STATE OF FLORIDA
COUNTY OF __________________
CONTRACT
This agreement, made and entered into this day by and between DRAG N'
BAITS, INC., a Florida Corporation, hereinafter referred to as the "Seller", and
KILLER BEE, INC., a Mississippi Corporation, a wholly owned subsidiary of Global
Seafood Technologies, a Nevada Corporation, hereinafter referred to as the
"Purchaser",
WITNESSETH:
For and in consideration of the sum of $339,000.00 paid by the Purchaser to
the Seller, the receipt of which is hereby acknowledged, the Seller does hereby
agree to sell to the Purchaser, and the Purchaser agrees to purchase from the
Seller, for the amount and on the terms and conditions hereafter set out, the
following described assets, to-wit:
The inventory*, equipment, furniture, trade fixtures, and other tangible
personal property situated in the premises occupied by the Seller at 0000
Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx more particularly described in Exhibit
"A" attached hereto and made a part hereof.
*Sellers inventory will be valued at the time of sale by a mutual taking of
the inventory by Seller and Buyer. (Said inventory to be valued at cost and
paid for separately by Purchaser at the time of sale).
Included in this sale, and as part of the purchase price, are the two boats
listed in Exhibit "A" which are owned by Marathon Boats, Inc., an affiliate of
Seller.
1. The purchase price for said property shall be the sum of Three Hundred
Thirty-Nine Thousand Dollars ($339,000.00), of which amount One Hundred
Thirty-Nine Thousand Dollars ($139,000.00) shall be paid in cash at closing. The
sum of One Hundred Thousand Dollars ($100,000.00) shall be paid within ninety
(90) days from the date of closing. The balance of purchase price in the amount
of One Hundred Thousand Dollars ($100,000.00) shall be paid within one hundred
eighty (180) days from the date of closing. Possession of the property is to be
delivered upon closing with Purchaser, and the payment of the initial down
payment. The parties agree that for tax purposes, the initial payment of
$139,000.00 shall be allocated 100% to the boats being sold by Marathon Boats,
Inc.
2. Personal property taxes on equipment and inventory for the current year
shall be prorated at the time of closing.
3. Purchaser acknowledges that he has inspected the assets to be conveyed
and agrees to accept same in their present condition and state of repair. Seller
agrees that inventory levels at closing shall be substantially at present level,
without adjustment for sales in the normal course of business.
4. Seller warrants that they hold good and merchantable fee simple title in
and to the hereinabove described property, free and clear of all liens.
5. In the event the assets covered by this agreement are destroyed or
materially damaged by fire or other cause prior to closing, or in the event
inventory levels are changed outside the normal course of business, the
Purchaser shall have the option of terminating this Contract.
6. Title to said property shall be conveyed by good and sufficient Xxxx of
Sale free and clear of all liens and encumbrances.
7. Anything to the contrary not withstanding, there is and shall be
excluded from this Contract all accounts receivable and accounts payable of the
Seller, and all cash, bank deposits, and/or cash equivalence belonging to the
Seller, if made or incurred prior to the date of sale. Any sales or accounts
receivables made or incurred after the closing date shall belong to the
Purchaser.
8. It is understood that Five C's Fuel Dock, Inc., a Florida Corporation
and an affiliate of the Seller ("Lessor") shall lease the premises located at
0000 Xxxxx Xxxx Xxxxxx,
Xxxxxxxx, Xxxxxxx to Purchaser for the sum of $3,500.00 per month for five (5)
years with an option for an additional five (5) year lease; prior to the
expiration of the first five (5) years lease the Lessee shall advise in writing
to the Lessor as to whether or not Lessee wishes to exercise their additional
five (5) year lease option. Should Lessee not choose to exercise the second five
(5) year lease, said property will revert back to Lessor. Said lease shall
include the facility, office, and equipment that is not included in the sale,
that the monthly rent shall be prorated at the time of closing; and that the
Purchaser shall be responsible for all rents and rental agreements after the
date of closing. It is further agreed that the Purchaser shall be responsible
for all permits which may be required for the future operation of the business
in said premises.
(A) That Lessee agrees to pay a five (5%) percent increase in the rent each
year to begin after the first year, and a ten (10%) percent increase in the rent
each year to begin after the fifth year in the event the lease is renewed.
(B) If for any unforeseen cause, including but not limited to, a natural
disaster which substantially destroys the premises, and after the first thirty
(30) months of the lease term, a net ban or other adverse government statutes,
and/or regulation(s), or any other unforeseen cause beyond the control of
Purchaser that: would make the continued operation of the business incapable of
making a profit for the purchaser, the purchaser has the option to cancel the
lease of the building without penalty.
9. The Lessee/Purchaser shall carry liability insurance, insurance on the
contents of the leased property for protection of Lessee, Purchaser, and will
carry and/or reimburse Lessor for the cost of flood, wind, and casualty
insurance on the leased building as long as the facility is leased by Purchaser
and property is usable as a facility for packing bait. Each such policy will
name Lessor as an additional insured and loss payee and will not be changed or
terminated
without thirty (30) days advance notice to Lessor. Lessor shall if he so chooses
carry liability insurance.
10. The Purchaser assumes no liabilities or debts of the Seller of any
nature. The Seller and Purchaser shall each be responsible for their own closing
expenses in connection with this transaction.
11. The Seller agrees to indemnify and hold harmless the Purchaser against
any loss, damages, suits, judgments, and expenses arising out of claims of any
third party for any taxes, services, contracts, or actions by Seller prior to
the closing date. Seller represents that it is not aware of any pending claims
nor basis for future claims which would affect the assets to be conveyed to the
Purchaser.
12. Purchaser shall be responsible for all utility services and claims
arising out of the conduct of the business after the closing date, and Purchaser
shall indemnify and hold Seller harmless in connection therewith.
13. The parties agree that neither the Seller nor the Purchaser have
retained the services of a broker in connection with this transaction and that
no brokerage commissions shall be due as a result thereof.
14. Delivery of the assets described herein shall be made to the Purchaser
at the time of closing, and payment of the initial down payment $139,000.00.
15. If within three (3) years of the closing, the large blast freezer box
rusts out due to salt water intrusion, the Seller will take the responsibility
for the large blast freezer box under the lease.
16. Seller and Xxxx Xxxxxx, individually agree that they will not compete
directly or indirectly against the Purchaser for a period of ten (10) years.
That Purchaser shall pay the sum
of $2,000.00 per month to Seller for ten (10) years for his agreement not to
compete. This would not preclude the seller from fishing for and selling bait,
which he may continue to do. Seller agrees to sell the bait, other than bait to
be sold to the fresh market, to Purchaser at market price. Seller is free to
sell his bait elsewhere if current market prices and conditions are not offered.
Should said lease be terminated the agreement not to compete shall end at that
the time of the termination of said lease.
17. The Seller does hereby specifically convey the exclusive right to use
the tradename, Drag N' Baits, Inc., together with all associated brand names,
trademarks, or other identifying marks of advertising of any kind or nature
associated with the Seller. If said lease is terminated by Purchaser said trade
name shall revert back to Seller if said lease is terminated within five (5)
years.
18. The Seller further agrees to convey to the Purchaser copies of their
customer lists and further authorizes the Purchaser to use said lists to
continue the sale of the products of the Seller to said customers.
19. To the extent not included in inventory the Seller further authorizes
the sale of all packing material including, but not limited to boxes, cans,
packages, and labels. This provision also includes all mailing and shipping
materials.
20. This sale shall be closed on or before JUNE 28, 1999. In the event the
Purchaser shall fail to complete his purchase of said property within the time
allowed, except for material damage to said property, all amounts paid hereunder
shall be forfeited to the Seller as liquidated damages and this Contract shall
be terminated and void.
21. The Seller shall maintain a security interest under the UCC and
appropriate Florida Law to secure the payment of the purchase price of the
personal property described in Exhibit "A". Upon final payment by the purchaser
to the Seller, all liens of the Seller, its successors
and/or assigns shall immediately be released by the Seller.
22. This agreement shall be governed by, and construed in accordance with
the Laws of the State of Florida.
WITNESS OUR SIGNATURES this the _ day of _________________, 1999.
BY:
--------------------------------
DRAG N' BAITS, INC.
By: XXXX XXXXXX, President
Seller
/s/ XXXXX XXXXXXXXX, President /s/ XXXX XXXXXXXXX, President
--------------------------------- ----------------------------------
GLOBAL SEAFOOD TECHNOLOGIES, KILLER BEE, INC., Purchaser
BY: XXXXX XXXXXXXXX, President BY: XXXX XXXXXXXXX, President
DRAG N BAIT INVENTORY
SALT 38 $ 4.40 $ 162.90 Supplies
SODIUM 56 $ 9.80 $ 548.80 Supplies
ICE BAGS 1 $ 0.00 $ 0.00 New Eqpt 139,000 1160-70 nl
OIL 5 GAL 3 $ 23.78 $ 71.33 Oil-Boats
HYD OIL 5 GAL 1 $ 20.03 $ 20.03 Oil-Boats
2 CYCLE OIL 1 QT 4 $ 20.28 $ 84.48 Supplies
SUPER PLUS 40 0 2 $ 30.75 $ 53.81 Supplies
TEA 57 $ 0.33 $ 18.78 Supplies
MT. DEW 32 $ 0.33 $ 10.53 Supplies
ROOT BEER 25 $ 0.33 $ 8.23 Supplies
DIET PEPSI 24 $ 0.33 $ 7.90 Supplies
7 UP 23 $ 0.33 $ 7.57 Supplies 1,827.00 1810-10 ppI
XX XXXXXX 10 $ 0.33 $ 3.29 Supplies 426.06 6675-10 Bmt Eip
ORANGE 50 $ 0.33 $ 16.46 Supplies 1897.70 6631-10 Sup. Promot.
PEPSI 50 $ 0.33 $ 16.46 Supplies 1079.34 6630-10 Supplies
BANNER 21 $ 83.70 Supplies 37,049.10 6634-10 Packaging
CHANGE LEFT IN $ 1,757.70 Supplies Promotional 21,292.05 1150-10 Inventory
COKE MACHINE $ 30.00 Supplies
63,571.25
TOTAL INVENTORY $61,744.26
INSURANCE PAID
FLOOD $ 894.00 Prepaid Insurance
WINDSTORM $ 933.00 Prepaid Insurance
TOTAL $63,571.25
*THIS DOES NOT INCLUDE ANY COST FOR THE FREEZERS, STRAPS, MAINTENACE OR ICE
DRAG N BAIT INVENTORY
CASE TOTAL
INVENTORY INCOMPLETE INVENTORY BALLYHOO QTY PER CASE COST PER COST PER LABOR HOOK & COST COST
ITEM 6/22/99 CASE COST COST EACH CASE COST BOXES BAGS PER CASE WIRE COST BAG
---- -----------------------------------------------------------------------------------------------------------------
EXTRA SMALL 23 11 $ 862.30 $0.10 192 $19.20 $0.88 $ 2.64 $ 5.24 $ 0.00 $27.96 $1.75
SMALL 171 9 $ 3,977.73 $0.10 144 $14.40 $0.88 $ 2.64 $ 5.24 $ 0.00 $23.16 $1.93
MED 3 0 $ 75.66 $0.14 120 $16.80 $0.88 $ 2.30 $ 5.24 $ 0.00 $25.22 $2.52
LARGE 0 0 $ 0.00 $0.14 96 $13.44 $0.88 $ 1.84 $ 5.24 $ 0.00 $21.40 $2.68
JUMBO 0 0 $ 0.00 $0.18 60 $10.80 $0.88 $ 6.90 $ 5.24 $ 0.00 $23.82 $0.79
BULK 5LBS 250 0 $ 3,630.00 $1.00 8 $ 8.00 $0.88 $ 0.40 $ 5.24 $ 0.00 $14.52 $1.82
CHUM 418 0 $ 6,069.36 $1.00 8 $12.60 $0.88 $ 0.40 $ 5.24 $ 0.00 $14.52 $1.82
MED 1 HOOK 16 7 $ 1,150.29 $0.14 90 $12.60 $0.88 $ 6.90 $17.18 $33.30 $70.86 $2.36
MED 2 HOOK 40 4 $ 3,764.11 $0.14 90 $12.60 $0.88 $ 6.90 $32.91 $40.50 $93.79 $3.13
MED 1 HOOK MON 4 0 $ 231.24 $0.14 90 $10.08 $0.88 $ 6.90 $17.18 $20.25 $57.81 $1.93
FLYING FISH 49 16 $ 1,683.40 $0.14 72 $ 0.00 $0.88 $18.00 $ 5.24 $ 0.00 $34.20 $0.48
25LBS SQUID 4 0 $ 3.72 $0.00 25LB $ 0.00 $0.88 $ 0.05 $ 0.00 $ 0.00 $ 0.93 $0.93
LARGE SQUID 1 0 $ 6.40 $ 5.52 $ 0.00 $6.40
RAW MATERIAL C1 43 0 $ 37.84 $0.00 30LBS $0.88 $0.88
TOTAL BAIT INVENTORY $ 21,292.05 Inventory
QTY COST EACH TOTAL
BOXES TOPS 1991 $ 0.42 $ 836.22 Packaging Material
BOXES BOTTOMS 1819 $ 0.46 $ 836.74 Packaging Material
SMALL BAGS 45030 $ 0.23 $10,356.90 Packaging Material
MED BAGS 81030 $ 0.22 $17,745.57 Packaging Material
JUMBO BAGS 14160 $ 0.21 $ 3,001.92 Packaging Material
SHIRTS 64 $ 6.00 $ 384.00 Packaging Material
HATS 10 $ 4.50 $ 45.00 Supplies Promotional
JACKETS 0 $39.00 $ 0.00
2 HOOK RIGGED 7075 $ 0.45 $ 3,183.75 Packaging Material
WIRE 80 $ 8.80 $ 704.00 Packaging Material
COOLIE CUPS 100 $ 0.95 $ 95.00 Supplies Promotional
SHRINK WRAP 1 $34.70 $ 26.03 Supplies
300 GAL FUEL 300 $ 0.65 $ 196.42 Fuel-Boats
STRAPPING ROLL 2 $52.05 $ 104.10 Supplies
STAPLES 2 $44.25 $ 99.56 Supplies
PAPER BAGS 1 $25.00 $ 18.75 Supplies
