Agreement of Purchase and Sale
To:Compuquest Inc. ("Compuquest")
Dated:October 21, 2003
WHEREAS:
1. Compuquest carries on a computer reseller business (the "Business") out of
premises located at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, # ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,.▇▇▇ ▇▇▇
2. International Mount Company Inc., or an entity designated by International
Mount Company Inc.("International ") wishes to acquire all of the assets of
the Business upon the terms and subject to the conditions hereinafter set
forth.
AGREEMENT:
3. The total purchase price for all of the operating assets of the Business,
including, inter alia, all work in progress, inventory, furniture, fixtures
and supplies is to be $292 402 allocated as follows:
a) Accounts receivable $272,902
b) Inventory 9,500
c) Property and equipment 10,000
d) Goodwill, including the name Compuquest 1
4. The purchase price for the assets shall be paid as follows:
a) $10 in cash or by certified check or bank draft as a deposit upon
execution of this Agreement, to be held by the lawyers for
Compuquest, in trust, and paid to Compuquest on closing.
In the event the transaction fails to close if one of the
conditions of the agreement is not met through no fault of
International, the $10 is returned to International, and
otherwise is for the account of Compuquest.
b) $292,402 by assuming the liabilities of Compuquest allocated as
follows:
i) Bank indebtedness $101,988
ii) Accounts payable 190,414
c) Consummation of the sale, with payment by the Buyer of the balance
of the purchase price by the assumption of the liabilities
aforesaid, and the execution and delivery of the closing documents
will take place on or before October 31st, 2003 ("Closing")
5. Compuquest promises and agrees to convey good, clear, and marketable title
to all the assets and property to be sold hereunder, the same to be free and
clear of all liens and encumbrances, other than liens and encumbrances
directly related to the liabilities being assumed by International. Full
possession of said property will be delivered in the same condition that
it is now, reasonable wear and tear excected.
CONDITIONS OF AGREEMENT:
This agreement is conditional upon International, acting reasonably, satisfying
itself as to the following matters, and that such matters are true at the
time of Closing:
6. That International will agree to retain the employees of the business listed
below ("Employees"), and that those Employees shall have agreed to be
employed by International on the same terms on which they are currently
employed. (▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
7. The balance of the employees of Compuquest not being hired by International
shall be the responsibility of Compuquest.
8. That the books and records of Compuquest are correct and accurately reflect
the business of Compuquest in all material aspects.
9. That the material contracts of Compuquest are assignable to International.
International has completed its due diligence and is satisfied on all matters.
All due diligence matters are for the benefit of International and have been
waived by International.
10. On Closing, Compuquest will provide such representations and warranties
as counsel for International may reasonably require, stating that they have
the authority to sell the assets of the Business and that there are no
adverse claims that have not been disclosed and that may affect the
property, and that they have complied with the provisions of the Bulk
Sales Act.
11. The Closing of this transaction is contingent upon the following
conditions:
a) No material adverse change in the business of Compuquest
b) Completion of proper legal documentation as required by
International 's counsel acting reasonably.
Article 1 CONFIDENTIALITY
12. In connection with its due diligence investigations, International agrees
not to use any of Compuquest' confidential information for any purpose
other that the exclusive purpose of evaluating the possibility of entering
into a definitive Agreement with the Corporation with respect to the
proposed transaction. The term "confidential information" means such
information that is not in the public domain that Compuquest furnishes
to International, regardless of whether specifically identified as
confidential, but does not include information that is generally in the
public domain.
Dated the 21st day of October, 2003
The International Mount Company Inc.
Per: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇ - President
Accepted this 21st day of October, 2003
Compuquest Inc.
Per: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - President