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EXHIBIT 8.8
PURCHASE AGREEMENT
THIS AGREEMENT, made this 21 day of October, 1996 by and between:
"SELLER"
Xxxxxx X. Xxxxxx
000 Xxx Xxxxx Xxx
Xxxxxxxx, Xxxxxxx, 00000
"BUYER"
American Access Technologies, Inc.
000 Xxxxxx Xx.
Xxxxxxxx, Xxxxxxx, 00000
1. WHEREAS, the SELLER has been a manufacturers representative for various
Telecommunications manufacturers, suppliers and has sold to various
distributors; and,
2. WHEREAS, the SELLER is the sole stockholder of Xxx Xxxxxx & Associates, Inc.
and desires to sell this stock to American Access Technologies, Inc.
3. NOW, therefore the parties hereby agree as follows:
1) Price: Seller will be paid by Buyer, One Thousand Dollars ($1,000)
for One Thousand shares of Xxx Xxxxxx & Associates, Inc., Common Stock. These
shares represent all of the issued and outstanding shares of the Xxx Xxxxxx &
Associates, Inc. common stock at November 1, 1996.
2) Transfer Date: Shares will be transferred on November 1, 1996.
3) Liabilities: Seller represents and warrants that as of the transfer
date, there no current or otherwise outstanding claims and/or liabilities
against Xxx Xxxxxx & Associates, Inc. Further, he will save and defend buyer of
any such claims, damages, or suits arising from past business operations.
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4) Arbitration: Any and all disputes and/or claims between the parties
of this agreement will be settled by arbitration under the rules of the American
Arbitration Association at Seminole County, Florida.
4. REPRESENTATION AND WARRANTS: Seller warrants and represents that as of the
date of this agreement here are no liabilities, liens or encumbrances against
Xxx Xxxxxx & Associates, Inc. The Seller further warrants and represents that as
of the date of this agreement, that there are no other outstanding shares of
Stock of Xxx Xxxxxx & Associates, Inc., no UCC's have been filed against the
corporation and no Chattel Mortgages have been filed against the stock of the
corporation.
5. FINANCIAL STATEMENTS: Attached and incorporated herein as (exhibit A), are
the Balance Sheet and Income Statements as of October 31, 1996 which is a true
and correct reflection of the Financial Statement of Xxx Xxxxxx & Associates,
Inc. This representation will survive the closing of this transaction.
6. ENTIRE AGREEMENT: All parties to this agreement hereby verify and attest that
jointly and severally, each party have negotiated and agreed to this purchase
transaction and that there are no other agreements that have been made, whether
orally or written.
IN WITNESS THEREOF, the parties as listed above executed this agreement on the
date as above written.
/s/ /s/ Xxxxxx X. Xxxxxx
--------------------------------- -----------------------------------------
Xxxxxx X. Xxxxxx
President - Xxx Xxxxxx & Associates, Inc.
/s/
---------------------------------
/s/ /s/ Xxxxx X. Story
--------------------------------- -----------------------------------------
Xxxxx X. Story
Secretary - American Access Technologies,
/s/ Inc.
---------------------------------
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Exhibit "A" Page 1
XXX XXXXXX & ASSOCIATES, INC.
Balance Sheet
October 31, 1996
12-31-95 10-31-96
ASSETS
Cash $ 109 $ 949
Loans to Stockholder 1,197
------ -------
Total Assets $1,306 $ 949
====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Other Misc. $ 306
------
Total Liabilities 306
Stockholders' Equity
Common Stock (7,000
shares authorized,
1,000 issued) $1 par 1,000 $ 1,000
Retained Earnings 0 (51)
------ -------
Total Stockholders' Equity 1,000 949
------ -------
Total Liabilities and Stockholders' Equity $1,306 $ 949
====== =======
The above Balance Sheet is true and correct to the best of my knowledge and
belief.
/s/ Xxxxxx Xxxxxx
---------------------------
Xxxxxx Xxxxxx
Date: October 31, 1996
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Exhibit "A" Page 2
XXX XXXXXX & ASSOCIATES, INC.
Income Statement
Oct 96 YTD 1996
Commissions Earned $ 7,301 $93,005
Commissions Paid 3,945 36,015
------- -------
Gross Profit 3,355 56,991
Gen & Adm Expenses:
Advertising 375
Accounting 950
Auto & Truck 337 2,806
Bank Charges 15 120
Contributions 50
Dues & Subs. 96 1,332
Entertainment 1,812 5,496
Insurance - Auto 188 2,106
Insurance-Gen 207 2,375
Insurance - W/C 60 911
Legal 2,385 2,735
License 30 853
Office Supplies 875 7,051
Outside Services 250 2,248
Postage - UPS 76 1,400
Office Rent 428 3,740
Repairs & Maint 317
Trade Shows 1,730
Travel 2,115
Telephone 608 5,482
Sales Promotions 329 769
Utilities 295 2,392
------- -------
Total Expenses 7,992 47,353
------- -------
Net Income ($4,636) $ 9,637
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The above Income Statement is true and correct to the best of my knowledge and
belief.
/s/ Xxxxxx Xxxxxx
----------------------
Xxxxxx Xxxxxx
Date: October 31, 1996
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INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
Certificate Number Shares
2 **1,000**
XXX XXXXXX & ASSOCIATES INC.
5,000 SHARES AUTHORIZED
PAR VALUE $1.00
COMMON STOCK
This Certifies that AMERICAN ACCESS TECHNOLOGIES, INC. is the
registered holder of _________________________________ Shares of the Common
Stock of Xxx Xxxxxx & Associates Inc. fully paid and non-assessable
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed.
this 1ST day of NOVEMBER A.D. 1996
/s/ B. E. STORY /s/ XXXXXX X. XXXXXX
-------------------------------- ---------------------------------
SECRETARY PRESIDENT
[CORPORATE SEAL]
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INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA
Certificate Number Shares
1 **1,000**
XXX XXXXXX & ASSOCIATES INC.
5,000 SHARES AUTHORIZED
PAR VALUE $1.00
COMMON STOCK
This Certifies that XXXXXX X. XXXXXX is the registered holder of
_________________________________ Shares of the Common Stock of Xxx Xxxxxx &
Associates Inc. fully paid and non-assessable transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed.
this 21ST day of DECEMBER A.D. 1994
/s/ XXXXX X. XXXXXX /s/ XXXXXX X. XXXXXX
-------------------------------- ---------------------------------
SECRETARY PRESIDENT
[CORPORATE SEAL]
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For Value Received, I hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ] TO AMERICAN ACCESS TECHNOLOGIES INC.
----------------------------------------
ONE THOUSAND
----------------------------------------
(1,000) Shares
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represented by the within Certificate, and do hereby irrevocably constitute and
appoint _______________________________________________________________________
______________________ Attorney
to transfer the said Shares on the books of the within named Corporation with
full power and substitution in the premises.
Dated: November 1, 1996
In presence /s/ Xxxxxx X. Xxxxxx
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
