Ex. 10.2


    Exhibit
      10.2

     

    ASSET
      PURCHASE AGREEMENT

     

    THIS
      ASSET PURCHASE AGREEMENT (“Agreement”) is entered into as of June 1, 2005, by
      and between G.K. Gymnastics, Inc. a Colorado corporation (“Seller”), and U.S.A.
      Connection, Inc., a Colorado Corporation (“Buyer”).

     

    R
      E C I T A L S

     

    Seller
      wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Assets
      (as defined in Section 1), subject to and upon the terms and conditions
      hereinafter set forth.

     

    A
      G R E E M E N T

     

    It
      is
      agreed as follows:

     

    1. Sale
      and Purchase of Assets.
      Subject
      to and upon the terms and conditions set forth herein, Seller agrees to sell,
      assign, convey, transfer and deliver (“Transfer”) to Buyer and Buyer agrees to
      purchase from Seller, on the Closing Date (as defined in Section 10), the
      following assets (“Assets”):

     

    (a) All
      items
      of inventory, including, but not limited to goods for sale, supplies and
      inventory of equipment held for rental to customers, kits, and spare
      parts;

     

    (b) The
      right
      to use the name “Action Fashions” and all intangible rights thereto and all
      trade secrets, know how, customer lists, inventions and other intangible
      property used in the business of Seller; and

     

    (c) All
      computer printouts, software, databases and related items, copies of books
      and
      records and files related to the business of Seller and any of the
      Assets.

     

    Buyer
      acknowledges that the Assets do not include any cash, cash equivalents, accounts
      receivable or tax or other refunds due to Seller.

     

    2. Consideration.

     

    (a) In
      consideration of the Assets to be transferred by Seller, Buyer shall deliver
      to
      Seller a promissory note in the amount of $19,000 on the Closing
      Date.

     

    (b) The
      parties agree that the total consideration paid by Buyer shall be allocated
      among the Assets as follows: $19,000 shall be allocated towards the purchase
      of
      the inventory for sale.

     

    3. No
      Assumption of Indebtedness; Payment of Sales Tax.

     

    (a) Buyer
      is
      not assuming any liabilities or indebtedness of Seller in connection with the
      transactions contemplated hereby and shall have no liability for any such
      liabilities or indebtedness by reason of this Agreement or the transactions
      contemplated hereby.

     

    (b) Buyer
      shall be responsible for all sales and use taxes due with respect to this
      Agreement.

     

    4. Bulk
      Sales Law Compliance;Instruments of Transfer, Etc.

     

    (a) Buyer
      shall have given notice in compliance with the Colorado Commercial Code if
      required. Seller shall furnish to Buyer all information necessary to prepare
      the
      notice, including the names and business addresses used by Seller within the
      last three (3) years and the location of all of the assets to be transferred
      under this Agreement at least fifteen (15) business days before the Closing
      Date.

     

    (b) Seller
      shall deliver to Buyer on the Closing Date and thereafter upon Buyer’s request
      such bills of sale, assignments and other good and sufficient instruments of
      Transfer in form and substance satisfactory to Buyer and its counsel as are
      necessary to effectively Transfer all of Seller’s right, title and interest in
      the Assets to Buyer. At any time after the Closing Date, Seller shall execute,
      acknowledge and deliver to Buyer any further documents, assurances or other
      matters, and will take any other action consistent with the terms of this
      Agreement that may reasonably be requested by Buyer and as are necessary or
      desirable to carry out the purpose of this Agreement.

     

    5. Representations
      and Warranties of Seller.
      Seller
      represents, warrants and covenants to Buyer as of the date hereof and as of
      the
      Closing Date as follows:

     

    5.1 Corporate
      Organization.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Colorado.

     

    5.2 Power
      and Authority.
      Seller
      has all corporate power and authority to enter into and to carry out all of
      the
      terms of this Agreement and all other documents executed and delivered in
      connection herewith, including, but not limited to, those instruments of
      Transfer described in Section 4 of this Agreement (collectively “Documents”).
      All corporate action on the part of Seller, its officers, directors and
      shareholders necessary for the authorization, execution, delivery and
      performance of the Documents by Seller has been taken and no further corporate
      or other authorization on the part of Seller is required to consummate the
      transactions provided for in the Documents. When executed and delivered by
      Seller, the Documents shall constitute the valid and legally binding obligations
      of Seller enforceable in accordance with their respective terms. Neither the
      execution, delivery nor performance of the Documents by Seller shall (i) violate
      or result in a breach of any provisions of Seller’s articles of incorporation or
      bylaws, (ii) constitute a default or result in a breach of any contract or
      agreement to which it is a party or its assets or properties are bound, or
      (iii)
      violate any order, writ, injunction, decree, judgment or other restriction
      of
      any court, administrative agency or governmental body.

     

    5.3 Title
      to Assets.
      Seller
      has and will Transfer to Buyer good and marketable title to the Assets, free
      and
      clear of all mortgages, pledges, security interests, liens, claims, charges,
      restrictions and encumbrances.

     

    5.4 Inventory.
      The
      inventory, including the inventory of rental equipment on Schedule 5.4 hereto
      is
      of merchantable quality, free of defects and salable (or usable) in the ordinary
      course of business of Seller.

     

    5.5 Furniture
      and Equipment.
      All of
      the items of furniture and equipment set forth on the Schedule 5.5 hereto are
      suitable for the purpose or purposes for which it is being used and is in such
      good and proper condition and repair as to permit the continued use by Buyer
      in
      accordance with its intended purpose.

     

    5.6 Lease.
      None.

     

    5.7 Liabilities.
      Seller
      is paying and will pay all of its liabilities, debts and obligations outstanding
      as of the Closing Date.

     

    5.8 No
      Governmental or Other Proceeding or Litigation.
      No
      order of any court or administrative agency is in effect which restrains or
      prohibits the transactions contemplated hereby, and no suit, action,
      investigation, inquiry or proceeding by any governmental body or other person,
      or legal or administrative proceeding has been instituted or threatened which
      questions the validity or legality of the transactions contemplated hereby.
      There are no actions or proceedings pending or threatened arising out of or
      related to the Assets. There is no voluntary action or proceeding affecting
      the
      Assets pending or the commencement of which is contemplated by Seller, and
      to
      the best knowledge of Seller there is no involuntary action or proceeding
      pending or the commencement of which is threatened or contemplated affecting
      the
      Assets against Seller, under any federal, state or local bankruptcy, insolvency,
      reorganization, receivership, attachment or other similar law.

     

    5.9 Approvals
      and Consents.
      There
      are no permits, consents or approvals of public authorities, federal, state
      or
      local, or of any third party necessary for the consummation of the transactions
      contemplated hereby.

     

    5.10 Financial
      Statements.
      Seller
      has delivered to Buyer the unaudited financial statements of Seller and such
      financial statements are complete and correct, and fairly and accurately
      presents the financial position of Seller as of the date or periods
      indicated.

     

    5.11 Absence
      of Undisclosed Liabilities.
      Except
      as previously disclosed to Buyer in writing, Seller has no material liabilities
      or material obligations of any nature, whether accrued, absolute, contingent
      or
      otherwise, and whether due or to become due, which are not reflected in the
      Seller Balance Sheet. There is no fact known to Seller which materially
      adversely affects or in the future is likely to materially adversely affect
      the
      businesses, properties, the Assets or operations of Seller which has not been
      set forth in the Seller Balance Sheet or previously disclosed to Buyer in
      writing.

     

    5.12 Survival
      of Representations and Warranties.
      The
      representations and warranties of Seller made herein shall not be affected
      by
      any information furnished to or investigations made by Buyer, or any of its
      employees or representatives in connection with the subject matter of this
      Agreement and shall survive the execution and delivery of this Agreement and
      the
      consummation of the transactions contemplated hereby for a period commencing
      with the date hereof and expiring on December 31, 2005.

     

    6. Representations
      and Warranties of Buyer.
      Buyer
      represents, warrants and covenants to Seller as of the date hereof and as of
      the
      Closing Date as follows:

     

    6.1 Organization.
      Buyer
      is a Colorado Corporation validly existing and in good standing under the laws
      of the State of Colorado.

     

    6.2 Power
      and Authority.
      Buyer
      has all requisite partnership power and authority to enter into and to carry
      out
      all of the terms of this Agreement and the other Documents executed and
      delivered in connection herewith. All corporate action on the part of Buyer
      and
      its partners necessary for the authorization, execution, delivery and
      performance of the Documents by Buyer has been taken and no further
      authorization on the part of Buyer is required to consummate the transactions
      provided for in the Documents. When executed and delivered by Buyer, the
      Documents shall constitute the valid and legally binding obligations of Buyer
      enforceable in accordance with their respective terms.

     

    6.3 Survival
      of Representations and Warranties.
      The
      representations and warranties of Buyer made herein shall not be affected by
      any
      information furnished to or investigations made by Seller, or any of its
      employees or representatives in connection with the subject matter of this
      Agreement and shall survive the execution and delivery of this Agreement and
      the
      consummation of the transactions contemplated hereby for a period commencing
      with the date hereof and expiring on December 31, 2005.

     

    7. Certain
      Additional Understandings and Agreements.

     

    7.1 [Intentionally
      Omitted]

     

    7.2 Assignment
      and Amendment to Lease.
      None.

     

    7.3 Prorations.
      None.

     

    7.4 Agreement
      to Perform Necessary Acts.
      Each
      party agrees to perform any further acts and execute and deliver any documents
      which may be reasonably necessary to carry out the provisions and purposes
      of
      this Agreement, including, but not limited to, the relinquishment or changing
      of
      Seller’s dba to “Deep Six Enterprises” or a similar name.

     

    7.5 Notification
      of Creditors.
      On the
      Closing Date, Buyer shall notify the creditors listed on Schedule 7.6 that
      Seller is not responsible for goods ordered by Buyer after the Closing
      Date.

     

    8. Conditions
      to Buyer’s Obligations.
      Buyer’s
      obligations hereunder are subject to the fulfillment, on or before the Closing
      Date, of the following conditions (any of which may be waived in writing by
      Buyer):

     

    8.1 Representations
      and Warranties.
      The
      representations and warranties of Seller contained herein shall have been true
      and correct in all material respects as of the Closing Date.

     

    8.2 Performance
      of Covenants.
      Seller
      shall have performed and complied in all material respects with all covenants,
      agreements, terms and conditions and executed all documents required by this
      Agreement to be performed, complied with or executed by it prior to or on the
      Closing Date.

     

    8.3 Instruments
      of Transfer.
      Seller
      shall have delivered to Buyer a bill of sale for the Assets and such other
      good
      and sufficient instruments of Transfer in form and substance satisfactory to
      Buyer and its counsel as shall be necessary to effectively Transfer all of
      the
      Seller’s right, title and interest in the Assets to Buyer.

     

    8.4 No
      Governmental or Other Proceeding or Litigation.
      No
      order of any court or administrative agency shall be in effect which restrains
      or prohibits the transactions contemplated hereby, and no suit, action,
      investigation, inquiry or proceeding by any governmental body or other person
      or
      legal or administrative proceeding shall have been instituted or threatened
      which questions the validity or legality of the transactions contemplated
      hereby.

     

    8.5 Bulk
      Sale Compliance.
      The
      Notice to Creditors of Bulk Sale shall have been published and all requirements
      of the California Commercial Code relating to “Bulk Sales” shall have been
      complied with by the parties.

     

    8.6 [Intentionally
      Omitted]

     

    8.7 Approval
      and Consents.
      All
      permits, consents or approvals of applications to public authorities, federal,
      state or local, and all approvals of any third persons, the granting of which
      are necessary for the consummation of the transactions contemplated hereby
      shall
      have been obtained.

     

    9. Conditions
      to Seller’s Obligations.
      Seller’s obligations hereunder are subject to the fulfillment, on or before the
      Closing Date, of the following conditions (any of which may be waived in writing
      by Seller):

     

    9.1 Representations
      and Warranties.
      The
      representations and warranties of Buyer contained herein shall have been true
      and correct in all material respects as of the Closing Date.

     

    9.2 Performance
      of Covenants.
      Buyer
      shall have performed and complied in all material respects with all covenants,
      agreements, terms and conditions and executed all documents required by this
      Agreement to be performed, complied with or executed by it prior to or on the
      Closing Date.

     

    10. Closing.
      The
      closing of the sale and purchase of the Assets and the other transactions
      contemplated by this Agreement shall take place at the offices of Seller
      (“Closing Date”).

     

    11. Indemnification
      by Seller.

     

    11.1 General.
      Seller
      agrees to indemnify, defend and hold harmless Buyer against and in respect
      of
      any and all claims, demands, losses, costs, expenses, liabilities and damages,
      including interest, penalties, and reasonable attorneys’ fees, that Buyer shall
      incur or suffer which: (i) arise, result from or relate to any material
      inaccuracy in or material breach or nonfulfillment of any of the
      representations, warranties, covenants or agreements made by Seller in this
      Agreement, the schedules and exhibits hereto or in any other Document furnished
      to such party under this Agreement; and (ii) any liability of Seller or Seller’s
      business arising out of events occurring, products or services sold or any
      activities of Seller prior to the Closing Date whenever such liabilities may
      arise.

     

    11.2 Procedures;
      Rights to Separate Counsel.
      In the
      event Buyer receives a complaint, claim or other notice of any loss, claim
      or
      damage, liability or action, giving rise to a claim for indemnification under
      this Section 11, Buyer shall promptly notify the Seller of such complaint,
      notice, claim or action, and Seller shall have the right to investigate and
      defend any such loss, claim, damage, liability or action. Buyer shall have
      the
      right to employ separate counsel in any such action and to participate in the
      defense thereof but the fees and expenses of such counsel shall not be at the
      expense of Seller, unless Seller fails to promptly defend, in which case the
      fees and expenses of such separate counsel shall be borne by Seller. In no
      event
      shall Seller be obligated to indemnify Buyer for any settlement of any claim
      or
      action effected without Seller’s prior written consent.

     

    12. General.

     

    12.1 Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been given when delivered personally or, if mailed, three (3)
      business days after having been mailed by registered or certified mail with
      return receipt requested, postage prepaid, addressed:

     

    (a) If
      to
      Buyer: U.S.A.
      Connections, Inc.

    PO
      Box
      235472

    Encinitas,
      CA 92024  

    


    (b) If
      to
      Seller: G.K.
      Gymnastics, Inc.

    2026
      Lowe

    Fort
      Collins, CO 80525 

    


    or
      at
      such other address as shall have been furnished to the other in writing.


    


    12.2 Successors
      and Assigns.
      Neither
      this Agreement nor the rights or obligations of Seller under this Agreement
      shall be assignable without the written consent of Buyer and any such purported
      assignment without the written consent of Buyer shall be void and with effect.
      Except as otherwise provided herein, this Agreement and all covenants and
      agreements contained herein shall be binding upon and inure to the benefit
      of
      the parties hereto, their respective successors, representatives and
      assigns.

    


    12.3 Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement or the breach
      hereof, except as stated below, shall be settled by arbitration in accordance
      with the rules of the American Arbitration Association then in effect. The
      decision of the arbitrator shall, except for mistakes of law, be final and
      binding upon the parties hereto, and judgment upon the award rendered by the
      arbitrator, which shall, in the case of damages, be limited to actual damages
      proven in the arbitration, may be entered in any court having jurisdiction
      thereof.

    


    There
      shall be a single arbitrator who shall be an existing or former judge of a
      court
      of record within the United States or an attorney in good standing admitted
      to
      practice for a period of at least ten (10) years within the United States.
      No
      arbitration shall involve parties other than the parties hereto and their
      respective successors and assigns or be in any respect binding with respect
      to
      any such other parties. The situs of the arbitration will be in the State of
      Colorado.

    


    The
      parties to any arbitration arising hereunder shall have the right to take
      depositions and to obtain discovery regarding the subject matter of the
      arbitration and to use and exercise all of the same rights, remedies and
      procedures, and be subject to all of the same duties, liabilities, and
      obligations in the arbitration with respect to the subject matter thereof,
      as if
      the subject matter of the arbitration were pending in a civil action before
      a
      court of highest jurisdiction in the state where the arbitration is held. The
      arbitrator shall have the power to enforce said discovery by imposition of
      same
      terms, conditions, consequences, liabilities, sanctions and penalties as can
      be
      or maybe imposed in like circumstances in a civil action by a court of highest
      jurisdiction of the state in which the arbitration is held, except the power
      to
      order the arrest or imprisonment of a person.

    


    If
      any
      party commences an action, either arbitration or court proceedings, against
      any
      other party arising out of or in connection with this Agreement, the prevailing
      party or parties shall be entitled from the losing party or parties, both
      attorney’s fees and costs of the arbitration and/or suit as part of the judgment
      rendered.

     

    12.4 Attorneys’
      Fees.
      If any
      legal action or any mutually agreed upon arbitration or other proceeding 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
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it may be
      entitled.

     

    12.5 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding among the parties
      hereto with respect to the subject matter hereof.

     

    12.6 Modification.
      This
      Agreement may be changed, waived, discharged or terminated only by an instrument
      in writing signed by the party against which enforcement of such change, waiver,
      discharge or termination is sought.

     

    12.7 Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Colorado.

     

    12.8 Counterparts.
      This
      Agreement may be executed in several counterparts, each of which is an original
      but all of which shall constitute one and the same instrument.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
      on
      the day and year first hereinabove written.

     

    “BUYER”

     

    U.S.A.
      Connections, Inc.

    a
      Colorado corporation

    


    


    __________________________________________

    By:
      

    Its:
      

    


    


    


    “SELLER”

    


    G.K.
      Gymnastics, Inc.

    a
      Colorado corporation

    


    


    __________________________________________

    By:
      

    Its: