exv10w2



 






Exhibit 10.2




ASSET PURCHASE AGREEMENT




     THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of March 31, 2005 (the “Closing
Date”), by and among Clearant, Inc., a Nevada corporation formerly known as Bliss Essentials Corp.
(the “Seller”), and Thomas Gelfand, Howard Gelfand and Kathleen Rufh, individuals residing in
British Columbia, Canada (each, a “Buyer” and collectively, the “Buyers”), with reference to the
following recitals:



     A. Buyers and Seller are parties to the Merger Agreement with Clearant, Inc., a California
corporation (“Clearant”) of even date herewith, a copy attached hereto as Exhibit A.



     B. Seller owns and operates a soap, detergent, cosmetic, and perfume business (the “Business”)
located at 5050 Kingsway, 2nd Floor, Burnaby, British Columbia, Canada V5H 4H2.



     C. Subject to the terms and conditions set forth herein, Seller desires to sell to Buyers,
jointly, and Buyers desire to acquire from Seller, the tangible and intangible assets, as set forth
hereinbelow, and jointly and severally to assume all of the liabilities held in connection with the
operation of the Business.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein, the parties, intending to be legally bound, hereby agree to the foregoing and as
follows:



ARTICLE 1:   SALE AND PURCHASE




     1.1. Business Assets. Subject to and in reliance upon the representations, warranties and
agreements herein set forth, and subject to the terms and conditions herein contained, as of the
Effective Date (defined below), Seller does hereby grant, convey, sell, assign, transfer and
deliver to Buyers, jointly, all interests of Seller in all assets, privileges, rights, interests,
and claims, real and personal, tangible and intangible, of every type and description, wherever
located, including Seller’s business and goodwill (except for any cash in excess of US$75,000 in
any account maintained by or on behalf of the Seller), used or held for use in the business and
operations of the Business (collectively, the “Business Assets”) including, without limitation, the
following:



          (a) Tangible Personal Property. All interests in all equipment, furniture, fixtures,
office materials and supplies, computer equipment, and software, hardware, spare parts and other
tangible personal property of every kind and description, used or held for use in connection with
the Business (collectively, the “Tangible Personal Property”).




          (b) Contracts. Those contracts and agreements used in connection with the Business
(collectively, the “Contracts”).




          (c) Intangible Property. All interests in all trademarks, trade names, slogans,
logotypes and other intangible rights, previously or presently used or held for use in connection
with the Business, including, without limitation, the name “Bliss,” “Bliss Essentials,” and
“blissessentialscorp.com.” (collectively, the “Intangible Property”).




          (d) Accounts Receivable. All accounts receivable, and any evidences thereof, relating
to the Business (collectively, the “Receivables”).




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          (e) Files and Records. All files and other records of Seller relating to the
Business, including, without limitation, all customer lists, reports, specifications, statistics,
promotional graphics, original art work, and other advertising, marketing or related materials, and
all other technical information concerning the Business (collectively, the “Files and Records”).
For the sake of clarity, such files and records shall not include any and all corporate books and
records of the Seller, its minute book, records of directors’ and stockholders’ actions, stock
transfer records, governmental and regulatory filings, tax returns and correspondence with any
taxing agencies, corporate seal, accounting records, bank statements, and all other financial
records of Seller.




          (f) Claims. Any and all claims and rights against third parties if and to the extent
that they relate to the Business, including, without limitation, all rights under manufacturers’
and vendors’ warranties (the “Claims”).




          (g) Prepaid Items. All deposits, prepaid expenses and prepaid expenses relating to
the Business (the “Prepaid Items”).




          (h) Goodwill. All goodwill in, and going concern value of, the Business (the
“Goodwill”).




     1.2. Liabilities. The Business Assets shall be sold and conveyed to Buyers inclusive of
all liabilities related thereto (collectively, the “Liabilities”) and of all related liens,
security interests, restrictions, prior assignments, claims and encumbrances of any kind or type
(collectively, the “Liens”). It is expressly understood and agreed that the Buyers shall be
responsible, jointly and severally, and that the Seller shall not be liable, for any of the
obligations or liabilities of Seller of any kind or nature, including, without limitation, any of
the following debts, duties, liabilities, or obligations that arose prior to the date of this
Agreement, or arose or will arise out of the ownership or operation of the Business at any time or
use of the Business Assets: (i) payroll expenses or liabilities; (ii) any tax whatsoever,
including, without limitation, any tax liability, fees or other assessments owed to the U.S.
Internal Revenue Service, the State of Navada, the Canada Revenue Agency, the Province of British
Columbia, or any other local, state, provincial, territorial, federal, or other government or
governmental agency; (iii) product liability; (iv) loans secured by the Business Assets or any
portion thereof; and/or (v) liability to employees, including, without limitation, sick leave,
vacation benefits, health care benefits (including under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended), other accrued employee benefits, or employee liability
claims, all of which shall be included within the definition of “Liabilities.”



     1.3. Purchase Price. The purchase price (the “Purchase Price”) to be paid for the Business
Assets shall be:



          (a) the tender, to the Seller for cancellation, of 8,470,000 shares of the Seller’s Common
Stock owned of record and beneficially by the Buyers;




          (b) the assumption by the Buyers of all of Seller’s duties and obligations under or associated
with the Liabilities or the Business Assets and the release of the Seller and the Seller’s
remaining assets from any and all of the Liens; and




          (c) the defense and indemnification of the Seller by the Buyers, jointly and severally,
against all of the Liabilities.




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     1.4. Allocation of Purchase Price. Buyers and Seller agree to allocate the Purchase
Price in accordance with the respective fair market values of the Business Assets and the goodwill
being purchased and sold in accordance with the requirements of Section 1060 of the Internal
Revenue Code of 1986, as amended (the “Code”) as set forth on Schedule 1.3(c) attached hereto.
Buyers and Seller each further agree to file their respective federal income tax returns and its
other tax returns reflecting such allocation.



     1.5. Effective Date. On the Closing Date, Seller shall file with the Securities and
Exchange Commission (“SEC”) pursuant to Regulation 14C promulgated by the SEC a preliminary
information statement with regard to the sale and purchase of the Business Assets, as provided for
herein. The transactions contemplated herein shall be effective on the 20th day following the
filing with the SEC and distribution to Seller’s stockholders of a definitive information statement
(the “Effective Date”).



ARTICLE 2:   REPRESENTATIONS AND WARRANTIES OF SELLER




     Seller represents and warrants to Buyers as follows:



     2.1. Company Status. Seller is a corporation validly existing and in good standing under
the laws of the State of Nevada. Seller has the requisite power to carry on the Business as it is
now being conducted and to own and operate it assets, and Seller have the requisite power to enter
into and complete the transactions contemplated by this Agreement, except as may be limited by
principles of equity, applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws relating to or affecting the rights and remedies of creditors
generally.



     2.2. Authority. All corporate actions necessary to be taken by or on the part of Seller in
connection with the transactions contemplated by this Agreement have been duly and validly taken,
and this Agreement has been duly and validly authorized, executed, and delivered by Seller and
constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in
accordance with its terms.



ARTICLE 3:  REPRESENTATIONS AND WARRANTIES OF BUYERS




     Each Buyer, jointly and severally, represents and warrants to Seller as follows:



     3.1. Status. The Buyers are individuals with all requisite power and authority to
execute and deliver this Agreement, to perform their respective obligations hereunder and to
consummate the transactions contemplated hereby.



     3.2. Enforceability. This Agreement has been duly and validly executed and delivered
by the Buyers. This Agreement and all other agreements and obligations entered into and undertaken
in connection with the transactions contemplated hereby to which the Buyers are a party constitute
the valid and legally binding obligations of the Buyers, enforceable against the Buyers in
accordance with their respective terms, except as may be limited by principles of equity,
applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or other
similar laws relating to or affecting the rights and remedies of creditors generally. The
execution, delivery and performance by the Buyers of this Agreement and the agreements provided for
herein, and the consummation by the Buyers of the transactions contemplated hereby and thereby,
will not, with or without the giving of notice or the passage of time or both,



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(a) violate the provisions of any law, rule or regulation applicable to the Buyers; (b)
violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (c)
conflict with or result in the breach or termination of any term or provision of, or constitute a
default under, or cause any acceleration under, or cause the creation of any lien, charge or
encumbrance upon the properties or assets of the Buyers or Seller pursuant to, any indenture,
mortgage, deed of trust or other instrument or agreement to which the Buyers are a party or by
which the Buyers may be bound, or any indenture, mortgage, deed of trust or other instrument or
agreement to which Seller is a party on or before the Closing Date and by which Seller may be bound
after the Closing Date .



     3.3. Litigation. There are no suits, arbitrations, administrative charges or other legal
proceedings, claims, or governmental investigations pending against, or, to the best knowledge of
Buyers, threatened against, Buyers.



     3.4. Regulatory Approvals. All consents, approvals, authorizations or other requirements
prescribed by any law, rule or regulation that must be obtained or satisfied by the Buyers and that
are necessary for the execution and delivery by the Buyers of this Agreement or any documents to be
executed and delivered by the Buyers in connection therewith have been, or prior to the Effective
Date will be, obtained and satisfied.



     3.5. No Brokers. No broker or finder has acted for the Buyers in connection with this
agreement or the transactions contemplated hereby, and no broker or finder is entitled to any
brokerage or finder’s fee or other commissions in respect of such transactions based upon
agreements, arrangements, or understandings made by or on behalf of the Buyers.



     3.6. Compliance with the Law. To the best of each Buyer’s knowledge, the operations
of the Business have been conducted in accordance with all applicable laws, regulations, and other
requirements of the United States of America and of all states, municipalities, and other political
subdivisions and agencies thereof, and Canada and of all provinces, territories, municipalities,
and other political subdivisions and agencies thereof, having jurisdiction over the Business. No
Buyer has any knowledge of any notice of any asserted present or past violation of any applicable
foreign, domestic, federal, state, provincial, territorial, or local statute, law, or regulation
(including, without limitation, OSHA and environmental laws, any applicable building, zoning or
other law, ordinance or regulation) with respect to the Business or the Seller prior to the Closing
Date.



ARTICLE 4:   CONDITIONS TO SELLER’S OBLIGATIONS AT CLOSING




     The obligations of the Seller to consummate the transaction contemplated hereby on the Closing
Date is subject to the satisfaction on or before the Closing Date of the following conditions by
Buyers:



     4.1. Representations and Warranties. All representations and warranties of Buyers
made herein are true and correct as of the Closing Date and will continue to be true and correct
until the Effective Date.



     4.2. Release of Claims. Each Buyer shall execute and deliver a General Release, the
form of which is attached hereto as Exhibit B, that releases Seller from any and all claims
that may exist or hereinafter arise against the Seller by the Buyers in their capacities as
officers, directors, or employees of the Seller or in connection with the transaction contemplated
hereby.



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Notwithstanding the foregoing, the Buyers shall not waive any statutory rights to which they
are entitled as former officers and directors of the Seller.



     4.3. Officer’s Certificate. Each Buyer shall execute and deliver an Officer’s
Certificate in favor of (a) all stockholders of Seller, (b) the Seller, (c) Clearant, and its
successors and assigns, and (d) Clearant’s shareholders, which provides that all of the Seller’s
representations and warranties in the Merger Agreement were true and correct as of the date of
execution of the Merger Agreement and the closing of the transaction contemplated in the Merger
Agreement.



ARTICLE 5:   ITEMS TO BE DELIVERED ON THE CLOSING DATE




     5.1. Deliveries by Seller. On the Closing Date, Seller shall deliver to Bryan Cave LLP
(“Escrow Holder”), the following:



          (a) a Bill of Sale for transfer to Buyers, jointly, the Tangible Personal Property and Files
and Records, in the form attached hereto as Exhibit C;




          (b) An Assignment and Assumption Agreement for transfer by Seller and assumption by Buyers,
jointly and severally, of the Contracts, Intangible Property, Receivables, Claims, Prepaid Items
and Goodwill, in the form attached hereto as Exhibit D (the “Assignment”); and




          (c) good funds in the amount of $75,000.




          5.2. Deliveries by Buyers. On the Closing Date, the Buyers shall deliver to the Escrow
Holder, the following:




          (a) original stock certificates evidencing 8,530,000 shares of the Seller’s Common Stock, duly
endorsed such that the Seller, then and there, shall be entitled to the transfer thereof to its
treasury for cancellation;




          (b) the Assignment duly executed by each Buyer; and




          (c) a written consent of each Buyer, effective as of the Effective Date, approving the
transactions provided for in this Agreement executed by each Buyer, in the form attached hereto as
Exhibit E.




     5.3. Effective Date5.4. . On the Effective Date, the Escrow Holder shall
deliver to Seller all item received from Buyers, and shall deliver to Buyers all items received
from Seller, as provided hereinabove.



ARTICLE 6:   INDEMNIFICATION




     From and after the Closing Date, each Buyer, jointly and severally, shall indemnify, defend,
and hold harmless Seller and its shareholders, officers, directors, managers, constituent members,
constituent partners, beneficiaries, trustees, affiliates, agents, employees, representatives,
assigns, attorneys, heirs, predecessors, and successors (collectively, “Seller Indemnified
Parties”) from and against any and all claims, demands, actions, causes of action, judgments,
settlements, losses, damages, liabilities, compromises, injuries, lawsuits, deficiencies,
obligations, costs, and expenses, including without limitation reasonable attorneys’ fees, expert



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witness fees, and related costs as incurred by Seller, or any Seller Indemnified Party,
including any and all costs associated with defense of Seller or any Seller Indemnified Party, or
any other claim before a bankruptcy court or other court, trustee, or receiver (collectively,
“Indemnity Claims”), whether such Indemnity Claims are fixed or contingent, that Seller or any
Seller Indemnified Party shall incur or suffer, that arise out of, result from, or relate to:



          (a) any breach of, or failure by any Buyer to perform, any of its representations, warranties,
covenants, or agreements set forth in this Agreement;




          (b) any event or circumstance occurring prior to the Closing Date that arises out of or is
attributable or related to Seller;




          (c) any event or circumstance that arises out of or is attributable or related to the
operation or ownership of the Business or Business Assets; and/or




          (d) any of the Liabilities and/or Liens.




ARTICLE 7:   SURVIVAL




     7.1. Survival. The representations, warranties, and indemnifications contained in this
Agreement, or in any certificate, agreement, or other document or instrument delivered pursuant
thereto, shall survive the Closing Date, the Effective Date, any investigation conducted by any
party hereto, and any information which any party may receive.



ARTICLE 8:   MISCELLANEOUS




     8.1. Expenses. Each party hereto shall bear all of his, her, or its expenses incurred in
connection with the transactions contemplated by this Agreement, including, without limitation,
accounting, and legal fees incurred in connection herewith.



     8.2. Further Assurances. From time to time prior to, on and after the date hereof, each
party hereto will execute all such instruments and take all such actions as any other party shall
reasonably request, without payment of further consideration, in connection with carrying out and
effectuating the intent and purpose hereof and all transactions contemplated by this Agreement,
including, without limitation, the execution and delivery of any and all confirmatory and other
instruments in addition to those to be delivered on the date hereof, and any and all actions which
may reasonably be necessary to complete the transactions contemplated hereby. The parties hereto
shall cooperate fully with each other and with their respective counsel and accountants in
connection with any steps required to be taken as part of their respective obligations under this
Agreement.



ARTICLE 9:   GENERAL PROVISIONS




     9.1. Successors and Assigns. Except as otherwise expressly provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties hereto, and their respective
representatives, successors and permitted assigns. Neither party may assign any of its rights or
delegate any of its obligations hereunder without the prior written consent of the other party
hereto. In the event of any such assignment by either party, such assignee shall assume in
writing, in form and substance reasonably acceptable to the other party hereto, all of the
obligations of such assigning party hereunder. For purposes of this Agreement, “Buyers” or
“Seller,” as the case may be, shall be deemed to include such assignee and in furtherance thereof,



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such assignee shall be deemed to have made all of such assigning party’s representations,
warranties, covenants, and agreements in this Agreement. Nothing in this Agreement is intended to
confer on any person or entity not a party hereto any rights or remedies by reason of this
Agreement.



     9.2. Amendments; Waivers. The terms, covenants, representations, warranties, and
conditions of this Agreement may be changed, amended, modified, waived, or terminated only by a
written instrument executed by the party waiving compliance. The failure of any party at any time
or times to require performance of any provision of this Agreement shall in no manner affect the
right of such party at a later date to enforce the same. No waiver by any party of any condition
or the breach of any provision, term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or of the breach of any other
provision, term, covenant, representation or warranty of this Agreement.



     9.3. Notices. All notices, requests, demands and other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have been duly made and
received (i) when personally served, (ii) when received by facsimile transmission, or (iii)
when delivered by Federal Express or a similar overnight courier service, expenses prepaid,
addressed as set forth below:



          (a) if to Seller, then to:




Clearant, Inc.

Attention: CEO

11111 Santa Monica Boulevard, Suite 650

Los Angeles, CA 90025

Fax number: (310) 479-2959



with a copy to:

(which shall not constitute notice)



Greenberg Traurig, LLP

Attention: John C. Kirkland, Esq.

2450 Colorado Avenue

Suite 400 East

Santa Monica, CA 90404

Fax number: (310) 586-7800



          (b) if to Buyers, then to:




Thomas Gelfand

Howard Gelfand

Kathleen Rufh

5050 Kingsway, 2nd Floor

Burnaby, British Columbia, Canada

V5H 4H2

Fax number: (604) 681-8445



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     Any party may alter the address to which communications are to be sent by giving notice of
such change of address in conformity with the provisions of this Section providing for the giving
of notice.



     9.4. Captions; Number and Gender. The captions of Articles and Sections of this Agreement
are for convenience only and shall not control or affect the meaning or construction of any of the
provisions of this Agreement. In this Agreement, words importing the singular number only shall
include the plural and vice versa and words importing gender shall include all genders.



     9.5. Governing Law. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and construed in accordance with
the laws of the State of California, without giving effect to principles of conflicts of laws.



     9.6. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original as against any party whose signature appears thereon, and
all of which shall together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.



     9.7. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination
shall not impair or affect the validity, legality or enforceability of the remaining provisions
hereof, and each provision is hereby declared to be separate, severable and distinct.



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     9.8. Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement between the parties with regard to the subject matter hereof, and supersedes all prior
agreements, understandings, inducements or conditions, express or implied, oral or written,
relating to the subject matter hereof. The express terms hereof control and supersede any course
of performance and/or usage of trade inconsistent with any of the terms hereof. This Agreement has
been prepared by all of the parties hereto, and no inference of ambiguity against the drafter of a
document therefore applies against any party hereto.



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written.



     Seller:



CLEARANT, INC., a Nevada corporation




	 	 	 	 	 
	By:
	 	 	 	 
	

	 	Thomas Gelfand
	 	 
	

	 	Chairman, President & CEO	 	 
	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Howard Gelfand	 	 
	

	 	Secretary, Treasurer & CFO	 	 
	 
	By:
	 	 	 	 
	

	 	 	 	 
	

	 	Kathleen Rufh, Vice President	 	 







	 	 	 	 	 
	 	Buyers:

 	 
	 	 	 
	 	THOMAS GELFAND 	 
	 	 	 
	 
	 	 	 
	 	                                                  	 
	 	HOWARD GELFAND 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	KATHLEEN RUFH 	 
	 	 	 
	 




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