PROPRIETORSHIP PURCHASE AGREEMENT
THIS PROPRIETORSHIP PURCHASE AGREEMENT (the "Agreement") is made and
entered into effective this 15th day of March, 2000, by and between
XXXxxxxxx.xxx, Inc., a Colorado corporation (the "Company"), on the one hand,
and Xxx XxXxxxx Photography, a sole proprietorship (the "Proprietorship"), and
Xx. Xxxxx X. XxXxxxx, the sole owner of the Proprietorship (the "Seller"), on
the other hand.
RECITALS:
WHEREAS, the Company desires to issue, sell and deliver 3,000,000
newly-issued, restricted shares (the "Shares") of common stock, $.001 par value
per share (the "Common Stock"), of the Company to the Seller and pay the sum of
$14,157.00 in cash to the Seller, and the Seller desires to purchase, acquire
and receive said Shares and cash sum from the Company, in consideration of the
exchange therefor by the Seller of 100% of his interest in the Proprietorship,
on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants, agreements, representations and warranties contained herein, the
parties hereto agree as follows:
1. Issuance of Shares, Payment of Cash and Purchase of Proprietorship.
-------------------------------------------------------------------
The Company agrees to issue, sell and deliver 3,000,000 newly-issued, restricted
shares of common stock, $.001 par value per share, of the Company to the Seller
and pay the sum of $14,157.00 in cash to the Seller and the Seller agrees to
receive said Shares and cash sum from the Company. In consideration for the
Company's issuance, sale and delivery of the Shares to the Seller and the
Company's payment of the aforesaid sum of cash to the Seller pursuant to the
provisions of this Agreement, the Seller shall sell, assign, transfer, convey
and deliver to the Company 100% of his interest in the Proprietorship, including
all of the assets described on Exhibit A attached hereto and incorporated herein
by this reference.
2. Representations and Warranties of the Company. The Company hereby
---------------------------------------------
represents and warrants to the Seller as follows (it being acknowledged that the
Seller is entering into this Agreement in material reliance upon each of the
following representations and warranties, and that the truth and accuracy of
each of which constitutes a condition precedent to the obligations of the Seller
hereunder):
2.1. Organization and Corporate Power. The Company is a corporation duly
--------------------------------
organized, validly existing and in good standing under the laws of the State of
Colorado.
2.2. Authorization. The Company has full power, legal capacity and
-------------
authority to enter into this Agreement and all attendant documents and
instruments necessary to consummate the transactions herein contemplated; and to
perform all of the obligations to be performed by the Company hereunder. This
Agreement and all other agreements, documents and instruments to be executed in
connection herewith by the Company have been effectively authorized by all
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necessary action, corporate or otherwise, on the part of the Company, which
authorizations remain in full force and effect and have been duly executed and
delivered by the Company, and no other corporate proceedings on the part of the
Company are required to authorize the execution and delivery of this Agreement,
such other agreements, documents and instruments and the transactions
contemplated hereby. This Agreement and such other agreements, documents and
instruments have been duly executed and delivered by the Company and/or its
executive officer(s); constitute the legal, valid and binding obligation of the
Company; and are enforceable with respect to the Company in accordance with
their respective terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, priority or other laws or court
decisions relating to or affecting generally the enforcement of creditors'
rights or affecting generally the availability of equitable remedies. Neither
the execution and delivery of this Agreement, the consummation by the Company of
any of the transactions contemplated hereby nor the compliance by the Company
with any of the provisions hereof will (i) conflict with or result in a breach
of, violation of or default under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, lease, credit agreement or other
agreement, document, instrument or obligation (including, without limitation,
any of the Company's charter documents) to which the Company is a party or by
which the Company or any of the assets or properties of the Company may be bound
or (ii) violate any judgment, order, injunction, decree, statute, rule or
regulation applicable to the Company or any of the assets or properties of the
Company. To the best knowledge of the Company, no authorization, consent or
approval of any public body or authority is necessary for the consummation by
the Company of the transactions contemplated by this Agreement.
2.3. Investment Representation. The executive officers and directors of
--------------------------
the Company have the knowledge and experience in business and financial matters
to meaningfully evaluate the merits and risks of the purchase and acquisition of
the Proprietorship in exchange and consideration for the issuance, sale and
delivery of 3,000,000 Shares of Common Stock of the Company and the payment of
$14,157.00 in cash to the Seller as contemplated hereby. The executive officers
and directors of the Company shall conduct an independent review of the
business, assets, properties, books and records of the Proprietorship for the
purpose of satisfying themselves as to the truth, accuracy and completeness of
the representations and warranties made by the Seller.
2.4. Disclosure. Neither this Agreement, nor any certificate, exhibit
----------
or other written document or statement, furnished to the Seller by the Company
in connection with the transactions contemplated by this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary to be stated in order to make the statements
contained herein or therein not misleading.
3. Representations and Warranties of the Seller. The Seller hereby
----------------------------------------------
represents and warrants to the Company as follows (it being acknowledged that
the Company is entering into this Agreement in material reliance upon each of
the following representations and warranties, and that the truth and accuracy of
each of which constitutes a condition precedent to the obligations of the
Company hereunder):
3.1. Authorization. The Seller has full power, legal capacity and
-------------
authority to enter into this Agreement and all attendant documents and
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instruments necessary to consummate the transactions herein contemplated; to
sell, assign, transfer, convey and deliver the Proprietorship to the Company and
to perform all of the obligations to be performed by him hereunder. This
Agreement has been duly executed and delivered by the Seller, constitutes the
legal, valid and binding obligation of the Seller and is enforceable with
respect to the Seller in accordance with its terms, except as enforcement hereof
may be limited by bankruptcy, insolvency, reorganization, priority or other laws
or court decisions relating to or affecting generally the enforcement of
creditors' rights or affecting generally the availability of equitable remedies.
Neither the execution and delivery of this Agreement nor the consummation by the
Seller and the Proprietorship of any of the transactions contemplated hereby, or
compliance by the Seller and the Proprietorship with any of the provisions
hereof, will (i) conflict with or result in a breach of, violation of or default
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, lease, credit agreement or other agreement, document,
instrument or obligation to which either the Seller or the Proprietorship are
parties or by which the Seller or the Proprietorship or any of the assets or
properties of the Seller or the Proprietorship may be bound or (ii) violate any
judgment, order, injunction, decree, statute, rule or regulation applicable to
either the Seller or the Proprietorship or any of the assets or properties of
the Seller or the Proprietorship. To the best knowledge of the Seller, no
authorization, consent or approval of any public body or authority is necessary
for the consummation by the Seller and the Proprietorship of the transactions
contemplated by this Agreement.
3.2. Ownership of the Proprietorship. The Seller owns the Proprietorship,
-------------------------------
free and clear of (i) any lien, charge, mortgage, pledge, conditional sale
agreement or other encumbrance of any kind or nature whatsoever and (ii) any
claim as to ownership thereof or any rights, powers or interest therein by any
third party, whether legal or beneficial, and whether based on contract, proxy
or other document or otherwise.
3.3. Financial Statements. Attached hereto as Exhibit B is a true and
---------------------
complete copy of the unaudited balance sheet of the Proprietorship as of March
31, 2000 (the "Balance Sheet"), which has been certified to by the Seller. The
Balance Sheet (i) is derived from the books and records of the Proprietorship,
which books and records have been consistently maintained in a manner that
reflects, and such books and records do fairly and accurately reflect, the
assets and liabilities of the Proprietorship, (ii) fairly and accurately present
the financial condition of the Proprietorship on the date of such statement, and
(iii) have been prepared in all material respects in accordance with generally
accepted accounting principles consistently applied throughout the year
involved.
3.4. Other Business Interests. The Proprietorship has no investments,
--------------------------
directly or indirectly, or other financial interest in any other corporation or
business organization, joint venture or partnership of any kind whatsoever. It
is understood and acknowledged by the Company, however, that the Seller owns
certain other business organizations and/or additional business enterprises in
formation or to be formed, that the Seller may hereafter establish or acquire
additional businesses and enterprises and that no such other or additional
corporation, business or enterprise is now a part of, or owned by, the Company,
nor shall the Company acquire any beneficial or equitable interest in or to any
such other or additional corporation, business or enterprise as a consequence of
any of the transactions contemplated by this Agreement.
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3.5. Absence of Undisclosed Liabilities. Except as and to the extent
-----------------------------------
reflected or reserved against in the Balance Sheet, and as to matters arising in
the ordinary course of the business of the Proprietorship since the date of the
Balance Sheet that are disclosed on Exhibit C hereto, the Proprietorship has no
liability(s) or obligation(s) (whether accrued, to become due, contingent or
otherwise) which individually or in the aggregate could have a materially
adverse affect on the business, assets, properties, condition (financial or
otherwise) or prospects of the Proprietorship.
3.6. Absence of Certain Developments. Since the date of the Balance
----------------------------------
Sheet, there has been (i) no materially adverse change in the condition
(financial or otherwise) of the Proprietorship or in the assets, liabilities,
properties, business, operations or prospects of the Proprietorship; (ii) no
loss, destruction or damage to any material property or asset of the
Proprietorship, whether or not insured; (iii) no acquisition or disposition of
assets (or any contract or arrangement therefor), or any other transaction by
the Proprietorship otherwise than for fair value and in the ordinary course of
business; (iv) no discharge or satisfaction by the Proprietorship of any lien or
encumbrance or payment of any obligation or liability (absolute or contingent)
other than current liabilities shown on the Balance Sheet, or current
liabilities incurred since the date thereof in the ordinary course of business;
(v) no sale, assignment or transfer by the Proprietorship of any of the tangible
or intangible assets of the Proprietorship, cancellation by the Proprietorship
of any debts, claims or obligations, or mortgage, pledge, satisfaction of any
assets to any lien, charge, security interest or other encumbrance or waiver by
the Proprietorship of any rights of value that, in any such case, is material to
the business of the Proprietorship (whether or not in the ordinary course of
business); (vi) no payment of any bonus to or change in the compensation of the
Seller, whether directly or by means of any bonus, pension plan, contract or
commitment and no change in employee compensation, whether directly or by means
of any bonus, pension plan, contract or commitment; (vii) no write-off or
material reduction in the carrying value of any asset that is material to the
business of the Proprietorship; (viii) no disposition or lapse of rights as to
any intangible property that is material to the business of the Proprietorship;
(ix) except for ordinary travel advances, no loans or extensions of credit to
the Seller; (x) no entry into any commitment or transaction by the
Proprietorship (including, without limitation, any borrowing or capital
expenditure) involving an amount in excess of $1,000.00; and (xi) no agreement
to do any of the things described in this Section 3.6.
3.7. Tangible Personal Property. Exhibit A sets forth a complete list of
--------------------------
all items of tangible personal property owned or leased and used by the
Proprietorship in the current conduct of its business. Except as set forth on
Exhibit C, the Proprietorship has, and at the Closing will have, good and
marketable title to, and be in possession of, all such items of personal
property owned by the Proprietorship, free and clear of all title defects,
mortgages, pledges, security interests, conditional sales agreements, liens,
restrictions or encumbrances whatsoever. Each item of capital equipment that is
used in the current conduct of the Proprietorship's business is, and on the
Closing Date will be, in good operating and usable condition and repair,
ordinary wear and tear excepted, and is and will be suitable for use in the
ordinary course of the Proprietorship's business and fit for its intended
purposes, except as may be set forth on Exhibit C.
-4-
3.8. Tax Matters. The Proprietorship has, since its inception, duly
------------
filed all federal, state, county and local tax returns required to be filed by
it in those jurisdictions where the nature or conduct of the business of the
Proprietorship requires such filing and where the failure to so file would be
materially adverse to the Proprietorship. Copies of all such tax returns have
been furnished to the Company prior to the execution hereof. All federal, state,
county and local taxes, including but not limited to those taxes due with
respect to the Proprietorship's properties, income, gross receipts, excise,
occupation, franchise, permit, licenses, sales, payroll and inventory due and
payable as of the date hereof by the Proprietorship have been paid. No amount is
required to be reflected in the Balance Sheet as a liability or reserve for
taxes that are due but not yet payable and, to the best knowledge of the Seller,
the Proprietorship has no accrued and unpaid taxes of the types referred to
hereinabove.
3.9. Contracts and Commitments. The Proprietorship has no contract,
---------------------------
agreement, obligation or commitment, written or verbal, express or implied, that
involves a commitment or liability in excess of $1,000.00 or for a term of more
than six months, and no union contracts, employee or consulting contracts,
financing agreements, debtor or creditor arrangements, licenses, franchise,
manufacturing, distributorship or dealership agreements, leases or bonus, health
or stock option plans, except as described on Exhibit C. True and complete
copies of all such contracts and other agreements listed on Exhibit C have been
made available to the Company prior to the execution hereof. The Seller has no
knowledge of any circumstances that would affect the validity or enforceability
of any of such contracts and other agreements in accordance with their
respective terms. The Seller has performed and complied in all material respects
with all obligations required to be performed by it to date under, and is not in
default (without giving effect to any required notice or grace period) under, or
in breach of, the terms, conditions or provisions of any of such contracts and
other agreements. The validity and enforceability of any contract or other
agreement described herein shall not in any manner be affected by the execution
and delivery of this Agreement without any further action.
3.10. Patents, Trade Secrets and Customer Lists. The Proprietorship has
-------------------------------------------
no patents, applications for patents, trademarks, applications for trademarks,
trade names, licenses or service marks relating to the business of the
Proprietorship except as set forth on Exhibit C hereto, nor does any present or
former officer, director or employee of the Proprietorship own any patent rights
relating to any products manufactured, rented or sold by the Proprietorship.
Except as disclosed on Exhibit C, The Proprietorship has the unrestricted right
to use, free and clear of any claims or rights of others, all trade secrets,
customer lists and manufacturing and secret processes reasonably necessary to
the manufacture and marketing of all products made or proposed to be made by the
Proprietorship, and the continued use thereof after the Closing by the
Proprietorship will not conflict with, infringe upon or otherwise violate any
rights of others. Except as set forth on Exhibit C, the Proprietorship has used
or is making use of any confidential information or trade secrets of any present
or past employee of the Proprietorship.
3.11. No Pending Material Litigation or Proceedings. Except as disclosed
----------------------------------------------
on Exhibit C, there are no actions, suits or proceedings pending or threatened
against or affecting the Proprietorship (including actions, suits or proceedings
where liabilities may be adequately covered by insurance) at law or in equity or
before or by any federal, state, municipal or other governmental department,
commission, court, board, bureau, agency or instrumentality, domestic or
foreign, or affecting the Seller in connection with the business, operations or
-5-
affairs of the Proprietorship, which might result in any adverse change in the
business, properties or assets, or in the condition (financial or otherwise) of
the Proprietorship, or which might prevent the sale of the Proprietorship
pursuant to this Agreement. Except as disclosed on Exhibit C, the Proprietorship
has not, during the three (3) years prior to the Closing Date, been threatened
with any action, suit, proceeding or claim (including actions, suits,
proceedings or claims where its liabilities may be adequately covered by
insurance) for personal injuries allegedly attributable to products sold or
services performed by the Proprietorship asserting a particular defect or
hazardous property in any of the Proprietorship's respective products, services
or business practices or methods, nor has the Proprietorship been a party to or
threatened with proceedings brought by or before any Federal or state agency;
and the Seller has no knowledge of any defect or hazardous property claimed or
actual in any such product, service or business practice or method. The
Proprietorship is not subject to any voluntary or involuntary proceeding under
the United States Bankruptcy Code and has not made an assignment for the benefit
of creditors.
3.12. Insurance. The Proprietorship maintains insurance with reputable
---------
insurance companies on such of the Proprietorship's equipment, tools, machinery,
inventory and properties as are usually insured by companies similarly situated
and to the extent customarily insured, and maintains products and personal
liability insurance, workers' compensation insurance and such other insurance
against hazards, risks and liability to persons and property as is customary for
companies similarly situated. A true and complete listing and general
description of each of the Proprietorship's insurance policies as currently in
force is set forth on Exhibit C hereto. All such insurance policies are, and at
the Closing shall be, in full force and effect.
3.13. Arrangements with Personnel. Except as set forth on Exhibit C
-----------------------------
hereto, the Seller, who is the Proprietorship's sole employee, is not a party to
any transaction with the Proprietorship, including without limitation any
contract, loan or other agreement or arrangement providing for the furnishing of
services by, the rental of real or personal property from or to, or otherwise
requiring loans or payments to, the Seller, or to any member of the family of
the Seller, or to any corporation, partnership, trust or other entity in which
the Seller or any member of the family of the Seller has a substantial interest
or is an officer, director, trustee, partner or employee. There is set forth on
Exhibit C a list showing (i) the name, title, date and amount of last
compensation increase, and aggregate compensation, including amounts paid or
accrued pursuant to any bonus, pension, profit sharing, commission, deferred
compensation or other plans or arrangements in effect as of the date of this
Agreement, of the Seller, as well as any employment agreements relating to the
Seller; (ii) all powers of attorney from the Proprietorship to any person or
entity; (iii) the name of each person or entity authorized to borrow money or
incur or guarantee indebtedness on behalf of the Proprietorship; (iv) all safes,
vaults and safe deposit boxes maintained by or on behalf of the Proprietorship
and the names of all persons authorized to have access thereto; and (v) all bank
and savings accounts of the Proprietorship and the names of all persons who are
authorized signatories with respect to such accounts, the capacities in which
they are authorized and the terms of their authorizations.
3.14. Labor Relations. The Proprietorship has no obligations under any
---------------
employment contract or consulting agreement or under any executive's
compensation plan, agreement or arrangement, except as set forth on Exhibit C.
The Proprietorship has furnished to the Company a copy of all written personnel
policies, including without limitation vacation, severance, bonus, pension,
profit sharing and commissions policies, applicable to the Proprietorship's
employees.
-6-
3.15. Compliance with Laws. The Proprietorship holds all licenses,
----------------------
franchises, permits and authorizations necessary for the lawful conduct of its
business as presently conducted, and has complied with all applicable statutes,
laws, ordinances, rules and regulations of all governmental bodies, agencies and
subdivisions having, asserting or claiming jurisdiction over the Proprietorship
with respect to any part of the conduct of the business and corporate affairs of
the Proprietorship.
3.16. Relationships with Customers and Suppliers. No present customer or
-------------------------------------------
substantial supplier to the Proprietorship has indicated an intention to
terminate or materially and adversely alter its existing business relationship
with the Proprietorship, and the Company has no reason to believe that any of
the Proprietorship's present customers or substantial suppliers intends to do
so.
3.17. Disclosure. Neither this Agreement, nor any certificate, exhibit or
----------
other written document or statement, furnished to the Company by the Seller or
the Proprietorship in connection with the transactions contemplated by this
Agreement contains or will contain any untrue statement of a material fact or
omits or will omit to state a material fact necessary to be stated in order to
make the statements contained herein or therein not misleading.
4. Additional Agreements of the Parties.
------------------------------------
4.1 Taxes and Expenses.
------------------
(a) Except as otherwise expressly provided in subsection (b) immediately
below, the Company, on the one hand, and the Seller and the Proprietorship, on
the other hand, shall each pay all of their own respective taxes, attorneys'
fees and other costs and expenses payable in connection with or as a result of
the transactions contemplated hereby and the performance and compliance with all
agreements and conditions contained in this Agreement respectively to be
performed or observed by each of them.
(b) The Company shall pay any and all Colorado taxes, if any, which
become due on account of the sale, assignment, transfer, conveyance and delivery
of 100% of the Seller's interest in the Proprietorship to the Company.
4.2. Expiration of Representations and Warranties. The representations
----------------------------------------------
and warranties of the Company and the Seller contained herein and in any other
document or instrument delivered by or on behalf of them, as such may be
qualified in Exhibit C, shall remain in full force and effect for a period of
three (3) years after the date hereof (the "Warranty Period") and thereupon
expire.
4.3. Indemnification. The Seller hereby agrees to indemnify and hold the
---------------
Company harmless with respect to any and all claims, losses, damages,
obligations, liabilities and expenses, including, without limitation, reasonable
legal and other costs and expenses of investigating and defending any actions or
threatened actions, that the Company may incur or suffer following the date
hereof by reason of any breach of any of the representations and warranties of
the Seller contained herein, during the Warranty Period during which any such
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representation and warranty shall survive as provided herein, provided that the
Company complies with the following indemnification procedure:
(i) The Company shall give written notice to the Seller of a
claim for indemnification within the Warranty Period; which notice shall
set forth the amount involved in the claim for indemnification and contain
a reasonably thorough description of the facts constituting the basis of
such claim.
(ii) The Seller shall have a period of thirty (30) days from the
receipt of the notice referred to above to respond to the indemnity claim
to the satisfaction of the Company.
(iii) If a third party claim is asserted that might result in a
claim for indemnification hereunder, all information within the Company's
knowledge or control relevant and material to the defense of any such claim
shall promptly be made available to the Seller and his authorized
representatives, and the Company shall otherwise cooperate with the Seller
in the defense of the claim. The Company shall not settle or compromise any
such claim without the prior written consent of the Seller unless suit
shall have been instituted against the Company and the Seller shall have
failed, after reasonable notice of institution of the suit, to take control
of such suit as provided below. If the Seller admits in writing that he
will be liable to the Company with respect to the full amount and as to all
material elements of a third party claim alleging damages, should the third
party prevail in such suit, the Seller shall have the right to assume full
control of the defense of such claim. Otherwise, the Company shall have and
retain the right to control the defense of such claim, and the Seller shall
be entitled to participate in the defense of such claim only with the
Company's consent.
5. Miscellaneous.
-------------
5.1. Other Documents. Each of the parties hereto shall execute and
----------------
deliver such other and further documents and instruments, and take such other
and further actions, as may be reasonably requested of him or it for the
implementation and consummation of this Agreement and the transactions herein
contemplated.
5.2. Parties in Interest. This Agreement shall be binding upon and inure
-------------------
to the benefit of the parties hereto, and the heirs, personal representatives,
successors and assigns of all of them, but shall not confer, expressly or by
implication, any rights or remedies upon any other party.
5.3. Governing Law. This Agreement is made and shall be governed in all
-------------
respects, including validity, interpretation and effect, by the laws of the
State of Colorado.
5.4. Notices. All notices, requests or demands and other communications
-------
hereunder must be in writing and shall be deemed to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:
-8-
(a) If to the Company, to:
XXXxxxxxx.xxx, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx X. XxXxxxx, President
With copies to:
Xxxxxxxx Xxxx, Esq.
Xxxx & Associates
0000 Xxxxxxx Xxxxxx, Xxxxx #0000
Xxxxxx, Xxxxxxxx 00000
(b) If to any of the Seller, to:
Xx. Xxxxx X. XxXxxxx
0000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Any party hereto may change his or its address by written notice to the
other parties given in accordance with this Section 5.4.
5.5. Entire Agreement. This Agreement and the exhibits attached hereto
----------------
contain the entire agreement between and among the parties and supersede all
prior agreements, understandings and writings between or among the parties with
respect to the subject matter hereof and thereof. Each party hereto acknowledges
that no representations, inducements, promises or agreements, verbal or
otherwise, have been made by any party, or anyone acting with authority on
behalf of any party, which are not embodied herein or in an exhibit hereto, and
that no other agreement, statement or promise may be relied upon or shall be
valid or binding. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated verbally. This Agreement may be amended or any
term hereof may be changed, waived, discharged or terminated by an agreement in
writing signed by all parties hereto.
5.6. No Equitable Conversion. Neither the execution of this Agreement
-------------------------
nor the performance of any provision contained herein shall cause any party
hereto to be or become liable in any respect for the operations of the business
of any other party, or the condition of property owned by any other party, for
compliance with any applicable laws, requirements or regulations of, or taxes,
assessments or other charges now or hereafter due to, any governmental authority
or for any other charges or expenses whatsoever pertaining to the conduct of the
business or the ownership, title, possession, use or occupancy of any other
party.
5.7. Headings. The captions and headings used herein are for convenience
--------
only and shall not be construed as part of this Agreement.
-9-
5.8. Attorneys' Fees. In the event of any litigation between or among
----------------
the parties hereto, the non-prevailing party or parties shall pay the reasonable
expenses, including but not limited to the attorneys' fees, of the prevailing
party or parties in connection therewith.
5.9 Counterparts. This Agreement may be executed in counterparts, each
------------
of which shall be deemed an original but all of which taken together shall
constitute but one and the same document.
IN WITNESS THEREOF, the parties hereto have duly executed and delivered
this Agreement effective as of the day and year first above written.
THE COMPANY: THE PROPRIETORSHIP:
XXXXXXXXX.XXX, INC. XXX XXXXXXX PHOTOGRAPHY
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxx X. XxXxxxx
-------------------------------------- ---------------------------------
Xxxxx X. Xxxxxxxx, Secretary/Treasurer Xxxxx X. XxXxxxx, Sole Proprietor
THE SELLER:
Xxxxx X. XxXxxxx
--------------------------------------
Xxxxx X. XxXxxxx, Individually
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EXHIBIT A
Current Assets
--------------
Cash (checking/savings - 1st Bank) $ 1,046.67
Inventory
Matted photographs $ 6,065.08
Matted/framed photographs 4,593.05 10,658.13
-----------
Prepaid booth rental deposits 6,680.00
-----------
Total current assets $ 18,584.80
Fixed Assets
------------
Display set (less accumulated depreciation) $ 676.65
Computer equipment (less accumulated depreciation) 2,492.01
Photography equipment (less accumulated depreciation) 75.00
Other equipment (less accumulated depreciation) 0.00
Furniture (less accumulated depreciation) 467.82
-----------
$ 3,711.48
Other Assets
------------
Other assets $ 1,590.00
-----------
Total assets $ 22,886.28
-11-
