STOCK PURCHASE AGREEMENT
Dated: April 30, 2003
National Management Consulting Inc., the Sole Shareholder of
Humana Trans Services Group, Ltd., a New York corporation
To
Humana Trans Services Holding Corp., a Delaware corporation
STOCK PURCHASE AGREEMENT
Stock Purchase Agreement, dated as of April 30, 2003, between NATIONAL
MANAGEMENT CONSULTING INC., a Delaware corporation located at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("NMC") and HUMANA TRANS SERVICES
HOLDING CORP., its subsidiaries, affiliates and successors and assigns, a
Delaware corporation located at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
16801(the "Purchaser").
RECITALS
WHEREAS, Humana Trans Services Group, Ltd., a New York corporation
(the "Company") is presently engaged in the business of providing transportation
related services to a range of companies and the Company is a wholly-owned
subsidiary of NMC; and
WHEREAS, NMC is the sole shareholder of the Company reflected by
Company stock certificate No. 100 in the amount of 4,538,445 shares and the
Purchaser wishes to purchase all the shares of the Company reflected by such
certificate from NMC; and
WHEREAS, NMC desires to sell its shares of the Company to the Purchaser
for a purchase price of $255,000 of which $25,000 will be paid at the closing
and the balance of $230,000 shall be paid pursuant to the terms of that certain
secured promissory note ("Purchaser's Note") and additional consideration as
more fully set forth herein (shares of common stock of the Company owned by NMC
are hereinafter referred to as the "Shares"); and
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("JWZ") is presently employed by the Company
pursant to that certain employment agreement dated as of March 1, 2003 (the "JWZ
Employment Agreement"), is the principal officer and shareholder of the
Purchaser, and JWZ also presently owns 2,250,000 shares of common stock of NMC;
and
WHEREAS, JWZ and the Company have agreed to terminate the JWZ
Employment Agreement and as part of such termination, JWZ will return 1,750,000
shares of common stock of NMC owned by JWZ to NMC, waive any right to proceeds
of shares of NMC common stock held by ▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C. (which shares were
previously owned by JWZ or Sentry Capital Management, Inc.) and procure release
of NMC from any obligation to deliver any shares of the Company's common stock
to Company employees (the "Settlement Agreement"); and
WHEREAS, in conjunction with the Purchaser's acquisition of the Shares,
JWZ will enter into a consulting agreement with NMC to provide introductions on
a non-exclusive basis to NMC with regard to a variety of potential corporate
transactions with compensation to be set forth in such consulting agreement (the
"Consulting Agreement").
NOW THEREFORE, in consideration of the mutual covenants and
undertakings and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties, intending to be bound, agree as follows:
ARTICLE I
PURCHASE, SALE AND TERMS OF SHARES
1.1 PURCHASE AND SALE. NMC agrees to sell and Purchaser agrees to
purchase all but not less than all of the Shares on the terms and subject to the
conditions hereinafter set forth.
1.2 TERMS. The Purchaser shall pay the following consideration and
execute the following agreements or deliver the following consents in exchange
for the Shares:
A. Purchase price of $255,000(the "Purchase Price") of which the sum of
$25,000 shall be payable at the Closing (as defined below);
B. Balance of the Purchase Price of $230,000 to be paid with interest at
ten percent (10%) per annum and mandatory prepayment as more fully set
forth in that certain secured promissory note to be duly executed and
delivered by Purchaser at the Closing in substantially the form
annexed hereto as Exhibit A(the "Secured Promissory Note) which
Secured Promissory Note. The obligations of the Purchaser under the
Secured Promissory Note shall be secured by all of the shares of
common stock owned by JWZ in the following companies: (i) NMC; (ii)
Dominix, Inc., a Delaware corporation; (iii) ▇▇▇▇▇▇.▇▇▇, Inc., a
Delaware corporation; and (iv) the Shares (collectively, the "Pledged
Shares"). The Purchaser shall deliver the Pledged Shares at the
Closing to be held in escrow pursuant to an escrow agreement and a
pledge agreement to be duly executed and delivered by the Purchaser
and JWZ at the Closing in substantially the form annexed hereto as
Exhibits B and C, respectively (the "Escrow Agreement" and the "Pledge
Agreement" and together with the Consulting Agreement, Secured
Promissory Note, and the Settlement Agreement shall be collectively
referred to as the "Ancillary Agreements"); and
C. Written irrevocable instructions by the Purchaser and acknowledgment
of the financial institution factoring the Company's account
receivables (the "Factor") to make the required weekly payments of
principal and interest under the Secured Promissory Note to NMC by
wire transfer to the extent of available funds held on the Company's
behalf, accepted and acknowledged by such factor in the form of
acknowledgement attached hereto as Exhibit D (the "Factor
Acknowledgement"); and
D. Written waiver of JWZ and any members of JWZ's family to any right to
receive any shares of NMC or proceeds of any shares of NMC common
stock owned or held by ▇▇▇▇▇▇▇ ▇▇▇▇▇, P.C. on JWZ or Sentry Capital
Management Inc.'s behalf (the "Waiver");
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E. Written releases by any employees of the Company, including ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ to release NMC from any obligation to issue or deliver any
shares of NMC to such employees (the "Release").
1.3 THE CLOSING. The Closing shall take place at the offices of NMC, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ on or about April
30, 2003 (the "Closing Date"), or such other date and place as the
parties shall agree to in writing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Representations by the Purchaser. The Purchaser makes the
following representations and warranties to NMC:
A. ACCESS TO INFORMATION The Purchaser, in making the decision
to purchase the Shares has had full access to information
regarding the Company and has made its own independent
investigation of the Company and acknowledges that JWZ has
been involved, and is involved, in the operations of the
Company to a significant extent. JWZ is an officer of the
Company and has had access to all information that the
Purchaser considers necessary in connection with its decision
to purchase the Shares.
B. SOPHISTICATION AND KNOWLEDGE. The Purchaser, and/or its
representatives, including JWZ, has such knowledge and
experience in financial and business matters that it can
represent itself and is capable of evaluating the merits and
risks of the purchase of the Shares.
C. AUTHORITY. The Purchaser has been duly incorporated and is
validly existing and in good standing under the laws of the
State of Delaware and has the requisite corporate power and
authority necessary to own its properties and to conduct its
business as presently conducted. The Purchaser is duly
qualified to transact business as a foreign corporation and is
in good standing in every jurisdiction in which the failure to
so qualify would have a material adverse effect on the
operations or financial condition of the Purchaser. The
Purchaser has full right and power to enter into and perform
pursuant to this Agreement and the Ancillary Agreements and
make an investment in the Company, and this Agreement and the
Ancillary Agreements constitute the Purchaser's valid and
legally binding obligations, enforceable in accordance with
their terms. The Purchaser is authorized and otherwise duly
qualified to purchase and hold the Shares and to enter into
this Agreement and the Ancillary Agreements. Purchaser has
complied with all applicable regulations and orders in
connection with the execution, delivery and performance of
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this Agreement and the Ancillary Agreements, and the
transactions contemplated hereby and thereby. Purchaser is not
required to submit any notice, report, or other filing with
any governmental authority in connection with such Purchaser's
execution or delivery of this Agreement, and the Ancillary
Agreements nor the consummation of the transactions
contemplated hereby. No authorization, consent, approval,
exemption or notice is required to be obtained by Purchaser in
connection with the execution, delivery, and performance of
this Agreement and the Ancillary Agreements or the
transactions contemplated hereby.
D. BROKERS OR FINDERS. No person has or will have, as a result
of the transactions contemplated by this Agreement or the
Ancillary Agreements, any right, interest or valid claim
against or upon NMC or the Company for any commission, fee or
other compensation as a finder or broker because of any act or
omission by such Purchaser or its agents, including JWZ.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF NMC
REGARDING THE COMPANY
NMC makes the following representations and warranties to Purchaser
regarding the Company as of the date hereof and as of the Closing Date, unless a
different date is specifically provided herein.
3.1 ORGANIZATION AND STANDING. The Company has been duly
incorporated and is validly existing and in good standing
under the laws of the State of New York and has the requisite
corporate power and authority necessary to own its properties
and to conduct its business as presently conducted. The
Company is duly qualified to transact business as a foreign
corporation and is in good standing in every jurisdiction in
which the failure to so qualify would have a material adverse
effect on the operations or financial condition of the
Company.
3.2 SHAREHOLDERS. NMC is the sole shareholder of the Company.
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3.3 BROKERS OR FINDERS. NMC has not agreed to incur, directly or
indirectly, any liability for brokerage or finders' fees,
agents' commissions or other similar charges in connection
with this Agreement, the Ancillary Agreements or any of the
transactions contemplated hereby or thereby.
3.4 AUTHORIZATION. NMC has full right and power to enter into and
perform pursuant to this Agreement and this constitutes NMC's
valid and legally binding obligations, enforceable in
accordance with its terms. NMC is authorized and otherwise
duly qualified to sell the Shares and to enter into this
Agreement and the Ancillary Agreements to which it is a party.
NMC has complied with all applicable regulations and orders in
connection with the execution, delivery and performance of
this Agreement and the Ancillary Agreements to which it is a
party, and the transactions contemplated hereby and thereby.
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3.5 NMC (a) is the sole record and beneficial owner of the Shares
set forth it the above recitals, which recital is incorporated
herein, free and clear of all liens or encumbrances, save as
disclosed in this Agreement and (b) has sole managerial and
dispositive authority with respect to such Shares. All proxies
granted with respect to the Shares have been validly revoked.
Upon delivery to NMC by Purchaser of the sum of $25,000
representing the portion of the purchase price of $255,000 for
the Shares due at Closing and the duly executed Ancillary
Agreements and this Agreement at the Closing, together with
the Returned Shares and the requisite consents and releases
set forth in Article I above, NMC will convey the Shares, and
Purchaser will own and hold, good and marketable title to the
Shares, free and clear of any and all liens or contractual
restrictions or limitations that NMC created or suffered to
exist except those under the securities laws. Notwithstanding
the foregoing, NMC makes no representation to Purchaser
concerning any lien or contractual restriction or limitation
that JWZ, acting in his capacity as an officer of the Company,
created or had notice prior to the date of this Agreement.
ARTICLE IV
CLOSING DELIVERIES
4.1 DELIVERIES BY PURCHASER. At the Closing, Purchaser shall
deliver to NMC:
a. the sum of $25,000 by wire transfer in collected funds or make payment
in the form of bank or certified check made payable to NMC.
b. the Pledged Shares to the Escrow Agent.
c. the duly executed Secured Promissory Note.
d. the duly executed Pledge Agreement.
e. the duly executed Escrow Agreement.
f. the duly executed Consulting Agreement.
g. the duly executed Settlement Agreement.
h. the duly executed Factor Acknowledgement.
i. the duly executed Waiver.
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j. the duly executed Release and any other agreements, documents and
instruments reasonably requested by Purchaser to effectuate the
transactions contemplated in this Agreement.
4.2 DELIVERIES BY NMC. At the Closing, in addition to any other
documents or agreements required under this Agreement, NMC
shall deliver to Purchaser the following:
a. Certificates, in genuine and unaltered form, representing all of
the Shares owned by NMC, duly endorsed in blank or accompanied by
duly executed stock powers endorsed in blank, for transfer to
Purchaser.
b. the duly executed Pledge Agreement.
c. the duly executed Consulting Agreement.
d. the duly executed Settlement Agreement and any other agreements,
documents and instruments reasonably requested by Purchaser to
effectuate the transactions contemplated in this Agreement.
e. The duly executed Escrow Agreement.
ARTICLE V
SURVIVAL OF TERMS; INDEMNIFICATION
5.1 SURVIVAL; KNOWLEDGE. All of the terms and conditions of this
Agreement, together with the representations, warranties and
covenants contained herein or the Ancillary Agreements or in any
instrument or document delivered or to be delivered pursuant to
this Agreement, shall survive the execution of this Agreement and
the Closing notwithstanding any investigation heretofore or
hereafter made by or on behalf of any party hereto; provided,
however, that (i) the agreements and covenants set forth in this
Agreement shall survive and continue until all obligations set
forth therein shall have been performed and satisfied; and (ii)
all representations and warranties shall survive and continue
until eighteen (18) months from the Closing Date (the
"Anniversary Date"), except for representations and warranties
for which a claim for indemnification hereunder (an
"Indemnification Claim") shall be pending as of the Anniversary
Date, in which event such representations and warranties shall
survive with respect to such Indemnification Claim until the
final disposition thereof.
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5.2 INDEMNIFICATION BY NMC. NMC shall indemnify, defend and hold
harmless Purchaser and each of the officers, directors,
employees, shareholders, attorneys, accountants, partners,
representatives, agents, successors and assigns of the foregoing
(each an "Purchaser Indemnified Party" and collectively, the
"Purchaser Indemnified Parties"), at all times after the date of
this Agreement, from and against any liabilities, damages,
losses, claims, liens, costs, or expenses (including reasonable
attorney's fees) of any nature (any or all of the foregoing are
hereinafter referred to as a "Loss") insofar as a Loss or any
action in respect thereof, whether now existing or accruing prior
to or subsequent to the Closing, which arises out of or is based
solely on any express misrepresentation (or alleged express
misrepresentation), breach (or alleged breach) of any of the
express warranties, express representations or covenants made by
NMC in this Agreement or solely with respect to any adjustments
made by NMC regarding payroll taxes paid by the Company for the
period from January 1, 2003 through April 30, 2003 not to exceed
thirty thousand dollars ($30,000), provided that such indemnity
shall not extend to claims that JWZ had knowledge of prior to the
date of this Agreement excluding the indemnity claim for unpaid
payroll taxes.
5.3 INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify, defend
and hold harmless NMC, its officers, directors, employees,
representatives, agents, successors and assigns of NMC(each a
"Seller Indemnified Party" and collectively, the "Seller
Indemnified Parties"), at all times after the date of this
Agreement, from and against any liabilities, damages, losses,
claims, liens, costs, or expenses (including reasonable
attorney's fees) of any nature (any or all of the foregoing are
hereinafter referred to as a "Loss") insofar as a Loss or any
action in respect thereof, whether now existing or accruing prior
to or subsequent to the Closing, which arises out of or is based
on any claim that unpaid payroll taxes are due for the period
from January 1, 2003 through April 30, 2003 for employees then on
the Company payroll, and any misrepresentation (or alleged
misrepresentation), breach (or alleged breach) of any of the
warranties, representations or covenants made by Purchaser in
this Agreement, the Ancillary Agreements or in any certificate,
schedule, document attached hereto or delivered pursuant to this
Agreement.
5.4 THIRD PARTY CLAIMS. Except as otherwise provided in this
Agreement, the following procedures shall be applicable with
respect to indemnification for third party claims against NMC
(the "Claims").
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a. Promptly after receipt by NMC (hereinafter the "Indemnitee") of
notice of the commencement of any (a) tax audit or proceeding for
the assessment of Tax by any taxing authority or any other
proceeding likely to result in the imposition of a Tax liability
or obligation, or (b) any action or the assertion of any Claim,
liability or obligation by a third party against which Claim,
liability or obligation the Purchaser (hereinafter the
"Indemnitor") is, or may be, required under this Agreement to
indemnify such Indemnitee, the Indemnitee will, if a Claim thereon
is to be, or may be, made against the Indemnitor, notify the
Indemnitor in writing of the commencement or assertion thereof and
give the Indemnitor a copy of such Claim, process and all legal
pleadings. The Indemnitor shall have the right to participate in
the defense of such with counsel of reputable standing. The
Indemnitor shall have the right to assume the defense of such
action unless such action (i) may result in injunctions or other
equitable remedies in respect of the Indemnitee or its business;
(ii) may result in liabilities which, taken with other then
existing Claims under this Article V, would not be fully
indemnified hereunder; or (iii) may have an adverse impact on the
business or financial condition of the Indemnitee after the
Closing Date (including an effect on the Tax liabilities, earnings
or ongoing business relationships of the Indemnitee). The
Indemnitor and the Indemnitee shall cooperate in the defense of
such Claims. In the case that the Indemnitor shall assume or
participate in the defense of such audit, assessment or other
proceeding as provided herein, the Indemnitee shall make available
to the Indemnitor all relevant records and take such other action
and sign such documents as are necessary to defend such audit,
assessment or other proceeding in a timely manner.
b. Upon judgment, determination, settlement or compromise of any
third party Claim, the Indemnitor shall pay promptly on behalf of
the Indemnitee, and/or to the Indemnitee in reimbursement of any
amount theretofore required to be paid by it, the amount so
determined by judgment, determination, settlement or compromise,
unless in the case of a judgment an appeal is made from the
judgment, plus all other Claims of the Indemnitee with respect
thereto (including legal fees and expenses). If the Indemnitor
desires to appeal from an adverse judgment, then the Indemnitor
shall post and pay the cost of the security or bond to stay
execution of the judgment pending appeal. Upon the payment in full
by the Indemnitor of such amounts, the Indemnitor shall succeed to
the rights of such Indemnitee, to the extent not waived in
settlement, against the third party who made such third party
Claim.
c. Prior to paying or settling any Claim against which an
Indemnitor is, or may be, obligated under this Agreement to
indemnify an Indemnitee, the Indemnitee must first supply the
Indemnitor with a copy of a final court judgment or decree holding
the Indemnitee liable on such claim or failing such judgment or
decree, and must first receive the written approval of the terms
and conditions of such settlement from the Indemnitor. An
Indemnitor shall have the right to settle any Claim against it or
as to which it has assumed the defense, subject to the prior
written approval of the Indemnitee, which approval shall not be
unreasonably withheld provided that such settlement involves only
the payment of a fixed sum which the Indemnitor is obligated to
pay and does not include any admission of liability or other such
similar admissions by or related to Indemnitee with respect to
such Claim.
d. An Indemnitee shall have the right to employ its own counsel in
any case, but the fees and expenses of such counsel shall be at
the expense of the Indemnitee unless: (i) the employment of such
counsel shall have been authorized in writing by the Indemnitor in
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connection with the defense of such action or Claim; (ii) the
Indemnitor shall not have employed, or is prohibited under this
Section 5.1 from employing, counsel in the defense of such action
or Claim; or (iii) such Indemnitee shall have reasonably concluded
that there may be defenses available to it which are contrary to,
or inconsistent with, those available to the Indemnitor, in any of
which events such fees and expenses of not more than one
additional counsel for the indemnified parties shall be borne by
the Indemnitor.
ARTICLE VI
MISCELLANEOUS
6.1 NO WAIVER; CUMULATIVE REMEDIES. No failure or delay on the
part of any party to this Agreement in exercising any right,
power or remedy hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof
or the exercise of any other right, power or remedy hereunder.
The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.
6.2 AMENDMENTS, WAIVERS AND CONSENTS. Any provision in the
Agreement to the contrary notwithstanding, and except as
hereinafter provided, changes in, termination or amendments
of or additions to this Agreement may be made, and
compliance with any covenant or provision set forth herein
may be omitted or waived, if NMC shall obtain consent
thereto in writing from the Purchaser. Any waiver or consent
may be given subject to satisfaction of conditions stated
therein and any waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given.
6.3 ADDRESSES FOR NOTICES. All notices, requests, demands and
other communications provided for hereunder shall be in
writing (including telegraphic communication) and mailed,
telegraphed or delivered to each applicable party at the
address set forth on the first page of this Agreement or at
such other address as to which such party may inform the other
party in writing in compliance with the terms of this Article.
All such notices, requests, demands and other communications
shall be considered to be effective when delivered.
6.4 COSTS, EXPENSES AND TAXES. All parties shall bear their own
expenses incurred in the negotiation of this Agreement and the
Ancillary Agreements.
6.5 EFFECTIVENESS; BINDING EFFECT; ASSIGNMENT. This Agreement
shall be binding upon and inure to the benefit of NMC, the
Purchaser and their respective successors and assigns;
PROVIDED, that, neither party to this Agreement may assign any
of its rights or obligations under this Agreement without the
prior written consent of the counter-party to this Agreement.
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6.6 PRIOR AGREEMENTS. The Agreement and the Ancillary Agreements
executed and delivered in connection herewith constitute the
entire agreement between the parties and supersede any prior
understandings or agreements concerning the subject matter
hereof.
6.7 SEVERABILITY. The provisions of the Agreement and the
Ancillary Agreements are severable and, in the event that any
court of competent jurisdiction shall determine that any one
or more of the provisions or part of a provision contained
therein shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision or
part of a provision of such Agreement or any Ancillary
Agreements and the terms thereof shall be reformed and
construed as if such invalid or illegal or unenforceable
provision, or part of a provision, had never been contained
herein, and such provisions or part reformed so that it would
be valid, legal and enforceable to the maximum extent
possible.
6.8 GOVERNING LAW; VENUE.
A. This Agreement shall be enforced, governed and construed in
accordance with the laws the State of New York or federal
securities law where applicable without giving effect to
choice of laws principles or conflict of laws provisions.
B. NMC and Purchaser hereby jointly waive one against the
other, and agree not to assert against either of them, or any
successor assignee thereof, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding, (i) any
claim that NMC or the Purchaser is not personally subject to
the jurisdiction of the state or federal courts located in the
State of New York, and (ii) to the extent permitted by
applicable law, any claim that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of any
such suit, action or proceeding is improper or that this
Agreement or the Ancillary Agreements may not be enforced in
or by such courts
6.9 HEADINGS. Article, section and subsection headings in this
Agreement are included herein for convenience of reference
only and shall not constitute a part of this Agreement for any
other purpose.
6.10 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement and in
the Ancillary Agreements or any other instrument or document
delivered in connection therewith, shall survive the execution
and delivery hereof or thereof.
6.11 COUNSEL. Each of the parties hereto represents that it, she or
he has consulted legal counsel in connection with this
Agreement, or has been given full opportunity to review this
Agreement with counsel of his, her or its choice prior to
execution thereof. The parties hereto waive all claims that
they were not adequately represented in connection with the
negotiation, drafting and execution of this Agreement. Each
party further agrees to bear its own costs and expenses,
including attorneys' fees, in connection with this Agreement
and the Ancillary Agreements. If any party initiates any legal
action arising out of or in connection with enforcement of
this Agreement or the Ancillary Agreements, the prevailing
party in such legal action shall be entitled to recover from
the other party all reasonable attorneys' fees, expert witness
fees and expenses incurred by the prevailing party in
connection therewith.
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6.12 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument, and any of the parties hereto may
execute this Agreement by signing any such counterpart.
6.13 FURTHER ASSURANCES AND BOOKS AND RECORDS. From and after the
date of this Agreement, upon the request of the Purchaser or
NMC, NMC and the Purchaser shall execute and deliver such
instruments, documents and other writings as may be reasonably
necessary or desirable to confirm and carry out and to
effectuate fully the intent and purposes of the Agreement and
the Ancillary Agreements. NMC shall be entitled to inspect the
books and records of the Company every three months during the
term of the Secured Promissory Note and Purchaser shall fully
cooperate in making such books and records available for NMC's
inspection, provided however, that NMC shall have the right to
inspect the payroll records of the Company on a monthly basis
and Purchaser shall fully cooperate in making such payroll
records available for NMC's inspection. NMC shall provide
Purchaser with written notice of its intent to undertake the
quarterly inspection of the Company's books and records
setting forth a business day to commence the inspection and
the Purchaser shall fully cooperate with such inspection,
provided that NMC shall not be required to provide any written
notice with respect to inspection of the payroll records and
the Purchaser shall provide NMC with relevant payroll records
or copies thereof as requested by Purchaser. This covenant by
Purchaser to make available the books and records of the
Company for NMC's inspection is a material part of the
consideration for NMC's entering into this Agreement.
[REST OF PAGE LEFT INTENTIONALLY BLANK]
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[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase
Agreement to be executed as of the date first above written.
National Management Consultants, Inc.
By: ___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Humana Trans Services Holding Corp.
By:__________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and President
