SPECIFIC ASSET PURCHASE AGREEMENT
AGREEMENT between and among ENVIRONMENTAL TESTING
TECHNOLOGIES, INC. (formerly Peripheral Systems, Inc.), a Washington
Corporation, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter "ETT"); ACCU-TECH EVALUATION SERVICES, INC., a New
Jersey Corporation, located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter "Accu-Tech") and the shareholders of Accu-Tech, ▇▇▇▇▇ ▇.
▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ both of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
both of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter
collectively the "Shareholders").
RECITALS
The Shareholders of Accu-Tech are, together, the owners of all the issued
and outstanding capital stock of Accu-Tech. ETT is a holding Company
owning two businesses, X-RAY, INC. and TANKTEK, INC., that are engaged
in above-ground storage tank certifications and nondestructive inspection
services.
Accu-Tech is an "S" corporation operating nondestructive inspection
laboratories in both New Jersey ad California.
ETT is desirous of purchasing certain specific assets of Accu-Tech.
The Shareholders are desirous of joining the ETT organization and selling
certain assets of Accu-Tech to ETT.
AGREEMENT
I. THE TRANSACTION
A. Accordingly, ETT, Accu-Tech and its Shareholders (the "Parties")
agree to the following:
1. ETT has formed a new 100% owned subsidiary incorporated
in New Jersey., Such subsidiary will purchase the
specific assets of Accu-Tech. The Accu-Tech assets (the
"Assets") to be purchased by ETT's subsidiary are:
a. rights to the name Accu-Tech;
b. all customer lists and contracts to provide
services to customers;
c. all equipment owned nd/or used in Accu-Tech's
business;
d. work in progress; and
e. the NRC license held by Accu-Tech permitting the
use of certain testing equipment which emits
radiation, as well as all other licenses and
permits used by Accu-Tech in its business.
2. In addition, ETT shall require a covenant not to compete
from Accu-Tech and the Shareholders (for a period of two
(2) years after the termination of their employment with
Accu-Tech or any ETT affiliate) as set forth in a
separate non-competitive agreement to be executed at
Closing; and
B. ETT will purchase the Assets by issuing TWO HUNDRED
THOUSAND (200,000) shares of Class B non-voting Convertible
Preferred Stock with value of ONE DOLLAR ($1.00) per share for a
total value of TWO HUNDRED THOUSAND DOLLARS ($200,000.00).
Thus, the Purchase Value of each share of stock is ONE DOLLAR
($1.00) ("Share Purchase Value"). This convertible Preferred
Stock is convertible into ETT common Stock at the option of the
Shareholders for a period of eight (8) years from Closing as
follows:
1. Until the third anniversary of the Closing, one (1)
share of Class B Preferred Stock can be converted into
two (2) shares of ETT Common Stock.
2. From the third anniversary until the fourth anniversary
of closing, one (1) share of Class B Preferred stock can
be converted into one and a half (1-1/2) shares of ETT
Common Stock.
3. From the fifth anniversary until the eighth anniversary
of Closing, one (1) share of Class B Preferred Stock can
be converted into one (1) share of ETT Common Stock.
4. Thereafter, the Preferred Stock may not be redeemed.
C. While outstanding, the Preferred Stock shall carry dividend
rights as follows:
1. First year, TWO PERCENT (2%) of Share Purchase Value.
2. Second year through the eighth year, SIX PERCENT (6%) of
Share Purchase Value.
3. After the eighth year, none.
Such dividend shall be paid to the holders of Preferred Stock on
the anniversary of the Closing each year.
D. Distribution of the ETT Preferred Stock is the responsibility of
Accu-Tech. Accu-Tech has elected to distribute the Preferred
Stock as outlined in Schedule B (attached) and hereby directs
ETT to distribute the Convertible Preferred Stock due to
Accu-Tech pursuant hereto in accordance with Schedule B.
E. Accu-Tech has provided ETT complete listings and agings of its
payables and receivable. ETT's new subsidiary specifically is
not purchasing Accu-Tech's trade receivable nor receivables from
stockholders on any other receivable created prior to the date
of closing. Nonetheless, ETT shall, on and after Closing,
collect trade receivables on behalf of Accu-Tech. ETT shall be
entitled to pay any payables of Accu-Tech, including any tax
liabilities, which survive the Closing if such liabilities,
including tax liabilities, constitute an actual or potential
lien or encumbrance upon the Assets ("Critical Payables").
F. ETT is assuming no liabilities of Accu-Tech other than those
shown on Schedule C (attached).
G. ETT specifically is not assuming any of Accu-Tech's trade
payable obligations or payroll obligations, such as employee
wages or payroll taxes, unpaid vacation, unpaid sick leave,
medical insurance or similar obligations which were incurred
prior to the date of Closing.
H. Accu-Tech hereby agrees to indemnify and hold harmless ETT and
the officers, agents and affiliates of ETT from and against any
trade payables, payroll obligations or any other liability of
Accu-Tech arising before the Closing Date, whether or not such
liability has been disclosed to ETT, unless such liability has
expressly been assumed by ETT pursuant to Schedule C hereof.
I. Accu-Tech assumes responsibility for collection of the
receivables and payment of all the pre-closing liabilities, and
covenants to cooperate with ETT in ETT's efforts to collect such
receivables. ETT's new subsidiary will deposit all funds
collected from pre-closing receivables into a bank account
("Payables Account") upon which ETT and Accu-Tech have check
signing authority. ETT may use its check signing authority to
pay Critical Payables at any time. ETT will be reimbursed at
the end of each month FIVE PERCENT (5%) of funds collected to
cover the administrative costs of its efforts. ETT may draw a
check in the Payables Account each month for the purpose of
making this payment. Accu-Tech may use its check signing
authority only to pay Accu-Tech's payables, including taxes,
until such time as all payables are paid in full and shall make
no payments to Shareholders.
J. ETT shall be free to hire the employees of Accu-Tech upon
Accu-Tech's termination of business on the scheduled Closing
Date. Employees who are hired by ETT will thereafter receive
benefits comparable to those afforded to employees of TankTek,
Inc.
K. The scheduled Closing Date for completion of this transaction is
August 31, 1994, but may occur on another date as agreed by the
parties and confirmed in writing. The Closing will take place
in Rahway, New Jersey or at any other mutually agreeable
location.
II. ADDITIONAL COMPENSATION
A. Accu-Tech Shareholders ▇▇▇▇▇ ▇▇▇▇▇ ad ▇▇▇▇▇▇▇ ▇▇▇▇▇ are planning
on continued involvement in ETT's new subsidiary's operations.
▇▇▇▇▇ ▇▇▇▇▇ shall be engaged as a consultant. ▇▇▇▇▇▇▇ ▇▇▇▇▇
shall be hired as an employee. ▇▇▇▇▇▇ ▇▇▇▇▇▇ will be engaged by
ETT or its new subsidiary in a management position. His
continued involvement is considered critical to the successful
operation of the Accu-Tech business by ETT and his agreement to
be employed by ETT or its subsidiary is a condition precedent to
the Closing of this transaction. In recognition of ▇▇▇▇▇▇
▇▇▇▇▇▇'▇ ongoing contributions, the Shareholders are entitled to
receive in the aggregate, in cash, THIRTY PERCENT (30%) of the
pre-tax profits generated by ETT's new subsidiary (the "Profit
Incentive") for that portion of the five (5) year period ending
August 5, 1999, during which ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇ may be terminated only for "good cause".
B. Cash payments reflecting the Profit Incentive will be make
annually after the closing of the books and records and annual
audit; provided, however, that no payment shall be made for any
period after the termination of employment of ▇▇▇▇▇▇ ▇▇▇▇▇▇;
provided, however, that the Shareholders shall be entitled to
receive the Profit Incentive payment throughout the five (5)
year period in the event such termination is the result of ▇▇.
▇▇▇▇▇▇'▇ death, disability or illness.
C. ETT's year end is May 31st. Payments due will be made no later
than July 30th.
D. Schedule A outlines the distribution of the incentive earnings
to the individual Shareholders.
III. REPRESENTATIONS & WARRANTIES OF ACCU-TECH AND ITS
SHAREHOLDERS
A. Accu-Tech is a New Jersey corporation duly organized and validly
existing. It is in good standing under the laws of New Jersey,
and is properly authorized to do business in California. It is
not required to be authorized to do business in any other state.
Accu-Tech has all requisite power and authority to own its
properties, assets and carry on its business as now conducted.
B. Accu-Tech and its Shareholders have the power and authority to
execute and deliver this agreement. The Shareholders are,
together, the owners of all the issued and outstanding shares of
Accu-Tech and no person, including the Shareholders, has any
other interest nor has any warrant or right in any
shares of Accu-Tech. This agreement is valid, binding and
enforceable against the parties in accordance with its terms,
except as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general
application relating to or affecting enforcement of creditor's
rights. Accu-Tech will assist in and facilitate ETT's needs in
filing all legal notices required to transfer the assets.
C. Schedule D describes all pending legal actions or proceedings
existing or known to be threatened against Accu-Tech.
D. Accu-Tech has good and marketable title to all of the Assets as
shown on Schedule E and the Assets are free and clear of all
mortgages, pledges, liens, security interests, conditional sales
contracts, charges, encumbrances and claims, except those shown
on Schedule C.
E. Certain Shareholders are acquiring, via the conversion right,
the Common Stock of ETT. They will acquire such common stock
for investment and not with the view to or for immediate resale
as the Shareholders understand the shares being offered are
unregistered securities under the Securities Act of 1933. The
shares are "restricted" securities within the meaning of Rule
144 of the Securities and Exchange Commission and may not
be sold or disposed of other than pursuant to Rule 144.
F. Accu-Tech and the Shareholders will, at any time or from time to
time after the Closing Date, upon the request of ETT, execute,
acknowledge and deliver, all such further bills of sale,
assignments, checks endorsements or other instruments of
transfer and conveyance as may be reasonably required to
confirm or better effectuate the sale, transfer, assignment or
delivery of the Assets to ETT.
G. Accu-Tech has provided to ETT unaudited financial statements of
Accu-Tech for the period ending December 31,1993 and April 30,
1994. Such statements are true, accurate, complete and correct
and fairly set forth the financial condition of Accu-Tech as of
the dates specified (attached hereto as Schedule F).
H. Attached hereto and made a part hereof as Schedule E is a brief
description of all leases of real property to which Accu-Tech is
now or will be a party at the Closing Date. Accu-Tech owns free
and clear of any lien, mortgage, pledge, claim, encumbrance or
charge or leases all of the fixtures and equipment in the
structures located on such leased premises.
I. No complaints that Accu-Tech is in violation of any federal,
state or local statute, law, ordinance, regulation, rule or
order in the operation of its business, have been received by
Accu-Tech or Shareholders and, to the best of their knowledge,
none are threatened.
J. Accu-Tech has all material permits, licenses, registrations,
franchises and approvals of and from all governmental
authorities necessary for the operation of its business and
no governmental approval is required for the sale of the Assets
contemplated herein.
K. No notice, notification, demand, request for information,
citation, summons, complaint or order has been issued or filed,
no penalty has been assessed and no investigation or review is
known by Accu-Tech or Shareholders to be pending or threatened
by any governmental entity or agency (i) with respect to any
alleged violation of any law, ordinance, rule, regulation
or order of any governmental entity in connection with the
conduct of the business of Accu-Tech and relating to a Hazardous
Substance (as hereinafter defined) or (ii) with respect to any
alleged failure to have any permit, certificate, license,
approval, registration or authorization required in connection
with the conduct of the business of Accu-Tech and relating to a
Hazardous substance or (iii) with respect to any generation,
treatment, storage, recycling, transportation, disposal or
release of any toxic, caustic or otherwise hazardous substance,
including petroleum, its derivatives, by-products and other
hydrocarbons, whether or not regulated under federal, state or
local environmental statutes, ordinances, rules, regulations or
orders ("Hazardous Substance") used in connection with the
business of Accu-Tech.
Accu-Tech has not handled any Hazardous Substance and mon are present
on any property now or previously owned or leased by Accu-Tech, nor has
Accu-Tech allowed any release thereof nor transported or allowed transport
thereof to any location. There are no underground storage tanks, currently in
use or abandoned, at any property now or previously owned or leased by
Accu-Tech which have been used to store or have contained a Hazardous
Substance.
No Oral or written notification of a release of a Hazardous Substance has
been made or filed by or on behalf of Accu-Tech and no property now or
previously owned or leased by Accu-Tech is listed, or proposed for listing, on
the National Priorities List promulgated pursuant to any federal or state list
of sites requiring investigation or clean-up.
There are no environmental liens on any Asset of Accu-Tech and to the
best of Accu-Tech's and Shareholders' knowledge, no government actions have
been taken or are in process which could subject any of such assets to such
liens.
To the best of Accu-Tech's and Shareholders' knowledge, there have been
no environmental investigations, studies, audits, tests, reviews or other
analyses conducted by or which are in the possession of Accu-Tech in relation to
any property or facility now or previously owned or leased by Accu-Tech.
L. Accu-Tech shall provide to ETT, prior to Closing, a summary
description (including agent, carrier, limits, deductibles,
premium dates in force and nature of coverage) of all policies
of insurance held by Accu-Tech, including but not limited to,
those concerning fire, theft, casualty and liability, as well as
all self-insurance programs, including but not limited to, those
concerning employee medical plans, workers compensation,
disability, fire, theft, casualty and liability.
M. Accu-Tech represents and warrants that it has used the name
"Accu-Tech" in connection with its services and business.
Accu-Tech and Shareholders have no knowledge of any patents,
trademarks, service marks, trade name, rights, copyrights or
publication rights of others which materially adversely affect
use of this name.
N. No broker, agent, finder or other party has been retained by
Accu-Tech and none is entitled to payment in connection with the
transactions contemplated by this Agreement or the origin,
negotiation, execution or consummation thereof.
IV. ETT REPRESENTATIONS AND WARRANTIES
A. ETT is a Washington corporation duly organized, validly existing
and in good standing under the laws of the State of Washington
and has all the requisite corporate power and authority to own
its own properties and carry on its business as now being
conducted.
B. ETT has the power and authority to execute and deliver this
agreement and the agreement is valid, binding and enforceable
against ETT in accordance with its terms, except as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
other laws of general application relative to or affecting
enforcement of creditors rights and except as enforceability
may be limited by rules of equity governing specific
performance, injunctive relief, other equitable remedies.
C. ETT is providing Accu-Tech and its Shareholders, the unaudited
financials of ETT as of May 31, 1994 (Schedule G), and the
disclosure statement dated March 9, 1994 (Schedule G).
V. CONDITIONS OF CLOSING
There have been no material adverse change or any development involving
a prospective material adverse change in the business and/or financial condition
of Accu-Tech since May 1, 1994, or of ETT since June 1, 1994.
VI. MISCELLANEOUS
A. Further Assurances - Each party will, on request of the other,
execute and deliver all instruments and documents of further
assurance or otherwise necessary and perform all acts and things
that may be required to carry out its obligations hereunder and
to consummate and complete the transaction contemplated by this
Agreement.
B. Notices - Any notice, request, instruction or other document to
be given hereunder by any party hereto shall be in writing and
shall be delivered personally or sent by registered or certified
mail postage prepaid, to the Shareholders of Accu-Tech addressed
to them at the address set forth on Schedule A of this
Agreement. If to ETT, such notice shall be addressed to
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, at the address set forth on Page 1 of the
Agreement or such other addresses as any party may designate by
written notice to the other.
C. Governing Law - This Agreement shall be governed and construed
in accordance with the laws of Washington State.
D. Parties-in-Interest - This Agreement shall be binding on and
inure to the benefit of the Parties hereto, their respective
heirs, administrators, executors, successors and assigns;
provided, however, that this Agreement may no be assigned by any
of the Parties hereto.
E. Entire Agreement - This Agreement is the entire agreement of the
Parties and supersedes ny and all prior negotiations,
correspondence, understandings and agreements between the
Parties respecting the subject matter hereof.
F. Waiver - Any of the terms and conditions of this Agreement and
any inaccuracies in any of the representations or warranties
contained herein may be waived at any time and from time to
time, in writing, by the parties entitled to the benefit of such
terms, conditions, warranties, or representations. Such
waiver shall not constitute or be deemed a waiver of any other
terms, conditions or inaccuracies.
G. Amendment - This Agreement may be amended but only by an
instrument in writing executed by the Parties.
H. Attorneys' Fees - If suit or action is filed by any party to
enforce this Agreement or otherwise with respect to the subject
matter of this Agreement, the prevailing party shall be entitled
to recover reasonable attorneys' fees incurred in preparation
for and prosecution of such suit or action as fixed by
the trial court, and if any appeal is taken from the decision of
the trail court, reasonable attorneys' fees as fixed by the
appellate court.
J. Counterparts - This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
K. Schedules - The schedules referred to in this Agreement shall be
the schedules described in such, initialed by the Parties and
attached to this Agreement and its execution and delivery.
L. Integrated Agreement - The schedules which are attached hereto
are hereby incorporated into this Agreement of this Reference.
SCHEDULES DESCRIPTION
A Incentive Earnings Distribution
B Convertible Preferred Stock Distribution
C Assumed Liabilities
D Pending Litigation
E Assets Being Purchased
F Accu-Tech Financials
G ETT Financials and Disclosure Statement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first indicated.
ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
DATED: August , 1994 BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
ACCU-TECH EVALUATION SERVICES, INC.
DATED: August , 1994 BY: ▇▇▇▇▇ ▇▇▇▇▇▇
ACCU-TECH EVALUATION SERVICES, INC.
SHAREHOLDERS
DATED: August , 1994 BY: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
DATED: August , 1994 BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇
DATED: August , 1994 BY: ▇▇▇▇▇ ▇▇▇▇▇
DATED: August , 1994 BY: ▇▇▇▇▇ ▇▇▇▇▇▇
DATED: August , 1994 BY: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Personally Appeared
Before Me this Date, August 26, 1994
▇▇▇▇▇ ▇. ▇▇▇▇▇
Notary Public of New Jersey
My Commission Expires June 13, 1998
TABLE OF CONTENTS
1. SPECIFIED ASSET PURCHASE AGREEMENT]
2. SCHEDULE A (Incentive Earnings Distribution Schedule) through SCHEDULE E
3. ACCU-TECH EVALUATION SERVICES, INC. FINANCIAL REPORT (SCHEDULEG)
4. ENVIRONMENTAL TESTING TECHNOLOGIES, INC.
Income Statement - June 1994 (SCHEDULE G)
5. UNANIMOUS WRITTEN CONSENT OF DIRECTORS TO ACTION WITHOUT A
MEETING DATED AS OF AUGUST 24, 1994
6. UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS TO ACTION WITHOUT
A MEETING DATED AS OF AUGUST 23, 1994
7. UNANIMOUS WRITTEN CONSENT OF DIRECTORS TO ACTION WITHOUT A
MEETING DATED AS OF AUGUST 17, 1994
8. UNANIMOUS WRITTEN CONSENT OF SHAREHOLDERS TO ACTION WITHOUT
A MEETING DATED AS OF AUGUST 15, 1994
9. ▇▇▇▇ OF SALE
SCHEDULE A
INCENTIVE EARNINGS DISTRIBUTION SCHEDULE
The following employees or consultants are participants in the incentive pool on
the following basis;
Names 1995 1996 1997 1998 1999
▇▇▇▇▇ ▇▇▇▇▇ 30% 30% 30% 30% 30%
▇▇▇▇▇▇▇ ▇▇▇▇▇ 20% 20% 20% 20% 20%
▇▇▇▇▇▇ ▇▇▇▇▇▇ 50% 50% 50% 50% 50%
Total 100% 100% 100% 100% 100%
SCHEDULE B
CONVERTIBLE PREFERRED STOCK DISTRIBUTION
Number of Shares Dollar Value
To: ▇▇▇▇▇ ▇▇▇▇▇ 60,000 $60,000.00
TO: ▇▇▇▇▇▇▇ ▇▇▇▇▇ 40,000 $40,000.00
To: ▇▇▇▇▇▇ ▇▇▇▇▇▇ 100,000 $100,000.00
Total 200,000 $200,000.00
ACCU-TECH OFFICE EQUIPMENT SCHEDULE E - 1 OF 8
1. 2-486 DX 2-50 Computer
2. 1-386 25 Computer
3. 1-HP Ink Jet Color Printer
4. 2-Laser Jet II P B/W Printer
5. 1-HP Ink Jet B/W Printer
6. 1-HP DOT Matrix Printer
7. 10- Desks
8. 4-Fire Proof File Cabinets
9. 20-Regular File Cabinets
10. 1-Blue Print File Cabinet
11. 2-Equipment Cabinets
12. 20-Chairs
13. 1-19" Color TV/VHS Combo
14. 1-1992 Savin Copier
15. 1-Phone System W/9 Phones
16. Books, Codes, Procedures
17. 5-Bookcases
18. 1-Blue Print Copier
ACCU-TECH MAGNETIC PARTICLE EQUIPMENT SCHEDULE E - 2 of 8
1. 1-Magnaflux ANQ 4845-AC 4000 amp Stationary Unit
2. 1-Magnaflux KCH-3D 3000 amp Job Site Unit
3. 2-P-90 Magnaflux Portable Units
4. 10- ▇▇▇▇▇▇ ▇▇/DC ADJ Probes
5. 5-Blacks Lights
ACCU-TECH FIBER OPTIC EQUIPMENT SCHEDULE E - 3 OF 8
1. 3- Complete ▇▇▇▇▇ ▇▇▇▇▇ fiber Optic - lease 9/93 - 9/94
Video Inspection Systems w/20'x6mm Probes - 9/93 - 9/94
2. 1-▇▇▇▇▇ ▇▇▇▇▇ 25'x6mm Probe
3. 1-Complete Olympus Fiber Optic Video - lease 1994-1997
Inspection System w/12' Probe
4. 2-Spare 13" Monitors
5. 3-Rolling Cabinets
6. 1-8' ▇▇▇▇▇▇ Boroscope - bought in 1994 T.C.
7. 1-15' ▇▇▇▇▇▇ Boroscope - bought in 1994 T.C.
The parties agree to keep the physical Olympus Systems currently in their
possession, but X-Ray, Inc. agrees to assume two leases per Schedule E
identification. June 18, 1995 (signed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇)
ACCUTECH RADIOGRAPHIC EQUIPMENT SCHEDULE E - 4 of 8
1. 7-Amersham 660 Cameras
2. 10-Sets of Amersham Crank Assemblies
3. 8-Fully Equipped Dark Rooms (7 mobile - 1 shop)
1 in 1994, 2 in 1992, 2 in 1993
4. 28-Survey Meters
5. 6-Dosimeters
ACCU-TECH INVENTORY OF EQUIPMENT for SCHEDULE E - 5 OF 8
ACCU-TECH EVALUATION SERVICES, INC.
RAHWAY, NJ and MARTINEZ, CA
JUNE 1, 1994
VEHICLES
1. 1-1984 Chevy Cube Van-Dark Room
2. 1-1985 Ford Cube Van-Dark Room
3. 1-1986 Ford Cube Van-Dark Room
4. 1-1987 Ford 1-ton P/U w/ Dark Room
5. 1-1978 Ford 1-ton P/U w/ Dark Room
6. 1-1971 Ford 1-ton P/U w/ Dark Room
7. 1-1993 1-ton Chevy Diesel P/U w/ Dark Room
8. 1-1994 1-ton Chevy Diesel P/U w/ Dark Room
9. 1-1989 GMC P/U S-15
10. 1-1990 1/2-ton Chevy P/U
11. 1-1991 Oldsmobile Van
12. 1-1991 Nissan Pathfinder
13. 1-1992 Chevy S-10 P/U
14. 1-1993 Chevy S-10 P/U
15. 1-1994 Chevy S-10 P/U Extended Cab
ACCU-TECH ULTRASONIC EQUIPMENT SCHEDULE E - 6 OF 8
1. 1-▇▇▇▇▇▇▇ "B" Scan Unit
2. 2-KBI USK-7 UT Units
3. 4-KBI USK-6 UT Units
4. 1-KBI USL-32 UT Unit
5. 1-KBI 303B UT Unit
6. 3-Panometric DL 2+
7. 3-Stress Tel T-▇▇▇▇
8. 1-Sonotest "D" Meter
9. 1-Nova "D" Meter
10. 60-Various Size Transducers
11. 4-IIW Steel Blocks
12. 1-IIW Aluminum Blocks
13. 2-DSC Aluminum Blocks
14. 4-DSC Steel Blocks
15. 1-Set Titanium MIL-STD Blocks
16. 2-Sets Aluminum MIL-STD Blocks
17. 2-Sets Steel MIL-STD Blocks
18. 1-Navships Cal Block
19. Various Size and Mat Step Wedges
ACCU-TECH SAFETY EQUIPMENT SCHEDULE E - 7 OF 8
1. 12-Harnesses
2. 2-Sniffer for Tanks
3. 10-Fire Extinguishers
4. 6-Respirators
5. 4- Ladders
6. 12-Safety Belts w/ Lanyards
7. 24-Nomex Suits
8. 12-Quartz Lights
ACCU-TECH SHOP EQUIPMENT SCHEDULE E - 8 OF 8
1. 1-Shop Dark Room
2. 1-Band Saw
3. 1-▇▇▇▇▇▇ ARC Welder
4. 1-▇▇▇▇▇▇ MIG Welder
5. 5-Matabo Power Grinders
6. 2-Granite Lab Tables
7. 1-Snap-on Rolling Tool Box
8. Various Hand Tools
9. Various Air Tools
10. Various Vehicle Maintenance Tools & Equipment
SCHEDULE C
ASSUMED LIABILITIES
Leases Amt/Mo. Pay-off Date Pay-off @ 7/31/94
1990 Chevy P/U $395.00 6/95
1991 Olds Silhouette Van 407.21 1/95
1991 Nissan Pathfinder 398.89 7/95
1992 Chevy S-10 P/U 280.36 8/96
1993 Chevy S-10 P/U 288.20 7/97
1992 Chevy Diesel P/U 603.73 11/96
1994 Chevy Diesel P/U 552.80 2/98
1994 Chevy S-10 P/U
Olympus Video Probe System 1,018.00 12/96
Olympus Video Probe System 1,361.00 1/97
Olympus Video Probe 1,024.08 3/96
▇▇▇▇▇ ▇▇▇▇▇ Video 3,558.99 11/94
Probe Systems
Buy Out Date
Computer - $114.02/Mo. 9/95
Computer - $124.77/Mo. 6/96
Telephone System - $113.60/Mo. 3/97
Summit Equipment Loan - Balance $18,333.35
$555.55/Mo. Plus Interest
Copier - $145.10/Mo. 7/97
Radios - $201.00/Mo. 4/96
The Company has facility leases that are assignable to the new Companies. The
New Jersey lease expires May 15, 1997 and has a fixed monthly lease payment of
$2,436.10.
The California lease expires January 6, 1995 and has a fixed monthly lease
payment of $400.00.
Copies of the leases are attached.
SCHEDULE D
PENDING LITIGATION AGAINST ACCU-TECH
None.
BY: August 25, 1994
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BY: August 25, 1994
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BY: August 25, ▇▇▇▇
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