ASSET TRANSFER AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into this First day of
July, 1998 by and between Photomatrix, Inc. ("Purchaser"), a California
corporation, and MGM TechRep, Inc. ("Seller"), a California corporation.
B A C K G R O U N D
A. Seller wishes to divest itself of certain assets and its manufacturer's
rep business ("Business").
B. Purchaser wishes to acquire from Seller the Business and certain assets
from Seller.
A G R E E M E N T
In consideration of the premises and the mutual covenants contained herein
the parties hereto agree as follows:
SECTION 1.
PURCHASE AND SALE OF ASSETS
1.1 Sale of Assets. For the consideration hereinafter specified, and
subject to the provisions herein set forth, at the Closing (as defined in
Section 1.4 hereof), Seller shall sell, assign, convey, transfer, and deliver to
Purchaser, and the Purchaser shall purchase, accept, and acquire from Seller:
(a) the furniture, fixtures and office equipment, and other
tangible personal property listed on Schedule 1.1(a), in AS-IS WHERE-IS
CONDITION (the "Equipment");
(b) the existing principal contracts listed on Schedule 1.1(b)
including all outstanding quotes and pending orders pursuant thereto and upon
which commissions shall become payable (the "Contracts");
(c) the name "MGM TechRep" and all associated registrations,
listings, qualifications and good will associated therewith and all proprietary
information that Seller may possess regarding its principals and customers;
(d) the intangible property which includes the know how,
design rights, plans, specifications, drawings, quotes, and trade secrets,
substantially all of which Seller acquired from Purchaser and which are
presently used by Seller in the conduct of the Business.
1.2 Assumed Liabilities. At the Closing, and upon the sale and purchase
of the Assets, Purchaser shall assume and agree to pay or discharge when due the
liabilities, obligations, and contracts, listed on Schedule 1.2 hereof, and the
performance obligations of Seller pursuant to the contracts with principals to
the extent such liabilities, obligations, and performance are attributable to
periods occurring after the Closing Date, (collectively, such
obligations are hereinafter referred to as the "Assumed Liabilities"). Except as
expressly provided in this Section 1.2, Purchaser does not and shall not assume
any liabilities or obligations of Seller whether known, unknown, fixed,
contingent, liquidated, unliquidated, disputed, or undisputed, and shall not be
obligated for any liability, cost, or expense or required to defend any suit or
claim arising out of any act, event, or transaction occurring prior to the
closing date or out of any condition existing prior to the Closing Date,
notwithstanding that the date on which the claim, demand, or obligation is
asserted is after the Closing Date. Purchaser shall be responsible for all its
actions initiated and conducted subsequent to the Closing Date and shall
indemnify Seller from any such obligations, claims, costs or liabilities that
arise from actions of the Purchaser subsequent to the Closing Date.
1.3 Purchase Price, Payment. The purchase price of the Assets (the
"Purchase Price"), subject to the assumption of the Assumed Liabilities, shall
be pursuant to the schedule outlined in the attached Schedule 1.3.
1.4 Closing Effective Date. The Closing for the purchase and sale
contemplated by this Agreement (the "Closing") shall be July 1, 1998, (the
"Closing Date" or the "Effective Date").
1.5 Further Assurances. From time to time after the Closing, at the
request of either party hereto and without further consideration therefor, each
party shall execute and deliver such further instruments and take such other
action as the other party may reasonably require to effectuate the transation
contemplated by this Agreement.
SECTION 2
COVENANTS OF SELLER
2.1 Noncompetition by Seller.
(a) The following terms are used in this Section 2.1, with the
meanings thereafter ascribed:
(i) "Affiliate of Seller" shall mean any person or
entity controlling, controlled by, or under common control with Seller. As used
herein the term "control" as used in the preceding sentence means power by
virtue of familial relationship, contract, security ownership, position, or
otherwise to influence, direct, or cause the direction of the management and
affairs of a person or entity.
(ii) "Area" shall mean a 500-mile radius of the
Purchaser's premises at 0000 Xxxxxxx Xxx., Xxxxxxxx, Xxxxxxxxxx.
(iii) "Business of the Seller" means the business of
manufacturers' sales representative.
(iv) "Competing Business" shall mean any business,
person or entity which is engaged in a business substantially the same as the
Business purchased by Purchaser.
(b) Seller covenants that, for a period of five (5) years from
and after the Closing Date, it will observe the following separate and
independent covenants:
(i) Neither Seller, nor any Affiliate of Seller will,
without the prior written consent of Purchaser, within the Area, directly of
indirectly, on behalf of Seller or in the service of others, (i) become
financially interested in a Competing Business (other than as a holder of less
than five percent of the outstanding voting securities or any entity whose
voting securities are listed on a national securities exchange or quoted by the
National Association of Securities Dealers, Inc. automated quotation system),
or, (ii) engage in or be retained by any Competing Business.
(ii) Seller acknowledges and agrees that all
Confidential Information of Seller, and all physical embodiments thereof, are
confidential to, and from and after the Closing Date and shall be and remain the
sole and exclusive property of Purchaser. Seller agrees that Seller will not,
without the prior written consent of Purchaser, (i) disclose or make available
any Confidential Information of Purchaser to any person or entity (including any
Affiliate of Seller), or (ii) make o cause to be made, or permit, either on
behalf of Seller or on behalf of others, any use of Confidential Information of
Purchaser.
(iii) Seller shall not use as a trade name or conduct
Business under the names of "MGM" or "MGM TechRep".
(c) Seller acknowledges that Purchaser will engage in the
prior Business of the Seller throughout the Area; that the within and foregoing
covenants are made by Seller as an inducement to Purchaser to purchase the
Assets and to protect and preserve to Purchaser its interest in the Business of
the Seller including, particularly, the goodwill associated therewith; that each
of the above and foregoing covenants is reasonable and that irreparable loss and
injury would result should Selle breach any of the foregoing covenants.
(d) Each of the covenants hereinabove contained shall be
deemed separate, severable, and independent covenants, and in the event any
covenant shall be declared invalid by any court of competent jurisdiction, such
invalidity shall not in any manner affect or impair the validity or
enforceability of any other part or provision of such covenant or of any other
covenant contained herein.
(e) In addition to all other remedies provided at law or in
equity, Purchaser shall be entitled to both preliminary and permanent
injunctions against Seller to prevent a breach of contemplated or threatened
breach by Seller of any of the foregoing covenants; and the existence or any
claim, demand, cause of action, or action of Seller against Purchaser, whether
predicated upon this Agreement or otherwise, shall not constitute a defense to
the enforcement by Purchaser of any such covenants.
2.2 Seller's Agreement to Assist Purchaser. Seller shall furnish leads
and quote packages to Purchaser that it may receive or acquire subsequent to the
Closing Date that are part of or relate to the Business.
2.3 Financial Information. Within thirty (30) days of Seller's written
request, Purchaser shall furnish with true and correct copies of financial
records and reports showing earnings from commissions and receipts of commission
payments sufficient to substantiate the amounts due and paid to Seller per the
terms of Schedule 1.3, except that Purchaser shall have no obligation to furnish
such financial information after June 30, 2001.
SECTION 3
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
For the purpose of inducing Purchaser to enter into this Agreement and
consummate the transactions contemplated hereby, Seller represents and warrants
to Purchaser that:
3.1 Organization, Power and Authority of the Seller. Seller is a
corporation duly organized and legally existing in good standing under the laws
of the State of California and has full corporate power and authority and all
licenses and permits necessary to own or lease its properties and to carry on
its Business as it is now being conducted.
3.2 Ownership of the Assets. The Seller is the lawful record and
beneficial owner of the Assets and has valid marketable title thereto, free and
clear of all liens, pledges, and encumbrances.
3.3 Litigation Involving the Seller. There are no actions, suits,
claims, governmental investigations or arbitration proceedings (collectively
"Litigation") pending or to the best of Seller's knowledge, threatened against
or affecting the Assets, or the ability of Seller to perform its obligations
under this Agreement. There are no outstanding orders, decrees or stipulations
issued by any local, state, or federal judicial authority in any proceeding to
which the Seller is or was a party r which affect the A ssets, or the ability of
Seller to perform its obligations under this Agreement.
3.4 Compliance with Laws by the Seller. To the best of Seller's
knowledge, the Seller has operated the Business in compliance with all
applicable laws, regulations, permits, and orders.
3.5 Due Execution and Delivery; Valid and Binding Obligations; Absence
of Breach. This Agreement has been duly executed and delivered by the Seller and
is a valid and binding obligation of the Seller, enforceable in accordance with
its terms. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action of the Seller. Neither the execution and
delivery of this Agreement not the consummation of the transactions contemplated
hereby will: (i) conflict with or violate any provision of the Articles of
Incorporation or Bylaws of the Seller, or of any law, ordinance or regulation or
any decree or order of any court of administrative or other governmental body
which is either applicable to, binding upon or enforceable against the Seller;
(ii) to the best of Seller's knowledge, result in any breach of, cancellation of
or default under any mortgage, contract, agreement, indenture, ot will, trust or
other instrument which is either binding upon or enforceable against the Seller
or the Assets; or (iii) violate any legally protected right of any individual or
entity or give to any individual or entity a right or claim against the
Purchaser or the Assets.
3.6 Intangible Property. Seller will deliver to Purchaser prior to
Closing all of the documents in Seller's possession evidencing the intangible
property. Seller owns all of the Intangible Property. As of the Closing, Seller
will have conveyed to Purchaser all of Seller's right, title, and interest in
and to all of the Intangible Property necessary to conduct the Business of
Purchaser as presently conducted by Seller free and clear of all liens, except
(i) claims of ownership by a licensor and any restrictions imposed by any
license agreement that, if enforced, would not interfere with the conduct of the
Business of Purchaser as presently conducted by Seller. Seller does not pay or
know of any claim or potential claim of any royalty to anyone under or in
connection with the use of any Intangible property in the Business.
3.7 Contracts. Seller has delivered to Purchaser true and correct
copies of each contact or agreement in the possession of Seller. Seller has not
received notice from any principal that is has cancelled or terminated any of
these agreements. No principal has prepaid Seller for any commissions yet to be
earned.
3.8 Disclosure. All statements made herein are true and correct, and
the information provided and to be provided by Seller to Purchaser relating to
this Agreement does not and will not contain any statement which will, at the
time and in the light of the circumstances under which it is made, be false or
misleading with respect to any material fact, or omit to state any material fact
(which is known, or in the exercise of reasonable diligence by Seller should
have been known) necessary in or order to make any statement contained herein
not false or misleading in any material respect.
SECTION 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
For the purpose of inducing Seller to enter into this Agreement and to
consummate the transactions contemplated hereby, Purchaser represents and
warrants to Seller that:
4.1 Organization, Power and Authority of the Purchaser. Purchaser is a
corporation duly organized and legally existing in good standing under the laws
of the State of California and has full corporate power and authority and all
licenses and permits necessary to own or lease its properties and to carry on
its Business as it is now being conducted.
4.2 Litigation Involving the Purchaser There are not actions, suits,
claims, governmental investigations or arbitration proceedings (collectively
"Litigation") pending or to the best of Purchaser's knowledge, threatened
against or affecting the Purchaser and its ability to complete this transaction.
There are no outstanding orders, decrees or stipulations issued by any local,
state, or federal judicial authority in any proceeding to which the Purchaser is
or was a party which affect r Purchaser's abilit y to perform its obligations
under this Agreement.
4.3 Compliance with Laws by the Purchaser. To the best of Purchaser's
knowledge, the Purchaser is in compliance with all applicable laws, regulations,
permits, and orders.
4.4 Disclosure. All statements made herein are true and correct, and
the information provided and to be provided by Purchaser to Seller relating to
this Agreement does not and will not contain any statement which will, at the
time and in the light of the circumstances under which it is made, be false or
misleading with respect to any material fact, or omit to state any material face
(which is known, or in the exercise of reasonable diligence by Purchaser should
have been known) necessary in order to make any statement contained herein not
false or misleading in any material respect.
SECTION 5
AGREEMENT BY SELLER TO INDEMNIFY
5.1 Seller's Indemnity Obligation.
(a) Seller agrees that Seller will indemnify and hold
Purchaser harmless in respect of the aggregate of all expenses, losses, costs,
deficiencies, liabilities and damages (including related counsel fees and
expenses) incurred or suffered by Purchaser (collectively the "Indemnifiable
Damages of Purchaser"), (i) as a result of breach of any warranty or
representation made by Seller pursuant to this Agreement or (ii) resulting from
any default in the performance of any covenant or agreement made by the Seller
pursuant to this Agreement. Seller shall not be required to indemnify Purchaser
until the aggregate amount of Indemnifiable Damages of Purchaser exceeds
$10,000.
(b) The obligation of Seller to indemnify Purchaser for
Indemnifiable Damages of Purchaser shall be subject to the condition that Seller
shall have received a written declaration of Purchaser requesting
indemnification, specifying the basis on which indemnification is sought, and
specifying the amount of the Indemnifiable Damages of Purchaser (an
"Indemnification Claim") within six (6) months after the Closing Date. Seller
shall not be liable for damages in excess of the actual damages suffered by
Purchaser as a result of the act or omission for which indemnification is
claimed, net of any insurance proceeds received by Seller or tax benefits
realized by Seller as a result of the Indemnifiable Damages of Purchaser.
Seller's maximum liability for indemnification hereunder shall not exceed the
Purchase Price.
(c) Purchaser's sole remedy for a breach of any representation
or warranty hereunder or Seller's default in the performance of any covenant or
agreement hereunder shall be indemnification. For purposes of providing a means
by which the Seller's obligation to indemnify the Purchaser may be satisfied,
the Seller agrees that Purchaser shall have the right to set off the amount of
Indemnifiable Damages of Purchaser against amounts owed to Seller.
(d) The Seller shall have a period of forty-five (45) days
from the date it receives an Indemnification Claim to give notice of its
intention to dispute each claim. If the Seller notifies the Purchaser in writing
within such 45-day period of its intention to dispute such Indemnification Claim
and if such dispute is not resolved within thirty (30) days after the date of
such notice given by the Seller, then such dispute shall be resolved by an
arbitrator mutually satisfactory to Purchaser and Seller. If Purchaser and
Seller are unable to agree on a single arbitrator within thirty (30) days of the
date of the first written notice suggesting an arbitrator, then the arbitrator
shall be selected by the mutual agreement of two persons, one designated by
Seller and one designated by Purchaser. Such arbitrator shall be appointed
within sixty (60) days after the expiration of the second above mentioned thirty
(30) day period. The arbitrator shall abide by the rules of the American
Arbitration Association and their decision shall be final and binding on all
parties.
SECTION 6
AGREEMENT BY PURCHASER TO INDEMNIFY
6.1 Purchaser's Indemnity Obligation.
(a) Purchaser agrees that Purchaser will indemnify and hold
Seller harmless in respect of the aggregate of all expenses, losses, costs,
deficiencies, liabilities and damages (including related counsel fees and
expenses) incurred or suffered by Seller (collectively the "Indemnifiable
Damages of Seller") (i) as a result of breach of any warranty or representation
made by Purchaser pursuant to this Agreement; or (ii) resulting from any default
in the performance of any covenant or agreement made by the Purchaser pursuant
to this Agreement. Purchaser shall not be required to indemnify Seller until the
aggregate amount of Indemnifiable Damages of Seller exceeds $10,000.
(b) The obligation of Purchaser to indemnify Seller for
Indemnifiable Damages of Seller shall be subject to the condition that Purchaser
shall have received a written declaration of Seller requesting indemnification,
specifying the basis on which indemnification is sought, and specifying the
amount of the Indemnifiable Damages of Seller (an "Indemnification Claim")
within six (6) months after the Closing Date. Purchaser shall not be liable for
damages in excess of the actual damages suffered by Seller as a result of the
act or omission for which indemnification is claimed, net of any insurance
proceeds received by Purchaser or tax benefits realized by Purchaser as a result
of the Indemnifiable Damages of Seller.
(c) Seller's sole remedy for a breach of any representation or
warranty hereunder.
(d) The Purchaser shall have a period of forty-five (45) days
from the date it receives and Indemnification Claim to give notice of its
intention to dispute each claim. If the Purchaser notifies the Seller in writing
within such 45-day period of its intention to dispute such Indemnification Claim
and if such dispute is not resolved within thirty (30) days after the date of
such notice given by the Purchaser, then such dispute shall be resolved by an
arbitrator mutually satisfactory to Purchaser and Seller. If Purchaser and
Seller are unable to agree on a single arbitrator within thirty (30) days of the
date of the first written notice suggesting an arbitrator, then the arbitrator
shall be selected by the mutual agreement of two persons, one designated by
Seller and one designated by Purchaser. Such arbitrator shall be appointed
within sixty (60) days after the expiration of the second above mentioned thirty
(30) day period. The arbitrators shall abide by the rules of the American
Arbitration Association and their decision shall be final and finding on all
parties.
SECTION 7
GENERAL PROVISIONS
7.1 Fees and expenses. Seller and Purchaser each shall pay the fees and
expenses incurred by them in connection with the transactions contemplated by
this Agreement.
7.2 Notices. All notices, request, demands, and other communications
hereunder shall be in writing and shall be delivered (i) in person or by
courier, (ii) mailed by first class registered or certified mail, or (iii)
delivered by facsimile transmission, as follows:
(a) If to Seller:
MGM TechRep, Inc.
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, XX 00000
(b) If to Purchaser:
Photomatrix, Inc.
0000 Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
or to such other address as the parties hereto may designate in writing to the
other in accordance with this Section 7.2. Any party may change the address to
which notices are to be sent to it by giving written notice of such change of
address to the other parties in the manner above provided for giving notice. If
delivered personally, the date on which a notice, request, instruction or
document is delivered shall be the date on which such delivery is made and if
delivered by facsimile transmission or n mail as aforesaid, the date on which
such notice, request, instruction or document is received shall be the date of
delivery.
7.3 Assignment; Binding Effect. This Agreement shall not be assignable
by any of the parties hereto without the written consent of the other. This
Agreement shall be binding upon the parties hereto and their respective
successors, assigns, and transferees.
7.4 Headings. The section, subsection, and other headings in this
Agreement are inserted solely as a matter of convenience and for reference, and
are not a part of this Agreement.
7.5 Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one counterpart has been signed by each party and
delivered to the other party hereto.
7.6 Integration of Agreement. This Agreement supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. Neither this Agreement, nor any provision hereof, may be
changed, waived, discharged, supplemented, or terminated orally, but only by an
agreement in writing signed by the party against which the enforcement of such
change, waiver, discharge, or termination is sought.
7.7 Partial Invalidity. Whenever possible, each provision hereof shall
be interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not effect any other
provisions of this Agreement, and this Agreement shall be construed as if such
invalid, illegal, or unenforceable n provision or provisions had never been
contained herein unless the deletion of such provision or provisions would
result in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.
7.8 Entire Agreement. This Agreement and the Exhibits and Schedules
attached hereto contain the entire agreement of the parties hereto with respect
to the subject matter hereof. Any reference herein to this Agreement shall be
deemed to include the Schedules and Exhibits attached hereto.
7.9 Governing Law. The validity, interpretation, construction, and
performance of this Agreement shall be controlled by and construed under the
laws of the State of California. In the event of any litigation arising out of
any dispute in connection with this Agreement, the parties hereby consent to the
jurisdiction of the California courts and the venue of San Diego County,
California.
7.10 Arbitration. Any dispute arising pursuant to this Agreement (but
not pursuant to the Security Agreement) other than with respect to breaches of
Sections 3.1 and 3.2 hereof shall be submitted for arbitration by an arbitrator
mutually satisfactory to Purchaser and Seller. If Purchaser and Seller are
unable to agree on a single arbitrator within thirty (30) days of the date of
the first written notice suggesting an arbitrator, then the arbitrator shall be
selected by the mutual agreement of two persons, one designated by Seller and
one designated by Purchaser. The arbitrators shall abide by the rules of the
American Arbitration Association and their decision shall be final and binding
on all parties.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed on its behalf by its duly authorized officers, all as of the day and
year first above written.
PURCHASER: Photomatrix, Inc.
By: _______________________________
Xxxxxxx X. Xxxxx, CEO
SELLER: MGM TechRep, Inc.
By: ________________________________
Xxx Xxxxxxxx, President
Exhibits:
1.1(a) - Equipment
1.1(b) - Contracts
1.2 - Assumed Liabilities
1.3 - Purchase Price
Exhibit 1.1(a)
MGM TECHREP EQUIPMENT LIST (7/1/98)
1- Oak executive desk and wall unit combination
1- Executive chair
1- Oak credenza
1- Oak bookshelf
1- File cabinet (Oak)
3- Matching chairs
1- Pentium computer NCC 486DX2
1- HP Deskjet 692C
1- Compudyne monitor
1- Axion monitor
1- Casio DL-220 printing calculator
1- Upright 5 panel file cabinet
2- 4 drawer file cabinets
1- Vision 21 computer
1- Trade show booth
1- 5-ft. table
Exhibit 1.1(b)
Contracts With MGM Principals
I-PAC Manufacturing, Inc. (Contract Manufacturing)
I-PAC Express Assembly, Inc. (Contract Manufacturing)
Astron (Connectors)
Tyee Products (Resistors & Capacitors)
Machrone Manufacturing Corp. (EMI-Inductors)
Marina Pacific (Custom & Standard cables/fiber optics)
Tumbler (Power Cords)
Korean Circuits Company (PCB's)
Global Circuits (PCB's)
Tri-Star Engineered Products (PCB's)
Advanced Engineering & Molding (Plastic Injection Molding)
Techcraft (Custom Sheet Metal)
Autec Power Systems (Power Supplies) - Pending
Pacific Transformer (Transformers & Transducers)
Alliance Semi-conductor (memory) - Pending
MGM COMMISSION RECEIPT CALCULATION
(copy of Check/Remittance attached)
Principal:_____________________ Date Received:_______________________
CHECK TOTAL PRE-JULY 1, 1998 INVOICES POST JULY 1,1998 INVOICES
$ $ $
x 100% x 75
$ $
SUMMARY
TOTAL RECEIVED:
AMOUNT DUE O-MGM:
PAID CHECK#__________________ DATE:___________________
Exhibit 1.2
ASSUMED LIABILITIES
No liabilities incurred prior to July 1, 1998, are assumed by Purchaser except
as specified here below:
A. Liabilities for personnel employed by Seller on June 30, 1998
that Purchaser determined it would hire , effective July 1, 1998,
to conduct the Business, to include:
1. Unpaid but earned wages in arrearage.
2. Unpaid but earned leave benefits.
3. Unpaid but earned sales commissions.
4. Payroll tax liabilities associated with 1-3
above.
5. Employment agreement obligations for the post
July 1, 1998 period.
B. The personnel covered include :
1. Xxx Xxxxxxxx
2. Xxxx Xxxxxxxx
3. Xxxx Xxxxx
4. Xxxxxx Xxxxx
Exhibit 1.3
PURCHASE PRICE
The price to be paid by Purchaser to Seller for the Business shall all be
allocated to Goodwill, and shall be comprised of the following:
Purchaser shall compromise and forgive any and all sales commission
advances paid out to Seller by IPAC Manufacturing, Inc. and/or IPAC Express
Assembly, Inc. that remain outstanding as of June 30, 1998.
Purchaser shall compromise and forgive any and all Accounts Payable
owing by Seller to Purchaser, IPAC Manufacturing, Inc. or IPAC Express Assembly,
Inc. as of June 30, 1998.
Purchaser shall pay over to Seller an amount equal to :
100% of commission payments Purchaser receives the principals that
Seller has transferred to Purchaser [Exhibit 1.1 (b)] in this Agreement, that
were earned prior to July 1, 1998;
75% of commissions earned from the principals specified in Exhibit 1.1
(b) for the period of July 1, 1998, through June 30, 1999;
50% of the commissions earned from the principals specified in Exhibit
1.1 (b) for the period of July 1, 1999, through June 30, 2000;
35% of the commissions earned from the principals specified in Exhibit
1.1 (b) for the period of July 1, 2000, through June 30, 2001.
Payments due to Seller pursuant to A-C of this paragraph shall be paid
monthly, prior to the 15th of the month, for amounts due through the end of the
prior month.
Purchaser shall owe no amounts to Seller for principals that it secures
subsequent to July 1, 1998, that are not included on Exhibit 1.1 (b), or for
customers of those principals that were not a customer of one or more of those
principal accounts prior to July 1, 1998.
