ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the
"Agreement") is made and entered into as of this
26th of JUNE, 2001, by and between BUSINESS
ADVANTAGE NO.8, INC., a Nevada Corporation,
hereinafter referred to as "Buyer" and XXXXXXXXX
XXXXXXXXX, hereinafter referred to as "Seller".
RECITALS
WHEREAS, Seller has assets, as reflected in
Exhibit A that the Buyer wishes to purchase.
WHEREAS, Seller desires to sell and Buyer
desires to buy Assets, as described in Exhibit A,
subject to the terms and conditions set forth in
this Agreement.
WHEREAS, Buyer has issued and outstanding a
total of 2,500,000 voting common shares
representing one hundred (100%) percent ownership
of Business Advantage No. 8, Inc.
AGREEMENT
NOW THEREFORE, in consideration of the
Recitals and the mutual covenants, conditions,
representation and warranties hereinafter set
forth, the parties agree as follows:
1. Purchase and Sales of Assets. On the terms
and subject to the conditions set forth in this
Agreement, Seller agrees to sell, convey, assign,
transfer and deliver to Buyer and Buyer agrees to
purchase from Seller, at the Closing Date the
assets, patents, and or trademarks (referred to as
"Acquired Assets") as described in the attached
Exhibit A, on the Closing Date.
2. Purchase Price. As consideration for the
sale, conveyance, assignment, transfer and delivery
of the Acquired Assets, Buyer agrees to deliver to
XXXXXXXXX XXXXXXXXX (The Seller) sixty (60%)
percent ownership of the company represented by
1,500,000 shares of unregistered common stock.
3. Closing. The closing shall take place on the
Closing Date at the office of BUSINESS ADVANTAGE
NO.8, INC. on JUNE 26, 2001, or such other time and
place as the parties may agree upon in writing.
4. Representations and Warranties of Seller.
Seller hereby represents and warrants to Buyer
that:
a. Seller has the requisite power and authority to
sell the assets listed in Schedule A.
b. Seller has good and marketable title to all the
Assets and that s Assets are free and clear from
any liens, charges, and/or encumbrances other than
described in Schedule A as a part of this
Agreement.
5. Representations and Warranties of Buyer.
Buyer hereby represents and warrants to Seller
that:
a. Buyer is a corporation duly organized and
validly existing and in good standing under the
laws of the State of Nevada. Seller has the
requisite power and authority to own and operate
its assets properties and business and to carry on
its obligations hereunder.
b. The execution and delivery of this Agreement and
the consummation of the transaction contemplated
hereby have been duly authorized and approved by
the Board of Directors of Buyer, and, when executed
by the authorized representative of the Buyer, this
Agreement will constitute legal, valid and binding
Agreement of Buyer.
c. The execution and delivery of this Agreement and
the consummation of the transaction contemplated
hereby will not violate the Certificate of
Incorporation or the Bylaws of Buyer or any
agreement, contract or other instrument to which
Buyer is a party, or any statute, rules,
regulation, order, judgment, award or decree.
d. Neither this Agreement, nor any Exhibit to this
Agreement, nor any written statement or certificate
or certificate furnished by Buyer in connection
with this Agreement, contains an untrue statement
of a material fact or omits to state a fact that is
necessary in order to which they are made, not
materially misleading.
6. Conditions Precedent to the Obligations Buyer.
All obligation of Buyer under this Agreement are,
at its option, subject to fulfillment of the
following condition prior to or at the closing:
a. Seller shall have performed and complied with
all agreements, covenants and conditions required
by this Agreement to be performed or compiled with
by Seller prior to or at the Closing Date.
7. Conditions Precedent to the Obligations of
Seller. All obligation of Seller under this
Agreement are, at its option, subject to
fulfillment of the following condition prior to or
at the closing.
a. Buyer shall have performed and complied with
all agreements and conditions required by this
Agreement to be performed or complied with by Buyer
prior to or at the Closing Date.
8. Further Assurance. Following the closing,
Seller agrees to take such actions and execute,
acknowledge and deliver to Buyer such further
instruments of assignment, conveyance and transfer
and take any other action as buyer may reasonably
request in order to more effectively convey, sell,
transfer and assign to Buyer any of the Assets, to
confirm the title of Buyer thereto, and to assist
Buyer in exercising rights with respect to the
Acquired Assets.
9. Survival of Representations and Warranties.
All representation and warranties made by each of
the parties hereto shall survive the closing for a
period of three (3) years after the Closing Date.
10. Indemnification.
a. Seller agrees to indemnify, defend and hold
harmless Buyer against any and all claims, demands,
losses, costs, expenses, obligations, liabilities
and damages, including interest, penalties, and
reasonable attorney's fees, incurred by Buyer
arising, resulting from, or relating to any patent,
trademark or copyright infringement and reasonable
attorney's fees incurred by Buyer arising,
resulting from or relating to any breach of, or
failure by Seller to perform, any of its
representations, warranties, covenants or
agreements in this Agreement or in any Exhibit or
other document furnished or to be furnished by
Seller under this Agreement.
b. Buyer agrees to indemnify, defend and hold
harmless Seller against any and all claims demands,
losses, costs, expenses, obligation and damages,
penalties, and reasonable attorney's fees, incurred
by Seller arising, resulting from, or relating to
any breach of, or failure by Buyer to perform, any
of its representations, warranties, covenants or
agreements in this Agreement or in any Exhibit or
other document furnished or to be furnished by
Buyer under this Agreement, or by reason of any act
or omission of Buyer of any of its successors or
assigns after the Closing Date that constitutes a
breach of default under, or a failure to perform,
any obligation, duty, or liability of Seller under
any contract, lease, license or other agreement to
which it is a party or by which it is bound at the
Closing Date, but only to the extent to which Buyer
expressly assumes these obligations, duties and
liabilities under this Agreement.
11. General Provision.
a. Construction This Agreement shall be
construed and enforced in accordance with the laws
of the State of Nevada.
b Notices All notices, requests, demands and
other communications contemplated under this
Agreement shall be in writing and shall be deemed
to have been duly given when personally delivered
or when mailed by United States express, certified
or registered mail, postage prepaid, addressed to
the following parties, their successors in interest
or their permitted assignees at the following
address, or such addresses as the parties may
designate by written notice in this manner
aforesaid.
Seller XXXXXXXXX XXXXXXXXX
Buyer BUSINESS ADVANTAGE NO.8, INC.
c. Assignments This Agreement shall not be
assignable by any party without the prior written
consent of the other party. Nothing contained in
this Agreement, express or implied, is intended to
confer upon any person or entity other than the
parties to this Agreement and their successors and
assigns, any rights or the parties to this
Agreement and their successors and assigns, any
rights or remedies under this Agreement unless
expressly so stated to the contrary.
d. Remedies Except as otherwise expressly
provided herein, none of the remedies set forth in
this Agreement in intended to be exclusive, and
each party shall have all other remedies now or
hereafter existing at law, in equity, by statute or
otherwise. The election or any one or more
remedies shall not constitute a waiver of the right
to pursue other available remedies.
e. Entire Agreement This Agreement and the
Exhibits and other documents specifically referred
to herein or required to be delivered pursuant to
the terms of this Agreement represent the entire
agreement of the parties hereto with respect to the
subject matter hereof, and supersede all prior
Agreements, understandings, discussions,
negotiations and commitments of any kind. This
Agreement may not be amended or supplement, nor may
any rights hereunder be waived, except in writing
signed by each of the parties affected thereby.
f. Section Headings The section headings in the
Agreement are conveniences only, are not a part of
this Agreement and shall not be used in construing
it.
g. Severability In the event that any provision
or any part of this Agreement is held to be
illegal, invalid or unenforceable, such
h. Counterparts This Agreement may be executed
in one or more counterparts, each of which shall be
deemed an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed
this Agreement as of the date first above written.
Seller: XXXXXXXXX XXXXXXXXX
-------------------------------
XXXXXXXXX XXXXXXXXX
Buyer: BUSINESS ADVANTAGE NO.8, INC.
-----------------------------
XXXXXX X. XXXXXX
President
"Exhibit A"
Software and computer for use of processing calls
that come into the reservation center, templates
for all marketing materials of advertisement, lead
base for all prisoners In Florida , New York, and
Texas,and all information, including business plan
and contacts on establishing a successful route
service.
Fair Market Value: $165,277
I, Xxxxxxxxx Xxxxxxxxx, hereby attest that the
information provided herein is true and correct to
the best of my knowledge.
__________________________
Xxxxxxxxx Xxxxxxxxx, June 26, 2001
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