EXHIBIT 10(A) - EXCLUSIVE AGREEMENT FOR DISTRIBUTION OF PRODUCT
AMENDMENT TO THE
AGREEMENT FOR SALE AND PURCHASE OF ASSETS OF
ASSEMBLY SERVICES UNLIMITED, INC.
D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY LLC
AND PLAN OF REORGANIZATION
THIS AMENDMENT is made as of the day of 1999, by and between Assembly
Services Unlimited, Inc. ("Assembly Services") d/b/a Wildan Services, and
Brittany at 0000 Xxxxxxxxxxx Xxxx, LLC ("Brittany LLC") (hereinafter
collectively referred to as the "Seller" or "Business"), and Reink Corp. or its
designate (hereinafter referred to as "Buyer").
WHEREAS, the Buyer and Seller have entered into an Agreement for Sale and
Purchase of Assembly Services Unlimited, Inc., D/B/A Wildan Services and
Membership Certificates of Brittany LLC and Plan of Reorganization, hereinafter
the "Agreement";
WHEREAS, the Buyer and Seller have agreed to changes to certain terms and
provisions of the above described Agreement;
WHEREAS, the Buyer and Seller have agreed that all other terms and
provisions of the above described Agreement shall remain in full force and
effect;
WHEREAS, Buyer and Seller have agreed to further execute, at any later
time, any additional documents required to duly complete the transaction
anticipated by the AGREEMENT FOR SALE AND PURCHASE OF ASSEMBLY SERVICES
UNLIMITED, INC., D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY
LLC AND PLAN OF REORGANIZATION and this AMENDMENT;
NOW THEREFORE, for the consideration of one dollar ($1.00) and in
consideration of the mutual promises, covenants, and warranties herein
contained, and subject to the terms and conditions hereof, the parties agree as
follows:
1. Section 4.4 of the Agreement shall be amended to state:
4.4 Notwithstanding Section III above:
4.4.1 Within forty-five (45) days of the closing date, Seller
shall determine the Seller's shareholder equity as at the
closing date based upon generally accepted accounting
principles ("GAAP") consistently applied. If the increase in
Seller's shareholder equity from December 31, 1998 to the
closing date is less than twenty thousand dollars
($20,000.00 ) then Buyer's purchase price shall be reduced
by one dollar ($1.00) for each and every one dollar ($1.00)
of shortfall in the increase of Seller's shareholders equity
less than ($20,000.00 ). The reduction will continue to a
maximum of $250,000.00.
4.4.2 The Buyer shall have the right to reduce the amount of the
Note dollar for dollar in accordance with paragraph 4.4.1,
starting with the earliest payment after determination of
Seller's shareholder equity, but in no event shall the
reduction be greater than the face amount of the Note.
4.4.3 In the event Buyer or Seller disputes the amount of Seller's
shareholder equity, then the disputing party shall request
that a mediator be appointed in accordance with paragraph
12.4.
2. In order to further secure the shareholders and members of Seller that,
-the Buyer will indemnify and hold Xxxxxxx and Xxxxxxx
Xxxxxxxxx harmless from any and all sureties, guarantees, assessments or any
other claims by creditors of Seller as outlined in Exhibit 3.3 of the Agreement
and including the mortgage debt of Brittany LLC and as incurred in the ordinary
course of business as of the date of closing; and,
-that Buyer will also use a duly diligent, good faith effort
to obtain full releases for any sureties, guarantees, assessments or any other
claims by creditors of Seller; and,
-that Buyer will exercise a duly diligent, good faith effort
in arranging for the payment of all non-current federal and state tax
obligations of Assembly Services upon the signing of this Agreement,
Buyer shall give shareholders and members of Seller a Membership
Certificate Pledge Agreement in the Membership Certificates of Brittany at 0000
Xxxxxxxxxxx Xx., L.L.C. Shareholders and members of Seller shall release the
Membership Certificate Pledge Agreement upon their complete release of all
sureties, guarantees, assessments or any other claims of creditors of Seller and
Buyer.
3. Sellers agree to accept and rely on representations made in correspondence
dated September 29, 1999 by Xxxxxxx X. Xxxxx, CFO of Reink Corp. in
satisfaction of the conditions of Section 5.1.7 of the above described
Agreement, attached as Exhibit "A".
4. Buyer agrees that once a credit facility is established and funded, the
trust fund portion of any and all past due payroll tax liabilities of
Seller, in an amount not to exceed $ 125,000.00, will be immediately paid
to the US Treasury and New Jersey State Department of Treasury.
5. Buyer and Seller have agreed that all other terms and provisions of the
above described Agreement shall remain in full force and effect.
6. Buyer and Seller have agreed to further execute, at any later time, any
additional documents required to duly complete the transaction anticipated
by the AGREEMENT FOR SALE AND PURCHASE OF ASSEMBLY SERVICES UNLIMITED,
INC., D/B/A WILDAN SERVICES AND MEMBERSHIP CERTIFICATES OF BRITTANY LLC AND
PLAN OF REORGANIZATION and this AMENDMENT.
IN WITNESS WHEREOF, the parties hereunto executed this agreement as of
the date set forth above.
SELLER: ASSEMBLY SERVICES UNLIMITED, INC.
/S/ XXXX XXXXXXXXXX, ESQ. BY: /S/ XXXXXXX X. XXXXXXXXX
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Witness
ITS: PRESIDENT
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Witness
SELLER: BRITTANY, LLC
/S/ XXXX XXXXXXXXXX, ESQ. BY:/S/ XXXXXXX X. XXXXXXXXX
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WITNESS /S/ XXXXXXX XXXXXXXXX
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/S/ XXXX XXXXXXXXXX, ESQ. ITS: MEMBERS
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Witness
BUYER: REINK CORP.
BY: /S/ XXXXXX XXXXXX
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Witness Xxxxxx Xxxxxx, President
ITS: PRESIDENT
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Witness
