Execution Copy
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ASSET PURCHASE AGREEMENT
BETWEEN
COMPUPAY, INC.
AND
TEAMSTAFF, INC.
DATED AS OF: MAY 25, 2006
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS......................................................1
1.01 Definitions......................................................1
1.02 Defined Terms....................................................5
ARTICLE II PURCHASE AND SALE OF ASSETS......................................6
2.01 Purchase and Sale of Assets......................................6
2.02 The Closing......................................................9
2.03 Purchase Price Adjustment........................................9
ARTICLE III DELIVERIES AT CLOSING...........................................11
3.01 Seller's Deliveries.............................................11
3.02 Buyer's Deliveries..............................................11
ARTICLE IV SELLER'S REPRESENTATIONS AND WARRANTIES.........................12
4.01 Organization, Qualification and Authority.......................12
4.02 Board Authorization.............................................12
4.03 Legality and Enforceability.....................................12
4.04 Litigation......................................................13
4.05 Consents and Approvals..........................................13
4.06 Material Contracts and Commitments..............................13
4.07 Financial Information...........................................13
4.08 Customers; Accounts.............................................14
4.09 Account Agreements..............................................14
4.10 Ownership of Assets.............................................14
4.11 Marketable Title................................................15
4.12 Condition of Assets.............................................15
4.13 Intellectual Property...........................................15
4.14 Licensure; Compliance with Laws, Regulations and Court Orders...16
4.15 Insurance.......................................................16
4.16 Brokerage.......................................................17
4.17 Environmental Compliance........................................17
4.18 Scheduled Employees.............................................17
4.19 Tax Matters.....................................................18
4.20 Proprietary Software and Program................................18
4.21 Transactions with Affiliates....................................19
4.22 Disclosure......................................................19
4.23 Disclaimer......................................................19
ARTICLE V BUYER REPRESENTATIONS AND WARRANTIES............................19
5.01 Organization and Corporate Power................................19
5.02 Authorization; Valid and Binding Agreement......................19
5.03 No Breach.......................................................20
5.04 Governmental Consents...........................................20
5.05 Brokerage.......................................................20
ARTICLE VI CONDUCT OF BUSINESS PRIOR TO CLOSING............................20
6.01 Ordinary Course.................................................20
6.02 Negative Covenants..............................................21
6.03 Access..........................................................21
6.04 Notice of Breaches, Supplemental Schedules......................22
6.05 No Solicitation of Proposals....................................22
6.06 Best Efforts....................................................22
ARTICLE VII CONDITIONS TO CLOSING...........................................22
7.01 Conditions to Obligations of Buyer..............................22
7.02 Conditions to Obligations of Seller.............................23
ARTICLE VIII POST-CLOSING COVENANTS..........................................24
8.01 Seller's Covenants..............................................24
8.02 Buyer's Covenants...............................................24
ARTICLE IX SURVIVAL AND INDEMNIFICATION....................................25
9.01 Survival........................................................25
9.02 Indemnification.................................................25
9.03 Further Assurances..............................................28
9.04 Employment Matters..............................................28
ARTICLE X MISCELLANEOUS...................................................28
10.01 Termination.....................................................29
10.02 Press Releases and Communications...............................29
10.03 Expenses........................................................30
10.04 Notices.........................................................30
10.05 Assignment......................................................31
10.06 Amendment and Waiver............................................31
10.07 Complete Agreement..............................................31
10.08 Counterparts....................................................31
10.09 Governing Law...................................................31
10.10 No Third-Party Beneficiaries....................................32
10.11 Interpretation..................................................32
10.12 Waiver Of Jury Trial............................................32
10.13 Jurisdiction and Venue..........................................32
10.14 Costs...........................................................33
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ASSET PURCHASE AGREEMENT, dated as of May 25, 2006, between
COMPUPAY, INC., a Florida corporation ("BUYER") and
TEAMSTAFF, INC., a New Jersey corporation ("SELLER").
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INTRODUCTION
Seller owns and operates the Business (defined below). Seller desires
to sell all of the assets used or held for use primarily in connection with the
Business, and Buyer desires to purchase from Seller such assets, upon the terms
and subject to the conditions set forth herein.
In consideration of the mutual benefits to be derived from this
Agreement and of the representations, warranties, conditions, agreements and
promises contained herein and other good and valuable consideration, the parties
agree as follows:
ARTICLE I
DEFINITIONS
1.01 Definitions. The following terms, as used in this Agreement,
shall have the following meanings:
"ACCOUNTS RECEIVABLE" shall mean (a) all trade accounts receivable and
other rights to payment from Customers and the full benefit of all security for
such accounts or rights to payment, including all trade accounts receivable
representing amounts receivable in respect of services rendered to Customers,
(b) all other accounts or notes receivable of Seller and the full benefit of all
security for such accounts or notes and (c) any claim, remedy or other right
related to any of the foregoing.
"AFFILIATE" means, with respect to any specified Person, any other
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person, including any Person holding the majority of the equity or voting
interests of any other Person.
"AGREEMENT" means this Asset Purchase Agreement.
"BUSINESS" means the payroll processing business of Seller, including
all of the business conducted by DSi Payroll Services, a division of TeamStaff,
Inc. Such Business consists of the provision of (i) payroll processing services
to Customers and (ii) tax filing, processing and payment services (including the
provision of tax information, such as W-2 reports) to Customers.
"BUSINESS DAY" means any day other than a Saturday or Sunday or any
other day on which banking institutions are generally obligated or authorized to
close in the State of New Jersey.
"CLOSING WORKING CAPITAL" means (a)(i)Accounts Receivable acquired by
Buyer at Closing (other than Accounts Receivable which Buyer has not collected
within ninety (90) days following the Closing Date and which are to be
reconveyed to Seller pursuant to 8.02(b) plus (ii) the amount in the General
Bank Account at Closing and transferred to Buyer (reduced by any payments or
withdrawals therefrom that relate to the period before the Closing Date but
which are posted thereafter), minus (b) the Assumed Liabilities. Any payments
due on the Lease shall not be deemed Assumed Liabilities for the purpose of
determining Closing Working Capital.
"CODE" means the Internal Revenue Code of 1986, as amended.
"CONTRACT" means any agreement, contract, note, bond, instrument,
lease, license, indenture, mortgage, deed of trust, plan or commitment, whether
written or oral, including any agreement to provide payroll processing or tax
filing, processing and payment services.
"CUSTOMERS" means customers of Seller who are actively engaged in
business and whose most recent payroll was processed by the Business.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"EMPLOYEE LIABILITIES" means liabilities for payroll, benefits or
other liabilities to employees.
"ESCROW AGENT" means Xxxx Xxxxxx Bank of Chicago, Illinois.
"ESCROW AGREEMENT" means the Escrow Agreement to be entered into
between Seller and Buyer, which Escrow Agreement will be in substantially the
form of EXHIBIT H attached hereto.
"GAAP" means generally accepted accounting principles for financial
reporting in the United States, applied on a consistent basis.
"GENERAL BANK ACCOUNT" means PNC Bank Account # 8026220796 in the name
of "DSi Payroll Services FBO PNC Business Credit".
"GOVERNMENTAL AUTHORIZATION" means any consent, license, registration
or permit issued, granted, given or otherwise made available by or under the
authority of any Governmental Entity or pursuant to any Legal Requirement.
"GOVERNMENTAL ENTITY" means any Federal, state, local or foreign
government or any court of competent jurisdiction, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign.
"INITIAL WORKING CAPITAL" means the greater of (x) Three Hundred Ten
Thousand Seven Hundred Dollars ($310,700) less Employee Liabilities of Seller at
Closing, or (y) Two Hundred Ten Thousand Seven Hundred Dollars ($210,700).
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"INTELLECTUAL PROPERTY" means patents and patent applications;
trademarks and trademark applications, trademark rights and related goodwill,
including domain names, service names, service marks, trade names and design
marks (and any applications and registrations therefor); trade secrets;
copyrights, copyright registrations, and any applications therefor; domain
names, source code, software, including the Proprietary Software (as defined
below), customer lists, trade secrets and "know how" related to the operation of
the Business; any licenses for use of any of the foregoing and other similar
intellectual property and proprietary rights, whether or not subject to
statutory registration.
"INTERIM BALANCE SHEET" means the balance sheet for the Business as of
April 30, 2006.
"KNOWLEDGE," when used with respect to Seller, means the actual
knowledge, if any, of any of its officers or directors, including without
limitation, T. Xxxx Xxxxx, Xxxx X. Xxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxxx Xxxxxxx,
Xxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx.
"LEGAL REQUIREMENT" means any federal, state, local, municipal or
other constitution, law, ordinance, principle of common law, code, regulation or
statute.
"LIENS" means mortgages, liens, security interests, encumbrances,
leases, assignments, sub-leases, easements, covenants, rights-of-way or other
similar restrictions of any nature whatsoever.
"MATERIAL CONTRACTS" means the third-party Contracts to which Seller
is a party that were entered into in connection with, or relate to, the
operation of, or are required to operate, the Business.
"MONTHLY SETTLEMENT REPORT" means a report delivered to Seller by
Buyer no later than the fifth Business Day of each calendar month and setting
forth the details of all Pre-authorized Settlements in the immediately preceding
calendar month, including (i) reasonable documentation of each underlying
Qualified Asserted Liability (including a description in reasonable detail of
the nature of, and basis for, the claim and the identity of the claimant) and
(ii) the terms of each Pre-authorized Settlement.
"PERSON" means an individual, a partnership, a limited liability
company, a limited liability partnership, a corporation, an association, a joint
stock company, a trust, a joint venture, an unincorporated organization or any
other entity or organization, domestic or foreign (including a Governmental
Entity).
"PROPRIETARY SOFTWARE" means the programs developed by, or on behalf
of, employees and contractors of the Business, Seller or any of their
Affiliates, including the processing platform used to process Customer payrolls
(the "PROGRAM").
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"RECORDS" means the following records relating to the Business with
respect to the period between January 1, 2004 and the Closing Date: customer
billing records.
"REPRESENTATIVES" means, with respect to any party, its officers,
directors, employees, attorneys, accountants and agents.
"SOFTWARE" means all computer software programs, including source code
and object code (executable) versions.
"TAX" or "TAXES" means any Federal, state, local or foreign income,
gross receipts, capital stock, franchise, profits, estimated, payroll,
employment, environmental, withholding, social security, unemployment,
disability, real property, ad valorem/personal property, stamp, excise,
occupation, sales, use, transfer, value added, alternative minimum or other tax,
assessment, duty or similar charge of any kind, including any interest, penalty
or addition thereto, whether disputed or not.
"TAX RETURNS" means any return, report, information return or other
document (including schedules or any related or supporting information) filed or
required to be filed with any Taxing Authority in connection with the
determination, assessment or collection of any Tax or the administration of any
laws, regulations or administrative requirements relating to any Tax.
"TAXING AUTHORITY" means any governmental or any quasi-governmental
body exercising any taxing authority or any other authority exercising Tax
regulatory authority.
"TRANSACTION DOCUMENTS" means this Agreement, the Xxxx of Sale, the
Assignment and Assumption Agreement, the Noncompetition Agreement, the
Transition Agreement, the Escrow Agreement and all other documents and
agreements provided for herein or for the purpose of effecting the transactions
contemplated herein.
Each of the following terms is defined in the Section set forth
opposite such term:
TERM SECTION
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Account Agreements 4.09
Allocation Dispute 2.01(f)
Asserted Liability 9.02(f)
Assets 2.01(a)
Assignment and Assumption Agreement 3.01(c)
Assigned Contracts 2.01(a)
Assumed Liabilities 2.01(c)
Xxxx of Sale 2.02(b)
Closing 2.02(a)
Closing Date 2.02(a)
Closing Payment 2.01(e)
Confidentiality Agreement 10.07
Customer Account 4.09
Directo Agreement 7.01(f)
Equipment and Fixed Assets 2.01(a)
Escrow Funds 2.01(e)
Excluded Assets 2.01(a)
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TERM SECTION
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General Contracts 2.01(a)
Indemnified Party 9.02(f)
Indemnifying Party 9.02(f)
Independent Accountants 2.03(d)
Lease 2.01(a)
Losses 9.02(a)
Noncompetition Agreement 3.01(d)
Pre-authorized Settlement 9.02(g)
Proposal 8.01(c)
PSA Agreement 7.01(f)
Purchase Price 2.01(e)
Purchase Price Adjustment 2.03(a)
Purchase Price Allocation 2.01(f)
Qualified Asserted Liability 9.02(g)
Retained Liabilities 2.01(d)
Scheduled Employee 4.18
Seller Financial Information 4.07
Seller Intellectual Property 4.13
Settlement Cap 9.02(g)
Transition Agreement 3.01(g)
1.02 Defined Terms.
(a) Unless otherwise specified herein, all accounting terms
used herein shall be interpreted, all accounting determinations
hereunder shall be made and all financial statements required to be
delivered hereunder shall be prepared in accordance with generally
accepted accounting principles, consistently applied.
(b) All references in this Agreement to "Articles",
"Sections" and other subdivisions are to the designated Articles,
Sections and other subdivisions of this Agreement. The words "herein",
"hereof" and "hereunder" and other words of similar import refer to
this Agreement and not to any particular Article, Section or other
subdivision.
(c) In this Agreement, in the computation of periods of time
from a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding".
(d) All references to "including" in this Agreement shall
mean including without limitation.
(e) A reference to a law in this Agreement includes any
amendment or modification to such law and any rules or regulations
issued thereunder.
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(f) A reference to a Person in this Agreement includes its
successors and permitted assigns (if any).
ARTICLE II
PURCHASE AND SALE OF ASSETS
2.01 Purchase and Sale of Assets.
(a) At the Closing, upon the terms and subject to the
conditions set forth in this Agreement, Seller shall sell, assign,
convey and transfer to Buyer and Buyer shall purchase and acquire from
Seller, all of Seller's right, title and interest in, to and under all
properties, assets (tangible and intangible) and rights (other than
property, assets or rights listed on the Excluded Assets Schedule
attached hereto (the "EXCLUDED ASSETS")), owned, held or used
primarily in the conduct of the Business as of the Closing Date (the
"ASSETS"), including all of Seller's right, title and interest in, to
and under:
(i) All equipment, furniture, fixtures, supplies,
parts and other fixed assets and tangible personal property
owned by Seller on the Closing Date and primarily used in or
primarily related to the Business, including the items
identified on the Equipment and Fixed Assets Schedule
attached hereto (collectively, the "EQUIPMENT AND FIXED
ASSETS");
(ii) All Accounts Receivable of Seller as of the
Closing Date.
(iii) All Contracts primarily relating to the
Business, including the Contracts identified on the General
Contracts Schedule attached hereto, including any deposits
or prepayments under such Contracts (collectively, the
"GENERAL CONTRACTS"); provided, however, that
notwithstanding the foregoing, real and personal property
leases shall not be considered General Contracts;
(iv) A certain lease for computer equipment and
printers identified on the Leased Property Schedule attached
hereto, including any prepaid rents, security deposits and
options to renew or purchase under such lease (the "LEASE"
and, collectively with the General Contracts, the "ASSIGNED
CONTRACTS");
(v) All Intellectual Property (x) owned by or
licensed to Seller on the Closing Date and primarily used in
or primarily related to the Business (or under development
for future use primarily in the Business) or (y) listed on
the Intellectual Property Schedule attached hereto,
including the names "Digital Solutions, Inc.", "DSi" and any
and all derivations thereof and logos therefor, and any
domain names and websites, including the design thereof;
(vi) All reports, plans, product catalogs, sales
records, product literature, policies, manuals, customer
lists, customer information, customer contact information,
supplier lists, know-how, formulae, models, research and
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development data, computer files, retrieval programs,
operating data, input data, databases, charts, procedures,
report layouts, formats, record file layouts, diagrams, flow
charts and other related material developed primarily for,
or primarily used in connection with, the Business;
(vii) All Governmental Authorizations primarily
related to the Business (to the extent such are assignable)
and other intangible property rights owned by Seller on the
Closing Date and primarily used in or primarily related to
the Business;
(viii) The General Bank Account, together with
amounts on deposit therein.
(b) Notwithstanding the foregoing, Seller shall not sell,
assign, convey or transfer to Buyer, and Buyer shall not purchase or
acquire from Seller, and Buyer will not be deemed by virtue of the
execution and delivery of this Agreement or any of the other
Transaction Documents, or as a result of the consummation of the
transactions contemplated in this Agreement, or in any of the other
Transaction Documents, to have purchased or acquired, any right, title
or interest in any property or asset of Seller except the Assets.
Without limiting the foregoing, Buyer shall not acquire, and shall not
be deemed to have acquired, any right, title or interest in any
property or asset listed on the Excluded Assets Schedule attached
hereto.
(c) At the Closing, upon the terms and subject to the
conditions set forth in this Agreement, Buyer shall assume and agree
to pay and perform only the following obligations, liabilities and
commitments of Seller (the "ASSUMED LIABILITIES"):
(i) any trade account payable related to the Business
reflected on the Interim Balance Sheet (other than a trade
account payable to Seller or any Affiliate of Seller) that
remains unpaid at and is not delinquent as of the Closing
Date;
(ii) any trade account payable related to the
Business (other than a trade account payable to Seller or any
Affiliate of Seller) with respect to products or services
provided to Seller in the ordinary course of business
consistent with past practice between the date of the Interim
Balance Sheet and the Closing Date that remains unpaid at and
is not delinquent as of the Closing Date; and
(iii) obligations of Seller under the Lease arising
after the Closing Date.
(d) Notwithstanding the foregoing, and except for the
Assumed Liabilities, Buyer does not assume or agree to pay, honor or
discharge, and will not be deemed by virtue of the execution and
delivery of this Agreement or any of the other Transaction Documents,
or as a result of the consummation of the transactions contemplated in
this Agreement, or in any of the other Transaction Documents, to have
assumed, or to have agreed to pay, honor or discharge, any obligation,
liability or commitment of Seller (the "RETAINED LIABILITIES").
Without limiting the foregoing, Buyer shall not be responsible
7
for any obligation, liability or commitment of Seller arising from, in
connection with or related to (i) Taxes arising out of, relating to or
in respect of the Business or the Assets or use thereof for any
taxable periods prior to the Closing Date and the portion prior to the
Closing Date of any taxable period that includes such day, (ii) any
Contract of Seller, including any lease obligation, other than the
Assigned Contracts, (iii) the Assigned Contracts for any period prior
to Closing, (iv) the operation of the Business or ownership of the
Assets prior to the Closing, (v) the employment or termination of
employment of any Person by Seller, including, without limitation, any
compensation due, or benefits of, any employee or independent
contractor earned, accrued or arising prior to the Closing, (vi) any
liability or obligation relating to an Excluded Asset or (vii) any
other obligation or liability of Seller whatsoever except for the
Assumed Liabilities.
(e) The purchase price for the Assets shall be Nine Million
Dollars ($9,000,000) plus or minus the Purchase Price Adjustment (the
"PURCHASE PRICE"). At the Closing, the following consideration shall
be delivered by Buyer towards the Purchase Price: (i) payment of an
amount equal to Two Hundred Fifty Thousand Dollars ($250,000) to the
Escrow Agent pursuant to the Escrow Agreement (the "ESCROW FUNDS");
and (ii) payment of an amount equal to Eight Million Seven Hundred
Fifty Thousand Dollars ($8,750,000) to Seller (the "CLOSING PAYMENT").
The Purchase Price Adjustment shall be paid to Buyer or Seller, as the
case may be in accordance with Section 2.03.
(f) The Purchase Price shall be allocated as follows:
(i) The Purchase Price shall be allocated to the
Noncompetition Agreement and Assets in accordance with
Section 1060 of the Code (the "PURCHASE PRICE ALLOCATION").
Within ninety (90) days after the Closing, Buyer shall
provide to Seller a proposed allocation of the final
Purchase Price determined in a manner consistent with this
Section 2.01(f) and the Code. Unless it provides Buyer with
notice of its objections thereto and the basis therefor (an
"ALLOCATION DISPUTE") within ten (10) Business Days after
the receipt of such allocation, Seller shall be deemed to
have agreed with such allocation.
(ii) Any Allocation Dispute shall be resolved in
the same manner as provided in Section 2.03(d) for an
objection to the Closing Working Capital calculation, except
that the costs of the Independent Accountant shall be shared
equally by Buyer and Seller. Buyer and Seller each shall
file with the Internal Revenue Service Form 8594 and any
other forms or statements that may be required by the Code,
Treasury Regulations or the Internal Revenue Service,
together with any and all attachments required to be filed
therewith in connection with such allocation, in a manner
consistent with the Purchase Price Allocation so determined.
(iii) To the extent consistent with applicable
law, Buyer and Seller shall not file any Tax Return or other
documents or otherwise take any position with respect to
Taxes which is inconsistent with such allocation of the
final Purchase
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Price, provided, however, that neither Buyer nor Seller
shall be obligated to litigate any challenge to such
allocation of the final Purchase Price by a Government
Entity.
(iv) Buyer and Seller shall promptly inform one
another of any challenge, including any challenge raised in
the context of an audit, by any Governmental Entity to any
allocation made pursuant to this subsection and agree to
consult with and keep one another informed with respect to
the state of, and any discussion, proposal or submission
with respect to, such challenge.
(g) Seller shall be responsible for obtaining all consents
listed on the Authorization Schedule attached hereto and removing all
Liens on the Assets (other than the Assigned Contracts) prior to
Closing at its expense.
2.02 The Closing.
(a) The closing of the purchase and sale of the Assets and
the assumption of the Assumed Liabilities hereunder (the "CLOSING")
shall take place at the offices of Xxxxxxx Xxxx, LLP in Portland,
Maine, at 9:00 a.m. on May 31, 2006, or at such other time and place
as the parties shall otherwise agree. The Closing shall be deemed
effective as of 12:01 a.m. on June 1, 2006, which date and time are
herein referred to as the "CLOSING DATE."
(b) At the Closing:
(i) Seller shall deliver to Buyer a xxxx of sale
in the form of EXHIBIT A attached hereto duly executed by
Seller (the "XXXX OF SALE") and such other appropriate
instruments of transfer and assignment as Buyer shall
reasonably request, in order to vest in Buyer, as of the
Closing Date, all of Seller's right, title and interest in,
to and under the Assets, free and clear of any Liens other
than the Assigned Contracts.
(ii) Buyer shall deliver to Seller, by wire
transfer of immediately available funds, to a bank account
designated in writing by Seller, an amount equal to the
Closing Payment. Seller shall deliver to Buyer written wire
transfer instructions at least three Business Days prior to
the Closing.
(iii) Buyer shall deliver the Escrow Funds to the
Escrow Agent.
(iv) Buyer and Seller shall make such other
deliveries as are required by and in accordance with this
Agreement.
2.03 Purchase Price Adjustment.
(a) The "PURCHASE PRICE ADJUSTMENT" (which may be a positive
or negative number) will be equal to the amount determined by
subtracting the (i) Closing Working
9
Capital from (ii) the Initial Working Capital. If the Purchase Price
Adjustment is positive, the Purchase Price Adjustment shall be paid by
wire transfer by Seller to an account specified by Buyer. If the
Purchase Price Adjustment is negative, the difference between the
Closing Working Capital and the Initial Working Capital shall be paid
by wire transfer by Buyer to an account specified by Seller. Payment
of the Purchase Price Adjustment, whether by Buyer or Seller, shall be
made without interest. Within three (3) Business Days after the
calculation of the Closing Working Capital becomes binding and
conclusive on the parties, Seller or Buyer, as the case may be, shall
make the wire transfer payment provided for in this Section 2.03.
(b) Buyer shall deliver its determination of the Closing
Working Capital to Seller as soon as practicable after the date which
is ninety (90) days following the Closing Date, but in no event later
than the date which is one hundred five (105) days after the Closing
Date.
(c) If within ten (10) days following delivery of the
Closing Working Capital calculation Seller has not given Buyer written
notice of its objection as to the Closing Working Capital calculation
(which notice shall state the basis of Seller's objection), then the
Closing Working Capital calculated by Buyer shall be binding and
conclusive on the parties and be used in computing the Purchase Price
Adjustment.
(d) If Seller duly gives Buyer such notice of objection, and
if Seller and Buyer fail to resolve the issues outstanding with
respect to the Closing Working Capital within thirty (30) days of
Buyer's receipt of Seller's objection notice, Seller and Buyer shall
submit the issues remaining in dispute to a firm of independent public
accountants acceptable to Buyer and Seller (the "INDEPENDENT
ACCOUNTANTS") for resolution of the issues that remain outstanding
with respect to the calculation of Closing Working Capital applying
the principles, policies and practices referred to in this Section
2.03 or in the definitions of terms used herein. If issues are
submitted to the Independent Accountants for resolution, (i) Seller
and Buyer shall furnish or cause to be furnished to the Independent
Accountants such work papers and other documents and information
relating to the disputed issues as the Independent Accountants may
request and are available to that party or its agents and shall be
afforded the opportunity to present to the Independent Accountants any
material relating to the disputed issues and to discuss the issues
with the Independent Accountants; and (ii) the determination by the
Independent Accountants of the issues that remain outstanding with
respect to the calculation of Closing Working Capital, as set forth in
a notice to be delivered to both Seller and Buyer within sixty (60)
days of the submission to the Independent Accountants of the issues
remaining in dispute, shall be final, binding and conclusive on the
parties and shall be used in computing the Purchase Price Adjustment.
(e) The fees and expenses of the Independent Accountants
incurred in the resolution of any items in dispute shall be determined
by the Independent Accountants and set forth in their notice and shall
be allocated and paid by Buyer and Seller in inverse proportion to the
extent they prevailed on the items in dispute.
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(f) If Buyer reconveys to Seller any Account Receivable
pursuant to Section 8.02(b), such reconveyed Accounts Receivable shall
thereafter be treated as an Excluded Asset.
ARTICLE III
DELIVERIES AT CLOSING
3.01 Seller's Deliveries. Seller shall deliver to Buyer each of the
following at the Closing:
(a) A certificate of the chief executive officer, the chief
financial officer or the chief operating officer of Seller in the form
set forth in EXHIBIT B attached hereto, dated the Closing Date;
(b) The Xxxx of Sale, duly executed by Seller;
(c) An Assignment and Assumption Agreement, duly executed by
Seller, substantially in the form of EXHIBIT C attached hereto (the
"ASSIGNMENT AND ASSUMPTION AGREEMENT");
(d) A Noncompetition Agreement, duly executed by Seller,
substantially in the form of EXHIBIT D attached hereto (the
"NONCOMPETITION AGREEMENT");
(e) A copy of each consent listed on the Authorization
Schedule attached hereto;
(f) An opinion, dated the Closing Date, of Xxxxx X. Xxxxxxx,
Esq., counsel to Seller, substantially in the form of EXHIBIT E
attached hereto;
(g) A Transition Agreement, duly executed by Seller,
substantially in the form of EXHIBIT F attached hereto (the
"TRANSITION AGREEMENT");
(h) Such documents as may be necessary to evidence the
transfer of ownership of the bank account referred to in Section
2.01(a)(viii);
(i) Copies of such consents necessary for the assignment of
the Assigned Contracts as may be requested by Buyer; and
(j) All documents that Buyer may reasonably request relating
to the existence of Seller and the authority and legal capacity of
Seller to enter into this Agreement and each of the other Transaction
Documents to which it is a party, all in form and substance reasonably
satisfactory to Buyer.
3.02 Buyer's Deliveries. Buyer shall deliver to Seller each of the
following at the Closing:
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(a) A certificate of the chief executive officer, the chief
financial officer or the chief operating officer of Buyer in the form
set forth in EXHIBIT G attached hereto, dated the Closing Date;
(b) The Assignment and Assumption Agreement, duly executed by
Buyer;
(c) The Noncompetition Agreement, duly executed by Buyer;
(d) The Transition Agreement, duly executed by Buyer; and
(e) All documents that Seller may reasonably request relating
to the existence of Buyer and the authority and legal capacity of
Buyer to enter into this Agreement and each of the other Transaction
Documents to which it is a party, all in form and substance reasonably
satisfactory to Seller.
ARTICLE IV
SELLER'S REPRESENTATIONS AND WARRANTIES
As a material inducement to Buyer to enter into this Agreement and to
consummate the transactions contemplated herein, Seller hereby represents and
warrants to Buyer, which representations and warranties shall be true and
correct on the date hereof and as of the date of the Closing, as follows:
4.01 Organization, Qualification and Authority. Seller is a
corporation duly organized and validly existing in its state of organization and
is in good standing and qualified to do business in all jurisdictions where
Seller conducts business except where such failure to be in good standing would
not have an adverse affect on the Business or the Assets. Seller has full power
and authority to own, lease and operate its facilities and assets as presently
owned, leased and operated and to carry on the Business as it is now being
conducted.
4.02 Board Authorization. The Board of Directors of Seller duly
authorized the execution, delivery and performance of this Agreement and any and
all of the other Transaction Documents to which Seller is or will be a party. No
approval is required of the shareholders of Seller for the execution, delivery
and performance of this Agreement, and no other corporate proceedings on the
part of Seller are necessary to authorize the execution, delivery or performance
by Seller of this Agreement and the other Transaction Documents to which Seller
is or will be a party which has not already been obtained. The individuals
executing this Agreement and all of the other Transaction Documents to which
Seller is or will be a party on behalf of and in the name of Seller are duly
authorized and empowered to so act.
4.03 Legality and Enforceability. This Agreement has been duly
executed and delivered by Seller and is the legal, valid and binding obligation
of Seller enforceable against Seller in accordance with its terms.
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4.04 Litigation. There is no pending or, to the best of Seller's
Knowledge, threatened legal action relating to the transactions contemplated
herein or generally to the Business or the Assets. Seller is not a party to any
pending action, nor is Seller in receipt of any inquiry, notice, citation,
investigation or complaint from any Governmental Entity or third party that
would affect Seller's ability to perform its obligations under this Agreement or
that would adversely affect the Business or Assets.
4.05 Consents and Approvals. Except as set forth on the Authorization
Schedule attached hereto, the execution and delivery of this Agreement and the
other Transaction Documents by Seller does not, and the consummation of the
transactions contemplated herein and therein and compliance with the terms
hereof and thereof will not, conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of consent, approval, termination, cancellation or acceleration of
any obligation or to loss of a benefit under, or to any increased, additional,
accelerated or guaranteed rights or entitlement of any Person under, or result
in the creation of any lien on the properties or assets of Seller under, any
provision of (i) the certificate of incorporation or by-laws of Seller, (ii) any
Contract, (iii) any Governmental Authorization held by Seller or (iv) any
judgment, order or decree or statute, law, or Legal Requirement applicable to
Seller or its properties or assets, including the Assets. Except as set forth on
the Authorization Schedule attached hereto, no permit, consent, approval,
license, order or authorization of, or registration, declaration or filing with,
any Governmental Entity is required to be obtained or made in connection with
(a) the execution, delivery or performance of this Agreement by Seller or the
consummation by Seller of any of the transactions contemplated herein or (b) the
conduct by Buyer of the Business following the Closing as conducted on the date
hereof (other than as required by some characteristic of Buyer).
4.06 Material Contracts and Commitments. The General Contracts
Schedule attached hereto contains a list of all Material Contracts. Except as
noted in the General Contracts Schedule attached hereto, each of the Material
Contracts is valid and in full force and effect; each is a legal, valid and
binding contract; and to the best of Seller's Knowledge, there has been no
threatened cancellation thereof or outstanding disputes thereunder. Seller has
performed all material obligations to be performed by it under the Material
Contracts. Each of the Material Contracts will continue to be binding in
accordance with its terms and inure to the benefit of Buyer after consummation
of the transactions contemplated herein (except to the extent that the General
Contracts Schedule attached hereto states that a consent to assignment is
required for such contract and such consent is not obtained). There is no
default (or an event which, with the giving of notice or lapse of time or both
would be a default) by Seller under any Material Contract; and there is no
pending or, to the best of Seller's Knowledge, threatened, bankruptcy,
insolvency or similar proceeding with respect to any other party to the Material
Contracts. There are no Material Contracts to which Seller is a party that could
reasonably be anticipated to have a material adverse effect on the value of the
Business or the Assets.
4.07 Financial Information. Attached as part of the Financial
Information Schedule are income statements for the Business for the fiscal years
ended September 30, 2002, September 30, 2003, September 30, 2004, and September
30, 2005 and balance sheets for the Business as of September 30, 2003, September
30, 2004, September 30, 2005 and December 31, 2005 and related notes regarding
the allocation of corporate expenses, together with the Interim Balance
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Sheet (collectively, the "SELLER FINANCIAL INFORMATION"). The Seller Financial
Information is accurate and complete in all material respects and presents
fairly the position of the Business as of the dates thereof and the results of
operations of the Business for the period covered thereby in accordance with
GAAP. The revenues and expenses contained in the segment reporting of Seller's
public filings are recorded in accordance with GAAP. Since September 30, 2005,
the Business has been conducted in the ordinary course and in substantially the
same manner as conducted prior to such date and Seller has made reasonable
efforts consistent with past practices to preserve the relationships of Seller
with its customers and suppliers and others with whom Seller deals. There are no
material liabilities or obligations of Seller, including, without limitation,
any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
deficiency, interest, penalty, cost, expense, obligation or responsibility,
either accrued, absolute, contingent, known, unknown or otherwise except as
disclosed in the Financial Information.
4.08 Customers; Accounts. The Customer Schedule attached hereto lists
all of the Customers, the annualized billing of such Customers and the services
being performed for the Customer, or on the Customer's behalf. Except as set
forth on the Customer Schedule attached hereto, none of the Customers has
advised Seller in writing or orally that it plans to terminate Seller's
services. Since September 30, 2005, there has not been any adverse change in the
business relationships of Seller (with respect to the Business) with Customers.
4.09 Account Agreements. Except as reflected in the Customer Schedule
with respect to current pricing, Seller has not entered into any written
Contract with any Customer other than a Contract in substantially the form of
one of the forms set forth on the Accounts Schedule (the "Account Agreements").
Seller has not entered into any other type of written contract or agreement with
Customers that is materially different than the Account Agreements. No oral
Contract with a Customer (a "Customer Account") creates a burden or obligation
on Seller other than for the provision of payroll services in the ordinary
course of Seller's business on terms substantially similar to the Account
Agreements (except as reflected in the Customer Schedule with respect to current
pricing) and each such Customer Account may be terminated by Seller on not more
than thirty (30) days notice. Seller is not presently rendering services to any
Customer other than pursuant to an Account Agreement or Customer Account. Each
Account Agreement and Customer Account is valid, is not in material breach, is
in full force and effect and is validly assignable to Buyer (whether in full
force and effect or not) without the consent of any other party. There are no
oral or written agreements or representations entered into by Seller or made by
Seller that amend any Account Agreement, other than those identified on the
Accounts Schedule attached hereto.
4.10 Ownership of Assets. Seller either owns the Assets or leases them
pursuant to a Material Contract. Except as set forth on the Equipment and Fixed
Assets Schedule attached hereto, Seller has good title to all of the Assets
owned by it, including furniture and equipment, fixed assets, and all contract
rights and intangible assets, and good and valid lease rights in all of the
Assets leased by it, in each case free and clear of mortgages, security
interests, liens, defects, charges, encumbrances, restrictions and rights of
third parties. Except as set forth on the Equipment and Fixed Assets Schedule
attached hereto, the Assets are sufficient for the continued conduct of the
Business after the Closing in substantially the same manner as conducted prior
to the Closing.
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4.11 Marketable Title. Except as set forth on the Equipment and Fixed
Assets Schedule attached hereto, Seller has good, valid and marketable title to
the Assets owned by it, free and clear of all security interests, demands,
liens, claims, or encumbrances of any nature or kind whatsoever. There exist no
facts or set of circumstances which would prevent Seller from performing under
this Agreement, or which would prevent or render Seller unable to deliver good
and marketable title to the Assets.
4.12 Condition of Assets. Except as explicitly excluded on the
Equipment and Fixed Assets Schedule attached hereto, and to the best of Seller's
Knowledge, all of the Assets are in good working order and condition, ordinary
wear and tear excluded, and have been maintained in accordance with practices
prevailing in the industry. To the best of Seller's Knowledge, in no case have
any of the Assets been installed in a manner which was in material violation of
any applicable Legal Requirement or Contract when installed.
4.13 Intellectual Property. Seller owns or has the right to use all
Intellectual Property used in connection with the Business (either currently or
at any time in the past 12 months), all of which (other than "off-the-shelf"
software generally commercially available for a cost of less than $1,500 for a
perpetual license) is identified on the Intellectual Property Schedule attached
hereto, and following the Closing, Buyer will own or be able to use all such
Intellectual Property on the identical terms and conditions as Seller owned or
used such items prior to the Closing, subject to the receipt of any third party
consents identified on the Intellectual Property Schedule attached hereto as
being necessary for the valid transfer of such Intellectual Property. The
Intellectual Property Schedule attached hereto specifically distinguishes the
Intellectual Property that is owned by Seller ("SELLER'S INTELLECTUAL PROPERTY")
from the Intellectual Property that is used by Seller, but owned by a third
party. Seller developed the Program using third-party software development tools
and Seller has the right to use and transfer the Program.
(a) Each employee of Seller who created any of Seller's
Intellectual Property and each independent contractor engaged by
Seller who created any of Seller's Intellectual Property has assigned
to Seller all of such employee's or contractor's right, title and
interest in such Intellectual Property. No other Person (other than
licensors of "off-the-shelf" software that is generally commercially
available for a cost of less than $1,500 for a perpetual license,
licensors of Intellectual Property under the agreements disclosed
pursuant to paragraph (c) below and non-exclusive licensees of
Seller's Intellectual Property identified pursuant to paragraph (e)
below) has any rights to any of the Intellectual Property owned or
used by Seller, and, to Seller's Knowledge, no other Person is
infringing, violating or misappropriating any of the Intellectual
Property that Seller owns or has an exclusive license to use or that
is otherwise material to the Business.
(b) None of the activities or Business conducted by Seller and
none of the Intellectual Property owned or used by Seller (other than
"off-the-shelf" software generally commercially available for a cost
of less than $1,500 for a perpetual license) infringes, violates or
constitutes a misappropriation of (or in the past infringed, violated
or constituted a misappropriation of) any Intellectual Property of any
other Person. Seller
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has not received any written complaint, claim or notice alleging any
such infringement, violation or misappropriation. Seller has obtained
all necessary rights to use, including without limitation the right to
use on the relevant computer system and with the applicable number of
"seats" and concurrent users, all "off-the-shelf" generally
commercially available software used in connection with the Business,
and has not received any written complaint, claim or notice alleging
that any such software (or its use of any such software) infringes,
violates or constitutes a misappropriation of (or in the past
infringed, violated or constituted a misappropriation of) any
Intellectual Property of any other Person.
(c) Except as set forth on the Intellectual Property Schedule
attached hereto, Seller has no agreements with any Person pursuant to
which Seller obtains rights to Intellectual Property material to the
Business (other than software that is generally commercially available
for a cost of less than $1,500 for a perpetual license) that is owned
by a Person other than Seller. Other than as identified on the
Intellectual Property Schedule attached hereto, Seller is not
obligated to pay any royalties or other compensation to any third
party in respect of its ownership, use or license of any of its
Intellectual Property.
(d) Seller has taken reasonable precautions (i) to protect its
rights in its Intellectual Property and (ii) to maintain the
confidentiality of its trade secrets, know-how and other confidential
Intellectual Property, and to Seller's Knowledge, there have been no
acts or omissions by the officers, directors, employees and agents of
Seller, the result of which would be to materially compromise the
rights of Seller to apply for or enforce appropriate legal protection
of Seller's Intellectual Property.
(e) Except as set forth on the Intellectual Property Schedule
attached hereto, Seller has not granted any Person any permission,
right or license to use, distribute, assign, license or sublicense any
Intellectual Property.
4.14 Licensure; Compliance with Laws, Regulations and Court Orders.
The Licenses Schedule attached hereto sets forth all of the Governmental
Authorizations, certificates, franchises, accreditations, registrations, or
permits relating to the Business. There is not any outstanding or, to the best
of Seller's Knowledge, threatened order, writ, injunction or decree of any
court, Governmental Entity or arbitration tribunal against or affecting the
Business or the Assets. Seller is in compliance with all applicable federal,
state and local laws, Governmental Authorizations, Legal Requirements and
administrative orders except where such non-compliance is not reasonably
anticipated to have an adverse effect on the Business or the Assets, and Seller
has not received any notices of alleged violations thereof, except as disclosed
in the Licenses Schedule attached hereto. To the best of Seller's Knowledge, no
Governmental Entity is currently conducting proceedings against Seller or any
employee of Seller with respect to the Business, and no such investigation or
proceeding is pending or being threatened.
4.15 Insurance. Seller has in effect and has continuously maintained
insurance coverage on an "occurrence" basis for its operations, personnel,
employees and Assets. Seller is aware that it is required to have in full force
and effect a policy of general liability, worker's
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comp, errors and omissions, and any other applicable insurance. Seller has had
such insurance coverage in full force and effect for at least the immediately
preceding two (2) year period. The Insurance Schedule attached hereto lists each
insurance policy maintained by Seller with respect to the Assets or the Business
and the type and extent of coverage afforded thereby. All such policies are in
full force and effect, all premiums due and payable thereon have been paid, and
no notice of cancellation or termination has been received by Seller with
respect to any such policy which has not been replaced on substantially similar
terms prior to the date of such cancellation. To the Knowledge of Seller, the
activities and operations of Seller have been conducted in a manner so as to
conform in all material respects to all applicable provisions of such insurance
policies. In the event any insurance lapses prior to the Closing Date, Seller
assumes all liability for any and all claims that would have been covered but
for any insurance lapses.
4.16 Brokerage. There are no claims for brokerage commissions,
finders', investment banker or financial advisor fees or similar compensation in
connection with the transactions contemplated in this Agreement based on any
arrangement or agreement made by or on behalf of Seller or any of its
Affiliates, other than fees payable to SunTrust Xxxxxxxx Xxxxxxxx (which shall
be paid by Seller and for which Buyer shall have no responsibility).
4.17 Environmental Compliance. To the Knowledge of Seller, there has
been no storage, disposal, generation, manufacture, refinement, transportation,
handling or treatment of toxic wastes, medical wastes, hazardous wastes or
hazardous substances by Seller or, to the best of Seller's Knowledge, Seller's
predecessors in interest at, upon or from any location leased by Seller in
violation of any applicable law, Legal Requirement, order, judgment, decree or
permit or which would require remedial action under any applicable law, Legal
Requirement order, judgment, decree or permit; and, to the Knowledge of Seller,
there has been no material spill, discharge, leak, emission, injection, escape,
dumping or release of any kind onto such property or into the environment
surrounding such property of any toxic wastes, medical wastes, solid wastes,
hazardous wastes or hazardous substances due to or caused by Seller or, to the
best of Seller's Knowledge, Seller's predecessors in interest. The terms
"HAZARDOUS WASTES," "TOXIC WASTES," "HAZARDOUS SUBSTANCES" and "MEDICAL WASTES"
shall have the meanings specified in any applicable local, state, Federal and
foreign laws or regulations with respect to environmental protection.
4.18 Scheduled Employees.
(a) Except as described on the Scheduled Employees Schedule
attached hereto, no Contract that provides current or future benefits
to any employee listed on such schedule (a "SCHEDULED EMPLOYEE")
provides or is required to provide, now or in the future, health,
medical, dental, accident, disability, death or survivor benefits to
or in respect of any Person beyond termination of employment, except
to the extent required under any state insurance law or under Part 6
of Subtitle B of Title I of ERISA and under Section 4980(B) of the
Code.
(b) To the best of Seller's Knowledge, as of the Closing Date,
no Scheduled Employee intends (i) to terminate his or her employment
with Seller (except in order to accept employment with Buyer) or (ii)
not to accept employment with Buyer.
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(c) Except as described in the Scheduled Employees Schedule
attached hereto, the consummation of the transactions contemplated in
this Agreement will not (i) entitle any employee of Seller to
severance pay or termination benefits for which Buyer may be liable,
(ii) accelerate the time of payment or vesting, or increase the amount
of compensation due to any such employee (or any former employee of
Seller) for which Buyer or any of its Affiliates may be liable or
(iii) obligate Buyer or any of its Affiliates to pay or otherwise be
liable for any compensation, vacation days, pension contribution or
other benefits to any employee, consultant or agent of Seller for
periods before the Closing Date or for personnel whom Buyer or any of
its Affiliates does not actually employ.
(d) The Scheduled Employees Schedule attached hereto includes,
for each employee listed thereon, that employee's original date of
hire with Seller and current rate of base compensation.
4.19 Tax Matters. Seller has timely filed with the appropriate Taxing
Authorities all federal Tax Returns, all state Tax Returns for each of the
states of the United States wherein such filing is required and all other
material Tax Returns which, in each case, are required to be filed that relate
to the Business, which Tax Returns properly reflect the Taxes payable for the
periods covered thereby. All such Tax Returns are true, correct and complete in
all material respects. Seller has duly paid, or will timely pay, to the
appropriate Taxing Authorities all Taxes which are required to be paid that
relate to the Business, including all sales Taxes, gross receipts Taxes and
Taxes withheld from employees' wages and all other Taxes due or claimed to be
due by a Taxing Authority for all taxable periods ending on or prior to the
Closing Date, except to the extent such Taxes are being contested in good faith
by appropriate proceedings.
4.20 Proprietary Software and Program. Seller owns or has the right to
use the Proprietary Software including the Program. No proprietary rights in any
Proprietary Software have been transferred, whether by sale, assignment or
license (except for permission granted, in the ordinary course of business, to
customers of Seller to use Proprietary Software), or have been lost. Seller has
preserved the confidentiality of the source code for all Proprietary Software,
including the Program, and such source code has not been disclosed to any Person
(other than to employees of Seller in connection with the performance of their
duties to Seller). The rights of Seller in the Proprietary Software, including
the Program, are free and clear of any Liens except for (i) Liens relating to
current Taxes not yet due and payable and (ii) Liens which do not materially
interfere, individually or in the aggregate, with the continued use and
operation of such Proprietary Software, including the Program. No claims are
pending, or, to the Knowledge of Seller, threatened against Seller relating to
violation of trade secret rights, copyrights or other proprietary rights with
respect to any of the Proprietary Software. The Proprietary Software, including
the Program, is the most recent versions of the programs constituting the
Proprietary Software. The Proprietary Software, including the Program, conform
substantially to the functional and operational specifications set forth in the
respective user manuals and other documentation for such software.
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4.21 Transactions with Affiliates. Except as set forth on the Related
Party Transaction Schedule attached hereto, none of (i) Seller or any of its
Affiliates, (ii) to the Knowledge of Seller, any director or officer of Seller
or (iii) to the Knowledge of Seller, any Person with a relationship not more
remote than first cousin of any Person specified in clause (ii), is presently,
or during the 12-month period ending on the date hereof has been, a party to any
transactions with Seller relating primarily to the Business (including any
Contract relating primarily to the Business and providing for the furnishing of
services by, or rental of real or personal property from, or otherwise requiring
payments to, Seller or any such Affiliate, director, officer or shareholder or
relative).
4.22 Disclosure. No representation made herein by Seller, contains any
untrue statement of a material fact or omits to state a material fact necessary
to make these statements not misleading.
4.23 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN
EQUITY, IN RESPECT OF THE BUSINESS, THE ASSETS OR ANY OTHER ASPECT OF THE
BUSINESS, THE ASSETS, LIABILITIES OR OPERATIONS, AND ANY SUCH OTHER
REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
ARTICLE V
BUYER REPRESENTATIONS AND WARRANTIES
As a material inducement to Seller to enter into this
Agreement and to consummate the transactions contemplated herein, Buyer hereby
represents and warrants to Seller, which representations and warranties shall be
true and correct on the date hereof and as of the date of the Closing, as
follows:
5.01 Organization and Corporate Power. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Florida, with all requisite corporate power and authority to enter into this
Agreement and the other Transaction Documents to which it is or will be a party,
to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated herein and therein.
5.02 Authorization; Valid and Binding Agreement. The authorization,
execution, delivery and performance of this Agreement and the other Transaction
Documents by Buyer, and the consummation of the transactions contemplated herein
and therein have been duly and validly authorized by all corporate acts and
other proceedings required to be taken on the part of Buyer and no other
corporate proceedings on its part are necessary to authorize the execution,
delivery or performance by Buyer of this Agreement or the other Transaction
Documents. Each of this Agreement, and the other Transaction Documents has been,
or when executed will be, duly executed and delivered by Buyer and constitute a
legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms.
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5.03 No Breach. The execution and delivery of this Agreement and the
other Transaction Documents by Buyer do not, and the consummation of the
transactions contemplated herein and therein and compliance with the terms
hereof and thereof will not, conflict with, or result in any violation of or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of consent, approval, termination, cancellation or acceleration of
any obligation or to loss of a material benefit under, or to any increased,
additional, accelerated or guaranteed rights or entitlement of any Person under,
or result in the creation of any Lien on the properties or assets of Buyer
under, any provision of (i) the Articles of Incorporation or bylaws of Buyer,
(ii) any Contract to which Buyer is a party or by which any of its properties or
assets are bound, (iii) any license, franchise, permit or similar authorization
held by Buyer or (iv) any judgment, order or decree, or statute, law, or Legal
Requirement applicable to Buyer or its properties or assets.
5.04 Governmental Consents. Except as set forth on the Governmental
Consents Schedule attached hereto, no permit, consent, approval, Governmental
Authorization, order or authorization of, or registration, declaration or filing
with, any Governmental Entity is required to be obtained or made in connection
with the execution, delivery or performance of this Agreement by Buyer or the
consummation by Buyer of any of the transactions contemplated herein.
5.05 Brokerage. There are no claims for brokerage commissions,
finders', investment banker or financial advisor fees or similar compensation in
connection with the transactions contemplated by this Agreement based on any
arrangement or agreement made by or on behalf of Buyer or any of its Affiliates.
ARTICLE VI
CONDUCT OF BUSINESS PRIOR TO CLOSING.
From and after September 30, 2005 and until the Closing Date, Seller
shall have conducted, and Seller agrees that it will conduct, the affairs of the
Business as follows:
6.01 Ordinary Course. The Business shall have been and shall be
conducted only in the ordinary course consistent with past practice. Seller has
maintained and shall maintain the Business, and the property, equipment and
other assets associated therewith consistent with past practice and all
applicable Legal Requirements. Seller has complied and shall comply in a timely
fashion with the provisions of all General Contracts and commitments. Seller
shall pay or otherwise satisfy in the ordinary course of business consistent
with its past practices all of the liabilities and obligations associated with
the Business and shall collect its Accounts Receivable only in the ordinary
course of business consistent with its past practices. Seller has used and shall
use commercially reasonable efforts to keep the Business intact, keep available
the services of the present employees of the Business and preserve the goodwill
of the suppliers, customers and others having relations with the Business.
Seller has maintained and shall maintain in full force and effect its policies
of insurance disclosed on the Insurance Schedule attached hereto. As soon as
practicable after the date of this Agreement, Seller shall make all filings
required under Legal Requirements to be made by it, and seek all consents to be
obtained by it, in order to carry out its
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obligations under this Agreement and the other Transaction Documents. Seller
shall cooperate with Buyer in obtaining any Governmental Authorization required
by Buyer to own and operate the Business from and after the Closing Date.
6.02 Negative Covenants. The Company shall not have:
(a) Entered into any Contract relating to the Business except
(i) those made in the ordinary course of business, the terms of which
are consistent with past practice, or (ii) with the consent of Buyer,
which consent shall not be unreasonably withheld or delayed;
(b) Failed to pay any Tax or any other liability or charge
when due, other than liabilities contested in good faith by
appropriate proceedings;
(c) Incurred any debt, liability or obligation with respect to
the Business, other than current liabilities incurred in the ordinary
and usual course of business or pay any debt, liability or obligation
of any kind other than current liabilities and current maturities of
long term debt;
(d) Mortgaged, pledged or otherwise encumbered or directly or
indirectly transferred, or transferred any interest it holds in, any
of the Assets;
(e) Sold, leased, transferred or disposed of any of the
properties or assets associated with the Business;
(f) Taken any action or omitted to take any action that caused
or will cause a breach or termination of any of Seller's Governmental
Authorizations or General Contracts, other than termination by
fulfillment of the terms thereunder;
(g) Made, changed or revoked any Tax election or made any
agreement or settlement with any taxing authority relating to the
Business;
(h) Changed any employee's salary, wage, benefits or bonus, or
increased the number of employees assigned to the Business except with
the written approval of Buyer;
(i) Made, or permitted to be made, any distribution, transfer,
payment or allocation from the Business to Seller or any of its
Affiliates except in the ordinary course of business consistent with
its past practices; or
(j) Entered into any Contract to do any of the things
described in clauses (a) through (i).
6.03 Access. Seller shall provide Buyer reasonable access during
normal business hours to all of the properties, books, Contracts, commitments,
records, officers, personnel and accountants of the Business (including
independent public accountants and their audit work papers concerning the
Company) and shall furnish all such documents and copies of documents
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and all information with respect to the properties, liabilities and affairs of
the Business as Buyer may reasonably request. Such information shall be subject
to the Confidentiality Agreement.
6.04 Notice of Breaches, Supplemental Schedules. Between the date of
this Agreement and the Closing, Seller shall promptly notify Buyer in writing if
it becomes aware of (a) any fact or condition that causes or constitutes a
breach of any of Seller's representations and warranties made as of the date of
this Agreement or (b) the occurrence after the date of this Agreement of any
fact or condition that would or be reasonably likely to (except as expressly
contemplated in this Agreement) cause or constitute a breach of any such
representation or warranty had that representation or warranty been made as of
the time of the occurrence of, or Seller's discovery of, such fact or condition.
Should any such fact or condition require any change to any of the schedules
attached hereto, Seller shall promptly deliver to Buyer a supplement to the
affected schedule specifying such change. Such delivery shall not affect any
rights of Buyer under Sections 7.01(a) and 10.01(a). During the same period,
Seller shall promptly notify Buyer of the occurrence of any breach of any
covenant of Seller in this Article VI or of the occurrence of any event that may
make the satisfaction of the conditions in Article VII impossible or unlikely.
6.05 No Solicitation of Proposals. Until such time as this Agreement
shall be terminated pursuant to Section 10.01, Seller shall not directly or
indirectly, or through any other Person, solicit, initiate, encourage or
entertain any inquiries or proposals from, discuss or negotiate with, provide
any nonpublic information to or consider the merits of any inquiries or
proposals from any Person (other than Buyer) relating to any business
combination or acquisition involving the Business, including the sale of
Seller's stock, the merger or consolidation of Seller or the sale of Seller's
business or any of the Assets other than in the ordinary course of business
(each, a "PROPOSAL"). Seller shall notify Buyer of any such Proposal within
twenty-four (24) hours of receipt or awareness of the same by Seller and shall
provide Buyer with the identity of any Person making such Proposal and copies of
any written correspondence, together with any information Buyer may reasonably
request, regarding the terms and conditions of any such Proposal.
6.06 Best Efforts. Seller shall use its best efforts to cause the
conditions in Article VII to be satisfied.
ARTICLE VII
CONDITIONS TO CLOSING.
7.01 Conditions to Obligations of Buyer. The obligations of Buyer to
purchase the Assets at the Closing is subject to the satisfaction, at or prior
to the Closing Date, of the following conditions:
(a) The representations and warranties made by Seller shall
be true and correct in all material respects as of the Closing Date
with the same force and effect as if they had been made as of the
Closing Date, and Seller shall have performed all obligations and
conditions herein required to be performed or observed by it on or
prior to the Closing Date. The representations and warranties made by
Seller in this Agreement
22
shall have been true and correct in all material respects as of the
date hereof, and there shall have been no material adverse change in
the business or prospects of the Business since September 30, 2005.
(b) Seller shall have obtained any and all consents,
Governmental Authorizations and waivers necessary for consummation of
the transactions contemplated in this Agreement and the other
Transaction Documents. The Assets shall be free and clear of all Liens
other than the Assigned Contracts.
(c) There shall not have been commenced or threatened any
proceeding (i) involving any challenge to, or seeking relief (monetary
or otherwise) in connection with any of the transactions contemplated
herein, or (ii) that may have the effect of preventing, delaying,
making illegal, imposing limitations or conditions or otherwise
interfering with any of the transactions contemplated herein. Neither
the consummation nor the performance of any of the transactions
contemplated herein shall directly or indirectly (with or without the
lapse of time), contravene or conflict with, or result in a violation
of, or cause Buyer to suffer any adverse consequence under any Legal
Requirement, whether existing or proposed.
(d) Each of Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx
shall have agreed to enter into employment and noncompetition
agreements with Buyer in form and substance satisfactory to Buyer, and
Seller shall have entered into a noncompetition, nonsolicitation and
confidentiality agreement with Xxxxx Xxxxxx upon terms satisfactory to
Buyer.
(e) Buyer shall have entered into an agreement with Ceridian
Inc. providing for the transition to it, or vendors of its choice, of
Customers who receive services from Ceridian and the termination of
all agreements with Ceridian included in the Assigned Contracts in
form and substance satisfactory to Buyer.
(f) Seller shall have, effective the Closing Date, terminated
(i) the Agreement dated August, 2005 between Seller and Xxxxxxxxx
Xxxxx Associates (the "PSA AGREEMENT"), and (ii) the Marketing Partner
Agreement dated February 1, 2004 with Directo, Inc. (the "DIRECTO
AGREEMENT").
7.02 Conditions to Obligations of Seller. Seller's obligation to sell
and transfer the Assets at the Closing Date is subject to the satisfaction, on
or prior to such Closing, of the following conditions:
(a) The representations and warranties made by Buyer shall be
true and correct at the date of the Closing, with the same force and
effect as if they had been made on and as of said date.
(b) Buyer shall have performed and complied with all
agreements and conditions herein required to be performed or complied
with by it on or before the Closing Date.
23
ARTICLE VIII
POST-CLOSING COVENANTS
8.01 Seller's Covenants.
(a) Seller agrees that it shall handle and pay over, or cause
to be handled and paid over, to the appropriate parties in a manner
consistent with Seller's past business practices all amounts received
from Customers prior to Closing and withheld from payroll payments
made to employees of such Customers prior to Closing, or otherwise
held, in order to pay workers' compensation or other insurance
premiums or to fund contributions (whether on behalf of employer or
employee) to 401(k) or other similar investment plans.
(b) Seller will cooperate with, and provide all information
reasonably requested by, the firm of public accountants retained by
Buyer in connection with the audit of the financial statements of the
Business for Buyer's current fiscal year (and prior years in
connection therewith), including such portion of said period during
which the Business was owned and operated by Seller.
8.02 Buyer's Covenants.
(a) Buyer agrees (i) in the case of Excluded Assets received
or held by it that constitute cash, promptly to pay to Seller such
Excluded Asset or proceeds and (ii) in the case of other Excluded
Assets received or held by it promptly to make available for delivery
to Seller such Excluded Asset, together with any endorsements
necessary to reflect Seller's ownership interests therein.
(b) Buyer agrees that for a period of ninety (90) days
following the Closing, it will collect all accounts receivable owed by
Customers, which accounts are included in the Assets, using collection
efforts consistent with Buyer's own collection procedures and
practices for its own accounts receivable. Nothing in the preceding
sentence shall, however, be construed to permit Buyer to forgive any
portion of any amount owed under any account receivable that
constitutes an Excluded Asset in excess of ten percent (10%) of the
total amount owed under such account receivable, without the prior
written consent of Seller. Buyer agrees that all amounts received from
Customers will be applied to accounts receivable in accordance with
the invoice numbers indicated with such payments, or, if none, in
chronological order by date of invoice. Following the ninety (90) day
period referred to in this Section 8.02(b), Buyer may, but shall not
be required to, reconvey any Account Receivable that remains
outstanding to Seller and thereafter shall have no further obligation
to collect such accounts and Seller may collect such reconveyed
accounts receivable consistent with Seller's past collection
procedures and practices.
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(c) Buyer agrees that it shall use reasonable efforts to
preserve the Records for a period of two years after the Closing Date
at Buyer's expense. Until the second anniversary of the Closing Date
Buyer shall provide to Seller or its designee reasonable access to the
Records at such times as the Records are available to Buyer. Seller
shall pay any access charges or other third-party fees incurred in
connection with Seller's access to the Records.
ARTICLE IX
SURVIVAL AND INDEMNIFICATION
9.01 Survival. All of the representations and warranties contained in
this Agreement and in any certificate delivered pursuant hereto shall survive
the Closing for purposes of Section 9.02 and shall survive until the close of
business on the second anniversary of the Closing Date, provided, however, that
(i) the representations and warranties set forth in Sections 4.01, 4.02, 4.10,
4.11, 4.16 and 4.19 and (ii) in the case of fraud, intentional misrepresentation
or intentional breach, any representation or warranty, shall survive until the
expiration of the relevant statute of limitations (taking into account any
extensions thereof) or 30 days after the expiration of the relevant statute of
limitations (taking into account any extension thereof) for third party claims
made within 30 days prior to the expiration of the relevant statute of
limitations (taking into account any extensions thereof). The right to
indemnification, reimbursement or other remedy based upon such representations,
warranties, covenants and obligations shall not be affected by any investigation
conducted with respect to, or any knowledge acquired (or capable of being
acquired) at any time, whether before or after the execution and delivery of
this Agreement or the Closing Date, with respect to the accuracy or inaccuracy
of or compliance with any such representation, warranty, covenant or obligation.
9.02 Indemnification.
(a) Seller shall indemnify Buyer and its officers, directors,
shareholders and Affiliates against and hold them harmless from any
loss, liability, claim, damage, expense, action, suit, proceeding,
demand, judgment or cost (including reasonable legal fees and
expenses) ("LOSSES") suffered or incurred by any such indemnified
party arising from or relating to (i) any breach of any representation
or warranty of Seller contained in this Agreement, (ii) any breach of
any covenant of Seller contained in this Agreement or any of the other
Transaction Documents, (iii) the conduct of the Business by Seller
before the Closing Date, (iv) except for the Assumed Liabilities, any
and all liabilities or obligations of Seller, (v) the failure of
Seller to comply with any bulk sales laws or any state or local tax
laws applicable to Seller in connection with the transactions
contemplated in this Agreement or in any of the other Transaction
Documents, and (vi) any and all Retained Liabilities.
(b) Buyer shall indemnify Seller and its respective officers,
directors, shareholders and Affiliates against and hold them harmless
from any Losses suffered or incurred by any such indemnified party
arising from or relating to (i) any breach of any representation or
warranty of Buyer contained in this Agreement, (ii) any breach of any
25
covenant of Buyer contained in this Agreement or any of the other
Transaction Documents, (iii) the conduct of the Business or use of the
Assets after the Closing Date, (iv) any and all Assumed Liabilities or
(v) the failure by Buyer to comply with any state or local tax laws
applicable to Buyer in connection with the transactions contemplated
in this Agreement or in any of the other Transaction Documents.
(c) Except as provided below, Seller shall not have any
liability under Section 9.02(a) unless the aggregate of all Losses
relating thereto for which Seller would, but for this Section 9.02(c),
be liable exceeds Fifty Thousand Dollars ($50,000), in which case
Buyer shall be entitled to all such Losses regardless of amount.
Except as provided below, Buyer shall not have any liability under
Section 9.02(b) unless the aggregate of all Losses relating thereto
for which Buyer would, but for this Section 9.02(c), be liable exceeds
Fifty Thousand Dollars ($50,000), in which case Seller shall be
entitled to all such Losses regardless of amount. The aggregate
liability of Seller for indemnification or otherwise under this
Agreement shall be limited to the Purchase Price and Buyer shall have
no other recourse against Seller or their respective Affiliates with
respect to such indemnity obligations or otherwise arising under this
Agreement; provided that this sentence shall in no way affect or limit
Seller's liability for the Retained Liabilities. The aggregate
liability of Buyer for indemnification or otherwise under this
Agreement shall be limited to the Purchase Price and Seller shall have
no other recourse against Buyer or their respective Affiliates with
respect to such indemnity obligations or otherwise arising under this
Agreement; provided that this sentence shall in no way affect or limit
Buyer's liability for the Assumed Liabilities. Notwithstanding
anything herein to the contrary, this Section 9.02(c) shall not apply
to claims under Sections 9.02(a)(ii), 9.02(a)(vi), 9.02(b)(ii),
9.02(b)(iv), or to any matter arising in respect of Sections 4.01,
4.02, 4.10, 4.11, 4.16 or 4.19, or to any breach of any of Seller's
representations and warranties of which Seller had Knowledge at any
time prior to the date on which such representation or warranty was
made or any intentional breach by Seller of any covenant or obligation
and Seller shall be liable for all Losses with respect thereto.
(d) The obligations to indemnify and hold harmless any Person
(i) pursuant to Section 9.02(a)(i) and Section 9.02(b)(i), shall
terminate when the applicable representation or warranty terminates
pursuant to Section 9.01 and (ii) pursuant to clauses (ii) through
(vii) of Section 9.02(a) and clauses (ii) through (v) of Section
9.02(b), shall not terminate; provided, however, that as to clause (i)
of this Section 9.02(d) such obligations to indemnify and hold
harmless shall not terminate with respect to any item as to which the
Person to be indemnified shall have, before the expiration of the
applicable period, previously made a claim by delivering a notice of
such claim (stating in reasonable detail the basis of such claim) to
the indemnifying party.
(e) This Section 9.02 shall in no way affect or limit (x)
Seller's liability for the Retained Liabilities or (y) Buyer's
liability for the Assumed Liabilities. Nothing in this Section 9.02
shall in any way limit the ability of Buyer to defend any claim on the
basis that such claim relates to a Retained Liability for which Seller
is directly liable or the ability of a Seller to defend any claim on
the basis that such claim relates to an Assumed Liability for which
Buyer is directly liable.
26
(f) In case any claim or litigation which might give rise to
any indemnification obligation (an "ASSERTED LIABILITY") of a party
under this Section 9.02 (each an "INDEMNIFYING PARTY") shall come to
the attention of the party seeking indemnification hereunder (the
"INDEMNIFIED PARTY"), the Indemnified Party shall promptly notify the
Indemnifying Party in writing of the existence, nature and amount of
the potential Loss for which indemnification may be sought. Failure to
give such notice shall not prejudice the rights of the Indemnified
Party, except to the extent that the Indemnifying Party shall have
been prejudiced by such failure. With respect to claims or litigation
concerning third parties, the Indemnifying Party may assume the
defense, on behalf of the Indemnified Party, of any Asserted Liability
involving claims which may, in the reasonable judgment of the
Indemnifying Party, give rise to a Loss in excess of $100,000, if the
Indemnifying Party acknowledges in writing to the Indemnified Party
that such Asserted Liability is subject to indemnification pursuant to
this Section 9.02. If the Indemnifying Party shall assume the defense
of any such Asserted Liability, it shall be entitled to select and
retain counsel and, except as provided in the next sentence, the
Indemnifying Party shall not be liable for the fees and expenses of
any counsel retained by any Indemnified Person in connection with such
Asserted Liability. In connection with any such Asserted Liability,
the defense of which the Indemnifying Party shall have assumed, any
Indemnified Person shall have the right to participate in such defense
and to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person, unless the
Indemnified Party reasonably objects thereto on the ground that
counsel for such Indemnifying Party cannot represent both the
Indemnified Party and the Indemnifying Party because such
representation would be reasonably likely to result in a conflict of
interest or because there may be defenses available to the Indemnified
Party that are not available to such Indemnifying Party. The
Indemnifying Party may settle any Asserted Liability only with the
written consent of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed; provided, however, that such consent
shall not be required if such settlement (i) provides only for the
payment of damages and such damages are paid by the Indemnifying Party
and (ii) includes an unconditional release of the Indemnified Party
for any Loss arising out of such Asserted Liability. If the
Indemnified Party has assumed the defense of any Asserted Liability,
it shall be entitled to select and retain counsel; provided, however,
that unless the Indemnifying Party shall have approved in writing such
counsel (such approval not to be unreasonably withheld), the fees and
expenses of such counsel shall be borne by the Indemnified Party. If
the Indemnified Party has assumed the defense of any Asserted
Liability, (i) the Indemnifying Party shall have the right to
participate in such defense and to retain its own counsel and (ii) the
Indemnified Party may not settle such Asserted Liability without the
written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed.
(g) The procedures set forth in this Section 9.02(g) shall
apply, and the procedures of Section 9.02(f) shall not apply, to any
Asserted Liability involving Customer claims (A) which in the
reasonable judgment of Buyer, will not give rise to aggregate Losses
in excess of $5,000, ( the "SETTLEMENT CAP") and (B) which constitute
Retained Liabilities (each a "QUALIFIED ASSERTED LIABILITY"). Buyer
shall not settle any
27
Asserted Liability that would have been a Qualified Asserted Liability
covered by this Section 9.02(g) but for the fact that such Asserted
Liability exceeds or would exceed in whole or in part the Settlement
Cap, without the prior written consent of Seller, which consent shall
not be unreasonably withheld or delayed. Upon receipt of such consent,
Buyer may pay the amount consented to with respect to such Asserted
Liability and such Asserted Liability shall constitute a Qualified
Asserted Liability and such payment shall constitute a Pre-authorized
Settlement for purposes of this Section 9.02(g). Buyer shall assume
the defense of each Qualified Asserted Liability and shall be entitled
to select and retain counsel in connection therewith. Buyer may settle
any Qualified Asserted Liability without the consent of Seller in a
manner consistent with Buyer's practices in settling similar claims
for their own account, and Seller shall pay the settlement amount in
connection with any such settlement; provided that (i) such settlement
(each a "PRE-AUTHORIZED SETTLEMENT") provides only for the payment of
damages and such damages do not exceed the Settlement Cap; and (ii)
each Pre-authorized Settlement is included on a Monthly Settlement
Report delivered by Buyer to Seller. Claims to which this Section
9.02(g) applies shall not be subject to the limitation provided in
Section 9.02(c). Each Monthly Settlement Report will include an
invoice from Buyer for the aggregate amount of all Pre-authorized
Settlements actually settled in such month. Seller agrees promptly to
pay to Buyer the aggregate amount of the Pre-authorized Settlements
shown on such invoice (by wire transfer of immediately available funds
if such aggregate amount exceeds $10,000 and by check if such amount
is $10,000 or less).
(h) Upon notice to Seller specifying in reasonable detail the
basis therefor, Buyer may give notice of a claim in the amount to
which it may be entitled under this Article IX to the Escrow Agent.
Neither the exercise of, nor the failure to exercise, such right to
give a notice of a claim under the Escrow Agreement will constitute an
election of remedies or limit Buyer in any manner in the enforcement
of any other remedies that may be available to it.
9.03 Further Assurances. From time to time, as and when requested by
any party hereto, any other party shall execute and deliver or cause to be
executed and delivered, all such documents and instrument as and shall take, or
cause to be taken, all such further or other actions as such other party may
reasonably deem necessary or desirable to evidence and effectuate the
transactions contemplated in this Agreement or in any of the other Transaction
Documents.
9.04 Employment Matters. Effective as of the Closing Date, Buyer shall
offer employment to all of the Scheduled Employees. The terms and conditions of
employment, including employment benefits and severance, of each Scheduled
Employee accepting employment with Buyer shall be in accordance with the terms
and conditions of employment currently offered by Buyer to similarly situated
employees of Buyer; provided that the base compensation offered to such employee
by Buyer shall not be less than the base compensation currently payable to such
employee by Seller. Any period of service of Scheduled Employees with Seller
shall be treated as service with Buyer for purposes of determining eligibility
to participate and vesting in Buyer's employee benefit plans.
28
ARTICLE X
MISCELLANEOUS
10.01 Termination.
(a) By notice given prior to or at the Closing, subject to
Section 10.01(b), this Agreement may be terminated as follows:
(i) by mutual consent of Buyer and Seller;
(ii) by Buyer if a breach of any provision of this
Agreement has been committed by Seller and such breach has not
been waived by Buyer;
(iii) by Seller if a breach of any provision of this
Agreement has been committed by Buyer and such breach has not
been waived by Seller;
(iv) by Buyer if any condition in Section 7.01 has not
been satisfied as of the date specified for Closing in the
first sentence of Section 2.02(a) or if satisfaction of such a
condition by such date is or becomes impossible (other than
through the failure of Buyer to comply with its obligations
under this Agreement), and Buyer has not waived or extended
the time for satisfaction of such condition on or before such
date;
(v) by Buyer if the Closing has not occurred on or
before June 30, 2006, or such later date as the parties may
agree upon, unless Buyer is in breach of this Agreement; or
(vi) by Seller if the Closing has not occurred on or
before June 30, 2006, or such later date as the parties may
agree upon, unless Seller is in breach of this Agreement.
(b) Each party's right of termination under Section 10.01(a)
is in addition to any other rights it may have under this Agreement or
otherwise, and the exercise of a right of termination will not be an
election of remedies. If this Agreement is terminated pursuant to
Section 10.01(a), all obligations of the parties under this Agreement
will terminate, except that the obligations of the parties in this
Article X will survive; provided, however, that if this Agreement is
terminated because of a material breach of this Agreement by the
nonterminating party or because one or more of the conditions to the
terminating party's obligations under this Agreement is not satisfied
as a result of the nonterminating party's failure to perform or comply
with its obligations under this Agreement, the terminating party's
right to pursue all legal and equitable remedies will survive such
termination unimpaired
10.02 Press Releases and Communications. Prior to the Closing, no press
release or public announcement related to this Agreement or the transactions
contemplated herein shall be
29
issued or made without the joint approval of Buyer and Seller, unless required
by applicable law (including, but not limited to, federal securities laws) or
legal process, in which case Buyer and Seller shall have the right, to the
extent reasonably practicable, to review and comment on such press release or
announcement. Seller will have the sole discretion to decide whether and when a
federal securities filing is reasonably necessary.
10.03 Expenses. Except as otherwise expressly provided herein, Seller
on one hand and Buyer on the other hand shall pay all of their own respective
costs and expenses (including attorneys' and accountants' fees and expenses) in
connection with the negotiation of this Agreement, the performance of their
respective obligations hereunder and the consummation of the transactions
contemplated in this Agreement (whether consummated or not).
10.04 Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be delivered by hand or sent by telecopy or sent,
postage prepaid, by registered, certified or express mail or reputable overnight
courier service and shall be deemed given when so delivered by hand or
telecopied or, if mailed, upon receipt (provided that any such notice shall be
deemed to have been received two Business Days after mailing in the case of
express mail or overnight courier service), as follows:
If to Seller:
T. Xxxx Xxxxx TeamStaff, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxxxx
Vice President of Business and Legal Affairs
General Counsel
TeamStaff, Inc.
00000 XX Xxx. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
If to Buyer:
CompuPay, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., President
and Chief Executive Officer
Facsimile No.: 000-000-0000
with a copy to:
30
Xxxxx X. Xxxxx.
Xxxxxxx Xxxx, LLP
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
Facsimile No.: 000-000-0000
or to such other address or facsimile number as the party to whom notice is to
be given may have furnished to the other parties in writing in accordance
herewith.
10.05 Assignment. This Agreement and the rights and obligations
hereunder shall not be assignable by Seller without the prior written consent of
Buyer. Any attempted assignment in violation of this Section 10.05 shall be
void.
10.06 Amendment and Waiver. Any provision of this Agreement or the
Schedules or Exhibits hereto may be modified, amended, supplemented or waived
only in a writing signed by Seller and Buyer. No waiver of any provision
hereunder or any breach or default thereof shall extend to or affect in any way
any other provision or prior or subsequent breach or default. The rights and
remedies of the parties to this Agreement are cumulative and not alternative. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.
10.07 Complete Agreement. This Agreement, including the Schedules and
Exhibits hereto, and the other Transaction Documents contain the complete
agreement between the parties hereto and supersede any prior understandings,
agreements or representations by or between the parties, written or oral, which
may have related to the subject matter hereof and thereof in any way, except
that the Confidentiality Agreement dated January12, 2006 to which Buyer and
Seller are parties (the "CONFIDENTIALITY AGREEMENT") shall remain in full force
and effect (except as provided in Section 10.02), but shall not survive the
Closing. None of the parties hereto shall be liable or bound to any other party
in any manner by any representations, warranties or covenants relating to such
subject matter, except as specifically set forth herein.
10.08 Counterparts. This Agreement may be executed in multiple
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same instrument, and shall become effective when one or more such counterparts
have been signed by each of the parties hereto and delivered to Seller and
Buyer.
10.09 Governing Law. All matters relating to the interpretation,
construction, validity and enforcement of this Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware
applicable to agreements made and to be performed entirely within such State
without giving effect to any choice or conflict of law provision or rule
31
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than the State of Delaware.
10.10 No Third-Party Beneficiaries. Except as provided in Section
9.02, this Agreement is for the sole benefit of the parties hereto and their
successors and permitted assigns, and nothing herein expressed or implied shall
give or be construed to give to any Person, other than the parties hereto and
such successors and permitted assigns any legal or equitable rights hereunder.
10.11 Interpretation. The headings contained in this Agreement, in any
Exhibit or Schedule attached hereto and in the table of contents to this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Nothing in this Agreement or in any
certificate, agreement, instrument or other document delivered pursuant hereto
or in connection herewith shall in any way be deemed to create any liability or
obligation on the part of any officer, director or employee of Buyer or Seller,
in his or her individual capacity.
10.12 Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN.
10.13 Jurisdiction and Venue. Any controversy, dispute or
claim arising out of or in connection with or relating to this Agreement, or to
any of the other Transaction Documents or any of the transactions contemplated
herein or therein, or the breach, termination or validity hereof, or of any
transaction contemplated herein shall be brought in the courts of the State of
Delaware, County of New Castle, including the Delaware Chancery Court, or, if it
has or can acquire jurisdiction, in the United States District Court for the
District of Delaware, and each of the parties irrevocably submits to the
exclusive jurisdiction of each such court in any such proceeding, waives any
objection it may now or hereafter have to venue or to convenience of forum,
agrees that all claims in respect of the proceeding shall be heard and
determined only in any such court, and agrees not to bring any proceeding
arising out of or relating to this Agreement or any transaction contemplated
herein in any other court. The parties agree that any or all of them may file a
copy of this paragraph with any court as written evidence of the knowing,
voluntary and bargained agreement between the parties irrevocably to waive any
objections to venue or to convenience of forum. Process in any proceeding
referred to in the first sentence of this Section may be served on any party
anywhere in the world. Seller acknowledges and agrees that Buyer would be
irreparably harmed if any of the provisions of this Agreement or of any of the
other Transaction Documents are not performed in accordance with their specific
terms and that any breach of this Agreement, or of any of the other Transaction
Documents by Seller could not be adequately compensated in all cases by monetary
damages alone. Accordingly, Seller agrees that, notwithstanding this Section
10.13, in addition to any other right or remedy to which Buyer may be entitled
at law or in equity, Buyer shall be entitled to enforce any provision of this
Agreement, or the other of Documents in any court of competent jurisdiction by a
decree of specific performance and to temporary, preliminary and permanent
32
injunctive relief to prevent breaches or threatened breaches of any of the
provisions of this Agreement, without posting any bond or other undertaking.
10.14 Costs. Notwithstanding anything herein to the contrary, the
prevailing party in any litigation arising out of or in connection with or
relating to this Agreement or to any of the other Transaction Documents or any
of the transactions contemplated herein or therein, or the breach, termination
or validity hereof, or of any transaction contemplated herein shall be entitled
to, and the non-prevailing party shall be required to pay upon demand, all
reasonable expenses incurred by the prevailing party in connection with such
litigation including, but not limited to, attorneys' fees and expenses, costs of
experts, court costs, filing and recording fees, and all other associated
expenses. The non-prevailing party shall pay its own costs and expenses of
litigation.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
33
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written. COMPUPAY, INC.
By:
-------------------------------------
Name:
Title:
TEAMSTAFF, INC.
By:
-------------------------------------
Name:
Title:
34
EXHIBITS
Exhibit A Form of Xxxx of Sale
Exhibit B Form of Seller Closing Certificate
Exhibit C Form of Assignment and Assumption Agreements
Exhibit D Form of Noncompetition Agreement
Exhibit E Form of Opinion
Exhibit F Form of Transition Agreement
Exhibit G Form of Buyer Closing Certificate
Exhibit H Form of Escrow Agreement
35
EXHIBIT A
XXXX OF SALE
TeamStaff, Inc., a New Jersey corporation ("Seller"), for good and
valuable consideration, hereby sells, conveys, transfers and assigns to
CompuPay, Inc., a Florida corporation ("Buyer"), all of Seller's right, title
and interest in, to and under the Assets (as defined in the Asset Purchase
Agreement, dated as of the date hereof (the "Asset Purchase Agreement"), between
Seller and Buyer, including, without limitation, the assets described on
Schedule1 attached hereto and hereby made a part hereof.
Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings set forth in the Asset Purchase Agreement. This
Xxxx of Sale is being delivered pursuant to the Asset Purchase Agreement and
shall be construed consistently therewith. The Assets are conveyed hereby
subject to, and with all representations and warranties applicable thereto
under, the Asset Purchase Agreement.
All matters relating to the interpretation, construction, validity and
enforcement of this Xxxx of Sale shall be governed by and construed in
accordance with the internal laws of the State of Delaware applicable to
agreements made and to be performed entirely within such State without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Delaware or any other jurisdiction) that would cause the application of laws
of any jurisdiction other than the State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Xxxx of Sale to be
duly executed and delivered as of _________, 2006.
TEAMSTAFF, INC.
By:
-------------------------------------
Name:
Title:
ACCEPTED AND AGREED TO:
COMPUPAY, INC.
By:
--------------------------------------------
Name:
Title:
36
SCHEDULE 1
[To be provided]
37
EXHIBIT B
Seller's Officer's Certificate
I, ___________, ____________, of TeamStaff, Inc., a New Jersey
corporation ("Seller"), do hereby certify in the name of and on behalf of the
Seller that (i) each of the Seller's representations and warranties contained in
Article IV of that certain Asset Purchase Agreement, dated as of May 25, 2006,
between Seller and CompuPay, Inc., a Florida corporation, (the "Asset Purchase
Agreement"), are true and correct on the date hereof with the same force and
effect as if made on the date hereof and (ii) Seller has performed and complied
with the covenants and agreements in the Asset Purchase Agreement required to be
performed or complied with by Seller as of the date hereof.
IN WITNESS WHEREOF, I have signed this certificate as of May ___, 2006.
TEAMSTAFF, INC.
By:
------------------------------------
Name:
Title:
38
EXHIBIT C
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of _________,
2006 between CompuPay, Inc., a Florida corporation ("Buyer") and TeamStaff,
Inc., a New Jersey corporation ("Seller").
Pursuant to the Asset Purchase Agreement, dated as of May 25,
2006 (the "Asset Purchase Agreement"), between Seller and Buyer, Seller has
agreed, among other things, to sell, convey, transfer and assign to Buyer, and
Buyer has agreed that it shall assume, the Assumed Liabilities and Seller has
agreed to sell convey and transfer to Buyer the General Contracts. Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Asset Purchase Agreement.
In consideration of the sale of the Assets and in accordance
with the terms of the Asset Purchase Agreement, the parties hereto hereby agree
as follows:
1. Seller hereby sells, conveys, transfers and assigns to
Buyer the Assumed Liabilities, and Buyer hereby assumes and agrees to pay and
perform fully when due the Assumed Liabilities in accordance with the terms of
such Assumed Liabilities and the Asset Purchase Agreement. Seller hereby sells,
conveys and assigns to Buyer all of its right, title and interest in, to and
under the General Contracts. Buyer hereby accepts all of the right, title and
interest of Seller in, to and under the Assets sold, conveyed, transferred and
assigned to it pursuant to the Asset Purchase Agreement and the Xxxx of Sale.
2. Any provision of this Assignment and Assumption Agreement
may be modified, amended, supplemented or waived only in a writing signed by
Seller and Buyer. No waiver of any provision hereunder or any breach or default
thereof shall extend to or affect in any way any other provision or prior or
subsequent breach or default. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.
3. All matters relating to the interpretation, construction,
validity and enforcement of this Assignment and Assumption Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Delaware applicable to agreements made and to be performed entirely within such
State without giving effect to any choice or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of laws of any jurisdiction other than the State of Delaware.
4. This Assignment and Assumption Agreement may be executed in
multiple counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together shall constitute one
and the same instrument, and shall become
39
effective when one or more such counterparts have been signed by each of the
parties hereto and delivered to Seller and Buyer.
IN WITNESS WHEREOF, the parties have caused this Assignment
and Assumption Agreement to be duly executed and delivered as of the day and
year first above written.
COMPUPAY, INC.
By:
--------------------------------------
Name:
Title:
TEAMSTAFF, INC.
By:
--------------------------------------
Name:
Title:
40
EXHIBIT D
NONCOMPETITION AGREEMENT (this "AGREEMENT") dated as of May ,
2006 among CompuPay, Inc., a Florida corporation ("BUYER") and TeamStaff, Inc.,
a New Jersey corporation ("SELLER").
WHEREAS, Seller and Buyer have entered into that certain Asset
Purchase Agreement dated as of May 25, 2006 (the "ASSET PURCHASE AGREEMENT")
pursuant to which Seller has agreed to sell and Buyer has agreed to buy certain
assets owned by Seller, subject to the terms and conditions set forth in the
Asset Purchase Agreement; and
WHEREAS, the execution of this Agreement by Seller is a
condition to the closing of the transaction provided for in the Asset Purchase
Agreement.
NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. In addition to the terms defined elsewhere
in this Agreement, the following terms shall have the following meanings:
"AFFILIATE" means, with respect to any specified Person, any
other Person that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control
with, such specified Person, including any Person holding the majority
of the equity or voting interests of any other Person.
"BUSINESS" means the payroll processing business of Seller,
including all of the business conducted by DSi Payroll Services, a
division of TeamStaff, Inc. Such Business consists of the provision of
(i) payroll processing services to Customers and (ii) tax filing,
processing and payment services (including the provision of tax
information, such as W-2 reports) to Customers.
"BUSINESS DAY" means any day other than a Saturday or Sunday
or any other day on which banking institutions are generally obligated
or authorized to close in the State of New Jersey.
"CUSTOMERS" means customers of Seller who are actively engaged
in business and whose most recent payroll was processed by the
Business.
"GOVERNMENTAL ENTITY" means any Federal, state, local or
foreign government or any court of competent jurisdiction,
administrative agency or commission or other governmental authority or
instrumentality, domestic or foreign.
"PERSON" means an individual, a partnership, a limited
liability company, a limited liability partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an
unincorporated organization or any other entity or organization,
domestic or foreign (including a Governmental Entity).
41
2. NonCompetition. During the period beginning on the date
hereof and ending on the fifth anniversary thereof (the "NON-COMPETE PERIOD"),
Seller shall not directly or indirectly own any interest in, manage, control,
participate in, consult with, render services for, or in any manner engage in
any business competing with Buyer or any of its Affiliates (including, without
limitation, payroll services or tax filing services) anywhere in the United
States. Seller acknowledges that such businesses are conducted and planned to be
conducted nationally and agrees that the provisions of this Agreement shall
operate throughout the United States. Nothing herein shall prohibit Seller from
being a passive owner of not more than 2% of the outstanding stock of any class
of a corporation which is publicly traded, so long as Seller has no active
participation in the business of such corporation.
3. Nonsolicitation. During the Non-Compete Period, Seller
shall not directly or indirectly through another Person (i) induce or attempt to
induce any person who became an employee of Buyer pursuant to an offer of
employment made pursuant to the Asset Purchase Agreement to leave the employ of
Buyer or any of its Affiliates, or in any way interfere with the relationship
between Buyer or any of its Affiliates and any employee thereof, (ii) hire or
solicit to hire any person who was an employee of Seller assigned primarily to
the Business at any time during the one year-period prior to the date hereof, or
(ii) induce or attempt to induce any customer, supplier, vendor, service
provider, employee, licensee, licensor, lessor, franchisee or other business
relation of Buyer or any of its Affiliates to cease doing business with Buyer or
any of its Affiliates, or in any way interfere with the relationship between any
such customer, supplier, vendor, service provider, employee, licensee, licensor,
lessor, franchisee, channel partner, referral source or other business relation
and Buyer or any of its Affiliates (including, without limitation, making any
negative statements or communications about Buyer or any of its Affiliates).
4. Confidentiality. Seller shall, and shall cause each of its
Affiliates to, treat and hold as confidential any information concerning the
Business that is not already generally available to the public (the
"CONFIDENTIAL INFORMATION"), shall refrain, and shall cause its Affiliates to
refrain, from using any of the Confidential Information except in connection
with the Asset Purchase Agreement. In the event that Seller or any of its
Affiliates is requested or required (by oral question or request for information
or documents in any legal proceeding, interrogatory, subpoena, civil
investigative demand, or similar process) to disclose any Confidential
Information, Seller shall notify Buyer promptly of the request or requirement so
that Buyer may seek an appropriate protective order or waive compliance with the
provisions of this Agreement. If, in the absence of a protective order or the
receipt of a waiver hereunder, Seller or its Affiliate is, on the advice of
counsel, compelled to disclose any Confidential Information to any tribunal or
else stand liable for contempt, Seller or its Affiliate may disclose such
Confidential Information to the tribunal; provided that Seller and its Affiliate
shall use its best efforts to obtain, at the request of Buyer, an order or other
assurance that confidential treatment shall be accorded to such portion of the
Confidential Information required to be disclosed as Buyer shall designate.
5. Reform. If the final judgment of a court of competent
jurisdiction declares that any term or provision of this Agreement is invalid or
unenforceable, the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope, duration, or area of
the term or provision, to delete specific words or phrases, or to replace any
42
invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed.
6. Scope. Seller expressly acknowledges and agrees that (i)
the Business has a significant amount of goodwill associated with it,
represented in part by trade names, customer and client relationships, and its
history of operations, and such goodwill extends throughout the United States,
(ii) each and every of the restrictions contained in this Agreement is
reasonable in all respects (including, without limitation, with respect to
subject matter, time period and geographical area) and such restrictions are
necessary to protect Buyer's interest in, and value of, the Business (including,
without limitation, the goodwill inherent therein) to be acquired by Buyer,
(iii) Seller is primarily responsible for the creation of such value, and (iv)
Buyer would not have consummated the transactions contemplated hereby without
the restrictions contained in this Agreement
7. Equitable Relief. Seller acknowledges and agrees that in
the event of a breach by Seller of any of the provisions of this Agreement,
monetary damages shall not constitute a sufficient remedy. Consequently, in the
event of any such breach, the Buyer and/or its successors or assigns may, in
addition to other rights and remedies existing in its favor, apply to any court
of law or equity of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce or prevent any violations of the
provisions hereof, in each case without the requirement of posting a bond or
proving actual damages.
8. Amendment. Any provision of this Agreement may be amended
or waived only in a writing signed by all of the parties hereto.
9. Assignment. This Agreement and the rights and obligations
hereunder shall not be assignable by Seller without the prior written consent of
Buyer. Any attempted assignment in violation of this Section 9 shall be void.
10. Complete Agreement. This Agreement and the Asset Purchase
Agreement, including the Schedules and Exhibits thereto, and the agreements
entered into in connection therewith contain the complete agreement between the
parties hereto and supersede any prior understandings, agreements or
representations by or between the parties, written or oral, which may have
related to the subject matter hereof and thereof in any way.
11. No Third-Party Beneficiaries. This Agreement is for the
sole benefit of the parties hereto and their successors and permitted assigns,
and nothing herein expressed or implied shall give or be construed to give to
any Person, other than the parties hereto and such successors and permitted
assigns, any legal or equitable rights hereunder.
12. Governing Law. All matters relating to the interpretation,
construction, validity and enforcement of this Agreement shall be governed by
and construed in accordance with the internal laws of the State of Delaware
applicable to agreements made and to be performed entirely within such State
without giving effect to any choice or conflict of law
43
provision or rule (whether of the State of Delaware or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than the
State of Delaware.
13. Notices. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be delivered by hand or sent by telecopy or sent,
postage prepaid, by registered, certified or express mail or reputable overnight
courier service and shall be deemed given when so delivered by hand or
telecopied or, if mailed, upon receipt (provided that any such notice shall be
deemed to have been received two Business Days after mailing in the case of
express mail or overnight courier service), as follows:
If to Seller:
T. Xxxx Xxxxx TeamStaff, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxxxx
Vice President of Business and Legal Affairs
General Counsel
TeamStaff, Inc.
00000 XX Xxx. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
If to Buyer:
CompuPay, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., President
and Chief Executive Officer
Facsimile No.: 000-000-0000
with a copy to:
Xxxxx X. Xxxxx.
Xxxxxxx Xxxx, LLP
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
Facsimile No.: 000-000-0000
44
or to such other address or facsimile number as the party to whom notice is to
be given may have furnished to the other parties in writing in accordance
herewith.
14. Counterparts. This Agreement may be executed in multiple
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same instrument and shall become effective when one or more such counterparts
have been signed by each of the parties hereto and delivered to Seller and
Buyer.
15. Waiver Of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN.
16. Jurisdiction and Venue. Any controversy, dispute or claim
arising out of or in connection with or relating to this Agreement, or the
breach, termination or validity hereof, or of any transaction contemplated
herein shall be brought in the courts of the State of Delaware, County of New
Castle, including the Delaware Chancery Court, or, if it has or can acquire
jurisdiction, in the United States District Court for the District of Delaware,
and each of the parties irrevocably submits to the exclusive jurisdiction of
each such court in any such proceeding, waives any objection it may now or
hereafter have to venue or to convenience of forum, agrees that all claims in
respect of the proceeding shall be heard and determined only in any such court,
and agrees not to bring any proceeding arising out of or relating to this
Agreement or any transaction contemplated herein in any other court. The parties
agree that any or all of them may file a copy of this paragraph with any court
as written evidence of the knowing, voluntary and bargained agreement between
the parties irrevocably to waive any objections to venue or to convenience of
forum. Process in any proceeding referred to in the first sentence of this
Section may be served on any party anywhere in the world. Seller acknowledges
and agrees that Buyer would be irreparably harmed if any of the provisions of
this Agreement are not performed in accordance with their specific terms and
that any breach of this Agreement by Seller could not be adequately compensated
in all cases by monetary damages alone. Accordingly, Seller agrees that,
notwithstanding this Section 16, in addition to any other right or remedy to
which Buyer may be entitled at law or in equity, Buyer shall be entitled to
enforce any provision of this Agreement, in any court of competent jurisdiction
by a decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any of the
provisions of this Agreement, without posting any bond or other undertaking.
45
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above.
COMPUPAY, INC.
By:
-----------------------------------
Name:
Title:
TEAMSTAFF, INC..
By:
-----------------------------------
Name:
Title:
46
EXHIBIT E
May 31, 2006
CompuPay, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Re: Asset Purchase Agreement by and between CompuPay, Inc. and TeamStaff, Inc.
--------------------------------------------------------------------------
Ladies and Gentlemen:
As General Counsel to TeamStaff, Inc., a New Jersey corporation (the
"Company"), I have advised the Company in connection with the sale of certain
assets to CompuPay, Inc. pursuant to an Asset Purchase Agreement dated as of May
25, 2006 (the "Agreement"). This opinion is provided to you pursuant to Section
3.01(f) of the Agreement. Except as otherwise defined herein, capitalized terms
contained in this opinion have the same meanings as set forth in the Agreement.
I have examined the Agreement, the other Transaction Documents and
originals or copies of such records of the Company, certificates of officers of
the Company and public officials, and other documents as I have deemed relevant
and necessary as a basis for this opinion. In such examination, I have assumed
the genuineness of all signatures, the legal capacity of all signatories, the
authenticity of all documents submitted to me as originals, the conformity to
originals of documents submitted to me as copies, and the authenticity of the
originals of such documents.
As to questions of fact material to this opinion, I have relied without
independent verification upon representations contained in certificates of
public officials.
Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that:
1. The Company is a corporation validly existing and in good standing
under the laws of the State of New Jersey.
2. The Company has all requisite corporate power and authority to own its
assets and to carry on its business as presently conducted. The Company has all
requisite corporate power and authority to enter into each of the Transaction
Documents to which it is a party and to perform its obligations thereunder.
3. The Company and its directors and officers have taken all corporate
action necessary to authorize the execution, delivery, and performance by the
Company of each the Transaction Documents to which the Company is a party. No
approval or other action by the shareholders of
47
the Company is necessary to authorize the execution, delivery, and performance
by the Company of each the Transaction Documents to which the Company is a party
4. Neither the execution and delivery by, nor the performance by, the
Company of any of its obligations under any of the Transaction Documents to
which it is a party will constitute a violation by the Company of, or a breach
or default by the Company under, its Certificate of Incorporation or bylaws; or,
to my knowledge, under any contract or agreement to which the Company is a party
or under any judgment, writ, order or decree, specific to the Company of any
court or other governmental authority.
Opinions expressed herein "to my knowledge" involve substantial issues of
fact and are given on the basis of the knowledge, after reasonable inquiry, of
those individuals in the Company who have been principally involved with the
transactions contemplated in the Transaction Documents.
This opinion is intended for use by you in connection with the
transactions contemplated in the Agreement and is not to be relied upon by any
other person or in any other context.
Very truly yours,
Xxxxx X. Xxxxxxx
Vice President of Business and Legal Affairs
General Counsel
TeamStaff, Inc.
48
EXHIBIT F
TRANSITION AGREEMENT, dated as of June 1, 2006 among CompuPay,
Inc., a Florida corporation ("BUYER") and TeamStaff, Inc., a New Jersey
corporation (the "SELLER").
WHEREAS, Seller and Buyer have entered into an Asset Purchase
Agreement dated May 25, 2006 (the "ASSET PURCHASE AGREEMENT") pursuant to which
Seller has agreed to sell and Buyer has agreed to buy certain assets (the
"ASSETS") owned by Seller, subject to the terms and conditions set forth in the
Asset Purchase Agreement;
WHEREAS, the parties hereto agree that the mutual covenants
contained herein will assist each party in the transition of ownership of the
Assets contemplated in the Asset Purchase Agreement; and
WHEREAS, the execution and delivery of this Transition
Agreement is a condition to the closing of the transactions provided for in the
Asset Purchase Agreement;
NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used and not otherwise
defined herein shall have the respective meanings set forth in the Asset
Purchase Agreement. Seller and Buyer are sometimes referred to together in this
Agreement as the "Parties" and each individually as a "Party."
2. Office Space. The Seller agrees to sublease to Buyer
certain office space at Seller's office at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx
Xxxxxx 00000 (the "TEMPORARY SPACE") in accordance with a Sublease in the form
set forth in EXHIBIT A attached hereto and made a part hereof, such Sublease to
be executed and delivered at the Closing.
3. Transitional Services. Seller will provide, transfer or
make available, to Buyer the following with respect to the Business (the
"TRANSITIONAL SERVICES"), services included therein to be provided by Seller
with the same degree of care, skill and diligence with which Seller performed
similar services on behalf of the Business prior to the Closing:
(a) Seller will make its web developer, Xxxxxx Xxxxx
("Consultant") available for a period of up to 125 days
from the date hereof to provide consulting services to Buyer to assist in the
transition of the Business to Buyer, as reasonably requested by and upon
reasonable notice from Buyer; provided that the time spent by Consultant on such
consulting services shall not exceed 16 hours in any week or 150 hours in the
aggregate without the consent of Seller. Such services shall be considered a
part of Consultant's duties as an employee of Seller, and Buyer shall not be
obligated to pay any compensation to Seller or to Consultant in connection with
the provision of such services; and
(b) The services and related items listed on EXHIBIT B.
49
The Buyer shall provide Seller, in a timely manner, with all information that is
necessary or appropriate to enable Seller to provide the Transitional Services.
4. Other Services. The Buyer may request, from time to time,
services from Seller of a type which Seller provided on behalf of the Business
prior to the Closing Date but which are not described on EXHIBIT B (the
"ADDITIONAL SERVICES"). Seller shall use commercially reasonable efforts to
accommodate any reasonable request for such services, but shall not be obligated
to provide any Additional Services unless it agrees to do so.
5. Compensation. Seller shall be compensated for Buyer's use
of the Temporary Space as provided in EXHIBIT A. Transition Services shall be
provided to Buyer by Seller without charge. Any Additional Services shall be
charged at a rate commensurate with the type of service requested, but will not
exceed a reasonable market rate. Seller shall furnish the Buyer with monthly
invoices for amounts due hereunder. Each invoice shall describe in reasonable
detail the services upon which the amount charged to the Buyer is based. The
Buyer shall remit to Seller, in full, the undisputed amount of each such invoice
at the address shown on the invoice within thirty (30) Business Days of receipt
of the invoice. Any undisputed amount not received by the payment due date shall
be subject to a late payment charge equal to the amount of the overdue balance
times the "prime rate" per annum, as announced from time to time by The Wall
Street Journal, Eastern Edition, for the number of calendar days from the
payment due date up to and including the date payment is actually received.
Buyer shall promptly notify Seller in writing of the nature and basis of any
dispute relating to the amount due on any invoice. Each of the Parties shall use
commercially reasonable efforts to resolve the dispute prior to the payment due
date.
6. Contact Persons; Dispute Resolution. Each Party shall
appoint a person or persons for the purpose of coordinating the provision of the
Transitional Services and the resolution of any disputes that may arise under
this Agreement. Each Party shall use its commercially reasonable efforts to
resolve in a timely manner any disputes and/or claims that may arise in
connection with services to be provided hereunder and shall make available its
personnel, data, books and records to the extent reasonably necessary to
investigate and resolve any such disputes and/or claims.
7. Cooperation. Seller will use commercially reasonable
efforts to cooperate with the Buyer in the transition of the Business to Buyer
and to assist the Buyer in providing services directly to customers of the
Business or through service providers other than Seller.
8. Confidentiality Obligation.
(a) All information disclosed by a Party to the other
Party during the negotiation and the term of this Agreement
("PROPRIETARY INFORMATION") (i) shall be the property of the
disclosing Party, (ii) shall be used solely for the purposes of
administering and otherwise implementing the terms of this Agreement
and (iii) shall be protected by the Party receiving such Proprietary
Information in accordance with the terms of this Section.
50
(b) Each Party agrees that it shall not disclose any
Proprietary Information of the other Party in whole or in part,
including any information derived from Proprietary Information, to any
third Party. Proprietary Information shall be held in confidence by
the receiving Party and its employees, contractors or agents and shall
be disclosed to only those of the receiving Party's employees,
contractors or agents who have a need to know it in connection with
the administration and implementation of this Agreement. In the event
that such Proprietary Information is not otherwise already included
within the scope of a confidentiality agreement with such contractors
and agents, the receiving Party shall cause such contractors and
agents to comply with the provisions of this Section.
(c) Information shall not be deemed Proprietary
Information and the receiving Party shall have no obligation with
respect to any such information which (i) is or becomes publicly known
through no wrongful act, fault or negligence of the receiving Party;
or (ii) was known by the receiving Party prior to disclosure and the
receiving Party was not under a duty of non-disclosure, or is at any
time developed by the receiving Party independently of any such
disclosure; or (iii) was disclosed to the receiving Party by a third
Party who was free of obligations of confidentiality to the Party
providing the information; or (iv) is approved for release by written
authorization of the disclosing Party; or (v) is furnished to a third
party by the disclosing Party without a similar restriction on the
third party's rights.
(d) Each Party agrees to give notice to the other Party of
any demands to disclose or provide Proprietary Information received
from such Party under lawful process prior to disclosing or furnishing
Proprietary Information, and agrees to cooperate in seeking reasonable
protective arrangements requested by the other Party. In addition, a
Party may disclose or provide Proprietary Information of the other
Party requested by a government agency or national stock exchange
having jurisdiction over the disclosing Party; provided, that such
Party uses its reasonable good faith efforts to obtain protective
arrangements satisfactory to the Party owning the Proprietary
Information. The Party owning the Proprietary Information may not
unreasonably withhold approval of protective arrangements.
9. Reform. If a court declares that any term or provision of
this Agreement is invalid or unenforceable, the parties to this Agreement agree
that the court making the determination of invalidity or unenforceability shall
have the power to reduce the scope, duration or area of the term or provision,
to delete specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and enforceable and
that comes closest to expressing the intention of the invalid or unenforceable
term or provision, and this Agreement shall be enforceable as so modified.
10. Equitable Relief. Seller agrees that money damages would
not be a sufficient remedy for breach of this Agreement by Seller and that in
addition to all other remedies Buyer shall be entitled to equitable relief,
including injunction and specific performance, for any breach of the provisions
of this Agreement. Buyer agrees that money damages would not be a sufficient
remedy for breach of this Agreement by Buyer and that in addition to all other
remedies Seller shall be entitled to equitable relief, including injunction and
specific performance, for any breach of the provisions of this Agreement.
51
11. Amendment. Any provision of this Agreement may be amended
or waived only in a writing signed by all of the parties hereto.
12. Assignment. This Agreement and the rights and obligations
hereunder shall not be assignable by Buyer or Seller without the prior written
consent of the other Party; provided that Buyer shall have the right to assign
its rights and obligations under this Agreement to any entity to which they
would be permitted to assign its rights and obligations under the Asset Purchase
Agreement. Any attempted assignment in violation of this Section 12 shall be
void.
13. Complete Agreement. This Agreement, including the Exhibits
hereto, and the other Transaction Documents contain the complete agreement
between the Parties and supersede any prior understandings, agreements or
representations by or between the Parties, written or oral, which may have
related to the subject matter hereof and thereof in any way. Neither of the
Parties shall be liable or bound to the other Party in any manner by any
representations, warranties or covenants relating to such subject matter, except
as specifically set forth herein and therein.
14. No Third-Party Beneficiaries. This Agreement is for the
sole benefit of the Parties and their successors and permitted assigns, and
nothing herein expressed or implied shall give or be construed to give to any
Person, other than the parties hereto and such successors and permitted assigns,
any legal or equitable rights hereunder.
15. Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE
WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE
(WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
16. Waiver Of Jury Trial. EACH OF THE PARTIES HEREBY
VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER
PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN.
17. Jurisdiction and Venue. Any controversy, dispute or claim
arising out of or in connection with or relating to this Agreement, or the
breach, termination or validity hereof, or of any transaction contemplated
herein shall be brought in the courts of the State of Delaware, County of New
Castle, including the Delaware Chancery Court, or, if it has or can acquire
jurisdiction, in the United States District Court for the District of Delaware,
and each of the parties irrevocably submits to the exclusive jurisdiction of
each such court in any such proceeding, waives any objection it may now or
hereafter have to venue or to convenience of forum, agrees that all claims in
respect of the proceeding shall be heard and determined only in any such court,
and agrees not to bring any proceeding arising out of or relating to this
Agreement or any transaction contemplated herein in any other court. The parties
agree that any
52
or all of them may file a copy of this paragraph with any court as written
evidence of the knowing, voluntary and bargained agreement between the parties
irrevocably to waive any objections to venue or to convenience of forum. Process
in any proceeding referred to in the first sentence of this Section may be
served on any party anywhere in the world. Seller acknowledges and agrees that
Buyer would be irreparably harmed if any of the provisions of this Agreement are
not performed in accordance with their specific terms and that any breach of
this Agreement by Seller could not be adequately compensated in all cases by
monetary damages alone. Accordingly, Seller agrees that, notwithstanding this
Section 17, in addition to any other right or remedy to which Buyer may be
entitled at law or in equity, Buyer shall be entitled to enforce any provision
of this Agreement, in any court of competent jurisdiction by a decree of
specific performance and to temporary, preliminary and permanent injunctive
relief to prevent breaches or threatened breaches of any of the provisions of
this Agreement, without posting any bond or other undertaking.
18. Relationship of Parties. The Parties acknowledge and agree
that Seller is engaged in a business that is independent from the Buyer's and
that Seller will be performing its obligations under this Agreement as an
independent contractor. Nothing contained herein is intended to create an agency
relationship or a partnership or joint venture between Seller and Buyer. Seller
is not an agent of Buyer and shall have no authority to represent Buyer as to
any matter, except as authorized herein or in writing by the Buyer from time to
time.
19. Notices. All notices, demands and other communications to
be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be delivered by hand or sent by telecopy or sent,
postage prepaid, by registered, certified or express mail or reputable overnight
courier service and shall be deemed given when so delivered by hand or
telecopied or, if mailed, upon receipt (provided that any such notice shall be
deemed to have been received two Business Days after mailing in the case of
express mail or overnight courier service), as follows:
If to Seller:
T. Xxxx Xxxxx TeamStaff, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
with a copy to:
Xxxxx X. Xxxxxxx
Vice President of Business and Legal Affairs
General Counsel
TeamStaff, Inc.
00000 XX Xxx. 00 Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
53
If to Buyer:
CompuPay, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., President
and Chief Executive Officer
Facsimile No.: 000-000-0000
with a copy to:
Xxxxx X. Xxxxx.
Xxxxxxx Xxxx, LLP
Xxx Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
Facsimile No.: 000-000-0000
or to such other address or facsimile number as the party to whom notice is to
be given may have furnished to the other parties in writing in accordance
herewith.
20. Counterparts. This Agreement may be executed in multiple
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same instrument and shall become effective when one or more such counterparts
have been signed by each of the Parties and delivered to Seller and Buyer.
21. Term and Termination. The term of this Agreement shall be
from the date hereof until all obligations as set forth in Exhibits A and B have
been satisfied. Notwithstanding anything to the contrary contained herein, the
confidentiality provisions of Section 8 shall survive any termination hereof
until the second anniversary of the date of this Agreement.
54
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above.
COMPUPAY, INC.
By:
-----------------------------------
Name:
Title:
TEAMSTAFF, INC.
By:
-----------------------------------
Name:
Title:
55
EXHIBIT A
SUBLEASE
THIS SUBLEASE made and entered into this _____ day of ____________,
2006, by and between TEAMSTAFF, INC., a New Jersey corporation, d/b/a DSi
PAYROLL SOLUTIONS, hereinafter called "Landlord", and COMPUPAY, INC., a Florida
corporation, hereinafter called "Tenant",
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Landlord is the tenant under a lease with LaSalle Investment
Management, Inc., successor in interest to WHATR Real Estate Limited
Partnership, hereinafter referred to as the "underlying lease", with respect to
premises located at 000 Xxxxxx Xxxxx, Xxxxxxxx Xxx Xxxxxx 00000 (the "underlying
premises"), to which lease reference is hereby made as if the same were set
forth herein at length; and
WHEREAS, Landlord and Tenant have entered into an Asset Purchase
Agreement dated May 25, 2006 (the "Asset Purchase Agreement") pursuant to which
Landlord has agreed to sell and Tenant has agreed to buy certain assets (the
"Assets") owned by Landlord, subject to the terms and conditions set forth in
the Asset Purchase Agreement; and
WHEREAS, Landlord and Tenant have agreed that Landlord shall sublet to
Tenant a portion of the underlying premises for a period of time after the
Closing Date;
NOW, THEREFORE, in consideration of the rents, covenants and agreements
herein contained, the parties hereto hereby covenant and agree as follows:
1. Landlord hereby demises and subleases to Tenant, and Tenant hereby
takes and hires from Landlord, for the term and upon and subject to the terms
and conditions set forth in this Sublease, and/or incorporated by reference
herein, the premises described and/or shown on Schedule 1 attached hereto
consisting of approximately 7,500 square feet of space (sometimes hereinafter
referred to as the "demised premises" and sometimes hereinafter referred to as
the "premises"). In addition, Tenant shall have the right to use, in common with
Landlord, the entrances, exits, hallways, stairwells, elevators, rest rooms,
snack and cafeteria rooms and other common facilities situated within or
appurtenant to the underlying premises (the "common facilities"). In addition,
Tenant shall have the right to use one-half of the parking spaces available to
the underlying premises.
2. TO HAVE AND TO HOLD the said premises for a term commencing on the
date hereof and expiring on May 30, 2007 (the "Expiration Date") unless earlier
terminated by
56
Tenant. Tenant shall have the right to terminate this Sublease at any time prior
to the Expiration Date upon thirty (30) days prior notice to Landlord.
3. (a) Tenant shall pay to Landlord during the term of this Sublease,
at the address set forth herein in regard to notices, or at such other place as
Landlord may from time to time direct, monthly Base Rent payments at the annual
rate of Nineteen Dollars $19.00 per square foot of usable floor area, payable on
the first day of each month during the term of this Sublease and prorated for
the fraction of any month at the beginning and end of the term; provided that if
the date hereof is not the first day of a month, then the first monthly rental
payment shall be payable on the date hereof and shall be equal to the product of
(i) one-thirtieth of such monthly rental payment times (ii) the number of days
from but excluding the date hereof to and including the last day of the current
month.
(b) Tenant shall pay Landlord Additional Rent for utility and
maintenance charges equal to 50% of the actual utility and maintenance charges
paid by Landlord with respect to the entire underlying premises pursuant to the
underlying lease (including the premises), but in no event in excess of One
Thousand Eight Hundred Dollars $1,800 per month, prorated for the period of
actual occupancy by Tenant. Said charges shall be paid in arrears within thirty
(30) days after receipt of an invoice from Landlord, together with
substantiating documentation. Tenant's payments of Base Rent and Additional Rent
provided for herein shall constitute Tenant's entire rent obligation, and Tenant
shall not be obligated to pay any amounts for Operating Costs, Taxes or other
Additional Rent payments set forth in the underlying lease.
4. Tenant shall be entitled to all of the services and maintenance to
which Landlord is entitled with respect to the underlying premises pursuant to
the underlying lease and which Landlord now provides for with respect to the
premises. Without limiting the generality of the foregoing, Landlord will
provide or cause to be provided to Tenant telephone service; electricity, heat,
air-conditioning and other utilities; receptionist services; and cleaning,
janitorial and maintenance services to the same extent provided with respect to
the remainder of the underlying premises at no additional cost.
5. Tenant shall not assign this sublease nor sublet the demised
premises in whole or in part, and shall not permit Tenant's interest in this
Sublease to be vested in any other party by operation of law or otherwise.
Tenant shall use the demised premises for general office use, including its
current use, and for no other purpose without the prior written consent of
Landlord. Tenant shall not make any alterations or additions to the demised
premises without the prior written consent of Landlord.
6. At the expiration of the term Tenant shall yield up the premises
peaceably to Landlord broom clean and, subject to Landlord's compliance with its
maintenance obligations as set forth herein, in the same order, repair and
condition as said premises are in on the commencement date hereof, ordinary wear
and tear and damage by fire or other casualty excepted. Landlord shall comply
with all laws, ordinances, rules and regulations of governmental authorities
relating to the condition of the premises.
57
7. (a) Tenant shall save Landlord harmless and indemnified from and
against all injury (including death) to any person and loss of, or damage to,
any property while on the premises except to the extent caused by Landlord, its
employees or invitees. Tenant shall maintain with respect to the premises
commercial general liability insurance having a combined single limit coverage
of not less than One Million Dollars ($1,000,000.00) for bodily injury and
damage to property each occurrence, in companies qualified to do business in the
State in which the premises is located under a policy naming Landlord as an
additional insured, said policy to be written on an occurrence basis.
(b) Landlord shall save Tenant harmless and indemnified from and
against all injury (including death) to any person and loss of, or damage to,
any property while on the remainder of the underlying premises, excluding the
premises, except to the extent caused by Tenant, its employees or invitees.
Landlord shall maintain with respect to the underlying premises commercial
general liability insurance having a combined single limit coverage of not less
than One Million Dollars ($1,000,000.00) for bodily injury and damage to
property each occurrence, in companies qualified to do business in the State in
which the premises is located, under a policy naming Tenant as an additional
insured, said policy to be written on an occurrence basis.
(c) Landlord and Tenant each shall deposit with the other certificates
of such insurance at or prior to the commencement of the term of this Sublease,
and thereafter within ten (10) days prior to the expiration of such policies.
Such policies shall to the extent obtainable provide that the policies may not
be materially changed or cancelled without at least ten (10) days' prior written
notice to each insured.
8. All fixtures installed by Tenant in the demised premises or conveyed
to Tenant pursuant to the Asset Purchase Agreement shall remain the property of
Tenant and may be removed at any time during or at the expiration of the term of
the Lease. Tenant shall repair any damage caused by such removal.
9. Landlord covenants and agrees with Tenant that upon Tenant paying
the rent and observing and performing all the terms, covenants and conditions on
Tenant's part to be observed and performed, Tenant may peaceably and quietly
have, hold, occupy and enjoy the demised premises and all appurtenances thereto
without hindrance or molestation
10. This Sublease is subject and subordinate to the underlying lease.
Landlord and Tenant each agree not to do, nor permit to be done, anything which
would cause the underlying lease to be terminated or forfeited by reason of any
right of termination or forfeiture reserved or vested in the landlord under the
underlying lease.
11. All notices which may be permitted or required hereunder shall be
in writing and given in the manner set forth in the Asset Purchase Agreement,
and shall be addressed to the addresses set forth therein, or to such other
address or addresses as either party may hereafter designate by notice in
writing to the other party.
12. If Tenant shall fail to make any payment of Fixed Rent or
Additional Rent by the due date, and shall fail to cure such default within 10
days after receipt of written notice of such
58
nonpayment from Landlord, or in the event of noncompliance by Tenant with any
other Sublease term, and continuing for 30 days after written notice by Landlord
specifying the default (or if incurable within 30 days, then Tenant's failure to
commence to cure within 30 days and thereafter to carry out the curing
diligently and within a reasonable period of time), then Landlord may terminate
this Lease, expel Tenant and remove its effects, and pursue any other remedies
for arrears of rent or breach of contract.
13. Landlord and Tenant each releases the other and the officers,
employees and representatives of the other, from any liability (to the other or
the other's insurance company) for any damage caused by fire or other casualty,
even if such fire or casualty shall have been caused by the fault or negligence
of the other party.
14. Landlord warrants and represents that the demised premises are free
of all Hazardous Substances (as defined in the Asset Purchase Agreement), and
Landlord will indemnify Tenant and hold it harmless from and against any and all
costs, expenses and liabilities (including without limitation attorney fees and
clean-up costs) related to the discovery, presence, release, removal and/or
cleanup of any Hazardous Substance which may be discovered within the demised
premises. Tenant agrees not to introduce any Hazardous Substances onto the
demised premises, and further to comply with all applicable laws and regulations
with respect to its use of any potentially hazardous materials on or about the
demised premises.
15. The terms, covenants, conditions and agreements herein contained
shall be binding upon and inure to the benefit of the successors and assigns,
respectively, of Landlord and Tenant.
59
IN WITNESS WHEREOF, the parties hereto have executed this instrument as
of the day and year first above written.
WITNESS: TEAMSTAFF, INC.,
d/b/a DSi PAYROLL SOLUTIONS
_____________________________ By:________________________________
Print Name: _______________________
Its: ______________________________
"Landlord"
COMPUPAY, INC.
_____________________________ By:________________________________
Print Name: _______________________
Its: ______________________________
"Tenant"
60
SCHEDULE 1
DEMISED PREMISES
[To be provided]
61
EXHIBIT B
TRANSITIONAL COMPUTER SERVICES TRANSITIONAL NEEDS
The Transitional Services will include the housing of web and database servers
and related equipment currently located in Seller's corporate data center and
the following:
ONGOING SUPPORT AND MAINTENANCE
* Continuation of current hardware and software maintenance for all network
related equipment owned by Seller and located in Somerset, New Jersey until
Buyer takes over the related maintenance contracts or replaces the equipment
(not to exceed 180 days). This includes the equipment related to the frame relay
connection to Seller's Corporate Data Center and Internet connectivity.
* Web and database server hosting and support for a period of 120 days.
* Internet and web server connectivity in current configuration for 120 days.
* Domain name administration for 60 days.
* File server use for 45 days
* Use of existing maintenance contracts for service on existing servers, and
desktops, laptops as needed, until Buyer takes over the related maintenance
contracts or replaces the equipment (not to exceed 180 days).
* Troubleshooting and repair of any software or hardware problems that may arise
with respect to equipment that prohibit day-to-day operation of the Business by
Buyer at 000 Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxxxx 00000.
* System engineer support for all equipment acquired by Buyer and server and
desktop equipment still under maintenance contracts where contracts are owned by
Seller. This includes circuit maintenance and repair, firewall changes, virus
updates, tape backups.
E-MAIL AND TELEPHONE REDIRECTION
* Phone service in current configuration for 90 days.
* Email services for 90 days. Thereafter, redirection of e-mails directed to
employees of the Business or related to the Business to Buyer's e-mail servers .
62
* Support in connection with the transfer of existing Business connections,
including the Internet, out of TeamStaff, Inc. corporate facilities.
* Support in connection with the transfer of existing web and payroll production
servers from TeamStaff, Inc. corporate locations to Buyer, either to Buyer's
data center or a new location, including readdressing of IP addresses for
servers and removal of firewall.
* Reprogramming of Somerset PBX to reroute customer calls to Buyer.
ASSETS AND SERVICES TO BE PROVIDED OR TRANSFERRED TO BUYER AS PART OF
TRANSITION:
* All source code for DSi web application and databases.
* Oracle database dump file.
* Listing of all email addresses for DSi.
* Export of DSi staff email boxes.
* Transfer of DSi domain administrative rights.
* Phone lines and phone numbers.
* All virtual machines created for DSi disaster recovery plan.
63
EXHIBIT G
Buyer's Officer's Certificate
I, ___________, ____________, of CompuPay, Inc., a Florida corporation
("Buyer"), do hereby certify in the name of and on behalf of the Buyer that (i)
each of the Buyer's representations and warranties contained in Article V of
that certain Asset Purchase Agreement, dated as of May 25, 2006, between Buyer
and TeamStaff, Inc., a New Jersey corporation, (the "Asset Purchase Agreement"),
are true and correct on the date hereof with the same force and effect as if
made on the date hereof and (ii) Buyer has performed and complied with the
covenants and agreements in the Asset Purchase Agreement required to be
performed or complied with by Buyer as of the date hereof.
IN WITNESS WHEREOF, I have signed this certificate as of May ___, 2006.
COMPUPAY, INC.
By:
-----------------------------------
Name:
Title:
64
EXHIBIT H
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "ESCROW AGREEMENT") is made as of May 31,
2006, by and among TEAMSTAFF, INC, a New Jersey Corporation with a location at
0000 Xxxxxxxxx Xxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 ("SELLER"); CompuPay,
Inc., a New Jersey Corporation with a location at 0000 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000 ("BUYER"); and XXXX XXXXXX BANK of Chicago, Illinois (the
"ESCROW AGENT").
WHEREAS, pursuant to an Asset Purchase Agreement (the "PURCHASE
AGREEMENT") dated May 25, 2006, between Seller and Buyer, the parties have
agreed, pursuant to Section 2.01(e) thereof, to place Two Hundred Fifty Thousand
Dollars ($250,000) (the "ESCROW AMOUNT") into escrow, to provide funds for
certain potential obligations and understandings and to secure the undertakings,
representations and warranties made by Seller, all pursuant to this Escrow
Agreement. Capitalized terms not otherwise defined herein shall have the meaning
given to such terms in the Purchase Agreement;
NOW, THEREFORE, in consideration of the promises herein made and the
agreements and understandings provided in the Purchase Agreement, the parties
hereto agree as follows.
1. Formation of Escrow Fund. Buyer, on behalf of Seller and in
accordance with the provisions of this Escrow Agreement, hereby delivers, and
the Escrow Agent hereby acknowledges receipt of the Escrow Amount, and the
Escrow Agent accepts and agrees to maintain the Escrow Amount, separately in an
account and such account shall include all interest, dividends and distributions
on the Escrow Amount, all in accordance with the terms hereof.
2. Distributions of Escrow Amount.
(a) Subject to Section 2(b) hereof, the Escrow Agent shall
distribute the Escrow Amount to Seller at such address or pursuant to such
written instructions as may be provided to the Escrow Agent by Seller as
follows: (i) One Hundred Twenty-five Thousand Dollars ($125,000) on November 30,
2006, and (ii) the remainder of the Escrow Amount (plus any accrued interest) on
May 31, 2007; provided, however, that in the event the Escrow Agent receives a
written notice from Buyer prior to such date certifying that Buyer has claimed a
right to indemnification and the amount of such claim in accordance with Section
9.02 of the Purchase Agreement or that Buyer has claimed a right to receive a
Purchase Price Adjustment and the amount of such claim in accordance with
Section 2.03 of the Purchase Agreement which has not been paid in accordance
with the Purchase Agreement, the Escrow Agent shall retain and continue to hold
on the terms of this Escrow Agreement an amount from the Escrow Account equal to
the claimed indemnity or claimed Purchase Price Adjustment that remains due
until it receives written notice that such indemnification claim and claim for a
Purchase Price
65
Adjustment has been resolved, in accordance with clause (x) or (y) of Section
2(b) hereof, and shall pay the balance, if any, of the Escrow Account due to
Seller on such date to Seller.
(b) Prior to May 31, 2007, the Escrow Agent shall hold the
Escrow Amount in its possession until authorized hereunder to deliver the Escrow
Amount as follows: (x) upon receipt of a certificate, a sample of which is
attached hereto as Annex A, requesting the delivery of any portion of the Escrow
Amount as signed on behalf of Buyer, the Escrow Agent shall deliver such portion
to Seller or Buyer, as directed in such certificate; or (y) upon receipt of an
award or order of a court of competent jurisdiction with respect to payment of
all or any portion of the Escrow Amount, the Escrow Agent shall deliver such
portion to Seller or Buyer, or as otherwise directed in such award or order.
(c) The parties recognize and agree that the amount placed in
escrow is not meant to limit the obligations of Seller pursuant to the Purchase
Agreement.
3. No Duty to Verify. The Escrow Agent shall have neither the duty nor
the authority to verify the accuracy of the information contained in the
foregoing notices, nor the genuineness of the signatory thereto or the authority
of such signatory thereto or the authority of such signatures to execute such
notices. Upon the final distribution of all the Escrow Amount pursuant to
Section 2 above, the Escrow Agent shall be deemed to have fully discharged its
duties and obligations hereunder, and shall have no further liability or
obligation to any party with respect hereto.
4. Investment of the Escrow Amount. The Escrow Agent shall follow
Buyer's written instructions concerning the permissible investment,
reinvestment, purchase and sale of the Escrow Amount. Permissible investments
shall be limited to: (i) obligations of the United States government, and (ii)
the Xxxxxxx Sachs Financial Square Money Market Fund. All such investments shall
have a maturity date no more than 3 days prior to the date contemplated for the
payments described in Section 2. Any interest earned on such investments will be
added to the Escrow Amount. The Escrow Agent shall report such interest as
having been earned by Seller. Quarterly statements shall be sent to Buyer and
Seller.
5. Additional Limitations on Escrow Amount. No party shall be deemed to
have any right, title or interest in or possession of the Escrow Amount, except
as provided herein.
6. The Escrow Agent.
(a) Protection of the Escrow Agent. In consideration of this
escrow by the Escrow Agent, the parties agree that: (i) the parties may examine
the Escrow Amount during normal business hours at the office of the Escrow
Agent; (ii) the Escrow Agent's duties and responsibilities shall be limited to
those expressly set forth in this Escrow Agreement, and the Escrow Agent shall
not be subject to, nor obligated to recognize, any other agreement between, or
direction or instruction of, any or all of the parties hereto even though
reference thereto may be made herein; (iii) no assignment of the interest of any
party shall be binding upon the Escrow Agent; (iv) in performing its duties
hereunder, the Escrow Agent may rely on written statements furnished to it by
any officer of Buyer, or any other evidence deemed by the Escrow Agent to be
66
reliable, and shall be entitled to act on the advice of counsel selected by it;
(v) if the Escrow Amount is attached, garnished, or levied upon under the order
of any court, or the delivery thereof shall be stayed or enjoined by the order
of any court, or any other order, judgment or decree shall be made or entered by
any court affecting the Escrow Amount, the Escrow Agent is hereby expressly
authorized and instructed to obey and comply with all writs, orders or decrees
so entered or issued, whether with or without jurisdiction; the Escrow Agent
shall not be liable to any of the parties hereto or their successors by reason
of compliance with any such writ, order or decree notwithstanding such writ,
order or decree being subsequently reversed, modified annulled, set aside or
vacated; (vi) the Escrow Agent may, in its sole and absolute discretion, deposit
the Escrow Amount or so much thereof as remains in its hands with the then chief
or presiding judge of the Federal District Court whose jurisdiction includes the
County of New Castle, Delaware, and interplead the parties hereto, and upon so
depositing such property and filing its complaint in interpleader, it shall be
relieved of all liability under the terms hereof as to the property so deposited
and shall be entitled to recover in such interpleader action, from the other
parties hereto, its reasonable out-of-pocket attorneys' fees and related costs
and expenses incurred in commencing and prosecuting such action and furthermore,
the parties hereto for themselves, their successors and assigns, do hereby
submit themselves to the jurisdiction of said Court and do hereby appoint the
then Clerk, or acting Clerk, of said Court as their agent for the service of all
process in connection with such proceedings; (vii) in case the Escrow Agent
becomes involved in litigation in connection with this Escrow Agreement, it
shall have the right to retain counsel, and shall have a lien on the Escrow
Amount for all reasonable out-of-pocket costs, attorneys' fees, charges,
disbursements and expenses in connection with such litigation, and shall be
entitled to reimburse itself for such expenses out of the Escrow Amount; (viii)
if the Escrow Agent's reasonable fees, costs, expenses, or reasonable
out-of-pocket attorneys' fees provided for herein are not promptly paid, the
Escrow Agent, after notice to the parties, shall have the right to sell the
property held hereunder; and (ix) notwithstanding anything herein to the
contrary, the Escrow Agent shall be under no duty to monitor or enforce
compliance by the parties with any term or provision of the Escrow Agreement.
(b) New Escrow Agent. If the Escrow Agent shall decline or
cease to act as escrow agent, the parties shall mutually agree upon a successor
which successor shall be deemed to be the Escrow Agent for all purposes of this
Escrow Agreement. If a successor Escrow Agent has not been appointed and has not
accepted such appointment by the end of the 30-day period commencing upon the
cessation to act of the Escrow Agent, the Escrow Agent may apply to a court of
competent jurisdiction for the appointment of a successor Escrow Agent, and the
costs, expenses and reasonable attorneys' fees which the Escrow Agent incurs in
connection with such a proceeding shall be paid, as provided in Section 6(a)
hereof.
7. Reimbursement of the Escrow Agent. The fees of the Escrow Agent
shall be divided equally between Seller and Buyer.
8. Miscellaneous.
(a) Notices. All notices, demands, or other communications to
be given or delivered under or by reason of the provisions of the Escrow
Agreement will be in writing and will be deemed to have been given (i) three
days after the date of mailing by registered or
67
certified mail, return receipt requested, or (ii) when personally delivered
(including by Federal Express or other courier service). Notices, demands and
communications to the Company, Seller and the Escrow Agent will, unless another
address is specified in writing, be sent to the address set forth on the Notices
Schedule attached hereto.
(b) Governing Law. The internal law, and not the law of
conflicts, of the State of Delaware shall govern all questions concerning the
construction, validity and interpretation of this Escrow Agreement, and
performance of the obligations imposed by this Escrow Agreement.
(c) Tax Identification Numbers. Seller represents and warrants
that the EIN set forth immediately below its name on the Notices schedule is its
accurate Taxpayer Identification Number. Buyer represents and warrants that the
EIN set forth immediately below its name on the Notices schedule is its accurate
Taxpayer Identification Number.
(d) Counterparts. This Escrow Agreement may be executed on two
or more separate counterparts, each of which will be an original and all of
which taken together will constitute one and the same agreement.
(e) Successors and Assigns. This Escrow Agreement shall not be
assigned by any party and shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns.
(f) Specific Performance. The obligations of the parties
hereto (including the Escrow Agent) are unique in that time is of the essence,
and any delay in performance hereunder by any party will result in irreparable
harm to the other parties hereto. Accordingly, any party may seek specific
performance and/or injunctive relief before any court of competent jurisdiction
in order to enforce this Escrow Agreement or to prevent violations of the
provisions hereof, and no party shall object to specific performance or
injunctive relief as an equitable remedy. The Escrow Agent acknowledges that its
obligations, as well as the obligations of Buyer hereunder, are subject to the
equitable remedy of specific performance and/or injunctive relief.
(g) Amendment, Waiver, etc. This Escrow Agreement shall not be
amended, modified, altered or revoked without the prior written consent of the
parties, provided that no amendment or modification will be made to Sections 6
or 7 hereof without the written consent of the Escrow Agent.
(h) Headings. Section headings used herein are for convenience
of reference only and shall not be deemed to constitute a part of this Escrow
Agreement for any other purpose, or to limit, characterize or in any way affect
any provision of this Escrow Agreement, and all provisions of this Escrow
Agreement will be enforced as if such headings had not been included herein.
(i) No Strict Construction. The parties hereto, other than the
Escrow Agent, hereby expressly acknowledge and agree that the language of this
Escrow Agreement constitutes the mutual intention and understanding of the
parties, and that each party hereto has been
68
represented by competent counsel in connection herewith. Accordingly, each party
hereto, other than the Escrow Agent, hereby waives any doctrine of strict
construction with respect to the interpretation hereof or the resolution of any
ambiguities herein, and none of the foregoing shall be resolved against any
party as a result of any such doctrine.
(j) Complete Agreement. This Escrow Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof,
and amends and supersedes any prior understandings and agreements with respect
thereto.
* * * * * *
69
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement on
the date first written above.
COMPUPAY, INC.
By:
--------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
Its President
TEAMSTAFF, INC.
By:
--------------------------------
T. Xxxx Xxxxx.
Its President
XXXX XXXXXX BANK
By:
--------------------------------
Xxx Xxxxxxx
Its Vice President
70
Annex A
Certificate
I, Xxxxxxx X. Xxxxxxx, Xx., hereby certify that I am the duly elected
President of CompuPay, Inc. ("Buyer") and that this Certificate is being issued
pursuant to Section 2(b)(x) of an Escrow Agreement among Buyer, TeamStaff, Inc.
and Xxxx Xxxxxx Bank (the "Escrow Agent"). Pursuant to the Escrow Agreement, the
Escrow Agent is authorized to transfer to ______*_______ the sum of $_________
in accordance with the terms of the Escrow Agreement. Such sum shall be sent to
_________*__________ at the address described in the Notices Schedule.
Dated:
CompuPay, Inc.
By
---------------------------
Xxxxxxx X. Xxxxxxx, Xx.
Its President
--------------------------------------------
* Insert "Buyer" or "Seller" as appropriate.
71
Notices Schedule
T. Xxxx Xxxxx TeamStaff, Inc.
0000 Xxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Phone:
Fax:
EIN: 00-0000000
CompuPay, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx., President
and Chief Executive Officer
Phone: 000-000-0000, ext 7701
Fax.: 000-000-0000
EIN: 00-0000000
Xxxx Xxxxxx Bank
Attn: Xxx Xxxxxxx, Corporate Trust Services
000 Xxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
72
SCHEDULES
Accounts (ss.4.09)
Customer (ss. 4.08)
Excluded Assets (ss. 2.01)
Equipment and Fixed Assets (xx.xx. 2.01, 4.10, 4.11 and 4.12)
Financial Information (ss. 4.07)
Intellectual Property (xx.xx. 2.01, 4.13)
General Contracts (xx.xx. 2.01, 4.06)
Insurance (ss. 4.15)
Leased Property (xx.xx. 2.01, 4.07)
Scheduled Employees (ss. 4.18)
Authorization (xx.xx. 3.01, 4.05)
Related Party Transactions (ss. 4.21)
Governmental Consents (ss. 5.04)
Licenses (ss. 4.14)
73
Accounts Schedule Section 4.09
DSI PAYROLL SERVICES
--- A DIVISION OF TEAMSTAFF INC.
[ ] PRICE QUOTATION ___________________ [ ] SALES ORDER ____________________
DATE DATE
COMPANY INFORMATION:
--------------------
Company Name: ________________________________________________________________
Street: ______________________________________________________________________
City, State & Zip: ___________________________________________________________
Contract Name: _______________________________________________________________
Phone #: _____________________________________________________________________
Fax #: _______________________________________________________________________
Delivery Address (if different): _____________________________________________
_____________________________________________
_____________________________________________
Delivery Phone # (if different): _____________________________________________
Other DSi Payroll Codes: _____________ _______________ _____________
================================================================================
A. PROCESSING RATES:
--------------------
BASE ITEM
---- ----
Per Run Per Item
Processed Processed
Standard Base Charge $
---------
Multiple Code Base Discount ($ )
---------
Base Charge $
---------
Remote Processing Charge $ $
--------- ---------
Check Processing Charge $
---------
Check Printing Charge $
---------
Charge per Worksheet Entry $
---------
Check Handling Charge (sign, fold, stuff) $ $
--------- ---------
Direct Deposit $
---------
Bank Reconciliation Report $
---------
TOTAL Processing Charges $ $
========= =========
New Employee Hire Charge $ per New Hire
---------
================================================================================
Client Approval ________________________________ Date: ______________________
--------------------------------------------------------------------------------
B. REPORT CHARGES:
------------------
REPORT FREQUENCY SET-UP BASE ITEM
------ --------- ------ ---- ----
Union Benefit Reports Weekly $ $ $
--------- --------- ---------
Monthly $ $ $
--------- --------- ---------
Local #3 (J.I.B.)
Report Weekly $ $ $
--------- --------- ---------
Certified (WH-347) Weekly $ $ $
--------- --------- ---------
Certified (Special) Weekly $ $ $
--------- --------- ---------
EEO Report Weekly $ $ $
--------- --------- ---------
Monthly $ $ $
--------- --------- ---------
Job Costing Weekly $ $ $
--------- --------- ---------
Monthly $ $ $
--------- --------- ---------
Work-In-Process (WIP) Weekly $ $ $
--------- --------- ---------
Monthly $ $ $
--------- --------- ---------
Report Writer # $ $ $
--------- --------- --------- ---------
# $ $ $
--------- --------- --------- ---------
New Hire Report Weekly $ $ $
--------- --------- ---------
TOTAL Report Charges Weekly $ $ $
========= ========= =========
Monthly $ $ $
========= ========= =========
================================================================================
C. QUARTERLY AND YEAR-END CHARGES:
----------------------------------
W-2's (#_________) $ Base + $ (per W-2)
--------- ---------
Quarterly Ledger Cards $ Base + $ (per Card)
--------- ---------
Magnetic Media Tape $ Federal
---------
$ Per State
---------
Tax Filing Service $ Per Processing*
---------
*Fees billed directly by tax service vendor
================================================================================
D. ONE-TIME CONVERSION CHARGE:
------------------------------
Set-up Charge (_______ Employee Records @ $ __________) $
---------
Back Tax Set-up (_______ Employee Records @ $ __________) $
---------
Remote PC Set-up $
---------
Direct Deposit Set-up (Bank may also charge a fee) $
---------
Check Signing Set-up $
---------
Tax Filing Service Set-up $
---------
================================================================================
DSi Acct. Mgr. _________________________________ Date: ______________________
--------------------------------------------------------------------------------
E. PICK UP AND DELIVERY:
------------------------
Pick Up Charge (per pick up) $
---------
Delivery Charge (per delivery) $
---------
================================================================================
F. ESTIMATED CHARGES:
---------------------
Base Charge (From A) $
---------
Each Pay Processed (From A) _____ @ $ _____ each $
---------
Report Charges (_________ Reports Weekly Base) $
---------
(_______ Items $ ________ per item Weekly) $
---------
Delivery and/or Pick-Up Charges $
---------
Other Charges __________________________________________________ $
---------
Other Charges __________________________________________________ $
---------
Processing Charge per Payroll $
---------
Total Monthly Charges $
---------
Processing Charges X ________ Payrolls per Year $
---------
Monthly Charges X 12 $
---------
Estimated Quarterly and Year-End Charges $
---------
TOTAL Estimated Annual Charges $
=========
================================================================================
NOTES:
------
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
================================================================================
PRICE GUARANTEE AND TERMS:
--------------------------
Prices are guaranteed for the first 12 months assuming no charges in
requirements, specifications or volume. Thereafter, price changes are subject to
30 days notice. Payments to DSi for services are due within 10 days from
customer receipt of invoice. Bills over 30 days old will be subject to an
interest charge at the prevailing interest rate. These prices are valid for 30
days following the date below.
================================================================================
CLIENT CODE _______________________ CUSTOMER NUMBER _______________________
--------------------------------------------------------------------------------
WHITE - CLIENT YELLOW - ACCOUNTING PINK - SALES ADMINISTRATOR
GOLD - ACCOUNT MANAGER
Customer Schedule Section 4.08
ACCOUNTS/CUSTOMERS
PROCESSING
CODE INPUT TYPE FREQUENCY TAX SERVICE DIRECT DEPOSIT DIRECT DEBIT OTHER SERVICES
---------------------------------------------------------------------------------------------------------------
AAARS Web Remote WEEKLY N Y N
AAHCO Fax In WEEKLY N N N
XXXXX Fax In WEEKLY N N N
ABAEX Web Remote WEEKLY Y N N
ABAXC Web Remote WEEKLY Y N Y
ABAXI Web Remote WEEKLY Y N N
ABSEL Web Remote WEEKLY Y N N
ACASS Fax In WEEKLY Y N N
ACCST Web Remote WEEKLY Y Y Y
ACELE Fax In WEEKLY N N N
ACMCO Web Remote WEEKLY Y N N
ACMER Call In BI-WEEKLY Y Y N
ACORP Fax In WEEKLY Y N Y
ACPEE Fax In WEEKLY Y N Y
ACTEL Web Remote WEEKLY Y Y Y
ACTIV Call In WEEKLY N N Y
XXXXX Fax In WEEKLY Y N N
ADCCO Fax In WEEKLY Y N N
ADCPR Call In SEMI-MONTHLY Y Y N
ADEMA Web Remote WEEKLY N N Y
ADMCO Web Remote WEEKLY Y N Y
ADMOC Fax In WEEKLY Y N N
ADVAN Call In WEEKLY Y Y N
AEGIS Web Remote WEEKLY Y N Y
AFFRD Call In WEEKLY Y N N
AFIRE Call In WEEKLY Y Y N
AGDEM Remote WEEKLY Y N Y
AIRTC Fax In WEEKLY N Y N
AJFAS Call In SEMI-MONTHLY Y N N
AKEXC Call In WEEKLY Y N Y
AKING Fax In WEEKLY N N N
ALATR Fax In WEEKLY Y N Y
ALBAD Pick up WEEKLY N N N XX
XXXXX Web Remote WEEKLY N
XXXXX Fax In WEEKLY Y N N
ALLNY Fax In WEEKLY N N Y
ALLST Fax In WEEKLY Y N N
ALOEL Fax In WEEKLY N N N
ALSEI Fax In WEEKLY Y Y N
AMAND Fax In WEEKLY Y N N
AMAST Fax In WEEKLY Y N Y
AMCEL Fax In WEEKLY N N N
AMKAY Web Remote WEEKLY Y N Y
AMMAS Web Remote WEEKLY Y N Y
AMORU Fax In WEEKLY Y N N
AMT03 Fax WEEKLY N N N
ANCCN Fax In WEEKLY N N N
ANDEL Web Remote WEEKLY Y Y Y
ANGEL Fax In WEEKLY Y N N
APACO Fax In WEEKLY N N N
APCLA Call In SEMI-MONTHLY Y N Y
XXXXX Fax In WEEKLY Y N N
APPJU Call In SEMI-MONTHLY Y N Y
APPLL Web Remote WEEKLY Y N N
AQUCO Fax In WEEKLY Y N N
ARARC Fax In WEEKLY N N N
ARARI Fax In WEEKLY N Y N
ARASC Fax In WEEKLY N N N
ARCHE Fax In WEEKLY N N N
ARDIA Fax In WEEKLY Y Y N
AREXC Call In WEEKLY Y N N
ARFOU Web Remote BI-WEEKLY Y N N
ARISM Web Remote WEEKLY Y N Y
ARSIM Web Remote WEEKLY Y Y Y
ARTEL Web Remote WEEKLY N N N
ARTIC Web Remote WEEKLY Y N N
ASDOJ Call In SEMI-MONTHLY Y Y N
ASDOY Call In SEMI-MONTHLY Y Y N
ASELC Call In WEEKLY Y Y Y
ASKCO Fax In WEEKLY Y N N
ASPLA Call In WEEKLY Y Y Y
ASR03 Call In WEEKLY Y Y N
ASR25 Fax In WEEKLY Y N N
ATCOC Web Remote WEEKLY Y N Y
ATEQR Web Remote WEEKLY Y Y Y
ATHLE Web Remote WEEKLY Y N N
ATJEL Web Remote WEEKLY Y Y Y
ATLIN Web Remote WEEKLY Y Y N
ATLLI Web Remote WEEKLY Y Y N
ATOCO Fax In WEEKLY N N N
XXXXX Fax In WEEKLY Y N N
AVALA Pick Up WEEKLY Y N N
AVDCO Fax In WEEKLY Y N N
AXOEL Fax In WEEKLY N N N
BACEL Call In WEEKLY Y N N
BACON Web Remote WEEKLY Y N N
BALLT Call In WEEKLY Y Y N
BALON Fax In WEEKLY N N N
BARAS Call In SEMI-MONTHLY Y N N
XXXXX Call In WEEKLY N N N
BAREL Fax In WEEKLY Y N N
XXXXX Call In BI-WEEKLY Y Y N
XXXXX Web Remote WEEKLY Y N N
BASSP Web Remote WEEKLY Y N Y
BBGAR Fax MONTHLY N N Y
BDREA Fax In BI-WEEKLY Y N N
BEAVR Web Remote WEEKLY N Y N
BEDCC Call In WEEKLY Y Y Y
BEDCO Fax In WEEKLY N N N
BEERS Fax In WEEKLY N N N
BEGAT Fax In WEEKLY N N N
BELWA Fax In WEEKLY Y N N
BENCH Call In BI-WEEKLY Y N N
XXXXX Call In WEEKLY N N N
BEYON Fax In WEEKLY Y N N
BGELC Web Remote WEEKLY N Y N
BGELI Web Remote WEEKLY N Y N
BGLI2 Web Remote WEEKLY N Y N
BGORG Web Remote WEEKLY N Y N
BGRES Web Remote WEEKLY Y N Y
BIGMA Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY N N N
BLTEL Call In WEEKLY Y Y Y
BMSEL Fax In WEEKLY Y N N
BNVCO Call In BI-WEEKLY Y N Y
BNVIN Call In WEEKLY Y N Y
BOBCT Web Remote BI-WEEKLY Y Y Y
BOBFL Web Remote BI-WEEKLY Y Y Y
XXXXX Call In WEEKLY Y N N
BOROI Fax In WEEKLY Y Y Y
BR140 Fax In WEEKLY Y Y N
XXXXX Call In WEEKLY Y N N
BREEZ Fax In WEEKLY Y N N
BREGO Web Remote WEEKLY Y Y N
BRENA Fax In WEEKLY Y N N
BRENC Web Remote BI-WEEKLY Y N Y
XXXXX Web Remote WEEKLY Y Y N
BRIDX Web Remote WEEKLY Y Y Y
BRIGI Call In WEEKLY N N N
BRIPA Web Remote WEEKLY Y Y N
BRITR Web Remote WEEKLY Y Y N
BROCO Fax In WEEKLY Y N N
BRORD Fax In BI-WEEKLY Y N N
BRRCO Web Remote WEEKLY Y N N
XXXXX Pick Up WEEKLY Y Y N
BSCON Web Remote WEEKLY Y N N
BUIEX Call In SEMI-MONTHLY Y N N
BUILD Web Remote WEEKLY Y N N
BUIMR Fax In WEEKLY Y N Y
BULLD Fax In WEEKLY N N N
BURT2 Fax In WEEKLY N N N
BURTI Fax In WEEKLY N N N
C6070 Call In WEEKLY Y N Y
CAHCO Call In WEEKLY Y N N
CALAS Fax In WEEKLY N N N
CALEC Fax In WEEKLY Y N N
CALGI Fax In WEEKLY N N N
CALLE Call In WEEKLY Y N N
CALVM Remote WEEKLY Y N N
CAMCO Fax In BI-WEEKLY Y Y Y
CAMPU Fax In WEEKLY Y N Y
CANDO Web Remote WEEKLY Y Y Y
XXXXX Fax In WEEKLY N N Y
CAPSY Web Remote WEEKLY N Y N
CARAB Web Remote WEEKLY Y N Y
CAREL Call In WEEKLY Y N N
XXXXX Fax In WEEKLY Y N N
CAROC Fax In WEEKLY N N Y
CARSH Call In WEEKLY Y Y Y
CARSU Fax In WEEKLY N N N
CAUSE Web Remote WEEKLY Y N Y
CBROS Call In WEEKLY Y Y Y
CCCAR Fax In WEEKLY Y Y N
CCCOR Fax In WEEKLY Y N N
CCNJI Web Remote WEEKLY Y Y N
CDCVS Web Remote MONTHLY Y Y N
CDRYW Web Remote WEEKLY Y N Y
CENEX Fax In MONTHLY Y N N
CENJW Web Remote WEEKLY Y Y N
CENPA Web Remote WEEKLY Y Y Y
CENTE Web Remote WEEKLY Y Y N
CERFC Fax In WEEKLY N N N
CFIRE Fax In MONTHLY Y Y Y
CHATS Call In WEEKLY Y N N
CHLEQ Web Remote WEEKLY Y Y Y
XXXXX Web Remote WEEKLY Y N Y
CIA02 Fax In WEEKLY Y N N
CIASS Fax In WEEKLY Y N N
CIOIN Web Remote WEEKLY Y N Y
CIREG Web Remote WEEKLY Y N N
CIRUS Fax In WEEKLY Y N N
CITYW Web Remote WEEKLY Y N Y
CIVCO Web Remote WEEKLY N N N
CIVET Web Remote WEEKLY N N N
CIVJV Web Remote WEEKLY Y Y N
CIWID Web Remote WEEKLY Y N Y
CKFOC Web Remote WEEKLY Y N Y
CLASY Fax In WEEKLY Y Y N
CLAYF Fax In BI-WEEKLY Y Y N
CLCON Fax In WEEKLY Y Y N
CLEAN Web Remote WEEKLY Y Y Y
CLEBR Fax In WEEKLY N
CLIUN Web Remote WEEKLY N N N
CMECO Fax In WEEKLY Y N N
CMICO Web Remote WEEKLY Y N N
CMPCO Call In WEEKLY N N N
CMSSI Fax In WEEKLY Y N N
CNCOO Fax In WEEKLY Y N N
CNMAN Web Remote WEEKLY Y N Y
CNVBR Web Remote WEEKLY N N Y
COELC Web Remote WEEKLY N N Y
COLIN Call In WEEKLY N N N
COLLC Web Remote WEEKLY Y Y Y
COMPR Web Remote WEEKLY Y Y Y
CONCO Fax In WEEKLY Y N N
CONE3 Fax In WEEKLY N N N
CONFD Web Remote WEEKLY Y Y N
CONIN Fax In WEEKLY Y N Y
CONLC Fax In WEEKLY Y N Y
CONPR Fax In WEEKLY N N N
CONSE Web Remote WEEKLY Y N N
XXXXX Fax In WEEKLY N N N
COREP Fax In BI-WEEKLY N N N
CORNR Fax In WEEKLY Y N N
CPART Web Remote WEEKLY Y Y N
CPEGI Fax In WEEKLY Y N N
CPMBU Web Remote WEEKLY Y Y Y
CRANB Call In WEEKLY Y Y Y
CRCCI Fax In WEEKLY Y N N
CREDR Call In WEEKLY Y N Y
CRLLC Web Remote WEEKLY Y N N
CROPS Call In WEEKLY Y N Y
CTCII Web Remote WEEKLY Y Y Y
CUTTE Fax In BI-WEEKLY Y N N
DAIDI Web Remote WEEKLY Y N Y
DAIDO Fax In WEEKLY N
DANCO Fax In WEEKLY Y Y N
DANIE Web Remote WEEKLY N N N
DARCO Web Remote WEEKLY Y N Y
DAURI Web Remote WEEKLY N N N
XXXXX Fax In WEEKLY N N N
DCLLC Fax In WEEKLY Y N N
DDELE Fax In WEEKLY Y N N
DDLEN Fax In WEEKLY Y N N
DEAEL Call In WEEKLY N N N
DEAL2 Call In WEEKLY N N N
DEAL3 Call In WEEKLY N N N
DEALP Pick Up WEEKLY N N N
DEBCO Web Remote WEEKLY Y N N
XXXXX Web Remote WEEKLY N N N
XXXXX Fax In WEEKLY N N N
DELUX Fax In WEEKLY N N N
DENEL Web Remote WEEKLY Y Y Y
DEPOT Web Remote WEEKLY Y Y N
DESWE Call In BI-WEEKLY Y N Y
DEWCC Web Remote WEEKLY N N N
DIAIN Web Remote WEEKLY Y N N
DIERK Fax In WEEKLY N N N
DIFAM Remote WEEKLY N Y N
DIFER Call In BI-WEEKLY Y N N
DIGPI Call In WEEKLY Y N N
DIMDY Web Remote WEEKLY Y N N
DINOR Fax In WEEKLY N N N
DJCOS Web Remote WEEKLY Y Y Y
DJMEC Web Remote WEEKLY Y Y Y
DKCON Fax In WEEKLY Y N N
DKWAR Fax In WEEKLY Y N N
DLB02 Web Remote WEEKLY N N Y
DLOFT Call In WEEKLY Y Y Y
DMELE Web Remote WEEKLY Y N N
DMGMT Fax In WEEKLY Y N N
DNCON Fax In WEEKLY N N N
DOBCO Web Remote WEEKLY N N Y
DOCED Call In BI-WEEKLY N N N
XXXXX Fax In WEEKLY N N Y
DPFIN Call In MONTHLY Y N N
DRCAL Call In BI-WEEKLY Y N N
DRGMS Call In BI-WEEKLY Y Y N
DRUCK Web Remote BI-WEEKLY Y N Y
DSABA Web Remote WEEKLY Y N N
DUNSK Call In WEEKLY Y N N
DVS02 Pick Up BI-WEEKLY Y N N
DVS03 Pick Up BI-WEEKLY N
DVS04 Pick Up BI-WEEKLY Y N N
DVS05 Pick Up BI-WEEKLY Y N N
DVS07 Pick up BI-WEEKLY Y N N
DVS10 Pick Up BI-WEEKLY N
DVS11 Pick up BI-WEEKLY Y N N
DVS12 Pick up BI-WEEKLY Y N N
DYNPR Fax In WEEKLY N N N
EACOA Fax In WEEKLY Y N Y
EARCO Web Remote WEEKLY Y N Y
EATEC Web Remote WEEKLY Y Y Y
EATEL Fax In WEEKLY Y N N
ECHAZ Fax In WEEKLY Y N Y
EDIEQ Web Remote WEEKLY Y Y N
EELEC Web Remote WEEKLY Y N N
EGGEL Web Remote WEEKLY Y Y N
EICAS Web Remote WEEKLY N
ELDER Fax In WEEKLY Y N N
ELIND Pick Up WEEKLY N Y N
ELSOL Web Remote WEEKLY N Y N
ELTIN Web Remote WEEKLY Y Y Y
EMCIW Web Remote WEEKLY Y N N
EMMYI Web Remote WEEKLY N N Y
EMPCO Web Remote WEEKLY Y Y Y
EMPIL Call In WEEKLY N N N
EMPIR Pick Up WEEKLY Y N N
ENDEY Fax In WEEKLY N N N
ENGPA Web Remote WEEKLY Y N N
ENLEA Web Remote WEEKLY Y N N
ENVOY Fax In BI-WEEKLY Y N N
EQUIP Fax In WEEKLY Y N N
EQUOF Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY Y Y Y
EUROP Call In WEEKLY Y N Y
EVERE Fax In WEEKLY N N N
EVERP Web Remote BI-WEEKLY Y Y Y
EVERU Web Remote WEEKLY Y Y Y
EWG01 Pick Up WEEKLY Y N N
EWG02 Pick Up WEEKLY Y N N
EWG04 Pick Up WEEKLY Y N N
EWG05 Pick Up WEEKLY Y N N
EWG06 Pick Up WEEKLY Y N N
EWG07 Pick Up WEEKLY Y N N
EWG08 Pick Up WEEKLY Y N N
EWG09 Pick Up WEEKLY Y N N
EWG10 Pick Up WEEKLY Y N N
EXREL Fax In WEEKLY Y N Y
EYENJ Call In WEEKLY Y N Y
EYEST Call In WEEKLY Y N Y
EZECO Web Remote WEEKLY Y N Y
FARHE Call In WEEKLY Y Y Y
FECON Web Remote WEEKLY Y Y Y
FERCC Web Remote WEEKLY Y Y Y
FERMA Web Remote WEEKLY Y Y Y
FIRCO Fax In WEEKLY Y N Y
FIVCG Call In WEEKLY N N N
FIVES Web Remote WEEKLY N N N
FJSSE Web Remote WEEKLY Y N Y
FLEDE Call In WEEKLY N N Y
FLEEL Fax In WEEKLY N N N
FMCEL Fax In WEEKLY Y Y N
FORSA Web Remote WEEKLY Y N N
FOUCO Web Remote WEEKLY Y Y N
FRANC Web Remote WEEKLY Y Y N
FRATC Web Remote WEEKLY Y N Y
XXXXX Web Remote WEEKLY Y N Y
FREDG Web Remote WEEKLY N Y N
FRI07 Web Remote WEEKLY Y Y N
FRI11 Web Remote WEEKLY Y Y N
FRI92 Web Remote WEEKLY Y Y N
FRITC Web Remote WEEKLY Y Y N
GABST Web Remote WEEKLY Y N N
GALCI Call In BI-WEEKLY Y N N
GALEL Web Remote WEEKLY Y Y Y
GARCC Web Remote WEEKLY N N N
GARFA Web Remote WEEKLY Y N N
GARGU Web Remote WEEKLY N N N
GARNU Web Remote WEEKLY Y N Y
GARRS Web Remote WEEKLY Y N Y
GARTE Web Remote WEEKLY Y N Y
GATEI Fax In WEEKLY N N N
GATEW Fax In WEEKLY Y Y N
GBIIN Web Remote WEEKLY Y N Y
GBSOU Web Remote WEEKLY Y Y Y
GCDMW Fax In WEEKLY Y N N
GCOMM Call In MONTHLY Y N N
GDCON Fax In WEEKLY Y N Y
GECON Web Remote WEEKLY Y N N
GEGEL Web Remote WEEKLY Y Y Y
GEMFI Fax In BI-WEEKLY Y N N
GENPL Call In WEEKLY N N Y
GESTF Fax In WEEKLY Y N N
GFAST Fax In WEEKLY N N N
GIBCO Web Remote WEEKLY Y N N
GIPSY Web Remote WEEKLY Y Y Y
GLEND Call In WEEKLY N N N
GMAEL Web Remote WEEKLY N Y N
GOLDI Call In WEEKLY N N N
GOTHM Web Remote WEEKLY Y N Y
GOTLI Fax In WEEKLY N N N
XXXXX Fax In WEEKLY Y N N
GRAEL Web Remote WEEKLY N N N
GRAIN Pick Up WEEKLY Y N N
GRAMC Fax In WEEKLY N N N
GRARD Fax In WEEKLY N N N
GREEN Fax In WEEKLY N Y N
GREJA Web Remote BI-WEEKLY Y Y Y
GRENA Fax In WEEKLY Y N N
GRESD Web Remote WEEKLY Y N Y
GTLCO Web Remote WEEKLY Y Y N
GUMMS Call In BI-WEEKLY Y Y N
H1140 Call In WEEKLY Y N N
H1470 Call In WEEKLY Y Y N
H1478 Call In WEEKLY Y Y N
H1640 Fax In WEEKLY N N N
H2265 Call In WEEKLY Y Y N
H2266 Fax In WEEKLY Y N N
H2267 Fax In WEEKLY Y N N
H2632 Call In WEEKLY N N N
H4310 Fax In WEEKLY N N N
HAFCO Fax In WEEKLY Y N N
HAHRC Call In WEEKLY Y Y Y
XXXXX Call In WEEKLY Y N Y
HARAE Web Remote WEEKLY N N Y
HAREL Fax In WEEKLY N N N
XXXXX Fax In WEEKLY N N N
HARPA Web Remote WEEKLY Y N Y
HEACO Web Remote WEEKLY Y N N
HEAVY Fax In WEEKLY Y N N
HENCO Web Remote WEEKLY Y N N
HGINC Fax In WEEKLY Y Y N
HHMAS Pick Up WEEKLY Y N N
HIGTE Fax In WEEKLY Y N N
HILTN Call In MONTHLY Y N Y
HLELE Web Remote WEEKLY Y N N
HLENJ Web Remote WEEKLY Y Y N
HOMES Call In BI-WEEKLY Y N N
HOOKR Fax In WEEKLY N N N
HORZN Web Remote BI-WEEKLY N N N
HPDES Fax In WEEKLY Y N N
HUBIC Fax In WEEKLY Y N Y
HUELE Fax In WEEKLY N N N
HUTCH Fax In WEEKLY Y N N
HYPOL Call In WEEKLY N N N
HYUND Call In MONTHLY Y Y N
IANCO Fax In WEEKLY Y Y N
ICONE Web Remote WEEKLY Y Y Y
IDEAL Web Remote WEEKLY Y Y Y
IMDEV Fax In WEEKLY Y N N
IMPPL Call In WEEKLY Y N Y
INCAP Web Remote WEEKLY Y N Y
INCHE Web Remote WEEKLY Y N Y
INCOE Web Remote WEEKLY Y Y N
INCON Web Remote WEEKLY Y Y Y
INDES Web Remote WEEKLY Y N N
INNER Web Remote WEEKLY N N N
INPLA Web Remote WEEKLY Y N Y
INPOO Web Remote WEEKLY Y N Y
INTAL Fax In WEEKLY Y N N
INTEG Remote WEEKLY Y N N
IROIR Fax In WEEKLY Y N Y
IRONE Web Remote WEEKLY Y N Y
IRONM Web Remote WEEKLY Y N Y
ISCHC Call In WEEKLY Y N Y
ISSPA Call In WEEKLY Y N N
ISTAP Call In WEEKLY Y N N
JACBS Fax In WEEKLY Y N Y
JACKS Fax In WEEKLY N N N
JACME Web Remote BI-WEEKLY Y N Y
JACON Web Remote WEEKLY N N Y
JADET Fax In WEEKLY Y N Y
JAFEQ Call In WEEKLY Y N N
JAHA2 Fax In BI-WEEKLY Y N Y
JAMS2 Web Remote WEEKLY Y N N
JBCOR Web Remote WEEKLY N N N
JBINC Web Remote WEEKLY Y N Y
JBING Call In WEEKLY N N N
JBROS Fax In WEEKLY N N N
JDCON Fax In WEEKLY Y N N
JEIND Fax In WEEKLY Y N Y
JELBP Call In WEEKLY Y N N
JFMAN Fax In WEEKLY Y N N
JFMFL Fax In WEEKLY Y Y N
JGELE Web Remote WEEKLY Y N N
JHECO Call In WEEKLY N N N
JJCCC Fax In WEEKLY N N N
JJROS Web Remote WEEKLY N N N
JLEFP Web Remote WEEKLY Y N Y
JLEIN Web Remote WEEKLY Y N Y
JLEN1 Web Remote WEEKLY Y N Y
JLTEQ Web Remote WEEKLY N N N
JMELE Web Remote WEEKLY Y N N
JNTLE Fax WEEKLY N N N
JOHNC Web Remote WEEKLY Y N Y
JOHNM Web Remote WEEKLY Y N Y
JOMED Fax In WEEKLY Y N N
JOMEL Web Remote WEEKLY Y N Y
JRDEL Fax In WEEKLY Y Y N
JRREY Fax In WEEKLY N N N
JRWAS Web Remote WEEKLY N N N
JSTAR Fax In WEEKLY Y Y Y
JSTR2 Fax In WEEKLY Y Y Y
JTHWC Fax In WEEKLY Y N N
JUNPI Call In WEEKLY Y N N
JUSEL Web Remote WEEKLY Y Y N
XXXXX Fax In WEEKLY Y Y N
KATCO Remote WEEKLY N Y N
KCI02 Web Remote WEEKLY Y N N
KCI03 Web Remote WEEKLY Y N N
KECON Web Remote WEEKLY Y N Y
KEMSC Fax In WEEKLY Y N N
KENMA Fax In WEEKLY N N N
KEYEN Call In WEEKLY Y N Y
KIDDI Fax In BI-WEEKLY Y N N
XXXXX Web Remote WEEKLY N N N
KINGC Fax In WEEKLY Y N Y
KISOF Web Remote MONTHLY Y Y N
KLEAR Call In WEEKLY N N N
KLEEL Fax In WEEKLY N N N
KMELE Fax In WEEKLY N N Y
KNIMA Pick Up WEEKLY Y Y N
KNIOF Pick Up WEEKLY Y Y N
KOCCO Fax In WEEKLY N N N
KRELE Call In WEEKLY N N N
KRFSD Fax In WEEKLY N N Y
KRSWI Fax In WEEKLY N N N
KRYTN Web Remote BI-WEEKLY Y Y Y
KTCCO Call In WEEKLY Y N Y
LABCO Fax In WEEKLY N Y N
LADIS Fax In BI-WEEKLY Y N Y
LADPP Fax In BI-WEEKLY Y N Y
LAGR2 Fax In WEEKLY N N N
LALLC Fax In WEEKLY Y N N
LAMPP Fax In WEEKLY Y N Y
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LANEL Fax In WEEKLY Y N N
LAPOM Fax In WEEKLY Y Y Y
LAQGR Fax In WEEKLY N N N
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LASPE Fax In WEEKLY N N N
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LAZYB Call In BI-WEEKLY N N N
LBELE Fax In WEEKLY N Y N
LBIIN Fax In WEEKLY Y N Y
LE342 Call In WEEKLY Y N N
LEG03 Web Remote WEEKLY Y N N
LEGEN Web Remote WEEKLY Y Y N
LEHRC Remote WEEKLY Y Y N
LEMCO Fax In WEEKLY Y Y N
LEMIC Fax In WEEKLY Y Y N
LEVES Fax In WEEKLY N N N
XXXXX Remote WEEKLY N N N
LGCOI Web Remote WEEKLY Y Y Y
LIAMC Fax In WEEKLY Y N N
LIBCO Web Remote WEEKLY N N N
LIBIN Remote WEEKLY Y N N
LIBLC Web Remote WEEKLY N N N AP
LIC25 Web Remote WEEKLY Y N N
LICCP Fax In WEEKLY Y N Y
LICEL Web Remote WEEKLY Y N N
LINAC Fax In WEEKLY Y N N
LINEL Fax In WEEKLY Y Y N
LIONM Call In WEEKLY N N N
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LITRN Call In WEEKLY N N N
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LOUIS Web Remote WEEKLY N N N
LOWMA Fax In WEEKLY N N N
LPCIN Web Remote WEEKLY N Y N
LQCIN Fax In WEEKLY N N N
LRCON Fax In WEEKLY N N Y
LTRON Call In WEEKLY Y N N
LYNBR Call In WEEKLY N N N
MACKX Call In WEEKLY N N N
MACVA Web Remote WEEKLY Y N N
MAGNA Fax In WEEKLY N N N
MALLC Web Remote WEEKLY Y N Y
MAMEC Fax In WEEKLY Y Y N
MANAG Web Remote WEEKLY N N N
XXXXX Fax In WEEKLY Y N N
MANEL Fax In WEEKLY Y N N
MARAC Remote WEEKLY N N N
MARBR Fax In WEEKLY N N N
MARIO Call In WEEKLY N N Y
MARQR Fax In WEEKLY Y Y N
MARSN Fax In WEEKLY N N N
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MASSP Call In WEEKLY Y N N
MASTE Fax In WEEKLY N N N
MATCO Fax In WEEKLY Y N N
XXXXX Fax In WEEKLY N N N
MAXEN Web Remote WEEKLY Y Y N
MAZ25 Web Remote WEEKLY N N N
MAZEL Web Remote WEEKLY Y Y Y
MAZEO Web Remote WEEKLY N Y N
MBEM3 Fax In WEEKLY N N N
MDBSI Web Remote WEEKLY Y N N
MECCA Call In WEEKLY Y Y N
MECNJ Fax In WEEKLY Y N N
MECOE Fax In WEEKLY Y N N
MECON Fax In WEEKLY N N N
MEDIA Call In BI-WEEKLY Y N N
MEERE Web Remote WEEKLY Y N Y
MELNK Fax In WEEKLY Y N N
MELRS Web Remote WEEKLY Y N Y
MELTO Fax In WEEKLY Y N Y
MERJO Call In WEEKLY Y N Y
MERRC Web Remote WEEKLY Y N N
MERRL Fax In WEEKLY Y N N
MESSU Web Remote WEEKLY Y N Y
METCC Fax In WEEKLY Y N N
METMC Fax In WEEKLY Y N N
METTE Fax In BI-WEEKLY N N N
METTI Fax In WEEKLY N Y N
MEZEL Web Remote WEEKLY Y Y Y
MFEEL Fax In WEEKLY N N N
MGCIN Web Remote WEEKLY Y Y Y
MGLLC Web Remote WEEKLY Y N Y
MIBLP Fax WEEKLY Y N N
MICCP Web Remote WEEKLY Y N Y
MIDCI Call In WEEKLY N N Y
MIDER Fax In WEEKLY N N N
MIKMA Fax In WEEKLY Y N N
MILAD Fax In WEEKLY N N N
MIMCO Fax In WEEKLY N N N
MISTA Fax In WEEKLY Y N Y
MKGCC Call In BI-WEEKLY Y Y N
ML363 Web Remote WEEKLY Y Y N
MLPRO Web Remote WEEKLY Y Y N
MLVCO Pick Up WEEKLY Y N N
MMSPC Fax WEEKLY N N N
MNCGE Call In WEEKLY N N N
MOBR2 Fax In WEEKLY N N N
MONAD Fax In WEEKLY N Y N
MONEX Fax MONTHLY N N N
MONMO Call In WEEKLY Y N Y
MONTV Web Remote WEEKLY Y N Y
MOR25 Fax In WEEKLY N
MORAL Fax In WEEKLY N N N
MORIA Web Remote WEEKLY Y N Y
MORLP Fax In WEEKLY Y Y N
XXXXX Fax In WEEKLY Y N Y
MOUTH Call In BI-WEEKLY Y Y N
MPLLC Fax In WEEKLY Y Y N
MRHAR Call In WEEKLY N N N
MSCOF Call In BI-WEEKLY Y N N
MSCON Fax In WEEKLY N N N
MSCOO Fax In WEEKLY Y Y N
MSCOR Call In SEMI-MONTHLY N N Y
MTCCC Fax In WEEKLY Y N N
MTRAN Call In WEEKLY Y Y Y
MULEL Fax In WEEKLY Y N N
MVUCC Fax In WEEKLY Y N N
MWD01 Pick Up BI-WEEKLY Y N N
MWD06 Pick Up BI-WEEKLY Y N N
MWD08 Pick Up BI-WEEKLY Y N N
MWD09 Fax In BI-WEEKLY N
MWD13 Pick up BI-WEEKLY Y N N
MWD14 Pick Up BI-WEEKLY Y N N
MWILL Call In WEEKLY Y N N
MZPAT Fax In WEEKLY Y N N
NABCO Web Remote WEEKLY Y N N
XXXXX Web Remote WEEKLY Y Y N
NAGCO Call In WEEKLY Y N Y
NATAL Fax In WEEKLY N N N
NATBO Call In WEEKLY N Y N
NBSYS Web Remote WEEKLY Y Y N
NCCUT Fax In WEEKLY Y N Y
NEWYC Fax In WEEKLY Y Y N
NIGOC Web Remote WEEKLY N N N
NILES Fax In WEEKLY N Y N
NJCAR Call In WEEKLY N N Y
NJDEL Web Remote WEEKLY Y N N
NJRCO Fax In WEEKLY Y Y N
NJSEL Fax In WEEKLY Y N N
NLIFE Fax In WEEKLY Y N Y
XXXXX Web Remote WEEKLY Y N Y
NONST Web Remote WEEKLY Y N Y
NORCC Web Remote WEEKLY Y N Y
NOREQ Web Remote WEEKLY Y N N
NORLA Fax In WEEKLY N N N
NORPM Web Remote WEEKLY Y N Y
NORSS Web Remote WEEKLY Y N Y
NOUVE Pick Up WEEKLY N Y N
NUCOP Fax In WEEKLY N N Y
NUSTA Pick Up WEEKLY N Y N
NYCAC Fax In BI-WEEKLY Y Y N
NYINS Web Remote WEEKLY Y N N
NYPLA Fax In WEEKLY Y N Y
OCCID Fax In BI-WEEKLY Y N N
XXXXX Web Remote WEEKLY Y N Y
XXXXX Fax In WEEKLY N Y N
OHMEL Fax In WEEKLY Y N N
OLMVC Call In BI-WEEKLY Y Y N
ONAIR Fax In WEEKLY Y N N
ONPR2 Web Remote WEEKLY Y N N
ORANG Web Remote WEEKLY Y Y Y
ORION Web Remote WEEKLY Y Y N
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PACCS Fax In WEEKLY Y N N
PACEL Call In WEEKLY Y N N
PACST Fax In WEEKLY Y N N
PAICO Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY Y N N
XXXXX Fax In WEEKLY Y N N
PALLC Call In BI-WEEKLY Y N N
PALOF Web Remote WEEKLY Y N N
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PANTA Fax In WEEKLY N N N
PANTE Fax In WEEKLY Y N N
PAOLE Call In WEEKLY N N N
PAREC Web Remote WEEKLY N N N
PAREN Fax In WEEKLY N N N
PARKV Call In WEEKLY Y N N
PARSI Web Remote WEEKLY Y N N
PARWR Web Remote WEEKLY N N N
PATHW Web Remote WEEKLY N Y N
XXXXX Pick Up WEEKLY N N N
PATTR Web Remote WEEKLY Y Y N
PAVIN Fax In WEEKLY N N N
PCONS Fax In WEEKLY N N N
PEENT Fax In WEEKLY Y N Y
PELLC Web Remote WEEKLY Y Y Y
PEN23 Web Remote WEEKLY Y Y N
PEN32 Web Remote WEEKLY Y Y N
PEN35 Web Remote WEEKLY Y Y N
PEN38 Web Remote WEEKLY Y Y N
PEN40 Web Remote WEEKLY Y Y N
PEN42 Web Remote WEEKLY Y Y N
PEN45 Web Remote WEEKLY Y Y N
PEN57 Web Remote WEEKLY Y Y N
PEN60 Web Remote WEEKLY Y Y N
PEN62 Web Remote WEEKLY Y Y N
PEN63 Web Remote WEEKLY Y Y N
PEN65 Web Remote WEEKLY Y Y N
PEN66 Web Remote WEEKLY Y Y N
PEN67 Web Remote WEEKLY Y Y N
PEN69 Web Remote WEEKLY Y Y N
PEN76 Web Remote WEEKLY Y Y N
PEN77 Web Remote WEEKLY Y Y N
PEN79 Web Remote WEEKLY Y Y N
PEN80 Web Remote WEEKLY Y Y N
PEN85 Web Remote BI-WEEKLY Y Y N
PEN89 Web Remote WEEKLY Y Y N
PEN96 Web Remote WEEKLY Y Y N
PEN99 Web Remote WEEKLY Y Y N
PENNB Web Remote WEEKLY Y N N
PEQRC Fax In WEEKLY Y N N
PERCO Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY Y Y Y
XXXXX Web Remote WEEKLY N N N
PETCT Fax In WEEKLY Y N N
PETEX Web Remote WEEKLY N Y Y
XXXXX Web Remote WEEKLY N Y Y
PHAS1 Fax In WEEKLY N N N
PHILM Fax In WEEKLY Y N N
PHOSE Fax In WEEKLY N Y N
PHOSM Fax In WEEKLY Y N N
PICJC Web Remote WEEKLY Y Y N
PICON Remote WEEKLY N N N
PINEN Web Remote WEEKLY Y Y Y
PINNI Web Remote WEEKLY N N N
PINTO Fax In WEEKLY N N N
XXXXX Fax WEEKLY Y N Y
PLEIB Call In WEEKLY Y Y Y
PLEKE Remote WEEKLY Y N N
PLEVY Web Remote WEEKLY Y Y N
PMCJV Remote WEEKLY N N N
PMPIN Fax In WEEKLY N N Y
PMSCO Fax In WEEKLY N N N
PN108 Web Remote WEEKLY Y Y N
PN110 Web Remote WEEKLY Y Y N
PN113 Web Remote BI-WEEKLY Y Y N
PN124 Web Remote WEEKLY Y Y N
PN130 Web Remote WEEKLY Y Y N
PN135 Web Remote WEEKLY Y Y N
PN136 Web Remote WEEKLY Y Y N
PN138 Web Remote WEEKLY Y Y N
PN142 Web Remote WEEKLY Y Y N
PN144 Web Remote WEEKLY Y Y N
PN151 Web Remote WEEKLY Y Y N
PN153 Web Remote WEEKLY Y Y N
PN155 Web Remote WEEKLY Y Y N
PN156 Web Remote WEEKLY Y Y N
PN173 Web Remote WEEKLY Y Y N
PN189 Web Remote WEEKLY Y Y N
PN192 Web Remote WEEKLY Y Y N
XXXXX Web Remote WEEKLY N Y N
POSIT Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY N N Y
POWER Fax In WEEKLY N N N
PRATC Fax In WEEKLY Y N N
PRCON Fax In WEEKLY Y N Y
PREDR Web Remote WEEKLY Y Y Y
PREEL Web Remote WEEKLY Y N Y
PREME Fax In WEEKLY Y Y N
PREMI Remote WEEKLY Y N N
PREMT Remote WEEKLY Y N N
PREPY Web Remote WEEKLY Y N Y
PRESP Fax In WEEKLY Y Y N
PRICO Web Remote WEEKLY Y N N
PRIDE Fax In WEEKLY Y Y N
PRIEL Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY N N Y
PRIMC Web Remote WEEKLY Y N Y
PRIPA Web Remote WEEKLY N N Y
PRMEL Web Remote WEEKLY Y Y Y
PROFP Fax In WEEKLY Y Y Y
PROPT Fax WEEKLY Y N Y
PROVE Web Remote WEEKLY Y N N
PROVN Web Remote WEEKLY Y N N
PRPAK Call In MONTHLY Y Y Y
PRPSE Web Remote WEEKLY Y Y Y
PRUDE Call In WEEKLY N N N
PSIPL Web Remote WEEKLY Y N Y
PSSUC Pick Up WEEKLY N N N
PSTEL Fax In WEEKLY Y N N
PTE03 Fax In WEEKLY Y Y N
PTE25 Fax In WEEKLY Y Y N
PTLEL Fax In WEEKLY Y N Y
PTRBR Web Remote WEEKLY Y N N
PTRUC Call In WEEKLY Y N N
PUBUM Fax In WEEKLY Y N N
PUMIN Fax In WEEKLY Y N N
QUAEL Fax In WEEKLY Y N N
QUALI Web Remote WEEKLY Y Y Y
QUCON Web Remote WEEKLY Y N Y
QUE03 Fax In WEEKLY N N N
QUECO Web Remote WEEKLY N Y Y
QUEST Fax In WEEKLY N N N
RAELE Call In WEEKLY Y N Y
RCM01 Remote WEEKLY N N N
RCONS Remote WEEKLY N N N
RE107 Call In WEEKLY Y N Y
REALT Fax In WEEKLY Y N Y
REBAR Fax In WEEKLY Y Y N
REFIR Web Remote WEEKLY N N Y
REGWA Web Remote WEEKLY Y Y N
RENCO Web Remote WEEKLY N N N
RESNY Web Remote WEEKLY N N Y
RETCN Fax In WEEKLY Y N Y
RGRCO Call In SEMI-MONTHLY Y N N
RHRPR Call In WEEKLY N N N
RIC01 Call In WEEKLY Y N Y
RIC02 Call In WEEKLY Y N Y
XXXXX Call In WEEKLY Y Y Y
XXXXX Fax In WEEKLY N N N
RIVPA Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY N N N
RKARC Call In WEEKLY N N N
RLCIN Web Remote WEEKLY Y Y Y
RLJAD Web Remote WEEKLY N N N
RLJEL Web Remote WEEKLY N N N
RLSYS Fax In WEEKLY Y Y N
RMFEL Web Remote WEEKLY N N N
RMT03 Fax In WEEKLY N N N
RMT25 Fax In WEEKLY N N N
RNHEL Web Remote WEEKLY Y Y Y
RNHNJ Web Remote WEEKLY Y Y N
RNRAS Fax In WEEKLY N N N
ROADW Web Remote WEEKLY N N N
XXXXX Web Remote WEEKLY Y Y N
ROCKM Remote MONTHLY Y N N
ROGE2 Web Remote WEEKLY N N Y
XXXXX Web Remote WEEKLY N Y Y
ROKBU Fax In WEEKLY Y N Y
ROKET Fax In WEEKLY N N N
ROMAM Fax In WEEKLY Y N N
RONBA Web Remote WEEKLY Y Y Y
RONSC Fax In WEEKLY N N N
ROSAN Web Remote SEMI-MONTHLY Y Y Y
ROSIM Web Remote SEMI-MONTHLY Y Y Y
ROVIN Web Remote WEEKLY N N Y
ROYAL Web Remote WEEKLY Y Y N
RPHEA Call In MONTHLY Y N Y
RRFAC Web Remote WEEKLY Y N N
RRLTD Fax In WEEKLY Y N N
RTGUT Fax In WEEKLY Y N N
XXXXX Web Remote WEEKLY Y Y N
SAFEW Fax In WEEKLY N N N
SAFT2 Web Remote WEEKLY Y N N
SAFTY Web Remote WEEKLY Y N N
XXXXX Web Remote WEEKLY Y N N
XXXXX Web Remote WEEKLY Y N Y
XXXXX Fax In WEEKLY N N N
XXXXX Fax In WEEKLY N N N
SANIT Web Remote WEEKLY Y Y N
SANTA Web Remote WEEKLY N Y N
SAVIO Web Remote WEEKLY N N N
SBFCO Web Remote WEEKLY N N N
XXXXX Fax In WEEKLY Y N N
SCHLS Web Remote WEEKLY N Y N
SCICO Remote WEEKLY N Y N
SCONT Call In WEEKLY Y N N
SDELE Web Remote WEEKLY N N Y
SDEVE Fax In WEEKLY Y N N
SEABR Remote WEEKLY Y N N
SEACO Fax In WEEKLY Y N Y
SEAGC Call In WEEKLY N N N
SELEL Fax In WEEKLY Y N N
SELFL Web Remote WEEKLY Y Y Y
SFCON Fax In WEEKLY Y N N
SHAMR Web Remote WEEKLY Y N N
SHANN Call In WEEKLY Y Y N
SHENT Call In WEEKLY N N N
SHEPH Fax In WEEKLY Y Y N
SHILL Fax In WEEKLY Y N N
SHORR Fax In WEEKLY N N N
SHRED Call In WEEKLY Y N N
SIGNA Web Remote WEEKLY Y Y N
SISNI Fax In WEEKLY N N N
SJI25 Web Remote WEEKLY Y N N
SJINC Web Remote WEEKLY Y Y N
SKYEL Web Remote WEEKLY Y Y Y
SMAEL Fax In WEEKLY Y N N
SMCEL Web Remote WEEKLY Y Y Y
XXXXX Web Remote WEEKLY N N N
SOLCO Fax In WEEKLY Y N N
SOLEL Remote WEEKLY N Y N
SOSFS Remote WEEKLY Y N N
SOUBE Fax In WEEKLY Y N N
SOUCO Fax In WEEKLY Y N N
SPARW Fax In WEEKLY Y N N
SPELE Web Remote WEEKLY Y N Y
SPRCO Call In WEEKLY Y N Y
SSCRE Web Remote WEEKLY N N N
STADE Fax In WEEKLY Y N N
STAEL Web Remote WEEKLY Y N Y
STANC Web Remote WEEKLY Y N N
STASI Fax In WEEKLY Y N Y
STCOC Call In WEEKLY Y Y Y
STCOM Web Remote WEEKLY Y N N
STEGL Fax In WEEKLY Y N N
STFAB Call In WEEKLY N N N
STGNL Fax In WEEKLY N N N
STHCO Web Remote WEEKLY Y Y N
STKDE Web Remote WEEKLY Y N N
STLUK Web Remote WEEKLY Y N N
STOC1 Web Remote WEEKLY Y Y Y
STOC3 Web Remote WEEKLY Y Y Y
STONI Web Remote WEEKLY Y N N
STOTR Web Remote WEEKLY Y Y Y
STREL Fax In WEEKLY Y N N
STRLO Web Remote WEEKLY Y N N
STROF Web Remote WEEKLY Y N N
STSSU Web Remote WEEKLY N N N
STULZ Call In WEEKLY Y Y Y
STUOF Call In MONTHLY Y Y Y
SUGRU Fax In WEEKLY Y N N
SUNCO Fax In WEEKLY N N N
SUNDP Fax In WEEKLY N N Y
SUPSS Remote WEEKLY Y N N
SUPST Remote WEEKLY Y N N
SUREL Fax In WEEKLY N N N
SURFV Web Remote WEEKLY Y N N
SWHAR Web Remote WEEKLY Y N N
SYINS Fax In WEEKLY N N N
SZCOC Fax In WEEKLY Y N Y
TA079 Fax In WEEKLY Y N N
TA731 Fax In WEEKLY Y N N
TANAP Pick up MONTHLY N N N AP
TANAR Pick up MONTHLY N N N AR
TANNO Pick Up WEEKLY Y N N
TAPEL Web Remote WEEKLY Y Y N
TAPJV Web Remote WEEKLY Y Y N
TARAS Fax In WEEKLY Y N N
TBIRD Fax In WEEKLY N N N
TCINC Web Remote WEEKLY N N N
TDRUG Call In WEEKLY Y N Y
TEETH Call In BI-WEEKLY Y Y N
TEFIX Fax In BI-WEEKLY N N N
TENTS Fax In WEEKLY Y N N
TERTR Web Remote WEEKLY Y N N
THINS Web Remote WEEKLY Y N N
THRGP Call In WEEKLY Y N N
TITFL Fax In WEEKLY Y N N
TITIN Fax In WEEKLY Y Y Y
TITST Fax In WEEKLY Y N N
TJMCO Fax In WEEKLY Y N N
TMICI Call In WEEKLY Y N Y
TNT03 Fax In WEEKLY N N N
TNTIN Web Remote WEEKLY Y Y Y
TOKYO Call In WEEKLY Y N Y
TOMAH Web Remote WEEKLY Y N N
TOMCC Web Remote WEEKLY Y N N
TOMCO Call In WEEKLY Y N N
TOUCH Fax In WEEKLY Y Y Y
TOWCS Fax In WEEKLY N N N
TOWER Web Remote WEEKLY N N N
TRACK Call In BI-WEEKLY Y Y Y
TRAIL Call In WEEKLY N N N
TRARC Web Remote WEEKLY N N N
TRECO Web Remote WEEKLY Y N Y
TREES Call In WEEKLY Y N N
TRICI Call In WEEKLY Y N N
TRIEL Fax In WEEKLY N N N
TRIMA Fax In WEEKLY Y N Y
TRISS Fax In WEEKLY Y N Y
TROCM Fax In WEEKLY Y N N
TROYE Call In WEEKLY N Y N
TRPAR Call In SEMI-MONTHLY Y Y N
TRPCU Fax In WEEKLY Y N Y
TRPIP Call In WEEKLY Y N N
TRRAE Web Remote WEEKLY N N N
TRUEL Fax In WEEKLY Y N N
TRUNJ Fax In WEEKLY Y N N
TULCO Call In WEEKLY Y N N
XXXXX Fax In WEEKLY N N N
TYPHO Web Remote WEEKLY Y N N
UCERT Fax In WEEKLY N N N
UFELL Pick Up WEEKLY N Y N
UMCIN Call In WEEKLY Y Y N
UNAEL Fax In WEEKLY Y Y N
UNAIR Web Remote WEEKLY Y Y Y
UNDUT Fax In WEEKLY N N N
UNENS Call In WEEKLY Y N N
UNIFL Web Remote WEEKLY Y Y N
UNISY Web Remote WEEKLY Y Y Y
UNRES Remote WEEKLY Y N N
UNSHE Web Remote WEEKLY Y Y Y
UNT03 Web Remote WEEKLY N Y N
UNT25 Web Remote WEEKLY N N N
UNT52 Web Remote WEEKLY N Y N
UNTAD Web Remote WEEKLY N Y N
UNTAG Call In BI-WEEKLY N N N
UNTEX Web Remote WEEKLY N Y N
UNTGA Web Remote WEEKLY N Y N
UNTNJ Web Remote WEEKLY N Y N
UNTOF Web Remote WEEKLY N Y N
UNVEL Fax In WEEKLY Y N N
URBFO Pick Up WEEKLY N Y N
URBPL Fax In WEEKLY Y N N
UTILS Fax In WEEKLY Y N N
UTOWN Web Remote WEEKLY Y N Y
VALCC Fax In WEEKLY N N N
XXXXX Fax In WEEKLY Y N N
VARDA Web Remote WEEKLY N N Y
VARLO Fax In WEEKLY N N N
VCORP Fax In WEEKLY N N N
VECTG Web Remote BI-WEEKLY Y N N
VENIN Web Remote WEEKLY Y Y Y
VENUS Fax In WEEKLY Y N N
VERCO Web Remote WEEKLY Y Y N
VERDE Web Remote WEEKLY Y Y N
VERSA Remote WEEKLY Y N N
VINEL Call In WEEKLY N N N
VIPNU Fax In WEEKLY N N N
VIRCO Fax In WEEKLY Y N N
VIREL Fax In WEEKLY Y N N
VIRGR Fax In WEEKLY Y N Y
VISE1 Web Remote WEEKLY Y N N
VMSCI Web Remote WEEKLY Y Y N
VNAUT Fax In WEEKLY Y N Y
VOLFD Web Remote WEEKLY Y Y N
VOLMG Web Remote WEEKLY Y Y N
XXXXX Web Remote WEEKLY N N N
VPVEL Fax In WEEKLY Y N Y
VRCOM Web Remote WEEKLY Y Y N
W26ST Pick Up WEEKLY Y N N
XXXXX Call In WEEKLY Y N N
WAMCO Web Remote WEEKLY Y N Y
WASHE Fax In WEEKLY N N N
WC555 Call In WEEKLY Y N N
WDB01 Pick Up WEEKLY Y N N
WDB02 Pick Up WEEKLY Y N N
WDB03 Pick Up WEEKLY Y N N
WDB04 Pick Up WEEKLY Y N N
WDB05 Pick Up WEEKLY Y N N
WDB06 Pick Up WEEKLY N N N
WDB07 Pick Up WEEKLY Y N N
WDB08 Pick Up WEEKLY Y N N
WDB09 Pick Up WEEKLY Y N N
WDB10 Pick Up WEEKLY Y N N
WEGCT Pick Up WEEKLY N N N
WEREL Fax In WEEKLY N N N
WESCO Fax In WEEKLY Y N N
WESEL Fax In WEEKLY N N N
WESTD Call In WEEKLY Y N Y
WHITE Fax In WEEKLY Y Y N
WHMPL Fax In WEEKLY Y N Y
WILSN Fax In WEEKLY N N N
WILSO Call In WEEKLY Y N Y
WINAN Fax WEEKLY N N N
WINDR Web Remote WEEKLY N N N
WINDS Fax In WEEKLY Y N N
WINEL Fax In WEEKLY N N N
WINFA Call In BI-WEEKLY Y N N
WJCCO Web Remote WEEKLY Y N N
WJMAS Web Remote WEEKLY Y Y Y
XXXXX Call In WEEKLY Y N N
WSERE Fax In WEEKLY N N N
XMOMS Call In BI-WEEKLY N N N
YORLA Fax In WEEKLY N N N
YORSE Fax In WEEKLY N N N
YORSS Fax In WEEKLY N N N
YRFSI Web Remote BI-WEEKLY Y N Y
ZANEC Fax In WEEKLY N Y N
ZIARN Fax In WEEKLY Y N N
ZINCC Web Remote WEEKLY N N N
EXCLUDED ASSETS SCHEDULE ss. 2.01
Operating Lease with I&G Garden State LLC for Office Space at 000 Xxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx.
IBM Server MT-M 8840 serial # KQGHX3N used for the Business and other Seller
operations unrelated to the Business.
The names "DSI Staff ConnXions Northeast, Inc." and "DSI Staff ConnXions
Southwest, Inc." as used in connection with Seller's existing operating
subsidiaries.
(2) Intel 510T switches used by TeamStaff, Inc. Finance Department (not a DSi
asset).
(16) NEC Dterm Series E phones used by TeamStaff, Inc. Finance Department (not a
DSi asset).
Neopost S170 fold stuff machine, serial #0024623.
IBM Thinkpad R32 serial #AKVC94Z
NEC monitor LCD1550V serial # 2X05889TA
NEC monitor LCD1550V serial # 2X05912TA,
Dell Optiplex GX260D serial # JMT7F21
All of the foregoing are currently under lease agreements and subject to liens
and have been replaced in the Included Assets schedule with substitutions.
IBM Thinkpad T42 serial # L3AGD79: Laptop used by Xxxxx Xxxxxx.
Kitchen furniture and appliances:
(2) Microwaves
Refrigerator
(3) 4' X 4' Square Tables
2' Microwave Table
(12) Chairs
All furniture in the Conference Rooms.
Equipment and Fixed Asset Schedule Sections 2.01, 4.10, 4.11, 4.12
----------------------------------------------------------------------------------------
LIST OF FURNITURE & NON-COMPUTER EQUIPMENT - INCLUDED:
----------------------------------------------------------------------------------------
ITEM QUANTITY LOCATION
----------------------------------------------------------------------------------------
6'X6' Cubicle 16
6'X8' Cubicle 20
8'X9' Cubicle 1
8'X10' Cubicle 5
8'X12' Cubicle 1
12'X12' Cubicle 1
12'X15' Cubicle 2
Chairs - various types 83
3' 3 drawer file cabinet 24
3.5' 3 drawer file cabinet 2
3' 2 drawer file cabinet 5
4' book shelf 2
30" Modular shelves 4
30" Round Table 4
36" Round Table 6
5'X2' Rectangle Table 3
2' Printer stand 1
3' Computer Desk 3
4' Computer Desk 1
5' Computer Desk 2
30"x60" Folding table 1
30"x45" Double shelf work table 1
33"x68" Double door storage table 1
Upholstered Xxxxxx Xxxx Chairs 4 Kathy's office
42" Xxxxxx Xxxx Round Table 1 Kathy's office
Xxxxxx Xxxx Credenza 1 Kathy's office
Xxxxxx Xxxx Armoire 1 Kathy's office
Xxxxxx Xxxx Desk 1 Kathy's office
38" Round Glass top table 1 reception
26" Round Glass top table 2 reception
34" Upholstered Club Chairs 2 reception
56" Upholstered Loveseat 1 reception
14.5"x103" Built in Credenza 1 reception
103" Curved W/ Glass shelf reception desk 1 reception
Xxxxxx Xxxxx 130 Shredder 1 computer room
Xxxxxx HM3500 Humidifier 1 computer room
3' Folding ladder 1 computer room
36" x 78" CD storage rack 1 computer room
14' x 78" Steel combination safe 1 computer room
6' Double door storage cabinets 3 computer room
29"x88" Closed Computer Rack 1 computer room
7' Open Relay Rack 1 computer room
4' 4 Tier Computer Desk 1 computer room
Power Shred 410 Shredder w/ tale & container 1 mailroom
38"x26" Mail bin 1 mailroom
38"x36" Mail bin 1 mailroom
NEC projector MT1000 1 serial # 0X0000000
Neopost SI78 fold stuff machine 1 serial # 986183 & 986955
Neopost ST78 fold stuff machine 1 serial # 00BM5264
Neopost SI70 fold stuff machine 1 serial # 506096
Canon L9000S fax machine 1 serial # UYG22062
Canon LC3170 fax machine 1 serial # UYP62336
Canon LC3170 fax machine 1 serial # UYP62337
Canon L8500 fax machine 1 serial # UFW07349
Canon L710 fax machine 1 serial # KAG01738
Canon L710 fax machine 1 serial # KAG01838
Canon IR 5000I w/ stap 1 FIN NRL085850
Internal software development - web entry 1 asset #504
Xerox docuprint hardware 1 asset #587
Xerox docuprint software configuration system 1 asset #588
Web entry capitalized software development 1 asset #597
Somerset phone system 1 asset #580-584,586
COMPONENTS OF THE 46 CUBICLES LISTED ABOVE:
2'X4' Panels 60
2.5'X4' Panels 8
3'X4'Panels 123
3.5'X4' Panes 8
4'X4' Panels 11
5'X4' Panels 7
2.5'x6.5' Panels 7
2'X3.5' Panels 8
3'x3.5' Panels 50
4'X3.5' Panels 4
3' Desktop 33
4' Desktop 22
5' Desktop 12
6' Desktop 38
3'X3' Corner Desktop 25
6' Desktop Curve 5
3 drawer file cabinet 50
2 drawer file cabinet 36
----------------------------------------------------------------------------------------
List of Fully Depreciated Assets - Included
LOCATION EMPLOYEE DEPARTMENT TYPE MAKE MODEL SERIAL# FIXED ASSET #
----------------------------------------------------------------------------------------------------------------------------------
Somerset Xxxx, Xxxx DSI Computer Dell Inspiron 2500 Inspiron 2500 1NHHS01 50217
Somerset Xxxxxxx, Xxxxx DSI Computer Dell Optiplex GX150 GX150 2DFMF11 00000
Xxxxxxxx Xxxx, Xxxxxx DSI Computer Dell Dimension XPS Dell XPS Pro 200 99NSX 50109
Somerset Conf Room DSI Computer IBM ThinkPad 600E 78-FFGM7 20194
Somerset Xxxxxx, Xxxx DSI Computer Dell Optiplex GX400 GX400 GTHX411 20482
Somerset DOS Dialin DSI Computer Dell Optiplex Gs GS BK2JH 50122
Somerset DSI Line print server DSI Computer MAXIMUM DX4133 R2061193009 50201
Somerset Xxxxxxx, Xxxx DSI Computer IBM ThinkPad R51E
Somerset Xxxxxxx, Xxxxxxx DSI Computer Dell Optiplex GX400 GX400 H2XH511 00000
Xxxxxxxx Xxxxx, Xxxxx DSI Computer Dell Optiplex Gs GS 8K2J0 50112
Somerset Xxxx, Xxx DSI Computer Dell Optiplex GX260 GX260 448BB21 50001
Somerset Keypunch #1 D41 DSI Computer CLONE CLONE N/A 50076
Somerset Keypunch #2 D44 DSI Computer Compaq Deskpro DESKPRO 5728HVU59A776 50094
Somerset Keypunch #3 D44 DSI Computer CLONE P-233 N/A 50096
Somerset Keypunch #4 D81 DSI Computer Dell Optiplex GM5133 GM5133 659Y1 50087
Somerset Keypunch #6 D80 DSI Computer Dell Optiplex Gs GS 8K2J6 50079
Somerset Xxxxxxx, Xxxxx DSI Computer Dell Optiplex Gs GS 8K2J9 50117
Somerset XxXxxxxx, Xxxxx DSI Computer Dell Optiplex Gs GS 8K1AQ 50105
Somerset XxXxxxxx, Xxxxxx DSI Computer Dell Optiplex Gs GS 8X1RW 50092
Somerset XxXxxxxx, Xxxxxx DSI Computer CLONE CLONE N/A 50097
Somerset Xxxxxxx, Xxxxx DSI Computer Dell Inspiron 2500 Inspiron 2500 HP29Y01 50166
Somerset Xxxx, Xxxxx DSI Computer Dell Optiplex Gs GS 8K1P8 50101
Somerset Xxxxx, Xxxxx DSI Computer Dell Optiplex GX400 GX400 H3CZ011 20479
Somerset Xxxxxxx, Xxxxxxx DSI Computer CLONE CLONE N/A 50075
Somerset PAYJSRVR DSI Computer CLONE CLONE N/A 50203
Somerset Processor A DSI Computer CLONE CLONE N/A 50118
Somerset Processor B DSI Computer CLONE CLONE N/A 50119
Somerset Processor C DSI Computer CLONE CLONE N/A 50120
Somerset Production Room #1 DSI Computer Dell Optiplex GX400 GX400 9K76Y01 20477
Somerset Production Room #2 DSI Computer Dell Optiplex GX400 GX400 FCRXX01 20476
Somerset Production Room #3 (LV) DSI Computer Dell Optiplex GX400 GX400 2J76Y01 20475
Somerset Production Xxxx #0 XXX Xxxxxxxx Xxxx Xxxxxxxx XX000 GX150 B866C11 00000
Xxxxxxxx Xxxxxx DSI Computer Dell Optiplex GX1 G1 400MTBR+ UKRCI 20497
Somerset Xxxxxx, Xxxxxx DSI Computer Dell Optiplex Gs GS 8BQW4 50083
Somerset Xxxx, Xxxxxxxx DSI Computer Dell Optiplex GX400 GX400 15CZ011 20465
Somerset Xxxx, Xxxxx DSI Computer Dell Optiplex GX150 GX150 FPVTG11 20459
Somerset Xxxxxx, Xxxxx DSI Computer CLONE CLONE N/A 50011
Somerset Xxxxxx Xxxxxxx DSI Computer IBM ThinkPad 600E 78-FFGL7 20196
Somerset Solimar DSI Computer Dell Optiplex GX400 GX400 3K76Y01 20474
Somerset SOMSOLIMAR DSI Computer Dell Optiplex GX400 GX400 4ZKZS11 00000
Xxxxxxxx Xxxxxx, Xxxxxxxx DSI Computer Dell Optiplex Gs GS 8K154 50080
Somerset Xxxxxxxx, Xxxxxx DSI Computer Dell Optiplex Gs GS 9F0X7 50103
Somerset Xxxxx, Xxxxxx DSI Computer Compaq Deskpro DESKPRO 6026DWJ6A595 50056
Somerset Xxxxxxx, Xxxx DSI Computer Dell Optiplex GX400 GX400 D3CZ011 20484
Somerset Xxxxxx, Xxxxx DSI Computer Dell Optiplex GX400 GX400 C61ST01 20463
Somerset WEB TEST DSI Computer Dell Optiplex GX110 GX110 4FF6J01 20486
Somerset Xxxxx, Xxxxxxx DSI Computer Dell Optiplex GX400 GX400 JJ76Y01 20473
Somerset Xxxxx, Xxxxxxx DSI Computer Dell Optiplex GM5133 GM5133 70X33 50084
Somerset Xxxxxxxx, Xxxxx DSI Computer Dell Optiplex GX150 GX260D 2WQHC11 20455
Somerset Windows Dialin DSI Computer Dell Optiplex Gs GS BY2JC 50123
Somerset DOCUPRINT100MX DSI Printer
Somerset HP1700 DSI Printer
Somerset HP4SI-4 DSI Printer
Somerset HP5SI-1 DSI Printer
Somerset HP5SI-2 DSI Printer
Somerset HP5SI-3 DSI Printer
Somerset HP5SI-5 DSI Printer
Somerset HP8150 DSI Printer
Somerset HP890 DSI Printer
Somerset Line Printer DSI Printer
Somerset N40 DSI Printer
Somerset NAB-2 DSI Printer
Somerset DSISP03 DSI Server IBM Netfinity 5000 8659-31Y 23L3931 50132
Somerset DSISP04 DSI Server CLONE CLONE N/A 50134
Somerset SOMSYNC DSI Server Dell PowerEdge 51002
Somerset Xerox/Sun DSI Server Sun DocuSP XX0000000 50272
Somerset APC1 DSI UPS
Somerset APC2 DSI UPS
Somerset APC3 DSI UPS
Somerset APC4 DSI UPS
Somerset APC5 DSI UPS
Somerset APC6 DSI UPS
Somerset APC7 DSI UPS
Somerset APC8 DSI UPS
LOCATION EMPLOYEE DEPARTMENT MONITOR MAKE MONITOR MODEL MONITOR S/N MONITOR F/A # PRINTER MAKE
-----------------------------------------------------------------------------------------------------------------------------------
Somerset Xxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxx DSI Dell E771B MX0419TG47801244C1DQ 50191
Somerset Xxxx, Xxxxxx DSI Dell E771P MX0419TG47801241H2EK 50265
Somerset Conf Room DSI
Somerset Xxxxxx, Xxxx DSI Viewsonic E70FB 24C023251315 50067
Somerset DOS Dialin DSI
Somerset DSI Line print server DSI CTX 145IES K904410034 50202
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI Viewsonic E90FB 333030850463 00000
Xxxxxxxx Xxxxx, Xxxxx DSI 50245
Somerset Xxxx, Xxx DSI Viewsonic E70FB 50058
Somerset Keypunch #1 D41 DSI CTX 1451C 28055110463 50210
Somerset Keypunch #2 D44 DSI DTK CDD1401 A013862 50093
Somerset Keypunch #3 D44 DSI Dell D1526TXHS 8073350 50095
Somerset Keypunch #4 D81 DSI XXX XX0000X KOKU3601026 50090
Somerset Keypunch #0 X00 XXX
Xxxxxxxx Xxxxxxx, Xxxxx DSI VIEWSONIC TS22355-GM 70A014300671 50051
Somerset XxXxxxxx, Xxxxx DSI Goldstar 1465 MC40501103 50104
Somerset XxXxxxxx, Xxxxxx DSI Dell D1526TXHS 820X4290 50091
Somerset XxXxxxxx, Xxxxxx DSI ProView PS707A FSOU13021982U 50157
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxx DSI KFC CK1428A KOCK43161320 50100
Somerset Xxxxx, Xxxxx DSI Dell E771B MX0419TG478012BFBOW6 50110
Somerset Xxxxxxx, Xxxxxxx DSI Dell D1728DLS 04036A90UC37 50170
Somerset PAYJSRVR DSI DTK DCM1428 1.25438E+11 50204
Somerset Processor A DSI
Somerset Processor B DSI
Somerset Processor C DSI
Somerset Production Room #1 DSI CTX 1451C 28055110463 50210
Somerset Production Room #2 DSI Compaq 462 602AA11AA232 50261
Somerset Production Room #3 (LV) DSI Dell D1526TXHS 8204289 50213
Somerset Production Room #4 DSI DELL E771P MX0419TG4780128FB0W9 50054
Somerset Xxxxxx DSI Xxxx X0000XXXX 8204284 50200
Somerset Xxxxxx, Xxxxxx DSI TTX 1787 M104300203 50224
Xxxxxxxx Xxxx, Xxxxxxxx XXX XXXXXXXXX X00XX 333030850467 50214
Somerset Xxxx, Xxxxx DSI Hitachi V798 X0X000000 50212
Somerset Xxxxxx, Xxxxx DSI Dell E771P EN0819ET4780412GBOCL 50106
Somerset Xxxxxx Xxxxxxx DSI
Somerset Solimar DSI ViewSonic EA771B DB90446501 20031
Somerset SOMSOLIMAR DSI Optiquest VCDTS21 8G90400427 00000
Xxxxxxxx Xxxxxx, Xxxxxxxx DSI CTX CVG5432 CE0154526 50081
Somerset Xxxxxxxx, Xxxxxx DSI Viewsonic E70FB 24C024854982 50198
Somerset Xxxxx, Xxxxxx DSI HP HP71 MY02473005 50030
Somerset Xxxxxxx, Xxxx DSI Viewsonic E70FB 2YC024854984 50041
Somerset Xxxxxx, Xxxxx DSI DELL E771 MX0419TG47801B21Z 50050
Somerset WEB TEST DSI Samsung 750S 3882A431 50223
Somerset Xxxxx, Xxxxxxx DSI TTX TTX1787 M104300236 50044
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxxxxx, Xxxxx DSI Dell E771MM 05E53247803311C1H6 50061
Somerset Windows Dialin DSI
Somerset DOCUPRINT100MX DSI XEROX
Somerset HP1700 DSI HP
Somerset HP4SI-4 DSI HP
Somerset HP5SI-1 DSI HP
Somerset HP5SI-2 DSI HP
Somerset HP5SI-3 DSI HP
Somerset HP5SI-5 DSI HP
Somerset HP8150 DSI HP
Somerset HP890 DSI HP
Somerset Line Printer DSI UNISYS
Somerset N40 DSI XEROX
Somerset NAB-2 DSI XEROX
Somerset DSISP03 DSI IBM 6627-4AN 55-CFZ02 50597
Somerset DSISP04 DSI
Somerset SOMSYNC DSI Viewsonic VE150MB 90K022401931 50184
Somerset Xerox/Sun DSI XEROX XL765 F2Q243344094 50263
Somerset APC1 DSI
Somerset APC2 DSI
Somerset APC3 DSI
Somerset APC4 DSI
Somerset APC5 DSI
Somerset APC6 DSI
Somerset APC7 DSI
Somerset APC8 DSI
LOCATION EMPLOYEE DEPARTMENT PRINTER MODEL PRINTER S/N PRINTER F/A# UPS MAKE UPS MODEL UPS S/N
---------------------------------------------------------------------------------------------------------------------------------
Somerset Xxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxxx DSI
Somerset Conf Room DSI
Somerset Xxxxxx, Xxxx DSI
Somerset DOS Dialin DSI
Somerset DSI Line print server DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxx, Xxx DSI
Somerset Keypunch #1 D41 DSI
Somerset Keypunch #2 D44 DSI
Somerset Keypunch #3 D44 DSI
Somerset Keypunch #4 D81 DSI
Somerset Keypunch #6 D80 DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset PAYJSRVR DSI
Somerset Processor A DSI
Somerset Processor B DSI
Somerset Processor C DSI
Somerset Production Room #1 DSI
Somerset Production Room #2 DSI
Somerset Production Room #3 (LV) DSI
Somerset Production Room #4 DSI
Somerset Xxxxxx DSI
Somerset Xxxxxx, Xxxxxx DSI
Somerset Xxxx, Xxxxxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset Xxxxxx Xxxxxxx DSI
Somerset Solimar DSI
Somerset SOMSOLIMAR DSI
Somerset Xxxxxx, Virginia DSI
Somerset Xxxxxxxx, Xxxxxx DSI
Somerset Xxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset WEB TEST DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxxxxx, Xxxxx DSI
Somerset Windows Dialin DSI
Somerset DOCUPRINT100MX DSI 100MX 20494
Xxxxxxxx XX0000 DSI 1700 SG2B85113P 00000
Xxxxxxxx XX0XX-0 XXX 0XX XXXX000000 00000
Xxxxxxxx XX0XX-0 XXX 0XX XXXX000000 00000
Xxxxxxxx XX0XX-0 XXX 0XX XXXX000000 00000
Xxxxxxxx XX0XX-0 XXX 0XX XXXX000000 00000
Xxxxxxxx XX0XX-0 XXX 0XX XXXX000000 50055
Xxxxxxxx XX0000 DSI 8150N USBD017453 20498
Xxxxxxxx XX000 DSI 890C 3G7BC1J12S 50190
Somerset Line Printer DSI B600 86095226 20496
Xxxxxxxx X00 DSI N40 W8F020823 20495
Somerset NAB-2 DSI N40 W8F020170 50209
Somerset DSISP03 DSI
Somerset DSISP04 DSI
Somerset SOMSYNC DSI
Somerset Xerox/Sun DSI
Somerset APC1 DSI APC 3000
Somerset APC2 DSI APC 1400 Q80029320636
Somerset APC3 DSI APC 1400
Somerset APC4 DSI APC 2200 QSO150111793
Somerset APC5 DSI APC 2200 QSO146111536
Somerset APC6 DSI APC 1400
Somerset APC7 DSI APC 650
Somerset APC8 DSI APC 650
LOCATION EMPLOYEE DEPARTMENT UPS F/A# KVM SWITCH KVM S/N KVM F/A# TAPE DRV MAKE TAPE DRV MODEL
----------------------------------------------------------------------------------------------------------------------------
Somerset Xxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxxx DSI
Somerset Conf Room DSI
Somerset Xxxxxx, Xxxx DSI
Somerset DOS Dialin DSI
Somerset DSI Line print server DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxx, Xxx DSI
Somerset Keypunch #1 D41 DSI
Somerset Keypunch #2 D44 DSI
Somerset Keypunch #3 D44 DSI
Somerset Keypunch #4 D81 DSI
Somerset Keypunch #6 D80 DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset PAYJSRVR DSI
Somerset Processor A DSI
Somerset Processor B DSI
Somerset Processor C DSI
Somerset Production Room #1 DSI
Somerset Production Room #2 DSI
Somerset Production Room #3 (LV) DSI
Somerset Production Room #4 DSI
Somerset Xxxxxx DSI
Somerset Xxxxxx, Xxxxxx DSI
Somerset Xxxx, Xxxxxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset Xxxxxx Xxxxxxx DSI
Somerset Solimar DSI
Somerset SOMSOLIMAR DSI
Somerset Xxxxxx, Virginia DSI
Somerset Xxxxxxxx, Xxxxxx DSI
Somerset Xxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset WEB TEST DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxxxxx, Xxxxx DSI
Somerset Windows Dialin DSI
Somerset DOCUPRINT100MX DSI
Somerset HP1700 DSI
Somerset HP4SI-4 DSI
Somerset HP5SI-1 DSI
Somerset HP5SI-2 DSI
Somerset HP5SI-3 DSI
Somerset HP5SI-5 DSI
Somerset HP8150 DSI
Somerset HP890 DSI
Somerset Line Printer DSI
Somerset N40 DSI
Somerset NAB-2 DSI
Somerset DSISP03 DSI
Somerset DSISP04 DSI
Somerset SOMSYNC DSI
Somerset Xerox/Sun DSI
Somerset APC1 DSI 50188
Somerset APC2 DSI 50146
Somerset APC3 DSI 50257
Somerset APC4 DSI 50255
Somerset APC5 DSI 50256
Somerset APC6 DSI 50254
Somerset APC7 DSI 50258
Somerset APC8 DSI 50259
LOCATION EMPLOYEE DEPARTMENT TAPE DRV S/N TAPE DRV F/A#
-----------------------------------------------------------------------------
Somerset Xxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxxx DSI
Somerset Conf Room DSI
Somerset Xxxxxx, Xxxx DSI
Somerset DOS Dialin DSI
Somerset DSI Line print server DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxx, Xxx DSI
Somerset Keypunch #1 D41 DSI
Somerset Keypunch #2 D44 DSI
Somerset Keypunch #3 D44 DSI
Somerset Keypunch #4 D81 DSI
Somerset Keypunch #6 D80 DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset XxXxxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxx, Xxxxx DSI
Somerset Xxxxxxx, Xxxxxxx DSI
Somerset PAYJSRVR DSI
Somerset Processor A DSI
Somerset Processor B DSI
Somerset Processor C DSI
Somerset Production Room #1 DSI
Somerset Production Room #2 DSI
Somerset Production Room #3 (LV) DSI
Somerset Production Room #4 DSI
Somerset Xxxxxx DSI
Somerset Xxxxxx, Xxxxxx DSI
Somerset Xxxx, Xxxxxxxx DSI
Somerset Xxxx, Xxxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset Xxxxxx Xxxxxxx DSI
Somerset Solimar DSI
Somerset SOMSOLIMAR DSI
Somerset Xxxxxx, Virginia DSI
Somerset Xxxxxxxx, Xxxxxx DSI
Somerset Xxxxx, Xxxxxx DSI
Somerset Xxxxxxx, Xxxx DSI
Somerset Xxxxxx, Xxxxx DSI
Somerset WEB TEST DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxx, Xxxxxxx DSI
Somerset Xxxxxxxx, Xxxxx DSI
Somerset Windows Dialin DSI
Somerset DOCUPRINT100MX DSI
Somerset HP1700 DSI
Somerset HP4SI-4 DSI
Somerset HP5SI-1 DSI
Somerset HP5SI-2 DSI
Somerset HP5SI-3 DSI
Somerset HP5SI-5 DSI
Somerset HP8150 DSI
Somerset HP890 DSI
Somerset Line Printer DSI
Somerset N40 DSI
Somerset NAB-2 DSI
Somerset DSISP03 DSI
Somerset DSISP04 DSI
Somerset SOMSYNC DSI
Somerset Xerox/Sun DSI
Somerset APC1 DSI
Somerset APC2 DSI
Somerset APC3 DSI
Somerset APC4 DSI
Somerset APC5 DSI
Somerset APC6 DSI
Somerset APC7 DSI
Somerset APC8 DSI
LOCATION EMPLOYEE DEPARTMENT TYPE MAKE MODEL SERIAL# FIXED ASSET # MONITOR MAKE
-------------------------------------------------------------------------------------------------------------------------------
Somerset Hot Spare SRVR RM 1 IT Computer Clone
Somerset Xxxxx, Xxxxxxx IT Computer Dell Optiplex GX400 GX400 BZMZP01 20500 ViewSonic
Somerset Xxxxxx, Xxxxxx IT Computer CLONE CLONE N/A 50015 ADI ProVista
Somerset Xxxxxx, Xxxxxx IT Computer Dell Optiplex GX400 GX400 9125Y01 00000 Xxxx
Xxxxxxxx Xxxxxx, Xxxxxx XX Computer NORTHGATE PCSP40 NORTHGATE N/A 50014 WYSE
Somerset Security IT Computer Dell Optiplex Gs P-120 88QSZ 20499 DTK
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 1 IT switch
Somerset SRVR RM 2 IT switch
Somerset KVM1 IT KVM
Somerset KVM2 IT KVM
Somerset TSMAIL07 IT Server IBM Netfinity 5000 8659-41Y 23W7633 50174
Somerset TSPROXY08 IT Server Dell GX150 GX150 C9C1F11 20456
Somerset TSSOM02 IT Server IBM Netfinity 5000 8659-51Y 23TM128 50177
Somerset TSSOM05 IT Server IBM Netfinity 5000 8659-71Y 23LP641 50130
LOCATION EMPLOYEE DEPARTMENT MONITOR MODEL MONITOR S/N MONITOR F/A #
------------------------------------------------------------------------------------------------
Somerset Hot Spare XXXX XX 0 XX
Xxxxxxxx Xxxxx, Xxxxxxx XX E771 DH91708490 00000
Xxxxxxxx Xxxxxx, Xxxxxx IT CM700 94204FL20312133 00000
Xxxxxxxx Xxxxxx, Xxxxxx IT E771P MX0419TG4780124GBI3G 00000
Xxxxxxxx Xxxxxx, Xxxxxx IT WY790N 24K11900061 50047
Somerset Security IT CDD1401 C023652 50114
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 2 IT
Somerset KVM1 IT
Somerset KVM2 IT
Somerset TSMAIL07 IT
Somerset TSPROXY08 IT
Somerset TSSOM02 IT
Somerset TSSOM05 IT
LOCATION EMPLOYEE DEPARTMENT SWITCH MAKE SWITCH MODEL SWITCH S/N SWITCH F/A# PRINTER MAKE
------------------------------------------------------------------------------------------------------------------------------------
Somerset Hot Spare SRVR RM 1 IT Intel ES550T 50188
Somerset Xxxxx, Xxxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Security IT
Somerset SRVR RM 1 IT Intel 510T SFSW8410141 50138
Somerset SRVR RM 1 IT Intel 510T Z00592247 50139
Somerset SRVR RM 1 IT Intel 510T SFSW9144205 50140
Somerset SRVR RM 1 IT Dell Power Connect 5012 B22HSN 50141
Somerset SRVR RM 1 IT CISCO 2600 JAB044981KN 50142
Somerset SRVR RM 1 IT Intel 510T SFSW9144310 50143
Somerset SRVR RM 1 IT Intel 510T BASW1124223 50144
Somerset SRVR RM 1 IT Intel 510T SFSW9481198 50145
Somerset SRVR RM 2 IT Dell Power Connect 5012 Q22HS11 50186
Somerset KVM1 IT keyboard/mouse switches -
finance uses 3 of 8 ports,
DSI uses 5 of 8
Somerset KVM2 IT keyboard/mouse switches - DSI
uses 8 of 8
Somerset TSMAIL07 IT
Somerset TSPROXY08 IT hosts anti-virus
Somerset TSSOM02 IT file print server
Somerset TSSOM05 IT call tracking / invoices
LOCATION EMPLOYEE DEPARTMENT PRINTER MODEL PRINTER S/N PRINTER F/A# UPS MAKE UPS MODEL UPS S/N UPS F/A#
---------------------------------------------------------------------------------------------------------------------------------
Somerset Hot Spare SRVR RM 1 IT
Somerset Xxxxx, Xxxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Security IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 2 IT
Somerset KVM1 IT
Somerset KVM2 IT
Somerset TSMAIL07 IT
Somerset TSPROXY08 IT
Somerset TSSOM02 IT
Somerset TSSOM05 IT
LOCATION EMPLOYEE DEPARTMENT KVM SWITCH KVM S/N KVM F/A# TAPE DRV MAKE TAPE DRV MODEL
-------------------------------------------------------------------------------------------------------------------------
Somerset Hot Spare SRVR RM 1 IT
Somerset Xxxxx, Xxxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Security IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 2 IT
Somerset KVM1 IT Belkin Omniview Pro
Somerset KVM2 IT Belkin Omniview Pro 3023641884 50185
Somerset TSMAIL07 IT
Somerset TSPROXY08 IT
Somerset TSSOM02 IT
Somerset TSSOM05 IT
LOCATION EMPLOYEE DEPARTMENT TAPE DRV S/N TAPE DRV F/A#
-------------------------------------------------------------------------
Somerset Hot Spare SRVR RM 1 IT
Somerset Xxxxx, Xxxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Xxxxxx, Xxxxxx IT
Somerset Security IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 1 IT
Somerset SRVR RM 2 IT
Somerset KVM1 IT
Somerset KVM2 IT
Somerset TSMAIL07 IT
Somerset TSPROXY08 IT
Somerset TSSOM02 IT
Somerset TSSOM05 IT
Financial Information Schedule Section 4.07
FISCAL YEAR 2002 Q1 Q2 Q3 Q4
OCT - DEC JAN - MAR APR - JUNE JULY - SEPT
2001 2002 2002 2002 FY 2002
----------------------------------------------------------------
REVENUE
REVENUE - PAYROLL PROCESSING 996,465 877,731 939,857 943,539 3,757,592
REVENUE - QTRLY/ANNUAL SVCS 75,302 5,307 32,918 40,176 153,703
REVENUE - W-2 PREPARATION 195,000 (3,658) 0 275 191,617
REVENUE - PROGRAMMING CHARGES (1,814) 0 0 0 (1,814)
REVENUE - CUSTOMIZED REPORTS 2,376 1,527 2,109 3,028 9,040
REVENUE - COMMISSIONS 0 0 62,700 19,969 82,669
REVENUE - VOUCHER OPERATIONS 153,342 164,739 158,397 164,073 640,551
REVENUE - INTERCO CHECK FEES 1,297 1,024 1,113 1,073 4,507
REVENUE - OTHER MISC CHARGES 24,386 47,132 20,196 24,102 115,816
0 0 0 0 0
TOTAL REVENUE 1,446,354 1,093,802 1,217,290 1,196,235 4,953,681
COST OF SALES
COS - GROSS WAGES 246,456 220,184 257,669 243,055 967,364
COS - PAYROLL TAXES 22,877 22,842 24,641 21,445 91,805
COS - WORKERS COMP 6,915 4,982 3,151 1,346 16,394
COS - DELIVERY SERVICES 79,734 92,017 88,798 176,368 436,917
COS - BENEFITS EXPENSE 12,244 15,340 21,028 18,239 66,851
COS - BILLABLE EXPENSES 9,319 725 3,014 668 13,726
COS - XEROX LASER USAGE 8,145 11,825 1,316 10,781 32,067
COS - XEROX LASER MAINT 13,908 14,305 13,908 13,908 56,029
COS - LASER PAPER 9,633 9,124 8,407 8,496 35,660
COS - OTHER FORMS/SUPPLIES 23,054 23,639 16,614 28,886 92,193
COS - PROF LIAB INSURANCE 4,902 4,902 6,054 5,004 20,862
TOTAL COST OF SALES 437,187 419,885 444,600 528,196 1,829,868
TOTAL GROSS PROFIT 1,009,167 673,917 772,690 668,039 3,123,813
GROSS PROFIT % 69.8% 61.6% 63.5% 55.8% 63.1%
EMPLOYEE COSTS
EMPLOYEE WAGES 88,601 83,258 96,484 88,565 356,908
EMPLOYEE PAYROLL TAXES 5,750 8,707 8,014 7,027 29,498
EMPLOYEE BENEFIT EXPENSES 702 3,701 5,376 5,327 15,106
EMPLOYEE BONUS/INCENTIVES 20,754 17,474 22,042 8,571 68,841
EMPLOYEE W/C EXPENSE 2,337 1,197 309 66 3,909
EMPLOYEE AUTO ALLOWANCE 1,453 1,245 1,453 1,745 5,896
EMPLOYEE TEMP PERSONNEL 0 1,429 540 431 2,400
EMPLOYEE RECRUITING FEES 0 0 2,548 1,941 4,489
EMPLOYEE CONT EDUCATION EXP 1,966 0 0 329 2,295
TOTAL EMPLOYEE COSTS 121,563 117,011 136,766 114,002 489,342
OCCUPANCY COST
BUILDING RENT EXPENSE 42,902 41,920 42,246 43,383 170,451
BUILDING REPAIRS & MAINT 489 652 1,112 163 2,416
TOTAL OCCUPANCY COST 43,391 42,572 43,358 43,546 172,867
GENERAL & ADMIN
COLLECTION AGENCY FEES 0 0 0 708 708
TAX SERVICE FEES (7,548) (17,600) 25,148 0 0
DUES & SUBSCRIPTIONS 177 377 (519) 1,050 1,085
CHARITABLE CONTRIBUTIONS 200 250 0 0 450
SEMINARS & TRAINING EXPENSE 1,000 0 0 0 1,000
SPECIAL EMPLOYEE EVENTS 280 85 0 733 1,098
TRAVEL EXPENSES 498 513 711 919 2,641
MEALS EXPENSE 0 65 1,226 90 1,381
HOTEL EXPENSE 492 0 138 479 1,109
AUTO MILEAGE EXPENSE 781 624 1,014 1,375 3,794
AUTO RENTAL EXPENSE 191 0 0 383 574
PARKING EXPENSE 20 125 55 300 500
PAYROLL SERVICES 0 4,231 0 0 4,231
CHECK PROCESSING EXPENSE 0 0 24 26 50
SOFTWARE EXPENSE 8,301 2,297 12,657 10,054 33,309
COMPUTER SUPPLIES EXPENSE 0 0 371 528 899
NETWORK CHARGES 1,992 1,285 679 1,422 5,378
COPIER MAINTENANCE EXPENSE 73 0 290 0 363
OFFICE SUPPLIES EXPENSE 5,763 13,949 5,778 9,467 34,957
OFFICE EQUIPMENT LEASES 3,036 2,440 2,496 3,114 11,086
OFFICE EQUIP MAINTENANCE 1,640 1,752 1,995 2,146 7,533
POSTAGE EXPENSE 15,004 18,237 16,667 (49,574) 334
DELIVERY EXPENSE 359 1,323 1,133 274 3,089
OVERNIGHT EXPENSE 48 114 18 86 266
TELEPHONE EXPENSE 11,737 8,073 11,242 10,234 41,286
BANK FEES 0 0 465 30 495
LATE CHARGES 0 0 25 (25) 0
BAD DEBT EXPENSE 9,000 9,000 (52,425) (3,146) (37,571)
MISC. G & A EXPENSES 2,782 1,951 203 809 5,745
TOTAL GENERAL & ADMIN 55,826 49,091 29,391 (8,518) 125,790
NEW BUSINESS EXP
SALES EMPLOYEE WAGES 22,184 20,042 23,655 25,953 91,834
SALES PAYROLL TAXES 1,850 5,839 4,323 2,322 14,334
SALES BENEFIT INSURANCE 255 255 (50) 1,089 1,549
SALES COMMISSIONS 30,668 31,865 27,157 26,946 116,636
SALES WORKERS COMP EXPENSE 1,204 1,201 734 433 3,572
SALES AUTO ALLOWANCES 4,130 3,294 4,259 3,775 15,458
ADVERTISING EXPENSE 1,006 839 3,301 5,503 10,649
DUES AND SUBSCRIPTIONS 1,120 840 653 373 2,986
OUTSIDE TELEMARKETING EXP 0 0 236 0 236
TRADE SHOW EXPENSE 0 400 0 1,397 1,797
TRAVEL EXPENSE 178 0 0 29 207
ENTERTAINMENT EXPENSE 30 0 21 0 51
MEALS-REGULAR 0 0 20 62 82
PARKING EXPENSE 213 61 513 51 838
OFFICE SUPPLIES & STATIONARY 0 0 142 66 208
OFFICE EQUIPT MAINTENANCE 0 0 40 0 40
POSTAGE EXPENSE 149 24 110 201 484
DELIVERY EXPENSE 8 0 50 207 265
OVERNIGHT EXPENSE 249 179 390 194 1,012
TELEPHONE EXPENSE 963 558 1,000 000 0,646
CELL PHONE/PAGER EXPENSE 195 64 264 180 703
RAM ALLOCATION 0 0 0 0 0
TOTAL NEW BUSINESS EXP 64,402 65,461 67,194 69,530 266,587
TOTAL S G & A 285,182 274,135 276,709 218,560 1,054,586
DEPR & AMORT EXP 0 0 0 0 0
DEPREC EXP - FURNITURE & EQUIP 906 906 906 941 3,659
DEPREC EXP - TELEPHONE EQUIP 333 333 333 946 1,945
DEPREC EXP - COMPUTER EQUIP 261 261 261 697 1,480
DEPREC EXP - 3RD PTY SOFTWARE 1,590 1,590 1,590 330 5,100
0 0 0 0 0
TOTAL DEPR & AMORT 3,090 3,090 3,090 2,914 12,184
TOTAL INC FROM OPS 720,895 396,692 492,891 446,565 2,057,043
FISCAL YEAR 2003 Q1 Q2 Q3 Q4
OCT - DEC JAN - MAR APR - JUNE JULY - SEPT
2002 2003 2003 2003 FY 2003
----------------------------------------------------------------
REVENUE
REVENUE - PAYROLL PROCESSING 973,056 849,412 938,859 967,131 3,728,458
REVENUE - QTRLY/ANNUAL SVCS 60,925 26,748 31,905 40,114 159,692
REVENUE - W-2 PREPARATION 190,000 21,144 0 0 211,144
REVENUE - CUSTOMIZED REPORTS (478) 478 0 0 0
REVENUE - COMMISSIONS 16,158 13,999 32,550 16,455 79,162
REVENUE - VOUCHER OPERATIONS 162,358 181,409 56,006 0 399,773
REVENUE - INTERCO CHECK FEES 1,099 0 1,338 397 2,834
REVENUE - OTHER MISC CHARGES 20,355 41,849 27,267 18,308 107,779
TOTAL REVENUE 1,423,473 1,135,039 1,087,925 1,042,405 4,688,842
COST OF SALES
COS - GROSS WAGES 236,334 224,843 209,716 223,959 894,852
COS - PAYROLL TAXES 21,983 22,748 19,024 18,426 82,181
COS - WORKERS COMP 1,339 651 654 501 3,145
COS - DELIVERY SERVICES 116,731 100,548 84,643 89,262 391,184
COS - BENEFITS EXPENSE 19,447 18,523 20,037 15,988 73,995
COS - BILLABLE EXPENSES 3,051 17,866 1,121 738 22,776
COS - XEROX LASER USAGE 7,918 8,304 4,914 7,526 28,662
COS - XEROX LASER MAINT 13,908 14,856 13,911 13,908 56,583
COS - LASER PAPER 7,434 9,100 6,372 10,069 32,975
COS - OTHER FORMS/SUPPLIES 35,133 29,958 20,964 20,809 106,864
COS - PROF LIAB INSURANCE 5,004 5,004 2,218 0 12,226
COS - OTHER MISC EXPENSE 0 0 130 307 437
TOTAL COST OF SALES 468,282 452,401 383,704 401,493 1,705,880
TOTAL GROSS PROFIT 955,191 682,638 704,221 640,912 2,982,962
GROSS PROFIT % 67.1% 60.1% 64.7% 61.5% 63.6%
EMPLOYEE COSTS
EMPLOYEE WAGES 129,879 141,809 128,226 85,663 485,577
EMPLOYEE PAYROLL TAXES 11,380 13,282 10,733 7,740 43,135
EMPLOYEE BENEFIT EXPENSES 11,845 12,156 (10,625) 1,503 14,879
EMPLOYEE BONUS/INCENTIVES 23,462 16,443 16,927 14,314 71,146
EMPLOYEE W/C EXPENSE 130 447 403 416 1,396
EMPLOYEE AUTO ALLOWANCE 1,803 1,131 1,283 831 5,048
EMPLOYEE RECRUITING FEES 396 1,558 0 833 2,787
EMPLOYEE CONT EDUCATION EXP 0 0 0 1,049 1,049
EMPLOYEE FORGIVENESS OF DEBT 0 0 20,520 4,860 25,380
TOTAL EMPLOYEE COSTS 178,895 186,826 167,467 117,209 650,397
OCCUPANCY COST
BUILDING RENT EXPENSE 42,753 44,120 42,753 45,333 174,959
UTILITIES EXPENSE 0 4,800 3,375 3,000 11,175
BUILDING REPAIRS & MAINT 479 122 586 553 1,740
TOTAL OCCUPANCY COST 43,232 49,042 46,714 48,886 187,874
GENERAL & ADMIN
COLLECTION AGENCY FEES 0 0 0 1,432 1,432
DUES & SUBSCRIPTIONS 0 1,530 164 249 1,943
SEMINARS & TRAINING EXPENSE 0 0 0 334 334
SPECIAL EMPLOYEE EVENTS 662 648 429 1,052 2,791
TRAVEL EXPENSES 108 1,193 1,385 25 2,711
ENTERTAINMENT EXPENSE 0 62 26 0 88
MEALS EXPENSE 93 260 28 258 639
HOTEL EXPENSE 0 325 198 55 578
AUTO MILEAGE EXPENSE 729 773 647 422 2,571
AUTO RENTAL EXPENSE 0 115 0 0 115
PARKING EXPENSE 0 169 0 219 388
CHECK PROCESSING EXPENSE 29 0 12 0 41
SOFTWARE EXPENSE 19,902 9,436 20,246 16,749 66,333
HARDWARE EXPENSE 1,147 1,283 0 0 2,430
COMPUTER SUPPLIES EXPENSE 0 779 0 0 779
NETWORK CHARGES 2,130 2,517 2,043 2,139 8,829
COPIER MAINTENANCE EXPENSE 146 73 146 73 438
OFFICE SUPPLIES EXPENSE 3,729 4,411 545 190 8,875
OFFICE EQUIPMENT LEASES 1,317 1,983 1,785 3,878 8,963
OFFICE EQUIP MAINTENANCE 5,586 5,284 510 1,179 12,559
POSTAGE EXPENSE 1,000 1,333 667 0 3,000
DELIVERY EXPENSE 273 238 113 0 624
OVERNIGHT EXPENSE 9 000 00 000 1,179
TELEPHONE EXPENSE 10,300 10,191 9,835 8,697 39,023
BANK FEES 0 0 102 0 102
LATE CHARGES 0 30 0 0 30
BAD DEBT EXPENSE 25,012 (4,155) 44,566 7,311 72,734
MISC. G & A EXPENSES 2,204 1,001 522 312 4,039
TOTAL GENERAL & ADMIN 74,376 39,679 84,031 45,482 243,568
NEW BUSINESS EXP
SALES EMPLOYEE WAGES 27,536 28,826 29,537 30,249 116,148
SALES PAYROLL TAXES 2,405 6,211 4,721 3,185 16,522
SALES BENEFIT INSURANCE 1,244 1,264 1,272 2,394 6,174
SALES BONUSES/INCENTIVES 28,077 32,532 27,813 24,804 113,226
SALES COMMISSIONS 0 0 1,560 0 1,560
SALES WORKERS COMP EXPENSE 464 416 312 298 1,490
SALES AUTO ALLOWANCES 5,031 4,615 5,476 4,569 19,691
1099 COMMISSIONS 0 0 581 1,720 2,301
RECRUITING FEES 715 0 0 0 715
ADVERTISING EXPENSE 2,417 2,798 1,301 27 6,543
DUES AND SUBSCRIPTIONS 1,760 1,601 0 1,155 4,516
TRADE SHOW EXPENSE 795 1,334 3,882 3,045 9,056
TRAVEL EXPENSE 25 43 703 0 771
ENTERTAINMENT EXPENSE 0 0 0 86 86
MEALS-REGULAR 0 0 114 90 204
HOTEL EXPENSE 0 0 1,049 605 1,654
AUTO MILEAGE EXPENSE 0 0 94 439 533
PARKING EXPENSE 6 32 110 145 293
OFFICE SUPPLIES & STATIONARY 250 2,538 740 315 3,843
POSTAGE EXPENSE 542 87 23 157 809
DELIVERY EXPENSE 42 33 605 193 873
OVERNIGHT EXPENSE 253 331 210 360 1,154
TELEPHONE EXPENSE 722 880 734 978 3,314
CELL PHONE/PAGER EXPENSE 134 0 0 0 134
OTHER MISC SALES EXP 0 0 0 0 0
TOTAL NEW BUSINESS EXP 72,418 83,541 80,837 74,814 311,610
TOTAL S G & A 368,921 359,088 379,049 286,391 1,393,449
DEPR & AMORT EXP
DEPREC EXP - FURNITURE & EQUIP 912 912 913 912 3,649
DEPREC EXP - TELEPHONE EQUIP 976 975 741 732 3,424
DEPREC EXP - CAPITAL LEASE 18 18 6 0 42
DEPREC EXP - COMPUTER EQUIP 603 525 518 519 2,165
DEPREC EXP - LEASEHOLD IMPR 0 0 21 30 51
DEPREC EXP - 3RD PTY SOFTWARE 0 0 12 18 30
TOTAL DEPR & AMORT 2,509 2,430 2,211 2,211 9,361
TOTAL INC FROM OPS 583,761 321,120 322,961 352,310 1,580,152
FISCAL YEAR 2004 Q1 Q2 Q3 Q4
OCT - DEC JAN - MAR APR - JUNE JULY - SEPT
2003 2004 2004 2004 FY 2004
----------------------------------------------------------------
REVENUE
REVENUE - PAYROLL PROCESSING 1,012,507 878,261 963,030 982,959 3,836,757
REVENUE - QTRLY/ANNUAL SVCS 58,059 28,093 32,501 42,040 160,693
REVENUE - W-2 PREPARATION 185,000 45,832 0 0 230,832
REVENUE - COMMISSIONS 12,628 11,743 36,470 13,635 74,476
REVENUE - INTERCO CHECK FEES 170 109 0 0 279
REVENUE - OTHER MISC CHARGES 17,325 50,412 32,020 28,846 128,603
TOTAL REVENUE 1,285,689 1,014,450 1,064,021 1,067,480 4,431,640
COST OF SALES
COS - GROSS WAGES 227,475 232,744 231,194 234,841 926,254
COS - PAYROLL TAXES 27,021 22,662 22,505 19,996 92,184
COS - WORKERS COMP 295 385 1,016 739 2,435
COS - DELIVERY SERVICES 83,111 79,758 95,357 93,618 351,844
COS - BENEFITS EXPENSE 16,917 19,282 19,356 18,200 73,755
COS - BILLABLE EXPENSES 112 396 583 1,283 2,374
COS - XEROX LASER USAGE 409 7,614 6,623 2,427 17,073
COS - XEROX LASER MAINT 13,908 13,908 4,636 24,250 56,702
COS - LASER PAPER 7,435 8,711 7,114 7,848 31,108
COS - OTHER FORMS/SUPPLIES 37,968 31,080 15,543 25,434 110,025
COS - TEMP PERSONNEL 0 71 0 0 71
COS - OTHER MISC EXPENSE 208 146 167 0 521
TOTAL COST OF SALES 414,859 416,757 404,094 428,636 1,664,346
TOTAL GROSS PROFIT 870,830 597,693 659,927 638,844 2,767,294
GROSS PROFIT % 67.7% 58.9% 62.0% 59.8% 62.4%
EMPLOYEE COSTS
EMPLOYEE WAGES 60,056 71,967 69,744 64,027 265,794
EMPLOYEE PAYROLL TAXES 4,361 7,238 5,905 5,614 23,118
EMPLOYEE BENEFIT EXPENSES (410) 1,870 1,830 1,819 5,109
EMPLOYEE BONUS/INCENTIVES 18,000 13,480 17,101 14,267 62,848
EMPLOYEE W/C EXPENSE 192 165 294 201 852
EMPLOYEE AUTO ALLOWANCE 0 0 0 0 0
EMPLOYEE TEMP PERSONNEL 0 0 380 0 380
EMPLOYEE RECRUITING FEES 0 2,137 2,395 0 4,532
TOTAL EMPLOYEE COSTS 82,199 96,857 97,649 85,928 362,633
OCCUPANCY COST
BUILDING RENT EXPENSE 24,000 24,000 24,000 24,000 96,000
UTILITIES EXPENSE (1,200) 2,314 2,325 2,850 6,289
BUILDING REPAIRS & MAINT 0 877 2,359 1,415 4,651
TOTAL OCCUPANCY COST 22,800 27,191 28,684 28,265 106,940
GENERAL & ADMIN
CONSULTING FEES 0 0 12,148 14,160 26,308
PROFESSIONAL FEES 0 0 300 0 300
COLLECTION AGENCY FEES 0 0 185 0 185
LICENSES/PERMITS/FEES 434 0 90 37 561
DUES & SUBSCRIPTIONS 0 1,164 165 0 1,329
CHARITABLE CONTRIBUTIONS 225 0 0 225 450
SEMINARS & TRAINING EXPENSE 0 0 0 364 364
SPECIAL EMPLOYEE EVENTS 322 121 359 583 1,385
TRAVEL EXPENSES 847 27 73 0 947
ENTERTAINMENT EXPENSE 0 0 56 0 56
MEALS EXPENSE 239 121 150 74 584
HOTEL EXPENSE 489 792 0 90 1,371
AUTO MILEAGE EXPENSE 361 455 763 1,010 2,589
AUTO RENTAL EXPENSE 173 0 0 0 173
PARKING EXPENSE 30 0 0 0 30
SOFTWARE EXPENSE 12,870 7,436 4,542 4,446 29,294
HARDWARE EXPENSE 0 1,340 0 0 1,340
COMPUTER SUPPLIES EXPENSE 0 1,023 0 1,264 2,287
NETWORK CHARGES 2,232 2,954 3,450 3,626 12,262
OFFICE SUPPLIES EXPENSE 39 575 597 511 1,722
STATIONARY SUPPLIES 0 0 219 0 219
OFFICE EQUIPMENT LEASES 9,415 2,227 2,331 2,103 16,076
OFFICE EQUIP MAINTENANCE 1,225 1,995 429 641 4,290
POSTAGE EXPENSE 9 1,500 2,000 1,984 5,493
OVERNIGHT EXPENSE (31) 000 00 000 291
TELEPHONE EXPENSE 4,809 5,331 6,835 7,021 23,996
BANK FEES (7) 0 0 0 (7)
PENALTIES 0 0 7,499 0 7,499
BAD DEBT EXPENSE 9,000 9,000 9,000 (21,000) 6,000
MISC. G & A EXPENSES 501 51 163 437 1,152
TOTAL GENERAL & ADMIN 43,182 36,231 51,415 17,718 148,546
NEW BUSINESS EXP
SALES EMPLOYEE WAGES 25,702 28,245 41,958 51,019 146,924
SALES PAYROLL TAXES 2,760 6,276 6,614 5,163 20,813
SALES BENEFIT INSURANCE 3,875 3,123 2,785 2,987 12,770
SALES BONUSES/INCENTIVES 28,922 33,546 30,842 35,265 128,575
SALES WORKERS COMP EXPENSE 154 346 442 458 1,400
SALES AUTO ALLOWANCES 4,639 4,108 6,826 7,338 22,911
1099 COMMISSIONS 2,954 3,849 2,499 3,990 13,292
ADVERTISING EXPENSE 4,415 4,344 412 27 9,198
DUES AND SUBSCRIPTIONS 1,185 200 0 1,645 3,030
PROMOTIONAL MATERIAL 717 0 0 1,242 1,959
TRADE SHOW EXPENSE 453 2,015 189 350 3,007
TRAVEL EXPENSE 0 80 121 20 221
ENTERTAINMENT EXPENSE 0 75 42 80 197
MEALS-REGULAR 0 92 83 15 190
HOTEL EXPENSE 0 764 0 254 1,018
AUTO MILEAGE EXPENSE 136 90 172 0 398
PARKING EXPENSE 39 168 49 175 431
OFFICE SUPPLIES & STATIONARY 488 232 636 1,922 3,278
POSTAGE EXPENSE 37 205 48 195 485
DELIVERY EXPENSE 89 0 0 0 89
OVERNIGHT EXPENSE 191 381 371 556 1,499
TELEPHONE EXPENSE 298 688 154 361 1,501
CELL PHONE/PAGER EXPENSE 258 594 763 868 2,483
TOTAL NEW BUSINESS EXP 77,312 89,421 95,006 113,930 375,669
TOTAL S G & A 225,493 249,700 272,754 245,841 993,788
DEPR & AMORT EXP
DEPREC EXP - INTERNAL SOFTWARE 16,869 16,869 16,869 16,869 67,476
TOTAL DEPR & AMORT 16,869 16,869 16,869 16,869 67,476
TOTAL INC FROM OPS 628,468 331,124 370,304 376,134 1,706,030
EBITDA 645,337 347,993 387,173 393,003 1,773,506
FISCAL YEAR 2005 Q1 Q2 Q3 Q4
OCT - DEC JAN - MAR APR - JUNE JULY - SEPT
2004 2005 2005 2005 FY 2005
----------------------------------------------------------------
REVENUE
REVENUE - PAYROLL PROCESSING 973,580 883,017 988,328 1,065,317 3,910,242
REVENUE - QTRLY/ANNUAL SVCS 60,377 286,945 34,767 45,816 427,905
REVENUE - W-2 PREPARATION 227,500 (227,500) 0 100 100
REVENUE - COMMISSIONS 14,180 45,418 22,482 21,963 104,043
REVENUE - OTHER MISC CHARGES 28,438 56,988 43,493 54,053 182,972
TOTAL REVENUE 1,304,075 1,044,868 1,089,070 1,187,249 4,625,262
COST OF SALES
COS - GROSS WAGES 229,982 222,028 227,049 244,883 923,942
COS - PAYROLL TAXES 23,354 22,581 22,926 23,619 92,480
COS - WORKERS COMP 930 705 3,043 3,227 7,905
COS - DELIVERY SERVICES 85,423 95,568 90,187 86,611 357,789
COS - BENEFITS EXPENSE 17,457 20,389 18,758 19,092 75,696
COS - BILLABLE EXPENSES 113 870 1,016 1,079 3,078
COS - XEROX LASER USAGE 0 6,698 3,315 3,034 13,047
COS - XEROX LASER MAINT (15,568) 524 985 1,008 (13,051)
COS - LASER PAPER 9,240 9,371 6,575 8,438 33,624
COS - OTHER FORMS/SUPPLIES 34,889 22,642 22,577 22,858 102,966
COS - OTHER MISC EXPENSE 312 86 269 268 935
TOTAL COST OF SALES 386,132 401,462 396,700 414,117 1,598,411
TOTAL GROSS PROFIT 917,943 643,406 692,370 773,132 3,026,851
GROSS PROFIT % 201 183 189 195 769
EMPLOYEE COSTS 0 0 0 0 0
EMPLOYEE WAGES 62,248 66,811 61,798 61,892 252,749
EMPLOYEE PAYROLL TAXES 3,976 6,609 4,751 4,783 20,119
EMPLOYEE BENEFIT EXPENSES 1,800 3,575 3,579 3,586 12,540
EMPLOYEE BONUS/INCENTIVES 34,238 19,096 19,034 17,699 90,067
EMPLOYEE W/C EXPENSE 335 183 754 749 2,021
EMPLOYEE REFERRAL BONUS 17 0 0 0 17
TOTAL EMPLOYEE COSTS 102,614 96,274 89,916 88,709 377,513
OCCUPANCY COST 0 0 0 0 0
BUILDING RENT EXPENSE 24,000 24,000 24,000 24,000 96,000
UTILITIES EXPENSE 0 225 1,875 9,675 11,775
BUILDING REPAIRS & MAINT 1,527 524 550 1,344 3,945
TOTAL OCCUPANCY COST 25,527 24,749 26,425 35,019 111,720
GENERAL & XXXXX 0 0 0 0 0
XXX XXXXXXXXX/XXXXXXXX INS 0 150 0 0 150
CONSULTING FEES 22,485 20,883 21,490 3,280 68,138
PROFESSIONAL FEES 1,238 1,823 0 0 3,061
COLLECTION AGENCY FEES 0 0 0 199 199
LICENSES/PERMITS/FEES 100 125 262 16 503
PROPERTY TAXES 221 0 0 0 221
DUES & SUBSCRIPTIONS 1,270 1,196 165 1,152 3,783
G&A ADVERTISING EXPENSE 1,563 0 744 0 2,307
SEMINARS & TRAINING EXPENSE 250 0 0 389 639
SPECIAL EMPLOYEE EVENTS 1,874 247 97 350 2,568
TRAVEL EXPENSES 1,649 0 0 182 1,831
ENTERTAINMENT EXPENSE 18 0 0 0 18
MEALS EXPENSE 231 70 132 224 657
HOTEL EXPENSE 264 250 0 0 514
AUTO MILEAGE EXPENSE 646 205 862 1,795 3,508
AUTO RENTAL EXPENSE 79 0 0 0 79
PARKING EXPENSE 35 0 34 0 69
OFFSITE STORAGE 0 0 763 3,264 4,027
SOFTWARE EXPENSE 10,803 7,343 6,933 7,002 32,081
HARDWARE EXPENSE 0 0 0 38 38
COMPUTER SUPPLIES EXPENSE 67 15 170 416 668
IT MAINTENANCE AGMTS 2,308 0 0 3,039 5,347
NETWORK CHARGES 4,363 2,986 2,842 2,287 12,478
COPIER MAINTENANCE EXPENSE 400 0 0 0 400
OFFICE SUPPLIES EXPENSE 1,718 1,392 890 1,520 5,520
STATIONARY SUPPLIES 0 0 0 599 599
OFFICE EQUIPMENT LEASES 2,972 3,479 2,600 2,497 11,548
OFFICE EQUIP MAINTENANCE 2,368 3,295 1,478 2,049 9,190
POSTAGE EXPENSE 1,000 951 2,000 996 4,947
DELIVERY EXPENSE 0 1,309 0 0 1,309
OVERNIGHT EXPENSE 564 265 411 263 1,503
TELEPHONE EXPENSE 5,695 4,237 3,822 5,965 19,719
CELL PHONE/PAGER EXPENSE 0 61 0 0 61
BAD DEBT EXPENSE 9,000 (3,322) 19,267 (6,227) 18,718
MISC. G & A EXPENSES 2,185 1,710 2,190 120 6,205
TOTAL GENERAL & ADMIN 75,366 48,670 67,152 31,415 222,603
NEW BUSINESS EXP 0 0 0 0 0
SALES EMPLOYEE WAGES 52,096 37,117 38,354 74,777 202,344
SALES PAYROLL TAXES 5,043 8,081 6,535 8,480 28,139
SALES BENEFIT INSURANCE 3,021 3,124 2,286 4,325 12,756
SALES BONUSES/INCENTIVES 29,749 35,130 37,800 40,425 143,104
SALES WORKERS COMP EXPENSE 765 607 832 1,424 3,628
SALES AUTO ALLOWANCES 8,561 5,724 5,793 9,716 29,794
1099 COMMISSIONS 6,537 6,662 6,548 7,701 27,448
PROFESSIONAL FEES 0 9,080 18,883 0 27,963
RECRUITING FEES 0 0 497 0 497
ADVERTISING EXPENSE 1,896 3,054 2,023 4,854 11,827
DUES AND SUBSCRIPTIONS 20 0 1,640 0 1,660
OUTSIDE TELEMARKETING EXP 80 1,500 1,825 1,450 4,855
DIRECT MAILING 0 0 2,594 1,503 4,097
BROCHURE MATERIAL 0 0 0 2,546 2,546
PROMOTIONAL MATERIAL 0 0 5,921 1,381 7,302
TRADE SHOW EXPENSE 0 750 425 936 2,111
TRAVEL EXPENSE 569 505 90 475 1,639
ENTERTAINMENT EXPENSE 170 286 0 360 816
MEALS-REGULAR 41 0 0 85 126
HOTEL EXPENSE 637 0 0 0 637
PARKING EXPENSE 148 51 85 197 481
OFFICE SUPPLIES & STATIONARY 387 586 481 1,208 2,662
POSTAGE EXPENSE 112 39 1,590 3,024 4,765
DELIVERY EXPENSE 0 0 61 0 61
OVERNIGHT EXPENSE 1,083 640 529 566 2,818
TELEPHONE EXPENSE 174 207 169 383 933
CELL PHONE/PAGER EXPENSE 1,372 1,188 844 1,206 4,610
OTHER MISC SALES EXP 422 18 246 18 704
TOTAL NEW BUSINESS EXP 112,883 114,349 136,051 167,040 530,323
TOTAL S G & A 316,390 284,042 319,544 322,183 1,242,159
DEPR & AMORT EXP 0 0 0 0 0
DEPREC EXP - TELEPHONE EQUIP 0 0 1,513 753 2,266
DEPREC EXP - CAPITAL LEASE 0 77,078 (38,539) 0 38,539
DEPREC EXP - COMPUTER EQUIP 0 0 0 93 93
DEPREC EXP - LEASEHOLD IMPR 0 0 12,846 12,846 25,692
DEPREC EXP - INTERNAL SOFTWARE 16,869 16,869 17,369 17,619 68,726
TOTAL DEPR & AMORT 16,869 93,947 (6,811) 31,311 135,316
TOTAL INC FROM OPS 584,684 265,417 379,637 419,638 1,649,376
EBITDA 601,553 359,364 372,826 450,949 1,784,692
AS OF AS OF AS OF AS OF
SUMMARY BALANCE SHEET 9/30/03 9/30/04 9/30/05 12/31/05
------------------------------------------------------------------------------------------------------------
Cash $ -- $ -- $ -- $ --
AR 537 582 580 877
Other Current Assets 12 14 9 30
---------------------------------------------------------------------------------------- ----------------
Total Current Assets 550 596 589 907
Net Fixed Assets 337 259 397 368
TOTAL ASSETS $ 887 $ 855 $ 986 $ 1,275
======================================================================================== ================
Leases Payable $ -- $ -- $ 50 $ 50
Accrued Payroll 67 79 31 64
AP 148 136 59 66
Accrued Expenses & Other Current 69 75 94 46
---------------------------------------------------------------------------------------- ----------------
Current Liabilities 284 289 235 226
Capital Leases -- -- 148 135
Other Long Term -- -- -- --
---------------------------------------------------------------------------------------- ----------------
Total Liabilities 284 289 382 361
Equity 603 566 603 915
---------------------------------------------------------------------------------------- ----------------
TOTAL LIABILITIES & EQUITY $ 887 $ 855 $ 986 $ 1,275
======================================================================================== ================
Intellectual Property Schedule Sections 2.01; 4.13
INTELLECTUAL PROPERTY SCHEDULE
INTELLECTUAL PROPERTY OWNED BY SELLER
---------------------------------------------------------------------------------------------------------------------------
TYPE REG. NO. COVERS EFFECTIVE TERM
---------------------------------------------------------------------------------------------------------------------------
Service Xxxx 2,761,339 DSI Payroll Services 9/9/2003 10 years
---------------------------------------------------------------------------------------------------------------------------
Domain Name xxx.xxxxxxxxxxxxxxxxxx.xxx 1/9/2003 annual
---------------------------------------------------------------------------------------------------------------------------
Domain Name xxx.xxxxxxxxxxxxxxxx.xxx 7/10/1996 annual
---------------------------------------------------------------------------------------------------------------------------
All DSI email addresses, employee email boxes and
DSI Email all contents therein.
---------------------------------------------------------------------------------------------------------------------------
Customer List (included in the Customer Schedule)
---------------------------------------------------------------------------------------------------------------------------
Payroll, quarterly, WIP, A/P, G/L, joint industry
board, report writer, web remote, and various
operational systems, all Source Code related to the
foregoing and all written manuals or other
Proprietary Software materials relating to the foregoing.
---------------------------------------------------------------------------------------------------------------------------
All brochures, catalogues, and other marketing
Marketing Materials materials used in the Business.
---------------------------------------------------------------------------------------------------------------------------
All written materials relating to the Business,
Written Materials including, for example, manuals and policies.
---------------------------------------------------------------------------------------------------------------------------
Website All contents.
---------------------------------------------------------------------------------------------------------------------------
All copyrights to materials relating to the
Business (whether or not registered with the United
Other Copyrights States copyright office).
---------------------------------------------------------------------------------------------------------------------------
Virtual machines (VMWare software files) created by
Seller for DSI's disaster recovery plan; all phone
Miscellaneous and fax numbers used in the Business.
---------------------------------------------------------------------------------------------------------------------------
General Contracts Schedule Sections 2.01; 4.06
NAME EFFECTIVE DATE TYPE
--------------------------------------------------------------------------------------------------------
Ceridian Corporation 2/26/2004 Third Party Processor Remarketer Agreement
0000 Xxxx Xxx Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Ceridian Tax Service, Inc. 4/20/2006 Tax Filing Remarketing Agreement
Addendum to Third Party Processor Remarketer
Ceridian Corporation 4/20/2006 Agreement and Tax Filing Remarketing Agreement
Xxxxxxxxx Xxxxx Associates, LLC 8/1/2005 Terminated as of May 25, 2006
000 Xxxxx Xxx., 00xx Xxxxx
Xxx Xxxx, XX 00000
Directo, Inc. 2/1/2004 Terminated as of May 25, 2006
0000 Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Insurance Schedule Sections 4.15
------------------------------------------------------------------------------------------
TEAMSTAFF INSURANCE SCHEDULE
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
COVERAGE CARRIER POLICY# DATES
------------------------------------------------------------------------------------------
Zurich- Cedar
Workers Compensation Hill 4/1/06-07
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Pacific
General Liability Indemnity 3582-56-01 LIO 5/10/05 - 5/20/06
non-Rx
------------------------------------------------------------------------------------------
Pacific
Package - Business Auto Indemnity same 5/10/05 - 5/20/06
------------------------------------------------------------------------------------------
Pacific
Package - Property Indemnity same 5/10/05 - 5/20/06
------------------------------------------------------------------------------------------
National
Umbrella Union (AIG) 5/10/05 - 5/20/06
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Lexington
E & O Payroll Services (AIG) 1154943 5/10/05-5/20/06
------------------------------------------------------------------------------------------
Fiduciary Zurich FLC5336102-00 5/20/05 - 5/20/06
------------------------------------------------------------------------------------------
XXXx Xxxxx 0000-0000 5/15/05 - 5/20/06
------------------------------------------------------------------------------------------
D & O Zurich 4/28/05 - 5/20/06
------------------------------------------------------------------------------------------
Excess D & O Hartford 4/28/05 - 5/20/06
------------------------------------------------------------------------------------------
Excess D & O Side
A Only Admiral 4/28/05 - 5/20/06
------------------------------------------------------------------------------------------
Crime Zurich FID 533651600 4/20/04-07
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Internet Liability E&O AIG Specialty 3488776 10/1/05-06
------------------------------------------------------------------------------------------
Healthcare E & O Arch 11/21/05 - 11/21/06
------------------------------------------------------------------------------------------
General Liability arch
Rx Only
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
COVERAGE PREMIUM LIMITS DEDUCTIBLE
------------------------------------------------------------------------------------------------
Workers Compensation $690,000 Stat none
$1,000,000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
General Liability $32,721 $2,000,000 AGG $0
non-Rx incl taxes $1,000,000 OCC
$5,000 Med Pay
$1,000,000 EBL
------------------------------------------------------------------------------------------------
Package - Business Auto Incl. $1,000,000 Any Auto $0
$1,000,000 UN/UIM
$10,000 Med Pay
------------------------------------------------------------------------------------------------
Package - Property incl $5,000 All Risk
$25,000 Flood
$3,600,000 $25,000 EQ
------------------------------------------------------------------------------------------------
Umbrella $45,000 $10,000,000 $10,000
Plus $112.82 S/L Tax SIR
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
E & O Payroll Services $51,367 $1,000,000
Plus $1,597 S/L Tax
------------------------------------------------------------------------------------------------
Fiduciary $9,500 $1,000,000 $25,000
------------------------------------------------------------------------------------------------
EPLi $26,325 $1,000,000 $50,000
------------------------------------------------------------------------------------------------
D & O $212,000 $10,000,000 $500,000
------------------------------------------------------------------------------------------------
Excess D& O $169,600 $10,000,000
------------------------------------------------------------------------------------------------
Excess D & O Side
A Only $74,200 $5,000,000
------------------------------------------------------------------------------------------------
Crime $7,767 $1,000,000 $25,000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Internet Liability E&O $14,665 $1,000,00 $25,000
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Healthcare E & O $310,486 $2,000,000 occ $50,000
$16,000 SL Tax $5,000,000 agg
------------------------------------------------------------------------------------------------
General Liability Included above $2,000,000 AGG
Rx Only $1,000,000 OCC
$5,000 Med Pay
$1,000,000 EBL
------------------------------------------------------------------------------------------------
Leased Property Schedule Sections 2.01, 4.07
--------------------------------------------------------------------------------
TERM (#
OF MONTHLY
TYPE OF LEASE VENDOR START DATE MONTHS) PAYMENT ALLOCATED
--------------------------------------------------------------------------------
INCLUDED:
Capital Xerox 07/01/04 60 $900
Capital Xerox 07/01/04 60 $3,832
------------------------------------------------------------------------------------------------------------
TYPE OF LEASE EQUIPMENT DESCRIPTION
------------------------------------------------------------------------------------------------------------
INCLUDED:
Capital DPCNTRL-3 CNTRL DP2K100-135 1)DP100PPM 1) DP2KLPS software to configure printer
Capital DP2K100MC DOCUPRINT 100 MICR 1)DP2KSWI printer
AUTHORIZATION SCHEDULE xx.xx. 3.01, 4.05
The following consents of third parties are required in connection with the
transactions provided for in the Asset Purchase Agreement:
1. The consent of I&G Garden State, LLC, as successor landlord to WHATR
Real Estate Limited Partnership, is required for the sublease of
space to Buyer at 000 Xxxxxx Xxxxx pursuant to a Lease dated as of
May 30, 1997 between Seller and WHATR Real Estate Limited
Partnership.
2. The consent of PNC Bank as lender to Seller is required with respect
to the proposed sale of the Assets by Seller pursuant to a Revolving
Credit Facility between PNC Bank and the Seller dated as of June 8,
2005 and amended as of October 10, 2005 and February 13, 2006.
3. The consent of Xerox Corporation is required for the assignment of
the Lease to Buyer.
Scheduled Employees Sections 4.18
COMPANY DEPARTMENT LAST NAME FIRST NAME PART TIME
--------------------------------------------------------------------------------
80 840 Xxxx-Xxxx Xxxxxxxx PT
80 811 Xxxxxxx Xxxxxxxx Z
80 813 Xxxx Xxxxxx
80 840 Xxxxxx Xxxxxxxx PT
80 830 Xxxxxx Xxxx
80 814 Xxxxxxx Xxxx
80 830 Xxxxxxx Xxxxxxx
80 000 Xxxx Xxxxx
80 813 Xxxxx Xxxxx PT
80 860 Xxxxxxx Xxxxxxx
80 814 Xxxxxx Xxxxxxx
80 000 XxXxxxxxx Xxxxx XX
80 814 Xxxxxxx Xxxxxxxxx
80 910 Xxxxx Xxxxxx
80 000 Xxxxxx Xxxxxx
80 840 Xxxx Xxxxx
80 813 Xxxxx Xxxxxx
80 840 Xxxxxxx Xxxxxxx PT
80 840 Xxxxxx Xxxxxx
80 830 Xxxx Xxxxxxxx
80 830 Xxxx Xxxxxx Temp
80 811 Xxxxxx Xxxxx
80 813 Xxxxxxxx Xxxxxx
80 814 Xxxxxxx Xxxxxx
80 930 Xxxxx Xxxxxx
80 830 Xxxxxxx Xxxx
80 840 Xxxxx Xxxxx PT
80 813 Xxxxx Xxxx
80 830 Xxxxxx Xxxxx
80 840 Xxxxx Xxxxxxx
80 830 Xxxxxxxx Xxxxxx
80 813 Xxxxxx Xxxxxxx PT
RELATED PARTY TRANSACTIONS ss. 4.21
Marketing Agreement with Directo, Inc., dated as of February 1, 2004. T. Xxxxxxx
Xxxxxxx, Chairman of the Board of TeamStaff is also the Chairman of Directo,
Inc. This Agreement has been terminated effective as of May 25, 2006.
LICENSES ss.4.14
None.
Governmental Consents Section 5.04
None
