(ii) Asset Purchase Agreement between JBX
Online, Inc. and JBX Design, Inc. and
DBA JBX Online dated January 14,1999.
69
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ( The Agreement), is made and entered into as of
the 11 day of January, 1999, by and between JBX Online, Inc., a corporation
being formed as a wholly owned subsidiary of www. xXXXxxx.xxx Inc., organized
and existing under the laws of the State of Florida (Purchaser), and JBX
Designs, Inc. and DBA JBX Online, a corporation organized and existing under the
laws of the State of Florida (Seller).
PREAMBLE
The parties hereto having completed appropriate due diligence investigations of
each other, the Purchaser desires to purchase and Seller desires to sell and
transfer certain assets of Seller presently used in the operation of the
business conducted by Seller, upon the terms and subject to the conditions set
forth herein.
ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:
ARTICLE 1
Sale and Purchase
Section 1.1 Sale and Transfer of Assets. Seller hereby agrees to sell, convey,
transfer, assign and deliver to Purchaser at closing, as hereinafter defined,
and Purchaser hereby agrees to purchase as herein provided, all the assets,
property, rights, interests, and business of Seller of every kind and
description, tangible of intangible and regardless of whether or not carried or
reflected in the books and records of Seller, used in the operation if the
Business, except for the assets and property described in Section 1.2 below. The
assets and property to be purchased and sold hereunder (collectively, the
Purchased Assets) include, but are not limited to, the following:
(a) All machinery, equipment (including office equipment), tools, furniture,
leasehold improvements and all other personal property owned by Seller, and used
in connection with the Business, including, but not limited to, those items
listed or referenced in Exhibit A attached hereto and incorporated herein
(collectively, the Fixed Assets), together with any expressed or implied
warranties by the manufactures or sellers of any item or component part thereof
and all maintenance records, brochures, catalogues and other documents relating
thereto or to the installation or functioning thereof which are now in or may
hereafter come onto the possession of Seller;
(b) All of Sellers right, title and interest in and to all contracts,
agreements, personal property leases, licenses, and commitments relating to the
operation of the Business;
(c) All business records - customer and supplier lists, mailing lists, payroll
and personnel records, formulae, specifications, reports, data, notes,
correspondence, contracts, files,
and other documents in the possession of Seller relating to the operation of the
Business, excluding only the corporate records and minute books of Seller;
(d) All accounts receivable;
(e) All prepaid expenses, including but not limited to prepaid rent, prepaid
utilities and prepaid insurance premiums for coverage of the Purchased Assets
and for coverage of general liability for the operation of the Business;
(f) Any and all goodwill of Seller;
(g) All the Sellers rights, title and interest in the trade name, JBX Designs,
Inc. and DBA JBX Online and all the Sellers rights, title and interest in the
service xxxx, JBX Designs, Inc. and DBA JBX Online, (as registered with the
Florida (State) Secretary of State, Certificate of Registration No. 530971).
(h) All the Sellers inventory and other personal property held for sale or
consumption in the Business, including inventory on order or in transit to the
Business (collectively the Inventory) and;
(I) All computer software used in the operation of the Business.
Section 1.2 Excluded Assets. Anything in this Agreement to the contrary
notwithstanding, Seller is retaining title to, and possession of, and Seller is
not selling, conveying, transferring, assigning or delivering to Purchaser any
of Sellers rights, title or interest in, to or under any of the following assets
and property (collectively, the Excluded Assets);
(a) All refunds due in income or other taxes;
(b) All insurance contracts on the lives of the officers of Seller, and the cash
value of such policies, if any; and
(c) All Sellers causes of action, judgments, claims, demands and rights of
whatever nature against third parties arising out of or relating to events prior
to the Closing Date.
Section 1.3 Purchase Price. The purchase price payable to the Seller by the
Purchaser in consideration for the Purchased Assets shall be one hundred and
fifteen thousand shares (115,000) of xxx.xXXXxxx.xxx Inc. Common Stock subject
to Rule 144 Restrictions. Valuation shall be determined as of the date hereof by
the closing bid price. The purchase price shall be allocated among the Purchased
Assets for federal and other income tax purposes, and for book purposes, in
accordance with Section 1060 with the Internal Revenue Code of 1986, and any
regulations promulgated pursuant thereto, as amended from time to time.
The purchase price shall be paid by Purchaser to Seller as follows:
(a) Issuance at Closing of One Hundred Fifteen Thousand Shares of Common Stock
issued by www. xXXXxxx.xxx Inc. Such shares shall be subject to transfer
restrictions as required under the provisions of SEC Rule 144 Common Stock. The
aforesaid shares shall be issued to Xxxx Xxxxxxxxx, 0000 Xxxx Xxxxxxx Xx., Xxxx
Xxxxx, Xxxxxxx pursuant to Subsection 2.1(I) below; and
Section 1.4 Assumption of Certain Liabilities. As further consideration for the
Purchased Assets, at the Closing, Purchaser shall assume and agree to pay,
perform and discharge, when due, the executory liabilities and commitments
included in or pertaining to the Purchases Assets, but only to the extent of
twenty thousand dollars of Credit Card obligations that was incurred by Seller
in the ordinary course of business (the Assumed liabilities), and Excluding:
(a) Consequential damages arising out or any breach by Seller, at any time, of
any such contract, agreement, lease, license or commitment; and
(b) Noncontractual liabilities, claims or obligations arising out of or related
to Sellers operation of the Business prior to the Closing Date;
(c) Any liability of Seller for Federal, State of local income and franchise
taxes applicable to operations prior to the Closing Date, and for sales tax,
and any penalties, interest, fines or assessments in connection therewith;
(d) Any liability for commitments relating to the employment, relocation or
termination of any employees of Seller;
(e) Any matter required to be disclosed in response to Sellers representations
and warranties set forth in Article 2, but not so disclosed;
(f) Liabilities or obligations in respect of previous sales of the assets of
Seller outside of the ordinary course of business;
(g) Obligations or expenses of Seller in connection with the transactions
contemplated hereby, including, without limitations, legal and accounting fees
and expenses and brokerage finders fees due; and
(h) Liabilities imposed upon Seller as a result of litigation pending against
Seller as of Closing Date.
ARTICLE 2
Representations and Warranties of Seller and Purchaser
Section 2.1 Representations and Warranties of Seller. Seller hereby represents
and warrants to Purchaser as follows:
(a) Due Incorporation and Organization. Seller is a corporation duly organized,
validly existing and in good standing under the laws of the State Florida, with
all requisite corporate power and authority to carry on the Business as now
being conducted, and to own, operate, lease and utilize the assets, properties
and businesses of Seller, including the Business.
(b) Authority. Seller has the legal power and authority to enter into and
perform this Agreement and the transactions contemplated by this Agreement. The
execution, delivery and performance of this Agreement by Seller and the
transactions contemplated by this Agreement have been duly and validly approved
and authorized by all necessary corporate and shareholder action of Seller.
(c) Personal Property Leases. Seller enjoys peaceful and undisturbed possession
under all leases of personal property. To the best of Sellers knowledge, all
such leases are valid and effective in accordance with their respective terms,
and no default with respect to such leases has occurred.
(d) Title to Personal Property. Seller has good and marketable title to all of
the Fixed Assets and other personal property conveyed hereunder (including owned
personal property that is not reflected on the Sellers balance sheet as a result
of being fully depreciated or not required to be reflected thereon in accordance
with generally accepted accounting principles), and all such personal property
is held by Seller free of all liens, encumbrances, security interests and
charges.
(e) Compliance with Applicable Laws. The Seller has complied with all laws,
regulations and orders applicable to the Business. The Business is not in
default with respect to any order, writ, injunction or decree of any court or
any court or Federal, State, Municipal or other Governmental authority or
agency. The Business as now operated does not violate any zoning ordinance,
restrictive covenant, administrative regulation, environmental law or
regulation, or any other provision of law.
(f) Taxes. The Seller has filed all Federal, State and local tax returns,
listings and reports required by law to be filed by it with respect to the
operation of the Business, and has paid or shall pay on the closing date all
taxes which are due pursuant to such returns, listings and reports.
(g) Actions Pending. There are no actions, suits or proceedings pending or, to
the knowledge of Seller, threatened against or affecting the Business at law or
in equity, or before any governmental or public office, agency or authority
which involves the
Possibility of any liability or which may result in any adverse change in the
operation or ownership of the Business or the Purchased Assets.
(h) Condition of Leased Premises. The premises currently leased by Seller for
the operation of the Business (the Leased Premises), which premises are more
fully described in Exhibit C, and all mechanical systems and equipment serving
the premises are in good and operable condition.
(i) Brokers. Seller and Purchaser agree that there was no broker or finder who
brought about the subject transaction. Each party agrees to indemnify and save
harmless the other in the event of a third party claim.
(j) Condition of Fixed Assets. All Fixed Assets conveyed hereunder are in good
and operable condition, normal wear and tear excepted.
(k) Absence of Conflicts and Consent Requirements. Sellers execution and
delivery of this Agreement and performance of its obligations hereunder,
including the sale of the business and the Purchased Assets hereunder, do not
(i) conflict with or violate Sellers Articles of Incorporation or Bylaws, (ii)
violate or, alone or with notice or the passage of time, result in the material
breach or termination of, or otherwise give any contracting party the tight to
terminate or declare a default under, the terms of any written agreement to
which Seller is a party or by which its properties or assets may be bound; or
(iii) violate any judgment, order, decree, or to the knowledge of Seller, any
law, statute, regulation or other judicial or governmental restriction to which
Seller is subject.
(1) Licenses, Permits and Compliance with Law. Seller holds all licenses,
certificates, permits, franchises and rights from all appropriate Federal, State
or other public authorities necessary for the use of the Purchased Assets in the
operation of the Business, and all such material licenses, certificates,
permits, franchises and rights are set forth in Exhibit D attached hereto and
incorporated herein. Seller is presently conducting the Business so as to comply
with all applicable statutes, ordinances, rules, regulations and orders of any
governmental authority, including but not limited to any law, ordinance or
regulation relating to the handling, storage, transportation, treatment or
disposal of any Hazardous Substance as defined under the Comprehensive
Environmental Recovery Compensation and Liability Act (CERCLA), 42 U.S.C. 9601
et. seq., as amended, or any petroleum or petroleum-bases substance. Further, to
its knowledge, Seller is not presently charged with and Seller is not under
governmental investigation with respect to any actual or alleged violation of
any statute, ordinance, rule or regulation affection the Purchases Assets or the
Business.
Section 2.2 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller as follows:
(a) Due Organization. Purchaser is a corporation duly organized, existing and in
good standing under the laws of the Stare of Florida.
(b) Authority. Purchaser is authorize to do business in Florida. Purchaser has
the legal power and authority to enter into and perform this Agreement and the
transactions contemplated by this Agreement. The execution, delivery and
performance of this Agreement by Purchaser and the transactions contemplated by
this Agreement have been duly and validly approved and authorized by all
necessary corporate action of Purchaser. Neither the execution and delivery by
the Purchaser of this Agreement, nor the consummation of the transactions
contemplated hereby, not compliance by Purchaser with any of the provisions
hereof will:
(i) conflict with or result in a breach of any provision of the Articles of
Incorporation or Bylaws of Purchaser, or (ii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Purchaser or any
of its properties or assets.
(c) Brokers. All negotiations relative to this Agreement and the transactions
contemplated hereby have been carried on by Purchaser in such a manner as not to
give rise, as the result of any action of Purchaser, to any valid claim against
the Seller for a brokerage commission, finders fee or other like payment.
ARTICLE 3
Closing
Section 3.1 Closing Date. The closing for the consummation of the transactions
contemplated by this Agreement (the Closing) shall take place at the offices of
the Purchaser on or before January 15, 1999..
Section 3.2 Obligations of Seller. At the closing, Seller shall deliver to
Purchaser, as appropriate:
(a) Such warranty deeds, leases, bills of sale, endorsements, assignments, and
other good and sufficient instruments of conveyance and transfer, and such
further assurances and evidences of conveyances as may be reasonably requested
by Purchaser in form satisfactory to Purchaser and its counsel, as shall be
effective to vest, in accordance with the terms of this Agreement, all rights,
title and interest in and to the Purchased Assets and other rights contemplated
by this Agreement;
(b) The books, records and other documents to be acquired by Purchaser pursuant
to Section 1.1(c) hereof;
(c) A Non-Compete and Employment Agreement pursuant to Section 4.5 hereof; and
(d) Copies certified by the Secretary or Assistant Secretary of Seller, of the
approval by the Board of Directors and all shareholders of Seller authorizing
the execution, delivery and performance of this Agreement and all other
agreements, documents and instruments relating hereto and the consummation of
the transactions contemplated hereby.
Section 3.3 Obligations of Purchaser. At the closing, Purchaser shall execute
and/or deliver to Seller payment of the purchase price, including the execution
and delivery of the Note, Security Agreement and related Uniform Commercial Code
financing statements.
ARTICLE 4
Covenants of Seller
Seller agrees and covenants with Purchaser as follows:
Section 4.1 Conduct of the Business. Except as otherwise agreed to in writing by
Purchaser, Seller shall conduct the Business only in the ordinary course and
shall take no action which should interfere with or prevent performance of this
Agreement. Seller agrees that, unless Purchaser agrees in writing, until the
Closing Date:
(a) Preservation of the Business. Without purporting to make any commitment on
behalf of Purchaser, Seller shall exercise all reasonable efforts to: (i)
preserve intact the present business organization and personnel of Seller; (ii)
preserve the present relationship of Seller with all persons having business
dealings with Seller; (iii) preserve and maintain in force all licenses,
permits, registrations, franchises, and other similar rights applicable to the
Business; and (iv) comply with all laws applicable to the conduct of the
Business.
(b) Maintenance of the Purchased Assets. The Purchased Assets shall be
maintained in good repair, order and condition, reasonable wear and tear
excepted.
(c) Employment Agreement. Seller shall not enter into any employment or
consulting agreements or terminate any employee of the Business without prior
notice to the Purchaser.
(d) Insurance. The Seller shall maintain in full force insurance covering loss
or damage to the property conveyed hereunder and general liability coverage for
operation of the Business, and shall take all actions necessary to preserve all
rights under such insurance.
(e) Books and Records. Seller shall maintain complete and accurate books,
accounts and records for the Business in the usual, regular and ordinary manner,
and on a basis consistent with prior years.
(f) Compensation. Seller shall not: (i) increase the compensation payable to any
personnel of Seller except in the ordinary course of business and in accordance
with usual and customary compensation practices; or (ii) introduce any pension
of profit-sharing plan, or any other employee benefit arrangement affecting the
Business.
(g) Accuracy of Representations and Warranties. Seller shall not take any action
which would render any representation or warranty made herein by Seller untrue
in any material respect as of the Closing Date.
Section 4.2 Notice of Breach or Failure of Condition. Seller will give notice
promptly to Purchaser of the occurrence of any event or the failure of any event
to occur that would preclude the satisfaction of any condition contained herein.
Section 4.3 Further Assurances. Seller shall promptly execute and deliver such
instruments and take such actions as Purchaser reasonably may request in order
to effect the transactions contemplated by this Agreement and to satisfy each of
the conditions set forth in Article 6 of this Agreement.
Section 4.4 Best Efforts of Seller to Obtain Consents. Seller shall use its best
efforts to obtain promptly all consents and authorizations of third parties, to
make all filings, and to give all notices to third parties which may be
necessary and reasonably required in order to effect, or in connection with, the
transactions contemplated by this Agreement.
Section 4.5 Non-Competition and Consulting Agreement. Seller and all
shareholders of Seller shall enter into an agreement with the Purchaser at
closing, which agreement shall be substantially in the form of Exhibit E
attached hereto and incorporated herein.
ARTICLE 5
Covenants of Purchaser and Seller
Section 5.1 Publicity. Purchaser and Seller agree to maintain in confidence
information concerning this Agreement and the transactions contemplated by this
Agreement. The parties shall consult with each other prior to any public
announcements or disclosures required by law to be made with respect to the
transactions contemplated by this Agreement, and no other announcements will be
made without mutual consent of the parties.
Section 5.2 Best Efforts. Purchaser and Seller will use their best efforts to
perform or cause to be satisfied each covenant or condition to be performed or
satisfied by them.
Section 5.3 Governmental and other Filings. Seller and Purchaser agree to
cooperate with each other in filing any necessary applications, reports or other
documents with any Federal; or State authorities having jurisdiction with
respect to the transactions contemplated by this Agreement and in seeking
necessary consultation with and favorable action by any such agencies,
authorities or bodies.
Section 5.4 Cooperation After Closing. After the Closing Date, Purchaser and
Seller shall whenever and as often as shall be reasonably required by the other,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, any and
all further instruments as may be necessary or expedient to consummate the
transactions provided for in this Agreement.
ARTICLE
Conditions to Sale
Section 6.1 Conditions Precedent to Obligations of Purchaser. All obligations of
Purchaser under this Agreement are, at the option of Purchaser, subject to and
shall be conditioned upon the satisfaction on or prior to the Closing Date, of
each of the following additional conditions:
(a) Representations, Warranties and Agreements of Seller. Except for changes
contemplated by this Agreement and changes occurring in the ordinary course of
business, the representations, warranties and agreements made by Seller herein
shall be true in all material respects on an as of the Closing Date with the
same effect as though such representations and warranties had been made or given
on and as of the Closing Date. Seller and all shareholders of Seller shall have
performed in all material respects the obligations, agreements and covenants
undertaken by them herein to be performed at or prior to the Closing Date
(b) Consents to Assignments. Purchaser shall have received evidence,
satisfactory to Purchaser and its counsel, that any necessary consents to the
assignments of the contracts agreements, leases, licenses and commitments
contemplated hereunder have been obtained.
(c) Necessary Approvals: Regulatory Authorizations. All authorizations and
approvals of any third parties, including Federal or State regulatory bodies and
officials, necessary, in the reasonable opinion of Purchaser, for the
consummation of the transactions contemplated by this Agreement, and the
continuation in all material respects of the business without interruption after
the Closing Date in substantially the manner in which such business is now
conducted, shall have been received and shall be in full force and effect.
(d) Corporate Authorization. All resolutions and actions necessary to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby by Seller shall have been duly and
validly made and taken, and Seller shall have full power and right to consummate
the transactions contemplated hereby.
(e) Execution of New Lease. Purchaser and the Landlord of the premises shall
enter into a new lease of the Leased Premises on terms and conditions
satisfactory to Purchaser and its counsel; or approve an assignment of the
present Lease Agreement.
(f) Status and Condition of the Business and the Leased Premises. The Business
and the Leased Premises shall not have suffered, prior to the closing, any loss
or damage on
account of fire, flood, accident or any other calamity to an extent that would
materially interfere with the conduct of the Business or materially impair its
value as a going concern, regardless of whether any such loss or losses have
been insured against. Purchaser shall have had full opportunity to enter upon
the Leased Premises and make such examinations thereof as it deems necessary.
The results of such examinations must be satisfactory to Purchaser, in its sole
discretion.
(g) Payment of Transfer Taxes. The Seller shall have paid or made provision for
payment of all transfer taxes sales taxes or other similar taxes, which become
due by reason of the transactions herein provided, if any.
Section 6.2 Conditions Precedent to Obligations of Seller. All obligations of
Seller under this Agreement are subject to and shall be conditioned upon the
satisfaction prior to the Closing Date, of each of the following conditions:
(a) Representations, Warranties and Agreements of Purchaser. The
representations, warranties and agreements made by Purchaser herein shall be
true in all material respects on and as of the Closing Date with the same effect
as though such representations and warranties had been made or given on and as
of the Closing Date with the same effect as though such representations and
warranties had been made or given on and as of the Closing Date, except as
affected by transactions contemplated hereby. Purchaser shall have performed in
all material respects the obligations, agreements and covenants undertaken
herein to be performed at or prior to the Closing Date.
(b) Corporate Authorization. All resolutions and actions necessary to authorize
the execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby by Purchaser shall have been duly and
validly made and taken, and Purchaser shall have full power and right to
consummate the transactions contemplated hereby.
ARTICLE 8
Termination
Section 8.1 Termination by Mutual Consent. At any time on or prior to the
Closing Date, this Agreement may be terminated by the mutual consent of
Purchaser and Seller without liability on the part of any party. In the event of
the termination of this Agreement by mutual consent, this Agreement shall become
void and have no effect, without any liability on the part of any party or its
directors, officers or shareholders.
Section 8.2 Termination Upon Breach or Default. At any time on or prior to the
Closing Date, if a material default shall be made by a party in the observance
or in the due and timely performance of the covenants herein contained, or if
there shall have been a material breach by a party of any of the representations
and warranties set forty in this Agreement, Purchaser or Seller, as the case may
be, any terminate this Agreement
without prejudice to its other rights and remedies, including such partys right
to recover its expenses, costs, and other damages.
Section 8.3 Termination Based Upon Conditions. If the conditions of this
Agreement to be complied with or performed by a party on or before the Closing
Date shall not have been complied with and such noncompliance or nonperformance
shall not have been waived, the party to whom the benefit of such condition runs
may terminate this Agreement without prejudice to its other rights and remedies,
including such partys right to recover its expenses, costs and other damages.
ARTICLE 9
Miscellaneous
Section 9.1 Bulk Sales Compliance. The parties agree to waive compliance with
the Bulk Sales provisions of the Uniform Commercial Code of the State of
Florida. The Seller agrees to hold harmless and indemnify Purchaser as to any
and all claims, damages, costs and expenses incurred by virtue of such waiver.
In the event that any such claims may hereafter arise, the Seller agrees to
satisfy such claims by the surrender to Purchaser of a sufficient quantity of
shares of xxx.xXXXxxx.xxx Inc., from those being issued as consideration for
the subject transaction.
Section 9.2 Amendment. This agreement may be amended, modified or supplemented
in whole or in part only by an instrument in writing executed by both Purchaser
and Seller.
Section 9.3 Assignment. The parties agree that neither this Agreement nor any
rights created hereby shall be assignable by any party without the prior written
consent of the other party.
Section 9.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be considered to be an original instrument.
Section 9.5 Expenses. Seller and Purchaser shall each bear the respective
expenses incurred by them in connection with the negotiation, execution and
delivery of this Agreement and the consummation of he transactions contemplated
hereby.
Section 9.6 Entire Agreement. This Agreement contains the entire agreement
between Purchaser and Seller with respect to the sale of the Purchased Assets
and related transactions and supersedes all prior arrangements or understandings
with respect thereto.
Section 9.7 Descriptive Headings. The description headings are for convenience
of reference only and shall not control or affect the meaning or construction of
any provision of this Agreement.
Section 9.8 Notices. All notices or other communications that are required or
permitted hereunder shall be in writing and sufficient if delivered personally
or sent by registered or certified mail, postage prepaid, addressed as follows:
IF TO PURCHASER: Xxxxxxx X. Xxxxxx, President
www. xXxXxxx.xxx Inc.
0000 Xxxxxxx Xxxx. Xxxxx
Xxxxxxxxxx, XX 00000
IF TO SELLER: Xxxx Xxxxxxxxx
JBX Designs, Inc. and DBA JBX Online
P0 Box 971052
Xxxx Xxxxx, XX 00000
Section 9.9 Specific Performance. Seller acknowledges that the Purchased Assets
are unique and that if Seller fails to consummate the transactions contemplated
by this Agreement, such failure will cause irreparable harm to Purchaser for
which there will be no adequate remedy at law. Purchaser shall be entitled, in
addition to its other remedies at law, to specific performance of this Agreement
of Seller, without just cause, refuses to consummate the transactions
contemplated by this Agreement.
Section 9.10 Survival of Covenants, Representations, Warranties and
Indemnifications.
All covenants, representations and warranties made by any party to this
Agreement shall be deemed made for the purpose of inducing the other parties to
enter into this Agreement. The representations, warranties and covenants
contained in this Agreement shall, except as otherwise provided in this
Agreement, survive the Closing indefinitely. The provisions of Article 7 of this
Agreement shall survive the Closing indefinitely. The covenants, presentations
and warranties of both Seller and Purchaser are made only to and for the benefit
of the other party to this Agreement and shall not create or vest rights in
other persons.
Section 9.11 Controlling Law. This Agreement shall be governed by and construed
pursuant to the laws of Florida.
Section 9.12 Closing Date. Notwithstanding any provision herein to the contrary,
the Closing Date hereunder shall be the date of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement, consisting of 13
pages, including this page, to be executed by their authorized officers on the
date stated above.
PURCHASER: xxx.xXXXxxx.xxx, Inc. ATTEST
BY /s/ Xxxxxxx X. Xxxxxx BY: /s/ [ILLEGIBLE}
------------------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxx Name:
Title: Chief Executive Officer --------------------------
SELLER: JBX Designs, Inc. and DBA JBX Online ATTEST"
BY: /s/ Xxxx Xxxxxxxxx BY: /s/ [ILLEGIBLE}
------------------------------------ ----------------------------
Name: Xxxx Xxxxxxxxx, As Name:
Sole Officer, Director, and Shareholder --------------------------
EXHIBIT A, B, C, D, E, etc.
