PREFERRED STOCK PURCHASE AGREEMENT BETWEEN AIMS Worldwide, Inc. AND Liberty Investment and Trust Fund LP

Exhibit 10.02

PREFERRED STOCK PURCHASE AGREEMENT

BETWEEN

AIMS Worldwide, Inc.

AND

Liberty Investment and Trust Fund LP

___________________________________________________________________________

SCHEDULES & EHIBITS

Schedule 3.2

Deliveries by the Company

Per Section 3.2 of the Agreement, the Company has provided to the escrow agent, the following:

(a)

The executed Agreement;

(b)

The executed Certificate of Designation;

(c)

The executed Registration Rights Agreement;

(d)

The executed Escrow Agreement;

(e)

The executed Warrant;

(f)

Evidence of approval of the Board of Directors, and Shareholders if required by the Company’s by-laws, of the Company of the Transaction Documents and the transactions contemplated hereby;

(g)

Certificate of Good Standing

(h)

Certificate of the President and the Secretary of the Company that the Certificate of Designation has been adopted and filed and a copy of the filed and accepted Certificate of Designation;

(i)

Certificates of Existence or Authority to Transact Business of the Company issued by each of the Secretary of State for the State of Nevada and the Clerk of the Commonwealth of Virginia State Corporation Commission;

(j)

An opinion from the Company’s counsel concerning the Transaction Documents and the transactions contemplated hereby in form and substance reasonably acceptable to Investor;

(k)

Stock Certificate in the name of Investor evidencing the Preferred Stock;

(l)

Executed Agreements for the acquisitions of all of the issued and outstanding shares of the Target Acquisitions

(m)

Such other Corporate documents evidencing that the Target Acquisitions have been purchased by the Company

(n)

Such other documents or certificates as shall be reasonably requested by Investor or its counsel.

2

Schedule 3.2 (f)

Evidence of approval of the Board of Directors

3

Schedule 3.2 (g)

Certificate of Good Standing

4

Schedule 3.2 (h)

Certificate of the President and the Secretary of the Company that the

 Certificate of Designation has been adopted and filed

5

Schedule 3.2 (i)

Certificates of Existence or Authority to Transact Business for the

 State of Nevada and the Commonwealth of Virginia

6

7

Schedule 3.2 (j)

Opinion of Company’s Counsel

8

Schedule 3.2 (k)

Preferred Stock Certificate

9

10

11

Schedule 3.2 (l)

12

Executed Agreements for Target Acquisitions

13

Schedule 4.4.2

Holdings Contested by the Company

14

Schedule 4.4.3

Capitalization Table

Schedule 4.4 .3  Capitalization Table
				Pre-Closing			Post Closing
				Common Shares Issued and Outstanding			Common Shares Issued and Outstanding		Preferred  Shares Issued and Outstanding
Consultants				1,274,333			1,274,333
Employees				155,500			155,500
Officers				12,130,041			12,130,041
Other				7,849,147			7,849,147
Freely-traded Shares				13,418,138			13,418,138
IKON Holdings Shareholders							1,650,000
Target America Shareholders							277,778
Liberty Investment & Trust Fund LP									4,800,000
Total Shares				34,827,159			36,754,937		4,800,000

15

Schedule 4.7.1

Financial Statements

Schedule 4.7.1
AIMS Worldwide, Inc.		AIMS Worldwide, Inc, no add’l acquisitions
		10-KSB	10-KSB
BALANCE SHEET		ACTUAL	ACTUAL		10-QSB
		12/31/2004	12/31/2005		3/31/2006
Cash Assets		$923,518	$282,566		$499,323
Accounts Receivable		$0	$760,129		$486,787
Current Assets		$7,655	$23,477		$3,939
Property and Equipment		$4,370	$239,508		$230,841
Other Assets		$25,000	$1,578,213		$1,833,501
Investment in Subsidiary		$0	$0		$0
Total Assets		$960,543	$2,883,893		$3,054,391
Accounts Payable		$358,722	$320,047		$364,975
Other Current Liabilities		$4,522,432	$3,819,522		$3,868,056
Long-term Liabilities		$0	$316,000		$216,000
Owner Equity		$22,077	$31,858		$33,012
Paid-in Capital		$0	$4,274,804		$4,923,093
Retained Earnings		($3,942,688)	($5,878,338)		($6,350,745)
Total Liabilities and Equity/Capital		$960,543	$2,883,893		$3,054,391

16

Schedule 4.7.1
AIMS Worldwide, Inc.		AIMS Worldwide, Inc, no addl acquisitions

INCOME STATEMENT		ACTUAL	ACTUAL
		2004	2005		1st Qtr 2006
Gross Revenue
	Gross Revenue	$652,404	$1,161,440		$285,231
	Total Gross Revenue	$652,404	$1,161,440		$285,231
Cost of Sales
	Cost of Sales	$537,112	$430,068		$120,224
	Total Cost of Sales	$537,112	$430,068		$120,224
Net Revenue
	Net Revenue	$115,292	$731,372		$165,007
	Total Net Revenue	$115,292	$731,372		$165,007
General & Admn
	G&A TOTAL	$3,232,040	$2,658,100		$637,414
	Total General & Admn	$3,232,040	$2,658,100		$637,414
EBITDA Sub-total		($3,116,748)	($1,926,728)		($472,407)
Adj. to EBITDA		$2,133,953	$1,066,667		$40,000
Adjusted EBITDA		($982,795)	($860,061)		($432,407)

17

Schedule 4.7.1
AIMS Worldwide + IKON & Target America
BALANCE SHEET		ACTUAL	ACTUAL
		12/31/2004	12/31/2005	3/31/2006
Cash Assets		$1,715,131	$324,445	$529,789
Accounts Receivable		$478,649	$961,857	$621,977
Current Assets		$236,290	$40,862	$149,293
Property and Equipment, Net		$67,360	$405,889	$436,822
Other Assets		$32,400	$1,647,895	$1,846,126
Investment in Subsidiaries/Cash		$0	$0	$0
Total Assets		$2,529,830	$3,380,948	$3,584,008
Accounts Payable		$424,665	$320,047	$364,975
Other Current Liabilities		$4,835,622	$4,051,700	$4,368,313
Long-term Liabilities		$24,302	$481,708	$462,494
Capital Payable
Owner Equity		$31,827	$41,608	$92,762
Paid-in Capital		$0	$4,324,804	$4,973,093
Retained Earnings		($2,786,586)	($5,838,920)	($6,677,630)
Total Liabilities and Equity/Capital		$2,529,830	$3,380,948	$3,584,007

18

Schedule 4.7.1

AIMS Worldwide + IKON & Target America

INCOME STATEMENT	AIMS ACTUAL /
	ACQUISITIONS PROJ.	ACTUAL
	2004	2005	1st Qtr 2006
Gross Revenue
Total Gross Revenue	$12,709,520	$4,869,887	$1,059,039
		$0
Cost of Sales
Total Cost of Sales	$4,905,259	$1,519,532	$311,575
		$0
Gross Profit
Total Net Revenue	$7,804,261	$3,350,355	$747,464
		$0
General & Admn Expenses
Total G&A and Corp Expenses	$9,600,478	$5,330,201	$1,438,758
		$0
EBITDA
EBITDA	($1,796,217)	($1,979,846)	($691,294)
	$0	$0	$0
		$0
Adjustment to EBITDA - Financing	$0	$0	$0
Proceed from Disposal of Asset	$0	$0	$0
Income Before Taxes	($1,796,217)	($1,979,846)	($691,294)
Interest	$0	$0	$0
Tax - 35%	$0	$0	$0
Depreciation	$0	$0	$0
Amortization	$0	$0	$0
Interest, Tax, Depr., Amortization	$0	$0	$0
Net Income	($1,796,217)	($1,979,846)	($691,294)
Adjustments to EBITDA	$4,204,721	$1,679,990	$340,747
note:  transaction costs have not been capitalized on above balance sheet
Adjusted Net Income	$2,408,504	($299,856)	($350,547)

19

Schedule 4.7.2

Supporting June Financial Projections

Schedule 4.7.2
AIMS Worldwide, Inc. with No Additional Acquisitions
BALANCE SHEET		10-QSB	PROJ
		3/31/2006	6/30/2006
Cash Assets		$499,323	$290,500
Accounts Receivable		$486,787	$1,045,073
Current Assets		$3,939	$3,093
Property and Equipment		$230,841	$253,219
Other Assets		$1,833,501	$1,461,500
Investment in Subsidiary		$0	$0
Total Assets		$3,054,391	$3,053,385
Accounts Payable		$364,975	$315,500
Other Current Liabilities		$3,868,056	$3,969,560
Long-term Liabilities		$216,000	$216,000
Owner Equity		$33,012	$34,827
Paid-in Capital		$4,923,093	$5,088,522
Retained Earnings		($6,350,745)	($6,571,025)
Total Liabilities and Equity/Capital		$3,054,391	$3,053,384

20

Schedule 4.7.2

AIMS Worldwide, Inc. with No Additional Acquisitions

INCOME STATEMENT				6 months
		1st Qtr 0000	0xx Xxx 0000	Xxxx 6/30/06
Gross Revenue
	Gross Revenue	$285,231	$573,352	$858,583
	Total Gross Revenue	$285,231	$573,352	$858,583
Cost of Sales
	Cost of Sales	$120,224	$78,563	$198,787
	Total Cost of Sales	$120,224	$78,563	$198,787
Net Revenue
	Net Revenue	$165,007	$494,789	$659,796
	Total Net Revenue	$165,007	$494,789	$659,796
General & Admn
	G&A TOTAL	$637,414	$715,069	$1,352,483
	Total General & Admn	$637,414	$715,069	$1,352,483
EBITDA Sub-total		($472,407)	($220,280)	($692,687)
Adj. to EBITDA		$40,000	$40,000	$80,000
Adjusted EBITDA		($432,407)	($180,280)	($612,687)

21

Schedule 4.7.2
AIMS Worldwide, Inc. + IKON and Target America
BALANCE SHEET			Quarterly
			3/31/2006	6/30/2006
Cash Assets			$529,789	$297,163
Accounts Receivable			$621,977	$1,334,459
Current Assets			$149,293	$72,231
Property and Equipment, Net			$436,822	$499,458
Other Assets			$1,846,126	$1,474,125
Investment in Subsidiaries/Cash			$0	$0
Total Assets			$3,584,008	$3,677,436
Accounts Payable			$364,975	$315,500
Other Current Liabilities			$4,368,313	$4,266,613
Long-term Liabilities			$462,494	$531,333
Capital Payable				$0
Owner Equity			$92,762	$94,577
Paid-in Capital			$4,973,093	$5,148,522
Retained Earnings			($6,677,630)	($6,679,110)
Total Liabilities and Equity/Capital			$3,584,007	$3,677,435

22

Schedule 4.7.2

AIMS Worldwide, Inc. + IKON and Target America

INCOME STATEMENT
					6 months
			1st Qtr 0000	0xx Xxx 0000	Xxxx 6/30/06
Gross Revenue
	Total Gross Revenue		$1,059,039	$2,878,748	$3,937,787
Cost of Sales
	Total Cost of Sales		$311,575	$1,492,158	$1,803,733
Gross Profit
	Total Net Revenue		$747,464	$1,386,590	$2,134,054
General & Admn Expenses
Total G&A and Corp Expenses			$1,438,758	$1,401,550	$2,840,308
EBITDA
EBITDA			($691,294)	($14,960)	($706,254)
			$0	($0)
Adjustment to EBITDA - Financing			$0	$0	$0
Proceed from Disposal of Asset			$0	$0	$0
Income Before Taxes			($691,294)	($14,960)	($706,254)
	Interest		$0	$0	$0
	Tax - 35%		$0	$0	$0
	Depreciation		$0	$0	$0
	Amortization		$0	$0	$0
Interest, Tax, Depr., Amortization			$0	$0	$0
Net Income			($691,294)	($14,960)	($706,254)
	Adjustments to EBITDA		$340,747	$26,520	$367,267
	note:  transaction costs have not been capitalized on above balance sheet
	Adjusted Net Income		($350,547)	$11,560	($338,987)

23

Schedule 4.7.3

Supporting December Financial Projections

Schedule 4.7.3
AIMS Worldwide, Inc, no addl acquisitions
BALANCE SHEET		PROJ
		12/31/2006
Cash Assets		$3,124,259
Accounts Receivable		$952,713
Current Assets		$13,383
Property and Equipment		$286,777
Other Assets		$1,453,681
Investment in Subsidiary		$0
Total Assets		$5,830,813
Accounts Payable		$1,960,951
Other Current Liabilities		$3,969,560
Long-term Liabilities		$216,000
Owner Equity		$34,827
Paid-in Capital		$5,088,522
Retained Earnings		($5,439,047)
Total Liabilities and Equity/Capital		$5,830,813

24

Schedule 4.7.3

AIMS Worldwide, Inc, no addl acquisitions

INCOME STATEMENT		PROJ
		2006
Gross Revenue
	Gross Revenue	$5,612,355
	Total Gross Revenue	$5,612,355
Cost of Sales
	Cost of Sales	$1,131,401
	Total Cost of Sales	$1,131,401
Net Revenue
	Net Revenue	$4,480,954
	Total Net Revenue	$4,480,954
General & Admn
	G&A TOTAL	$4,041,663
	Total General & Admn	$4,041,663
EBITDA Sub-total		$439,291
Adj. to EBITDA		$160,000
Adjusted EBITDA		$599,291

25

Schedule 4.7.3
AIMS Worldwide + IKON & Target America
BALANCE SHEET		PROJ
		12/31/2006
Cash Assets		$5,418,985
Accounts Receivable		$1,242,099
Current Assets		$82,521
Property and Equipment, Net		$533,016
Other Assets		$1,466,306
Investment in Subsidiaries/Cash		$0
Total Assets		$8,742,927
Accounts Payable		$1,960,951
Other Current Liabilities		$4,266,613
Long-term Liabilities		$531,333
Capital Payable		$0
Owner Equity		$94,577
Paid-in Capital		$5,148,522
Retained Earnings		($3,259,069)
Total Liabilities and Equity/Capital		$8,742,927

26

Schedule 4.7.3

AIMS Worldwide + IKON & Target America

INCOME STATEMENT
		PROJ
		2006
Gross Revenue
	Total Gross Revenue	$21,102,626
		$0
Cost of Sales
	Total Cost of Sales	$4,117,344
		$0
Gross Profit
	Total Net Revenue	$16,985,283
		$0
General & Admn Expenses
Total G&A and Corp Expenses		$12,607,263
		$0
EBITDA
EBITDA		$4,378,020
		$0
		($0)
Adjustment to EBITDA - Financing		$0
Proceed from Disposal of Asset		$0
Income Before Taxes		$4,378,020
	Interest	$0
	Tax - 35%	($58,808)
	Depreciation	$0
	Amortization	$0
Interest, Tax, Depr., Amortization		($58,808)
Net Income		$4,436,828
	Adjustments to EBITDA	($1,216,966)
	note:  transaction costs have not been capitalized on above balance sheet
	Adjusted Net Income	$3,219,861

27

Exhibit A

Form of Certificate of Designations of Preferences, Rights and Limitations

28

Exhibit B

Registration Rights Agreement

29

Exhibit C

Escrow Agreement

30

Exhibit D

Warrant

31