amacore_10qsb-ex1002.htm


    
      
        

      
EXHIBIT 10.2

     

    STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 1st, 2007,
      by and
      among The Amacore Group, Inc., a Delaware corporation (“AGI” or the “Buyer”),
      JRM Benefits Consultants, LLC (the “Company”) and the stockholders of the
      Company listed on the signature page hereto (collectively, the
“Stockholders”).

     

    Background

     

    The
      Stockholders own all of the stock interests of the Company.  The
      Stockholders wish to sell the Shares (as defined below) and AGI wishes to
      purchase from the Stockholders the Shares.

     

    NOW,
      THEREFORE, the parties, intending to be legally bound hereby, for good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged and in consideration of the mutual covenants contained herein
      agree
      as follows:

     

    1.    Definitions.  For
      convenience, certain terms used in more than one part of this Agreement are
      defined below (such terms as well as any other terms defined elsewhere in this
      Agreement shall be equally applicable to both the singular and plural forms
      of
      the terms defined).

     

    “Adjustment
      Date” means the date that is eighteen (18) months following the Closing (as
      defined in paragraph 3 below) of this transaction.

     

    “Buyer’s
      Common Stock” means the Buyer’s Class A common stock, $.001 par value per
      share.

     

    “Charter
      Documents” means an entity’s certificate or articles of incorporation,
      certificate defining the rights and preferences of securities, articles of
      organization, general or limited partnership agreement, certificate of limited
      partnership, joint venture agreement or similar document governing the
      entity.

     

    “Contract”
      means any written or oral contract, agreement, lease, instrument or other
      commitment that is binding on any person or its property under applicable
      law.

     

    “Court
      Order” means any judgment, decree, injunction, order or ruling of any federal,
      state, local or foreign court or governmental or regulatory body or authority
      that is binding on any person or its property under applicable law.

     

    “Default”
      means (a) a breach, default or violation, (b) the occurrence of an event that
      with or without the passage of time or the giving of notice, or both, would
      constitute a breach, default or violation or (c) with respect to any Contract,
      the occurrence of an event that with or without the passage of time or the
      giving of notice, or both, would give rise to a right of termination,
      renegotiation or acceleration.

     

    
      
        
        

      

      
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    “Encumbrances”
      means any lien, mortgage, security interest, pledge, restriction on
      transferability, defect of title or other claim, charge or encumbrance of any
      nature whatsoever on any property or property interest.

     

    “Law”
      means any statute, law, ordinance, regulation, order or rule of any federal,
      provincial, state, local, or other governmental or quasi-governmental agency
      or
      body, including those covering, energy, transportation, record keeping, zoning,
      antitrust, wage and hour, and price and wage control matters.

     

    “Liability”
      means any direct or indirect liability, indebtedness, obligation, expense,
      claim, loss, damage, deficiency, guaranty or endorsement of or by any person,
      absolute or contingent accrued or unaccrued, due or to become due, liquidated
      or
      unliquidated.

     

    “Litigation”
      means any lawsuit, action, arbitration, administrative or other proceeding,
      criminal prosecution or governmental investigation or inquiry.

     

    “Material
      Adverse Effect” means any event, circumstance, change, occurrence or effect
      (collectively, “Events”) that, individually or taken together with all other
      Events, has or would be reasonably anticipated to have in the future a material
      and adverse effect upon or change in the, assets, liabilities, financial
      condition or operating results of the Company and its subsidiaries, taken as
      a
      whole, or the business.

     

    “Shares”
      means all of the issued and outstanding stock interests of the
      Company.

     

    “Regulation”
      means any statute, law, ordinance, regulation, order or rule of any federal,
      state, local, foreign or other governmental agency or body or of any other
      type
      of regulatory body.

     

    2.    Purchase
      and Sale of Shares.

     

    2.1    At
      the
      Closing (as defined below), the Buyer shall deliver or arrange for the delivery
      of $12,500 and one-hundred thousand (100,000) shares of the Buyer’s Class A
      common stock which, for purposes of this Agreement, is valued at $5.00 per
      share, to each of the Stockholders.  The value of 100% of the
      Stockholders’ shares is, for purposes of this Agreement,
      $1,025,000.  (The shares to be issued to the Stockholders shall,
      collectively, be deemed the “Purchase Price.”)

     

    2.2    Share
      Adjustment.  Eighteen (18) months from the date of Closing, the
      Buyer and Stockholders shall, if necessary, adjust the shares issued to the
      Stockholders at the Closing as follows:

     

    (a)    The
      per share
      value as described in subparagraph 2.1 above shall be restated so as to reflect
      the average trading price of Buyer’s shares as quoted on the OTC BB or such
      other exchange or quotation system upon which the Buyer’s common stock is in
      trading for the immediate preceding 30-day period.  If the average
      trading price as so determined is below $5.00 per share, but not less than
      $2.00
      per share, the Stockholders shall be issued such additional shares as may be
      necessary so that the aggregate number of shares issued to the Stockholders
      has
      a value equal to $1,000,000 as of the date of such determination.

     

    
      
        
        

      

      
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    (b)    In
      the event
      Buyer’s shares have an average trading price as determined by subparagraph
      2.2(a) of $5.00 or in excess of $5.00 per share, no adjustment shall be made
      in
      the amount of shares previously issued to Stockholders which issuance shall
      be
      deemed final and not subject to further adjustment.

     

    (c)    In
      the event
      Buyer’s shares have an average trading price of less than $2.00 as deemed in
      accordance with procedures set forth in subparagraph 2.2(a), Buyer shall have
      the option to terminate this transaction in which event Buyer shall return
      to
      the Stockholders, properly endorsed for transfer, 100% of the shares previously
      delivered by Stockholders to Buyer; and the Stockholders shall deliver to Buyer
      80% of the shares previously delivered to the Stockholders as part of the
      Purchase Price.

     

    2.3    Budget
      and
      Projections.   Attached hereto as Schedules 2.3(a)
      and 2.3(b), respectively, (i) a budget for the balance of 2007 and
      calendar year 2008 (the “Budget); and (ii) revenue and income statement
      projections for the balance of 2007 and calendar year 2008 (the
“Projections”).  The Company and its Stockholders represent that these
      Schedules have been prepared in good faith based upon the best information
      available to the Company’s management and the management does not have any
      reason to believe that (i) it will not be able to live within the Budget or
      meet
      its Projections.

     

    3.    Closing.  The
      closing of the purchase and sale of the Shares (the “Closing”) shall be held on
      September 1st , 2007 at the offices of The Amacore Group, Inc., 195
      International Parkway, Suite 101, Lake Mary, FL 32746.  The date of
      the Closing shall be deemed the “Closing Date.”

     

    3.1    Closing
      Deliveries of the Buyer.  At the Closing, the Buyer shall deliver
      to each of the Stockholders certificates or a copy of Buyer’s letter to its
      transfer agent authorizing the agent to deliver to each of the Stockholders
      one-hundred thousand (100,000) shares of AGI’s Class A Common
      Stock.  In addition, the Buyer shall deliver to the Stockholders the
      signed Escrow Agreement as referred to in paragraph 7 below and such other
      documents, if any, as the parties may deem to be necessary to carry out the
      intent of this Agreement.  The Stockholders acknowledge that said
      shares will be deemed “restricted” securities under Rule 144.  Each of
      the Stockholders agree that at the end of the restrictive period, they will
      agree to sell such shares only in accordance with the then existing Rule 144
      selling formula for shares held more than one year but less than two
      years.  Unless otherwise directed by AGI, Stockholders agree to sell
      such shares only through Mr. Joe Sanders, a registered broker, or through such
      other broker or brokerage company designated by AGI.

     

    3.2    Closing
      Deliveries of the Stockholders.  At the Closing, the Stockholders
      shall deliver to the Buyer certificates for the Shares duly endorsed for
      transfer or accompanied by an executed stock power, transferring such Shares
      to
      Buyer.  The shares to be delivered to the Buyer shall equal 100% of
      the issued and outstanding shares of the Company.  In addition, the
      Stockholders shall deliver to the Buyer the executed Escrow Agreement as
      referred to in paragraph 7 below and such other documents, if any, as the
      parties may deem to be necessary to carry out the intent of this
      Agreement.  Included within the foregoing will be any consent
      necessary from person, firms and/or corporations in contract with the Company
      which consents are required pursuant to the terms of said contractual
      arrangements in transactions such as the one contemplated by this Agreement
      (the
      sale of 100% of the Company’s issued and outstanding capital
      stock).

     

    
      
        
        

      

      
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    4.    Representations
      and Warranties of the Company.  The Company hereby represents and
      warrants as of the date hereof to the Buyer as follows:

     

    4.1    Corporate
      Status.  The Company is a New Jersey Limited Liability Company
      duly organized, validly existing and in good standing under the Laws of the
      jurisdiction in which it was incorporated, and is qualified to do business
      as a
      foreign corporation in any jurisdiction where such corporation is required
      to be
      so qualified.  The Company has delivered to the Buyer current, correct
      and complete copies of its Charter Documents and bylaws, both of which are
      in
      full force and effect as of the date hereof, and its minute book along with
      a
      Certificate of Good Standing in the state in which the Company is incorporated
      and such other states in which it is authorized to do business.

     

    4.2    Authorization.  The
      Company has the requisite power and authority to carry on its business as now
      conducted.  The Company has the requisite power and authority to
      execute and deliver any of the respective transaction documents to which it
      is
      or will at the Closing become a party and to perform the transactions to be
      performed by it.  Such execution, delivery and performance have
      respectively been duly authorized by all necessary corporate action with respect
      to the Company.  Each transaction document executed and delivered by
      the Company as of the date hereof has been duly executed and delivered by the
      Company and constitutes a valid and binding obligation of the Company,
      enforceable against the Company in accordance with its
      terms.  

     

    4.3    Consents
      and Approvals.  Except for any filings, consents or approvals
      specified on Schedule 4.3 (the “Required Consents”),
      neither the execution and delivery by the Company of the transaction documents
      to which it is or will be a party, nor the performance of the transactions
      performed or to be performed by the Company, will require any filing, consent,
      renegotiation or approval, constitute a default or cause any payment obligation
      to arise under: (a) any Law or Court Order to which the Company is subject;
      (b)
      the Charter Documents or bylaws of the Company; or (c) any material Contract,
      Governmental Permit or other document to which the Company is a party by which
      the properties or other Assets of the Company may be
      subject.  

     

    4.4    Capitalization
      and
      Stock Ownership.  The stock interests of the Company is set forth
      on Schedule 4.4 (all outstanding membership interests of the
      Company, the “Shares”).  Except as set forth on Schedule
      4.4 hereto, there are no existing options, warrants, calls, commitments
      or other rights of any character (including conversion or preemptive rights)
      relating to the acquisition of any issued or unissued capital stock or other
      securities of the Company.  All of the Shares are duly and validly
      authorized and issued, fully paid and non-assessable.  The
      Stockholders are the record and sole beneficial owners of all of the Shares
      in
      the respective amounts specified on Schedule 4.4, free and
      clear of all Encumbrances.  Upon completion of the transactions at the
      Closing, the Buyer will receive valid title to all of the Shares, free and
      clear
      of all Encumbrances, which shares will represent 100% of the issued and
      outstanding shares of the Company as of the Closing.

     

    4.5    Title
      to
      Assets and Related Matters.  The Company has good and marketable
      title to, valid leasehold interests in or valid licenses to use, all of the
      assets, free from any Encumbrances except: (a) those specified in
Schedule 4.5; (b) liens for taxes not yet due; and (c) with
      respect to real property; (i) minor imperfections of title, if any, none of
      which is substantial in amount, materially detracts from the value or impairs
      the use of the property subject thereto, or impairs the operations of the
      Company and (ii) zoning laws and other land use restrictions that do not impair
      the present use of the property subject thereto.  All tangible
      personal property included in the assets are suitable for the purposes for
      which
      they are used, in good working condition, reasonable wear and tear excepted
      and
      are free from any known defects.  

     

    
      
        
        

      

      
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    4.6    Financial
      Statements.  The Company has delivered to Buyer correct and
      complete copies of the Company’s unaudited  financial statements
      consisting of a balance sheet as of the end of each year from 2005 through
      and
      including 2007 and the related statements of income for
      the periods then ended (the “Unaudited Financial Statements”), copies of
      which are attached as Schedule 4.6.  All such
      Unaudited Financial Statements are referred to herein collectively as the
“Financial Statements.”   The Financial Statements are
      consistent in all material respects with the books and records of the Company,
      and there have not been and will not be any material transactions that have
      not
      been recorded in the accounting records underlying such Financial
      Statements.  The Financial Statements present fairly the financial
      position, results of operations, cash flows and Assets and Liabilities of the
      Company as of the dates thereof, and for the periods then ended, subject to
      normal recurring year-end adjustments and the absence of footnote disclosure
      in
      the case of the Unaudited Financial Statements.

     

    4.7    Real
      Property.  Schedule 4.7 accurately describes all
      real estate used in the operation of the Business as well as any other real
      estate possessed or leased by the Company and the improvements (including
      buildings and other structures) located on such real estate (collectively,
      the
“Real Property”), and lists any leases under which any such Real Property is
      possessed (the “Real Estate Leases”).  All of the Real Property (a) is
      usable in the ordinary course of business and is in good operating condition
      and
      repair and (b) conforms with any applicable Laws, except as set forth in
      paragraph 4.5 above.  Each Real Estate Lease is in full force and
      effect and has not been assigned, modified, supplemented or amended and the
      Company is not in default under any such lease.

     

    4.8    Certain
      Personal Property.  Schedule 4.8 sets forth a
      complete fixed asset schedule, describing all items of tangible personal
      property with an individual carrying value of at least $10,000 that were
      included in the Company Balance Sheet.  No person other than the
      Company owns any vehicles, equipment or other tangible assets located on the
      Real Property that is necessary for the operation of the
      business.  The assets are suitable for the purposes for which such
      assets are currently used or are held for use, and are in good working
      condition, subject to normal wear and tear.

     

    4.9    Liabilities.  The
      Company has no Liabilities, other than the Liabilities specified on
Schedule 4.9.  Amacore will service the current
      Credit Card debt and Line of Credit debt of approximately $227,676.00 through
      the period ending August 31st
      2008.  If JRM meets its’ projected gross revenues for August 31st,
      2008 of $1,080,220.00, Amacore will continue to service the debt, until paid
      in
      full.

     

    4.10  
      Taxes.

     

    (a)    The
      Company
      has timely filed all material Tax Returns and extensions required to be filed
      for all taxable years and periods and through the date hereof. All such Tax
      Returns were correct and complete in all material respects.  All
      material Taxes owed by the Company have been paid.  There are no liens
      for Taxes on any of the Assets (except for liens for Taxes not yet due and
      payable).

     

    
      
        
        

      

      
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    (b)    The
      Company
      has properly withheld and timely paid over to the proper taxing authority all
      Taxes required to have been withheld and paid in connection with amounts paid
      or
      owing to any employee, independent contractor, creditor, shareholder, member
      or
      other third party and has complied with all information reporting and backup
      withholding requirements, including maintenance of required records with respect
      thereto in connection with any amounts paid to any employee, independent
      contractor, creditor or third party.

     

    4.11   Legal
      Proceedings and Compliance with Law.

     

    (a)    Except
      as set
      forth on Schedule 4.11(a), there is no Litigation that is
      pending or, to the Company’s knowledge, threatened in writing against the
      Company (i) against or involving directly or indirectly its business or (ii)
      challenging any of the transactions that would have a Material Adverse Effect
      on
      the business.

     

    (b)    Except
      as set
      forth on schedule 4.11(b), the Company is in compliance with
      all laws applicable to the business as presently conducted.

     

    4.12   Contracts.

     

    (a)    Schedule
      4.12
lists all Contracts of the following types to which the Company is
      a
      party or by which it is bound, including all Contracts that may be terminated
      by
      the Company on less than 30 days’ notice without any material Liability and any
      Contract under which the executory obligation of the Company:

     

    (i)    Contracts
      with any present or former shareholder, director, officer, employee, partner
      or
      consultant of the Company thereof, or any other Contract calling for the payment
      of money by the Company to any third party in exchange for
      services;

     

    (ii)   Contracts
      for the
      future purchase of, or payment for, supplies or products, or for the lease
      of an
      asset from or the performance of services by a third party, or any Contracts
      for
      the sale of products with respect to any one supplier or other
      party;

     

    (iii)  
Contracts
      to sell or supply products or to perform services;

     

    (iv)   Contracts
      to lease to or to operate for any other party any asset;

     

    (v)    Any
      license,
      franchise, distributorship or sales agency agreement or other similar
      agreements, including those that relate in whole or in part to any software,
      technical assistance or other know-how used in the past 24 months.

     

    (vi)    Any
      notes,
      debentures, bonds, conditional sale agreements, equipment trust agreements,
      letter of credit agreements, reimbursement agreements, loan/repayment agreements
      or other Contracts for the borrowing, repayment or lending of money, agreements
      or arrangements for a line of credit or for a guarantee of, or other undertaking
      in connection with, the indebtedness of the Company;

     

    
      
        
        

      

      
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    (vii)    Contracts
      for any capital expenditure or leasehold improvement;

     

    (viii)   Any
      Contracts under
      which any encumbrances exist with respect to any assets; and

     

    (ix)    
Any
      other
      Contracts.

     

    (b)    The
      Company
      has delivered to Buyer complete and correct copies of all written Contracts,
      together with all amendments thereto, and accurate descriptions of all material
      terms of all oral Contracts, set forth or required to be set forth on
Schedule 4.12.

     

    4.13    Employee
      Relations.  Except as set forth on Schedule 4.13,
      the Company: (a) is not a party to, involved in or, to the Company’s knowledge,
      threatened by any labor dispute or unfair labor practice charge; (b) is not
      currently negotiating any collective bargaining agreement; and (c) has not
      made
      arrangements with any labor union or employee association or made commitments
      to
      or conducted negotiations with any labor union or employee association with
      respect to any future agreements.  The Company has delivered to Buyer
      a complete and correct list of the names and salaries, bonus and other cash
      compensation of all employees (including officers) of the Company whose total
      cash compensation for 2006 exceeded, or whose total compensation for 2007 is
      expected to exceed, $40,000.

     

    4.14    Additional
      Information.  Schedule 4.14 accurately lists the
      following:

     

     (a)    the
      names
      of all officers and directors of the Company;

     

     (b)    the
      names
      and addresses of every bank or other financial institution in which the Company
      maintains an account (whether checking, saving or otherwise), lock box or safe
      deposit box, and the account numbers and names of persons having signing
      authority or other access thereto;

     

     (c)    the
      names
      of all persons authorized to borrow money or incur or guarantee indebtedness
      on
      behalf of the Company;

     

     (d)    all
      names
      under which the Company has conducted any part of the Business or that it has
      otherwise used at any time during the past three years; and

     

     (e)    all
      contracts to which the Company is a party, including  leasehold
      interests; employment agreements; equipment leases, consulting agreements;
      options, warrants on like agreements relating to the purchase and/or sale of
      the
      Company’s stock; insurance (collectively the “Agreements”) all of which are
      identified in Schedule 4.14 and annexed hereto.

     

    4.15    Accuracy
      of Information.  The representations and warranties made or
      contained in this Agreement, the schedules and exhibits attached hereto and
      the
      certificates and statements executed or delivered in connection herewith, and
      the information concerning the business of the Company delivered to the Buyer
      in
      connection with or pursuant to this Agreement when taken together, including
      any
      additional disclosures set forth in Schedule 4.15, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make such
      representations, warranties or other material not misleading.  No
      event has occurred and nothing material has come to the attention of the Company
      that would indicate that any of such information (together with any written
      updates thereof furnished by the Company) is not true and correct in all
      material respects as of the date hereof.  There are no facts known to
      the Stockholders that currently or would have a Material Adverse Effect and
      that
      have not been specifically disclosed herein or in a schedule furnished herewith,
      other than economic conditions affecting the industry of the Company
      generally.  The Financial Statement attached hereto as
Schedule 4.6 are true and accurate as of the date specified on
      each Financial Statement.

     

    
      
        
        

      

      
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    5.    Representations
      and Warranties of the Stockholders.

     

    5.1    The
      Stockholders hereby, jointly and severally represent and warrant to the Buyer
      as
      follows:

     

     (a)    this
      Agreement constitutes a legal, valid and binding obligation of each of the
      Stockholders, enforceable against each Stockholder in accordance with its
      terms;

     

     (b)    neither
      the execution and delivery by each of the Stockholders of this Agreement, nor
      the performance of the transactions to be performed by each of the Stockholders
      hereunder, will require any filing, consent or approval by a third party or
      constitute a Default under (i) any Regulation or Court Order to which each
      of
      the Stockholders is subject, or (ii) any Contract or other document to
      which each of the Stockholders is a party or by which the properties or other
      assets of each of the Stockholders may be subject;

     

     (c)    the
      Stockholders are the record and sole beneficial owners of the Shares, free
      and
      clear of all Encumbrances, which shares will represent 100% of issued and
      outstanding shares of the Company as of the Closing;

     

     (d)    upon
      completion of the transactions at the Closing, the Buyer shall receive valid
      title to the Shares, free and clear of all Encumbrances, other than those
      imposed by applicable securities laws;

     

     (e)    the
      Shares are not subject to any pre-emptive rights or rights of first refusal,
      and
      neither the execution and delivery by each of the Stockholders violates any
      pre-emptive rights or rights of first refusal enforceable against, by statute
      or
      otherwise, the Shares; and

     

     (f)    the
      representations of the Company are true and accurate as of the date hereof
      and
      will be true and accurate as of the Closing.

     

    5.2    Accredited
      Investor Status.  The Stockholders hereby, jointly and severally,
      represent and warrant to the Buyer as follow:

     

     (a)    each
      of the
      Stockholders represents that he or she has sufficient knowledge and experience
      in financial and business matters that he or she is capable of evaluating the
      merits and risks of the acquisition of Buyer Shares and also that he/she is
      an
“accredited investor” as that term is defined in Regulation D of the Securities
      Act;

     

     (b)    such
      Stockholder is aware of the applicable limitations under the Securities Act
      relating to a subsequent sale, transfer, pledge, mortgage, hypothecation, gift,
      assignment or other encumbrance of the Buyer Shares; and

     

     (c)    such
      Stockholder realizes that the Buyer is relying on the validity of these
      representations and agreements contained herein and in the other Transaction
      Documents in issuing the Buyer Shares to the Stockholder without registration
      under the Securities Act or any state securities laws.

     

    
      
        
        

      

      
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    6.    Representations
      and Warranties of Buyer.  Buyer hereby represents and warrants to
      the Stockholders as follows:

     

    6.1    Enforceability.
      (a) This Agreement constitutes a legal, valid and binding obligation of Buyer,
      enforceable against the Buyer in accordance with its terms; and (b) neither
      the
      execution and delivery by the Buyer of this Agreement, nor the performance
      of
      the transactions to be performed by the Buyer hereunder, will require any
      filing, consent or approval by a third party or constitute a Default under
      (i)
      any Regulation or Court Order to which the Buyer is subject, or (ii) any
      Contract or other document to which the Buyer is a party or by which the
      properties or other assets of the Buyer may be subject.

     

    6.2    Accredited
      Investor Status.

     

    (a)    Buyer
      is
      aware of the applicable limitations under the Securities Act of 1933, as amended
      (the “Securities Act”), relating to the Shares of common stock to be purchased
      (the “Shares”) and that the Shares have not been registered under the Securities
      Act, and that such securities cannot be sold unless they are subsequently
      registered under the Securities Act and applicable state securities laws or
      an
      exemption from such registration is available.

     

    (b)    Buyer
      is
      acquiring the Closing Shares solely for investment purposes, with no present
      intention of distributing or reselling any of the Closing Shares.

     

    (c)    Buyer
      has
      such knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risks of the acquisition of the
      Shares.

     

    (d)    Buyer
      acknowledges that the Company is relying on the validity of the Buyer's
      representations and agreements contained herein in granting the Shares to it
      without registration under the Securities Act.

     

    7.    Escrow
      Agreement.  At the Closing, the parties will execute and exchange
      the Escrow Agreement, substantially in the form annexed hereto as
Exhibit 1, it being the intent of the parties that the Buyer’s
      and the Stockholders’ shares be held in Escrow for a term of eighteen (18)
      months, or such shorter period as may be mutually agreed upon, in order to
      assure the Buyer’s and the Stockholders’ ability to fulfill the intent as
      expressed in paragraph 2.  At or before the Closing, the parties will
      mutually agree upon the Escrow Agent to be named in said Agreement.

     

    8.    Indemnification.

     

    8.1    By
      the
      Stockholders.  From and after the Closing Date, the Stockholders,
      shall jointly and severally indemnify and hold harmless the Buyer and (if any)
      its successors and assigns, officers, directors, employees, stockholders,
      agents, Affiliates and any person who controls any of such persons within the
      meaning of the Securities Act (each, an “Indemnified Buyer Party”) from and
      against any liabilities, claims, demands, judgments, losses, costs, damages
      or
      expenses whatsoever (including reasonable attorneys’, consultants’ and other
      professional fees and disbursements, nature and description incurred by such
      Indemnified Buyer Party in connection therewith) (collectively, “Damages”) that
      such Indemnified Buyer Party may sustain, suffer or incur and that result from,
      arise out of or relate to: (a) any breach of any of the respective
      representations, warranties, covenants or agreements of the Company or any
      Stockholder; (b) any taxes of the Company with respect to any tax period or
      partial period ending on or before the Closing Date (or for any tax period
      or
      partial period beginning before and ending after the Closing Date to the extent
      allocable to the portion of such period beginning before and ending on the
      Closing Date) and (c) for any undisclosed Liabilities of the Business not set
      forth on Schedule 4.9(a) hereto.  

     

    
      
        
        

      

      
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    8.2    By
      the
      Stockholders relating to the Shares.  From and after the Closing
      Date, each Stockholder shall indemnify and hold harmless each Indemnified Buyer
      Party from and against any Damages that such Indemnified Buyer Party may
      sustain, suffer or incur and that result from, arise out of or relate to any
      breach of any of such Stockholder’s representations and warranties in Section 5.


     

    8.3    By
      the
      Buyer.  From and after the Closing Date, the Buyer shall indemnify
      and hold harmless the Stockholders and their respective successors and assigns
      (if any), and their respective officers, directors, employees, stockholders,
      agents, Affiliates and any Person who controls any of such Persons within the
      meaning of the Securities Act or the Exchange Act (each, an “Indemnified Selling
      Party”) from and against any Damages that such Indemnified Selling Party may
      sustain, suffer or incur and that result from arise out of or relate to: (a)
      any
      breach of any of the respective representations, warranties, covenants or
      agreements of the Buyer contained in this Agreement.

     

    8.4    Claims
      Period.  Any claim for indemnification under this Section 8 shall
      be made by giving a notice to the other party on or before the second
      anniversary of the Closing Date or the claim under this Section 8 shall be
      invalid.  

     

    8.5    Third
      Party Claims.  An Indemnified Party that desires to seek
      indemnification under any part of this Section 8 with respect to any actions,
      suits or other administrative or judicial proceedings (each, an “Action”) that
      may be instituted by a third party shall give each Indemnitor prompt notice
      of a
      third party’s institution of such Action.  After such notice, any
      Indemnitor may, or if so requested by such Indemnified Party, any Indemnitor
      shall, participate in such Action or assume the defense thereof, with counsel
      satisfactory to such Indemnified Party; provided, however, that such Indemnified
      Party shall have the right to participate at its own expense in the defense
      of
      such Action; and provided, further, that the Indemnitor shall not consent to
      the
      entry of any judgment or enter into any settlement, except with the written
      consent of such Indemnified Party (which consent shall not be unreasonably
      withheld).  Any failure to give prompt notice under this Section 8.5
      shall not bar an Indemnified Party’s right to claim indemnification under this
      Section 8, except to the extent that an Indemnitor shall have been harmed by
      such failure.

     

    8.6    Effect
      of
      Investigation or Knowledge.  Any claim by a Indemnified Buyer
      Party for indemnification shall not be adversely affected by any investigation
      by or opportunity to investigate afforded to the Buyer.  Each Party
      shall be deemed to be relying on the representations and warranties of any
      other
      Party set forth herein, regardless of any investigation or audit conducted
      before or after the Closing Date or the decision of any Party to consummate
      the
      Transactions contemplated hereby and complete the Closing.

     

    8.7    Contingent
      Claims.  Nothing herein shall be deemed to prevent an Indemnified
      Party from making a claim hereunder for potential or contingent claims or
      demands provided the Claim Notice sets forth the specific basis for any such
      potential or contingent claim to the extent then feasible and the Indemnified
      Party has reasonable grounds to believe that such a claim or demand may be
      made.

     

    9.    Employment
      Agreements.  At the Closing, the Buyer will enter into Employment
      Agreements with the parties named on Schedule 9, substantially
      in for form annexed hereto as Exhibit 2.

     

    
      
        
        

      

      
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    10.    General
      Matters.

     

    10.1    Delivery
      of Documents.  All documents referred to in this Agreement to be
      delivered between the parties shall be delivered two weeks prior to the Closing
      Date.

     

    10.2    Conduct
      of
      Business Prior to Closing.  Following the execution of this
      Agreement, and prior to the Closing Date, the Company shall conduct its business
      in the same manner as it has been conducted prior to the execution of this
      Agreement and agree to immediately notify Buyer of any material change or
      contemplated change in its business prior to the occurrence of
      same.  At the Closing, the Company and the Stockholders shall deliver
      to Buyer certification that all of their representations and warranties made
      or
      contained in this Agreement, the schedules and exhibits attached hereto and
      the
      certificates and statements executed or delivered in connection herewith, and
      the information concerning the Business of the Company delivered to Buyer in
      connection with or pursuant to this Agreement when taken together, including
      any
      additional disclosures set forth in Schedule 10.2, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      required to be stated therein or necessary in order to make such
      representations, warranties or other material not misleading.  No
      event has occurred and nothing material has come to the attention of the Company
      that would indicate that any of such information (together with any written
      updates thereof furnished by the Company) is not true and correct in all
      material respects as of the date hereof.  There are no facts known to
      the Company that currently or may in the future have a material adverse effect
      and that have not been specifically disclosed herein or in a schedule furnished
      herewith, other than economic conditions affecting the industry of the Company
      generally.

     

    10.3    Contents
      of Agreement.  This Agreement sets forth the entire understanding
      of the parties hereto with respect to the transactions contemplated herein
      and
      supersedes all prior agreements or understandings among the parties regarding
      those matters.

     

    10.4    Amendment,
      Parties in Interest, Assignment, Etc.  This Agreement may be
      amended, modified or supplemented only by a written instrument duly executed
      by
      each of the parties hereto.  This Agreement shall be binding upon and
      inure to the benefit of and be enforceable by the respective heirs, legal
      representatives, successors and permitted assigns of the parties
      hereto.  No party hereto shall assign this Agreement or any right,
      benefit or obligation hereunder, except that Buyer may assign its rights and
      obligations hereunder provided that it remains obligated to fulfill its
      obligations hereunder.

     

    10.5    Interpretation.  Unless
      the context of this Agreement clearly requires otherwise, (a) references to
      the plural include the singular, the singular the plural, the part the whole,
      (b) ”or” has the inclusive meaning frequently identified with the phrase
“and/or” and (c) ”including” has the inclusive meaning frequently
      identified with the phrase “but not limited to.”  The section and
      other headings contained in this Agreement are for reference purposes only
      and
      shall not control or affect the construction of this Agreement or the
      interpretation thereof in any respect.  Section, subsection, schedule
      and exhibit references relate to this Agreement unless otherwise
      specified.  Each accounting term used herein that is not specifically
      defined herein shall have the meaning given to it under generally accepted
      accounting principles.

     

    10.6    Governing
      Law.  This Agreement shall be construed and interpreted in
      accordance with the laws of the State of Florida, without regard to its
      provisions concerning conflict of laws.

     

    10.7    Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      binding as of the date first written above, and all of which shall constitute
      one and the same instrument.  Each such copy shall be deemed an original,
      and it shall not be neces­sary in making proof of this Agreement to produce
      or account for more than one such counterpart.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed by the parties hereto as
      of
      the day and year first written above.

     

    
      	THE
              AMACORE GROUP, INC.	STOCKHOLDERS
	 	 
	 	 
	By:_____________________________	By:
              /s/ James
              F. Read Jr.
	
              Name:

            	
              James
                F. Read Jr.

            
	
              Title:

            	 
	 	 
	 	By:
              /s/ James C. Mignogna
	JRM
              BENEFITS CONSULTANTS, LLC	
              James
                C. Mignogna

            
	 	 
	 	 
	By:_____________________________	 
	
              Name:

            	 
	
              Title:

            	 


    

     

     

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