EXHIBIT 2.1
AGREEMENT
This Agreement is by and between Environmental Alternatives, Inc., a
Vermont corporation, (hereinafter "EAI"), including its successors and assigns
and Safe Alternatives Corporation of America, Inc., a Florida corporation,
including its successors and assigns, officers, directors, employees, servants,
agents, and those acting upon its behalf (hereinafter "SACA"). This Agreement is
dated as of June 30,2002.
WHEREAS, SACA desires to sell all of its assets, including but not
limited to its equipment, name and its various lines of business; and,
WHEREAS, SACA has certain outstanding creditors and adverse judgments
entered against it; and,
WHEREAS, EAI desires to purchase SACA's assets, including but not
limited to its equipment, name and its various lines of business;
NOW, THEREFORE, for good and valuable consideration as set forth
herein, EAI and SACA agree as follows:
1. EAI hereby assumes and specifically agrees to indemnify and
hold SACA harmless from any and all claims, causes of action,
or other liabilities, including but not limited to interest,
costs, expenses, disbursements and attorneys' fees, that
could, may or does attach to SAGA as of the date of this
Agreement in, as a result of, or in any way related to any of
SACA's obligations to its creditors and all adverse judgments
entered against SACA except any obligations that SACA may have
to the following as of the date of this Agreement:
A. Continental Stock Transfer and Trust Company;
X. Xxxxx, Xxxxxx, Xxxxxx & Company, L.L.P.;
C. Arab Commerce Bank; and,
D. Settlement amounts due upon the completion of a
merger or other combination of SACA and another
company.
2. In exchange for EAI's assumption of liabilities and agreement
to indemnify and hold SAGA harmless from the liabilities set
forth in Paragraph 1, SACA hereby sells, transfers and assigns
all of its assets, including but not limited to its equipment
and various lines of business to EAI.
3. In addition, and in exchange for EAI's assumption of
liabilities and agreement to indemnify and hold SACA harmless
from the liabilities set forth in Paragraph 1, SACA further
agrees that in a contract to merge or otherwise combine with
another company that it will contract with the other company
to assign the name "Safe Alternatives Corporation of America,
Inc." to EAI.
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BY THEIR SIGNATURES BELOW, EACH PARTY HERETO ACKNOWLEDGES THAT THIS
AGREEMENT AFFECTS ITS LEGAL RIGHTS, HAS READ THIS AGREEMENT, AND HAS HAD AN
OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH AN ATTORNEY.
Safe Alternatives Corporation of America, Inc.
Dated: 9/17/02 /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Director, Officer and Shareholder
Dated: 9/9/02 Environmental Alternatives, Inc.
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By /s/ Xxxxxxx X. Xxxxxxx
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Its President
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