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EXHIBIT 10.32
VENTURI TECHNOLOGY ENTERPRISES, INC.
0000 Xxxxx Xxxxx Xxxxxx
Xxxx, Xxxx 00000
[Date]
6-29-98
[Company]
[Address]
Re: Proposed acquisition of Assets of Dirt Free Carpet & Upholstery
[sic] Cleaning Inc.
Dear Xxxxxx Xxxxxx
This letter is to set forth the terms of our proposed
acquisition of Dirt Free Carpet Cleaning & Upholstry [sic] Cleaning Inc. If the
terms of this letter are acceptable, please sign a copy of this letter and
return it to us. We will then have our attorney prepare an Asset Purchase
Agreement (the "Agreement") between Venturi Technology Enterprises, Inc., a
Nevada corporation, as the buyer ("Venturi") and Dirt Free Carpet & Upholstry
[sic] Cleaning Inc. as the seller ("Seller").
Venturi hereby offers to purchase all of the tangible and
intangible assets owned by Sellers used in the business located at
0000 X. Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx 0000: (the "Business"), on the
following terms and conditions:
1. Purchase Price. Venturi will issue a total of 52,632 shares of
its common stock (no par value) to Seller in exchange for all
of the assets of Seller used in the Business. The shares of
stock to be issued to Seller shall be restricted stock, and
the ability of Seller to resell such stock shall be limited
both by applicable securities laws and by certain "leak-out"
provisions imposed by Xxxxxxx.
2. Representations, Warranties and Conditions. The Agreement will
contain usual and customary representations, warranties,
covenants, and other agreements (including a tax allocation
agreement), on behalf of Seller [and its stockholders] and the
Closing will be subject to usual and customary conditions,
including:
A. obtaining of necessary consents or approvals of
governmental bodies, lenders, lessors, or other third
parties;
B. absence of pending or threatened litigation regarding
the Assets, the Liabilities or the Agreement;
C. satisfactory completion of Xxxxxxx's due diligence
investigation;
D. delivery of customary legal opinions, closing
certificates and other documentation.
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3. Assumption of Liabilities. Venturi will not assume any of the
debts, liabilities or obligations of Seller except as
specifically set forth in an Assumption of Liabilities
Agreement that may be executed at the time of Closing, and
Seller shall indemnify Venturi and hold Venturi harmless with
respect to any such unassumed liabilities.
4. Employment Agreement. Venturi's obligation to close shall be
conditioned on, among other things, [name of Seller or
principal of Seller] entering into an employment agreement
with Venturi upon terms satisfactory to Venturi.
5. Noncompetition Agreement. Xxxxxxx's obligation to close shall
be conditioned on, among other things, [name of Seller or
principal of Seller] entering into a noncompetition agreement
with Buyer on terms satisfactory to the Buyer.
6. Closing Date. The closing will take place as soon as the
conditions set forth herein are satisfied and as soon as final
documents can be prepared, but in any event no later than
August, 1998.
If the offer contained in this letter is acceptable to Seller,
please sign and return to Venturi a copy of this letter. Unless signed by you
and returned to Venturi within ten (10) days from the date of this letter, the
offer set forth herein shall be automatically revoked and shall become null and
void.
Sincerely,
VENTURI TECHNOLOGY ENTERPRISES, INC.
By: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
President
AGREED AND ACCEPTED:
[SELLER]
By: /s/Xxxxxx Xxxxxx
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Its:
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Date:
