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EXHIBIT 10.12
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of August 20, 1996 by and between
Wizdom Systems, Inc., a corporation duly organized under the laws of the State
of Illinois ("Buyer"), and VASCO Corporation, a corporation duly organized
under the laws of the State of Delaware ("Seller").
W I T N E S S E T H:
WHEREAS, Seller is, among other things, engaged under the name of VASCO
Performance Systems ("VPS") in the business of improving the productivity and
profitability of its clients through consulting, training and intelligent
application of technology (the "Business"); and
WHEREAS, Buyer wishes to purchase from Seller and Seller wishes to sell to
Buyer substantially all of the assets (both tangible and intangible) of Seller
used in connection with the Business.
NOW, THEREFORE, in consideration of one (1) copy of the WizdomWorks for Windows
Enterprise Edition software, including upgrades and a reasonable amount of
training for the term of this Agreement, and the premises and the mutual
agreements hereinafter set forth, the parties hereto hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF ASSETS
1.01 Purchase of Assets. On the terms and subject to the conditions set
forth herein, at the "Closing" (as defined in Section 2.01) Buyer shall
purchase from Seller, and Seller shall sell, assign, transfer, convey and
deliver to Buyer, all of Seller's right, title and interest in and to all of
the assets and properties owned or used by Seller in the Business including
those assets described in Section 1.02 hereof, except for the Excluded Assets
(as defined below); all of such assets and properties being hereinafter
collectively referred to as the "Purchased Assets."
1.02 Purchased Assets. The Purchased Assets shall include, without
limitation, all of Seller's right, title and interest in and to all of the
following assets whether tangible or intangible:
(a) Accounts receivable;
(b) Name (VASCO Performance Systems) for a two year period;
(Name will revert to Seller at end of two year period. Buyer
agrees to include a disclaimer on all materials where VASCO
Performance Systems is used (i.e. "not affiliated with VASCO
Corp.))
(c) Rights (as defined in Section 5.09 hereof);
(d) Contracts to supply services to unaffiliated third parties;
(e) Methodologies related to training services of VPS;
(f) All client/project files of VPS;
(g) Any marketing materials on hand for VPS; and
(h) Goodwill.
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1.03 Excluded Assets. The Purchased Assets shall not include:
(a) Any and all assets of Seller not associated with the
Business;
(b) The minute books of the Seller;
(c) Telephone number of the Seller; and
(d) The tax returns of the Seller.
The foregoing are collectively referred to herein as the "Excluded Assets."
1.04 Instruments of Transfer. Seller shall deliver to Buyer at Closing
such bills of sale, title documents and assignments and consents (where
required) in form and substance satisfactory to Buyer and its counsel
sufficient to vest in Buyer good and valid title to all of Seller's right,
title and interest in and to the Purchased Assets free and clear of all
mortgages, claims, liens, charges or encumbrances of any kind or nature
whatsoever.
ARTICLE II
CLOSING
2.01 Closing. The Closing of the transactions contemplated hereby (the
"Closing") shall take place at Wizdom Systems, Inc. 0000 Xxxxxxxx Xxxx,
Xxxxxxxxxx, XX or at such other place or time as shall be mutually agreed on by
the parties hereto (such time on such date or such other agreed upon time and
date is called the "Closing Date").
ARTICLE III
CONSIDERATION
3.01 Purchase Price. The purchase price to be paid by Buyer for and in
consideration of the sale, assignment, transfer, conveyance and delivery of the
Purchased Assets shall be in the form of a royalty ("Royalty") and shall be
equal to five percent (5%) of gross training revenues in excess of $350,000 on
an annual basis for a period of five (5) years from the date of this Agreement,
as reported to Seller on a quarterly basis. Seller reserves the right to
inspect the books and records of Buyer relating to the Business during this
five year period, upon at least forty-eight (48) hours written notice to Buyer
and during normal business hours. Any such inspection shall be conducted so as
not to disrupt Buyer's operations.
3.02 Payment of Purchase Price. Payment of the Royalty will be made in
accordance with Schedule 3.02. The $350,000 amount shall be prorated to
reflect periods of more and less than one year, respectively.
ARTICLE IV
ASSUMED OBLIGATIONS
4.01 Assumption. At the Closing, Buyer shall assume and agree to pay,
perform and discharge the obligations of Seller (the "Assumed Obligations")
arising from and after the Closing Date pursuant to those contracts of Seller
being transferred to Buyer and specifically identified as an "Assumed Contract"
on Schedule 4.01 hereof (the "Assumed Contracts"); provided however Assumed
Obligations do not include any liability arising out of or from the Assumed
Contracts for acts or omissions with respect to the Assumed Contracts prior to
the Closing Date. Any other provision of this Agreement to the contrary
notwithstanding, Buyer shall not and does not assume any liability or
obligation of Seller whether or not disclosed in this Agreement other than as
is set forth in this Section 4.01 or Schedule 4.01 subject to the foregoing
limitation.
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4.02 Representations and Warranties with Respect to the Assumed Customer
Contracts. With respect to the Assumed Contracts with Xxxxxx Corporation,
Pitney Xxxxx, Safety Kleen Corporation, Waste Management, Inc. and United
Airlines (Xxxxx Xxxxxx Consulting) (the "Assumed Customer Contracts"), Seller
represents and Warrants that as of the date hereof and as of the Closing Date:
(a) on Schedule 4.02 is set forth a true and complete statement of the
amounts paid to Seller by the other parties to the Assumed Customer Contracts
(the "Customer") and the amount yet to be received under the Assumed Customer
Contracts if Buyer performs the remaining work to be performed under such
Assumed Customer Contracts;
(b) on Schedule 4.02 is set forth a true and complete statement of the
amount of work that remains to be performed with respect to each of the Assumed
Customer Contracts;
(c) none of the Assumed Customer Contracts is in default by either party
and Seller has no knowledge of an event or omission which with notice or the
lapse of time or both would become a default under any Assumed Customer
Contract by any party thereto;
(d) none of the Customers have requested that Seller indemnify it as
provided in the Assumed Customer Contracts; Seller has no information that
would lead it to believe that a claim for indemnification under the Assumed
Customer Contracts was likely; and Seller has received no information from any
Customer indicating that it is considering requesting such indemnification;
(e) to the best of Seller's knowledge, none of the Customer is
considering canceling, modifying or otherwise amending its Assumed Customer
Contract;
(f) Seller believes its relationships with the Customers are satisfactory
and the Customers are satisfied with the services that they have received from
Seller under the Assumed Customer Contracts; and
(g) the Assumed Customer Contracts are all the uncompleted contracts for
services to be performed by Seller relating to the Business to which Seller is
a party.
4.03 Representations and Warranties with Respect to the Assumed
Subcontractor Contracts. With respect to the Assumed Contracts with Xxxxxx X.
Xxxxxx, Xxxx Xxx Xxxxxxxxxx and Xxxx Xxxx (the "Assumed Subcontractor
Contracts"), Seller represents and warrants that as of the date hereof and as
of the Closing Date:
(a) none of the Assumed Subcontractor Contracts is in default by either
party thereto and Seller has no knowledge of an event or omission which with
notice or the lapse of time or both would become a default under any Assumed
Subcontractor Contract by any party thereto;
(b) to the best of Seller's knowledge, none of the other parties to the
Assumed Subcontractor Contracts (the "Subcontractors") is considering
canceling, modifying or otherwise amending its Assumed Subcontractor Contract;
(c) Seller believes its relationships with the Subcontractors are
satisfactory and it has received no substantive complaints by the
Subcontractors;
(d) to the best of Seller's knowledge, Seller's Customers under the
Assumed Customer Contracts are satisfied with the services that they have
received from the Subcontractors; and
(e) no amounts not disclosed herein are owed to the Subcontractors under
the Assumed Subcontractor Contracts.
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4.04 Consents. At the Closing, Seller shall deliver to the Buyer signed
written consents of each of the other parties to the Assumed Contracts (the
"Assumed Contract Consents") stating that: (i) such party consents to the
assignment to Buyer of the Assumed Contract to which it is a party; (ii) to
the best of such party's knowledge, there is no default or event which with the
giving of notice or the lapse of time or both which would become a default
under such contract; (iii) in the case of the Assumed Subcontractor Contracts,
there are no amounts owed the Subcontractor under such contract or the amount
owed, if any; and (iv) in the case of the Assumed Customer Contract, the amount
that the Customer has paid to the Seller under such Assumed Customer Contract
and the work that remained to be performed under such contract as of a date
within three days of the Closing Date.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER
The Seller hereby represents and warrants to and agree with Buyer as
follows:
5.01 Organization and Good Standing. Seller is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware. Seller has full corporate power and authority to conduct the
Business.
5.02 Authority and Compliance. Seller has full corporate power and
authority to execute and deliver this Agreement and any and all documents in
connection herewith and the transactions contemplated hereby. The consummation
and performance by Seller of the transactions contemplated by this Agreement
have been duly and validly authorized by all necessary corporate and other
proceedings. This Agreement has been duly and validly executed and delivered
by the Seller and constitutes a valid obligation of the Seller, enforceable
against the Seller in accordance with its terms. No consent, authorization or
approval of, exemption by, or filing with, any domestic governmental or
administrative authority, or any court, or any third party is required to be
obtained or made by Seller in connection with the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby.
5.03 No Conflict. The performance of this Agreement and the consummation
of the transactions contemplated hereby will not result in a breach or
violation of any of the terms or provisions of, or constitute a default under,
(i) the articles of incorporation or by-laws or similar governing documents of
Seller, (ii) any contract or other agreement or instrument to which Seller is a
party or by which it is bound, or (iii) any law, order, rule, regulation, writ,
injunction or decree applicable to Seller.
5.04 Compliance with Law. Seller and its use of the Purchased Assets and
its conduct of the Business are in compliance in all material respects of any
applicable law or ordinance, or any order, rule or regulation of any
governmental agency or body to which Seller or the Purchased Assets are
subject; nor has Seller failed to obtain or to adhere in all material respects
to the requirements of any government license, permit or authorization
necessary to the ownership of the Purchased Assets or to the conduct of the
Business.
5.05 Financial Statements. Seller has provided Buyer with a 90-day
pro-forma income statement of the Business (the "Financial Statement"). The
Financial Statement is true and correct and presents fairly, in all material
respects, the projected results of its operations for said 90-day period in
conformity with generally accepted accounting principles, consistently applied.
The Financial Statement is attached hereto as Exhibit 5.05 and made a part
hereof.
5.06 Title to Assets. At the Closing, Seller will convey to Buyer good
and valid marketable title to all of the Purchased Assets, free and clear of
all liens, pledges, mortgages, security interests, licenses, and other
encumbrances of any kind or nature whatsoever.
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5.07 Condition of Assets. All tangible assets and properties included in
the Purchased Assets are as of the date hereof and on the Closing Date will be
in good operating condition and repair in all material respects (normal wear
and tear excepted) and are usable in the ordinary course of the Business as
previously conducted.
5.08 Absence of Certain Events. Since December 31, 1995 Seller has not:
(a) sold, assigned or transferred any of its assets or properties
necessary for the operation of the Business, except in the ordinary course of
business consistent with past practice;
(b) made any amendment or termination of any material contract, commitment
or agreement relating to the Business to which it is a party or by which it is
bound;
(c) suffered any material adverse change or received verbal or written
notice of a material adverse change in their business relations with any of the
major suppliers or customers of the Business which would, individually or in
the aggregate, have a material adverse effect on the conduct of the Business;
(d) with respect to the employees of the Business, received notice or had
knowledge of any strike or disruption or lost the services of any key employee
of the Business or received notification of the threatened or imminent loss of
any such employee.
5.09 Patents, Trademarks, Copyrights, etc. Except for as set forth in
Section 1.02, there are no patents, patent rights, patent applications,
licenses, shop rights, trademarks, trademark or any other intellectual property
applications, trade names, copyrights, computer software and similar rights
(collectively "Rights") currently owned or used in the conduct of the Business.
The Purchased Assets include Rights and other proprietary information
necessary to the conduct of the Business as currently being conducted. No
patents, formulae, know-how, secrets, trademarks, trademark registrations,
logos, trade names, assumed names, copyrights or computer software used in the
Business including the Purchased Assets infringe on any patents, trademarks, or
copyrights, or any other rights of any person. Seller has taken all reasonable
measures to maintain and protect the patents, trademarks, trademark
registrations, logos, trade names, assumed names, copyrights and copyright
registrations and trade secrets listed in Section 1.02. Seller has not
received notice of any claims which have been asserted by any person to the use
of any such patents, trademarks, trademark registrations, logos, trade names,
assumed names, copyrights and copyright registrations or trade secrets or
challenging or questioning the validity or effectiveness of any such license or
agreement.
5.10 Legal Proceedings, Etc. There are no claims, actions, suits,
proceedings, arbitrations or investigations, either administrative or judicial,
pending or, to the best knowledge of Seller, threatened by, or against Seller,
which could harm or restrict the Buyer, the Business or the Assumed Contracts.
5.11 Disputes. There are no strikes or disruptions of work involving the
employees of the Business of a concerted nature. Seller is not a party to any
collective bargaining agreement with any union or other representative of
employees.
5.12 Customers; Suppliers; Adverse Conditions. Since December 31, 1995
there has not been any termination or cancellation, nor has Seller received
verbal or written notice of any threatened termination or cancellation of the
business relationship of the Seller with (a) any of the customers of the
Business, or (b) any of the major suppliers of the Business which would, either
individually or in the aggregate have a material adverse effect on the
Business.
5.13 Contracts and Commitments. Seller is not a party to any:
(i) Contract (as defined below) with any present or former
shareholder, director, officer, employee or consultant(including,
without limitation, any employment agreement);
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(ii) Contract for the future purchase of, or payment for, supplies
or products involving payment of in excess of $50,000 or for the
performance of services by a third party involving payment in
excess of $25,000;
(iii) Contract to sell or supply products or to perform services
involving receipt by the Seller in excess of $50,000 other than the
Assumed Contracts;
(iv) Representative, sales agency or distribution agreement,
contract or commitment;
(v) Contract or Contracts for the borrowing of money for a line
of credit, or for a guarantee, pledge or undertaking of the
indebtedness of any other person;
(vi) Contract with respect to any Rights;
(vii) Contract limiting or restraining in any respect Seller from
engaging or competing in any lines of business or with any person;
or
(viii) any other Contract material to the operation of the Business.
As used in the Agreement, the term "Contract" includes any mortgage, indenture,
agreement, contract, commitment or lease.
5.14 Employees. Schedule 5.14 hereof sets forth the name of each employee
of Seller who performs services related to the Business and the job description
and rate of compensation of each such employee as of the date hereof. Seller
has no knowledge of any dispute between Seller and any such employee, any
customer or other substantive complaints against any such employee, or any
activities by such employee disruptive of the workplace.
ARTICLE VI
COVENANTS
6.01 Confidential Information. Seller agrees with Buyer for itself only
that it shall keep secret and retain in strictest confidence, and shall not use
for the benefit of itself or others, all confidential matters relating to the
Business.
6.02 August Xxxxxxxx. Buyer shall be entitled to receive all proceeds to
which Seller would otherwise be entitled to receive for work performed by
Seller under the Assumed Customer Contracts on or after August 1, 1996. All
xxxxxxxx for such period shall be sent directly to Buyer; however, in the event
that Customer remits payment to Seller, Seller agrees to submit payment to
Buyer within three (3) business days. To the best of Seller's knowledge, such
xxxxxxxx will be fully collectable by Buyer in the ordinary course of business,
and will not be subject to any defense or setoff.
6.03 Outstanding Accounts Receivable. Buyer shall be entitled to receive
all proceeds to which Seller would otherwise be entitled to received for work
performed by Seller under the Assumed Customer Contracts or otherwise and
which had not been received by Seller on or prior to August 19, 1996 (the
"Outstanding Accounts Receivable"). Seller represents that as of the close of
business on August 19, 1996 Seller had Outstanding Accounts Receivable with a
face amount of $20,768.28 outstanding and, to the best of the Seller's
knowledge, such accounts receivable are collectable by Buyer in the ordinary
course of business and within 60 days of the date hereof, and are not subject
to any defense or setoff. At the Closing, Seller shall pay Buyer the amount of
all Outstanding Accounts Receivable collected by Seller after August 19, 1996
and shall immediately forward to Buyer all amounts received with respect to
such accounts receivable on or after the Closing Date. Seller shall provide
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Buyer with such assistance as Buyer may reasonably request with respect to the
Outstanding Accounts Receivable or the xxxxxxxx issued with respect to work
performed under the Assumed Customer Contracts during the month of August,
1996.
6.04 Assumed Subcontractor Contracts. VASCO shall be solely responsible
for paying the Subcontractors for all amounts owed the Subcontractors for
services provided under the Assumed Subcontractor Contracts on or prior to
August 20, 1996. VASCO shall pay all such amounts in a timely fashion.
ARTICLE VII
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYER
The obligations of Buyer pursuant to this Agreement are subject to the
satisfaction at the Closing of each of the following conditions, any one or
more of which may be waived by Buyer.
7.01 Accuracy of Representation and Warranties. The representations and
warranties of Seller contained in this Agreement shall be true on and as of the
Closing Date with the same force and effect as through made on and as of the
Closing Date, except as effected by transactions contemplated hereby.
7.02 Performance of Agreement. Seller shall have performed and complied
with all covenants, obligations and agreements to be performed or complied with
by them on or before the Closing Date pursuant to this Agreement.
7.03 Officer's Certificate. Buyer shall have received a certificate of
the Chief Executive Officer of Seller, dated the Closing Date, certifying as to
the fulfillment of the conditions set forth in Sections 7.01 and 7.02 hereof.
7.04 Actions, Proceedings, etc. All actions, proceedings, instruments and
documents required to carry out the transactions contemplated by this Agreement
and all other related legal maters shall be reasonably satisfactory to Buyer
and its counsel; and Buyer shall have been furnished with such other
instruments and documents as it shall have reasonably requested.
7.05 Post Closing Employment. Effective as of the Closing, Buyer shall
have entered into employment agreements in the form customarily used by Buyer
with those employees of Seller listed on Schedule 5.14 (the "Acquired
Employees"). Such agreements that shall make available to each Acquired
Employee such salary as are currently provided to such Acquired Employee by
Seller and the benefits Buyer customarily makes available to its own employees.
Each such employee shall be credited with the seniority and accrued vacation
pay such employees had with the Seller as of the Closing.
7.06 Payment. At the Closing, Seller shall pay Buyer the amount provided
in Section 6.03, if any.
ARTICLE VIII
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER
The obligations of Seller under this Agreement are subject to the
satisfaction at the Closing of each of the following conditions, any one or
more of which may be waived by Seller.
8.01 Accuracy of Representation and Warranties. The representations and
warranties of Buyer contained in this Agreement shall be true on and as of the
Closing Date with the same force and effect as though made on and of the
Closing Date, except as effected by transactions contemplated hereby.
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8.02 Performance of Agreement. Buyer shall have performed and complied
with all covenants, obligations and agreements to be performed or complied with
by them on or before the Closing Date pursuant to this Agreement.
ARTICLE IX
INDEMNIFICATION
9.01 Indemnification by the Seller. The Seller hereby covenants and
agrees with Buyer that Seller shall reimburse and indemnify Buyer and its
successors and assigns and hold them harmless from, against and in respect of
any and all costs, losses, claims, liabilities, fines, penalties, damages and
expenses, including interest which may be imposed in connection therewith and
court costs and reasonable fees and disbursements of counsel (collectively
"Claims") incurred by Buyer due to, arising out of, or in connection with, (i)
a breach of any of the representations, warranties, covenants or agreements
made by the Seller in Article V of this Agreement, or (ii) any liability or
obligation of Seller to any person or entity, except for any obligations under
the Assumed Obligations on or after the date of Closing.
9.02 Indemnification by the Buyer. Buyer hereby covenants and agrees with
Seller that it shall reimburse and indemnify Seller and its successors and
assigns and hold them harmless from, against and in respect of any and all
Claims incurred by Seller due to, arising out of, or in connection with (i) a
breach of any of the representations, warranties, covenants or agreements made
by Buyer in this Agreement, (ii) any breach of an Assumed Obligation occurring
after the date of Closing, or (iii) liabilities relating to the operation of
the Business prior to the Closing Date, and (iv) liabilities relating to the
operation of the Business from and after the Closing Date.
ARTICLE X
GENERAL PROVISIONS
10.01 Survival of Representations, Warranties, Covenants and Agreements.
The representations, warranties and covenants contained in Articles IV, V, VI
and IX of this Agreement shall survive the execution of this Agreement and the
closing of the transactions contemplated hereby.
10.02 Expenses. Whether or not the transactions contemplated by this
Agreement are consummated, all costs and expenses incurred in connection with
the negotiation, drafting, execution and performance of this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense.
10.03 Notices. Any notice, request, instruction or other document to be
given hereunder by any party to any of the other parties shall be in writing
and shall be deemed to have been duly given when delivered personally or three
(3) days after dispatch by an overnight delivery service, such as Federal
Express, DHL, etc. to the party to whom the same is so given or made:
If to Buyer: Wizdom Systems, Inc.
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxx Xxxxxxx
with a copy to: Sugar, Friedberg & Felsenthal
00 Xxxxx XxXxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xx. Xxxxx X. Xxxxx
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If to Seller: VASCO Corp.
0000 X. Xxxxxxxx Xxxxxx, Xxxxx 000-X
Xxxxxxx, XX 00000
Attn: Mr. Xxx Xxxx
with a copy to: Laidley, Xxxxxx & Xxxxxx
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Attn: Xx. Xxxxxxx X. Xxxxxxx
The above addresses may be modified by providing written notice as provided
above to the other parties.
10.04 Assignability and Amendments. Seller may assign the right to
receive the royalties payable under Article III without the consent of the
Buyer. Except as provided above, this Agreement shall not be assignable by
either party without the express written consent of the other party hereto.
This Agreement cannot be altered or otherwise amended except pursuant to an
instrument in writing signed by each of the parties.
10.05 Entire Agreement. This Agreement and the Exhibits and Schedules
which are a part hereof and the other writings and agreements specifically
identified herein contain the entire agreement between the parties with respect
to the transactions contemplated herein and supersede all previous written or
oral negotiations, commitments and understandings.
10.06 Waivers, Remedies. Any waiver hereunder must be in writing and
signed by the party to be bound thereby. A waiver of any of the terms or
conditions of this Agreement shall not in any way affect, limit or waive a
party's rights under any other term or condition of this Agreement. All
remedies under this Agreement shall be cumulative and not alternative.
10.07 Counterparts and Headings. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. All headings are
inserted for convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.
10.08 Severability. If and to the extent that any court of competent
jurisdiction holds any provision (or any part thereof) of this Agreement to be
invalid or unenforceable, such holding shall in no way affect the validity of
the remainder of this Agreement.
10.09 Binding Effects. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors, legal representatives and
assigns.
10.10 Governing Law. This Agreement shall be governed by the laws of
Illinois.
VASCO CORPORATION WIZDOM SYSTEMS, INC.
Signed: /s/ T. Xxxxxxx Xxxx Signed: /s/
-------------------------------- --------------------------------
Name: Name:
---------------------------------- ----------------------------------
Title: President Title: CFO
--------------------------------- ---------------------------------
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SCHEDULE 3.02
PAYMENT OF PURCHASE PRICE
Payment of the Royalty will be made on an annual basis in accordance with the
following schedule:
PERIOD COVERED DATE DUE
-------------- --------
Initial payment Inception through 12/31/97 February 15, 1998
Annual payment 01/01/98 through 12/31/98 February 15, 1999
Annual payment 01/01/99 through 12/31/99 February 15, 2000
Annual payment 01/01/2000 through 12/31/2000 February 15, 2001
Final payment 01/01/2001 through 08/16/2001 October 01, 2001
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SCHEDULE 4.01
ASSUMED OBLIGATIONS/ASSUMED CONTRACTS
Assumed Obligations
-------------------
Subcontract for WMI - Xxxxxx X. Xxxxxx
Subcontract for WMI - Xxxx Xxx Xxxxxxxxxx
Subcontract for Safety-Kleen - Xxxx Xxxx
Assumed Contracts
-----------------
Services Agreement - Xxxxxx Corp.
Services Agreement - Pitney Xxxxx
Services Agreement - Safety-Kleen Corporation
Services Agreement - Waste Management, Inc.
Services Agreement - United Airlines (Xxxxx Xxxxxx Consulting)
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SCHEDULE 4.02
ASSUMED CONTRACTS - WORK REMAINING
Hours Remaining
Customer September October
-------- --------- --------
Pitney Xxxxx 76 -
Waste Management, Inc. 215 -
Xxxxxx Corp. 115 115
United Airlines (Xxxxx Xxxxxx Consulting) 56 56
Safety Kleen 70 30
With regard to the amounts paid to VPS for services already rendered, all
contracts are billed based upon time and materials (with the exception of
Safety Kleen which is a fixed bid). Therefore, the amount already paid is not
applicable for determining the balance of the contracts. Expected remaining
revenue on the above contracts is outlined on Exhibit 5.05.
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SCHEDULE 5.14
ACQUIRED EMPLOYEES
The following represents a listing of the employees to be transferred as part
of this Agreement:
Name Title Salary (annual)
---- ----- ---------------
Xxxxx Xxxxxx Project Manager $55,000
Xxxx Xxxxxxxx Director Consulting & Development $65,000
Xxxx Xxxxxx Account Executive $60,000
