EXHIBIT 10.2
TRANSFER AND ASSUMPTION AGREEMENT
This Transfer and Assumption Agreement (the "Agreement") is entered
into and dated effective as of May 31, 2005 (the "Effective Date") by and among
Cyber Merchants Exchange, Inc., a California corporation (the "Company"), ASAP
Show Inc., a Nevada corporation ("ASAP"), and Xxxxx Xxxx, an adult resident of
the State of California ("Yuan").
RECITALS
A. ASAP is a wholly owned subsidiary of the Company without any
business assets or activities, and the Company owns all of the capital stock of
ASAP.
B. The Company desires to transfer its existing trade show business
operations ("Business") and any and all assets in connection with the Business
to ASAP in accordance with the terms hereof.
C. ASAP desires to acquire and purchase from the Company, as of the
Effective Date, all of assets of every kind and description (including cash,
accounts receivable, inventory, equipment, contracts, deposits and prepaid
expenses) used in or related to the Business together with all assets of the
Company (but specifically excluding from such assets, the capital stock of ASAP
owned by the Company) (the foregoing assets being referred herein collectively
as the "Assets").
D. The Assets to be acquired by ASAP include, but shall not be limited
to, those specifically set forth on Schedule A attached hereto, which Schedule A
shall be revised and amended by the parties hereto within thirty (30) days after
the Effective Date based on an audit of the Company's and ASAP's financial
statements by Xxxxxx and Company, LLP (the "Auditor") as of the Effective Date.
E. As consideration for the transfer of the Assets by the Company to
ASAP, ASAP has agreed to assume, perform and pay each and every liability and
obligation of the Company (including, without limitation, accounts and trade
payables, accrued expenses, payroll liabilities, deferred revenue, customer
deposits, loans, and obligations under contracts and agreements) as of the
Effective Date including, without limitation, the liabilities of the Company set
forth on Schedule B attached hereto, which Schedule B shall be revised and
amended by the parties hereto within thirty (30) days after the Effective Date
based on an audit of the Company's and ASAP's financial statements by the
Auditor as of the Effective Date.
F. Yuan desires to forever and irrevocably release the Company from any
and all obligations and claims with respect to any debt and/or obligations of
the Company owed to Yuan from and through the Effective Date ("Yuan
Obligations") including, without limitation, (i) any obligations of the Company
incurred in connection with Yuan's capacity as an employee, officer and director
of the Company, and (ii) any obligations of the Company with respect to advances
and loans made by Yuan to the Company, which obligations will be assumed by ASAP
pursuant to the terms hereof ("Yuan Loans").
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G. Following the completion of the transactions contemplated hereunder
and the modification of Schedules A and B pursuant to the audit of the Company's
financial statements by auditor, the Company desires to distribute all of the
capital stock of ASAP to its stockholders on a pro rata basis ("Distribution").
H. Following the completion of the transactions contemplated under this
Agreement and the Distribution, and subject to the satisfaction of the
conditions contained on a certain Securities Purchase Agreement by and among the
Company, Yuan and KI Equity Partners II, LLL ("KI Equity") dated November 19,
2004, as may be amended from time to time by the parties ("Purchase Agreement"),
KI Equity has agreed to subscribe for and purchase certain capital stock of the
Company for a purchase price of $415,000 ("Subscription Funds").
I. Upon receipt of the Subscription Funds by the Company, the Company
will handle and disburse such Subscription Funds in the manner set forth in this
Agreement, with any portion of the Subscription Funds remaining being paid to
ASAP as a reduction of its purchase price for the Assets, subject to the
Company's maintenance of a $50,000 reserve for future indemnity claims
hereunder.
AGREEMENTS
NOW, THEREFORE, in consideration of the above recitals, the following
representations, warranties, covenants and conditions, and other good and
valuable consideration, the receipt of which is acknowledged, the parties agree
as follows:
1. TRANSFER OF ASSETS. On the Effective Date, the Company hereby sells,
assigns, conveys, transfers and delivers to ASAP, on an "AS IS, WHERE IS" basis,
without any warranties or representations of any kind or nature, all of the
Assets. Within thirty (30) days following the Effective Date, the Company and
ASAP shall cause the Auditor to deliver to the Company and ASAP the audited
financial statements of the Company and ASAP as of the Effective Date. Upon such
delivery, the Company and ASAP shall update and amend the Schedule A attached
hereto and provide any supporting schedules reasonably required to identify the
Assets in detail.
2. ASSUMPTION OF LIABILITIES. ASAP hereby assumes, and agrees to pay,
observe and perform all of the duties, obligations, terms, provisions and
covenants of all of Company's burdens, debts, obligations and liabilities of
every nature and kind, whether liquidated or contingent, xxxxxx or inchoate,
known or unknown, including but not limited to Company's accounts and trade
payables, accrued expenses, payroll liabilities, vacation and sick pay accruals,
deferred revenue, customer deposits, Yuan Loans, loans from Xxxxxxx Xxx, vendor
and customer claims, obligations under any contracts, agreement, instruments,
licenses and leases, accrued salaries and benefits, taxes of any kind or nature
(including all taxes of the Company arising out of or with respect to the
transactions under this Agreement and the Distribution), filings made with any
regulatory agencies, fines and penalties, obligations, damages or expenses
(including fines and penalties) arising as a result of the Company's failure to
comply with any laws, rules or regulations applicable to the Company or the
Business (including, without limitation, any and all laws, rules and regulations
under and with respect to the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended), employment matters and benefits
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(including any and all liabilities arising out of or with respect to the
termination of the Company's employees under this Agreement whether for
severance, health care insurance continuation or any other matter), employment
and consulting contracts, debt, subordinated debt, claims made by any past or
current holders of the Company's securities, warranties and other customer
claims, actions and proceedings, pending or threatened, and liabilities,
obligations or claims, whether or not presently asserted, arising out of,
relating to or connection with the Assets or the Business heretofore conducted
by the Company or any of its affiliates and subsidiaries at any time prior to
the Effective Date (the "Assumed Liabilities"). The Assumed Liabilities shall
include, but not be limited to: (i) all of the Company's liabilities and
obligations under any contracts or agreements to which the Company is party
including all obligations for the payment of past, current or future amounts
payable thereunder (including, without limitation, the lease of the Company's
office facilities in El Monte, California, any distribution, license, joint
venture agreement involving the Company, and any other contract or agreement
relating to the Company or the Business) ("Contract Liabilities"); (ii) each of
the liabilities set forth on Schedule B hereto, as may be amended and updated as
provided herein, (iii) any claims by past or present stockholders, debt holders,
warrant holders, or option holders of the Company on account of actions or
events occurring prior to the Effective Date and/or with respect to the
Distribution, and (iv) any and all obligations of the Company with respect to
the stock option or incentive plans of the Company and any and all options and
shares issued under such plans ("Option Plans").
Within thirty (30) days following the Effective Date, the Company and
ASAP shall cause the Auditor to deliver to the Company and ASAP the audited
financial statements of the Company and ASAP as of the Effective Date. Upon such
delivery, the Company and ASAP shall update and amend the Schedule B attached
hereto and provide any supporting schedules reasonably required to identify the
Assumed Liabilities in detail.
Within thirty (30) days following the Effective Date, ASAP shall have:
(i) paid in full each of the liabilities set forth on Schedule B hereto, as
amended and modified, or provided for the payment thereof out the Subscription
Funds, or obtained the consent to the assumption of such liability by ASAP and a
release of liability in favor of the Company; and (ii) obtained the consent to
the assumption of all Contract Liabilities and a release of liability thereunder
in favor of the Company from the third party to whom liability or obligation is
owed now or in the future ("Release").
3. ADDITIONAL AGREEMENTS. ASAP agrees to: (i) pay any and all taxes of
any kind incurred by the Company with respect to the transactions contemplated
under this Agreement and the Distribution ("Transaction Taxes"), (ii) distribute
any and all tax forms or reports to the recipients of the Distribution, and (ii)
pay and be responsible for any and all costs and expenses incurred by the
Company, ASAP or Yuan in connection with this Agreement, the Purchase Agreement,
the Distribution and any other matters relating to the foregoing (including,
without limitation, all fees and expenses for accounting, legal, transfer agent,
filing fees, stockholder mailings, consulting, finders, commissions, taxes,
transfer fees, and other charges of any kind or nature whatsoever) ("Transaction
Costs"). The Transactions Costs shall include the $30,000 finders' fee due and
payable at the closing of the Purchase Agreement to Xxxxxx Xxxxxx/Xxxx Xxxxxxx
and all costs and expenses incurred by the Company, ASAP or Yuan from and after
the Effective Date through and including the closing of the Purchase Agreement.
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The parties hereto agree that the Distribution shall not be effected
until such time as: (i) the Auditor has delivered the audited financial
statements of the Company and ASAP, which shall be reasonably acceptable to KI
Equity, (ii) the Schedules A and B hereto have been modified and amended as
contemplated hereunder, which modifications and amendments shall be reasonably
acceptable to KI Equity, and (iii) all conditions under the Purchase Agreement
have been satisfied or waived by the parties thereto.
Upon closing of the Purchase Agreement, the Subscription Funds shall be
paid direct to the Company subject to the following provisions. The Company
shall have the right to pay out the Subscription Funds, without any further
action or consent by any party: (i) any of the Assumed Liabilities which have
not been paid in full or for which a Release has not been obtained, (ii) any
expenses, costs or liabilities of any kind incurred by the Company from the
Effective Date through the closing of the Purchase Agreement, (iii) any of the
Transaction Taxes or Transaction Costs, and (iv) any of the Contract Liabilities
for which the Company has not been released. After making the payments as
specified in the foregoing sentence, the Company shall remit to ASAP the
remaining amount of the Subscription Funds which shall be treated as a reduction
of the purchase price paid by ASAP for the Assets; provided, however, that the
Company shall retain $50,000 of such funds to establish an indemnity reserve
("Indemnity Reserve") to be handled in accordance with this Agreement. The
Indemnity Reserve shall be available to the Company to satisfy any
indemnification obligations of Yuan and ASAP under this Agreement and any
indemnification obligations of Yuan under the Purchase Agreement. On the date
six months (6) months following the closing of the Purchase Agreement, to the
extent that the Indemnity Reserve has not and is not the subject of an
indemnification claim under this Agreement or the Purchase Agreement, the
Indemnity Reserve (less any payments made therefrom) shall be paid by the
Company to ASAP, without interest.
4. WAIVER AND RELEASE. Yuan, for himself and on behalf of all his
spouse and family members and all affiliated persons and entities, hereby
waives, and forever releases and discharges the Company from any and all
liabilities or obligations with respect to the Yuan Obligations including,
without limitation, any interest, charges, penalties or other charges arising
under or related to the Yuan Obligations, and further including the obligations
under the Yuan Loans which have assumed by ASAP under this Agreement. ASAP
hereby waives, and forever releases and discharges the Company from any and all
debts, claims, liabilities or obligations of any kind owed by the Company to
ASAP.
5. INDEMNIFICATION. ASAP and Yuan hereby jointly and severally agree to
indemnify and hold harmless the Company and its directors, officers, managers,
members, shareholders, agents and employees (each, an "Indemnified Person") from
and against any losses, claims, expenses, damages or liabilities (or actions or
proceedings in respect thereof) ("Damages") incurred by any Indemnified Person
arising out of or with respect to the Assumed Liabilities or the breach by ASAP
or Yuan of any representation, warranty or agreement hereunder ("Indemnity
Claim"), and ASAP and Yuan shall reimburse any Indemnified Person for all
expenses (including reasonable counsel and expert fees) as they are incurred by
any such Indemnified Persons in connection with any Indemnity Claim, including
any costs and expenses for investigating, preparing or defending any action or
proceeding, whether pending or threatened, and whether or not such Indemnified
Person is a party hereto.
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If at any time the Company determines to assert a right to
indemnification under this Section 5, Company shall give to ASAP or Yuan written
notice describing the matter for which indemnification is sought in reasonable
detail. In the event that a demand or claim for indemnification is made
hereunder with respect to a matter the amount or extent of which is not yet
known or certain, the notice of demand for indemnification shall so state, and,
where practicable, shall include an estimate of the amount of the matter. The
failure of the Company to give notice of any matter to ASAP or Yuan shall not
relieve ASAP or Yuan of any liability that ASAP or Yuan may have to the Company.
Within 10 days after receipt of the notice referred to above, ASAP or Yuan shall
(i) acknowledge in writing its responsibility for all or part of such matter,
and shall pay or otherwise satisfy the portion of such matter as to which
responsibility is acknowledged or take such other action as is reasonably
satisfactory to the Company to resolve any such matter that involves anyone not
a party hereto, or (ii) give written notice to the Company of its intention to
dispute or contest all or part of such responsibility. Upon delivery of such
notice of intention to contest, the parties shall negotiate in good faith to
resolve as promptly as possible any dispute as to responsibility for, or the
amount of, any such matter. If such dispute is not resolved within 10 days, such
dispute shall be submitted to arbitration as provided under Section 10(h)
hereof.
ASAP or Yuan shall have the authority and right to satisfy such
Indemnity Claims, without notice or cost to the Company, and the Company shall
reasonably cooperate with ASAP or Yuan as necessary to dispute and defend
against any indemnification claim as determined by ASAP or Yuan, at ASAP's
and/or Yuan's expense, and the Company shall supply any necessary confirmation
or available documentation as related to the defense of any indemnification
claim involving a third party. In the event ASAP or Yuan fail to pay an
indemnification claim for which ASAP or Yuan accept responsibility or for which
ASAP or Yuan is determined to be responsible under this Agreement or the
Purchase Agreement, the Company may use Indemnity Reserve maintained by it under
Section 3 to pay and satisfy such claim.
6. RELEASE OF ALL CLAIMS. ASAP and Yuan, for themselves and each of
their respective successors and assigns, hereby forever release the Company and
its successors and assigns, and their respective past and present officers and
directors, employees, shareholders, members, consultants, attorneys,
accountants, other professionals, insurers, agents and all other related
entities, including, but not limited to, assigns, predecessors, successors,
controlling corporations, subsidiaries or other affiliates (jointly, the
"RELATED PARTIES") from any and all claims, demands, and causes of action of
every kind and nature, including, without limitation, those relating to or
arising out of the Yuan Obligations, and any federal, state or local laws, and
common law; provided, however, that nothing contained herein shall be construed
to limit in any way the rights of either party, and their successors and
assigns, to enforce the terms of this Agreement. ASAP and Yuan irrevocably agree
to refrain from directly or indirectly asserting any claim or demand or
commencing (or causing to be commenced) any suit, action, or proceeding of any
kind, in any court or before any tribunal, against the Company and its Related
Parties based upon any released claim.
7. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company represents and
warrants to ASAP and Yuan that: (i) on the date of this Agreement, Company has
all necessary authority to execute this Agreement; (ii) there is no claim,
action, suit or other proceeding pending, threatened or known, which, if decided
adversely, would interfere with the consummation of the transaction contemplated
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hereby; (iii) no approval or consent of any governmental authority or third
party is required for Company to enter into or perform this Agreement; (iv) this
Agreement is enforceable in accordance with its terms, subject to the laws of
insolvency and general principles of equity; and (v) this Agreement has been
duly authorized and adopted by the Company.
8. REPRESENTATIONS AND WARRANTIES OF ASAP AND YUAN. ASAP and Yuan
represent to Company that: (i) on the date of this Agreement, ASAP and Yuan have
all necessary authority to execute this Agreement; (ii) there is no claim,
action, suit or other proceeding pending, threatened or known against ASAP and
Yuan, which, if decided adversely, would interfere with the consummation of the
transaction contemplated hereby; (iii) no approval or consent of any
governmental authority or third party is required for ASAP and Yuan to enter
into or perform this Agreement; (iv) this Agreement is enforceable against ASAP
and Yuan in accordance with its terms, subject to the laws of insolvency and
general principles of equity; and (v) this Agreement has been duly authorized
and adopted by ASAP.
9. DELIVERY AND COOPERATION. If either party requires any further
documentation, the other party will promptly respond to any reasonable requests
for additional documentation.
10. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns. KI Equity shall be a
third party beneficiary under this Agreement to the extent it may be entitled to
receive payment of the Indemnity Reserve for an indemnification obligation of
Yuan under the Purchase Agreement, and KI Equity shall have the right to enforce
such provisions as if it was a signatory to this Agreement.
(b) SURVIVAL OF COVENANTS AND REPRESENTATIONS. All agreements,
covenants, representations and warranties made by the parties herein shall
survive the delivery of this Agreement.
(c) SEVERABILITY. Should any part of this Agreement for any reason
be declared invalid or unenforceable, such decision will not affect the validity
or enforceability of any remaining portion, which remaining portion will remain
in force and effect as if this Agreement had been executed with the invalid
portion thereof eliminated, and it is hereby declared as the intention of the
parties hereto that the parties would have executed the remaining portion of
this Agreement without including therein any such part or portion that may, for
any reason, be hereafter declared invalid or unenforceable.
(d) GOVERNING LAW AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada, without reference
to choice of law principles.
(e) CAPTIONS. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
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(f) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement among the parties hereto concerning the subject matter contained
herein, and supersedes all prior agreements or understanding of the parties. No
provision of this Agreement may be waived or amended except in a writing signed
by both parties. A waiver or amendment of any term or provision of this
Agreement shall not be construed as a waiver or amendment of any other term or
provision.
(g) COUNTERPARTS. This Agreement may be executed by facsimile
signatures and in multiple counterparts, each of which shall be deemed an
original. It shall not be necessary that each party executes each counterpart,
or that any one counterpart be executed by more than one party so long as each
party executes at least one counterpart.
(h) ARBITRATION. All disputes, controversies or claims ("DISPUTES")
arising out of or relating to this Agreement shall in the first instance be the
subject of a meeting between a representative of each party who has
decision-making authority with respect to the matter in question. Should the
meeting either not take place or not result in a resolution of the Dispute
within twenty (20) business days following notice of the Dispute to the other
party, then the Dispute shall be resolved in a binding arbitration proceeding to
be held in Denver, Colorado in accordance with the international rules of the
American Arbitration Association. The arbitrators may award attorneys' fees and
other related arbitration expenses, as well as pre- and post-judgment interest
on any award of damages, to the prevailing party or parties, in their sole
discretion. The parties agree that a panel of three arbitrators shall be
required, all of whom shall be fluent in the English language, and that the
arbitration proceeding shall be conducted entirely in the English language. Any
award of the arbitrators shall be deemed confidential information for a minimum
period of five years.
[Remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first
written above.
CYBER MERCHANTS EXCHANGE, INC.
By:
-----------------------------------------
Xxxxx Xxxx, President
-----------------------------------------
Xxxxx Xxxx, Individually
ASAP SHOW INC.
By:
-----------------------------------------
Xxxxx Xxxx, President
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SCHEDULE A
ASSETS
ASSETS May 31, 2005
------------
Current Assets
Checking/Savings
1000 - Cash and Cash Equivalents
1004 - Xxxxx Cash 500.00
1006 - Checking - First United Bank 65,547.20
1011 - Xxxxx Cash - Taiwan 500.00
1012 - Xxxxx Cash - Hong Kong 500.00
1014 - Checking - Far East National 2,819.18
----------
Total 1000 - Cash and Cash Equivalents 69,866.38
----------
Total Checking/Savings 69,866.38
Accounts Receivable
1500 - Accounts Receivable
1500 - Accounts Receivable - Other 14,684.07
----------
Total 1500 - Accounts Receivable 14,684.07
1503 - ASAP Show 18,496.91
1520 - China Buying Trip Receivable 30,209.27
1525 - Commission Receivables 37,502.20
----------
Total Accounts Receivable 100,892.45
Other Current Assets
1650 - Employee Advances 1,270.00
1700 - Prepaid Expenses 17,872
1710 - Prepaid ASAP Expenses 45,611.90
----------
Total Other Current Assets 64,754
----------
Total Current Assets 235,513
Other Assets
2700 - Deposits
2701 - Deposit - Rent 11,368.00
----------
Total 2700 Deposits 11,368.00
----------
Total Other Assets 11,368.00
----------
TOTAL ASSETS 246,881
==========
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SCHEDULE B
ASSUMED LIABILITIES
LIABILITIES May 31, 2005
------------
Liabilities
Current Liabilities
Accounts Payable
Advance Magazine Group 3,293.50
American Express 313,291.52
Cingular Wireless 690.81
Xxxxxx & Company LLP 3,850.00
DHL Express (USA) Inc. 130.22
Xxxxxx Xxxxxxxx 332.79
MnM Publishing Corp. 1,700.00
Xxxxxxxx Xxxxxx 711.53
Paychex 152.96
Preferred Employers Insurance Company 877.00
Staples Credit Plan 168.27
Xxxxxx Xxxxxxx 236.90
Telepacific Communications 880.93
The Xxxx Law Group, PLLC 7,004.61
------------
3100 - Accounts Payable 333,321.04
------------
Total Accounts Payable 333,321.04
Other Current Liabilities
3210 - Accrued Expenses 69,481.58
3300 - Payroll Liabilities
3321 - Vacation Accrual 12,210.06
3322 - Sick Day Accrual 6,467.91
------------
Total 3300 - Payroll Liabilities 18,677.97
3400 - Deferred Revenue 152,656.00
3420 - Customer Deposits 34,337.17
3506 - Loan - Xxxxx Xxxx 407,622.74
3507 - Loan - Xxxxxxx Xxx 100,000.00
------------
Total Other Current Liabilities 782,775.46
------------
Total Current Liabilities 1,116,096.50
------------
Total Liabilities 1,116,096.50
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SCHEDULE B (CONTINUED)
ASSUMED LIABILITIES
o The Company terminated its health insurance plan as of May 31, 2005, and
each Company employee as of May 31, 2005 became an employee of ASAP on
June 1, 2005 and eligible for the health insurance plan established and
maintained by ASAP for the benefit of ASAP employees. Each Company
employee signed a release agreement in favor of the Company releasing the
Company from any liabilities or obligations whatsoever including, without
limitation, any severance benefits.
o All stock options granted by the Company have expired by their terms or
have been cancelled by mutual agreement of the Company and each holder
thereof. ASAP has agreed to grant stock options to ASAP employees in the
future.
o The Company had a consultant agreement with Xx. Xxxxxx to serve as
Director of Global Operations as an independent contractor for the ASAP
Show at the annual rate of $72,000, payable in semi-monthly installments.
In addition, Xx. Xxxxxx is being paid a bonus of $1,500 per month, as
detailed in the agreement. Xx. Xxxxxx and the Company mutually terminated
this consulting agreement effective May 31, 2005, and Xx. Xxxxxx released
the Company from any liabilities and obligations including any stock
options granted to Xx. Xxxxxx, which such options were cancelled by the
parties. ASAP has agreed to grant Xx. Xxxxxx certain stock options in the
future.
o Office Lease Agreement: The Company leases its corporate headquarters
located at 0000 Xxxxxxx Xxxxxx, Xxxxx X, Xx Xxxxx, Xxxxxxxxxx 00000. The
lease commenced on March 15, 2003, and expires on March 31, 2006. The
Company currently leases approximately 9,800 square feet at an average
monthly rent of approximately $5,880. This lease was superceded by a new
lease agreement for the premises dated June 28, 2005 under which ASAP and
Yuan were the named tenants.
o The Venetian Resort Hotel & Casino: The Company has entered into an
agreement with the Venetian to rent their ballroom for the August 2005
ASAP Show. The Company's obligations under this agreement have been
assumed by ASAP with an appropriate release of the Company by the
Venetian. The February 2006 and August 2006 Venetian agreements were in
the name of ASAP and the Company has no liability thereunder.
o Sands Expo Facility License: The Company has entered into a Facility
License Agreement for the ASAP Show for February 2006 and August 2006. The
Company's obligations under these agreements have been assumed by ASAP
with an appropriate release of the Company by the licensor.
o The CIT Group and Bank Sinopac Agreement - In October 2000, the Company
and CIT Commercial Services entered into a Factoring Agreement. Under the
agreement, the Company sells and assigns to CIT certain accounts
receivable, as defined, arising from transaction sales. This agreement has
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been terminated by the parties with a full release of all claims by all
parties. The Company also entered into sales commission agreement with CIT
which has been terminated by the parties will a full release of all claims
by all parties.
o Participation Agreement with Burlington Coat Factory: This agreement has
been terminated by the parties or expired by it terms, and the Company has
no further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Contract with Family Bargain Corporation: This agreement has been
terminated by the parties or expired by it terms, and the Company has no
further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Software sales agreement with Global Purchasing Dotcom: This agreement has
been terminated by the parties or expired by it terms, and the Company has
no further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Software sales agreement with eSea Co., Ltd.: This agreement has been
terminated by the parties or expired by it terms, and the Company has no
further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Software sales agreement with C-Me Taiwan: This agreement has been
terminated by the parties or expired by it terms, and the Company has no
further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Joint Venture Agreement with Good Support International Limited: This
agreement has been terminated by the parties or expired by it terms, and
the Company has no further liability or obligation thereunder. However, to
the extent that the Company may have any obligations or liabilities
thereunder, ASAP has assumed any and all such liabilities and obligations.
o Joint Venture Agreement with Vickem Patana Co., Ltd.: This agreement has
been terminated by the parties or expired by it terms, and the Company has
no further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Joint Venture Agreement with Abest Tech Company, Ltd.: This agreement has
been terminated by the parties or expired by it terms, and the Company has
no further liability or obligation thereunder. However, to the extent that
the Company may have any obligations or liabilities thereunder, ASAP has
assumed any and all such liabilities and obligations.
o Factory 2-U Stores, Inc. Joint Marketing and Cooperation Agreement: This
agreement has been terminated by the parties or expired by it terms, and
the Company has no further liability or obligation thereunder. However, to
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the extent that the Company may have any obligations or liabilities
thereunder, ASAP has assumed any and all such liabilities and obligations.
o Representatives in Foreign Countries: The Company has various sales
representatives in certain foreign countries. The arrangement between the
Company and each representative is an oral agreement which may be
terminated at any time. The Company has terminated each of these
arrangements without any further liability to the Company. New oral
arrangements have been established between each representative and ASAP.
However, to the extent that the Company may have any obligations or
liabilities under any of these oral agreements, ASAP has assumed any and
all such liabilities and obligations.
Notwithstanding anything contained in this Schedule B, to the extent that the
Company has, or is determined to have, any liability or obligation of any kind
with respect to any contract, agreement or commitment described in this Schedule
B, ASAP agrees to assume all such liabilities and obligations pursuant to the
terms of this Transfer and Assumption Agreement.
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