EXHIBIT 99.5
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CLOSING STATEMENT AND AGREEMENT
This Closing Statement is effective December ____, 2006 by and among
Xxxxx Industries Limited, Inc. ("Xxxxx"), A.S.T., Inc., a Michigan corporation
("AST") and National DataComputer, Inc., a Delaware corporation ("NDI") to
outline the transfers of assets made as of the effective date, pursuant to the
agreement among the parties dated November 28, 2006 for the exchange among them
of certain interests including NDI's Audit Business Assets, as evidenced by
other documents entered into and delivered as of the Effective Date.
CREDITS TO XXXXX:
Xxxxx transfer to NDI:
22,301,900 Common Shares $250,000.00
4,150 preferred shares of NDI stock $500,000.00
CREDITS TO NDI:
Transfer by NDI to AST of the Audit
Business Assets $500,000.00
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Payment due NDI to Xxxxx $250,000.00
Each of the parties hereto agrees with each of the other parties that such party
will at its own expense and without further consideration, at any time or from
time to time after the date hereof, execute and deliver any and all such
documents and instruments and take any and all such other actions as the other
parties, or any of them, may reasonably request in order to consummate and make
effective the transactions contemplated in this Agreement. In addition to legal
remedies to the extent allowed under this Agreement or by law, in recognition of
the unique subject matter of this Agreement and of the potential insufficiency
of remedies at law, the parties hereto shall be entitled to equitable remedies
with respect to a breach of or default under this Agreement including without
limitation, seeking specific performance and injunctive relief.
Acknowledged and accepted:
NATIONAL DATACOMPUTER, INC.
By: _______________________
Xxxxxxx Xxxxxx, President
XXXXX INDUSTRIES LIMITED, INC.
By: ______________________
Xxxxxxx X. Xxxxx, President
A.S.T., INC.
By: _______________________
Xxxxxxx X. Xxxxx, President
