ASSET PURCHASE AGREEMENT
This Agreement is made by and among RESULTS BEDFORD, INC. ("Buyer"), a Texas
corporation, STRONGHOLD, INC. ("Seller"), a Texas corporation, and XXXXXXX
XXXXXX, in the capacity of a guarantor, for the purpose of establishing an
agreement of sale and purchase of certain assets between Buyer and Seller.
RECITALS:
WHEREAS, Seller owns and operates a health club under the name of "Family
Fitness Exchange," and all operations, activities, and services related to said
club shall collectively be referred to as the "Business"; and WHEREAS, Seller
desires to sell to Buyer and Buyer desires to purchase from Seller certain
assets of the Business.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants herein contained, the parties, intending to be legally bound, agree as
follows:
AGREEMENT
ARTICLE I.
Sale and Purchase of Assets
Section 1.01. Upon the terms and conditions set forth in this Agreement,
Seller agrees to sell, transfer, convey, and assign to Buyer, and Buyer agrees
to purchase from Seller, at the time of the closing hereinafter provided for,
all of the assets (the "Assets") of Seller's Business which are owned by Seller
and to be transferred to Buyer free and clear of any and all claims, liens, and
encumbrances of any kind or nature whatsoever, other than the liens held by (1)
Republic Leasing Company (Account No. 0000000 with monthly payments of $560.83
and $43.46); (2) Standard Professional Services, LP (Account no. 952-94 with a
monthly payment of $887.00); (3) 3M Financing Services (with a monthly
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 1
payment of $399.99); (4) Xxxxxx Leasing (with a monthly payment of $208.00);
(5) ADT Security Systems (Account No. 010034505095 with a monthly payment of
$125.00); (6) TCI Cable Television (with a monthly payment of $54.00);
and (7) Southwestern Xxxx Yellow Pages (with a monthly payment of $207.23);
(collectively, the "Contracts", with the aggregate monthly payments in the
amount of $2,485.51 to be referred to herein as the "Payments"), and the
liens for ad valorem taxes in the approximate amount of $25,852.00 on Seller's
Assets, consisting of:
(a) All of Seller's fixed assets located on the leased
premises (the "Fixed Assets"), including, but not limited to, all furniture,
furnishings, machines, exercise equipment, massage tables, physical
therapy equipment, rehabilitation equipment, office materials and supplies,
phone systems, computer systems, and other equipment. Such Fixed Assets
include, but are not limited to, those assets listed on Exhibit "A" attached
hereto and incorporated herein by reference for all purposes and all other
tangible assets not held by Seller for sale to the public in the ordinary
course of the Business and all assets of a character similar to that
previously described in this paragraph which were acquired by Seller between
February 25, 1997, the effective date of such list, and the date of closing.
(b) All of Seller's tenant improvements (the "Tenant
Improvements") made to the leased premises on which the Business is conducted.
(c) All costs and sales records and data, customer
lists, mailing lists, files, advertising material and methods, all
accounting records, personnel records, warranty records, telephone numbers,
and any files required to be retained after the closing by any
applicable law or government regulation (collectively, the "Records and
Lists").
(d) All of Seller's health-related products for
use on and/or sale to customers (collectively, the "Miscellaneous
Inventory").
(e) All educational materials,such as books, video tapes,
instructional manuals, etc.
(f) Buyer shall be the owner of any and all accounts
receivable relating to the Business as of the date of closing.
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr)
Page 2
(g) All of Seller's security and/or other type of
deposits relating to any and all utilities.
(h) All licenses, permits, and/or authorizations
(the "Permits") held by Seller that relate to the Business.
Section 1.02. The only assets of the Business (or related thereto) owned
the Seller not being purchased by Buyer are those certain assets described on
Exhibit 'B" attached hereto and incorporated herein by reference for all
purposes. An asset or property on the leased premises which is not set forth on
Exhibit "B" shall be considered to be part of the Assets purchased by Buyer from
Seller. Further, any assets listed on Exhibit "B" which still remain on the
premises of the Business after five (5) days from the date of closing shall be
considered, and shall become, the property of Buyer.
ARTICLE II.
Purchase Price and Payment
Section 2.01. The total purchase price (hereinafter referred to as the "Purchase
Price") for the Assets is the cost of assuming the full balance payable on the
Contracts, and taking Seller's Assets subject to any ad valorem taxes currently
owed on the Assets.
Section 2.02. The Purchase Price shall be paid as follows:
(a) Buyer shall assume the full balance payable on
obligations of Seller under the Contracts; and
(b) Buyer accepts Seller's Assets subject to any ad
valorem taxes owed thereon. Buyer intends to attempt a compromise settlement
agreement plan to try to settle with taxing authorities on the taxes.
Section 2.03. Buyer agrees to hold XXXXXXX XXXXXX harmless regarding
the ad valorem taxes as provided in the indemnity provision of this Agreement.
Section 2.04. Seller and XXXXXXX XXXXXX guarantee, represent, and
warrant to Buyer that there are no claims outstanding against Seller that may
be asserted against the Assets by any party, other than the Contracts
and applicable taxing authorities in connection
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 3
with ad valorem taxes owed on the Assets. Further, Seller and XXXXXXX XXXXXX
hereby agree to hold Buyer harmless from any such claims as provided in the
indemnity portion of this Agreement, excluding from this indemnity the Contracts
and the ad valorem taxes. Buyer shall give Seller notice upon any claim arising
regarding this indemnity provision.
Section 2.05. Starting on April 1, 1997, Buyer agrees to escrow the first
$2,485.51 (or a lesser amount if applicable as contracts are paid in full) of
funds that are collected in each month from the operation of the Business and to
use such escrowed funds to pay any of the Payments due and owing upon the
Contracts. This shall be a continuing obligation. Each month such escrowed funds
shall be wired to Buyer's attorney, T. Xxxx Xxxx, IN TRUST, and Xx. Xxxx shall,
immediately upon receipt of such funds pay any and all Payments due and owing
upon the "Contracts."
ARTICLE III.
Warranties, Claims, and Liabilities
Section 3.01. It is hereby stipulated and agreed that Seller is liable for
all financial obligations of the Business up to and prior to April 1, 1997,
including, but not limited to, claims sounding in tort, contract, or otherwise.
Further, Seller and XXXXXXX XXXXXX agree to indemnify Buyer (and its assignees
and successors in interest) against and hold Buyer (and its assignees and
successors in interest) harmless from any claim, action, or cause of action
arising prior to April 1, 1997, according to the indemnity provision of this
Agreement.
Notwithstanding the above and foregoing, Buyer expressly agrees to assume
all sums due under the Contracts accruing or to accrue on and after April 1,
1997, and accepts the Assets subject to the ad valorem taxes owed thereon. Buyer
is liable for all financial obligations of the Business arising on or after
April 1, 1997, including, but not limited to, claims sounding in tort, contract,
or otherwise, and Buyer agrees to hold Seller and XXXXXXX XXXXXX harmless from
any such claim, action, or cause of action according to the indemnity provision
of this Agreement.
Section 3.02. Buyer assumes any and all contracts and agreements of Seller
to perform services for or on customers and/or their assignees effective April
1, 1997. Buyer agrees to indemnify Seller from any claim, action, or cause of
action on the contracts
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 4
or agreements of Seller assumed according to this provision, such hold
harmless being in accordance with the indemnity provision of this Agreement.
Section 3.03. Except as expressly set forth in this Agreement, Buyer does
not assume any liabilities or contracts of Seller, nor take title to any of the
Assets subject to any liens or encumbrances of any kind or nature whatsoever,
other than the Contracts and the ad valorem taxes owed on Seller's Assets.
Included in the foregoing, by way of illustration and not by limitation, are
mortgages, liens, encumbrances, liens or liabilities for unpaid taxes (other
than ad valorem taxes), installment sales contracts, leases, labor agreements,
payroll items, vacation pay, sick pay, disability pay, retirement benefits,
medical benefits, and any and all other fringe benefits and the like. Buyer does
not agree to assume any past, current, or future responsibility for such items,
whether or not Buyer may elect to hire or not hire any of Seller's current
employees. Buyer does not agree to the continued employment of any of Seller's
employees, except as Buyer may from the date of closing separately contract with
such employees, agents, consultants, or independent contractors. Seller and
Buyer specifically acknowledge that Buyer does not assume in any manner
whatsoever any union contracts that may be outstanding with respect to the
Business.
ARTICLE IV.
Closing
Section 4.01. The closing of the purchase and sale of the Assets of
Seller's Business shall take place at the offices of Buyer's counsel, T. Xxxx
Xxxx, 0000 Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000, on or before March 19,
1997. The closing will have an effective date of April 1, 1997, at which xxxx
Xxxxxx will cause all funds (dues) from the operation of the Business to be
deposited into Buyer's accounts (from and after April 1, 1997).
Section 4.02. At the closing, Seller will cause all of the following to be
delivered to Buyer:
(a) Executed copies of all documents reasonably required pursuant to the
provisions of this Agreement in order to consummate this transaction.
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 5
(b) Such instruments of conveyance, negotiation, assignment, and/or
transfer as Buyer may reasonably request to accomplish the transfer of the
ownership of the purchased Assets to Buyer, including, but not limited to, a
xxxx of sale with general warranty and any other documents that Buyer may
reasonably request to fully and completely transfer to Buyer those Assets,
rights, deposits, and claims to which Buyer is entitled under the terms of this
Agreement.
(c) All keys to the premises occupied by the Business in its possession or
control.
ARTICLE V.
Representations and Warranties
Section 5.01. Seller represents, warrants, and agrees to and with
Buyer as follows:
(a) Seller is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas.
(b) Seller has the full and unrestricted right and
power (i) to make and give, and to bind itself by these representations,
warranties, and agreements; and (ii) to sell, transfer, convey, and assign
the Assets of Seller to Buyer.
(c) Seller is duly authorized, qualified, and licensed
under any and all applicable laws and regulations to carry on the Business in
the place and in the manner presently being conducted.
(d) Seller has or will have at the date of closing
good and merchantable title (and complete right of possession) to all of
the Assets to be transferred hereunder, and will transfer and convey the
Assets to Buyer, free and clear of any liens, claims, encumbrances, and charges
whatsoever, other than the Contracts and the ad valorem taxes owed on Seller's
Assets. The instruments of assignment and transfer delivered by Seller on the
date of Closing will be adequate to convey all rights of Seller in and to the
Assets purchased hereunder. All of the Assets will be conveyed to Buyer by
Seller on the date of closing in an "AS IS" condition.
(e) There is no agreement presently in effect between
Seller and any person, organization, corporation, or other entity
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 6
(except with Buyer pursuant hereto) pursuant to which Seller will, upon the
occurrence of certain conditions, sell, transfer, convey, assign, or in any way
encumber the Assets.
(f) Neither the execution nor the delivery nor the performance of this
Agreement will violate any provisions of federal, Texas, or local law; any order
of any court or other governmental agency or authority, whether federal, state,
or local; or any agreement or other instrument to which Seller is a party or by
which Seller is bound. This Agreement constitutes the legal, valid, and binding
obligations of Seller, enforceable in accordance with its terms.
(g) No consent or approval by any governmental agency or authority or
nongovernmental person or entity is required in connection with the execution,
performance, and delivery by Seller of this Agreement or the consummation by
Seller of the transactions contemplated herein.
(h) Seller is not in violation of any federal, state, or local law or
regulatory requirement applicable to the Business. Seller has not received any
notice or complaint from any governmental agency or authority in respect of any
claim or violation of any law, regulation, order, license, permit, or standard
related to any such legal requirement.
(i) Seller will indemnify and hold Buyer harmless from any loss resulting
from a breach of any representation or warranty contained in this Agreement. The
representations and warranties of Seller shall survive the closing.
Section 5.02. Buyer represents, warrants, and agrees to and with Seller
as follows:
(a) Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Texas.
(b) The execution, delivery, and performance of this
Agreement by Buyer (including the execution of all documents incident to the
consummation of the transactions contemplated herein) will be duly
authorized by all necessary corporate action and will not violate any
provision of Buyer's Articles of Incorporation or Bylaws or any agreement or
other instrument to which Buyer is a party or by which it is bound.
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 7
(c) Buyer will indemnify and hold Seller harmless from any
loss resulting from a breach or any representation or warranty contained in
this agreement. The representations and warranties of Buyer shall
survive the closing.
ARTICLE VI.
Covenants
Section 6.01 Seller covenants and agrees that, except as may otherwise be
consented to or approved by Buyer in writing, Seller:
(a) will conduct its Business only in the ordinary course, retaining its
Business organization and using all reasonable efforts to retain the goodwill of
its suppliers, customers, and others having business relations with it and to
keep available the services of its present employees, if any;
(b) will not enter into any transaction other than in the ordinary course
of business or incur or agree to incur any obligation or liability except
obligations or liabilities incurred in the ordinary course of business;
(c) will not sell or otherwise dispose of any Fixed Assets, Records and
Lists, or other Assets;
(d) will comply with all laws affecting the operation of the Business; and
(e) will not allow any Permits to lapse.
Section 6.02. Buyer covenants and agrees that it:
(a) will obtain consents, authorizations, or approvals of any governmental
or nongovernmental entity necessary for the consummation of the transactions
contemplated by this Agreement; and
(b) will promptly do all such reasonable acts and take all such reasonable
measures as may be appropriate to enable it to perform the agreements,
obligations, and covenants herein provided to be performed by it.
ASSET PURCHASE AGREEMENT
(tjc/1173-Sp3.agr) Page 8
ARTICLE VII.
Assignment
Neither party shall have the right to assign all or any portion of the
obligations, duties, and benefits of this Agreement without the prior consent of
the other party.
ARTICLE VIII.
Conditions Precedent to Obligations of Buyer
Section 8.01. All obligations of Buyer under this Agreement are subject to
the fulfillment, on or before the closing or funding (as applicable), of the
following conditions:
(a) Buyer shall have received from Seller the certificates and documents
set forth in this Agreement; and
(b) No suit, action, proceeding, or investigation shall be pending or
threatened before any court or other governmental agency or instrumentality
against, by, or affecting Seller or the Assets of the Business, which would
prevent the consummation of this Agreement or any of he transactions
contemplated hereby.
ARTICLE IX.
Indemnity
Section 9.01 Seller and XXXXXXX XXXXXX agree to indemnify and hold Buyer
harmless against and in respect of:
(a) Any and all claims, demands, expenses, losses, damages, or deficiencies
of any nature whatsoever resulting from, arising out of, or attributable to (i)
any misrepresentation by Seller, (ii) any breach of any representation or
warranty made by Seller, (iii) non-fulfillment of any covenant on the part of
Seller, (iv) any inaccuracy or omission in any certificate or other instrument
furnished by Seller hereunder, or (v) any debt, liability, or obligation of
Seller relating to the Business that originated prior to April 1, 1997, not
expressly assumed by Buyer, whether or not such debt, obligation, or liability
is absolute, accrued, or contingent;
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 9
(b) Any and all actions, demands, judgments, costs, interests, and legal
and other expenses incident to any of the foregoing; and
(c) All agreements expressed in this contract for a hold harmless or
indemnity shall be included in this indemnity provision.
Section 9.02 Buyer agrees to indemnify and hold Seller and XXXXXXX XXXXXX
harmless against and in respect of:
(a) Any and all claims, demands, expenses, losses, damages, or deficiencies
of any nature whatsoever resulting from, arising out of, or attributable to (i)
any misrepresentation by Buyer, (ii) any breach of any representation or
warranty made by Buyer, (iii) non-fulfillment of any covenant on the part of
Buyer, (iv) any inaccuracy or omission in any certificate or other instrument
furnished by Buyer hereunder, or (v) any debt, liability, or obligation of Buyer
relating to the Business that originated after April 1, 1997, whether or not
such debt, obligation, or liability is absolute, accrued, or contingent;
(b) Any and all actions, demands, judgments, costs, interests, and legal
and other expenses incident to any of the foregoing; and
(c) All agreements expressed in this contract for a hold harmless or
indemnity shall be included in this indemnity provision.
Section 9.03. Procedure on Indemnity. In the event a claim for indemnify or
hold harmless arises according to this Agreement, the party making the claim for
indemnity or hold harmless shall give notice in writing to the other party,
identifying fully the basis for the claim, action, or cause of action upon which
an indemnity or hold harmless is sought. The receiving party shall then
determine in its exercise of good business judgment whether or not to make
immediate payment or resolution by settlement of the claim or action; or to
defend the action.
Notice in writing shall then be given within ten (10) working days after a
demand for an indemnify or hold harmless as to the determination made by the
indemnifying party to resolve, settle, or defend the claim or action. The costs
of defense shall
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 10
be borne and paid by the indemnifying party, which shall include the cost
of attorneys' fees and court costs.
The party seeking indemnity shall cooperate fully with the indemnifying
party in order to minimize duplication of effort in the defense of the claim or
action, and shall fully cooperate in allowing a defense to be made in the name
of the party seeking indemnity or seeking to be held harmless.
Upon a final resolution by final judgment of a court of law having
jurisdiction of the dispute, the indemnifying party shall make payment in full
of any costs, and expenses, and any damages that may be finally adjudged in the
claim or action within ten (10) business days after the final judgment.
ARTICLE X.
Brokers and Expenses
Each party hereto represents to the other that it has not authorized any
broker or finder to act on its behalf in connection with the sale and purchase
hereunder and that it has not dealt with any broker or finder purporting to act
for any other party. Each party hereto agrees to indemnify and hold harmless the
other party from and against any and all liabilities, costs, damages, and
expenses of any kind or character arising from any claims for brokerage or
finder's fees, commissions, or other similar fees in connection with the
transactions contemplated herein insofar as such claims shall be based upon
alleged arrangements or agreements made by such
party or on its behalf.
ARTICLE XI.
Default and Remedies
Section 11.01. Seller shall be deemed in default hereunder upon the
occurrence of any one or more of the following events:
(a) Any of Seller's warranties or representations set forth herein are
untrue when made or at closing and are determined to be material; or
(b) Seller fails to meet, comply with, or perform any covenant, agreement,
or obligation on its part required within the time limits and in the manner
required in this Agreement.
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 11
Section 11.02.
(a) Buyer shall be deemed to be in default hereunder if Buyer fails to
deliver, at the closing, any of the items specified in Section 2.02 of this
Agreement, or if Buyer shall breach any other provision of this Agreement, or if
Buyer terminates this Agreement prior to closing without cause.
(b) In the event Buyer shall default in the payment of "the Contracts"
identified in Section 1.01, Seller shall be entitled to give notice of breach to
Buyer. Unless Buyer cures the breach within thirty (30) days after receipt of
notice, Seller shall be entitled to immediate return of the Assets transferred
and conveyed under this agreement (including all replacement property) and to
immediate possession of the premises, and to take over the operation of the
Business facility.
Section 11.03 In the event Seller is deemed to be in default hereunder,
Buyer may, at Buyer's sole option, do any one of the following:
(a) Terminate this Agreement by written notice delivered to Seller on or
before the closing; or
(b) Enforce specific performance of this Agreement against Seller; or
(c) Exercise any other right or remedy Buyer may have under Section
11.02(b) of this Agreement and/or may have at law or in equity by reason of such
default, including, but not limited to, the recovery of attorneys' fees incurred
by Buyer in connection herewith and the reasonable reliance on Seller's promise
to sell the Assets in accordance with the terms of this Agreement.
ARTICLE XII.
Miscellaneous
Section 12.01. Any notices, requests, demands, or other communications
hereunder shall be in writing and shall be deemed to have been duly given when
mailed by United States mail, postage pre-paid, registered or certified mail, to
the following addresses:
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 12
If to Buyer: RESULTS BEDFORD, INC.
0000 Xxx Xxxxx Xxxxx
Xxxx, Xxxxxxx 00000
Attn: Xxxxxx Xxxx
If to Seller: STRONGHOLD, INC.
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: Xxxx Xxxxxx
If to Xxxxxxx XxXxxx: Xxxxxxx XxXxxx
00000 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Either party hereto may change its address for notification purposes by giving
notice thereof in writing, as aforesaid.
Section 12.02. All representations, warranties, covenants, and agreements
included or provided in this Agreement or any exhibit hereto or instrument of
transfer or other certificate or document delivered pursuant thereto, shall
survive the closing.
Section 12.03. Each party hereto shall from time to time after closing, at the
reasonable request of the other party and without further consideration, execute
and deliver such further instruments of conveyance, assignment, and transfer and
take such other action as the other may reasonably request in order to more
effectively convey and transfer the Assets conveyed hereunder and otherwise to
effect the objectives hereof.
Section 12.04. This Agreement constitutes the entire agreement between the
parties and there are no representations, warranties, or covenants except as
provided herein.
Section 12.05. This Agreement supersedes all prior agreements, understandings,
negotiations, and discussions, whether written or oral. This Agreement shall not
be modified or amended except by an instrument in writing signed by or on behalf
of the parties hereto. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors, assigns, and
heirs. Nothing in this Agreement is intended or shall be construed to confer
upon or give nay person other than the parties hereto and their successors,
assigns, and heirs any rights or remedies under or by reason of this Agreement.
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 13
Section 12.06. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas. VENUE FOR ANY CAUSE
OF ACTION REIATING TO THIS AGREEMENT SHALL BE EXCLUSIVELY TARRANT COUNTY, TEXAS.
Section 12.07. Any waiver by any party of any violation of, breach of, or
default under any provision of this Agreement shall not be construed as or
constitute a waiver of any subsequent violation, breach of, or default under
such provision or a waiver of any such party's rights under any provision of
this Agreement.
Section 12.08. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
Section 12.09. The parties to this Agreement covenant to act in good
faith in the implementation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed to be effective as of the 25th day of February, 1997.
BUYER:
RESULTS BEDFORD, INC.
a Texas corporation
By: /s/ T. Xxxx Xxxx
T. XXXX XXXX
Agent and Attorney-in-Fact
SELLER:
STRONGHOLD, INC.
a Texas corporation
By: /s/ Xxxxxxx XxXxxx
XXXXXXX XXXXXX
President
GUARANTOR:
By: /s/ Xxxxxxx XxXxxx
XXXXXXX XXXXXX
ASSET PURCHASE AGREEMENT
(tjc/1173-5p3.agr) Page 14
EXHIBIT "A"
FAMILY FITNESS EXCHANGE
INVENTORY CONTROL SHEET
ITEM NAME ......................................... QUANTITY
MAROON BLINDS/PER WINDOW ....................................... 18
CHAIRS ......................................... 58
COUCHES ........................................ 8
ROUND TABLES ........................................ 13
DESKS ........................................ 9
COMPUTERS ........................................ 2
TELEPHONES ......................................... 12
FILING CABINETS ....................................... 9
TOWELS ......................................... 203
AEROBIC EQUIPMENT ................................ SHEET ATTACHED
*STAIR STEPPERS ....................................... 6
*TREADMILLS ........................................ 6
*CARDIO BIKES ....................................... 12
*AEROBIC STEPS & RISERS ...................................... 23 & 92
REFRIGERATOR ........................................ 2
FREEZER ........................................ 1
PARAMOUNT EQUIPMENT ...................................SHEET ATTACHED
FREE WEIGHTS ....................................SHEET ATTACHED
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EKA) PAGE 1
DUMBBELLS ..... ................. 1
CEILING FANS ............... 13
REGISTER ................ 1
MICROWAVE ................. 1
STOVE ................. 1
OVEN ................ 1
BASKETBALLS ................ 10
RACQUETBALLS & RACQUETS ............... 50 & 3
SOCCER BALLS ............... 4
LADDERS ................. 2
WOODEN SHELVES ............... 4
DRY SAUNAS ................ 2
LOCKER ROOM BENCHES ............... 14
LOCKERS ................. 520
STEAM ROOMS ................ 2
SHOWER CURTAINS ................ 5
SOAP DISPENSERS ................ 15
PAPER TOWEL HOLDERS ............... 5
RED LOCKER ROOM MATS .............. 200
NURSERY BEDS W/MATTRESSES ............... 4
DRESSERS ................ 1
THUMB TACK BOARDS ................ 3
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 2
CHANGING TABLES ....................................... 2
NURSERY READING BOOKS ...................................... 85
NURSERY MOVIE TAPES ...................................... 58
TRASH CANS ....................................... 13
POOL CHAIRS ....................................... 18
CLOCKS ....................................... 5
TELEVISIONS ....................................... 2
PLANTS ....................................... 7
SHOWER CHAIRS ....................................... 3
3-HOLE PAPER PUNCH ...................................... 1
WALL PICTURES ....................................... 15
WASHING MACHINE ....................................... 1
DRYER ........................................ 1
TIME CLOCK ....................................... 1
SILVER METAL SUPPLY SHELVES ..................................... 5
HANGING SHOWER CADDIES ....................................... 4
*COPY MACHINE ....................................... 1
*VIDEO GAMES ...................................... 5
*COFFEE POT ....................................... 1
*COLD DRINK MACHINES ..................................... 6
*BLACK FLOOR MATS/RUGS ..................................... 14
*CANDY MACHINES ....................................... 9
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
"A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 3
*SNACK/VENDING MACHINE ....................................... 2
PAPER CUTTER ........................................ 1
STAPLER .......................................... 5
TAPE DISPENSERS ......................................... 5
LAMPS .......................................... 2
*CREDIT CARD TERMINAL ........................................ 1
*CREDIT CARD PRINTER ....................................... 1
COMPUTER MOUSE ........................................ 1
ELECTRIC PENCIL SHARPENER ........................................ 1
BLUE ROLLING DESK CHAIRS ....................................... 7
FLOOR MOPS ......................................... 2
BROOMS ......................................... 1
DUST PANS .......................................... 1
COMPUTER KEYBOARDS ........................................ 2
POOL HEATER ......................................... 1
POOL PUMP .......................................... 1
SPA HEATER ......................................... 1
SPA PUMP ......................................... 1
INDOOR POOL ......................................... 1
INDOOR SPA/HOT TUB ........................................ 1
HIGH CHAIRS ......................................... 2
BABY WALKERS .......................................... 5
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 4
WALL LENGTH COAT RACK
CHILDREN'S PICNIC TABLES ........................................ 4
WHITE LOUNGE BENCHES ........................................ 3
BABY SWINGS ......................................... 3
WATER HOSE .......................................... 1
PODIUM .......................................... 1
WINDOW CURTAINS ........................................ 9
ROCKING CHAIRS ......................................... 2
POTTY CHAIR ......................................... 1
DIAPER GENIE ......................................... 2
CHILDREN'S SLIDE CENTER ....................................... 1
AEROBIC EQUIPNENT .......................................... QUANTITY
RADIO ......................................... 1
BLUE AB MATS ......................................... 16
YELLOW BANDS ......................................... 9
GREEN BANDS ......................................... 12
WEIGHT BELTS ......................................... 3
RECHARGEABLE BATTERIES ........................................ 2
1-LB. DUMBBELL ......................................... 22
2-LB. DUMBBELL ......................................... 16
5-LB. DUMBBELL ......................................... 8
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 5
8-LB. DUMBBELL ................................................. 1
10-LB. DUMBBELL ................................................ 5
12-LB. DUMBBELL ............................................... 2
15-LB. DUMBBELL ............................................... 2
20-LB. DUMBBELL ............................................... 2
25-LB. DUMBBELL ............................................... 2
30-LB. DUMBBELL ............................................... 2
35-LB. DUMBBELL ............................................... 4
40-LB. DUMBBELL ............................................... 3
45-LB. DUMBBELL ............................................... 2
50-LB. DUMBBELL ............................................... 2
55-LB. DUMBBELL ............................................... 2
60-LB. DUMBBELL ............................................... 2
65-LB. DUMBBELL ............................................... 2
70-LB. DUMBBELL ............................................... 2
75-LB. DUMBBELL ............................................... 2
85-LB. DUMBBELL ............................................... 2
100-LB. DUMBBELL ................................................. 2
PARAMOUNT EQUIPMENT QUANTITY
LEG SLED 1
ROMAN BENCH 1
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 6
INNER THIGH ............................... 1
OUTER THIGH
MULTI HIP ................................. 1
ABDOMINAL ................................. 1
LEG CURL .................................. 1
LEG EXTENSION ............................. 1
CALF RAISE
2
LEG PRESS ................................. 1
SEATED ROW ................................ 1
LAT PULL .................................. 1
ROTARY TORSO .............................. 1
DELTOID ................................... 1
SHOULDER PRESS ............................ 1
SEATED CHEST .............................. 1
VERTICAL BUTTERFLY ........................ 1
BICEP CURL ................................ 1
PULLEY SEATED ROW ......................... 1
XXXXX MACHINE ............................. 1
ADJUSTABLE INCLINE BENCH .................. 1
ABDOMINAL LIFT ............................ 1
DECLINE BENCH ............................. 1
INCLINE BENCH ............................. 1
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 7
BENCH PRESS ....................................... 2
PREACHER CURL ....................................... 1
ADJUSTABLE DECLINE BENCH ....................................... 1
SQUAT MACHINE ....................................... 1
ADJ. SIT-UP BOARD ....................................... 1
WEIGHT PLATES ......................................... QUANTITY
POWER RACK ........................................ 1
VERTICAL WEIGHT PLATE RACK ...................................... 2
DOUBLE D.B. RACK ........................................ 2
2-1/2 LB ......................................... 8
5-LB ......................................... 16
10-LB .......................................... 25
25-LB .......................................... 10
35-LB .......................................... 6
45-LB .......................................... 14
100-LB ......................................... 4
*CURRENTLY BEING LEASED
*NOT OWNED BY FAMILY FITNESS EXCHANGE
MARCH 19, 1997
EXHIBIT "A"
FAMILY FITNESS EXCHANGE INVENTORY CONTROL SHEET
(TJC/1173.EXA) PAGE 8
EXHIBIT B
PERSONAL ASSETS OF XXX XXXXXX
486 Compudyne Personal Computer
Laser printer
Fax machine
Credit card swipe machines
Photographs of Xxx XxXxxx and family
EXHIBIT B SOLO
PAGE
(TJC/1173.B)
