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EXHIBIT 10.33
VENTURI TECHNOLOGY ENTERPRISES, INC.
0000 Xxxxx Xxxxx Xxxxxx
Xxxx, Xxxx 00000
July 22, 1998
Disaster Plus
Xxx Xxxxx
000 Xxxx 0000 Xxxxx, #0
Xxxx, XX 00000
Re: Proposed acquisition of Assets of Xxx Xxxxx doing business as
Disaster Plus
Dear Rob:
This letter is to set forth the terms of our proposed acquisition of
Disaster Plus. 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 Xxx Xxxxx doing
business as Disaster Plus as the seller ("Seller").
Venturi hereby offers to purchase all of the tangible and intangible
assets owned by Sellers used in the Disaster Plus business located at 000 Xxxx
0000 Xxxxx, #0, Xxxx, XX 00000 (the "Business"), on the following terms and
conditions:
1. Purchase Price. Venturi's intention is to issue 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 Venturi.
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 Venturi's due diligence
investigation;
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D. delivery of customary legal opinions, closing
certificates and other documentation.
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, Blyle's entering into an
employment agreement with Venturi upon terms satisfactory to
Venturi.
5. Noncompetition Agreement. Venturi'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 31, 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 X. Xxxxxxx
President
AGREED AND ACCEPTED:
Rob doing business as Disaster Plus Corp.
[Bleyl]
By:/s/ Xxxxxx Xxxxx
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Its: President
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Date:
