EX-10.9
PURCHASE AGREEMENT
------------------
AGREEMENT (the "Agreement") dated the 31st day of October 1995 by and
among Rainbow Coffee Service Inc., d/b/a Rainbow Water Service a corporation
existing under the laws of the State of New York, (hereinafter referred to as
"Rainbow") and Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx collectively referred as the
Sellers, and the Puro Corporation of America, a New York Corporation (referred
to as "Puro"), the Purchaser.
WITNESSETH
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WHEREAS, Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx are the original and
controlling shareholders of Rainbow and hold a total of one hundred (100)
shares of the Common Stock, representing one hundred percent of all such
voting and non voting shares issued and outstanding, are desirous to sell
selected assets owned by Rainbow to Puro and Puro assuming selected
liabilities of Rainbow.
1. PURCHASE PRICE:
The purchase price to be paid to the Sellers by the Purchaser for selected
assets of Rainbow shall be THREE HUNDRED FORTY FOUR THOUSAND DOLLARS ($344,000)
which is derived, based and calculated upon the following representations:
(a) The sellers have represented that the most recent twelve month
revenues from cooler rentals (800 accts) by Rainbow to be approximately Seventy
Eight Thousand Dollars ($78,000). Attached hereto as Exhibit 1.
(b) The revenue received during the same twelve month period from water
sales and annual equipment sales and service to be approximately One
Hundred Sixty two Thousand Dollars ($162,000). Attached hereto as Exhibit 2.
(c) The Sellers shall also convey to the Purchaser all operating assets of
Rainbows, including, but not necessarily limited to customer lists, rental
agreements, supply agreements, files, records, telephone numbers, advertising
and non compete agreements, furniture and fixtures, coolers, bottles, crates,
racks, contracts, computer programs, trade and assumed names, inventory, leases
and one GMC/ISUZU Box Truck being presently leased.
The Purchase shall assume the lease on the GMC/ISUZU Box Truck which has an
approximate payment of Four Hundred Eighty Five Dollars ($485.00) per month.
2. PAYMENT OF ASSETS:
The purchase money that may be due and owing for the purchase of the assets
of Rainbow determined pursuant to paragraph 1, shall be paid to Rainbow as
follows:
(a) At the date of closing, by certified check, payable to Rainbow or
whomever else the Seller designates in writing on or before the date of closing,
the sum of One Hundred Seventy Two Thousand Dollars ($172,000).
(b) The giving of a note by the Purchaser in the face amount of One
Hundred Seventy Two Thousand Dollars ($172,000), payable over thirty nine months
as follows: Interest only
at the rate of nine percent (9%), payable monthly, for three months. Then equal
monthly installments of interest (9%) and principal, in the amount of Five
Thousand Four Hundred Ninety Six Dollars and Fifty Seven Cents ($5,496.57) over
the next thirty six (36) months when said note shall be paid in full. The
amount due the Seller on the note under this subparagraph "b", shall be adjusted
on percentage basis in accordance with the yearly gross increase or decrease in
the Purchasers gross revenues received from the items listed under paragraph 1.,
sub-division "a and b" of this agreement, for the year ending October 31, 1996.
Said amount to be deducted from the balance one year from the date of this
agreement, or added two years from date of this agreement.
3. REPRESENTATIONS OF THE PURCHASER:
(a) Purchaser will assume and pay from the execution of this agreement the
monthly payments due for the leasing of the GMC/ISUZU Box Truck.
(b) Assume all accounts receivables up to sixty days old and all accounts
payable, a list of which shall be attached hereto. Accounts Payable shall be
first deducted from the accounts receivable and if there is a positive accounts
receivable balance, said money shall be paid over to the Seller within ten days
of receipt of the money. If there should be a negative balance deducting the
accounts payable from the receivables, said minus monies shall be
deducted from current payments.
(c) Purchaser shall assume all cooler contracts between Rainbow and its
customers. A list of cooler contracts being assumed is attached hereto.
(d) Purchaser shall fully comply with its obligations under the New York
State Bulk Assets Sales Law.
(e) Purchaser represents that it has full power and legal right to
execute, deliver and perform this agreement. The execution, delivery and
performance of this agreement will not contravene any provision of the
certificate of incorporation or by-laws of the Purchaser.
4. REPRESENTATIONS OF THE SELLERS:
(a) The Sellers represent that Rainbow's Federal, State and Local taxes
have been or will be filed and paid. If for any reason a tax audit is made of
Rainbow, and a claim for past taxes is made to the Purchaser, any money paid
pursuant to these claims shall be deducted from the money due and owing Sellers
in accordance with paragraph 1 of this agreement. In the event of a tax audit,
Puro must notify the Sellers in accordance with paragraph 10 herein.
(b) Sellers further represent that they will fully comply with New York
State's Bulk Sales Law and cooperate with the Purchasers in the compliance of
Bulk Sales Law. Any failure to comply or cooperate by the Sellers which results
in a claim against the Purchaser, shall be offset against any money due and
owing under this agreement.
(c) Sellers agree to present the following lists which shall be attached
to this agreement and be considered a part thereof. Contract Cooler Rental
Customers, Accounts Receivable of less than sixty days, Accounts Payable, Assets
being transferred to Purchaser, Office Equipment, Telephone Numbers used by the
Sellers.
5. ACCOUNTS RECEIVABLE:
Purchaser agrees to assume the Sellers accounts receivables and use same as
a set off against the accounts payable of the Sellers which are also being
assumed under this agreement. In the event there is a credit balance for the
accounts receivable, the Purchaser agrees to pay over said excess money to the
Sellers within ten days of receipt of same. If there be a minus balance however
between the accounts receivable and accounts payable, this money shall be
deducted from current payments.
6. RESTRICTIVE COVENANT:
Sellers covenant that they will not reestablish, reopen, be engaged in, nor
in any manner whatsoever become interested, directly or indirectly, either as an
employee, as an owner, as a partner, as an agent, or as a private stockholder,
director or officer of a corporation, or otherwise, in any business, trade or
occupation similar to the one operated by the corporation Rainbow, within the
counties of Suffolk, Nassau, Westchester and the City of New York for a period
of Forty months from the date of this agreement.
7. GOVERNING LAW:
This Agreement shall be governed by the laws of the State of New York
without giving effect to the principle of Conflict of Law.
8. ARBITRATION:
Any dispute relating to the interpretation or performance of this Agreement
shall be resolved at the request of either party through binding arbitration in
accordance with the rules of the American Arbitration Association. Judgment of
any award determined by the arbitrators may be entered in any appropriate court
having jurisdiction. In the event arbitration is commenced to enforce any of
the terms of this agreement, the prevailing party in the arbitration shall be
entitled to the costs thereof, including reasonable attorneys fees.
9. CAPTIONS:
The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Agreement
nor the intent of any provision thereof.
10. NOTICE:
All notices, request or other communications required hereunder shall be in
writing and shall be deemed to have been duly given or made, if personally
delivered, or if mailed by United States certified mail, return receipt
requested, to the parties:
The Sellers: 585-16 Bicycle Path, Port Jefferson N.Y. 11776 or
X.X. Xxx 0000, Xxxxxxxx X.X. 00000
The Purchaser: 00-00 00xx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000
or at such other address as shall be specified in writing by either of the
parties to the other in accordance with the terms and conditions of this
paragraph.
11. BROKERAGE:
Each party represents to the other party that it has dealt with no finder
or broker in connection with any of the transactions contemplated by this
agreement or the negotiations looking forward to the consummation of this
agreement and that no broker or other person is entitled to any compensation,
commission or finder's fee in connection with any such transactions or
negotiations, and each party hereby indemnifies each other party against and
agrees to hold such other party harmless from any liability or expense which may
be imposed by or incurred by such other party in connection with any claim by
any such finder or broker based upon any alleged arrangement or communication
with the indemnifying party.
12. EXPENSES:
Whether or not the transaction contemplated by this agreement shall be
consummated, all expenses incurred by the Sellers or the Purchaser, in
connection with the transactions contemplated hereby shall be the responsibility
of and for the account of the party who ordered the particular service or
incurred the particular expense.
This Agreement may not be changed orally. The terms, warranties and
agreements herein contained shall bind and inure to the benefit of the
respective parties hereto, and there respective legal representatives,
successors and assigns.
IN WITNESS WHEREOF, the parties have caused this Agreement to be made and
Executed the day and year first above written.
Rainbow Coffee Service Inc.
by /s/ Xxxxxxx Xxxxxx Pres.
---------------------------
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
---------------------- ---------------------------
XXXXXX XXXXXX Xxxxxxx Xxxxxx
Puro Corporation of America
by /s/ Xxxxx Xxxx Pres.
-----------------------------
PAYABLES
Exhibit A
#877836-29.05
1. ADP - #895492-29.05
2. Xxxxxxxxx - $238.29 tires
3. llpco 10/6 #73283 148.70
9/15 #72846 34.20
10/12 #73410 92.25
4. Lease Assoc. 190163 - Sept 508.00
#184100 - Oct 508.00
Gulf - Gas 10/6 - 40.05
5. Shell - Gas 9/08 to 10/2 - $261.01
Thru May
6. Yellow Book $28.00 - Oct
00/30/95 at 5:53 PM RAINBOW WATER SERVICE Page 53
CUSTOMER AGED RECEIVABLES
AGING DATE: 10/30/95
----------------- AGED BALANCE -----------------
CUSTOMER CURRENT 31 - 60 61 - 90 90 +
---------------------------- ---------- ---------- ----------- -----------
XXXXXX Wilderness Fur Dressing
(000) 000-0000
TOTAL DUE: 40.04 27.07 12.97
XXXXXX Xxxxxx Liaison
(000) 000-0000
TOTAL DUE: 19.21 19.21
XXXXXXX Xxxxxx Xxxxxxx
(000) 000-0000 Dejavu
TOTAL DUE: 5.97 5.97
WINDFASH Window Fashion Plus
(000) 000-0000
TOTAL DUE: 31.36 31.36
WISEREAL Wiser Real Estate
(000) 000-0000 Xxxxx
TOTAL DUE: 9.71 9.71
WOODGRAI Woodgrain Company
(000) 000-0000 Xxxxxx
TOTAL DUE: 78.79 8.63 32.50 20.57 17.09
WOODKOTT Wood Kottage, Inc.
(000) 000-0000 Xxxxx Xxx
TOTAL DUE: 51.10 7.54 7.54 18.93 17.09
WORWIDTR World Wide Travel
(000) 000-0000 Xxxx
TOTAL DUE: 7.54 7.54
WRIV WRIV Radio
(000) 000-0000
TOTAL DUE: 12.97 12.97
XLN XLN Enterprises
(000) 000-0000
TOTAL DUE: 8.63 8.63
XXXXX Xxxxxxx Xxxxx
(000) 000-0000
TOTAL DUE: 81.18 10.80 10.80 25.99 33.59
---------------- AGING SUMMARY ----------------
TOTAL OPEN ITEMS 26,556.00 100.0%
CURRENT 14,496.84 54.6%
31 - 60 DAYS 6,606.96 24.9%
61 - 90 DAYS 3,070.82 11.6%
90 + DAYS 2,381.38 9.0%
XXXX OF SALE
KNOW ALL MEN BY THESE PRESENT, that Rainbow Coffee Service Inc. d/b/a Rainbow
Water Service, 000-00 Xxxxxxx Xxxx, Xxxx Xxxxxxxxx Xxx Xxxx 00000, in
consideration of the sum of Three Hundred Forty Four Thousand Dollars
($344,000), lawful money of the United States, paid to me in hand by the Puro
Corporation of America, 00-00 00xx Xxxxxx, Xxxxxxx Xxx Xxxx, receipt of which
is hereby acknowledged, has bargained and sold, and by these present does
grant and convey unto Puro Corporation of America, its successors and
assigns, the
a. Accounts, Inventory and Coolers valued at $160,000.00
b. Furniture, Fixtures and Equipment valued at $1,000.00
c. Goodwill value at $183,000.00
list of which are attached hereto as exhibits A and B respectively.
To Have and Hold the same by Puro Corporation of America, its
successors and assigns forever;
And Rainbow Coffee Service Inc. warrants and represents to Puro
Corporation of America that the title conveyed is good, its transfer is
appropriate and rightful, and the accounts, containers and water coolers
described in Exhibit A and B are and have been delivered free of any security
interest, lien and encumbrance thereon.
EXECUTED this 31st day of October 1995 at 00-00 00xx Xxxxxx, Xxxxxxx
Xxx Xxxx.
Rainbow Coffee Service Inc.
by /s/Xxxxxxx Xxxxxx Pres.
-----------------------------------
/s/Xxxxxx Xxxxxx /s/Xxxxxxx Xxxxxx
------------------------------------- --------------------------------------
Xxxxxx Xxxxxx Xxxxxxx Xxxxxx
State of New York)
County of Queens)
On October 31st, 1995 before me a notary public for the State of New
York, personally appeared Xxxxxxx Xxxxxx, known to me or proved to me to be
the President of Rainbow Coffee Service Inc., the person whose name is
subscribed to the within Xxxx of Sale and acknowledged to me that he executed
same.
XXXXXXXXX X. XXXXXXXX
Notary Public, State of New York
No. 3368450
Qualified in Bronx County
Commission Expires October 31, 1997 /s/Xxxxxxxxx X. Xxxxxxxx
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SCHEDULE A (PBGC FORM 1)
1995 EIN/PN FROM FORM 1 LINE 3 (a) AND (b): /1/1/2/6/9/3/1/2/5 /0/0/1/ PAGE 2
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SECTION FOUR. CERTIFICATIONS
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10.CERTIFICATION OF PLAN ADMINISTRATOR. ALL SINGLE-EMPLOYER PLAN
ADMINISTRATORS MUST SIGN AND COMPLETE THIS LINE. IN ADDITION, INITIAL, DO
NOT CHECK, BOX (a), (b) OR (c), IF APPLICABLE.
I CERTIFY, UNDER PENALTIES OF PERJURY (18 U.S.C. 1001), THAT I HAVE
EXAMINED THE COMPLETED PBGC FORM 1 AND SCHEDULE A AND TO THE BEST OF MY
KNOWLEDGE AND BELIEF, THE FORM, THE SCHEDULE AND THIS CERTIFICATE ARE IN
CONFORMANCE WITH THE PREMIUM REGULATION AND INSTRUCTIONS, COMPLETE AND
ACCURATE, AND ANY INFORMATION I MADE AVAILABLE TO THE ENROLLED ACTUARY IS
TRUE, CORRECT AND COMPLETE, AND FURTHER THAT:
(a) /----/ NO PARTICIPANT WAS ENTITLED TO A VESTED BENEFIT UNDER THE PLAN (BY
(Initials)ITS TERMS OR AS REQUIRED BY LAW) AS OF THE LAST DAY OF THE PRECEDING
PLAN YEAR (OR IF THIS IS A NEW OR NEWLY COVERED PLAN, AS OF THE
FIRST DAY OF THE PREMIUM PAYMENT YEAR).
(b)/----/ THE PLAN WAS A PLAN DESCRIBED IN SECTION 412(i) OF THE INTERNAL
(Initials)REVENUE CODE AND REGULATIONS THEREUNDER AT ALL TIMES DURING THE
PRECEDING PLAN YEAR (OR IF THIS IS A NEW OR NEWLY COVERED PLAN,
AS OF THE FIRST DAY OF THE PREMIUM PAYMENT YEAR).
(c)/----/ THE ADJUSTED VALUE OF VESTED BENEFITS ON LINE 2(b) IS THE SAME AS
(Initials)THE PLAN VALUE OF VESTED BENEFITS ENTERED ON LINE 2(a) BECAUSE
THE PLAN INTEREST RATES USED TO VALUE THE VESTED BENEFITS ENTERED
ON LINES 2(a)(1) AND 2(a)(2) WERE EQUAL TO OR LESS THAN THE REQUIRED
INTEREST RATE.
/s/ XXXXXX XXXXXX
----------------------------------------------- Date 09/01/1995
Signature of Single-Employer Plan Administrator
/R/O/B/E/R/T/ /M/U/R/P/H/Y/
TYPED/PRINTED FIRST TYPED/PRINTED LAST NAME OF
NAME OF INDIVIDUAL WHO SIGNS INDIVIDUAL WHO SIGNS
11. CERTIFICATION OF ENROLLED ACTUARY. AN ENROLLED ACTUARY MUST SIGN AND
COMPLETE THE CERTIFICATION BELOW IF: (1) THE BOX ON LINE 1(a) IS CHECKED; OR
(2) ANY ONE OR MORE OF BOXES (a) THROUGH (e) BELOW IS APPLICABLE. (SEE THE
"CERTIFICATION REQUIREMENTS" INSTRUCTIONS IN PART H, ITEM 5, FOR THE FILING
METHOD YOU SELECTED TO DETERMINE WHICH OF BOXES (a) THROUGH (e) BELOW ARE
APPLICABLE.)
NOTE: IF ANY ONE OR MORE OF BOXES (a) THROUGH (e) BELOW IS APPLICABLE,
THE ENROLLED ACTUARY MUST ALSO INITIAL THE APPLICABLE BOX(ES).
INITIAL, DO NOT CHECK, THE APPLICABLE BOXES.
I CERTIFY, UNDER PENALTIES OF PERJURY (18 U.S.C. 1001), THAT I HAVE
EXAMINED THE COMPLETED SCHEDULE A AND TO THE BEST OF MY KNOWLEDGE AND BELIEF,
THE SCHEDULE AND THIS CERTIFICATE ARE IN CONFORMANCE WITH THE PREMIUM
REGULATION AND INSTRUCTIONS, COMPLETE AND ACCURATE, AND ANY INFORMATION I
MADE AVAILABLE TO THE PLAN ADMINISTRATOR IS TRUE, CORRECT AND COMPLETE, AND
FURTHER THAT:
(a)/----/ THE PLAN HAD 500 OR MORE PARTICIPANTS AS OF THE LAST DAY OF THE
(Initials)PRECEDING PLAN YEAR (OR IF THIS IS A NEW OR NEWLY COVERED PLAN, AS
OF THE FIRST DAY OF THE PREMIUM PAYMENT YEAR); THE ACTUARIAL VALUE
OF PLAN ASSETS EQUALS OR EXCEEDS THE VALUE OF ALL ACCRUED BENEFITS
UNDER THE PLAN (VALUED AT THE REQUIRED INTEREST RATE) AND THE ENTRY
ON LINE 2(a) IS THE PRESENT VALUE OF ACCRUED BENEFITS.
(b)/----/ THE PLAN HAD NO UNFUNDED VESTED BENEFITS AND FEWER THAN 500
(Initials)PARTICIPANTS BOTH AS OF THE LAST DAY OF THE PRECEDING PLAN YEAR (OR
IF THIS IS A NEW OR NEWLY COVERED PLAN, AS OF THE FIRST DAY OF THE
PREMIUM PAYMENT YEAR).
(c)/----/ THE ADJUSTED VALUE OF VESTED BENEFITS ON LINE 2(b) IS THE SAME AS
(Initials)THE PLAN VALUE OF VESTED BENEFITS ENTERED ON LINE 2(a), SCHEDULE A,
BECAUSE THE PLAN INTEREST RATES USED TO VALUE THE VESTED BENEFITS
ENTERED ON LINES 2(a)(1) AND 2(a)(2) WERE EQUAL TO OR LESS THAN THE
REQUIRED INTEREST RATE.
(d)/----/ THE ADJUSTED UNFUNDED VESTED BENEFITS REPORTED ON SCHEDULE A
(Initials)REFLECT, IN A MANNER CONSISTENT WITH GENERALLY ACCEPTED ACTUARIAL
PRINCIPLES AND PRACTICES, THE OCCURRENCE, IF ANY, OF ANY OF THE
SIGNIFICANT EVENTS DESCRIBED IN THE PREMIUM REGULATION AND
INSTRUCTIONS. (NOTE: IF YOU INITIAL THIS BOX,YOU MUST COMPLETE THE
FOLLOWING INFORMATION.)
(1) CHECK EACH SIGNIFICANT EVENT THAT OCCURRED BETWEEN THE DETERMINATION DATE
ENTERED ON LINE 2 OF THIS SCHEDULE A AND THE LAST DAY OF THE PLAN YEAR
PRECEDING THE PREMIUM PAYMENT YEAR (SEE PART H.6 OF INSTRUCTIONS FOR
DEFINITIONS):
/--/S.E.(1) /--/S.E.(2) /--/S.E.(3) /--/S.E.(4) /--/S.E.(5) /--/S.E.(6) /--/S.E.(7) /--/NO SIGNIFICANT EVENTS
(2) TOTAL AMOUNT INCLUDED IN LINE 4 DUE TO SIGNIFICANT EVENTS
(IF THIS AMOUNT IS NEGATIVE, PLEASE CHECK THIS BOX: /--/).............../--//--//--//--//--//--//--//--/
(e)/----/ THE PLAN MEETS THE REQUIREMENTS FOR THE EXEMPTION APPLICABLE TO
(Initials)PLANS AT THE FULL FUNDING LIMIT.
/s/ XXXXXXX XXXXX /0/7/2/6/1/9/9/5/
-----------------------------------------------------------
SIGNATURE OF ENROLLED ACTUARY DATE
/M/I/C/H/A/E/L/ /F/R/A/N/K/ 93-2440
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TYPED/PRINTED FIRST NAME OF INDIVIDUAL WHO SIGNS TYPED/PRINTED LAST NAME OF INDIVIDUAL WHO SIGNS ENROLLMENT NUMBER
XXXXXXX XXXXX, FSA
000 XXXXX XX. XXX. 0X XX#00-0000
XXX XXXX, XXX XXXX 00000 (212) 567-1464 /N/Y/ /1/0/0/4/0/
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STREET ADDRESS STATE ZIP CODE
VARIABLE PROMISSORY NOTE
$172,000.00 OCTOBER 31, 1995
For Value received, Puro Corporation of America maintaining offices at
00-00 00xx Xxxxxx, Xxxxxxx Xxx Xxxx 00000 promises to pay to the order of
Rainbow Coffee Service Inc. maintaining offices at 000 Xxxxxxx Xxxx, Xxxx
Xxxxxxxxx Xxx Xxxx 00000 One Hundred Seventy Two Thousand Dollars ($172,000),
with interest at nine percent (9%) per annum in the following manner:
Interest only payment of One Thousand Two Hundred Ninety Dollars and Seventy
Five Cents on December 1, 1995 and on the first day of each month thereafter
through February 1, 1996. Principal and interest payments in the amount of
Five Thousand Four Hundred Ninety Six Dollars and Fifty Seven Cents
($5,496.57) payable on March 1, 1996 and monthly thereafter until February 1,
1999, when the entire amount is fully paid with interest from the date
hereof. Payments shall be made at such locations as Rainbow Coffee Service
Inc. may from time to time designate in writing. If any installment if not
paid within 15 days of the due date, all installments shall become due and
payable forthwith, at the option of the holder. This note shall be governed
by the laws of the State of New York, without giving effect to the principle
of conflict of laws. Rainbow Coffee Service Inc. may at any time negotiate
and assign this note, but SAID NOTE IS SUBJECT TO THE TERMS AND CONDITIONS
CONTAINED IN THE PURCHASE AGREEMENT EXECUTED SIMULTANEOUS HERETO BETWEEN PURO
CORPORATION OF AMERICA, RAINBOW SERVICE INC. AND XXXXXXX XXXXXX.
Protest Waived.
Attest: Puro Corporation of America
/s/ XXXX X. XXXX by /s/ XXXXX XXXX Pres.
---------------- ---------------------
State of New York)
County of Queens)
On October 31st 1995, before me, a notary public for the State of New
York, personally appeared Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx known to me or
proved to me to be the person whose name is subscribed to the within document
and acknowledged to me that he executed same.
XXXXXXX X. XXXXXXXX /s/ XXXXXXX X. XXXXXXXX
NOTARY PUBLIC, State of New York -----------------------
No. 00-0000000 Notary
Qualified in Queens County
Commission Expires Aug. 31, 1996
PURO CORPORATION OF AMERICA
00-00 00XX XXXXXX
XXXXXXX, XXX XXXX 00000
October 31, 1995
Xxxxxxx Xxxxxx
000-00 Xxxxxxx Xxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
Re: Transition Agreement
Puro Corporation of America with Rainbow Coffee Service Inc.
Dear Xx. Xxxxxx:
This will confirm the arrangements, terms and conditions whereby
Xxxxxxx Xxxxxx (hereinafter referred to as "Xxxxxx" and/or "Employee") will
be employed by Puro Corporation of America (hereinafter referred to as
"Puro").
You will be retained for a period of two years as a Employee of Puro
for the orderly retention and smooth transition of the Rainbow Coffee Service
Inc. customers into the Puro firm. You will also be required, on a project to
project basis to be involved in the marketing and sales promotions for the
Rainbow Coffee Service Inc. customer taken over by Puro. As an Employee you
will be required to devote a minimum of eight hours a day, five days a week
for two years from the date of this agreement. You are also required to use
your best efforts to insure Puro's quite enjoyment of of the Rainbow's
company accounts. As compensation for the hours devoted to these duties, you
will be paid the salary of fifteen thousand dollars ($15,000) per year in
weekly installments, less appropriate deductions required by law together
with major medical coverage either through Cobra or Puro's company medical
plan and a car or van for you to carry out your duties. You will also be
entitled to any and all other benefits now enjoyed by the employee's of Puro.
However either party, Puro or yourself, may cancel this agreement only on just
cause upon ninety days written notice to the other party***. If retained by Puro
for two years as a Employee, and the sales from the Rainbow accounts exceed
the sum of $240,000 per year for the second year, you will be entitled to a
ten percent commission on that portion of the money that exceed the said
$240,000.
This agreement shall not be assignable by either party, nor may it be
changed orally.
Very truly yours,
Dated: October 31, 1995 by /s/ XXXXX XXXX Pres.
Agreed and Accepted by -----------------------
/s/ XXXXXXX XXXXXX ***salary is guaranteed by Puro
for two years, regardless of
termination.
AMENDMENT TO
PURCHASE AGREEMENT (10/31/1995)
SALE OF
RAINBOW COFFEE SERVICE, INC.
TO
PURO CORPORATION OF AMERICA
By their signatures below both parties agree to amend the subject Purchase
Agreement as follows:
Section 2b (copy of original attached) last sentence shall include the
following insert after "...Purchasers gross revenues...":(CALCULATED AS THE
SUM TOTAL OF PURO'S LONG ISLAND GROSS REVENUES NOT INCLUDING SALES OF
NATURE'S BEST WATER COMPANY). October 31, 1996 in the same sentence shall
change to DECEMBER 31, 1996.
As Agreed and Accepted this date: March 29, 1996
/s/ XXXXXXX XXXXXX /s/ XXXXX XXXX
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Xxxxxxx Xxxxxx Xxxxx Xxxx, President
Rainbow Coffee Service, Inc. Puro Corporation of America
/s/ XXXXXXX XXXXXX
------------------
Xxxxxxx Xxxxxx
