CONFIDENTIAL
AGREEMENT FOR PURCHASE AND SALE
OF ASSETS
between
SIGN PRODUCTS OF AMERICA, INC.
and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENTERTAINMENT, INC.
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
This Agreement for Purchase and Sale of Assets (this
"Agreement") is entered into as of this ___ day of March, 1998 by
and among SIGN PRODUCTS OF AMERICA, INC. a California corporation
("Seller"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENTERTAINMENT, INC., a Colorado
corporation ("Purchaser").
WHEREAS, Seller owns and operates a business known as
"Community Marquee" primarily engaged in the manufacture, marketing,
management and display of advertising and informational kiosks.
Seller's principal place of business is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Seller owns equipment inventories,
contract rights with universities and with advertisers, leasehold
interests, permits and miscellaneous assets used in connection with
the operation of its business;
WHEREAS, Purchaser desires to acquire all the assets used or
useful, or intended to be used, in the operation of Seller's
business, and Seller desires to sell such assets to Purchaser.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Assets Purchased.
1.1 Assets Purchased. Seller agrees to sell, transfer,
convey and assign to Purchaser and Purchaser agrees to purchase from
Seller, subject to the terms and conditions set forth in this
Agreement, all of Seller's rights, title and interest in and to the
assets of the operation of the business of Seller known as
"Community Marquee" (the "Business"), including without limitation
those assets set forth on Exhibit A hereto ("Assets"), other than
those assets expressly excluded in paragraph 2 hereof. The parties
hereto acknowledge that such Assets constitute all of the assets
necessary for the operation of the Business.
1.2 No Liabilities Assumed. Purchaser accepts no
responsibility for any and all accounts payable, note obligations,
contingent liabilities or any other liabilities of the Business
prior to the Closing Date hereof. Seller represents and covenants
that any and all liabilities of the Business shall be paid in full
within 15 days of the Closing Date from the proceeds hereof.
Section 2. Excluded Assets. Assets excluded from this sale and
purchase are: Accounts Receivable as of the Closing Date with
respect to periods of operation preceding the Closing Date.
Section 3. Purchase Price for Assets. The purchase price for
the Assets shall be FIFTY THOUSAND DOLLARS AND NO/100 ($50,000),
which shall be paid by the Purchaser as follows:
3.1 A total of $25,000 in a refundable deposit (the
"Deposit") shall be deposited by Purchaser on Tuesday, March 31,
1998 with the client trust account of ▇▇▇▇ ▇▇▇▇▇, counsel to Seller.
In the event the Closing Date does not occur on or before April 30,
1998, the Deposit shall be immediately returned to Purchaser upon
written request therefor if the Seller does not comply with the
terms of this Agreement.
3.2 A total of $25,000 shall be paid by Purchaser to
Seller at the Closing Date.
3.3 The remaining $25,000 shall be paid by Purchaser to
Seller in four equal quarterly installments of $6,250 (without
interest) at the 90 day, 180 day, 270 day and 350 day anniversaries
of the Closing Date (collectively, the "Installment Compensation").
▇▇▇ ▇▇▇▇▇▇▇▇ agrees to personally guarantee the Installment
Compensation.
Section 5. Adjustments. All revenues and expenses (including
but not limited to utilities, personal property taxes, rents, real
property taxes, wages, vacation pay, payroll taxes, and fringe
benefits of employees of Seller) from the operation of the Business
shall be prorated as of 5:00 p.m. as of the Closing Date. All
Business revenues relating to the period from and after the Closing
shall be the responsibility and property of Purchaser upon the
execution of this Agreement. All of the Business' accounts
receivable outstanding as of the execution of this Agreement which
relate to services prior to Closing shall be the property of the
Seller and no modification of the Purchase Price herein shall be
undertaken whether or not such accounts receivable are collected by
Seller. Revenues and expenses from the operation of the Business
relating to the period after the Closing shall be the property and
liabilities, respectively, of Purchaser.
Section 6. Seller's Representations and Warranties. Seller
represents and warrants to Purchaser as of the date hereof and as of
the Closing Date as follows:
6.1 Authority. Seller has full right, title, authority
and capacity to execute and perform this Agreement and to consummate
all of the transactions contemplated herein.
6.2 Business Location and Leases. There are no defaults
or events with respect to the location of the Business that, with
notice or lapse of time, or both, will constitute any manner of
default or obligation of Seller as to any real or personal property
leases. All of the leases referenced in this Agreement are valid
and in full force, and there are no defaults or events that, with
notice or lapse of time, or both, would constitute a default
thereunder.
6.3 Title to Assets. Except as may be described
in Exhibit A of this Agreement, Seller holds good and marketable
title to the Assets, free and clear of restrictions on or conditions
to transfer or assignment, and free and clear of liens, pledges,
charges, or encumbrances.
6.4 Brokers and Finders. Seller has not employed
any broker or finder in connection with the transactions
contemplated by this Agreement, or taken action that would give rise
to a valid claim against any party for a brokerage commission,
finder's fee, or other like payment.
6.5 Transfer Not Subject to Encumbrances or Third-Party Approval.
The execution and
delivery of this Agreement by Seller and the consummation of the
contemplated transactions, will not result in the creation or imposition
of any valid lien, charge, or encumbrance on any of the Assets, and will
not require the authorization, consent, or approval of any third party,
including any governmental subdivision or regulatory agency.
6.6 Inventory. The inventory existing for Seller as of
the Closing will be set forth in Exhibit A to this Agreement (the
"Inventory"). The Inventory consists of kiosks, supplies,
advertising materials and other items of a quality and quantity
usable in the ordinary course of business for Seller. All items
included in the Inventory as of the Closing will be transferred to
Purchaser and shall be valued at Seller's cost and shall include
prepaid expenses. No items included in the Inventory have been
pledged as collateral or held by Seller on consignment from others.
6.7 Title to Assets. To the best of its knowledge except
as otherwise provided in this Agreement, Seller has good and
marketable title to all of the Assets, whether personal, mixed,
tangible or intangible. The Assets are owned by Seller free and
clear of all mortgages, liens, pledges, charges, encumbrances,
equities, claims, easements, rights of way, covenants, conditions,
or restrictions, except as may have otherwise been previously
disclosed herein. Seller has received no notice from any
governmental agency or any third party that it occupies the location
of the Business in violation of any law, ordinance, regulation or
decree.
6.8 Insurance. Seller has maintained and now maintains
adequate insurance protection against all liabilities, claims, risks
against which it is customary to insure. Existing insurance
policies held by Seller concerning the business of Seller will be
maintained in good standing up to and including the Closing.
6.9 Compliance with Laws; Structural Condition, Hazardous
Waste and Toxics. To the best of its knowledge and with no
notice(s) received, Seller has complied in all material respects
with and has not been cited for any violation of federal, state or
local environmental protection laws and/or regulations relating to
the Business or location of the Business, and no material capital
expenditures will be required for compliance with any federal, state
or local laws or regulations now in force or in effect relating to
the protection of the environment. Seller knows of no facts or
circumstances leading it to believe that any hazardous or toxic
substances may in any way be located or associated with any of the
Business or Business Locations.
6.10 Litigation. There is no suit, action, arbitration or
legal, administrative or other proceeding, or governmental
investigation pending or, to the best of Seller's knowledge,
threatened against or in any was affecting the Business. Seller is
not in default with respect to any order, writ, injunction, or
decree of any federal, state, local or foreign court, department,
agency or instrumentality.
6.11 Effect of Agreement. The transactions contemplated
by this Agreement will not result in or constitute in any manner any
of the following: (a) A default or an event that, with notice or
lapse of time or both, would be a default, breach or violation of
any lease, license, promissory note, conditional sales contract,
commitment, indenture, mortgage, deed of trust, or other agreement,
instrument or arrangement to which Seller is a party, or by which
any of the property of Seller is
bound; (b) An event that would permit any party to terminate any agreement
or to accelerate the maturity of any indebtedness or other obligation of
Seller, except as may have otherwise been previously disclosed to Purchaser,
in writing; (c) The creation or imposition of any lien, charge or
encumbrance on any of the assets of Seller; or (d) The violation of
any law, judgment, order or decree affecting the business or
properties of Seller.
6.12 Utilities and Access. To the best of Seller's
knowledge, all utility services necessary and sufficient for the
full use, occupancy, operation and disposition of the Business are
available and in full operating condition. The Business has full
and open access to a dedicated public right of way without further
condition or cost to Purchaser.
6.13 Full Disclosure. None of the representations and/or
warranties made by Seller or its principals made in any certificate,
document or memorandum furnished or to be furnished by any of them
in connection with this Agreement, or on their behalf, to the best
of their knowledge, contains or will contain any untrue statement of
a material fact, or omit any material fact, the omission of which
would in any way be misleading or damaging to Purchaser in
connection with this transaction upon the execution of this Agreement.
6.14 Preservation of Business. Seller has used its best
efforts to preserve its respective business organizations intact, up
to and including the date of this Agreement, and to preserve all
existing relationships with suppliers, customers and others having
business relationships with Seller or Purchaser and/or the Business.
6.15 Conduct of Business in Normal Course. Seller has
carried on the Business and activities of the Business diligently
and in substantially the same manner as it has previously been
carried out, and has not made or instituted any unusual or unlawful
methods of inventory levels, purchase, maintenance sale, lease,
management, accounting or operation that varies from those methods
previously used with respect to the operation of the Business and
has not made or agreed to make any contractual obligations under
which the Business might be directly or indirectly affected.
6.16 Licenses and Permits. Seller possesses all
certificates, licenses, permits, contracts, consents, approvals and
governmental and regulatory authorizations (the "Permits") necessary
for Seller's operation of the business in the manner presently
operated. The Permits are in full force and effect, there has not
occurred any event which is pending or threatened which would cause
permit revocation or suspension, or otherwise adversely effect the
maintenance of the Permits. No suspension or revocation of any such
Permits are pending or threatened, there is no action, investigation
or proceeding looking to or contemplating the revocation or
suspension of the Permits and there is no violation of any Permit
laws governing the issuance of the Permits in a way which would have
a material adverse effect on the operation of the Business. To the
extent permitted by law, for a period of one year after the closing
of the transactions contemplated under the terms of this Agreement,
Seller agrees and covenants to allow Purchaser to have use of, and
obtain the advantage of, the Permits by means of a power of attorney
or otherwise, unless and until Purchaser is able to obtain Permits
in its name or on its behalf for purposes of the continued operation
of the Business.
6.17 Existing Agreements. Without the consent of the
Purchaser or unless provided otherwise herein, the Seller has not
modified, amended, canceled or terminated any existing contracts or
agreements, or agreed to do any of those acts, as such contracts or
agreements may in any way relate to the Business.
6.18 Sales and Use Tax on Prior Sales. Seller agrees to
furnish to Purchaser prior to the date of this Agreement, with
clearance certificates that Purchaser may reasonably request as
evidence that all sales and use tax liabilities of Seller, accruing
before the date of Closing, have been fully satisfied or provided
for.
6.19 Non-Competition Covenants. Seller, together with any
and all shareholders, directors, officers, partners, owners or other
affiliates of Seller, jointly and severally, agree, warrant and
covenant that they shall not compete directly or indirectly with the
Purchaser, in the business presently conducted by the Business
existing at the time of this Agreement for a five (5) year period of
time following the Closing. The Seller shall hold all data and
information obtained with respect to the Business in the same degree
of confidence as the Business maintains such data and information.
For a period of five (5) years from and after Closing, the Seller
shall not directly or indirectly induce or solicit, or directly or
indirectly aid or assist any other Person to induce or solicit,
current employees, salesmen, agents, consultants, distributors,
representatives, advisors, customers or suppliers of the Business to
terminate their employment or business relations with the Business,
nor for a period of five (5) years from and after Closing shall the
Sellers employ any employees, salesmen or agents of the Corporation
without written permission of the Purchaser. Nothing contained in
this paragraph shall prevent the Seller from purchasing less than
one percent (1%) of the issued and outstanding common stock of a
corporation which conducts such business if such stock is traded
upon the floor of the New York Stock Exchange or the American Stock
Exchange. In the event of a breach or threatened breach of this
Section, Purchaser shall be entitled to an injunction restraining
such breach; but nothing herein shall be construed as prohibiting
Purchaser from pursuing any other remedy available to Purchaser as a
result of such breach or threatened breach.
Section 7. Representations of Purchaser. Purchaser
represents and warrants as of the date hereof and as of the Closing
Date as follows:
7.1 Corporate Existence. Purchaser is a corporation duly
organized, validly existing, and in good standing under the laws of
the State of Colorado. Purchaser has all requisite corporate power,
shareholder approval and authority to enter into this Agreement and
perform its obligations hereunder.
7.2 Authorization. The execution, delivery, and
performance of this Agreement have been duly authorized and approved
by the board of directors, and this Agreement constitutes a valid
and binding Agreement of Purchaser in accordance with its terms.
7.3 Brokers and Finders. Purchaser has not employed any
broker or finder in connection with the transaction contemplated by
this Agreement and has taken no action that would give rise to a
valid claim against any party for a brokerage commission, finder's
fee, or other like payment.
7.4 Accuracy of Representations and Warranties. None of
the representations or warranties of Purchaser contain or will
contain any untrue statement of a material fact or omit or will omit
or misstate a material fact necessary in order to make the
statements contained herein not misleading.
Section 8. Covenants of Seller.
8.1 Seller's Operation of Business Prior to Closing.
Seller agrees that between the date of this Agreement and the
Closing Date, Seller will:
8.1.1 Continue to operate the business that is the subject
of this Agreement in the usual and ordinary course and in conformity
in all material respects with all applicable laws, ordinances,
regulations, rules, or orders, and will its best efforts to preserve
its business organization and preserve the continued operation of
its business with its customers, suppliers, and others having
business relations with Seller.
8.1.2 Not assign, sell, lease, or otherwise transfer or
dispose of any of the assets used in the performance of its
business, whether now owned or hereafter acquired, except in the
normal and ordinary course of business and in connection with its
normal operation.
8.1.3 Maintain its assets other than inventories in their
present condition, reasonable wear and tear and ordinary usage
excepted, and maintain the inventories at levels normally maintained.
8.2 Access to Premises and Information. At reasonable
times during normal business hours prior to the Closing Date, Seller
will provide Purchaser and its representatives with reasonable
access to the assets, titles, contracts, and records of Seller and
furnish such additional information concerning Seller's business as
Purchaser from time to time may reasonably request. Seller will
provide copies of any and all documents, contracts, and other
materials reasonably requested by Purchaser to complete its due
diligence investigation of Seller.
8.3 Employee Matters. Prior to the Closing Date, Seller
will not, without Purchaser's prior written consent, enter into any
material agreement with its employees, increase the rate of
compensation or bonus payable to or to become payable to any
employee, or effect any changes in the management, personnel
policies, or employee benefits, except in accordance with existing
employment practices.
8.4 Conditions and Best Efforts. Seller will use its
best efforts to effectuate the transactions contemplated by this
Agreement and to fulfill all the conditions of the obligations of
Seller under this Agreement, and will do all acts and things as may
be required to carry out its obligations under this Agreement and to
consummate and complete this Agreement.
Section 9. Covenants of Purchaser.
9.1 Conditions and Best Efforts. Purchaser will use its
best efforts to effectuate the transactions contemplated by this
Agreement and to fulfill all the conditions of Purchaser's
obligations under this Agreement, and shall do all acts and things
as may be required to carry out Purchaser's obligations and to
consummate this Agreement.
9.2 Confidential Information. If for any reason the sale
of Assets is not closed, Purchaser hereto agrees to preserve the
secrecy of any and all information received from Seller in the
course of investigating, negotiating, and performing the
transactions contemplated by this Agreement, which shall be deemed
trade secrets of Seller. Said trade secrets include, but are not
limited to, prepared information packages; background information,
financials, related documents, intermediaries, employees, suppliers,
customers, contracts and financial considerations. Purchaser agrees
to preserve and protect the secrecy and confidentiality of such
information and shall disclose same to no third party without the
express written permission from Seller. This prohibition shall be
enforced from the date of this agreement and for a period of five
years thereafter.
Section 10. Conditions Precedent to Purchaser's Obligations. The
obligation of Purchaser to purchase the Assets is subject to the
fulfillment, prior to or at the Closing Date, of each of the
following conditions, any one or portion of which may be waived in
writing by Purchaser:
10.1 Representations, Warranties, and Covenants of Seller.
All representations and warranties made in this Agreement by Seller
shall be true as of the Closing Date as fully as though such
representations and warranties had been made on and as of the
Closing Date, and, as of the Closing Date, Seller shall not have
violated or shall have failed to perform in accordance with any
covenant contained in this Agreement.
10.2 Conditions of the Business. There shall have been no
material adverse change in the manner of operation of Seller's
business prior to the Closing Date.
10.3 No Suits or Actions. At the Closing Date no suit,
action, or other proceeding shall have been threatened or instituted
to restrain, enjoin, or otherwise prevent the consummation of this
Agreement or the contemplated transactions.
10.4 Seller's Performance. Seller shall have performed
and complied with all covenants and agreements, and satisfied all
conditions that it is required to otherwise satisfy pursuant to this
Agreement.
10.5 Purchaser's Corporate Approval. The Board of
Directors of Purchaser shall have duly authorized and approved the
execution and delivery of this Agreement and all corporate actions
necessary or proper to fulfill the obligations of Purchaser to be
performed under this Agreement.
10.6 Completion of Due Diligence Review. Purchaser shall
have completed its investigation and review of the books, records,
business, contracts, operations and assets of Seller and shall be
satisfied, in its sole and absolute discretion, with such review.
Section 11. Risk of loss. The risk of loss, damage, or
destruction to any of the equipment, inventory, or other personal
property to be conveyed to Purchaser under this Agreement shall be
borne by Seller to the time of Closing. In the event of such loss,
damage, or destruction, Seller, to
the extent reasonable, shall replace the lost property or repair or
cause to repair the damaged property to its condition prior to the damage.
If replacement, repairs, or restorations are not completed prior to Closing,
then the purchase price shall be adjusted by an amount agreed upon by
Purchaser and Seller that will be required to complete the
replacement, repair, or restoration following Closing. If Purchaser
and Seller are unable to agree, then Purchaser, at its sole option
and notwithstanding any other provision of this Agreement, upon
notice to Seller, may rescind this Agreement and declare it to be of
no further force and effect, in which event there shall be no
Closing of this Agreement and all the terms and provisions of this
Agreement shall be deemed null and void.
Section 12. Indemnification and Survival.
12.1 Survival of Representations and Warranties. All
representations and warranties made in this Agreement shall survive
the Closing of this Agreement, except that any party to whom a
representation or warranty has bee made in this Agreement shall be
deemed to have waived any misrepresentation or breach of
representation or warranty of which such party had knowledge prior
to Closing. Any party learning of a misrepresentation or breach of
representation or warranty under this Agreement shall immediately
give written notice thereof to all other parties to this Agreement.
12.2 Seller's Indemnification.
12.2.1 Seller hereby agrees to indemnify and hold Purchaser,
it successors, and assigns harmless from and against:
12.2.2 Any and all claims, liabilities, and obligations of
every kind and description, contingent or otherwise, (i) arising out
of or related to the operation of Seller's business prior to the
close of business on the day before the Closing Date and (ii)
arising out of or related to the operations of the Business prior to
the Closing Date to the extent brought by or in any way related to
that certain business operation known as "CampusLink".
12.2.3 Any and all damage resulting from any material
misrepresentation, breach of warranty or covenant, or nonfulfillment
of any agreement on the part of Seller under this Agreement.
12.2.4 Seller understands and agrees that the Installment
Compensation payable hereunder may be immediately offset by
Purchaser against any and all indemnification claims or other claims
against Seller in accordance with the terms of this Agreement.
Section 13. Closing.
13.1 Time and Place. This Agreement shall be closed at
1:00 p.m.on April 3, 1998 or that date upon which all of the
conditions set forth herein have been satisfied, or at such other
time as the parties may agree in writing at a location to be agreed
upon by the parties.
13.2 Bulk Transfers. At the Closing, Seller shall provide
Purchaser with evidence of satisfaction of any applicable Uniform
Bulk Transfers Act. In the event any creditor of Seller claims the
benefit of the Bulk Transfers Act as against Purchaser or any of the
assets being conveyed to
Purchaser under this Agreement, Seller shall immediately pay or otherwise
satisfy such claim or undertake its defense. Seller shall indemnify and hold
Purchaser harmless from and against any and all loss, expense, or damage
resulting from the failure to comply with the Bulk Transfers Act.
Section 14. Miscellaneous Provisions.
14.1 Amendment and Modification. Subject to applicable
law, this Agreement may be amended, modified, or supplemented only
by a written agreement signed by all of the parties hereto.
14.2 Notices. All notices, requests, demands, and other
communications required or permitted hereunder will be in writing
and will be deemed to have been duly given when delivered by hand or
two days after being mailed by certified or registered mail, return
receipt requested, with postage prepaid:
If, to Purchaser:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Entertainment, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Law offices of M. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other person or address as Purchaser furnish to Seller
pursuant to the above.
If, to Seller:
Sign Products of America
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇ ▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as Seller furnish to Purchaser pursuant to
the above.
14.3 Attorney Fees. In the event an arbitration, suit or
action is brought by any party under this Agreement to enforce any
of its terms, or in any appeal therefrom, it is agreed that the
prevailing party shall be entitled to reasonable attorneys fees to
be fixed by the arbitrator, trial court, and/or appellate court.
14.4 Law Governing. This Agreement shall be governed by
and construed in accordance with the laws of the State of California.
14.5 Titles and Captions. All section titles or captions
contained in this Agreement are for convenience only and shall not
be deemed part of the context nor affect the interpretation of this
Agreement.
14.6 Pronouns and Plurals. All pronouns and any
variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the person
or persons may require.
14.7 Entire Agreement. This Agreement contains the entire
understanding between and among the parties and supersedes any prior
understandings and agreements among them respecting the subject
matter of this Agreement. Any amendments to this Agreement must be
in writing and signed by the party against whom enforcement of that
amendment is sought.
14.8 Agreement Binding. This Agreement shall be binding
upon the heirs, executors, administrators, successors and assigns of
the parties hereto.
14.9 Arbitration. If at any time during the term of this
Agreement any dispute, difference, or disagreement shall arise upon
or in respect of the Agreement, and the meaning and construction
hereof, every such dispute, difference, and disagreement shall be
referred to a single arbiter agreed upon by the parties, or if no
single arbiter can be agreed upon, an arbiter or arbiters shall be
selected in accordance with the rules of the American Arbitration
Association and such dispute, difference, or disagreement shall be
settled by arbitration in accordance with the then prevailing
commercial rules of the American Arbitration Association, and
judgment upon the
award rendered by the arbiter may be entered in any court having
jurisdiction thereof.
14.10 Presumption. This Agreement or any Section thereof
shall not be construed against any party due to the fact that said
Agreement or any Section thereof was drafted by said party.
14.11 Further Action. The parties hereto shall execute and
deliver all documents, provide all information and take or forbear
from all such action as may be necessary or appropriate to achieve
the purpose of the Agreement.
14.12 Counterparts. This Agreement may be executed in
several counterparts and all so executed shall constitute one
Agreement, binding on all the parties hereto even though all the
parties are not signatories to the original or the same counterpart.
14.13 Parties in Interest. Nothing herein shall be
construed to be to the benefit of any
third party, nor is it intended that any provision shall be for the
benefit of any third party.
14.14 Savings Clause. If any provision of this Agreement,
or the application of such provision to any person or circumstance,
shall be held invalid, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than
those as to which it is held invalid, shall not be affected thereby.
The parties hereto hereby agree to the foregoing and execute
this Agreement as of the date first above written.
SIGN PRODUCTS OF AMERICA, INC. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ENTERTAINMENT, INC.
a California corporation a Colorado corporation
by: /s/ ▇▇▇ ▇▇▇ Wo by: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Hui ▇▇▇ ▇▇, President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Attached Exhibits: A - List of Assets
Exhibit "A"
LIST OF ASSETS
1. Four existing kiosk units, including phone equipment
2. Designs, plans and technical specifications for the existing
units and any future prototypes
3. Software and computer design equipment associated with the
creation of advertisements.
4. All contracts for advertising on existing kiosks
5. All contracts with colleges and other locations on existing
kiosks
6. Any and all contracts in negotiations with respect to
advertising and/or locations for new or existing kiosks
7. Any and all promotional material such as catalogs, brochures,
marketing information, sales lists, potential client lists,
existing client lists and other relevant material to sales
and marketing either in print or electronic format
8. All books and records of the Business
9. Any and all trademarks, tradenames or other intangible assets
related to the Business
10. The tradename "Community Marquee"
11. Any and all kiosk inventory, including without limitation
parts, supplies and existing completed kiosks