STOCK PURCHASE
AGREEMENT
THIS AGREEMENT is made and entered into, by,
and between Xxxxx Zielezynski, referred to as
"Seller," and Helios & Xxxxxxxx Information
Technology Ltd. (NSE: HELIOSMATH), referred
to as "Buyer."
WHEREAS, Seller is the owner and holder of
certain fully diluted shares of Common Stock shares
in The A Consulting Team Inc. ("TACT" or
"Company" Nasdaq: TACX) referred to as "TACT-
Shares"; and
WHEREAS, Seller desires to sell to Buyer, and
Buyer desires to purchase from Seller, One Hundred
Thousand (100,000) shares of stock of Company
held by the Seller upon the terms and conditions
and for the consideration set forth below;
NOW, THEREFORE, in consideration of the
mutual covenants contained in this agreement, the
parties agree as follows:
ARTICLE 1
PURCHASE
Section 1.01. Purchase
For the purchase price, and on the terms and subject
to the conditions set forth in this agreement, Seller
hereby sells, assigns, transfers, and delivers to
Buyer, and Buyer hereby purchases from Seller, all
of his right, title, and interest in the One Hundred
Thousand (100,000) TACT-Shares now owned by
the Seller. The stock will be delivered to the Buyer
at Closing.
ARTICLE 2
PURCHASE PRICE
Section 2.01. Purchase Price
The purchase price to be paid by Buyer to Seller for
the TACT-Shares is Five Hundred Thousand United
States Dollars (USD $500,000), which will be paid
in full at Closing
ARTICLE 3
WARRANTIES OF SELLER IN THEIR
INDIVIDUAL CAPACITY
Section 3.01. Warranties of Seller.
Seller hereby warrants, represents, and
covenants to Buyer, and this agreement is made in
reliance on the following, each of which is deemed
to be a separate covenant, representation, and
warranty:
(a) Authority
This contract is entered into on the basis and
representation of Seller that he has the necessary
title, power, authority, sanction and consent of
the general body of shareholders or statutory
govt. regulatory authorities to enter into this
Agreement.
(b) Ownership of Stock
Seller owns, beneficially and of record, free
and clear of all liens, charges, claims, equities,
restrictions, or encumbrances, the shares of
capital stock of the Company set forth opposite
his or her name in Section 1.01 hereof, which is
attached to and incorporated in this agreement,
and has the full right, power, and authority to
sell, transfer, and deliver to the Buyer, in
accordance with this agreement, the number of
shares of common stock of the Company so set
forth, free and clear of all liens, charges, claims,
equities, restrictions, and encumbrances and
attachments. The sale by Seller of those shares
does not constitute a breach or violation of, or
default under, any will, deed or trust, agreement,
or other instrument by which that Seller is
bound.
ARTICLE 4
CLOSIGN DATE AND SURVICAL OF
WARRANTIES
Section 4.01. Time and Place of Closing
The purchase and sale described in this
agreement shall be consummated, on September 6,
2006.
Section 4.02. Procedure and Obligations at
Closing and Post Closing
On the closing date,
(a) Buyer shall deposit Five Hundred Thousand
Dollars (US $500,000) into the escrow account.
Bank Details:
Bank Name and Branch Address:
XXXXXXX
ABA Code (Routing Number):
XXXXXXX
Account Number:
XXXXXXX
SWIFT Code:
XXXXXXX
Account owners:
XXXXXXX
(b) Seller shall transfer One Hundred
Thousand (100,000) TACT shares form Seller's
Brokerage Account at Xxxxxxx Xxxxx and
Xxxxxx to Buyer's Brokerange Account at
_________________.
Section 4.03. Survival of Warranties
The warranties, representations, and
covenants of each of the parties to this agreement,
Buyer and Seller, shall survive for one-year after
the execution of this agreement and the
consummation of the purchase and sales described
in this agreement.
ARTICLE 5
CONVENANT NOT TO COMPETE
Section 5.01. Non-compete
Seller agrees that for a period of one (1) year after
the execution of this Agreement, Seller shall not
directly or indirectly, or in any capacity,
individually or in any corporation, firm, association
or other business entity, compete or attempt to
compete with TACT, (a) by soliciting business from
any customer, broker and/or client of TACT, if such
solicited business competes with the business of
TACT, or (b) inducing any personnel of TACT to
leave the service of TACT, or by employing or
contracting with any such personnel. The
provisions of this Section shall be construed as a
Covenant to this Agreement independent of any
other provision contained herein and shall be
enforceable in both law and equity, including by
temporary or permanent restraining orders,
notwithstanding the existence of any claim or cause
of action by Employee against TACT, whether
predicated on this Agreement or otherwise.
ARTICLE 6
MISCELLANEOUS
Section 6.01. Nonassignability
Neither this agreement, nor any interest in
this agreement, shall be assignable by the Buyer
without the prior written consent of the Seller.
Section 6.02. Notices
All notices required or permitted to be given
under this agreement shall be in writing and shall be
sent by first-class mail, postage prepaid, deposited
in the United States mail.
If intended for the Seller, shall be given to
the Seller and shall be addressed:
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXxX
And if intended for the Buyer, shall be
addressed:
Helios & Xxxxxxxx Information
Technology Ltd., # 0, Xxxxxxxxxxxx Xxxx
Xxxx, Xxxxxxx 000 000, Xxxxx.
With a copy to:
Xxxxxxx X. Xxxxx, Attorney, C.P.A.
The Xxxxx Firm, APC
00000 Xxxxxxx Xxxx., 0xx Xxxxx,
Xxxxxxxx, XX 00000-0000
Email: Xxxxxxx@Xxxxx.xxx
Any party to this agreement may change the
address for notices to be sent to him or her by
written notice to the other parties.
Section 6.03. Governing Law
All questions with respect to the
construction of this agreement, and the rights and
liabilities of the parties to this agreement, shall be
governed by the laws of the State of New York.
Section 6.04. Arbitration
Any controversy between the parties hereto
involving the construction or application of any
terms, covenants or conditions of this Agreement or
the Note, or any claims arising out of or relating to
this Agreement or the Note, or the breach hereof or
thereof, will be submitted to and settled by final and
binding arbitration in New York, in accordance with
the rules of the American Arbitration Association
then in effect, and judgment upon the award
rendered by the arbitrator may be entered in any
court having jurisdiction thereof. In the event of any
arbitration under this Agreement or the Note, the
prevailing party shall be entitled to recover from the
losing party reasonable expenses, attorneys' fees
and costs incurred therein or in the enforcement or
collection of any judgment or award rendered
therein. The "prevailing party" means the party
determined by the arbitrator to have most nearly
prevailed, even if such party did not prevail in all
matters, not necessarily the one in whose favor a
judgment is rendered.
Section 6.05. Inurement
Subject to the restrictions against
assignment as contained in this agreement, this
agreement shall inure to the benefit of, and shall be
binding upon, the assigns, successors in interest,
personal representatives, estates, heirs, and legatees
of each of the parties to this agreement.
Section 6.06. Attorneys' Fees
In the event of any controversy, claim or
dispute between the parties to this agreement,
arising out of or relating to this agreement or the
breach of this agreement, the prevailing party shall
be entitled to recover from the losing party
reasonable expenses, attorneys' fees, and costs.
Section 6.07. Entire Agreement
This agreement, along with the related
promissory note and security agreement, contains
the entire agreement of the parties to it, and
supersedes any prior written or oral agreements
between them concerning the subject matter
contained in this agreement. There are no
representations, agreements, arrangements, or
understandings, oral or written, between and among
the parties to this agreement, relating to the subject
matter contained in this agreement, which are not
fully expressed in it. Any schedules or exhibits
referenced herein to be delivered by Seller and not
so delivered or attached as of the date hereof may
be delivered at any time within two weeks of the
date hereof.
EXECUTED on September 6, 2006, at New York,
NY.
SELLER
/s/ Xxxxx Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx
BUYER: Helios & Xxxxxxxx Information
Technology Ltd.
/s/ X. Xxxxxxxxxxxxx
By: X. Xxxxxxxxxxxxx/Chareman
