ASSET PURCHASE AGREEMENT
_______________________________
THIS AGREEMENT (the "Agreement") made and entered on the date indicated
below as the execution date by the last of the parties hereto to execute same,
by and between Dac Technologies of America, Inc., an Arkansas corporation
(referred to herein as the "Seller"), and Dac Technologies of America, Inc., a
Florida corporation (referred to herein as the "Purchaser").
WITNESSETH:
WHEREAS, the Seller is the owner of all the assets, including
inventory, equipment and furniture of a business currently located at 0000 X.
00xx Xxxxxx, Xxxxx X, Xxxxxx Xxxx, Xxxxxxxx 00000 (the "Premises") in the
business of manufacturing (the "Business"), and
WHEREAS, subject to the terms and conditions set forth herein, the
Seller desires to sell to Purchaser, and Purchaser desires to buy from the
Seller, all right, title and interest in and to certain assets of the Seller
described in Section 1.1 hereof, with quiet enjoyment of the assets purchased
free of adverse claims from third parties.
NOW THEREFORE, in consideration of the promises hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser hereby agree as follows:
ARTICLE I
SALE AND PURCHASE OF ASSETS AND PAYMENT PROVISIONS
1.1 Sale and Transfer of Assets. Pursuant to the terms of this
Agreement, the Seller will, at the Closing, sell, assign, convey and transfer to
Purchaser free and clear of all liabilities, obligations, liens, charges and
encumbrances of whatsoever nature (except those expressly assumed by Purchaser
pursuant to this Agreement), all of the following assets of Seller used in
conducting the Business (collectively, the "Purchased Assets"):
(a) Personal Property. All the Seller's inventory, machinery, tools,
supplies, molds, and equipment used in the operation of the Business, including,
but not limited to, the personal property described on Exhibit "A", affixed
hereto and by this reference made a part hereof (hereinafter collectively
referred to as the "Personal Property").
(b) Accounts Receivable. All Sellers' accounts receivable, excluding
any receivables from any of the shareholders, but including the accounts
receivable which are listed on Exhibit "B", affixed hereto and by this reference
made a part hereof (the "Receivables").
(c) Miscellaneous Assets. All Seller's rights to certain advances to
its employees, as listed in the attached Exhibit "C", as well as its benefits
from certain prepaid expenses as listed in Exhibit "C" ("Miscellaneous Assets").
Purchaser acknowledges that it has and will receive an economic benefit from
these assets.
(d) All Cash, Bank Accounts and Deposits. All Seller's bank and saving
accounts, all cash on hand, xxxxx cash and deposits (the "Cash"), excluding the
purchase price as set forth in Article II.
(e) Contracts. All Seller's contracts which are listed on Exhibit "D",
affixed hereto and by this reference made a part hereof (the "Contracts"). No
contracts or leases, unless expressly made a part of Exhibit "D", or referenced
elsewhere in this Agreement are part of this Agreement.
(f) Business Records. All lists and records, names and addresses of all
clients, and all other business records of Seller necessary and essential for
the continued operation of the Business (the "Business Records"), provided,
Seller may maintain its accounting records for purposes of preparing its tax
returns, but agrees to deliver copies of such accounting records to Purchaser
upon request. Purchaser shall maintain any such Business Records delivered to
Purchaser and shall allow Seller reasonable access thereto for any reasonable
business purpose, and prior to destroying or discarding any such Business
Records, Purchaser shall notify Seller and either obtain its written consent, or
if requested by Seller, shall return such records to Seller prior to
destruction; and
(g) Intangible Rights. All trademarks, trade names and trade secrets of
Seller, if any, and logos, including all of Sellers right to the name "Dac
Technologies of America, Inc." (the Intangible Rights"), to the extent it may be
assigned.
The Personal Property shall be purchased in its AS-IS condition
and state of repair, and Seller disclaims any and all representations and
warranties, regarding the condition or state of repair thereof, including
any implied warranties or merchantability or fitness for any particular
purpose. Seller makes no warranty or representation regarding the
collectibility of the Accounts Receivable. Seller notes that the name "Dac
Technologies of America, Inc." has not been trademarked by Seller and
Seller makes no warranty or representation regarding rights to the name
"Dac Technologies of America, Inc." or other Intangible rights, if any,
other than noting that Seller has used the name "Dac Technologies of
America, Inc." as its corporate and business name since its inception and
has not received any notice of infringement from any third party with
respect to the use of such name.
1.2 No Liabilities Assumed. Except as specifically set forth in this
Agreement, Purchaser shall not assume any obligations or liabilities of any
nature of Seller, and the
parties acknowledge their intent that Purchaser shall not be deemed a "successor
corporation" to the Seller for any purpose.
ARTICLE II
PURCHASE PRICE
2.1 Consideration for Purchased Assets. As consideration for the conveyance
of the Purchased Assets, and representations, warranties, covenants and
agreements set forth in this Agreement by Seller, Purchaser shall pay and
deliver to Seller, or otherwise pay or agree to pay the following as the
purchase price of the Purchased Assets ("Purchase Price"), payable as follows:
(a) Cash at Closing. No cash will be required to be paid by Purchaser at
closing.
(b) Assumption of the Mercantile Notes. The Purchaser shall assume or pay
the balance (principal and accrued interest) of those promissory notes dated May
27, 1998 of the Seller due Mercantile Bank of Arkansas (the "Mercantile Notes")
at Closing. Seller warrants that the sum of the outstanding balance due on the
Mercantile Notes at Closing shall not be greater than $238,688.10, plus accrued
interest of $3,991.20.
(c) Assumption of CIT Group/Commercial Services, Inc. ("CIT") Factoring
Agreement. The Purchaser shall assume all obligations of the Seller under the
Seller's CIT Factoring Agreement dated April 10, 1995, including any amendments
thereto. This assumption also includes the outstanding loan balance due to CIT,
that Seller warrants that the sum shall not exceed $292,657.76 at Closing.
(d) Assumption of Accounts Payable, Tax Payables and Payroll Tax Payables.
The Purchaser shall assume or pay the balance, at Closing, of the accounts
payable, personal property taxes and payroll tax payables which are currently
due and have been incurred in the normal course of business of the Seller
(collectively, the "Accounts Payable"), including, without limitation, the
payables listed on Exhibit "E" attached hereto and incorporated herein by
reference.
ARTICLE III
ADDITIONAL COVENANTS OF PARTIES
3.1 Use of Corporate Name. The Seller hereby agrees to discontinue use of
the name "Dac Technologies of America, Inc." in the operation of its business.
Seller shall operate under some "doing business as" name that is not any
derivative of same. Seller agrees to change its corporate name or otherwise
provide whatever assistance is necessary
for the Purchaser to operate in the State of Arkansas as "Dac Technologies of
America, Inc.".
3.2 Indemnity For Assumed Liabilities. Purchaser agrees to fully, timely
and properly pay all of the Assumed Liabilities and to indemnify and hold Seller
harmless from and against any and all claims in respect hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller represents and warrants to the Purchaser as follows:
(a) Organization and Existence. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State of Arkansas
and has all requisite corporate power to carry on its business as now conducted.
Neither the character or location of the assets owned by the Seller, nor the
nature of the business transacted by it requires it to be qualified to do
business as a foreign corporation in any other jurisdiction.
(b) Subsidiary. No assets reflected in Seller's books and records as being
owned by Seller and used by Seller in its trade or business are owned by a
subsidiary or affiliated party.
(c) Title to Personal Properties. Except as otherwise noted on Exhibit "A",
the Seller is in actual or constructive possession of all of the personal
property which in the exercise of its reasonable business judgment it deems
necessary for the operation of its business as presently conducted. Seller has
good and marketable title to all of the personal property purported to be owned
by it, including without limitation, all personal property reflected on the
attached Exhibit "A", free and clear of all liens, encumbrances and
restrictions, including any conditional sale or other title retention agreement,
save and except any lien securing the Mercantile Notes and any rights, lien and
security interest in favor of CIT.
(d) Tax Matters. The parties acknowledge that Purchaser is assuming
currently due employment taxes and personal property taxes that are delinquent.
The Seller has, to the best of its knowledge, filed all tax returns and reports
required to be filed by it with the appropriate authorities. With the exception
of current year ad valorem taxes, there are no liens with respect to any tax
liability, including liens for which notice has not been filed.
(e) Other Agreements. Other than the Mercantile Notes, to the knowledge of
the Seller, there are no material agreements, notes, mortgages, leases, permits,
orders, judgments, or decrees to which the Seller is a party or by which it is
bound, which contain any provision which would be violated or contravened by, or
which would cause acceleration of any material obligation of the Seller as a
result of, or which would cause or
permit the forfeiture of any material right or benefit of the Seller by reason
of, the execution or performance of this Agreement by the Seller.
(f) Litigation. Except as otherwise noted on the Schedule of Litigation
attached hereto as Exhibit "F", to the knowledge of Seller, there are no claims,
actions, suits, proceedings or investigations pending against or affecting the
Seller, or its assets or properties, at law or in equity or before or by any
court or federal, state, municipal or other governmental department, commission,
board, agency or instrumentality. To the knowledge of Seller, the Seller is not
subject to any adverse continuing court or administrative order, writ,
injunction or decree applicable to it or to any of its assets, business or
property.
(g) Investigations. The Seller is currently undergoing an Internal Revenue
Service audit of its 1996 federal income tax return. In so much as the Seller is
an S-Corp for federal income tax purposes, the outcome of said audit will not
affect the assets, business or property of the Seller. To the knowledge of
Seller, there are no other investigations, audits, or other proceedings
threatened.
(h) No Broker. The Seller is not a party to or in any way obligated under
any contract or other agreement with any broker or finder with respect to, and
there are no outstanding claims against Seller for, the payment of any broker's
or finder's fee in connection with the origin, negotiation, execution or
performance of this Agreement.
(i) Authority of the Seller. The execution, delivery and performance by the
Seller of this Agreement and all other agreements contemplated herein to which
the Seller will be a party, have been or will by the Closing be, duly authorized
and approved by all requisite corporate action, including shareholder approval.
The Seller shall, at or prior to Closing, deliver to Buyer copies of the written
consents without a meeting of the Board of Directors and shareholders of Seller
authorizing and approving the transactions contemplated herein, such copies to
be certified by the Seller's Secretary as true and Correct. This Agreement and
such other agreements are the valid and binding obligations of Seller and
enforceable against it in accordance with their respective terms.
ARTICLE V
THE CLOSING
5.1 Closing and Effective Date. Closing of this Agreement (the "Closing")
shall be effective as of September 30, 1998 and shall occur at 2:00 pm on
December 28, 1998, or at such other time and date as may be mutually agreed
upon, in writing, by the parties hereto (the "Closing Date").
5.2 Place of Closing. Closing shall occur at the offices of Xxxxxx Xxxxxxxx
LLP, 000 Xxxx Xxxxx, Xxxxx X, Xxxxxx Xxxx, Xxxxxxxx 00000, or at such other
location as is agreeable to the parties hereto.
5.3 Deliveries by Seller to Purchaser at Closing. At the Closing, in
addition to those instruments described in Article I hereof, if any, Seller
shall deliver or cause to be delivered to Purchaser the following executed
instruments:
(a) Xxxx of Sale and Warranty. A Xxxx of Sale in customary form reasonably
acceptable to Purchaser's counsel to transfer to and perfect the title of
Purchaser in and to all Personal Property, Receivables, Intangible Rights and
Business Records.
(b) Additional Documents. All such further customary instruments and
documents as Purchaser may reasonably request to properly effect the conveyance,
assignment or transfer to Purchaser of any Purchased Assets.
5.4 Deliveries by Purchaser to Seller at Closing. At the Closing, Purchaser
will deliver to Seller:
(a) Purchase Price. The Purchase Price for the Purchased Assets; and
(b) Additional Documents. All such further customary instruments and
documents as Seller may reasonably request to properly effect this
transaction and the payment of the Purchase Price.
ARTICLE VI
BREACH AND DAMAGES
6.1 Breach. Each of the covenants, representations and warranties set forth
in this Agreement shall be continuous and shall survive the Closing and delivery
of the Purchased Assets, provided the representations and warranties of the
Seller set forth herein shall survive only for a period of twelve (12) months
following the Closing Date, and shall expire except to the extent written notice
of the claim is provided to Seller within twelve (12) months after the Closing
Date. Except for a willful or intentional breach, Seller's maximum aggregate
liability for breach of representation or warranty shall not exceed the Purchase
Price.
ARTICLE VII
MISCELLANEOUS
7.1 Binding Agreement; Assignment. This Agreement and the right of the
parities hereunder shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
7.2 Sales or Transfer Taxes. Purchaser shall pay all sales and use taxes,
if any, assessed in connection with the transactions contemplated herein and all
transfer,
recording or other such taxes or charges assessable on account of the
transactions contemplated herein.
7.3 Construction. Within this Agreement, the singular shall include the
plural and plural shall include the singular, and any gender shall include the
other gender, all as the meaning in the context of this Agreement shall require.
7.4 Waiver of Compliance. The failure of the parties hereto to comply with
any covenant or agreement herein or in any agreement attached hereto or referred
to herein may be expressly waived in writing, but such waiver or failure to
insist upon strict compliance with any obligation, covenant or agreement shall
not operate as a waiver of, or estoppel with respect to any subsequent or other
failure.
7.5 Entire Agreement. This Agreement, including the documents attached
hereto or referred to herein contains the entire understanding of the parties
with respect to the subject matter contained herein. There are no restrictions,
promises, warranties, representations, covenants or undertakings other than as
expressly set forth herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such matters.
7.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas.
7.7 Modification. No provisions of this Agreement or any agreement attached
hereto or referred to herein may be waived, changes or modified or discharges,
except by an agreement in writing signed by the party or parties against whom
enforcement of such waiver, change or modification, by whom discharge, is
sought.
7.8 Headings. The headings of the sections and articles of this Agreement
are inserted for convenience only and shall not constitute a part hereof.
7.9 Counterparts. This Agreement may be executed in one or more
counterparts, all of which together shall constitute one agreement.
7.10 Notices. Any notice, request, instruction or other document to be
given hereunder to any party shall be in writing and delivered personally or
sent by registered or certified mail, postage prepaid, return receipt requested.
IF TO SELLER: c/o Xxx Xxxxxxx
0000 X. 00xx Xxxxxx, Xxxxx X
Xxxxxx Xxxx, XX 00000
IF TO PURCHASER: c/o Xxxxx Xxxxx
0000 X. Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
7.11 Authority. Each of the undersigned personally warrant and represent
their individual authority to sign this Agreement in such capacity as such
signature is affixed hereto.
7.12 Expenses. Seller and Purchaser shall each pay their, its or his own
expenses, including, without limitation, counsel, accounting fees and expenses,
incident to the preparation and carrying out of this Agreement and the
consummation of the transactions contemplated herein and the exhibits hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in Little Rock, Pulaski County, Arkansas, on the dates indicated below,
effective as of September 30, 1998.
SELLER:
DAC TECHNOLOGIES OF AMERICA, INC.
BY:________________________________
TITLE:_____________________________
DATE OF EXECUTION:_________________
PURCHASER:
DAC TECHNOLOGIES OF AMERICA, INC.
BY:________________________________
TITLE:_____________________________
DATE OF EXECUTION:_________________
EXHIBIT "A" - Personal Property
FINISHED GOODS INVENTORY PARTS INVENTORY
Unit Extended Extended
Model# Cost #Units Cost Model #/Desc Unit Cost #Units Cost
ALR 111 2.38 5,472 13,023.36 German voice IC's 1.70 10,432.00 17,734.40
ALR 112A 2.56 3,082 7,889.92
BA 755 3.60 396 1,425.60 MAK795 keypad 1.25 7,324.00 9,155.00
CHR792 0.40 2,968 1,187.20
DAB 196 2.88 1,632 4,700.16 SWA03 camlocks 1.00 1,414.00 1,414.00
---------
GBC 048 3.79 153 579.87 28,303.40
---------
GUN 025 4.00 4,073 16,292.00
GWA 001 2.97 19,475 57,840.75
GWA 001 3.78 5,582 21,099.96
HCA 001 2.35 1,112 2,613.20
KAL 201 2.40 1,788 4,291.20
LHL 096 1.15 1,266 1,455.90
NBF 21B 2.82 2,750 7,755.00
NBF 21Y 2.82 428 1,206.96
PS 002 1.47 86 126.42
MA 795 11.58 298 3,450.84
MMA 068 2.85 1,430 4,075.50
XXX 000 5.07 609 3,087.63
PHR 793 0.69 3,876 2,674.44
PRO 015 3.00 1,222 3,666.00
RFA 028 7.26 348 2,526.48
XXX 000 3.41 281 958.21
RMC 795 3.09 192 593.28
RMC 03R 3.00 282 846.00
RVC 002 2.92 10 29.20
SAS 200 32.91 180 5,923.80
SWA 03 6.41 420 2,692.20
SWA03R 11.00 36 396.00
SBA 101 2.57 34,155 87,778.35
SBT 102 5.01 2,626 13,156,26
TEM 496 9.37 3 28.11
TCA 396 23.80 102 2,427.60
TCA 396N 17.60 29 510.40
TVP 095 1.10 0 0.00
WWM 296 1.40 9,444 13,221.60
CTP 101 1.09 270 294.30
CTP 106 0.76 255 193.80
FSZ 101 2.43 680 1,652.40
KAD 212 1.19 140 166.60
KAS 101 6.10 180 1,098.00
SWD 112 1.09 990 1,079.10
SWD 106 0.76 90 68.40
Seat Belt 2.43 87 211.41
SWS 101 2.43 40 97.20
AAD 6.06 140 848.40
TVP 6 ct coui 0.76 810 615.60
NBF 6 ct cou 0.76 835 634.60
Generic 6 ct 0.76 910 691.60
30 ct Pepper 3.00 385 1,155.00
Reserve for obsolesence (33,363.70)
-------------
(264,972.11)
EXHIBIT "A" - Personal Property
Furniture & Fixtures
Cost Accum Depr NBV
7/1/93 Furniture 4,483 2,352 2,131
-----
1/1/94 Conference table & chairs 1,580
1/1/94 Computer 2,598
2/1/94 Desk/chairs 3,589
4/1/94 Fax machine 496
7/1/94 (2) warehouse fans 1,129
7/1/94 Trade Show display 6,848
7/1/94 Trade Show display 33,409
10/1/94 Laser printer 635
11/1/94 Office chairs 625
------
1994 additions 50,909 21,636 29,273
------
7/1/95 Computer & equipment 969
7/1/95 Trade Show Display 12,539
7/1/95 Furniture 19,733
------
1995 additions 33,241 10,803 22,438
------
1/31/96 Trade Show Display 2,065
4/3/96 Horizon phone system 1,250
5/24/96 Computer 800
11/1/96 Trade Show Display 2,709
------
1996 additions 6,824 1,535 5,289
------
3/6/97 Computer 450
3/6/97 Office furn/desk 737
------
1997 additions 1,187 103 1,084
------ ------
9/30/98 96,644 36,429 60,215
------ ------
Molds
3/18/94 Key Alet 3,000
3/18/94 Silicone rubber keypad 1,818
5/4/94 12 keyboard alarm 4,700
5/13/94 4 cavity mold 8,000
8/29/94 New Key Alert 7,885
8/29/94 Modigy old Key Alert 1,282
10/24/94 Bike Alert 9,060
10/24/94 GWA 001 5,345
Other 3,669
------
1994 additions 44,759 19,023 25,736
------
3/27/95 NBF 9,000
4/25/95 SWAT 22,100
4/25/95 TVP 095 1,900
4/25/95 GUN 025 11,975
6/9/95 AAD 10,600
8/21/95 Strobe mockups 4,455
8/21/95 PRO 015 4,880
11/10/95 Motion alarm 16,400
11/24/95 Strobe alarms 3,955
Cost Accum Depr NBV
11/24/95 MMA 068 1,283
11/28/95 SGA028 3,335
11/28/95 MMA 068 4,525
12/22/95 TCA 13,638
------
1995 additions 108,046 35,115 72,931
1/29/96 WWM 296 2,225
2/26/96 RFC 3,750
DAB 196 1,425
4/22/96 TCA 14,350
4/24/96 GBC 038 2,475
5/23/96 XXX 000 4,400
------
1996 additions 28,625 6,441 22,184
1/17/97 CHR792 5,500
3/11/96 TEM496 3,900
4/17/97 RFA028 6,750
5/5/97 CHR792 3,300
5/16/97 LHL096 3,510
5/22/97 CHR792 2,200
6/23/97 LHL 096 2,340
------
1997 additions 27,500 3,438 24,062
------
SWA03R 9,000
New KAL 201 8,125
CHR792 12,014
PHR793 3,448
GL001 13,075
------
1998 additions 45,662 1,221 44,441
------ ------ -------
9/30/98 254,592 65,238 189,354
------ ------ -------
Display dies, artwork
7/1/94 1994 additions 16,212 6,890 9,322
------
7/1/95 1995 additions 12,684 4,121 8,563
------
1/3/97 865
1/30/97 2,535
------
1997 additions 3,400 425 2,975
------
Sterling Container 14,159
Diversified Graphics 4,585
------
1998 additions 18,744 703 18,041
------ ------ ------
9/30/98 51,040 12,139 38,901
------ ------ ------
EXHIBIT B - Receivables
Cust Customer Name Current 31 to 60 61 to 90 Over 90 Total
No. Days Days Days
------------------------------------------------------------------------------------------------------------------------
30050 CSK Auto, Inc. 16,072.49- 16,072.49-
30055 Spy Headquarters 1,014.87 1,014.87
------------------------------------------------------------------------------------------------------------------------
40001 Wal Mart Stores 91,869.51 23,459.10 16,485.60 1,145.11 132,959.99
40005 Samples 41.75 117.11 158.86
50037 Fry's Electronics, Inc. V#12012 5,068.62 2,843.16 54.72 143.04 8,109.54
------------------------------------------------------------------------------------------------------------------------
50485 Trader Sports 63.00- 63.00-
60100 Phoenix Systems, Inc. 797.55 797.55
90315 Airpress USA, Inc. 7,084.35 12,035.60 19,119.95
------------------------------------------------------------------------------------------------------------------------
90600 Jair Electronics Corp. 1,638.72 1,638.72
90645 Discount Auto Parts 6,674.58 7,323.84 4,401.54 18,399.96
90685 RES Marketing, Inc. 179.65 179.65
------------------------------------------------------------------------------------------------------------------------
90690 Home Shopping Network 8,820.00 8,820.00
100090 Bud K Worldwide, Inc. 4.34- 4.34-
100125 GLOBALEX International, Inc. 588.25 588.25
------------------------------------------------------------------------------------------------------------------------
110030 USC International 182.28 182.28
120035 CPC 418.75 185.40 604.15
130080 Xxxxxxxx Xx. X#000000 6,229.88 2,721.60 1,094.40 10,045.88
------------------------------------------------------------------------------------------------------------------------
130205 Faber Brothers 2,701.44 2,701.44
130290 Regent Products Corp. 2,900.68 2,900.68
160015 Payless Cashways, Inc. 2,590.44- 2,590.44-
------------------------------------------------------------------------------------------------------------------------
160025 WestWood Animal Hospital 107.11 107.11-
160045 Peavey Performance Systems 287.00 287.00
000000 Xxxxxxxxx Xxxxx 318.54 318.54
------------------------------------------------------------------------------------------------------------------------
170050 Faughteroy Supply, Inc. 224.54 224.54
170055 National Supply Co. 1,069.20 396.00 1,108.80 2,574.00
200065 Live Safe America 159.73 396.80- 237.07-
------------------------------------------------------------------------------------------------------------------------
200100 Sinai Hospital of Baltimore 1,148.16 806.16 288.00
210007 Serv-U Stores, Inc. 147.73 147.73
210140 JCNL Marketing 1,434.24 1,434.24
------------------------------------------------------------------------------------------------------------------------
220001 Kmart Corporation 6,588.00 4,617.00 11,205.00
220280 APAC Paper & Packaging Corp 1,043.00 1,415.00 596.00 1,490.55 1,563.95
220290 X. Xxxxxxx & Sons, Inc. 67.89 67.89
------------------------------------------------------------------------------------------------------------------------
230001 Personal Security Products, Inc. 841.12 841.12
230007 Target V# 184940601 3,114.99 618.72 694.87 59.64 4,511.22
230140 Damark International, Inc. 1,845.04 41.64 234.32 2,121.00
------------------------------------------------------------------------------------------------------------------------
250013 Western Auto Supply Co. 8,718.48 9,291.60 3,967.02 8,749.78 30,726.88
290001 National Safety Equip Outlet 288.00- 288.00-
320355 B & F Xxxxxxxxx Supply 478.08 478.08
------------------------------------------------------------------------------------------------------------------------
320365 Electronic Distributions, Inc. 972.12 1,244.16 2,216.28
330043 Xxxx'x Companies, Inc. 744.08 744.08
350140 The Calder Corp. DIP #95B44080 2,541.85 378.96 0.02- 2,920.79
380007 Jade Distributions 618.22 618.22
380110 Electronic & More 800.98- 800.98-
EXHIBIT B - Receivables
Cust Customer Name Current 31 to 60 61 to 90 Over 90 Total
No. Days Days Days
----------------------------------------------------------------------------------------------------------------------
380165 Pep Boys 7,772.52 7,114.56 7,128.60 6,224.52 28,240.20
----------------------------------------------------------------------------------------------------------------------
380290 Manor Care Health Kingston Ct 129.76 129.76
420065 Pilot Corporation 1,224.64- 1,244.67-
420115 Orqill Brothers & Co. 1,334.92 1,334.92
----------------------------------------------------------------------------------------------------------------------
430139 Army/Air Force Exc V#15804110 239.04- 239.04-
430405 Centex Life Solutions, Inc. 217.50 217.50
460050 Hechinger/HQ Warehouse 15,783.44 317.16 16,100.60
----------------------------------------------------------------------------------------------------------------------
530065 Entreprix Import/Export 12,791.16 6,655.68 19,446.84
530185 Sumex, S.A. 252.91- 252.91-
430205 L "EXEMPLAIRE 318.40 318.40
-----------------------------------------------------------------------------------------------------------------------
__________ ___________ ___________ __________ __________
Account Set (111111) 181,238.04 97,759.56 35,721.53 2,045.07- 312,674.06
----------------------------------------------------------------------------------------------------------------------
40003 Nursing Homes (Non-recurring) 1,297.91 515.94 153.88 123.85 2,091.58
40004 Retail 158.77 281.72 440.49
50850 Uninet, Inc. 808.20 808.20
----------------------------------------------------------------------------------------------------------------------
90675 Int'l Electronics & Gifts, Inc. 322.24 322.24
160070 Nema Xxxxxxxxx 430.08 430.08-
220250 Department of Correction 1,844.00 1,844.00
----------------------------------------------------------------------------------------------------------------------
320025 New York Police Supply 956.16 1,052.94 2,009.10
380210 Manor Care North 123.97 123.97 247.94
380310 Help Fight Crime America 652.32 652.32 1,388.85 2,693.49
----------------------------------------------------------------------------------------------------------------------
430310 A & A International Inc. 12,331.20 0.32 12,331.52
490095 Xxxxxxx Health & Rhab 77.97- 77.97-
540075 PTA 154.00- 154.00-
----------------------------------------------------------------------------------------------------------------------
___________ ____________ _____________ _______ _____________
Account Set (111112) 16,408.17 2,248.71 2,877.39 592.24 22,126.51
----------------------------------------------------------------------------------------------------------------------
___________ ____________ _____________ ___________ ___________
Report Total 197,646.21 100,008.27 38,598.92 1,452.83- 334,800.57
=========== ============ ============== =========== ===========
----------------------------------------------------------------------------------------------------------------------
59.03% 29.87% 11.53% 0.42-%
c: indicates over credit limit.
----------------------------------------------------------------------------------------------------------------------
2 accounts sets
65 customers printed
EXHIBIT "C" - Miscellaneous Assets
Employee Advances
Xxxx Xxxxxxx 1,077.88
Xxxxxxx Xxxxxxxx 300.00
________
1,377.88
________
Prepaid Expenses
Union Standard Insurance 2,521.75
Electronic Art 1,669.99
Xxxxxx Planet 1,380.83
Postage 250.00
________
5,822.57
________
Patents & Trademarks
Patent No. Des. 375,342
Patent No. Des. 365,774
Patent No. Des. 355,863
Patent No. 5,475,368
Patent No. 371,086 __________
Total Cost 32,970.00
Accumulated amortization (4,912.94)
__________
Net Book Value 28,057.06
__________
Trade Accounts receivable-Reverse for bad debts
(26,315.32)
___________
EXHIBIT D - CONTRACTS
(1) CIT Agreement
(2) All vendor agreements/contracts with existing customers, such as, but not
limited Wal Mart, Kmart, Walgreens, etc.
(3) All contracts/agreements with manufacturing sales representatives.
(4) Contracts with Seller's manufacturers, Uni-skit Technologies, Inc., Uni-Tat
International, Inc., Taico Design Products, Inc.
EXHIBIT "E" - Accounts Payable
Trade Accounts Payable
Vendor Amount
-------------------------- -----------
ADT Security 133.17
AP&L 426.40
American Express 23,011.58
Arkansas Packaging 125.29
All Type Printing 659.86
Arkansas Toner 95.51
Business World 808.38
BFI 77.37
Diversified Graphics 313.68
Enviro Pac 1,000.00
Xxx Xxxxxxx VISA 1,695.25
Harbinger 660.00
Xxxxxx XxXxxx 2,357.82
Pulaski Cty Tax Coll 2,719.52
Quick Response 411.75
RPS 3,099.54
XX Xxxx 803.87
Sino Container 1,129.51
Telco Communications 2,068.76
Taico Designs 45,947.02
Xxxxxxx Motor Lines 4,386.04
SKIT 279,450.30
SKIT 88,917.03
Uni-Tat 14,710.00
____________
475,007.65
------------
Accured Interest Payable
Mercantile Bank 3,991.20
Internal Revenue Service 14,113.72
State of Arkansas 9,207.67
___________
27,312.59
-----------
Property Taxes
Pulaski County Arkansas 3,500.00
-----------
Payroll Tax Payables
IRS 941 Taxes 43,971.01
State of Arkansas 17,538.28
Unemployment Taxes 6,108.41
___________
67,617.70
-----------
EXHIBIT F - Litigation
NONE