx Xxxxx, #000 0000 Xxxxxxxx Xxxx., #000
Xxxxxxx, Xxxxx 00000 Xxxxxx Xxxx, Xxxxxxxxxx 00000
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SCHEDULE 1.1
PERMITTED ENCUMBRANCES
Seller shall maintain a security interest in the following items until the
promissory note, executed at a date even herewith and as part of this agreement,
is full discharged.
1.) All equipment, machines, tools, fixtures, furniture, leasehold
improvements, supplies, computer hardware and software and other
tangible personal property described on EXHIBIT A;
2.) the customer accounts reflected on the attached EXHIBIT B ("Customer
List").
SCHEDULE 1.2
ASSUMED OBLIGATIONS
1.) Facility Lease for office space
2.) Copier Lease
3.) Software License Agreement
AGREEMENT - Page 12 OF 12
