ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT ("Agreement") is made and entered
into as of June 17, 2002, by and between CRT Corp., a Nevada
Corporation, ("Buyer") and INTERNET BUSINESS'S INTERNATIONAL, INC.,
(IBII) a Nevada Corporation, ("Seller").
RECITALS
A. IBII owns all of the assets of Ace Optics, ("Asset").
B. Seller desires to sell and transfer to Buyer and Buyer desires
to purchase and acquire from Seller, all of the customer contracts and
customer lists (by name, address, phone number, user name and
passwords), Software, ASP, proprietary software, contracts pending and
completed and the goodwill of Seller based on the upon the terms and
subject to the conditions set forth in this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Purchases and Sale. Seller hereby sells, assigns, transfers
and delivers to Buyer, and Buyer hereby purchases and acquires from
Seller, all the Assets upon the terms and subject to the conditions set
forth in this Agreement.
2. Purchase Price and Payment Terms. The purchase price for all
the Assets is as follows, $2,000,000 worth of Companies restricted
shares at closing by issuing 2,000,000 shares of pre reverse, CRT stock.
3. Representations and Warranties of Seller. Seller hereby
represents and warrants to Buyer as follows:
3.1 Authority. Seller has the right, power and authority to
enter into this Agreement and to perform all obligations required to be
performed by it hereunder. Seller has the full power to transfer the
Assets to Buyer without obtaining the consent or approval of any other
person or governmental authority.
3.2 Title to Assets. Seller is the owner, beneficially and of
record, of all the Assets, free and clear of all liens, encumbrances,
security agreements, equities, options, claims, charges, and
restrictions. Seller owns the name Ace Optics .com, which is duly
registered with all appropriate agencies.
3.4 Assignment Letter. Seller will prepare an assignment letter
to be sent to the customers upon execution of this Agreement as
required. Effective upon mailing of the notification letter, all
payments received from any customer shall become the property of Buyer.
3.5 Absence of Undisclosed Liabilities. Seller does not have
any debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise, and whether due or to become due, or
lawsuit, claim, or threatened lawsuit or threatened claim related to
the assets and company contracts.
3.6 Compliance with Laws. Seller has not received notice of any
violation of any applicable federal, state or local statute, law or
regulation of any kind or nature whatsoever, including, without
limitation, any applicable building, zoning, environmental protection,
health and safety, handicap access, or other law, ordinance or
regulation, affecting its properties or the operation of its business
and there are no such violations. Seller has all proper and valid
licenses, permits and other governmental authorities necessary to
conduct its business as now being conducted.
3.7 Agreement Will Not Cause Breach or Violation. The
consummation of the transactions contemplated by this Agreement will
not result in or constitute any of the following: (a) a breach of any
term or provision of this Agreement; (b) a default or an event that,
with notice, lapse of time, or both, would be a default, breach, or
violation of the articles of incorporation or bylaws of Seller or any
lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument, or arrangement to which it is bound; (c) an event that
would permit any party to terminate any agreement or to accelerate the
maturity of any indebtedness or other obligation of Seller; or (d) the
creation or imposition of any lien, charge, or encumbrance on any of
the properties of Seller.
3.8 Full Disclosure. None of the warranties made by Seller on its
own behalf, contain, or will contain any untrue statement of a material
fact, or omit to state any material fact necessary to make the
statements made true and accurate in all material respects.
4. Representation and Warranties of Buyer. Buyer hereby
represents and warrants to Seller as follows:
4.1 Authority. Buyer has the right, power and authority to enter
into this Agreement and to perform all obligations required to be
performed by it hereunder.
4.2 Authorization. This agreement and all other agreements and
documents executed and delivered by Buyer constitute valid and legally
binding obligations of Buyer enforceable in accordance with their
respective terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and subject to
availability of equitable remedies.
5. Closing. Buyer and Seller agree that the closing wherein
Buyer purchases the Assets from Seller shall occur on the date this
Agreement is signed. The parties agree that Buyer shall take over all
expenses and receive all income from the date of the closing.
6. Survival of Warranties and Obligations. All representations,
warranties, covenants and agreements of the parties contained in this
Agreement will survive the closing.
7. Indemnification by Seller. IBII, hereby agrees to indemnify,
defend, protect and hold Buyer, and/or its assigns, harmless against
and in respect of all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies,
including interest, penalties and reasonable attorneys' fees, Buyer may
incur or suffer, which arise, result from or relate to any breach or
failure by Seller to perform any of its representations, warranties,
covenants or agreements in this Agreement. Seller further agrees to
indemnify and hold Buyer and/or its assigns harmless from all
liabilities not disclosed to the Buyer and accepted by the Buyer, and
specifically, Buyer will not be responsible for any back taxes owed by
Seller to any taxing authority.
8. Attorneys' Fees and Litigation Costs. Each party shall be
solely responsible for the costs and fees of its own attorneys in
connection with the negotiation of this Agreement. If any suit, legal
proceeding, arbitration or other action is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party shall be entitled to
recover its reasonable attorneys' fees and other costs incurred in such
proceeding or action, in addition to any other relief to which it may
be entitled.
9. Governing Law. This Agreement will be construed in accordance
with, and governed by, the laws of the State of California as applied
to contracts that are executed and performed entirely in California.
10. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns.
11. Counterparts Delivery by Facsimile Transmission. This
Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which when taken together shall
constitute one and the same document. The signature of any party to any
counterpart shall be deemed a signature to, and may be appended to, any
other counterpart. Any party may deliver its signed counterpart of this
Agreement to the other party by facsimile transmission, and such
delivery shall be deemed made and completed upon receipt of such
facsimile transmission by the other party. Any party delivering a
signed counterpart by facsimile transmission agrees to promptly send
the counterpart bearing its original signature to the other party;
provided that a delay or failure to do so shall not negate the
effectiveness of the delivery made by the facsimile transmission.
12. Entire Agreement; Amendment. This Agreement contains the
entire understanding between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior or
contemporaneous written or oral negotiations or agreements between them
regarding the subject matter hereof. No addition, modification or
amendment of or to any term or provision of this Agreement, or to this
Agreement as a whole, shall be effective unless set forth in writing
and signed by all the parties hereto.
13. Consultation. Seller agrees to provide technical support
during the transfer and for a period of ninety (90) days after the
transfer when requested by Buyer.
14. Cooperation. Seller agrees to cooperate with Buyer in
signing all necessary governmental forms to accomplish the transfer of
Ace Optics .com, as requested by Buyer.
15. Representation by Counsel. Counsel has represented both
Buyer and Seller at all times, such that the interpretation of this
Agreement shall not be construed against the draftsman. Rather it is
understood that both parties have had an equal role in drafting this
Agreement.
SELLER BUYER
By/s/Xxxxxx Xxxx By/s/Xxxx Xxxxx
BY: Xxxxxx Xxxx, CEO BY: Xxxx Xxxxx, President
INTERNET BUSINESS'S CRT CORP.
INTERNATIONAL, INC.
