EXHIBIT 10(i)
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
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THIS AGREEMENT made this 7th day of December, 1999 at Miami, Florida,
by and between Starting Point, L.L.C., an Illinois Limited Liability Company and
Xxxxxxx.xxx, Inc., a Delaware corporation, hereinafter collectively referred to
as "Seller" and Techlabs, Inc., a Florida corporation, hereinafter referred to
as "Purchaser" or "Techlabs".
RECITAL
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The Purchaser desires to purchase and receive from the Seller, and the
Seller desires to sell and assign to the Purchaser, all of the properties,
contracts, assets, and business as a going concern of Starting Point, L.L.C.,
other than the Excluded Assets (as defined below).
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. PURCHASE AND SALE
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Upon the terms and subject to all of the conditions in this Agreement
and the performance by each of the parties of their respective obligations, the
Purchaser agrees to purchase from the Seller and the Seller agrees to sell and
deliver to the Purchaser on the Closing Date (as hereinafter defined), those of
Starting Point, L.L.C.'s assets which are not Excluded Assets (the "Purchased
Assets"). There shall be excepted from the assets and properties of Seller sold
to Purchaser pursuant to this Agreement and from the term "Purchased Assets" the
following: the database of email addresses which currently exists and is
incorporated within the YesMail Network (the "List); any and all contracts or
agreements regarding the List; goodwill associated with the List; Seller's books
and records, accounts receivable, cash deposits on account, notes receivable,
tax deposits, trade receivables, marketable securities, and all other current
liquid assets of the Seller (collectively the "Excluded Assets").
2. PURCHASE PRICE AND RELATED MATTERS
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The Purchaser shall issue at the Closing (hereinafter define) 250,000
shares of its Rule 144 Common Stock, issued pursuant to Rule 506 of Regulation D
of the Securities Act of 1933, as amended (the "Purchase Price"). The Seller's
accounts payables and all other liabilities, through and including the Closing
date (hereinafter defined) shall remain the responsibility of Seller. At Closing
(hereinafter defined), the
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parties shall execute a hold harmless and indemnification agreement in favor of
each other for any and all claims that may arise as a result of (i) Seller's
ownership of Starting Point, L.L.C. prior to Closing in favor of Purchaser; and
(ii) Purchaser's ownership of Starting Point, L.L.C. from and after Closing in
favor of Seller. The Indemnification Agreements are attached hereto as Exhibit
"B".
(a) Piggyback Registration Rights:
(i) Notice of Registration. If Purchaser at any time proposes
to register any shares of its Common Stock under the 1933 Act whether or not for
sale for its own account, other than an offering primarily or exclusively to
employees and the registration form to be used may also be used for the
registration of the Shares (a "Piggyback Registration"), Purchaser shall at such
time notify Seller at least thirty (30) days prior to the filing of any
registration statement with respect thereto. Upon the receipt of a written
request of the Seller made within ten (10) days after such notice (which request
shall specify the number of Shares intended to be registered), Purchaser will
use its best efforts, subject to the limitations set forth below, to include in
such registration statement the number of shares sought to be registered by the
Seller. Each such request shall also contain an undertaking from the Seller to
provide all such information and material and to take all actions as may be
required in order to permit Purchaser to comply with all applicable federal and
state securities laws.
(ii) Underwriting. Notwithstanding any other provisions of
this Section 2, in the case of an underwritten public offering, if the managing
underwriter determines that market factors require limitation of the number of
shares to be underwritten, the managing underwriter may limit the number of
shares to be included in such Piggyback Registration, but to no greater
percentage than any other shareholder is limited.
(iii) Indemnification. To the extent permitted by law, the
Purchaser will indemnify Seller and each person controlling Seller within the
meaning of Section 15 of the Securities Act and each underwriter, if any, of the
Purchaser's securities, with respect to any registration, qualification or
compliance which has been effected pursuant to this Agreement, against all
expenses, claims, losses, damages or liabilities as incurred (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading or any violation of the Purchaser of any rule or regulation
promulgated under the Securities Act applicable to the Purchaser in connection
with any such registration, qualification or compliance, and the Purchaser will
reimburse Seller and each underwriter, if any, for any legal and other expenses
reasonably incurred in connection with investigation, preparing of defending
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any such claim, loss, damage, liability or action, provided that the Purchaser
will not be liable in any such case to the extent that any such claim, loss,
damage, liability or expense arises out of or is based on any untrue statement
or omission or alleged untrue statement or omission, made in reliance upon and
in conformity with written furnished to the Purchaser by the Seller or the
underwriter (specifically for inclusion in a registration statement or
prospectus) seeking information.
(b) Allocation: The parties to this Agreement have agreed that the
Purchase Price shall be allocable as follows:
Assets Amount
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Equipment and Furniture $ 500,000.00
Goodwill 500,000.00
Agreement Not To Compete 500,000.00
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TOTAL $1,500,000.00
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In the event the Purchaser shall pay to the Seller any additional
monies pursuant to this Agreement, said payment shall be considered additional
Goodwill. Each of the parties agrees to utilize such allocation in recording the
consequences of this transaction on their Federal Income Tax Returns.
(c) Purchaser may send one announcement to the List at no additional
costs to the Purchaser. Such announcement must be approved by the Seller prior
to sending same and shall be primarily to reference the Purchaser's acquisition
of the Website.
(d) Rule 144 Reporting: With a view to making available the benefits of
certain rules and regulations of the SEC which may at any time permit the sale
of the Shares to the public without registration, Purchaser agrees to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times;
(ii) file with the SEC in a timely manner all reports and
other documents required of the Purchaser under the Securities Act and the
Exchange Act at any time after it has become subject to such reporting
requirements; and
(iii) so long as Seller owns any Shares, furnish to Seller
forthwith upon request a written statement of the Purchaser as to its compliance
with the reporting requirements of said Rule 144 and of the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly report of the
Purchaser, and such other reports and documents of the Purchaser, and such other
reports and documents so filed as Seller may reasonably request in availing
itself of any rule or regulation of the SEC allowing Seller to sell any such
securities without registration.
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(e) Guaranteed Minimum Value: Purchaser hereby guarantees the value of
the Shares shall be at least One Million Five Hundred Thousand and 00/100
Dollars ($1,500,000.00) (the "Minimum Value") at the close of trading on the
date which is one (1) year from the Closing Date of this transaction (the
"Valuation Date"). If the Shares are not worth the Minimum Value at the close of
trading on the Valuation Date, then the Purchaser shall deliver to the Seller
the number of shares of Common Stock in Purchaser so that the Seller receives
the Minimum Value, as determined at the close of trading on the Valuation Date.
3. NO ASSUMPTION OF OBLIGATIONS BY PURCHASER
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(a) Except for the Assumed Agreements (as defined herein) Purchaser
will not assume and will not discharge nor be liable for any debts, liabilities,
or obligations of the Seller occurring before the Closing, including, without
limitation, any (a) liabilities or obligations of the Seller to its creditors or
stockholders as such or as creditors; (b) liabilities or obligations of the
Seller with respect to any transactions occurring before the Closing Date; (c)
sales or income tax or other liabilities or obligations of the Seller incurred
in connection with the sale of its properties, assets or business pursuant to
this Agreement, or in connection with its liquidation or dissolution; (d)
federal, state and local taxes arising out of Seller's operation of its
business; or (e) any contingent liabilities or obligations of the Seller.
Purchaser shall not be responsible for all liabilities and obligations occurring
before the Closing. The Purchaser shall not be responsible and liable for
Seller's accounts payables and other liabilities through and including the
Closing date (hereinafter defined).
(b) Subject to the terms and conditions of this Agreement, at Closing
Seller shall assign to Purchaser and Purchaser shall assume all of the Seller's
assignable rights, title and interest in and to and Seller's duties and
obligations under, the agreements, leases, contracts and commitments listed and
described on Exhibit 3 attached hereto (the "Assumed Agreements"), true and
correct copies of which have been delivered to Purchaser, to the extent such
obligations are accompanied by a correlated duty of performance or payment on
the part of the other party(s) thereto. Notwithstanding the foregoing, if the
assignment and transfer of the Assumed Agreements would cause a breach thereof
and if no required consent to such assignment and transfer has been obtained
from the third party involved, then such obligation or instrument shall not be
assigned and transferred, but Purchaser shall have the right but not the
obligation to act as agent for Seller and its successors and assigns, in order
to obtain for Purchaser the benefits under such obligation or instrument.
Notwithstanding the above, in the event an Assumed Agreement shall require the
written consent of the other party(s), the parties hereto agree to use their
best efforts to obtain said written consent of the assignment(s) after the
Closing.
4. CLOSING AND CERTAIN RELATED MATTERS
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(a) Date and Place: The Closing shall take place on or before December
8, 1999 (the "Closing" or "Closing Date") unless extended by mutual agreement of
the parties. The Closing shall take place via Federal Express through and escrow
at the offices of Seller's Attorney.
(b) Failure to Timely Close: In the event that this transaction shall
not close by the Closing Date, unless an extension is agreed to and by the
parties, then all parties shall be relieved of all obligations, commitments,
liabilities and responsibilities hereunder and this Agreement shall be deemed
null, void and of no force and effect.
(c) Instruments of Conveyance and Transfer:
At the Closing:
(i) The Seller will deliver to the Purchaser such bills of
sale, or other good and sufficient instruments of conveyance and transfer, as
shall be effective to vest in the Purchaser good, absolute, and marketable title
to Seller's Assets, other than the Excluded Assets, to the Purchaser by the
Seller, free and clear of all liens, charges and encumbrances, and restrictions;
(ii) The Seller will deliver to the Purchaser all material
contracts, agreements, commitments, and rights pertaining to the Seller's
business and other data relating to its assets, business and operations, except
its books of account and supporting records, corporate minute books and stock
transfer records of the Seller and items specifically to the Excluded Assets;
(iii) Simultaneously with such delivery, the Seller will take
all such steps as may be requisite to put the Purchaser in actual possession,
operation and control of the properties, assets and business to be transferred
hereunder; and
(iv) At the Closing, the Seller shall execute a Network
Affiliate Agreement and Assignment of Intangible Assets Agreement attached
hereto respectively as Exhibits "C" and "D".
(d) Further Assurances to Purchaser: From time to time, after the
Closing, at the request of the Purchaser, the Seller will execute and deliver to
the Purchaser such other instruments of conveyance and transfer and take such
other action as the Purchaser may reasonably require more effectively to convey,
transfer to, and vest in the Purchaser, and to put the Purchaser in possession
of, any of the properties or assets to be conveyed, transferred, and delivered
to the Purchaser hereunder.
(e) Purchaser's Deliveries: At Closing, Purchaser shall deliver to
Seller:
(a) The Purchase Price;
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(b) A certificate of good standing for Purchaser issued by the
Secretary of State of the State of Florida, dated within 30 days of the date
hereof;
(c) A certificate from the Secretary of Purchaser attesting to
the adoption of corporate resolutions by the directors of Purchaser authorizing
the consummation of this transaction and that all information contained in the
herein is complete, true and accurate and that there has been no change in the
Purchaser's information as of the date of the Closing;
(d) An executed counterpart of the Network Affiliate Agreement
which includes a license to continue the use of the List and Starting Point's
name and logo in association with the List.
(e) An opinion of counsel, reasonably acceptable to Seller, that the
Shares to be tendered as a portion of the Purchase Price are duly authorized,
validly issued, fully paid and non-assessable and unencumbered by any pledge, or
security interest of any kind.
5. REPRESENTATIONS AND WARRANTIES BY SELLER
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As a material inducement to the Purchaser to execute and perform its
obligations under this Agreement, the Seller hereby represents and warrants to
the Purchaser, as follows:
(a) Changes: Between the date of the execution of this Contract and the
Closing date, the Seller will not:
(i) Incur any obligations or liabilities, absolute, accrued,
contingent, or otherwise, except current liabilities incurred in the ordinary
course of Starting Point's Business;
(ii) Mortgage, pledge, subject to lien, charge, or
encumbrance, or grant a security interest in, any of the assets, tangible or
intangible to be sold to Purchaser hereunder;
(iii) Cancel any debt or claim or sell or transfer any of the
assets or properties, that are to be sold to Purchaser hereunder, except in the
ordinary course of Starting Point's Business;
(iv) Suffer any damage, destruction, or loss (whether or not
covered by insurance) affecting its properties, business, or prospects, or waive
any rights of substantial value; or
(v) Enter into any transaction other than in the ordinary
course of Starting Point's Business.
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(b) Title to Properties and Assets: At the Closing, the Seller will
have good and marketable title to all properties and assets being sold to the
Purchaser, pursuant to this Agreement, subject to no lease, mortgage, pledge,
lien, charge, security interest, encumbrance, or restriction whatsoever, except
as disclosed pursuant to this Agreement.
(c) No Default: The Seller is not in default in any material respect
under any of the contracts, agreements, leases, documents, or other commitments
to which it is a party or otherwise bound.
(d) Absence of Certain Changes or Events: From the date of the
execution of this Agreement to the date of Closing, there will not be any
material adverse change in, or event or condition which has a material adverse
affect on the condition (financial or otherwise) of properties, assets,
liabilities, business, or prospects of Starting Point, L.L.C.
(e) Indemnification: At Closing, the parties shall execute hold
harmless and indemnification agreements in favor of the other party in the forms
attached hereto as Exhibit "B".
(f) Litigation: To the best of Seller's knowledge there are no actions,
suits or proceedings pending or threatened against the Seller or affecting any
of its properties or rights, at law or in equity, or before any federal, state,
municipal or other governmental agency or instrumentality, domestic or foreign,
nor is the Seller aware of any facts which to its knowledge might result in any
such action, suit or proceeding. To the best of Seller's knowledge, the Seller
is not in default with respect to any order or decree of any court or of any
such governmental agency or instrumentality.
(g) Compliance with Law and Other Instruments: To the best of Seller's
knowledge, the Seller is not in violation of any term or provision of any
charter, bylaw, mortgage, indenture, contract, agreement, instrument, judgment,
decree, order, statute, rule or regulations, and the execution and delivery of
and performance and compliance with this Agreement will not result in the
violation of or be in conflict with or constitute a default under any such term
or provision or result in the creation of any mortgage, lien, encumbrance, or
charge upon any of the properties or assets of the Seller pursuant to any such
term or provision.
(h) Disclosure: No representation or warranty by the Seller in this
Agreement or in any writing attached hereto, contains or will contain any untrue
statement of material fact or omits or will omit to state any material fact (of
which the Seller has knowledge or notice) required to make the statements herein
or therein contained not misleading.
(i) Taxes: Seller has filed or will file all required Federal and State
Income Tax Returns and has paid or will pay all taxes as shown on such Returns.
The Federal
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Income Tax Returns of Seller have never been examined or audited by the Internal
Revenue Service. Adequate provision has been made for the payment of all accrued
and unpaid Federal, State or other taxes of whatever kind, whether or not yet
due and payable or whether or not disputed.
(j) Seller in Good Standing: Starting Point, L.L.C. is duly organized,
existing and in good standing under the laws of the State of Illinois.
(k) Seller's Assistance: The Seller agrees to provide assistance and
consulting services to the Purchaser for the transition of the Site. The
Purchaser shall pay all approved out of pocket expenses incurred by the Seller
pursuant to this paragraph.
6. REPRESENTATIONS AND WARRANTIES OF PURCHASER
-------------------------------------------
Purchaser represents and warrants to Seller that each of the following
statements is true and correct on the date hereof, and shall remain true and
correct through the Closing Date. Furthermore, the representations and
warranties contained in this section shall survive the Closing of this
transaction for a period of six months:
(a) Organization Authority and Good Standing. Purchaser is duly
organized, validly existing and in good standing under the laws of the State of
Florida and is duly qualified to do business and is in good standing in each
jurisdiction where the character of the properties owned or leased by it or the
nature of the business transacted by it requires that it be so qualified, except
where the failure to so qualify would not have a material adverse effect on the
business, operations or financial condition of Purchaser or its ability to
consummate the transactions contemplated herein. Purchaser has all requisite
corporate power and authority to enter into this Agreement and any of the
agreements necessary to accomplish the transactions contemplated by this
Agreement and, subject to receipt of required shareholder approval, to perform
its obligations hereunder on its part to be performed.
(b) Corporate Documents. Copies of the Articles of Incorporation (and
the Amendment(s) thereto) and Bylaws of Purchaser, certified by an appropriate
officer of Purchaser to be correct have been made available to Seller and such
documents have not been amended since the respective dates of certification
thereof.
(c) Authorization. The execution, delivery and performance of this
Agreement and the other agreements and undertakings referenced herein and the
consummation of the transactions contemplated hereby and thereby Purchaser has
been duly and validly authorized by all necessary corporate action on its part.
This Agreement and other Agreements have been duly executed and delivered by
Purchaser and assuming due authorization, execution and delivery by Seller and
the other signatories thereto constitute the valid, binding and enforceable
obligation of
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Purchaser subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and the rights of shareholders.
(d) Compliance with Law and Agreements. Purchaser is not in default
under, or in violation of, any provision of its Articles of Incorporation, or
Bylaws or in default under or in violation of any note, bond, indenture,
mortgage, deed of trust, loan agreement, material lease, or any other agreement
to which it is a party or by which it may be bound or to which any of its
properties or assets is subject other than such defaults or violations as would
not (singly or in the aggregate) have a material adverse effect on the business,
operations, or financial condition of Purchaser. Purchaser has not waived any
material right under any material contract or commitment. Purchaser is not in
violation of any order, writ, decree or injunction of any court or governmental
agency or any body having jurisdiction over it or its properties which if
enforced would have (singly or in the aggregate) a material adverse effect on
the business, operations, or financial condition of Purchaser. No investigation
or review by any governmental entity with respect to Purchaser is pending or to
the knowledge of Purchaser threatened, nor has any governmental entity indicated
to Purchaser an intention to conduct the same.
(e) Absence of Conflicts. The execution and delivery by Purchaser of
this Agreement and the other agreements referenced herein and the consummation
to the transactions herein and therein contemplated do not and will not violate
or conflict with any judgment, order, writ, decree, statute, regulation or
injunction applicable to Purchaser, or any of the properties or assets of
Purchaser or the stock of Purchaser.
(f) The Shares. The Shares to be tendered as a portion of the Purchase
Price are duly authorized, validly issued, fully paid and non-assessable and
unencumbered by any pledge, or security interest of any kind.
7. CONDITIONS PRECEDENT TO THE CLOSING BY PURCHASER
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The obligation of the Purchaser to consummate this Agreement is subject
to and conditioned upon the satisfaction, at or prior to the Closing, of each
and every of the following conditions:
(a) Compliance with Agreement: All the terms and conditions of this
Agreement to be complied with and performed by the Seller on or before the
Closing Date, including the delivery to the Purchaser of all schedules,
documents and instruments required to be delivered to Purchaser by this
Agreement, shall have been complied with and performed.
(b) Representations and Warranties: The representations and warranties
of the Seller in Paragraph 5 hereof shall be deemed to have been made again on
the Closing Date and be then true and correct, subject to any changes
contemplated by this
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Agreement. There shall have been no materially adverse change in the financial
condition of the Seller.
(c) Tax Returns: Seller warrants that the Tax Returns that was supplied
to Purchaser by Seller is true and correct and is a fair presentation of the
financial condition and results of operation of the Business.
8. AFFIRMATIVE COVENANTS OF SELLER
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Seller agrees and obligates itself to maintain in full force and effect
casualty and liability insurance of such nature and in at least such amounts as
are presently carried.
9. NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
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The representations and warranties contained in and made pursuant to
this Agreement shall be deemed to have been made again at Closing. All
representations and warranties contained in this Agreement shall survive the
Closing for a period of six (6) months.
10. COVENANT NOT TO COMPETE
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For a period of one (1) year following the Closing Date, Seller shall
not invest in or develop for its own use, an Internet directory/portal site or
like web site which is substantially similar to or a competitor of xxxx.xxx.
Notwithstanding the foregoing and by way of illustration and not in limitation,
Seller may:
(ii Continue to own and operate the site xxxxxxxx.xxx.
(ii Provide marketing services to Internet directory/portal sites
or like web sites which are substantially similar to or a
competitor of xxxx.xxx (as well as any other marketer) for
Seller's standard and customary fee.
Neither party shall release or disclose, to an unauthorized third
party, any proprietary or confidential information or trade secret, pertaining
to Seller and/or Purchaser and their respective business methods, practices or
affairs. The Seller has carefully read and considered the provisions of this
Paragraph 10 and, having done so, agrees that the restrictions set forth herein
are fair and reasonably required for the protection of the interests of
Purchaser and its Officers, Directors and Stockholders.
11. SEVERABILITY
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The invalidity of any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall not affect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the
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words, phrases, sentence or sentences, clause or clauses, section or sections,
or subsection or subsections had not been inserted.
12. EXPENSES
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Each of the parties shall bear all of their own expenses incurred in
connection with this Agreement and in the consummation of the transactions
contemplated hereby and in preparation hereof.
13. AMENDMENT AND WAIVER
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This Agreement may not be amended or modified at any time nor any
provision waived unless executed by the Purchaser and the Seller, or either of
them in the case of a waiver.
14. NOTICES
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Any notices or other communications required or permitted hereunder
shall be sufficiently given if delivered personally or sent by overnight,
registered or certified mail, postage prepaid, addressed
to the Seller at: Xxxxxxx.xxx, Inc.
c/o Xxxxx Xxxxxx, Secretary
000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
with a copy to: Xxxxxx X. Xxxxxxx, Esquire
22nd Floor IBM Plaza
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
and to the Purchaser at: Techlabs, Inc.
c/o Xxxxxx X. Xxxxx, Chairman
0000 Xxxx Xxxxx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
with a copy to: Xxxxx X. Xxxxxxxxx, Esquire
Xxxxxxxxx & Xxxxxxxxx, P.A.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
or at such other address(es) as shall be furnished in writing by any party to
the other, and shall be deemed to have been given as of the date so delivered or
deposited in the United States mail postage paid, as the case may be.
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15. PRESS RELEASES
--------------
Purchaser shall not issue any press releases or other public relations
announcement of this purchase and sale agreement or of the Closing of this
transaction without the prior written consent of Seller as to the content and
timing of such release or announcement. Seller is under no duty to ever issue
any press release pertaining to this transaction. This provision shall survive
the Closing of this transaction.
16. SECTIONS AND OTHER HEADINGS
---------------------------
Sections, paragraphs, and other headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
17. COUNTERPART EXECUTION
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This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
but one and the same instrument.
18. GENDER
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All personal pronouns used in this Agreement shall include the other
genders whether used in the masculine, feminine or neuter gender, and the
singular shall include the plural whenever and as often as may be appropriate.
19. PARTIES IN INTEREST
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All the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of, and be enforceable by, the Seller and the Purchaser
and their successors and assigns. Notwithstanding the above, the Purchaser shall
be allowed to assign this Agreement to a Florida corporation to be formed, which
shall be a subsidiary of the Purchaser.
20. INTEGRATED AGREEMENT
--------------------
This Agreement and the agreements attached as Exhibits hereto,
constitute the entire agreement between the parties hereto, and there are no
agreements, understandings, restrictions, warranties, or representations between
the parties other than those set forth herein or for which provisions have been
made herein.
21. ATTORNEY'S FEES
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In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and
costs from the non-prevailing party.
22. LITIGATION
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In the event of any litigation arising out of or related to this
Agreement and the consummation of the transactions contemplated hereby, venue
shall be proper only in Broward County, Florida.
23. TIME OF ESSENCE
---------------
Wherever time is specified for the doing or performance of any act,
time shall be considered of the essence.
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IN WITNESS WHEREOF, the Parties have set their hands and seals on the
day and month above-written.
AS TO SELLER: Starting Point, L.L.C.,
an Illinois Limited Liability Company
By:____________________________
Xxxxx Xxxxxx, Manager
Xxxxxxx.xxx, Inc.,
a Delaware corporation
By:____________________________
_____________, _______
AS TO PURCHASER: Techlabs, Inc.,
a Florida corporation
By:____________________________
Xxxxxx X. Xxxxx, Chairman
Attest:________________________
Xxxxxx X. Xxxxx, Secretary
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